<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D. C. 20549

                                   FORM 10-Q

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                    For the period ended September 30, 1997

                                       OR

[_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

         For the transition period from _____________ to ______________

                         Commission File Number 1-8972

                          INMC MORTGAGE HOLDINGS, INC.
                     (formerly CWM Mortgage Holdings, Inc.)
             (Exact name of registrant as specified in its charter)


             DELAWARE                                       95-3983415
(State or other jurisdiction of                         (I. R. S. Employer  
 incorporation or organization)                          Identification No.) 
                                           
 
155 NORTH LAKE AVENUE, PASADENA, CALIFORNIA                  91101-1857
 (Address of principal executive offices)                    (Zip Code)


       Registrant's telephone number, including area code (800) 669-2300

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
requirements for the past 90 days.  Yes  X    No  
                                        ---      ---

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the close of the period covered by this report.

     Common stock outstanding as of  September 30, 1997: 59,886,543 shares
<PAGE>
 
PART 1:  FINANCIAL INFORMATION
ITEM 1:  FINANCIAL STATEMENTS

INMC MORTGAGE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE> 
<CAPTION> 
                                                                                SEPTEMBER 30,               DECEMBER 31,
                                                                                    1997                       1996  
                                                                                --------------             --------------
                                                                                 (UNAUDITED)
<S>                                                                                <C>                        <C> 
ASSETS                                                                            
   Loans:
      Mortgage loans held for investment, net                                      $1,776,738                 $1,210,891
      Manufactured housing loans held for investment, net                              29,295                     25,822
      Mortgage loans held for sale - prime                                            628,574                    404,346
      Mortgage loans held for sale - subprime                                         134,102                    177,913
      Manufactured housing loans held for sale                                         53,321                     74,949
      Construction loans receivable, net                                              848,152                    460,546
      Revolving warehouse lines of credit, net                                        371,623                    251,032
   Mortgage securities                                                                455,387                    231,780
   Collateral for CMOs                                                                258,959                    289,054
   Investment in and advances to IndyMac                                              182,245                    169,730
   Cash and cash equivalents                                                           14,952                     12,450
   Other assets                                                                        77,352                     47,546
                                                                                   ----------                 ---------- 
          Total assets                                                             $4,830,700                 $3,356,059
                                                                                   ==========                 ========== 

LIABILITIES AND SHAREHOLDERS' EQUITY
   Repurchase agreements and other credit facilities                               $3,880,988                 $2,531,509
   Collateralized mortgage obligations                                                234,643                    264,080
   Senior unsecured notes                                                              59,854                     59,759
   Accounts payable and accrued liabilities                                            26,249                     22,287
                                                                                   ----------                 ---------- 
          Total liabilities                                                         4,201,734                  2,877,635

   Shareholders' equity
      Common stock - authorized, 100,000,000 shares of
          $.01 par value; issued and outstanding, 59,886,543
          shares at September 30, 1997 and 50,200,146 at
          December 31, 1996                                                               599                        502
      Additional paid-in capital                                                      695,669                    490,695
      Net unrealized gain (loss) on available-for-sale mortgage securities:
          Held by INMC                                                                    297                     (7,166)
          Held by IndyMac                                                               2,294                     (8,427)
      Cumulative earnings                                                             214,260                    219,135
      Cumulative distributions to shareholders                                       (284,153)                  (216,315)
                                                                                   ----------                 ---------- 
          Total shareholders' equity                                                  628,966                    478,424
                                                                                   ----------                 ---------- 
      Total liabilities and shareholders' equity                                   $4,830,700                 $3,356,059
                                                                                   ==========                 ========== 
</TABLE> 

                                       2
<PAGE>
 
INMC MORTGAGE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE> 
<CAPTION> 
                                                          QUARTER ENDED              NINE MONTHS ENDED
                                                          SEPTEMBER 30,                SEPTEMBER 30,
                                                    --------------------------   --------------------------
                                                        1997           1996          1997          1996
                                                    -----------    -----------   -----------    -----------
<S>                                                 <C>            <C>           <C>            <C> 
REVENUES
   Interest income
     Mortgage loans held for investment             $    32,984    $    22,039   $    88,206    $    71,749
     Manufactured housing loans held for investment         660              -         1,956              -
     Mortgage loans held for sale                        18,171         15,837        49,583         43,909
     Manufactured housing loans held for sale             1,575          1,198         7,043          1,349
     Construction loans                                  19,488          8,294        51,707         18,716
     Revolving warehouse lines of credit                  6,694          3,860        15,118         11,510
     Mortgage securities                                  7,099          2,759        15,935          7,556
     Collateral for CMOs                                  4,916          5,753        15,513         17,121
     Advances to IndyMac                                  2,378          1,837         7,618          5,743
     Other                                                   85            116           468            256
                                                    -----------    -----------   -----------    -----------
       Total interest income                             94,050         61,693       253,147        177,909

   Interest expense
     Repurchase agreements and other credit facilities   58,150         32,589       149,371         96,744
     CMOs                                                 4,758          5,658        14,859         17,183
     Senior unsecured notes                               1,379          1,379         4,136          4,121
                                                    -----------    -----------   -----------    -----------
       Total interest expense                            64,287         39,626       168,366        118,048
                                                    -----------    -----------   -----------    -----------
       Net interest income                               29,763         22,067        84,781         59,861

   Provision for loan losses                              6,300          3,924        14,100          8,973
                                                    -----------    -----------   -----------    -----------
       Net interest income after provision
            for loan losses                              23,463         18,143        70,681         50,888

   Equity in earnings of IndyMac                          7,540          4,877        14,534         12,068
   Gain on mortgage loans and securities                    198              -         1,316              -
   Other                                                  1,692            662         4,760          1,782
                                                    -----------    -----------   -----------    -----------
       Net revenues                                      32,893         23,682        91,291         64,738

EXPENSES
   Salaries and related expenses                          3,465          2,400         9,323          5,894
   General and administrative                             2,304          1,036         6,437          2,728
   Management fees to affiliate                               -          2,356         4,406          6,499
   Non-recurring charges                                 76,000              -        76,000              -
                                                    -----------    -----------   -----------    -----------
       Total expenses                                    81,769          5,792        96,166         15,121

NET EARNINGS                                        $   (48,876)   $    17,890   $    (4,875)   $    49,617
                                                    ============   ===========   ===========    ===========  

EARNINGS PER SHARE                                  $     (0.83)   $      0.39   $     (0.09)   $      1.11

Weighted average shares outstanding                  58,690,733     46,206,369    54,427,901     44,649,235
</TABLE> 

                                       3
<PAGE>
 
<TABLE>
<CAPTION>
INMC MORTGAGE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)                                                          NINE MONTHS ENDED
(Unaudited)                                                                               September 30,
                                                                                 ---------------------------------
                                                                                    1997                  1996
                                                                                 -----------           -----------
<S>                                                                              <C>                   <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings/(loss)                                                            $    (4,875)          $    49,617
  Adjustments to reconcile net earnings to net cash
      used in operating activities:
      Amortization and depreciation                                                   21,321                16,262
      Provision for loan losses                                                       14,100                 8,973
      Equity in earnings of IndyMac                                                  (14,534)              (12,068)
      Unrealized gain on trading securities                                           (2,287)                 -
      Issuance of common stock as settlement of management contract                   72,000                  -
  Purchases of mortgage loans held for sale                                       (3,101,601)           (3,008,820)
  Sale of and payments from mortgage loans held for sale                           2,846,287             2,841,440
  Net purchases of manufactured housing loans held for sale                           21,284               (69,421)
  Net purchases of trading securities                                                (50,825)                 -
  (Increases)/decreases in other assets                                              (25,110)                1,860
  Decreases in other liabilities                                                       3,662                 8,710
                                                                                 -----------           -----------
    Net cash used in operating activities                                           (220,578)             (163,447)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of mortgage loans held for investment                                   (864,421)              (45,910)
  Payments from mortgage loans held for investment                                   356,573               231,033
  Net increase in construction loans receivable                                     (391,686)             (208,612)
  Purchases of mortgage securities available-for-sale                               (222,268)              (19,519)
  Sales and payments of mortgage securities available-for-sale                        42,148                  -
  Net (increase) decrease in revolving warehouse lines of credit                    (121,041)                2,727
  Net purchases of manufactured housing loans held for investment                     (3,473)                 -
  Repayment of advances from IndyMac                                                  12,738                22,075
  Net payments from collateral for CMOs                                               30,057                38,412
                                                                                 -----------           -----------
      Net cash (used in) provided by investing activities                         (1,161,373)               20,206

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in repurchase agreements and other credit facilities                1,349,304                 4,521
  Net proceeds from issuance of common stock                                         133,071                79,156
  Cash dividends paid                                                                (67,839)              (48,073)
  Proceeds from issuance of collateralized mortgage obligations                         -                  146,152
  Principal payments on collateralized mortgage obligations                          (30,083)              (39,826)
                                                                                 -----------           -----------
      Net cash provided by financing activities                                    1,384,453               141,930

Net increase/(decrease) in cash and cash equivalents                                   2,502                (1,311)
Cash and cash equivalents at beginning of period                                      12,450                 8,049
                                                                                 -----------           -----------
Cash and cash equivalents at end of period                                       $    14,952           $     6,738
                                                                                 ===========           ===========
  Supplemental cash flow information:
      Cash paid for interest                                                     $   164,256           $   115,815
                                                                                 ===========           ===========
  Supplemental disclosure of non-cash activity:
      $154.6 million of mortgage loans held for investment were transferred to
      collateral for CMOs in 1996 in connection with the issuance of a CMO.

      $72 million of additional equity added through the issuance of 3,440,860 shares of common stock to Countrywide
      Credit Industries, Inc. to acquire all the outstanding stock of Countrywide Asset Management Corporation.
</TABLE>

                                       4
<PAGE>
 
                 INMC Mortgage Holdings, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1997
                                  (UNAUDITED)

NOTE A - BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles ("GAAP") for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.

INMC Mortgage Holdings, Inc. has elected to be treated as a real estate
investment trust ("REIT") under the Internal Revenue Code of 1986, as amended.
The consolidated financial statements include the accounts of INMC Mortgage
Holdings, Inc. and its qualified REIT subsidiaries ("INMC"). The mortgage loan
conduit operations are primarily conducted through IndyMac, Inc. ("IndyMac"), a
taxable corporation, which is not consolidated with INMC for financial reporting
or income tax purposes. INMC owns all of the preferred stock and a 99% economic
interest in IndyMac.  INMC's investment in IndyMac is accounted for under a
method similar to the equity method.  As used herein, the "Company" includes
INMC and IndyMac and their respective subsidiaries.

All significant intercompany balances and transactions have been eliminated in
consolidation of INMC. Certain reclassifications have been made to the financial
statements for the period ended September 30, 1996 to conform to the September
30, 1997 financial statement presentation.

In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the nine months ended September 30, 1997 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1997.  For further information, refer to the consolidated financial
statements and footnotes thereto included in INMC's annual report on Form 10-K
for the year ended December 31, 1996.

NOTE B - ACQUISITION OF ASSET MANAGER

On July 1, 1997, INMC and Countrywide Credit Industries, Inc. ("CCR") completed 
a transaction whereby INMC acquired all of the outstanding stock of its 
manager, Countrywide Asset Management Corporation ("CAMC"), from CCR in 
exchange for 3,440,860 new shares of common stock of INMC. The transaction was 
approved in January, 1997 by a Special Committee consisting of the independent 
directors of INMC, by the full Board of Directors of INMC, and by the full Board
of Directors of CCR. The transaction was then approved by INMC's shareholders 
at their Annual Meeting held on June 24, 1997. Following consummation of the 
transaction, CAMC was merged into INMC and INMC became a self-managed REIT.

INMC has accounted for this merger as the settlement of its management contract
for GAAP purposes, which resulted in a non-recurring charge for INMC of $76
million and a reported loss for the third quarter of $48.9 million. This charge
did not materially affect total shareholders' equity as $72 million represents a
reduction in retained earnings offset by a corresponding increase in common
stock and additional paid-in-capital. For tax purposes, the transaction
represents a tax-free exchange of shares with CCR, and the transaction will not
have a material affect on INMC's taxable income. Accordingly, since the charge
was taken for GAAP purposes only, and INMC pays dividends on the basis of its
taxable income, the taxable nature of the dividends payable to INMC's
shareholders for 1997 will not be materially affected. For the third quarter,
INMC had net earnings, prior to inclusion of the non-recurring charge of $27.1
million and earnings per share of $0.46.

On october 20, 1997, the Board of Directors of INMC declared a cash dividend of 
$0.46 per share payable on December 8, 1997 to shareholders of record on October
31, 1997.  See Subsequent Events.

NOTE C - ALLOWANCE FOR CREDIT LOSSES

During the nine months ended September 30, 1997, INMC added $14.1 million to its
allowance for credit losses.  INMC's allowance for credit losses totaled $24.2
million at September 30, 1997, and primarily includes reserves for mortgage
loans held for investment, construction loans, warehouse lines of credit and
CMOs in the amounts of $16.0 million, $6.3 million, $1.7 million and $0.2
million respectively.  INMC recorded chargeoffs of $5.1 million and $1.5 million
during the nine months ended September 30, 1997 and 1996, respectively.

NOTE D - MORTGAGE SECURITIES

Mortgage securities consist of subordinated securities, principal-only
securities, interest-only securities and inverse floater securities. Interest-
only securities are comprised primarily of excess master servicing fees sold by
IndyMac to INMC and subsequently securitized by INMC, which are classified and
accounted for as available for sale, and also include securitized excess master
servicing fees acquired by INMC in connection with the securitization of
mortgage loans held for sale by IndyMac, which are classified and accounted for
as trading securities. Contractual maturities on the mortgage securities range
from 10 to 30 years.

                                       5
<PAGE>
 
NOTE D - MORTGAGE SECURITIES - CONTINUED

Following is the estimated fair value of INMC's mortgage securities as of
September 30, 1997 and December 31, 1996:
<TABLE>
<CAPTION>
                                                                                Gross              Gross             Estimated
                                                           Amortized         Unrealized          Unrealized            Fair
           (Dollars in thousands)                            Cost               Gains              Losses              Value
------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                 <C>               <C>                 <C> 
September 30, 1997
  Securitized master servicing fees                        $ 30,660             $    -           $      -            $ 30,660
  Other mortgage securities                                  49,450                  -                  -              49,450
                                                           --------             ------           --------            --------   
    Total trading                                            80,110                  -                  -              80,110
                           
 
  Securitized master servicing fees                          75,758              1,718             (4,769)             72,707
  Other mortgage securities                                 299,222              3,663               (315)            302,570
                                                           --------             ------           --------            --------   
     Total available for sale                               374,980              5,381             (5,084)            375,277
                                                           --------             ------           --------            --------
       Total                                               $455,090             $5,381           $ (5,084)           $455,387
                                                           ========             ======           ========            ========   
 
December 31, 1996
  Securitized master servicing fees                        $ 25,570             $    -           $      -            $ 25,570
  Other mortgage securities                                   7,439                  -                  -               7,439
                                                           --------             ------           --------            --------   
     Total trading                                           33,009                  -                  -              33,009
 
  Securitized master servicing fees                          87,457              1,159            (10,486)             78,130
  Other mortgage securities                                 118,480              2,209                (48)            120,641
                                                           --------             ------           --------            --------   
     Total available for sale                               205,937              3,368            (10,534)            198,771
                                                           --------             ------           --------            --------   
       Total                                               $238,946             $3,368           $(10,534)           $231,780
                                                           ========             ======           ========            ========   
</TABLE> 

As of September 30, 1997, all of INMC's mortgage securities were pledged to
secure repurchase borrowings intended to finance the holding of such securities.


NOTE E - INVESTMENT IN INDYMAC (Unaudited)
------------------------------------------

Summarized financial information for IndyMac follows:

<TABLE>
<CAPTION>
         (Dollars in thousands)                               September 30, 1997                December 31, 1996
-----------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                              <C>
Loans held for sale, net                                            $245,804                         $ 86,962
Mortgage securities                                                  549,412                          541,672
Master servicing fees receivable                                      44,860                           44,239
Other assets                                                          56,077                           38,232
                                                                    --------                         --------
     Total assets                                                   $896,153                         $711,105
                                                                    ========                         ========
 
Repurchase agreements and other credit facilities                   $656,759                         $496,052
Due to INMC                                                          116,536                          130,153
Accounts payable and accrued liabilities                              56,486                           44,243
Shareholders' equity                                                  66,372                           40,657
                                                                    --------                         --------
    Total liabilities and shareholders' equity                      $896,153                         $711,105
                                                                    ========                         ========
</TABLE>

                                       6
<PAGE>
 
NOTE E - INVESTMENT IN INDYMAC (Unaudited) - continued
------------------------------------------------------
<TABLE>
<CAPTION>
                                                     Quarter ended                           Nine months, ended
                                                     September 30,                              September 30,
                                           ----------------------------------------------------------------------------
         (Dollars in thousands)                    1997               1996                   1997             1996
                                           ----------------------------------------------------------------------------
                                                                  (as adjusted)                            (as adjusted)
<S>                                               <C>               <C>                    <C>              <C>
Interest income
  Loans held for sale                              $ 5,446           $   605                $10,714          $ 2,912
  Mortgage securities                                8,665            10,620                 29,191           30,231
  Master servicing fees receivable, net              2,724             2,353                  7,547            3,538
                                                  ------------------------------------------------------------------    
         Total interest income                      16,835            13,578                 47,452           36,681
 
Interest expense                                    13,668             9,172                 36,728           28,027
                                                  ------------------------------------------------------------------
         Net interest income                         3,167             4,406                 10,724            8,654
 
Gain on sale of loans and securities                22,655            11,092                 50,742           30,893
Other                                                1,134               586                  2,227            1,312
                                                  ------------------------------------------------------------------
         Net revenues                               26,956            16,084                 63,693           40,859
 
Salaries and related expenses                        8,452             4,932                 23,222           13,515
General and administrative expense                   5,158             2,808                 13,855            6,393
Management fees to affiliate                             -               470                    757            1,381
                                                  ------------------------------------------------------------------
         Total expenses                             13,610             8,210                 37,834           21,289
 
Earnings before income tax provision                13,346             7,874                 25,859           19,570
Income tax provision                                 5,729             3,363                 10,971            8,408
                                                  ------------------------------------------------------------------
         Net earnings                              $ 7,617           $ 4,511                $14,888          $11,162
                                                  ==================================================================
</TABLE>

Allowance for Credit Losses.   IndyMac's allowance for credit losses related to
loans held for sale totaled $1.0 million at September 30, 1997.  IndyMac
recorded chargeoffs of $788,000 and $18,000 during the nine months ended
September 30, 1997 and 1996, respectively.

Mortgage Securities. Mortgage securities consist of subordinated securities,
principal-only securities and interest-only securities.  Interest-only
securities are comprised primarily of securitized excess master servicing fees
retained in connection with the securitization of mortgage loans previously held
for sale.  IndyMac restated its 1996 financial statements to classify and
account for certain subordinated securities, principal-only securities and
interest-only securities retained in connection with IndyMac's securitization
activities as trading, in accordance with SFAS No. 115.  Contractual maturities
on the mortgage securities range from 10 to 30 years.  Following is the
estimated fair value of IndyMac's mortgage securities as of September 30, 1997
and December 31, 1996:

                                       7
<PAGE>
 
NOTE E - INVESTMENT IN INDYMAC (Unaudited) - continued
------------------------------------------------------



<TABLE>
<CAPTION>

                                                                              Gross             Gross             Estimated
                                                        Amortized           Unrealized        Unrealized            Fair
    (Dollars in thousands)                                Cost                Gains             Losses              Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                 <C>               <C>                <C>        
September 30, 1997
     Securitized master servicing fees                  $242,886                $    -         $       -           $242,886
     Other mortgage securities                           229,823                     -                 -            229,823
                                                      ----------             ---------         ---------          ---------
                   Total trading                         472,709                     -                 -            472,709
 
     Other mortgage securites available for sale          72,708                 4,081              (86)             76,703
                                                      ----------             ---------         ---------          ---------
                   Total                                $545,417                $4,081         $    (86)           $549,412
                                                      ==========             =========         =========           ========
December 31, 1996
     Securitized master servicing fees                  $209,190                $    -         $       -           $209,190 
     Other mortgate securities                           199,676                     -                 -            199,676 
                                                      ----------             ---------         ---------         ----------   
                   Total trading                         408,866                     -                 -            408,866 
                                                                                                                           
     Other mortgage securities available for sale        147,482                 2,815          (17,491)            132,806 
                                                      ----------             ---------         ---------          --------- 
                   Total                                $556,348                $2,815         $(17,491)           $541,672 
                                                      ==========             =========         =========          ========= 
</TABLE>

As of September 30, 1997, all of IndyMac's mortgage securities were pledged to
secure repurchase borrowings intended to finance the holding of such securities.

NOTE F - SUBSEQUENT EVENTS

On October 20, 1997, the Board of Directors declared a cash dividend of $0.46
per share payable on, December 8, 1997  to shareholders of record on October
31, 1997.

                                       8
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

GENERAL

INMC Mortgage Holdings, Inc. was incorporated in the state of Maryland in July
1985 and reincorporated in the state of Delaware in March 1987.  References to
"INMC" mean either the parent company alone or the parent company and the
entities consolidated for financial reporting purposes, while references to the
"Company" mean the parent company, its consolidated subsidiaries and IndyMac and
its consolidated subsidiaries, which are not consolidated with INMC for
financial reporting or tax purposes.

In its mortgage loan conduit business, the Company acts as an intermediary
between the originators of mortgage loans and permanent investors in mortgage-
backed securities ("MBS") secured by or representing an ownership interest in
such mortgage loans.  The Company purchases "jumbo" and other "nonconforming"
mortgage loans from mortgage originators, including subprime mortgage loans
(i.e., "A- through D paper" mortgages).  The Company and its sellers negotiate
whether such sellers will retain, or the Company will purchase, the rights to
service the mortgage loans delivered by such sellers to the Company.  All loans
purchased by INMC, for which a Real Estate Mortgage Investment Conduit ("REMIC")
transaction or whole loan sale is contemplated, are committed for sale to
IndyMac at the same price at which the loans were acquired by INMC pursuant to a
Master Forward Commitment and Services Agreement.  At present, IndyMac does not
purchase any loans from entities other than INMC.  Additionally, the Company's
conduit operations include the purchase or origination, securitization and sale
of consumer or mortgage loans for manufactured housing and home improvements.

The Company's principal sources of income from its conduit operations are gains
recognized on the sale or securitization of mortgage and consumer loans, the net
spread between interest earned on mortgage and consumer loans and the interest
costs associated with the borrowings used to finance such loans pending their
sale or securitization, and servicing and master servicing fee income.

In addition to its conduit operations, the Company earns fee income and net
interest income through its construction and warehouse lending programs and net
interest income on its investment portfolio of mortgage and manufactured housing
loans and mortgage securities.  Construction Lending Corporation of America
("CLCA", and formerly known as the CLCA Builder Division)  provides acquisition,
development and construction, builder custom home, and model home loan financing
on a nationwide basis to builders.   IndyMac Construction Lending (formerly
known as the CLCA Consumer Division) provides the same products as CLCA to
IndyMac's third party customers as well as other construction related products
to individuals, including construction-to-permanent mortgage loans. The
Company's warehouse lending operation provides financing to small-to-medium-size
mortgage originators for the origination and sale of mortgage loans.

On July 1, 1997, INMC and CCR completed a transaction whereby INMC acquired all
of the outstanding stock of its manager, CAMC, from CCR in exchange for
3,440,860 new shares of common stock of INMC. The transaction was approved in
January, 1997 by a Special Committee consisting of the independent directors of
INMC, by the full Board of Directors of INMC, and by the full Board of Directors
of CCR. The transaction was then approved by INMC's shareholders at their Annual
Meeting held on June 24, 1997. Following consummation of the transaction, CAMC
was merged into INMC, and INMC became a self-managed REIT.

                                       9
<PAGE>
 
INMC has accounted for this merger as the settlement of its management contract
for GAAP purposes, which resulted in a non-recurring charge for INMC of $76
million and a reported loss for the third quarter of $48.9 million.  This charge
did not materially affect total shareholders' equity as $72 million represents a
reduction in retained earnings offset by  a corresponding increase in common
stock and additional paid-in-capital. For tax purposes, the transaction
represents a tax-free exchange of shares with CCR, and the transaction will not
have a material effect on INMC's taxable income. Accordingly, since the charge
was taken for GAAP purposes only, and INMC pays dividends on the basis of its
taxable income, the taxable nature of the dividends payable on December 8, 1997
to INMC's shareholders will not be materially affected. For the third Quarter,
INMC had net earnings prior to Inclusion of the non-recurring charge of $27.1
million, and earnings per share of $0.46.

FINANCIAL CONDITION

CONDUIT OPERATIONS: During the first nine months of 1997, INMC purchased $3.9
billion of non-conforming mortgage loans, including $114 million of subprime
mortgage loans. In addition, the Company purchased $164 million of manufactured
housing loans. Loans purchased were financed on an interim basis using equity
and financing in the form of repurchase agreements and other credit
facilities. In general, the Company, through IndyMac, sells the loans in the
form of REMIC securities or whole loan sales or, alternatively, through INMC,
invests in the loans on a long-term basis using financing provided by CMOs or
repurchase agreements and other credit facilities. During the first nine months
of 1997, IndyMac sold $2.6 billion of its prime mortgage loans through the
issuance of nine series of multiple-class MBS in the form of REMIC securities
and four whole loan sales. There was one manufactured housing loan
securitization of $149 million and no subprime securitizations or loan sales
during the first nine months of 1997. At September 30, 1997, the Company had
committed to purchase $858 million of mortgage loans from various mortgage
originators. The IndyMac master servicing portfolio at September 30, 1997 had an
aggregate outstanding principal balance of $12.3 billion with a weighted average
coupon of 8.55%. 

LOANS HELD FOR INVESTMENT: At September 30, 1997, INMC's $1.8 billion portfolio
of loans held for investment, which includes both mortgage and manufactured
housing loans, consisted of $1.2 billion of adjustable-rate products which
contractually reprice in monthly, semi-annual or annual periods, $421 million of
loans which have a fixed rate for a period of three to ten years and
subsequently convert to adjustable-rate loans that reprice annually, and $136
million of fixed-rate loans. The weighted average coupon of loans held for
investment by INMC at September 30, 1997 was 8.18%. INMC finances loans held for
investment with repurchase agreements and other credit facilities which reprice
at intervals ranging from overnight to two months as of September 30, 1997. INMC
also utilizes interest rate swap agreements to manage interest rate exposure on
its portfolio of loans held for investment. The allowance for losses related to
loans held for investment totaled $16 million at September 30, 1997. Chargeoffs
related to loans held for investment totaled $5 million for the nine months
ended September 30, 1997.  

Deliquencies for loans held for sale and loans held for investment were at 5.46%
of principal at September 30, 1997 compared with 7.77% at December 31, 1996. 

CONSTRUCTION LENDING OPERATIONS: At September 30, 1997, CLCA had commitments to
fund construction loans of $1.1 billion with outstanding principal balances of
$531 million. IndyMac Construction Lending had commitments to fund construction-
to-permanent and home improvement loans of $493 million at September 30, 1997
with outstanding principal balances of $317 million. The allowance for losses
related to construction loans totaled $6.3 million at September 30, 1997 and
chargeoffs totaled $70,000 related to construction loans during the nine months
ended September 30, 1997. Delinquencies for CLCA were 0.65% and .46% of
principal at September 30, 1997 and December 31, 1996, respectively.
Delinquencies for IndyMac Construction Lending were 1.07% and 1.12% of
principal, at September 30, 1997 and December 31, 1996, respectively. The
Company had outstanding borrowings under various revolving credit facilities
totaling $414 million at September 30, 1997 associated with the financing of
construction loans.

                                       10
<PAGE>
 
WAREHOUSE LENDING OPERATIONS: At September 30, 1997, INMC had extended
commitments to make warehouse and related loans in an aggregate amount of $783
million, of which $372 million was outstanding, net of reserves. The allowance
for loan losses related to warehouse lines of credit totaled $1.7 million at
September 30, 1997. There were no chargeoffs against this allowance during the
nine months ended September 30, 1997. Repurchase agreements associated with
INMC's financing of these warehouse lines of credit totaled $316 million at
September 30, 1997. As of September 30, 1997 and December 31, 1996, there were
no delinquent warehouse lines of credit.

CMO PORTFOLIO: As of September 30, 1997, the CMO Portfolio was comprised of nine
series of CMOs. Collateral for CMOs decreased to $259 million at September 30,
1997 from $289 million at December 31, 1996. This decrease of $30.1 million is
primarily the result of repayments (including prepayments and premium and
discount amortization) of $29.0 million, a decrease in guaranteed investment
contracts ("GICs") held by trustees of $1.0 million and a decrease in accrued
interest receivable of $100,000. The fair value of the collateral for CMOs
totaled $262 million and $282 million at September 30, 1997 and December 31,
1996, respectively. INMC's CMOs outstanding decreased to $235 million at
September 30, 1997 from $264 million at December 31, 1996. This decrease of
$29.5 million resulted from principal payments and discount amortization on CMOs
of $29.1 million and a decrease in accrued interest payable on CMOs of $0.4
million.

RESULTS OF OPERATIONS
QUARTER ENDED SEPTEMBER 30, 1997 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1996

NET EARNINGS: INMC's net loss was $48.9 million or $(0.83) per share, based on
58,690,733 weighted average shares outstanding for the quarter ended September
30, 1997, compared to earnings of $17.9 million or $0.39 per share, based on
46,206,369 weighted average shares outstanding for the quarter ended September
30, 1996. For the quarter ended September 30, 1997, INMC had net earnings of
$27.1 million or $.46 per share before the non-recurring charge related to the
buyout of its manager.

The decrease of $66.8 million in third quarter earnings resulted from the
aforementioned one time non-recurring charge of $76 million related to the
buyout of INMC'S manager. Not including the non-recurring charge, earnings
increased by $9.2 million resulting primarily from an increase in net interest
income of $7.7 million and an increase $2.7 million from equity in earnings of
IndyMac.

INTEREST INCOME:  Total interest income was $94 million for the quarter ended
September 30, 1997 and $62 million for the quarter ended September 30, 1996.
The increase in interest income of $32 million is primarily due to increases in
interest earnings on construction loans, mortgage loans held for investment,
mortgage securities, warehouse lines of credit, and mortgage loans held for sale
of $11.2 million, $10.9 million, $4.3 million, $2.8 million, and $2.3 million,
respectively.

Interest income on mortgage loans held for investment, consisting primarily of
adjustable rate mortgages,  totaled $33.0 million and $22.0 million, resulting
in effective yields of 7.57% and 8.11%, for the quarters ended September 30,
1997 and 1996, respectively.  The average outstanding balance of such loans
increased  to $1.7 billion for the third quarter of 1997 from $1.1 billion
during the third quarter of 1996.

Interest income earned on mortgage loans held for sale totaled $18.2 million and
$15.8 million, resulting in effective yields of 8.54% and 8.61%, for the
quarters ended September 30, 1997 and 1996, respectively.  The average
outstanding balance of such loans increased to $846 million for the quarter
ended September 30, 1997 from $732 million for the quarter ended September 30,
1996.

Interest income on manufactured housing loans totaled $2.2 million and $1.2
million, with interest earned at effective yields of 10.03% and 9.15%, for the
quarters ended September 30, 1997 and 1996, respectively. The average
outstanding balance of such loans increased to $89 million during the third
quarter of 1997 from $52 million during the third quarter of 1996.

                                       11
<PAGE>
 
Interest income on construction loans totaled $19.5 million and $8.3 million
with interest earned at effective yields of 10.46% and 12.60%, for the quarters
ended September 30, 1997 and 1996, respectively.  The average outstanding
balance of such loans increased to $741 million during the third quarter of 1997
from $262 million during the third quarter of 1996.

Interest income on collateral for CMOs was $4.9 million and $5.8 million for the
quarters ended September 30, 1997 and 1996, respectively. This decrease was
primarily attributable to a decrease in the average aggregate principal amount
of collateral for CMOs outstanding to $262 million for the quarter ended
September 30, 1997 compared to $301 million for the quarter ended September 30,
1996, and a decrease in the effective yield earned on the collateral for CMOs to
7.46% in the third quarter of 1997 from 7.60% in the third quarter of 1996.
Interest income on collateral for CMOs includes the impact of amortization of
premiums paid in connection with acquiring the loan portfolio, the delay in the
receipt of prepayments and the temporary investment of cash payments in lower
yielding short-term holdings (GICs) until such amounts are used to make payments
on CMOs.

Mortgage securities consist of subordinated securities, principal-only
securities, interest-only securities and inverse floater securities. Interest-
only securities are comprised primarily of excess master servicing fees sold by
IndyMac to INMC and subsequently securitized by INMC, which are classified and
accounted for as available for sale, and also include securitized excess master
servicing fees acquired by INMC in connection with the securitization of
mortgage loans previously held for sale by IndyMac, which are classified and
accounted for as trading securities. Net income related to mortgage securities
totaled $7.1 million during the third quarter of 1997 as compared to $2.8
million for the third quarter of 1996.

Interest income earned on revolving warehouse lines of credit totaled $6.7
million and $3.9 million, at effective yields of 8.70% and 9.12%, for the
quarters ended September 30, 1997 and 1996, respectively. The average
outstanding balance of such loans increased to $306 million during the third
quarter of 1997 from $176 million during the third quarter of 1996.

INTEREST EXPENSE:  For the quarters ended September 30, 1997 and 1996, total
interest expense was $64.3 million and $39.6 million, respectively.  This
increase in interest expense of $24.7 million was primarily due to an increase
in interest expense on repurchase agreements and other credit facilities of
$25.6 million, offset by a decline in interest expense related to CMOs of $0.9
million.

Interest expense on repurchase agreements and other credit facilities used to
finance mortgage loans held for sale and investment, revolving warehouse lines
of credit, construction loans, mortgage securities and master servicing fees
receivable totaled $58.2 million for the quarter ended September 30, 1997,
compared to $32.6 million for the quarter ended September 30, 1996. This
increase was principally the result of an increase in the aggregate average
balance of indebtedness outstanding to $3.7 billion for the quarter ended
September 30, 1997 compared to $2.1 billion for the quarter ended September 30,
1996 and an increase in the weighted average effective rate applicable to such
indebtedness to 6.24% for the quarter ended September 30, 1997 from 6.18% for
the quarter ended September 30, 1996.

Interest expense on senior unsecured notes totaled $1.4 million, resulting in an
effective rate of 9.22% for the both third quarter of 1997 and 1996.

Interest expense on CMOs was $4.8 million and $5.7 million for the quarters
ended September 30, 1997 and 1996, respectively. This decrease was primarily
attributable to a decrease in average aggregate CMOs outstanding to $239 million
for the quarter ended September 30, 1997 from $277 million for the quarter ended
September 30, 1996, combined with a decrease in the effective rate on the CMOs
to 7.93% in the third quarter of 1997 from 8.13% in the third quarter of 1996.

                                       12
<PAGE>
 
EQUITY IN EARNINGS OF INDYMAC:  IndyMac earned $7.6 million for the third
quarter of 1997, resulting principally from net interest income of $3.2 million
and gain on sale of mortgage loans and securities of $22.7 million, offset by
salaries, general and administrative expenses of $13.6 million, and income taxes
of $5.7 million.

During the third quarter of 1996, IndyMac's earnings totaled  $4.5 million which
resulted principally from net interest income of $4.4 million and gain on sale
of mortgage loans and securities of $11.1 million, offset by salaries, general
and administrative expenses of $7.7 million, management fees of $470,000 and
income taxes of $3.4 million.  IndyMac's interest income related to mortgage
securities totaled $8.7 million during the third quarter of 1997 compared to
$10.6 million during the third quarter of 1996.

SALARIES, GENERAL AND ADMINISTRATIVE EXPENSE:  The increase of $2.3 million in
salaries, general and administrative expenses for the three months ended
September 30, 1997 compared to the three months ended September 30, 1996 is
primarily the result of the increased personnel and expenses deemed necessary to
support the growth in the operations of INMC and its qualified REIT
subsidiaries.

MANAGEMENT FEES:   No management fees were paid by INMC to CAMC as a result of
the merger of the two companies on the first day of the third quarter.

RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996

NET EARNINGS: INMC's net loss was $4.9 million or $(0.09) per share, based on
54,427,901 weighted average shares outstanding for the nine months ended
September 30, 1997, compared to earnings of $49.6 million or $1.11 per share,
based on 44,649,235 weighted average shares outstanding for the nine month ended
September 30, 1996.  For the nine months ended September 30, 1997, INMC had net
earnings of $71.1 million or $1.31 per share before the non-recurring charge
related to the buyout of its manager.

The decrease of $54.5 million in year to date earnings resulted from the
aforementioned one time non-recurring charge of $76 million related to the
buyout of INMC's manager.  Not including the non-recurring charge, earnings
increased by $21.5 million resulting primarily from an increase in net interest
income of $24.9 million and an increase of $2.5 from equity in earnings of
IndyMac, offset by an increase of $7.1 million in salaries, general and
administrative expenses.

INTEREST INCOME:   Total interest income was $253.1 million for the nine months
ended September 30, 1997 and $177.9 million for the nine months ended September
30, 1996.  The increase in interest income of $75.2 million is primarily due to
increases in interest earnings on construction loans, mortgage loans, mortgage
securities, and manufactured housing loans of $33.0 million, $22.1 million, $8.4
million, and $7.7 million, respectively.

Interest income on mortgage loans held for investment, consisting primarily of
adjustable rate mortgages,  totaled $88.2 million and $71.7 million, resulting
in effective yields of 7.67% and 8.19%, for the nine months ended September 30,
1997 and 1996, respectively.  The average outstanding balance of such loans
increased to $1.5 billion for the first nine months of 1997 from $1.2 billion
for the first nine months of 1996.

Interest income earned on mortgage loans held for sale totaled $49.6 million and
$43.9 million, resulting in effective yields of 8.64% and 8.73%, for the nine
months ended September 30, 1997 and 1996, respectively.  The average outstanding
balance of such loans increased to $767 million for the nine months ended
September 30, 1997 from $672 million for the nine months ended September 30,
1996.

Interest income on manufactured housing loans totaled $9.0 million and $1.3
million, with interest earned at effective yields of 10.16% and 9.28%, for the
nine months ended September 30, 1997 and 1996, 

                                       13
<PAGE>
 
respectively. The average outstanding balance of such loans increased to $118
million for the first nine months of 1997 from $19 million for the first nine
months of 1996, due to the fact that the manufactured housing division commenced
operations during March of 1996.

Interest income on construction loans totaled $51.7 million and $18.7 million,
with interest earned at effective yields of 11.22% and 12.64%, for the nine
months ended September 30, 1997 and 1996, respectively.  The average outstanding
balance of such loans increased to $616 million from $198 million for the nine
months ended  September 30, 1997 and 1996, respectively.

Interest income on collateral for CMOs was $15.5 million and $17.1 million for
the nine months ended September 30, 1997 and 1996, respectively.  This decrease
was primarily attributable to a decrease in the average aggregate principal
amount of collateral for CMOs outstanding to $272 million from $303 million for
the nine months ended September 30, 1997 and 1996, respectively, offset by an
increase in the effective yield earned on the collateral for CMOs to 7.62% from
7.55% in the first nine months of 1997 and 1996, respectively. Interest income
on collateral for CMOs includes the impact of amortization of premiums paid in
connection with acquiring the loan portfolio, the delay in the receipt of
prepayments and the temporary investment of cash payments in lower yielding
short-term holdings (GICs) until such amounts are used to make payments on CMOs.

Mortgage securities consist of subordinated securities, principal-only 
securities, interest-only securities and inverse floater securities. Interest-
only securities are comprised primarily of excess master servicing fees sold by
IndyMac to INMC and subsequently securitized by INMC, which are classified and
accounted for as available for sale, and also include securitized excess master
servicing fees acquired by INMC in connection with the securitization of
mortgage loans previously held for sale by IndyMac, which are classified and
accounted for as trading securities. Interest income related to mortgage
securities totaled $15.9 million during the first nine months of 1997 as
compared to $7.6 million for the first nine months of 1996.

Interest income earned on revolving warehouse lines of credit totaled $15.1
million and $11.5 million, at effective yields of 8.92% and 8.85%, for the nine
months ended September 30, 1997 and 1996, respectively. The average outstanding
balance of such loans increased to $227 million for the nine months ended
September 30, 1997 from $174 million for the nine months ended September 30,
1996.

INTEREST EXPENSE:  For the nine months ended September 30, 1997 and 1996, total
interest expense was $168.4 million and $118.0 million, respectively.  This
increase in interest expense of $50.4 million was primarily due to an increase
in interest expense on repurchase agreements and other credit facilities of
$52.7 million, offset by a decline in interest expense related to CMOs of $2.3
million.

Interest expense on repurchase agreements and other credit facilities used to
finance mortgage loans held for sale and investment, revolving warehouse lines
of credit, construction loans, mortgage securities and master servicing fees
receivable totaled $149.4 million for the nine months ended September 30, 1997,
compared to $96.7 million for the nine months ended September 30, 1996. This
increase was principally the result of an increase in the aggregate average
balance of indebtedness outstanding to $3.2 billion for the nine months ended
September 30, 1997 compared to $2.1 billion for the nine months ended September
30, 1996, offset by a decrease in the weighted average effective rate applicable
to such indebtedness to 6.15% for the nine months ended September 30, 1997 from
6.24% for the nine months ended September 30, 1996.

Interest expense on senior unsecured notes totaled $4.1 million, resulting in an
effective rate of 9.22% for both the nine months ended September 30, 1997 and
1996.

Interest expense on CMOs was $14.9 million and $17.2 million for the nine months
ended September 30, 1997 and 1996, respectively.  This decrease was primarily
attributable to a decrease in average aggregate CMOs outstanding to $249 million
for the nine months ended September 30, 1997 from $278 million for the nine
months ended September 30, 1996, combined with a decrease in the effective rate
on the CMOs to 7.97% in the nine months ended September 30, 1997 from 8.26% in
the nine months ended September 30, 1996.

                                       14
<PAGE>
 
EQUITY IN EARNINGS OF INDYMAC:  IndyMac earned $14.9 million fof the nine months
ended September 30, 1997, resulting principally from net interest income of
$10.7 million and gain on sale of mortgage loans and securities of $50.7
million, offset by salaries, general and administrative expenses of $37.1
million, and income taxes of $11.0 million.

During the first nine months of 1996, IndyMac's earnings totaled $11.2 million
which resulted principally from net interest income of $8.7 million and gain on
sale of mortgage loans and securities of $30.9 million, offset by salaries,
general and administrative expenses of $19.9 million, management fees of $1.4
million  and income taxes of $8.4 million.  IndyMac's interest income related to
mortgage securities totaled $29.2 million for the first nine months of 1997
compared to $30.2 million for the first nine months of 1996.

SALARIES, GENERAL AND ADMINISTRATIVE EXPENSE:  The increase of $7.1 million in
salaries, general and administrative expenses for the nine months ended
September 30, 1997 compared to the nine months ended September 30, 1996 is
primarily the result of the increased personnel and expenses deemed necessary to
support the growth in the operations of INMC and its qualified REIT
subsidiaries.

MANAGEMENT FEES:  For the nine months ended September 30, 1997, management fees
paid by INMC to CAMC were $4.4 million compared to $6.5 million for the nine
months ended September 30, 1996, due primarily to the fact that INMC paid no 
fees to CAMC for the third quarter of 1997.

LIQUIDITY AND CAPITAL RESOURCES

The Company uses proceeds from the issuance of mortgage-backed securities, bank
debt, repurchase agreements, other borrowings and common stock to meet its
liquidity requirements.

The Company has established separate repurchase financing facilities with three
principal investment banking firms (Merrill Lynch, Nomura and Paine Webber) in
an aggregate committed principal amount of $1.8 billion, with the capacity to
borrow additional amounts on an uncommitted basis. The committed portions of
these facilities effective for a period of at least two years from their
respective dates of execution and, in the aggregate, currently permit the
Company to finance its mortgage conduit, mortgage loans and securities
portfolio, warehouse lending, IndyMac construction lending and manufactured
housing lending assets and operations. These facilities carry
floating rates of interest based on LIBOR, plus an applicable margin, which
varies by the type of asset financed.

The Company has established a credit facility with a syndicate of commercial
banks led by First Union National Bank.  This facility primarily finances
construction loans to builders, mortgage loans, and master servicing assets.  In
July 1997, the Company amended this credit facility to increase the available
committed borrowings from $405 million to $500 million.  In October 1997, the
Company again amended this credit facility to increase the available committed
borrowings from $500 million to $600 million.  The interest rates under this
credit facility are based, at the Company's election, on LIBOR or the federal
funds rate, plus an applicable margin, which varies by the type of asset
financed.

During the fourth quarter of 1995, the Company raised $59.6 million in
connection with the private placement of senior notes with a 6.5 year average
maturity with certain institutional lenders.  These senior notes are unsecured,
and the proceeds are utilized by the Company in connection with its working
capital needs.

The Company has from time to time raised additional capital through secondary
public offerings. Since the inception of its new business plan in 1993, the
Company has raised a total of $205 million in connection with such secondary
offerings. The Company also raises new equity capital primarily through the
optional cash investment feature of its Dividend Reinvestment and Stock Purchase
Plan. During the three and nine months ended September 30, 1997, the Company
raised $49.6 million, and $129.2 million, respectively, through such Dividend
Reinvestment and Stock Purchase Plan. During the three and nine months ended
September 30, 1996, the Company raised $32.4 million and $79.0 million,
respectively, through such Dividend Reinvestment and Stock Purchase Plan.

The REIT provisions of the Internal Revenue Code restrict INMC's ability to
retain earnings and thereby replenish the capital committed to its mortgage
portfolio, conduit, commercial lending and other operations 

                                       15
<PAGE>
 
by requiring INMC to distribute to its shareholders substantially all of its
taxable income from operations. Certain of the Company's material businesses,
including its mortgage conduit and commercial lending operations, are known to
require significant and continuing commitments of capital resources.

The Company's liquidity and its ability to raise working capital have generally
improved during recent periods, and management believes that the Company's cash
flow from operations and the Company's existing debt and equity financing
arrangements are sufficient to meet the Company's current short-term liquidity
requirements. To the extent the Company possesses working capital in excess of
its current liquidity requirements, such working capital is as a general matter
utilized to repay borrowings under those tranches of the Company's lines of
credit which carry higher rates of interest, which borrowings would typically
remain available for reborrowing by the Company pursuant to the terms and
conditions of the applicable credit facility.

The Company's ability to meet its long-term liquidity requirements is subject to
the renewal of its repurchase and credit facilities and/or obtaining other
sources of financing, including issuing additional debt or equity from time to
time. Any decision by the Company's lenders and/or investors to make additional
funds available to the Company in the future will depend upon a number of
factors, such as the Company's compliance with the terms of its existing credit
arrangements, the Company's financial performance, industry and market trends in
the Company's various businesses, the general availability of and rates
applicable to financing and investments, such lenders' and/ or investors' own
resources and policies concerning loans and investments, and the relative
attractiveness of alternative investment or lending opportunities.

CASH FLOWS

Operating Activities - Net cash used in operating activities totaled $221
million for the nine months ended September 30, 1997 compared with $163 million
for the nine months ended September 30, 1996.  The primary operating activity
for which cash was used during the nine months ended September 30, 1997 was the
acquisition of mortgage loans and manufactured housing loans held for sale.

Investing Activities - Net cash used in investing activities totaled $1.2
billion for the nine months ended September 30, 1997 compared with net cash
provided by investing activities of $20 million for the nine months ended
September 30, 1996.  The primary investing activity for which cash was used
during the nine months ended September 30, 1997 was the funding of construction
loans receivable and acquisition of mortgage loans held for investment.

Financing Activities - Net cash provided by financing activities amounted to
$1.4 billion for the nine months ended September 30, 1997 compared to $142
million for the nine months ended September 30, 1996.  The increase in cash
provided by financing activities was primarily the result of new borrowings
under repurchase agreements and other credit facilities and proceeds of common
stock issuances pursuant to the Dividend Reinvestment and Stock Purchase Plan
during the nine months ended September 30, 1997.

                                       16
<PAGE>
 
EFFECT OF INTEREST RATE CHANGES

Due to the characteristics of certain financial assets and liabilities of the
Company, and the nature of the Company's business activities, the Company's
financial position and results of operations may be affected by changes in
market interest rates.  With respect to its financial assets and liabilities,
the Company has devised and implemented a general asset/liability investment
management strategy which seeks, on an economic basis, to mitigate significant
fluctuations  in the financial position and results of operations of the Company
caused by changes in market interest rates.  This strategy attempts, among other
things, to balance investments in various types of financial instruments whose
values are expected to move inversely to each other in response to movements in
market interest rates.  However, there can be no assurance that this strategy
(including assumptions concerning the correlation thought to exist between
different types of instruments) or its implementation will be successful in any
particular interest rate environment.

Financial assets of the Company that tend to increase in value as interest rates
increase, and decline in value as interest rates decrease, include securitized
excess master servicing fees and master servicing fees receivable.  These
financial assets carry an implicit yield that is based upon estimates of future
cash flows on an underlying pool of mortgage loans.  As interest rates increase,
the prepayments on the underlying pool of mortgage loans tends to slow,
resulting in  higher residual cash flows than would otherwise have been
obtained, and therefore results in higher implicit yields.  As of September 30,
1997, INMC and IndyMac on a combined basis held $391 million of securitized
excess master servicing fees and master servicing fees receivable.  Of the $391
million aggregate amount, $274 million of such assets are classified as trading
securities in accordance with the requirements of SFAS 115, since they were
acquired in connection with the securitization of loans held for sale by
IndyMac.

Financial instruments of the Company that tend to decrease in value as interest
rates increase, and increase in value as interest rates decline, include fixed
rate subordinated securities, principal-only securities and inverse-floater
securities.  Similar to the securitized master servicing fees, the principal-
only and inverse floater securities carry an implicit yield based upon estimates
of future cash flows on an underlying pool of mortgage loans.  However, the
principal-only and inverse-floater securities generally sell at a discount,
similar to a "zero-coupon" bond, in order to yield an estimated return.  If
interest rates increase and prepayments slow in comparison to assumed prepayment
rates, the repayment rate of the principal-only and inverse-floater security
would tend to lengthen and thus reduce the implicit yield on the security.
Conversely, if interest rates decrease, the rate of prepayment on the underlying
pool of loans would tend to increase, resulting in a more rapid rate of
repayment on the principal-only security and inverse floater security and
therefore a higher implicit yield.  To a lesser extent, any mortgage securities
held by the Company and supported by adjustable rate mortgage loans may decline
in value as interest rates increase, if the timing or absolute level of interest
rate adjustments on the underlying loans do not correspond to applicable
increases in market interest rates. As of September 30, 1997, INMC and IndyMac
on a combined basis held $659 million of fixed and adjustable rate subordinated
securities, principal-only and inverse floater securities. Of the $659 million
aggregate amount, $279 million of such securities are classified as trading
securities.

In addition to the inherent risks in seeking to manage fluctuations in the value
of certain assets due to interest rate changes, there may be timing differences
in the recognition of the offsetting effects of gains and losses which are
attributable to specific instruments, depending upon whether a security is
classified as trading or available for sale.  The unrealized holding gains and
losses on trading securities are recognized in earnings of the period for the
reporting entity.  By comparison, the unrealized holding gains and losses of
securities available for sale are excluded from earnings of the reporting entity
and included as a separate component of shareholders' equity.  Therefore, to the
extent that the Company is required under GAAP to classify certain securities as
trading, such identification and the resulting accounting  could cause
additional volatility in the Company's future reported earnings in periods where
interest rates fluctuate.

The Company is also subject to certain business and credit risks in connection
with interest rate changes.  Increases in interest rates may discourage
potential mortgagors from borrowing or refinancing mortgage or 

                                       17
<PAGE>
 
manufactured housing loans, thus decreasing the volume of loans available to be
purchased through the Company's mortgage conduit operations, or financed through
the Company's construction and warehouse lending operations. Additionally, with
respect to adjustable rate loans, the rate of delinquency may increase in
periods of increasing interest rates as borrowers face higher mortgage payments.

The Company's liquidity position and net interest income could also be adversely
impacted by significant interest rate fluctuations.  Each of the Company's
collateralized borrowing facilities described above in Liquidity and Capital
Resources permit the lender thereunder to require the Company to repay amounts
outstanding and/or pledge additional assets in the event that the value of the
pledged collateral declines due to changes in market interest rates.  In the
event of such a decrease  in collateral values, it could be necessary for the
Company to provide additional funds and/or pledge additional assets to maintain
financing for its holdings that have not been financed to maturity through the
issuance of CMOs or other longer-term debt securities. In addition, increases in
short-term borrowing rates relative to rates earned on asset holdings that have
not been financed to maturity through the issuance of CMOs or other debt
securities may also adversely affect the Company's "spread income" on such
assets and thus reduce the Company's earnings.

The Company is subject to interest rate risk to a lesser degree in connection 
with the operations of CLCA and the Company's warehouse lending operations
since these loans generally have a floating rate of interest.

                                       18
<PAGE>
 
PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

(a)      Exhibits
         --------

         10.1  Employment Agreement dated September 1, 1997 between IndyMac,
               Inc. and S. Blair Abernathy.
          
         27    Financial Data Schedule 


(b)  Reports on Form 8-K.
     --------------------
 
     None

                                       19
<PAGE>
 
                                   SIGNATURES


    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pasadena, State of California, on November 14, 1997.



                               INMC MORTGAGE HOLDINGS, INC.                     
                                                                    
                                                                    
                               By:    /s/ Michael W. Perry             
                                      ------------------------------------------
                                      Michael W. Perry                 
                                      President and Chief Operating Officer 
                                                                            
                                                                            
                                                                            
                               By:    /s/ James P. Gross 
                                      ------------------------------------------
                                      James P. Gross                        
                                      Senior Vice President and Chief Financial
                                      Officer 

                                       20