1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended March 31, 1997 Commission file number 0-11606 NORWEST MORTGAGE INSURED 2, INC. (Exact name of registrant as specified in its charter) Delaware 41- 1485350 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 405 S.W. Fifth Street, Des Moines, Iowa 50328 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (515) 237-6000 THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT. 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 filing requirements for the past 90 days. Yes X No . On May 2, 1997, 100 shares of the registrant's common stock were outstanding. All common stock of registrant is held by an affiliate. 2 PART I -- FINANCIAL INFORMATION Item 1. Financial Statements. The following statements of the Company are included herein: 1. Balance Sheets - March 31, 1997 and December 31, 1996. 2. Statements of Operations - For the quarters ended March 31, 1997 and 1996. 3. Statements of Operations - For the three months ended March 31, 1997, and 1996. 4. Statements of Stockholder's Equity - For the three months ended March 31, 1997 and 1996, and the nine months ended December 31, 1996. The financial information for the interim periods is unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the results of operations have been included. The results of operations for an interim period are not necessarily indicative of the results that may be expected for a full year or any other interim period. 3 NORWEST MORTGAGE INSURED 2, INC. (a wholly-owned subsidiary of Norwest Mortgage, Inc.) BALANCE SHEETS UNAUDITED March 31, 1997 and December 31,1996 March 31, December 31, Assets 1997 1996 Note receivable from parent $ 2,682 $ 2,682 Total assets $ 2,682 $ 2,682 Stockholder's Equity Common stock, $1 par value: 100 shares authorized, issued and outstanding $ 100 $ 100 Additional paid-in capital 2,582 2,582 Total stockholder's equity $ 2,682 $ 2,682 4 NORWEST MORTGAGE INSURED 2, INC. (a wholly-owned subsidiary of Norwest Mortgage, Inc.) STATEMENTS OF OPERATIONS UNAUDITED For the quarters ended March 31, 1997 and 1996 1997 1996 Income: Total income $ - -- $ -- Operating expenses: Total operating expenses -- - -- Net income before income taxes -- - -- Provision for income taxes -- - -- Net income $ - -- $ -- 5 NORWEST MORTGAGE INSURED 2, INC. (a wholly-owned subsidiary of Norwest Mortgage, Inc.) STATEMENTS OF OPERATIONS UNAUDITED For the three months ended March 31, 1997 and 1996 1997 1996 Income: Total income $ -- $ -- Operating expenses: Total operating expenses - -- -- Income before income taxes - -- -- Provision for income taxes - -- -- Net income $ -- $ -- 6 NORWEST MORTGAGE INSURED 2, INC. (a wholly-owned subsidiary of Norwest Mortgage, Inc.) STATEMENTS OF STOCKHOLDER'S EQUITY UNAUDITED For the three months ended March 31, 1997 and 1996, and the nine months ended December 31, 1996 Additional Common Paid in Retained Stock Capital Earnings Total Balance, December 31, 1995 $100 2,582 - -- 2,682 Net income -- - - - -- -- Balance, March 31, 1996 $100 2,582 - -- 2,682 Net income -- - -- -- -- Balance, December 31, 1996 $100 2,582 - -- 2,682 Net income -- - -- -- -- Balance, March 31, 1997 $100 2,582 - -- 2,682 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following narrative by management of the Company's results of operations is provided in accordance with General Instruction (H)(2)(a) of Form 10-Q. Norwest Mortgage Insured 2, Inc. (the Company), a wholly-owned subsidiary of Norwest Mortgage, Inc. (the parent company) which is a wholly-owned subsidiary of Norwest Nova, Inc., was incorporated on February 15, 1984, under the laws of the State of Delaware. The Company was organized to issue and sell one series of obligations, consisting of four classes, collateralized by fully modified, pass-through, mortgage-backed certificates guaranteed as to principal and interest by the Government National Mortgage Association, and does not intend to engage in any other business activities except activities incidental and necessary to the foregoing. The Company had no net income for the quarter and three months ended March 31, 1997 and 1996. The management contract is structured so that all available income of the Company shall be paid to the parent company as compensation for management services, reimbursement for certain expenses, and as additional purchase price of the pass-through certificates purchased from the parent company. As a result of the terms of the management contract, it is anticipated that the Company will have no net income for a number of subsequent years. 8 PART II -- OTHER INFORMATION Item 1. Legal Proceedings. None. Item 2. Changes in Securities. Omitted pursuant to General Instruction (H)(2)(b) of Form 10-Q. Item 3. Defaults Upon Senior Securities. Omitted pursuant to General Instruction (H)(2)(b) of Form 10-Q. Item 4. Submission of Matters to a Vote of Security Holders. Omitted pursuant to General Instruction (H)(2)(b) of Form 10-Q. Item 5. Other Information. Not applicable. Item 6. Exhibits and Reports on Form 8-K. (a) None. (b) None. 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant had duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Norwest Mortgage Insured 2, Inc. Dated: May 2, 1997 Robert K. Chapman Chief Financial Officer (Principal Accounting and Financial Officer)