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 June 30, 1999 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) 1 Home Campus, Des Moines, Iowa 50328 (Address of principal executive offices) (Zip code) Registrants telephone number, including area code (515) 221-6000 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 July 26, 1999, 100 shares of the registrants 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 - June 30, 1999 and December 31, 1998. 2. Statements of Operations - For the quarters ended June 30, 1999 and 1998. 3. Statements of Operations - For the six months ended June 30, 1999, and 1998. 4. Statements of Stockholders Equity - For the six months ended June 30, 1999 and 1998, and the six months ended December 31, 1998. 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 June 30, 1999 and December 31,1998 June 30, December 31, Assets 1999 1998 Note receivable from parent $ 2,682 $ 2,682 Total assets $ 2,682 $ 2,682 Stockholders Equity Common stock, $1 par value: 100 shares authorized, issued and outstanding $ 100 $ 100 Additional paid-in capital 2,582 2,582 Total stockholders 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 June 30, 1999 and 1998 1999 1998 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 six months ended June 30, 1999 and 1998 1999 1998 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 STOCKHOLDERS EQUITY UNAUDITED For the six months ended June 30, 1999 and 1998, and the six months ended December 31, 1998 Additional Common Paid in Retained Stock Capital Earnings Total Balance, December 31, 1997 $100 2,582 - -- 2,682 Net income -- - -- -- -- Balance, June 30, 1998 $100 2,582 - -- 2,682 Net income -- - -- -- -- Balance, December 31, 1998 $100 2,582 - -- 2,682 Net income -- - -- -- -- Balance, June 30, 1999 $100 2,582 - -- 2,682 7 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations. The following narrative by management of the Companys results of operations is provided in accordance with General Instruction (H)(2)(a) of Form 10-Q. Norwest Mortgage Insured 2, Inc. (the Company), was incorporated on February 15, 1984, under the laws of the State of Delaware, as a wholly-owned subsidiary of Norwest Mortgage, Inc. (the parent company). The parent is the principal mortgage banking business of Wells Fargo & Company and derives its income primarily from mortgage origination and servicing operations. The parent is a wholly-owned subsidiary of Norwest Nova, Inc., which is a wholly owned subsidiary of Wells Fargo & Company. The Company was organized to issue and sell one series of obligations, consisting of four classes (Obligations), collateralized by fully modified, pass-through, mortgage-backed certificates (Certificates) guaranteed as to principal and interest by the Government National Mortgage Association (GNMA), 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 six months ended June 30, 1999 and 1998. The management contract requires all available income of the Company be paid to the parent company as compensation for management services, reimbursement of expenses, and as additional purchase for the GNMA Certificates securing the obligations. 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. Year 2000 Readiness Disclosure The Company is aware of the issues associated with the programming code in existing computer systems as the millennium (year 2000) approaches. The year 2000 problem is pervasive and complex; virtually every computer operation will be affected in some way by the rollover of the two-digit year value to 00. The issue is whether computer systems will properly recognize date-sensitive information when the year changes to 2000. Systems that do not properly recognize such information could generate erroneous data, fail or cause another system to fail. "Systems" include all hardware, networks, system and application software, commercial off-the- shelf software, data and voice communication devices, and embedded technology such as date- impacted processors in automated systems such as elevators, telephone systems, security systems, vault systems, heating and cooling systems and others. 8 The Companys year 2000 readiness projects are divided into four phases: Phase I: comprehensive assessment and inventory of Systems intended to determine year 2000 vulnerability and risk; Phase II: date detection on Systems intended to determine which Systems must be remediated and which Systems are compliant and require testing only; determination of required resources and costs; and the development of schedules and high-level testing plans for the repair, replacement and/or retirement of Systems that are not determined to be year 2000 compliant; Phase III: repair, replacement and/or retirement of Systems that are not determined to be year 2000 compliant; conduct testing of individual Systems; and plan the integration testing for those Systems that have interfaces with other Systems both internal and external to the company, such as those of customers and suppliers; and Phase IV: integration testing of applicable Systems to validate that interfaces with other Systems are year 2000 compliant; and the development of contingency plans, such as plans to recover operations and alternatives to mitigate the effects of counterparties whose own failure to properly address year 2000 issues may adversely impact their ability to perform certain functions. The Company in respect to the year 2000 project has substantially completed all phases (Phases I, II III and IV). The cost to address the Companys year 2000 projects are included as part of the management contract with its parent company. In the event year 2000 problems arise out of a failure of the efforts described above any resulting disruptions could adversely affect the business operations. 9 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. 10 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: July 26, 1999 Robert K. Chapman Chief Financial Officer (Principal Accounting and Financial Officer)