<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
Commission File Number 1-2979
NORWEST CORPORATION SAVINGS - INVESTMENT PLAN
NORWEST CORPORATION
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Employee Benefit Plan) have
duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORWEST CORPORATION
SAVINGS - INVESTMENT PLAN
BY:/s/ Michael A. Graf
Michael A. Graf
Senior Vice President and
Controller
DATE: June 24, 1994
<PAGE>
TABLE OF CONTENTS
Independent Auditors' Report .................................. F-1
Statements of Net Assets as of December 31, 1993 and 1992 ..... F-2
Statements of Changes in Net Assets
for the Years Ended December 31, 1993, 1992 and 1991 ....... F-3
Notes to Financial Statements ................................. F-5
Schedule I - Assets Held For Investment Purposes .............. S-1
Schedule II - Reportable Transactions ......................... S-2
The following is a complete list of Exhibits filed or incorporated by
reference as part of this annual report:
EXHIBITS
1. Norwest Corporation Savings - Investment Plan, as amended and
restated effective January 1, 1991 (incorporated herein by reference
to Exhibit 28(b) of Form S-8 Registration Statement No. 33-38767).
2. Consent of Independent Auditors ........................... E-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Plan Administrator of the
Norwest Corporation Savings-Investment Plan:
We have audited the accompanying statements of net assets of the Norwest
Corporation Savings-Investment Plan (the Plan) as of December 31, 1993 and 1992,
and the related statements of changes in net assets for each of the years in the
three-year period ended December 31, 1993. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of the Plan as of December 31, 1993 and
1992,and the changes in net assets for each of the years in the three-year
period ended December 31, 1993 in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included
in Schedules I and II is presented for purposes of additional analysis and is
not a required part of the basic financial statements. Such information has
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
KPMG PEAT MARWICK
June 14, 1994
F-1
<PAGE>
NORWEST CORPORATION SAVINGS - INVESTMENT PLAN
Statements of Net Assets
December 31, 1993 and 1992
Assets: 1993 1992
Investment in Norwest Corporation
Master Savings Trust* (notes 3, 4 and 5) $695,204,513 $569,076,414
Loans receivable from participants 21,980,542 15,186,941
Total assets 717,185,055 584,263,355
Liabilities:
Long-term debt - Norwest Corporation* (note 10) (16,256,666) (19,500,114)
Benefit payments and withdrawals payable (2,365,187) (2,517,763)
Due to broker for securities purchased (2,603,034) --
Other liabilities (3,808) (4,560)
Total liabilities (21,228,695) (22,022,437)
Net assets $695,956,360 $562,240,918
* Represents a party-in-interest (see note 7).
See accompanying notes to financial statements.
F-2
<PAGE>
NORWEST CORPORATION SAVINGS - INVESTMENT PLAN
Statements of Changes in Net Assets
Years Ended December 31, 1993, 1992 and 1991
<TABLE>
<CAPTION>
1993 1992 1991
<S> <C> <C> <C>
Net investment income from:
Norwest Corporation Master
Savings Trust* (notes 3, 4 and 5) $ 78,951,113 $ 74,368,942 $125,023,802
Long-term debt interest expense -
Norwest Corporation* (1,576,606) (1,837,513) (2,258,527)
Net investment income 77,374,507 72,531,429 122,765,275
Contributions:
Employer 13,133,055 13,386,054 20,062,240
Employee 46,264,280 31,459,815 25,908,978
59,397,335 44,845,869 45,971,218
Benefit payments and withdrawals (21,451,652) (21,042,519) (22,966,332)
Plan asset transfers (note 2) 18,395,252 87,338,015 1,811,703
Increase in net assets 133,715,442 183,672,794 147,581,864
Net assets:
Beginning of year 562,240,918 378,568,124 230,986,260
End of year $695,956,360 $562,240,918 $378,568,124
</TABLE>
* Represents a party-in-interest (see note 7).
See accompanying notes to financial statements. (continued)
F-3
<PAGE>
NORWEST CORPORATION SAVINGS - INVESTMENT PLAN
Statements of Changes in Net Assets, continued
Years Ended December 31, 1993, 1992 and 1991
Supplemental schedule of items not affecting net assets for the years ended
December 31:
1993 1992 1991
Principal payments on long-term
debt to Norwest Corporation* $ 3,243,448 $ 3,015,904 $ 8,124,722
* Represents a party-in-interest (see note 7).
See accompanying notes to financial statements.
F-4
<PAGE>
NORWEST CORPORATION SAVINGS - INVESTMENT PLAN
Notes to Financial Statements
December 31, 1993, 1992 and 1991
(1) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis
of accounting.
(b) Master Trust Fund Managed by Norwest Bank Minnesota, N.A. (Trustee)
Under the terms of a trust agreement between the Trustee and the Norwest
Corporation Savings - Investment Plan (the Plan), the Trustee manages a master
trust fund on behalf of the Plan. The Trustee has been granted discretionary
authority concerning purchases and sales of investments in the master trust
fund. The investments of the master trust fund and the changes therein have
been reported to the Plan by the Trustee as having been determined on a cash
basis using the current value of all assets in the trust fund.
(c) Norwest Corporation Master Savings Trust
The Plan, together with other retirement plans sponsored by Norwest
Corporation (the Corporation), invests its assets on a commingled basis in the
Norwest Corporation Master Savings Trust (the Trust).
The Trust is comprised of the following five investment funds: Bond Fund, S&P
Index Fund, Stable Return Fund, Growth Equity Fund, and Stock Fund. Under the
terms of the Trust agreement, the Trustee maintains custody of the five funds
on behalf of the Trust.
(d) Costs and Expenses
All costs and expenses of administering the Plan and Trust are paid by the
Corporation.
(e) Investments
Investments are stated at current value based upon quotations obtained from
national securities exchanges. Investments in commingled investment funds are
carried at the current unit value of the fund at the end of the Plan year.
Loans receivable from participants are valued at principal plus accrued
interest.
F-5
<PAGE>
NORWEST CORPORATION SAVINGS - INVESTMENT PLAN
(2) Description of Plan
(a) General
The Plan is a defined contribution plan consisting of profit sharing and stock
bonus portions sponsored by the Corporation. Subsidiaries of the Corporation
may elect to be participating employers in the Plan and to offer its benefits
to their employees. Generally, an employee is eligible to participate in the
Plan if he or she (a) is a qualified employee as defined in the Plan, (b) has
worked for the participating employer for at least twelve months (c) has
completed at least 1,000 hours of service in his or her first twelve
consecutive months of employment or during any subsequent calendar year, and
(d) has attained age 21.
Active participants may make before-tax contributions of two percent to twelve
percent of their certified earnings. These contributions are matched by the
participating employer in an amount equal to 100 percent up to six percent of
their before-tax contribution. Participants are fully vested in employee
contributions and become vested in the employer contributions at 25% per year.
Effective April 1, 1989, the Plan was amended to add stock bonus and employee
stock ownership plan (ESOP) features. The ESOP may borrow money for the
purpose of purchasing the Corporation's common stock. During 1989, the Plan
borrowed money from the Corporation to buy common stock from the Corporation.
The Plan is also authorized to borrow money directly from outside lenders and
may also purchase the Corporation's common stock from sellers other than the
Corporation.
Distributions are made in a lump sum or in installments depending upon the
circumstances of a participant's termination of employment. Distributions
from the participants' accounts invested in the Norwest ESOP Fund and/or the
Norwest Stock Fund are made in shares of the Corporation's common stock with
the value of fractional shares paid in cash. If the employee has less than
one hundred shares, they may elect to receive cash for the shares.
Distributions from other funds are made in cash.
A participant may make withdrawals from his or her employer or employee
contribution accounts (as allowed under IRS regulations). Such withdrawals
are subject to certain restrictions as described in the Plan. Certain
restrictions associated with withdrawals may be waived in the event a
participant demonstrates financial hardship. A participant with holdings in
the Norwest ESOP Fund may request the withdrawal invested in that Fund be
disbursed in the form of common stock.
F-6
<PAGE>
NORWEST CORPORATION SAVINGS - INVESTMENT PLAN
Two types of loans are available under the Plan: general purpose and
principal residence. General purpose loans are available for any purpose.
The term of a general purpose loan may not exceed five years. Principal
residence loans are available only to finance the purchase or construction of
the participant's principal residence. The term of a principal residence loan
may not exceed 20 years. Participants may obtain only one general purpose
loan per calendar year and may have no more than two general purpose and one
principal residence loans outstanding at any time. Participants may not apply
for a loan within three months of applying for or receiving a regular
withdrawal from the Plan. The maximum amount of any loan, when added to the
balance outstanding on all other loans to the participant, may not exceed the
smaller of (1) $50,000, less the largest outstanding loan balance from all
defined contribution plans sponsored by the corporation during the preceding
12 months, or (2) 50 percent of the participant's total account balances in
the Plan. The employer contributions in the ESOP Funds are not available for
loans. The minimum principal amount for any loan is $1,000.
The loan interest rate is based on the base rate set by the Trustee in its
banking capacity and is subject to review and change quarterly. Repayments on
loans are generally made by monthly payroll deductions and are immediately
allocated back to the appropriate funds based on the participant's investment
elections. Loans may be repaid in full at the end of any month.
Disbursements of loan proceeds are recorded as benefit payments, and loan
repayments and interest are recorded as contributions by employees on the fund
level.
(b) Norwest ESOP Fund
Amounts in this fund consist of Norwest common stock and are not subject to
investment direction. However, each participant who has attained age 55 may
direct investment of all or a portion of the amounts in his or her Norwest
ESOP Fund into any of the other investment funds.
The Corporation's common stock purchased with the proceeds of the long-term
debt with the Corporation represent leveraged shares and are held in an
account called the "Unallocated Reserve". The leveraged shares are released
from the Unallocated Reserve as the long-term debt is repaid. Such stock is
used to provide all or part of the employers' matching contributions credited
to employees' ESOP accounts (see note 2(c)).
The Plan provides that dividends received on the Corporation's common stock
held in the Norwest ESOP Fund will be applied to make any required long-term
debt payments. To the extent that such dividends are not sufficient to make
required long-term debt payments, employer contributions will be applied to
make the required payments. To the extent that dividends on the Corporation's
common stock held in participants' accounts are used to repay the long-term
debt, an amount of the Corporation's common stock having a value equal to the
dividends so applied will be allocated to the participants' accounts.
F-7
<PAGE>
NORWEST CORPORATION SAVINGS - INVESTMENT PLAN
(c) Employer-Matching Contributions
Employers' matching contributions are invested 100 percent in the
Corporation's common stock. These shares can be ESOP, original issue or
treasury shares.
(d) Plan Mergers
Effective January 1, 1993, the net assets from the Vistar Bank Cash or
Deferred Profit Sharing Plan and Trust were merged with the Plan. Effective
April 1, 1993, the net assets from the following plans were merged with the
Plan: Lincoln Financial Corporation Thrift and Profit Sharing Plan, Merchants
and Miners State Bank of Hibbing 401(k) Retirement Plan, the Bank of Aspen
Employee Retirement Savings Plan, University Bank 401(k) Profit Sharing Plan
and Trust, and BORIS Systems, Inc. Employees 401(k) Plan.
Effective January 1, 1992, the net assets of the FIWI 401(k), FINI 401(k), and
FIB 401(k) Plans were merged with the Plan. Effective July 1, 1992, the net
assets of the UBC 401(k) and the WNB 401(k) Plans were merged with the Plan.
Effective October 1, 1991, the net assets of the Norwest Mortgage Thrift and
Profit Sharing Plan were merged with the Plan.
(e) Withdrawals and Forfeitures
When a participant retires at age 65 (or at age 60 with four years of service)
or later, he or she is entitled to withdraw his or her total fund balance. At
age 59 1/2 or later, a participant may withdraw all or part of his or her
contributions to the Plan and the earnings thereon. The non-vested portion is
forfeited and serves to reduce employer contributions.
F-8
<PAGE>
NORWEST CORPORATION SAVINGS - INVESTMENT PLAN
(3) Norwest Corporation Savings - Investment Plan
Five investment funds are available within the Trust: Bond Fund,
S&P Index Fund, Stable Return Fund, Growth Equity Fund, and Stock
Fund. Also included within the Trust are the Allocated and
Unallocated ESOP Funds. The Bond Fund's primary objective is to
produce a higher level of income and more consistent investment
performance than short-term investments. The S&P Index Fund's
primary objective is to closely track the S&P 500 Index to achieve
growth through capital appreciation, with income through dividends
as a secondary objective. The Stable Return Fund's primary
objective is to seek preservation of capital and liquidity along
with the highest possible current income. The Growth Equity Fund's
primary objective is growth through long-term capital appreciation.
The Stock Fund is primarily invested in common stock of Norwest
Corporation. The Plan's participation in each investment fund as a
percent of the total Trust assets as of December 31, 1993 was: Bond
Fund 100%, Stable Return Fund 100%, Growth Equity Fund 100%, Stock Fund 100%.
<TABLE>
<CAPTION>
Bond Fund S&P Index Fund
1993 1992 1991 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C>
Contributions $ 5,679,004 $ 4,632,460 $ 5,255,262 $ 8,682,202 $ 6,447,307 $ 6,832,562
Withdrawals (3,891,408) (3,524,789) (2,591,110) (4,713,418) (4,364,409) (2,695,877)
Net investment income 3,177,390 2,852,100 3,606,715 5,702,512 4,286,856 9,988,007
Long-term debt
interest expense -- -- -- -- -- --
Release of common stock -- -- -- -- -- --
Transfer from (to)
other funds (2,105,412) 913,816 (1,708,161) (118,672) 108,115 (874,581)
Plan asset transfers 3,881,473 3,425,167 95,205 2,159,802 3,757,536 146,086
Increase (decrease) in
net assets 6,741,047 8,298,754 4,657,911 11,712,426 10,235,405 13,396,197
Net assets:
Beginning of year 41,088,878 32,790,124 28,132,213 55,763,042 45,527,637 32,131,440
End of year $ 47,829,925 $ 41,088,878 $ 32,790,124 $ 67,475,468 $ 55,763,042 $ 45,527,637
</TABLE>
<TABLE>
<CAPTION>
Stable Return Fund Growth Equity Fund
1993 1992 1991 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C>
Contributions $ 9,296,230 $ 7,372,966 $ 10,758,534 $ 10,159,497 $ 6,527,986 $ 4,074,318
Withdrawals (8,626,276) (9,505,808) (5,889,750) (3,279,846) (2,380,439) (754,328)
Net investment income 6,454,452 5,688,186 5,676,895 8,499,927 2,080,594 4,491,951
Long-term debt
interest expense -- -- -- -- -- --
Release of common stock -- -- -- -- -- --
Transfer from (to)
other funds (3,535,932) (1,250,880) (3,705,617) 2,408,522 1,041,923 6,376,745
Plan asset transfers 6,211,634 11,006,706 909,896 2,887,230 2,654,673 265,327
Increase (decrease) in
net assets 9,800,108 13,311,170 7,749,958 20,675,330 9,924,737 14,454,013
Net assets:
Beginning of year 83,528,387 70,217,217 62,467,259 31,596,833 21,672,096 7,218,083
End of year $ 93,328,495 $ 83,528,387 $ 70,217,217 $ 52,272,163 $ 31,596,833 $ 21,672,096
</TABLE>
(continued)
F-9
<PAGE>
NORWEST CORPORATION SAVINGS - INVESTMENT PLAN
(3) Norwest Corporation Savings - Investment Plan
<TABLE>
<CAPTION>
Stock Fund Allocated ESOP
1993 1992 1991 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions $ 18,114,173 $ 10,377,281 $ 10,150,507 $ 4,829 $ 292,676 $ --
Withdrawals (13,394,325) (22,886,547) (3,424,879) (7,127,044) (5,986,621) (7,610,388)
Net investment income 21,570,566 22,456,360 25,109,574 21,119,801 24,820,138 51,088,153
Long-term debt
interest expense -- -- -- -- -- --
Release of common stock -- -- -- 14,531,665 19,911,420 12,083,649
Transfer from (to)
other funds 6,417,445 202,892 1,268,480 (5,312,900) (3,594,873) (4,271,574)
Plan asset transfers 3,255,113 66,443,983 395,189 -- (128) --
Increase (decrease) in
net assets 35,962,972 76,593,969 33,498,871 23,216,351 35,442,612 51,289,840
Net assets:
Beginning of year 139,958,138 63,364,169 29,865,298 147,848,957 112,406,345 61,116,505
End of year $175,921,110 $139,958,138 $ 63,364,169 $171,065,308 $147,848,957 $112,406,345
</TABLE>
<TABLE>
<CAPTION>
Unallocated ESOP Non-ESOP Stock Fund
1993 1992 1991 1993 1992 1991
<S> <C> <S> <C> <C> <C> <S><C> <C>
Contributions $ 8,945,576 $ 7,650,911 $ 8,900,035 $ 4,139,923 $ 6,030,049 $ --
Withdrawals 173,208 844,527 -- 6,989,757 12,746,158 --
Net investment income 9,646,370 9,023,188 25,062,507 2,780,095 3,161,520 --
Long-term debt
interest expense (1,576,606) (1,837,513) (2,258,527) -- -- --
Release of common stock (14,531,665) (19,911,420) (12,083,649) -- -- --
Transfer from (to)
other funds 2,317,672 2,739,906 2,914,708 (70,723) (160,899) --
Plan asset transfers -- -- -- -- 50,078 --
Increase (decrease) in
net assets 4,974,555 (1,490,401) 22,535,074 13,839,052 21,826,906 --
Net assets:
Beginning of year 25,442,836 26,933,237 4,398,163 21,826,906 -- --
End of year $ 30,417,391 $ 25,442,836 $ 26,933,237 $ 35,665,958 $ 21,826,906 $ --
</TABLE>
(continued)
F-10
<PAGE>
NORWEST CORPORATION SAVINGS - INVESTMENT PLAN
(3) Norwest Corporation Savings - Investment Plan
<TABLE>
<CAPTION>
Prior Year Loan Fund Loan Fund
1993 1992 1991 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions $ -- $ -- $ -- $ (5,624,099) $ (4,485,767) $ --
Withdrawals -- -- -- 12,417,700 14,015,409 --
Net investment income -- -- -- -- -- --
Long-term debt
interest expense -- -- -- -- -- --
Release of common stock -- -- -- -- -- --
Transfer from (to)
other funds -- -- (5,657,299) -- -- 5,657,299
Plan asset transfers -- -- -- -- -- --
Increase (decrease) in
net assets -- -- (5,657,299) 6,793,601 9,529,642 5,657,299
Net assets:
Beginning of year -- -- 5,657,299 15,186,941 5,657,299 --
End of year $ -- $ -- $ -- $ 21,980,542 $ 15,186,941 $ 5,657,299
</TABLE>
<TABLE>
<CAPTION>
Total
1993 1992 1991
<S> <C> <C> <C>
Contributions $ 59,397,335 $ 44,845,869 $ 45,971,218
Withdrawals (21,451,652) (21,042,519) (22,966,332)
Net investment income 78,951,113 74,368,942 125,023,802
Long-term debt
interest expense (1,576,606) (1,837,513) (2,258,527)
Release of common stock -- -- --
Transfer from (to)
other funds -- -- --
Plan asset transfers 18,395,252 87,338,015 1,811,703
Increase (decrease) in
net assets 133,715,442 183,672,794 147,581,864
Net assets:
Beginning of year 562,240,918 378,568,124 230,986,260
End of year $695,956,360 $562,240,918 $378,568,124
</TABLE>
F-11
<PAGE>
NORWEST CORPORATION SAVINGS - INVESTMENT PLAN
(4) Investments
The following investments represent five percent or more of the Plan's
net assets available for benefits at December 31:
Current Value
1993
Investment in Norwest Corporation
Master Savings Trust* $ 695,204,513
1992
Investment in Norwest Corporation
Master Savings Trust* $ 569,076,414
* Represents a party-in-interest (see note 7).
(5) Statement of Net Assets for the Norwest Corporation Master Savings Trust
1993 1992
Assets held by Trustee:
Investments at current value:
Common Stock - Norwest Corporation* $ 428,139,710 $ 353,427,703
Commingled investment funds -
Norwest Bank Minnesota, N.A.* -
Stable Return Fund 92,893,891 83,507,228
S&P Index Fund 67,446,111 55,698,225
Bond Fund 47,838,778 40,998,310
Growth Equity Fund 52,182,465 31,294,216
Short-term Investment Fund 5,694,414 3,053,315
Total commingled investment funds 266,055,659 214,551,294
Certificates of deposits 500,000 --
Guaranteed insurance contracts 485,006 --
Cash 4 445,971
Assets held by Trustee 695,180,379 568,424,968
Other assets 24,134 651,446
Total assets 695,204,513 569,076,414
Liabilities:
Long-term debt - Norwest Corporation* (16,256,666) (19,500,114)
Benefit payments and withdrawals payable (2,365,187) (2,517,763)
Other liabilities (2,606,842) (4,560)
Total liabilities (21,228,695) (22,022,437)
Net assets $ 673,975,818 $ 547,053,977
* Represents a party-in-interest (see note 7)
F-12
<PAGE>
NORWEST CORPORATION SAVINGS - INVESTMENT PLAN
(6) Statement of Changes in Net Assets for the
Norwest Corporation Master Savings Trust
<TABLE>
<CAPTION>
Year Ended December 31
1993 1992 1991
<S> <C> <C> <C>
Net investment income:
Dividends on common stock -
Norwest Corporation* $ 10,844,740 $ 8,794,957 $ 6,726,373
Income from commingled
investment funds -
Norwest Bank Minnesota, N.A.* 240,833 71,542 305,358
Long-term debt interest expense -
Norwest Corporation* (1,576,606) (1,837,513) (2,258,527)
Net investment income 9,508,967 7,028,986 4,773,204
Realized gains:
Common stock - Norwest Corporation* 6,437,519 5,024,767 3,285,369
Commingled investment funds -
Norwest Bank Minnesota, N.A.* 2,226,196 2,453,971 178,653
Change in unrealized
appreciation (depreciation):
Common Stock - Norwest Corporation* 37,908,666 48,712,703 107,541,213
Commingled investment funds -
Norwest Bank Minnesota, N.A.* 21,585,322 12,729,157 25,189,772
Contributions:
Employer 13,133,055 13,386,054 20,062,240
Employee and repayment of loans 51,904,406 36,272,608 21,498,818
65,037,461 49,658,662 41,561,058
Benefit payments, withdrawals,
and loan advances (34,042,564) (46,533,160) (29,492,640)
Other receipts (disbursements) 7,529 17,925 (1,516,259)
Deposits from participating plans 18,252,745 11,051,466 80,060,168
Termination of loan fund -- -- (5,657,299)
Increase in net assets 126,921,841 90,144,477 225,923,239
Net assets:
Beginning of year 547,053,977 456,909,499 230,986,260
End of year $673,975,818 $547,053,977 $456,909,499
* Represents a party-in-interest (see note 7).
F-13
<PAGE>
NORWEST CORPORATION SAVINGS - INVESTMENT PLAN
(7) Party-in-Interest Transactions
The Plan engages in transactions involving the acquisition or disposition of
units of participation in commingled investment funds of Norwest Bank
Minnesota, N.A., the Trustee and a party-in-interest with respect to the Plan.
These transactions are covered by an exemption from the "prohibited
transactions" provisions of ERISA and the Internal Revenue Code.
Purchases of the Corporation's common stock are made from the Corporation or
other parties. Sales of the Corporation's common stock are made to
independent broker-dealers or to the Corporation.
As the long-term debt to the Corporation is repaid, leveraged shares of the
Corporation's stock are released from the unallocated reserve. Interest on
the long-term debt is paid directly to the Corporation in accordance with the
exempt loan agreement.
(8) Subsequent Event
Effective April 1, 1994, the net assets from the Ford Bank Group 401(k) Saving
Plan and the United New Mexico Financial Corporation Thrift Plan were merged
with the Plan. These merges increased the net assets of the Plan by
approximately $12 million.
On March 31, 1994, the ESOP purchased 40,900 shares of ESOP Cumulative
Convertible Preferred Stock from the Corporation for $42.1 million and issued
a note payable to the Corporation. The shares have a stated value of $1,000
per share, with cumulative dividends payable quarterly at an annual rate of
9.00%. The note bears interest at 6.12% and is due 2004. As the note payable
is repaid, the shares will be released and converted into Norwest common stock
for allocation to participant accounts. The shares are convertible based on
the stated value of the shares and the then current market price of the common
stock.
(9) Federal Income Taxes
The Internal Revenue Service has issued a determination letter stating that
the Plan qualifies under Section 401(a) of the Internal Revenue Code and that
the trust created thereunder is exempt from Federal income taxes under Section
501(a) of the Internal Revenue Code. Since the receipt of the determination
letter, certain Plan amendments have been made. It is the opinion of the
Corporation that the Plan continues to qualify under Section 401(a) of the
Internal Revenue Code.
(10) Long-term Debt
Long-term debt at December 31 consisted of:
1993 1992
8.35% Series A ESOP Note due 1996 $ 2,919,666 $ 6,163,114
8.45% Series B ESOP Note due 1996 to 1999 13,337,000 13,337,000
Total long-term debt $ 16,256,666 $ 19,500,114
The Series A and B ESOP Notes represent exempt loans from the Corporation, a
participating employer in the Plan, to the Plan. The notes may be repaid in
monthly installments through April 26, 1999.
F-14
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Schedule I
NORWEST CORPORATION SAVINGS - INVESTMENT PLAN
Assets Held for Investment Purposes
December 31, 1993
Identity of Issue Description of Investment Cost Fair Value
Investment in
Norwest Corporation
Master Savings Trust* Commingled Investment Funds $382,145,467 $695,204,513
Loans receivable
from participants 21,980,542 21,980,542
Total investments $404,126,009 $717,185,055
* Represents a party-in-interest (see note 7).
See accompanying independent auditors' report.
S-1
<PAGE>
Schedule II
NORWEST CORPORATION SAVINGS - INVESTMENT PLAN
Reportable Transactions
December 31, 1993
Series of Transactions
Total # of Total # of
Contributions Withdrawals Total Dollar Total Dollar
During During Value of Value of
Identity of Issue Plan Year Plan Year Contributions Withdrawals
Norwest Corporation
Master Savings Trust* 28 6,216 $ 65,021,434 $ 33,869,352
Note: Net gain or (loss) is unavailable as specific information with respect
to the cost of units purchased is not readily available from the Trustee.
* Represents a party-in-interest (see note 7).
See accompanying independent auditors' report.
S-2
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Plan Administrator of the
Norwest Corporation Savings-Investment Plan:
We consent to the use of our report included herein, and to incorporation by
reference of our report dated June 14, 1994, relating to the statements of net
assets of the Norwest Corporation Savings-Investment Plan as of December 31,
1993 and 1992, and the related statements of changes in net assets for each of
the years in the three-year period ended December 31, 1993, which report
appears elsewhere in this December 31, 1993 Annual Report on Form 11-K in the
following Registration Statements of Norwest Corporation: 33-21484, 33-27282,
33-38767, and 33-50305 on Form S-8.
KPMG PEAT MARWICK
June 20, 1994
E-1
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