MOTORS MECHANICAL REINSURANCE CO LTD - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

X Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

For the fiscal year ended December 31, 1996

Or

Transition Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Commission file number 33-6534

MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
(Exact name of registrant as specified in its charter)

Barbados Not Applicable
(State or other jurisdiction (I.R.S. employer identification
of incorporation or organization) number)

Financial Services Centre
Bishops Court Hill Not Applicable
St. Michael, Barbados, W.I. (Zip Code)
(Address of principal
executive offices)

Registrant's telephone number, including area code (246) 436-4895

Securities registered pursuant to Section 12(b) of the Act:

Name of each
Title of each class Exchange on which registered

None None

Securities registered pursuant to Section 12(g) of the Act:

None

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 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

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]

Aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 1, 1997, was $1,950,000.

Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

Class As of March 1, 1997

Common Stock, no-par value 2,000
Participating Stock, no-par value 26,000

* Based on current offering price of $75 per share.

PART I

Item 1. BUSINESS

INTRODUCTION

Motors Mechanical Reinsurance Company, Limited (the "Company") was incorpo rated
in Barbados on June 12, 1986. It became registered in Barbados as an insurer on
June 30, 1986 and commenced insurance operations on December 11, 1987.

The business of the Company is the assumption of motor vehicle mechanical
service agreements arising under insurance policies reinsured by Motors
Insurance Corporation ("MIC") to the extent such policies are attributable to an
MIC Mechanical account in respect of which a series of shares is issued and
outstanding (the "Policies"). These policies are issued either to General Motors
Corporation or affiliates ("GM") or to automobile dealers, reinsured by MIC, and
retroceded to the Company. Shares of the Company's Participating Stock (the
"Shares") are sold to persons designated by owners of motor vehicle sales
franchises with respect to which MIC maintains an MIC Mechanical Account. A
separate series is created for Shares relating to each MIC Mechanical Account,
and a separate "Subsidiary Capital Account" is maintained for each such series.
The profitability of the Company reflects both underwriting and investment
experience, which is allocated among the Subsidiary Capital Accounts.

THE RETROCESSION

The Retroceding Company. MIC, the retroceding company under the Retrocession
Agreement described below, is a stock insurance company organized under the
laws of New York. All of MIC's outstanding stock is owned by General Motors
Acceptance Corporation which, in turn, is a wholly owned subsidiary of GM. MIC,
directly and through its subsidiaries, offers property and casualty coverages in
all 50 states and the District of Columbia, as well as in Canada and Europe. MIC
consistently has been awarded A.M. Best Company's insurance financial rating of
A + (Superior), one of the highest possible ratings.

The Retrocession Agreement -- Principal Agreement. The Company has entered into
a "quota share" retrocession agreement (the "Agreement") which became effective
as of December 11, 1987. Pursuant to the Agreement, MIC retrocedes to the
Company, and the Company is obligated to assume, MIC's risks in respect of
policies issued by any MIC subsidiary and reinsured by MIC that cover motor
vehicle mechanical service agreements, to the extent that risks under such
policies are attributable to an MIC Mechanical Account in respect of which a
series of Shares is issued and outstanding. MIC retrocedes 100% of the risk and
the Company receives 75% of the original gross premium, reduced by agents'
commissions, if any. The remaining 25% of the gross premium is retained by MIC
as a ceding commission. The Company assumes 75% of the risk with respect to
these policies and MIC pays 56.25% of the gross premium at the time the policies
are written. The remaining 25% of the risk is ceded to the Company and MIC pays
18.75% of the gross premium as the premiums are earned. Settlements between the
Company and MIC are made quarterly.

The Agreement may be terminated at any time by mutual consent of the
parties, or by either party upon 30 days written notice. Upon termination of the
Agreement, MIC and the Company will remain bound by their respective obligations
under the Agreement with respect to risks retroceded prior to the close of
business on the date of termination. However, risks not yet retroceded to the
Company under the Agreement shall remain risks of MIC.

The Retrocession Agreement -- Supplemental Agreement. MIC from time to time
enters into agreements with Franchise owners for which an MIC Mechanical Account
is established, pursuant to which MIC, acting for itself and on behalf of
certain of its subsidiaries, agrees to cede or retrocede to another insurance
company mutually satisfactory to MIC and the respective Franchise owners the
unexpired liability on service contracts, insured under the Policies, sold after
the date specified in each such agreement. This liability can be ceded or
retroceded to dealer-owned companies organized specifically with respect to a
particular Franchise or, if a series of Shares is issued which relates to the
Franchise, pursuant to an agreement between MIC and the Company (the
"Supplemental Retrocession Agreement"). For this purpose, unexpired liability
means MIC's liability in respect of the remaining period of coverage under the
Policy as of the effective date of the cession. Under the Supplemental
Retrocession Agreement, unexpired liability in respect of the Policies is
assumed on the same basis as risks retroceded to the Company under the principal
Retrocession Agreement.

Types of Risks Subject to Retrocession. Coverages assumed under the Agreement
are limited to service contracts or insurance policies insured or reinsured by
MIC that provide indemnification against specific motor vehicle mechanical
repairs not covered by manufacturer's new vehicle warranties. Such service
contracts or insurance policies often provide additional coverages, such as
towing and rental allowances.

Loss Reserves. Reserves are balance sheet liabilities representing estimates of
amounts needed in the future to pay claims with respect to insured events which
have occurred as of the balance sheet dates.

For purposes of establishing loss reserves, the Company relies upon the advice
of MIC. Loss reserves are established after an annual actuarial review, based on
judgments of the effects of technological change, manufacturers' warranties, and
MIC's historical experience with motor vehicle mechanical service agreements.
Consequently, the determination of loss reserves is an estimate and a process
inherently subject to a number of highly variable factors. Any adjustments to
reserves are reflected in the operating results for the periods in which they
become known.

The Company's incurred loss ratios (losses incurred as a percentage of net
premium earned) on all mechanical business for the years ended December 31,
1996, 1995, and 1994 were 66.6%, 67.5% and 69.6% respectively.

The following table sets forth an analysis of changes in the loss reserves for
the years ended December 31, 1994, 1995 and 1996:

Year Ended
12/31/94 12/31/95 12/31/96

Beginning balance in
reserves for losses......... $1,910,030 $2,660,270 $3,480,334
---------- ---------- ----------

Add-provision for losses incurred
related to:

Current claim year........ 14,893,890 19,540,192 24,080,078

Prior claim years......... (63,724) (109,160) (42,251)
---------- ---------- ----------

Total.............. 14,830,166 19,431,032 24,037,827
---------- ---------- ----------
Deduct-paid losses
attributable to:

Current claim year........ 12,527,026 16,461,768 20,330,269

Prior claim years......... 1,552,900 2,149,200 2,903,588
---------- ---------- ----------

Total................. 14,079,926 18,610,968 23,233,857
---------- ---------- ----------

Ending balance in reserves
for losses.................. $2,660,270 $3,480,334 $4,284,304
========== ========== ==========

The following table analyzes the development of losses and loss adjustment
expenses from February 1, 1989 through December 31, 1996.

12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96

Liability for unpaid
claims and claims
adjustment expense $1,396,542 $1,622,855 $1,910,030 $2,660,270 $3,480,334 $4,284,304
========== ========== ========== ========== ========== ==========

Paid (cumulative) in
subsequent year(s) $ 912,465 $1,261,788 $1,552,900 $2,149,200 $2,903,588

Estimated unpaid
liability as of
year end* 186,542 226,818 293,406 401,910 534,495
---------- ---------- ---------- ---------- ----------

Cumulative Deficiency
(Redundancy) $ (297,535) $ (134,249) $ (63,724) $ (109,160) $ (42,251)
========== ========== ========== ========== ==========

*/ Because mechanical breakdown claims are generally paid within 90 days of when
they are incurred, liability for unpaid claims incurred in prior years is
negligible. Accordingly, liability for unpaid claims incurred in all prior years
has been combined at each year end.

The table shows initial estimated reserves at December 31, 1996, 1995, 1994,
1993, 1992, 1991 and 1990 and January 31, 1990 and amounts paid on claims
unsettled at each prior period end. Claims are typically processed for payment
at the time the claim is reported. Therefore, the recorded claim liability at
each year end represents the estimated incurred but not reported claims and
claims in the process of payment. The cumulative deficiency or redundancy
represents the total change in reserve estimates covering prior years.

The policies reinsured by the Company are written for multiple years (up to six
years) and losses do not occur equally over the period for which the policy is
written but tend to be clustered in the later years. Therefore, loss experience
for prior years may not be indicative of that for future years.

INVESTMENT INCOME

A major source of income to an insurance company is income earned on the
investment of amounts not currently required to meet losses or expenses. The
principal funds available for investment by the Company come from accumulated
capital, and the cumulative excess of premiums collected over losses and
operating expenses paid.

The Company's funds are invested in a manner consistent with investment
guidelines that are established by the Board. The Company invests primarily
in U.S. dollar-denominated securities issued outside of the United States by
non-United States private or governmental issuers, and U.S. dollar-denominated
bank certificates of deposit issued by foreign banks and foreign branches of
U.S. banks. Subject to the satisfaction of certain conditions, the Company
may make limited investments in non-U.S. dollar denominated bonds, on a fully
currency-hedged basis. The Company may invest only in securities and
certificates which are rated at least Aa3 by Moody's or AA- by Standard & Poor's
or the equivalent, or are guaranteed by such an issuer. However, certain unrated
securities may also be held if, in the opinion of the investment manager, they
have at least equivalent credit standing to the above rating standard. The Board
reviews on a regular basis and, where appropriate, revises the investment
objectives and guidelines for the Company's funds. There can be no assurance,
however, as to whether a particular investment objective, once adopted, can be
achieved or that adverse factors would not cause a decrease in the overall value
of the Company's investment portfolio.

Investments in non-U.S. securities, particularly those of non-governmental
issuers, may involve considerations not ordinarily associated with investments
in U.S. issuers. These considerations include, but are not limited to, the
possibility of expropriation, the unavailability of financial information or
difficulty in interpreting such information when it is prepared under local
accounting or regulatory standards, the possible negative impact of political,
social or diplomatic developments, and the possible imposition of withholding
taxes by local taxing authorities.

Rothschild Asset Management Limited ("Rothschild") manages the
investment and reinvestment of the Company's funds in accordance with the
investment policies and guidelines established by the Board. Rothschild, which
is one of the leading institutions engaged in the management of offshore
fixed-income portfolios, and which has been providing this service since 1974,
is an affiliate of NM Rothschild and Sons Limited, a prominent merchant bank in
London which has been in the investment management business worldwide for more
than 100 years. Rothschild charges a management fee of 0.3% per annum on the
first $20,000,000 of assets under management based on the market value of the
Company's investment portfolio at the end of each calendar quarter, and 0.15%
per annum on the excess thereof.

ALLOCATIONS TO SUBSIDIARY CAPITAL ACCOUNTS

The Company has established a Subsidiary Capital Account with respect to the
Common Stock as a class, and establishes such an account with respect to each
series of Shares at the time a series is issued. Subsidiary Capital Accounts are
maintained solely for the purpose of the allocations described below, and do not
serve any other legal or accounting function. None of the Company's assets are
segregated or earmarked with respect to those accounts.

The consideration received by the Company upon the issuance of a particular
series of Shares and the Common Stock as a class are allocated to the Subsidiary
Capital Account for that series or class. Items of income and expense, and
losses, attributable to insurance underwriting activities are determined and
allocated to the Subsidiary Capital Accounts as of the end of each quarter.
Investment experience, and other items of income and expense, gains and losses
and distributions with respect to the Capital Stock, are determined and
allocated to the Subsidiary Capital Accounts as of the end of each quarter. All
such accounting determinations are made using accounting principles generally
accepted in the United States, unless otherwise required by the Articles.

For purposes of the following description, items shall be "related" to the
Subsidiary Capital Account for the series identified with the MIC Mechanical
Account to which such items can be attributed.

(1) Allocations with respect to underwriting activities are made as follows:

(a) With respect to premiums ceded by MIC to the Company, 100% to the related
Subsidiary Capital Account; provided, however, that an amount equal to 1-1/3% of
those premiums, net of related ceding commissions, are subtracted from such
Subsidiary Capital Account and allocated to the Subsidiary Capital Account for
the Common Stock.

(b) With respect to any agents' or brokers' commissions, commissions recaptured,
unearned premiums, reinsurance premiums ceded, and any United States excise tax,
100% to the related Subsidiary Capital Account.

(c) With respect to losses incurred, and any amount of losses recovered through
salvage, subrogation, reimbursement or otherwise one hundred percent (100%)
shall be allocated to the related Subsidiary Capital Account. For the purpose of
this section (1)(c), losses incurred includes both paid and unpaid (reported and
unreported) losses.

(d) With respect to return premiums, 98-2/3% to the related Subsidiary Capital
Account and 1-1/3% to the Subsidiary Capital Account for the Common Stock.

(2) Any expenses or liabilities attributable to day-to-day Company
operations, excluding any United States Federal income taxes, shall be allocated
among all Subsidiary Capital Accounts for the Shares pro rata in accordance with
the number of series issued and outstanding at the end of the fiscal quarter
immediately preceding the fiscal quarter in which the expense or liability is
incurred, provided, that for purposes of such allocation, series of shares
issued during the current calendar year and series with respect to which
unearned premium is zero as of the date of such allocation, shall be excluded.

(3) Any United States Federal income tax liability (and any interest thereon or
any penalties related thereto) is allocated among the Subsidiary Capital
Accounts based upon the relative contribution of each of those accounts to the
taxable income of the Company upon which the tax (or any interest or penalties)
is imposed.

(4) Any expenses or liabilities attributable to the sale and issuance of Shares,
including but not limited to the costs of compliance with regulations and
requirements of the Securities and Exchange Commission and state securities laws
(but not including ongoing periodic reporting costs), are allocated to the
Subsidiary Capital Account for the Common Stock; however, MIC may undertake to
pay such expenses.

(5) Any expenses or liabilities of the Company not allocable in the manner
described in paragraphs 2 through 4 above are allocated among the Subsidiary
Capital Accounts on the basis of the relative balances of those accounts as of
the end of the quarter preceding the date on which the expense or liability is
incurred.

(6) (a) Investment income, net of any direct investment expense, is allocated
among the Subsidiary Capital Accounts pro rata based upon the relative
Investment Asset Balance (as defined in subparagraph (b) below) of each of those
accounts as of the last day of the quarter preceding the quarter for which the
investment income is being allocated. For these purposes, net investment income
includes realized (but not unrealized) gains and losses.

(b) The Investment Asset Balance of each Subsidiary Capital Account is equal to
the capital and surplus of each account, increased by:

(i) the unearned portions of the written premiums that have been collected by
the Company attributable to those accounts as of the last day of the quarter
preceding the quarter for which the income is being allocated, net of any
applicable commissions and taxes;

(ii) the outstanding loss reserves attributable to each of those accounts as of
the last day of the quarter preceding the quarter for which the income is being
allocated; and

(iii) any other outstanding liability that has been charged to the account as of
the last day of the quarter preceding the quarter for which the income is being
allocated.

(7) (a) If, after the credits and charges described in paragraphs 1-6 above are
made to the Subsidiary Capital Accounts there exists a deficit in one or more of
the accounts, then each such deficit is allocated to and charged against:

(i) first, the Subsidiary Capital Account for the Common Stock to the extent of
Restricted Earned Surplus (the phrase "Restricted Earned Surplus" refers to the
portion of the earned surplus, if any, in the Subsidiary Capital Account for the
Common Stock equal to that 1-1/3% of the premiums ceded to the Company during
the immediately preceding five-year period which was subtracted from the
Subsidiary Capital Accounts for the Shares pursuant to paragraph 1(a) above,
net of losses allocated to that account during such period pursuant to the
allocation procedure described in this paragraph 7 and net of return premiums
allocated to that Account during such period pursuant to the allocation
procedure described in paragraph (1)(d) above);

(ii) then, the Subsidiary Capital Accounts for the Shares, pro rata, based upon
the relative earned premiums allocated to each such account for the quarter for
which the allocation is being made, provided, however, that only accounts which
have positive balances are taken into account for purposes of this allocation;

(iii) then, the remaining Subsidiary Capital Accounts for the Shares with
positive balances as of the last day of the quarter for which the allocation is
being made, pro rata, based upon such balances; and

(iv) then, to the extent necessary, the Subsidiary Capital Account for the
Common Stock.

(b) If, as a result of an allocation of a deficit as described in subparagraph
(ii) or (iii) of paragraph (a) above, a deficit is created in one or more of the
Subsidiary Capital Accounts, then the resulting deficit(s) are further allocated
in the manner provided in that subparagraph before applying a subsequent
subparagraph.

(c) Notwithstanding the foregoing, if any Subsidiary Capital Account for a
series of Shares had a deficit that was allocated to and charged against the
Restricted Earned Surplus or, after January 1, 1995, to the Subsidiary Capital
Account for any series of Shares, then at the end of any succeeding quarter for
which that account otherwise would show an account balance greater than
zero, the balance is reallocated to the Restricted Earned Surplus until all
reductions of that surplus attributable to that Subsidiary Capital Account have
been restored and thereafter, to the Subsidiary Capital Accounts for the Shares,
pro rata based on the relative amount of deficits allocated to such accounts,
until all reductions of such Subsidiary Capital Accounts after January 1, 1995
have been restored.

Thus, a loss in a Subsidiary Capital Account which exceeds the balance in that
account is absorbed by other Subsidiary Capital Accounts, in general, as
follows: The amount of such excess losses is charged first to the Restricted
Earned Surplus portion of the Subsidiary Capital Account of the Common Stock.
Any remaining losses, should the Restricted Earned Surplus be exhausted, is
allocated among the Subsidiary Capital Accounts of other participating series.
Any then unabsorbed losses are charged to the Subsidiary Capital Account of the
Common Stock.

Funds drawn from the Restricted Earned Surplus or the Subsidiary Capital
Accounts for the Shares in the manner described above must be restored from the
Subsidiary Capital Account that drew the funds if at any time it returns to a
positive balance.

(8) (a) Dividends, payments upon redemption or liquidation (described below),
and any other distributions with respect to the Capital Stock are allocated to
the Subsidiary Capital Account for the class or series with respect to which the
dividend, payment or distribution was made.

(b) Where all Shares of a series are repurchased by the Company
pursuant to its right of first refusal or redeemed in accordance with the
Company's procedures for redemption, the Subsidiary Capital Account for that
series is terminated. Thereafter, all underwriting income and expenses, and
losses that would have been allocated to the terminated account, are allocated
among the Subsidiary Capital Accounts of the existing series of Shares pro rata
based upon relative earned premiums attributable to each of those accounts for
the calendar quarter in which the item was earned or incurred; provided,
however, that a net deficit for any such period is allocated to the Subsidiary
Capital Account for the Common Stock (to the extent of Restricted Earned
Surplus) before allocating any remaining deficits to the Subsidiary Capital
Accounts for the participating series.

Using the procedures described above, the Company has allocated items of gain
and loss to the Subsidiary Capital Account for each series. Initially each
Account had a balance of $7,500 representing the amount paid for the Shares of
that series. During the year ended December 31, 1996, $2,661,124 of net
underwriting gains and $548,525 of administrative expenses were allocated among
the 254 series of Shares outstanding as of December 31, 1996, and $5,341,924 of
net investment income was allocated among such series of Shares and the Common
Stock.

As of December 31, 1996, 207 series of Shares outstanding had balances greater
than $7,500 (ranging from $7,788 to $534,098) and 47 of such series had balances
less than $7,500 (ranging from $7,339 to zero). (The amounts in the Subsidiary
Capital Accounts can fluctuate substantially and therefore may not be indicative
of future results.) At December 31, 1996, an aggregate of $2,207,958 had been
advanced from the Restricted Earned Surplus (which forms a portion of the
Account established for the Common Stock owned by MIC) to 32 Subsidiary Capital
Accounts and remained outstanding at that date. In addition, at December 31,
1996, net deficits of $537,992 associated with 4 series of Shares that have been
redeemed had been charged against Restricted Earned Surplus and remained
outstanding at that date. As of December 31, 1996, $981,497 of aggregate
deficits has been reallocated among the Subsidiary Capital Accounts of the
Shares and remained outstanding. Of this amount $284,048 is available to be
recovered from deficit accounts should they return to profitability and to the
extent that the risk fund is repaid in full.

The Subsidiary Capital Account for the Common Stock had, at the time it was
established, a balance of approximately $200,000, representing the capital paid
in by MIC for the 2,000 shares of the Common Stock issued to it. That Subsidiary
Capital Account is not affected directly by underwriting gains and losses
attributable to the various Subsidiary Capital Accounts related to series of
Shares, but is affected by those gains and losses indirectly to the extent that
one of the Subsidiary Capital Accounts for a series of Shares incurs a deficit,
in which case an allocation to the Subsidiary Capital Account for the Common
Stock will result, in the manner described above.

The allocations of income and expense, gains and losses, and distributions
described above are subject to approval by the Board, and when so approved are
considered final and conclusive and will be binding on all holders of Shares for
all purposes including without limitation any redemption of Shares pursuant to
the Company's procedures for redemption.

Barbados insurance law requires that the Company maintain certain levels of net
assets, calculated without regard to unrealized gains or losses. The Company is
currently in compliance with these requirements. However, in the event that the
Company is unable to comply with such requirements in the future, it has the
right to reduce the business related to a Subsidiary Capital Account by
retrocession or any other means to the extent necessary to permit the Subsidiary
Capital Account to meet its pro rata share of the Company's required capital and
surplus.

EMPLOYEES

The Company does not have any full-time employees. Rather, the Company relies
on Alexander Insurance Managers (Barbados) Ltd. (the "Manager") to handle its
day-to-day operations. (See "Business of the Company -- Insurance Management
Agreement," below.) In addition, corporate secretarial services for the
Company are provided by Colybrand Company Services Limited of St. Michael,
Barbados. The Company's Board of Directors and the committees thereof,
however, remain responsible for the establishment and implementation of policy
decisions.

COMPETITION

The insurance business is extremely competitive. MIC management believes that at
present, MIC and its subsidiaries are, as a group, one of the largest mechanical
repair insurers of new GM vehicles in the United States. There are other major
companies offering similar coverage. Because the insurance business of the
Company is limited to the assumption of certain motor vehicle mechanical service
agreement reinsurance business ceded by MIC, the profitability of the Company
depends to a large degree on the success experi enced by MIC and its affiliates
in competing with those other insurers. Many commercial insurance groups are
seeking to capture additional mechanical insurance business by offering to
assist automobile dealers in the formation of their own dealer-owned reinsurance
companies. MIC has assisted in the establishment of such companies for a number
of qualified dealers. However, MIC believes that participation in the Company
represents a practical alternative for dealers who do not have the available
capital, insurance management expertise or time for the personal involvement
necessary for their own reinsurance company.

INSURANCE MANAGEMENT AGREEMENT

The Company has entered into an Insurance Management Agreement (the "Management
Agreement") with the Manager, pursuant to which the Manager collects and
disburses funds on behalf of the Company, provides accounting, clerical,
telephone, telex, facsimile, information management and other services for the
Company, and advises and consults with the Company in regard to all aspects of
the Company's retrocession activities. The Management Agreement is for a
continuous term subject to termination by either party upon 90 days advance
written notice.

Pursuant to the Management Agreement, the Manager has undertaken to maintain an
office in Barbados to perform its duties. Further, during the term of the
Management Agreement and generally for a period of one year thereafter, the
Manager has agreed not to provide management or accounting services for any
other company which, by the nature of its operations, is offering, insuring or
reinsuring motor vehicle mechanical service agreements and/or extended warranty
or related coverages on a multi-state basis in the United States or Canada with
respect to motor vehicles sold by franchised GM dealerships. Under the terms of
the Management Agreement, the Company pays the Manager a fixed annual fee plus a
monthly variable fee based on the number of outstanding Shares at each calendar
month end. For the year ended December 31, 1996, the Company incurred fees
payable to the Manager in the amount of $204,674.

The Manager is responsible for the payment of the salaries of its officers and
employees and all office and staff overhead and other costs attributable to
its services on the Company's behalf. However, out-of-pocket expenses, such as
telephone, telex, facsimile, postage, travel, and other items are borne by the
Company on an expense reimbursement basis.

The Manager performs services similar to those performed for the Company for
several other entities. The Manager has eleven employees. In addition, the
Manager may draw upon the resources of its affiliates as needed to provide the
services contemplated under the Management Agreement. No employee of the Manager
devotes all of his or her time to the business of the Company. However, the
Manager is obligated to devote all employee time necessary to ensure the
performance of the Manager's duties under the Management Agreement. The Manager
is subject to the control and direction of the Board.

The Manager has served in that capacity since 1986. The Manager was incorporated
in Barbados in 1984, and is an affiliate of Aon Services Inc., an international
insurance brokerage and insurance consulting firm. In December of 1996,
Alexander & Alexander was acquired by Aon Corporation Group ("Aon"). Aon,
through its subsidiaries, offers and insures motor vehicle mechanical service
agreements, extended warranty and related coverages with respect to vehicles
sold by automobile dealerships in the United States. Under the terms of the
Management Agreement the Manager will treat all information concerning the
business of the Company as confidential and will not disclose such information
to Aon or any Aon affiliate without consent of the Company. The current
Management Agreement is continuous until terminated by ninety days written
notice from one party to the other.

BARBADOS REGULATION AND TAXES

The Company's business is subject to regulation under the Barbados Exempt
Insurance Act, 1983, as amended (the "Exempt Insurance Act"). The principal
requirements of the Exempt Insurance Act require the Company to maintain its
principal office in Barbados, appoint various professional advisors, and to meet
certain capitalization and annual reporting requirements with respect to its
operating activities and solvency requirements.

Under the Exempt Insurance Act, no income tax, capital gains tax or other direct
tax or impost is levied in Barbados on the results of the Company's operations,
or transfers of securities or assets of the Company to any person who is not a
resident of Barbados. The Company has received a guarantee from the Minister of
Finance of Barbados that such benefits and exemptions will be available for a
period ending December 31, 2031. Until December 31, 2016 the Company will be
required to pay an annual licencing fee, which is currently $2,500, to obtain
such guarantee. Thereafter, the Company will be subject to tax at a rate of 2%
on its taxable income provided that the amount of such tax will not exceed
$2,500 per annum.

Item 2. PROPERTIES

The Company neither owns nor maintains any office space or facilities. Rather,
the business office for the Company is provided by the Manager and is located at
Financial Services Centre, Bishops Court Hill, St. Michael, Barbados. The
Company believes that these facilities are adequate for its current and
anticipated future needs. In addition, the Manager supplies all equipment for
the Company.

Item 3. LEGAL PROCEEDINGS

The Company is not involved in any legal proceedings.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the quarter
ended December 31, 1996.

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) There is no public market for the Shares or the other capital stock of
the Company, and none is expected to develop. Transfer of the Shares is
restricted by the terms of a Stock Purchase Agreement.

(b) All of the common stock of the Company is held by MIC. As of March 1, 1997
there were 453 holders of Shares of record, representing 260 series of Shares.

(c) Under the Articles of Incorporation, the holders of Shares are entitled to
receive minimum dividends equal to their pro-rata share of 20% of net income
attributable to the associated Subsidiary Capital Account provided (i) the
Company meets the Barbados regulatory requirements without regard to any letter
of credit or guarantee, and (ii) the related Subsidiary Capital Account would
also meet those requirements after giving effect to the dividend. In April of
1996, 1995 and 1994, the Company declared dividends of $4,007,483, $1,188,614
and $2,156,304 respectively. These dividends were declared as a varying
percentage of earned surplus attributable to each series of Shares with the
percentage applicable depending on the amount of earned surplus attributable to
such series.

Item 6. SELECTED FINANCIAL DATA

The following selected financial data for the years ended December 31, 1996,
1995, 1994, 1993 and 1992 have been derived from financial statements audited by
Deloitte & Touche, independent chartered accountants, whose report with respect
to their audits of the financial statements as of December 31, 1996 and 1995 and
for each of the three years in the period ended December 31, 1996 is included
elsewhere herein.

December 31
1996 1995 1994 1993 1992
---- ---- ---- ---- ----

Premiums Assumed $ 47,410,037 $44,084,952 $38,371,896 $27,779,063 $19,386,455
============ =========== =========== =========== ===========
Premiums Earned $ 36,077,699 $28,800,689 $21,316,685 $15,429,611 $13,005,184
Net Investment
Income 5,341,924 5,563,573 1,227,816 2,700,242 2,522,712
------------ ----------- ----------- ----------- -----------
Total Income 41,419,623 34,364,262 22,544,501 18,129,853 15,527,896
Less Losses and
Expenses 33,965,100 27,462,338 20,825,943 15,425,146 12,020,682
------------ ----------- ----------- ----------- -----------
Net Income* $ 7,454,523 $ 6,901,924 $ 1,718,558 $ 2,704,707 $ 3,507,214
============ =========== =========== =========== ===========
Dividends Per
Common Share 0 0 0 0 0
Total Assets $106,041,164 $91,526,976 $66,012,284 $50,359,633 $36,847,490
Total Policy
Reserves and
Other Liabilities 88,479,590 76,350,313 60,246,641 42,430,269 29,777,783
Stockholders' Equity 17,561,574 15,176,663 5,765,643 7,929,364 7,069,707
Dividends Paid on
Participating Shares 4,007,483 1,188,614 2,156,304 2,021,504 1,021,705

*/ Information as to earnings per share is not provided inasmuch as the results
for each series of stock will vary with the underwriting experience attributable
to each Subsidiary Capital Account established with respect to that series. See
Note 2 to the financial statements.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Liquidity. The Company expects to generate sufficient funds from operations to
cover current liquidity needs. The Company's liquidity requirements are related
to payment of insurance losses, administrative expenses, and dividends. Premiums
generated by the Company's reinsurance business, combined with investment
earnings plus proceeds from the sale of Shares, will continue to be the
principal sources of funds for the Company. Although losses are expected to
increase due to the increased level of premiums assumed in each preceding year
and the anticipated incidence of claims following the expiration of
manufacturers' warranties, available funds from the sources identified above
have also grown. Net cash provided by operating activities has increased to
$17,588,199 in 1996 from $16,418,640 in 1995 and $14,960,494 in 1994. The
Company believes that such funds will be sufficient to meet its liquidity
requirements in 1997 and in future years to which its reinsurance liabilities
extend. No capital expenditures are expected during the next few years.

The Company had unearned premium reserves of $84,084,870 as of December 31,
1996, and $72,752,532 as of December 31, 1995. These amounts are attributable to
the long-term nature of the contracts sold. Such contracts may extend for up to
72 months from date of issue. In addition, the risk of loss to the Company under
the contract arises primarily after the underlying manufacturer's warranty
expires. For new vehicles, the warranty generally covers 36 months or 36,000
miles. For used vehicles, the applicable warranty period depends on the
unexpired portion of the original manufacturer's warranty at the time of
purchase of the vehicle. Because the Company has little risk of loss prior to
expiration of the underlying manufacturer's warranty, most premium is not
recognized as earned until such expiration. Since very little premium is
recognized as earned until the expiration of the underlying warranty, most of
the premium written in any year is recorded as unearned.

On April 11, 1996, the Board of Directors authorized the payment of dividends to
eligible holders of Participating Shares. See "Market For Registrant's Common
Equity And Related Stockholder Matters" for a discussion of dividends paid and
legal restrictions on the payment of dividends.

Capital Resources. Capitalization of the Company, as of December 31, 1996, was
comprised of paid-in capital with respect to the Common Stock of $200,000,
paid-in capital with respect to the Shares of $1,905,000 (compared with
$1,807,500 and $1,665,000 as of December 31, 1995 and 1994, respectively), and
earnings retained for use in the business of $14,913,053. Barbados law requires
that the Company's net assets equal at least the aggregate of $1,000,000 and 10%
of the amount by which the earned premium exceeded $5,000,000 in the previous
year. If the Company's net assets are less than mandated by Barbados law, the
Company has the right to reduce the business related to a Subsidiary Capital
Account by retrocession or any other means to the extent necessary to permit the
Subsidiary Capital Account to meet its pro rata share of the Company's required
capital and surplus. At January 1, 1997, the Company's required minimum net
assets computed in accordance with Barbados law was approximately $4,107,770,
compared to total capital and retained earnings computed for purpose of Barbados
law of $17,018,053.

Results of Operations. During the year ended December 31, 1996, the Company had
net income of $7,454,523 compared to $6,901,924 and $1,718,558 for the years
ended December 31, 1995 and 1994, respectively. As described below, the increase
in net income during 1996 compared to the previous year was primarily due to the
improved underwriting results which were partially offset by a small decrease in
investment income. The increase in net income during 1995 compared to the
previous year was the result of realized gains on the sale of investments,
increases in interest earned and improved underwriting results.

The Company had net underwriting income of $2,112,599 in 1996 compared to
$1,338,351 and $490,742 for the years ended December 31, 1995 and 1994,
respectively. The increase in underwriting income during 1996 was the result of
an increase in the amount of premiums earned coupled with a modest improvement
in the loss ratio (the ratio of losses incurred to premiums earned). During
1996, the Company earned premiums of $36,077,699 compared to $28,800,689 and
$21,316,685 during 1995 and 1994, respectively. Increased premium income has
been generated by the issuance of additional series of Shares during the year
ended December 31, 1996, and the continuing flow of reinsurance premiums from
series issued in prior years. During 1996, the Company issued 16 new series of
Shares and redeemed 3 series of Shares for a net increase of 13 series. There
were a total of 254 series outstanding at December 31, 1996 compared to 241 and
222 series of Shares outstanding at December 31, 1995 and 1994, respectively.

The Company incurred losses and administrative expenses during the year ended
December 31, 1996 of $33,965,100 compared with $27,462,338 and $20,825,943 for
the years ended December 31, 1995 and 1994, respectively. Expenses in 1996 were
comprised of losses paid and provisions for losses incurred of $24,037,827,
ceding commissions and excise taxes of $9,378,748 and operating expenses of
$548,525. Losses incurred in 1995 and 1994 were $19,431,032 and $14,830,166
respectively. The loss ratio for the year ended December 31, 1996 was 66.6%
compared to 67.5% and 69.6% for the years ended December 31, 1995 and 1994,
respectively.

The Company incurred operating expenses during the year ended December 31, 1996
of $548,525 compared to $544,837 and $455,238 for the years ended December 31,
1995 and 1994, respectively. MIC has agreed to pay directly certain costs of
registering and issuing shares if such costs can not be allocated to the
Subsidiary Capital Account for the Common Stock. In 1996 $64,848 of such costs
were paid directly by MIC compared to $171,079 and $162,989 for the years ended
December 31, 1995 and 1994, respectively.

Investment income in 1996 was $5,341,924 compared to $5,563,573 and $1,227,816
for the years ended December 31, 1995 and 1994, respectively. The decrease in
investment income during 1996 compared to 1995 was attributable to an overall
decline in yields in U.S. and non-U.S. dollar positions. The increase in
investment income during 1995 compared to 1994 was attributable to realized
gains on the sale of investment securities and an increase in interest earned.

The sale of investment securities for the year ended December 31, 1996 resulted
in realized gains of $64,244 compared to realized gains of $1,404,232 for the
year ended December 31, 1995, and realized losses of $1,543,358 for the year
ended December 31, 1994. The realized gains during 1995 were due to increased
sales of investment securities to take advantage of market opportunities
presented by fluctuations in interest rates. Interest earned for the year ended
December 31, 1996 was $5,277,680 compared to $4,159,341 and $2,771,174 for the
years ended December 31, 1995 and 1994, respectively. The increase in interest
earnings during 1996 was largely a result of an increase in the amount of assets
under management.

Unrealized appreciation on investment securities held at December 31, 1996 was
$543,521 compared to unrealized appreciation at December 31, 1995 of $1,651,621.
The change in unrealized appreciation as of December 31, 1996 compared to
December 31, 1995 is in large part attributable to the fact that the Company's
portfolio at December 31, 1996 comprised primarily U.S. dollar securities and
U.S. yields were approximating fair market value at that time.

At December 31, 1996, 100% of the Company's investments were in U.S.
dollar-denominated fixed-income securities compared to 78.5% at December 1995
when approximately 21.5% of the Company's investments were in non-U.S.
dollar-denominated bonds, on a fully currency-hedged basis. The Company's
investment manager seeks to identify non-U.S. dollar-denominated investments
that offer a higher rate of return (net of hedging costs) than would be
available in the market for similarly rated U.S. dollar-denominated bonds. The
instruments used to hedge non-U.S. dollar-denominated investments involve, to
varying degrees, elements of credit risk in the event a counterparty should
default on its obligation under the hedge instrument. Such credit risk is
managed through the selection of financially sound counterparties and periodic
monitoring of counterparty financial condition. The Company's investment
guidelines do not permit the use of financial instrument derivatives in managing
interest rate risk.

Pursuant to the Retrocession Agreement, the Company must furnish to MIC
collateral in the form of an irrevocable letter of credit of at least 12 months
duration equal in amount to the unearned premium in respect of risks retroceded
and unpaid loss reserves (including reserves for losses incurred but not
reported) otherwise required to be maintained by MIC in respect of the Policies.
As of December 31, 1996, the Company had furnished such a letter of credit in
the amount of $67,350,000.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Page

1. Independent Auditors' Report................... 27

2. Balance Sheets, December 31
1996 and 1995................................ 28

3. Statements of Income and Retained
Earnings for the years ended
December 31, 1996, 1995 and 1994 ............ 29

4. Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994 ............ 30

5. Notes to Financial Statements.................. 31 - 38

INDEPENDENT AUDITORS' REPORT

To the Stockholders of
Motors Mechanical Reinsurance Company, Limited
Financial Services Centre
Bishops Court Hill
St. Michael, Barbados

We have audited the accompanying balance sheets of Motors Mechanical Reinsurance
Company, Limited as of December 31, 1996 and 1995 and the related statements of
income and retained earnings and cash flows for each of the three years in the
period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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, such financial statements present fairly, in all material
respects, the financial position of Motors Mechanical Reinsurance Company,
Limited as of December 31, 1996 and 1995 and the results of its operations and
its cash flows for each of the three years in the period ended December 31, 1996
in conformity with accounting principles generally accepted in the United States
of America.

s/DELOITTE & TOUCHE
CHARTERED ACCOUNTANTS

Bridgetown, Barbados
February 14, 1997

MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
BALANCE SHEETS
DECEMBER 31, 1996 AND 1995

(Expressed in U.S. Dollars)

1996 1995
------------ -----------

ASSETS
Investments $ 66,647,930 $59,898,265
Cash and cash equivalents 12,926,272 7,093,106
Accrued investment income 1,453,691 2,532,813
Due from Motors Insurance Corporation 3,158,064 3,095,587
Deferred acquisition costs 21,855,207 18,907,205
------------ -----------

Total Assets $106,041,164 $91,526,976
============ ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Unearned premiums $ 84,084,870 $72,752,532
Loss reserves 4,284,304 3,480,334
Accrued liabilities 110,416 117,447
------------ -----------

Total Liabilities 88,479,590 76,350,313
------------ -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Share capital
Common stock - no par value;

Authorized - 2,000 shares;
Issued and outstanding
- 2,000 shares 200,000 200,000

Participating stock - no par value;
Authorized - 100,000 shares;
Issued and outstanding -
25,400 shares at December 31,
1996 and 24,100 shares at
December 31, 1995 1,905,000 1,807,500
------------ -----------
2,105,000 2,007,500

Retained earnings 14,913,053 11,517,542

Unrealized appreciation on
investments 543,521 1,651,621
------------ -----------

Total Stockholders' Equity 17,561,574 15,176,663
------------ -----------

Total Liabilities and
Stockholders' Equity $106,041,164 $91,526,976
============ ===========

The accompanying notes form an integral part of these financial statements.

MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

(Expressed in U.S. Dollars)

1996 1995 1994
----------- ----------- -----------

INCOME

Reinsurance
premiums assumed $47,410,037 $44,084,952 $38,371,896
Increase in
unearned premiums (11,332,338) (15,284,263) (17,055,211)
----------- ----------- -----------

Premiums earned 36,077,699 28,800,689 21,316,685
----------- ----------- -----------

Investment income:
Interest earned 5,277,680 4,159,341 2,771,174
Realized gains (losses)
on investments 64,244 1,404,232 (1,543,358)
----------- ----------- -----------

Investment income - net 5,341,924 5,563,573 1,227,816
----------- ----------- -----------

TOTAL INCOME 41,419,623 34,364,262 22,544,501
----------- ----------- -----------

EXPENSES

Acquisition costs 9,378,748 7,486,469 5,540,539
Losses paid 23,233,857 18,610,968 14,079,926
Increase in loss
reserves 803,970 820,064 750,240
Administrative expenses:
Related Parties 211,001 174,443 171,135
Other 337,524 370,394 284,103
---------- ----------- -----------

TOTAL EXPENSES 33,965,100 27,462,338 20,825,943
----------- ----------- -----------

NET INCOME 7,454,523 6,901,924 1,718,558
RETAINED EARNINGS,
beginning of year 11,517,542 5,796,732 6,211,978

LESS: DIVIDENDS (4,007,483) (1,188,614) (2,156,304)

(DEDUCT)/ADD: REDEMPTION OF
PARTICIPATING STOCK (51,529) 7,500 22,500
----------- ----------- -----------

RETAINED EARNINGS, end of year $14,913,053 $11,517,542 $ 5,796,732
=========== =========== ===========

The accompanying notes form an integral part of these financial statements.

MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994

(Expressed in U.S. dollars)

1996 1995 1994
----------- ----------- -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Reinsurance premiums collected $46,031,997 $42,818,628 $35,580,944
Losses and acquisition
expenses paid (34,302,453) (28,599,428) (22,168,851)
Administrative expenses paid (501,147) (540,841) (527,767)
Investment income received 6,359,802 3,193,568 2,076,168
----------- ----------- -----------

Net cash provided by operating
activities 17,588,199 16,871,927 14,960,494
----------- ----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investments (232,194,343) (182,526,749) (70,748,944)
Sales and maturities of investment 224,400,822 170,483,482 54,189,043
----------- ------------ -----------

Net cash invested (7,793,521) (12,043,267) (16,559,901)
----------- ------------ -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of
Participating Stock 120,000 150,000 270,000
Redemption of Participating Stock (74,029) 0 0
Dividends paid (4,007,483) (1,188,614) (2,156,304)
----------- ----------- -----------
Net cash used in financing
activities (3,961,512) (1,038,614) (1,886,304)
----------- ----------- -----------

INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 5,833,166 3,790,046 (3,485,711)

CASH AND CASH EQUIVALENTS, beginning
of year 7,093,106 3,303,060 6,788,771
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of
year $12,926,272 $ 7,093,106 $ 3,303,060
=========== =========== ===========
RECONCILIATION OF NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:

Net income $ 7,454,523 $ 6,901,924 $ 1,718,558
Realized (gains) losses on
investments (64,244) (1,404,232) 1,543,358
Change in:
Accrued investment income 1,079,122 (973,618) (698,005)
Due from Motors Insurance
Corporation (62,477) 219,919 (983,528)
Deferred acquisition costs (2,948,002) (3,975,738) (4,436,261)
Unearned premiums 11,332,338 15,284,263 17,055,211
Loss reserves 803,970 820,064 750,240
Accrued liabilities (7,031) (655) 10,921
----------- ----------- -----------
NET CASH PROVIDED BY OPERATING
ACTIVITIES $ 17,588,199 $16,871,927 $14,960,494
============ =========== ===========

The accompanying notes form an integral part of these financial statements.

MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
NOTES TO THE FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Note 1. OPERATIONS

The Company is incorporated under the laws of Barbados and is a
licensed insurer under the Exempt Insurance Act, 1983, and amendments
thereto.

All of the common stock of the Company is owned by Motors Insurance
Corporation ("MIC"). MIC is an indirect wholly-owned subsidiary of
General Motors Corporation. The principal activity of the Company is
the assumption of motor vehicle mechanical service agreements arising
under insurance policies reinsured by MIC and attributable to an MIC
Mechanical Account in respect of which shares of Participating Stock
are issued and outstanding. All premiums received were assumed from
MIC.

Note 2. PRINCIPAL ACCOUNTING POLICIES

Basis of Presentation

The financial statements are stated in United States dollars and are
prepared in conformity with accounting principles generally accepted
in the United States of America.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Certain amounts in the 1995 financial statements have been
reclassified to conform with the 1996 presentation.

Premium Income and Acquisition Costs

Reinsurance premiums are based on the Company assuming (after ceding
commission) 75% of the original policy premium written by the direct
insurer. Of these reinsurance premiums, 75% is retroceded to the
Company when written and 25% when earned.

Premiums are written on the basis of quarterly cessions and earned
relative to anticipated loss exposures. Acquisition costs, consisting
of ceding commissions and excise taxes, are expensed on the same basis
as premiums are earned.

Investments

Investments are comprised of interest-bearing marketable securities
which are carried at fair value based on quoted market prices and
dealer quotes obtained from an external pricing service. Investments
with original maturities of less than 90 days are classified as cash
equivalents. Unrealized appreciation (depreciation) is included in
stockholders' equity.

Realized gains and losses on the sale of investments are included as
investment income and are calculated based on average costs.

Loss Reserves

The Company provides for unsettled, reported losses based on estimates
of the final settlement, with an experience factor added to provide
for losses incurred but not reported. The final settlement may be
greater or less than the amounts provided. Any such differences, when
they become known, are recognized in current operations.

Taxation

The Company has received an undertaking from the Barbados Government
exempting it from all local income, profits and capital gains taxes
for a period ending December 31, 2016. Thereafter and until December
31, 2031, the Company will be subject to tax at a rate of 2% on its
taxable income provided that the amount of such tax will not exceed
$2,500 per annum.

Stockholders who are United States residents are taxed in the United
States on their share of the Company's income on a deemed distribution
basis.

Earnings Per Share

No amount has been reported as earnings per share as the earnings
applicable to the Participating Stockholders vary with the
underwriting results of each series. Retained earnings applicable to
the Common Stockholder include allocated investment income and
operating expenses and amounts restricted for advances to
Participating Stockholders (see Note 8).

Note 3. INVESTMENTS

The cost and fair value of investments in debt securities are as
follows:

Gross Gross
Unrealized Unrealized Fair
Cost Appreciation Depreciation Value
----------- ------------ ------------ -----------

December 31, 1996:

Debt securities
issued by foreign
governments and
their agencies $31,595,722 $ 351,461 $ (206,151) $31,741,032

Debt securities
issued by
corporations 27,967,937 298,190 (37,604) 28,228,523

Debt securities
issued by
supra-nationals 6,540,750 137,625 - 6,678,375
----------- ---------- ---------- -----------

Total $66,104,409 $ 787,276 $ (243,755) $66,647,930
=========== ========== ========== ===========

December 31, 1995:

Debt securities
issued by
foreign
governments
and their
agencies $56,243,544 $1,711,611 $ (135,765) $57,819,390

Debt securities
issued by
supra-nationals 2,003,100 75,775 - 2,078,875
----------- ---------- ----------- -----------

Total $58,246,644 $1,787,386 $ (135,765) $59,898,265
=========== ========== =========== ===========

The cost and fair value of debt securities at December 31, 1996, by
contractual maturity, are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment
penalties.

Fair
Cost Value
----------- -----------
Due after one year
through five years $51,424,773 $51,784,023

Due after five years
through ten years 14,679,636 14,863,907
----------- -----------

$66,104,409 $66,647,930
=========== ===========

In 1996, gross gains of $1,997,197 and gross losses of $1,932,953 were
realized. In 1995, gross gains of $2,694,685 and gross losses of
$1,290,453 were realized. In 1994, gross gains of $150,704 and gross
losses of $1,694,062 were realized.

The following summarizes net unrealized appreciation (depreciation) on
investments:

Balance, December 31, 1993 $ 99,886
Net depreciation (1,995,975)
-----------

Balance, December 31, 1994 $(1,896,089)
Net appreciation 3,547,710
-----------

Balance, December 31, 1995 $ 1,651,621
Net appreciation 1,108,100
-----------

Balance, December 31, 1996 $ 543,521
===========

The investment portfolio is comprised of diverse debt securities which
do not result in any concentration of credit risk. At December 31,
1996, 100% of the Company's investments are denominated in U.S.
dollars.

The Company uses forward currency contracts to hedge its exposure to
changes in currency exchange rates relating to its investments
denominated in currencies other than the U.S. dollar. The contracts
provide for settlement in U.S. dollars in the future. Credit risk is
managed by dealing with financially-sound counterparties. Market risk
is mitigated because the forward contracts hedge corresponding
non-U.S. dollar investments. The notional amount of forward contracts
outstanding at December 31, 1996 was nil.

Note 4. RESERVES FOR UNPAID LOSSES

The following table sets forth an analysis of changes in the loss reserves for
the years ended December 31, 1996, 1995 and 1994:

1996 1995 1994
---- ---- ----

Beginning balance in
reserves for losses $ 3,480,334 $ 2,660,270 $ 1,910,030
------------ ------------ ------------

Add-provision for losses
incurred related to:

Current claim year 24,080,078 19,540,192 14,893,890

Prior claim years (42,251) (109,160) (63,724)
------------ ------------ -----------

Total 24,037,827 19,431,032 14,830,166
------------ ------------ -----------

Deduct paid losses
attributable to:

Current claim year 20,330,269 16,461,768 12,527,026

Prior claim years 2,903,588 2,149,200 1,552,900
------------ ------------ -----------

Total 23,233,857 18,610,968 14,079,926
------------ ------------ -----------

Ending balance in
reserves for losses $ 4,284,304 $ 3,480,334 $ 2,660,270
============ ============ ============

As a result of change in estimates of losses incurred in prior years, the
provisions for losses incurred in 1996, 1995 and 1994 decreased by $42,251,
$109,160 and $63,724 respectively, because of lower actual claims.

Note 5. STOCKHOLDERS' EQUITY

All of the Company's Common Stock is held by MIC. A prospectus dated
May 10, 1996 is offering 12,000 shares of Participating Stock to
persons certified by owners of certain motor vehicle franchises. The
offering consists of 120 series of 100 shares each at a price of $75
per share.

During 1996, 16 additional series of 100 shares of Participating Stock
were issued as compared with 20 for the year ended December 31, 1995.
In addition, in 1996 the Board of Directors redeemed 3 series of 100
shares at the request of the shareholders. The redeemed series had
been previously placed in run off and had reached a fully earned
position during 1996.

In the years ended December 31, 1996, 1995 and 1994, costs in the
amount of $64,848, $171,079 and $162,989 respectively, were incurred
in the sale of Participating Stock. The Common Stockholder reimbursed
the Company directly for these expenses.

The holder of Common Stock is entitled to elect five directors, at
least one of whom must be a resident of Barbados. The holder of Common
Stock has no right to vote with respect to liquidation of the Company.
The holder generally has the sole right to vote on matters not
specifically reserved to Participating Stock.

The holders of Participating Stock as a class are entitled to elect
one director. Generally, liquidation of the Company requires approval
by at least 75% of the outstanding shares of this class. Any
redemption of a series of shares requires a vote of the Board provided
that the director representing holders of the Participating Stock
votes in favor of the redemption. Any changes in the Company's
Articles of Incorporation or By-Laws require the approval of a
majority of the shares of Participating Stock present and voting
together with a majority of the shares of Common Stock.

From time to time, funds are held in escrow on account of
Participating Stock applications. Such amounts are not included in
cash and cash equivalents in the accompanying financial statements. At
December 31, 1996, there were no funds held in escrow.

Note 6. REINSURANCE PREMIUMS

Under the provisions of the retrocession agreement, the Company will
assume additional cessions of $28,028,290 ($24,250,844 at December 31,
1995) relating to premiums written by Motors Insurance Corporation but
unearned at the respective period ends. The amounts will be received
as the premiums are earned, net of related acquisition costs.

Note 7. LETTER OF CREDIT

The Company has provided an irrevocable letter of credit to MIC, in
the amount of $67,350,000 to collateralize the amounts recoverable
from the Company related to the business ceded to it. Cash equivalents
and investments are assigned to collateralize the letter of credit.

Note 8. RETAINED EARNINGS

Items of income or loss and premiums and expenses attributable to
insurance underwriting activities are determined as of the end of each
calendar quarter and are allocated to the Participating Stockholders'
capital accounts.

An amount equal to 1-1/3 percent of assumed premiums (net of related
ceding commissions) is allocated to the capital account of the Common
Stockholder. Such allocations accumulate as restricted retained
earnings and may be used to advance capital to any Participating
Stockholders who incur a deficit in their capital accounts; any such
advances are repayable out of future profitable operations of the
respective Participating Stockholder. Amounts allocated to the Common
Stockholder, net of advances to Participating Stockholders, are
presented in the table below as "net transfers."

Dividends may be declared and paid at the discretion of the Company's
Board of Directors subject to the right of holders of participating
stock to receive minimum dividends. The minimum annual dividend
payable on each share shall be such shares pro rata portion of an
amount equal to twenty percent of the net income, if any, for the
preceding year attributable to the subsidiary capital account
associated with the series of which that share is part.

Barbados law requires that the Company maintain a minimum
capitalization based generally on the amount of premiums earned in the
preceding year. At January 1, 1997, the Company's required minimum
capital computed in accordance with Barbados law was approximately
$4,107,770.

Retained earnings applicable to the Common and Participating
Stockholders are comprised of the following:

Common Participating Total
------ ------------- -----

Balance (Deficit),
December 31, 1993 (8,274) 6,220,252 6,211,978

Net income (loss) for the year (7,536) 1,726,094 1,718,558

Net transfers (37,410) 37,410 -

Dividends paid - (2,156,304) (2,156,304)

Redemption of participating
stock - 22,500 22,500
--------- ---------- ----------

Balance (Deficit)
December 31, 1994 (53,220) 5,849,952 5,796,732

Net income (loss) for the year 18,627 6,883,297 6,901,924

Net transfers 23,732 (23,732) -

Dividend paid - (1,188,614) (1,188,614)

Redemption of participating
stock - 7,500 7,500
--------- ----------- -----------

Balance (Deficit)
December 31, 1995 $ (10,861) $11,528,403 $11,517,542

Net income (loss) for the year 14,131 7,440,392 7,454,523

Net transfers 6,147 (6,147) -

Dividend paid - (4,007,483) (4,007,483)

Redemption of participating
stock - (51,529) (51,529)
--------- ----------- -----------

Balance December 31, 1996 $ 9,417 $14,903,636 $14,913,053
========= =========== ===========

PART III

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Five of the current directors of the Company were elected by MIC through its
ownership of the Common Stock at the Annual Shareholders' Meeting held on April
11, 1996 and one director was elected by the holders of the Shares at such
meeting. The directors and officers of the Company are as follows:

POSITION WITH THE COMPANY
(AND OTHER EMPLOYMENT DURING
NAME AGE PAST FIVE YEARS)

William B. Noll............. 54 Chairman, Chief Executive Officer,
President and Director (Executive Vice
President & Chief Financial Officer,
Motors Insurance Corporation ("MIC") March
1993; Group Vice-President, MIC, 1991-
1993; Vice President, MIC, 1989-1990).

Mr. Noll became President and Director in
1995.

Louis S. Carrio, Jr........ 53 Vice-President and Director (Vice-Pres-
ident, MIC).

Mr. Carrio became Vice-President and
Director in 1991.

Bernard J. Buselmeier....... 41 Vice-President and Director (Vice-
President and Treasurer, MIC, March 1993;
Treasurer, MIC, 1989-1993)

Mr. Buselmeier became Vice-President and
Director in 1995.

John J. Dunn, Jr............ 38 Vice-President and Director
(Assistant Treasurer, MIC,
1995; previously manager,
Coopers & Lybrand, L.L.P.)

Mr. Dunn became Vice-President and
Director in 1996.

Peter R. P. Evelyn ........ 55 Director (Attorney, Evelyn, Gittens &
Farmer, a Barbados law firm).

Mr. Evelyn became a Director in 1986.

Warren R. Weidner ......... 50 Director (President, Weidner Chevrolet-
Geo, Anderson, IN)
Mr. Weidner became a Director in 1996.

Ronald W. Jones ........... 44 Vice-President, Finance (Managing
Director, Alexander Insurance Managers
(Barbados) Ltd.).

Mr. Jones has served as Vice-President,
Finance since 1987.

Michael B. Boyce........... 56 Secretary (Principal, Colybrand Company
Services, Limited, Barbados, since 1993;
previously principal, Price Waterhouse,
Eastern Caribbean).

Mr. Boyce has served as Secretary since
1994. Mr. Boyce served previously as
Assistant Secretary to the Company.

The directors and officers named above serve in those capacities until the
annual meeting of shareholders next following their election.

Item 11. EXECUTIVE COMPENSATION

No director or officer of the Company is compensated directly for services as
such. However, each director and officer of the Company is reimbursed for
expenses incurred for attendance at Board, committee, and shareholder
meetings. In addition, Mr. Jones is an officer of the Manager, which receives
management fees and compensation for financial and administrative services.
Mr. Evelyn is a member of the law firm of Evelyn, Gittens & Farmer, which
serves as the Company's Barbados counsel; and Mr. Boyce is affiliated with
Colybrand Corporate Services Limited, St. Michael, Barbados, which receives
compensation for corporate secretarial services provided to the Company.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

MIC owns all of the issued and outstanding shares of the Common Stock of the
Company, which consists of 2,000 shares. Warren R. Weidner, a director, owns 100
shares of Participating Stock as a custodian.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See Item 1, THE RETROCESSION, INSURANCE MANAGEMENT AGREEMENT and Item 11,
EXECUTIVE COMPENSATION

Part IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Index to Document List

(1) Financial Statements

The following are included in Item 8:

(i) Independent Auditors' Report.

(ii) Balance Sheets, December 31,
1996 and 1995.

(iii) Statements of Income and Retained
Earnings for the years ended
December 31, 1996, 1995 and 1994.

(iv) Statements of Cash Flows for the
years ended December 31, 1996,
1995, and 1994.

(v) Notes to Financial Statements.

(2) Financial Statement Schedules. Schedules are omitted because
of the absence of the conditions under which they are required
or because the information required is presented in the
financial statements or related notes.

(3) Exhibits. The following exhibits are included in response to
Item 14(c):

3(a) Restated Articles of Incorporation and
amendments thereto filed by reference to
Exhibit 3(i) to Quarterly Report on Form 10Q
File No. 33-6534 for the quarterly period ended
June 30, 1996.

3(b) By-laws of the Company dated June 6, 1986 filed by
reference to Exhibit 3(b) of the Registration Statement
on Form S-1, File No. 33-6534, dated June 18, 1986.

4 Specimen Participating Stock Certificate filed by
reference to Exhibit 4 of Amendment No. 1 to
Registration Statement on Form S-1, File No. 33-6534,
dated February 12, 1987.

10(a) Form of Principal Retrocession Agreement
between Motors Insurance Corporation and
Registrant filed by reference to Exhibit 10(a)
of the Registration Statement on Form S-1, File
No. 33-6534, dated June 18, 1986.

10(b) Form of Supplemental Retrocession Agreement
between Motors Insurance Corporation and
Registrant filed by reference to Exhibit 10(b)
of the Registration Statement on Form S-1, File
No. 33-6534 dated June 18, 1986.

10(c) Specimen Stock Purchase Agreement filed by reference to
Exhibit 10(c) to Amendment No. 2 to Registration
Statement on Form S-1, File No. 33-6534, dated May 22,
1987.

10(d) Amended and Restated Stock Purchase Agreement between
Registrant and Motors Insurance Corporation filed by
reference to Exhibit 10(d) to Amendment No. 1 to
Registration Statement on Form S-1, File No. 33-6534,
dated February 12, 1987.

10(e) Insurance Management Agreement between Registrant and
Alexander Insurance Managers (Barbados) Ltd., effective
January 1, 1996

20(a) Proxy solicitation materials sent to
shareholders in connection with annual meeting
held on April 11, 1996, filed by reference to
Exhibit 20(b) to Annual Report on Form 10-K,
File No. 33-6534, for the year ended December
31, 1995.

20(b) Proxy solicitation materials sent to
shareholders in connection with a special
meeting held on June 21, 1996.

20(c) Proxy solicitation materials sent to
shareholders in connection with annual meeting
to be held on March 27, 1997.

27 Financial Data Schedule.

28(c) Certificate of Barbados Residency filed by reference to
Exhibit 28(c) to Amendment No. 1 to Registration
Statement on Form S-1, File No. 33-6534, dated June 18,
1986.

99(a) Certification Form filed by reference to Exhibit 28(a)
to Amendment No. 2 to Registration Statement on Form
S-1, File No. 33-6534, dated June 18, 1986.

99(b) Guarantee issued by the Minister of Finance of Barbados
filed by reference to Exhibit 99(b) to Amendment No. 2
to Registration Statement on Form S-2, File No.
33-60105, dated April 23, 1996.

(b) Reports on Form 8-K. No reports on Form 8-K for the quarter ended
December 31, 1996 have been filed.

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.

MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED

(Registrant)

By s/Ronald W. Jones

Ronald W. Jones

Vice-President, Finance

Date: March 17, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated.

Signature Title Date
--------- ----- ----

s/William B. Noll Chairman, Chief Executive March 21, 1997
William B. Noll Officer, President and
Director

s/Louis S. Carrio, Jr. Vice-President and March 21, 1997
Louis S. Carrio, Jr. Director

s/John J. Dunn, Jr. Vice-President and March 21, 1997
John J. Dunn, Jr. Director

s/Bernard J. Buselmeier Vice-President and March 21, 1997
Bernard J. Buselmeier Director

Director
Warren R. Weidner

s/Peter R. P. Evelyn Director March 17, 1997
Peter R. P. Evelyn

s/Ronald W. Jones Vice-President, March 17, 1997
Ronald W. Jones Finance, Principal
Financial and
Accounting Officer

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
TO SECTION 15(d) OF THE ACT BY REGISTRANT WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT

Proxy solicitation materials were sent to shareholders in connection
with the annual meeting held on April 11, 1996, a special meeting of the
shareholders held on June 21, 1996, and in connection with the 1997 annual
meeting, to be held on March 27, 1997.