<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED 1995 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
COMMISSION FILE NUMBER 33-92430 33-75568
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Ithaca Retirement Savings Plan as Amended and Restated
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Borg-Warner Automotive, Inc.
200 South Michigan Avenue
Chicago, Illinois 60604
REQUIRED INFORMATION
ITEM 4.
Financial Statements for the Years Ended December 31, 1995 and 1994 and for the
year ended December 31, 1995 and Supplemental Schedule as of December 31, 1995
and Independent Auditors' Report
<PAGE> 2
ITHACA RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AS OF
DECEMBER 31, 1995 AND 1994 AND FOR THE
YEAR ENDED DECEMBER 31, 1995 AND
SUPPLEMENTAL SCHEDULE AS OF
DECEMBER 31, 1995 AND
INDEPENDENT AUDITORS' REPORT
<PAGE> 3
ITHACA RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits,
December 31, 1995 and 1994 2
Statement of Changes in Net Assets Available for Benefits,
Year Ended December 31, 1995 3
Notes to Financial Statements,
Years Ended December 31, 1995 and 1994 4-11
SUPPLEMENTAL SCHEDULE:
Item 27a - Schedule of Assets Held for Investment Purposes, December 31, 1995 12
</TABLE>
(Supplemental schedules not listed are omitted due to the absence of conditions
under which they are required.)
<PAGE> 4
INDEPENDENT AUDITORS' REPORT
Ithaca Retirement Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the Ithaca Retirement Savings Plan as of December 31, 1995 and
1994, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1995. 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
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 Plan's financial statements referred to above present
fairly, in all material respects, the net assets available for benefits as of
December 31, 1995 and 1994, and the changes in net assets available for benefits
for the year ended December 31, 1995 in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedule of assets held for
investment purposes as of December 31, 1995 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic 1995
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
Chicago, Illinois
June 26, 1996
<PAGE> 5
ITHACA RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
(IN THOUSANDS OF DOLLARS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET ASSETS 1995 1994
<S> <C> <C>
INVESTMENT IN MASTER TRUST $17,206 $12,755
------- -------
NET ASSETS AVAILABLE FOR BENEFITS $17,206 $12,755
======= =======
See notes to financial statements.
</TABLE>
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<PAGE> 6
ITHACA RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS OF DOLLARS)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income from Master Trust $ 3,099
Contributions from participants 1,220
Contributions from the Company 1,032
-------
Total additions 5,351
-------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Participants' withdrawals 843
Transfer to other Borg-Warner Plans 17
Miscellaneous expense 40
-------
Total deductions 900
-------
NET INCREASE 4,451
NET ASSETS AVAILABLE FOR BENEFITS - Beginning of year 12,755
-------
NET ASSETS AVAILABLE FOR BENEFITS - End of year $17,206
=======
</TABLE>
See notes to financial statements.
- 3 -
<PAGE> 7
ITHACA RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
Borg-Warner Automotive, Inc. (the "Company") established the Borg-Warner
Automotive, Inc. Retirement Savings Master Trust (the "Master Trust") with
Putnam Fiduciary Trust, Boston, Massachusetts on April 1, 1994, pursuant to
the Benefits Agreement entered into in accordance with the January 27, 1993
distribution of the Company's stock to the stockholders of its then parent
company, Borg-Warner Security Corporation ("BW-Security"). The BW-Security
Master Trust (the "Prior Master Trust") was originally established on
April 5, 1988 while the Company was a wholly owned subsidiary of
BW-Security with eligible employees participating in the Prior Master Trust
through the Ithaca Retirement Savings Plan, (the "Plan").
The Plan was established on January 1, 1992 as a participant in the Prior
Master Trust. Effective May 31, 1994, the Prior Master Trust transferred
to the Master Trust assets equal to Plan participant balances in the Plan
under the Prior Master Trust as of March 31, 1994 pursuant to the Benefits
Agreement.
The Plan is a defined contribution plan under section 401(a) of the
Internal Revenue Code designed to provide eligible employees with
systematic savings and tax-advantaged long-term savings for retirement.
Borg-Warner Automotive Morse Tec Corporation, Ithaca Plant (the "Ithaca
Plant"), formerly Borg-Warner Transmission Products Corporation, Muncie
Plant, is the Plan sponsor. The Ithaca Plant has assigned the Retirement
Savings Plan Committee (the "Committee") to oversee the Plan and the Master
Trust. The Committee has appointed Putnam Investor Services, Inc. and
Putnam Fiduciary Trust to perform the administrative, investment, and
trustee services for the Plan and the Master Trust.
A complete description of the Plan procedures and provisions is contained
in the Plan document. Significant Plan features include:
ELIGIBILITY - Employees of the Ithaca Plant may participate in the Plan if
they have been employed for at least six consecutive months.
PARTICIPANT'S ACCOUNT - A Retirement Savings Plan account is established
for each participant in the Plan. The participant's account consists of
the following:
Company Retirement Account - The Company made contributions to the Company
Retirement Account for all eligible participants, based on the
participant's total hours of service, and years of vested service. No
employee contributions are made to this account.
Employee Retirement Account - Participants may voluntarily contribute from
one to three percent of their compensation to this account. The Company
makes contributions equal to 100 percent of participant contributions to
this account.
Savings Account - Participants may voluntarily contribute an additional one
to ten percent of their compensation to this account. No Company
contributions are made to this account.
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<PAGE> 8
MASTER TRUST - Participants may elect to invest their Company Retirement
Account, Employee Retirement Account and Savings Account in one or more of
the funds of the Master Trust maintained by Putnam Fiduciary Trust, other
than the pending account and loan fund which are not fund elections
available to participants. The funds of the Master Trust are as follows:
Investment Contracts Fund - Invests in investment contracts with either
highly rated insurance companies or major banks and also in short-term
investments which provide liquidity.
Putnam Voyager Fund - Invests a significant portion of its assets in
securities of smaller and newer issuers. The fund may borrow money to
purchase additional portfolio securities. The fund also trades
securities for short-term profits.
Putnam S&P 500 Index Fund - Invests primarily in publicly traded
common stocks either directly or through collective investment trusts
having a similar investment objective. A small portion of the fund's
assets are invested in high-quality money market instruments and
financial futures contracts.
Putnam U.S. Government Bond Fund - Invests exclusively in
securities backed by the full faith and credit of the United States
Government, repurchase agreements, and forward committments with respect
to such securities. Effective December 29, 1995, the Master Trust
discontinued this fund as an investment option and participants'
investments in this fund were transfered to other participant elected
investment options. No balance existed in this fund at December 31,
1995.
The George Putnam Fund of Boston - Invests in a well-diversified
portfolio of stocks and bonds.
Borg-Warner Automotive, Inc. Stock Fund - Invests in the common stock of
Borg-Warner Automotive, Inc.
Putnam Income Fund- Invests primarily in quality corporate and
government bonds that pay a rate of interest in regularly scheduled
payments. The fund became an eligible investment option in the Master
Trust effective October 1, 1995.
Loan Fund - Invests in plan participant loans. Participant borrowings
increase the Fund balance and principal repayments decrease the Fund
balance with proceeds reinvested in participant directed fund investment
elections. The Loan Fund does not share in the dividends, earnings, and
gains of the Master Trust.
Pending Account - Represents (1) forfeitures of nonvested account
balances until applied against future company contributions; (2)
proceeds from the sale of assets prior to distribution to the newly
elected investment fund.
- 5 -
<PAGE> 9
Participant interests in each of the funds are accounted for in units of
value. The following is a summary by fund of the number of units and net
asset value per unit:
<TABLE>
<CAPTION>
DECEMBER 31, 1995
NUMBER NET ASSET
OF VALUE
UNITS PER UNIT
<S> <C> <C>
Investment Contracts Fund 5,727,665 $ 1.00
Putnam Voyager Fund 277,047 15.34
Putnam S&P 500 Index Fund 114,380 13.88
The George Putnam Fund of Boston 257,250 15.52
Borg-Warner Automotive, Inc. Stock Fund 43,863 32.00
<CAPTION>
DECEMBER 31, 1994
NUMBER NET ASSET
OF VALUE
UNITS PER UNIT
<S> <C> <C>
Investment Contracts Fund 5,148,409 $ 1.00
Putnam Voyager Fund 228,621 11.56
Putnam S&P 500 Index Fund 97,944 10.12
Putnam U.S. Government Bond Fund 39,355 12.20
The George Putnam Fund of Boston 186,417 12.93
Borg-Warner Automotive, Inc. Stock Fund 35,881 25.12
</TABLE>
Contributions to, and earnings of, each fund are invested in appropriate
holdings on a timely basis. All purchases of Borg-Warner Automotive, Inc.
stock are made on the open market.
VESTING - Fund assets attributable to voluntary participant contributions
are fully vested at all times. Fund assets attributable to Company
contributions vest 100 percent upon five years of vested service or upon
permanent disability, death or attaining age 65 provided, however, the
participant is employed by the Company on that date.
WITHDRAWALS - While participants are actively employed, no withdrawals
may be made from either the Company Retirement Account or Employee
Retirement Account. Withdrawals may be made from the Savings Account at the
participants' option subject to certain limitations. Upon termination of
employment, participants may elect an immediate or future distribution of
the participants' vested account balances as permitted by the Plan, subject
to ERISA regulations.
LOANS - Participants may borrow up to 50% of their Savings Account balance
with a minimum of $500 and a maximum of $50,000 limited to a single loan
outstanding at any time. Loan terms range from six months to five years,
with interest charged at the rate established by the trustee for similar
loans on the origination date. No loans are permitted from the Company
Retirement Account or the Employee Retirement Account.
PRIORITIES UPON TERMINATION - Although the Company has not expressed any
intent to discontinue the Plan, it may do so at any time. In the event of
termination, the interests of the affected participants
- 6 -
<PAGE> 10
shall become fully vested. The Plan assets then remaining shall be used
to pay administrative expenses and benefits equal to the balance in the
participants' accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENTS - The Investment Contracts Fund of the Master Trust is stated
at cost plus interest earned to date (i.e., contract value) as reported by
the Trustee. The contract value of the Investment Contract Fund
approximates the fair value. The average yield for the Investment
Contracts Fund was 6.9% for the years ended December 31, 1995 and 1994.
The Investment Contracts Fund is fully benefit responsive. Investments
in all other funds are stated at market value as reported by the Trustee.
ESTIMATES - 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 net assets
available for benefits as of the date of the financial statements and the
reported amounts of changes in net assets available for benefits during the
reporting period. Actual results could differ from those estimates.
MISCELLANEOUS EXPENSES - Transfer taxes and brokerage expenses attributable
to the Master Trust assets are charged to the applicable fund. Any other
expenses incurred in respect of Master Trust income or property are charged
to the accounts of the participants, where applicable, or are paid in such
manner as the Company determines.
BENEFITS PAYABLE - In accordance with the AICPA Audit and Accounting
Guide, Audits of Employee Benefit Plans, the plan does not record benefits
payable to participants who have withdrawn from the Plan. As of December
31, 1995, no benefits were due to participants withdrawn from the Plan.
RECLASSIFICATIONS - Certain 1994 amounts have been reclassified to conform
with the 1995 presentation.
3. TAX STATUS
The Plan obtained a determination letter on April 6, 1995 in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with applicable requirements of the Internal Revenue Code. The
Plan's management believes it is currently designed and is operated in
accordance with the applicable rules and regulations of the Internal
Revenue Code; therefore, no provision for income taxes has been made in the
Plan's financial statements.
4. FUND INFORMATION
Fair value of Plan investments in the Master Trust as of December 31, 1995
and 1994, investment income from Master Trust, contributions from
participants, contributions from the Company, and participants' withdrawals
are as follows:
- 7 -
<PAGE> 11
Fair value of Plan investments (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994
<S> <C> <C>
Investment Contracts Fund $5,728* $ 5,149*
Putnam Voyager Fund 4,250* 2,643*
Putnam S&P 500 Index Fund 1,587* 991*
Putnam U.S. Government Bond Fund 480
The George Putnam Fund of Boston 3,993* 2,410*
Borg-Warner Automotive, Inc. Stock Fund 1,404* 901*
Putnam Income Fund 33
Loan Fund 200 158
Pending Account 11 23
------- -------
Total $17,206 $12,755
======= =======
</TABLE>
* Represents 5% or more of Plan assets.
Investment income from Master Trust, for the year ended December 31, 1995
(in thousands):
<TABLE>
<S> <C>
Investment Contracts Fund $ 367
Putnam Voyager Fund 1,160
Putnam S&P 500 Index Fund 394
Putnam U.S. Government Bond Fund 78
The George Putnam Fund of Boston 786
Borg-Warner Automotive, Inc. Stock Fund 300
Putnam Income Fund 1
Loan Fund 13
------
Total $3,099
======
</TABLE>
Contributions from participants, for the year ended December 31, 1995 (in
thousands):
<TABLE>
<S> <C>
Investment Contracts Fund $ 323
Putnam Voyager Fund 300
Putnam S&P 500 Index Fund 111
Putnam U.S. Government Bond Fund 65
The George Putnam Fund of Boston 307
Borg-Warner Automotive, Inc. Stock Fund 114
------
Total $1,220
======
</TABLE>
- 8 -
<PAGE> 12
Contributions from the Company, for the year ended December 31, 1995 (in
thousands):
<TABLE>
<S> <C>
Investment Contracts Fund $ 262
Putnam Voyager Fund 234
Putnam S&P 500 Index Fund 92
Putnam U.S. Government Bond Fund 48
The George Putnam Fund of Boston 308
Borg-Warner Automotive, Inc. Stock Fund 88
------
Total $1,032
======
</TABLE>
Participants' withdrawals, for the year ended December 31, 1995 (in thousands):
<TABLE>
<S> <C>
Investment Contracts Fund $ 470
Putnam Voyager Fund 127
Putnam S&P 500 Index Fund 35
Putnam U.S. Government Bond Fund 20
The George Putnam Fund of Boston 154
Borg-Warner Automotive, Inc. Stock Fund 37
-----
Total $ 843
=====
</TABLE>
5. MASTER TRUST
The plans participating in the Master Trust are the Borg-Warner Automotive,
Inc. Retirement Savings Plan ("BWARSP"), the Ithaca Retirement Savings Plan
("IRSP"), the Borg-Warner Retirement Savings Plan, Dixon Plant ("DRSP"),
the Borg-Warner Retirement Savings Plan, Blytheville Plant ("BRSP"), the
Borg-Warner Automotive Diversified Transmission Products Corporation,
Muncie Plant Retirement Savings Plan ("MRSP"), the Borg-Warner Automotive
Diversified Transmission Products Corporation, Muncie Plant, Local 287
Retirement Investment Plan ("MRIP"), the Borg-Warner Automotive Automatic
Transmission Systems Corporation, Coldwater Plant Retirement Savings Plan
("CRSP"), the Borg-Warner Automotive Automatic Transmission Systems
Corporation, Sterling Heights Plant Savings Plan ("SHSP"), the Borg-Warner
Automotive Automatic Transmission Systems Corporation, Plymouth Plant
Retirement Savings Plan ("PRSP"), and the Borg-Warner Automotive Automatic
Transmission Systems Corporation, Romulus Plant Retirement Savings Plan
("RRSP").
- 9 -
<PAGE> 13
Each plan's interest in the net assets of the Master Trust as of December
31, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>
PERCENT OF MASTER TRUST NET ASSETS
DECEMBER 31, 1995
--------------------------------------------------------------------------------------------------------------------
NAME INVESTMENT PUTNAM PUTNAM THE GEORGE BORG-WARNER PUTNAM
OF CONTRACTS VOYAGER S&P 500 PUTNAM FUND AUTOMOTIVE, INC. INCOME LOAN PENDING TOTAL
PLAN FUND FUND INDEX FUND OF BOSTON STOCK FUND FUND FUND ACCOUNT PLAN
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BWARSP 26.94% 20.70% 8.10% 19.68% 3.37% 0.77% 0.73% 0.11% 80.40%
IRSP 1.72 1.28 0.48 1.20 0.42 0.01 0.06 0.00 5.17
DRSP 0.50 0.42 0.08 0.37 0.13 0.00 0.01 0.00 1.51
BRSP 0.23 0.21 0.09 0.23 0.08 0.00 0.01 0.00 0.85
MRSP 0.09 0.31 0.13 0.32 0.07 0.00 0.04 0.00 0.96
MRIP 1.41 3.84 1.23 3.99 0.10 0.17 0.04 0.01 10.79
SHSP 0.02 0.02 0.01 0.03 0.02 0.00 0.00 0.00 0.10
CRSP 0.01 0.02 0.02 0.02 0.01 0.00 0.00 0.00 0.08
RRSP 0.01 0.03 0.01 0.02 0.03 0.00 0.00 0.00 0.10
PRSP 0.01 0.01 0.01 0.01 0.00 0.00 0.00 0.00 0.04
----- ----- ----- ----- ---- ---- ---- ---- ------
Total by
fund 30.94% 26.84% 10.16% 25.87% 4.23% 0.95% 0.89% 0.12% 100.00%
===== ===== ===== ===== ==== ==== ==== ==== ======
</TABLE>
<TABLE>
<CAPTION>
PERCENT OF MASTER TRUST NET ASSETS
DECEMBER 31, 1994
----------------------------------------------------------------------------------------------------------------------
NAME INVESTMENT PUTNAM PUTNAM PUTNAM U.S. THE GEORGE BORG-WARNER
OF CONTRACTS VOYAGER S&P 500 GOVERNMENT PUTNAM FUND AUTOMOTIVE, INC. LOAN PENDING TOTAL
PLAN FUND FUND INDEX FUND BOND FUND OF BOSTON STOCK FUND FUND ACCOUNT PLAN
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BWARSP 33.61% 16.99% 6.92% 3.52% 17.63% 3.16% 0.82% 0.01% 82.66%
IRSP 1.97 1.01 0.38 0.18 0.92 0.35 0.06 0.01 4.88
DRSP 0.54 0.30 0.06 0.03 0.28 0.11 0.01 0.00 1.33
BRSP 0.25 0.13 0.08 0.04 0.17 0.07 0.00 0.00 0.74
MRSP 0.08 0.16 0.09 0.09 0.11 0.08 0.02 0.00 0.63
MRIP 1.43 2.64 0.91 2.44 2.34 0.00 0.00 0.00 9.76
----- ----- ---- ---- ----- ---- ---- ---- ------
Total by
fund 37.88% 21.23% 8.44% 6.30% 21.45% 3.77% 0.91% 0.02% 100.00%
===== ===== ==== ==== ===== ==== ==== ==== ======
</TABLE>
The net assets of the Master Trust are allocated to each plan based on
the above percentages. Investments in the Master Trust at December 31, 1995
and 1994 and components of investment income for the Master Trust the year
ended December 31, 1995 are summarized in Note 6.
- 10 -
<PAGE> 14
6. MASTER TRUST INFORMATION
The following tables present the fair value of investments of the Master
Trust as of December 31, 1995 and 1994 and the components of investment
income for the Master Trust for the year ended December 31, 1995.
<TABLE>
<CAPTION>
DECEMBER 31
1995 1994
<S> <C> <C>
Fair value of investments (in thousands):
Investment Contracts Fund $102,880 $98,800
Putnam Voyager Fund 89,247 55,395
Putnam S&P 500 Index Fund 33,768 21,994
Putnam U.S. Government Bond Fund 16,452
The George Putnam Fund of Boston 86,070 55,935
Borg-Warner Automotive, Inc. Stock Fund 14,053 9,804
Putnam Income Fund 3,204
Loan Fund 2,971 2,364
Pending Account 422 46
-------- ---------
Total $332,615 $260,790
======== =========
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
NET APPRECIATION
IN FAIR VALUE DIVIDEND INTEREST
OF INVESTMENTS INCOME INCOME
-------------- ------- --------
<S> <C> <C> <C>
Investment Income (in thousands):
Investment Contracts Fund $6,829
Putnam Voyager Fund $ 19,172 4,634
Putnam S&P 500 Index Fund 8,460 1
Putnam U.S. Government Bond Fund 1,236 1,191
The George Putnam Fund of Boston 11,609 5,659
Borg-Warner Automotive, Inc. Stock Fund 2,837 558
Putnam Income Fund 60 28
Loan Fund $186
Pending Account 12
------- ------- ----
Total $43,374 $18,912 $186
======= ======= ====
</TABLE>
*****
- 11 -
<PAGE> 15
ITHACA RETIREMENT SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
(IN THOUSANDS OF DOLLARS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COST
DESCRIPTION (ESTIMATED) MARKET
<S> <C> <C>
INVESTMENT IN MASTER TRUST $15,006 $17,006
LOANS RECEIVABLE FROM PARTICIPANTS (Bearing interest
from 6% to 11% maturing January 1996 through December 2000) 200 200
------- -------
TOTAL $15,206 $17,206
======= =======
</TABLE>
- 12 -
<PAGE> 16
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
ITHACA RETIREMENT SAVINGS PLAN AS
AMENDED AND RESTATED
Date: June 28, 1996 SIGNATURE TITLE
By:/s/ ROBIN J. ADAMS Retirement Savings Plan Committee Member
Robin J. Adams
WILLIAM C. CLINE Retirement Savings Plan Committee Member
William C. Cline
GERALDINE KINSELLA Retirement Savings Plan Committee Member
Geraldine Kinsella
REGIS J. TRENDA Retirement Savings Plan Committee Member
Regis J. Trenda
<PAGE> 17
EXHIBIT INDEX
Exhibit Number Page
(23.1) Consent of Deloitte & Touche LLP
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements Nos.
33-92430 and 33-75568 on Form S-8 of Borg-Warner Automotive, Inc. of our
report dated June 26, 1996, appearing in this annual report on Form 11-K of the
Ithaca Retirement Savings Plan ("IRSP") for the year ended December 31, 1995.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
Chicago, Illinois
June 26, 1996
