BORG WARNER AUTOMOTIVE INC
11-K, 1996-06-28
MOTOR VEHICLE PARTS & ACCESSORIES
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<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  33-75572


A. Full title of the plan and the address of the plan, if different from that
   of the issuer named below:

   Borg-Warner Automotive, Inc. 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 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 


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.


<PAGE>   2
BORG-WARNER AUTOMOTIVE, INC.
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

BORG-WARNER AUTOMOTIVE, INC.
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                                             4-12    
                                                                                              
SUPPLEMENTAL SCHEDULE:                                                                        

 Item 27a - Schedule of Assets Held for Investment Purposes, December 31, 1995        13
</TABLE>



(Supplemental schedules not listed are omitted due to the absence of conditions
under which they are required.)




<PAGE>   4


INDEPENDENT AUDITORS' REPORT

Borg-Warner Automotive, Inc. Retirement Savings Plan:

We have audited the accompanying statements of net assets available for
benefits of the Borg-Warner Automotive, Inc. Retirement Savings Plan as of
December 31, 1995 and 1994, and the related statements 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
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the Plan's financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan 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

BORG-WARNER AUTOMOTIVE, INC.
RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
(IN THOUSANDS OF DOLLARS)
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>


                                                1995         1994
<S>                                          <C>          <C>
NET ASSETS
INVESTMENT IN MASTER TRUST                    $267,416     $215,545
                                             -----------  -----------
NET ASSETS AVAILABLE FOR BENEFITS             $267,416     $215,545
                                             ===========  ===========


</TABLE>

See notes to financial statements.

                                     - 2 -


<PAGE>   6

BORG-WARNER AUTOMOTIVE, INC.
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                                    $ 49,631
 Transfer from other Borg-Warner Automotive, Inc. Plans                    1,415
 Contributions from participants                                           9,083
 Contributions from the Company                                            9,469
                                                                    ------------
          Total additions                                                 69,598
                                                                    ------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
 Participants' withdrawals                                                17,250
 Miscellaneous expense                                                       477
                                                                    ------------
          Total deductions                                                17,727
                                                                    ------------
NET INCREASE                                                              51,871

NET ASSETS AVAILABLE FOR BENEFITS - Beginning of year                    215,545
                                                                    ------------
NET ASSETS AVAILABLE FOR BENEFITS - End of year                         $267,416
                                                                    ============

</TABLE>

See notes to financial statements.


                                     - 3 -


<PAGE>   7

BORG-WARNER AUTOMOTIVE, INC.
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 of the Company participating in the
   Prior Master Trust through the Borg-Warner Automotive, Inc. Retirement
   Savings Plan ("the Plan").  

   Effective April 1, 1994, the Prior Master Trust transferred to the Master
   Trust assets equal to 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 designed to provide eligible
   employees with systematic savings and tax-advantaged long-term savings for
   retirement.  The Company is the Plan sponsor.  The Company has assigned the
   Retirement Savings Plan Committee (the "Committee") to oversee the Plan.
   The Committee has appointed Putnam Investor Services, Inc. and Putnam
   Fiduciary Trust to perform the administrative, investment, and trustee
   services for the Plan.

   A complete description of the Plan procedures and provisions is contained in
   the Plan document.  Significant Plan features include:

   ELIGIBILITY -  Employees of the Company, its divisions, subsidiaries, or
   affiliates may elect to participate in the Plan subject to the consent of
   the Committee 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 makes contributions to this account
   on behalf of each eligible participant based on the participant's
   compensation, years of vested service, and age.  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 one to ten percent
   of their compensation to this account.  No Company contributions are made to
   this account.

   CONTRIBUTIONS TO THE PLAN - For the year ended December 31, 1995, the
   Company made contributions to the Company Retirement Account for all
   eligible employees as a percentage of compensation based on years of vested
   service as follows:


                                     - 4 -


<PAGE>   8








<TABLE>
<CAPTION>
                                                              PERCENTAGE OF COMPENSATION       
                                                         UNDER THE SOCIAL SECURITY WAGE BASE   
                                                             FRANKFORT                         
             YEARS OF VESTED SERVICE                        AND BELLWOOD     ALL OTHER         
<S>                                                          <C>              <C>                  
Less than or equal to 10 years                               3.0%              4.0%
Greater than 10 but less than or equal to 20 years           4.0%              5.0%
Greater than 20 years                                        5.0%              6.0%

</TABLE>

<TABLE>
<CAPTION>


                                                                PERCENTAGE OF COMPENSATION        
                                                            OVER  THE SOCIAL SECURITY WAGE BASE    
                                                                 FRANKFORT                             
             YEARS OF VESTED SERVICE                            AND BELLWOOD   ALL OTHER                
<S>                                                               <C>         <C>                  
Less than or equal to 10 years                                     6.0%          8.0%
Greater than 10 but less than or equal to 20 years                 8.0%         10.0%
Greater than 20 years                                             10.0%         11.5%
</TABLE>

   The Social Security Wage Base was $61,200 for the year ended December 31,
   1995.

   For a participant in the Plan who was (i) a participant in the Transmission
   and Engine Components, Bellwood Plant Employees' Pension Plan or in the
   Transmission and Engine Components Corporation, Frankfort Plant
   Employees' Pension Plan on March 31, 1989, (ii) age 50 or older as of
   December 31, 1989 or had 20 or more years of vested service as of December
   31, 1989, and (iii) eligible to receive a contribution to the Company
   Retirement Account as of April 1, 1989, the Company makes additional
   contributions to the Company Retirement Account as follows:

   -   One percent of compensation, if age 50 or older as of December 31, 1989,
       or had 20 or more years of vested service as of December 31, 1989.

   -   Two percent of compensation, if age 50 or older as of December 31, 1989,
       and had 20 or more years of vested service as of December 31, 1989.

   For a participant in the Plan who was (i) a participant in the Borg-Warner
   Corporation Employees' Pension Plan (for Muncie Plant guards) on December
   15, 1989, (ii) age 45 or older as of December 31, 1989, and (iii) eligible
   to receive a contribution to the Company Retirement Account as of January 1,
   1990, the Company makes additional contributions to the Company Retirement
   Account as follows:

   -   One percent of compensation, if age 45 or older, but less than 50, as of
       December 31, 1989.

   -   Two percent of compensation, if age 50 or over as of December 31, 1989.

   If an employee was (i) a participant in the Borg-Warner Retirement Plan as
   of May 31, 1988, (ii) age 45 or older as of December 31, 1988, and (iii)
   eligible to receive a contribution to the Company Retirement Account as of
   June 1, 1988, the Company makes additional contributions to the Company
   Retirement Account as follows:
                                                                     
          ATTAINED AGE AS OF                 ADDITIONAL COMPANY         
          DECEMBER 31, 1988                RETIREMENT CONTRIBUTION      
                                                                        
      45 but less than 50 years of age       1% of compensation         
      50 and over                            2% of compensation         


                                    - 5 -
<PAGE>   9
                                                                           
   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.


                                    - 6 -
<PAGE>   10

      
      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                           89,595,912  $     1.00     
   Putnam Voyager Fund                                  4,488,134       15.34     
   Putnam S&P 500 Index Fund                            1,941,030       13.88     
   The George Putnam Fund of Boston                     4,218,434       15.52     
   Borg-Warner Automotive, Inc. Stock Fund                349,928       32.00     
   Putnam Income Fund                                     354,192        7.23     
   
</TABLE>


<TABLE>
<CAPTION>           
   
                                                         DECEMBER 31, 1994
                                                         NUMBER    NET ASSET
                                                           OF        VALUE
                                                         UNITS      PER UNIT
   <S>                                                 <C>         <C> 
   Investment Contracts Fund                           87,664,107  $     1.00
   Putnam Voyager Fund                                  3,832,112       11.56
   Putnam S&P 500 Index Fund                            1,783,700       10.12
   Putnam U.S. Government Bond Fund                       752,040       12.20
   The George Putnam Fund of Boston                     3,555,650       12.93
   Borg-Warner Automotive, Inc. Stock Fund                327,708       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 completion of 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.



                                    - 7 -

<PAGE>   11

   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 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 determined that the Plan was in compliance with
   applicable requirements of the Internal Revenue Code.  The Plan's management
   believes it is being 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 Company, and participants' withdrawals are
   as follows:



                                     - 8 -
<PAGE>   12

<TABLE>
<CAPTION>
                                                                       DECEMBER 31
                                                                1995                 1994
<S>                                                        <C>                 <C> 
  Fair value of Plan investments in Master Trust (in thousands):
   Investment Contracts Fund                                        $89,596*              $87,664*
   Putnam Voyager Fund                                               68,848*               44,299*
   Putnam S&P 500 Index Fund                                         26,941*               18,051*
   Putnam U.S. Government Bond Fund                                                         9,175
   The George Putnam Fund of Boston                                  65,470*               45,975*
   Borg-Warner Automotive, Inc. Stock Fund                           11,198                 8,232
   Putnam Income Fund                                                 2,561
   Loan Fund                                                          2,434                 2,126
   Pending Account                                                      368                    23
                                                             --------------          ------------
  Total                                                            $267,416              $215,545
                                                             ==============          ============
</TABLE>

* Represents 5% or more of plan assets.

<TABLE>
<CAPTION>
Investment income from Master Trust, for the year ended December 31, 1995 
(in thousands):
<S>                                                                                 <C>
  Investment Contracts Fund                                                        $  5,949
  Putnam Voyager Fund                                                                18,631
  Putnam S&P 500 Index Fund                                                           6,828
  Putnam U.S. Government Bond Fund                                                    1,312
  The George Putnam Fund of Boston                                                   13,813
  Borg-Warner Automotive, Inc. Stock Fund                                             2,852
  Putnam Income Fund                                                                     77
  Loan Fund                                                                             169
                                                                                   --------
  Total                                                                            $ 49,631
                                                                                   ========

</TABLE>

<TABLE>
<CAPTION>

Contributions from participants, for the year-ended December 31, 1995
(in thousands):


<S>                                                                                <C> 
  Investment Contracts Fund                                                          $1,526      
  Putnam Voyager Fund                                                                 2,892      
  Putnam S&P 500 Index Fund                                                           1,100      
  Putnam U.S. Government Bond Fund                                                      381      
  The George Putnam Fund of Boston                                                    2,451      
  Borg-Warner Automotive, Inc. Stock Fund                                               714      
  Putnam Income Fund                                                                     19      
                                                                                    -------      
  Total                                                                              $9,083      
                                                                                    =======      
</TABLE>                                                                  

                                                                             


                                     - 9 -

<PAGE>   13





<TABLE>
<CAPTION>

   Contributions from the Company for the year ended December 31, 1995 (in
   thousands):

     <S>                                                                                        <C>              
     Investment Contracts Fund                                                                   $ 1,564         
     Putnam Voyager Fund                                                                           2,861         
     Putnam S&P 500 Index Fund                                                                     1,095         
     Putnam U.S. Government Bond Fund                                                                408         
     The George Putnam Fund of Boston                                                              2,743         
     Borg-Warner Automotive, Inc. Stock Fund                                                         788         
     Putnam Income Fund                                                                               10         
                                                                                                 -------         
     Total                                                                                       $ 9,469         
                                                                                                 =======         
                                                          
<CAPTION>
  
     Participants' withdrawals, for the year ended December 31, 1995 (in
     thousands):                               
              
     <S>                                                                                        <C>              
     Investment Contracts Fund                                                                   $ 8,248        
     Putnam Voyager Fund                                                                           2,846       
     Putnam S&P 500 Index Fund                                                                     1,409   
     Putnam U.S. Government Bond Fund                                                                784       
     The George Putnam Fund of Boston                                                              3,446       
     Borg-Warner Automotive, Inc. Stock Fund                                                         418       
     Putnam Income Fund                                                                                1
     Loan Fund                                                                                        98       
   Total                                                                                         -------       
                                                                                                 $17,250       
                                                                                                 =======  

</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").



                                     - 10 -
<PAGE>   14
   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 for the year
   ended December 31, 1995 are summarized in Note 6.


                                   - 11 -
<PAGE>   15


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                                0       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                                                                              0            $186 
  Pending Account                                                      0                12            
                                                                 -------           -------            ----
                                                                              
  Total                                                          $43,374           $18,912            $186
                                                                 =======           =======            ====
                                                
</TABLE>                                                                      


                                    *****


                                   - 12 -
<PAGE>   16

BORG-WARNER AUTOMOTIVE, INC.
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                                                            $   263,047  $  264,982  

LOANS RECEIVABLE FROM PARTICIPANTS (Bearing interest                                        2,434       2,434
  from 6% to 11% maturing August 1995 through December 1999)                          -----------  ----------

TOTAL                                                                                 $   265,481  $  267,416
                                                                                      ===========  ==========
</TABLE>


                                     - 13 -
<PAGE>   17


     BORG-WARNER AUTOMOTIVE, INC. 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>   1
                                                                   Exhibit 23.1




INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement No.
33-75572 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 Borg-Warner       
Automotive, Inc. Retirement Savings Plan ("BWARSP") for the year ended 
December 31, 1995.


/s/ DELOITTE & TOUCHE LLP
- -------------------------
    DELOITTE & TOUCHE LLP

Chicago, Illinois
June 26, 1996



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