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<SEC-DOCUMENT>0000908255-01-50004 3.txt : 20010629
<SEC-HEADER>0000908255-01-500043.hdr.sgml : 2001062 9
ACCESSION NUMBER:
0000908255-01-50004 3
CONFORMED SUBMISSION TYPE:
10-K/A
PUBLIC DOCUMENT COUNT:
3
CONFORMED PERIOD OF REPORT:
20010331
FILED AS OF DATE:
20010628
FILER:
COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL INDEX KEY: STANDARD INDUSTRIAL CLA IRS NUMBER: STATE OF INCORPORATION: FISCAL YEAR END:
IFICATION:
BORGWARNER INC 0000908255 MOTOR VEHICLE PARTS & ACCES 133404508 DE 1231
FILING VALUES: FORM TYPE: SEC ACT: SEC FILE NUMBER: FILM NUMBER:
10-K/A
001-12162 1669787
BUSINESS ADDRESS: STREET 1: CITY: STATE: ZIP: BUSINESS PHONE:
200 S MICHIGAN AVE CHICAGO IL 60604 3123228500
MAIL
ADDRESS: STREET STREET CITY: STATE: ZIP:
1: 2:
200 SOUTH MICHIGAN AVE 200 SOUTH MICHIGAN AVE CHICAGO IL 60604
FORMER COMPANY: FORMER CONFORMED NAME: DATE OF NAME CHANGE:
</SEC-HEADER> <DOCUMENT> <TYPE>10-K/A <SEQUENCE>1 < FILENAME>steve.txt <TEXT>
BORG WARNER AUTOMOTIVE INC 19930628
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
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Page 2 of 27
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000 Commission file number: 1-12162
BorgWarner Inc. (Exact name of registrant as specified in its charter)
Delaware (State of Incorporation)
13-3404508 (IRS Employer Identification No.)
(Address
and
200 South Michigan Avenue Chicago, Illinois 60604
(312) 322-8500 telephone number of principal executive
offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered Common Stock, par value $.01 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes /X/ NO------
The aggregate market value of the voting stock of the registrant held by stockholders (not including voting stock held by directors and executive officers of the registrant) on June 1, 2001 was approximately $1.21 billion. As of June 1, 2001, the registrant had 26,308,619 shares of Common Stock outstanding.
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/
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated herein by reference into the Part of the Form 10-K indicated.
DOCUMENT
PART OF FORM 10-K INTO WHICH INCORPORATED
BorgWarner Inc. 2000 Annual Report to Stockholders Parts II and IV
BorgWarner Inc. Proxy Statement for the 2001 Annual Meeting of Stockholders
Part III
PART II
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements (including the notes thereto) of the Company and the Independent Auditors' Report as set forth on pages 29'through 47 in the Company's Annual Report are incorporated herein by reference and made a part of this report. Supplementary financial information regarding quarterly results of operations (unaudited) for the years ended December 31, 2000 and 1999 is set forth on page 46 of the Company's Annual Report. For a list of financial statements filed as part of this report, see Item 14, "Exhibits, Financial Statement Schedules, and Reports on Form 8-K" on page 13.
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< PAGE> NSK-WARNER KABUSHIKI KAISHA AND A SUBSIDIARY Consolidated -Financial Statements March 31, 2001, 2000 and 1999 (With Independent Auditors' Report Thereon)
Independent Auditors' Report
Page 3 ot 27
The Board of Directors and Stockholders NSK-Warner Kabushiki Kaisha:
We have audited the accompanying consolidated balance sheets (expressed in yen) of NSK-Warner Kabushiki Kaisha and a subsidiary as of March 31, 2001 and 2000, and the related consolidated statements of earnings, stockholders' equity, and cash flows for each of the years in the three-year period ended March 31, 2001. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of NSK-Warner Kabushiki Kaisha and a subsidiary as of March 31, 2001 and 2000, and the results of their operations and their cash flows for each of the years in the three-year period ended March 31, '2001 in conformity with accounting standards generally accepted in the United States of America.
The accompanying consolida:ed financial statements have been translated into United States dollars sole.y for the convenience of the reader. We have recomputed the translation and, in our opinion, the consolidated financial statements expressed in yen have been translated into United States dollars on the basis set forth in note 2 of the notes to consolidated financial statements.
Tokyo, Japan April 27, 2001 NSK-WARNER KABUSHIKI AND A SUBSIDIARY Consolidated Balance
KAISHA Sheets
March 31, 2001 and 2000
Japanese yen U.S. dollars
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132: (thousands) (thousands) (note 2) (thousands) (thousands) (note
<TABLE>
<CAPTION>
Japanese yen
U.S. dollars
2)
(thousands)
2001
2000
(thousands) (note 2) 2001
<s>
Assets Current assets:
Cash and cash equivalents (note 12) Y
Short-term investments (notes 3 and 12) Receivables (notes 10 and 12):
Trade accounts Other
<c> <c> <C>
Yl,418,216 2,905,386
308,964 $11,446 9,104,448 23,449
10,021,804
8,290,782 80,886
720 , 852
943,121
5, 818
Total receivables 10,742,656
9,223,903 86,704
Inventories (note Prepaid expenses and other current assets (note 6)
4)
2,197,911 856,307
1,901,917 17,740 403,615 6, 912
Total current assets
18,120,476
20,952,847 146,251
Marketable investment securities (notes 5 and 12)
Investment in an affiliated company
585,870 759,417
674,949 833,077
4,729 6,129
Property, plant and equipment,, at cost:
Land
4,552,879
Buildings
11,717,494
Machinery and equipment
21,029,784
Vehicles
99,526
Tools, furniture
and fixtures
5,477,757
Construction in ,
progress
56,843
1,538,771 11,581,814 20,397,820 102,660
36,746 94,572 169,732 803
5,072,950 44,211
884,833
459
Less accumulated depreciation
42,934,283
39,578,848 346,523
26,189,406
24,716,843 211,375
Net property, plant and equipment
16,744,877
14,862,005 135,148
Other assets:
540,525
Total other assets 1
Y
540,525 36,751,165
Current Liabilities:
Trade oavables (notes 10 and 12):
Notes
Y 2,969,565
Accounts
4,187,145
493,696 4,363 493,696 4, 363 37,816,574 $296,620
1,952,572 $23,967 4,134,675 33,795
*
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Total trade payables 7,156,710
6,087,247 57,762
Other payables (notes 10 and 12 ) :
Notes
638,459
Accounts
518,812
632,085 638,972
5,153 4,187
Total other payables
1,157,217
1,271,057 9,340
Income taxes payable
1,474,781
1,253,344 11,903
Accrued expenses (note 12) 1,746,490
1,640,462 14,096
Other current liabilities
40,625
33,406
328
Total current liabilities
11,575,877
10,285,516 93,429
Noncurrent liabilities: Accrued pension and severance
cost (note 7) Deferred income taxes (note 6)
186,252
492,711 628,403 281,174 1,503
3,977
Total noncurrent liabilities
678,963 909,577 5,480
Total liabilities
12 ,254,840 11,195,093 98,909
Stockholders' equity: Common stock of Y10,000 par value Authorized 220,000 shares; issued 55,000 shares-- Legal reserve (note 8)
(note 10)
550,000 137,500
550,000 137,500
4,439 1,110
Retained earnings Accumulated other compre
hensive income (loss) (notes 6 and 9)
23,999,208 26,070,613 193,698 (190,383) (136,632) (1,536)
Total stockholders' equity Commitments and contingent
liability (note 11) Y
24,496,325 26,621,481 197,711 36,751,165 37,816,574 .$296,620
</TABLE> See accompanying notes to consolidated financial statements.
< PAGE>
NSK-WARNER KABUSHIKI KAISHA AND A SUBSIDIARY
Consolidated Statements of Earnings
Years ended March 31, 2001, 2000 and 1999 <TABLE> <CAPTION>
Japanese yen(thousands) U.S. dollars(thousands)(note 2)
2001
2000
1999
2001
<S>
<C>
Sales (note 10)iYen 37,367,662
Cost of sales (note 10)28,704,155
<C>
<C>
<C>
34,597,079 30,028,699 $301,595
26,766,381 23,334,312 231,672
Gross profit
8, 663,507
7,830,698 6,694,387
Selling, general and administrative
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expenses (note 10 )3,193,397
2,953,437 2,861,270 25,774
Operating profit
5,470,110
4,887,261 3,833,117 44,149
Other income: Interest income Exchange gains, net Equity in income of
company Other
50,508 29,378 an affiliated 238,348 210,508
57,272 4,077
97,210 193,195
82,924 25,765
18,814 87,510
408 237
1, 924 1, 699
528,742
351,754 214,383 4,268
Other deductions:
Interest expenses
Losses on retirement of property,
plant and equip
ment, net
128,946
Other
128,946
37
14,210
191,150 1,041
14,210
191, 150 1,041
Earnings before income taxes
5,869,906
5,214,805 3,856,313 47,376
Current Deferred
2,600,000 (158,689)
2,250,000 1,994,700 20,984 (183,644) (287,287) (1,280)
-
2,441, 311
2 ,066,356 1,707,413 19,704
Net earnings Yen
3,428,595
3,148,449 2,148,900 $27,672
YEN
Net income per share (note 1 (m) )Y62,338
U.S. dollars (note 2)
57,245
39,071
$503
Dividends per share Y60,000
60,000
20,000
$484
</TABLE> See accompanying notes to consolidated financial statements.
NSK-WARNER KABUSHIKI KAISHA AND A SUBSIDIARY
Consolidated Statements of Stockholders' Equity
Years ended March 31, 2001, 2000 and 1999
Japanese yen (thousands) <TABLE> <CAPTION>
<s> <c> <c> <c> <c>
Common stock: Balance at beginning of year Yen
U.S. 2001
dollars(thousands)(note 2)
2000
1999
2001
550,000 550,000 550,000
$4,439
Balance at end of year 550,000 550,000 550,000 4,439
Legal reserve: Balance at beginning of year
137,500 137,500 137,500
Balance at end of year 137,500 137,500 137,500 1,110
1,110
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Retained earnings: Balance at beginn ing of year Net earnings Cash dividends
26,070,163 24,022,164 22,973,264 210,417 3,428,595 3,148,449 2,148,900 27,672 (5,500,000) (1,100,000) (1,100,000) (44,391)
Balance at end of year 23,999,208 26,070,613 24,022,164 193,698
Accumulated other comprehensive income
(loss) (notes 6 and 9):
Balance at beginning
of year
(136,632)
Adjustments for the year (53,751) (3,559)
(133,073) (110,172)
(22,901)
(434)
(1,102)
Balance at end of year
(190,383) (136,632) (133,073)
(1,536)
Total stockholders' equity Yen 24,496,325 26,621,481 24,576,591 $197,711
Disclosure of comprehensive income:
Net earnings Yen
3,428,595
Other comprehensive income (loss),
net of tax (note 9)
(53,751)
3,148,449 (3,559)
2,148,900 (22,901)
$27,672 (434)
Comprehensive income Yen 3,374,844 3,144,890 2,125,999 $27,238
</TABLE>
_
See accompanying notes to consolidated financial statements.
<PAGE>
NSK-WARNER KABUSHIKI KAISHA AND A SUBSIDIARY
Consolidated Statements of Cash Flows Years ended March 31, 2001, 2000 and 1999 <TABLE> <CAPTION>
Japanese yen (thousands)
2001
2000
1999
<s>
<C> <C>
<c>
Cash flows from
operating activities:
Net earnings Yen
3,428,595 3,148,449 2,148,900
Adjustments to reconcile
net earnings to net cash
provided by operating activities:
Depreciation
and amortization
2,422,927 2,373,900 2,340,937
Accrual for pension
and severance costs,
less payments
(135,692) 142,968 71,436
U.S. dollars(thousands)(note 2001 <C>
$27,672
19,556
(1,095)
Losses on retirement of property, plant and equipment, net
Equity in income of an affiliated company
Dividend received Deferred income
taxes Increase
136,842 69,010
47,605
1,104
(238,348) (97,210) (18,184)
238,348 28,729
-
(1,924) 1,924
(158,689) (183,644) (287,287) (1,280)
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in receivables Increase in
inventories Decrease (increase)
in prepaid expenses and other current assets Increase (decrease) in trade payables Increase (decrease) in other payables Increase in accrued expenses Increase (decrease) in income taxes payable Increase in other current liabilities
Other, net
(1, 493,860) (1,821,253) (147,581) (12, 057) (295,671) (143,450) (199,404) (2,386)
(347,597) (8,595)
35,415
(2,805)
1,084,848 1,185,340 (181,063) 8,465
(113,786) 577,371
(221,485) (918)
105,795
6, 289
162,383 854
221,437
113,456
(82,301) 1,787
7,219 (29,337)
12,598 0
4,245 (10,446)
58 (238)
Total adjustments
1,368,436 2,255,509 1,514,270 11,045
Net cash provided by operating activities
4,797,031 5,403,958 3,663,170 38,717
Cash flows from investing activities:
Decrease (increase)
in short-term
investments
6,199,061 (1,594,431) 965,296 50,033
Proceeds from sale
of property, plant
and equipment Dividend received
10,064 67,253
1, 962
--
43,745
81 543
Payments for pur-
chase of property.
plant and equipment(4, 313,555) (2,474, 451) (2, 923, 493) (34,815)
Payment for purchase of
investment in an
affiliated company
--
(463,899) _
Increase in all
other assets
(142,896) (191,745) (126,308) (1,153)
Other, net
(22,496)
2,302
(20,872) (182)
Net cash used in investing activities
1,797,431(4,256,3631(2,525,531) 14,507
Cash flows from financing activities:
Dividends paid
(5,500,000) (1,100,000) (1,100, 000) (44,391)
Net cash used in financing activities(5,500,000) (1,100,000) (1,010, 000) (44,391)
Effect of exchange rate changes on cash and cash equivalents
14,790
(15,962) (4,415)
119
Net change in cash and cash equivalents
i,109,252
31,633
33,224
8, 952
Cash and cash equi-
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valents at beginning of year
308,964
277,331 244,107 2,494
Cash and cash equivalents at end of year Yen
1,418,216
308,964 277,331 $11,446
Supplemental information of cash flows:
Cash paid during the year for:
Interest Yen
-
Income taxes 2,378,591
2,136,543 2,077,001
19,198
37
</TABLE> See accompanying notes to consolidated financial statements. (1) Summary of Significant Accounting Policies
(a) Description of Business NSK-Warner Kabushiki Kaisha (the "Company") operates a plant in
Fukuroi City in Shizuoka Prefecture in Japan engaged in the production of one-way clutches and related parts, and friction plates and related parts. These products mainly relate to the automatic mission system of passenger cars.
The Company sells most of its products to NSK Ltd., a 50% stockholder of the Company. The products are eventually sold to the automotive industry.
The -Companys sales for the year ended March 31, 2001 were distributed as follows: one-way clutches and related parts - 56%, friction plates and related parts - 44%.
(b) Principles of Consolidation NSK-Warner USA Inc., a wholly-owned subsidiary of the Company, was
established in the United Stated of America in January 1997.
The consolidated financial statements include financial statements of the Company and the subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
with
(c) Basis of Presentation of Financial Statements The Company maintains its books of account in conformity with
financial accounting standards of Japan. However, the accompanying consolidated financial statements have been prepared in a manner and reflect the' adjustments which management believes are necessary to conform auditing standards generally accepted in the United States of America.
Such adjustments are summarized in note 13 of the notes to consolidated financial statements.
(d) Cash Equivalents For purposes of the consolidated statements of cash flows, the Company
considers all deposits with an original maturity of three months or less to be cash equivalents.
(e) Inventories Inventories are stated at the lower of cost or
determined using the first-in, first-out method for average method for work in process and supplies.
market. Cost raw materials
is and
the
< PAGE> 2
NSK-WARNER KABUSHIKI KAISHA AND A SUBSIDIARY
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Notes to Consolidated Financial Statements
(f) Marketable Investment Securities Marketable investment securities at March 31, 2001 and 2000 consist of
debt and equity securities that have readily determinable fair values and are classified as "available-for-sale".
The Company's available-for-sale securities are reported at fair value with unrealized gains or losses net of deferred income taxes, and are reported as a separate component of accumulated other comprehensive income (loss) included in stockholders' equity.
A decline in the market value of any available-for-sale securities below cost that is deemed other than temporary results is charged to earnings resulting in the establishment of a new cost basis for the security.
Realized gains and losses for securities classified as available-for-sale securities are included in earnings and are derived using the average
method for determining the cost of securities sold.
(g) Investment in an Affiliated Company Investment in the common stock of an affiliated company is accounted
for by the equity method.
(h) Depreciation Depreciation of property, plant and equipment is computed principally
by the declining-balance method over the estimated useful lives of assets.
(i) Research and Development Research and development costs are expensed as incurred. Research and
development costs charged to earnings for the years ended March 31, 2001, 2000 and 1999 amounted to Yl,150,866 thousand ($9,289 thousand), Yl,094,118 thousand and Yl,218,158 thousand, respectively.
(j) Income Taxes The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes". Under the asset and liability method of SFAS No. 109, deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective 'tax bases and operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS No. 109, the effect on deferred income tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date.
< PAGE> 3
NSK-WARNER KABUSHIKI KAISHA AND A SUBSIDIARY
Notes to Consolidated Financial Statements
(k) Retirement and Severance Benefits The Company accounts for its defined benefit pension plans and
retirement plans in accordance with Statement of Financial Accounting Standards No. 87, "Employers' Accounting for Pensions".
(l) Net Earnings per Share
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Net earnings per share has been computed by dividing net earnings available to common stockholders by the weighted-average number of common shares outstanding during each year.
(m) Use of Estimates Management of the Company has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with accounting standards generally accepted in the United States of America. Actual results could differ from those estimates.
(n) Long-Lived Assets and Long-Lived Assets to Be Disposed Of The Company's long-lived assets and certain identifiable intangibles
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
(o) Revenue Recognition The Company recognizes revenue when persuasive evidence of an
arrangement including, delivery has occurred, the sales price is fixed or determinable, and collectibility is probable. These criteria are met due to the mass-merchandising products in nature at the time when the product is received by the customer. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements". SAB 101, as amended, summarizes certain of the SEC's views in applying generally accepted accounting principles to revenue recognition in financial statements and provides guidance on revenue recognition issues in the absence of authoritative literature addressing a specific arrangement or a specific industry. The Company adopted SAB 101 in the year ended March 31, 2001. Adoption of this guidance did not have a material effect on the Company's consolidated financial position or results of operations.
(p) Reclassifications Certain reclassifications of previously reported amounts have been
made to coriform with current classifications.
< PAGE> 4
NSK-WARNER KABUSHIKI KAISHA AND A SUBSIDIARY
Notes to Consolidated Financial Statements
(2) Financial Statement Translation The accompanying consolidated financial statements are expressed in Japanese yen as of and for the year ended March 31, 2001, the currency of the country in which the Company operates. The translation of Japanese yen amounts into United States dollar amounts is included solely for the convenience of the reader and has been made at the rate of Y123.9 to US $1, the approximate rate of exchange reported by the Tokyo Foreign Exchange Market on March 31, 2001. Such translation should not be construed as a representation that the amounts shown could be converted into United States dollars at the above rate.
(3) Short-term Investments
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Short-term investments, at cost, which approximate market, at March 31, 2001 and 2000 consisted of the following:
Japanese yen (thousands)
Time deposits with a maturity of more than three months
Certificates of deposit purchased under resale agreements 2,649,957
U.S. dollars (thousands)
2001
2000
Y255,429
8,997,680
21,388
106,768
2001 $2,061
Y2,905,386 9,104,448
$23,449
(4) Inventories Inventories at March 31, 2001 and 2000 are summarized as follows:
Japanese yen(thousands)
U.S. dollars(thousands)
2001
2000
2001
Work in process Raw materials Supplies Goods in transit
Y 1,490,212 1,296,839 $ 12,028
378,203
270,914
262,120
237,387
67,376
96,777
3,052 2, 116 544
Y2,197,911
1,901,917
$17,740
<PAGE> 5
NSK-WARNER KABUSHIKI KAISHA AND A SUBSIDIARY
Notes to Consolidated Financial Statements
(5) Marketable Investment Securities
The cost, gross unrealized holding gains, gross unrealized holding losses and
fair value for available-for-sale securities by major security type at March 31,
672 :
2001 and 2000 were as follows:
Japanese yen (thousands)
Gross
Gross
unrealized unrealized
holding
holding
Cost
gams
losses
Fair
value
At March 31, 2001: Available-for-sale: Debt security Equity securities
Y 100,000 544,325 11,535
69,990
485,870
100,000
Y 644,325 11,535 69,990 585,870
At March 31, 2000:
Available-for-sale:
Debt security
Y
100,000
100,000
Equity securities
521,352
96,832
43,235
574,949
Y
621,352
96,832
43,235
674,949
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value Fair value At March 31, 2001: Available-for-sale Debt security Equity securities
Cost
U.S. dollars Gross unrealized holding gains
(thousands) Gross
unrealized holding losses
Fair
$ 807 4,393
93 $5,200
564 93
3,922
807
564 4,729
The debt security at March 31, 2001 is due in 2001.
Net realized gains or losses during the years ended March 31, 2001, 2000 and 1999 were nil or insignificant.
<PAGE> 6
NSK-WARNER KABUSHIKI KAISHA AND A SUBSIDIARY
Notes to Consolidated Financial Statements
(6) Income Taxes The Company is subject to a number of taxes based on income, which in the
aggregate result in a normal income tax rate of approximately 41%, 41% and 47% for the years ended March 31, 2001, 2000 and 1999. The Company's subsidiary in the United States of America was not liable to pay income taxes in the years ended December 31, 2000, 1999 and 1998.
Amendments to Japanese tax regulations were enacted into law on March 24, 1999. As a result of these amendments, the normal income tax rate was reduced from approximately 47% to 41% effective from April 1, 1999. Current income taxes were calculated at the tax rate of 47% in effect for the year ended March 31, 1999. Deferred income taxes at March 31, 1999 were measured at the rate of 4 1%. The effect' of the income tax rate reduction on deferred income tax balances at March 31, 1999 were insignificant.
The effective income tax rates of the Company for the years ended March 31, 2001, 2000 and 1999 differ from the normal income tax rate for the following reasons:
2001 2000 1999
Computed normal income tax rate
Other
41.0%41.0%47.0% 0.6 (1.4) (2.7)
effective income tax rate41.6% 39.6% 44.3%
Net deferred income tax assets and liabilities are reflected on the accompanying consolidated balance sheets under the following captions:
Japanese yen(thousands)
Prepaid expenses and other current assets
U.S. dollars (thousands)
2001 2000
2001
Y 499,689 394,688 $4,033
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Noncurrent liabilities
(186, 252) (281,174) (1,503)
Y 313,437 113,514 $2,530
< PAGE> 7
NSK-WARNER KABUSHIKI KAISHA AND A SUBSIDIARY
Notes to Consolidated Financial Statements
Change in net deferred income tax assets and liabilities is allocated as follows:
Japanese yen(thousands) U.S. dollars (thousands)
2001 2000 1999
2001
Earnings Stockholders' equity -
accumulated other comprehensive loss: Foreign currency translation ad justments Net unrealized gains (losses)
marketable investment securities
(158,689) (183, 644) (287,287) $(1,280)
4,707 on
3,293
56,596
(45,941) 45,177 11,968 (371)
37
Y(199,92 3) (135,174) (218,723)$(1,614)
The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities at March 31, 2001 and 2000 are presented below:
Japanese yen(thousands)
Deferred income tax assets:
Business tax Y
138,986
Employee bonus
117,933
Accrued expenses
203,773
Accrued pension
and severance cost
124,978
Marketable invest-
raent securities
Other
75,761
32,337
U.S. dollars(thousands) 2001 2000 2001
116,670 76,661 203,781
$
1, 121 952 1, 645
142,285
1,009
14,546
-
612
117
675, 977 571,734 5,456
Deferred income tax liabilities:
Allowance for doubtful
receivables
-
Capital gain deferred in connection with the
acauisition of new property (see note 10)
289, 168
Special depreciation
15,390
19,709
124
Losses for investment
41,827
57,458
338
Investment in an
affiliated company
16,155
23,699
130
Marketable investment
securities
-
28,113
307,266
2,334 *
21,975
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Total deferred income tax liabilities
362,540
458,220 2,926
Net deferred income tax assets
Y313,437
113,514 $
2,530
< PAGE> 8
NSK-WARNER KABUSHIKI KAISHA AND A SUBSIDIARY
Notes to Consolidated Financial Statements
There was no valuation allowance on deferred income tax assets at March 31, 2001 and 2000. In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities and projected future taxable income in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods which the deferred income tax assets are deductible, management believes it is more likely than not the Company will realize the benefits of these deductible differences at March 31, 2001.
The Company's income tax returns through March 31, 1999 have been examined by the Japanese tax authorities.
(7) Retirement and Severance Benefits Employees of the Company are covered by the following defined pension and
severance benefit plans.
The Company has an unfunded lump-sum payment retirement plan covering substantially all employees. Under the plan, employees are entitled to lump-sum payments based on current rate of pay, length of service and certain other factors upon retirement or termination of employment for reasons other than dismissal for cause. The Company also has a funded pension plan covering substantially all employees who meet age and service plan requirements. Net periodic benefit costs of the plans were calculated using the unit credit actuarial cost method.
Directors and statutory auditors are covered by a separate plan. It was not the policy of the Company to fund the retirement and severance benefits described above.
Net periodic benefit costs for the Company's retirement and severance defined benefits plans for the years ended March 31, 2001, 2000 and 1999 consisted of the following components:
Japanese yen (thousands) U.S. dollars(thousands)
2001 2000 1999
2001
Service cost benefits
earned during the yearY197,864
151,032 125,878 $1,597
Interest cost on
projected benefit
obligation
89,515 74,617 65,874
Expected return on plan
assets
(37,206) (32,988) (32,104)
Net amortization
45,384
27,607
17,579
722
(300) 366
Y295,557 220,268
177,227 $
2,385
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<PAGE> 9
NSK-WARNER KABUSHIKI KAISHA AND A SUBSIDIARY
Notes to Consolidated Financial Statements
Benefit obligations, fair value of plan assets, funded status of the plans as of March 31, 2001 and 2000 and related information are as follows:
Japanese yen (thousands) U.S. dollars(thousands) 2001 2000 2001
Change in benefit obligations:
Benefit obligations
at beginning of year Y 2,584,659 1,893,040 $20,861
Service cost
197,864 151,032
1,597
Interest cost
89,515
74,617
722
Actuarial loss (gain)
(459,662)
509,403(3,710)
Benefits paid
(51,714)
(43,433)
(417)
Benefit obligations
at end of year
2,360,662
2,584,659 19,053
Change in plan_assets:
Fair value of plan
assets at beginning of year 904,555 758,224 7,301
Actual return on plan assets (76,550) 56,439
(618)
Employer contribution
325,013 116,684 2,623
Benefits paid
(33,403)
(26,792)
(270)
Fair value of plan assets at end of year
1,119,615 904,555 9,036
Funded status Unrecognized actuarial
loss Unrecognized prior
service cost Unrecognized net
transition obligation
1,241,047 1,680,104 10,017
(634,112) (1,012,900)
(5,118)
(109,070)
(120,298)
(881)
(5,094)
(6,368)
(41)
Net amount recognized
492,771 540,538 3,977
Adjustments to recognize minimum liability:
Intangible assets
-
87,865
Accrued pension and severance cost recognized
in the consolidated
balance sheets
Y4 92,7 71
628,403
$3,977
Actuarial present value of accumulated benefit obligations at end of yearYl,612,386 1,532,958 $13,013
Actuarial assumptions: Discount rate Assumed rate of salary increase Expected long-term rate of return
on plan assets < PAGE>
3.00% 4.69%
3.50%
3.50% 4.69%
4.00%
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10
NSK-WARNER KABUSHIKI KAISHA AND A SUBSIDIARY
Notes to Consolidated Financial Statements
(8) Legal Reserve and Cash Dividends
The Japanese Commercial Code provides that at least 10% of any cash payments out of retained earnings be appropriated as a legal reserve until such reserve equals 25% of stated capital. This reserve is not available for dividends, but may be used to reduce a deficit or be transferred to stated capital. Presently, the legal reserve is equal to the maximum requirement of 25% of stated capital.
Cash dividends charged to retained earnings during the three years ended March 31, 2001, 2000 and 1999 represent dividends paid out during those years. The accompanying consolidated financial statements do not include any provision for a dividend to be proposed by the Board of Directors of Y20,000 ($161) per share aggregating Yl,100,000 thousand ($8,878 thousand) in respect of the year ended March 31, 2001.
(9) Other Comprehensive Loss Change in accumulated other comprehensive loss is as follows:
_
Japanese yen
U.S. dollars
(thousands)
(thousands)
2001 2000
2001
Foreign currency translation adjustments:
Balance at beginning of yearY (168,255) (99,823)$(1,358)
Adjustments for the year
12,360
(68,432) 100
Balance at end of year
(155,895) (168,255) (1,258)
Net unrealized gains (losses) on marketable
investment securities:
Balance at beginning of year 31,623
(33,250)
Net change during the year
(66,111)
64,873
255 (533)
Balance at end of year
(34,488) 31,623 (278)
Total accumulated other comprehensive loss:
Balance at beginning of year Other comprehensive loss for
net of tax
(136,632) (133,073) (1, 103) the year,
(53,751)
(3,559)
(433)
Balance at end of year Y
(190,383)(136,632)$(1,536)
< PAGE> 11
NSK-WARNER KABUSHIKI KAISHA AND A SUBSIDIARY
Notes to Consolidated Financial Statements
Tax effects allocated to each component of other comprehensive income (loss) are as follows:
Japanese yen (thousands)
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Before-tax amount
Tax (expense) or benefit
Net-of-tax amount
2001: Foreign currency translation
adj ustments Net unrealized gains (losses) on marketable
investment securities
Y17,067
(4,707)
(112,052) 45,941
12,360 (66,111)
Other comprehensive income (loss) Y
(94,985) 41,234
(53,751)
2000: Foreign currency
translation adjustment sY(65,139) Net unrealized gains
(losses) on marketable investment securities 110,050
(3,293) (45,177)
(68,432) 64,873
Other comprehensive income (loss)
Y44,911
(48,470) (3,559)
1999: Foreign currency
translation adjustments Net unrealized gains
(losses) on marketable investment securities
Y 26,642
(56,596) (29,954)
19,021
(11,968) 7,053
Other comprehensive income (loss)
Y45,663 (68,564) (22, 901)
U.S. dollars (thousands) Before-tax amount
Tax
Net-of-tax
(expense) amount
or benefit
2001: Foreign currency
translation adjustments Net unrealized gains (losses) on marketable
investment securities
$
137 ( 37) 100 (904) 371 (533)
Other comprehensive income (loss)
$ (767)
334 (433)
< PAGE> 12
NSK-WARNER KABUSHIKI KAISHA AND A SUBSIDIARY
Notes to Consolidated Financial Statements
(10) Balances and Transactions with Affiliated Companies
The Company is a joint-venture corporation and its capital stock is held in equal amounts by NSK Ltd. and BorgWarner NW Inc., a wholly-owned subsidiary of BorgWarner Inc.
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Balances with the affiliated companies at March 31, 2001 and 2000 were as follows:
Japanese yen (thousands) U.S. dollars (thousands)
NSK Ltd. BorgWarner Inc. NSK Ltd. BorgWarner Inc.
At March 31, 2001:
Trade accounts receivableY
Other receivable
9,471,089 289,528 $76,441 2,337
2,116
220,088
17
1,776
Trade accounts payable Other accounts payable
1,068,205
-
222,285
-
8,621 1,794
Net receivable
Y8,182,715 509,616 $66,043 4,113
At March 31, 2000: Trade accounts receivableY
Other receivable
7,813,337 181,752
470,068
Trade accounts payable Other accounts payable
986.112 359.112
Net receivable
Y6,468,113 651,820
< PAGE> 13
NSK-WARNER KABUSHIKI KAISHA AND A SUBSIDIARY
Notes to Consolidated Financial Statements
During the years ended March 31, 2001, 2000 and 1999, significant transactions with the affiliated companies were as follows: Japanese yen (thousands) U.S. dollars (thousands)
2001
NSK Ltd. BorgWarner Inc. NSK Ltd. BorgWarner Inc.
Sales
' Y 35,027,976 506,056 $ 282,712 4,084
Cost of sales:
Purchase
6,940,665 4,581
56,018
37
Pension cost
3,130
25
Selling, general and
administrative expenses:
Rent
2,387
19
Pension cost
4,461
-
36
Purchase of property,
plant and equipment 235,640
1,902
Commission
- 62,347
503
2000:
Sales
Y32,565,998
366,161
Cost of sales:
Purchase
6,720,886
2,448
Pension cost 4,141
Selling, general and
administrative expenses:
Rent
2,573
Pension cost 1,395
Purchase of property,
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plant and
equipment 83,668
1999:
Sales
Y29,299,019 76,778
Cost of sales:
Purchase
5,522,641 119,207
Pension cost 4,060
Selling, general and
administrative expenses:
Rent
1,612
Pension cost 1,375
Purchase of property,
plant and
equipment
44,778 113,584
Sale of property, plant
and equipment 7,714
<PAGE>
14
NSK-WARNER KABUSHIKI KAISHA AND A SUBSIDIARY
Notes to Consolidated Financial Statements
On June 30, 1988, the Company sold land and a part of factory buildings of the Fujisawa plant to NSK Ltd. in connection with the relocation of its manufacturing.facilities to the new factory in Shizuoka Prefecture. The capital gain resulting therefrom was recognized as income for the year ended March 31, 1989. However, as permitted under the Special Taxation Measures Law, capital gain has been deferred for tax purposes as reserve for replacement of property as an appropriation of retained earnings. The related deferred income tax liability at March 31, 2001 and 2000 in the amount of Y289,168 thousand ($2,334 thousand) and Y307,266 thousand, respectively, has been provided in the accompanying consolidated balance sheets (see note 6).
(11)Commitments and Contingent Liabilities At March 31, 2001, the Company had commitments for the purchase of property,
plant and equipment of approximately Y280,789 thousand ($2,266 thousand).
The Company utilizes certain facilities, including warehouses and employee dormitories, under cancellable lease agreements with third parties. Rent expenses for the years ended March 31, 2001, 2000 and 1999 under the foregoing lease agreements amounted to Y319,041 thousand ($2,575 thousand), Y301,324 thousand and Y281,764 thousand, respectively.
The Company had no noncancellable lease commitments at March 31, 2001.
In April 20C1, the Company has recognized existence of inferior one-way clutches which had been manufactured in the Company's factory. Since the Company had sold approximately 300 sets of the subject product, the Company decided to voluntarily collect the one-way clutches from April 18, 2001. As the situation will not be resolved for some time under uncertainties status, it is not feasible for the Company to predict the final outcome with certainty. However, the Company is of the opinion that the issue will not have a significant adverse effect on the consolidated financial statements.
(12)Disclosure About the Fair Value of Financial Instruments
Cash and cash equivalents, Short-term investments. Receivables, Trade payables, Other payables and Accrued expenses:
The carrying amounts approximate fair values because of the short maturity of these instruments.
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Marketable investment securities: The fair values of the Company's investments in securities are based on market related prices (see note 5) .
< PAGE> 15
NSK-WARNER KABUSHIKI KAISHA AND A SUBSIDIARY
Notes to Consolidates Financial Statements
(13)Adjustments to Conform with United States Generally Accepted Accounting Principles
Japanese yen (thousands) 2001 2000 1999
Japanese yen (thousands)
2001
2000
1999
Net
Retained
Net
Retained
Net
Retained
earnings earnings at earnings
earnings at earnings earnings at
for year end of year for year end of year for year end of year
<TABLE>
<CAPTION>
<s>
<c> <c>
<c>
<c>
<c> <c>
Per legal books Y3,280,913 23,399,520 3,095,898 25,637,552 2,046,306 23,101,202
Adjustments:
Bonus to
officers
(19,640) (19,640) (18, 944) (18,944) (18,008) (18,008)
Allowance for
doubtful recei
vables
(69,000) -
5,000
69,000(44,000)64,000
Special depre
ciation
(10,535)37,536 (9,985) 48,071(15,402)58,056
Accrued pension
and severance
cost
354,592 400,422(90,429) 45,829(72,703)136,258
Deferred income
taxes
(115,331)(147,033)165,320(31,702)222,587 361,438
Losses for
investment
'
- 102,018 28 102,018
269
Investment in an
affiliated company(66,648)447, 146 44, 994 513,794 18,184 468,800
Marketable invest-
ment securities 22,975 22,975
-
-
Accrued expenses 51,269 (243,736) (43, 433) (295, 005)11,667(251,572)
147,683 599,688 52,551 433,061 102,594 920,96
Per accompanying consolidated financial statements Y3,428,595 23,999,208 3, 148, 449 26,070,613 2, 148,900
24,022, 164
U.S. dollars 2001
(thousands)
Net earnings for year
Retained earnings at end of year
Per legal books$26,480
Adj ustments:
Bonus to officers
(159)
Allowance for
188,858 (159)
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doubtful receivables (557)
Special depreciation (85)
Accrued pension and
severance cost
2,862
Deferred income taxes(931)
Losses for investment -
Investment in an
affiliated company (538)
Marketable investment
securities
Accrued expenses
414
303
3,232 (1,187)
823
3,609
186 (1,967)
1,192
Per accompanying consolidated financial statements
$ 27,672
193,698
186
4,840
< PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1.
The following consolidated financial statements of the Company on
pages 29 through 47 of the Company's Annual Report are incorporated herein by
reference:
_
Independent Auditors' Report
Consolidated Statements of Operations - three years ended December 31, 2000, 1999 and 1998
Consolidated Balance Sheets - December 31, 2000 and 1999
Consolidated Statements of Cash Flows - years ended December 31, 2000, 1999 and 1998
Consolidated Statements of Stockholders' Equity - years ended December 31, 2000, 1999 and 1998
Notes to Consolidated Financial Statements
Financial Statements of NSK-Warner Kabushiki Kaisha (including the notes thereto)
2. Certain schedules for which provisions are made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
3. The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index on page A-l.
(b) Reports on Form 8-K.
(1) None.
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
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Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BORGWARNER INC.
By: Is/ William C. Cline William C. Cline Vice President and Controller (Principal Accounting Officer)
Date: June 27, 2001
EXHIBIT INDEX
Exhibit Number Document Description
*3.1
Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit No. 3.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993) .
*3.2 *3.3
By-laws of the Company (incorporated by reference to Exhibit No. 3.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993) .
Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock.
*3.4
Certificate of Ownership and Merger Merging BorgWarner Inc. into Borg- War
Automotive, Inc. (incorporated by reference to Exhibit 99.1 of the Company's Quart
Form 10-Q for the ended March 31, 2000.)
*4.1
Indenture, dated as of November 1, 1996, between Borg-Warner Automotive, Inc. and The First National Bank of Chicago (incorporated by reference to Exhibit No. 4.1 to Registration Statement No. 333-14717).
*4.2
Indenture, dated as of February 15, 1999, between Borg-Warner Automotive, Inc. and The First National Bank of Chicago (incorporated by reference to Exhibit No. 4.1 to Amendment No. 1 to Registration Statement No. 333-66879) .
*4.3
Rights Agreement, dated as of July 22, 1998, between Borg-Warner Automotive, Inc. and ChaseMellon Shareholder Services, L.L.C. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A filed on July 24, 1998).
*10.1
Credit Agreement dated as of July 21, 2000 among BorgWarner Inc., as Borrower, the Lenders Party Hereto, The Chase Manhattan Bank, as Administrative Agent, Bank America, N.A., as Syndication Agent and Bank One, N.A. as Documentation Agent (incorporated by reference to Exhibit No. 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001).*
*10.2
First Amendment, dated as of August 3, 2000 to the Credit Agreement, dated as of July 21, 2000 among BorgWarner Inc., as Borrower, the Several Lenders From Time to Time Party Thereto, The Chase Manhattan Bank, as Administrative Agent for the Lenders, Chase Securities Inc. and Bank of America Securities LLC, as Co-Arranger, Bank of America, N.A., as Syndication Agent and Bank One, N.A. as Documentation Agent
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*10.3 *10.4 +*10.5
(incorporated by reference to Exhibit 10.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2000) .
Distribution and Indemnity Agreement dated January 27, 1993 between Borg-Warner Automotive, Inc. and Borg-Warner Security Corporation (incorporated by reference to Exhibit No. 10.2 to Registration Statement No. 33-64934).
Tax Sharing Agreement dated January 27, 1993 between Borg-Warner Automotive, Inc. and Borg-Warner Security Corporation (incorporated by reference to Exhibit No. 10.3 to Registration Statement No. 33-64934).
Borg-Warner Automotive, Inc. Management Stock Option Plan, as amended (incorporated by reference to Exhibit No. 10.6 to Registration Statement No. 33-64934).
Exhibit Number Document Description
+*10.6
Borg-Warner Automotive, Inc. 1993 Stock Incentive Plan as amended effective November 8, 1995 (incorporated by reference to Appendix A of the Company's Proxy Statement dated March 21, 1997).
*10.7
Receivables Transfer Agreement dated as of January 28, 1994 among BWA
Receivables Corporation, ABN AMRO Bank N.V. as Agent and the Program LOC
Provider and Windmill Funding Corporation (incorporated by reference to
Exhibit No. 10.12 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993).
*10.8
Amended and Restated Receivables Loan Agreement dated as of December 23, 1998 among BWA Receivables Corporation, as Borrower, Borg-Warner Automotive, Inc., as Collection Agent, ABN AMRO Bank N.V., as Agent, the Banks from time to time party hereto, ABN AMRO Bank N.V., as the Program LOC Provider and the Program LOC Provider and Windmill Funding Corporation.
10.9
First Amendment dated as of March 25, 1999 to Amended and Restated Receivables Loan Agreement dated as of December 23, 1998 (incorporate by reference to Exhibit No. 10.1 to the Company's Quarterly Report or Fdrm 10-Q for the quarter ended September 30, 1999).
10.10 Second Amendment dated as of December 22, 1999 to Amended and Restated Receivables Loan Agreement dated as of December 23, 1998 (incorporated by reference to Exhibit No. 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999).
10.11
Third Amendment dated as of December 20, 2000 to Amended and Restated Receivables Loan Agreement dated as of December 23, 1998 (incorporated by reference to Exhibit No. 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000).
+*10.12
Borg-Warner Automotive, Inc. Transitional Income Guidelines for Executive Officers amended as of May 1, 1989 (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form for the year ended December 31, 1993).
10-K
+*10.13
Borg-Warner Automotive, Inc. Management Incentive Bonus Plan dated January 1, 1994 (incorporated by reference to Exhibit No. 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993).
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+*10.14
Borg-Warner Automotive, Inc. Retirement Savings Excess Benefit Plan dated January 27, 1993 (incorporated by reference to Exhibit No. 10.20 of the Company's Annual Report on Form 10-K for the year ended December 31, 1993).
+*10.15
Borg-Warner Automotive, Inc. Retirement Savings Plan dated January 27, 1993 as further amended and restated effective as of April 1, 1994 (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995) .
+*10.16
Borg-Warner Automotive, Inc. Deferred Compensation Plan dated January 1, 1994 (incorporated by reference to Exhibit No. 10.24 of the Company's Annual Report on Form 10-K for the year ended December 31, 1993).
+*10.17
Form of Employment Agreement for John F. Fiedler (incorporated by reference to Exhibit No. 10.0 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994).
Exhibit Number Document Description
+*10.18
Amended Form of Employment Agreement for John F. Fiedler dated Januajry 27, 1998 (incorporated by reference to Exhibit 10.21 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997).
+*10.19
Addendum to Employment Agreement between BorgWarner Inc. and John F. Fiedler dated November 8, 2000 (incorporated by reference to Exhibit 10.19 of the Company's Annual Report on Form 10-K for the year ended December 31, 2000).
+*10.20
Form of Change of Control Employment Agreement for Executive Officers (incorporated by reference to Exhibit No. 10.1 to the Company's Quarterly Report on Form 10-Q for the Quarter ended September 30, 1997).
+*10.21
Amendment to the Change of Control Employment Agreement between the Company and John F. Fiedler dated effective January 30, 1998 (incorporated by reference to Exhibit 10.23 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997).
*10.22
Assignment of Trademarks and License Agreement (incorporated by reference to Exhibit No. 10.0 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994)
*10.23
Amendment to Assignment of Trademarks and License Agreement (incorporated by reference to Exhibit No. 10.23 of the Company's Form 10-K for the year ended December 31, 1998).
+*10.24
Borg-Warner Automotive, Inc. Executive Stock Performance Plan (incorporated by reference to Exhibit No. 10.23 of the Company's Annual Report on Form 10-K for the year ended December 31, 1995).
*10.25 Agreement of Purchase and Sale dated as of May 31, 1996 by and among Coltec Industries Inc., Holley Automotive Group, Ltd., Holley Automotive Inc., Coltec Automotive Inc., and Holley Automotive Systems GmbH and Borg-Warner Automotive, Inc., Borg-Warner Automotive Air/Fluid Systems Corporation and Borg-Warner Automotive Air/Fluid Systems Corporation of Michigan (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated as of June 17,1996).
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*10.26
Agreement and Plan of Merger dated as of December 17, 1998 by and between Borg-Warner Automotive, Inc., BWA Merger Corp. and Kuhlman Corporation (incorporated by reference to Exhibit 2 of the Company's Current Report on Form 8-K dated as of December 21, 1998).
10.27
Asset Purchase Agreement dated as of August 2, 1999 among Eaton Corporation, the Seller Subsidiaries, Borg-Warner Automotive, Inc. and the Buyer Subsidiaries.
13.1
Annual Report to Stockholders for the year ended December 31, 1999 with manually signed Independent Auditors' Report. (The Annual Report, except for those portions which are expressly incorporated by reference in the Form 10-K, is furnished for the information of the Commission and is not deemed filed as part of the Form 10-K).
23.1
Independent Auditors' Consent.
23.2
Independent Auditors' Consent.
* Incorporated by reference.
+ Indicates a management contract or compensatory plan or arrangement required to be filed pursuant to Item 14 (c) .
</TABLE> </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-2 3 <SEQCJENCE>2 <FILENAME>dt.txt <TEXT>
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in Registration Statement Nos. 333-85299,
333-85297, 333-85295, 333-85293, 333-85291, 333-85289, 333-85301 and 333-85303 dated August 16, 1999; 333-67131, 333-67133 and 333-67135 dated November 12, 1998; 333-51647 dated May 1, 1998; 333-45491, 333-45493,
333-45495, 333-45507, and 333-45499, dated February 3, 1998; 333-45423 dated February 2, 1998; 33-75564, 33-75566, 33-75568, 33-75572, 33-75574, 33-67822, and 33-67824 dated February 1, 1995; 33-92430, 33-92428, 33-92432, and 33-92426 dated May 17, 1995; 33-92862 and 33-92860 dated May 30, 1995; 33-92858 dated June 1, 1995; 333-12941, 333-12875, and 333-12939 dated September 27, 1996; 333-17179 dated December 3, 1996; 333-95207 dated January 24, 2000; 333-35722, 333-35729,
333-35720, 333-35736, 333-35732, 333-35718 and 333-35716 dated April 27, 2000 of BorgWarner Inc. on Form S-8 of our report dated February 7, 2001,
incorporated by reference in the Annual Report on Form 10-K/A of BorgWarner Inc. for the year ended December 31, 2000.
DELOITTE & TOUCHE LLP
Chicago, Illinois June 27, 2001 </TEXT> </D0CUMENT> <DOCUMENT>
http://www.sec.gOv/Archives/edgar/data/908255/000090825501.../0000908255-01-500043.tx 2/12/2002
<TYPE>EX-23 <SEQUENCE>3 <FILENAME>kpmg.txt <TEXT> INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in Registration Statement Nos. 333-85299,
333-85297, 333-85295, 333-85293, 333-85291, 333-85289, 333-85301 and 333-85303 dated August 16, 1999; 333-67131, 333-67133 and 333-67135 dated November 12, 1998; 333-51647 dated May 1, 1998; 333-45491, 333-45493, 333-45495,
333-45507, and 333-45499, dated February 3, 1998; 333-45423 dated February 2, 1998; 33-75564, 33-75566, 33-75568, 33-75572, 33-75574, 33-67822, and 33-67824 dated February 1, 1995; 33-92430, 33-92428, 33-92432, and 33-92426 dated May 17, 1995; 33-92862 and 33-92860 dated May 30, 1995; 33-92858 dated June 1, 1995; 333-12941, 333-12875, and 333-12939 dated September 27, 1996; 333-17179 dated December 3, 1996; 333-95207 dated January 24, 2000; 333-35722, 333-35729, 333-35720, 333-35736, 333-35732, 333-35718 and 333-35716 dated April 27, 2000 of BorgWarner Inc. on Form S-8 of our report dated April 27, 2001 with respect to the consolidated balance sheets of NSK-Warner Kabushiki Kaisha as of March 31, 2001 and 2000, and the related consolidated statements of earnings, stockholders equity, and cash flows for each of the years in the three-year period ended March 31, 2001_which report appears in the Annual Report on Form 10-K/A of BorgWarner Inc. for the year ended December 31, 2000.
KPMG Tokyo, Japan June 27, 2001 </TEXT> </DOCUMENT> </SEC-DOCUMENT> ---------- END PRIVACY-ENHANCED MESSAGE
http://www.sec.gov/Archives/edgar/data/908255/000090825501.../0000908255-01-500043.tx 2/12/2002