SecProbe.io

November 17, 2005

Via US Mail and Facsimile

Robin J. Adams
Chief Financial Officer
BorgWarner, Inc.
3850 Hamlin Road
Auburn Hills, MI 48326

Re: BorgWarner, Inc.
 Form 10-K for the year ended December 31, 2004
 Form 10-Q for the quarterly period ended September 30, 2005
 Commission File Number:  001-12162

Dear Mr. Adams:

We have reviewed the above referenced filing and have the following comments.  We have
limited our review to the financial statements and related disclosures included within these
documents.  Understand that the purpose of our  review process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.

Where expanded or revised disclosure is reque sted, you may comply with these comments in
future filings.  If you disagree, we will consider your explanation as to why our comments are
inapplicable or a revision is unnecessary.  In so me of our comments, we may ask you to provide
us with supplemental information so we may be tter understand your disclosure.  Please be as
detailed as necessary in your explanation.

We look forward to working with you in thes e respects and welcome any questions you may
have about any aspects of our review.

* * * * * * * * * * * * * * * * * * * * * * *
Form 10-K for the year ended December 31, 2005

Management’s Discussion and Analysis

Results by Operating Segment

Earnings Before Interest and Taxes (EBIT), page 26

BorgW arner, Inc.
Nove mber 17, 2005
Page 2

1. We note that you have included EBIT as a perf ormance measure in your discussion of results
by segment. Please revise your disclosure to include a discussion of why the measure is
useful to investors, specifically including why investors would find it valuable in the context
in which it is presented, given the excluded items.  Include a dr aft of your intended disclosure
with your response.  See FR 65 for guidance
2. As a related matter, please reconc ile EBIT to net income as presented in your statement of
operations.  For guidance, see Qu estion 15 of the staff’s outline Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures , date June 13, 2003.

Consolidated Financial Statements

Note 11 – Contingencies

Environmental Liability, page 50
3. We note from your disclosure that you have accrued a total of $25.7 million for
environmental liabilities, and that such amount represents the lower end of the range of loss
for your clean-up responsibilities.  We also note that you discuss the environmental indemnification associated with th e sale of Kuhlman Electric as pa rt of this disclosure.  From
your current disclosures it is unclear whether the Kuhlman El ectric liability is the only
environmental liability of which you are aware, and whether the stated range is comprised only of this liability.  Please supplementally te ll us and expand your disclosure to include a
description of each and every material or pote ntially material environmental liability of
which you aware, including the amount related to each liability included in the $25.7 million
accrual.  This discussion should include situa tions in which you ar e aware of a potential
liability but cannot yet estimate the impact.  Y our expanded disclosure should adhere to the
requirements set forth in pa ragraphs 160-172 of SOP 96-1.

4. As a related matter, it appears from your disc losure that your range of loss includes an
estimate of insurance recoveries.  If so, suppl ementally explain to us why you believe these
insurance recoveries should be considered in your assessment of total liability.    If not,
please clarify your disclosure to indicate that potential in surance recoveries are not
considered in estimation of your total liabil ity.  Refer to paragraphs 140 and 141 of SOP 96-
1.

Product Liability, page 51
5. We note from your disclosure on page 31 and throughout your filing that , as of December 31,
2004, you have recorded liability of $40.8 million re lated to product liability suits, with a
corresponding receivable of $40.8 million representing the insu rance proceeds receivable
from your second tier insurers for estimated clai ms losses.  We also note that you paid $1
million in defense and settlement costs, and th at such amount plus an additional $3.4 million
had not been recovered as of September 30, 2005.  Supplementally explain to us your basis in
GAAP for recording a receivable for insurance proceeds not yet received.  Also, please
clarify whether the $1.0 million at Decem ber 31, 2004 and $4.4 million (aggregate) at

BorgW arner, Inc.
Nove mber 17, 2005
Page 3

September 30, 2005 are included in the insuranc e proceeds receivable figures at each date,
respectively.

Form 10-Q for the quarterly period ended September 30, 2005

Note 2 – Acquisition of Beru Akteingessellshaft, page 6
6. We note from your disclosure that you acquired 62.2% of the outstanding shares of Beru on January 4, 2005, and an additional 7.22% thr ough a tender offer terminating on January 24,
2005 for a total ownership of 69.42% at a cost of  EURO 420 million.    Please provide uswith
a complete summary of your preliminary asset al location as well as deta iled explanations of
the specific contingencies extending your allocation period and the specific line items
affected.  Your response should also include any adjustments th at have been made from the
initial asset allocation to the current date and the facts a nd circumstances surrounding such
adjustments.  Refer to the guidance in  paragraphs 51e and 51h of SFAS 141.

7. As a related matter, supplementally clarif y the facts and circumstances surrounding the
immediate write off of the purchase price a llocation associated with Beru’s in-process
research and development.  We may have further comment on your response.

* * * * * * * * * * * * * * * * * * * * * * *

We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure in the
filings reviewed by the staff to be certain that  they have provided a ll information investors
require.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.

In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filings;
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose th e Commission from taking any action with
respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advised th at the Division of Enforcement has access to all information you
provide to the staff of the Division of Corporat ion Finance in our review  of your filing or in
response to our comments on your filing.

Please file your response to our comments via EDGAR within ten business days from the date of this letter.  Please understand that we may have additional comments after reviewing your

BorgW arner, Inc.
Nove mber 17, 2005
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response.  You may contact Amy Geddes at  202-551-3304 or me at 202-551-3211 with any
concerns as I supervised the review of your filing.

        S i n c e r e l y ,

        David R. Humphrey
        B r a n c h   C h i e f