SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 19, 2025

William Larkin
Chief Financial Officer
Westport Fuel Systems Inc.
1691 West 75th Avenue
Vancouver, British Columbia, V6P 6P2

 Re: Westport Fuel Systems Inc.
 Registration Statement on Form F-3
 Filed August 15, 2025
 File No. 333-289669
Dear William Larkin:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Steven B. Stokdyk
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Document WESTPORT FUEL SYSTEMS INC. 1691 West 75th Avenue Vancouver, British Columbia, V6P 6P2 VIA EDGAR August 20, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren Pierce Jan Woo Re: Westport Fuel Systems Inc. Registration Statement on Form F-3 File No. 333-289669 To the addressees set forth above: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Westport Fuel Systems Inc. (the “Company”) hereby requests acceleration of the effective date of its registration statement on Form F-3 (File No. 333-289669) (as amended, the “Registration Statement”), to 4:00 p.m. Eastern Time on August 22, 2025, or as soon thereafter as practicable. Please contact Steven B. Stokdyk of Latham & Watkins LLP, special U.S. counsel to the Company, at (213) 891-7421 or Steven.Stokdyk@lw.com, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter. Very truly yours, WESTPORT FUEL SYSTEMS INC. By: /s/ William Larkin     Name:    William Larkin Title:    Chief Financial Officer cc: Lewis W. Kneib, Esq., Latham & Watkins LLP Steven B. Stokdyk, Esq., Latham & Watkins LLP

Mail Stop 3030
November 29, 2016

Via E -mail
Nancy Gougarty
Chief Executive Officer
Westport Fuel Systems Inc.
1750 West 75th Avenue, Suite 101
Vancouver, British Columbia
Canada, V6P  6G2

Re: Westport Fuel Systems Inc.
 Form 40-F for the Fiscal Year Ended December  31, 2015
 Filed March 29, 2016
 File No.  001-34152

Dear Ms. Gougarty:

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Martin James

Martin James
Senior Assistant Chief Accountant
Office of Electronics and Machinery

CORRESP
1
filename1.htm

		Document

November 14, 2016

VIA EDGAR

Martin James

Senior Assistant Chief Accountant

Office of Electronics and Machinery

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:

 Westport Fuel Systems Inc.

Form 40-F for the Fiscal Year Ended December 31, 2015

Filed March 29, 2016

File No. 001-34152

Dear Mr. James:

On behalf of Westport Fuel Systems Inc., an Alberta, Canada corporation (the “Company” or “Westport”), please find below our responses to the comment letter sent to Ms. Nancy Gougarty, the Chief Executive Officer of Westport, dated November 1, 2016, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in respect of the above-referenced Form 40-F (the “Form 40-F”).

Where indicated below, revisions have been included in Amendment No. 1 (the “Amendment”) to the Form 40-F, which is being filed with the Commission via EDGAR simultaneously with this response.

The numbered paragraphs below set forth the Staff’s comments in bold together with our responses.

Form 40-F for the Fiscal Year ended December 31, 2015

General

1.

 You state on page 18 of the prospectus supplement filed June 1, 2016 that some of your foreign subsidiaries, joint ventures or future acquisitions may sell your products to customers in countries that may be subject to sanctions and embargoes. You state on page 14 of Exhibit 99.1 to the 40-F that you design, manufacture and sell components and systems to OEMs including Volkswagen. We are aware of publicly available information indicating that Volkswagen vehicles are sold and serviced in Sudan and Syria.

Sudan and Syria are designated by the U.S. Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria, whether through subsidiaries, affiliates, distributors, partners, customers, joint ventures or other direct or indirect arrangements. You should describe any services, products,

information or technology you have provided to Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.

Response:

Westport is aware that Sudan and Syria (the “Sanctioned Jurisdictions”) are designated by the U.S. Department of State as state sponsors of terrorism and are subject to U.S economic sanctions and export controls.  Westport confirms that Westport and its subsidiaries have not made any direct sales or known indirect sales to the Sanctioned Jurisdictions.

Westport does not have any subsidiaries, offices, facilities, employees, assets or operations located in, nor any revenue or liabilities associated with, the Sanctioned Jurisdictions.  Westport and its subsidiaries have not provided any services, products, information or technology to the Sanctioned Jurisdictions, directly, or, to the best of Westport’s knowledge after making appropriate internal inquiries, indirectly, and do not have any agreements, commercial arrangements, or other contacts with the governments of the Sanctioned Jurisdictions or other entities such Sanctioned Jurisdictions control, nor does Westport or its subsidiaries have any existing plans for such contacts.

Westport is a global provider of natural gas and propane engines, fuel systems and components through its partnerships and direct sales efforts.  Westport sells its components and systems to OEM customers, including Volkswagen.  Westport has no reason to believe that such customers are exporting vehicles containing Westport’s components or systems to the Sanctioned Jurisdictions in violation of U.S. laws.

Westport is committed to complying with all applicable U.S. economic sanctions and export controls, including those applicable to the Sanctioned Jurisdictions.

2.

 Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

 Response:

Westport does not believe that the matters raised by the Staff’s letter relating to contacts in the Sanctioned Jurisdictions pose a material investment risk to Westport’s security holders.

Exhibit 99.2

Note 4. Business Combinations

(b) Acquisition of BAF Technologies, Inc., page 18

3.

 We note from page 19 that the fair market valuation of assets acquired and liabilities assumed in your acquisition of BAF Technologies, Inc. was based on the results of a valuation report issued by a third-party valuation firm. We also note your response to comment 3 in our letter dated September 3, 2015. Please revise future filings to clarify the nature and extent of the third party valuation firm’s involvement and management’s reliance on the work of the valuation firm. Refer to Question 141.02 of the Compliance and Disclosure Interpretations on Securities Act Sections, which can be found at http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm.

Response:

The Company acknowledges the Staff’s comment and will revise future filings to clarify the nature and extent of the third party valuation firm’s involvement and management’s reliance on the work of the valuation firm.

Note 7. Long-term investments, page 21

4.

 Given the significance of your investment in Cummins Westport Inc. for the year ended December 31, 2015, please explain to us your decision not to include separate financial statements of the investee in this filing.

Response:

The Company is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act (the “MJDS”). The MJDS allows eligible Canadian issuers to comply with U.S. continuous reporting requirements by filing their Canadian disclosure documents with the SEC. The Company respectfully advises the Staff that there is no Canadian disclosure requirement to file separate financial statements of investments that are considered significant.

In addition, the Company undertook an evaluation as to the significance of its equity method investees in order to determine if separate financial statements pursuant to Rule 3-09 of Regulation S-X would be required if the Company was not filing pursuant to the MJDS.  The Company determined that each investee failed both the first and third significant subsidiary tests described in Rule 1-02(w) of Regulation S-X for all financial statement periods presented in the Form 40-F (substituting 20% for 10%). The last period in which Cummins Westport Inc. was considered significant under Rule 3-09 of Regulation S-X was for the year ended December 31, 2011.

As a result of being an MJDS filer, the Company has concluded that it is not required to file the financial statements of significant equity method investees and, in consideration of the decreasing materiality of Cummins Westport Inc. to the consolidated results of the Company since 2011, has concluded that the separate financial statements of Cummins Westport Inc. are not necessary to reasonably inform investors about their interest in the equity method investee.

Note 19. Income Taxes, page 39

5.

 We note your disclosure that you have not recognized a deferred tax liability related to undistributed earnings of certain foreign subsidiaries that are permanent in duration. We also note your response to comment 5 in our letter dated September 3, 2015. Please tell us the amount of the undistributed earnings of foreign subsidiaries that are considered to be permanent in duration and provide the disclosures required by ASC 740-30-50-2 in future filings.

Response:

The Company respectfully advises the Staff that the amount of undistributed earnings in foreign subsidiaries that are permanent in duration is approximately $3.1 million.  The related unrecognized deferred tax liability relating to these earnings is approximately $110,000 which was considered immaterial for the year ended December 31, 2015.  The Company acknowledges the Staff’s comment and will provide the disclosures required by ASC 740-30-50-2 in future filings if the amounts are determined to be material to the users of the financial statements.

Exhibit 99.3

Disclosure Controls and Procedures and Internal Controls Over Financial Reporting

Disclosure Controls and Procedures, page 26

6.

 We note that as of the end of the period you evaluated the effectiveness of your disclosure controls and procedures but you have not disclosed management’s conclusion regarding the effectiveness of your disclosure controls and procedures. Please amend your filing to disclose management’s conclusion regarding the effectiveness of your disclosure controls and procedures as of December 31, 2015. Refer to Item B(6)(b) of Form 40-F.

Response:

The Form 40-F has been amended to reflect the Staff’s comment.  Please see page [28] of Exhibit 99.3 to the Amendment.

Non-GAAP Measures

Adjusted EBITDA, page 30

7.

 We note the significance of your adjustment for “Non-cash and other unusual adjustments” for the quarters ended December 31, 2014 and September 30, 2015, respectively. Please revise future filings to individually quantify any significant adjustments included in this line item. Additionally please tell us how you considered Question 102.03 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures, in characterizing these adjustments as unusual.

Response:

The Company respectfully acknowledges the Staff’s comment and will individually quantify significant adjustments for “Non-cash and other unusual adjustments” in future filings.

The Company has reviewed its adjustments for “Non-cash and other unusual adjustments” for the quarters ended December 31, 2014 and September 30, 2015 and Question 102.03 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.  The Company determined that it was appropriate to characterize provision for inventory purchase commitments,

intangible impairment, goodwill impairment, inventory obsolescence charges and one-time costs related to the proposed merger between the Company and Fuel Systems Solutions, Inc. as adjustments to the Company’s non-GAAP EBITDA measure to assist the reader in understanding how management reviews operational progress of Westport’s business units.  While typically these items are characterized as unusual because (i) there were no similar expenses within the two years prior to the end of such respective quarterly periods and (ii) such expenses are not reasonably likely to recur within two years from the end of such respective quarterly periods, there are certain instances, such as goodwill impairment, where this is not the case.  As a result, the Company will revise future filings to provide additional detail regarding these adjustments and remove the word “unusual” when describing them.

Thank you for your consideration.  Should you have any questions about the foregoing, please do not hesitate to contact me at 604-718-8383.

Sincerely,

/s/ Jim MacCallum

Jim MacCallum

VP, Corporate Controller

cc:

 Via E-mail

Nancy Gougarty (Westport Fuel Systems Inc.)

Matthew J. Guercio (Willkie Farr & Gallagher LLP)

Bruce A. Hibbard (Bennett Jones LLP)

Mail Stop 3030
November 1, 2016

Via E -mail
Nancy Gougarty
Chief Executive Officer
Westport Fuel Systems Inc.
1750 West 75th Avenue, Suite 101
Vancouver, British Columbia
Canada, V6P 6G2

Re: Westport Fuel Systems Inc.
 Form 40-F for the Fiscal Year Ended December  31, 2015
 Filed March 29, 2016
 File No.  001-34152

Dear Ms. Gougarty:

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
informa tion or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments .

Form 40 -F for the Fiscal Year ended December 31, 2015

General

1. You state on page 18 of the prospectus supplement filed June 1, 2016 that some of your
foreign subsidiaries, joint ventures or future acquisitions may sell your products to
customers in countries that may be subject to sanctions and embargoes.   You state on
page 14 of Exhibit 99.1 to the 40 -F that you design, manufacture and sell components
and systems to OEMs including Volkswagen.  We are aware of publicly available
information indicating that Volkswagen vehicles are sold and serviced in Sudan and
Syria.

Sudan and Syria are designated by the U.S. Department of State as state sponsors of
terrorism, and are subject to U.S. economic sanctions and export controls.   Please

Nancy Gougarty
Westport Fuel Systems Inc.
November 1 , 2016
Page 2

 describe  to us the nature and extent of any past, current, and anticipated contacts with
Sudan and Syria, whether through subsidiaries, affiliates, distributors, partners,
customers, joint ventures or other direct or indirect arrangements.   You should describe
any services, products, information or technology you have provided to Sudan or Syria,
directly or indirectly, and any agreements, commercial arrangements, or other contacts
you have had with the governments of those countries or entities they control.

2. Pleas e discuss the materiality of any contacts with Sudan and Syria you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.   You should address materiality in quantitative
terms,  including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.   Also, address
materiality in terms of qualitative factors that a reasonable investor would dee m
important in making an investment decision, including the potential impact of corporate
activities upon a company's reputation and share value.   Various state and municipal
governments, universities, and other investors have proposed or adopted divestmen t or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.   You should address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have
operations associated with Sudan and Syria.

Exhibit 99.2

Note 4.  Business Combinations

(b) Acquisition of BAF Technologies, Inc., page 18

3. We note from page 19 that the fair market valuation of assets acquired and liabilities
assumed in your acquisition of BAF Technologies, Inc. was based on the results of a
valuation report issued by a third -party valuation firm.  We also note your response to
comment 3 in our letter dated September 3, 2015.  Please revise future filings to clarify
the nature and extent of the third party valuation firm’s involvement and management´s
reliance on the work of the valuation firm.  Refe r to Question 141.02 of the Compliance
and Disclosure Interpretations on Securities Act Sections, which can be found at
http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm.

Note 7.  Long -term investments, page 21

4. Given the significance of your i nvestment in Cummins Westport Inc. for the year ended
December 31, 2015, please explain to us your decision not to include separate financial
statements of the investee in this filing.

Nancy Gougarty
Westport Fuel Systems Inc.
November 1 , 2016
Page 3

Note 19.  Income Taxes , page 39

5. We note your disclosure that you  have not recognized a deferred tax liability related to
undistributed earnings of certain foreign subsidiaries that are permanent in duration.  We
also note your response to comment 5 in our letter dated September 3, 2015.  Please tell
us the amount of th e undistributed earnings of foreign subsidiaries that are considered to
be permanent in duration and provide the disclosures required by ASC 740 -30-50-2 in
future filings.

Exhibit 99.3

Disclosure Controls and Procedures and Internal Controls Over Financial Reporting

Disclosure Controls and Procedures, page 26

6. We note that as of the end of the period you evaluated the effectiveness of your
disclosure controls and procedures but you have not disclosed management’s conclusion
regarding the effective ness of your disclosure controls and procedures.  Please amend
your filing to disclose management’s conclusion regarding the effectiveness of your
disclosure controls and procedures as of December 31, 2015.  Refer to Item B(6)(b) of
Form 40 -F.

Non-GAAP Me asures

Adjusted EBITDA, page 30

7. We note the significance of your adjustment for “Non -cash and other unusual
adjustments” for the quarters ended December 31, 2014 and September 30, 2015,
respectively.  Please revise future filings to individually quantify  any significant
adjustments included in this line item.  Additionally please tell us how you considered
Question 102.03 of the Compliance and Disclosure Interpretations for Non -GAAP
Financial Measures, in characterizing these adjustments as unusual.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Nancy Gougarty
Westport Fuel Systems Inc.
November 1 , 2016
Page 4

 You may contact Eric Atallah at (202) 551 -3663 or Kate Til lan, Assistant Chief
Accountant, at (202) 551 -3604 if you have questions.  You may also reach me at (202) 551 -
3671.

Sincerely,

 /s/ Kate Tillan for

Martin James
Senior Assistant Chief Accountant
Office of Electronics and Machinery

CORRESP
1
filename1.htm

CORRESP

 February 16, 2016

VIA EDGAR AND OVERNIGHT DELIVERY

 Russell Mancuso

 Branch Chief

 Office of Electronics and Machinery

Division of Corporation Finance

 U.S. Securities &
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
Westport Innovations Inc.

Registration Statement on Form F-4

Filed October 20, 2015

File No. 333-207523

 Dear Mr. Mancuso:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Westport Innovations Inc. (the “Registrant”) hereby
respectfully requests that the effectiveness of the above-captioned Registration Statement on Form F-4 (as amended to date, the “Registration Statement”) be accelerated to February 16, 2016 at 3:00 p.m. Eastern Time or as soon as
practicable.

 The Registrant hereby acknowledges that:

i.
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement;

ii.
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

iii.
the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The cooperation of the staff in meeting the timetable described above is very much appreciated. We request that we be
notified of such effectiveness by a telephone call to Matthew J. Guercio of Willkie Farr & Gallagher LLP at (212) 728-8535 and that such effectiveness also be confirmed in writing. Mr. Guercio and his colleague, Matthew J. Haddad,
also of Willkie Farr & Gallagher LLP, are each hereby authorized to orally withdraw or modify this request for acceleration.

Sincerely,

Westport Innovations Inc.

By:

/s/ Ashoka Achuthan

Name: Ashoka Achuthan

Title:   Chief Financial Officer

 cc: Via E-mail

 Matthew
J. Guercio, Esq. (Willkie Farr & Gallagher LLP)

 Brian J. McCarthy, Esq. (Skadden, Arps, Slate, Meagher & Flom LLP)

CORRESP
1
filename1.htm

CORRESP

 February 16, 2016

VIA EDGAR

 Russell Mancuso

Branch Chief

 Office of Electronics and Machinery

Division of Corporation Finance

 U.S. Securities &
Exchange Commission

 100 F Street, NE Washington, D.C. 20549

Re:
Westport Innovations Inc.

Amendment No. 2 to Registration Statement on Form F-4

Filed February 10, 2016

File No. 333-207523

 Dear Mr. Mancuso:

On behalf of Westport Innovations Inc., an Alberta, Canada corporation (“Westport”), please find below Westport’s responses to
the comment letter sent to Mr. Ashoka Achuthan, the Chief Financial Officer of Westport, dated February 12, 2016, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to the
above-referenced registration statement.

 Where indicated below, revisions have been included in Amendment No. 3 (“Amendment
No. 3”) to the Registration Statement on Form F-4 (the “Registration Statement”), which is being filed with the Commission via EDGAR simultaneously with this response.

The numbered paragraphs in bold below set forth the Staff’s comments together with our responses.

Voting by Fuel Systems Directors and Fuel Systems Officers, page S-9

1.
Please fill in the blank that you added to this section.

 Response:

The Registration Statement has been amended to reflect the Staff’s comment. Please see pages S-9 and 113 of Amendment No. 3.

 U.S. Federal Income Tax Considerations, page 72

2.
Please address that part of prior comment 1 that sought the consent of counsel to being named in your addition on what is currently page 73.

Response:

 The Registration
Statement has been amended to reflect the Staff’s comment. Please see Exhibit 8.1 to Amendment No. 3.

 Receipt of Westport Common Shares
in a Section 368(a) Reorganization, page 75

3.
Please reconcile your response to prior comment 2 with the uncertain consequences represented by the term “should” in the first paragraph of page 75.

Response:

 The Registration
Statement has been amended to reflect the Staff’s comment. Please see page 75 of Amendment No. 3.

 Board Recommendation, page 93

4.
Please reconcile the first sentence of this section which indicates that the Fuel Systems board recommends that stockholders vote in favor of the merger with your disclosure added on page 47 regarding a proposal that
is or could reasonably be expected to lead to a proposal that is superior to the merger.

 Response:

The Registration Statement has been amended to reflect the Staff’s comment. Please see page 47 of Amendment No. 3.

Thank you for your consideration. Should you have any questions about the foregoing, please do not hesitate to contact me at
(212) 728-8535 or Matthew Haddad at (212) 728-8504.

Sincerely,

By:

 /s/ Matthew J. Guercio

Matthew J. Guercio, Esq.

Willkie Farr & Gallagher LLP

 cc: Via E-mail

 Ashoka
Achuthan (Westport Innovations Inc.)

 Brian J. McCarthy, Esq. (Skadden, Arps, Slate, Meagher & Flom LLP)

 - 2 -

Mail Stop 3030
February 12 , 2016

Via E -mail
Ashoka Achuthan
Chief Financial Officer
Westport Innovations Inc.
Suite 101, 1750 West 75 th Avenue
Vancouver, British Columbia
Canada V6P 6G2

Re: Westport Innovations Inc.
Amendment No. 2 to Registration Statement on Form F -4
Filed February 10, 2016
  File No. 333 -20752 3

Dear Mr. Achuthan :

We have limited our review of  your amended registration statement  to those issues we
have addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the in formation you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our January 28, 2016 letter .

Voting by Fuel Systems Directors and Fuel Systems Officers, page S -9

1. Please fill in the blank that you added to this section.

U.S. Federal Income Tax Considerations, page 72

2. Please address that part of prior comment 1 that sought the consent of counsel to being
named in your addition on what is currently page  73.

Ashoka Achuthan
Westport Innovations Inc.
February 12 , 2016
Page 2

 Receipt of Westport Common Shares in a Section 368(a) Reorganization, page 75

3. Please reconcile your response to prior comment 2 with the uncertain consequences
represented by the term “should” in the first paragraph of page 75.

Board Recommendation, page 93

4. Please reconcile the first sentence of this section which indicates that the Fuel Systems
board recommends that stockholders vote in favor of the merger with your disclosure
added on page 47 regarding a proposal that is or could re asonably be expected to lead to a
proposal that is superior to the merger.

Please contact Caleb French  at (202) 551 -6947  or me at (202) 551 -3617  with any
questions.

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc:  Matthew J. Guercio

CORRESP
1
filename1.htm

CORRESP

 February 10, 2016

VIA EDGAR AND OVERNIGHT DELIVERY

 Russell Mancuso

 Branch Chief

 Office of Electronics and Machinery

Division of Corporation Finance

 U.S. Securities & Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
Westport Innovations Inc.

Amendment No. 1 to Registration Statement on Form F-4

Filed December 28, 2015

File No. 333-207523

 Dear Mr. Mancuso:

On behalf of Westport Innovations Inc., an Alberta, Canada corporation (“Westport”), please find below Westport’s responses to
the comment letter sent to Mr. Ashoka Achuthan, the Chief Financial Officer of Westport, dated January 28, 2016, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to the
above-referenced registration statement.

 Where indicated below, revisions have been included in Amendment No. 2 (“Amendment No.
2”) to the Registration Statement on Form F-4 (the “Registration Statement”), which is being filed with the Commission via EDGAR simultaneously with this response. For convenience, Westport is providing the Staff with five copies of
Amendment No. 2, which have been marked against Amendment No. 1 to the Registration Statement.

 The numbered paragraphs in bold below set
forth the Staff’s comments together with our responses.

 U.S. Federal Income Tax Considerations, page 70

1.
Please file the consent of counsel to being named in your addition on the first page 70 of Annex A to your response. In this regard, we note that you identify counsel as providing an opinion regarding United States
federal income tax consequences; please confirm that you also will file an opinion of counsel regarding the disclosed Canadian tax consequences.

Response:

 The Registration
Statement has been amended to reflect the Staff’s comment. Please see Exhibits 8.1 and 8.2 to Amendment No. 2.

2.
Please reconcile your response to prior comment 2 with the uncertain consequences represented by the term “should” in the first paragraph of the second page 70 of Annex A to your response.

 Response:

The Registration Statement has been amended to reflect the Staff’s comment. Please see page 75 of Amendment No. 2.

Where you can find more information, page 143

3.
Please expand your response to prior comment 1 to clarify where you have provided disclosure responsive to that part of Form F-4 Item 18(a)(7)(ii) which requires disclosure of the information required by Item 6.B of
Form 20-F with respect to each person who will serve as a director or an executive officer of the surviving or acquiring company. Note that Item 6.B requires disclosure for the last full financial year.

Response:

 We respectfully direct
the Staff’s attention to Westport’s Current Report on Form 6-K, filed on March 27, 2015, including the disclosure set forth in Exhibit 99.1 thereto (Westport’s Management Information Circular, dated March 11, 2015), which has been
incorporated by reference into Amendment No. 2.

 In addition, the Registration Statement has been amended to reflect the Staff’s
comment in respect of those directors of Fuel Systems Solutions, Inc. who will continue as directors of Westport following the merger. Please see pages 64 and 65 of Amendment No. 2.

Thank you for your consideration. Should you have any questions about the foregoing, please do not hesitate to contact me at (212) 728-8535 or
Matthew Haddad at (212) 728-8504.

Sincerely,

 /s/ Matthew J. Guercio

Matthew J. Guercio, Esq.

Willkie Farr & Gallagher LLP

cc:
Via E-mail

 Ashoka Achuthan (Westport Innovations Inc.)

Brian J. McCarthy, Esq. (Skadden, Arps, Slate, Meagher & Flom LLP)

 - 2 -

Mail Stop 3030
January 28, 2016

Via E -mail
Ashoka Achuthan
Chief Financial Officer
Westport Innovations Inc.
Suite 101, 1750 West 75 th Avenue
Vancouver, British Columbia
Canada V6P 6G2

Re: Westport Innovations Inc.
Registration Statement on Form F -4
Response Dated January 20, 2016
File No. 333 -207253

Dear Mr. Achuthan :

We have limited our review of your January 20, 2016 letter to those issues we have
addressed in our comments.   In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registrat ion statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our January 11, 2016  letter .

U.S. Federal Income Tax Consequences, page 70

1. Please file the consent of counsel to being named in your addition on the first page 70 of
Annex A to your response.  In this regard, we note that you identify counsel as providing
an opinion regardin g United States federal income tax consequences; please confirm that
you also will file an opinion of counsel regarding the disclosed Canadian tax
consequences.

2. Please reconcile your response to prior comment 2 with the uncertain consequences
represented by the term “should” in the first paragraph of the second page 70 of Annex A
to your response.

Ashoka Achuthan
Westport Innovations Inc.
January 28, 2016
Page 2

 Where you can find more information, page 143

3. Please expand your response to prior comment 1 to clarify where you have provided
disclosure responsive to that part of Form F -4 Item 18(a)(7)(ii) which requires disclosure
of the infor mation required by Item 6.B of F orm 20 -F with respect to each person who
will serve as a director or an executive officer of the surviving or acquiring company.
Note that Item 6.B requires di sclosure for the last full financial year.

Please contact Caleb French  at (202) 551 -6947  or me at (202) 551 -3617  with any
questions.

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc:  Matthew J. Guercio

CORRESP
1
filename1.htm

CORRESP

 January 20, 2016

VIA EDGAR AND OVERNIGHT DELIVERY

 Russell Mancuso

 Branch Chief

 Office of Electronics and Machinery

Division of Corporation Finance

 U.S. Securities &
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
Westport Innovations Inc.

Amendment No. 1 to Registration Statement on Form F-4

Filed December 28, 2015

File No. 333-207523

 Dear Mr. Mancuso:

On behalf of Westport Innovations Inc., an Alberta, Canada corporation (“Westport”), please find below Westport’s responses to
the comment letter sent to Mr. Ashoka Achuthan, the Chief Financial Officer of Westport, dated January 11, 2016, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to the
above-referenced registration statement.

 Where indicated below, revisions have been included in Amendment No. 2 (“Amendment
No. 2”) to the Registration Statement on Form F-4 (the “Registration Statement”), which will be filed with the Commission via EDGAR during the week of January 25, 2016. For convenience, Westport will provide the Staff with
five copies of Amendment No. 2, marked against Amendment No. 1 to the Registration Statement.

 The numbered paragraphs in bold
below set forth the Staff’s comments together with our responses.

 Prospectus

1.
Please provide us your analysis of whether the compensation disclosure in your filing must be updated before this registration statement is declared effective. For guidance, please see the Division of Corporation
Finance’s Regulation S-K Compliance and Disclosure Interpretation 217.11 available on the Commission’s website.

Response:

 We acknowledge the
Staff’s comment and the Division of Corporation Finance’s Regulation S-K Compliance and Disclosure Interpretation 217.11 (the “C&DI”), which states in pertinent part as follows: “A caller inquired whether a filing that
is made on January 2 must include compensation for the previous year ended December 31 when compensation information may not be incorporated by reference into the filing. The Division staff’s position is that compensation must be included for
such year because registrants should have those numbers available.” With respect to the registrant, we respectfully submit that Westport is a foreign private issuer that meets the requirements for use of Form F-3. Form F-4 permits a registrant
that meets the requirements of Form F-3 to incorporate by reference certain information required to be disclosed in a registration statement on Form F-4, including compensation disclosure. Furthermore, Westport has incorporated by reference in the
Registration Statement the detailed compensation information included in its latest annual report as well as its management information circular (its home country proxy statement equivalent). Accordingly, because (i) Westport is permitted to
incorporate by reference compensation disclosure in the Registration Statement, and (ii) the C&DI addresses a filing that does not permit compensation information to be incorporated by reference into the filing, we respectfully submit that the
C&DI does not apply in respect of Westport’s compensation disclosure included in the Registration Statement.

 In addition, the
only compensation information required to be disclosed by the company to be acquired, Fuel Systems Solutions, Inc. (“Fuel Systems”) relates to two current directors, Troy A. Clarke and Colin Johnston, who will, upon completion of the
proposed merger, continue as directors of the combined company. Mariano Costamagna, a current Fuel Systems director, will also continue as a director of the combined company; however, he did not receive director compensation from Fuel Systems in
2015. Fuel Systems does not believe that the director compensation information disclosed needs to be updated. Furthermore, Fuel Systems respectfully submits that the disclosures included in Fuel Systems’ Definitive Proxy Statement filed
April 14, 2015, which is included as Annex H to the proxy/prospectus and is incorporated by reference into the Form F-4, includes a detailed list of the fees directors are eligible to earn for services. There were no material amendments to
the fees Fuel Systems’ directors could earn in 2015.

 U.S. Federal Income Tax Considerations, page S-4

2.
We note your revisions in response to prior comment 1; however, the reasons for the uncertainty remain unclear. If the only uncertainty relates to the effect of Section 367(a)(1), it is unclear why the first
word of the fourth paragraph of this section suggests there remains uncertainty about the tax-free status under Section 368(a) even assuming away the Section 367(a)(1) issue. Please revise to clarify.

Response:

 We have revised
Exhibit 8.1 to the Registration Statement to reflect Skadden, Arps, Slate, Meagher & Flom LLP’s opinion, based on certain assumptions and representations as set forth therein, that the merger will qualify as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code (the “Code”), and we have revised the disclosure to inform shareholders that such opinion has been issued to Fuel Systems. In addition, we have revised the summary and “U.S.
Federal Income Tax Considerations” sections to clarify that the uncertainty in respect of tax-free reorganization treatment for U.S. federal income tax purposes is the application of Section 367(a)(1) of the Code. Specifically, among other
revisions, we have deleted (i) the phrase referenced in comment 2 (“If the merger qualifies as a reorganization under Section 368(a) of the Code…”) and (ii) the section of the Registration Statement discussing the U.S.
federal income tax consequences of the merger failing to qualify as a reorganization under Section 368(a). The foregoing revisions have been included as Annex A hereto.

Thank you for your consideration. Should you have any questions about the foregoing, please do not hesitate to contact me at
(212) 728-8535 or Matthew Haddad at (212) 728-8504.

Sincerely,

 /s/ Matthew J. Guercio

Matthew J. Guercio, Esq.

Willkie Farr & Gallagher LLP

cc:
Via E-mail

 Ashoka Achuthan (Westport Innovations Inc.)

Brian J. McCarthy, Esq. (Skadden, Arps, Slate, Meagher & Flom LLP)

 - 2 -

 Annex A

The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended
and in effect from time to time (the “Code”). Nevertheless, Section 367(a)(1) of the Code and the applicable Treasury Regulations thereunder (discussed in “U.S. Federal Income Tax Considerations—U.S. Federal Income Tax
Consequences of the Merger to U.S. Holders of Fuel Systems Common Stock—Application of Section 367(a)(1)” beginning on page 70) will require U.S. stockholders to recognize gain, but not loss, realized upon the transfer of Fuel Systems
common stock to Westport in exchange for Westport common shares in the merger unless certain requirements are met. One such requirement is that the value of Westport equal or exceed the value of Fuel Systems, as specifically determined for purposes
of Section 367 of the Code, as of the closing date of the merger. This determination is based on facts that cannot be known with sufficient certainty until the closing date of the merger. In addition, the law in this area, particularly as
applied to certain facts relating to Fuel Systems and Westport, is not well-established. Fuel Systems may seek a ruling from the IRS providing that the transfer of shares of Fuel Systems common stock to Westport by Fuel Systems stockholders
qualifies for an exception to Section 367(a)(1). However, such ruling may not be issued and, if issued, will not be issued prior to the special meeting. Accordingly, U.S. holders of Fuel Systems common stock will not know the U.S. federal
income tax consequences of the merger to them at the time they vote “for” or “against” the merger proposal.

 If
Section 367(a)(1) of the Code requires recognition of gain to U.S. holders of Fuel Systems common stock who transfer Fuel Systems common stock to Westport in exchange for Westport common shares in the merger, such a holder will generally
recognize capital gain (but not loss) in an amount equal to the excess, if any, of the fair market value as of the closing date of the merger of any Westport common shares (including fractional shares) received in such exchange, over such
holder’s tax basis in the Fuel Systems common stock surrendered in such exchange.

If qSection 367(a)(1) of the Code does not require recognition of gain to
U.S. holders of Fuel Systems common stock who receive Westport common shares in the merger, then, except as described below with respect to a U.S. holder of Fuel Systems common stock that owns, directly or by attribution, 5% or more of the Westport
common shares immediately after the consummation of the merger (a “5% U.S. Holder”), such a holder will not recognize any gain or loss with respect to Fuel Systems common stock exchanged therefor, other than with respect to any cash
received in lieu of a fractional Westport common share. A 5% U.S. Holder that receives Westport common shares in the merger will generally qualify for the treatment described above only if the 5% U.S. Holder timely files a “gain recognition
agreement,” as defined in applicable U.S. Treasury Regulations promulgated under Section 367(a) of the Code, with the U.S. Internal Revenue Service (the “IRS”).

For more information regarding the U.S. federal income tax consequences of the merger to U.S. holders of Fuel Systems common stock, see
“U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Fuel Systems Common Stock” beginning on page 69.

Certain Canadian Tax Consequences of the Merger (See Page 76)

Generally, a holder of Fuel Systems common stock who acquires Westport common shares under the merger and who is not, and is not deemed to be,
resident in Canada for purposes of the Income Tax Act (Canada) (the “Tax Act”):

•

will not be subject to tax under the Tax Act in respect of any capital gain realized on the disposition of Fuel Systems common stock pursuant to the merger;

•

will be subject to Canadian withholding tax on any dividends paid or credited on Westport common shares acquired in connection with the merger, at a rate of 25% of the gross amount of any such dividends, unless a
reduction in such rate of withholding is available under an applicable tax treaty or convention between Canada and the holder’s country of residence; and

 S-5

Fuel Systems’ financial position and results of operations. In addition, Fuel Systems’ ability to use its NOL carryforwards will be dependent on its ability to generate taxable income.
Some portion of the NOL carryforwards could expire before Fuel Systems generates sufficient taxable income.

 The merger, together with
other transactions, may result in an ownership change under Section 382 of the Code for Westport, potentially limiting the use of Westport’s NOL carryforwards in future taxable years for U.S. federal income tax purposes. These limitations
may affect the timing of when these NOL carryforwards can be used which, in turn, may impact the timing of when cash is used to pay the taxes of Westport and have a negative impact on Westport’s financial position and results of operations. In
addition, Westport’s ability to use its NOL carryforwards will be dependent on its ability to generate taxable income. Some portion of the NOL carryforwards could expire before Westport generates sufficient taxable income.

Section 367(a)(1) of the Code may result in your recognition of taxable gain (but not loss) in respect of the Fuel Systems common stock you
exchange for Westport common shares in the merger. You will not know at the time of the special meeting, when you vote “for” or “against” the merger proposal, whether Section 367(a)(1) will require such recognition of
taxable gain (but not loss).

 The U.S. federal income tax consequences of the merger to U.S. holders of Fuel Systems common stock
will be uncertain at the time of the special meeting, when you vote “for” or “against” the merger proposal.

 The
receipt of Westport common shares for Fuel Systems common stock pursuant to the merger
qis intended to qualify as a tax-free reorganization within the
meaning of Section 368(a) of the Code. Nevertheless, Section 367(a)(1) of the Code and the applicable Treasury Regulations thereunder provide that where a U.S. shareholder exchanges stock in a U.S. corporation for stock in a non-U.S.
corporation in a transaction that would otherwise constitute a tax-free exchange, the U.S. shareholder is required to recognize gain, but not loss, realized on such exchange unless certain requirements are met.

While Westport and Fuel Systems generally expect such requirements to be met, one such requirement is that the value of Westport equal or
exceed the value of Fuel Systems, as specifically determined for purposes of Section 367 of the Code, as of the closing date of the merger. In determining the value of Westport for these purposes, acquisitions of assets by Westport made outside
of the ordinary course of business during the 36 months preceding the merger will be disregarded unless such acquisitions either (i) consist of interests in certain foreign corporations or partnerships, or (ii) do not consist of passive
assets (including cash) and are not undertaken with a principal purpose of satisfying such requirement. In addition, the IRS has announced an intention to issue regulations effective prior to the date of the merger whereby, for purposes of
determining the value of Fuel Systems, certain distributions made by Fuel Systems during the 36 months preceding the merger will be added back to the value of Fuel Systems for purposes of this requirement. Under such regulations, distributions
(including share repurchases) made by Fuel Systems over the 36 months preceding the merger would be added back to the value of Fuel Systems to the extent that amounts distributed during a given year exceed 110 percent of the average amounts
distributed over the 3 preceding years. Regulations addressing the specific method for determining the amount that would be added back for this purpose have not been issued. The determination of whether the value of Westport equals or exceeds the
value of Fuel Systems for purposes of Section 367 of the Code is based on facts that cannot be known with sufficient certainty until the closing date of the merger. In addition, the law in this area, particularly as applied to certain facts
relating to Fuel Systems and Westport, is not well-established. Fuel Systems may seek a ruling from the IRS providing that the transfer of shares of Fuel Systems common stock to Westport by Fuel Systems stockholders qualifies for an exception to
Section 367(a)(1). However, such ruling may not be issued and, if issued, will not be issued prior to the special meeting. Accordingly, you will not know at the time of the special meeting, when you vote “for” or “against”
the merger proposal, whether Section 367(a)(1) will require U.S. holders of Fuel Systems common stock to recognize gain (but not loss) upon the transfer of Fuel Systems common stock to Westport in exchange for Westport common shares in the
merger.

 28

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of
the trust, or (ii) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

A “Non-U.S. Holder” means a beneficial owner of Fuel Systems common stock or, after the completion of the merger, Westport common
shares w

Mail Stop 3030
January 11, 2016

Via E -mail
Ashoka Achuthan
Chief Financial Officer
Westport Innovations Inc.
Suite 101, 1750 West 75 th Avenue
Vancouver, British Columbia
Canada V6P 6G2

Re: Westport Innovations Inc.
Amendment No. 1  to Re gistration Statement on Form F -4
Filed December 28, 2015
  File No. 333 -207253

Dear Mr. Achuthan :

We have limited our review of your amended registration statement to those issues we
have addressed in our comments.   In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our November 13, 2015  letter .

Prospectus

1. Please provide us your analysis of whether the compensation disclosure in  your filing
must be updated before this registration statement is declared effective.  For guidance,
please see the Division of Corporation Finance’s Regulation S -K Compliance and
Disclosure Interpretation 217.11 available on the Commission’s website.

U.S. Federal Income Tax Considerations, page S -4

2. We note your revisions in response to prior comment 1; however, the reasons for the
uncertainty remain unclear.  If the only uncertainty relates to the effect of Section
367(a)(1), it is unclear why the first word of the fourth paragraph of this section su ggests

Ashoka Achuthan
Westport Innovations Inc.
January 11, 2016
Page 2

 there remains uncertainty about the tax -free status under Section 368(a) even assuming
away the Section 367(a)(1) issue.  Please revise to clarify.

Please contact Caleb French  at (202) 551 -6947  or me at (202) 551 -3617  with any
questions.

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc:  Matthew J. Guercio

CORRESP
1
filename1.htm

CORRESP

 December 28, 2015

VIA EDGAR AND OVERNIGHT DELIVERY

 Russell Mancuso

 Branch Chief

 Office of Electronics and Machinery

Division of Corporation Finance

 U.S. Securities &
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
Westport Innovations Inc.

 Registration Statement on Form F-4

Filed October 20, 2015

File No. 333-207523

 Dear
Mr. Mancuso:

 On behalf of Westport Innovations Inc., an Alberta, Canada corporation (“Westport”), please find below
Westport’s responses to the comment letter sent to Mr. Ashoka Achuthan, the Chief Financial Officer of Westport, dated November 13, 2015, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) to the above-referenced registration statement.

 Where indicated below, revisions have been included in Amendment
No. 1 (“Amendment No. 1”) to the Registration Statement on Form F-4 (the “Registration Statement”), which is being filed with the Commission via EDGAR simultaneously with this response. For convenience, Westport is
providing the Staff with five copies of Amendment No. 1, which have been marked against the Registration Statement.

 The numbered
paragraphs in bold below set forth the Staff’s comments together with our responses.

 U.S. Federal Income Tax Considerations, page S-4

1.
We note your tax disclosure here and on page ix. Please view your Q&A and summary as one section, and avoid redundancy in that section by grouping appropriate tax information together. When revising your document
in response to this comment, ensure that your Q&A/summary prominently highlights the tax uncertainty and the reasons for the uncertainty. If true, also prominently highlight in the Q&A/summary that shareholders will not know at the time that
they are voting whether the transaction will be taxable.

 Response:

The Registration Statement has been amended to reflect the Staff’s comment. Please see pages ix, S-4 and S-5 of Amendment No. 1.

 U.S. Federal Income Tax Consequences . . ., page 67

2.
Please file the opinion that Regulation S-K Item 601(b)(8) requires regarding the tax consequences of the merger that you describe in your prospectus.

Response:

 The Registration
Statement has been amended to reflect the Staff’s comment. Please see the opinion filed as Exhibit 8.1 to Amendment No. 1.

 Where You Can
Find More Information, page 140

3.
We note that Fuel Systems Solutions, Inc. has not yet filed its Form 10-Q for the period ended September 30, 2015. Please tell us whether you intend to request acceleration of the effective date of your
registration statement only after the Form 10-Q is filed and incorporated by reference into the registration statement.

Response:

 Fuel Systems
Solutions, Inc. filed its Form 10-Q for the period ended September 30, 2015 on December 11, 2015, a copy of which has been included as Annex G to Amendment No. 1. The Company intends to request acceleration of the effective date of
the Registration Statement once the Company receives confirmation that the Staff has no further comments with respect to the Registration Statement. The Company will endeavor to provide for adequate time after the filing of any amendment for further
review before submitting a request for acceleration and provide any acceleration request at least two business days in advance of the requested effective date of the Registration Statement.

Thank you for your consideration. Should you have any questions about the foregoing, please do not hesitate to contact me at
(212) 728-8535 or Matthew Haddad at (212) 728-8504.

 Sincerely,

/s/ Matthew J.
Guercio

Matthew J. Guercio, Esq.

Willkie Farr & Gallagher LLP

cc:    Via E-mail

 Ashoka Achuthan
(Westport Innovations Inc.)

 Brian J. McCarthy, Esq. (Skadden, Arps, Slate, Meagher & Flom LLP)

 - 2 -

Mail Stop 3030
November 13, 2015

Via E -mail
Ashoka Achuthan
Chief Financial Officer
Westport Innovations Inc.
Suite 101, 1750 West 75th Avenue
Vancouver, British Columbia
Canada V6P 6G2

Re: Westport Innovations Inc.
  Registration Statement on Form F-4
Filed  October 20, 2015
  File No.  333-207523

Dear Mr. Achuthan :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

U.S. Federal Income Tax Considerations, page S -4

1. We note your tax disclosure  here and on page ix .  Please view your Q&A and summary
as one section, and avoid  redundancy  in that section  by grouping appropriate tax
information  together .  When revising your document in response to this comment, ensure
that your Q&A/ summary prominently highlights the tax uncertainty and the reasons for
the uncertainty.  If true, also prominently highlight in the Q&A/ summary that
shareholders will not know at the time that they are voting whether the transaction will be
taxable .

Ashoka Achuthan
Westport Innovations Inc .
November 13, 2015
Page 2

 U.S. Federal In come Tax Consequences …, page 67

2. Please file the opinion that Regulation S -K Item 601(b)(8) requires regarding the tax
consequences of the merger that you describe in your prospectus.

Where You Can Find More Information, page 140

3. We note that Fuel Systems  Solutions, Inc.  has not yet filed its Form 10 -Q for the period
ended September 30, 2015.  Please tell us whether you intend to request acceleration of
the effective date of your registration statement only after the Form 10 -Q is filed and
incorpora ted by reference into the registration statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Ashoka Achuthan
Westport Innovations Inc .
November 13, 2015
Page 3

 Please contact Brian Soares  at (202) 551 -3580 or me at (202) 551 -3617 with any
questions.

Sincerely,

/s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: Matthew J. Guercio
Willkie Farr & Gallagher LLP

Mail Stop 3030
October 22 , 2015

Via E -mail
Mr. David R. Demers
Chief Executive Officer
Westport Innovations Inc.
Suite 101, 1750 West 75th Avenue
Vancouver,
British Columbia, Canada V6P 6G2

Re: Westport Innovations Inc.
 Form 40-F for the Fiscal Year Ended December 31, 2014
Filed March 9 , 2015
File No. 001-34152

Dear Mr. Demers :

We have completed our review of your filing.  We remind you that our comments or
changes  to disclosure in response to our comments do not foreclose the Commission from taking
any action with respe ct to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any pers on under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and  all applicable rules require.

       Sincerely,

       /s/ Martin J ames

        Martin James
        Senior Assistant Chief Accountant
Office of Electronics and Machinery

CORRESP
1
filename1.htm

		CORRESP

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:

 Jay Webb, Senior Accountant

Kevin Kuhar, Accounting Branch Chief

Dear Sirs:

We are submitting this letter on behalf of Westport Innovations, Inc. (the “Company” or “Westport”) in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received on September 23, 2015 regarding the Company’s Form 40-F/A for the year ended December 31, 2014 (File No. 001-34152), which was filed with the Commission on July 23, 2015 (the “Form 40-F/A”).

This letter restates the numbered comments of the Staff, and the discussion set out below each comment is the Company’s response.

Report of Independent Registered Public Accounting Firm

1.  We note your response to prior comment 1. Please address the following:

•

 Please clarify for us whether your auditors undertook any inquiry or carried out any auditing procedures relating to your financial statements after March 9, 2015 as a result of the errors noted in the financial statements of the equity investee.

•

 Given the change in management’s conclusion on the effectiveness of the company’s internal control over financial reporting subsequent to the original date of the auditors’ report on the financial statements and the resulting reissuance, dual-dating and change in the audit firm’s opinion on the company’s internal control over financial reporting, please tell us how your auditors were able to conclude that the company’s financial statements did not need to be revised without undertaking inquiry or procedures. Refer to paragraph 6 of PCAOB AU Section 530.

Response:  Our auditor informed us that they undertook procedures after March 9, 2015 as a result of the errors noted in the financial statements of the equity investee.  However, because we made a determination not to restate our financial statements as it relates to the amounts recorded for the equity investee, the financial statements were not revised.  The guidance in paragraph 05 of PCAOB AU Section 530 Dating of the Independent Auditor's Report indicates that the auditor has two methods for dating the report when a subsequent event disclosed in the financial statements occurs after the auditor has obtained sufficient appropriate evidence on which to base his or her opinion.  Because no such event is disclosed in the financial statements, our auditor has informed us that the auditing standards of the PCAOB do not require them to dual date their auditor’s report.  Our auditor also informed us that whenever they reissue their auditor’s report for inclusion or incorporation by reference in a filing with the Commission, they would perform subsequent event procedures.  The performance of such procedures does not alone necessitate the dual dating of their auditor’s report, unless an event or other matter is disclosed by the Company or the Company’s financial statements are otherwise revised.

It is not uncommon for the auditor’s report on the financial statements to contain a dual date for the disclosure of events occurring subsequent to the original report date of the auditor’s report in reports filed with the Commission.  When this occurs and the auditor’s report on internal control over financial reporting is also reissued, the auditor does not update the date of the auditor’s report on internal control over financial reporting to reflect the dual date of the auditor’s report on the financial statements.  However, the auditor would update the date of the auditor’s report on the financial statements included in the auditor’s report on internal control over financial reporting to reflect the dual-dated financial statement report.

2.  Notwithstanding the above comment, we note that the accounting firm’s attestation report on internal controls over financial reporting may be confusing to investors since the report refers to the firm having issued a dual dated opinion on the financial statements. The last paragraph says, “…..our report dated March 9, 2015 (July 23, 2015 as to the effects of the material weakness described in Management’s Report on Internal Control over Financial Reporting (revised)) expressed an unmodified opinion on those financial statements.” Please amend the Form 40-F to include an audit report on internal controls over financial reporting that refers to the correct date of the audit report issued on your financial statements.

Response: Our auditor has informed us that they agree with the Staff’s concern, and will amend their audit report on Internal Control over Financial Reporting (“ICFR”).  Their report (in part) will be amended as follows:

Report as included in the Company’s Form 40-F/A for the year ended December 31, 2014 which was filed with the Commission on July 23, 2015 will be updated as follows (strike through sentence to be removed with underline wording to be added)  –

“…..  We have also audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2014 of the Company and our report dated March 9, 2015 (July 23, 2015 as to the effects of the material weakness described in Management’s Report on Internal Control over Financial Reporting (revised)) expressed an unmodified-unqualified opinion on those financial statements……”

3.  We note your response to prior comment 2. Given that the audit of your financial statements was conducted in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), it unclear why you did not also provide a reference to an unqualified opinion under AU 508.10. We note that an “unmodified opinion” is not a term defined or used in the standards of the PCAOB. Please have your auditor revise its report in future filings, including any amendments to this filing, to clarify that its opinion on your financial statements was also unqualified.

Response:  Our auditor informed us that their auditor’s report has been prepared in accordance with the requirements of Canadian GAAS (the CAS’s).  They believe that this is acceptable under the provisions of the Canada-US Multijurisdictional Disclosure System “MJDS”, wherein eligible issuers may satisfy the reporting requirements of the Commission by providing disclosure documents prepared in accordance with the requirements of the Canadian securities regulatory authorities (the “CSRA”), as the CSRA accepts CAS reports.  Further reference to this consideration is captured within the SEC’s Financial Reporting Manual (6820.3) that states “Reports of independent accountants issued for MJDS filers may still refer to solely to Canadian GAAS when filed on MJDS forms”

The reference to the term “unmodified opinion”, though not defined in the Standards of the PCAOB, has a clear meaning and definition within the CAS’s, specifically paragraph .05(b) of CAS 705 Modifications to the Opinion in the Independent Auditor's Report which defines a modified opinion to include qualified, adverse or disclaimers of opinion.  As such, the reference to an “unmodified” report within the ICFR report is in compliance with the requirements of the CAS’s as accepted by the Canadian securities regulatory authorities and therefore it would be expected that this would be accepted by the SEC under MJDS.

By contrast, if our auditor was to issue an unmodified ICFR opinion, the cross reference that would exist within the auditor’s report would be a reference to an “unqualified” ICFR opinion.  Our auditor would use the term “unqualified” specifically within that circumstance due to the fact that their audit and their report thereon is strictly governed by the Standards of the PCAOB, and there is no applicable CAS standard.

Finally,  it is noted that the International Practices Task Force (the “IPTF”) debated the differences in the audit reports between CAS’s and the Standards of the PCAOB, specifically AU 508 Reports on Audited Financial Statements, at the May 24, 2011 IPTF meeting.  As discussed in the minutes to the meeting, while the SEC Staff noted differences in certain language and elements of the two reports (CAS and PCAOB), they appear to have accepted the CAS form of report for MJDS filings.   In the document, the IPTF specifically refers to section 6800 of the SEC’s FRM addressing foreign auditor matters relating to FPIs as well as MJDS filers.

However, to avoid further confusion, our auditor will change their audit report for our future filings to refer to an “unmodified-unqualified” opinion as it relates to the audited financial statements within the ICFR audit opinion.

In connection with the Company’s responses to the comments of the Staff set forth herein, the Company acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the 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 federal securities laws of the United States.

Please contact me if you have any further comments or need additional information with respect to the filing. The Company’s future filings will reflect our indicated responses, as applicable.

Sincerely,

/s/ Ashoka Achuthan

Ashoka Achuthan

Chief Financial Officer

Mail Stop 3030
September 23 , 2015

Via E -mail
Mr. David R. Demers
Chief Executive Officer
Westport Innovations Inc.
Suite 101, 1750 West 75th Avenue
Vancouver,
British Columbia, Canada V6P 6G2

Re: Westport Innovations Inc.
 Form 40-F for the Fiscal Year Ended December 31, 2014
Filed March 9 , 2015
Amendment No. 1 to Form 40-F for the
  Fiscal Year Ended December 31, 2014
Filed July 23, 2015
File No. 001-34152

Dear Mr. Demers :

We have reviewed  your September 17, 2015  response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After review ing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our September
3, 2015  letter .

Amendment No. 1 to Form 40 -F for the Fiscal Year ended December 31, 2014

Exhibit 99.2

Report of Independent Registered Public Accounting Firm

1. We note your response to prior comment 1.  Please address the following:

 Please clarify for us whether your auditors undertook any inquiry or carried out any
auditing procedures relating to your financial statements after March 9, 2015 as a
result of the errors noted in the financial statements of the equity investee.

Mr. David R. Demers
Westport Innovations Inc.
September 23 , 2015
Page 2

 Given t he change in management’s conclusion on the effectiveness of the company’s
internal control over financial reporting subsequent to the original date of the
auditors’ report on the financial statements and the resulting reissuance, dual -dating
and change in  the audit firm’s opinion on the company’s internal control over
financial reporting, please tell us how your auditors were able to conclude that the
company’s financial statements did not need to be revised without undertaking
inquiry or procedures. Refer  to paragraph 6 of PCAOB AU Section 530.

2. Notwithstanding the above comment, we note that the accounting firm’s attestation report
on internal controls over financial reporting may be confusing to investors since the
report refers to the firm having issued  a dual dated opinion on the financial statements.
The last paragraph says, “…..our report dated March 9, 2015 (July 23, 2015 as to the
effects of the material weakness described in Management’s Report on Internal Control
over Financial Reporting (revised )) expressed an unmodified opinion on those financial
statements.”  Please amend the Form 40 -F to include an audit report on internal controls
over financial reporting that refers to the correct date of the audit report issued on your
financial statements.

3. We note your response to prior comment 2.  Given that the audit of your financial
statements was conducted in accordance with Canadian generally accepted auditing
standards and the standards of the Public Company Accounting Oversight Board (United
State s), it unclear why you did not also provide a reference to an unqualified opinion
under AU 508.10.  We note that an “unmodified opinion” is not a term defined or used in
the standards of the PCAOB. Please have your auditor revise its report in future filin gs,
including any amendments to this filing, to clarify that its opinion on your financial
statements was also unqualified.

You may  contact  Eric Atallah at (202)  551-3663,  or, Jay Webb, Senior  Accountant,  at
(202) 551 -3603 with any questions.  You may  also reach  me at (202) 551 -3662.

Sincerely,

 /s/ Jay Webb for

Kevin Kuhar
Accounting Branch Chief
        Office of Electronics and Machinery

CORRESP
1
filename1.htm

		CORRESP

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:

 Jay Webb, Senior Accountant

Kevin Kuhar, Accounting Branch Chief

Dear Sirs:

We are submitting this letter on behalf of Westport Innovations, Inc. (the “Company” or “Westport”) in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received on September 3, 2015 regarding the Company’s Form 40-F/A for the year ended December 31, 2014 (File No. 001-34152), which was filed with the Commission on July 23, 2015 (the “Form 40-F/A”).

This letter restates the numbered comments of the Staff, and the discussion set out below each comment is the Company’s response.

Report of Independent Registered Public Accounting Firm

1. Please have your auditor explain to us how it considered the guidance in paragraph 89 of PCAOB Auditing Standard No. 5 when dating its report on your financial statements, or amend the filing to include a report that is dated to comply with that guidance. In the amendment, please provide corrected and updated auditor consents. Refer to General Instructions D(9) of Form 40-F.

Response:  Our auditor informed us that although they changed their opinion on the effectiveness of our internal control over financial reporting from their previously issued opinion (i.e., our auditor previously expressed an unqualified opinion and are now expressing an adverse opinion), the change in their opinion on the effectiveness of our internal control over financial reporting was not related to a restatement of the financial statements for the correction of a misstatement.

PCAOB Auditing Standard No. 5, paragraph 89 states that “The auditor should date the audit report no earlier than the date on which the auditor has obtained sufficient appropriate evidence to support the auditor's opinion. Because the auditor cannot audit internal control over financial reporting without also auditing the financial statements, the reports should be dated the same.” The original date of the auditor’s report on our financial statements and internal control over financial reporting are the same and therefore our auditor believes they have complied with the requirement in PCAOB Auditing Standard No. 5, paragraph 89. Because the financial statements were not revised subsequent to the date of the auditor’s report on the financial statements, there is no requirement in the PCAOB’s auditing standards to dual date the auditor’s report on the financial statements when such report is being reissued.

PCAOB AU 530 states, in part “An independent auditor may reissue his report on financial statements contained in annual reports filed with the Securities and Exchange Commission or other regulatory agencies or in a document he submits to his client or to others that contains information in addition to the client's basic financial statements subsequent to the date of his original report on the basic financial statements. Use of the original report date in a reissued report removes any implication that records, transactions, or events after that date have been examined or reviewed.”

It is not uncommon for the auditor’s report on the financial statements to contain a dual date for the disclosure of events occurring subsequent to the original report date or for changes in accounting principles in reports filed with the Commission. When this occurs and the auditor’s report on internal control over financial reporting is also reissued, the auditor does not update the date of the auditor’s report on internal control over financial reporting to reflect the dual date of the auditor’s report on the financial statements. Therefore, the auditor’s report on the financial statements would be dual dated whereas the auditor’s report on internal control over financial reporting would reflect only the original date. Similar to the comments above, our auditors believe this treatment is in compliance with the PCAOB’s auditing standards.

Our auditor informed us that the change in their opinion on the effectiveness of our internal controls over financial reporting required them to revise the explanatory paragraph that refers to the report on internal control over financial reporting in their reissued audit report on the financial statements. However, this update did not require the need to dual date their audit report on the financial statements because such financial statements were not revised as a result of the revision to our assessment on the effectiveness of our internal control over financial reporting.

2. We also note that the Independent Registered Public Accounting Firm’s report on internal controls over financial reporting says it expressed an “unmodified” opinion on your financial statements. Please have your auditor revise its report in future filings, including any amendments to this filing, to clarify that its opinion on your financial statements was unqualified. Refer to AU 508.10.

Response: Our auditor has informed us that in situations where the audit has been performed under Canadian Auditing Standards ("CAS"), which are acceptable for an MJDS filer, as well as PCAOB standards, the CAS style of report is acceptable as AU 508 does not specifically prescribe the form of the report.   Furthermore, the definition of a “modified opinion” in the CASs encompasses three types of modifications, one of which is a qualified opinion (CAS 705.2).  As such, the reference to an “unmodified opinion” includes an “unqualified opinion" as considered under AU 508.10, and therefore, our auditor believes that the audit report is in compliance with the audit report requirements for an MJDS filer whose financial statements have been audited under both CAS and PCAOB standards.

Note 4 – Business Combinations, page 14

3. We note from page 16 that the fair market valuation of assets acquired and liabilities assumed in your acquisition of BAF Technologies, Inc. was based on the results of a valuation report issued by a third-party valuation firm. Please revise future filings to clarify the nature and extent of the third party valuation firm’s involvement and management´s reliance on the work of the valuation firm. Refer to Question 141.02 of the Compliance and Disclosure Interpretations on Securities Act Sections, which can be found at http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm.

Response:  For any future acquisitions that require disclosure in our Form 40-F, the Company will clearly acknowledge that it is responsible for the estimated fair values and will clarify the nature and extent of a third party valuation firm’s involvement and management’s reliance on the work of the valuation firm, if engaged.

Note 7 – Long-term investments, page 20

4. Given the significance of your investment in Cummins Westport Inc. for the years ended December 31, 2014, 2013 and 2012, respectively, please explain to us your decision not to include separate financial statements of the investee in this filing. We note that in your 2013 Form 40-F you furnished audited financial statements of Cummins Westport Inc. as of and for the years ended December 31, 2013 and December 31, 2012.

Response: The Company is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act (“MJDS”).  The MJDS is designed to facilitate cross-border public offerings of securities between the U.S. and Canada and allows eligible Canadian issuers to comply with U.S. continuous reporting requirements by filing their Canadian disclosure documents with the SEC.  There is no Canadian disclosure requirement to file separate financial statements of investments that are considered significant.

In the spirit of disclosing the Company’s investment in Cummins Westport Inc. the Company has historically provided disclosures that meets all of the disclosure requirements of FASB ASC 323 Investments-Equity Method and Joint Ventures.

In prior years our investment in Cummins Westport Inc. was consolidated however in 2011 it was determined that the investment should be accounted for under the equity method.  In 2011 the investment had a more material impact on our financial statements.  Given this, the company had determined that it would be appropriate to provide the separate financial statement of our investee.  As the materiality of our investment Cummins Westport Inc. relative to the company as a whole has been decreasing since 2011 we determined in 2014 that separate financial statements of the investee were no longer necessary to reasonably inform an investor and that the disclosure included within our financial statements was sufficient.

The Company did undertake an evaluation as to the significance of our equity method investees, in order to determine if separate financial statements pursuant to Rule 3-09 of Regulation S-X would be required if we were not filing pursuant to MJDS.  We determined that each investee failed both the first and third significant subsidiary tests described in Rule 1-02(w) of Regulation S-X for all financial statement periods presented in our 2014 Form 40-F (substituting 20% for 10%).   The last period in which Cummins Westport Inc. was considered significant under Rule 3-09 of Regulation S-X was for the year ended December 31, 2011.

As a result of being an MJDS filer, the Company has concluded that it is not required to file the financial statements of significant equity method investees and in consideration of the decreasing materiality of Cummins Westport Inc. to the consolidated results since 2011 has concluded that the separate financial statements of Cummins Westport Inc. are no longer necessary to reasonably inform investors about their interest in the equity method investee.

Note 19 - Income Taxes, page 41

5. We note your disclosure that you have not recognized a deferred tax liability related to undistributed earnings of certain foreign subsidiaries that are permanent in duration. Please tell us the amount of the undistributed earnings of foreign subsidiaries that are considered to be permanent in duration and tell us how you considered the need to provide the disclosures required by ASC 740-30-50-2.

Response: The amount of undistributed earnings in foreign subsidiaries which is permanent in duration is approximately $3 million USD.  The related unrecognized deferred tax liability relating to these earnings is approximately $100,000 USD which was considered immaterial for the year ended December 31, 2014.

For purposes of illustration, the following is an example of the disclosure that the Company hereby undertakes to include in its future filings, if the amounts are determined to be material to the users of the financial statements.

“Undistributed earnings of foreign subsidiaries that are indefinitely reinvested were $XX and $3 million USD as at December 31, 2015 and December 31, 2014, respectively.  The amount of the unrecognized deferred tax liability for temporary differences related to investments in foreign Subsidiaries of the Company that are essentially permanent in duration were $XX and $100,000 USD as of December 31, 2015 and 2014, respectively.”

Note 23 - Segmented information, page 47

6. Tell us how you considered the guidance in ASC 280-10-55-23 when concluding that your long-lived assets consist of property, plant and equipment, intangible assets and goodwill. That guidance indicates that the term Long-lived assets, as used in ASC 280-10-50-41, implies hard assets that cannot be readily removed, which would exclude intangibles.

Response:   Historically, we have presented geographical information for the Company’s long-lived assets to include property, plant and equipment, goodwill, and intangible assets, as reflected in our Form 40-F/A for the fiscal year ended December 31, 2014.  We acknowledge and concur with the Staff that the purpose of the disclosure is to provide information about risks and uncertainties in certain geographical areas, and that the guidance provided in FASB ASC 280-10-55-23 implies that only long-lived assets that are by nature difficult to move and relatively illiquid should be included in this disclosure.  The Company respectfully advises the Staff that approximately fifty percent of the Company’s foreign identifiable long-lived assets are intangible assets, including goodwill. Therefore, the Company believes that excluding such intangible assets from the disclosure would reduce its usefulness to the reader.

In response to the Staff’s comment, the Company will identify intangible assets as a separate line item in future filings, to allow the reader to distinguish between fixed assets and intangible assets. Below please find the allocation of identifiable long-lived assets among fixed assets and intangible assets by geography at the year ended December 31, 2014.

 Fixed Assets

 Intangible Assets

 (in thousands)

 (in thousands)

Italy

 9,084

 44,235

Netherlands

 3,729

 6,149

Canada

 24,410

 887

United States

 20,386

 -

Sweden

 208

 -

China

 6,329

 -

Australia

 1,018

 -

 65,164

 51,272

Less: equity investees' long lived assets

 7,030

 -

Total consolidated long-lived assets

 58,134

 51,272

This revised disclosure will be included in the Company’s future Exchange Act filings.

In connection with the Company’s responses to the comments of the Staff set forth herein, the Company acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the 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 federal securities laws of the United States.

Please contact me if you have any further comments or need additional information with respect to the filing. The Company’s future filings will reflect our indicated responses, as applicable.

Sincerely,

/s/ Ashoka Achuthan

Ashoka Achuthan

Chief Financial Officer

Westport Innovations Inc.

Mail Stop 3 030
September 3, 2015

Via email
Mr. David R. Demers
Chief Executive Officer
Westport Innovations Inc.
Suite 101, 1750 West 75th Avenue
Vancouver,
British Columbia, Canada V6P 6G2

Re: Westport Innovations Inc.
 Form 40 -F for the Fiscal Year Ended December 31, 2014
Filed March 9, 2015
Amendment No. 1 to Form 40 -F for the
  Fiscal Year Ended December 31, 2014
Filed July 23, 2015
File No. 001-34152

Dear Mr. Demers:

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.   In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please resp ond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Amendment No. 1 to Form 40 -F for the Fiscal Year ended December 31, 2014

Exhibit 99.2

Report of Independent Registered Public Accounting Firm

1. Please have your auditor explain to us how it considered the guidance in paragraph 89 of
PCAOB Auditing Standard No. 5 when dating its report on your financial statements, or
amend the filing to include a report that is dated to comply with that guidance.  In the
amendment, please provide corrected and updated auditor consents. Refer to General
Instructions D(9) of Form 40 -F.

Mr. David R. Demers
Westport Innovations Inc.
September 3, 2015
Page 2

 2. We also note that the Independent Registered Public Accounting Firm’s report on internal
controls over financial reporting says it e xpressed an “unmodified” opinion on your
financial statements.  Please have your auditor revise its report in future filings, including
any amendments to this filing, to clarify that its opinion on your financial statements was
unqualified.  Refer to AU 50 8.10.

Note 4 – Business Combinations, page 14

3. We note from page 16 that the fair market valuation of assets acquired and liabilities
assumed in your acquisition of BAF Technologies, Inc. was based on the results of a
valuation report issued by a third -party valuation firm.  Please revise future filings to
clarify the nature and extent of the third party valuation firm’s involvement and
management´s reliance on the work of the valuation firm.  Refer to Question 141.02 of
the Compliance and Disclosure Inter pretations on Securities Act Sections, which can be
found at http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm .

Note 7 – Long -term investments, page 20

4. Given the sig nificance of your investment in Cummins Westport Inc. for the years ended
December 31, 2014, 2013 and 2012, respectively, please explain to us your decision not
to include separate financial statements of the investee in this filing.  We note that in your
2013 Form 40 -F you furnished audited financial statements of Cummins Westport Inc. as
of and for the years ended December 31, 2013 and December 31, 2012.

Note 19 – Income Taxes, page 41

5. We note your disclosure that you have not recognized a deferred tax  liability related to
undistributed earnings of certain foreign subsidiaries that are permanent in duration.
Please tell us the amount of the undistributed earnings of foreign subsidiaries that are
considered to be permanent in duration and tell us how you  considered  the need to
provide the disclosures required by ASC 740 -30-50-2.

Note 23 - Segmented information, page 47

6. Tell us how you considered the guidance in ASC 280 -10-55-23 when concluding that
your long -lived assets consist of property, plant and equipment, intangible assets and
goodwill. That guidance indicates that the term Long -lived assets , as used in ASC 280 -
10-50-41, implies hard assets that cannot be readily removed, which would exclude
intangibles.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the S ecurities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures the y have made.

Mr. David R. Demers
Westport Innovations Inc.
September 3, 2015
Page 3

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in re sponse to staff comments do not foreclose
the 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 federal securities  laws of the United States.

You may  contact  Eric Atallah at (202)  551-3663,  or, Jay Webb, Senior  Accountant,  at
(202) 551 -3603 with any questions.  You may  also reach  me at (202) 551 -3662.

Sincerely,

 /s/ Jay Webb for

Kevin Kuhar
Accounting Branch Chief
        Office of Electronics and Machinery

June 6, 2013

Via E -mail
Mr. David R. Demers
Chief Executive Officer
Westport Innovations Inc.
Suite 101, 1750 West 75th Avenue
Vancouver, British Columbia, Canada  V6P 6G2

 Re: Westport Innovations Inc.
Form 40-F for the Year  Ended  December 31, 201 2
Filed March 8 , 201 3
  Form 40-F for the Nine Months Ended December 31, 2011
Filed March 1, 2012
File No.  1-34152

Dear Mr.  Demers :

We have completed our review of your filings.   We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proce eding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
infor mation the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Kevin L. Vaughn  for

        Martin James
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    westportcorr.htm

May 22, 2013

Mr. Martin James

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:          Westport Innovations Inc.

Form 40-F for the Fiscal Year Ended December 31, 2012

Filed March 8, 2013

File No. 1-34152

Dear Mr. James:

We are writing in response to your letter dated March 15, 2013 setting forth comments regarding our Form 40-F for the fiscal year ended December 31, 2012 (the “2012 Form 40-F”) of Westport Innovations Inc. (“Westport” or the “Company”), our first response letter dated April 1, 2013 and our subsequent telephone conversations on April 17, 2013 with the Staff.  In this response letter, we are providing clarification to our original response to comment 4 in our letter dated April 1, 2013.

Clarification of the CWI Accounting Determination Process initially included as Appendix B of our response letter dated April 1, 2013.

Based on the processes and internal controls in place and performed by Westport and the documented communication with its external auditors, KPMG was not a part of Westport’s internal process or its internal controls at any time. At all times, Westport’s communication and interaction with KPMG was consistent with the PCAOB’s Release No. 2005-009: Policy Statement Regarding Implementation of Auditing Standard No. 2, An Audit of Internal Control over Financial Reporting Performed in Conjunction with an Audit of Financial Statements (“Policy Statement”) and the SEC’s Staff Statement on Management’s Report on Internal Control over Financial Reporting (“Staff Statement”).

To provide further clarity, the following response describes in detail, the processes and internal controls that were in place and operating to provide reasonable assurance that a material misstatement of Westport’s financial statements would be detected or prevented in a timely basis both at the time of adoption of the new standard relating to Variable Interest Entities (“VIE”) and in subsequent periods.

In 2010, the Corporate Controller at the time researched and analyzed the new accounting standard relating to VIE accounting in relation to CWI and documented Westport’s interpretation of the accounting standards and the proposed accounting treatment.  Specifically, the Company considered whether (a) Westport’s interest in CWI represents a variable interest and (b) if it did, whether the Company was the primary beneficiary of this VIE.  In evaluating the proposed accounting treatment under the new standard, the Corporate Controller reviewed:

(a)

the VIE accounting standard in detail;

(b)

related published interpretations of the standard from Deloitte LLP and Ernst & Young LLP; and

(c)

the joint venture agreement.

In addition, the Corporate Controller interviewed /consulted with management of the joint venture in relation to understanding and evaluating the operational practices of CWI, key success factors, functions of the CWI Board of Directors, decision making processes, and involvement of Westport and Cummins Inc. in strategic initiatives.

Westport Innovations Inc.

May 22, 2013

Page 2

Based on the findings from this process, the Corporate Controller drafted an accounting memo that was reviewed by the CFO and also discussed with the Senior Vice-President of Strategic Development (previous Westport CFO). The memo analyzed the rationale for evaluating CWI as a VIE as well as reviewing both the qualitative and quantitative considerations in relation to the CWI joint venture agreement in order to evaluate the primary beneficiary determination. The determination of the primary beneficiary required an extensive understanding of CWI’s operations, decision making processes and involvement of the CWI Board of Directors and the ability of the CWI Board of Directors to exercise control.

The Company had concluded that the new accounting standard included both technical and judgmental considerations.  The Company recognized that the accounting treatment related to consolidation of VIEs is an area of complexity requiring significant professional judgment to interpret the application and weighting of complex technical rules and analysis of the qualitative and quantitative factors of the joint venture agreement within the context of the accounting standard.

As the application of the new standard was mainly focused on a balance of qualitative and quantitative factors that required a specific understanding of CWI’s operations and given the published analysis of the new standard that was available, Westport determined that formally engaging an outside party to assist in the technical evaluation of applying the new standard was not necessary in this circumstance.

As a result of these processes, Westport concluded that CWI was a VIE under the new standard, and the Company was the primary beneficiary.

Subsequent to Westport’s initial review and assessment, the accounting memo was sent to KPMG, the Company’s auditor, for review and feedback.  This review and feedback was consistent with the guidance in the Policy Statement including its statement that “where management makes its own informed decisions regarding how applicable accounting principles apply to its company’s circumstances, however, the auditor may discuss freely with management the meaning and significance of those principles.” As described above, Westport Management made its own informed decisions regarding how the applicable accounting principles for VIEs applied to CWI and then discussed with KPMG the meaning and significance of such principles. Westport Management and KPMG engaged in timely dialogue regarding the accounting standard and the appropriate accounting treatment for CWI and available auditing evidence.

During this process, Management discussed with KPMG its assessment of the factors relevant to the determination of the primary beneficiary, including the power to exercise control and direct activities that most significantly impact CWI’s economic performance, the obligation to absorb losses, and the review and assessment of reconsideration events as to the status as a VIE.  As previously stated, Westport made its own informed decisions regarding how the applicable accounting principles applied to these factors and the final determination as to the accounting used was performed by management.

We also note that the Staff Statement states that “as long as management, and not the auditor, makes the final determination as to the accounting used, including determination of estimates and assumptions, and the auditor does not design or implement accounting policies, such auditor involvement is appropriate and is not of itself indicative of a deficiency in the registrant's internal control over financial reporting.” Westport Management made the final determination as to the accounting used and KPMG did not design, draft or implement its accounting policies.

Westport followed its internal control processes designed and expected by a reasonably qualified professional with technical accounting knowledge and experience in the application of U.S. GAAP as described above in determining the accounting treatment of assessing whether CWI met the definition of a VIE and the determination of the primary beneficiary at the time of adoption of the new standard.  A conclusion was reached when Westport adopted ASU 2009-17 for the interim period commencing April 1, 2010.  In 2012, Westport reconsidered all of the factors relevant to that conclusion in response to a comment letter by the SEC Staff, and Westport reached a different conclusion in 2012.

Suite 101 – 1750 West 75th Avenue  ::  Vancouver, B.C.  ::  Canada  V6P 6G2  ::  t: 604-718-2000  f: 604-718-2001  ::  www.westport.com

Westport Innovations Inc.

May 22, 2013

Page 3

Management recognizes that a material misstatement of Westport’s previously filed financial statements was not detected or prevented and an error resulted in the determination of the primary beneficiary of CWI as a result of interpretation of the guidance. In conclusion, as result of the error, a failure in design of the ICFR occurred as the error was not detected or prevented in a timely basis.

In addition, subsequent to our original filing, we have identified certain reclassifications that we have concluded are necessary to ensure the U.S. GAAP disclosures and presentations in our amended filing are materially consistent with U.S. GAAP.  These include reclassifications of foreign exchange loss (gain) to income from investment accounted for by the equity method for the nine month period ended December 31, 2011 and the year ended March 31, 2011 to ensure consistency to other presentations of CWI equity income in the filing, deferred income taxes from non-current to current for balances as at December 31, 2011, and within the segmented information note related to long-lived assets information allocated by geographic areas as at December 31, 2012 and December 31, 2011.  We have also identified that the disclosure of consolidated pro forma revenue in the financial statement notes needs to be adjusted to remove CWI revenue for the nine month period ended December 31, 2011 and the year ended March 31, 2011. We propose to amend these disclosures as well as certain less significant typographical inconsistencies we have identified in our filing.

As a result, and on the basis of the specific facts and circumstances presented, the analysis performed and the reclassifications identified, we have determined that we had a material weakness in internal control over financial reporting at December 31, 2012 resulting from the Company not employing accounting staff with an appropriate level of technical accounting knowledge, experience and training in the application of recognition, measurement and disclosure of U.S. GAAP and experience with regulatory requirements.

We intend to update our previous filings for these reclassifications, filed disclosures and conclusions described in Management’s Report on Internal Control Over Financial Reporting and to indicate that our CEO and CFO have concluded that our disclosure control and procedures were not effective as of December 31, 2012.

Please do not hesitate to contact the undersigned or Ric Leong, Westport’s Corporate Controller, at 604-718-1600 or RLeong@westport.com, if you should have any questions or concerns.

Sincerely,

/s/ William Larkin

William Larkin

Chief Financial Officer

Westport Innovations Inc.

cc:           Gary Newberry

Kate Tillan

(U.S. Securities and Exchange Commission)

Eva Davis

(Kirkland & Ellis LLP)

Anthony Lindsay

(KPMG LLP)

David R. Demers

(Westport Innovations Inc.)

Suite 101 – 1750 West 75th Avenue  ::  Vancouver, B.C.  ::  Canada  V6P 6G2  ::  t: 604-718-2000  f: 604-718-2001  ::  www.westport.com

CORRESP
1
filename1.htm

    westportcorresp.htm

April 1, 2013

Mr. Martin James

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:          Westport Innovations Inc.

Form 40-F for the Fiscal Year Ended December 31, 2012

Filed March 8, 2013

File No. 1-34152

Dear Mr. James:

We are writing in response to your letter dated March 15, 2013 setting forth comments regarding our Form 40-F for the fiscal year ended December 31, 2012 (the “2012 Form 40-F”) of Westport Innovations Inc. (“Westport” or the “Company”), and our subsequent telephone conversations on March 21 and 22, 2013 with the Staff.  We have set forth below our responses to the Staff’s comments.

To facilitate your consideration of Westport’s responses, we have included below the comments and have provided Westport’s responses immediately following.

Form 40-F for the Fiscal Year Ended December 31, 2012

Exhibit 99.2 Consolidated Financial Statements

1.

Given the significance of your investment in CWI for the nine months ended December 31, 2011, please amend the Form 40-F to include CWI’s separate financial statements for all the periods presented in your financial statements.  Please ensure that the financial statements as of and for the nine months ended December 31, 2011, are audited.

Response:

In response to the Staff’s comment 1, Westport intends to file an amendment to its Form 40-F for the fiscal year ended December 31, 2012 (the “2012 Form 40-F/A”) to include audited financial statements of Cummins Westport Inc. (“CWI”) as an exhibit.  CWI’s audited financial statements, which have been audited in accordance with Canadian generally accepted auditing standards, will be presented as at and for the years ended December 31, 2012 and December 31, 2011 and as at and for the years ended December 31, 2011 and December 31, 2010.

As CWI’s fiscal periods are based on the calendar year, its audited financial statements for the year ended December 31, 2011 will not be comparable with Westport’s financial statements for the nine months ended December 31, 2011 and the twelve months ended March 31, 2011.

Westport Innovations Inc.

April 1, 2013

Page 2

Note 2.  Significant Accounting Policies

Basis of Presentation, page 7

2.

We note your statement that presenting CWI under the equity method is more appropriate.  This statement suggests that your revised accounting was a choice between two acceptable methods of accounting for your interest in CWI.  Under FASB ASC 810-10, you are not permitted to consolidate CWI unless you are the primary beneficiary. Since you have determined that there is no primary beneficiary, you may not consolidate your interest in CWI and this is not a choice among acceptable accounting alternatives.  Please revise your disclosure here and on page 1 of Exhibit 99.3 to clarify.

Response:

Westport intends to revise the statement in “note 2(a). Significant account policies: Basis of presentation:” in Exhibit 99.2 and on page 1 of Exhibit 99.3 to the 2012 Form 40-F/A as follows:

“Based on the Company’s ongoing review and adoption of the applicable accounting guidance in ASU 2009-17 and related interpretations, the Company concluded that CWI should be accounted for under the equity method because CWI continues to be a VIE but there is no primary beneficiary.”

3.

Further, please amend to include all of the disclosures required by FASB ASC 250-10-50, including the effect of the correction on each financial statement line item and any per-share amounts affected for each prior period presented.

Response:

In the 2012 Form 40-F, we included the following disclosure in “note 2(a). Significant accounting policies: Basis of presentation”:

“This restatement did not affect the reported amounts of net loss attributable to the Company, loss per share or shareholders’ equity but has impacted certain amounts disclosed.  The Company’s interest in the net assets of CWI is now presented net on a single line in other long term investments on the balance sheet and the Company’s share of net earnings of CWI is reflected in income from investments accounted for by the equity method on statement of operations. The assets, liabilities, revenues and expenses of CWI previously included on the balance sheet and statement of operations on a line by line basis are summarized in note 7(b).  There was no cumulative effect from adoption of ASU 2009-17 at April 1, 2010.”

In the 2012 Form 40-F, we included the following disclosure, together with CWI’s balance sheet information as at December 31, 2012 and 2011 and CWI’s statement of operations information for the year ended December 31, 2012, the nine months ended December 31, 2011 and the year ended March 31, 2011, in “note 7(b). Long-term investments: Cummins Westport Inc.”:

“Assets, liabilities, revenue and expenses of CWI as of and for the periods presented are as follows (amounts as at December 31, 2011 and for the nine months ended December 31, 2011 and the year ended March 31, 2011 had previously been consolidated and in 2012 have been retrospectively deconsolidated as described in note 2(a)):”

In response to the Staff’s comment 3, Westport intends to include “note 26. Restatement of previously issued financial statements:” in Exhibit 99.2 to the 2012 Form 40-F/A to disclose the effect of the correction on each financial statement line item in the previously issued financial statements as at December 31, 2011 and for the nine months ended December 31, 2011 and the year ended March 31, 2011, in tabular format.

We have included the disclosure we propose to include in Exhibit 99.2 to the 2012 Form 40-F/A in Appendix A to this letter.

Suite 101 – 1750 West 75th Avenue  ::  Vancouver, B.C.  ::  Canada  V6P 6G2  ::  t: 604-718-2000  f: 604-718-2001  ::  www.westport.com

Exhibit 99.3 Management’s Discussion and Analysis

4.

In light of the company’s restatement, please explain management’s conclusion that both disclosure controls and procedures and internal control over financial reporting were nonetheless effective as of December 31, 2012.  Include a discussion of your analysis related to possible material weaknesses associated with the correction of the error in your accounting for your investment in CWI.

Response:

Management’s conclusion that both disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”) were nonetheless effective as of December 31, 2012 was due to management’s conclusion that no material weakness existed as of December 31, 2012.  Management evaluated and assessed the rebuttable position that there would be a material weakness in light of the restatement of the consolidated financial statements as at December 31, 2011 and for the nine months ended December 31, 2011 and the year ended March 31, 2011.  Management concluded that there was no material weakness because (1) the restatement did not affect the reported amounts of net loss attributable to the Company, loss per share or shareholders’ equity, (2) Westport has effective processes and controls for determining accounting over complex technical areas, (3) Westport’s ICFR were designed and operating effectively to provide reasonable assurance that a material misstatement of Westport’s financial statements would be detected or prevented in a timely basis and (4) there was no failure in the design or operation of Westport’s ICFR, and Westport would not change the ICFR in any way that would have detected or prevented this restatement.

We have included a memorandum that describes management’s evaluation and assessment of the effectiveness of DC&P and IFCR as of December 31, 2012 in Appendix B to this letter.

Please do not hesitate to contact the undersigned or Ric Leong, Westport’s Corporate Controller, at 604-718-1600 or RLeong@westport.com, if you should have any questions or concerns.

Sincerely,

/s/ William Larkin

William Larkin

Chief Financial Officer

Westport Innovations Inc.

cc:           Gary Newberry

Kate Tillan

(U.S. Securities and Exchange Commission)

Eva Davis

(Kirkland & Ellis LLP)

Anthony Lindsay

(KPMG LLP)

David R. Demers

(Westport Innovations Inc.)

Suite 101 – 1750 West 75th Avenue  ::  Vancouver, B.C.  ::  Canada  V6P 6G2  ::  t: 604-718-2000  f: 604-718-2001  ::  www.westport.com

Westport Innovations Inc.

April 1, 2013

Page 4

APPENDIX A

26. Restatement of previously issued financial statements:

The following tables present the impact to the previously issued financial statements as at December 31, 2011 and for the nine months ended December 31, 2011 and the year ended March 31, 2011 of the restatement described in note 2(a):

 Consolidated Balance Sheet

 (Expressed in thousands of United States dollars, except share and per share amounts)

Effect on Consolidated Statement of Financial

December 31, 2011

December 31, 2011

Position:

As previously

(Restated

reported

Correction

note 2(a))

Assets

Current assets:

    Cash and cash equivalents

$
70,298

$
(7,013
)

$
63,285

    Short-term investments

15,379

(11,105
)

4,274

    Accounts receivable

55,423

(4,501
)

50,922

    Loan receivable

19,409

(19,409
)

-

    Inventories

37,057

(31
)

37,026

    Prepaid expenses

6,551

(89
)

6,462

    Current portion of deferred income tax assets

6,447

(6,432
)

15

    Other current assets

2,034

-

2,034

212,598

(48,580
)

164,018

8,369

26,307

Long-term investments

17,938

Other assets

1,994

-

1,994

Property, plant and equipment

36,243

(835
)

35,408

Intangible assets

36,582

-

36,582

Deferred income tax assets

5,075

(4,142
)

933

Goodwill

55,814

-

55,814

$
356,675

$
(35,619
)

$
321,056

Liabilities and Shareholders’ Equity

Current liabilities:

    Accounts payable and accrued liabilities

$
55,807

$
(6,556
)

$
49,251

    Deferred revenue

3,146

(2,668
)

478

    Loan payable

-

19,409

19,409

    Current portion of long-term debt

20,568

-

20,568

    Current portion of warranty liability

12,978

(11,791
)

1,187

92,499

(1,606
)

90,893

Warranty liability

11,253

(8,039
)

3,214

Long-term debt

65,577

-

65,577

Deferred revenue

10,327

(7,451
)

2,876

Deferred income tax liabilities

3,446

-

3,446

Other long-term liabilities

3,104

(644
)

2,460

186,206

(17,740
)

168,466

Shareholders’ equity:

    Share capital

459,866

-

459,866

    Other equity instruments

6,112

-

6,112

    Additional paid in capital

4,499

-

4,499

    Accumulated deficit

(331,158
)

-

(331,158
)

    Accumulated other comprehensive income

13,271

-

13,271

152,590

-

152,590

Joint venture partners’ share of net assets of joint ventures

17,879

(17,879
)

-

170,469

(17,879
)

152,590

$
356,675

$
(35,619
)

$
321,056

Suite 101 – 1750 West 75th Avenue  ::  Vancouver, B.C.  ::  Canada  V6P 6G2  ::  t: 604-718-2000  f: 604-718-2001  ::  www.westport.com

Westport Innovations Inc.

April 1, 2013

Page 5

 Consolidated Statements of Operations

(Expressed in thousands of United States dollars, except share and per share amounts)

Effect on Consolidated Statements of Operations:

For the Nine months ended December 31, 2011

As previously

(Restated -

reported

Correction

note 2(a))

Product revenue

$
189,682

$
(114,518
)

$
75,164

Parts revenue

26,677

(24,326
)

2,351

Service and other revenue

10,181

-

10,181

226,540

(138,844
)

87,696

Cost of revenue and expenses:

    Cost of product and parts revenue

145,930

(78,837
)

67,093

    Research and development

43,294

(6,720
)

36,574

    General and administrative

23,534

(796
)

22,738

    Sales and marketing

24,961

(9,659
)

15,302

    Foreign exchange loss (gain)

(2,036
)

(17
)

(2,053
)

    Depreciation and amortization

6,280

(80
)

6,200

    Bank charges, interest and other

1,206

(289
)

917

243,169

(96,398
)

146,771

Loss before undernoted

(16,629
)

(42,446
)

(59,075
)

Income from investment accounted for by the equity method

1,500

12,958

14,458

Interest on long-term debt and amortization of discount

(2,998
)

-

(2,998
)

Interest and other income

958

(297
)

661

Loss before income taxes

(17,169
)

(29,785
)

(46,954
)

Income tax recovery (expense):

    Current

(19,630
)

18,602

(1,028
)

    Deferred

3,963

(1,775
)

2,188

(15,667
)

16,827

1,160

Net loss for the period

$
(32,836
)

$
(12,958
)

$
(45,794
)

Net income (loss) attributed to:

    Joint venture partners

12,958

(12,958
)

-

    The Company

(45,794
)

-

(45,794
)

Loss per share:

    Basic and diluted

$
(0.96
)

$
-

$
(0.96
)

Weighted average common shares outstanding:

    Basic and diluted

47,933,348

47,933,348

Suite 101 – 1750 West 75th Avenue  ::  Vancouver, B.C.  ::  Canada  V6P 6G2  ::  t: 604-718-2000  f: 604-718-2001  ::  www.westport.com

Westport Innovations Inc.

April 1, 2013

Page 6

Consolidated Statements of Comprehensive Income

(Expressed in thousands of United States dollars)

Effect on Consolidated Statement Comprehensive

Income (Loss):

For the Nine months ended December 31, 2011

As previously

(Restated -

reported

Correction

note 2(a))

Loss for the period

$
(32,836
)

$
(12,958
)

$
(45,794
)

Other comprehensive loss:

    Cumulative translation adjustment

(12,370
)

-

(12,370
)

Comprehensive loss

$
(45,206
)

$
(12,958
)

$
(58,164
)

Comprehensive income (loss) attributable to:

    Joint venture partners

12,958

(12,958
)

-

    The Company

(58,164
)

-

(58,164
)

Suite 101 – 1750 West 75th Avenue  ::  Vancouver, B.C.  ::  Canada  V6P 6G2  ::  t: 604-718-2000  f: 604-718-2001  ::  www.westport.com

Westport Innovations Inc.

April 1, 2013

Page 7

 Consolidated Statements of Operations

(Expressed in thousands of United States dollars, except share and per share amounts)

Effect on Consolidated Statements of Operations:

For the Year ended March 31, 2011

As previously

(Restated -

reported

Correction

note 2(a))

Product revenue

$
110,475

$
(84,612
)

$
25,863

Parts revenue

29,459

(26,675
)

2,784

Service and other revenue

8,128

-

8,128

148,062

(111,287
)

36,775

Cost of revenue and expenses:

    Cost of product and parts revenue

90,982

(66,989
)

23,993

    Research and development

34,663

(10,043
)

24,620

    General and administrative

16,211

(1,181
)

15,030

    Sales and marketing

21,660

(7,675
)

13,985

    Foreign exchange loss (gain)

3,877

(588
)

3,289

    Depreciation and amortization

3,455

(80
)

3,375

    Bank charges, interest and other

665

(219
)

446

171,513

(86,775
)

84,738

Loss before undernoted

(23,451
)

(24,512
)

(47,963
)

Income from investment accounted for by the equity method

842

7,785

8,627

Interest on long-term debt and amortization of discount

(3,323
)

-

(3,323
)

Interest and other income

1,222

(284
)

938

Loss before income taxes

(24,710
)

(17,011
)

(41,721
)

Income tax recovery (expense):

    Current

(8,886
)

8,954

68

    Deferred

(761
)

272

(489
)

(9,647
)

9,226

(421
)

Net loss for the period

$
(34,357
)

$
(7,785
)

$
(42,142
)

Net income (loss) attributed to:

    Joint venture partners

7,785

(7,785
)

-

    The Company

(42,142
)

-

(42,142
)

Loss per share:

    Basic and diluted

$
(1.00
)

$
-

$
(1.00
)

Weighted average common shares outstanding:

    Basic and diluted

42,305,889

42,305,889

Suite 101 – 1750 West 75th Avenue  ::  Vancouver, B.C.  ::  Canada  V6P 6G2  ::  t: 604-718-2000  f: 604-718-2001  ::  www.westport.com

Westport Innovations Inc.

April 1, 2013

Page 8

Consolidated Statements of Comprehensive Income

(Expressed in thousands of United States dollars)

Effect on Consolidated Statement Comprehensive

For the Year ended March 31, 2011

Income (Loss):

As previously

(Restated -

reported

Correction

note 2(a))

Loss for the period

$
(34,357
)

$
(7,785
)

$
(42,142
)

Other comprehensive income:

    Cumulative transl

March 15 , 2013

Via E -mail
Mr. David R. Demers
Chief Executive Officer
Westport Innovations Inc.
Suite 101, 1750 West 75th Avenue
Vancouver, British Columbia, Canada  V6P 6G2

 Re: Westport Innovations Inc.
Form 40-F for the Fiscal Year  Ended  December 31, 201 2
Filed March 8 , 201 3
  File No.  1-34152

Dear Mr.  Demers :

We have reviewed your letters dated February 13, 2013, February 26, 2013 and March 4,
2013 and filing and have the following comments.   We have limited our review to only your
financial statements and related disclosures and do not intend to expand our review to other
portions of your documents.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us  when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and t he information you provide in
response to these comments, we may have  additional comments.

Form 40 -F for the Fiscal Year Ended December 31, 2012

Exhibit 99.2 Consolidated Financial Statements

1. Given the significance of your investment in CWI for the ni ne months ended December
31, 2011, please amend the Form 40 -F to include CWI’s separate financial statements for
all of the periods presented in your financial statements.  Please ensure that the financial
statements as of and for the nine months ended Dec ember 31, 2011, are audited.

Mr. David R. Demers
Westport Innovations Inc.
March 15 , 2013
Page 2

 Note 2.  Significant Accounting Policies

(a) Basis of Presentation, page 7

2. We note your statement that presenting CWI under the equity method is more
appropriate .  This statement suggests that your revised accounting was t he choice
between two acceptable methods of accounting for your interest in CWI.  Under FASB
ASC 810 -10, you are not permitted to consolidate CWI unless you are the primary
beneficiary.  Since you have determined that there is no primary beneficiary, you m ay not
consolidate your interest in CWI and this is not a choice among acceptable accounting
alternatives.  Please revise your disclosure here and on page 1 of Exhibit 99.3 to clarify.

3. Further, please amend to include all of the disc losures required by FASB ASC 250 -10-
50, including t he effect of the correction on each financial statement line item and any
per-share amounts affected for each prior period presented.

Exhibit 99.3 Management’s Discussion and Analysis

Disclosure Controls and Procedures and Internal Control Over Financial Reporting, page 16

4. In light of the company’s restatement, please explain management’s conclusion that both
disclosure controls and procedures and internal control over financial report ing were
nonetheless effective as of December 31, 2012.  Include a discussion of your analysis
related to possible material weaknesses associated with the correction of the error in your
accounting for your investment in CWI.

 You may contact Gary Newberry, Staff Accountant, at (202) 551 -3761 or Kate Tillan ,
Assistant Chief  Accountant, at (202) 551 -3604 if you have questions regarding these comments.
In this regard, do not hesitate to contact me at (202) 551 -3671.

        Sincerely,

        /s/ Kate Tillan for

        Martin James
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    westportcorresp.htm

March 4, 2013

Mr. Martin James

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:           Westport Innovations Inc.

Amendment No. 2 to Form 40-F for

the Nine months Ended December 31, 2011

Filed October 29, 2012

File No. 1-34152

Dear Mr. James:

We are writing in response to your letter dated January 31, 2013 setting forth comments regarding our Amendment No. 2 to Form 40-F for the nine months ended December 31, 2011 (the “2011 Form 40-F/A”) of Westport Innovations Inc. (“Westport” or the “Company”), our response letters dated February 26, 2013, February 13, 2013, January 3, 2013, December 19, 2012, October 29, 2012 and September 25, 2012, and our subsequent telephone conversation on February 6, 2013 and follow up calls on February 21, 26 and 27, 2013 with the Staff.  We have set forth below our further response to the Staff’s comments.

Amendment No. 2 to Form 40-F for the Nine Months Ended December 31, 2011

Exhibit 99.2

Note 21.  Investment in Joint Ventures, page 37

(a) Cummins Westport Inc., page 37

Pursuant to discussions with the Staff, the Company has performed a subsequent analysis and reevaluation of its determination of the primary beneficiary of Cummins Westport Inc. (“CWI”).  In performing this analysis, we had discussions with our external auditors including its SEC Filing Review Partner and technical specialists in its National Department of Professional Practice, various Westport’s Executive Officers and the Audit Committee Chairman.  Reinhard Dotzlaw, KPMG’s Canadian National Managing Partner - Audit Professional Practice and Gale Kelly, the Canadian firm’s subject matter expert on Variable Interest Entities and the application of US GAAP in this area have reviewed this letter and the conclusions. As part of their deliberations, they have discussed certain technical matters with subject matter experts in KPMG’s Department of Professional Practice in New York.  KPMG is available to discuss if Staff have any questions on their internal process.  After further consideration and our analysis we have concluded that Westport is not CWI’s primary beneficiary and Westport should no longer consolidate CWI in its consolidated financial statements.  Westport has concluded that the presentation of CWI under the equity method is the appropriate application of US GAAP.

As part of our current analysis, we have reviewed additional published interpretations, including Staff’s views at various AICPA Conferences, given further consideration to the guidance in ASU 2009-17, including transition guidance, other guidance available in Financial Accounting Standards Board Accounting Standards Codification 810 “Consolidation”, and considered the implications for this analysis of the rights provided to the shareholders and Board of Directors of CWI in its governing documents.  Our current analysis included additional reconsideration of whether Westport holds the “power to direct the activities of a variable interest entity (“VIE”) that most significantly impact the VIE’s economic performance” as required for a primary beneficiary under ASC 810-10-25-38A and whether such power can be exercised unilaterally by Westport.  In our analysis we considered the guidance in ASC 810-10-25-38D, the areas of shared power by CWI’s Board of Directors and ASC 810-10-25-38B, where a reporting entity does not have to exercise its power in order to have power to direct the activities of a VIE.

Westport Innovations Inc.

March 4, 2013

Page 2

To assess power, as set out in our previous responses, we identified those activities that most significantly impact the CWI’s economic performance based upon the purpose and design of CWI.  Power may be exercised through the voting rights of the shareholders, the Board of Directors (on behalf of the shareholders), through management or other arrangements.  The evaluation of power requires an analysis of any ongoing activities and which party or parties have power over those activities.  The evaluation of power requires an analysis of the entity’s governing documents.  As part of our consideration, we assessed power as it applies at the level of activities directed by management as well as activities and rights at the Board of Directors level.

As set out in our previous responses, CWI’s Board of Directors requires unanimous approval of a number of decisions, including annual operating plans and budgets, distribution policies, and changes to organizational structure.  Based on our reevaluation of the guidance in ASC 810-10-25-38D, we have concluded that power is shared between two, unrelated parties, Westport and Cummins, having together the power to direct the activities of CWI that most significantly impact its economic performance, and neither party is the primary beneficiary.

We further note that when the parties sharing power cannot come to an agreement on a decision relative to the VIE’s activities (commonly referred to as deadlock provisions) and no one party is able to overcome the deadlock, power is shared.  As we noted in our response letter dated February 26, 2013, the 2nd Amended and Restated JVA provides that if there are any disagreements or deadlocks between Westport and Cummins that cannot be resolved or negotiated amongst the CWI Board of Directors, the unresolved issue will be brought to mediation as detailed in the 2nd Amended and Restated JVA Article 14.12 Mediation; Consent to Jurisdiction.

We have previously concluded and we do now reconfirm that the shareholders of CWI are not related parties, and we also have concluded that no de facto agency relationship exists between the parties.

As noted in the governing documents, the business and affairs of CWI are managed, and all corporate powers are, or can be, exercised, by or under the direction of the Board of Directors in accordance with the provisions of the 2nd Amended and Restated JVA, the By-Laws and the laws of the State of Delaware, the most significant governing decisions of which require unanimous approval.  For the Staff’s information, we have included in Appendix A is a list of actions requiring “Unanimous Approval for Certain Actions by the Board of Directors” that is included in the 2nd Amended and Restated JVA.

We have identified the following activities requiring unanimous approval by the Board of Directors that most significantly impact CWI’s economic performance:

•

The establishment, approval or modification of the annual operating plan or five year strategic plan of CWI

•

The appointment or removal of an officer of CWI (including without limitation, the chief engineer and the head of sales), other than in respect of the appointment of the President or the Financial Controller, which shall be determined as provided in Section 6.2 (1) or 12.2(c) (2), as applicable;

•

Compensation from CWI to be received by (i) any officer of CWI, or (ii) any employee of CWI whose annual base salary from CWI exceeds, or would exceed by reason of a contemplated increase, $150,000 or such amount as may from time to time be fixed by the Board of Directors (3);

•

Any material change in the nature or scope of the SI Business (4), including commencement of any new line of business.

(1) Included in Appendix B is Article 6 from the 2nd Amended and Restated JVA

Senior Officers section of Officers and Employees defines the term of Office for the President and Financial

Controller and the process and right to nominate the President or Financial Controller.

(2) Included in Appendix C is Article 12 from the 2nd Amended and Restated JVA

Effect of Election to Continue this Agreement sets out the process in the event that Westport experiences a

Change of Control, with respect to the President shall cease to govern and the Cummins Nominating Committee shall have the immediate and ongoing right to nominate and elect the President...

(3) Compensation - A seconded employee’s compensation is set by his or her Parent company as well as all

employee related benefits (e.g., health care, retirement benefit plans, etc.), and these costs are allocated from the Parent companies to the JV. Prior to the 2nd Amended JVA, compensation, other than the President’s, was never approved by the Board though it had the right to approve / veto.   Under the 2nd Amended JVA, CWI employee compensation of $150,000 or more requires approval by the Board.  Regardless of the Board’s decision to approve or veto the amount of an individual’s compensation in excess of $150,000 to be allocated to the JV, the employee will continue to receive his or her compensation, with the unallocated amount paid by the employee’s Parent company. Also, we are not aware of any compensation adjustment that did not receive approval from the Board.

(4) SI Business - defined as the Spark Ignited (“SI”) Business associated with the sale, marketing and development of SI

Natural Gas or propane Products based on Cummins 5.9 liter through 11.9 liter engines, as well as the sale and marketing of the Products in each case, within the Market;

Suite 101 – 1750 West 75th Avenue  ::  Vancouver, B.C.  ::  Canada  V6P 6G2  ::  t: 604-718-2000  f: 604-718-2001  ::  www.westport.com

Westport Innovations Inc.

March 4, 2013

Page 3

As noted in our response letter dated February 26, 2013, we have asserted that it is the management of CWI that manages the day-to-day operations of CWI, and it is the management team that directs the activities that most significantly impact CWI’s economic performance; however, we must take into consideration that the Board of Directors has these rights to approve or veto activities that most significantly impact CWI’s economic performance, regardless of the Board choosing to exercise these rights, and in accordance with ASC 810-10-25-38B, we must consider that a reporting entity does not have to exercise its power in order to have power to direct the activities of a VIE.

In circumstances, where decision-making over certain activities may rest with the Board of Directors, while decision-making over other activities may rest with management, it may be challenging to assess whether the Board of Directors or management has the power over CWI.  In making this assessment, relevant considerations include:

•

The level of detail set forth in the operating budget (greater detail may suggest that power rests with the Board of Directors);

•

The frequency and manner in which a comparison of the budget to actual results is reviewed by the Board of Directors (greater frequency and rigor in the review process may suggest that power rests with the Board of Directors);

•

The ability for the budget to be changed. (The ability for the Board of Directors to make changes to the budget may suggest that power rests with the Board of Directors and may suggest that activities of management are constrained by the budgeting process);

•

The manner in which the budget is prepared and reviewed.  (If the Board of Directors has significant involvement in the budgetary preparation and approval process, it may be more likely that power over operating decisions rests with the Board of Directors).

In determining if the decision-making over the activities that most significantly impact CWI’s economic performance rests with the Board of Directors or Management, Westport has made the assessment including the considerations above, concluding that the detailed level of the budget preparation prepared by Management, that includes details for market opportunities, revenue and volume targets, revenue bridge and key assumptions, quarterly review comparison of budget to actual results, review of updated forecasts and unanimous approval of the Board of Directors over the establishment, approval or modification of the annual operating plan or five year strategic plan of CWI as set forth in the governing documents suggest that power rests with CWI’s Board of Directors.  Based on the facts and circumstances and application of published interpretations, Westport concludes that CWI’s Board of Directors has the ability to make and direct the most significant decisions of CWI.

Careful evaluation of the facts and circumstances illustrate that CWI’s Board of Directors has power over the operating decisions as set forth in the governing documents; therefore, neither shareholder would have power over CWI.  As decision-making at the Board of Directors requires unanimous approval and is shared, power is shared.

Suite 101 – 1750 West 75th Avenue  ::  Vancouver, B.C.  ::  Canada  V6P 6G2  ::  t: 604-718-2000  f: 604-718-2001  ::  www.westport.com

Westport Innovations Inc.

March 4, 2013

Page 4

Cummins and Westport each own 50% of the common shares of CWI, and Westport and Cummins have equal representation on the Board of Directors.  No one shareholder has the unilateral power to govern CWI.  In this regard, we have concluded that our assessment needs to be made based on the ability to exercise power over those activities that most significantly impact CWI’s economic performance and not based on practicably how such decision making is being made on a daily basis by management.  As a result of the further evaluation documented above, we have also concluded that these shared rights for the Board of Director’s decision making and its implications for CWI’s governance structure overcome all other indicators of whether either party meets the criteria in ASC 810-10-25-38A - G to be identified as the primary beneficiary.

As a result, and on the basis of the specified facts and circumstances presented and the analysis performed, we have concluded that Westport should not be identified as CWI’s primary beneficiary as the governing documents do not provide Westport with the unilateral power to direct the activities of CWI that most significantly impact CWI’s economic performance.  Such power is shared between CWI’s shareholders as a result of the rights provided under its governing documents.

In our previously filed 2011 Form 40-F/A and the interim financial statements in fiscal 2012 and 2011, Westport had identified CWI as a VIE and Westport’s interest therein as being that of the primary beneficiary upon adoption of ASU 2009-17 effective April 1, 2010.  As indicated above, Westport has concluded that the presentation of CWI under the equity method is the appropriate application of US GAAP.

Commencing with the Form 40-F for the year ended December 31, 2012 (the “2012 Form 40-F”), Westport will record the results of CWI using the equity method and will adjust the financial statements for the annual comparative periods contained in the 2012 Form 40-F to reflect its interest in CWI on a similar basis.  Westport will record results of CWI using the equity method for the fiscal 2012 quarters when these periods are presented on a comparative basis in future quarterly filings for fiscal 2013. While the Staff has not requested the Company to further comment on the issue as to whether CWI is, in fact, a VIE we note that if it were not, Westport’s interest would similarly be accounted for by the equity method as a consequence of the shared powers between the parties.

Please do not hesitate to contact the undersigned or Ric Leong, Westport’s Corporate Controller, at 604-718-1600 or RLeong@westport.com, if you should have any questions or concerns.

Sincerely,

/s/ William Larkin

William Larkin

Chief Financial Officer

Westport Innovations Inc.

cc:           Gary Newberry

Kate Tillan

(U.S. Securities and Exchange Commission)

Eva Davis

(Kirkland & Ellis LLP)

Anthony Lindsay

(KPMG LLP)

David R. Demers

(Westport Innovations Inc.)

Suite 101 – 1750 West 75th Avenue  ::  Vancouver, B.C.  ::  Canada  V6P 6G2  ::  t: 604-718-2000  f: 604-718-2001  ::  www.westport.com

Westport Innovations Inc.

March 4, 2013

Page 5

APPENDIX A

Unanimous

CORRESP
1
filename1.htm

    westportcorresp.htm

February 26, 2013

FOIA CONFIDENTIAL TREATMENT REQUEST

Mr. Martin James

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:          Westport Innovations Inc.

Amendment No. 2 to Form 40-F for

the Nine months Ended December 31, 2011

Filed October 29, 2012

File No. 1-34152

Dear Mr. James:

I am writing in response to your letter dated January 31, 2013 setting forth comments regarding our Amendment No. 2 to Form 40-F for the nine months ended December 31, 2011 (the “2011 Form 40-F/A”) of Westport Innovations Inc. (“Westport” or the “Company”) and our response letters dated February 13, 2013, January 3, 2013, December 19, 2012, October 29, 2012 and September 25, 2012.

Based on our telephone conversation on February 6, 2013 and follow up call on February 21, 2013, set forth below are our responses to comments 2 to comments 6.

To facilitate your consideration of Westport’s response, we have included below the comments and have provided Westport’s response immediately following.

Amendment No. 2 to Form 40-F for the Nine Months Ended December 31, 2011

Exhibit 99.2

Note 21.  Investment in Joint Ventures, page 37

(a) Cummins Westport Inc., page 37

2.

Further to your response to comment 4 in your December 19, 2012 letter, please further explain why you believe that Westport has the “authority to direct” the activities of CWI that most significantly impact CWI’s economic performance. In this regard, discuss the source of your authority and whether it is pursuant to the joint venture agreement or just a business practice.

Response:

Westport has the authority to direct the most significant activities of CWI relating to its economic performance, principally in the areas of product management and sales and marketing.

Product Management. Westport made significant investments required in the development of the spark ignited technology and intellectual property (“IP”) that generated the main platforms that drive CWI’s business today. The First Amended and Restated JVA gave (and the Second Amended and Restated JVA gives) the joint venture the right to use the IP associated with spark-ignited natural gas products contributed by Westport. Westport has further been controlling the key functions of product management and strategy for the joint venture through seconded employees, including the Director, Product & Market Planning. Through these functions, Westport controlled which product to develop, for what geographies, for which OEM partners, what the key specifications ought to be and what technology should be used, and those products are still being sold by CWI.

Westport Innovations Inc.

February 26, 2013

Page 2

Sales and Marketing; Market Penetration. The primary driver of CWI’s revenue growth is the sales and marketing function. Westport dictates market development and customer growth strategies. The Westport seconded employees, including the Director, Marketing and Business Segment, have the distributor relationships and strategic relationships with operators of bus and refuse fleets enabling them to execute the sales and marketing strategy and generate new business for CWI. As the sales and marketing team penetrate new markets and expanded penetration in our existing market segments, revenue has increased at approximately 30% annually since CY2006.

Westport’s authority to direct these activities is based on roles and responsibilities of Westport seconded employees and business practice. The significance of these activities is also evident from the focus of CWI operations, strategy and the business plans prepared by management.

CWI’s annual operating plan (“AOP”) is prepared by its management team.  The AOP and strategy focuses on sales revenue growth, engine volume by region and segment (e.g., transit, refuse and trucking), warranty, and operating costs.  As these market and business drivers have been the focus of management, which have driven increased market penetration in multiple product segments and sales revenue growth, it is determined that these activities are the most significant activities of CWI relating to its economic performance.

3.

Also, it is not clear why you believe that the activities Westport has the authority to direct (product management/sales and marketing/market penetration) are more significant to the economics of the VIE than the activities of CWI that it appears Cummins has the power to direct, such as manufacturing and distribution.  For example, in your response to comment 6 in your December 19, 2012 letter, you noted that Cummins provided its engines at cost to CWI. Please explain why you believe this can be easily outsourced or replicated by another OEM.

Response:

Cummins produces engines based on orders that are generated by the CWI sales team. The CWI natural gas engine is currently assembled from a Cummins base diesel engine and is assembled on the same diesel production lines in Cummins’ manufacturing plant. Under the 1st amended JVA, Cummins manufactured and assembled CWI engines at cost, and under the 2nd Amended JVA, Cummins manufactures and assembles the engines for cost plus an agreed upon markup on each engine. There are many alternative fuel companies globally that convert base OEM engines, diesel and / or gasoline, to run on an alternative fuel. Some of these companies include Westport, Fuel Systems Solutions (NASDAQ: FSYS), Landi Renzo (MI:LR) and Power Solutions Inc. (BB: PSIX), to name a few.

4.

Further to your response to comment 8 in your December 19, 2012 letter, we note you consider the unanimous rights listed in Appendix A to be protective rights and not significant participating rights. Please tell us why you concluded that unanimous approval of actions such as those related to compensation, the annual operating plan and the appointment or removal of officers do not represent significant participating rights. In your response, support why you believe that the board is not a substantive decision maker and how all significant decisions are made at the management level.

Response:

We believe the unanimous approval by the Board of actions such as those related to compensation, the annual operating plan and the appointment or removal of officers do not represent significant participating rights because these rights do not affect the activities that significantly impact the JV’s economic performance. We address your specific questions below:

Compensation - A seconded employee’s compensation is set by his or her Parent company as well as all employee related benefits (e.g., health care, retirement benefit plans, etc.), and these costs are allocated from the Parent companies to the JV. Prior to the 2nd Amended JVA, compensation, other than the President’s, was never approved by the Board though it had the right to approve / veto.   Under the 2nd Amended JVA, CWI employee compensation of $150,000 or more requires approval by the Board.  Regardless of the Board’s decision to approve or veto the amount of an individual’s compensation in excess of $150,000 to be allocated to the JV, the employee will continue to receive his or her compensation, with the unallocated amount paid by the employee’s Parent company. Also, we are not aware of any compensation adjustment that did not receive approval from the Board.

Suite 101 – 1750 West 75th Avenue  ::  Vancouver, B.C.  ::  Canada  V6P 6G2  ::  t: 604-718-2000  f: 604-718-2001  ::  www.westport.com

Westport Innovations Inc.

February 26, 2013

Page 3

Annual Operating Plan - The language in the JVA includes the “establishment” of the AOP by the Board.  In practice, it is the management team who is responsible for establishing and preparing the AOP and performance metrics for the management team.  Each year, the management team prepares and presents the AOP and management’s performance metrics to the Board. Drafts of the AOP are provided to both Westport and Cummins for comments prior to the November Board meeting, which approval of the AOP typically occurs at the November Board meeting.  Once the AOP is approved, the CWI management team is responsible for managing the day-to-day operations of the JV.

Appointment or Removal of an Officer - The President and Financial Controller are appointed for three-year terms (and additional one-year extension) with one position appointed by Westport and the other appointed by Cummins.  Under the 2nd Amended JVA, Westport appointed the President and Cummins appointed the Financial Controller. The other two CWI officers consist of the VP & General Manager of Sales - Americas, a Westport seconded employee, and Director of Product Development, a Cummins seconded employee. The impact to CWI’s economic performance by removing these officers and/or appointing different officers is very subjective as these individuals manage a team and we would expect these individual teams to continue to operated the day-to-day activities without any impact to the economic performance regardless of any changes to the officers of CWI.

5.

Further to your response to comment 7 in your December 19, 2012 letter, please tell us the terms of the joint venture agreement that support your conclusion that Westport bears the risk of CWI due to your control over the outcome and the allocation represents the distribution percentages based on a weighting of the activities that were determined to have the most significant impact on economic performance. Please also discuss whether any amounts are owed or have been paid as a performance bonus and whether the amount is substantive.

Response:

The performance bonus provision is effective as a result of the 2nd Amended JVA and no such provisions were included in the original or 1st amended JVA.  While there are no specific terms in the JVA that support our conclusion that Westport bears the risk of CWI, Westport’s return is more variable and is more reflective of how well CWI’s management team, with its Westport managers in key roles, performs.  The more revenue that CWI generates, the more (disproportionate share) profits will be distributed to Westport.

Baseline revenue targets have been set for the current and all future periods from 2012 to 2021, subject to adjustments as defined in Appendix G of the 2nd Amended JVA, and any profits earned on revenues in excess of the baseline revenue target are allocated 75% (Westport) and 25% (Cummins).

[*** Confidential Treatment Requested by Westport 0001]

6.

Please explain how you resolve with Cummins any disagreements or deadlocks with respect to CWI. In this regard, please briefly describe methods of past resolutions.

Response:

There have not been any material disagreements that have required either party to exercise its rights under the dispute resolution process as documented in the JVA.  Also, there have been no material disagreements with respect to the operations of CWI.  Discussions between Westport and Cummins primarily related to the scope of products and markets under the JVA and resolution was achieved by amendments to the JVA to clarify CWI’s product scope, among other items.

Suite 101 – 1750 West 75th Avenue  ::  Vancouver, B.C.  ::  Canada  V6P 6G2  ::  t: 604-718-2000  f: 604-718-2001  ::  www.westport.com

Westport Innovations Inc.

February 26, 2013

Page 4

The joint venture agreement provides that if there are any disagreements or deadlocks between Westport and Cummins that cannot be resolved or negotiated amongst the CWI Board, the unresolved issue will be brought to mediation as detailed in the JVA.

14.12 Mediation; Consent to Jurisdiction

(a)...the parties agree to first attempt to settle any dispute between or among them relating to, or arising out of, any provision of this Agreement or the breach, termination or validity thereof (“Dispute”), by mediation in accordance with the International Mediation Rules of the International Centre for Dispute Resolution of the American Arbitration Association (“ICDR”). If the parties are unable to agree on a mediator within fifteen (15) days of receipt by a party or parties of written notice of a Dispute, on the request of any party, such mediator shall be appointed by the ICDR.

(b) If, for any reason, the parties are unable to settle the Dispute within forty-five (45) days of the appointment of a mediator, any party may proceed with litigation in accordance with Section 14.12(c).

(c) any Dispute that has not been timely resolved in accordance with Section 14.12(b) shall be finally and exclusively resolved in the Federal or State Courts located in Wilmington, Delaware, including any appellate courts therefrom (the “Delaware Courts”). Each party unconditionally and irrevocably agrees to submit to the exclusive jurisdiction of the Delaware Courts for such purpose and unconditionally and irrevocably waives any objections which they may have now or in the future to such jurisdiction including without limitation objections by reason of lack of personal jurisdiction, improper venue, or inconvenient forum. Any judgment or award rendered by the Delaware Courts may be enforced in any court having competent jurisdiction.

Please do not hesitate to contact the undersigned or Ric Leong, Westport’s Corporate Controller, at 604-718-1600 or RLeong@westport.com, if you should have any questions or concerns.

Sincerely,

/s/ William Larkin

William Larkin

Chief Financial Officer

Westport Innovations Inc.

cc:           Gary Newberry

Kate Tillan

(U.S. Securities and Exchange Commission)

Eva Davis

(Kirkland & Ellis LLP)

Anthony Lindsay

(KPMG LLP)

David R. Demers

(Westport Innovations Inc.)

Suite 101 – 1750 West 75th Avenue  ::  Vancouver, B.C.  ::  Canada  V6P 6G2  ::  t: 604-718-2000  f: 604-718-2001  ::  www.westport.com

CORRESP
1
filename1.htm

    westportcorresp.htm

February 13, 2013

Mr. Martin James

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Westport Innovations Inc.

Amendment No. 2 to Form 40-F for

the Nine months Ended December 31, 2011

Filed October 29, 2012

File No. 1-34152

Dear Mr. James:

I am writing in response to your letter dated January 31, 2013 setting forth comments regarding our Amendment No. 2 to Form 40-F for the nine months ended December 31, 2011 (the “2011 Form 40-F/A”) of Westport Innovations Inc. (“Westport” or the “Company”) and our response letters dated January 3, 2013, December 19, 2012, October 29, 2012 and September 25, 2012.

Based on our telephone conversation on February 6, 2013, we will be responding only to comment 1 specifically to Staff’s request of the Company to assess the status of CWI as a VIE based on January 1, 2005 being a reconsideration event under ASU 2009-17.

To facilitate your consideration of Westport’s response, we have included below the original comment 1from your letter dated January 31, 2013 and have provided Westport’s response immediately following.

Westport Innovations Inc.

February 13, 2013

Page 2

Amendment No. 2 to Form 40-F for the Nine Months Ended December 31, 2011

Exhibit 99.2

Note 21.  Investment in Joint Ventures, page 37

(a) Cummins Westport Inc., page 37

1.

We have considered your prior responses, including comment 3(a) on September 25, 2012, comment 1 on October 29, 2012, and comments 1 and 2(b) on December 19, 2012. To help us better understand your conclusion that CWI is a VIE, please address the following:

•

Given that the total assets of CWI as of March 31, 2008, the earliest period presented in the Form 40-F are $34 million and Westport contributed $38.4 million, please tell us why you believe you met FASB ASC 810-10-15-14a, as it appears by design that sufficient equity is at risk.

•

Given that Westport holds equal representation on the board with Cummins and it appears that returns are not capped, please tell us why you believe the company met FASB ASC 810-10-15-14b.

•

Given that the relationship of voting rights to economics in CWI is not disproportionate, please tell us why you believe the company met FASB ASC 810-10-15-14c.

Response:

In response to comment 1, and revised for our telephone conference we had on February 6, 2013, we refer you to our response letter to comment 1 dated October 29, 2012 regarding Westport’s adoption of ASU 2009-17 and our response letter to comment 1 dated December 19, 2012 regarding Westport’s assessment of CWI as a VIE on January 1, 2004, the effective date of the First Amended and Restated Joint Venture Agreement of CWI (“First Amended and Restated JVA”) and concluded that CWI was a VIE on such date.  Our assessment was provided in prior response letters based on a January 1, 2004 assessment date and concluded that CWI was a VIE based on the facts at that time.

The guidance within ASU 2009-17 relating to variable interest entities applies to all entities in which Westport has an investment, regardless of whether that investment began before ASU 2009-17’s effective date for Westport of April 1, 2010.  Accordingly, after the effective date of ASU 2009-17, we reconsidered the VIE status and primary beneficiary assessments for all entities in which Westport had an investment, including CWI.  The first step in applying the new guidance is to determine under the new requirements if CWI would have still met the definition of a variable interest entity at the effective date.  From our telephone conference on February 6, 2013, the Company was asked by Staff to assess the status of CWI as a VIE based on January 1, 2005 being a reconsideration event under ASU 2009-17.  This assessment date according to Staff was based on future changes included in the First Amended and Restated JVA which was effective January 1, 2004 and included terms that Cummins and Westport will begin to share equally in the profits and losses of CWI beginning January 1, 2005.  Staff has considered this to be a reconsideration event.

Our response below providing information as of January 1, 2005 is not indicative of our agreement that that is the appropriate date for evaluation under ASU 2009-17 of whether CWI is a VIE.  We continue to take the position that the appropriate date is January 1, 2004, the effective date of the amended agreement.  The transition guidance in ASC 810-10-65-2(f) states:

The determinations of whether a legal entity is a VIE and which reporting entity, if any, is a VIE’s primary beneficiary shall be made as of the date the reporting entity became involved with the legal entity or if events requiring reconsideration of the legal entity’s status or the status of its variable interest holders have occurred, as of the most recent date at which the pending content in the Variable Interest Entities Subsections would have required consideration. (Emphasis added)

Westport Innovations Inc.

February 13, 2013

Page 3

The guidance in ASC 810-10-35-4 indicates that a reconsideration of the status of a VIE should be made if certain events occur.  Such an event occurred in December 2003 when the amended agreement was signed and became effective January 1, 2004.  At that date all of the terms and conditions of the amended agreement were known; no subsequent amendments to the agreement were made between that date and January 1, 2005.  While we would concur that in considering the substantiveness of various clauses relevant to the tests of whether CWI is a VIE at January 1, 2004 the holder of the interest would consider known changes to the relative rights and responsibilities that would occur during the life of the agreement, we do not believe that each such predesigned change indicates a reconsideration event has occurred.  For example, in assessing the fair value of the risks and rewards such fair value assessment would forecast known future changes.  In particular, we note that ASC 810-10-35-4(a) identifies one such change as:

The legal entity's governing documents or contractual arrangements are changed in a manner that changes the characteristics or adequacy of the legal entity's equity investment at risk.

It is our position that the change in the document is the reconsideration event not the timing of the changes in the characteristics.

We would also point out that we do not believe that a reconsideration event took place on January 1, 2005 due to the points below:

a)

Cummins did not have any contractual or other obligation to invest any additional equity into CWI and was able to convert its preference shares into common shares at a nominal cost.

b)

Westport was not reimbursed for any warranty cost of engines sold by CWI prior to January 1, 2004, Technology Partnerships Canada (“TPC”) funding loans or loans that helped finance the start-up of CWI.

c)

There was no reimbursement or other “true up” for any other up-front costs incurred by Westport in commencing CWI activity which resulted in a $43.7 million deficit at December 31, 2004.

Cummins and Westport shared equally in the profit and loss after January 1, 2005; however, there was no equalization for the initial costs borne by Westport and no change to the governing documents given that the expectation and cash flow projections commencing fiscal 2005 anticipated a profitable enterprise.

Professional judgment based on all relevant facts and circumstances is important when evaluating whether an event is significant enough to warrant a reconsideration of an entity’s VIE status under ASC 810-10-35-4.  Based on all of the factors listed in our prior SEC response letters and this letter, Westport used its professional judgment based on the relevant facts and circumstances when concluding that CWI was a VIE under ASC 810-10-35-4 at the relevant measurement dates described above and in such response letters.

As indicated above, notwithstanding our position that January 1, 2004 is the appropriate date for evaluation under ASU 2009-17, we have evaluated the VIE identification tests both at January 1, 2004 and January 1, 2005.  For consideration in the analysis/assessment, if one assumed that the events of January 1, 2005 did trigger a reconsideration event, our assessment of CWI as a VIE is as follows, applying the facts in place at that time and include a comparison of facts as at January 1, 2004 and 2005:

Westport Innovations Inc.

February 13, 2013

Page 4

ASC 810-10-15-14

A legal entity shall be subject to consolidation under the guidance in the Variable Interest Entities Subsections if, by design, any of the following conditions exist:

Reconsideration Event Assessment Date

Criteria under ASC 810-10-15-14

January 1, 2004

January 1, 2005

Determination of Whether Equity Investment at Risk Is Sufficient Under ASC 810-10-15-14 (a).

From the design of CWI from the initial set up of the original JVA and the effective date of the First Amended and Restated JVA on January 1, 2004, CWI does not have sufficient equity at risk to finance its own activities without subordinated financial support from the joint venture partners.

All equity investment was funded by Westport.

The preference shares issued prior to Cummins were at a nominal value.

All equity investments were funded by Westport.

Effective January 1, 2004, Cummins converted its preferred shares into common shares resulting in each party holding 50% of CWI’s common shares.

Effective January 1, 2005, Cummins and Westport shared equally in the variability per the First Amended and Restated JVA.

Under the Amended and Restated Joint Venture Agreement effective January 1, 2004, “Westport shall have the sole responsibility for reimbursing any financial losses incurred by CWI up to and including December 31, 2004.  Westport shall receive the entire benefit of any financial profits of CWI up to and including December 31, 2004.”

Westport was responsible for funding pre-2004 warranty obligations related to pre-2004 CWI sales.

Westport responsible for funding pre-2004 warranty obligations related to pre-2004 CWI sales.

As indicated in our previous responses, for all periods since inception of CWI through December 31, 2003 the entity had incurred significant losses which all had required additional funding from Westport, indicative that at risk equity capital was inadequate to fund the business.

Westport Innovations Inc.

February 13, 2013

Page 5

a. The total equity investment (equity investments in a legal entity are interests that are required to be reported as equity in that entity’s financial statements) at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders. For this purpose, the total equity investment at risk has all of the following characteristics:

Westport’s interests would be considered variable interests as they represent equity ownership interests, the value of which changes with the fair value of CWI’s net asset assets.    Cummins interest was not at risk equity because Westport agreed to fund all losses in 2004.

Westport’s and Cummins’ interests would be considered at risk equity interest variable interests as they represent equity ownership interests, the value of which changes with the fair value of CWI’s net asset assets.

1) Includes only equity investments in the legal entity that participate significantly in profits and losses even if those investments do not carry voting rights

Westport contributed $38.4 million to CWI from March 7, 2001 (incorporation) through December 31, 2003 and CWI had a deficit of US$45.7 million at December 31, 2003 with the difference also funded by Westport.

Westport contributed $38.4 million to CWI from March 7, 2001 (incorporation) through December 31, 2003 and CWI had a deficit of US$43.7 million at December 31, 2004 with the difference also funded by Westport.

2) Does not include equity interests that the legal entity issued in exchange for subordinated interests in other VIEs

Under the First Amended and Restated JVA, Westport absorbed 100% of variability in CWI’s fiscal 2004 year.

Under the First Amended and Restated JVA, Westport and Cummins shared equally in the variability beginning January 1, 2005.

3) Does not include amounts provided to the equity investor directly or indirectly by the legal entity or by other parties involved with the legal entity (for example, by fees, charitable contributions, or other payments), unless the provider is a parent, subsidiary, or affiliate of the investor that is required to be included in the same set of consolidated financial statements as the investor

The total assets of CWI as of December 31, 2003, were $1.4 million, with net liabilities of $7.3 million.

Westport was also required to fund the then existing $5.4 million in warranty costs at January 1, 2004 related to pre-2004 sales.

The total assets of CWI as of December 31, 2004, were $8.5 million, with net assets of $0.1 million. Net assets were only positive because of the amount due from Westport for warranty reimbursement.

Westport was also required to fund the then existing $2.3 million in warranty costs at January 1, 2005 related to pre-2004 sales.

4) Does not include amounts financed for the equity investor (for example, by loans or guarantees of loans) directly by the legal entity or by other parties involved with the legal entity, unless that party is a parent, subsidiary, or affiliate of the investor that is required to be included in the same set of consolidated financial statements as the investor.

CWI’s losses for fiscal 2003 were US$17.8 million.

CWI’s profits for fiscal 2004 were US$1.9 million (including $1.9 million from gain from settlement of a loan with Westport).

ASC 810-10-15-14(b) and ASC 810-10-15-14(c)

The Company did not during any time, meet FASB ASC 810-10-15-14(b) or ASC 810-10-15-14(c).

Westport Innovations Inc.

February 13, 2013

Page 6

Sufficiency of Equity Investment at Risk under ASC 810-10-25-45

The analysis for the determination of the amount of the total equity investment at risk that is necessary to permit a legal entity to finance its activities without additional subordinated financial support is based on ASC 810-10-25-45.

Criteria under ASC 810-10-25-45

January 1, 2004

January 1, 2005

Determining Whether the Equity Investment at Risk is Sufficient

(a) The legal entity has demonstrated that it can finance its activities without additional subordinated financial support.

CWI had a deficit of US$45.7 million at December 31, 2003.

Due to the existing accumulated deficit, CWI did not have the funds to fund existing losses and settle outstanding warranty obligations without additional financial support or without Westport assuming the warranty obligation as agreed to in First Amended and Restated JVA.

CWI had a deficit of US$43.7 million at December 31, 2004.

Due to the existing accumulated deficit, CWI did not have the funds to fund existing losses and settle outstanding warranty obligations without additional financial support or without Westport assuming the warranty obligation as agreed to in First Amended and Restated JVA.

(b) The legal entity has at least as much equity invested as other entities that hold only similar assets of similar quality in similar amounts and operate with no additional subordinated financial support.

This cannot be demonstrated.

No comparable data readily available.

This cannot be demonstrated.

No comparable data readily available.

(c) The amount of equity invested in the legal entity exceeds the estimate of the legal entity’s expected losses based on reasonable quantitative evidence.

At January 1, 2004, there was an expectation of losses for 2004 which CWI would be unable to fund without additional c

January 31, 2013

Via E -mail
Mr. David R. Demers
Chief Executive Officer
Westport Innovations Inc.
Suite 101, 1750 West 75th Avenue
Vancouver, British Columbia, Canada V6P 6G2

 Re: Westport Innovations Inc.
Amendment No. 2 to Form 40-F for the Nine Months  Ended
  December 31, 201 1
Filed October 29, 2012
  File No.  1-34152

Dear Mr.  Demers :

We have reviewed your letters dated January 3, 2012 and December  19, 2012  and filings
and have the following comments.   In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comme nts, we may
have  additional comments.

Amendment No. 2 to Form 40 -F for the Nine Months Ended December 31, 2011

Exhibit 99.2

Note 21. Inves tment in J oint Ventures

(a) Cummins Westport Inc., page 37

1. We have considered your prior responses, in cluding comment 3(a) on September 25,
2012, comment 1 on October 29, 2012, and comments 1 and 2(b) on December 19,
2012.   To help us better understand your conclusion that CWI is a VIE, please address the
following:

Mr. David R. Demers
Westport Innovations Inc.
January 31, 2013
Page 2

  Given that the total assets of CWI as o f March 31, 2008, the earliest period
presented in the Form 40 -F are $34 million and Westport contributed $38.4
million, please tell us why you believe you met FASB ASC 810 -10-15-14a, as it
appears by design that sufficient equity is at risk.
 Given that We stport holds equal representation on the board with Cummins and it
appears that returns are not capped, please tell us why you believe the company
met FASB ASC 810 -10-15-14b.
 Given that the relationship of voting rights to economics in CWI is not
disproportionate, please tell us why you believe the company met FASB ASC
810-10-15-14c.

2. Further to your response to comment 4 in your December 19, 2012 letter, please further
explai n why you believe that Westport has the “authority to direct” the activities of CWI
that most significantly impact CWI’s economic performance.   In this regard, discuss the
source of your authority and whether it is pursuant to the joint venture agreement o r just a
business practice.

3. Also, it is not clear why you believe that the activities Westport has the authority to direct
(product management/sales and marketing/market penetration) are more significant to the
economics of the VIE than the activities of CWI that it appears Cummins has the power
to direct , such as manufacturing and distribution.   For example, in your response to
comment 6 in your December 19, 2012 letter, you noted that Cummins provided its
engines at cost to CWI.   Please explain why you b elieve this can be easily outsourced or
replicated by another OEM.

4. Further to your response to comment 8 in your December 19, 2012 letter, we note you
consider the unanimous rights listed in Appendix A to be protective rights and not
significant participa ting rights.   Please tell us why you concluded that unanimous
approval of actions such as those related to compensation, the annual operating plan and
the appointment or removal of officers do not represent significant participating
rights.   In your respon se, support why you believe that the board is not a substantive
decision maker and how all significant decisions are made at the management level.

5. Further to your response to comment 7 in your December 19, 2012 letter, please tell us
the terms of the join t venture agreement that support your conclusion that Westport bears
the risk of CWI due to your control over the outcome and the allocation represents the
distribution percentages based on a weighting of the activities that were determined to
have the mos t significant impact on economic performance.   Please also discuss whether
any amounts are owed or have been paid as a performance bonus and whether the amount
is substantive.

6. Please explain how you resolve with Cummins any disagreements or deadlocks with
respect to CWI.   In this regard, please briefly describe methods of past resolutions.

Mr. David R. Demers
Westport Innovations Inc.
January 31, 2013
Page 3

You may contact Gary Newberry, Staff Accountant, at (202) 551 -3761 or Kate Tillan ,
Assistant Chief  Accountant, at (202) 551 -3604 if you have questions regarding these comments.
In this regard, do not hesitate to contact me at (202) 551 -3671.

        Sincerely,

        /s/ Kate Tillan for

        Martin James
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    corresp.htm

FOIA CONFIDENTIAL TREATMENT REQUEST

January 3, 2013

Mr. Martin James

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:          Westport Innovations Inc.

Amendment No. 2 to Form 40-F for

the Nine months Ended December 31, 2011

Filed October 29, 2012

File No. 1-34152

Dear Mr. James:

I am writing in response and hereby providing supplementally to the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) materials requested by the Staff (the “Materials”) via telephone on December 31, 2012 and January 2, 2013 relating to the Staff’s review of Westport’s Form 40-F for the fiscal year ended December 31, 2011 (the “Filing”).

The Materials requested consists of excerpts of Cummins Westport Inc.’s (“CWI”) Organization Chart, detailing CWI’s Reporting Structure of its key employees seconded from its respective joint venture partners.

Included in Appendix A is the Organization Chart as at January 1, 2004, the effective date of the 1st Amended and Restated JVA and as at February 19, 2012, the effective date of the 2nd Amended and Restated JVA, including certain footnotes of subsequent material changes in reporting structure.

Please do not hesitate to contact the undersigned or Ric Leong, Westport’s Director, Accounting, at 604-718-1600 or RLeong@westport.com, if you should have any questions or concerns.

Sincerely,

/s/ William Larkin

William Larkin

Chief Financial Officer

Westport Innovations Inc.

cc:           Gary Newberry

        Kate Tillan

(U.S. Securities and Exchange Commission)

Eva Davis

(Kirkland & Ellis LLP)

Anthony Lindsay

(KPMG LLP)

David R. Demers

(Westport Innovations Inc.)

Suite 101 – 1750 West 75th Avenue  ::  Vancouver, B.C.  ::  Canada  V6P 6G2  ::  t: 604-718-2000  f: 604-718-2001  ::  www.westport.com

Westport Innovations Inc.

January 3, 2013

Page 2

APPENDIX A

[*** Confidential Treatment Requested by Westport 0001]

CORRESP
1
filename1.htm

    corresp.htm

December 19, 2012

Mr. Martin James

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:         Westport Innovations Inc.

Amendment No. 2 to Form 40-F for

the Nine months Ended December 31, 2011

Filed October 29, 2012

File No. 1-34152

Dear Mr. James:

I am writing in response to your letter dated November 16, 2012 setting forth comments regarding our Amendment No. 2 to Form 40-F for the nine months ended December 31, 2011 (the “2011 Form 40-F/A”) of Westport Innovations Inc. (“Westport” or the “Company”) and our response letters dated October 29, 2012 and September 25, 2012.

To facilitate your consideration of Westport’s response, we have included below the comments and have provided Westport’s response immediately following.

Amendment No. 2 to Form 40-F for the Nine Months Ended December 31, 2011

Exhibit 99.2

Note 21.  Investment in Joint Ventures, page 37

(a) Cummins Westport Inc., page 37

1.

Further to your response to prior comments 1 and 2, in determining whether or not CWI is a VIE, we note that you point to the fact that Westport guaranteed the losses of CWI during the 2004 calendar year and received the entire benefit of any financial profits of CWI up to and including December 31, 2004.  We note that after December 31, 2004, Westport and Cummins share equally in the profits and losses of CWI.  Please discuss how you considered the temporary nature of Westport’s obligations during 2004, whether these terms are substantive and how you considered that under FASB ASC 810-10-25-37, the determination of whether a legal entity is a VIE should be based on the circumstances on that date including future changes that are required in existing governing documents and existing contractual arrangements.

Response:

Our conclusion that CWI is a VIE is not solely based on the guarantee of losses for the 2004 fiscal year.  As described in our letter of February 25, 2010, on January 1, 2004, CWI did not have sufficient equity at risk as required by ASC 810-10-15-14 to finance its own activities without subordinated financial support provided by the equity holders. At that date, while US$38.4 million had been contributed as share capital to CWI, all by Westport, CWI also had a deficit of US$45.7 million with the difference also to be funded by Westport.  Therefore, at that date the equity at risk was insufficient to fund its activities without additional subordinated financial support.  With respect to the substantiveness of Westport’s obligations under the First Amended and Restated Joint Venture Agreement (the “First Amended and Restated JVA”), we note that CWI’s losses for fiscal 2003 were US$17.8 million and there was no certainty that additional losses would not occur throughout 2004.  Westport was also required to fund the then existing $5.4 million in warranty costs at January 1, 2004.  Under the First Amended and Restated JVA, Westport absorbed 100% of variability in CWI’s fiscal 2004 year, and subsequently, Westport and Cummins shared equally in the variability. All the factors and terms above were substantive at the date of reassessment and future changes at that time regarding existing governing documents and existing contractual agreements were contemplated.  CWI would continue to not have sufficient equity at risk to finance its own activities.  Westport, through its initial contribution, losses Westport absorbed through fiscal 2003 and additional requirement to absorb 100% of variability of CWI’s fiscal 2004 year, was expected to absorb a majority of CWI’s expected losses and receive a majority of CWI’s expected residual returns disproportionately in excess of the percentage of shares it holds.

Westport Innovations Inc.

December 19, 2012

Page 2

Based on these considerations, we concluded that CWI was a variable interest entity in accordance with U.S. GAAP as of January 1, 2004 as we noted in our letter to the Securities and Exchange Commission dated February 25, 2010.  Please see our response to comment 2, for further analysis supporting our conclusion that CWI is a VIE and Westport was the primary beneficiary.

2.

We note the following from your responses to prior comments 1 and 2 and the disclosure in your Form 40-F:

•

Cummins and Westport each own 50% of the common shares of CWI.  No preferred shares have been issued.  There are no differences in the rights or responsibilities attached to Cummins’ common shares as compared to Westport’s common shares.

•

From January 1, 2005, Cummins and Westport share equally in the profits and losses of CWI.

•

Westport and Cummins have equal representation on the Board of Directors.

•

CWI is primarily responsible to obtain the financing resources it requires for any and all working capital, capital expenditures, and financial requirements.  While CWI may request financing from the holders of the common shares, Westport and Cummins have no obligation to provide such financial resources or to assist CWI in terms of third party guaranties or otherwise.

Given the above, please tell us in more detail how you determined that Westport (a) has the power to direct the activities of CWI that most significantly impact CWI’s economic performance and (b) the obligation to absorb losses of CWI that could potentially be significant to CWI or the right to receive benefits from CWI that could potentially be significant to CWI.  Refer to FASB ASC 810-10-25-38A and 38B.

Response:

Under ASC 810-10-25-37, we assessed whether Cummins or Westport was the primarily beneficiary on January 1, 2004 and considered whether subsequent re-evaluation of the primary beneficiary over time would result in any change to our initial conclusion. As part of this assessment, we also considered whether there were qualitative factors that have occurred subsequent to January 1, 2004 that would impact upon the determination of the primary beneficiary.

a) Power to Exercise Control:

First, we determined which party has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance under ASC 810-10-25-38A (a). In section 810-10-25-38B “a reporting entity must identify which activities most significantly impact the VIE’s economic performance and determine whether it has the power to direct those activities.”

Westport Innovations Inc.

December 19, 2012

Page 3

As specified in the First Amended and Restated JVA, “CWI’s vision is to be the world’s leading provider of gaseous fueled, high performance, low emission and economically viable engines by bringing to market, now and in the future, the best available technologies engineered into the Cummins line of engine products.  CWI shall undertake the spark-ignited business (“SI Business”) and develop, support and market the Products.”

Both parties provide some support to the joint venture in fulfilling this objective. Further to our comments in our response letter dated October 29, 2012, we consider below the most significant activities in achieving this objective.

Activities Significantly Impacting Economic Performance

The most significant activities impacting the joint venture are categorized below and ranked in order of importance in terms of driving CWI’s profitability and success.  As noted below, the activities directed by Westport have the most significant impact on CWI’s profit and loss.

Key day-to-day activities

Authority to direct

1. Product Management (technology and product development choices)

Westport

2. Sales and marketing and market penetration

Westport

3. Manufacturing process

Cummins (subject to royalty and included in the overhead allocation) (Second Amended and Restated

JVA specified it is now royalty free but subject to  applicable mark-ups on engine cost)

4. Distribution channel

Cummins

At the relevant date, Westport has the authority to direct the most significant activities of CWI relating to its economic performance and profitability, principally in the areas of (1) product management, intellectual property and technology since Westport has held the key positions relating to product choices, product specifications, and product strategy and since Westport made the initial investments and contributions to the joint venture’s fundamental natural gas technology, Stoichiometric EGR Spark Ignition (“SESI”), and (2) sales and marketing and market penetration.  Cummins’ seconded employees are responsible for performing the product development engineering and Cummins’ primary functions in the joint venture, such as manufacturing and distribution, could be outsourced to any OEM with a similar cost plus mark-up arrangement.

Product Management.  Westport made significant investments required in the development of the spark ignited technology and intellectual property (“IP”) that generated the main platforms that drive CWI’s business today.  The First Amended and Restated JVA gave (and the Second Amended and Restated JVA gives) the joint venture the right to use the IP associated with spark-ignited natural gas products contributed by Westport.  Westport has further been controlling the key functions of product management and strategy for the joint venture through seconded employees, including the Director, Product & Market Planning.  Through these functions, Westport controlled which product to develop, for what geographies, for which OEM partners, what the key specifications ought to be and what technology should be used.

Sales and Marketing; Market Penetration.  The primary driver of CWI’s revenue growth is the sales and marketing function. Westport dictates market development and customer growth strategies.  The Westport seconded employees, including the Director, Marketing and Business Segment, have the distributor relationships and strategic relationships with operators of bus and refuse fleets enabling them to execute the sales and marketing strategy and generate new business for CWI.  As the sales and marketing team penetrate new markets, revenue has increased.

Westport Innovations Inc.

December 19, 2012

Page 4

Manufacturing Process.  Since the core engine and chassis have not changed significantly with each new product launch and since manufacturing engineering is outsourced to Cummins through seconded employees to the joint venture from Cummins.  Cummins is remunerated for its manufacturing expertise.  Cummins provides manufacturing and distribution functions including manufacturing engineering; however, these functions can more easily be outsourced and replicated by another OEM with a similar cost plus mark-up arrangement. Cummins also controls manufacturing in order to plan manufacturing capacity for all of its manufacturing commitments including build slots for diesel deliveries. While manufacturing and distribution are important to cost control and managing bottom line, they are not as integral to the success of the joint venture as the low emission product expertise and customer and distribution relationships and discretion on execution of the sales and marketing strategy which are provided by Westport as described above.

Distribution.  Cummins has a firmly established worldwide reputation as a diesel engine manufacturer and has developed an effective and efficient global distribution channel for engine products for commercial vehicle and industrial applications; Westport seeks to access Cummins’ established global distribution channel for engine products for automotive, industrial and power generation applications for the development, support and marketing of its proprietary intellectual property.  Cummins grants CWI access to its established global distribution channel according to the terms of the Original Joint Venture Agreement and each subsequent First and Second Amended and Restated JVA.  Although the distribution channels are important, the absence of the direct access to Cummins’ distribution channels is not considered to have a significant impact on the economic performance or profitability of CWI.

The foregoing analyses of the primary day-to-day activities of CWI were the basis for Westport concluding that it continued to be the primary beneficiary at January 1, 2004, the date of reassessment, as it had contributed the fundamental technology and had the authority at that date to direct product management, sales and marketing and market penetration. We consider these to be at that date the most significant elements in the table above since they have the most significant impact on CWI’s profitability and financial performance.

b) Obligation to Absorb Losses:

Under Accounting Standard Codification 810-25-38A(b), Westport shall be deemed to have a controlling financial interest in CWI, a VIE if it has “the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.”

Under the First Amended and Restated JVA, Appendix E, Fiscal 2004 Losses, effective January 1, 2004,

“Westport shall have the sole responsibility for reimbursing any financial losses incurred by CWI up to and including December 31, 2004.  Westport shall receive the entire benefit of any financial profits of CWI up to and including December 31, 2004.  Financial losses and profits will be calculated in accordance with generally accepted accounting practices in the United States on a consistent basis (unless change is required by GAAP) and will be subject to audit.  Cummins, CWI and Westport agree to work together to determine the most efficient way to implement this condition.

Westport will reimburse CWI for its actual financial losses in fiscal year 2004 as defined by the net income or loss line in CWI’s fiscal 2004 audited financial statements.”

As Westport guaranteed the losses during the 2004 calendar year and received the entire benefit of any financial profits of CWI up to and including December 31, 2004, the Company was expected to absorb a majority of CWI’s expected losses, receive a majority of CWI’s expected residual returns, or both that could be significant to the variable interest entity as discussed in 810-25-38.

See also our comments in response to comment 1, above, as to the substantive nature of Westport’s obligation to absorb losses at January 1, 2004.  As a result, Westport was responsible for all of the upfront risk and also had the obligation to finance any warranty claims in excess of liquid assets. The preference shares issued to Cummins were at a nominal value and all of the upfront investment was provided by Westport.

Westport Innovations Inc.

December 19, 2012

Page 5

On January 1, 2004, the Cummins natural gas operating unit had a nominal value as the unit had ongoing losses. Westport also contributed advancements to the spark ignited technology prior to the commencement of the joint venture.  Westport also contributed tax losses to the joint venture since it funded the operation, which were subject to a full valuation allowance, had an ongoing commitment to Technology Partnerships Canada (“TPC”) for original funding received, and provided access to Westport’s senior executives who directed the improvements to the spark ignited technology and drove the business forward towards profitability.  Based on these considerations, we conclude that Westport had an obligation to absorb losses of CWI that could potentially be significant to CWI or the right to receive benefits from CWI that could potentially be significant to CWI.

Westport also continues to absorb losses through its 50% equity shareholdings in CWI.

Based on these qualitative considers, Westport meets the criteria as the primary beneficiary when viewing the guidance from both the power to exercise control and obligation to absorb losses criteria.

3.

Your response notes that while Westport and Cummins h

November 16, 2012

Via E -mail
Mr. David R. Demers
Chief Executive Officer
Westport Innovations Inc.
Suite 101, 1750 West 75th Avenue
Vancouver, British Columbia, Canada  V6P 6G2

 Re: Westport Innovations Inc.
  Amendment No. 2 to Form 40-F for the Nine Months
  Ended  December 31, 201 1
Filed October 29, 2012
  File No.  1-34152

Dear Mr.  Demers :

We have reviewed your response letter  dated October 29, 2012  and have the following
comments.   In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.  If you do not
believe our comments a pply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have  additional comments.

Amendment No. 2 to Form 40 -F for the Nine Months Ended December 31, 2 011

Exhibit 99.2

Note 21. Investment in Joint Ventures, page 37

(a) Cummins Westport Inc., page 37

1. Further to your responses to prior comments 1 and 2, i n determining whether or not CWI
is a VIE, we note that you point to the fact that Westport  guarant eed the losses of CWI
during the 2004 calendar year and received the entire benefit of any financial profits of
CWI up to and including December 31, 2004.  We note that after December 31, 2004,
Westport and Cummins share equally in the profits and losses o f CWI.  Please discuss
how you considered the temporary nature of Westport’s obligations during 2004, whether

Mr. David R. Demers
Westport Innovations Inc.
November 16, 2012
Page 2

 these terms were substantive and how you considered t hat under FASB ASC  810-10-25-
37, the determination of whether a legal entity is a VIE should be based on the
circumstances on that date including future changes that are required in existing
governing documents and existing contractual arrangements.
2. We note the following from your responses to prior comments 1 and 2 and the disclosure
in your Form  40-F:

 Cummins and Westport each own 50% of the common shares of CWI.  No
preferred shares have been issued. There are no differences in the rights or
responsibilities attached to Cummins’ common shares as compared to Westport’s
common shares .
 From January  1, 2005, Cummins and Westport share equally in the profits and
losses of CWI.
 Westport and Cummins have equal representation on the Board of Directors.
 CWI is primarily responsible to obtain the financing resources it requires for any
and all working capital, capital expenditures, and financial requirements.  While
CWI may request financing from the holders of the common shares , Wes tport and
Cummins  have no obligation to provide such financial resources or to assist CWI
in terms of third party guaranties or otherwise.

Given the above, please tell us in more detail how you determined that Westport (a) has
the power to direct the activities of CWI  that most significantly impact CWI ’s economic
performance  and (b) t he obligation to absorb losses of  CWI  that could potentially be
significant to CWI  or the right to receive benefits from CWI that could potentially be
significant to CWI .  Refer to FASB ASC 810 -10-25-38A and 38B.

3. Your response notes that while Westport and Cummins have equal representat ion on the
Board of Directors, CWI makes up the majority of Westport’s revenue and profitability
while it is a much less significant part of Cummins global business.   As such, Westport’s
executive team is actively involved in CWI’s business plan and strate gy while Cummins
plays less of an active role.

 Please describe to us in detail the actions of the Westport executive team in CWI’s
business plan and strategy.
 Discuss how you considered that under FASB ASC 810 -10-25-38B, a reporting entity
does not have  to exercise its power in order to have power to direct the activities of a
VIE.

4. Describe to us the specific actions being undertaken by the Westport executive team that
demonstrate s that they are actively involved in CWI.  Explain whether Cummins has t he
right to perform similar tasks but has chosen not to exercise that right.  Please bridge the
gap for us between these “actively involved” actions undertaken by Westport’s executive

Mr. David R. Demers
Westport Innovations Inc.
November 16, 2012
Page 3

 team and your conclusion that Westport has the power  to direct the activities of CWI that
most significantly impa ct CWI’s economic performance.

5. You told us that Westport is also responsible for the management of the CWI treasury
function and makes decisions on reinvestment of excess cash balances.   Pleas e tell us
more about the scope of these activities and the extent to which you exercise unilateral
control.

6. Further, we note from your response that Cummins has the power to direct CWI’s
manufacturing and distribution activities.  Explain further why thes e activities are not
considered those that most significantly impact CWI’s economic performance.  In this
regard, please further address FASB ASC 810 -10-25-38D and 38E and whether or not
power is shared between Westport and Cummins.  Refer to Case H1 of Ex ample 5 in
FASB ASC 810 -10-55-184 through 55 -192.

7. You told us that t he Second Amended and Restated JVA includes terms whereby
Westport and Cummins may become  entitled to receive a Performance Bonus  of which
75% is distributed to  Westport  and 25% in distributed to  Cummins .  Please tell us in
more detail about the Performance Bonus, including whether this is a substantive term of
the agreement (and why or why not) and how the parties determined the appropriate
distribution percentages.  Refer to FASB A SC 810 -10-25-38G.

8. We note from your response in Exhibit B that certain decisions cannot be acted upon
without the unanimous approval of the entire Board of Directors or shareholders.   Please
summarize the type of decisions that require unanimous approval.

You may contact Gary Newberry, Staff Accountant, at (202) 551 -3761 or Kate Tillan ,
Assistant Chief  Accountant, at (202) 551 -3604 if you have questions regarding these comments.
In this regard, do not hesitate to contact me at (202) 551 -3671.

        Sincerely,

        /s/ Kate Tillan for

        Martin James
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

October 29, 2012

Mr. Martin James
 Senior Assistant Chief Accountant
 Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Re:                             Westport Innovations Inc.

Amendment No. 1 to Form 40-F for

the Nine months Ended December 31, 2011

Filed September 25, 2012

Response Letter Dated September 25, 2012

File No. 1-34152

Dear Mr. James:

I am writing in response to your letter dated September 28, 2012 setting forth comments regarding our Amended No. 1 to Form 40-F for the nine months ended December 31, 2011 (the “2011 Form 40-F/A”) of Westport Innovations Inc. (“Westport” or the “Company”) and our response letter dated September 25, 2012.

To facilitate your consideration of Westport’s response, we have included below the comments and have provided Westport’s response immediately following.

Amendment No. 1 to Form 40-F for the Nine Months Ended December 31, 2011

Exhibit 99.2

Note 21.  Investment in Joint Ventures, (a) Cummins Westport Inc., page 37

1.                                      Further to your response to prior comment 2, please explain how you evaluated the impact of adopting ASU 2009-17.  In your response, explain how you determined that the company is the primary beneficiary of CWI.  We note that as a result of the adoption of ASU 2009-17, you are now required to perform the assessment of whether the Company is the primary beneficiary of CWI on an ongoing basis.  Please discuss how you considered ASC 810-10-25-38-A to 38-G.

Response:

With respect to the adoption of ASU 2009-17, we performed the assessment of whether the Company is the primary beneficiary of CWI on an ongoing basis as per our analysis below:

·                  As detailed in our letter to the SEC dated February 25, 2010 in response to prior comment 2, we completed a formal VIE assessment on January 1, 2004, the effective date of the First Amended and Restated Joint Venture Agreement of CWI (“First Amended and Restated JVA”) and concluded that CWI was a VIE and Westport was the primary beneficiary.

·                  For Westport, ASU 2009-17 was effective for our fiscal year ended March 31, 2011 (beginning April 1, 2010) commencing with the first quarter ended June 30, 2010.

Westport Innovations Inc.

October 29, 2012

Page 2

·                  Upon adoption of ASU 2009-17 on April 1, 2010, we re-evaluated whether CWI was still a VIE as of the date Westport first became involved in accordance with the guidance in ASC 810-10-65-2(f).  This included an evaluation of whether any of the Variable Interest Model’s scope exceptions were applicable.  We concluded that our historical conclusion that CWI was a VIE continued to apply after the adoption of ASU 2009-17.  This conclusion was primarily based on that Westport had the sole responsibility for reimbursing any financial losses incurred by CWI up to and including December 31, 2004.  Westport would have received the entire benefit of any financial profits of CWI up to and including December 31, 2004.  Also, Westport’s and Cummins’ interests in CWI are equity ownership interests, the value of which changes with the fair value of CWI’s net assets.

·                  In addition, also in accordance with ASC 810-10-65-2(f) we re-evaluated whether Westport continued to be the primary beneficiary of CWI.  This re-evaluation was made based on the criteria applicable after application of ASU 2009-17.  We concluded that our historical conclusion that Westport was the primary beneficiary of CWI continued to apply after the adoption of ASU 2009-17.

·                  Details of our qualitative analysis with respect to how we considered ASC 810-10-25-38-A to 38-G to the assessment as to whether Westport is the primary beneficiary are provided in the table included in Appendix A.

·                  For your information, for periods subsequent to the date of adoption of ASC 2009-17, we have continued to consider whether any events have occurred which would give rise to a subsequent re-evaluation of the primary beneficiary definition, including a change to the conclusion that Westport is the primary beneficiary.   This qualitative analysis considers CWI’s “purpose and design including the risks that the entity was designed to create and pass through to its variable interest holders.”  We also considered the activities that impact CWI’s economic performance and determined whether Westport continues to have the power to direct those activities.

Conclusion: As indicated in Appendix A, there is no change to the initial conclusion that Westport is the primary beneficiary of CWI and continues to consolidate CWI accordingly.

2.                                      Further, with respect to the Second Amended and Restated Joint Venture Agreement dated February 20, 2012, please discuss why you believe that the agreement does not include changes to characteristics or adequacy of the legal entity’s equity investment at risk.  Compare the new agreement to the old agreement.  Refer to ASC 810-10-35-4(a).

Response:

The JVA was amended to provide for, among other things, clarification concerning the scope of products within CWI.  In addition, Cummins and Westport also revised certain economic terms of the JVA.  Please see our analysis in the Appendix B on why we believe that the Second Amended and Restated Joint Venture Agreement of CWI (“Second Amended and Restated JVA”) with Cummins Inc. (“Cummins”) effective February 19, 2012 does not include changes to characteristics or adequacy of the legal entity’s equity investment at risk by comparing the new to the old agreement in accordance with ASC 810-10-35-4(a).

In accordance with ASC 810-10-35-4(a), we evaluated the adequacy of the entity’s equity investment at risk, as defined in ASC 810-10-15-14(a) immediately before and immediately after the change in the entity’s governing documents or contractual arrangements occurs.

Conclusion:  As indicated in Appendix B, the Second Amended and Restated JVA did not cause any change the characteristics or adequacy of CWI’s equity investment at risk.  Therefore, a reconsideration event has not occurred.

Westport Innovations Inc.

October 29, 2012

Page 3

3.                                      With respect to your response to prior comment 3, please tell us how you considered the requirements of ASC 810-10-45-25.

Response:

Westport had included CWI’s condensed balance sheet in Note 21 (a) — Investment in Joint Ventures — Cummins Westport Inc.  In future filings commencing with the Consolidated Financial Statements, for the three and nine months ended September 30, 2012 and 2011, Westport will parenthetically disclose on the Consolidated Balance Sheet, “the assets of a consolidated VIE that can be used only to settle obligations of the consolidated VIEs” and “liabilities of a consolidated VIE for which creditors (or beneficial interest holders) do not have recourse to the general credit of the primary beneficiary” as per ASC 810-10-45-25 for the Company’s consolidated VIEs.

For example, future filing disclosure will provide the following disclosure on the face of the consolidated balance sheet after the line classification for each relevant asset or liability:

eg. “Cash and cash equivalent ($X,XXX and $X,XXX attributable to our VIEs)”

Note 23.  Segment Information, page 40

4.                                      Further to your response to prior comment 4 and the changes made to Exhibit 99.2 in Amendment No. 1 to your Form 40-F, please revise future filings to also revise the line item title for segment net operating profit or loss in the segment table to more accurately reflect its components.

Response:

In future filings, commencing with our interim financial statements for the three and nine months ended September 30, 2012, we will revise the description of the line item for segment net operating profit or loss in the segment table to state “Net operating income (loss) before depreciation and amortization.”

5.                                      With reference to your response to prior comment 6, we note that you believe it is not practical to disclose material revenues from external customers attributed to individual foreign countries.  As required by ASC 280-10-50-41, in future filings please disclose, to the extent applicable, that providing the geographic information is impracticable.

Response:

In future filings, commencing with our interim financial statements for the three and nine months ended September 30, 2012, we will disclose that geographical information by country is impracticable.  The future disclosure will state “It is impracticable for the Company to provide geographical revenue information by individual countries, however it is practicable to provide by geographical regions.”

6.                                      We note that your certifications continue to be dated February 29, 2012 in Amendment No. 1 to your Form 40-F which was filed September 25, 2012.  Please amend your Form 40-F, as required by Rule 12B-15, to include revised currently dated certifications by each principal executive officer and the principal financial officer of the registrant.

Response:

To comply with Rule 12-B-15, we are concurrently filing Amendment No. 2 to our December 31, 2011 Form 40-F to reflect currently dated certifications.

Westport Innovations Inc.

October 29, 2012

Page 4

Please do not hesitate to contact the undersigned or Ric Leong, Westport’s Director, Accounting, at 604-718-1600 or RLeong@westport.com, if you should have any questions or concerns.

Sincerely,

/s/   William Larkin

William Larkin

Chief Financial Officer

Westport Innovations Inc.

cc:

Gary   Newberry

Kate   Tillan

(U.S.   Securities and Exchange Commission)

Eva   Davis

(Kirkland &   Ellis LLP)

Anthony   Lindsay

(KPMG   LLP)

David   R. Demers

(Westport   Innovations Inc.)

Suite 101 – 1750 West 75th Avenue  ::  Vancouver, B.C.  ::  Canada  V6P 6G2  ::  t: 604-718-2000  f: 604-718-2001  ::  www.westport.com

Westport Innovations Inc.

October 29, 2012

Page 5

APPENDIX A

Guidance

Original and First Amended and
   Restated Joint Venture Agreement

Second Amended and Restated
   Joint Venture Agreement

38-A:  A reporting entity with a variable interest   in a VIE shall assess whether the reporting entity has a controlling   financial interest in the VIE and, thus, is the VIE’s primary beneficiary.   This shall include an assessment of the characteristics of the reporting   entity’s variable interest(s) and other involvements (including involvement   of related parties and de facto agents), if any, in the VIE, as well as the   involvement of other variable interest holders. Paragraph 810-10-25-43   provides guidance on related parties and de facto agents. Additionally, the   assessment shall consider the VIE’s purpose and design, including the risks   that the VIE was designed to create and pass through to its variable interest   holders. A reporting entity shall be deemed to have a controlling financial   interest in a VIE if it has both of the following characteristics:

a.  The power to direct the activities of a VIE that most   significantly impact the VIE’s economic performance

b.  The obligation to absorb losses of the VIE that could   potentially be significant to the VIE or the right to receive benefits from   the VIE that could potentially be significant to the VIE. The quantitative   approach described in the definitions of the terms expected losses, expected   residual returns, and expected variability is not required and shall not be   the sole determinant as to whether a reporting entity has these obligations   or rights.

Only   one reporting entity, if any, is expected to be identified as the primary   beneficiary of a VIE. Although more than one reporting entity could have the   characteristic in (b) of this paragraph, only one reporting entity if any,   will have the power to direct the activities of a VIE that most significantly   impact the VIE’s economic performance.

Please   refer to analysis for 38-B to G below.

Please   refer to analysis for 38-B to G below.

Westport Innovations Inc.

October 29, 2012

Page 6

Appendix A Continued

38-B:  A reporting entity must identify which   activities most significantly impact the VIE’s economic performance and   determine whether it has the power to direct those activities. A reporting   entity’s ability to direct the activities of an entity when circumstances   arise or events happen constitutes power if that ability relates to the   activities that most significantly impact the economic performance of the   VIE. A reporting entity does not have to exercise its power in order to have   power to direct the activities of a VIE.

The   activities that would most significantly impact CWI’s economic performance   have been identified as follows:

·      Product development and intellectual property (“IP”)

·      Sales   and marketing and market penetration

·      Manufacturing   process

·      Distribution   channel

Westport   has the power to direct IP development related activities and sales and   marketing activities while Cummins has power to direct manufacturing and   distribution.

The   Intellectual Property contributed by Westport generated the main platform   which included the spark-ignited technology and software to run Cummins   engines on natural gas technology.    Specifically, Westport contributed its expertise and technical   know-how in the control module and software in order to allow engines to run   on natural gas.  Therefore, Westport’s   IP was critical to the successful development of the natural gas engines.

Additionally,   the primary driver of revenue growth is the sales and marketing and new   market penetration.  Westport is   heavily involved in the market development, customer growth strategies and   sales initiatives.  Cummins’   involvement with the sales and marketing function consists of routine   invoicing and management of accounts receivable collections.  Market penetration in the natural gas   engines market is possible because

The   Second Amended and Restated JVA did not make substantive revisions to the   activities that each JV partner is responsible for.  Therefore, Westport still has the power to   direct the activities of CWI that most significantly impact CWI’s economic   performance.

Westport Innovations Inc.

October 29, 2012

Page 7

Appendix A Continued

of   Westport’s IP platform and Cummins engines.

While   Westport and Cummins have equal representation on the Board of Directors, CWI   makes up the majority of Westport’s revenue and profitability while it is a   much less significant part of Cummins global business.  As such, Westport’s executive team is   actively involved in CWI’s business plan and strategy while Cummins plays   less of an active role.  Westport is   also responsible for the management of the CWI treasury function and makes   decisions on reinvestment of excess cash balances.

Therefore,   based on the analysis above, Westport has the power to direct the activities   of CWI that most significantly impact CWI’s economic performance.

38-C:  A reporting entity’s determination of   whether it has the power to direct the activities of a VIE that most   significantly impact the VIE’s economic performance shall not be affected by   the existence of kick-out rights or participating rights unless a single   reporting entity (including its related parties and de facto agents) has the   unilateral ability to exercise those kick-out rights or participating rights.   A single reporting entity (including its related parties and de facto agents)   that has the unilateral ability to exercise kick-out rights or participating   rights may be the party with the power to direct the activities of a variable   interest entity that most significantly impact the

September 28, 2012

Via E -mail
Mr. David R. Demers
Chief Executive Officer
Westport Innovations Inc.
Suite 101, 1750 West 75th Avenue
Vancouver, British Columbia, Canada  V6P  6G2

 Re: Westport Innovations Inc.
  Amendment No. 1 to Form 40-F for
  the Nine Months  Ended  December 31, 201 1
Filed September 25, 2012
Response Letter Dated September 25, 2012
  File No.  1-34152

Dear Mr.  Demers :

We have reviewed your response letter and filings have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by  amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please t ell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Amendment No. 1 to Form 40 -F for the Nine Months Ended December 31, 2011

Exhibit  99.2

Note 21.  Investment in Joint Ventures, (a)  Cummins Westport Inc., page 37

1. Further to your response to prior comment 2, please explain how you evaluated the
impact of adopting ASU 2009 -17.  In your response, explain how you determined that the
company is the primary beneficiary of CWI.  We note that as a result of the adoption of
ASU 2009 -17, you are now required to perform the assessment of whether the company
is the primary beneficiary of CWI on an ongoing basis.  Please discuss how you
considere d ASC 810 -10-25-38-A to 38G.

Mr. David R. Demers
Westport Innovations Inc.
September 28, 2012
Page 2

2. Further, with respect to the Second Amended and Restated Joint Venture Agreement
dated February 20, 2012, please discuss why you believe that the agreement does not
include changes to characteristics or adequacy of the legal e ntity's equity investment at
risk.  Compare the new agreement to the old agreement.  Refer to ASC 810 -10-35-4(a).

3. With respect to your response to prior comment 3, please tell us how you considered the
requirements of ASC 810 -10-45-25.

Note 23 – Segment  Information, page 40

4. Further to your response to prior comment 4 and the changes made to Exhibit 99.2 in
Amendment No. 1 to your Form 40 -F, please revise future filings to also revise the line
item title for segment net operating profit or loss in the se gment table to more accurately
reflect its components.

5. With reference to your response to prior comment 6, we note that you believe it is not
practical to disclose material revenues from external customers attributed to individual
foreign countries.  As required by ASC 280 -10-50-41, in future filings please disclose, to
the extent applicable, that providing the geographic information is impracticable.

Exhibits 99.4, 99.5, 99.6 and 99.7

6. We note that your certifications continue to be dated February 29, 2 012 in Amendment
No. 1 to your Form 40 -F which was filed September 25, 2012.  Please amend your Form
40-F, as required by Rule 12B -15, to include revised currently dated certifications by
each principal executive officer and the principal financial officer  of the registrant.

You may contact Gary Newberry, Staff Accountant, at (202) 551 -3761 or Kate Tillan,
Assistant Chief Accountant, at (202) 551 -3604 if you have questions regarding these comments.
In this regard, do not hesitate to contact me at (202) 55 1-3671.

        Sincerely,

        /s/ Kate Tillan for

        Martin James
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

September 25, 2012

Mr. Martin James
 Senior Assistant Chief Accountant
 Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Re:                             Westport Innovations Inc.

Form 40-F for the Nine Months Ended December 31, 2011

Filed March 1, 2012

File No. 1-34152

Dear Mr. James:

I am writing in response to your letter dated August 27, 2012 setting forth comments regarding the Form 40-F for the nine months ended December 31, 2011 (the “2011 Form 40-F”) of Westport Innovations Inc. (“Westport” or the “Company”).

To facilitate your consideration of Westport’s response, we have included below the comments and have provided Westport’s response immediately following.

Form 40-F — December 31, 2011

Exhibit 99.2

Note 21.  Investment in Joint Ventures, page 37

(a) Cummins Westport Inc., page 37

1.                                       With respect to your relationship with Cummins, please tell us how you considered the disclosure requirements for such a supplier concentration.  Refer to ASC 275-10-50-16 through -22.

Response:

With respect to our relationship with Cummins Inc. (“Cummins”), we have considered the disclosure requirements for supplier concentration.  For the year ended December 31, 2011, as disclosed in the financial statements, the majority of Westport’s revenues were derived from the operations of Cummins Westport Inc. (“CWI”), and CWI purchases all of its current and foreseeable engine products from Cummins-affiliated plants.  As such, Cummins-affiliated plants were and continue to be indirectly our primary supplier.

Nonetheless, we have concluded that this concentration does not make CWI or Westport vulnerable to the risk of a near-term severe impact because:

·                  Our relationship with Cummins is governed by our CWI joint venture agreement (“JVA”), and Cummins is contractually obligated to supply the engines and perform other duties pursuant to the terms of the JVA.  Cummins is a global power leader that designs, manufactures, distributes and services diesel and natural gas engines and engine-related component products. Cummins sells products to original equipment manufacturers (“OEM’s”), distributors and other customers worldwide in more than 190 countries and territories.  Cummins total net sales were $18 billion in 2011, with $11 billion in net sales attributed to their engine operating segment and less than 1% related to sales to CWI.  We believe it is reasonable to conclude that Cummins is a credit-worthy company that will fulfill its obligations under the JVA.

Westport Innovations Inc.

September 25, 2012

Page 2

·                  The risk of a near term severe impact is minimized by several factors including that Cummins is obligated by the JVA to manufacture and supply the engines sold by CWI, and the JVA also requires that Cummins must fully support the “spark-ignited” business of CWI including with respect to the making and distribution of CWI products.

·                  To date there have been no disruptions to the production and supply by Cummins to CWI of engines and we are aware of no circumstances where such a disruption may occur in the future.

Accordingly, we believe that the disclosure requirements on supplier concentration are not applicable to our relationship with Cummins.  In particular, in considering the three criteria for disclosure in ASC 275-10-50-16, we note that conditions (b) and (c) require that the concentration makes the entity vulnerable to the risk of a near-term severe impact and it is at least reasonably possible that the events that could cause the severe impact will occur in the near term.  As indicated above, we do not believe there is a “near-term severe risk” of failure to receive equipment from Cummins or that it is reasonably possible that such events shall occur in the near term (or more broadly in the foreseeable future).  We will continue to evaluate the need for additional disclosure under ASC 275 in future filings.

However, we have disclosed our dependence on Cummins in Note 21 (a) Investment in joint ventures — Cummins Westport Inc., page 37, by stating that Cummins has agreed to manufacture engines for CWI’s business and transfer the engines to CWI at cost.

Additional details are also disclosed in Exhibit 99.1 in the RISK FACTORS section, “We are dependent on our relationship with Cummins for CWI revenues and profits”, page 55.

2.                                       With respect to your accounting for CWI, your 50:50 joint venture with Cummins, please tell us how you considered whether a reconsideration event occurred and whether CWI is a VIE and whether you remain the primary beneficiary.  Refer to ASC 810-10-35-4.

Response:

We completed our last formal VIE assessment on January 1, 2004, which was the time of signing the First Amended and Restated Joint Venture Agreement of CWI (“First Amended and Restated JVA”) since such event was considered a reconsideration event under U.S. GAAP in effect at that time.  At such time, we concluded that CWI was a VIE and Westport was the primary beneficiary. Please refer to our letter to the Securities and Exchange Commission dated February 25, 2010, response to comment 2, for our analysis supporting our conclusion that CWI is a VIE and Westport is the primary beneficiary.

Subsequent to January 1, 2004 through December 31, 2011, there have been no qualitative or quantitative events that would be considered a reconsideration event under ASC 810-10-35-4, and therefore, Westport continues to consolidate CWI as the primary beneficiary of the VIE.

In Westport’s 2011 annual financial statements, we disclosed that on February 20, 2012, the Company entered into a Second Amended and Restated Joint Venture Agreement of CWI (“Second Amended and Restated JVA”) with Cummins Inc.  This was a subsequent event (Exhibit 99.2, Note 25 — Subsequent events, page 47), and accordingly, any potential change in our VIE accounting treatment of CWI would only affect our disclosures for the 2012 reporting periods.

For your information, we have evaluated whether a reconsideration event had occurred subsequent to the December 31, 2011 year-end in light of the Second Amended and Restated JVA.

ASC 810-35-4 requires the Company to reconsider the status of CWI as a VIE based on the following criteria:

a.               Criteria:  Whether the entity’s governing documents or contractual arrangements have been changed in a manner that changes the characteristics or adequacy of the entity’s equity investment at risk

Westport Innovations Inc.

September 25, 2012

Page 3

Analysis:  The changes in the Second Amended and Restated JVA do not substantively change the characteristics or adequacy of CWI’s equity at risk.  There were no:

·                  Changes to the authorized capital

·                  Additional contributions by either party to the agreement (each, an “investor”)

·                  Returns of equity to investors

·                  Material revisions to investors’ voting rights

·                  Entry into any new significant line of new business

·                  Significant curtailment of the JV’s existing activities

b.              Criteria:  Whether the equity investment or some part thereof has been returned to the equity investors, and whether other interests have become exposed to expected losses of the entity

Analysis:  There have been no returns of the initial equity investment in CWI to either of the joint venture partners, and no other interests have been exposed to CWI’s profits or losses.

c.               Criteria:  Whether the entity has undertaken additional activities or acquired additional assets, beyond those that were anticipated at the later of the inception of the entity or the latest reconsideration event, that have or will increase the entity’s expected losses

Analysis:  There have been no new activities or significant asset acquisitions outside the scope of the initial joint venture agreement.  CWI continues to operate in accordance with its stated strategy (which is consistent with the Original JVA and First Amended and Restated JVA) as follows: “CWI’s vision is to be the leading provider in the United States, Canada and Mexico of SI Natural Gas and propane on highway, high performance, low emission and economically viable engines by bringing to market, now and in the future, the best available technologies engineered into the Cummins line of engine products.  CWI shall undertake the SI Business in the Market and develop, support and market the Products in the Market.”

d.              Criteria:  Whether the entity has received an additional equity investment that is at risk, or the entity has curtailed or modified its activities in a way that decreases its expected losses

Analysis:  No additional equity at risk was added to CWI as no additional capital was injected by either joint venture party or by any third party.

CWI has not modified or curtailed any of its initial activities in any material way that impacts its expected losses.  Although the Second Amended and Restated JVA governing the operations of CWI amended the focus of CWI’s future product development investments to North American markets and excluded certain global markets, none of the excluded markets had been active and significant to either CWI’s current operations or forecasted current market opportunities.  Therefore, this focus on the geographical markets of CWI had no substantive impact either qualitatively or quantitatively.

CWI has become profitable but has operated within its original business model. CWI was formed and operated with the goal of becoming profitable.

We concluded that no reconsideration event occurred because there was no change in the structure of the ownership interest, power of the Finance Committee, contingencies, guarantees or other material revisions from the initial set-up of CWI.  Therefore, our prior conclusion that CWI is a VIE and Westport is the primary beneficiary continues to apply subsequent to the February 2012 event.

3.                                       With respect to your disclosure for CWI, please tell us the following:

·                  The company’s methodology for determining that the company is the primary beneficiary of CWI, including, but not limited to, significant judgments and assumptions made.

Westport Innovations Inc.

September 25, 2012

Page 4

·                  Whether the company has provided financial or other support (explicitly or implicitly) during the periods presented to CWI that the company was not previously contractually required to provide or whether the company intends to provide that support.

·                  Qualitative and quantitative information about the company’s involvement (giving consideration to both explicit arrangements and implicit variable interests) with CWI, including, but not limited to, the nature, purpose, size, and activities of CWI, including how CWI is financed.

Refer to ASC 810-10-50-5A and discuss your consideration of providing these disclosures.

Response:

The Company’s methodology for the primary beneficiary determination analysis includes the following based on ASC 810-10-25-38A:

·                  Under the First Amended and Restated JVA, Westport had the sole responsibility for reimbursing any financial losses incurred by CWI up to and including December 31, 2004.  Westport would have received the entire benefit of any financial profits of CWI up to and including December 31, 2004.  As such, the Company was expected to absorb a majority of CWI’s expected losses and receive a majority of CWI’s expected residual returns, which indicated that the Company was a primary beneficiary.  This was disclosed in our 2011 annual financial statements, Note 21 (a) — Investment in Joint Ventures — Cummins Westport Inc., page 37.

·                  Westport also had provided all of the original $38.4 million in equity to CWI and incurred $45.7 million in net deficit from the date of inception of CWI to January 1, 2004 and was responsible for further capital funding in addition to the reimbursement of any losses in 2004 should losses be incurred.  This is another indication that Westport was the primary beneficiary.  This was disclosed in our 2011 annual financial statements, Note 21 (a) — Investment in Joint Ventures — Cummins Westport Inc., page 37.

Westport has not provided financial or other support during the periods presented to CWI that the Company was not previously contractually required to provide, and the Company does not intend to provide support not previously contractually required.  In future filings, we will include the following additional disclosure, “The Company has not provided financial or other support during the periods presented to CWI that the Company was not previously contractually required to provide and the Company does not currently intend to provide that support in the future.”

With respect to the qualitative and quantitative information about the Company’s involvement, these were disclosed as follows:

·                  Qualitative — In our 2011 annual financial statements, Note 21 (a) — Investment in Joint Ventures — Cummins Westport Inc., page 37, we disclosed that the general purpose of the JVA is to develop markets and technology for alternative fuel engines.  We also disclosed in the same note how CWI is financed.  In Exhibit 99.1, page 23 to 26, we disclosed in detail the explicit arrangements with CWI, including the nature, size and activities of CWI.

·                  Quantitative — In our 2011 annual financial statements, Note 21 (a) — Investment in Joint Ventures — Cummins Westport Inc., page 37 to 38, we disclosed the Company’s equity interest in CWI, its financial exposures, and that the Company and Cummins share equally in the profit and losses of CWI.  Actual operating results were disclosed in the consolidated income statements and in Note 23 - Segmented information.  The carrying value of the Company’s investment in CWI and CWI’s condensed balance sheet were also provided in Note 21 (a) — Investment in Joint Ventures — Cummins Westport Inc., page 37 to 38.

Note 23.  Segment Information, page 40

4.                                       Your definition of segment net operating income (loss) excludes depreciation.  In future filings, please clarify by revising the description of the line item for segment net operating profit or loss in the segment table to clarify that it does not include depreciation expense

Westport Innovations Inc.

September 25, 2012

Page 5

Response:

In future filings, we will revise the description of the line item for segment net operating profit or loss in the segment table to state, “Net operating income (loss) before depreciation and amortization”.

5.                                       Please tell us how you considered the disclosure required by ASC 280-10-50-25 related to your segment assets.

Response:

We note that the disclosure required by ASC 280-10-50-25 is as follows:

a.               The amount of investment in equity method investees; and

b.              The total expenditures for additions to long-lived assets other than any of the following:

1.               Financial instruments;

2.               Long-term customer relationships of a financial institution;

3.               Mortgage and other servicing rights;

4.               Deferred policy acquisition costs;

5.               Deferred tax assets.

In Exhibit 99.2, Note 23 — Segmented information, page 42, we disclosed that total long-term investments of $7,732,000 was allocated to Westport’s Corporate segment and $637,000 was allocated to the Westport LD segment.  Note 7 — Long-term investments, page 23 further disclosed that these investments are accounted for by the equity method.

Westport’s long-lived assets consis

CORRESP
1
filename1.htm

September 25, 2012

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Westport Innovations Inc.

Form 40-F for the Nine Months Ended December 31, 2011

Filed March 1, 2012

Ladies and Gentlemen:

Concurrently herewith, Westport Innovations Inc. is re-filing its Form 40-F for the nine months ended December 31, 2011. The re-filing incorporates Extensible Business Report Language, or XBRL, tags and includes an amendment to Exhibit 99.3 - Disclosure Controls and Procedures and Internal Control Over Financial Reporting, page 13 to correct a date reference to state December 31, 2011 to comply with General Instruction B(6)(b) of Form 40-F.

Should you have any questions or concerns, please do not hesitate to contact the undersigned at (604) 718-2035 or by e-mail at SManki@westport.com.

Yours truly,

WESTPORT INNOVATIONS INC.

/s/   Salman Manki

Salman   Manki

Corporate   Counsel

Suite 101 – 1750 West 75th Avenue  ::  Vancouver, B.C.  ::  Canada  V6P 6G2  ::  t: 604-718-2000  f: 604-718-2001  ::  www.westport.com

August 27 , 2012

Via E -mail
Mr. David R. Demers
Chief Executive Officer
Westport Innovations Inc.
Suite 101, 1750 West 75th Avenue
Vancouver, British Columbia, Canada  V6P 6G2

 Re: Westport Innovations Inc.
  Form 40-F for the Nine Months  Ended  December 31, 201 1
Filed March 1, 2012
  File No.  1-34152

Dear Mr.  Demers :

We have reviewed your filing  and have the following comments.   In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us  when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and t he information you provide in
response to these comments, we may have  additional comments.

Form 40 -F for the Nine Months Ended December 31, 2011

Exhibit 99.2

Note 21.  Investment in Joint Ventures, page 37

(a)  Cummins Westport Inc., page 37

1. With r espect to your relationship with Cummins, p lease tell us how you considered the
disclosure requirements for such a supplier concentration.  Refer to ASC 275 -10-50-16
through -22.

Mr. David R. Demers
Westport Innovations Inc.
August 2 7, 2012
Page 2

 2. With respect to your accounting for CWI, your 50:50 joint venture with Cummi ns, please
tell us how you considered whether a reconsideration event occurred and whether CWI is
a VIE and whether you remain the primary beneficiary.  Refer to ASC 810 -10-35-4.

3. With respect to your disclosure for CWI, p lease tell us the following:

 The company’s methodology for determining that the company is the primary
beneficiary of CWI, including, but not limited to, significant judgments and
assumptions made.
 Whether the company has provided financial or other support (explicitly or
implicitly) dur ing the periods presented to CWI that the company was not
previously contractually required to provide or whether the company intends to
provide that support.
 Qualitative and quantitative information about the company’s involvement
(giving consideration to  both explicit arrangements and implicit variable interests)
with CWI, including, but not limited to, the nature, purpose, size, and activities of
CWI, including how CWI is financed.

Refer to ASC 810 -10-50-5A and discuss your consideration of providing these
disclosures.

Note 23 – Segment Information, page 40

4. Your definition of segment net operating income (loss) excludes depreciation.  In future
filings, please clarify by revis ing the description of the line item for segment net
operating profit or lo ss in the segment table to clarify that it does not include depreciation
expense.

5. Please tell us how you considered the disclosure required by ASC 280 -10-50-25 related
to your segment assets.

6. We note that you report revenues for the Americas, Asia and ot her.  Please tell us how
your disclosure considered ASC 280 -10-50-41 which requires disclosure of r evenues
from external customers attributed to your country of domicile and attr ibuted to all
foreign countries either in total or, where material, attributed  to individual foreign
countr ies separately.  Also, it requires disclos ing the basis for attributing revenues from
external customers to individual countries.

Mr. David R. Demers
Westport Innovations Inc.
August 2 7, 2012
Page 3

 Exhibit 99.3

Disclosure Controls and Procedures and Internal Control Over  Financial Reporting, page 13

7. We note that management’s conclusion regarding the effectiveness of your disclosures
controls and procedures refers to March 31, 2011 and not December 31, 2011.  Please
amend your Form 40 -F to comply with General Instruction B(6)(b) of Form 40 -F  to
disclose the conclusions of the company’s principal executive and principal financial
officers regarding the effectiveness of the company’s disclosure controls and procedures
as of the end of the period covered by the report - i.e., December 31, 2011 .

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and  all applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the
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 federal securities laws of the United States.

You may contact Gary Newberry, Staff Ac countant, at (202) 551 -3761 or Kate Tillan ,
Assistant Chief  Accountant, at (202) 551 -3604 if you have questions regarding these comments.
In this regard, do not hesitate to contact me at (202) 551 -3671.

        Sincerely,

        /s/ Kate Tillan for

        Martin James
        Senior Assistant Chief Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE

May 3, 2012
Via E-Mail
David R. Demers
Chief Executive Officer Westport Innovations, Inc. 1750 West 75
th Ave., Suite 101
Vancouver, British Columbia
Canada V6P 6G2

 Re: Westport Innovations, Inc.
  Form 40-F for the Fiscal Year Ended December 31, 2011   Filed March 1, 2012   File No. 1-34152
Dear Mr. Demers:

We refer you to our comment letter dated March 19, 2012 regarding business
contacts with Iran, Syria, Sudan and Cuba.  We  have completed our review of this subject
matter.  We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from  taking any action with respect to the
company or the filing and the co mpany may not assert staff co mments as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of
the United States.  We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

        S i n c e r e l y ,

        /s/ Cecilia Blye          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Amanda Ravitz   Assistant Director  Division of Cor poration Finance

CORRESP
1
filename1.htm

Correspondence

 Westport

 April 19, 2012

 U. S. Securities and Exchange Commission

Office of Global Security Risk

 Washington, D.C.

 USA 20549

Attn.
  Ms. Cecilia Blye, Chief

  Ms. Jennifer Hardy, Special Counsel

Re:
Westport Innovations Inc. Form 40-F for Fiscal Year Ended December 31, 2011

 Dear Ms. Blye:

 I am writing in response to your letter to Westport Innovations Inc.
(“Westport”) dated March 19, 2012. This letter supersedes and replaces in its entirety our letter of April 13, 2012. With reference to the paragraph numbers used in your letter, Westport responds below to your inquiries.

1.
Please tell us whether the sanctioned countries in which your foreign subsidiaries may do business include Iran, Syria, Sudan or Cuba, which are identified by the
U.S. Department of State as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. In this respect, please describe to us the nature and extent of your past, current, and anticipated contacts with Iran, Syria,
Sudan or Cuba, whether through subsidiaries, distributors, resellers or other direct or indirect arrangements.

Westport’s Italian subsidiaries, OMVL SpA (“OMVL”) and Emer SpA (“Emer”), are the only foreign subsidiaries that
have had any business, direct or indirect, related to Iran, Syria, Sudan or Cuba (the “Sanctioned Countries”). Westport acquired OMVL on July 2, 2010 and Emer on July 1, 2011. These companies had made some export sales to
customers in Iran prior to the acquisition by Westport. Upon acquisition, Westport required both OMVL and Emer to cease marketing to customers in Iran and to wind down existing contractual commitments as soon as possible.

In 2011, OMVL concluded all contractual commitments to Iranian customers, and since July 2011, OMVL has not shipped any product to Iran
and currently has no future plans to do so. OMVL sales to Iranian customers in 2011 represented approximately 1.3% of Westport’s global sales revenue which we believe to be immaterial.

In 2011, Emer sales to its Iranian customers represented less than 0.4% of Westport’s global sales revenue. Emer has made no sales to
Iranian customers in 2012.

 To Westport’s knowledge, no U.S. persons and/or entities have been involved in these sales by
OMVL or Emer.

 Otherwise, to Westport’s knowledge, none of Westport nor any of Westport’s foreign subsidiaries
conduct business in or with any of the Sanctioned Countries. The following provides a description of the nature and extent of Emer and OMVL’s contacts with Iran, as well as responses to your questions regarding Westport’s business with
Cummins, Volvo, Hyundai and Caterpillar.

 OMVL

OMVL designs, manufactures and markets fuel systems for gas propelled passenger cars and light duty trucks, and for the conversion of
engines from gasoline to compressed natural gas (“CNG”) and liquid petroleum gas (“LPG”). Westport acquired OMVL for its technology, know-how and manufacturing capacity with regard to CNG and LPG fuel systems. [***
Confidential Treatment Requested by Westport 0001]

 Suite 101 – 1750 West 75th Avenue :: Vancouver, B.C. :: Canada V6P 6G2 :: t: 604-718-2000 f: 604-718-2001 ::
www.westport.com

 [*** Confidential Treatment Requested by Westport 0002]

[*** Confidential Treatment Requested by Westport 0003]

 [*** Confidential Treatment Requested by Westport 0004]

 To Westport’s
knowledge, no U.S. persons and/or entities have been involved in OMVL’s sales to Iran. [*** Confidential Treatment Requested by Westport 0005], all products supplied by OMVL to Iranian customers were of Italian origin. No U.S.-origin
goods or technology were involved.

 All OMVL sales involving these Iranian customers were in Euros.

Emer

 Emer is a leading manufacturer and supplier of CNG and LPG valves and other components for light and heavy duty vehicles. The acquisition of Emer allows Westport to supply complete (i.e., from fuel tanks
to engines) CNG and LPG systems to its customers. An immaterial portion (approximately [*** Confidential Treatment Requested by Westport 0006]

 of Emer’s total 2011 sales since acquisition by Westport were to customers in Iran, notably to two Iranian automobile manufacturers, [*** Confidential Treatment Requested by Westport 0007]

 The sales of CNG and LPG valves for light and heavy duty [*** Confidential Treatment Requested by Westport 0008] are
not prohibited under Canadian law. Nonetheless, as of approximately July 2011, Westport directed Emer as a matter of corporate policy to phase out and terminate all sales to Iranian customers as soon as possible.

To Westport’s knowledge, no U.S. persons, U.S. entities or U.S.-origin goods and technology have been involved in Emer’s sales
to Iran. All products supplied by Emer to Iranian customers were of Italian origin. All Emer’s sales involving these Iranian customers are in Euros.

 [*** Confidential Treatment Requested by Westport 0009]

 Cummins
Westport Inc., Volvo, Hyundai and Caterpillar

 Cummins Westport Inc. is a joint venture with Cummins Inc. While Cummins
Inc. is a 50 percent owner of Cummins Westport Inc., the scope of the joint venture’s products and the markets in which it operates are much narrower than those of Cummins Inc. To Westport’s knowledge, Cummins Westport Inc. has not
sold or distributed products to any of the Sanctioned Countries.

 To Westport’s knowledge, none of Volvo, Caterpillar nor
Hyundai have sold or distributed Westport products to any of the Sanctioned Countries.

 Other than with regard to Emer and OMVL
as described above, Westport does not have arrangements that to Westport’s knowledge involve the provision of products or services to the Sanctioned Countries.

2.
 Please discuss the materiality of your contacts with Iran, Syria, Sudan and Cuba described in response to the foregoing comment and whether those
contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal
years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important

 Suite 101 – 1750 West 75th Avenue :: Vancouver, B.C. :: Canada V6P 6G2 :: t: 604-718-2000 f: 604-718-2001 ::
www.westport.com

in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities,
and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have operations associated with Iran, Syria, Sudan and Cuba.

 On either a quantitative and qualitative basis, Westport does not believe any of the contacts involving Iran described above would present a material investment risk for Westport security holders.
Westport does not think that the potential impact of investor sentiment or the potential for reputational harm from any such limited contact with Iran would have a material impact on Westport’s business or results of operations. Westport has a
market capitalization of approximately US$2 billion dollars as of today and consolidated revenues for the 12 months ended December 31, 2011 were US$264.7 million dollars. Combined, OMVL and Emer 2011 sales involving Iran (described above)
totaled approximately US$4.5 million or less than 2% of Westport’s total 2011 sales and there have been no sales to Iranian customers in 2012.

 The potential for foreign subsidiary sales to countries subject to US sanctions and the potential for material fines and penalties, as well as reputational damage, for violation of US sanctions laws is
reflected in the section of Westport’s public disclosure referenced in your letter.

 The information provided in this letter is provided
to the best of Westport’s information and belief following reasonable inquiry.

 Further to your request, were hereby confirm that:

1.
Westport is responsible for the adequacy and accuracy of the disclosure in the filing;

2.
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

3.
Westport may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please do not hesitate to contact the undersigned or Salman Manki, Westport’s Corporate Counsel, at 604-718-2035 or
SManki@westport.com, if you should have any questions or concerns.

 Sincerely,

/s/ David R. Demers

 David R. Demers

 Chief Executive Officer

 Westport
Innovations Inc.

 Suite 101 – 1750 West 75th Avenue :: Vancouver, B.C. :: Canada V6P 6G2 :: t: 604-718-2000 f: 604-718-2001 ::
www.westport.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE

March 19, 2012
Via E-Mail
David R. Demers
Chief Executive Officer Westport Innovations, Inc. 1750 West 75
th Ave., Suite 101
Vancouver, British Columbia
Canada V6P 6G2

 Re: Westport Innovations, Inc.
  Form 40-F for the Fiscal Year Ended December 31, 2011   Filed March 1, 2012   File No. 1-34152
Dear Mr. Demers:

We have limited our review of your filing to your contacts with countries that
have been identified as state sponsors of terrorism and we have the following
comments.  Our review with respect to this  issue does not precl ude further review by
the Assistant Director group w ith respect to other issues.   At this juncture, we are
asking you to provide us with informa tion so we may better understand your
disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.  Risk Factors, page 37

Some of our foreign subsidiaries may do busin ess in countries subjec t to U.S. sanctions
and embargoes…, page 47

1. Please tell us whether the sanctione d countries in which your foreign
subsidiaries may do business include Ira n, Syria, Sudan or Cuba, which are
identified by the U.S. Department of State as state sponsors of terrorism and
are subject to U.S. economic sanctions a nd export controls.  In this respect,
please describe to us the nature a nd extent of your past, current, and
anticipated contacts with Iran, Syri a, Sudan or Cuba, whether through

David R. Demers
Westport Innovations, Inc. March 19, 2012 Page 2
 subsidiaries, distributors, re sellers or other di rect or indirect arrangements.
 For instance, we note disclosure in y our Annual Report that your joint venture
Cummins Westport, Inc. is co-owned  by Cummins, Inc. and that you are
dependent on your relationship with Cummins.  We not e from Cummins’
website that it conducts business with Cuba.  We note news articles reporting
that Cummins co-owns the Dong Feng Cummins Engine Company with a Dong Feng company, and that Dong Feng Motor Co. and Dong Feng Automobile conduct business in Iran. We  also are aware of a news article
reporting that Dong Feng Cummins sold e ngines to the military in Sudan.
 We also note that your Annual Report discusses business arrangements with
Volvo, Hyundai and Caterpillar.  Accord ing to Volvo’s website, it conducts
business in Iran and Syria and according to a third party website, its products
are distributed in Sudan.  Accord ing to Hyundai’s website, it conducts
business in Iran, Syria and Sudan.  News articles report that Caterpillar sells
its products in Syria and Sudan.  Pl ease tell us whet her any of these
companies sell your products  or technologies in conn ection with their business
in Iran, Syria, Sudan or Cuba.  Your response should describe any serv ices or products you have provided to
Iran, Syria, Sudan or Cuba, and any ag reements, commercial arrangements, or
other contacts you have had with th e governments of those countries or
entities controlled by those governments.
2. Please discuss the materiality of your contacts with Iran, Syria, Sudan and
Cuba described in response to the foregoing comment and whether those contacts constitute a material investment  risk for your security holders.  You
should address materiality in quantita tive terms, including the approximate
dollar amounts of any associated revenue s, assets, and liabilities for the last
three fiscal years and the subsequent in terim period.  Also, address materiality
in terms of qualitative factors that a reasonabl e investor would deem
important in making an investment deci sion, including the potential impact of
corporate activities upon a company’s re putation and share value.  Various
state and municipal governments, unive rsities, and othe r investors have
proposed or adopted divestment or simila r initiatives regarding investment in
companies that do business with U.S.-des ignated state sponsor s of terrorism.
Your materiality analysis should addre ss the potential impact of the investor
sentiment evidenced by such actions directed toward companies that have operations associated with Iran, Syria, Sudan and Cuba.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company

David R. Demers
Westport Innovations, Inc. March 19, 2012 Page 3
 and its management are in possession of all facts relating to the company’s disclosure,
they are responsible for the accuracy and adequa cy of the disclosures they have made.
 In responding to our comments, please provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.  Please contact Jennifer Hardy, Special C ounsel, at (202) 551- 3767 or me at (202)
551-3470 if you have any questions about  the comments or our review.

        S i n c e r e l y ,

        /s/ Cecilia Blye          C e c i l i a  B l y e ,  C h i e f
        Office of Global Security Risk
  cc:  Amanda Ravitz   Assistant Director  Division of Cor poration Finance

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

   Mail Stop 3030

March 1, 2010

Mr. Bill Larkin Chief Financial Officer Westport Innovations, Inc. Suite 101, 1750 West 75th Avenue Vancouver, British Columbia, Canada V6P 6G2
Re: Westport Innovations, Inc.
Form 40-F for the Fiscal Year Ended March 31, 2009  Filed June 8, 2009 File No.  001-34152

Dear Mr. Larkin:   We have completed our review of your Form 40-F and related filings and have no
further comments at this time.            S i n c e r e l y ,                                 Kevin L. Vaughn        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

        February 25, 2010

        Ms. Lynn Dicker

        Reviewing Accountant

        Division of Corporation Finance

        Securities and Exchange Commission

        100 F. Street, N.E.

        Mail Stop 2561

        Washington, D.C. 20549

                        Re:

                        Westport Innovations Inc.

                        Form 40-F and related filings for fiscal year ended March 31, 2009

                        Filed June 8, 2009

                        File No. 001-34152

        Dear Ms. Dicker:

        This letter is submitted on behalf of Westport Innovations Inc. (the “Company” or “Westport”) in response to the comments that you provided on behalf of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
        “Commission”) with respect to the Company’s 40-F and related filings for the fiscal year ended March 31, 2009 (filed June 8, 2009, File No. 001-34152) (the “Form 40-F”), as set forth in your letter to the Company dated January 29, 2010. For reference purposes, the text of the comment contained in your letter dated January 29, 2010 has been
        reproduced herein (in bold), with the Company’s response below such comment.

        Note 24. Reconciliation to United States Generally Accepted Accounting Standards, page F-32

        1. We note on page 10 of this exhibit that you record estimated costs of returns, allowances and sales incentives. Please tell us and revise your future filings to explain the nature of the allowances, sales incentives, and the rights of return that you give to your customers and how you account for these under U.S. GAAP. Refer to guidance in 605-15 and 605-50 of the FASB Accounting
        Codification.

        We recognize revenue, net of estimated costs of returns, allowances and sales incentives, when it is realized or realizable which generally occurs when persuasive evidence of an arrangement exists, the product has been shipped and legal title and all risks and rewards of ownership have been transferred, customer acceptance has occurred and payment is reasonably assured. Under 605-50-25.3 of the FASB
        Accounting Codification, “For a sales incentive offered voluntarily by a vendor and without charge to customers that can be used or that becomes exercisable by a customer as a result of a single exchange transaction, and that will not result in a loss on the sale of a product or service, a vendor shall recognize the cost of such a sales incentive at the later of the following:

        a. The date at which the related revenue is recognized by the vendor

        b.  The date at which the sales incentive is offered (which would be the case when the sales incentive offer is made after the vendor has recognized revenue; for example, when a manufacturer issues coupons offering discounts on a product that it already has sold to retailers).”

        From time to time, we offer sales incentives to both our distribution network and our OEM customers during sales negotiations and recognize the incentive at the date upon which the related revenue is recognized. The incentive programs, which are applied infrequently, are designed to promote the sale of our product in the channel or encourage usage of our product by OEM customers. Sales incentives fall
        into two general categories: 1) volume rebates and 2) sales of units with extended warranty packages. For

        volume rebates, we provide certain customers with rebate opportunities for attaining specified volumes during a particular quarter or year. Because of the infrequency and immateriality of these programs, volume rebates have been expensed when specified volume levels have been attained. Total volume discounts have been approximately $200,000 in each of the last two years against revenues of $121,837,000
        and $71,536,000 in fiscal years 2009 and 2008 respectively. If volume discounts become more frequent and significant in future periods, we will accrue the expected amount of the volume rebates at the time of original sale and update our accruals accordingly based on our best estimate of the volume levels the customer will reach during the measurement period. Extended warranty packages are provided to customers at the time of sale in certain rare circumstances. Our practice has been to
        allocate the proceeds on sale between the engine sale and the extended warranty using the provisions EITF 00-21. We recognize revenue on the engine on the date the engine is shipped to the customer and we defer the revenue related to the extended warranty package and recognize it over the extended warranty period.

        Rights of return and allowances do not exist for a large portion of our sales, other than for quality issues. We do offer certain rights of return in our after-market business, where some after-market customers are permitted to return small amounts of parts each year. As such returns have historically been insignificant; we recognize the reduction in revenue as returns occur. Rights of return on engine
        sales have also historically been insignificant. Engines are returned in less than 0.2% of shipments and returns have related to quality issues which have been resolved with the engine ultimately being shipped to the customer.

        In future filings, if and when these programs become more significant, the Company will enhance its disclosure to clarify its accounting policy with respect to estimated costs of returns, allowances and sales incentives based on the comments outlined above.

        2. We noted from your disclosures in page 7 and pages 24-27 of this exhibit and throughout the filing that you are consolidating Cummins Westport Inc. (“CWI”), a joint venture, which you established with Cummins, Inc. We further note that you hold a 50% interest in this joint venture and you have determined that CWI is a variable interest entity whereby you are
        the primary beneficiary. As a result of this determination, we note that you are consolidating this entity for all reporting periods being presented. Please provide us with your analysis supporting your conclusion that you are the primary beneficiary of this joint venture under US GAAP. Refer to the guidance in 810-10-15 of the FASB Accounting Standards Codification.

        Under 810-10-15 of the FASB Accounting Standard Codification, “a legal entity shall be subject to consolidation under the guidance in the Variable Interest Entities Subsections if, by design, any of the following conditions
        exist:

        The total equity investment (equity investments in a legal entity are interests that are required to be reported as equity in that entity’s financial statements) at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support
        provided by any parties, including equity holders.”

        On January 1, 2004, we re-negotiated the terms of our joint venture agreement with Cummins Inc. and we considered the amendment of the joint venture agreement to be a reconsideration event as of that date. Accordingly, we re-evaluated our interest in CWI as at that date. At January 1, 2004, CWI did not have sufficient equity at risk to finance its activities without additional financial support provided
        by the equity holders. While US$38.4 million had been contributed as share capital, all by Westport, CWI also had a deficit of $45.7 million with the difference also to be funded by Westport. Thus, we concluded that CWI was a variable interest entity in accordance with U.S. GAAP as of January 1, 2004, the effective date of the Amended and Restated Joint Venture Agreement between Cummins Inc. and the Company.

        Under 810-25-38 of the FASB Accounting Standard Codification, “A reporting entity shall consolidate a VIE if that reporting entity has a variable interest (or combination of variable interests) that will absorb a majority of the VIE's expected losses, receive a majority of the VIE's expected residual returns, or both. A

        reporting entity shall consider the rights and obligations conveyed by its variable interests and the relationship of its variable interests with variable interests held by other parties to determine whether its variable interests will absorb a majority of a VIE's expected losses, receive a majority of the VIE's expected residual returns, or both. If one reporting entity will absorb a majority of a VIE's
        expected losses and another reporting entity will receive a majority of that VIE's expected residual returns, the reporting entity absorbing a majority of the losses shall consolidate the VIE.”

        Under the Amended and Restated Joint Venture Agreement effective January 1, 2004, “Westport had the sole responsibility for reimbursing any financial losses incurred by CWI up to and including December 31, 2004. Westport would have received the entire benefit of any financial profits of CWI up to and including December 31, 2004. ”

        As the Company guaranteed the losses during the 2004 calendar year and received the entire benefit of any financial profits of CWI up to and including December 31, 2004, the Company was expected to absorb a majority of CWI’s expected losses, receive a majority of CWI’s expected residual returns, or both that could be significant to the variable interest entity as discussed in 810-25-38. The
        Company also had provided all of the original $38.4 million in equity to CWI and incurred $45.7 million in net deficit from the date of inception of CWI to January 1, 2004 and was responsible for further capital funding in addition to the reimbursement of any losses in 2004 should losses be incurred.

        There were no other reconsideration events which amended the joint venture agreement subsequent to the effective date of the Amended and Restated Joint Venture Agreement between Cummins Inc. and the Company. There were no other events impacting the equity of two joint venture partners. As a result, we concluded that the Company was the primary beneficiary under U.S. GAAP at the effective date of the
        amended and restated joint venture agreement and for all subsequent reporting periods.

        3. We note from page 39 of this exhibit that you reported $4.3 million of expenses related to a change in your warranty estimate. We further note from pages 9, 15 and 16 of Exhibit 99.3 that you base your warranty reserves upon historical failure rates among other factors and that this change in estimate primarily relates to new products that were launched in fiscal 2007 and 2009. Please tell us and
        revise your future filings to explain in more detail how you determine your warranty reserves under US GAAP. Within your discussion, please explain in more detail why you base your warranty costs upon historical failure rates even though a number of your products are new to the company. Discuss how you determined that your warranty accruals are sufficient to cover future warranty claims and clarify each of the factors you considered in your analysis. We may have further comments upon
        reviewing your response.

        We estimate and record a liability for warranty programs, primarily base warranty, at the time our products are sold.  Our estimates are based on historical experience and reflect management’s best estimate of expected costs at the time products are sold and subsequent adjustment to those expected costs when actual costs differ.  Our warranty liability is generally affected by component
        failure rates, repair costs and the time of failure.  In setting the warranty provision we use claim-based data as soon as it is practicable to do so based on the maturity of the engine.

        We review our warranty accruals and estimates on a quarterly basis using actual field data which is inputted into warranty models. Specifically, working with our joint venture partner, Cummins Inc, CWI uses statistical models to calculate and evaluate our warranty accrual rates and to assess the adequacy of our warranty reserves. These models utilize historical payment trends and actual claim data to help
        determine our warranty exposure.

        When launching new products, we take into consideration the warranty experience of previous engine platforms and pre-launch field trials. Although certain changes will be made to parts, calibration, and other factors impacting performance and durability, we are able to estimate future warranty claims development based on the historical experience within the Company and from CWI’s joint venture
        partner, Cummins

        Inc. New products require a greater use of judgment and the Company applies a factor, based upon the extent of change from the underlying platform, to historical estimates which allows for the higher warranty claims experience generally associated with new product launches.

        The factor is reduced over time as actual product specific field experience of the particular engine becomes available providing reliable product-specific data. Product-specific experience is typically available four or five quarters after product launch, with a clear experience trend not evident until eight to twelve quarters after launch. If the actual product specific data shows evidence
        of maturing above our historical estimates, we adjust our warranty estimates accordingly.

        During the fiscal year ended March 31, 2009, actual cost trends for the newly launched ISL G engine, for which base warranty period is two years from the in-service date, indicated the potential for higher warranty claims experience than the product on which the initial accrual rate was developed.  We increased our liability during the year ended March 31, 2009 as these experience
        trends became evident.

        We propose to add the following language to this section in future filings for which the 2008 and 2009 periods are included:

        “New product launches require a greater use of judgment in developing estimates until claims experience becomes available.  Product specific experience is typically available four or five quarters after product launch, with a clear experience trend not evident until eight to twelve quarters after launch.  We generally record warranty expense for new products upon shipment using a factor
        based upon historical experience from previous engine generations in the first year, a blend of actual product and historical experience in the second year and product specific experience thereafter.”

        Exhibit 99.3

        Management’s Discussion and Analysis, page 1

        Disclosure Controls and Procedures and Internal Control over Financial Reporting, page 13

        4. We note from the cover page of your filing that you are not required to include management’s report on the effectiveness of internal controls over financial reporting as of March 31, 2009 since you are in a transition period due to you being a newly public company. However, we note here that you have concluded your internal controls over financial reporting were adequately designed as of March
        31, 2009 to provide reasonable assurance regarding the reliability of your financial statement reports. Please revise your future filings to include a clear and definite statement as to whether your internal control over financial reporting was effective or not effective as of the end of your most recent fiscal year and provide all of the disclosures outlined in Section B(6)(c) of the General Instructions to Form 40-F.

        We will revise our future filings to include management’s assessment of Company’s internal controls over financial reporting as of the end of our fiscal year ended March 31, 2010, including a statement as to whether or not internal control over financial re

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

   Mail Stop 3030

January 29, 2010
Via Facsimile and U.S. Mail

 Mr. Bill Larkin Chief Financial Officer Westport Innovations, Inc. Suite 101, 1750 West 75th Avenue Vancouver, British Columbia, Canada V6P 6G2
Re: Westport Innovations, Inc.
Form 40-F for the Fiscal Year Ended March 31, 2009  Filed June 8, 2009 File No.  001-34152

Dear Mr. Larkin:
We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your documents in future filings in response to these comments.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your  explanation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in thes e respects.  We welcome any questions you may
have about our comments or any other aspect of our review.  Feel free to  call us at the telephone
numbers listed at the end of this letter.

Westport Innovations, Inc.
Mr. Bill Larkin
January 29, 2010 Page 2  Form 40-F for the Fiscal Year Ended March 31, 2009

 Exhibit 92

 Note 24.  Reconciliation to United States Gene rally Accepted Accounting Standards, page F-32

 1. We note on page 10 of this exhibit that you reco rd estimated costs of returns, allowances
and sales incentives.  Please tell us and revise your future filings to explain the nature of
the allowances, sales incentives, and the rights of return that you gi ve to your customers
and how you account for these under U.S. GAAP.  Refer to the guidance in 605-15 and 605-50 of the FASB Accounting Standards Codification.

2. We note from your disclosures on page 7 and pages 24 – 27 of this exhibit and
throughout the filing that you are consolidati ng Cummins Westport, Inc. (CWI), a joint
venture, which you established with Cummins,  Inc.  We further note that you hold a 50%
interest in this joint venture and that you have determined that CWI is a va riable interest
entity whereby you are the primary beneficiary.  As a result of this determination, we
note that you are consolidating this entity for all reporting periods presented.  Please
provide us with your analysis supporti ng your conclusion that  you are the primary
beneficiary of this joint venture under US GAAP.  Refer to  the guidance in 810-10-15 of
the FASB Accounting Standards Codification.

3. We note from page 39 of this exhibit that  you recorded $4.3 million of expenses related
to a change in your warranty estimate.  We further note from pages 9, 15, and 16 of
Exhibit 99.3 that you base your warranty re serves upon historical  failure rates among
other factors and that this change in estimate primarily relates to new products that were
launched in fiscal 2007 and 2009.  Please tell us and revise your future filings to explain
in more detail how you determine your warrant y reserves under US GAAP.  Within your
discussion, please explain in more detail why you base your warranty costs upon
historical failure rates even though a number of your products  are new to the company.
Discuss how you determined that your warranty accruals are sufficient to cover future
warranty claims and clarify each
 of the factors you considered in your analysis.  We may
have further comment based upon reviewing your response.

Exhibit 99.3

-Management’s Discussion and Analysis, page 1

-Disclosure Controls and Procedures and Inte rnal Control Over Fina ncial Reporting, page 13

4. We note from the cover pages of your f iling that you are not required to include
management’s report on the effectiveness of in ternal controls over financial reporting as
of March 31, 2009 since are you are in a tran sition period due to you being a newly
public company.  However, we note here that you concluded your internal controls over

Westport Innovations, Inc.
Mr. Bill Larkin
January 29, 2010 Page 3
financial reporting were ade quately designed as of March 31, 2009 to provide reasonable
assurance regarding the reliability of your fina ncial statement reports.  Please revise your
future filings to include a clear and definite statement as to whether your internal control over financial reporting was effective or not e ffective as of the end of your most recent
fiscal year and to provide all of the disclosures outlined in Section B(6)(c) of the General Instructions to Form 40-F.

-Contractual Obligations and Commitments, page 25

5. Please explain to us how the information provided within this table reconciles to the
information provided within the contractual obligation table included within the cover
pages of your filing.  Within your discussi on, please also explain how the columns
labeled “carrying amount”, “contractual cash fl ows”, “<1 year”, and “2-3 years” total
$6,044, $44,264, $9,868, and $7,889, respectively.

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furnish a cover letter that keys your responses to our comment and provides any requested information.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.    We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nts, 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 filing;
‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
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 federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

Westport Innovations, Inc.
Mr. Bill Larkin January 29, 2010 Page 4
 You may contact Tara Harkins, Staff Accountant, at (202) 551-3639 or me at (202) 551-
3616 if you have questions regarding comments on th e financial statements and related matters.
In this regard, do not hesitate to contact me or Kevin Vaughn, Accounting Branch Chief, at (202)
551-3643 with any questions.

       S i n c e r e l y ,

          Lynn Dicker         Reviewing Accountant