Mail Stop 3561
                                                            August 23, 2017


Ronald T. Hundzinski
Vice President and Chief Financial Officer
BorgWarner Inc.
3850 Hamlin Road
Auburn Hills, MI 48326

       Re:     BorgWarner Inc.
               Form 10-K for Fiscal Year Ended December 31, 2016
               Filed February 9, 2017
               File No. 001-12162
               Response Dated July 10, 2017

Dear Mr. Hundzinski:

       We have reviewed your July 10, 2017 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 business days by providing
the requested
information 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.
Unless we note otherwise, our references to prior comments are to comments in
our July 10,
2017 letter.

Notes to Consolidated Financial Statements

Note 14: Contingencies

Asbestos-related Liability, page 95

1. We note your response to our prior comment 1 that you concluded a liability
for potential
   claims not asserted was probable prior to the quarter ending December 31,
2016 but you did
   not attempt to estimate a liability because you concluded you could not
develop a reasonable
   estimate.

   In your response to our prior comment 4 you state that you retained the
third-party consultant
   to provide specialized actuarial assistance in connection with the
estimation of your asbestos-
 Ronald T. Hundzinski
BorgWarner Inc.
August 23, 2017
Page 2

    related claims asserted but not yet resolved and those not yet asserted.
You state your in-
    house personnel have experience with issues respecting asbestos-related
claims, including,
    for example, in analyzing your asbestos claims information, identifying
trends in your claims
    experience, and estimating the aggregate costs to be incurred on account of
asbestos-related
    claims asserted but not yet resolved. You determined, however, that you
required additional
    actuarial expertise specific to the estimation and modeling of
asbestos-related liabilities over
    significant future periods (i.e., approximately 50 years) in order to
conduct an estimation of
    your asbestos-related claims not yet asserted.

    Such expertise included the ability to create a reliable model of the
incidence of asbestos-
    related disease in the U.S. population generally over the expected claiming
period, and then
    to obtain the projected number of potential asbestos-related claims that
may be asserted
    against you resulting from such model in order to create an aggregate
estimate of the value of
    potential asbestos-related claims that may be asserted against you in the
future. It continues
    to be unclear why you did not retain a third-party consultant prior to
third quarter of 2016 to
    provide that specialized actuarial assistance in connection with the
estimation of your
    asbestos-related claims asserted but not yet resolved and those not yet
asserted.

    Paragraph 450-20-25-5 states that accrual of a probable loss should not be
delayed until only
    a single amount can be reasonably estimated. To the contrary, when a loss
is probable and
    information available indicates that the estimated amount of loss is within
a range of
    amounts, it follows that some amount of loss has occurred and can be
reasonably estimated.
    Thus, when a loss is probable and the reasonable estimate of the loss is a
range, an amount
    should be accrued for the loss.

    Paragraph 450-20-30-1 states if some amount within a range of loss appears
to be a better
    estimate than any other amount within the range, that amount shall be
accrued. When no
    amount within the range is a better estimate than any other amount,
however, the minimum
    amount in the range should be accrued. Therefore, your basis for limiting
your ASC 450
    assessment to asbestos-related claims asserted but not yet resolved
continues to be unclear.

    An ASC 450 assessment should consider all claims both asserted but not yet
resolved and
    claims not yet asserted. Based on your assertion that losses for claims not
yet asserted were
    probable (i.e., not zero), it appears that the conditions to record a
liability would be met for at
    least a minimum amount within a range. Therefore, please address the
following:

    Your disclosure states that "the Company has made enhancements to the
management and
    analysis of asbestos-related claims, including specifically: the engagement
of new National
    Coordinating Counsel with significant asbestos litigation experience and a
global presence,
    the engagement of several new local counsel panels; outsourcing
administration and claims
    handling to a third party; implementing various improvements in the
processing of asbestos-
    related claims so as to allow the Company's management to have greater
real-time insight
    into the handling of individual asbestos-related claims; and increasing
audits and compliance
    reviews of counsel handling asbestos-related claims. This process has as of
the end of 2016
 Ronald T. Hundzinski
BorgWarner Inc.
August 23, 2017
Page 3

    resulted in improvements in both the quantity and the quality of the
information available to
    the Company's management respecting individual asbestos-related claims and
their handling
    and disposition. This process has also resulted, in the Company's view, in
an increased
    ability to reasonably forecast the aggregate number of potential future
asbestos-related claims
    that may be asserted against the Company."

               a) Please explain in what ways the enhancements improved both
the quantity and
                  quality of the information available to management.
               b) Compare the quality and quantity of the information available
to management
                  before and after the company's enhancements and why there
were differences.
               c) Please explain why you undertook to implement those
enhancements and why
                  they were implemented at that time.

2. We note your disclosure that "The comparatively large number of claims
resolved in 2015
   reflected the Company's efforts to dismiss large numbers of inactive or
otherwise
   unmeritorious claims in order to be better positioned to evaluate remaining
and future claims,
   while the smaller number of total claims resolved in 2016 reflects in part
the outcome of
   those efforts." We also note your disclosure that "in recent years, the
Company has made
   enhancements to the management and analysis of asbestos-related claims" and
that "this
   process has also resulted, in the Company's view, in an increased ability to
reasonably
   forecast the aggregate number of potential future asbestos-related claims
that may be asserted
   against the Company."

           a) Please tell us in detail the nature of the "enhancements to the
management and
              analysis of asbestos-related claims" that you made and indicate
the extent to the
              procedures the company undertook prior to the enhancements to the
management
              and analysis of asbestos-related claims differed.
           b) Please describe the nature of the efforts the Company undertook
that resulted in
              the "comparatively larger number of claims resolved in 2015."
           c) Please explain why you undertook these efforts and what prompted
you to
              undertake those efforts at that time.
           d) We note your disclosure that appears to state that you undertook
these efforts "to
              be better positioned to evaluate remaining and future claims".
Please tell us
              whether or not the efforts you took to dismiss large numbers of
inactive or
              otherwise unmeritorious claims that resulted in you being in a
better position to
              evaluate remaining and future claims also provided you with a
better position to
              determine a reliable estimate of your unasserted asbestos claims.
           e) Please explain to us how you obtained information about existing
and future
              claims prior to the efforts that resulted in the claims being
resolved in 2015.

3. We note your disclosure that "Legislative and judicial developments
affecting the U.S. tort
   system generally, including medical criteria legislation, procedural
reforms, and docket
   control measures relating to so-called unimpaired claims, have also
stabilized certain aspects
   of the Company's defense efforts respecting asbestos-related claims and
allowed the
 Ronald T. Hundzinski
BorgWarner Inc.
August 23, 2017
Page 4

    Company greater insight into the number and value of potential future
claims in recent
    years." Please tell us when these developments took place and tell of the
period of time you
    refer to as "in recent years."

4. We note your disclosure that a third party consultant was hired in the third
quarter of 2016
   and that the "consultant's work utilized the updated data and analysis
resulting from the
   Company's claim review process". Please explain to us what you mean when you
refer to
   "updated data". Please clarify in your response whether or not the "updated
data" included
   information that was used by the company in its management and analysis of
asbestos-related
   claims prior to implementing the enhancements."

5. We note your disclosure that "In developing the estimate of liability for
potential future
   claims, the third-party consultant projected a potential number of future
claims based on the
   Company's historical claim filings and patterns and compared that to
anticipated levels of
   unique plaintiff asbestos-related claims asserted in the U.S. tort system
against all
   defendants. The consultant also utilized assumptions based on the Company's
historical
   proportion of claims resolved without payment, historical settlement costs
for those claims
   that result in a payment, and historical defense costs. The liabilities were
then estimated by
   multiplying the pending and projected future claim filings by projected
payments rates and
   average settlement amounts and then adding an estimate for defense costs."
Please explain to
   us why historical data was used when it was previously considered
unreliable. Also clarify
   whether or not the historical data was updated as a result of the
enhancements the Company
   made to its management and analysis of asbestos-related claims.

6. Please provide us with a schedule that identifies the following for each
annual period from
   2005 to 2016.

           a)   Number of claims filed
           b)   Number of claims settled
           c)   Number of claims dismissed
           d)   Number of claims outstanding at the beginning and end of the
period
           e)   Asbestos liability asserted claims at the beginning of the
period
           f)   Asbestos liability accrued for asserted claims
           g)   Asbestos liability asserted at the end of the period
           h)   Asbestos liability unasserted claims at the beginning of the
period
           i)   Asbestos liability accrued for unasserted claims
           j)   Asbestos liability unasserted at the end of the period
           k)   Settlements paid
           l)   Average settlement per claim
           m)   Average period of time to settle a claim
           n)   Insurance proceeds received
           o)   Defense costs associated with asbestos related claims
 Ronald T. Hundzinski
BorgWarner Inc.
August 23, 2017
Page 5

7. We note your disclosure that "The inability to arrive at a reasonable
estimate of the liability
   for potential asbestos-related claims that may be asserted in the future was
based on, among
   other factors, the volatility in the number and type of asbestos claims that
may be asserted,
   changes in asbestos-related litigation in the United States, the significant
number of co-
   defendants that have filed for bankruptcy, the magnitude and timing of
co-defendant
   bankruptcy trust payments, the inherent uncertainty of future disease
incidence and claiming
   patterns against the Company, and the impact of tort reform legislation that
may be enacted
   at the state or federal levels." Please explain why these factors caused you
to be unable to
   arrive at a reasonable estimate of unasserted asbestos-related claims in
prior periods but did
   not cause you to be unable to arrive at a reasonable estimate of unasserted
asbestos-related
   claims in 2016. We note your disclosure on page 97 that the 2016 estimate of
unasserted
   asbestos-related claims "is based on currently available information and
assumptions that the
   Company believes are reasonable."

8. Refer to prior comment 3. Please disclose the range of reasonable possible
losses in excess
   of your asbestos-related accrual as required by ASC 450-20-50-3 and 50-4.

       You may contact Patrick Kuhn at (202) 551-3308 or me at (202) 551-3380
with any
questions.

                                                            Sincerely,

                                                            /s/ Lyn Shenk

                                                            Lyn Shenk
                                                            Branch Chief
                                                            Office of
Transportation and Leisure