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                            December 19, 2022

       Kevin A. Nowlan
       Executive Vice President and Chief Financial Officer
       BorgWarner Inc.
       3850 Hamlin Road
       Auburn Hills, Michigan 48326

                                                        Re: BorgWarner Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2021
                                                            Filed February 15,
2022
                                                            File No. 001-12162

       Dear Kevin A. Nowlan:

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

              Please respond to this comment 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
       comment applies to your facts and circumstances, please tell us why in
your response.

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

       Form 10-K for the Fiscal Year Ended December 31, 2021

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Results of Operations, page 36

   1.                                                   Please expand your
discussion of your result of operations to provide a more
                                                        comprehensive and
quantified discussion and analysis of the factors that impacted your
                                                        results between
comparative periods. Please revise your future annual and quarterly
                                                        filings to provide the
following:

                                                              Expand your
discussion of net sales to quantify how much of the increase in net sales
                                                            was due to changes
in volume, changes in selling prices and changes in product mix.
                                                            Please also discuss
and quantify the impact of market demand and favorable pricing
                                                            including the
impact of the recovery of global markets from the negative effects of
                                                            COVID-19 on 2020
production. Given your increase of 46% in net sales from the
                                                            year ended December
31, 2020, please quantify and explain how your supply chain
 Kevin A. Nowlan
BorgWarner Inc.
December 19, 2022
Page 2
              constraints negatively impacted your net sales from period to
period;

                Expand your discussion of gross profit to quantify the impact
of the business factors
              that affected your gross profit including the impact of your
higher warranty provision
              and increases in commodity and other costs. Please consider
discussing the impact of
              product mix and raw material pricing and details of other costs
that impacted your
              gross profit;

                Please enhance your disclosure throughout your MD&A to quantify
the business
              reasons for the changes between periods in the significant line
items of your
              statements of income. Please also enhance your disclosure to
quantify the majority of
              the change in your significant line items, including the impact
of offsetting factors
              where applicable. For example, selling, general and
administrative expenses
              increased by $509.0 million from $951.0 million in 2020 to
$1,460.0 million in 2021,
              however you have only quantified the increase of $200 million
related to the
              acquisition of Delphi Technologies; and

                We note that you discussed the impact of inflation in greater
detail in your earnings
              call for the quarterly period ended September 30, 2022. Please
revise your discussion
              to describe and quantify how inflation has affected your
revenues, costs and margins,
              explaining the relative effect of each. This is not meant to
represent an all-inclusive
              list of where your MD&A could be improved. We encourage you to
provide
              quantification of amounts and further clarification throughout
your discussion. Refer
              to Item 303 of Regulation S-K and Section III.B.4 of Release No.
33-8350 for
              guidance.

       In closing, 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.

      You may contact Andi Carpenter at 202-551-3645 or Ernest Greene at
202-551-
3733 with any questions.



FirstName LastNameKevin A. Nowlan                              Sincerely,
Comapany NameBorgWarner Inc.
                                                               Division of
Corporation Finance
December 19, 2022 Page 2                                       Office of
Manufacturing
FirstName LastName