0000908255-15-000016.txt : 20150605 0000908255-15-000016.hdr.sgml : 20150605 20150317102921 ACCESSION NUMBER: 0000908255-15-000016 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BORGWARNER INC CENTRAL INDEX KEY: 0000908255 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133404508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3850 HAMLIN RD. CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2487549200 MAIL ADDRESS: STREET 1: 3850 HAMLIN RD. CITY: AUBURN HILLS STATE: MI ZIP: 48326 FORMER COMPANY: FORMER CONFORMED NAME: BORG WARNER AUTOMOTIVE INC DATE OF NAME CHANGE: 19930628 CORRESP 1 filename1.htm Corress


__________________________________________________________________
ARNOLD & PORTER LLP
_________________________________________

Richard E. Baltz
Richard.Baltz@aporter.com
+1 202.942.5124
+1 202.942.5999 Fax
555 Twelfth Street, NW
Washington, DC 20004-1206

March 16, 2015

BY EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Attention: Ryan Adams
Re:
BorgWarner Inc. (File No. 001-12162)
Preliminary Proxy Materials filed on March 4, 2015
Ladies and Gentlemen:
On behalf of BorgWarner Inc. (the “Company”), we are responding to the Staff’s request for clarification of the last sentence of paragraph 4 on page 48 of the preliminary proxy statement. In response to the Staff’s comment, we will revise the disclosure as follows:
If both Proposal 6 and Proposal 7 are approved, the Company will implement Proposal 6 and not act on Proposal 7. The Company will consider approval of affirmative votes for  Proposal 6 as also supporting the implementation of Proposal 6 even if Proposal 7 is approved.  The Company believes that this approach is appropriate because approval of Proposal 6 requires a supermajority vote of stockholders and is necessary to amend the Certificate under Delaware law.  In contrast, approval of Proposal 7 is advisory and non-binding on the board.
The Company will include the revised language in its definitive proxy statement.
The Company has advised us that it acknowledges that:
•
the Company is responsible for the adequacy and accuracy of the disclosure in the filings;
•
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; 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.





Feel free to call the undersigned with any additional questions or comments.                        
 
 
 
Sincerely,
 
 
 
 
/s/ Richard E. Baltz
 
 
 
 
Richard E. Baltz
 
 
 
 
 
 
cc:
John J.Gasparovic
 
 
 
 
Laurene H. Horiszny