EX-25.2 5 bwa3724311-ex252.htm FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939

Exhibit 25.2

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

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]

___________________________

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

N/A	95-3571558
(State of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)

400 South Hope Street, Suite 500
Los Angeles, California	90071
(Address of principal executive offices)	(Zip code)

BNY Mellon Legal Department
240 Greenwich Street
New York, NY 10286
(212) 635-1270
(Name, address and telephone number of agent for service)

___________________________

BORGWARNER INC.
(Exact name of obligor as specified in its charter)

Delaware	13-3404508
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)

3850 Hamlin Road	48326-2872
Auburn Hills, Michigan 48326	(Zip code)
(Address of principal executive offices)

___________________________

Debt Securities
(Title of the indenture securities)
___________________________

Item 1.	General information.

	Furnish the following information as to the trustee:

	(a)	Name and address of each examining or supervising authority to which it is subject.

		Name	Address
		Comptroller of the Currency – United States Department of the Treasury	Washington, D.C. 20219

		Federal Reserve Bank	San Francisco, California 94105

		Federal Deposit Insurance Corporation	Washington, D.C. 20429

	(b)	Whether it is authorized to exercise corporate trust powers.

		Yes.

Item 2.	Affiliations with Obligor.

	If the obligor is an affiliate of the trustee, describe each such affiliation.

	None.

Item 16.	List of Exhibits.

	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

	1.	A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

	2.	A copy of certificate of authority of the trustee to commence business (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

	3.	A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

	4.	A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762).

	5.	Not applicable.

	6.	The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

	7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

	8.	Not applicable.

	9.	Not applicable.

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 18^thday of February, 2020.

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

	By:	/s/ Lawrence M. Kusch
		Name: Lawrence M. Kusch
		Title: Vice President

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

At the close of business September 30, 2019, published in accordance with Federal regulatory authority instructions.

		Dollar amounts
		in thousands
ASSETS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		2,683
Interest-bearing balances		209,168
Securities:
Held-to-maturity securities		0
Available-for-sale securities		171,210
Equity securities with readily determinable fair values not held for trading		0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, held for investment		0
LESS: Allowance for loan and lease losses		0
Loans and leases held for investment, net of allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		24,228
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Direct and indirect investments in real estate ventures		0

Intangible assets		856,313
Other assets		96,903
Total assets		$1,360,505

LIABILITIES

Deposits:
In domestic offices		2,897
Noninterest-bearing		2,897
Interest-bearing		0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		19,424
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		229,299
Total liabilities		251,620
Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		323,878
Not available
Retained earnings		783,657
Accumulated other comprehensive income		350
Other equity capital components		0

Not available
Total bank equity capital		1,108,885
Noncontrolling (minority) interests in consolidated subsidiaries		0
Total equity capital		1,108,885
Total liabilities and equity capital		1,360,505

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Matthew J. McNulty )

CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Antonio I. Portuondo, President )
Michael P. Scott, Managing Director )	Directors (Trustees)
Kevin P. Caffrey, Managing Director )