BORGWARNER INC — Director's Dealing 2010

Dec 22, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2010-12-21

Reporting Person: DRUMMOND JERE A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-21	Phantom Stock	$	I	24887.3786	Disposed		Common Stock (24887.3786)	Direct

Footnotes

F1: Each share of phantom stock entitled the reporting person to receive, on the Transaction Date, the equivalent of one share of BorgWarner common stock. Prior to payment, the reporting person had the right to transfer the value of the phantom stock account into an alternative investment account.

F2: The phantom stock does not have an exercisable date or an expiration date.