BORGWARNER INC — Director's Dealing 2013

Apr 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2013-04-01

Reporting Person: DRUMMOND JERE A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-01	Phantom Stock	$	A	243.7922	Acquired		Common Stock (243.7922)	Direct

Footnotes

F1: The number of phantom stock units were accrued under the BorgWarner Inc. Board of Directors Deferred Compensation Plan and are to be settled 100% in cash according to the terms of the plan.

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

F3: Column 9 includes the reporting person's total phantom stock holdings under the BorgWarner Inc. Board of Directors Deferred Compensation Plan as of the date of this report.