BORGWARNER INC — Director's Dealing 2013

Feb 11, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2012-12-31

Reporting Person: ADAMS ROBIN J (Director, Vice Chairman and CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-19	Common Stock	G	15300.0000	$0.0000	Disposed	242079.0000	Direct
2012-11-05	Common Stock	G	69254.0000	$0.0000	Disposed	172825.0000	Direct
2012-12-31	Common Stock	A	49.6938	$0.0000	Acquired	38453.8184	Indirect
2012-09-19	Common Stock	A	15300.0000	$75.8700	Acquired	15300.0000	Indirect
2012-11-05	Common Stock	A	69254.0000	$66.8000	Acquired	84554.0000	Indirect

Footnotes

F1: From 1/1/12 to 12/31/12 the participant acquired 49.6938 shares in the 401K plan.

F2: The reporting person disclaims beneficial ownership of the shares held by the trusts.