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: MANGANELLO TIMOTHY (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-12	Common Stock	G	55015.0000	$0.0000	Disposed	346551.0000	Direct
2012-09-12	Common Stock	G	55015.0000	$0.0000	Disposed	291536.0000	Direct
2012-11-01	Common Stock	G	5320.0000	$0.0000	Disposed	286216.0000	Direct
2012-12-26	Common Stock	G	30.0000	$0.0000	Disposed	286186.0000	Direct
2012-12-26	Common Stock	G	170.0000	$0.0000	Disposed	286016.0000	Direct
2012-12-31	Common Stock	D	13.9981	$0.0000	Disposed	33619.0420	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	247.1817	Indirect
Common Stock	55015.0000	Indirect
Common Stock	55015.0000	Indirect

Footnotes

F1: This transaction involved a gift of securities by the reporting person to a trust for the benefit of one of the reporting person's children.

F2: This transaction involved a gift of securities by the reporting person to his daughter, who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his daughter, and this report should not be deemed an admission that the reporting person is the beneficial owner of his daughter's shares for purposes of Section 16 or for any other purpose.

F3: From 1/1/12 to 12/31/12 the reporting person's 401K plan was adjusted by 13.9981 shares.

F4: This number has been adjusted to reflect an administrative error in a prior form.