BORGWARNER INC — Director's Dealing 2014

Feb 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2014-02-03

Reporting Person: BONANNO PHYLLIS O (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-03	Phantom Stock	$	I	28.0119	Disposed		Common Stock (28.0119)	Direct

Footnotes

F1: Each share of phantom stock entitled the reporting person to receive, on the Transaction Date, the cash 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.

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.