BORGWARNER INC — Director's Dealing 2014

Feb 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2014-02-07

Reporting Person: McGill Thomas J. (Vice President and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-07	Common Stock	F	1436.0000	$0.0000	Disposed	21406.8937	Direct
2013-12-31	Common Stock	A	122.2239	$0.0000	Acquired	2573.3856	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock option	$34.9450	2017-02-06	Common Stock (5000.0000)	5000.0000	Direct

Footnotes

F1: On December 16, 2013, the common stock of BorgWarner Inc. split 2-for-1, resulting in the reporting person's ownership of 11,421.54 additonal shares of common stock. Column 5 includes the reporting person's total common stock holdings as of the date of this report.

F2: From 1/1/13 to 12/31/13, the reporting person acquired 1,408.9167 shares in the 401K plan (which number reflects the 2-for-1 stock split that occurred on December 16, 2013). Column 5 includes the reporting person's total stock holdings in the 401K plan as of the date of this report.

F3: The listed securities are currently exercisable.

F4: On December 16, 2013, the common stock of BorgWarner Inc. split 2-for-1, resulting in the reporting person's ownership of 2,500 additional stock options. Column 9 includes the reporting person's total stock options as of the date of this report.