BORGWARNER INC — Major Shareholding Notification 2012

Feb 13, 2012

DOCUMENT TYPE SC 13G TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Name of Issuer: BORGWARNER INC ___________ Title of Class of Securities: Common Stock CUSIP Number: 099724106 1) NAME AND I.R.S. IDENTIFICATION NO. OF REPORTING PERSON Prudential Financial, Inc. 22-3703799 2.) MEMBER OF A GROUP: (a) N/A (b) N/A 3) SEC USE ONLY: 4) PLACE OF ORGANIZATION: New Jersey NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH: 5) Sole Voting Power: 194,267 See Exhibit A 6) Shared Voting Power: 4,079,611 See Exhibit A 7) Sole Dispositive Power: 194,267 See Exhibit A 8) Shared Dispositive Power: 6,855,975 See Exhibit A 9) AGGREGATE AMOUNT BENEFICIALLY OWNED: 7,050,242 See Exhibit A 10) AGGREGATE AMOUNT IN ROW (9) EXCLUDES SHARES: Not Applicable 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.4 See Exhibit A 12) TYPE OF REPORTING PERSON: HC ITEM 1(a). NAME OF ISSUER: BORGWARNER INC ITEM 1(b). ADDRESS OF ISSUER'S EXECUTIVE OFFICES: BORGWARNER INC 3850 HAMLIN RD. AUBURN HILLS, MI 48326 ITEM 2(a). NAME OF PERSON FILING: Prudential Financial, Inc. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE: 751 Broad Street Newark, New Jersey 07102-3777 ITEM 2(c). CITIZENSHIP: New Jersey ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(e). CUSIP NUMBER: 099724106 ITEM 3. The Person filing this statement is a Parent Holding Company as defined in Section 240.13d-1(b)(1)(ii)(G) of the Securities Exchange Act of 1934. ITEM 4. OWNERSHIP: (a) Number of Shares Beneficially Owned: 7,050,242 See Exhibit A (b) Percent of Class: 6.4 (c) Powers No. Of Shares ----------- -------------------- Sole power to vote or 194,267 See Exhibit A to direct the vote Shared power to vote or 4,079,611 See Exhibit A to direct the vote Sole power to dispose or 194,267 See Exhibit A to direct disposition Shared power to dispose 6,855,975 See Exhibit A or to direct disposition ITEM 5. OWNERSHIP OF 5% OR LESS OF A CLASS: Not Applicable ITEM 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON: See Exhibit A ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE ULTIMATE PARENT COMPANY: See Exhibit A ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable ITEM 10. CERTIFICATION:

By signing below, Prudential Financial, Inc. certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

The filing of this statement should not be construed as an admission that Prudential Financial, Inc. is, for purposes of Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner of such shares.

SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, Prudential Financial, Inc. certifies that the information set forth in this statement is true, complete and correct. PRUDENTIAL FINANCIAL, INC. By: Richard Baker Second Vice President Date: 02/13/2012 As of: 12/31/2011 Exhibit A -------------- ITEM 6. OWNERSHIP: Prudential Financial, Inc. may be deemed the beneficial owner of securities beneficially owned by the Item 7 listed entities and may have direct or indirect voting and/or investment discretion over 7,050,242 shares which are held for it's own benefit or for the benefit of its clients by its separate accounts, externally managed accounts, registered investment companies, subsidiaries and/or other affiliates. Prudential Financial, Inc. is reporting the combined holdings of these entities for the purpose of administrative convenience. These shares were acquired in the ordinary course of business, and not with the purpose or effect of changing or influencing control of the Issuer. The filing of this statement should not be construed as an admission that Prudential Financial, Inc. is, for the purposes of Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner of these shares. ITEM 7. IDENTIFICATION/CLASSIFICATION: Prudential Financial, Inc. is a Parent Holding Company and the indirect parent of the following Registered Investment Advisers: | The Prudential Insurance Company of America | IC,IA |
| --- | --- |
| Jennison Associates LLC | IA |
| Prudential Investment Management, Inc. | IA |
| Quantitative Management Associates LLC | IA | Jennison Associates LLC may be deemed to be the beneficial owner of 5% or greater of the outstanding shares of the security class being reported on this Schedule 13G.