1CODE OFETHICALCONDUCTTABLE OF CONTENTS

23 LETTER FROM OUR CEO
4 WELCOME
5INCLUSION
6 An inclusive workplace
6 Respecting others
6 Prohibition against discrimination,harassment or bullying

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INTEGRITY
8 Accounting and disclosure standards
8 Anti-bribery, anti-corruption, andanti-money laundering
9 Political contributions
9 Conflicts of interest
10 Insider trading
10 Travel and entertainment expenses
10 International trade
10 Fair competition

11 EXCELLENCE
12 Asset protection
12 Protecting personal data and privacy rights
12 Records management
12 Protecting confidential information
13 Intellectual property
13 Third parties and counterfeit products
13 Communication
14 Types of confidential information
14 Ways to protect technological assets
14 Ways to protect intellectual property
14 Dos and don’ts of third-party confidential information

15 RESPONSIBILITY
16 Prevention of workplace violence
16 Physical security and cybersecurity
16 Protecting the environment
17 Health and safety
17 Human rights and working conditions
17 Freedom of Association
17 Responsible supply chain management
18 COLLABORATION
19 S
 peaking up is critical toa collaborative environment
19 Reporting resources
20 Compliance hotline
20 Whistleblower protection and anti-retaliation

LETTER FROM OUR CEO

Dear BorgWarner Team,
Our Beliefs are the core of BorgWarner’s culture. They shape who we are as a company.
Personally, they guide me in the decisions I make as CEO, with my family and in my community.
While the beliefs have been refreshed from time to time, they have always been founded upon
doing what is right – not what is easy.
It’s only natural that our Beliefs are fully aligned with our Code of Ethical Conduct, which sets
the standard on how we must conduct business. It is critical that all of us – all roles, all levels of
responsibilities – know the Code and follow it.
This is especially true when we feel pressure to achieve results. In those moments, if you are everunsure, take a moment to stop, think and ask. Asking for feedback or guidance is not a sign ofweakness. It shows we are trying to find the right answer, and it has always led me to make abetter decision.
Thank you for your continued dedication to our Beliefs, our Code and our vision for a clean,energy-efficient world.

Sincerely,FRÉDÉRIC LISSALDE
President and Chief Executive Officer

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WELCOMETO BORGWARNER’S1 GLOBAL CODE OF ETHICAL CONDUCTOur Code of Ethical Conduct (“Code”) outlines our commitment
to compliance with applicable laws and regulations, as well as
high standards of ethics and integrity. It is built upon our Beliefs of
Inclusion, Integrity, Excellence, Responsibility and Collaboration.
Our Beliefs are a shared set of values to which all of us are
expected to adhere and guide us as individuals, a teamand a Company.
THE CODE APPLIES TO EVERYONE

Our Code applies to everyone at the Company, including our
employees and directors. We also expect anyone who performs
work or services for BorgWarner to follow the Code, such as
contractors, agents and suppliers.
BorgWarner reserves the right to amend and interpret the Code,subject to applicable law. Nothing in this Code shall constitute acontract of employment with any employee or an assurance ofcontinued employment.
IF YOU SEE SOMETHING — SAY SOMETHINGMANAGERS’ RESPONSIBILITIESOur Code is a good resource, but it doesn’t cover every situation you may face. It’s

Managers have a special obligation to model the behavior of the Code and Beliefs

important to use good judgment and to ask for help if you are ever unsure about

and ensure it is enforced. This means managers are not only responsible for their own

the right course of action. You are expected and encouraged to ask questions, raise

integrity, but must also address and escalate issues appropriately – even if it does notconcerns and report actual or suspected violations of applicable laws or regulations,

impact them – and encourage others on their team to do the same.

our Beliefs, the Code or other Company policies and procedures.
1 BorgWarner refers to BorgWarner Inc. and its subsidiaries. It is also called the “Company” in this Code.

INCLUSIONINCLUSION
Respecting Individuals• We believe in mutual respect.
• We create a safe environment where we are free to be ourselves.
• We value diversity in people, ideas and experiences.

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INCLUSIONAN INCLUSIVE WORKPLACE

We strive for an inclusive, welcoming work environment that allows employees
to use their unique talents and diverse perspectives. Building an inclusive
workplace starts with making employment decisions based on talent, merit andqualifications. These decisions are never based on race, color, religion, gender,
gender identity and/or expression, national origin, disability, union affiliation,
sexual orientation, age, veteran status, citizenship or other status protected byapplicable law.
RESPECTING OTHERS

Q. What are examples of harassment?
A. Harassment can take many forms, including:• Unwelcome sexual remarks, gestures or physical contact• T he display or circulation of offensive, derogatory, or sexually explicit
pictures or other materials, including by email, text, instant messaging
and online• O ffensive or derogatory jokes or comments(explicit or by innuendo)

In an inclusive workplace, everyone is treated with respect — whether it is• Verbal or physical abuse or threats

another employee, customer, contractor or any other person with whom

• Stalking or bullying of any kind

we work. The Company expects that all workplace relationships will be
professional and free of bias, harassment or violence.
PROHIBITION AGAINST DISCRIMINATION, HARASSMENT OR BULLYING

We prohibit discrimination, harassment, or bullying based on an individual’sYour colleague makes jokes of a sexual nature. Although you are
not bothered by the jokes, you can tell that another team member isvisibly upset by the comments.

race, color, religion, gender, gender identity and/or expression, national origin,disability, union affiliation, sexual orientation, age, veteran status, citizenshipor other status protected by applicable law.

Thinking about the Code, you know that if you witness sexual
harassment, you should report it.
You encourage the coworker, who is upset, to speak up.
If the coworker declines, you report the matter to your manager
or Human Resources.

INTEGRITYINTEGRITY
Honoring Truth• We believe in transparency and authenticity.
• We do and say the right thing even if it is not the easy thing.
• We depend on each other t o deliver what we promise.

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INTEGRITYACCOUNTING AND DISCLOSURE STANDARDS

We protect the integrity of our books and records by accurately reflecting ourbusiness, financial and non-financial position, recording transactions honestly
and handling our records with care. Improper or fraudulent accounting,documentation and reporting are prohibited, violate Company policy and may
also violate applicable laws. All internal records that support reporting must be
prepared accurately, completely and properly.

Q. What type of records support financial reporting?
A. S
 ome examples of these records include, but are not limited to, expense
reports, timecards, production and inventory counts, quality reports, sales
records, attendance statements, supplier documents, consolidating entries
and disclosure support.

ANTI-BRIBERY, ANTI-CORRUPTION, AND ANTI-MONEY LAUNDERING

We do not tolerate bribery, corruption, or money laundering under any
circumstances. Bribery involves offering, giving, receiving or requestingsomething of value to improperly influence a business decision and cantake many forms, including money, gift cards, travel, employment (includinginternships), entertainment and charitable contributions.
Giving bribes to anyone, including government employees or officials, directlyor through a third party, is prohibited. BorgWarner also prohibits facilitation
payments, which are small payments intended to expedite a nondiscretionary,

You received services and have now received an invoice for thoseservices, which must be paid. Recording them as expenses this quartermay negatively impact the numbers. You consider recording them atthe beginning of the next quarter so your business meets its metrics.

routine government process or service (such as obtaining a visa or clearing
goods through customs).

Failing to record expenses would reduce current period expenses andresult in overstated earnings.

BorgWarner and its employees are subject to anti-bribery, anti-corruption
and anti-money laundering laws in every country in which we operate, suchas the U.S. Foreign Corrupt Practices Act. If you are involved in transactions
outside the U.S., you should be familiar with and observe all applicable laws.
If you suspect a bribe or other improper payment has been made, contact theCompliance Office immediately.

You decide to record the numbers this quarter because this isaccurate and is required under the accounting rules.

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INTEGRITY

POLITICAL CONTRIBUTIONS

BorgWarner does not make any political contributions. While employees may
make personal contributions on their own time and with their own resources,
reimbursement of such contributions by the Company are strictly prohibited.
CONFLICTS OF INTEREST

A conflict of interest arises when your personal interests, directly or throughfamily or close personal relationships, interfere or appear to interfere with theinterests of the Company and stakeholders. You must disclose any actual or

Q. H
 ow do I know whether a gift from a supplier isa conflict of interest?
A. Y ou may accept normal business courtesies that do not create theperception that your judgment or actions have been influenced, and thatfall in the characteristics outlined below. Always protect the Company’s
integrity and use good judgment; consult with your manager or theCompliance Office if you are unsure about accepting a gift from a supplier.

perceived conflicts of interest to the Company as soon as they arise so that theCompany can take appropriate steps, where possible, to mitigate the conflict.

“Normal business courtesies”
include gifts, meals or entertainment that are:• Consistent with all applicable laws and policies• Nominal in value and not lavish or excessive• Infrequent and for a valid business purpose• R easonable and appropriate in the context of the business relationshipand the parties’ respective positions• N ot requested by the intended recipient, and which do not impose asense of obligation on the giver or recipient• Not cash or a cash equivalent (e.g., gift card or voucher)• Open, transparent and documented appropriately

INTEGRITY

INSIDER TRADING

Material non-public information is information that has not been widely disseminated to the
public and that a reasonable investor would consider important in making a trading decision.
You may have access to material non-public information regarding BorgWarner or othercompanies through your work at BorgWarner. You may not trade any securities of BorgWarneror another company for which you have material non-public information, or direct others totrade such securities or communicate that information in any manner to another person. Anyone
who trades on material non-public information or tips such information to another may besubject to severe penalties, including significant fines and imprisonment.
TRAVEL AND ENTERTAINMENT EXPENSES

Travel and entertainment expenses must be reasonable, for legitimate business purposes
and accompanied by documentation as required by Company policy.
INTERNATIONAL TRADE

BorgWarner trades across international borders and is committed to complying with allapplicable laws and regulations governing the conduct of international trade, including
sanctions, export controls, boycotts and customs. If you are involved in the sale, marketing,
distribution, or transportation of products or services, or the transfer of technology acrossinternational borders, you must verify that the transactions do not involve restricted individuals,
companies, countries, or regions, and that the products do not require an export license orother authorization.
FAIR COMPETITION

BorgWarner fully supports adherence to all applicable antitrust laws and fair, vigorous andcompetitive business activity. BorgWarner uses only legitimate sources to gather information
concerning its competitors.

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EXCELLENCEEXCELLENCE
Focusing on Results• We believe there is always a way to achieve superior results.
• We contribute to our development by seeking knowledge and sharing information.
• We set high goals and hold ourselves accountable to achieving them.

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EXCELLENCE

12ASSET PROTECTIONPROTECTING CONFIDENTIAL INFORMATION

You have a responsibility to protect BorgWarner property and the property“Confidential Information” means any information and know-how whether or notof others in the care of BorgWarner against theft, loss and improper andin writing and existing in any form, of a private, secret, proprietary or confidential

unauthorized use. Property includes all types of assets including, but not limited

nature pertaining to the Company’s business, strategies, operations, customers,

to, cash, land, buildings, machinery, tools, supplies, computers and accessories,

employees, or financial affairs or those of its affiliates. BorgWarner’s Confidential

proprietary and confidential information and intellectual property, including trade

Information is a valuable asset and gives us a competitive advantage. Confidential

secrets, trademarks, patents and Company logos. Because we live in a digital

Information must be accessed, stored and transmitted in a manner consistentworld, we need to take actions related to data protection, cybersecurity, datawith our policies and procedures.

confidentiality and records management so that we can successfully protect ourassets in multiple ways.
PROTECTING PERSONAL DATA AND PRIVACY RIGHTS

We are committed to implementing robust data privacy standards that protect
an individual’s personal data, regardless of whether they are our employees,

Q. How can I help protect confidential information?
A. You can help protect it by doing the following:

personal data, we follow the local law, our Data Privacy Policy and company• E nsuring the proper agreements are in place before sharing
Confidential Information with a third party.

security requirements. You must never use personal information for any purpose• Properly labeling information as confidential.

for which it was not intended and where permitted, it should only be processed• L imiting access to Confidential Information to those whose jobs
require it.

customers, suppliers or job applicants. When collecting, transferring or using

on a need-to-know basis and for legitimate business purposes.
RECORDS MANAGEMENT

Because we produce and receive so many records, it is important to identify,
manage, retain and securely dispose of records per our Records Retention
Policy. If you receive a litigation hold or are involved in an investigation or legal
proceeding, you must preserve all records that may be responsive until advised
otherwise by the Legal Department.

• B eing aware of your surroundings while discussing Confidential
Information in case others might overhear what is being said(for example on planes, in elevators, at restaurants and whenusing mobile phones in public spaces).
• K eeping your laptop on your person while traveling instead ofchecking it with your luggage.

EXCELLENCEDID YOU KNOW? THE OBLIGATION TO PROTECT BORGWARNER’S CONFIDENTIAL
INFORMATION CONTINUES EVEN AFTER YOU LEAVE THE COMPANY.
INTELLECTUAL PROPERTY“Intellectual Property” includes inventions, patents, trade secrets, “know-how,”trademarks, logos and copyrights. Our Intellectual Property provides us with acompetitive advantage and contributes to our business successes. We must be
diligent to identify, protect and defend our Intellectual Property. We must also
respect the Intellectual Property of others.
Anything you create using BorgWarner’s resources or within the scope of youremployment may be considered the Company’s Intellectual Property.
THIRD PARTIES AND COUNTERFEIT PRODUCTS

Our customers expect that we will minimize the risk of introducing counterfeit partsand materials into our products and we must hold our suppliers to that same highstandard. Please report any instance of counterfeit products in our supply chain or in
the marketplace immediately to the legal department.
COMMUNICATION

BorgWarner adheres to the principles of responsible marketing and aligns ourcommunication practices with our business objectives, sustainability practices andvalues. Additionally, we are committed to the timely, orderly, consistent, credible,
legal and respectful dissemination of information regarding BorgWarner and anyother information communicated by or on behalf of BorgWarner.
These principles should be used when communicating orally or in writing,including posting on any social media platform. When it comes to social media,
all employees are expected to comply with our Social Media Policy prohibiting

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discrimination, harassment, bullying and violence. Employees should understandthat posts that reference the Company and/or their relationship with the Company
may be attributable to the Company or have legal or reputational implications for
the Company (and the employee). We comply with all laws that ensure the rightsof employees to speak publicly about matters of public concern and engage inconcerted activities related to the terms and conditions of employment.

EXCELLENCE

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Ways to protect technological assets:
Types of confidential information:• Research and development of ideas or information• New products• Follow the password requirements.
• Use secure networks.
• Lock your computer when away and keep mobile devices secure.
• Immediately report breaches, losses and any other issues.

• Trade secrets• Manufacturing processes• Information about potential acquisitions, divestitures and investments• Business plans

Ways to protect intellectual property:• Capture new ideas, new designs and modifications/improvements to existingproducts in an invention record before sharing with others outside of
BorgWarner.

• Customer and supplier lists• Ensure a non-disclosure agreement is in place before sharing with others
outside BorgWarner.

• Pricing information• Promptly report any unauthorized disclosure of our Intellectual Property.

• Terms of contracts• Monitor and report any suspected copying, stealing or infringement of ourIntellectual Property.

• Financial statements that have not been released• Marketing plans• Information that could damage the company or its customers or
suppliers if it was disclosed• Legal opinions and work products• Information of third parties provided in confidence to the Company

Dos and don’tsof third-party confidential information:
Do not share third-party

Do limit access to third-party

confidential information with otherconfidential information to yourthird parties, such as suppliers orcolleagues who are authorizedcustomers, without permission.

and have a need to know.

RESPONSIBILITYRESPONSIBILITY
Our Commitment• We believe safety is a top priority.
• We care about our local communities and the global environment.
•We make a meaningful impact through our talents and resources.

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RESPONSIBILITYPREVENTION OF WORKPLACE VIOLENCE

BorgWarner complies with all applicable laws and regulations governing the use,

Everyone deserves to have a safe and secure workplace. Workplace violenceemission, storage, transportation and disposal of potentially hazardous materials.

committed by or against employees or visitors will not be tolerated. No one is

We seek to conduct operations in a manner which minimizes the risk of injury toallowed to make threats or engage in violent or threatening conduct or behavior

people and the environment. Our Environmental Policy defines our objectives toon our premises or while conducting business with our employees.

identify, monitor, reduce and disclose our environmental impact.

PHYSICAL SECURITY AND CYBERSECURITY

To keep our people and Company assets safe and secure, it’s important to follow
all physical and cybersecurity procedures that are in place at our properties. This
includes, but is not limited to:• Access control, such as not allowing people to follow you into secure areas
without displaying a badge or credentials or reporting access points that arepropped open or not functioning.
• Protection of assets, such as reporting acts of damage or theft of Company or
employee property and maintaining strict adherence to our cybersecurity andIntellectual Property policies.
PROTECTING THE ENVIRONMENT

BorgWarner is a community of people committed to protecting the environment
for the benefit of society and future generations.
BorgWarner recognizes that access to clean air, water and sanitation, and safeand healthy communities is a basic human right. From the innovative products

While entering a secure area in a BorgWarner facility, someone
calls out and asks you to hold the door open for them. You do notrecognize the person and do not see an identification badge.
You know letting someone into the building could put yourself,others and the Company at risk.

we make to reduce emissions and improve fuel efficiency to where and how wemake them, we strive to conserve, recycle and reuse our resources efficiently, using
responsible and sustainable environmental practices.

Tell them they will need to go to the visitor entrance to request
access or use their own security badge then enter the building
without them.

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RESPONSIBILITYHEALTH AND SAFETY

minerals. We have zero tolerance for forced labor in our supply chain and if

BorgWarner strives to provide a safe and healthy work environment to all

our employees witness signs of it or have other similar concerns it should be

employees and is committed to continual improvement to achieve health andreported immediately.

safety excellence. Safety is the responsibility of every BorgWarner employee. You
must work in a safe manner that does not endanger yourself or others by following
health and safety rules and practices and promptly reporting any accidents, injuries
and any unsafe equipment, practices or conditions. Make safety a personal value
and coach others on ways to work safely and make a positive impact.
HUMAN RIGHTS AND WORKING CONDITIONS

We respect human rights everywhere we work and do business. We comply withall applicable laws relating to privacy, immigration, working hours, wages andbenefits, and laws prohibiting human trafficking and forced and child labor.
FREEDOM OF ASSOCIATION

Recognizing principles as set forth by core International Labour Organization
Conventions, we respect freedom of association and our employees’ right tojoin, or not to join, third party organizations such as labor unions or other lawfulorganizations of their own selection, along with the right to bargain or not bargain
collectively, in accordance with local laws, without fear of reprisal, intimidation

While visiting a supplier, you notice their employees are working in
extremely hot and humid conditions and appear exhausted.

or harassment.
RESPONSIBLE SUPPLY CHAIN MANAGEMENT

You know conditions are unacceptable and violate our
expectations of suppliers.

We select business partners that comply with the practices of responsible businessconduct and use our best efforts to ensure a high level of business standards along
the supply chain in accordance with our Supplier Code of Conduct. We promotetransparency and traceability and the responsible sourcing of raw materials andNotify your manager, Compliance Coordinator, the Compliance
Office or Legal Department immediately.

COLLABORATIONCOLLABORATION
Building Trust• We believe teamwork d rives high performance.
• We work together without boundaries.
• We are one BorgWarner.

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COLLABORATIONSPEAKING UP IS CRITICAL TO A COLLABORATIVE ENVIRONMENTREPORTING RESOURCES

Having a culture where our ideas and concerns are encouraged, acknowledged andIf there is any question about the appropriateness of a course of action, or if you

considered is critical to a collaborative environment. It gives us the freedom to be atare in a situation that is not covered by this Code and you are not certain what you

our best, extend and build trust, and demonstrate ethical leadership. Creating thisshould do, seek assistance by reaching out to any of the following resources:

environment starts by allowing and encouraging others to do the right thing andspeak up. This includes the following:• Obeying applicable laws

• Your manager• Acting in a professional, honest, and ethical manner, and in accordancewith our Beliefs• Human Resources• Speaking up and immediately reporting wrongdoing• Data Privacy delegate• Treating others with respect and in the way you want to be treated• Legal• Understanding the information contained in this Code, as well as
applicable laws and BorgWarner’s policies• Compliance Office:• Cooperating with investigations or audits• Supporting your team members• Compliance Coordinator– Phone: 1-248-754-0656– Email: hqcompliance@borgwarner.com– Mail: 3850 Hamlin Road, Auburn Hills, MI 48326• Compliance Hotline (see next page for information)

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COLLABORATIONCOMPLIANCE HOTLINE

WHISTLEBLOWER PROTECTION AND ANTI-RETALIATIONOur Compliance Hotline is maintained by a third-party confidential reporting

BorgWarner does not tolerate retaliation against an individual for making acompany, is available 24/7 and supports more than 300 languages. Its

good-faith report concerning a violation of laws or regulations, our Beliefs, the Code,representatives will forward your concerns to our Compliance Office for review,

our policies or procedures or anyone who assists in an investigation regarding thewhere they will be handled promptly and discreetly.

same. Retaliation is any negative action that would deter a reasonable person fromA reporter’s identity will remain confidential to the greatest extent possible;

making a report or participating in an investigation. Retaliation may include demotion,

anonymous reports may be made where permitted by local law.

You can access the compliance hotline by:• Phone: 1-800-461-9330 in the United States; from outside the UnitedStates, go to convercent.com/report to find your country’s toll-freenumber, or call collect at 1-720-514-4400• Online: compliancehotline.borgwarner.com

firing, pay reduction, an unwarranted negative performance evaluation or a change in
job assignment, among other employment actions.

If you feel that you experienced retaliation, please report your concerns
immediately to any of the reporting resources identified above.

Q. Does my report need to be substantiated for me to be protectedfrom retaliation?
A. No, as long as your report is made in good faith,
our anti-retaliation policy will apply.

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BORGWARNER WORLD HEADQUARTERS

3850 Hamlin Road
Auburn Hills, MI 48326