Insider Trading andConfidentiality Policy
1.0Policy: LEG-011

Page 1 of 5

Original Issue Date:
November 27, 2002

Rev. Date: October 20, 2022
Rev. Letter: H

Purpose / Scope

It is the policy of BorgWarner Inc. (“Company”) that each Director of the Company and each Employee ofthe Company and its subsidiaries comply with all federal and state securities laws and regulations
applicable to the purchase and sale of the Company’s securities.
2.0

Applicability

Directors and Employees of the Company and its subsidiaries. The Insider Trading and Confidentiality
Policy (the “Insider Trading Policy”) will be disseminated annually to all applicable Employees (includingnon-employee Directors).
3.0

Restrictions
3.1

No Director or Employee shall purchase or sell stock, bonds, options, derivative
instruments or other securities of the Company (“BorgWarner Securities”), or direct
others to purchase or sell BorgWarner Securities, if the person is in possession ofmaterial information that has not been publicly disclosed.
“Material information” has no precise definition; for purposes of this policy, a broad viewof the term should be taken. Generally, “material information” includes any information,
positive or negative, that a reasonable person would consider important in determining
whether to buy or sell BorgWarner Securities. Examples include potential businessacquisitions or sales of substantial assets; changes in dividend policy or rates; major new
products, discoveries or services; significant new contracts or loss of business; significant
shifts in operating or financial circumstances, such as changes in debt ratings, changes
in earnings or earnings estimates, major write-offs and liquidity problems; significant
litigation or investigations by governmental bodies; extraordinary management
developments; and the possibility of a public offering of BorgWarner Securities.
Information is publicly disclosed if it is contained in an SEC filing, has been published in
the newspapers or other media or has been the subject of a press release and the public
has had sufficient time to absorb it. As a general rule, it would be appropriate to refrainfrom trading for at least two full trading days after the initial release of information to thepublic.

3.2

No Director or Employee, while in possession of material, non-public information of theCompany's plans, intentions or actions regarding another corporation, shall purchase orsell, or direct others to purchase or sell, the securities of that other corporation.

3.3

Directors and Employees shall not engage in any transaction involving a publicly traded
put, call or other option on BorgWarner Securities. Directors and Employees shall not sell
any BorgWarner Securities he/she does not own; i.e., he/she may not “sell short.”

3.4

Directors and Employees may not enter into “derivative” transactions including exchangetraded put or call options. Directors and Employees may not engage in hedging ormonetization transactions such as collars or forward sale contracts.

Insider Trading andConfidentiality Policy

4.0

Policy: LEG-011

Page 2 of 5

Original Issue Date:
November 27, 2002

Rev. Date: October 20, 2022
Rev. Letter: H

3.5

Effective January 1, 2015, Directors, Section 16 Officers (designated by the Board ofDirectors) may not enter into any transactions that result in pledging or using BorgWarner
Securities as collateral to secure personal loans or other obligations. BorgWarner
Securities may not be held in margin accounts by them. Any exception to the antipledging policy will be considered only for extraordinary reasons. Requests forexceptions will be considered by the General Counsel in consultation with theChairperson of the Compensation Committee of the Board of Directors.

3.6

No Director, Section 16 Officer, their direct reports, and the administrative assistants ofall of them, or other person notified in writing by the Company (“Covered Persons”) shallpurchase, sell or otherwise transfer BorgWarner Securities during a no-trade period(“Blackout Period”). Blackout Periods will begin no later than the fifteenth (15th) day
before the end of each quarter and continue two trading days after the Company’searnings for that quarter are publicly released. If earnings are released before the New
York Stock Exchange opens, the day of release is the first day “after” release. The
purchase of BorgWarner Securities by way of an exercise of an option granted under theCompany’s Option Plans is permitted during a Blackout Period, but the sale orsimultaneous purchase and sale of such BorgWarner Securities is prohibited. Transfers
between the BorgWarner Inc. Stock Fund and other investment options in theBorgWarner Inc. Retirement Savings Plan are prohibited during the Blackout Period.
Charitable donations to 501(c)(3) organizations are permitted during Blackout Periods butremain subject to the pre-clearance procedures set forth in Section 3.7 of this policy.

3.7

Covered Persons must seek prior clearance from the General Counsel’s Office before
any purchase or sale of BorgWarner Securities, including transfers between theBorgWarner Stock Fund and other investment options in the BorgWarner Retirement
Savings Plan. Each proposed transaction will be evaluated to determine if it raises
insider trading concerns or other concerns under applicable federal or state securities
laws and regulations.

3.8

Any actions in violation of this policy may be grounds for appropriate disciplinary action,
including termination of employment, and may expose the Director or Employee to civiland criminal liability.

Additional Restrictions and Reporting Requirements for Directors and Section 16 Officersof the Company
4.1

Any advice will relate solely to the restraints imposed by law and will not constitute advice
regarding the investment or tax aspects of any transaction.

4.2

Section 16 of the Securities Exchange Act of 1934 imposes certain reporting obligations
on the Company’s Directors and Section 16 Officers and provides for strict liability to theCompany for all profits resulting from any purchase and sale, or sale and purchase, ofBorgWarner Securities within a six-month period by such persons. For section 16(b)purposes, profit is determined by matching the lowest purchase price and the highest
selling price within six months.

Insider Trading andConfidentiality Policy

5.0

6.0

Policy: LEG-011

Page 3 of 5

Original Issue Date:
November 27, 2002

Rev. Date: October 20, 2022
Rev. Letter: H

4.3

Section 16 requires Directors and Section 16 Officers to file certain reports regarding
their ownership of BorgWarner Securities with the Securities and Exchange Commission,
the New York Stock Exchange and the Company. These reports include: (i) within 10
days of election or appointment, a Form 3 stating the Insider’s beneficial ownership ofBorgWarner Securities; (ii) within 2 business days after there has been a change in his or
her beneficial ownership, an insider must file a Form 4 unless the transaction qualifies fordeferred reporting by Form 5; and (iii) within 45 days after the close of the Company’s
fiscal year, an insider must file a Form 5 to cover any transactions in BorgWarner
Securities which were eligible for deferred reporting (and not earlier reported on Form 4)
and transactions that should have been reported but were not reported on Form 4. The
Company must report late and missed filings in its annual proxy statement.

4.4

The General Counsel’s Officewill file the proper report on behalf of insiders who obtainpreclearance of transactions in BorgWarner Securities and who subsequently notify theGeneral Counsel’s Office of the completion of the transaction. Form 4 reports will beposted on the Company’s website by the end of the business day following the Form 4
filing as required by Section 403 of the Sarbanes-Oxley Act of 2002.

Confidentiality and Providing Information
5.1

Directors and Employees shall take appropriate measures to restrict access to, anddisclosure of material non-public information. In the event a Director or Employee
becomes aware of possible insider trading violations by persons under their control, he or
she shall contact the General Counsel immediately.

5.2

Consistent with the foregoing, Directors and Employees must not discuss internal mattersor developments with anyone outside of the Company (including family members), except
as required in the performance of his or her regular duties. This prohibition applies
specifically (but not exclusively) to inquiries about the Company that may be made by thefinancial press, investment analysts or others in the financial community. Unless anindividual is expressly authorized to respond to inquiries of this nature, such inquiries
should be referred to the Company’s General Counsel or the Company’s Vice President
Investor Relations/Communications.

5.3

Upon request, a Director or Employee must report to the Company’s General Counsel allof his or her transactions in BorgWarner Securities and certify that all such transactions
have been conducted in compliance with the provisions of this policy.

Pre-Approved Trading Plans
6.1

Notwithstanding anything contained in this policy to the contrary, Directors and Section
16 Officers may trade BorgWarner Securities under a pre-arranged written trading planthat meets the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934.

6.2

Prior to establishing a trading plan intended to comply with Rule 10b5-1(c), Directors andSection 16 Officers must submit a copy of such plan to the General Counsel’s Office forreview and approval.

Insider Trading andConfidentiality Policy
6.3

7.0

Policy: LEG-011

Page 4 of 5

Original Issue Date:
November 27, 2002

Rev. Date: October 20, 2022
Rev. Letter: H

The Company will adopt separate guidelines governing 10b5-1 plan administration whichshall include, but not be limited to, requirements that “any proposed Rule 10b5-1 plan or
any amendments made to an approved Rule 10b5-1 plan be: (i) approved by the GeneralCounsel at least forty-five (45) days in advance of any trades thereunder; and (ii)submitted to the Chief Compliance Officer (the “CCO”) for review when no blackout
period is in effect.

Interpretation

Any questions regarding the interpretation, scope and application of the policy set forth herein shall be
reviewed with the General Counsel’s Office.
8.0

Miscellaneous
8.1

The CCO in conjunction with the General Counsel, will conduct a periodic review asnecessary to ensure that the Insider Trading Policy is amended as necessary to remain
up-to-date with insider trading laws and regulations.

8.2

The CCO shall maintain a record of all complaints, including, but not limited to: (i)substance of complaint; (ii) date of receipt of the complaint; (iii) actions taken toinvestigate the complaint and the dates on which such actions were taken; (iv)
recommendations made in response to the complaint and the date such
recommendations were made; and (v) outcome of the investigation into the complaint
and the date such determination was made (collectively, the ‘CCO’s Log’). Copies ofcomplaints and the CCO’s Log will be maintained for seven (7) years from the date made8.3

The Company will not take any inappropriate retaliatory action against any BorgWarner
employee with respect to good faith reporting of complaints relating to or arising out ofthe Policy

8.4

The Insider Trading Policy shall continue to be published on the Investor Relations
section of the Company’s website,” and “the Company will publish the most recent Insider
Trading Policy within a reasonable time after any changes are adopted.

Insider Trading andConfidentiality Policy

Policy: LEG-011

Page 5 of 5

Original Issue Date:
November 27, 2002

Rev. Date: October 20, 2022
Rev. Letter: H

APPROVALSREVISION HISTORY

Rev.

DateDescription

A

3/02/06

Restrictions clarified and policy updated

B

12/7/06

Restrictions clarified and policy updated

C

11/21/14

Pledging and hedging prohibitions added. FAQs addedD

09/14/17

Title revisions

E

9/29/20

Restrictions clarified and policy updated

F

11/10/20

Increased time for market absorption of information from 1 to 2 full daysG

03/26/21

Clarifies expectation that all people subject to trading blackout provisions mustseek pre-clearance for any tradeH

10/20/2022

Incorporates changes agreed to in final agreement

Following are frequently asked questions and answers that may help you understand the provisions of thepolicy.

Insider Trading andConfidentiality Policy
FREQUENTLY ASKED QUESTIONS (FAQ)
This document is a summary of some provisions of the Insider Trading and Confidentiality Policy withexplanations in question and answer form. Be sure to read the Policy in its entirety because the full
Policy governs these matters.
Does the Insider Trading Policy apply to all Employees?
Generally, yes. No person is allowed to trade in securities of a company when that person has material
non-public information about the company. Any employee and even non-employees may possessmaterial non-public information about a company. No one is allowed to trade based on material nonpublic information. Some sections of the Policy specify that those sections apply only to Directors andSection 16 Officers.
Who are Section 16 Officers?
For purposes of the Insider Trading Policy, Section 16 Officers are designated annually by theBorgWarner Inc. Board of Directors for SEC Section 16 filing purposes. Generally, they are the CEO;
CFO; Corporate Administrative Officer & General Counsel (or equivalent title); Controller; Treasurer;
Chief Human Resources Officer; and Presidents of the businesses.
Why does the Company prohibit some kinds of transactions?
There is a heightened legal risk or the appearance of improper or inappropriate conduct if Directors or
Employees engage in certain types of transactions even if they do not possess material non-public
information.
Why are short sales prohibited?
Short sales (sale of a security the seller does not own) may reflect an expectation on the part of theseller that the securities will decline in value and therefore could signal to the market that the seller
lacks confidence in the Company’s prospects. Section 16(c) of the Exchange Act of 1934 prohibits
Directors and Section 16 Officers from engaging in short sales.
What are hedging transactions?
Hedging or monetizing transactions can be accomplished through several possible mechanisms
including the use of financial instruments as prepaid variable forwards, equity swaps, collars andexchange funds. Hedging transactions permit one to own securities of the Company without the fullrisks and rewards of ownership, resulting in differences between your objectives and the objectives ofother holders of the Company’s stock. For that reason, Directors and Employees are prohibited fromhedging transactions involving BorgWarner Securities.
Why are pledging and holding of BorgWarner Securities in margin accounts prohibited?
Securities held in a margin account as collateral for a margin loan may be sold by the broker without
the client’s consent if the client fails to meet a margin call. Similarly, securities pledged as collateral fora loan may be sold in foreclosure if the borrower defaults on the loan. Because margin sales orforeclosure sales may occur at a time when the pledger is aware of material non-public information orotherwise is not permitted to trade in BorgWarner Securities, you are prohibited from holding
BorgWarner Securities in a margin account or otherwise pledging them as collateral for a loan. In
addition, the Company is required to identify BorgWarner Securities that have been pledged byDirectors and Section 16 Officers in the Company’s annual proxy statement.
What information will I have to provide when seeking pre-clearance to trade in BorgWarner
Securities?
Be prepared to describe any material non-public information about the Company you may have andindicate whether you have entered into any other transactions in BorgWarner Securities recently. Beprepared to indicate the approximate number of shares you plan to trade and the proposed trading
date. Be prepared to comply with SEC Rule 144 and file the Form 144 at the time of any sale with theassistance of your broker.
How can I prepare to comply with SEC Rule 144?
A knowledgeable broker can assist you with the paperwork required by Rule 144, including the filing ofa Form 144 with the SEC prior to or concurrently with your trade.
Do 10b5-1 trading Plans prevent allegations of insider trading?
Exchange Act Rule 10b5-1 provides a defense from insider trading liability under U.S. federal securities
laws. To be eligible to rely on the defense a trading plan must meet the requirements of the Rule.
Generally, the trading plan must be entered into at a time when the person entering into the plan does
not have material non-public information and is outside of a blackout period. Further the formula,trading dates or other details established by the plan must be left to function without further influenceby the person entering into the plan. The plan itself must be approved by the General Counsel’s office
before it is established.