TAKE THE W HEE L. Retirement Savings Plan

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1 TAKE THE W HEE L Retirement Savings Plan

2 PG 1 The road to retirement is calling your name Retirement. For many people, it s a dream destination. But getting there can be a challenge. Financial experts estimate that you ll need at least 70% of your preretirement salary to maintain your lifestyle in retirement once your paychecks stop. Social Security alone may only cover a fraction of what you ll need. Plus, people are living longer, and health care costs may continue to climb. While ensuring that you ll have enough money in retirement is your responsibility, the Retirement Savings Plan (RSP) is here to help. Are you ready to ride? Don t have time to read the whole booklet? Take the shortcut. Highlighted in yellow, shortcuts provide summaries of each section in this workbook. If you d like to learn more after reading the shortcut, then read on through the entire section. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.

3 PG 2 Get more mileage out of contributing: The power of saving15% each year Your retirement savings may need to last 30 years or more. Social Security may provide some of what you need but the primary source of your retirement income is most likely to come from your retirement savings. To prepare, financial experts recommend saving at least 15% of your pay for retirement throughout your working years. If that sounds like too much right now, start by using the RSP s default auto-enrollment amount of 3% and increase your contribution by 1% or 2% each year until you reach your target rate. How much you save today has an impact on your future income during retirement What s in it for you? Free money > BorgWarner matches your before-tax contributions dollar for dollar up to 3%. Today s retirees report that, on average, Social Security payments account for just 17% of their total income.* The rest comes from working part time, retirement plan savings, and other savings and investments. No taxes along the way > The money in your account accumulates and any earnings can compound without being taxed until they are withdrawn. In the table below, you can see the potential benefit of saving more for retirement during your working years. The participant in this hypothetical example is 47 years old, earns $40,000 per year, and has saved $100,000 for retirement. More tax advantages > Contributions to your plan are made before you pay income tax, which reduces your current taxable income. Contribution to 401(k) Contribution to 401(k) plan (%) plan ($) Value of plan savings at retirement (age 65) Potential income from savings during first year of retirement (4%) 4% $133/month $408,683 $16,347 8% $266/month $466,113 $18,645 12% $350/month $523,542 $20,942 15% $500/month $566,614 $22,665 In this example, the participant earns 7% on average each year, compounded monthly, and withdraws 4% of the savings the first year of retirement. In general, financial planners recommend withdrawing no more than 4% of your savings during the first year of retirement. This example is for illustrative purposes only and is not meant to represent the performance of any investments offered in your plan. *Source: Social Security Administration, 2010 Income of the Aged Chartbook, Released: March 2012.

4 PG 3 Build momentum with tax-advantaged saving and compounding You can contribute to your plan account with before-tax contributions or after-tax contributions. Both can help you build up your retirement savings, but before-tax contributions give you some distinct advantages. The more pay you contribute to your account before tax, the more you reduce your current taxable income the amount you have to report to the IRS. Plus, the money contributed to your account by you and by BorgWarner accumulates tax-deferred. In other words, you don t pay taxes on it until you take it out of the plan, usually when you retire. All things being equal, tax-deferred saving will outpace a regular taxable account. > The more before-tax pay you contribute, the more you reduce your current taxable income. > Your before-tax contributions and any earnings accumulate tax-deferred. > You may also contribute after-tax dollars to your plan account. > Compounding is what happens when your money makes money, and that money makes money, and so on. Long-Term Advantages of Tax-Deferred Saving Monthly deposits of $250 over 30 years ENDING BALANCE $350, , , , , ,000 50,000 0 $236,630 Taxable Account $304,993 Tax-Deferred Account This chart is for illustrative purposes only. This is not meant to represent the performance of the investment options in your plan. The dollar amounts do not include any money that may be contributed by your employer to the plan. These amounts assume a 7% before-tax annual rate of return, compounded monthly, and an 18.75% tax on earnings in the taxable account. Money in the tax-deferred account will be taxed when it is withdrawn. Changes in tax rates and the tax treatment of investment earnings may impact comparative results. You should consider your personal investment horizon and income tax brackets, both current and anticipated, when making an investment decision since these factors may further impact the results of the comparison. amount >>>

5 PG 4 Another way that saving through the RSP helps you build momentum toward your retirement savings goal is through compounding. Here s an example: Cathy, John, and Dan are all the same age. Cathy starts saving in the retirement plan at age 30 and contributes $250 a month to her plan. The amount is manageable for her, and she leaves all her money in the plan until she reaches age 60. John saves $250 a month in his retirement savings plan, starting at age 30. This amount is small and manageable for him also. He stops contributing at age 40, but he leaves his money in the account to compound until he retires at 60. Look who comes out ahead: The advantage of tax-deferred compounding Cathy $250/mo. John $250/mo. Dan $250/mo. YEARS OF SAVING ACCOUNT TOTAL $304,993 $174,761 $130,232 Dan procrastinates. He doesn t get his account started until he s 40. He, too, wants to retire at age 60, but not contributing during those first 10 years really hurts his chances for a comfortable retirement. AT AGE This chart is for illustrative purposes only. This is not meant to represent the performance of the investment options in your plan. These amounts assume $250 invested each month and a 7% before-tax annual rate of return. Fork in the road: Pick your route for investing your contributions The RSP offers you two ways to approach investing for your retirement: > You can choose the pre-assembled approach by selecting a one-step Northern Trust Focus Fund; > Or take the choose-your-own-mix approach and select your own combination of investments from the RSP s lineup.

6 PG 5 The pre-assembled approach: Northern Trust Focus Funds The Northern Trust Focus Funds (Focus Funds) are designed to be comprehensive investment solutions for individual investors. Each Focus Fund invests in a broadly diversified portfolio of primarily passive investment funds (composed of U.S. and international stocks, securities that act as a hedge against inflation, U.S. bonds, and U.S. government cash reserves) that gradually become more conservative as the year approaches when you are expected to begin withdrawing this money for retirement. As the retirement date approaches, the investment mix is gradually shifted from a greater concentration of higherrisk investments to a greater concentration of lower-risk investments. Each Focus Fund seeks to maximize returns while maintaining an appropriate level of risk based on your investment time horizon. The Focus Funds are arranged in five-year increments. You choose the portfolio based upon when you expect to begin withdrawing assets. For example, the Focus 2020 Fund is designed for investors who expect to begin withdrawing assets in Approximately 10 years after each fund reaches its target date, the fund will merge with the Focus Income Fund, which has an estimated asset allocation of 23% in stocks, 16% in inflation hedge securities, 55% in bonds, and 6% in cash reserves. > The Northern Trust Focus Funds give you a one-step approach to investment diversification. Just choose one, and you re done. > The funds are professionally managed and rebalanced on an ongoing basis. > You can choose an appropriate Focus Fund based on when you expect to begin withdrawing your money. > If you were automatically enrolled in the plan, you may already be invested in a Focus Fund. Choosing a Focus Fund Each Northern Trust Focus Fund has a different target year that indicates when you expect to begin withdrawing assets from your accounts typically at the time of retirement. You can select the single fund with the target year that most closely matches your anticipated date of retirement. For example, if you expect to retire and begin withdrawing your account balance in 2028, then you would select either the Focus 2025 or Focus 2030 Fund. The later the target year, the more aggressively the portfolio will be invested. If you were born... This fund might be right for you... In 1988 or after Northern Trust Focus 2055 Fund Northern Trust Focus 2050 Fund Northern Trust Focus 2045 Fund Northern Trust Focus 2040 Fund Northern Trust Focus 2035 Fund Northern Trust Focus 2030 Fund Northern Trust Focus 2025 Fund Northern Trust Focus 2020 Fund Northern Trust Focus 2015 Fund Northern Trust Focus 2010 Fund In 1942 or earlier Northern Trust Focus Income Fund Remember that you can still lose money in a diversified portfolio even though investing in one helps you address the various risks inherent in investing. The funds can invest significantly in foreign securities, which involve additional risks, such as currency fluctuations, economic instability, and political developments. Please read each fund s profile before making any investment decisions. Focus Funds vary according to market and credit risk. Market risk measures how sensitive a fund may be to economic and market changes. Market risk is generally higher for funds that invest heavily in stocks. Credit risk measures how susceptible a fund s income holdings may be to the nonpayment of principal or interest by the issuer. Credit risk is generally higher for funds that invest heavily in bonds.

7 The choose your own mix approach If you re comfortable choosing your own investments, you can put together your own portfolio to create a diversified portfolio that matches your specific risk tolerance and investment goals. The following chart can help you as you make your investment choices. PG 6 Higher Risk/Return Potential Stocks BorgWarner Inc. Stock Fund Buffalo Small Cap Fund Harbor International Fund, Inst l. Northern Trust Collective S&P 500 Index Fund Vanguard Mid-Cap Index Fund, Inst l. Bonds Northern Trust Collective Aggregate Bond Index Fund Lower Risk/Return Potential Money Market/Stable Value T. Rowe Price Stable Value Fund For more detailed information on the investments listed above, please refer to page 7. > Select your investment mix based on your goals, risk tolerance, and timetable. > Diversify your investments among the stocks, bonds, and money market/stable value investments offered by your plan. > Adjust your allocations as you grow older. Investing for retirement It is important to spread your savings among different categories of investments: stocks, bonds, and money market/stable value. The length of time you plan to invest your savings should determine how much money you allocate to each type of investment. As you grow older, your portfolio should move gradually from more aggressive (more stocks) to more conservative (fewer stocks). To find an investment mix for your time horizon, consider the following age-based asset allocations. Stocks Bonds Money Market/Stable Value Stocks Bonds Money Market/Stable Value 0%-10% 0%-10% 0%-10% 0%-10% 0%-20% 0%-20% 0%-10% 0%-10% 5%-15% 5%-15% 90%-100% 90%-100% 20%- 20%- 30% 15%-30% 20%-50% 30% 25%- 90%-100% 80%-100% 60%-80% 35% 25%- 50%-65% 35%-50% 90%-100% 80%-100% 60%-80% 35% 50%-65% 15%-30% 35%-5 Your age: Your age: 20s 20s 30s 40s 50s 60s 70s and over 30s 40s 50s 60s 70s an Diversify your stock allocation among different types of stocks A typical mixture could include 55% large-cap (established companies), 15% mid-cap/small-cap (small to medium-sized companies), and 30% international (companies outside the U.S.) stocks. Diversification Stock cannot assure a profit or protect against loss in a declining market. Stock 55% Large-Cap Stock 15% Mid-/Small-Cap Stock 30% International Stock The allocation pie charts above are age-based only and do not account for your personal circumstances. 55% Large-Cap Stock 15% Mid-/Small-Cap Stock 30% International Stock The allocation pie charts above are age-based only and do not account for your personal circumstances. The allocation pie charts above are age-based only and do not account for your personal circumstances.

8 PG 7 Choosing among investment options The RSP offers both bond and stock index fund options. Index funds are designed to hold the same securities (or a representative sample) as the indexes they follow. An index is an unmanaged basket of securities whose collective performance is used to track various segments of the financial markets. Index options typically have lower expenses than actively managed funds. Actively managed funds do not follow a particular index. Instead, the money manager picks the stocks that are believed to best meet the objective of the fund. The RSP offers actively managed stock and stable value funds. BorgWarner Inc. stock is, of course, the stock of a single company. It is not like either an index fund or an actively managed fund. Keep in mind that there are risks to holding too much of your retirement portfolio in the stock of any single company, and consider this each time you review your portfolio and whenever you adjust your strategy. The RSP permits you to allocate up to 20% of your contributions to BorgWarner Inc. stock. The RSP s choose your own investment options The following investments are offered through the RSP. Before you invest, be sure to read important information available to you online at rps.troweprice.com and by phone at , including investment objectives, performance history, fees, and other facts. Money Market/Stable Value T. Rowe Price Stable Value Fund 1 Bonds Northern Trust Collective Aggregate Bond Index Fund Stocks BorgWarner Inc. Stock Fund Buffalo Small Cap Fund 2 Harbor International Fund, Institutional Shares 3 Northern Trust Collective S&P 500 Index Fund Vanguard Mid-Cap Index Fund, Institutional Shares 4 Call to request a prospectus and/or trust fact sheet, which includes investment objectives, risks, fees, expenses, and other information that you should read and consider carefully before investing. 1 The T. Rowe Price Stable Value Common Trust Fund (the Trust ) is not a mutual fund. It is a common trust fund established by T. Rowe Price Trust Company under Maryland banking law, and its units are exempt from registration under the Securities Act of Investments in the Trust are not deposits or obligations of, or guaranteed by, the U.S. government or its agencies or T. Rowe Price Trust Company. Although the Trust seeks to preserve the value of your investment at $1.00 per unit, it is possible to lose money by investing in the Trust. 2 The Buffalo Small Cap Fund normally invests at least 80% of its net assets in domestic common stocks and other equity securities (including convertible preferred stocks and warrants) of small-cap companies. The fund considers a company to be a small-cap company if, at time of purchase, (1) it has a market capitalization of $1 billion or less or (2) if the company s market capitalization would place it in the lowest 20% total market capitalization of companies that have equity securities listed on a U.S. national securities exchange or trading on the Nasdaq system. Based on current market conditions, the fund targets companies with individual market capitalizations of $2 billion or less at the time of initial purchase. In its selection process for this fund, the advisor seeks to identify a broad mix of small-cap companies that are expected to benefit from long-term industry, technological, or other trends. The advisor also selects securities based on (1) fundamental analysis of industries and the economic cycle, (2) company-specific analysis such as product cycles and quality of management, and (3) rigorous valuation analysis. 3 Investing in international and emerging markets poses special risks, including potentially greater price volatility due to social, political, and economic factors, as well as currency exchange rate fluctuations. These risks are more severe for securities of issuers in emerging market regions. The fund has a redemption fee of 2% against shares that are held for less than 60 days. The fund s advisor has voluntarily agreed to limit the fund s operating expenses. Such agreement may be discontinued at any time without notice. 4 This fund may be more volatile than a fund that can shift its asset allocation based on market conditions or in response to trends in market sectors.

9 PG 8 Navigate between risk and reward All investing involves risk the chance that you might lose money. But the degree of risk often goes hand in hand with the potential for reward. If you invest aggressively, your account s value will rise and fall over time sometimes dramatically. If you invest too conservatively, your account may not grow enough, and inflation might erode the value of your money. Your risk tolerance is a personal issue. Take a look at how much risk you can handle as you pursue your financial goals. Make sure you re pursuing a reasonable return that s in line with your risk tolerance. For guidance with your strategy, consider using the free Morningstar Retirement Manager SM tool on the website at rps.troweprice.com. The Morningstar name and trademarks are used under license from Morningstar Associates, LLC. Investment advisory products and services are provided solely by Morningstar Associates, LLC, a registered investment advisor and a wholly owned subsidiary of Morningstar, Inc. Morningstar Associates, LLC, is not affiliated with, nor is it an employee or agent of, T. Rowe Price. Plan sponsors must elect to make the Morningstar services available. Money Market/Stable Value: Also known as stability investments, this category invests primarily in money markets and guaranteed investment contracts (GICs). The risk of losing your principal is relatively low because the borrowers are creditworthy and loans are short. The trade-off is that your return from a stability investment is also relatively low. Bonds: Bond, or income, funds and trusts invest in IOUs to corporations or government agencies that pay a set amount of interest over a given time period. The potential for risk and return is higher for income than for money market/stable value investments, but less than those of stock investments. Stocks: Also known as equity or growth investments, when you invest in a stock fund, you own a piece of each company in which that fund invests earnings and assets. Your return from stock investments includes dividends (if any) plus or minus changes in its share price. Stocks are the most volatile kind of investment and are likely to move up and down, providing more risk along with a greater chance for return than either money market/stable value or income investments. Comparison among asset classes of tax-deferred growth of $250 over 50 years (12/31/ /31/2012) $30,000 25,000 Stocks $26,744 MMSV Bonds BEFORE-TAX ENDING BALANCE 20,000 15,000 10,000 Bonds $7,743 Stocks This chart assumes an initial balance of $250 invested on 12/31/1962, with returns compounded yearly. Figures include changes in principal value and reinvested dividends. This chart is for illustrative purposes only. This is not meant to represent the performance of the investment options in your plan. Past performance cannot guarantee future results. Unlike stocks, T-bills and U.S. government bonds are guaranteed as to the timely payment of interest and principal. It is not possible to invest directly in an index. 5,000 0 Money Market/ Stable Value $3,120 Source: Ibbotson Associates. Analysis: T. Rowe Price Associates. The performance of the following indices was used to represent investment performance. Stocks = S&P 500 stocks (the S&P 500 Index measures the average performance of 500 widely held common stocks); bonds = U.S. intermediate government bonds; money market/stable value = 30-day U.S. Treasury bills.

10 PG 9 Gauge your progress: 24-hour account access Online The website at rps.troweprice.com is your connection to your account and more. In addition to investment basics, your plan information, and forms, you ll find free, interactive planning tools that can help you put together a savings and investing strategy appropriate for your goals. The first time you access your account through the website, you can register using your Social Security number, date of birth, and ZIP code. Just follow the prompts on the screen to set up your online access. After that, you ll simply go to rps.troweprice.com, log in using your user name and password, and you re in! Phone Call and use the speech recognition feature or touch-tone menu to access your account. Representatives are available business days between 7 a.m. and 10 p.m. eastern time (ET). > Access your account online at rps.troweprice.com. > Access your account by phone at > Check your balance, move money from one investment to another, choose different investments, or apply for a loan or withdrawal. Trading information (1) Any transactions between investments other than BorgWarner Inc. stock made before the New York Stock Exchange (NYSE) closes (usually 4 p.m. ET) will take effect that day. (2) Transactions from BorgWarner Inc. stock to other investments made before the NYSE closes will trigger a sell transaction the next business day, as well as a purchase into the other investment on the fourth business day. (3) Excessive or short-term trading occurs when a participant places frequent trades into and out of an investment, often holding shares for a very short period of time. This practice can drive up the investment s administrative costs and negatively impact the fund manager s strategy. As a result, many funds responded with additional monitoring and have implemented short-term trading fees. A potential consequence of excessive trading for you may be the suspension of your trading privileges. (4) A redemption fee is charged for short-term trading in the Harbor International Fund. When making exchanges into or out of stock, be aware of the following trading guidelines: Transaction Deadline Sell (business day) Buy (business day) 1. Between investments other than BorgWarner Inc. stock 4 p.m. ET on any business day (day one) Day one Day one 2. From BorgWarner Inc. stock to other investments 4 p.m. ET on any business day (day one) Day two Day four 3. From other investments to BorgWarner Inc. stock 4 p.m. ET on any business day (day one) Day one Day two Transactions from other investments to BorgWarner Inc. stock made before the NYSE closes will trigger a sell transaction that day, as well as a purchase into BorgWarner Inc. stock the next business day. Phone or Internet transactions will be confirmed by mail.

11 PG 10 About T. Rowe Price T. Rowe Price is one of the nation s most respected leaders in retirement plan services and investment management. The Baltimore-based firm offers a unique combination of investment management expertise, world-class service, and extensive resources to help you prepare for a more secure retirement.

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