Welcome to Vanguard. How your money will move. June BorgWarner Retirement Savings Plan (099103)

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1 Retirement Plan Conversion Welcome to Vanguard June 2016 How your money will move BorgWarner Retirement Savings Plan (099103) Unless you take action by 4 p.m., Eastern time, on July 22, 2016, your retirement plan account balance will move, and contributions will be redirected, as shown in the following tables. If you have any questions about this notice, contact T. Rowe Price at or log on to your account at rps.troweprice.com. After the transition, you can transfer money to other funds and redirect your contributions by contacting Vanguard. For more information about any To fund, including investment objectives, risks, charges, and expenses, call Vanguard at to obtain a prospectus or, if available, a summary prospectus. The prospectus contains this and other important information about the fund. Read and consider the prospectus information carefully before you invest. You can also download Vanguard fund prospectuses at vanguard.com.

2 The performance data in the tables below are as of March 31, The performance data for all investments, except Northern Trust Collective EAFE Index Fund; Tier 2, was obtained from Morningstar, Inc. The performance data for Northern Trust Collective EAFE Index Fund; Tier 2 was obtained from the fact sheet provided by Northern Trust. A dash ( ) appears when the information could not be obtained, does not exist, or does not apply. performance is not listed for funds more than ten years old. Please note that the following new investment options will be available for investment at Vanguard, but will not have any money automatically transferred into them: Artisan Global Opportunities Collective Trust Cohen & Steers Real Estate Securities Fund Class Z Northern Trust Collective TIPS Index Fund Non-Lending Tier 2 Vanguard Retirement Savings Trust III The transfer of your assets Balances in and contributions to the following investments will transfer in kind: BorgWarner Company Stock Fund NT Collective Aggregate Bond Index Fund Tier 2 NT Collective S&P 500 Index Fund Tier 3 PNC Small Cap Fund Class I T. Rowe Price Stable Value Fund Schedule N (closed to new investments; future contributions will be directed to Vanguard Retirement Savings Trust III)* Vanguard Mid-Cap Index Fund Institutional Shares name Northern Trust Collective EAFE Index Fund; Tier 2 International Equity 0.02% ($0.20) 8.02% 2.61% 2.11% Vanguard Total International Stock Index Fund (Inst) MSCI All Country World ex- U.S. NR Index 2010 Fund; Tier L International Equity VTSNX 0.10% ($1.00) 8.13% 0.71% 2.54% 11/29/ % 0.31% 1.94% 0.14% 4.62% 5.93% 10/16/2009 Retirement 2010 Trust II 0.14% 5.48% 4.97% 02/29/2008 MSCI U.S. Broad Market GR Index

3 name 2015 Fund; Tier L 0.76% 4.74% 6.18% 10/16/2009 Retirement 2015 Trust II 0.50% 6.07% 5.29% 02/29/ Fund; Tier L 1.44% 4.79% 6.43% 10/16/2009 Retirement 2020 Trust II 1.05% 6.50% 5.43% 02/29/ Fund; Tier L 2.07% 4.86% 6.66% 10/16/2009 Retirement 2025 Trust II 1.43% 6.76% 5.47% 02/29/ Fund; Tier L 2.77% 4.92% 6.90% 10/16/2009 Retirement 2030 Trust II 1.92% 6.99% 5.47% 02/29/ Fund; Tier L 3.41% 4.96% 7.10% 10/16/2009 Retirement 2035 Trust II 2.33% 7.21% 5.60% 02/29/2008

4 name 2040 Fund; Tier L 4.10% 4.99% 7.13% 10/16/2009 Retirement 2040 Trust II 2.95% 7.36% 5.73% 08/31/ Fund; Tier L 4.13% 5.00% 7.13% 10/16/2009 Retirement 2045 Trust II 2.99% 7.36% 5.70% 02/29/ Fund; Tier L 4.14% 5.01% 7.15% 10/16/2009 Retirement 2050 Trust II 3.05% 7.32% 5.71% 02/29/ Fund; Tier L 4.10% 5.03% 7.18% 10/16/2009 Retirement 2055 Trust II 3.13% 7.36% 10.87% 08/31/ Fund; Tier L Retirement 2060 Trust II 3.13% 8.44% 03/01/2012

5 name Income Fund; Tier L Balanced 0.10% ($1.00) 0.44% 4.51% 5.44% 10/16/2009 Retirement Income Trust II 0.40% 5.01% 4.80% 02/29/2008 Barclays U.S. Aggregate Bond Index 1.96% 3.78% 4.90% The performance data shown represent past performance, which is not a guarantee of future results. returns and principal value will fluctuate, so investors shares, when sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance. Figures for periods of less than one year are cumulative returns. All other figures represent average annual returns. Performance data for periods of less than one year do not reflect the deduction of redemption fees that may apply. All other performance data are adjusted for redemption fees, where applicable. A note about risk s in Target Retirement Funds and Target Retirement Trusts are subject to the risks of their underlying funds. The year in the fund or trust name refers to the approximate year (the target date) when an investor in the fund or trust would retire and leave the workforce. The fund or trust will gradually shift its emphasis from more aggressive investments to more conservative ones based on its target date. An investment in a Target Retirement Fund or Target Retirement Trust is not guaranteed at any time, including on or after the target date. All investing is subject to risk, including the possible loss of the money you invest. While U.S. Treasury or government agency securities provide substantial protection against credit risk, they do not protect investors against price changes due to changing interest rates. While the market values of government securities are not guaranteed and may fluctuate, these securities are guaranteed as to the timely payment of principal and interest. Derivatives are subject to a number of risks, such as liquidity risk, interest rate risk, market risk, credit risk, and management risk. A fund investing in a derivative instrument could lose more than the principal amount invested. Bond funds are subject to the risk that an issuer will fail to make payments on time, and that bond prices will decline because of rising interest rates or negative perceptions of an issuer s ability to make payments. High-yield bonds generally have medium and lower range credit quality ratings and are therefore subject to a higher level of credit risk than bonds with higher credit quality ratings. Prices of mid- and small-cap stocks often fluctuate more than those of largecompany stocks. Stocks of companies based in emerging markets are subject to national and regional political and economic risks and to the risk of currency fluctuations. These risks are especially high in emerging markets. s in stocks or bonds issued by non-u.s. companies are subject to risks including country/regional risk and currency risk. Funds that concentrate on a relatively narrow market sector face the risk of higher share-price volatility.

6 s in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1 per share, it is possible to lose money by investing in such funds. s in stable value funds and stable value trusts are neither insured nor guaranteed by the U.S. government. There is no assurance that these funds and trusts will be able to maintain a stable net asset value, and it is possible to lose money by investing in these funds and trusts. Retirement Trusts and Vanguard Retirement Savings Trust III are not mutual funds. They are collective trusts available only to tax-qualified plans and their eligible participants. objectives, risks, charges, expenses, and other important information should be considered carefully before investing. The collective trust mandates are managed by Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc. The performance of an index is not an exact representation of any particular investment, as you cannot invest directly in an index. *Due to fund restrictions, T. Rowe Price Stable Value Fund Schedule N cannot be sold automatically until February As a result, any money invested in T. Rowe Price Stable Value Fund Schedule N will move to Vanguard in kind. Note, however, that no new money can be invested in the fund at Vanguard. Any contributions directed to the T. Rowe Price Stable Value Fund Schedule N will be redirected to Vanguard Retirement Savings Trust III at Vanguard. Any money that remains invested in T. Rowe Price Stable Value Fund Schedule N in February 2017, will then move automatically to Vanguard Retirement Savings Trust III. **The cost of running the fund, expressed as a percentage of the fund s assets, as of the most recent prospectus. For Retirement Funds, this figure is an average weighted expense ratio, based on expenses incurred by the Vanguard funds that make up each fund. For any fund in existence for less than one year, the expense ratio is the projected cost of running the fund. This data is as of March 31, Source: Morningstar, Inc. This information was prepared by DST Retirement Solutions (DST RS) and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2016 Morningstar, Inc., The Vanguard Group, Inc., and DST RS. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers, to The Vanguard Group, or to DST RS; (2) may not be copied or distributed (except to intended retirement plan sponsors, participants, or beneficiaries); and (3) is not warranted to be accurate, complete or timely. DST RS, The Vanguard Group, and Morningstar and its content providers are not responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. Participant Education P.O. Box 2900 Valley Forge, PA The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor of the Vanguard Funds. BBBBKYKV