Bond BorgWarner Inc. 5.75% ( US099724AE68 ) in USD

BorgWarner Inc.

100 % ⇌

United States

US099724AE68 ( in USD )

5.75% per year ( payment 2 times a year)

01/11/2016 - Bond has expired

Prospectus brochure of the bond BorgWarner US099724AE68 in USD 5.75%, expired

1 000 USD

150 000 000 USD

099724AE6

BBB+ ( Lower medium grade - Investment-grade )

BorgWarner is a global leader in clean and efficient technology solutions for vehicles, providing powertrain components and systems including engine boosting, emission control, and drivetrain technologies.

The Bond issued by BorgWarner Inc. ( United States ) , in USD, with the ISIN code US099724AE68, pays a coupon of 5.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/11/2016

The Bond issued by BorgWarner Inc. ( United States ) , in USD, with the ISIN code US099724AE68, was rated NR by Moody's credit rating agency.

The Bond issued by BorgWarner Inc. ( United States ) , in USD, with the ISIN code US099724AE68, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 finalpro.htm FINALPRO

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-84931
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 30, 2006)

$150,000,000

5.750% SENIOR NOTES DUE NOVEMBER 1 , 2016
_________________
We will pay interest on the Senior Notes on May 1 and November 1 of each year beginning May 1, 2007. The Senior
Notes will mature on November 1, 2016. We may redeem some or all of the Senior Notes at any time at the
redemption prices described in this prospectus supplement. We may also redeem the Senior Notes upon the
occurrence of certain events as described herein.
The Senior Notes will be our general senior, unsecured and unsubordinated obligations and rank equally in priority
with all of our other existing and future unsecured and unsubordinated senior indebtedness. The Senior Notes will be
issued only in registered form in denominations of $1,000 and integral multiples of $1,000.
Investing in the Senior Notes involves risks. See the risk factors included in our reports filed with the Securities
and Exchange Commission, and "Risk Factors" beginning on page 4 of the accompanying prospectus.

_______________________________________

PRICE 99.348% AND ACCRUED INTEREST, IF ANY

_______________________________________
Underwriting
Price to
Proceeds to

Discounts
Public(1)
Company(1)
and Commissions
Per Note
99.348%
0.65%
98.698%
Total
$149,022,000
$975,000
$148,047,000
___________________________
(1) Plus accrued interest, if any, from the original issue date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
It is expected that the Senior Notes will be ready for delivery in book-entry form only through The Depository Trust
Company, on or about November 1, 2006.

________________

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MORGAN STANLEY
BANC OF AMERICA SECURITIES LLC CALYON SECURITIES (USA) JPMORGAN
October 30 , 2006

You should rely only on the information contained or incorporated by reference in this prospectus supplement and
the accompanying prospectus. We have not, and the underwriters have not, authorized any other person to provide
you with different information. If anyone provides you with different or inconsistent information, you should not rely
on it. We are not, and the underwriters are not, making an offer to sell the Senior Notes in any jurisdiction where the
offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the
accompanying prospectus, and the documents incorporated by reference is accurate only as of the respective dates of
those documents in which the information is contained. Our business, financial condition, results of operations and
prospects may have changed since those dates.

TABLE OF CONTENTS

Page

Prospectus Supplement
Risk Factors
S-3
The Company
S-3
Summary Financial Data
S-3
Use of Proceeds
S-5
Description of the Senior Notes
S-5
Underwriting
S-11
Legal Matters
S-12
Experts
S-12
Prospectus
Forward-Looking Statements
2
About this Prospectus
4
About BorgWarner Inc.
4
Risk Factors
4
Use of Proceeds
8
Ratio of Earnings to Fixed Charges
8
Description of Debt Securities
9
Description of Common Stock
21
Legal Ownership and Book Entry Issuance
25
Plan of Distribution
28
Legal Matters
29
Experts
29
Where You Can Find More Information
29
Incorporation of Documents by Reference
29
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RISK FACTORS
Investing in the Senior Notes involves risk. Please see the risk factors in our reports filed with the Securities and
Exchange Commission, which reports are incorporated by reference in this prospectus supplement and the
accompanying prospectus, and "Risk Factors" beginning on page 4 of the accompanying prospectus. Before making
an investment decision, you should carefully consider these risks as well as other information contained or
incorporated by reference in this prospectus supplement and the accompanying prospectus. The risks and
uncertainties not presently known to us or that we currently deem immaterial may also impair our business
operations, our financial results and the value of the Senior Notes.
S-2

THE COMPANY
BorgWarner Inc. is a corporation organized under the laws of the State of Delaware. Our principal office is located at
3850 Hamlin Road, Auburn Hills, Michigan 48326, and our telephone number is (248) 754-9200. Our website
address is www.borgwarner.com. The information on our website is not incorporated by reference in, and does not
form a part of, this prospectus supplement or the accompanying prospectus.
We are a leading global supplier of highly engineered systems and components primarily for powertrain applications.
Our products help improve vehicle performance, fuel efficiency, air quality and vehicle stability. They are
manufactured and sold worldwide, primarily to original equipment manufacturers of light vehicles (i.e. passenger
cars, sport-utility vehicles, cross-over vehicles, vans and light trucks). Our products are also manufactured and sold
to original equipment manufacturers of commercial trucks, buses and agricultural and off-highway vehicles. We also
manufacture and sell our products into the aftermarket for light and commercial vehicles. We operate manufacturing
facilities serving customers in the Americas, Europe and Asia, and are an original equipment supplier to every major
automaker in the world.
Our products fall into two reportable operating segments: Engine and Drivetrain. The Engine segment's products
include turbochargers, timing chain systems, air management, emissions systems, thermal systems, as well as diesel
and gas ignition systems. The Drivetrain segment is comprised of all-wheel drive transfer case, torque management
systems, and components and systems for automated transmissions.
Unless we have indicated otherwise, or the context otherwise requires, the terms "BorgWarner," "we," "us," and
"our" refer in this prospectus supplement and the accompanying prospectus to BorgWarner Inc.

S-3
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SUMMARY FINANCIAL DATA
The following table sets forth summary consolidated financial information for our continuing operations for the
periods and dates indicated. The information for the years ended and as of December 31, 2005, 2004 and 2003, is
derived from our audited consolidated financial statements. The interim unaudited data for the nine-month periods
ended and as of September 30, 2006 and 2005 have been derived from our quarterly reports on Form 10-Q and
reflect, in the opinion of management, all adjustments, which are normal and recurring in nature, necessary for a fair
presentation of such data. Results for the nine-month period ended September 30, 2006 are not necessarily indicative
of the results that might be expected for the entire year. You should read the financial information presented below in
conjunction with the consolidated financial statements and management's discussion and analysis of financial
condition and results of operations of BorgWarner, which are incorporated by reference into this prospectus
supplement.

Nine Months Ended

September 30,
Year Ended December 31,

(Dollars in millions, except per share data)

2006

2005

2005

2004

2003

Operating Data:

Net sales
$
3,383.7 $ 3,245.8 $ 4,293.8 $ 3,525.3 $ 3,069.2
Cost of sales

2,746.0
2,591.5
3,440.0
2,874.2
2,482.5
Gross profit

637.7
654.3
853.8
651.1
586.7
Selling, general and administrative expenses

370.6
385.8
495.9
339.0
316.9
Restructuring expense

11.5
--
--
--
--
Other (income) expense

(6.8)
(35. 7)
34.8
3.0
(0.1)
Operating income

262.4
232.8
323.1
309.1
269.9
Equity in affiliate earnings, net of tax

(26.3)
(17.7)
(28.2)
(29.2)
(20.1)
Interest expense, net

28.8
28.8
37.1
29.7
33.3
Earnings before income taxes and minority
interest
$
259.9 $
221.7 $
314.2 $
308.6 $
256.7
Provision for income taxes

70.2
32.1
55.1
81.2
73.2
Minority interest, net of tax

19.0
14.7
19.5
9.1
8.6
Net earnings
$ __170.7 $
174.9 $
239.6 $
218.3 $
174.9
Earnings per share - basic
$
2.98 $
3.09 $
4.23 $
3.91 $
3.23
Earnings per share - diluted
$
2.95 $
3.05 $
4.17 $
3.86 $
3.20
Shareholders' equity

Balance Sheet Data:

Total assets
$
4,377.1 $ 4,159.8 $ 4,089.4 $ 3,529.1 $ 3,140.5
Total debt
$
763.0 $
800.6 $
740.5 $
584.5 $
655.5

S-4
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USE OF PROCEEDS
We estimate the net proceeds to us from the sale of the Senior Notes will be approximately $147,847,000 after
deducting underwriting discounts and estimated offering expenses payable by us. We intend to use substantially all
of the proceeds from the sale of the Senior Notes to pay off the approximately $143,800,000 of principal and accrued
interest owed at maturity under our 7.0% Senior Notes due November 1, 2006.

DESCRIPTION OF THE SENIOR NOTES
Set forth below is a description of the specific terms of our 5.750% Senior Notes due November 1, 2016 (the "Senior
Notes"). This description supplements, and should be read together with, the description of the general terms and
provisions of the Senior Notes, some of which may not apply to this offering, set forth in the accompanying
prospectus under the caption "Description of the Debt Securities." The following description does not purport to be
complete and is subject to, and is qualified in its entirety by reference to, the description in the accompanying
prospectus and the Senior Note Indenture (the "Senior Note Indenture") dated as of September 23, 1999, as
supplemented, between BorgWarner and The Bank of New York Trust Company, N.A., as trustee. The Senior Note
Indenture has been qualified as an indenture under the Trust Indenture Act of 1939, as amended. The terms of the
Senior Note Indenture are those provided therein and those made a part of the Senior Note Indenture by the Trust
Indenture Act. The Senior Notes will constitute debt securities under the Senior Note Indenture as described in the
accompanying prospectus. In addition to the Senior Notes, we may issue, from time to time, other series of debt
securities under the Senior Note Indenture. Such other series will be separate from and independent of the Senior
Notes.
General
The Senior Notes offered hereby will initially be limited to $150,000,000 aggregate principal amount. The Senior
Notes are to be issued under the Senior Note Indenture, which is more fully described in the accompanying
prospectus.
The Senior Notes will bear interest from November 1, 2006, payable on May 1 and November 1 of year, beginning
on May 1, 2007, to the persons in whose names the Senior Notes are registered at the close of business on the April
15 and October 15, as the case may be, immediately preceding such May 1 and November 1. Interest on the Senior
Notes will be computed on the basis of a 360-day year of twelve 30-day months. The Senior Notes will mature on
November 1, 2016 and are not subject to any sinking fund.
If any interest payment date falls on a day that is not a business day, the interest payment shall be postponed to the
next succeeding business day, and no interest on such payment shall accrue for the period from and after such interest
payment date. If the scheduled maturity date or the redemption date of the Senior Notes falls on a day that is not a
business day, the payment of interest and principal (and premium, if any) will be made on the next succeeding
business day, and no interest on such payment shall accrue for the period from and after the scheduled maturity date
or redemption date, as the case may be.
Interest payments for the Senior Notes will include accrued interest from and including November 1, 2006 or from
and including the last date in respect of which interest has been paid or duly provided for, as the case may be, to but
excluding the relevant interest payment date, maturity date, or the redemption date, as the case may be.

S-5
We may, without the consent of the existing holders of the Senior Notes, issue additional notes having the same
terms (other than the issue date and initial interest payment date) so that the existing Senior Notes and the new notes
form a single series under the Senior Note Indenture.
The Senior Notes will be issued in the form of one or more global securities registered in the name of the nominee of
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The Depository Trust Company (which we may refer to along with its successors in such capacity as the depositary).
The Senior Notes will only be issued in denominations of $1,000 and integral multiples thereof. Payments on the
Senior Notes issued as a global security will generally be made to the depositary or the nominee of the depositary.
See "Description of the Senior Notes - Book-Entry Issuance Only - The Depository Trust Company" in this
prospectus supplement.
Redemption at Our Option
We may, at our option, redeem the Senior Notes in whole or in part at any time at a redemption price equal to the
greater of:
· 100% of the principal amount of the Senior Notes to be redeemed, plus accrued interest to the redemption date, and
· as determined by the Independent Investment Banker, the sum of the present values of the principal amount of and
remaining scheduled payments of interest on the Senior Notes to be redeemed (not including any portion of
payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis
at the Treasury Rate plus 25 basis points plus accrued interest to the redemption date for the Senior Notes.
The redemption price will be calculated assuming a 360-day year consisting of twelve 30-day months.
"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment
Banker as having a maturity comparable to the remaining term of the Senior Notes that would be used, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Senior Notes.
"Comparable Treasury Price" means, with respect to any redemption date:
· the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and
lowest of the Reference Treasury Dealer Quotations, or
· if the Independent Investment Banker obtains fewer than three Reference Treasury Dealer Quotations, the average
of all Reference Treasury Dealer Quotations so received.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.
"Reference Treasury Dealer" means (a) each of Morgan Stanley & Co. Incorporated, Banc of America Securities
LLC, Calyon Securities (USA) Inc., and J.P. Morgan Securities Inc., and their respective successors, unless any of
them ceases to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), in
which case we shall substitute another Primary Treasury Dealer, and (b) any other Primary Treasury Dealer selected
by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us
and the trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day
preceding that redemption date.

S-6

"Treasury Rate" means, with respect to any redemption date, the rate per year equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, calculated on the third business day preceding the redemption
date, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for that redemption date.
We will mail notice of any redemption at least 30 days but not more than 60 days before the redemption date to each
holder of the Senior Notes to be redeemed.
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Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue
on the Senior Notes or portions of the Senior Notes called for redemption.
Change of Control Repurchase Event
If a change of control repurchase event occurs, unless we have exercised our right to redeem the Senior Notes as
described above, we will make an offer to each holder of Senior Notes to repurchase all or any part (in integral
multiples of $1,000) of that holder's Senior Notes at a purchase price in cash equal to 101% of the aggregate
principal amount of Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased
to the date of purchase. Within 30 days following any change of control repurchase event or, at our option, prior to
any change of control, but after the public announcement of the change of control, we will mail a notice to each
holder, with a copy to the trustee, describing the transaction or transactions that constitute or may constitute the
change of control repurchase event and offering to repurchase Senior Notes on the payment date specified in the
notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The
notice shall, if mailed prior to the date of consummation of the change of control, state that the offer to purchase is
conditioned on the change of control repurchase event occurring on or prior to the payment date specified in the
notice. We will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and any other securities laws and regulations thereunder to the extent those laws and
regulations are applicable in connection with the repurchase of the Senior Notes as a result of a change of control
repurchase event. To the extent that the provisions of any securities laws or regulations conflict with the change of
control repurchase event provisions of the Senior Notes, we will comply with the applicable securities laws and
regulations and will not be deemed to have breached our obligations under the change of control repurchase event
provisions of the Senior Notes by virtue of such conflict.
On the change of control repurchase event payment date, we will, to the extent lawful:

1.accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to our offer;

2.deposit with the paying agent an amount equal to the aggregate purchase price in respect of all Senior Notes or
portions of Senior Notes properly tendered; and

S-7

3.deliver or cause to be delivered to the trustee the Senior Notes properly accepted, together with an officer's
certificate stating the aggregate principal amount of Senior Notes being purchased by us.
The paying agent will promptly mail to each holder of Senior Notes properly tendered the purchase price for the
Senior Notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each
holder a new note equal in principal amount to any unpurchased portion of any Senior Notes surrendered; provided
that each new note will be in a principal amount of $1,000 or an integral multiple of $1,000.
We will not be required to make an offer to repurchase the Senior Notes upon a change of control repurchase event if
a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for
an offer made by us and such third party purchases all Senior Notes properly tendered and not withdrawn under its
offer.
The term "below investment grade rating event" means the Senior Notes are rated below investment grade by both
rating agencies on any date from the date of the public notice of an arrangement that could result in a change of
control until the end of the 60-day period following public notice of the occurrence of a change of control (which
period shall be extended so long as the rating of the Senior Notes is under publicly announced consideration for
possible downgrade by either of the rating agencies); provided that a below investment grade rating event otherwise
arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect to a particular
change of control (and thus shall not be deemed a below investment grade rating event for purposes of the definition
of change of control repurchase event hereunder) if the rating agencies making the reduction in rating to which this
definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing at its request
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that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result
of, or in respect of, the applicable change of control (whether or not the applicable change of control shall have
occurred at the time of the below investment grade rating event).
The term "change of control" means the consummation of any transaction (including, without limitation, any merger
or consolidation) the result of which is that any "person" (as that term is used in Section 13(d)(3) of the Exchange
Act) becomes the beneficial owner, directly or indirectly, of more than 50% of our voting stock measured by voting
power rather than number of shares.
The term "change of control repurchase event" means the occurrence of both a change of control and a below
investment grade rating event.
The term "investment grade" means a rating of Baa3 or better by Moody's (or its equivalent under any successor
rating categories of Moody's); a rating of BBB- or better by S&P (or its equivalent under any successor rating
categories of S&P); and the equivalent investment grade credit rating from any additional rating agency or rating
agencies selected by us.
The term "Moody's" means Moody's Investors Service Inc.
The term "rating agency" means (1) each of Moody's and S&P; and (2) if either of Moody's or S&P ceases to rate
the Senior Notes or fails to make a rating of the Senior Notes publicly available for reasons outside of our control, a
"nationally recognized statistical rating organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the
Exchange Act, selected by us (as certified by a resolution of our board of directors) as a replacement agency for
Moody's or S&P, or both, as the case may be.
The term "S&P" means Standard & Poor's Ratings Services, a division of McGraw-Hill, Inc.

S-8
The term "voting stock" of any specified "person" (as that term is used in Section 13(d)(3) of the Exchange Act) as
of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the
board of directors of such person.
Ranking
The Senior Notes will be our general senior unsecured and unsubordinated obligations and will rank equally in
priority with all of our other unsecured and unsubordinated obligations. The Senior Note Indenture contains no
restrictions on the amount of additional indebtedness that we may incur.
Book-Entry Only Issuance - The Depository Trust Company
The Depository Trust Company ("DTC") will act as the initial securities depositary for the Senior Notes. The Senior
Notes will be issued only as fully registered securities registered in the name of Cede & Co., DTC's partnership
nominee, or such other name as may be requested by an authorized representative of DTC. One or more fully
registered global Note certificates will be issued, representing in the aggregate the total principal amount of the
Senior Notes, and will be deposited with the trustee on behalf of DTC.
DTC, the world's largest securities depositary, is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides
asset servicing for U.S. and non-U.S. equity issues, corporate and municipal debt issues and money market
instruments that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade
settlement among Direct Participants of sales and other securities transactions in deposited securities, through
electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the
need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities
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brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-
owed subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number
of Direct Participants of DTC and members of the National Securities Clearing Corporation, Fixed Income Clearing
Corporation and Emerging Markets Clearing Corporation (NSCC, FICC and EMCC, also subsidiaries of DTCC), as
well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). More
information about DTC can be found at www.dtcc.com and www.dtc.org. Such information is not incorporated by
reference in, and does not form a part of, this prospectus supplement or the accompanying prospectus.
Purchases of Senior Notes under the DTC system must be made by or through Direct Participants, which will receive
a credit for the Senior Notes on DTC's records. The ownership interest of each actual purchaser of Senior Notes
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners
will not receive written confirmation from DTC of their purchases. Beneficial Owners are, however, expected to
receive written confirmations providing details of the transactions, as well as periodic statements of their holdings,
from the Direct or Indirect Participants through which the Beneficial Owners purchased Senior Notes. Transfers of
ownership interests in the Senior Notes are to be accomplished by entries made on the books of Direct and Indirect
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates

S-9

representing their ownership interests in Senior Notes, except in the event that use of the book-entry system for the
Senior Notes is discontinued.
To facilitate subsequent transfers, all Senior Notes deposited by Direct Participants with DTC are registered in the
name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Senior Notes with DTC and their registration in the name of Cede & Co. or
such other DTC nominee do not effect any changes in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Senior Notes. DTC's records reflect only the identity of the Direct Participants to whose
accounts such Senior Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect
Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the Senior Notes are being redeemed, DTC's practice is
to determine by lot the amount of interest of each Direct Participant in such Senior Notes to be redeemed.
Although voting with respect to the Senior Notes is limited, in those cases where a vote is required, neither DTC nor
Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Senior Notes unless authorized by
a Direct Participant in accordance with DTC's procedures. Under its usual procedures, DTC mails an Omnibus Proxy
to us as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights
to those Direct Participants to whose accounts Senior Notes are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Payments on the Senior Notes will be made to Cede & Co., or such other nominee as may be requested by an
authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of
funds and corresponding detail information from us or the trustee on the relevant payment date in accordance with
their respective holdings shown on DTC's records. Payments by Direct or Indirect Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the case with securities held for the account
of customers registered in "street name" and will be the responsibility of such Direct or Indirect Participant and not
our responsibility or the responsibility of DTC, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is our responsibility, disbursement of such payments to Direct Participants is the
responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of Direct
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and Indirect Participants.
Except as provided herein, a Beneficial Owner of a global Senior Note will not be entitled to receive physical
delivery of Senior Notes. Accordingly, each Beneficial Owner must rely on the procedures of DTC to exercise any
rights under the Senior Notes. The laws of some jurisdictions require that certain purchasers of securities take
physical delivery of securities in definitive form. Such laws may impair the ability to transfer beneficial interests in a
global Senior Note.
DTC may discontinue providing its services as securities depository with respect to the Senior Notes at any time by
giving reasonable notice to us. Under such circumstances, in the event that a successor securities depository is not
obtained, note certificates will be required to be printed and

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delivered to the holders of record. Additionally, the Company may decide to discontinue use of the system of book-
entry transfers through DTC (or a successor securities depository) with respect to the Senior Notes. We understand,
however, that under current industry practices, DTC would notify its Direct and Indirect Participants of our decision,
but will only withdraw beneficial interests from a global note at the request of each Direct or Indirect Participant. In
that event, certificates for the Senior Notes will be printed and delivered to the applicable Direct or Indirect
Participant.
The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that
we believe to be reliable, but we take no responsibility for the accuracy thereof. We have no responsibility for the
performance by DTC or its Direct or Indirect Participants of their respective obligations as described herein or under
the rules and procedures governing their respective operations.
Defeasance
The Senior Notes will be subject to defeasance and discharge and to defeasance of certain covenants as set forth in
the Senior Note Indenture, see "Description of Debt Securities - Defeasance" in the accompanying prospectus.

UNDERWRITING
Subject to the terms and conditions of an underwriting agreement (the "Underwriting Agreement"), we have agreed
to sell to each of the underwriters named below and each of the underwriters severally has agreed to purchase from
us, the principal amount of the Senior Notes set forth opposite its name below:
Principal

Amount of
Underwriters
Senior Notes

Morgan Stanley & Co. Incorporated
$ 82,500,000
Banc of America Securities LLC.
$ 22,500,000
Calyon Securities (USA) Inc
$ 22,500,000
J.P. Morgan Securities Inc.
$ 22,500,000
Total
$ 150,000,000
In the Underwriting Agreement, the underwriters have agreed, subject to the terms and conditions set forth therein, to
purchase all of the Senior Notes offered hereby, if any of the Senior Notes are purchased.
The underwriters propose initially to offer the Senior Notes to the public at the public offering price set forth on the
cover page of this prospectus supplement and to certain dealers at such price less a concession not in excess of 0.40%
of the principal amount of the Senior Notes. The underwriters may allow, and such dealers may reallow, a discount
not in excess of 0.20% of the principal amount of the Senior Notes to certain other dealers. After the initial public
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