Filed Pursuant to Rule 433
Registration No. 333-127913
PRICING TERM SHEET
Underwriting Agreement dated June 7, 2006
| Designation: | 6% Senior Notes, Series K, due 2016 |
| Principal Amount: | $350,000,000 |
| Maturity: | June 1, 2016 |
| Coupon: | 6% |
| Interest Payment Dates: | June 1 and December 1 |
| First Interest Payment Date: | December 1, 2006 |
| Treasury Benchmark: | UST 5.125% due May 15, 2016 |
| Treasury Price: | 100-24 |
| Treasury Yield: | 5.028% |
| Reoffer Spread: | 1.02% |
| Yield to Maturity: | 6.048% |
| Price to Public: | 99.647% of the principal amount thereof |
| Redemption Terms: | |
Make-whole call: | At any time at a discount rate of the Treasury Rate plus 20 basis points |
| Minimum Denomination: | $1,000 |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. J.P. Morgan Securities Inc. |
| Co-Managers: | Huntington Capital Corp. NatCity Investments, Inc. |
| Settlement Date: | June 12, 2006 (T+3) |
| Ratings: | A3 by Moody’s Investors Service, Inc. BBB by Standard & Poor’s Ratings Services BBB+ by Fitch Ratings Ltd. |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll free at 1-877-858-5407 or J.P. Morgan Securities Inc. collect at 212-834-4533.
