Pricing Supplement No. 12 dated March 14, 2006

Filed under Rule 424(b)(3)

(to Prospectus dated January 5, 2005

File No. 333-107132

and Prospectus Supplement dated June 9, 2005)

Principal Amount:

$1,000,000,000

Floating Rate Notes:       ý

Fixed Rate Notes:         o

Original Issue Date:

March 17, 2006

Closing Date:    March 17, 2006

CUSIP Number:     78442F DX 3

Maturity Date:

March 15, 2011

Option to Extend Maturity:

If Yes, Final Maturity Date:

ý        No

o        Yes

Specified Currency:  U.S. Dollars

Redeemable at the option of the Company:

ý   No

Redemption Price:

Not Applicable.

o   Yes

Redemption Dates:

Not Applicable.

Repayment at the option of the Holder:

ý   No

Repayment Price:

Not Applicable.

o   Yes

Repayment Dates:

Not Applicable.

Applicable to Floating Rate Notes Only:

Floating Rate Index:

o    CD Rate

Index Maturity:   Three Months.

o    Commercial Paper Rate

o    CMT Rate

Spread:   Plus 20 basis points (0.20%).

o    Federal Funds Rate

ý    LIBOR Telerate

Initial Interest Rate:     TBD.

o    LIBOR Reuters

o    Prime Rate

Interest Rate Reset Period:  Quarterly.

o    91-Day Treasury Bill Rate

Reset Date(s):

Each March 15^th, June 15^th, September 15^th and December 15^th during the term of the Notes, beginning June 15, 2006, subject to adjustment in accordance with the following business day convention.

Interest Payment

Date(s):

Each March 15^th, June 15^th, September 15^th and December 15^th during the term of the Notes, beginning June 15, 2006, subject to adjustment in accordance with the following business day convention.

Wachovia Securities

Merrill Lynch & Co.

Morgan Stanley

Interest Determination

Date(s):

2 London and New York Business Days prior to the related Reset Date (or Original Issue Date in the case of the first Interest Period).

Interest Period(s):

From and including the previous Interest Payment Date (or Original Issue Date, in the case of the first Interest Period) to but excluding the current Interest Payment Date (or Maturity Date, in the case of the last Interest Period).

Lock-in Period Start Date:     Not Applicable.

Accrual Method:   Actual/360.

Maximum Interest Rate:       Not Applicable.

Minimum Interest Rate:     Not Applicable.

Form:

Book-entry.

Denominations:

$1,000 minimum and integral multiples of $1,000 in excess thereof.

Trustee:

JPMorgan Chase Bank, National Association, formerly known as JPMorgan Chase Bank and The Chase Manhattan Bank.

Agents:

The following agents are acting as underwriters in connection with this issuance.

Agents

Principal Amount of Notes

Wachovia Capital Markets, LLC

$

333,333,333.34

Merrill Lynch, Pierce, Fenner & Smith Incorporated

333,333,333.33

Morgan Stanley & Co. Incorporated

333,333,333.33

Total

$

1,000,000,000.00

Issue Price:

100.0%.

Agents’ Commission:

0.125%.

Net Proceeds:

$998,750,000.

Concession:

Up to 0.005%.

Reallowance:

N.A.

CUSIP Number:

78442F DX 3.

ISIN Number:

US78442FDX33.