Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-112367
PRICING SUPPLEMENT TO THE PROSPECTUS SUPPLEMENT NO. 372 DATED FEBRUARY 6,
2004 -- NO. 412
[GOLDMAN SACHS LOGO]
THE GOLDMAN SACHS GROUP, INC.
Medium-Term Notes, Series B
-------------------------
$15,000,000
2.25% Aggregate Mandatory Exchangeable Notes
due January 2005
(Exchangeable for Common Stock of a Basket of Eight Stocks)
-------------------------
This pricing supplement and the accompanying prospectus supplement no. 372,
relating to the aggregate mandatory exchangeable notes, should be read together.
Because the aggregate mandatory exchangeable notes are part of a series of our
debt securities called Medium-Term Notes, Series B, this pricing supplement and
the accompanying prospectus supplement no. 372 should also be read with the
accompanying prospectus dated February 6, 2004, as supplemented by the
accompanying prospectus supplement dated February 6, 2004. Terms used here have
the meanings given them in the accompanying prospectus supplement no. 372,
unless the context requires otherwise.
The aggregate mandatory exchangeable notes offered by this pricing
supplement, which we call the "offered notes", have the terms described in the
accompanying prospectus supplement no. 372, as supplemented or modified by the
following:
ISSUER: The Goldman Sachs Group, Inc.
BASKET STOCKS: the common stock of Baker Hughes Incorporated, BJ Services
Company, Diamond Offshore Drilling, Inc., ENSCO International Incorporated,
GlobalSantaFe Corporation, Nabors Industries Ltd., Rowan Companies, Inc. and
Transocean Inc. with each stock having a relative weight on the trade date of
7.1429%, 14.2857%, 14.2857%, 7.1429%, 14.2857%, 14.2857%, 14.2857% and 14.2857%,
respectively
FACE AMOUNT: each offered note will have a face amount equal to $2000.00; the
aggregate face amount for all the offered notes is $15,000,000
ORIGINAL ISSUE PRICE: 100% of the face amount
NET PROCEEDS TO THE ISSUER: 99.95% of the face amount
TRADE DATE: July 14, 2004
SETTLEMENT DATE (ORIGINAL ISSUE DATE): July 21, 2004
STATED MATURITY DATE: January 21, 2005, unless extended for up to six business
days
INTEREST RATE (COUPON): 2.25% per year
INTEREST PAYMENT DATES: January 21 and October 21, commencing on October 21,
2004
REGULAR RECORD DATES: for the interest payment dates specified above, January 13
and October 14, respectively
CUSIP NO.: 38143U218
Your investment in the notes involves certain risks. We encourage you to
read "Additional Risk Factors Specific to Your Note" beginning on page S-3 of
the accompanying prospectus supplement no. 372 so that you may better understand
those risks. The offered notes are not principal-protected and the payment
amount is capped.
----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PRICING SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------------
Goldman Sachs may use this pricing supplement in the initial sale of the
offered notes. In addition, Goldman, Sachs & Co. or any other affiliate of
Goldman Sachs may use this pricing supplement in a market-making transaction in
an offered note after its initial sale. UNLESS GOLDMAN SACHS OR ITS AGENT
INFORMS THE PURCHASER OTHERWISE IN THE CONFIRMATION OF SALE, THIS PRICING
SUPPLEMENT IS BEING USED IN A MARKET-MAKING TRANSACTION.
GOLDMAN, SACHS & CO.
----------------------
Pricing Supplement dated July 14, 2004.
PRINCIPAL AMOUNT: On the stated maturity date, each offered note
will be exchanged for, with respect to each
basket stock, a number of shares of that basket
stock equal to the exchange rate for that basket
stock or, at the option of Goldman Sachs, for
the cash value of that basket stock based on the
relevant final basket stock price.
EXCHANGE RATE FOR EACH
BASKET STOCK: If the final basket stock price equals or
exceeds the relevant threshold appreciation
price, then the exchange rate will equal a
number of shares of that basket stock equal to
the relevant threshold fraction multiplied by
the weighting amount for that basket stock for
each offered note outstanding. The face amount
for one offered note equals $2,000.00.
Otherwise, the exchange rate for the relevant
basket stock will equal a number of shares of
that basket stock equal to the weighting amount
for that basket stock for each offered note
outstanding. The exchange rate is subject, in
certain circumstances, to anti-dilution
adjustment as described in the accompanying
prospectus supplement no. 372.
Please note that the amount you receive for each
$2,000.00 of outstanding face amount on the
stated maturity date could be substantially less
than $2,000.00 and will not in any event exceed
$2,500.00, which represents the sum of the
products, with respect to each basket stock, of
the relevant threshold appreciation price
multiplied by the relevant weighting amount. You
could lose your entire investment in the offered
notes.
INITIAL BASKET STOCK PRICE: The initial stock price for each of the basket
stocks is as follows:
<Table>
1. Baker Hughes Incorporated 38.7321 per share
2. BJ Services Company 46.7475 per share
3. Diamond Offshore Drilling, Inc. 23.8181 per share
4. ENSCO International Incorporated 28.94 per share
5. GlobalSantaFe Corporation 26.8098 per share
6. Nabors Industries Ltd. 43.84 per share
7. Rowan Companies, Inc. 24.8629 per share
8. Transocean Inc. 28.7538 per share
</Table>
FINAL BASKET STOCK PRICE: The closing price of one share of the relevant
basket stock on the determination date, subject
to anti-dilution adjustment.
S-2
THRESHOLD APPRECIATION
PRICE: For each basket stock, the initial basket stock
price times 1.25. The threshold appreciation
price for each of the basket stocks is as
follows:
<Table>
1. Baker Hughes Incorporated 48.4151 per share
2. BJ Services Company 58.4344 per share
3. Diamond Offshore Drilling, Inc. 29.7726 per share
4. ENSCO International Incorporated 36.1750 per share
5. GlobalSantaFe Corporation 33.5123 per share
6. Nabors Industries Ltd. 54.80 per share
7. Rowan Companies, Inc. 31.0786 per share
8. Transocean Inc. 35.9423 per share
</Table>
WEIGHTING AMOUNT: The weighting amount for each of the basket
stocks is as follows:
<Table>
1. Baker Hughes Incorporated 3.6883 per note
2. BJ Services Company 6.1119 per note
3. Diamond Offshore Drilling, Inc. 11.9957 per note
4. ENSCO International Incorporated 4.9363 per note
5. GlobalSantaFe Corporation 10.6571 per note
6. Nabors Industries Ltd. 6.5172 per note
7. Rowan Companies, Inc. 11.4916 per note
8. Transocean Inc. 9.9366 per note
</Table>
THRESHOLD FRACTION: For each basket stock, the threshold
appreciation price divided by the final basket
stock price for that basket stock.
NO LISTING: The offered notes will not be listed on any
securities exchange or interdealer market
quotation system.
HYPOTHETICAL PAYMENT
AMOUNT: The tables below show several examples of
hypothetical payment amounts that we would
deliver on the stated maturity date in exchange
for each $2,000.00 of the outstanding face
amount of your note, if the final basket stock
prices were any of the hypothetical prices shown
in the final basket stock price columns. For
this purpose, we have assumed that there will be
no anti-dilution adjustments to the exchange
rates for the basket stocks and no market
disruption events.
The prices in the final basket stock price
column represent hypothetical closing prices for
one share of the relevant basket stock on the
determination date. The amounts in the exchange
amount at maturity column represent the
hypothetical cash value of each basket stock to
be exchanged for each outstanding note, based on
the hypothetical final basket stock price for
that basket stock.
S-3
EXAMPLE 1: ALL BASKET STOCK PRICES INCREASE BY 10%.
<Table>
<Caption>
INITIAL FINAL
BASKET THRESHOLD BASKET EXCHANGE
STOCK APPRECIATION WEIGHTING STOCK AMOUNT AT
STOCK WEIGHT PRICE PRICE AMOUNT PRICE MATURITY
- ----- ------ ------- ------------ --------- ------ ---------
Baker Hughes
Incorporated 7.1429% 38.7321 48.4151 3.6883 $42.6053 $ 157.141
BJ Services Company 14.2857% 46.7475 58.4344 6.1119 $51.4223 $ 314.288
Diamond Offshore
Drilling, Inc. 14.2857% 23.8181 29.7726 11.9957 $26.1999 $ 314.286
ENSCO International
Incorporated 7.1429% 28.94 36.175 4.9363 $31.8340 $ 157.142
GlobalSantaFe
Corporation 14.2857% 26.8098 33.5123 10.6571 $29.4908 $ 314.286
Nabors Industries Ltd. 14.2857% 43.84 54.8 6.5172 $48.2240 $ 314.285
Rowan Companies, Inc. 14.2857% 24.8629 31.0786 11.4916 $27.3492 $ 314.286
Transocean Inc. 14.2857% 28.7538 35.9423 9.9366 $31.6292 $ 314.287
Exchange amount at
maturity for each note $2,200.00
Exchange amount as a
percentage of face
amount at maturity 110.00%
</Table>
EXAMPLE 2: ALL BASKET STOCK PRICES INCREASE BY 30%.
<Table>
<Caption>
INITIAL FINAL
BASKET THRESHOLD BASKET EXCHANGE
STOCK APPRECIATION WEIGHTING STOCK AMOUNT AT
STOCK WEIGHT PRICE PRICE AMOUNT PRICE MATURITY
- ----- ------ ------- ------------ --------- ------ ---------
Baker Hughes
Incorporated 7.1429% 38.7321 48.4151 3.6883 $50.3517 $ 178.570
BJ Services Company 14.2857% 46.7475 58.4344 6.1119 $60.7718 $ 357.145
Diamond Offshore
Drilling, Inc. 14.2857% 23.8181 29.7726 11.9957 $30.9635 $ 357.143
ENSCO International
Incorporated 7.1429% 28.94 36.175 4.9363 $37.6220 $ 178.571
GlobalSantaFe
Corporation 14.2857% 26.8098 33.5123 10.6571 $34.8527 $ 357.143
Nabors Industries Ltd. 14.2857% 43.84 54.8 6.5172 $56.9920 $ 357.143
Rowan Companies, Inc. 14.2857% 24.8629 31.0786 11.4916 $32.3218 $ 357.143
Transocean Inc. 14.2857% 28.7538 35.9423 9.9366 $37.3799 $ 357.144
Exchange amount at
maturity for each note $2,500.00
Exchange amount as a
percentage of face
amount at maturity 125.00%
</Table>
S-4
EXAMPLE 3: ALL BASKET STOCK PRICES DECREASE BY 10%.
<Table>
<Caption>
INITIAL FINAL
BASKET THRESHOLD BASKET EXCHANGE
STOCK APPRECIATION WEIGHTING STOCK AMOUNT AT
STOCK WEIGHT PRICE PRICE AMOUNT PRICE MATURITY
- ----- ------ ------- ------------ --------- ------ ---------
Baker Hughes
Incorporated 7.1429% 38.7321 48.4151 3.6883 $34.8589 $ 128.570
BJ Services Company 14.2857% 46.7475 58.4344 6.1119 $42.0728 $ 257.144
Diamond Offshore
Drilling, Inc. 14.2857% 23.8181 29.7726 11.9957 $21.4363 $ 257.143
ENSCO International
Incorporated 7.1429% 28.94 36.175 4.9363 $26.0460 $ 128.571
GlobalSantaFe
Corporation 14.2857% 26.8098 33.5123 10.6571 $24.1288 $ 257.143
Nabors Industries Ltd. 14.2857% 43.84 54.8 6.5172 $39.4560 $ 257.143
Rowan Companies, Inc. 14.2857% 24.8629 31.0786 11.4916 $22.3766 $ 257.143
Transocean Inc. 14.2857% 28.7538 35.9423 9.9366 $25.8784 $ 257.144
Exchange amount at
maturity for each note $1,800.00
Exchange amount as a
percentage of face
amount at maturity 90.00%
</Table>
EXAMPLE 4: THE BASKET STOCK PRICES OF BAKER HUGHES INCORPORATED, BJ SERVICES
COMPANY AND DIAMOND OFFSHORE DRILLING, INC. DECREASE BY 10%. THE
BASKET STOCK PRICES OF ROWAN COMPANIES, INC. AND TRANSOCEAN INC. BOTH
INCREASE BY 5%.
<Table>
<Caption>
INITIAL FINAL
BASKET THRESHOLD BASKET EXCHANGE
STOCK APPRECIATION WEIGHTING STOCK AMOUNT AT
STOCK WEIGHT PRICE PRICE AMOUNT PRICE MATURITY
- ----- ------ ------- ------------ --------- ------ ---------
Baker Hughes
Incorporated 7.1429% 38.7321 48.4151 3.6883 $34.8589 $ 128.570
BJ Services Company 14.2857% 46.7475 58.4344 6.1119 $42.0728 $ 257.144
Diamond Offshore
Drilling, Inc. 14.2857% 23.8181 29.7726 11.9957 $21.4363 $ 257.143
ENSCO International
Incorporated 7.1429% 28.94 36.175 4.9363 $28.9400 $ 142.857
GlobalSantaFe
Corporation 14.2857% 26.8098 33.5123 10.6571 $26.8098 $ 285.715
Nabors Industries Ltd. 14.2857% 43.84 54.8 6.5172 $43.8400 $ 285.714
Rowan Companies, Inc. 14.2857% 24.8629 31.0786 11.4916 $26.1060 $ 300.000
Transocean Inc. 14.2857% 28.7538 35.9423 9.9366 $30.1915 $ 300.001
Exchange amount at
maturity for each note $1,957.14
Exchange amount as a
percentage of face
amount at maturity 97.86%
</Table>
S-5
EXAMPLE 5: THE BASKET STOCK PRICE OF BJ SERVICES COMPANY DECREASES BY 80%. THE
BASKET STOCK PRICES OF BOTH ENSCO INTERNATIONAL INCORPORATED AND
ROWAN COMPANIES INCREASE BY 60%.
<Table>
<Caption>
INITIAL FINAL
BASKET THRESHOLD BASKET EXCHANGE
STOCK APPRECIATION WEIGHTING STOCK AMOUNT AT
STOCK WEIGHT PRICE PRICE AMOUNT PRICE MATURITY
- ----- ------ ------- ------------ --------- ------ ---------
Baker Hughes Incorporated 7.1429% 38.7321 48.4151 3.6883 $38.7321 $ 142.856
BJ Services Company 14.2857% 46.7475 58.4344 6.1119 $ 9.3495 $ 57.143
Diamond Offshore Drilling,
Inc. 14.2857% 23.8181 29.7726 11.9957 $23.8181 $ 285.715
ENSCO International
Incorporated 7.1429% 28.94 36.175 4.9363 $28.9400 $ 142.857
GlobalSantaFe Corporation 14.2857% 26.8098 33.5123 10.6571 $26.8098 $ 285.715
Nabors Industries Ltd. 14.2857% 43.84 54.8 6.5172 $43.8400 $ 285.714
Rowan Companies, Inc. 14.2857% 24.8629 31.0786 11.4916 $39.7806 $ 357.143
Transocean Inc. 14.2857% 28.7538 35.9423 9.9366 $46.0061 $ 357.144
Exchange amount at maturity
for each note $1,914.29
Exchange amount as a
percentage of face amount
at maturity 95.71%
</Table>
The payment amounts shown above in examples one
to five are entirely hypothetical; they are
based on market prices for the basket stocks
that may not be achieved on the determination
date and on assumptions that may prove to be
erroneous. The actual market value of your note
on the stated maturity date or at any other
time, including any time you may wish to sell
your note, may bear little relation to the
hypothetical exchange amounts shown above, and
those amounts should not be viewed as an
indication of the financial return on an
investment in the offered notes or on an
investment in any of the basket stocks. Please
read "Additional Risk Factors Specific to Your
Note" and "Hypothetical Payment Amounts on Your
Note" in the accompanying prospectus supplement
no. 372.
Payments on your note are economically
equivalent to the amounts that would be paid on
a combination of other instruments. For example,
payments on your note are economically
equivalent to the amounts that would be paid on
a combination of an interest bearing bond
bought, and an option sold, by the holder (with
an implicit option premium paid over time to the
holder). The discussion in this paragraph does
not modify or affect the terms of the offered
notes or the United States income tax treatment
of the offered notes as described under
"Supplemental Discussion of Federal Income Tax
Consequences" in the accompanying prospectus
supplement no. 372.
S-6
HEDGING: In anticipation of the sale of the offered
notes, we and/or our affiliates have entered
into hedging transactions involving purchases of
all of the basket stocks on the trade date. For
a description of how our hedging and other
trading activities may affect the value of your
note, see "Additional Risk Factors Specific to
Your Note -- Our Business Activities May Create
Conflicts of Interest Between You and Us" and
"Use of Proceeds and Hedging" in the
accompanying prospectus supplement no. 372.
DESCRIPTION OF THE BASKET
STOCK ISSUERS: According to its publicly available documents,
Baker Hughes Incorporated is a supplier of
wellbore related products, technology services
and systems to the oil and gas industry and
provides products and services for drilling,
formation evaluation, completion and production
of oil and gas wells. Information filed with the
SEC by Baker Hughes Incorporated under the
Exchange Act can be located by referencing its
SEC file number: 001-09397.
According to its publicly available documents,
BJ Services Company is a provider of pressure
pumping and other oilfield services serving the
petroleum industry worldwide. Information filed
with the SEC by BJ Services Company under the
Exchange Act can be located by referencing its
SEC file number: 001-10570.
According to its publicly available documents,
Diamond Offshore Drilling, Inc. engages
principally in the contract drilling of offshore
oil and gas wells. Information filed with the
SEC by Diamond Offshore Drilling, Inc. can be
located by referencing its SEC file number:
001-13926.
According to its publicly available documents,
ENSCO International Incorporated is an
international offshore contract drilling.
Information filed with the SEC by ENSCO
International Incorporated under the Exchange
Act can be located by referencing its SEC file
number: 001-08097.
According to its publicly available documents,
GlobalSantaFe Corporation is a worldwide oil and
gas drilling contractor. Information filed with
the SEC by GlobalSantaFe Corporation under the
Exchange Act can be located by referencing its
SEC file number: 001-14634.
According to its publicly available documents,
Nabors Industries Ltd. is a provider of offshore
platform workover and drilling rigs. Information
filed with the SEC by Nabors Industries Ltd.
under the Exchange Act can be located by
referencing its SEC file number: 000-49887.
According to its publicly available documents,
Rowan Companies, Inc. is a land drilling
contractor conducting oil, gas and geothermal
land drilling operations. Information filed with
the SEC by Rowan Companies, Inc. under the
Exchange
S-7
Act can be located by referencing its SEC file
number: 001-05491.
According to its publicly available documents,
Transocean Inc. is an international provider of
offshore contract drilling services for oil and
gas wells. Information filed with the SEC by
Transocean Inc. under the Exchange Act can be
located by referencing its SEC file number:
333-75899.
HISTORICAL TRADING PRICE
INFORMATION: Seven of the eight basket stocks are traded on
the New York Stock Exchange, under the symbols
"BHI", "BJS", "DO", "ESV", "GSF", "RDC" and
"RIG", respectively. Nabors Industries Ltd. is
traded on the American Stock Exchange under the
symbol "NBR". The following tables show the
quarterly high, low and closing prices on the
New York Stock Exchange for each of the seven
basket stocks traded on that exchange, and on
the American Stock Exchange for Nabors
Industries, Ltd., in each case for the four
calendar quarters in each of 2002 and 2003 and
for the three calendar quarters in 2004, through
July 14, 2004. We obtained the trading price
information shown below from Bloomberg Financial
Services, without independent verification.
BAKER HUGHES INCORPORATED
<Table>
<Caption>
HIGH LOW CLOSE
---- --- -----
2002
Quarter ended March 31................... 39.95 30.5 38.25
Quarter ended June 30.................... 39.44 33.17 33.29
Quarter ended September 30............... 33.62 22.6 29.03
Quarter ended December 31................ 34.37 25.6 32.19
2003
Quarter ended March 31................... 33.54 28.26 29.93
Quarter ended June 30.................... 36.15 27 33.57
Quarter ended September 30............... 34.33 29.24 29.59
Quarter ended December 31................ 33.08 26.9 32.16
2004
Quarter ended March 31................... 38.77 31.56 36.48
Quarter ended June 30.................... 38.87 33.45 37.65
Quarter ending September 30 (through July
14, 2004).............................. 38.92 37.12 38.83
Closing price on July 14, 2004........... 38.83
</Table>
S-8
BJ SERVICES COMPANY
<Table>
<Caption>
HIGH LOW CLOSE
---- --- -----
2002
Quarter ended March 31................... 35.9 25.3 34.47
Quarter ended June 30.................... 39.49 31.75 33.88
Quarter ended September 30............... 35.16 23 26
Quarter ended December 31................ 35.45 24.31 32.31
2003
Quarter ended March 31................... 36.1 29.25 34.39
Quarter ended June 30.................... 42.4 33.8 37.36
Quarter ended September 30............... 39.19 32.51 34.17
Quarter ended December 31................ 37.19 30.5 35.9
2004
Quarter ended March 31................... 45.78 34.85 43.27
Quarter ended June 30.................... 47.75 39.71 45.84
Quarter ending September 30 (through July
14, 2004).............................. 47 45.24 46.75
Closing price on July 14, 2004........... 46.75
</Table>
DIAMOND OFFSHORE DRILLING, INC.
<Table>
<Caption>
HIGH LOW CLOSE
---- --- -----
2002
Quarter ended March 31................... 32.27 25.48 31.26
Quarter ended June 30.................... 34.99 28.5 28.5
Quarter ended September 30............... 28.95 18.7 19.95
Quarter ended December 31................ 23.7 17.3 21.85
2003
Quarter ended March 31................... 23 19.25 19.41
Quarter ended June 30.................... 23.8 18.3 20.99
Quarter ended September 30............... 21.67 18.31 19.1
Quarter ended December 31................ 20.91 17.06 20.51
2004
Quarter ended March 31................... 26.85 20 24.19
Quarter ended June 30.................... 24.84 21.2 23.83
Quarter ending September 30 (through July
14, 2004).............................. 24.66 23.2 24.05
Closing price on July 14, 2004........... 24.05
</Table>
ENSCO INTERNATIONAL INCORPORATED
<Table>
<Caption>
HIGH LOW CLOSE
---- --- -----
2002
Quarter ended March 31................... 30.7 20.87 30.14
Quarter ended June 30.................... 35.5 26.7 27.26
Quarter ended September 30............... 28.98 21.19 25.04
Quarter ended December 31................ 31.62 24.15 29.45
2003
Quarter ended March 31................... 30.75 24.24 25.51
Quarter ended June 30.................... 31.1 24.32 26.9
Quarter ended September 30............... 28.43 23.58 26.82
Quarter ended December 31................ 29 24.49 27.17
2004
Quarter ended March 31................... 30.79 26.35 28.17
Quarter ended June 30.................... 29.16 24.95 29.1
Quarter ending September 30 (through July
14, 2004).............................. 29.73 28.5 28.94
Closing price on July 14, 2004........... 28.94
</Table>
S-9
GLOBALSANTAFE CORPORATION
<Table>
<Caption>
HIGH LOW CLOSE
---- --- -----
2002
Quarter ended March 31................... 33.5 24.9 32.7
Quarter ended June 30.................... 37.05 27.32 27.35
Quarter ended September 30............... 27.57 18.93 22.35
Quarter ended December 31................ 26.42 21.15 24.32
2003
Quarter ended March 31................... 25.34 19.78 20.65
Quarter ended June 30.................... 26.7 20.14 23.34
Quarter ended September 30............... 25.17 21.47 23.95
Quarter ended December 31................ 25.46 20.89 24.83
2004
Quarter ended March 31................... 30.69 23.44 27.77
Quarter ended June 30.................... 28.94 24.03 26.5
Quarter ending September 30 (through July
14, 2004).............................. 27.26 26.15 27.21
Closing price on July 14, 2004........... 27.21
</Table>
NABORS INDUSTRIES LTD.
<Table>
<Caption>
HIGH LOW CLOSE
---- --- -----
2002
Quarter ended March 31................... 43 26.98 42.25
Quarter ended June 30.................... 49.89 35.13 35.3
Quarter ended September 30............... 37.6 26.14 32.75
Quarter ended December 31................ 39.3 29.79 35.27
2003
Quarter ended March 31................... 42.6 32.2 39.87
Quarter ended June 30.................... 45.85 37.65 39.55
Quarter ended September 30............... 40.5 33.87 37.26
Quarter ended December 31................ 42.52 35.81 41.5
2004
Quarter ended March 31................... 48.75 41.02 45.75
Quarter ended June 30.................... 47.67 40.04 45.22
Quarter ending September 30 (through July
14, 2004).............................. 44.97 42.51 44.2
Closing price on July 14, 2004........... 44.2
</Table>
ROWAN COMPANIES, INC.
<Table>
<Caption>
HIGH LOW CLOSE
---- --- -----
2002
Quarter ended March 31................... 23.48 16.04 23.04
Quarter ended June 30.................... 27.03 20.2 21.45
Quarter ended September 30............... 22.57 16.36 18.64
Quarter ended December 31................ 24.6 17.4 22.7
2003
Quarter ended March 31................... 23.77 17.7 19.66
Quarter ended June 30.................... 25.9 19.28 22.4
Quarter ended September 30............... 25.62 20.8 24.58
Quarter ended December 31................ 26.72 20.45 23.17
2004
Quarter ended March 31................... 25.11 20.61 21.09
Quarter ended June 30.................... 24.7 20.44 24.33
Quarter ending September 30 (through July
14, 2004).............................. 25.31 24.1 24.8
Closing price on July 14, 2004........... 24.8
</Table>
S-10
TRANSOCEAN INC.
<Table>
<Caption>
HIGH LOW CLOSE
---- --- -----
2002
Quarter ended March 31................... 34.65 26.51 33.23
Quarter ended June 30.................... 39.33 30 31.15
Quarter ended September 30............... 31.75 19.6 20.8
Quarter ended December 31................ 25.89 18.1 23.2
2003
Quarter ended March 31................... 24.36 19.87 20.45
Quarter ended June 30.................... 25.86 18.4 21.97
Quarter ended September 30............... 22.4 18.52 20
Quarter ended December 31................ 24.85 18.55 24.01
2004
Quarter ended March 31................... 31.94 23.1 27.89
Quarter ended June 30.................... 29.27 25.06 28.94
Quarter ending September 30 (through July
14, 2004).............................. 29.31 27.84 28.97
Closing price on July 14, 2004........... 28.97
</Table>
As indicated above, the market prices of basket
stocks have been highly volatile during recent
periods. It is impossible to predict whether the
price of any of the basket stocks will rise or
fall and you should not view the historical
prices of the basket stocks as an indication of
future performance. See "Additional Risk Factors
Specific to Your Note -- The Market Price of
Your Note May Be Influenced by Many
Unpredictable Factors" in the accompanying
prospectus supplement no. 372.
S-11