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. 455
(GOLDMAN SACHS LOGO)
THE GOLDMAN SACHS GROUP, INC.
Medium-Term Notes, Series B
----------------------
$15,000,000
2.5% Aggregate Mandatory Exchangeable Notes due June 2005
(Exchangeable for Common Stock of a Basket of Five 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 BJ Services Company, ENSCO International
Incorporated, GlobalSantaFe Corporation, Transocean Inc. and Weatherford
International Ltd. with each stock having a relative weight on the trade date of
15%, 25%, 25%, 20% and 15% respectively
FACE AMOUNT: each offered note will have a face amount equal to $100.00; 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: November 30, 2004
SETTLEMENT DATE (ORIGINAL ISSUE DATE): December 7, 2004
STATED MATURITY DATE: June 7, 2005, unless extended for up to six business days
INTEREST RATE (COUPON): 2.5% per year
INTEREST PAYMENT DATES: March 7, 2005 and June 7, 2005
REGULAR RECORD DATES: for the interest payment dates specified above, five
business days before March 7 and June 7, respectively
CUSIP NO.: 38143Y889
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 NOVEMBER 30, 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
$100.00. 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 $100.00 of outstanding face
amount on the stated maturity date could
be substantially less than $100.00 and
will not in any event exceed $125.00,
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. BJ Services Company $51.076 per share
2. ENSCO International $31.393 per share
Incorporated
3. GlobalSantaFe Corporation $31.309 per share
4. Transocean Inc. $40.408 per share
5. Weatherford International $53.683 per share
Ltd.
</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.
DETERMINATION DATE: The fifth business day prior to June 7,
2005 unless extended for up to five
business days.
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. BJ Services Company $63.845 per share
2. ENSCO International $39.241 per share
Incorporated
3. GlobalSantaFe Corporation $39.136 per share
4. Transocean Inc. $50.510 per share
5. Weatherford International $67.104 per share
Ltd.
</Table>
S-2
WEIGHTING AMOUNT: The weighting amount for each of the
basket stocks is as follows:
<Table>
1. BJ Services Company 0.2937 per note
2. ENSCO International 0.7964 per note
Incorporated
3. GlobalSantaFe Corporation 0.7985 per note
4. Transocean Inc. 0.4950 per note
5. Weatherford International Ltd. 0.2794 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 $100.00 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.
EXAMPLE 1: ALL BASKET STOCK PRICES INCREASE BY 10%.
<Table>
<Caption>
INITIAL THRESHOLD WEIGHTING FINAL EXCHANGE
BASKET STOCK APPRECIATION AMOUNT BASKET STOCK AMOUNT AT
STOCK WEIGHT (%) PRICE PRICE (PER NOTE) PRICE MATURITY
- ----- ---------- ------------ ------------ ---------- ------------ ---------
BJ Services Company.. 15.0 $51.076 $63.845 0.2937 $56.1836 $16.50
ENSCO International
Incorporated....... 25.0 $31.393 $39.241 0.7964 $34.5323 $27.50
GlobalSantaFe
Corporation........ 25.0 $31.309 $39.136 0.7985 $34.4399 $27.50
Transocean Inc. ..... 20.0 $40.408 $50.510 0.4950 $44.4488 $22.00
Weatherford
International
Ltd. .............. 15.0 $53.683 $67.104 0.2794 $59.0513 $16.50
Exchange amount at maturity for each note: $110.00
</Table>
S-3
EXAMPLE 2: ALL BASKET STOCK PRICES INCREASE BY 30%.
<Table>
<Caption>
INITIAL THRESHOLD WEIGHTING FINAL EXCHANGE
BASKET STOCK APPRECIATION AMOUNT BASKET STOCK AMOUNT AT
STOCK WEIGHT (%) PRICE PRICE (PER NOTE) PRICE MATURITY
- ----- ---------- ------------ ------------ ---------- ------------ ---------
BJ Services Company.. 15.0 $51.076 $63.845 0.2937 $66.3988 $18.75
ENSCO International
Incorporated....... 25.0 $31.393 $39.241 0.7964 $40.8109 $31.25
GlobalSantaFe
Corporation........ 25.0 $31.309 $39.136 0.7985 $40.7017 $31.25
Transocean Inc. ..... 20.0 $40.408 $50.510 0.4950 $52.5304 $25.00
Weatherford
International
Ltd. .............. 15.0 $53.683 $67.104 0.2794 $69.7879 $18.75
Exchange amount at maturity for each note: $125.00
</Table>
EXAMPLE 3: ALL BASKET STOCK PRICES DECREASE BY 10%.
<Table>
<Caption>
INITIAL THRESHOLD WEIGHTING FINAL EXCHANGE
BASKET STOCK APPRECIATION AMOUNT BASKET STOCK AMOUNT AT
STOCK WEIGHT (%) PRICE PRICE (PER NOTE) PRICE MATURITY
- ----- ---------- ------------ ------------ ---------- ------------ ---------
BJ Services Company.. 15.0 $51.076 $63.845 0.2937 $45.9684 $13.50
ENSCO International
Incorporated....... 25.0 $31.393 $39.241 0.7964 $28.2537 $22.50
GlobalSantaFe
Corporation........ 25.0 $31.309 $39.136 0.7985 $28.1781 $22.50
Transocean Inc. ..... 20.0 $40.408 $50.510 0.4950 $36.3672 $18.00
Weatherford
International
Ltd. .............. 15.0 $53.683 $67.104 0.2794 $48.3147 $13.50
Exchange amount at maturity for each note: $90.00
</Table>
EXAMPLE 4: THE BASKET STOCK PRICES OF ENSCO INTERNATIONAL INCORPORATED AND
GLOBALSANTAFE CORPORATION BOTH DECREASE BY 10%, AND THE BASKET STOCK
PRICES OF BJ SERVICES COMPANY AND TRANSOCEAN INC. BOTH INCREASE BY
5%.
<Table>
<Caption>
INITIAL THRESHOLD WEIGHTING FINAL EXCHANGE
BASKET STOCK APPRECIATION AMOUNT BASKET STOCK AMOUNT AT
STOCK WEIGHT (%) PRICE PRICE (PER NOTE) PRICE MATURITY
- ----- ---------- ------------ ------------ ---------- ------------ ---------
BJ Services Company.. 15.0 $51.076 $63.845 0.2937 $53.6298 $15.75
ENSCO International
Incorporated....... 25.0 $31.393 $39.241 0.7964 $28.2537 $22.50
GlobalSantaFe
Corporation........ 25.0 $31.309 $39.136 0.7985 $28.1781 $22.50
Transocean Inc. ..... 20.0 $40.408 $50.510 0.4950 $42.4284 $21.00
Weatherford
International
Ltd. .............. 15.0 $53.683 $67.104 0.2794 $53.6830 $15.00
Exchange amount at maturity for each note: $96.75
</Table>
S-4
EXAMPLE 5: THE BASKET STOCK PRICE OF GLOBALSANTAFE CORPORATION DECREASES BY 80%,
THE BASKET STOCK PRICES OF ENSCO INTERNATIONAL INCORPORATED AND
TRANSOCEAN INC. BOTH INCREASE BY 5%, AND THE BASKET STOCK PRICES OF
BJ SERVICES COMPANY AND WEATHERFORD INTERNATIONAL LTD. BOTH INCREASE
BY 20%.
<Table>
<Caption>
INITIAL THRESHOLD WEIGHTING FINAL EXCHANGE
BASKET STOCK APPRECIATION AMOUNT BASKET STOCK AMOUNT AT
STOCK WEIGHT (%) PRICE PRICE (PER NOTE) PRICE MATURITY
- ----- ---------- ------------ ------------ ---------- ------------ ---------
BJ Services Company.. 15.0 $51.076 $63.845 0.2937 $61.2912 $18.00
ENSCO International
Incorporated....... 25.0 $31.393 $39.241 0.7964 $32.9627 $26.25
GlobalSantaFe
Corporation........ 25.0 $31.309 $39.136 0.7985 $6.2618 $5.00
Transocean Inc. ..... 20.0 $40.408 $50.510 0.4950 $42.4284 $21.00
Weatherford
International
Ltd. .............. 15.0 $53.683 $67.104 0.2794 $64.4196 $18.00
Exchange amount at maturity for each note: $88.25
</Table>
EXAMPLE 6: ALL BASKET STOCK PRICES DECREASE BY 40%.
<Table>
<Caption>
INITIAL THRESHOLD WEIGHTING FINAL EXCHANGE
BASKET STOCK APPRECIATION AMOUNT BASKET STOCK AMOUNT AT
STOCK WEIGHT (%) PRICE PRICE (PER NOTE) PRICE MATURITY
- ----- ---------- ------------ ------------ ---------- ------------ ---------
BJ Services Company.. 15.0 $51.076 $63.845 0.2937 $30.6456 $9.00
ENSCO International
Incorporated....... 25.0 $31.393 $39.241 0.7964 $18.8358 $15.00
GlobalSantaFe
Corporation........ 25.0 $31.309 $39.136 0.7985 $18.7854 $15.00
Transocean Inc. ..... 20.0 $40.408 $50.510 0.4950 $24.2448 $12.00
Weatherford
International
Ltd. .............. 15.0 $53.683 $67.104 0.2794 $32.2098 $9.00
Exchange amount at maturity for each note: $60.00
</Table>
S-5
The payment amounts shown above in
examples one to six 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.
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, 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, ENSCO International
Incorporated is an international offshore
contract drilling company. Information
filed with the SEC by ENSCO International
Incorporated under the
S-6
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, 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.
According to its publicly available
documents, Weatherford International Ltd.
is a provider of equipment and services
used for the drilling, completion and
production of oil and natural gas wells.
Information filed with the SEC by
Weatherford International Ltd. under the
Exchange Act can be located by referencing
its SEC file number: 001-31339.
HISTORICAL TRADING PRICE
INFORMATION: BJ Services Company, ENSCO International
Incorporated, GlobalSantaFe Corporation,
Transocean Inc. and Weatherford
International Ltd. are traded on the New
York Stock Exchange under the symbols
"BJS", "ESV", "GSF", "RIG" and "WFT"
respectively. The following tables show
the quarterly high, low and final closing
prices as traded on the New York Stock
Exchange for BJ Services Company, ENSCO
International Incorporated, GlobalSantaFe
Corporation, Transocean Inc. and
Weatherford International Ltd., in each
case for the four calendar quarters in
each of 2002, 2003 and 2004, through
November 30, 2004. We obtained the trading
price information shown below from
Bloomberg Financial Services, without
independent verification.
S-7
BJ SERVICES COMPANY
<Table>
<Caption>
HIGH LOW CLOSE
------ ------ ------
2002
Quarter ended March 31................ $35.32 $25.70 $34.47
Quarter ended June 30................. $38.65 $32.67 $33.88
Quarter ended September 30............ $34.58 $23.30 $26.00
Quarter ended December 31............. $34.96 $24.90 $32.31
2003
Quarter ended March 31................ $35.20 $29.55 $34.39
Quarter ended June 30................. $41.95 $34.10 $37.36
Quarter ended September 30............ $38.34 $32.82 $34.17
Quarter ended December 31............. $36.57 $30.90 $35.90
2004
Quarter ended March 31................ $45.73 $35.25 $43.27
Quarter ended June 30................. $47.20 $40.13 $45.84
Quarter ended September 30............ $52.90 $44.57 $52.41
Quarter ending December 31 (through
November 30, 2004).................. $54.00 $44.95 $50.67
Closing price on November 30, 2004.... $50.67
</Table>
ENSCO INTERNATIONAL INCORPORATED
<Table>
<Caption>
HIGH LOW CLOSE
------ ------ ------
2002
Quarter ended March 31................ $30.14 $21.04 $30.14
Quarter ended June 30................. $35.36 $27.02 $27.26
Quarter ended September 30............ $28.61 $21.88 $25.04
Quarter ended December 31............. $31.62 $24.83 $29.45
2003
Quarter ended March 31................ $30.48 $24.66 $25.51
Quarter ended June 30................. $30.90 $24.85 $26.90
Quarter ended September 30............ $28.10 $24.01 $26.82
Quarter ended December 31............. $28.59 $24.77 $27.17
2004
Quarter ended March 31................ $30.53 $26.40 $28.17
Quarter ended June 30................. $29.10 $25.08 $29.10
Quarter ended September 30............ $33.04 $27.00 $32.67
Quarter ending December 31 (through
November 30, 2004).................. $33.75 $29.02 $31.31
Closing price on November 30, 2004.... $31.31
</Table>
S-8
GLOBALSANTAFE CORPORATION
<Table>
<Caption>
HIGH LOW CLOSE
------ ------ ------
2002
Quarter ended March 31................ $33.13 $25.00 $32.70
Quarter ended June 30................. $36.40 $27.35 $27.35
Quarter ended September 30............ $27.15 $19.33 $22.35
Quarter ended December 31............. $26.20 $21.90 $24.32
2003
Quarter ended March 31................ $25.02 $20.10 $20.65
Quarter ended June 30................. $26.35 $20.35 $23.34
Quarter ended September 30............ $25.03 $21.52 $23.95
Quarter ended December 31............. $25.30 $21.03 $24.83
2004
Quarter ended March 31................ $30.58 $23.60 $27.77
Quarter ended June 30................. $28.53 $24.21 $26.50
Quarter ended September 30............ $31.30 $24.72 $30.65
Quarter ending December 31 (through
November 30, 2004).................. $31.70 $27.42 $31.40
Closing price on November 30, 2004.... $31.40
</Table>
TRANSOCEAN INC.
<Table>
<Caption>
HIGH LOW CLOSE
------ ------ ------
2002
Quarter ended March 31................ $34.30 $26.65 $33.23
Quarter ended June 30................. $39.26 $30.35 $31.15
Quarter ended September 30............ $31.22 $19.89 $20.80
Quarter ended December 31............. $25.50 $18.82 $23.20
2003
Quarter ended March 31................ $24.08 $20.00 $20.45
Quarter ended June 30................. $25.50 $18.84 $21.97
Quarter ended September 30............ $22.02 $18.71 $20.00
Quarter ended December 31............. $24.56 $18.65 $24.01
2004
Quarter ended March 31................ $31.50 $23.94 $27.89
Quarter ended June 30................. $29.12 $25.47 $28.94
Quarter ended September 30............ $36.19 $26.21 $35.78
Quarter ending December 31 (through
November 30, 2004).................. $41.12 $34.09 $40.27
Closing price on November 30, 2004.... $40.27
</Table>
S-9
WEATHERFORD INTERNATIONAL LTD.
<Table>
<Caption>
HIGH LOW CLOSE
------ ------ ------
2002
Quarter ended March 31................ $49.59 $32.72 $47.63
Quarter ended June 30................. $53.33 $43.20 $43.20
Quarter ended September 30............ $44.85 $34.12 $37.14
Quarter ended December 31............. $43.62 $35.50 $39.93
2003
Quarter ended March 31................ $41.82 $35.37 $37.77
Quarter ended June 30................. $46.54 $37.35 $41.90
Quarter ended September 30............ $40.98 $35.55 $37.78
Quarter ended December 31............. $38.66 $31.47 $36.00
2004
Quarter ended March 31................ $46.70 $36.09 $42.03
Quarter ended June 30................. $45.77 $39.93 $44.98
Quarter ended September 30............ $51.02 $43.56 $51.02
Quarter ending December 31 through
(November 30, 2004)................. $54.75 $49.85 $53.38
Closing price November 30, 2004....... $53.38
</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-10