UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
WASHINGTON, D.C. 20549 |
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FORM 11-K |
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þ Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
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FOR THE YEAR ENDED DECEMBER 31, 2004 |
OR |
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o Transition Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
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For the transition period from . . . . to . . . . |
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Commission file number 1-7627 |
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FRONTIER REFINING & MARKETING INC. and SUBSIDIARIES COLLECTIVELY BARGAINED EMPLOYEES RETIREMENT SAVINGS PLAN |
(Full title of the plan) |
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FRONTIER OIL CORPORATION |
(Name of issuer of the securities) |
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10000 Memorial Drive, Suite 600 |
Houston, Texas 77024-3411 |
(Address of issuer’s principal executive offices) |
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FRONTIER REFINING & MARKETING INC. and SUBSIDIARIES
COLLECTIVELY BARGAINED EMPLOYEES RETIREMENT SAVINGS PLAN
ANNUAL REPORT ON FORM 11-K
FOR THE YEAR ENDED DECEMBER 31, 2004
INDEX
* Other supplemental schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (“ERISA”) have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants of
The Frontier Refining & Marketing Inc. and Subsidiaries Collectively Bargained Employees Retirement Savings Plan
Denver, Colorado
We have audited the accompanying statements of net assets available for plan benefits of Frontier Refining & Marketing Inc. and Subsidiaries Collectively Bargained Employees Retirement Savings Plan (the “Plan”) as of December 31, 2004 and 2003, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for plan benefits of the Plan at as of December 31, 2004 and 2003, and the changes in net assets available for plan benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets (held at end of year) as of December 31, 2004, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan’s management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2004 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Denver, Colorado
June 23, 2005
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COLLECTIVELY BARGAINED EMPLOYEES RETIREMENT SAVINGS PLAN | |
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STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS | |
As of December 31, 2004 and 2003 | |
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| | 2004 | | 2003 | |
ASSETS | | | | | |
Investments at Fair Value (Note 2): | | | | | | | |
Mutual Funds | | $ | 16,535,021 | | $ | 13,852,951 | |
Frontier Oil Corporation Common Stock | | | 218,751 | | | 183,743 | |
Common/Collective Trust | | | 4,140,410 | | | 4,026,660 | |
Participant Loans | | | 930,815 | | | 767,737 | |
| | | 21,824,997 | | | 18,831,091 | |
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Receivables: | | | | | | | |
Employer Contributions | | | 237,508 | | | 253,667 | |
| | | 237,508 | | | 253,667 | |
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NET ASSETS AVAILABLE FOR PLAN BENEFITS | | $ | 22,062,505 | | $ | 19,084,758 | |
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The accompanying notes are an integral part of these statements |
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COLLECTIVELY BARGAINED EMPLOYEES RETIREMENT SAVINGS PLAN | |
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STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS | |
For the Years Ended December 31, 2004 and 2003 | |
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| | 2004 | | 2003 | |
Contributions: | | | | | | | |
Employer | | $ | 938,340 | | $ | 884,704 | |
Participant | | | 1,047,449 | | | 892,972 | |
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Total Contributions | | | 1,985,789 | | | 1,777,676 | |
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Investment Income: | | | | | | | |
Dividends and Interest Income | | | 581,967 | | | 389,118 | |
Participant Loan Interest | | | 50,756 | | | 63,100 | |
Net Appreciation in Fair Value of Investments (Note 2) | | | 1,308,889 | | | 2,374,029 | |
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Net Investment Income | | | 1,941,612 | | | 2,826,247 | |
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Deductions: | | | | | | | |
Benefits Paid to Participants | | | (944,020 | ) | | (403,775 | ) |
Administrative Expenses | | | (5,634 | ) | | (4,557 | ) |
Transfers to Frontier Retirement Savings Plan | | | - | | | (137,903 | ) |
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Total Deductions | | | (949,654 | ) | | (546,235 | ) |
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Increase in Net Assets | | | 2,977,747 | | | 4,057,688 | |
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Net Assets Available for Plan Benefits: | | | | | | | |
Beginning of Year | | | 19,084,758 | | | 15,027,070 | |
End of Year | | $ | 22,062,505 | | $ | 19,084,758 | |
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The accompanying notes are an integral part of these statements |
COLLECTIVELY BARGAINED EMPLOYEES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
1. SUMMARY OF PLAN AND SIGNIFICANT ACCOUNTING POLICIES
The following summary of the Frontier Refining & Marketing Inc. and Subsidiaries (the “Company”) Collectively Bargained Employees Retirement Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document, available upon request from the Company’s Human Resources Department, for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan covering any person who is employed by the Company, has completed six months of service, is age 21 or older, and who is covered by a collective bargaining agreement at the Company’s Cheyenne, Wyoming refinery between employee representatives and the Company if the agreement provides for participation in a retirement plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Pension Benefit Guaranty Corporation does not guarantee Plan benefits. Any eligible employee will be considered a “Participant” in the Plan.
All of the Plan’s assets are held by a trustee-administered trust fund (the “Trust”). The trustee for the Plan is Fidelity Management Trust Company (the “Trustee”). A committee appointed by the Company’s Board of Directors (the “Board”) administers the Plan.
Basis of Accounting and Use of Estimates
The financial statements of the Plan are prepared on the accrual basis of accounting. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan’s management to use estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from these estimates.
Risks and Uncertainties
The Plan provides for various investment options in mutual fund and common/collective trusts. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Statements of Net Assets Available for Plan Benefits and the Statement of Changes in Net Assets Available for Plan Benefits.
Investment Valuation and Income Recognition
Investments, except for investments in the Fidelity Managed Income Portfolio and Participant Loans, are stated at fair values. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. The Fidelity Managed Income Portfolio is a common/collective trust which invests in guaranteed investment contracts, bank investment contracts and guaranteed synthetic investment contracts. These contracts are carried in the common/collective trust fund’s audited financial statements at estimated fair value as determined by the trust fund’s trustee based on the underlying investments, which approximates fair value. The Plan’s investment in the Trust is valued daily at the Plan’s proportionate interest in the fund as of the financial statement date. The average yield for the years ended December 31, 2004 and 2003 was 4.04% and 4.47%, respectively and the crediting interest rate as of December 31, 2004 and 2003 was 3.80% and 4.23%, respectively. Participant Loans are valued at cost, which approximates fair value. Purchases and sales of investment are recorded on a trade-date basis. Interest income is recorded when earned and dividends are recorded on the ex-dividend date.
Administrative Expenses
Subject to such limitations as may be imposed by ERISA or other applicable laws, all costs and expenses incurred in connection with the general administration of the Plan and the Trust shall be covered by the Company unless paid by the Trust. During the years ended December 31, 2004 and 2003, plan administration expenses in the amounts of $33,200 and $24,402, respectively, were paid directly by the Company. Additionally, during the years ended December 31, 2004 and 2003, investment fees, transaction-based fees and loan fees in the amounts of $5,634 and $4,557, respectively, were paid by the Trust, from specific participant accounts.
Contributions
Each year, the Company’s Board may determine a contribution (“Profit-Sharing Contribution”) to be made on behalf of each Plan Participant who meets the eligibility requirements. Such contribution, if made, shall be equal to such percentage of the Participant’s compensation (as defined in the Plan document) as the Board may determine. As contractually agreed, a percentage contribution of 8% was made by the Company for the years ended December 31, 2004 and 2003, for participants employed by the Company as of December 31, 2004 and 2003, respectively.
A Participant is eligible to receive a quarterly Profit-Sharing Contribution, currently funded at the end of the said quarter, if the Participant is an eligible employee at the end of the said quarter.
Participants may now elect to contribute (“Employee Contributions”) from 1% to 60% of their compensation as a before-tax contribution to the Plan, subject to Internal Revenue Service limits. Participants who are age 50 or older can contribute additional amounts to the Plan each year ($3,000 and $2,000 in 2004 and 2003, respectively) as allowed per the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”).
In addition, the Company may, at the discretion of the Board, make a matching contribution (“Matching Contribution”) on behalf of each Participant. This Matching Contribution, if any, shall be equal to amounts contributed by Participants not to exceed a percentage determined by the Board. During the years ended December 31, 2004 or 2003, as contractually agreed, no Matching Contributions were made for participants employed by the Company as of December 31, 2004 and 2003, respectively.
Total annual additions for the combined Participant and employer contributions under the Plan and all other plans sponsored by the Company are limited to the lesser of 100% of eligible compensation or $40,000.
Participant Accounts
A separate account (“Account”) is maintained for each Participant and is credited for the contributions made by and on behalf of each Participant. Each Participant has an undivided proportionate interest in the Trust that is measured by the proportion that the market value of their Account bears to the total market value of all Accounts as of the date that such interest is being determined. As of each Valuation Date, as defined in the Plan, the net earnings and gains or losses of each Investment Fund are allocated to each Participant’s Account in the same proportion that the market value of their Account in such Investment Fund bears to the total market value of all Participants’ Accounts in such Investment Fund.
Vesting
Participants are immediately fully vested in all amounts contributed to the Plan.
Payment of Benefits
Upon a Participant’s retirement, death, disability, or termination of employment, the Participant’s Account will be available for distribution as soon as reasonably practical following the termination date. In addition, hardship distributions are permitted if certain criteria are met. The Plan provides that participants may receive in-service distributions of any or all of their account as of the date they attain age 59½. Any amounts subsequently credited to their Account shall be available after each such contribution. Benefits are recorded when paid. As of December 31, 2004 and 2003, $2,116,053 and $1,384,253, respectively, of the net assets available for plan benefits were allocated to Participants who had withdrawn from participation in the Plan.
Participant Loans
Subject to certain limitations, each Participant may borrow amounts from their Account as defined in the Plan. The terms of such loans are determined by the guidelines defined in the Plan, and are in conformance with Internal Revenue Service guidelines. The maximum amount available for borrowing is 50% of the Participant’s account balance, not to exceed $50,000. The loans are secured by the balance in the Participants account and bear interest at rates commensurate with the local prevailing rates. Principal and interest is paid ratably through payroll deductions.
Participant Transfers
If a Plan participant’s employee status changes such that they become a participant in the Frontier Retirement Savings Plan, their Account balance is transferred from the Plan into the Frontier Retirement Savings Plan. The Frontier Retirement Savings Plan is a defined contribution plan covering any person who is employed by Frontier Oil Corporation or the Company, has completed six months of service, is age 21 or older, is not a non-resident alien or “leased” employee and who is not an employee at the Company’s Cheyenne, Wyoming refinery covered by a collective bargaining agreement between employee representatives and the Company. During the year ended December 31, 2003 participant transfers totaling $137,903 were made out of the Plan into the Frontier Retirement Savings Plan.
2. INVESTMENTS
The Plan administrator establishes the available investment alternatives administered under the Trust. Each Plan Participant directs the investment of all contributions (both Company and Participant contributions) to the Participant’s Account in increments of 10% in any one or more of the available investment alternatives. As of December 31, 2004, there are twenty-four investment alternatives from which the Participant may choose, including a common/collective trust, mutual funds and Frontier Oil common stock. The Frontier Oil common stock investment alternative is a unitized employer stock fund.
The fair value of individual investments that represent 5% or more of the Plan’s total net assets available for plan benefits as of December 31, 2004 and 2003 are as follows:
| | 2004 | | 2003 | |
| | Shares or Units | | Amount | | Shares or Units | | Amount | |
Fidelity Managed Income Portfolio | | | 4,140,410 | | $ | 4,140,410 | | | 4,026,660 | | $ | 4,026,660 | |
Fidelity Independence Fund | | | 244,745 | | | 4,363,810 | | | 284,568 | | | 4,570,165 | |
Fidelity Puritan Fund | | | 138,124 | | | 2,617,453 | | | 122,864 | | | 2,269,293 | |
Fidelity Low-Priced Stock Fund | | | 43,057 | | | 1,733,036 | | | 28,056 | | | 981,388 | |
Fidelity Aggressive Growth Fund | | | 100,613 | | | 1,670,169 | | | 138,317 | | | 2,065,068 | |
Fidelity Growth & Income Fund | | | 30,834 | | | 1,178,152 | | | 29,741 | | | 1,059,655 | |
During the years ended December 31, 2004 and 2003, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:
| | 2004 | | 2003 | |
Mutual funds | | $ | 1,232,635 | | $ | 2,370,187 | |
Frontier Oil Corporation Common Stock (unitized fund) | | | 76,254 | | | 3,842 | |
Net appreciation of investments | | $ | 1,308,889 | | $ | 2,374,029 | |
The gain or loss on the sale of assets represents the difference between the sales proceeds and the fair value of the investment at the beginning of the year, or the acquisition cost if the asset was acquired during the year. Net appreciation or depreciation in the fair value of investments is computed as the difference between the fair value at the end of the year and the beginning of the year, or the acquisition cost if the asset was acquired during the year.
3. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter dated August 13, 2004, that the Plan is qualified and the Trust established under the Plan is tax-exempt, under the appropriate sections of the Internal Revenue Code.
4. PLAN TERMINATION
Although the Company has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA.
5. EXEMPT PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments are shares of mutual funds and common/collective trusts managed by Fidelity Management Trust Company, the trustee of the Plan and, therefore, these transactions qualify as party-in-interest transactions. Other Plan investments are shares of Frontier Oil Corporation Common Stock, which also qualify as party-in-interest transactions. As of December 31, 2004 and 2003, the Plan held 9,607 and 12,387 units, respectively, of the Frontier Oil Corporation Common Stock Unitized Fund, with a cost basis of $154,388 and $170,123, respectively.
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COLLECTIVELY BARGAINED EMPLOYEES RETIREMENT SAVINGS PLAN |
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FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS (HELD AT |
END OF YEAR) |
As of December 31, 2004 |
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Identity of Issuer | | Description of Investments | | Shares or Units | | Fair Value |
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Fidelity Management Trust | | | | | | |
Company | | Common/Collective Trust: | | | | |
| | *Fidelity Managed Income Portfolio | | 4,140,410 | | $ 4,140,410 |
| | Managed Funds: | | | | |
| | *Fidelity Independence Fund | | 244,745 | | 4,363,810 |
| | *Fidelity Puritan Fund | | 138,124 | | 2,617,453 |
| | *Fidelity Low-Priced Stock Fund | | 43,057 | | 1,733,036 |
| | *Fidelity Aggressive Growth Fund | | 100,613 | | 1,670,169 |
| | *Fidelity Growth & Income Fund | | 30,834 | | 1,178,152 |
| | *Fidelity Value Fund | | 13,983 | | 996,839 |
| | *Fidelity Intermediate Bond Fund | | 89,997 | | 946,773 |
| | *Fidelity Contrafund | | 13,484 | | 765,055 |
| | *Fidelity Diversified International Fund | | 23,663 | | 677,704 |
| | *Fidelity Capital Appreciation Fund | | 12,740 | | 331,618 |
| | *Fidelity Freedom 2020 Fund | | 21,955 | | 306,487 |
| | *Fidelity Spartan US Equity Index Fund | | 5,647 | | 242,050 |
| | *Fidelity Mid-Cap Stock Fund | | 8,875 | | 208,123 |
| | *Fidelity Freedom 2030 Fund | | 11,026 | | 155,253 |
| | *Fidelity Freedom Income Fund | | 13,523 | | 152,407 |
| | *Fidelity Freedom 2010 Fund | | 10,743 | | 146,315 |
| | *Fidelity Freedom 2040 Fund | | 3,312 | | 27,393 |
| | *Fidelity Freedom 2000 Fund | | 1,273 | | 15,378 |
| | *Fidelity Freedom 2005 Fund | | 82 | | 886 |
| | *Fidelity Freedom 2015 Fund | | 4 | | 40 |
| | *Fidelity Freedom 2025 Fund | | 4 | | 40 |
| | *Fidelity Freedom 2035 Fund | | 4 | | 40 |
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Frontier Oil Corporation | | *Frontier Oil Corporation Stock | | | | |
| | Unitized Fund | | 9,607 | | 218,751 |
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Plan Participants | | Participant Loans, maturing between January 26, 2005 | | |
| | and August 10, 2014. 5.00% to 10.50% interest | | 930,815 |
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| | Total Investments | | | | $ 21,824,997 |
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*Represents a party-in-interest (Note 5). | | | | |
EXHIBIT INDEX
Exhibit
Number Description
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Frontier Oil Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| FRONTIER REFINING & MARKETING INC. and SUBSIDIARIES COLLECTIVELY BARGAINED EMPLOYEES RETIREMENT SAVINGS PLAN |
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| By: | /s/ Nancy J. Zupan |
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Nancy J. Zupan Vice President - Controller (principal accounting officer) |
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Date: June 23, 2005