SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM 11-K
_____________
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period ______ to ______.
Commission File Number: 1-10398
(A) Full title of the plan and address of the plan if different
from that of the issuer named below:
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
401(k) PLAN
(B) Name of the issuer of the securities held pursuant to the plan
and the address of its principal executive office:
GIANT INDUSTRIES, INC.
23733 North Scottsdale Road
Scottsdale, Arizona 85255
REQUIRED INFORMATION
Giant Industries, Inc. and Affiliated Companies 401(k) Plan (the "Plan") is
subject to the Employee Retirement Income Security Act of 1974 ("ERISA").
Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the
financial statements and schedules of the Plan for the two fiscal years ended
December 31, 2003 and 2002, which have been prepared in accordance with the
financial reporting requirements of ERISA, are attached hereto as Appendix 1
and incorporated herein by this reference.
EXHIBITS
Exhibit 23.1 - Independent Auditors' Consent.
Exhibit 32.1 - Chief Executive Officer's Certification Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2 - Chief Financial Officer's Certification Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
GIANT INDUSTRIES, INC. AND AFFILIATED
COMPANIES 401(k) PLAN
Date: June 28, 2004 Signature: /s/ KIM H. BULLERDICK
---------------------------------------
Kim H. Bullerdick
Administrative Committee Member
Date: June 28, 2004 Signature: /s/ MARK B. COX
---------------------------------------
Mark B. Cox
Administrative Committee Member
Date: June 28, 2004 Signature: /s/ NATALIE R. DOPP
---------------------------------------
Natalie R. Dopp
Administrative Committee Member
Date: June 28, 2004 Signature: /s/ CHARLES F. YONKER
---------------------------------------
Charles F. Yonker
Administrative Committee Member
Date: June 28, 2004 Signature: /s/ ROGER D. SANDEEN
---------------------------------------
Roger D. Sandeen
Administrative Committee Member
APPENDIX 1
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
401(k) PLAN
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS
ENDED DECEMBER 31, 2003 AND 2002,
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31,
2003 AND REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
GIANT INDUSTRIES, INC. AND
AFFILIATED COMPANIES 401(k) PLAN
TABLE OF CONTENTS
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2003 AND 2002:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-8
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2003 - Form 5500,
Schedule H, Part IV, Line 4i - Schedule of Assets
(Held at End of Year) as of December 31, 2003 9-10
All other schedules required by Section 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 have been omitted because
they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Administrative Committee and Participants
Giant Industries, Inc. and Affiliated Companies 401(k) Plan
Scottsdale, Arizona
We have audited the accompanying statements of net assets available for
benefits of the Giant Industries, Inc. and Affiliated Companies 401(k)
Plan (the "Plan") as of December 31, 2003 and 2002, and the related
statements of changes in net assets available for 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. An audit
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 benefits of the Plan as of December
31, 2003 and 2002, and the changes in net assets available for 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 schedule
listed in the Table of Contents is presented for the purpose of additional
analysis and is not a required part of the basic financial statements, but
is 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. This schedule is the responsibility of the
Plan's management. Such schedule has been subjected to the auditing
procedures applied in our audit of the basic 2003 financial statements
and, in our opinion, is fairly stated in all material respects when
considered in relation to the basic 2003 financial statements taken as a
whole.
/S/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
June 28, 2004
-1-
GIANT INDUSTRIES, INC. AND
AFFILIATED COMPANIES 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
2003 2002
ASSETS
Investments (Notes 1, 2, 3, and 4)
Participant-Directed Investments $36,853,832 $25,246,422
Non Participant-Directed Investments 10,854,732 3,146,255
----------- -----------
Total Investments at Fair Value 47,708,564 28,392,677
----------- -----------
Receivables
Employer Contribution 2,316,014 2,353,838
Participant Contributions 198,199 -
----------- -----------
Total Receivables 2,514,213 2,353,838
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $50,222,777 $30,746,515
=========== ===========
See notes to financial statements.
-2-
GIANT INDUSTRIES, INC. AND
AFFILIATED COMPANIES 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2003 AND 2002
2003 2002
ADDITIONS:
Contributions:
Participants $ 3,430,006 $ 3,276,026
Employer 2,316,014 2,353,838
Rollover 1,101,672 14,762
------------ ------------
Total contributions 6,847,692 5,644,626
------------ ------------
Investment Income (loss)
Net appreciation/(depreciation) in
fair value of investments 16,020,100 (10,073,125)
Interest and dividends 531,382 523,453
------------ ------------
Total Investment Income (loss) 16,551,482 (9,549,672)
------------ ------------
DEDUCTIONS:
Distribution to participants - Benefits
paid to Participants 3,903,661 2,445,282
Service fees 19,251 16,495
------------ ------------
Total deductions 3,922,912 2,461,777
------------ ------------
INCREASE (DECREASE) IN NET ASSETS 19,476,262 (6,366,823)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 30,746,515 37,113,338
------------ ------------
End of year $ 50,222,777 $ 30,746,515
============ ============
See notes to financial statements.
-3-
GIANT INDUSTRIES, INC. AND
AFFILIATED COMPANIES 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003 AND 2002
1. DESCRIPTION OF THE PLAN
The following description of the Giant Industries, Inc. and
Affiliated Companies 401(k) Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the Summary Plan
Description or the Plan Document for more complete information.
GENERAL - The Plan was established on July 1, 1993. Through June 20,
2003, employees of Giant Industries, Inc. and Affiliated Companies (the
"Company"), with the exception of employees eligible to participate in the
Giant Yorktown 401(k) Retirement Savings Plan, were eligible to
participate in the Plan on the January 1 or July 1 following 60 days of
service for full-time employees or one year of service for part-time
employees. One year of service means a minimum of 1,000 hours worked
during a 12 month period. The Plan was amended in June 2003 with an
effective date of July 1, 2003 to allow both full and part-time employees
to be eligible to participate in the Plan immediately upon their date of
hire. Eligible employees are able to make pre-tax contributions to the
Plan, and the Company may contribute to the Plan as well. The Plan is
subject to the Employee Retirement Income Security Act of 1974 ("ERISA").
Effective March 1, 2004, assets in the amount of $5,557,433 were
transferred from the Giant Yorktown 401(k) Plan into the Plan and the
Yorktown 401(k) Plan was merged into the Plan. For further discussion, see
Footnote 8.
CONTRIBUTIONS - Voluntary salary reductions may be elected by the
participant. These pre-tax salary reductions are contributed to the Plan
by the participant and range from 1% to 25% of compensation, subject to
certain Internal Revenue Code ("IRC") limitations. Effective June 24,
2003, the maximum voluntary pre-tax salary reduction allowed under the
Plan increased to 60% of compensation, subject to certain IRC limitations.
Effective January 1, 2002, the Plan was amended to allow "catch-up"
contributions, in which eligible participants 50 years of age or older
will be permitted additional contributions up to $1,000 during 2002,
$2,000 during 2003, $3,000 during 2004, $4,000 during 2005, and $5,000
during 2006 (or up to such other amount established by the IRC). Also,
participants can make after-tax contributions. After-tax salary reductions
are limited to 10 percent of compensation.
In 2003 and 2002, the Company made discretionary matching
contributions of 50% of every pre-tax contribution dollar contributed by
eligible participants up to a maximum of 6% of compensation, which totaled
$1,416,014 and $1,453,838, respectively. The 2003 matching and
discretionary contributions were all funded by the Company as of March 5,
2004. Participants become eligible for the discretionary matching
contribution on the first match date (January 1 or July 1) following one
year of service. In addition to the discretionary matching contribution,
in 2003 and 2002, the Company approved additional discretionary
contributions of $900,000, in the form of Company stock, for participants
who had met certain eligibility requirements. All 2003 and 2002
discretionary and matching contributions are reflected as Employer
Contributions Receivable in the accompanying Statements of Net Assets
Available for Benefits.
Participants must be employed by the Company on the last day of the
Plan year to be eligible for Company discretionary contributions.
-4-
DISTRIBUTIONS - Distributions to participants may occur upon
participant termination from the Company, total disability, retirement,
death or hardship as defined by government regulations. A participant may
elect to either receive a lump-sum amount equal to the value of the
participant's vested interest in his or her account or rollover the
balance to another eligible retirement plan. The Plan had no participant
benefit distributions payable at December 31, 2003 and 2002.
VESTING - As of December 31, 2003, all contributions, including the
matching and discretionary contributions made by the Company, to the Plan
and the earnings thereon were 100% vested and nonforfeitable.
PARTICIPANT ACCOUNTS - Individual accounts are maintained for each
Plan participant. Each participant's account is credited with the
participant's contribution, the Company's matching contribution, and
allocations of Company discretionary contributions and Plan earnings, and
charged with withdrawals and an allocation of Plan losses. Allocations are
based on participant earnings or account balances, as defined. The benefit
to which a participant is entitled is the benefit that can be provided
from the participant's vested account.
PARTICIPANT LOANS - Participants may borrow from their fund accounts
a minimum of $1,000 up to a maximum of $50,000 or 50% of their
participant-directed account balances, whichever is less. The loans are
secured by the balance in the participant's account and bear interest at
rates that are established at 1% above the prime rate. The loan must be
repaid within a period not to exceed five years, unless the loan is used
to acquire any dwelling unit as a principal residence of the participant.
In such circumstances, the loan's repayment term may not exceed 10 years.
PLAN ADMINISTRATION - The Company administers the Plan through a
401(k) Administrative Committee (the "Committee") comprised of five
employees who are appointed by the Company's Board of Directors. In May
2003, the Board of Directors increased the number of employees on the
Committee from four to five. Most expenses pertaining to the
administration of the Plan are paid by the Company, at the Company's
option. Fidelity Management Trust Company acts as the Plan's trustee,
custodian and recordkeeper.
AMENDMENTS - In January of 2003, the Plan was amended to allow for
after-tax contributions in addition to pre-tax contributions. The Company
does not match after-tax contributions.
INVESTMENTS - Participants direct the investment of their
contributions and any employer matching contribution into various
investment options offered by the Plan, with the exception of the
additional discretionary employer contribution, which is in the form of
Company stock. The Plan currently offers numerous mutual funds and the
Company's common stock as investment options for participants.
FORFEITED ACCOUNTS - At December 31, 2003 and 2002, forfeited,
nonvested accounts totaled $14,620 and $145,595 respectively. These
accounts will be used to reduce future employer contributions or plan
expenses.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in
the United States of America. Certain reclassifications were made to the
prior year Plan financial statements to conform to current year
presentation.
-5-
INVESTMENT VALUATION AND INCOME RECOGNITION - Plan investments are
stated at fair value, which is measured by quoted market prices. Purchases
and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
BENEFITS - Benefits are recorded when paid.
USE OF ESTIMATES - The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America requires Plan management to make estimates and
assumptions that affect the reported amounts of net assets available for
benefits and changes therein. Actual results could differ from those
estimates.
RISKS AND UNCERTAINTIES - The Plan utilizes various investment
instruments. Investment securities, in general, are exposed to various
risks, such as interest rate risk, credit risk, and overall market
volatility. 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 financial statements.
3. INVESTMENTS
The Plan's investments that represented 5% or more of the Plan's net
assets available for benefits as of December 31, 2003 and 2002, are as
follows::
2003 2002
Giant Industries, Inc. Stock Fund $ 13,834,547 $ 3,606,825
Fidelity Contrafund 9,461,477 7,382,228
Fidelity Asset Manager Growth Fund 4,035,025 2,916,372
Fidelity Retirement Government Money Market Fund 3,219,239 2,187,938
Fidelity Asset Manager Portfolio Fund 3,100,694 2,437,759
Fidelity Aggressive Growth Fund 2,765,991 1,763,739
Fidelity Government Income Fund N/A 2,659,814
-6-
During the Plan years ended December 31, 2003 and 2002, the Plan's
investments (including gains and losses on investments bought and sold, as
well as held during the year) appreciated/(depreciated) in value by
$16,020,100 and $(10,073,125), respectively, as follows:
2003 2002
Giant Industries, Inc. common stock $11,065,888 $ (6,602,610)
Mutual funds 4,954,212 (3,470,515)
----------- ------------
Net appreciation (depreciation) in fair value of investments $16,020,100 $(10,073,125)
=========== ============
4. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of
the changes in net assets relating to investments that are not directed by
the participants is as follows as of, and for the years ended December 31:
2003 2002
Net Assets:
Giant Industries, Inc. Stock Fund $10,854,732 $ 3,146,255
=========== ===========
Change in net assets:
Net appreciation (depreciation) in fair value $ 8,644,246 $(6,011,523)
Employer contributions 900,000 900,000
Contributions from forfeitures 110,000 -
Distributions to participants (851,142) (510,070)
Transfers to participant-directed investments (1,081,582) (287,836)
Fees (13,045) (6,488)
----------- -----------
Net increase (decrease) 7,708,477 (5,915,917)
----------- -----------
Giant Industries, Inc. Stock Fund - beginning of year 3,146,255 9,062,172
----------- -----------
Giant Industries, Inc. Stock Fund - end of year $10,854,732 $ 3,146,255
=========== ===========
5. FEDERAL INCOME TAX STATUS
The Plan obtained its latest determination letter dated September 24,
2003 in which the Internal Revenue Service ("IRS") stated that the Plan,
as then designed, was in compliance with the applicable requirements of
the IRC. The Plan administrator and the Plan's tax counsel believe that
the Plan is currently designed and being operated in compliance with the
applicable requirements of the IRC, and accordingly, no provision for
income taxes has been included in the Plan's financial statements.
6. RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by
Fidelity Investments. Fidelity Investments is an affiliate of the Plan's
trustee as defined by the Plan and, therefore, these transactions qualify
as party-in-interest transactions. Fees paid by the Plan for the
investment management services amounted to $19,251 and $16,495 for the
years ended December 31, 2003 and 2002, respectively.
At December 31, 2003 and 2002, the Plan held 1,099,277 and 1,159,384
shares, respectively, of common stock of the Company, the sponsoring
employer.
-7-
7. PLAN TERMINATION
Although it has not expressed any intention 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. In the
event that the Plan is terminated, participants would become 100% vested
in their accounts.
8. SUBSEQUENT EVENTS
Effective January 1, 2004, the Plan was amended to allow employees to
be eligible for matching company contributions on the date of hire. These
matching contributions will be made on each pay period. In addition, the
amendment added a three year vesting schedule for all employees hired on
or after January 1, 2004.
Effective March 1, 2004, assets in the amount of $5,557,433 were
transferred from the Giant Yorktown 401(k) Plan into the Plan and the
Yorktown 401(k) Plan was merged into the Plan. Participants in the Plan
that would have been participants in the former Yorktown 401(k) Plan will
continue to have the same (or similar) benefits under the merged Plan that
they had under the former Yorktown 401(k) Plan. In some cases, these
benefits are different than the corresponding plan benefits prior to the
merger.
******
-8-
GIANT INDUSTRIES, INC. AND
AFFILIATED COMPANIES 401(k) PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2003
Identity of Issuer, Description of Investment Including
Borrower, Lessor or Maturity Date, Rate of Interest, Current
Similar Party Collateral, Par or Maturity Value Cost Value
- ---------------------------------------- ------------------------------------------- ---------- -----------
*Fidelity Retirement Government Money
Market Fund Money Market Fund $ ** $ 3,219,239
*Fidelity Retirement Money Market Fund Money Market Fund ** 36,370
Lord Abbett Middle Capital Value A Mutual Fund ** 74,180
Baron Growth Mutual Fund ** 41,764
Janus Advisor Capital Appreciation I Fund Mutual Fund ** 25,323
*Fidelity Government Income Fund Mutual Fund ** 2,267,466
*Fidelity Asset Manager Portfolio Fund Mutual Fund ** 3,100,694
*Fidelity Asset Manager Growth Fund Mutual Fund ** 4,035,025
*Fidelity Contrafund Mutual Fund ** 9,461,477
*Fidelity Growth Company Fund Mutual Fund ** 19,257
*Fidelity Aggressive Growth Fund Mutual Fund ** 2,765,991
*Fidelity Diversified International Fund Mutual Fund ** 1,172,527
*Fidelity Freedom Income Mutual Fund ** 44,884
*Fidelity Freedom 2000 Mutual Fund ** 112,765
*Fidelity Freedom 2010 Mutual Fund ** 589,605
*Fidelity Freedom 2020 Mutual Fund ** 549,570
*Fidelity Freedom 2030 Mutual Fund ** 304,347
*Fidelity Freedom 2040 Mutual Fund ** 193,973
*Fidelity Spartan U.S. Equity Index Fund Mutual Fund ** 2,017,061
*Fidelity Puritan Mutual Fund ** 119,437
*Fidelity Trend Fund Mutual Fund ** 1,360
*Fidelity Ginnie Mae Fund Mutual Fund ** 27,735
*Fidelity Equity Income Fund Mutual Fund ** 3,647
*Fidelity Investment Grade Bond Fund Mutual Fund ** 1,255
*Fidelity Intermediate Bond Fund Mutual Fund ** 24,970
*Fidelity Capital & Income Mutual Fund ** 12,660
*Fidelity Value Fund Mutual Fund ** 4,043
*Fidelity Mortgage Security Fund Mutual Fund ** 5,022
*Fidelity OTC Portfolio Mutual Fund ** 5,163
*Fidelity Overseas Fund Mutual Fund ** 4,208
*Fidelity Pac Basin Mutual Fund ** 223
*Fidelity Real Estate Fund Mutual Fund ** 113,032
*Fidelity Balanced Fund Mutual Fund ** 862
*Fidelity Cap Appreciation Fund Mutual Fund ** 3,173
*Fidelity Conv Security Fund Mutual Fund ** 220
*Fidelity Canada Fund Mutual Fund ** 26,158
*Fidelity Utilities Fund Mutual Fund ** 1,687
*Fidelity Blue Chip Fund Mutual Fund ** 11,203
*Fidelity Disciplined Equity Fund Mutual Fund ** 1,575
*Fidelity Low Priced Stock Fund Mutual Fund ** 731,050
*Fidelity Worldwide Mutual Fund ** 1,811
*Fidelity Equity Income II Fund Mutual Fund ** 123,002
*Fidelity Asset Manager Income Fund Mutual Fund ** 73,317
*Fidelity Dividend Growth Fund Mutual Fund ** 159,421
*Fidelity Emerging Markets Fund Mutual Fund ** 22,259
*Fidelity New Market Income Fund Mutual Fund ** 40,700
*Fidelity Export and Multinational Fund Mutual Fund ** 225
(Continued)
-9-
GIANT INDUSTRIES, INC. AND
AFFILIATED COMPANIES 401(k) PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2003
Identity of Issuer, Description of Investment Including
Borrower, Lessor or Maturity Date, Rate of Interest, Current
Similar Party Collateral, Par or Maturity Value Cost Value
- ---------------------------------------- ------------------------------------------- ---------- -----------
*Fidelity Global Balance Fund Mutual Fund ** $ 6
*Fidelity Small Capital Stock Fund Mutual Fund ** 2,144
*Fidelity Japan Fund Mutual Fund ** 21,999
*Spartan Total Market Index Fund Mutual Fund ** 716
*Fidelity Short Term Bond Fund Mutual Fund ** 20,311
*Fidelity Managed Income Portfolio Mutual Fund ** 144,294
*Fidelity Institutional Short Interim
Government Fund Mutual Fund ** 283
*Fidelity Aggressive International Fund Mutual Fund ** 318
*Fidelity Small Cap Independence Mutual Fund ** 6,835
*Fidelity Mid Cap Stock Fund Mutual Fund ** 224,005
*Fidelity Large Cap Stock Fund Mutual Fund ** 2,353
*Fidelity Asset Manager Aggressive Mutual Fund ** 7,997
*Fidelity Southeast Asia Mutual Fund ** 384
*Fidelity Structured Mid Cap Growth Fund Mutual Fund ** 20,002
*Fidelity Inflation Protected Bond Mutual Fund ** 43,810
*Fidelity Ultrashort Bond Fund Mutual Fund ** 290
*Fidelity International Small Cap Fund Mutual Fund ** 56,449
*Fidelity Total Bond Fund Mutual Fund ** 286
*Fidelity Small Cap Retirement Mutual Fund ** 3,361
*Fidelity Fifty Fund Mutual Fund ** 59,736
*Fidelity US Bond Index Fund Mutual Fund ** 13,014
*Fidelity Structured Large Cap Value Fund Mutual Fund ** 1,378
*Fidelity Structured Mid Cap Value Fund Mutual Fund ** 1,431
*Participant-directed - Giant
Industries, Inc. Stock Fund Stock Fund ** 2,979,815
*Non participant-directed - Giant
Industries, Inc. Stock Fund Stock Fund 5,773,831 10,854,732
Participant notes receivable Participant loan, interest at
prime plus 1.00% (5.0% to 11.0% at
December 31, 2003, maturing from
2004 to 2013) ** 1,691,679
-----------
$47,708,564
===========
*Permitted party-in-interest
**Cost information is not required for participant-directed investments and therefore is not included.
(Concluded)
-10-