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, 2004
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, 2004 and 2003, 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.
EXHIBIT
Exhibit 23.1 - Independent Auditors' Consent.
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 29, 2005 Signature: /s/ KIM H. BULLERDICK
---------------------------------------
Kim H. Bullerdick
Administrative Committee Member
Date: June 29, 2005 Signature: /s/ RHONDA S. BELLONE
---------------------------------------
Rhonda S. Bellone
Administrative Committee Member
Date: June 29, 2005 Signature: /s/ NATALIE R. DOPP
---------------------------------------
Natalie R. Dopp
Administrative Committee Member
Date: June 29, 2005 Signature: /s/ CHARLES F. YONKER
---------------------------------------
Charles F. Yonker
Administrative Committee Member
Date: June 29, 2005 Signature: /s/ GREGORY A. BARBER
---------------------------------------
Gregory A. Barber
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, 2004 AND 2003,
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31,
2004 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, 2004 AND 2003:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-9
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2004 - Form 5500,
Schedule H, Part IV, Line 4i - Schedule of Assets
(Held at End of Year) as of December 31, 2004 10-12
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 Giant Industries, Inc. and Affiliated Companies 401(k) Plan
(the "Plan") as of December 31, 2004 and 2003, 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. 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 benefits of the Plan as of December
31, 2004 and 2003, 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 of
assets (held at end of year) as of December 31, 2004, 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
2004 financial statements and, in our opinion, is fairly stated in all
material respects when considered in relation to the basic financial
statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
June 28, 2005
-1-
GIANT INDUSTRIES, INC. AND
AFFILIATED COMPANIES 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2004 AND 2003
2004 2003
----------- -----------
ASSETS
Investments (Notes 1, 2, 3, and 4)
Interest-bearing cash $ 1,220,700 $ 664,729
Participant-Directed Investments 54,048,398 36,189,103
Non Participant-Directed Investments 20,607,504 10,854,732
----------- -----------
Total Investments 75,876,602 47,708,564
----------- -----------
Receivables
Employer Contribution 1,087,671 2,316,014
Participant Contributions 381,868 198,199
----------- -----------
Total Receivables 1,469,539 2,514,213
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $77,346,141 $50,222,777
=========== ===========
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, 2004 AND 2003
2004 2003
------------ ------------
ADDITIONS:
Contributions:
Participants $ 5,207,912 $ 3,430,006
Employer 3,499,089 2,316,014
Rollover 412,700 1,101,672
------------ ------------
Total contributions 9,119,701 6,847,692
------------ ------------
Investment Income
Net appreciation/(depreciation) in
fair value of investments 18,613,093 16,020,100
Interest and dividends 852,239 531,382
------------ ------------
Total Investment Income 19,465,332 16,551,482
------------ ------------
DEDUCTIONS:
Distribution to participants - Benefits
paid to Participants 6,995,976 3,903,661
Investment management service fees 31,802 19,251
------------ ------------
Total deductions 7,027,778 3,922,912
------------ ------------
TRANSFERS IN:
Transferred in from Yorktown 401(k) Plan 5,566,109 -
INCREASE IN NET ASSETS 27,123,364 19,476,262
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 50,222,777 30,746,515
------------ ------------
End of year $ 77,346,141 $ 50,222,777
============ ============
See notes to financial statements.
-3-
GIANT INDUSTRIES, INC. AND
AFFILIATED COMPANIES 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003
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. All employees of
Giant Industries, Inc. and Affiliated Companies (the "Company") are
eligible to participate in the Plan (as amended). The Plan is subject to
the Employee Retirement Income Security Act of 1974 ("ERISA").
Effective March 1, 2004 the Giant Yorktown 401(k) Retirement Savings
Plan (the "Yorktown Plan") was merged into the Plan. Assets in the amount
of $5,566,109 were transferred from the Yorktown Plan into the Plan.
Eligibility for Yorktown employees to participate in the Plan is
immediately upon their date of hire, which is the same eligibility
requirement for non-Yorktown employees. Participants in the Plan that
had been participants in the former Yorktown Plan continued with similar
benefits under the merged Plan that they had under the Yorktown Plan.
Effective January 1, 2004, the Plan was amended to harmonize certain
provisions of the Plan that were applicable to non-Yorktown employees with
provisions applicable to Yorktown employees. The amendment permitted non-
Yorktown participants to become eligible for matching company
contributions on their date of hire. The amendment also changed the
matching contribution for non-Yorktown participants from being made at the
end of each Plan year to being made each pay period. In addition, the
amendment added a three-year vesting schedule on matching contributions
for non-Yorktown employees hired on or after January 1, 2004. Other minor
changes to the Plan were included in the amendment for administrative
purposes.
CONTRIBUTIONS - Participants may elect voluntary salary reductions.
Pre-tax salary reductions contributed to the Plan by the participant can
range from 1% to 60% of compensation, subject to certain Internal Revenue
Code ("IRC") limitations. Also, participants can make after-tax
contributions. After-tax salary reductions are limited to no more than 10%
of compensation.
-4-
In 2004 and 2003, the Company made discretionary matching
contributions of 50% on pre-tax contributions by non-Yorktown employees up
to a maximum of 6% of compensation and of 100% on pre-tax contributions
for Yorktown employees up to a maximum of 7% of compensation, which
totaled $2,527,581 and $1,416,014, respectively.
In addition to the discretionary matching contribution, the Company
approved discretionary non-matching contributions for 2004 and 2003 in the
amounts of $971,508 and $900,000, respectively. These discretionary non-
matching contributions were made in Company stock and allocated to non-
Yorktown participants who had more than one year of service and met other
eligibility requirements. The 2004 contribution receivable reflects
$971,508 of discretionary non-matching contributions and $116,163 of
unfunded discretionary matching contributions. Non-Yorktown participants
must be employed by the Company on the last day of the Plan year to be
eligible for Company discretionary non-matching contributions. Yorktown
employees are not eligible for discretionary non-matching contributions.
In April 2005, the Company contributed 34,196 shares of its common
stock to fund the $971,508 discretionary non-matching contribution
receivable.
DISTRIBUTIONS - Distributions to participants may occur upon
termination from the Company, total disability, retirement, death, or
hardship as defined by government regulations. A participant may
elect to receive a lump-sum amount equal to the value of the participant's
vested interest in his or her account or rollover their account balance to
another eligible retirement plan or IRA. The Plan had no participant
benefit distributions payable at December 31, 2004 and 2003.
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, if
eligible, allocations of Company discretionary non-matching contributions
and account earnings, and charged with withdrawals and account losses. The
benefit to which a participant is entitled is the vested portion of a
participant's 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 the participant-
directed portion of their 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.
-5-
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. At the Company's option, the Company pays
most expenses pertaining to the administration of the Plan. Fidelity
Management Trust Company acts as the Plan's trustee, custodian, and
recordkeeper.
AMENDMENTS - In January of 2003, prior to merger with the Yorktown
Plan, the Plan was amended to allow for after-tax contributions in
addition to pre-tax contributions. The Yorktown Plan already provided for
after-tax contributions. The Company does not match after-tax
contributions for non-Yorktown employees, but the Company does match on
after-tax contributions for Yorktown employees.
As previously discussed under the heading "Description of the Plan,"
the Plan was amended effective January 1, 2004 to harmonize certain
provisions of the Plan that are applicable to non-Yorktown employees with
provisions applicable to Yorktown employees. The Plan also was amended,
effective January 1, 2004, to change the period used for non-
discrimination testing from prior year to current year.
INVESTMENTS - Participants direct the investment of the assets in
their 401(k) account into various investment options offered by the Plan,
with the exception of the employer-contributed shares of Company stock.
The employer contributed shares of Giant Industries, Inc. stock are those
shares that were transferred from the former ESOP on January 1, 2001 plus
any shares that have been contributed as a discretionary non-matching
contribution. The participant is permitted to direct the employer
contributed shares when a participant reaches at least age 55 with 10 or
more years of service or at least age 59 1/2.
FORFEITED ACCOUNTS - At December 31, 2004 and 2003, forfeited,
nonvested accounts totaled $42,056 and $14,620, respectively. These non-
vested amounts 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.
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.
-6-
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, 2004 and 2003 are as
follows:
2004 2003
Giant Industries, Inc. Stock Fund $25,560,720 $13,834,547
Fidelity Contrafund 11,430,941 9,461,477
Fidelity Retirement Government Money Market Fund 5,051,070 3,219,239
Fidelity Asset Manager Growth Fund 4,499,133 4,035,025
Fidelity Asset Manager Portfolio Fund - 3,100,694
Fidelity Aggressive Growth Fund - 2,765,991
During the Plan 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/(depreciated) in value by
$18,613,093 and $16,020,100, respectively, as follows:
2004 2003
Giant Industries, Inc. common stock $15,338,753 $11,065,888
Mutual funds 3,274,340 4,954,212
----------- -----------
Net appreciation (depreciation) in fair value of investments $18,613,093 $16,020,100
=========== ===========
-7-
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:
2004 2003
Net Assets:
Giant Industries, Inc. Stock Fund $20,607,504 $10,854,732
=========== ===========
Change in net assets:
Net appreciation (depreciation) in fair value $10,892,857 $ 8,644,246
Employer contributions 900,000 900,000
Contributions from forfeitures - 110,000
Distributions to participants (1,602,833) (851,142)
Transfers to participant-directed investments (419,728) (1,081,582)
Fees (17,524) (13,045)
----------- -----------
Net increase (decrease) 9,752,772 7,708,477
----------- -----------
Giant Industries, Inc. Stock Fund - beginning of year 10,854,732 3,146,255
----------- -----------
Giant Industries, Inc. Stock Fund - end of year $20,607,504 $10,854,732
=========== ===========
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 has been amended several times since issuance of the
determination letter. 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. EXEMPT PARTY-IN-INTEREST 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 $31,802 and $19,251 for the
years ended December 31, 2004 and 2003, respectively.
-8-
At December 31, 2004 and 2003, the Plan held 918,069 and 1,099,277
shares, respectively, of common stock of the Company, the sponsoring
employer. The cost basis of these shares at December 31, 2004 and 2003
were $5,692,139 and $5,773,871, respectively.
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.
*******
-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, 2004
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 $ ** $ 5,051,070
*Fidelity Retirement Money Market Fund Money Market Fund ** 150,388
Lord Abbett Middle Capital Value A Mutual Fund ** 222,234
Baron Growth Mutual Fund ** 324,873
*Fidelity Fund Mutual Fund ** 19,590
*Fidelity Fund ABF Small Capital Value Mutual Fund ** 72,245
*Fidelity Government Income Fund Mutual Fund ** 2,568,170
*Fidelity Independence Fund Mutual Fund ** 369
*Fidelity Asset Manager Portfolio Fund Mutual Fund ** 3,166,105
*Fidelity Asset Manager Growth Fund Mutual Fund ** 4,499,133
*Fidelity Contrafund Mutual Fund ** 11,430,941
*Fidelity Growth Company Fund Mutual Fund ** 21,094
*Fidelity Aggressive Growth Fund Mutual Fund ** 3,434,738
*Fidelity Diversified International Fund Mutual Fund ** 1,907,082
*Fidelity Freedom Income Mutual Fund ** 84,202
*Fidelity Freedom 2000 Mutual Fund ** 53,371
*Fidelity Freedom 2010 Mutual Fund ** 1,661,948
*Fidelity Freedom 2020 Mutual Fund ** 1,203,348
*Fidelity Freedom 2030 Mutual Fund ** 912,423
*Fidelity Freedom 2040 Mutual Fund ** 347,424
*Fidelity Spartan U.S. Equity Index Fund Mutual Fund ** 2,342,314
*Fidelity Puritan Mutual Fund ** 50,676
*Fidelity Trend Fund Mutual Fund ** 2,632
*Fidelity Ginnie Mae Fund Mutual Fund ** 40,588
*Fidelity Equity Income Fund Mutual Fund ** 56,885
*Fidelity Investment Grade Bond Fund Mutual Fund ** 8,775
*Fidelity Growth & Income Fund Mutual Fund ** 642
*Fidelity Europe Fund Mutual Fund ** 55,734
*Fidelity Intermediate Bond Fund Mutual Fund ** 52,347
*Fidelity Capital & Income Mutual Fund ** 31,555
*Fidelity Value Fund Mutual Fund ** 76,692
*Fidelity Mortgage Security Fund Mutual Fund ** 11,218
*Fidelity OTC Portfolio Mutual Fund ** 8,400
*Fidelity Overseas Fund Mutual Fund ** 60,802
*Fidelity International Discovery Fund Mutual Fund ** 21,999
(Continued)
-10-
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, 2004
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 Pac Basin Mutual Fund ** $ 6,938
*Fidelity Real Estate Fund Mutual Fund ** 536,240
*Fidelity Balanced Fund Mutual Fund ** 161,190
*Fidelity Value Strategic Fund Mutual Fund ** 25,007
*Fidelity Cap Appreciation Fund Mutual Fund ** 259,036
*Fidelity Conv Security Fund Mutual Fund ** 7,622
*Fidelity Canada Fund Mutual Fund ** 115,669
*Fidelity Utilities Fund Mutual Fund ** 28,609
*Fidelity Blue Chip Fund Mutual Fund ** 76,286
*Fidelity Disciplined Equity Fund Mutual Fund ** 7,747
*Fidelity Low Priced Stock Fund Mutual Fund ** 2,412,476
*Fidelity Worldwide Fund Mutual Fund ** 29,421
*Fidelity Equity Income II Fund Mutual Fund ** 600,520
*Fidelity Leveraged Company Stock Fund Mutual Fund ** 180,496
*Fidelity Stock Selector Fund Mutual Fund ** 867
*Fidelity Asset Manager Income Fund Mutual Fund ** 80,468
*Fidelity Dividend Growth Fund Mutual Fund ** 711,227
*Fidelity Emerging Markets Fund Mutual Fund ** 51,862
*Fidelity New Market Income Fund Mutual Fund ** 80,272
*Fidelity Export and Multinational Fund Mutual Fund ** 88,735
*Fidelity Global Balance Fund Mutual Fund ** 5,105
*Fidelity Japan Fund Mutual Fund ** 44,809
*Spartan Total Market Index Fund Mutual Fund ** 4,000
*Fidelity Short Term Bond Fund Mutual Fund ** 22,125
*Fidelity Managed Income Portfolio Mutual Fund ** 231,736
*Fidelity Institutional Short Interim
Government Fund Mutual Fund ** 2,285
*Fidelity Aggressive International Fund Mutual Fund ** 23,928
*Fidelity Small Cap Independence Mutual Fund ** 11,838
*Fidelity Mid Cap Stock Fund Mutual Fund ** 749,500
*Fidelity Large Cap Stock Fund Mutual Fund ** 2,503
*Fidelity Asset Manager Aggressive Mutual Fund ** 9,435
*Fidelity Southeast Asia Mutual Fund ** 48,360
*Fidelity Structured Mid Cap Growth Fund Mutual Fund ** 35,959
*Fidelity Inflation Protected Bond Mutual Fund ** 28,948
*Fidelity Ultrashort Bond Fund Mutual Fund ** 1,920
*Fidelity International Small Cap Fund Mutual Fund ** 227,604
*Fidelity Total Bond Fund Mutual Fund ** 29,006
(Continued)
-11-
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, 2004
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 Small Cap Retirement Mutual Fund ** $ 23,913
*Fidelity Fifty Fund Mutual Fund ** 1,707
*Fidelity US Bond Index Fund Mutual Fund ** 7,494
*Fidelity Structured Large Cap Value Fund Mutual Fund ** 13,252
*Fidelity Structured Mid Cap Value Fund Mutual Fund ** 3,200
*Fidelity Focused Stock Fund Mutual Fund ** 5,522
*Fidelity Small Cap Stock Fund Mutual Fund ** 40,401
*Fidelity Europe Capital
Appreciation Fund Mutual Fund ** 2,326
*Fidelity Latin America Fund Mutual Fund ** 28,417
*Fidelity Strategic Income Fund Mutual Fund ** 278,453
*Fidelity Real Estate Income Fund Mutual Fund ** 1,823
*Fidelity Blue Chip Value Fund Mutual Fund ** 2,518
*Fidelity NASDAQ Composite Index Mutual Fund ** 7,194
*Fidelity Freedom 2005 Mutual Fund ** 92,404
*Fidelity Freedom 2015 Mutual Fund ** 15,217
*Fidelity Freedom 2035 Mutual Fund ** 234
*Participant-directed - Giant
Industries, Inc. Stock Fund Stock Fund ** 4,953,216
*Non participant-directed - Giant
Industries, Inc. Stock Fund Stock Fund $5,692,139 20,607,504
Participant notes receivable Participant loans, interest at
prime plus 1.00% (5.0% to 11.0% at
December 31, 2004, maturing from
2005 to 2014) ** 2,900,051
-----------
$75,876,602
===========
*Permitted party-in-interest
**Cost information is not required for participant-directed investments and therefore is not included.
(Concluded)
-12-