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Overview

Plan Information

  • Plan Year01/01/2012 — 12/31/2012
  • Date of Plan11/01/1953
  • Net Assets as of 12/31/2012 $1,168,168,378
  • Plan Number3
  • Plan Type Single Employer
  • Is the plan collectively bargained?Yes
  • Did the plan file for an extension of time or the DFVC Program?Yes
  • Plan Funding Arrangement Trust
  • Plan Benefit Arrangement Trust

Participant Information as of 12/31/2012

  • Active (Eligible) Participants2,515
  • Retired or separated participants receiving benefits510
  • Other retired or separated participants entitled to future benefits1,047
  • Subtotal4,072
  • Deceased participants whose beneficiaries are receiving or are entitled to receive benefits57
  • Total4,129
  • Total number of participants as of 01/01/20124,460
  • Number of participants with account balances3,885
  • Number of participants that terminated employment during the plan year with accrued benefits that were less than 100% vested20

Expenses

  • Total Benefit Payments$0
  • Corrective Distributions$0
  • Administrative Service Providers$0
  • Other Expenses$0
  • Total Expenses$0
  • Total Transfers$0

Sponsor Information

  • Address5555 San Felipe Road
  • CityHouston
  • StateTX
  • Zip77056-2723
  • Telephone(713) 629-6600
  • EIN25-1410539
  • Industry Code211110
  • Named AdministratorLori Glawe

Plan Administrator Information

  • Administrator NameR. L. Sovine Jr.
  • Address5555 San Felipe Road
  • CityHouston
  • StateTX
  • Zip77056-2723
  • Telephone(713) 629-6600
  • Administrator EIN27-3212390

Audit Information

  • Audit StatusAudited
  • AuditorMcconnell & Jones LLP
  • Auditor EIN76-0488832
  • Audit OpinionUnqualified
  • Audit Type Full Audit

Benefits Provided Under the Plan

Code Benefit Description
2E Profit-sharing A defined contribution plan that allows employer discretionary contributions. These plans often contain a 401(k) feature.
2F ERISA section 404(c) Plan This plan, or any part of it is intended to meet the conditions of 29 CFR 2550.404c-1.
2G Total participant-directed account plan Participants have the opportunity to direct the investment of all the assets allocated to their individual accounts, regardless of whether 29 CFR 2550.404c-1 is intended to be met.
2J Code section 401(k) feature A cash or deferred arrangement described in Code section 401(k) that is part of a qualified defined contribution plan that provides for an election by employees to defer part of their compensation or receive these amounts in cash.
2K Code section 401(m) arrangement Employee contributions are allocated to separate accounts under the plan or employer contributions are based, in whole or in part, on employee deferrals or contributions to the plan. Not applicable if plan is 401(k) plan with only QNECs and/or QMACs. Also not applicable if Code section 403(b)(1), 403(b)(7) or 408 arrangements/accounts/annuities.
3F Leased Employees Plan sponsor(s) received services of leased employees, as defined in Code section 414(n), during the plan year.
3H Controlled Group Plan sponsor(s) is (are) a member(s) of a controlled group (Code sections 414(b), (c), or (m)).

Questions and Answers

Question Answer Amount
During the plan year did the employer fail to transmit to the plan any participant contributions within the time period described in 29 CFT 2510.3-102? No
Were any loans by the plan or fixed income obligations due the plan in default as of the close of plan year or classified during the year as uncollectible? Disregard participant loans secured by participant's account balance. No
Were any leases to which the plan was a party in default or classified during the year as uncollectible? No
Were there any nonexempt transactions with any party-in-interest? No
Was this plan covered by a fidelity bond? Yes $5,000,000
Did the plan have a loss, whether or not reimbursed by the plan's fidelity bond, that was caused by fraud or dishonesty? No
Did the plan hold any assets whose current value was neither readily determinable on an established market nor set by an independent third party appraiser? No
Did the plan receive any noncash contributions whose value was neither readily determinable on an established market nor set by an independent third party appraiser? No
Did the plan have assets held for investment? Yes
Were any plan transactions or series of transactions in excess of 5% of the current value of plan assets? No
Were all the plan assets either distributed to participants or beneficiaries, transferred to another plan, or brought under the control of the PBGC? No
Has the plan failed to provide any benefit when due under the plan? No
If this is an individual account plan, was there a blackout period? No
If there was a blackout period, have you either provided the required notice or one of the exceptions to providing the notice applied under 29 CFR 2520.101-3? No

Financials

Income and Expense Statement

Income $190,001,480
Contributions $74,027,500
Cash Contributions $74,027,500
Cash from Employers $21,628,419
Cash from Participants $36,258,252
Others (including rollovers) $16,140,829
Noncash Contributions $0
Total Earnings on Investments $115,973,980
Total Interest $9,523,582
Interest-Bearing Cash $9,219,248
U.S. Government Securities $0
Corporate Debt Instruments $0
Loans (other than to participants) $0
Participant Loans $304,334
Interest from Other Investments $0
Total Dividends $16,582,589
Preferred Stock $0
Common Stock $2,072,002
Rents $0
Net gain (loss) on sale of assets $0
Aggregate Proceeds $0
Aggregate Carrying Amount $0
Total Unrealized Appreciation (depreciation) of assets $33,192,425
Real Estate $0
Other $33,192,425
Net investment gain (loss) from common/collective trusts $4,624,728
Net investment gain (loss) from pooled separate accounts $0
Net investment gain (loss) from master trust investment accounts $0
Net investment gain (loss) from 103-12 investment entities $0
Net investment gain (loss) from registered investment companies $52,050,656
Other Income $0
Expenses $147,627,880
Total Benefit Payments $147,206,374
Directly to participants or beneficiaries, including direct rollovers $147,206,374
To insurance carriers for the provision of benefits $0
Other Benefit Payment Fees $0
Corrective Distributions $0
Certain deemed distributions of participant loans $0
Interest expense $0
Total Administrative Expenses $421,506
Professional Fees $51,125
Contract Administrator Fees $0
Investment Advisory and management fees $370,381
Other Administrative Fees $0
Net Income $42,373,600
Transfers of Assets to this Plan $0
Transfers of Assets from this Plan $0

Asset and Liability Statement

12/31/2012 12/31/2011 Change YOY
Total Assets $1,168,168,378 $1,125,794,778 3.76%
Total noninterest-bearing cash $0 $0 0.0%
Receivables $953,490 $1,853,835 -48.57%
Employer Contributions $0 $0 0.0%
Participant Contributions $0 $0 0.0%
Other Contributions $953,490 $1,853,835 -48.57%
General Investments $28,897,583 $47,628,485 -39.33%
Interest-bearing cash $28,897,583 $47,628,485 -39.33%
U.S. Government Securities $0 $0 0.0%
Corporate Debt Instruments $0 $0 0.0%
Preferred $0 $0 0.0%
All Other $0 $0 0.0%
Corporate Stocks $0 $0 0.0%
Preferred $0 $0 0.0%
Common $0 $0 0.0%
Partnership/joint venture interests $0 $0 0.0%
Real estate (other than employer real property) $0 $0 0.0%
Loans (other than to participants) $0 $0 0.0%
Participants Loans $8,570,901 $8,908,216 -3.79%
Value of interest in common/collective trusts $134,481,995 $41,818,062 221.59%
Value of interest in pooled separate accounts $0 $0 0.0%
Value of interest in master trust investment accounts $0 $0 0.0%
Value of interest in 103-12 investment entities $0 $0 0.0%
Value of interest in registered investment companies $424,959,263 $475,882,416 -10.70%
Value of funds held in insurance co. general account $0 $0 0.0%
Other Investments $445,398,122 $437,678,362 1.76%
Employer-related Investments $124,907,024 $112,025,402 11.50%
Employer Securities $124,907,024 $112,025,402 11.50%
Employer Real Property $0 $0 0.0%
Buildings and other property used in plan operation $0 $0 0.0%
Total Liabilities $0 $0 0.0%
Benefit Claims Payable (1) $0 $0 0.0%
Operating Payables (1) $0 $0 0.0%
Acquisition Indebtedness (1) $0 $0 0.0%
Other liabilities (1) $0 $0 0.0%
Net Assets $1,168,168,378 $1,125,794,778 3.76%

Service Providers

Persons Receiving Only Eligible Indirect Compensation

  • Alliance Bernstein
  • American Century
  • Boston Financial Data Service Inc
  • Dst Systems Inc
  • Franklin Templeton
  • Janus Services LLC
  • Morgan Stanley
  • State Street Bank and Trust
  • Us Bancorp Fund Services LLC
  • Usaa Shareholder Account Services

Other Service Providers Receiving Direct or Indirect Compensation

Name Nature of Service Relationship to Plan Sponsor Direct Compensation Paid by Plan Indirect Compensation Paid by Plan Total Compensation
Financial Engines Consulting (general), Direct payment from the plan NONE $421,506 $0 $421,506
Fidelity Investments Institutional Recordkeeping and information management (computing, tabulating, data processing, etc.), Direct payment from the plan, Sub-transfer agency fees, Recordkeeping fees, Account maintenance fees, Securities brokerage commissions and fees NONE $0 $0 $0
Total $421,506 $0 $421,506

Indirect Compensation

Name Source of Indirect Compensation* Nature of Service Description of Indirect Compensation Indirect Compensation Paid by Plan
Fidelity Investments Institutional Alliancebernstein Investor Svcs Sub-transfer agency fees 0.005 $0
Fidelity Investments Institutional American Century Sub-transfer agency fees 0.02 $0
Fidelity Investments Institutional Bny Mellon Asset Servicing Sub-transfer agency fees 0.0055 $0
Fidelity Investments Institutional Bny Mellon Inv Servicing Sub-transfer agency fees 0.0055 $0
Fidelity Investments Institutional Bny Mellon Inv Servicing Inc. Sub-transfer agency fees 0.0305 $0
Fidelity Investments Institutional Boston Financial Data Service, Inc. Sub-transfer agency fees 0.1033 $0
Fidelity Investments Institutional Boston Financial Data Svcs Sub-transfer agency fees 0.0987 $0
Fidelity Investments Institutional Boston Financial Data Svcs Sub-transfer agency fees 0.006 $0
Fidelity Investments Institutional Dreyfus Transfer Inc. Sub-transfer agency fees 0.0035 $0
Fidelity Investments Institutional Dst Systems, Inc. Sub-transfer agency fees 0.029 $0
Fidelity Investments Institutional Dws Investments Service Co. Sub-transfer agency fees 0.022 $0
Fidelity Investments Institutional Franklin Templeton Investor Srvcs L Sub-transfer agency fees 0.0495 $0
Fidelity Investments Institutional Hartford Adminstrative Services Co Sub-transfer agency fees 0.0105 $0
Fidelity Investments Institutional Invesco Aim Investment Srvcs, Inc Sub-transfer agency fees 0.017 $0
Fidelity Investments Institutional Invesco Canada Ltd Sub-transfer agency fees 0.022 $0
Fidelity Investments Institutional Invesco Investment Srvcs, Inc Sub-transfer agency fees 0.015 $0
Fidelity Investments Institutional Janus Services LLC Sub-transfer agency fees 0.0175 $0
Fidelity Investments Institutional John Hancock Signature Srvces Sub-transfer agency fees 0.0055 $0
Fidelity Investments Institutional Morgan Stanley Services Co Inc. Sub-transfer agency fees 0.041 $0
Fidelity Investments Institutional State Street Bank and Trust Sub-transfer agency fees 0.039 $0
Fidelity Investments Institutional State Street Bank and Trust Sub-transfer agency fees 0.012 $0
Fidelity Investments Institutional Us Bancorp Fund Services, LLC Sub-transfer agency fees 0.008 $0
Fidelity Investments Institutional Us Bancorp Fund Services, LLC Sub-transfer agency fees 0.017 $0
Fidelity Investments Institutional Usaa Shareholder Acct Services Sub-transfer agency fees 0.0225 $0
*As outlined by the Form 5500 Instructions for service providers with indirect compensation.

Service Providers Who Fail or Refuse to Provide Information

There are no service providers who failed or refused to provide information.

Termination Information on Accountants and Enrolled Actuaries

There is no termination information for this plan.

Investments

Investments

Name of Investment Investment Manager Type of Investment Dollar Value
Pyramis Core Lifecycle 2020 Fidelity Management Trust Company DFE: Common/Collective Trust $32,719,921
Pyramis Core Lifecycle 2025 Pyramis Global Advisors Trust Company DFE: Common/Collective Trust $25,458,978
Pyramis Core Lifecycle 2015 Pyramis Global Advisors Trust Company DFE: Common/Collective Trust $19,654,009
Pyramis Core Lifecycle 2030 Pyramis Global Advisors Trust Company DFE: Common/Collective Trust $16,790,591
Pyramis Core Lifecycle 2035 Pyramis Global Advisors Trust Company DFE: Common/Collective Trust $8,809,763
Pyramis Core Lifecycle 2040 Pyramis Global Advisors Trust Company DFE: Common/Collective Trust $7,303,647
Pyramis Core Lifecycle 2000 Pyramis Global Advisors Trust Company DFE: Common/Collective Trust $6,331,175
Pyramis Core Lifecycle 2010 Pyramis Global Advisors Trust Company DFE: Common/Collective Trust $5,932,801
Pyramis Core Lifecycle 2045 Pyramis Global Advisors Trust Company DFE: Common/Collective Trust $4,599,434
Pyramis Core Lifecycle 2050 Pyramis Global Advisors Trust Company DFE: Common/Collective Trust $3,428,238
Pyramis Core Lifecycle 2005 Pyramis Global Advisors Trust Company DFE: Common/Collective Trust $3,065,713
Pyramis Core Lifecycle 2055 Pyramis Global Advisors Trust Company DFE: Common/Collective Trust $387,785
Fidelity Us Equity Index Fidelity Management Trust Company DFE: Common/Collective Trust $0
Total $134,482,055

Insurance Information

Insurance Information

There are no insurance carriers listed for this plan.