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Overview

Plan Information

  • Plan Year01/01/2016 — 12/31/2016
  • Date of Plan11/01/1953
  • Net Assets as of 12/31/2016 $991,841,424
  • 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 12/31/2016

  • Active (Eligible) Participants1,522
  • Retired or separated participants receiving benefits299
  • Other retired or separated participants entitled to future benefits1,289
  • Subtotal3,110
  • Deceased participants whose beneficiaries are receiving or are entitled to receive benefits87
  • Total3,197
  • Total number of participants as of 01/01/20163,556
  • Number of participants with account balances3,104
  • Number of participants that terminated employment during the plan year with accrued benefits that were less than 100% vested34

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 AdministratorDeanna Jones

Plan Administrator Information

  • Administrator NameDeanna L Jones
  • Address5555 San Felipe Road
  • CityHouston
  • StateTX
  • Zip77056-2723
  • Telephone(713) 629-6600
  • Administrator EIN47-1302783

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.
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.
2R Brokerage Window Participant-directed brokerage accounts provided as an investment option under the plan.
2T Participant-directed Account Total or partial participant-directed account plan - plan uses default investment account for participants who fail to direct assets in their account.
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 $142,873,022
Contributions $77,543,137
Cash Contributions $77,543,137
Cash from Employers $14,022,577
Cash from Participants $22,929,820
Others (including rollovers) $40,590,740
Noncash Contributions $0
Total Earnings on Investments $65,329,885
Total Interest $6,799,313
Interest-Bearing Cash $6,598,582
U.S. Government Securities $0
Corporate Debt Instruments $0
Loans (other than to participants) $0
Participant Loans $200,731
Interest from Other Investments $0
Total Dividends $12,117,525
Preferred Stock $0
Common Stock $472,241
Rents $0
Net gain (loss) on sale of assets $0
Aggregate Proceeds $0
Aggregate Carrying Amount $0
Total Unrealized Appreciation (depreciation) of assets $11,831,597
Real Estate $0
Other $11,831,597
Net investment gain (loss) from common/collective trusts $13,608,157
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 $20,973,293
Other Income $0
Expenses $205,124,066
Total Benefit Payments $204,943,707
Directly to participants or beneficiaries, including direct rollovers $204,943,707
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 $180,359
Professional Fees $-203,961
Contract Administrator Fees $0
Investment Advisory and management fees $367,020
Other Administrative Fees $17,300
Net Income $-62,251,044
Transfers of Assets to this Plan $0
Transfers of Assets from this Plan $0

Asset and Liability Statement

12/31/2016 12/31/2015 Change YOY
Total Assets $991,841,424 $1,054,092,468 -5.91%
Total noninterest-bearing cash $0 $0 0.0%
Receivables $12,128 $676 1694.08%
Employer Contributions $0 $0 0.0%
Participant Contributions $0 $0 0.0%
Other Contributions $12,128 $676 1694.08%
General Investments $8,143,851 $25,952,567 -68.62%
Interest-bearing cash $8,143,851 $25,952,567 -68.62%
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 $5,586,375 $6,392,993 -12.62%
Value of interest in common/collective trusts $189,298,962 $212,302,816 -10.84%
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 $436,232,478 $450,709,147 -3.21%
Value of funds held in insurance co. general account $0 $0 0.0%
Other Investments $314,258,898 $330,096,245 -4.80%
Employer-related Investments $38,308,732 $28,638,024 33.77%
Employer Securities $38,308,732 $28,638,024 33.77%
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 $991,841,424 $1,054,092,468 -5.91%

Service Providers

Persons Receiving Only Eligible Indirect Compensation

  • Boston Financial Data Service Inc
  • Columbia Management
  • Dimension Fund Advisors
  • Dodge and Cox
  • Kalmar Investments
  • Morgan Stanley
  • Bny Mellon Inv Servicing
  • Vanguard
  • Bancorp Fund Services, LLC

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 Investment management, Direct payment from the plan NONE $367,020 $0 $367,020
Financial Engines Other services, Direct payment from the plan NONE $17,300 $0 $17,300
Fidelity Investments Institutional Recordkeeping and information management (computing, tabulating, data processing, etc.), Direct payment from the plan, Sub-transfer agency fees, Float revenue, Recordkeeping fees, Account maintenance fees, Securities brokerage commissions and fees NONE $0 $0 $0
Total $384,320 $0 $384,320

Indirect Compensation

Name Source of Indirect Compensation* Nature of Service Description of Indirect Compensation Indirect Compensation Paid by Plan
Fidelity Investments Institutional Bny Mellon Inv Servicing Inc Sub-transfer agency fees 0.25 $0
Fidelity Investments Institutional Boston Financial Data Services, Inc Sub-transfer agency fees 0.18 $0
Fidelity Investments Institutional Bancorp Fund Services, LLC Sub-transfer agency fees 0.06 $0
Fidelity Investments Institutional Morgan Stanley Services Co, Inc. Sub-transfer agency fees 0.15 $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
Fidelity Growth Commingled Pool Fidelity Management Trust Company DFE: Common/Collective Trust $41,940,316
Fiam Target Date 2025 Comm Pool Fidelity Institutional Asset Management Trust Company DFE: Common/Collective Trust $28,607,654
Fiam Target Date 2020 Comm Pool Fidelity Institutional Asset Management Trust Company DFE: Common/Collective Trust $26,814,306
Fiam Target Date 2030 Comm Pool Fidelity Institutional Asset Management Trust Company DFE: Common/Collective Trust $16,909,033
Fiam Target Date 2015 Comm Pool Fidelity Institutional Asset Management Trust Company DFE: Common/Collective Trust $14,509,046
Fiam Target Date 2035 Comm Pool Fidelity Institutional Asset Management Trust Company DFE: Common/Collective Trust $12,539,744
Fiam Target Date 2040 Comm Pool Fidelity Institutional Asset Management Trust Company DFE: Common/Collective Trust $11,886,375
Fiam Target Date 2045 Comm Pool Fidelity Institutional Asset Management Trust Company DFE: Common/Collective Trust $9,502,540
Fiam Target Date 2050 Comm Pool Fidelity Institutional Asset Management Trust Company DFE: Common/Collective Trust $7,878,842
Fiam Target Date Income Comm Pool Fidelity Institutional Asset Management Trust Company DFE: Common/Collective Trust $7,191,554
Fiam Target Date 2010 Comm Pool Fidelity Institutional Asset Management Trust Company DFE: Common/Collective Trust $5,054,435
Fiam Target Date 2055 Comm Pool Fidelity Institutional Asset Management Trust Company DFE: Common/Collective Trust $4,385,809
Fiam Target Date 2005 Comm Pool Fidelity Institutional Asset Management Trust Company DFE: Common/Collective Trust $2,009,969
Fiam Target Date 2060 Comm Pool Fidelity Institutional Asset Management Trust Company DFE: Common/Collective Trust $69,339
Total $189,298,962

Insurance Information

Insurance Information

There are no insurance carriers listed for this plan.