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Overview

Plan Information

  • Plan Year01/01/2019 — 12/31/2019
  • Date of Plan05/01/2012
  • Net Assets as of 12/31/2019 $5,880,523,793
  • Plan Number2
  • Plan Type Single Employer
  • Is the plan collectively bargained? No
  • Did the plan file for an extension of time or the DFVC Program?Yes
  • Plan Funding ArrangementInsurance Trust
  • Plan Benefit ArrangementInsurance Trust

Participant Information as of 12/31/2019

  • Active (Eligible) Participants12,584
  • Retired or separated participants receiving benefits285
  • Other retired or separated participants entitled to future benefits3,039
  • Subtotal15,908
  • Deceased participants whose beneficiaries are receiving or are entitled to receive benefits80
  • Total15,988
  • Total number of participants as of 01/01/201915,541
  • Number of participants with account balances15,886
  • Number of participants that terminated employment during the plan year with accrued benefits that were less than 100% vested0

Expenses

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

Sponsor Information

  • AddressP.O. Box 421959
  • CityHouston
  • StateTX
  • Zip77242-1959
  • Telephone(832) 765-1877
  • EIN37-1652702
  • Industry Code324110
  • Named AdministratorAlex J. Shabet

Plan Administrator Information

  • Administrator NameAlex J. Shabet
  • AddressP.O. Box 421959
  • CityHouston
  • StateTX
  • Zip77242-1959
  • Telephone(832) 765-1877
  • Administrator EIN81-2619919

Audit Information

  • Audit StatusAudited
  • AuditorErnst & Young LLP
  • Auditor EIN34-6565596
  • 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.
2I Stock bonus A stock bonus plan is a type of profit-sharing by which a corporation uses its own stock to make contributions and distributions.
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.
2O ESOP other than a leveraged ESOP An Employee Stock Ownership Plan (ESOP) is a type of employee benefit plan designed to invest primarily in employer stock.
2S Automatic Enrollment Plan provides for automatic enrollment in plan that has employee contributions deducted from payroll.
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 $1,500,000
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 $1,521,099,541
Contributions $450,986,793
Cash Contributions $450,986,793
Cash from Employers $186,760,106
Cash from Participants $205,076,425
Others (including rollovers) $59,150,262
Noncash Contributions $0
Total Earnings on Investments $1,069,838,720
Total Interest $4,758,239
Interest-Bearing Cash $461,980
U.S. Government Securities $0
Corporate Debt Instruments $0
Loans (other than to participants) $0
Participant Loans $4,296,259
Interest from Other Investments $0
Total Dividends $101,627,928
Preferred Stock $0
Common Stock $53,744,572
Rents $0
Net gain (loss) on sale of assets $66,693,650
Aggregate Proceeds $517,177,043
Aggregate Carrying Amount $450,483,393
Total Unrealized Appreciation (depreciation) of assets $310,399,296
Real Estate $0
Other $310,399,296
Net investment gain (loss) from common/collective trusts $453,256,416
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 $133,103,191
Other Income $274,028
Expenses $512,410,946
Total Benefit Payments $508,339,864
Directly to participants or beneficiaries, including direct rollovers $508,299,853
To insurance carriers for the provision of benefits $0
Other Benefit Payment Fees $40,011
Corrective Distributions $1,930,595
Certain deemed distributions of participant loans $164,466
Interest expense $0
Total Administrative Expenses $1,976,021
Professional Fees $0
Contract Administrator Fees $0
Investment Advisory and management fees $0
Other Administrative Fees $1,976,021
Net Income $1,008,688,595
Transfers of Assets to this Plan $0
Transfers of Assets from this Plan $0

Asset and Liability Statement

12/31/2019 12/31/2018 Change YOY
Total Assets $5,881,252,719 $4,873,374,362 20.68%
Total noninterest-bearing cash $0 $0 0.0%
Receivables $0 $42,140,847 -100.00%
Employer Contributions $0 $42,138,623 -100.00%
Participant Contributions $0 $2,224 -100.00%
Other Contributions $0 $0 0.0%
General Investments $9,566,595 $24,950,916 -61.66%
Interest-bearing cash $9,566,595 $24,950,916 -61.66%
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 $83,301,355 $63,643,568 30.89%
Preferred $0 $0 0.0%
Common $83,301,355 $63,643,568 30.89%
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 $82,605,683 $82,151,460 0.55%
Value of interest in common/collective trusts $2,985,885,897 $2,247,512,380 32.85%
Value of interest in pooled separate accounts $0 $59,228,548 -100.00%
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 $1,018,765,009 $811,128,432 25.60%
Value of funds held in insurance co. general account $0 $0 0.0%
Other Investments $5,004,441 $4,519,296 10.73%
Employer-related Investments $1,696,123,739 $1,538,098,915 10.27%
Employer Securities $1,696,123,739 $1,538,098,915 10.27%
Employer Real Property $0 $0 0.0%
Buildings and other property used in plan operation $0 $0 0.0%
Total Liabilities $728,926 $1,539,164 -52.64%
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) $728,926 $1,539,164 -52.64%
Net Assets $5,880,523,793 $4,871,835,198 20.70%

Service Providers

Persons Receiving Only Eligible Indirect Compensation

  • The Vanguard Group, Inc.
  • Invesco
  • Jackson Square Partners 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
The Vanguard Group, Inc. Recordkeeping and information management (computing, tabulating, data processing, etc.), Trustee (directed), Investment advisory (participants), Participant loan processing, Investment management fees paid indirectly by plan, Other fees NONE $2,089,351 $0 $2,089,351
Jackson Square Partners LLC Other fees NONE $641,579 $0 $641,579
Invesco Capital Management Investment management NONE $557,879 $0 $557,879
Northern Trust Company Trustee (directed) Directed Trustee $56,497 $0 $56,497
State Street Bank and Trust Company Trustee (directed) Directed Trustee $49,546 $0 $49,546
Total $3,394,852 $0 $3,394,852

Indirect Compensation

There are no service providers with indirect compensation listed for this plan.

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
Vang. Instl. 500 Index Trust Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $500,641,130
Vang. Instl Ttl Bnd Mrkt Idx Tr Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $283,121,977
Vang. Instl. Extd Mrkt Idx Trust Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $268,151,535
Vftc Target Retirement 2025 Trst Pl Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $267,171,682
Igt Invesco Short-Term Bond Fund Invesco National Trust Company DFE: Common/Collective Trust $250,805,417
Vftc Target Retirement 2020 Trst Pl Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $200,201,651
Vftc Target Retirement 2030 Trst Pl Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $173,430,322
Vftc Target Retirement 2035 Trst Pl Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $148,134,630
Vftc Target Retirement 2045 Trst Pl Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $130,161,791
Vftc Target Retirement 2040 Trst Pl Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $125,037,724
Vftc Target Retirement 2050 Trst Pl Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $123,602,841
Vftc Target Retirement 2055 Trst Pl Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $87,122,058
Vftc Target Retirement 2015 Trst Pl Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $65,156,002
Igt Jennison Intermediate G/C Fund Invesco National Trust Company DFE: Common/Collective Trust $51,261,242
Igt Invesco Intermediate G/C Fund Invesco National Trust Company DFE: Common/Collective Trust $47,491,738
Vftc Target Retirement Inco Trst Pl Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $39,407,264
Igt Pimco Intermediate G/C Fund Invesco National Trust Company DFE: Common/Collective Trust $34,349,516
Igt Invesco Core Fixed Income Invesco National Trust Company DFE: Common/Collective Trust $32,049,733
Vftc Target Retirement 2060 Trst Pl Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $27,372,463
Igt Loomis Sayles Core Fixed Income Invesco National Trust Company DFE: Common/Collective Trust $27,296,394
Igt Dodge & Cox Core Fixed Income Invesco National Trust Company DFE: Common/Collective Trust $27,187,864
Igt Loomis Sayles Intermediate Fund Invesco National Trust Company DFE: Common/Collective Trust $24,804,241
Gs Core Fixed Inc Coltv Trust Class Goldman Sachs Trust Company DFE: Common/Collective Trust $20,842,265
Igt Pimco Core Fixed Income Fund Invesco National Trust Company DFE: Common/Collective Trust $18,372,588
Vftc Target Retirement 2065 Trst Pl Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $8,538,046
Nt Collective Short Term Invst Fund Northern Trust Company DFE: Common/Collective Trust $4,173,783
Massmut Barings Intermediate G/C Sa Invesco National Trust Company DFE: Pooled Separate Account $0
Massmut Barings Core Sa Invesco National Trust Company DFE: Pooled Separate Account $0
Massmut Barings 1-5 G/C Sa Invesco National Trust Company DFE: Pooled Separate Account $0
Total $2,985,885,897

Insurance Information

Insurance Information

Insurance Carrier Summary Persons Covered
Massachusetts Mutual Life Insurance Company 0
EIN 04-1590850
Industry Code 65935
Contract Number SGIC 20066
Contract Year 01/01/2019 — 06/27/2019
Value in General Account at Year End $0
Value in Separate Accounts at Year End $0
Insurance Fees and Commissions $0
Persons Receiving Commissions and Fees There are no brokers listed for this plan.
Allocated Funds
Type of Contract Unspecified
Basis of premium rates
Premiums paid to carrier $0
Premiums due but unpaid at the end of the year $0
If the carrier, service, or other organization incurred any specific costs in connection with the acquisition or retention of the contract or policy, enter amount $0
Specify the nature of the costs
Unallocated Funds
Type of Contract GROUP ANNUITY
Balance at the end of the previous year $0
Additions $0
Contributions Deposited during the year $0
Dividends and credits $0
Interest credited during the year $0
Transferred from separate account $0
Other $0
Total of Balance and Additions $0
Deductions $0
Disbursed from fund to pay benefits or purchase annuities during the year $0
Administration charge made by carrier $0
Transferred to Separate Account $0
Other $0
Balance at the end of the current year $0