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Overview

Plan Information

  • Plan Year01/01/2018 — 12/31/2018
  • Date of Plan09/01/1939
  • Net Assets as of 12/31/2018 $10,099,929,363
  • 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 Arrangement Trust
  • Plan Benefit Arrangement Trust

Participant Information as of 12/31/2018

  • Active (Eligible) Participants16,876
  • Retired or separated participants receiving benefits2,793
  • Other retired or separated participants entitled to future benefits13,397
  • Subtotal33,066
  • Deceased participants whose beneficiaries are receiving or are entitled to receive benefits388
  • Total33,454
  • Total number of participants as of 01/01/201834,367
  • Number of participants with account balances33,372
  • 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 1438
  • CityHouston
  • StateTX
  • Zip77251-1438
  • Telephone(832) 337-2445
  • EIN13-1299890
  • Industry Code324110
  • Named AdministratorCynthia A.P. Deere

Plan Administrator Information

  • Administrator NameAdministrator - Shell Provident Fund
  • AddressP. O. Box 1438
  • CityHouston
  • StateTX
  • Zip77251-1438
  • Telephone(832) 337-2445
  • Administrator EIN74-1865496

Audit Information

  • Audit StatusAudited
  • AuditorErnst & Young LLP
  • Auditor EIN34-6565596
  • Audit OpinionUnqualified
  • Audit Type Full Audit

Benefits Provided Under the Plan

Code Benefit Description
2A Age/Service Weighted or New Comparability or Similar Plan Age/Service Weighted Plan: Allocations are based on age, service, or age and service. New Comparability or Similar Plan: Allocations are based on participant classifications and a classification(s) consists entirely or predominantly of highly compensated employees; or the plan provides an additional allocation rate on compensation above a specified threshold, and the threshold or additional rate allowed under the permitted disparity rules of section 401(l)
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.
2R Brokerage Window Participant-directed brokerage accounts provided as an investment option under the plan.
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.
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 $10,000,000
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 $-87,737,145
Contributions $477,567,035
Cash Contributions $477,567,035
Cash from Employers $199,128,593
Cash from Participants $233,229,510
Others (including rollovers) $45,208,932
Noncash Contributions $0
Total Earnings on Investments $-535,049,903
Total Interest $25,370,618
Interest-Bearing Cash $21,089,270
U.S. Government Securities $0
Corporate Debt Instruments $0
Loans (other than to participants) $0
Participant Loans $4,281,348
Interest from Other Investments $0
Total Dividends $274,880,007
Preferred Stock $0
Common Stock $42,079,679
Rents $0
Net gain (loss) on sale of assets $0
Aggregate Proceeds $0
Aggregate Carrying Amount $0
Total Unrealized Appreciation (depreciation) of assets $-91,380,280
Real Estate $0
Other $-91,380,280
Net investment gain (loss) from common/collective trusts $-281,048,309
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 $-462,871,939
Other Income $-30,254,277
Expenses $918,207,634
Total Benefit Payments $907,328,920
Directly to participants or beneficiaries, including direct rollovers $907,328,920
To insurance carriers for the provision of benefits $0
Other Benefit Payment Fees $0
Corrective Distributions $20,834
Certain deemed distributions of participant loans $595,139
Interest expense $0
Total Administrative Expenses $10,262,741
Professional Fees $177,156
Contract Administrator Fees $0
Investment Advisory and management fees $8,211,420
Other Administrative Fees $1,874,165
Net Income $-1,005,944,779
Transfers of Assets to this Plan $0
Transfers of Assets from this Plan $0

Asset and Liability Statement

12/31/2018 12/31/2017 Change YOY
Total Assets $10,105,326,756 $11,017,074,589 -8.28%
Total noninterest-bearing cash $0 $0 0.0%
Receivables $8,456,618 $12,744,954 -33.65%
Employer Contributions $0 $0 0.0%
Participant Contributions $0 $0 0.0%
Other Contributions $8,456,618 $12,744,954 -33.65%
General Investments $901,415,138 $916,536,890 -1.65%
Interest-bearing cash $901,415,138 $916,536,890 -1.65%
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 $108,489,328 $105,988,675 2.36%
Value of interest in common/collective trusts $4,843,257,574 $5,302,208,729 -8.66%
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 $3,158,131,196 $3,513,853,557 -10.12%
Value of funds held in insurance co. general account $0 $0 0.0%
Other Investments $414,654,782 $409,857,311 1.17%
Employer-related Investments $670,922,120 $755,884,473 -11.24%
Employer Securities $670,922,120 $755,884,473 -11.24%
Employer Real Property $0 $0 0.0%
Buildings and other property used in plan operation $0 $0 0.0%
Total Liabilities $5,397,393 $4,194,100 28.69%
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) $5,397,393 $4,194,100 28.69%
Net Assets $10,099,929,363 $11,012,880,489 -8.29%

Service Providers

Persons Receiving Only Eligible Indirect Compensation

  • Fiioc

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,Inc Investment advisory (plan), Direct payment from the plan NONE $5,248,979 $0 $5,248,979
Fidelity Investments Institutional Recordkeeping and information management (computing, tabulating, data processing, etc.), Participant communication, Direct payment from the plan, Recordkeeping fees, Account maintenance fees, Securities brokerage commissions and fees NONE $1,419,297 $3,682,803 $5,102,100
Blackrock Institutional Trust Compa Investment management, Direct payment from the plan, Investment management fees paid directly by plan, Valuation (appraisals, etc.) NONE $1,523,296 $2,130,551 $3,653,847
Fidelity Institutional Asset Mgmt Investment management, Investment management fees paid directly by plan NONE $1,088,402 $0 $1,088,402
Fidelity Management Trust Company Investment management, Investment management fees paid directly by plan NONE $350,742 $0 $350,742
E. Perry Employee (plan sponsor), Direct payment from the plan Employee $140,900 $0 $140,900
Ernst& Young LLP Accounting (including auditing), Direct payment from the plan NONE $137,000 $0 $137,000
T. Browning Employee (plan sponsor), Direct payment from the plan Employee $97,169 $0 $97,169
S. Griffith Employee (plan sponsor), Direct payment from the plan Employee $56,449 $0 $56,449
M. Brooks Employee (plan sponsor), Direct payment from the plan Employee $49,468 $0 $49,468
J. Barrett Employee (plan sponsor), Direct payment from the plan Employee $39,694 $0 $39,694
Robertson & Robertson, PLLC Consulting (general), Direct payment from the plan NONE $16,500 $0 $16,500
Conduent Hr Consulting, LLC Accounting (including auditing), Direct payment from the plan NONE $10,000 $0 $10,000
Gallagher Benefit Services Consulting (general), Direct payment from the plan NONE $7,500 $0 $7,500
Total $10,185,396 $5,813,354 $15,998,750

Indirect Compensation

Name Source of Indirect Compensation* Nature of Service Description of Indirect Compensation Indirect Compensation Paid by Plan
Fidelity Investments Institutional Financial Engines, Inc Investment advisory (plan) Data Connectivity $2,569,773
Fidelity Investments Institutional Shell Provident Fund Recordkeeping and information management (computing, tabulating, data processing, etc.) Recordkeeping Fees $1,113,030
*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
Fmtc U.S. Equity Index Commingled P Fidelity Management Trust Company DFE: Common/Collective Trust $1,133,771,190
U.S. Debt Index Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $451,348,500
Eafe Equity Index Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $362,849,872
Mid Capital Equity Index Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $334,908,879
Fidelity Contrafund Commingled Pool Fidelity Management Trust Company DFE: Common/Collective Trust $240,429,499
Lifepath Index 2030 Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $172,028,146
Lifepath Index 2040 Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $152,356,901
Lifepath Index 2020 Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $147,839,283
Fidelity Blue Chip Gr Commingled Po Fidelity Management Trust Company DFE: Common/Collective Trust $147,072,899
U.S. Equity Market Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $136,837,628
Russell 1000 Index Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $128,287,782
Lifepath Index Retirement Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $127,185,190
Fidelity Otc Commingled Pool Fidelity Management Trust Company DFE: Common/Collective Trust $99,518,547
20 Plus Treasury Bond Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $93,589,402
Fidelity Low-Priced Stock Commingle Fidelity Management Trust Company DFE: Common/Collective Trust $93,579,136
Emerging Markets Index Non-Lendable Blackrock Institutional Trust Company DFE: Common/Collective Trust $89,183,964
Lifepath Index 2050 Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $87,657,933
Lifepath Index 2025 Fund F Blackrock Institutional Trust Company DFE: Common/Collective Trust $87,339,295
Lifepath Index 2035 Fund F Blackrock Institutional Trust Company DFE: Common/Collective Trust $76,080,105
Russell 1000 Growth Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $73,646,500
Fidelity Growth Comp Commingled Poo Fidelity Management Trust Company DFE: Common/Collective Trust $62,337,807
Fidelity Magellan Commingled Pool Fidelity Management Trust Company DFE: Common/Collective Trust $59,453,089
Govt/Credit Bond Index Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $51,542,516
Lifepath Index 2045 Fund F Blackrock Institutional Trust Company DFE: Common/Collective Trust $50,858,004
Fidelity Diversified Intl Commingle Fidelity Management Trust Company DFE: Common/Collective Trust $47,179,031
Russell 2000 Index Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $47,024,439
Fidelity Equity-Income Commingled P Fidelity Management Trust Company DFE: Common/Collective Trust $47,010,912
Russell 1000 Value Funds F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $41,884,570
U.S. Treasury Inflation Protected Blackrock Institutional Trust Compa DFE: Common/Collective Trust $39,959,368
Intermediate Govt Bond Index Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $35,514,069
Russell 2000 Growth Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $29,876,222
Lifepath Index 2055 Fund F Fidelity Management Trust Company DFE: Common/Collective Trust $28,771,582
Russell 2000 Value Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $26,392,844
1-3 Year Govt Bond Index Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $25,058,664
Developed Real Estate Index Fund F Blackrock Institutional Trust Compa DFE: Common/Collective Trust $11,695,238
Lifepath Index 2060 Fund F Blackrock Institutional Trust Company DFE: Common/Collective Trust $3,188,568
Total $4,843,257,574

Insurance Information

Insurance Information

There are no insurance carriers listed for this plan.