Shell acquired their Delaware basin lease positions in early 2013. Water disposal has progressed from many trucks per day and a significant percent trucked disposal to significantly less trucks per day and mostly piped disposal now with over 250 miles of pipeline built. Shell now operates 10 SWD surface facilities and 17 SWD wells with plans for more SWD facilities and more SWD wells in the near future. Shell operates a recycle facility with 700k bbls total storage and >50k bwpd feed, and is planning to construct another recycle facility this year. Lessons learned for recycle operations will be shared. Frac water sourcing demands exceeding recycle water supply is all brackish groundwater with the infrastructure capacity to supply at least two frac spreads. The brackish groundwater is supplied from areas where it is plentiful, and a quantitative sourcing risk assessment has confirmed adequate supply without significant resource depletion. Costs have also come down significantly, making Shell highly competitive in the region.