SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One) | ||||||||
[X] | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
For the Fiscal Year Ended December 31, 2023
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission File Number 1-11299
SAVINGS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES VI
(Full title of the plan)
Issuer of Securities held pursuant to the Plan is
ENTERGY CORPORATION
639 Loyola Avenue
New Orleans, Louisiana 70113
(Address of principal executive office)
SAVINGS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES VI
Table of Contents
Page Number | ||||||||
| (a) | Report of Independent Registered Public Accounting Firm | 3 | ||||||
| (b) | Financial Statements: | |||||||
| Statements of Net Assets Available for Benefits as of December 31, 2023 and 2022 | 4 | |||||||
| Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2023 | 5 | |||||||
| Notes to Financial Statements as of December 31, 2023 and 2022, and for the Year Ended December 31, 2023 | 6 | |||||||
| Note: All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. | ||||||||
| (c) | Signature | 18 | ||||||
| (d) | Exhibit: | |||||||
| Consent of Independent Registered Public Accounting Firm | 19 | |||||||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Participants and Plan Administrator of the
Savings Plan of Entergy Corporation and Subsidiaries VI
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Savings Plan of Entergy Corporation and Subsidiaries VI (the "Plan") as of December 31, 2023 and 2022, the related statement of changes in net assets available for benefits for the year ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023 and 2022, and the changes in net assets available for benefits for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Emphasis of Matter
As discussed in Note 1 to the financial statements, the Plan merged into the Savings Plan of Entergy Corporation and Subsidiaries effective as of the close of business on December 31, 2023. Our opinion is not modified with respect to this matter.
/s/ DELOITTE & TOUCHE LLP
New Orleans, Louisiana
June 26, 2024
We have served as the auditor of the Plan since 2007.
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| EIN 72-1229752 / PN 015 | ||||||||||||||
| SAVINGS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES VI | ||||||||||||||
| STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS | ||||||||||||||
| As of December 31, 2023 and 2022 | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| INVESTMENTS: | ||||||||||||||
| Plan interest in Master Trust: | ||||||||||||||
| Investments at fair value | $ | — | $ | 47,679,177 | ||||||||||
| Fully benefit-responsive investment contracts at contract value | — | 8,819,465 | ||||||||||||
| Total investments | — | 56,498,642 | ||||||||||||
| RECEIVABLES: | ||||||||||||||
| Notes receivable from participants | — | 201,434 | ||||||||||||
| Annual retirement contributions | — | 248,291 | ||||||||||||
| Total receivables | — | 449,725 | ||||||||||||
| Net Assets Available for Benefits | $ | — | $ | 56,948,367 | ||||||||||
| See Notes to Financial Statements. | ||||||||||||||
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| EIN 72-1229752 / PN 015 | |||||||||||
| SAVINGS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES VI | |||||||||||
| STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS | |||||||||||
| For the Year Ended December 31, 2023 | |||||||||||
| Additions to Net Assets attributed to: | |||||||||||
| Plan interest in Master Trust investment income | $ | 8,114,002 | |||||||||
| Interest income on notes receivable from participants | 11,450 | ||||||||||
| Contributions: | |||||||||||
| Participant | 10,861 | ||||||||||
| Total contributions | 10,861 | ||||||||||
| Other credit adjustments - net | 641 | ||||||||||
| Total additions | 8,136,954 | ||||||||||
| Deductions from Net Assets attributed to: | |||||||||||
| Payments to participants or beneficiaries | 21,320,359 | ||||||||||
| Administrative fees | 5,039 | ||||||||||
| Total deductions | 21,325,398 | ||||||||||
| Net decrease before transfers | (13,188,444) | ||||||||||
| Transfers: | |||||||||||
| Plans transferred out | (43,637,456) | ||||||||||
| Loans transferred out | (122,467) | ||||||||||
| Total transfers | (43,759,923) | ||||||||||
| Net decrease in Net Assets | (56,948,367) | ||||||||||
| Net Assets Available for Benefits: | |||||||||||
| Beginning of Year | 56,948,367 | ||||||||||
| End of Year | $ | — | |||||||||
| See Notes to Financial Statements. | |||||||||||
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EIN 72-1229752 / PN 015
SAVINGS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES VI
Notes to Financial Statements
As of December 31, 2023 and 2022, and for the Year Ended December 31, 2023
Note 1. Merger of Plan and Transfer of Plan's Assets
The Savings Plan of Entergy Corporation and Subsidiaries VI (Entergy Savings Plan VI) was amended December 13, 2023, but effective as of the close of business December 31, 2023, to recognize the merger of Entergy Savings Plan VI into the Savings Plan of Entergy Corporation and Subsidiaries (Entergy Savings Plan) and all of the assets of Entergy Savings Plan VI were transferred to the Entergy Savings Plan.
Note 2. General Description of the Plan
The Savings Plan of Entergy Corporation and Subsidiaries VI, as Amended and Restated Effective January 1, 2013, (Entergy Savings Plan VI) was established on April 11, 2007 effective with the closing date of the sale of the Palisades Nuclear Power Plant (Palisades) from Consumers Energy Company to Entergy Nuclear Palisades, LLC.
The following description of Entergy Savings Plan VI is provided for general information only. Prior to the merger of Entergy Savings Plan VI into the Entergy Savings Plan as of the close of business on December 31, 2023, Entergy Savings Plan VI was subject to the following plan provisions. Entergy Savings Plan VI participants should refer to the Savings Plan of Entergy Corporation and Subsidiaries VI Plan Document, as well as the Summary Plan Description and Summaries of Material Modifications, for a more complete description of Entergy Savings Plan VI's provisions.
General: Entergy Savings Plan VI is a defined contribution plan of Entergy Corporation and Subsidiaries, collectively the Entergy System Companies, subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The ERISA provisions set forth the requirements for participation, vesting of benefits, fiduciary conduct for administering and handling of assets, and disclosure of Entergy Savings Plan VI information. Entergy Savings Plan VI is also governed by the Internal Revenue Code (IRC) of 1986, as amended.
Entergy Savings Plan VI is intended to constitute two types of plans qualified under IRC Section 401(a) as follows:
•A profit-sharing plan qualified under IRC Section 401(a) and thus exempt under IRC Section 501(a), with a cash or deferred arrangement that satisfies applicable requirements for qualification and exemption under IRC Section 401(k); and
•A stock bonus plan which constitutes an Employee Stock Ownership Plan (ESOP), as defined in IRC Section 4975(e)(7).
Entergy Savings Plan VI is administered by the Employee Benefits Committee. The chairman of the Employee Benefits Committee, who is appointed by the Talent & Compensation Committee of the Board of Directors of Entergy Corporation, appoints members to the Employee Benefits Committee.
The significant provisions of Entergy Savings Plan VI are described throughout this note.
Trustee: Entergy Savings Plan VI utilizes T. Rowe Price Trust Company (Trustee) as its Trustee and T. Rowe Price Retirement Plan Services, Inc. as its recordkeeper and provider of other administrative services. Entergy Savings Plan VI's investment options, which, except for the Entergy Corporation Stock Fund, the BlackRock Total Return Bond Fund M, the Vanguard Institutional 500 Index Trust, and the Schwab Personal Choice Retirement Account, are managed by its Trustee or affiliates of its Trustee, are:
•Entergy Stable Income Fund
•T. Rowe Price Blue Chip Growth Trust T6
•T. Rowe Price Equity Income Trust E
•T. Rowe Price International Core Equity Trust A
•T. Rowe Price New Horizons Trust A
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EIN 72-1229752 / PN 015
SAVINGS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES VI
Notes to Financial Statements
As of December 31, 2023 and 2022, and for the Year Ended December 31, 2023
•T. Rowe Price Retirement 2005 Trust C
•T. Rowe Price Retirement 2010 Trust C
•T. Rowe Price Retirement 2015 Trust C
•T. Rowe Price Retirement 2020 Trust C
•T. Rowe Price Retirement 2025 Trust C
•T. Rowe Price Retirement 2030 Trust C
•T. Rowe Price Retirement 2035 Trust C
•T. Rowe Price Retirement 2040 Trust C
•T. Rowe Price Retirement 2045 Trust C
•T. Rowe Price Retirement 2050 Trust C
•T. Rowe Price Retirement 2055 Trust C
•T. Rowe Price Retirement 2060 Trust C
•T. Rowe Price Retirement 2065 Trust C
In addition, the Trustee manages the participant loan fund which is discussed below.
Eligibility: Entergy Savings Plan VI is available to eligible non-bargaining employees of Entergy Nuclear Operations, Inc. whose principal work location is the Palisades Nuclear Power Plant in Covert, Michigan or the Big Rock Independent Spent Fuel Storage Installation in Charlevoix County, Michigan and who transferred employment to Entergy Nuclear Operations, Inc. from Nuclear Management Company, L.L.C. or from Consumers Energy Company upon the sale of Palisades to Entergy Nuclear Palisades, L.L.C.
On June 28, 2022 the Entergy Corporation affiliate that owned the Palisades Nuclear Power Plant sold the plant to an unrelated purchaser, and as of that date there are no employees of Entergy Nuclear Operations, Inc. or any other Entergy affiliate employed at Palisades. Consequently, since June 28, 2022 there are no active participants in Savings Plan VI, since eligibility to participate in Savings Plan VI is limited to non-bargaining employees of Entergy Nuclear Operations, Inc. employed at Palisades.
Contributions: Contributions to Entergy Savings Plan VI made by or on behalf of participants are deposited with the Trustee. Participants may elect to contribute, through payroll deductions, up to a total of 50% of their eligible earnings each pay period. Contributions may be made on a before-tax basis (before-tax deferral contributions), an after-tax basis, or a combination of both. Contributions are subject to certain IRC limitations. The before-tax deferral contribution dollar limit for the calendar year 2023 was $22,500 per participant. The overall annual limit for 2023 for before-tax, after-tax, company matching, and annual company retirement contributions was the lesser of 100% of the employee’s compensation for the year or $66,000. Participants who are age 50 and over at the end of the calendar year may make catch-up deferral contributions. The dollar limit for catch-up deferral contributions for the calendar year 2023 was $7,500. Based on nondiscrimination testing provisions under Entergy Savings Plan VI, contributions made by highly compensated employees may be limited based on the average contribution rate of non-highly compensated employees.
The employing Entergy System Company will make matching contributions on participant contributions each pay period. Employer matching contributions are equal to 100% of the participant's contributions for the first 3% of eligible earnings, plus 50% of the participant's contributions for the next 2% of eligible earnings each pay period. Employer matching contributions shall not be made with respect to (i) catch-up deferral contributions and (ii) deferral contributions that were initially designated by the participant as catch-up deferral contributions, but are subsequently determined not to be catch-up deferral contributions.
The employing Entergy System Company also will make a discretionary annual company retirement contribution on behalf of those eligible employees who do not participate in one of the Entergy defined benefit pension plans. The amount of the annual company retirement contribution, which is equal to 5% of the employee’s base wages or salary, will be made after the end of the plan year and will be credited to the employee’s annual company retirement
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EIN 72-1229752 / PN 015
SAVINGS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES VI
Notes to Financial Statements
As of December 31, 2023 and 2022, and for the Year Ended December 31, 2023
contribution account. To be eligible to receive this contribution, the employee must be employed as of the last day of the plan year. However, if an employee retires, becomes totally and permanently disabled, or dies during the plan year, a prorated annual company retirement contribution will be made on behalf of that employee for such plan year. The employing Entergy System Company made an annual company retirement contribution in the amount of $248,291 in January 2023 for the 2022 plan year, which are reflected as an annual retirement contribution receivable in the Statement of Net Assets Available for Benefits as of December 31, 2022. No annual company retirement contribution was made for the 2023 plan year.
Entergy Savings Plan VI provides that certain amounts that originated from an employee benefit plan qualified under Section 401(a) or 403(a) of the IRC of 1986, as amended, under an annuity contract described in Section 403(b) of the IRC, under an eligible plan described in Section 457(b) of the IRC or under an individual retirement account or annuity described in Section 408(a) or 408(b) of the IRC, may be accepted under Entergy Savings Plan VI as a direct rollover or a participant rollover contribution. Entergy Savings Plan VI does not accept direct rollovers or participant rollover contributions of distributions from a Roth IRA or Roth 401(k) account.
Investments: Participant contributions, employer matching contributions, and annual company retirement contributions are invested as directed by participants in accordance with Entergy Savings Plan VI's investment options. Participant contributions, employer matching contributions, and annual company retirement contributions not directed to specific investment options by the participant are invested by the Trustee in one of the following T. Rowe Price Retirement Trusts designated as Entergy Savings Plan VI’s Qualified Default Investment Alternatives, based on the year the participant was born:
•T. Rowe Price Retirement 2005 Trust C
•T. Rowe Price Retirement 2010 Trust C
•T. Rowe Price Retirement 2015 Trust C
•T. Rowe Price Retirement 2020 Trust C
•T. Rowe Price Retirement 2025 Trust C
•T. Rowe Price Retirement 2030 Trust C
•T. Rowe Price Retirement 2035 Trust C
•T. Rowe Price Retirement 2040 Trust C
•T. Rowe Price Retirement 2045 Trust C
•T. Rowe Price Retirement 2050 Trust C
•T. Rowe Price Retirement 2055 Trust C
•T. Rowe Price Retirement 2060 Trust C
•T. Rowe Price Retirement 2065 Trust C
The value of investments may fluctuate with changes in market conditions. The amount of risk varies based on the fund's investment goals and composition. Participants should realize the risk associated with each investment when determining how to invest their contributions.
Participants can change the investment direction for future participant contributions, employer matching contributions, and annual company retirement contributions or reallocate the investment of the existing balance in their participant account at any time, subject to the Trustee's excessive trading guidelines.
Participant accounts: Individual accounts are maintained for each participant in Entergy Savings Plan VI. Each participant's account is credited with the participant's contributions, company matching contributions, and any annual company retirement contributions. As of the close of each business day, participant account balances are updated to reflect account activity and investment fund values. Dividends and interest payments on investments held in the participant’s account are reinvested in the fund that generated the dividends and interest payments.
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EIN 72-1229752 / PN 015
SAVINGS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES VI
Notes to Financial Statements
As of December 31, 2023 and 2022, and for the Year Ended December 31, 2023
Vesting: Participants are fully vested at all times in the before-tax deferral account, after-tax account, the company match account, and the rollover contributions account. Participants become fully vested in their annual company retirement contribution account after three (3) years of vesting service with their Entergy System Company employer. Participants also will receive vesting service credit for their continuous credited service with Nuclear Management Company, L.L.C. and Consumers Energy Company immediately prior to Entergy Nuclear Palisades, L.L.C.’s purchase of Palisades. Participants also will become fully vested in their annual company retirement contribution account if they terminate employment from their Entergy System Company employer after age 65, die, or become totally and permanently disabled, or if the participant’s employment is terminated as a result of a change in control of Entergy Corporation or the participant's Entergy System Company employer. As described in Note 1, Entergy Savings Plan VI was merged into the Entergy Savings Plan, effective as of the close of business on December 31, 2023. Active participants in Entergy Savings Plan VI were fully vested in all of their accounts under Entergy Savings Plan VI which were merged into the Entergy Savings Plan.
In-service withdrawals: While employed, participants may, with certain restrictions, withdraw all or a portion of the value of their after-tax contributions and rollover contributions. Withdrawals may be subject to a 10% premature distribution tax unless the participant is age 59-1/2 or older. A participant who has attained age 59-1/2 may withdraw all or a portion of the value from all sources in Entergy Savings Plan VI in which the participant is vested. A participant may also apply for a hardship withdrawal from the participant's before-tax deferral contributions if the participant satisfies certain financial hardship withdrawal criteria.
Loans to participants: Entergy Savings Plan VI has a loan provision whereby participants who are actively employed may borrow an amount, with a minimum of $1,000, from their eligible account up to a maximum of 50% of the balance of their account or $50,000, whichever is less. The amount borrowed is deducted from the participant's eligible account and repaid with interest based on the prime rate as published in the Wall Street Journal, plus 1%, in accordance with an established schedule. The loan must be repaid within 5 years, or 20 years if for the acquisition of the participant's primary residence. If a participant with an outstanding loan separates from service, the remaining principal balance of the loan is treated as a taxable distribution to the participant unless the amount is repaid in full within a specified period from the date of separation.
Payment of benefits: Participants become eligible to receive a single-sum distribution of the entire vested value of the participant's Entergy Savings Plan VI accounts upon termination of employment, retirement, or death. There are certain provisions regarding deferral of distributions; installment distributions for terminated participants, and retirees; minimum account balances; and required minimum distributions.
Generally, there are tax consequences associated with receiving a distribution from Entergy Savings Plan VI, unless the taxable portion is rolled over to an Individual Retirement Account or an eligible plan which qualifies under Sections 401(a), 403(a), 403(b), 408(a), 408(b), or 457(b) of the IRC. Additionally, a 10% penalty tax for early withdrawal applies, unless the distribution is received after age 59-1/2 or the participant satisfies one of certain other exemptions of the IRC to such tax.
Inactive accounts: Terminated participants and beneficiaries with an account balance greater than $1,000 (including rollovers) are allowed, under the provisions of Entergy Savings Plan VI, to defer receipt of their vested account balance until distributions are required to begin under the provisions of Section 401(a)(9) of the IRC. In addition, Entergy Savings Plan VI includes provisions for terminated participants and beneficiaries to elect to receive benefits in the form of installment payments. The cumulative amount to be distributed to such participants was $95,519 and $41,722,135 as of December 31, 2023 and 2022, respectively.
Forfeiture accounts: Company matching contributions which matched a distributed excess deferral contribution shall be forfeited and credited to Entergy Savings Plan VI's forfeiture account. A participant's unvested annual company retirement contribution account shall be forfeited if the participant terminates employment with the participant's Entergy System Company employer and does not become reemployed by an Entergy System Company
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EIN 72-1229752 / PN 015
SAVINGS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES VI
Notes to Financial Statements
As of December 31, 2023 and 2022, and for the Year Ended December 31, 2023
employer before incurring a five-year break in service. Forfeitures may, at the election of the Employee Benefits Committee, be applied toward plan administration expenses or applied to reduce employer matching contributions or annual company retirement contributions. The forfeiture account held no funds as of December 31, 2023 or 2022. There were no administrative expenses paid out of the forfeiture account during 2023 or 2022. The forfeiture account was not used to reduce employer matching contributions or annual company retirement contributions during 2023 or 2022.
Note 3. Summary of Significant Accounting Policies
Basis of presentation: The accompanying financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (GAAP).
Use of estimates in the preparation of financial statements: The preparation of Entergy Savings Plan VI's financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect reported amounts in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits, such as those regarding fair value. Adjustments to the reported amounts may be necessary in the future to the extent that future estimates or actual results are different from the estimates used in the financial statements.
Master Trust: Entergy Savings Plan VI's investments are held in a bank-administered trust (Master Trust) established by Entergy Corporation and maintained by the Trustee. Entergy Savings Plan VI maintains a divided beneficial interest in each of the investment accounts of the Master Trust. Use of the Master Trust permits the commingling of the trust assets of the Savings Plans of Entergy Corporation and its subsidiaries for investment and administrative purposes.
Investment valuation: Cash and cash equivalents, including money market funds, are valued at cost plus accrued interest which approximates fair value. Common stock and U.S. Treasury fixed income securities are stated at fair value as determined by quoted market prices on the valuation date. Shares of mutual funds are stated at fair value based on quoted market prices, which represent the net asset value of shares held by the Master Trust at year end. Common trust funds are stated at fair value based on a net asset value per share as a practical expedient, as determined by the issuer of the trust fund based on the fair value of the underlying investments. Fixed income debt securities (corporate, government, and securitized) are stated at fair value based on inputs such as benchmark yield, reported trades, broker/dealer quotes, and issuer spreads.
The Master Trust holds investments in fully benefit-responsive investment contracts, which may include guaranteed investment contracts (GICs), synthetic investment contracts (SICs), and separate account contracts (SACs), as part of the Entergy Stable Income Fund (Note 5). GICs, SICs, and SACs are reported at contract value and are presented in the investments of the Master Trust table at contract value, the value at which participants may ordinarily transact (Note 6).
Notes receivable from participants: Notes receivable from participants are valued at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded on the accrual basis.
General administrative expenses: General administrative expenses are paid from an expense pay account, which is funded by deductions from participants’ accounts. To the extent general administrative expenses are not paid from the expense pay account or Entergy Savings Plan VI’s forfeiture account, they are paid by the participating Entergy System Companies and are not recorded in the financial statements.
Risks and uncertainties: Entergy Savings Plan VI utilizes various investment instruments, including common stock, mutual funds, common trust funds, and investment contracts. Investment securities, in general, are exposed to
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EIN 72-1229752 / PN 015
SAVINGS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES VI
Notes to Financial Statements
As of December 31, 2023 and 2022, and for the Year Ended December 31, 2023
various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and those changes could materially affect the amounts reported in the financial statements. There are no reserves against the contract values of the GICs, SICs, or SACs for credit risk of the contract issuers or otherwise. Investment objectives and guidelines addressing investment diversification, quality, maturity, and performance standards prescribed to mitigate the potential credit risk have been established for Entergy Savings Plan VI.
Payment of benefits: Benefits payable for terminations and withdrawals are recorded when paid. This accounting method differs from that required in the Internal Revenue Service (IRS) and Department of Labor Form 5500 (Form 5500), which requires benefits payable to be accrued and charged to net assets in the period the liability arises. As of December 31, 2023 and 2022, benefits payable were $0 and $54,522, respectively. Refer to Note 10 to the Financial Statements for the reconciliation to the Form 5500.
Income recognition: The difference in fair value of the assets in the Master Trust from one period to the next is recognized and included in investment income in the accompanying Statement of Changes in Net Assets Available for Benefits. The investment income also includes realized gains and losses.
Purchases and sales of securities within the Master Trust are accounted for on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Management fees and operating expenses charged to investment options available under Entergy Savings Plan VI are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.
Note 4. Fair Value Measurements
Accounting standards establish a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy establishes the highest priority for unadjusted market quotes in an active market for the identical asset or liability and the lowest priority for unobservable inputs.
The Master Trust classifies its investments as follows:
•Level 1 - Level 1 inputs are unadjusted quoted prices for identical assets or liabilities in active markets that Entergy Savings Plan VI has the ability to access at the measurement date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
•Level 2 - Level 2 inputs are inputs other than quoted prices included in Level 1 that are, either directly or indirectly, observable for the asset or liability at the measurement date. Assets are valued based on prices derived by an independent party that uses inputs such as benchmark yields, reported trades, broker/dealer quotes, and issuer spreads. Prices are reviewed and can be challenged with the independent parties and/or overridden by the Employee Benefits Committee if it is believed such would be more reflective of fair value. Level 2 inputs include the following:
•quoted prices for similar assets or liabilities in active markets;
•quoted prices for identical assets or liabilities in inactive markets;
•inputs other than quoted prices that are observable for the asset or liability; or
•inputs that are derived principally from or corroborated by observable market data by correlation or other means.
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EIN 72-1229752 / PN 015
SAVINGS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES VI
Notes to Financial Statements
As of December 31, 2023 and 2022, and for the Year Ended December 31, 2023
If an asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
•Level 3 - Level 3 refers to securities valued based on significant unobservable inputs.
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table sets forth by level within the fair value hierarchy a summary of the Master Trust's investments measured at fair value on a recurring basis at December 31, 2023.
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| Money market fund | $ | 10,219,604 | $ | — | $ | — | $ | 10,219,604 | ||||||||||||||||||
| Common stock | 294,605,541 | — | — | 294,605,541 | ||||||||||||||||||||||
| Common trust funds (a) | 3,138,269,001 | |||||||||||||||||||||||||
| Brokerage accounts | 44,308,635 | — | — | 44,308,635 | ||||||||||||||||||||||
| Total | $ | 349,133,780 | $ | — | $ | — | $ | 3,487,402,781 | ||||||||||||||||||
The following table sets forth by level within the fair value hierarchy a summary of the Master Trust's investments measured at fair value on a recurring basis at December 31, 2022.
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| Money market fund | $ | 11,296,308 | $ | — | $ | — | $ | 11,296,308 | ||||||||||||||||||
| Common stock | 346,514,463 | — | — | 346,514,463 | ||||||||||||||||||||||
| Common trust funds (a) | 2,612,217,685 | |||||||||||||||||||||||||
| Brokerage accounts: | ||||||||||||||||||||||||||
| Mutual funds | 40,742,201 | — | — | 40,742,201 | ||||||||||||||||||||||
| Total | $ | 398,552,972 | $ | — | $ | — | $ | 3,010,770,657 | ||||||||||||||||||
(a)Common trust funds are not publicly quoted and are valued using net asset value as a practical expedient. Accordingly, these funds are not assigned a level in the fair value hierarchy tables above. The issuer of these funds allows daily trading at the net asset value and trades settle at a later date, with no other trading restrictions.
Note 5. Investment Contracts With Insurance Companies
The Entergy Stable Income Fund of the Master Trust may invest in a diversified portfolio of GICs, SICs, and SACs issued by insurance companies and other financial institutions. All investment contracts held by the Master Trust are effected directly between the Master Trust and the issuer of the contract and are non-transferable. In the case of the SICs, the Trustee is also a party to the contract. The issuer of the GICs accepts a deposit from the trust on behalf of Entergy Savings Plan VI and purchases investments, which are held by the issuer. The issuer is contractually obligated to repay principal and interest at the stated coupon rate to the trust and guarantees liquidity at contract value prior to maturity for permitted participant-initiated withdrawals from the trust. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. SICs are similar to GICs except that the underlying assets of a SIC are placed in a trust with ownership by the Master Trust and a financially responsible third party issues a wrapper contract. The issuer of the wrapper contract provides for unscheduled withdrawals from the contract at contract value, regardless of the value of the underlying
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EIN 72-1229752 / PN 015
SAVINGS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES VI
Notes to Financial Statements
As of December 31, 2023 and 2022, and for the Year Ended December 31, 2023
assets, in order to fund routine permitted participant-initiated withdrawals. SICs provide for a variable crediting rate, which typically resets at least quarterly, and the issuer of the wrapper contract provides assurance that future adjustments to the crediting rate cannot result in a crediting rate less than zero. In most synthetic structures, realized and unrealized gains and losses on the underlying investments typically are not reflected immediately in the net assets of the trust, but rather are amortized either over the time to maturity or the duration of the underlying investments, through adjustments to the future interest crediting rate. The degree of any increase or decrease in the crediting rate will depend in part on the amount of the contract/market value difference as well as the duration and yield of the trust’s portfolio. The crediting rate may also be affected by increases and decreases in the amount of assets underlying a wrapper contract resulting from participant-initiated unitholder contributions to and withdrawals from the trust. SACs share certain attributes of both traditional and synthetic investment contracts. The issuer of the SACs guarantee liquidity at contract value for permitted participant-initiated withdrawals from the trust and provides for a variable crediting rate, not less than zero, based on performance of an underlying portfolio of investments. The issuer accepts a deposit of cash and/or securities from the trust to create the underlying fixed income portfolio. The underlying portfolio holdings are owned by the issuer, but are required to be segregated in a separate account and are designed to be protected from the claims of the issuer’s general creditors in the event of issuer insolvency.
The existence of certain conditions can limit the Master Trust's ability to transact at contract value with the issuers of its investment contracts. Specifically, any event outside the normal operation of Entergy Savings Plan VI which causes a withdrawal from an investment contract may result in a negative market value adjustment with respect to such withdrawal. Such events include, but are not limited to, partial or complete legal termination of Entergy Savings Plan VI, tax disqualification, certain Entergy Savings Plan VI amendments if issuers' consent is not obtained, improper communication to participants, group terminations, group layoffs, early retirement programs, mergers, sales, spin-offs, and bankruptcy. In addition, the issuers of the investment contracts have certain rights to terminate a contract and settle at an amount which differs from contract value under certain circumstances, including, but not limited to, breaches by Entergy Savings Plan VI or the investment manager of their obligations, representations, or warranties under the terms of the contract. Trustee management and the Employee Benefits Committee are not aware of the occurrence of any event outside the normal operation of Entergy Savings Plan VI which is probable to cause a withdrawal from an investment contract at less than contract value.
Note 6. Interest in Master Trust
Use of the Master Trust permits the commingling of the trust assets of the Savings Plans of Entergy Corporation and its subsidiaries for investment and administrative purposes. Although assets are commingled in the Master Trust, the Trustee maintains supporting records for the purpose of recording the equity in net earnings (losses) and the administrative expenses of the investment accounts to the participating plans as well as to individual participant accounts. Equity in an investment account's net earnings is comprised of interest and dividends and realized and unrealized investment gains and losses. The interest and dividends and the net depreciation or appreciation in the fair value of investments are allocated to the individual accounts on a daily basis based upon the individual accounts’ equitable share of the various investment funds that comprise the Master Trust. The total interest of Entergy Savings Plan VI is determined as the sum of the individual account balances of Entergy Savings Plan VI. As of close of business on December 31, 2023, Entergy Savings Plan VI held no interest in the net assets of the Master Trust.
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EIN 72-1229752 / PN 015
SAVINGS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES VI
Notes to Financial Statements
As of December 31, 2023 and 2022, and for the Year Ended December 31, 2023
The Master Trust investments as of December 31, 2023 are as follows:
| Master Trust Balances | ||||||||
| Investments at fair value | ||||||||
| Money market fund | $ | 10,219,604 | ||||||
| Common stock* | 294,605,541 | |||||||
| Common trust funds | 3,138,269,001 | |||||||
| Brokerage accounts | 44,308,635 | |||||||
| Total investments at fair value | 3,487,402,781 | |||||||
| Fully benefit- responsive investment contracts at contract value | 382,705,695 | |||||||
| Total investments | $ | 3,870,108,476 | ||||||
The Master Trust investments and the Entergy Savings Plan VI's interest in the net assets of the Master Trust investments as of December 31, 2022 are as follows:
| Master Trust Balances | Entergy Savings Plan VI's interest in Master Trust Balances | |||||||||||||
| Investments at fair value | ||||||||||||||
| Money market fund | $ | 11,296,308 | $ | 210,521 | ||||||||||
| Common stock* | 346,514,463 | 657,961 | ||||||||||||
| Common trust funds | 2,612,217,685 | 45,978,023 | ||||||||||||
| Brokerage accounts | 40,742,201 | 832,672 | ||||||||||||
| Total investments at fair value | 3,010,770,657 | 47,679,177 | ||||||||||||
| Fully benefit- responsive investment contracts at contract value | 472,435,492 | 8,819,465 | ||||||||||||
| Total investments | $ | 3,483,206,149 | $ | 56,498,642 | ||||||||||
*The common stock consists entirely of Entergy Corporation common stock.
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EIN 72-1229752 / PN 015
SAVINGS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES VI
Notes to Financial Statements
As of December 31, 2023 and 2022, and for the Year Ended December 31, 2023
Investment income in the Master Trust for the year ended December 31, 2023 is summarized as follows:
| Investment income: | ||||||||
| Dividends | $ | 23,173,692 | ||||||
| Net realized and unrealized appreciation of investments | 575,439,157 | |||||||
| Total investment income | $ | 598,612,849 | ||||||
Note 7. Tax Status
The Entergy Savings Plan VI (as amended and restated effective January 1, 2013) obtained its latest determination letter on May 6, 2015, in which the IRS states that the Entergy Savings Plan VI, as then designed, was in compliance with the applicable requirements of the IRC of 1986 as amended. Entergy Savings Plan VI has been amended since receiving the determination letter. However, Entergy Corporation, as Plan Sponsor, believes that Entergy Savings Plan VI is currently designed and operated in compliance with the applicable requirements of the IRC, and Entergy Savings Plan VI and related Master Trust continue to be tax-exempt. Accordingly, no provisions for income taxes have been included in Entergy Savings Plan VI's financial statements.
Note 8. Entergy Savings Plan VI Termination
Although they have not expressed any intent to do so, the participating employers have the right under Entergy Savings Plan VI to discontinue their contributions at any time and the Entergy Corporation Board of Directors (the Board) or the Talent & Compensation Committee of the Board has the right to terminate Entergy Savings Plan VI subject to the provisions of ERISA. In the event that Entergy Savings Plan VI is terminated, subject to conditions set forth in ERISA, Entergy Savings Plan VI provides that all participants will be fully vested and the net assets of Entergy Savings Plan VI will be distributed to participants in proportion to their respective vested interests in such net assets at that date. As described in Note 1, Entergy Savings Plan VI was merged into the Entergy Savings Plan, effective as of the close of business on December 31, 2023, and all assets and participant accounts of Entergy Savings Plan VI were transferred to the Entergy Savings Plan.
Note 9. Related Party Transactions
Certain of the Master Trust investments are shares in funds managed by the Trustee and, therefore, these investments and investment transactions qualify as exempt party-in-interest transactions.
As the Master Trust holds common stock of Entergy Corporation as an investment, these investments and investment transactions also qualify as exempt party-in-interest transactions. The year-end market price of Entergy Corporation common stock was $101.19 per share and $112.50 per share at December 31, 2023 and 2022, respectively. See Note 6 to the financial statements for further discussion of Entergy Savings Plan VI’s interest in the Master Trust including dividend income.
Note 10. Reconciliation to Form 5500
As of December 31, 2023, the Entergy Savings Plan VI had no pending distributions to participants withdrawing all or a portion of their investments from the Entergy Savings Plan VI. As of December 31, 2022, the Entergy Savings Plan VI had $54,522 of pending distributions to participants withdrawing all or a portion of their investments from the Entergy Savings Plan VI. This amount is recorded as a liability in the Entergy Savings Plan VI's Form 5500; however, this amount is not recorded as a liability in the accompanying Statements of Net Assets Available for Benefits, which is in accordance with accounting principles generally accepted in the United States of America.
15
EIN 72-1229752 / PN 015
SAVINGS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES VI
Notes to Financial Statements
As of December 31, 2023 and 2022, and for the Year Ended December 31, 2023
In accordance with the accounting guidance on reporting of fully benefit-responsive investment contracts explained above in Note 3, the Statements of Net Assets Available for Benefits as of December 31, 2023 and 2022 present Entergy Savings Plan VI's interest in the Master Trust at contract value for fully benefit-responsive investment contracts. Entergy Savings Plan VI's Form 5500 Schedule H reports the fair value for fully benefit-responsive investment contracts. The adjustment for the difference in the contract value and the fair value for such contracts is reflected in the table below.
As described in Note 1, Entergy Savings Plan VI was merged into the Entergy Savings Plan, effective as of the close of business on December 31, 2023, and all assets and participant accounts of Entergy Savings Plan VI were transferred to the Entergy Savings Plan.
As of December 31, 2022, the Entergy Savings Plan VI’s net assets available for benefits include participant loans treated as deemed distributions during the plan year; however, these amounts are not reported on the Entergy Savings Plan VI’s Form 5500 as part of the assets of the plan at the end of the plan year.
The following reconciles the net assets available for benefits per the financial statements to the net assets per Entergy Savings Plan VI's Form 5500 as of December 31, 2023 and 2022:
| Net Assets Available for Benefits | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Net assets available for benefits per the financial statements | $ | — | $ | 56,948,367 | ||||||||||
| Adjustment from contract value to fair value for fully benefit-responsive investment contracts | — | (720,813) | ||||||||||||
| Participant loans treated as deemed distributions, including accrued interest | — | (1,591) | ||||||||||||
| Total assets per Form 5500, at fair value | — | 56,225,963 | ||||||||||||
| Benefit claims payable liability | — | (54,522) | ||||||||||||
| Net assets per Form 5500 | $ | — | $ | 56,171,441 | ||||||||||
The following reconciles the decrease in net assets on the Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2023 to the net loss on Entergy Savings Plan VI's Form 5500 for the year ended December 31, 2023:
| Decrease in net assets per the financial statements | $ | (56,948,367) | ||||||
| Reverse: Prior year adjustment from contract value to fair value for fully benefit-responsive investment contracts | 720,813 | |||||||
| Reverse: Prior year benefit claims payable liability | 54,522 | |||||||
| Reverse: Prior year participant loans treated as deemed distributions, including accrued interest | 1,591 | |||||||
| Decrease in net assets per Form 5500 | (56,171,441) | |||||||
| Reverse: Transfer of assets from this plan | 43,759,923 | |||||||
| Net loss per Form 5500 | $ | (12,411,518) | ||||||
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EIN 72-1229752 / PN 015
SAVINGS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES VI
Notes to Financial Statements
As of December 31, 2023 and 2022, and for the Year Ended December 31, 2023
Note 11. Subsequent Events
Subsequent events were evaluated through June 26, 2024, the date the financial statements were available to be issued. There are no subsequent events that require adjustment to or disclosure in the financial statements.
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EIN 72-1229752 / PN 015
SAVINGS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES VI
Notes to Financial Statements
As of December 31, 2023 and 2022, and for the Year Ended December 31, 2023
SIGNATURE
The Entergy Savings Plan VI. Pursuant to the requirements of the Securities and Exchange Act of 1934, the Employee Benefits Committee has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
SAVINGS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES VI | ||
By: /s/ Reginald T. Jackson | ||
Reginald T. Jackson Senior Vice President and Chief Accounting Officer of Entergy Corporation | ||
Dated: June 26, 2024
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-251819 on Form S-8 of our report dated June 26, 2024, relating to the financial statements and supplemental schedule of the Savings Plan of Entergy Corporation and Subsidiaries VI, appearing in this Annual Report on Form 11-K of the Savings Plan of Entergy Corporation and Subsidiaries VI for the year ended December 31, 2023.
/s/ DELOITTE & TOUCHE LLP
New Orleans, Louisiana
June 26 2024
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