Note 16. Retirement Benefit Plans

The Company offers a qualified defined benefit pension plan, the Hancock Whitney Corporation Pension Plan and Trust Agreement (“Pension Plan”), covering certain eligible associates. Eligibility is based on minimum age and service-related requirements. During the second quarter of 2017, the Pension Plan was amended to exclude any individual hired or rehired by the Company after June 30, 2017 from eligibility to participate. The Pension Plan amendment further provided that the accrued benefits of each participant in the Pension Plan whose combined age plus years of service as of January 1, 2018 totals less than 55 were to be frozen as of January 1, 2018 and not thereafter increase. As a result of the plan amendments, pension assets and the benefit obligations were re-measured as of June 30, 2017. The impact of the amendment to the benefit obligation was a reduction of $17.3 million. The Company makes contributions to this pension plan in amounts sufficient to meet funding requirements set forth in federal employee benefit and tax laws, plus such additional amounts as the Company may determine to be appropriate. The Company was not required to make a contribution to the Pension Plan during 2018 or 2017. During 2018, the Company made a discretionary contribution of $39 million designated to the 2017 plan year as part of its income tax initiatives. Market conditions during the latter part of 2018 resulted in a decline in the Pension Plan’s asset value. The Company made a $100 million discretionary contribution to the Pension Plan during the first quarter of 2019, the timing and amount of which was determined with the intent to optimize investment return. The Company does not anticipate being required to make a contribution, nor does it anticipate making further discretionary contributions to the Pension Plan during 2019.

The Company also offers a defined contribution retirement benefit plan (401(k) plan), the Hancock Whitney Corporation 401(k) Savings Plan and Trust Agreement (“401(k) Plan”), that covers substantially all associates who have been employed 60 days and meet a minimum age requirement and employment classification criteria. The Company matches 100% of the first 1% of compensation saved by a participant, and 50% of the next 5% of compensation saved. Newly eligible associates are automatically enrolled at an initial 3% savings rate unless the associate actively opts out of participation in the plan. The 401(k) Plan was also amended during the second quarter of 2017 for participants whose benefits are frozen under the Pension Plan to add an enhanced Company contribution beginning January 1, 2018, in the amount of 2%, 4% or 6% of such participant’s eligible compensation, based on the participant’s age and years of service with the Company. The 401(k) Plan’s amendment further provided that the Company will contribute to the benefit of those associates of the Company hired or rehired after June 30, 2017 and those associates of the Company never enrolled in the Pension Plan an additional basic contribution in an amount equal to 2% of the associate’s eligible compensation beginning January 1, 2018. Participants will vest in the new basic and enhanced Company contributions upon completion of three years of service.

The Company’s 401(k) plan matching expense totaled $14.6 million, $8.4 million and $7.7 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Certain associates who were designated executive officers of Whitney Holding Company and/or Whitney National Bank before the acquisition by the Company are also covered by an unfunded nonqualified defined benefit pension plan. The benefits under this nonqualified plan were designed to supplement amounts to be paid under the defined benefit plan previously maintained for employees of Whitney Holding Company and/or Whitney National Bank (the “Whitney Pension Plan”), and are calculated using the Whitney Pension Plan’s formula, but without applying the restrictions imposed on qualified plans by certain provisions of the Internal Revenue Code. Accrued benefits under this plan were frozen as of December 31, 2012 in connection with the merger of the Whitney Pension Plan into the Company’s qualified defined benefit pension plan, and no future benefits will be accrued under this plan.

The Company also sponsors defined benefit postretirement plans for certain associates. The Hancock postretirement plans are available only to associates hired by the Company prior to January 1, 2000. The Hancock plans provide health care and life insurance benefits to retiring associates who participate in medical and/or group life insurance benefit plans for active associates and have reached 55 years of age with ten years of service, at the time of retirement. The postretirement health care plan is contributory, with retiree contributions adjusted annually and subject to certain employer contribution maximums.

The Whitney postretirement plans are available only to former employees of Whitney Holding Company and/or Whitney National Bank who meet the eligibility requirements, and offer health care and life insurance benefits for eligible retirees and their eligible dependents. Participant contributions are required under the health plan. These plans restrict eligibility for postretirement health benefits to retirees already receiving benefits as of the date of the plan amendments in 2007 and to those active participants who were eligible to receive benefits as of December 31, 2007 (i.e., were age 55 with ten years of credited service). Life insurance benefits are currently only available to associates who retired before December 31, 2007.

The Company assumed certain trends in health care costs in the determination of the benefit obligations. At December 31, 2018, the plans assumed a 7.5% increase in health costs for 2018, declining to 6.75% uniformly over a four year period, and then following the Getzen model thereafter. At December 31, 2018, the mortality assumption was based on Revised RP-2014 Employee and Healthy Annuitants Bottom Quartile Generational Mortality Table for Males and Females - Projected with Improvement Scale MP-2018. At December 31, 2017, the mortality assumption was based on the Revised RP-2014 Employee Health Annuitants Bottom Quartile Table for Males and Females, with projected improvement MP-2017.

The following tables detail the changes in the benefit obligations and plan assets of the defined benefit plans for the years ended December 31, 2018 and 2017 as well as the funded status of the plans at each year end and the amounts recognized in the Company’s consolidated balance sheets. The Company uses a December 31 measurement date for all defined benefit pension plans and other postretirement benefit plans.



	2018		2017		2018		2017
(in thousands)	Pension Benefits				Other Post- Retirement Benefits
Change in benefit obligation
Benefit obligation:
at beginning of year	$	513,844	$	479,281	$	23,036	$	22,481
Service cost		12,414		15,381		120		129
Interest cost		16,762		16,514		621		668
Plan participants' contributions		—		—		628		636
Plan amendments		—		(17,315)		—		—
Net actuarial gain (loss)		(30,796)		39,419		(6,717)		993
Benefits paid		(20,207)		(19,436)		(1,405)		(1,871)
Benefit obligation, end of year		492,017		513,844		16,283		23,036
Change in plan assets
Fair value of plan assets:
at beginning of year		564,365		515,555		—		—
Actual return on plan assets		(40,491)		68,307		—		—
Employer contributions		40,138		1,132		777		1,235
Plan participants' contributions		—		—		628		636
Benefit payments		(20,207)		(19,436)		(1,405)		(1,871)
Expenses		(1,187)		(1,193)		—		—
Fair value of plan assets, end of year		542,618		564,365		—		—
Funded status at end of year - net asset (liability)	$	50,601	$	50,521	$	(16,283)	$	(23,036)
Amounts recognized in accumulated other comprehensive loss
Unrecognized loss:
at beginning of year	$	102,978	$	115,910	$	(732)	$	(2,078)
Net actuarial loss (gain)		46,492		(12,932)		(6,283)		1,346
Unrecognized (gain) loss at end of year	$	149,470	$	102,978	$	(7,015)	$	(732)

Projected benefit obligation	$	492,017	$	513,844
Accumulated benefit obligation		467,300		489,075
Fair value of plan assets		542,618		564,365

The net funded status of $50.6 million for pension benefits plans includes an excess of plan assets over the benefit obligation of $65.1 million on the defined benefit pension plan, offset by an unfunded benefit obligation of $14.5 million for the nonqualified retirement plan.

The following table shows net periodic benefit cost included in expense and the changes in the amounts recognized in AOCI during 2018, 2017, and 2016.



	Years Ended December 31,
	2018		2017		2016		2018		2017		2016
($ in thousands)	Pension Benefits						Other Post-Retirement Benefits
Net periodic benefit cost
Service cost	$	12,414	$	15,381	$	14,098	$	120	$	129	$	170
Interest cost		16,762		16,514		16,907		621		668		773
Expected return on plan assets		(41,033)		(37,632)		(34,554)		—		—		—
Amortization of net loss/ prior service cost		5,423		5,554		5,783		(434)		(353)		145
Net periodic benefit cost		(6,434)		(183)		2,234		307		444		1,088
Other changes in plan assets and benefit obligations recognized in other comprehensive income, before taxes
Net (loss) gain recognized during the year		(5,423)		(5,554)		(5,783)		434		353		(145)
Net actuarial loss (gain)		51,915		(7,378)		12,128		(6,717)		993		620
Total recognized in other comprehensive income		46,492		(12,932)		6,345		(6,283)		1,346		475
Total recognized in net periodic benefit cost and other comprehensive income	$	40,058	$	(13,115)	$	8,579	$	(5,976)	$	1,790	$	1,563

Discount rate for benefit obligations		4.14%		3.57%		4.10%		4.10%		3.52%		3.95%
Discount rate for net periodic benefit cost		3.57%		4.10%		4.40%		3.52%		3.95%		4.32%
Expected long-term return on plan assets		7.25%		7.25%		7.25%		n/a		n/a		n/a
Rate of compensation increase		scaled *		scaled *		scaled *		n/a		n/a		n/a

* Graded scale, declining from 7.00% at age 20 to 2.00% at age 60

The long term rate of return on plan assets is determined by using the weighted-average of historical real returns for major asset classes based on target asset allocations. The discount rates for the benefit obligation were calculated by matching expected future cash flows to the Findley Pension Discount Curve (AA) in 2018 and the BPSM-AA Only Pension Discount Curve in 2017.

The following table presents expected plan benefit payments over the ten years succeeding December 31, 2018:



(in thousands)	Pension		Post-Retirement		Total
2019	$	21,885	$	1,036	$	22,921
2020		23,009		1,037		24,046
2021		24,077		1,098		25,175
2022		25,168		1,030		26,198
2023		26,085		1,029		27,114
2024-2028		148,547		4,958		153,505
	$	268,771	$	10,188	$	278,959

The expected benefit payments are estimated based on the same assumptions used to measure the Company’s benefit obligations at December 31, 2018.

The estimated amounts of actuarial loss that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next year is $8.9 million.

The following table illustrates the effect on the annual periodic postretirement benefit costs and postretirement benefit obligation of a 1% increase or 1% decrease in the assumed health care cost trend rates from the rates assumed at December 31, 2018:



	1% Decrease		Assumed		1% Increase
(in thousands)	in Rates		Rates		in Rates
Aggregated service and interest cost	$	666	$	741	$	834
Postretirement benefit obligation		14,949		16,281		17,894

The fair values of pension plan assets at December 31, 2018 and 2017, by asset category, are shown in the following tables. The fair value is presented based on the Financial Accounting Standards Board’s fair value hierarchy that prioritizes inputs into the valuation techniques used to measure fair value. Level 1 uses quoted prices in active markets for identical assets, Level 2 uses significant observable inputs, and Level 3 uses significant unobservable inputs. In accordance with Subtopic 820-10 common trust funds are reported at fair value using net asset value per share (or its equivalent) as a practical expedient and are not classified in the fair value hierarchy.

For all investments, the plan attempts to use quoted market prices of identical assets on active exchanges, or Level 1 measurements. Where such quoted market prices are not available, the plan will use quoted prices for similar instruments or discounted cash flows to estimate the value, reported as Level 2.



	December 31, 2018
Fair Value Measurements by Asset Category / Fund		Level 1		Level 2		Level 3	Total
(in thousands)
Cash and equivalents	$	8,643	$	—	$	—	$	8,643
Total cash and cash equivalents		8,643		—		—		8,643

Fixed income securities		19,856		97,025		—		116,881
Mutual fund-fixed income		31,556		—		145		31,701
Total fixed income		51,412		97,025		145		148,582

Domestic and foreign stock		80,813		6		—		80,819
Mutual funds-equity		150,466		—		—		150,466
Total equity		231,279		6		—		231,285
Total assets at fair value		291,334		97,031		145		388,510
Common trust funds (fixed income)		—		—		—		125,706
Common trust fund (real assets)		—		—		—		28,402
Total	$	291,334	$	97,031	$	145	$	542,619



	December 31, 2017
Fair Value Measurements by Asset Category / Fund		Level 1		Level 2		Level 3		Total
(in thousands)
Cash and equivalents	$	5,496	$	—	$	—	$	5,496
Total cash and cash equivalents		5,496		—		—		5,496

Fixed income securities		—		113,169		162		113,331
Mutual fund-fixed income		31,839		—		—		31,839
Total fixed income		31,839		113,169		162		145,170

Domestic and foreign stock		102,416		6		—		102,422
Mutual funds-equity		168,299		—		—		168,299
Total equity		270,715		6		—		270,721
Total assets at fair value		308,050		113,175		162		421,387
Common trust funds (fixed income)		—		—		—		114,068
Common trust fund (real assets)		—		—		—		28,910
Total	$	308,050	$	113,175	$	—	$	564,365

The following table presents the percentage allocation of the plan assets by asset category and corresponding target allocations at December 31, 2018 and 2017.


	Plan Assets				Target Allocation
	at December 31,				at December 31,
Asset category	2018		2017		2018	2017
Cash and equivalents	1	%	1	%	0 - 5%	0 - 5%
Fixed income securities	51		46		35 - 63%	35 - 63%
Equity securities	43		48		35 - 51%	35 - 51%
Real assets	5		5		0 - 12%	0 - 12%
	100	%	100	%

Plan assets are invested in long-term strategies and evaluated within the context of a long-term investment horizon. Plan assets will be diversified across multiple asset classes so as to minimize the risk of large losses. Short-term fluctuations in value will be considered secondary to long-term results. The Company employs a total return approach whereby a diversified mix of asset class investments are used to maximize the long-term return of plan assets for an acceptable level of risk. Risk tolerance is established through careful consideration of the plan liabilities, plan funded status and the Company’s financial condition. The investment performance of the plan is regularly monitored to ensure that appropriate risk levels are being taken and to evaluate returns versus a suitable market benchmark. The benefits investment committee meets periodically to review the policy, strategy, and performance of the plans.