hwc-11k_20191231.htm

☒ Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934

☐ Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934

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.

We have audited the accompanying statements of net assets available for benefits of the Hancock Whitney Corporation 401(k) Savings Plan (the Plan) as of December 31, 2019 and 2018, the related statements of changes in net assets available for benefits for the years then ended, 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, 2019 and 2018, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

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.

The supplemental information contained in the Schedule of Assets (Held at End of Year) and Schedule of Reportable Transactions as of and for the year ended December 31, 2019 have been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

HANCOCK WHITNEY CORPORATION 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2019 and 2018

	2019		2018
ASSETS
Cash	$	1,754	$	5,662
Investments, at fair value		386,977,017		301,104,274
Fully benefit-responsive investment contract, at contract value		25,991,826		29,185,972
Notes receivable from participants		6,581,654		6,106,472
Net assets available for Plan benefits	$	419,552,251	$	336,402,380

HANCOCK WHITNEY CORPORATION 401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2019 and 2018

	2019		2018
Additions to net assets attributed to:
Investment income (loss)
Net appreciation (depreciation) in fair value of investments	$	61,085,283	$	(38,542,189	)
Dividends and interest		11,379,444		10,123,795
Total investment income (loss)		72,464,727		(28,418,394	)
Contributions
Employer		15,502,072		14,678,829
Employee		22,332,036		20,604,574
Rollover		2,989,022		3,380,475
Total contributions		40,823,130		38,663,878
Total additions		113,287,857		10,245,484
Deductions from net assets attributed to:
Benefits paid to participants		29,957,688		27,946,684
Administrative expenses		180,298		126,929
Total deductions		30,137,986		28,073,613
Increase (decrease) in net assets available for Plan benefits		83,149,871		(17,828,129	)
Net assets available for Plan benefits
Beginning of year		336,402,380		354,230,509
End of year	$	419,552,251	$	336,402,380

The following description of the Hancock Whitney Corporation 401(k) Savings Plan (the “Plan”) provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan’s provisions.

The Plan is a defined contribution plan established under the provisions of Section 401(a) of the Internal Revenue Code (“IRC”), which includes a qualified cash or deferred arrangement as described in Section 401(k) of the IRC for eligible employees of Hancock Whitney Corporation and its subsidiaries (the “Company” and the “Sponsor”). All full-time and part-time employees of the Company who have completed 60 days of continuous service and are age 18 or older are eligible to participate. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Hancock Whitney Bank, a subsidiary of the Sponsor, serves as the Plan’s Trustee. The Plan is administered by an officer of Hancock Whitney Bank. Empower Retirement, a subsidiary of Great West Trust Company, LLC, serves as the Plan’s record keeper and custodian of its assets.

Eligible employees may elect to defer compensation up to the Internal Revenue Service (“IRS”) limitation of $19,000 for 2019 and $18,500 for 2018. In addition, participants age 50 and over have the option to defer up to an additional $6,000 for 2019 and 2018, through the Plan’s catch-up contribution provisions. The Company offers a safe harbor match of 100 percent of the first 1 percent of compensation deferred by a participant, and 50 percent of the next 5 percent of eligible compensation deferred. Eligible employees who are not participating in the Plan and have not actively opted out of participation are automatically enrolled at an initial 3 percent deferral rate.

In 2017, the Hancock Whitney Corporation Pension Plan and Trust Agreement (the “Pension Plan”), a related benefit plan of the Sponsor, was amended to exclude from eligibility to participate any individual hired or rehired by the Company after June 30, 2017. The Pension Plan amendment further provided that the accrued benefit of each participant in the Pension Plan whose combined age plus years of service as of January 1, 2018 totaled less than 55 were frozen as of January 1, 2018 and will not thereafter increase. The Plan was amended 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 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.

Each participant’s account is credited with the participant’s contributions, the Company’s safe harbor matching contributions, additional basic and/or enhanced contributions, and earnings and losses. Participant accounts are also charged with an allocation of administrative expenses to the extent such expenses are paid by the Plan. All allocations are based on participant earnings or account balances, as defined by the Plan.

The Plan provides benefits based solely upon the amounts contributed to the participant’s account and any income, expenses and gains and losses on investment, which may be allocated to such participant’s account.

The Company’s safe harbor matching contributions and associated earnings or losses vest immediately after the participant has completed two years of service. The Company’s additional basic and enhanced contributions will vest

after the participant has completed three years of service. All participants vest 100 percent upon termination of employment due to death or permanent disability.

Forfeitures of employer matching contributions and allocated earnings and losses thereon are used to reduce employer contributions and Plan expenses. At December 31, 2019 and 2018, the forfeited amounts available for reducing future employer contributions and Plan expenses were $448,810 and $260,861, respectively. During 2019 and 2018, forfeitures totaling $264,273 and $443,025, respectively, were used to reduce employer contributions and Plan expenses.

The Plan allows participants to direct contributions into various investment options. As of December 31, 2019, the Plan’s investment options included mutual funds, fixed annuities, and Hancock Whitney Corporation common stock.

Participants are allowed to borrow from their accounts in amounts ranging from a minimum of $1,000 to a maximum of 50 percent of the account balance, not to exceed $50,000. Loan maturities generally range from 1-5 years with one loan available at any time. The loans are collateralized by the balance in the participant's account and are to bear interest at the prime rate as reported in the Wall Street Journal plus 1 percent or such other rate determined by the Plan Administrator on a uniform and consistent basis. The interest rate on outstanding loan balances ranged between 4.25 percent and 6.50 percent in 2019 and between 4.25 and 6.25 percent in 2018. Principal and interest is paid ratably through payroll deductions. Upon origination of a loan, participants are charged an administrative fee that is reflected in administrative expenses in the statements of changes in net assets available for benefits. Participant loans are presented as notes receivable from participants in the statements of net assets available for plan benefits.

The Plan administrator declares a default if the participant fails to pay any regular installment of principal and interest when due and such failure continues until the last day of the calendar quarter following the quarter in which the failure first occurred. Should a default occur and be continuing, the trustee will report the amount of the principal and accrued interest as a deemed distribution as of the last day of the calendar year in which the default occurs. Management has evaluated participant notes receivable for collectability and has determined that no allowance is considered necessary.

Benefits are generally payable on termination of employment, retirement, attainment of age 59.5, death, or disability. Benefits may be paid by either lump-sum payment, periodic payments over an actuarially determined period, or rolled over into a qualified plan, subject to regulatory requirements. Required minimum distributions are made to participants aged 70.5 in the absence of other distribution elections. Hardship distributions are also available from participants’ elective deferral accounts, subject to regulatory requirements. Distributions from participant rollover sources can be withdrawn at any time.

The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

All Plan investments as of December 31, 2019 and 2018 were held by the Custodian and are reported at contract value or fair value. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals, and administrative expenses. See Note 7 for further discussion of fully-benefit responsive contracts. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Mutual funds and common stock are valued at quoted market prices that represent the value of shares held by the plan at year end. See Note 8 for further discussion and disclosure related to fair value measurements.

Purchases and sales of investments are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Realized and unrealized gains and losses on the Plan’s investments are included in net appreciation (depreciation) in the fair value of investments in the statements of changes in net assets available for benefits.

Participant notes receivable are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis.

Administrative expenses related to record keeping for the Plan are paid by the Plan to an unrelated third-party. Those expenses not paid by the Plan are paid for by the Company, which include all trustee fees to Hancock Whitney Bank. The Plan paid $180,298 and $126,929 for administrative expenses related to the Plan for the years ended December 31, 2019 and 2018, respectively.

The Plan received a favorable determination letter dated March 8, 2018 stating that the Plan is qualified under Section 401 of the IRC and is therefore exempt from federal income taxes. The determination letter applies to Plan amendments through January 25, 2017. Although the Plan was amended subsequent to that date, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with applicable provisions of the IRC.

The Plan had no uncertain tax positions at December 31, 2019 or 2018. If interest and penalties are incurred related to uncertain tax positions, such amounts are recognized in income tax expense.

The Trustee is a subsidiary of Hancock Whitney Corporation. Transactions between the Plan and Trustee, or the Plan and the Sponsor, are considered to be exempt party-in-interest transactions. Mutual fund investments where Hancock Whitney Bank acts as an investment advisor totaled $12,633,856 and $22,126,652 as of December 31, 2019 and 2018, respectively. Additionally, at December 31, 2019 and 2018, the Plan owned $31,809,267 (724,915 shares) and $25,269,912 (729,290 shares), respectively, in Hancock Whitney Corporation common stock. During 2019 and 2018, the Plan recorded $784,670 and $730,985, respectively, in dividend income on Hancock Whitney Corporation common stock. The Plan paid no administrative fees to the Trustee during 2019 and 2018.

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits.

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event that the Plan is terminated, participants would become 100 percent vested in their account.

The Plan offers an investment option of a group annuity contract with Great-West Life & Annuity Insurance Company, a related entity of the Plan’s custodian. The contract is a traditional investment contract. This contract meets the fully benefit-responsive investment contract criteria and therefore is reported at contract value. Contract value is the relevant measure for fully benefit-responsive investment contracts because this is the amount received by participant if they were to initiate permitted transactions under the terms of the Plan. Contract value represents contributions made under each contract, plus earnings, less participant withdrawals, and administrative expenses. As a traditional investment contract, the Plan owns only the contract itself.

The traditional investment contract held by the Plan is a guaranteed investment contract. The contract issuer is contractually obligated to repay the principal and interest at a specified interest rate that is guaranteed to the Plan. The crediting rate is based on a formula established by the contract issuer but may not be less than zero percent. The credit rating is reviewed on a quarterly basis for resetting. The contract does not have a maturity date.

The Plan’s ability to receive amounts due in accordance with the fully benefit-responsive investment contract is dependent upon the third-party issuer’s ability to meet its financial obligations. The issuer’s ability to meet its contractual obligations may be affected by future economic and regulatory developments.

Certain events might limit the ability of the Plan to transact at contract value with the contract issuer. These events may be different under each contract. Examples of such events include, but are not limited to the Plan’s failure to qualify under Section 401(a) of the IRC or the failure of the trust to be tax-exempt under section 501(a) of the IRC; premature termination of the contract; Plan termination or merger; changes to the Plan’s prohibition or competing investment options; and bankruptcy of the Plan Sponsor or other events of the Sponsor, such as divestitures, that significantly affect the Plan’s normal operations.

Management believes that there are no events probable of occurring that might limit the ability of the Plan to transact at contract value with the contact issuer and that also would limit the ability of the Plan to transact at contact value with the participants.

Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC Topic 820 are described as follows:

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The following is a description of the valuation methodologies used for assets measured at fair value on a recurring basis. There have been no changes in the methodologies used at December 31, 2019 and 2018.

Mutual funds: Valued at the closing price reported on the active market on which the individual securities are traded.

Employer securities: These common stocks are valued at the closing price reported on the active market on which the individual securities are traded.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets measured at fair value on a recurring basis as of December 31, 2019 and 2018:

	Level 1		Level 2		Level 3		Total
December 31, 2019
Mutual funds
Fixed income	$	118,937,019	$	—	$	—	$	118,937,019
Equity		236,230,731		—		—		236,230,731
Employer securities		31,809,267		—		—		31,809,267
Total investments at fair value	$	386,977,017	$	—	$	—	$	386,977,017

	Level 1		Level 2		Level 3		Total
December 31, 2018
Mutual funds
Fixed income	$	73,522,816	$	—	$	—	$	73,522,816
Equity		202,311,546		—		—		202,311,546
Employer securities		25,269,912		—		—		25,269,912
Total investments at fair value	$	301,104,274	$	—	$	—	$	301,104,274

The following tables reconcile net assets available for Plan benefits per the audited financial statements to net assets per the Form 5500, and the increase or decrease in net assets available for benefits per the audited financial statements to net income or loss per the Plan’s Form 5500, as of and for the years ended December 31, 2019 and 2018.

	December 31,
	2019			2018
Net assets available for benefits per the financial statements	$	419,552,251		$	336,402,380
Loans deemed distributed		(125,656	)		(63,684	)
Net assets per Form 5500	$	419,426,595		$	336,338,696

	Year Ended December 31,
	2019			2018
Total increase (decrease) in net assets available for benefits per the financial statements	$	83,149,871		$	(17,828,129	)
Change in loans deemed distributed		(61,972	)		(8,310	)
Net income (loss) per Form 5500	$	83,087,899		$	(17,836,439	)

During the first quarter of 2020, the World Health Organization declared the novel coronavirus a pandemic. Financial markets have experienced unprecedented volatility and disruption due to uncertainty surrounding the pandemic. While the overall effect and duration of the economic disruption cannot be estimated with any certainty, significant changes in the valuation of Plan assets have occurred and will likely continue. The economic disruption as a result of the pandemic presents material uncertainty and risk to the Plan, its performance and its financial results and it is difficult to predict with any precision the impact of future changes in the risks on the assets of the Plan.

In accordance with provisions contained in the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Plan suspended required minimum distributions for the remainder of the calendar year ending December 31, 2020. Further, for qualified individuals, the Plan allows for coronavirus-related (1) distributions of up to $100,000 without early-distribution penalty through December 31, 2020; (2) issuance of loans of up to $100,000 or 100% of the participant’s vested account balance through September 22, 2020; and (3) provides a loan repayment suspension option through December 31, 2020.

On January 1, 2020, the Plan adopted certain provisions of the Setting Every Community Up for Retirement Act of 2019 (SECURE Act), resulting in an increase in the participant age for required minimum distribution to 72 and certain changes to the timing of post-death required minimum distributions.

HANCOCK WHITNEY CORPORATION 401(k) SAVINGS PLAN
Employer Identification Number: 64-0693170
Plan Number: 003
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)
December 31, 2019
		(c)
		Description of
		investment including
		maturity date, rate of		(e)
	(b)	interest, collateral, par	(d)	Current
(a)	Identity of issue, borrower, lessor or similar party	or maturity value	Cost**	Value
	AMERICAN FUNDS AMERICAN MUTUAL R5	364,218 Shares		$	15,850,786
	AMERICAN FUNDS EUROPACIFIC GR R5	88,639 Shares			4,920,372
	BLACKROCK HIGH YIELD BOND INSTL	570,996 Shares			4,436,640
	BROWN ADVISORY SM-CP FUNDAMENTAL VAL INV	304,964 Shares			7,788,778
	CAUSEWAY EMERGING MARKETS INST	384,165 Shares			5,009,515
	COHEN & STEERS GLOBAL INFRASTRUCTURE-I	68,509 Shares			1,485,283
	DELAWARE SMALL CAP CORE	25,848 Shares			612,083
	DFA COMMODITY STRATEGY	102,137 Shares			565,840
	FEDERATED EMERGING MARKET DEBT A	82,292 Shares			719,231
	FEDERATED KAUFMANN LARGE CAP INSTL	1,199,659 Shares			34,442,218
	FEDERATED MDT LARGE CAP VALUE INSTL	809,072 Shares			22,662,100
	FEDERATED TOTAL RETURN BOND INSTL	7,104,856 Shares			78,650,759
	FIDELITY CONTRAFUND	4,715,888 Shares			64,654,825
	GOLDMAN SACHS INFL PROTECTED SECS INSTL	125,110 Shares			1,344,933
*	HANCOCK HORIZON BURKENROAD SM CP INSTL	287,055 Shares			10,494,727
*	HANCOCK HORIZON QUANT LONG/SHORT INSTL	82,429 Shares			1,534,834
*	HANCOCK HORIZON INTERNATIONAL MICROCAP FUND	37,302 Shares			604,295
	HARBOR MID CAP VALUE RETIREMENT	166,255 Shares			3,542,888
	LAZARD INTERNATIONAL EQUITY INST	249,455 Shares			4,642,354
	LAZARD INTERNATIONAL STRATEGIC EQ INSTL	431,763 Shares			6,640,521
	MFS MID CAP GROWTH R6	235,697 Shares			5,317,326
	TEMPLETON GLOBAL TOTAL RETURN ADV	114,281 Shares			1,268,514
	TORTOISE MLP & PIPELINE	122,893 Shares			1,532,480
	VANGUARD 500 INDEX ADMIRAL	112,682 Shares			33,594,892
	VANGUARD MID CAP INDEX ADM	104,461 Shares			23,050,422
	VANGUARD SHORT-TERM FEDERAL ADM	320,405 Shares			3,437,949
	VANGUARD SMALL CAP INDEX ADM	132,445 Shares			10,512,133
	VANGUARD TOTAL BOND MARKET INDEX ADM	529,507 Shares			5,851,052
	Subtotal Registered Investment Companies			$	355,167,750
*	HANCOCK WHITNEY CORPORATION COMMON STOCK	724,915 Shares			31,809,267
	Total Investments at Fair Value			$	386,977,017
*	GREAT WEST KEY GUARANTEED PORTFOLIO FUND	25,991,826 units			25,991,826
	Total Investments			$	412,968,843
	Interest-bearing Cash				1,754
*	Notes Receivables from participants	Range of interest rates from 4.25% - 6.50% with maturity dates through 2024			6,581,654
	Total assets available for benefit			$	419,552,251

	* Denotes party-in-interest
	** Cost information is ommitted due to transactions being participant directed.

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other person who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized.



Report of Independent Registered Public Accounting Firm	1


Financial Statements

Statements of Net Assets Available for Benefits	2

Statements of Changes in Net Assets Available for Benefits	3

Notes to Financial Statements	4 – 9

Supplementary Information

Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)	10

Signature	11

Exhibit Index	12


		Hancock Whitney Corporation 401(k) Savings Plan

Date:	June 29, 2020	By:	/s/ Michele Chaffin
			Name: Michele Chaffin
			Title: Plan Administrator


Exhibit No.		Description

23.1*		Consent of Independent Registered Public Accounting Firm


A.	Full title of plan and the address of the plan, if different from that of the issuer named below:


B.	Name of the issuer of the securities held pursuant to the plan and the address of its executive office: