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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
Commission file number 0-10792
Horizon Bancorp
(Exact name of registrant as specified in its charter)
     
Indiana   35-1562417
     
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
515 Franklin Square, Michigan City   46360
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: 219-879-0211
Securities registered pursuant to Section 12(b) of the Act:
     
Title of each class   Name of each exchange on which registered
Common Stock, no par value   The NASDAQ Stock Market, LLC
     
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Exchange Act Yes o No þ
Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K þ
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitions of “accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer o     Accelerated filer o     Non-Accelerated Filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The aggregate market value of the registrant’s common stock held by nonaffiliates of the registrant, based on the average bid price of such stock as of June 30, 2005, the last day of the registrant’s most recently completed second fiscal quarter, was approximately $60,671,760.
As of March 15, 2007, the registrant had 3,228,382 shares of Common Stock outstanding.
Documents Incorporated by Reference
     
    Part of Form 10-K into which
Document   portion of document is incorporated
Portions of the Registrant’s Proxy Statement to be filed for its May 3, 2007 annual meeting of shareholders   III
 
 

 


 

Horizon Bancorp
2006 Annual Report on Form 10-K
Table of Contents
             
        Page  
PART I  
 
       
 
Item 1.       3  
 
Item 1A       12  
 
Item 1B       15  
 
Item 2.       15  
 
Item 3.       16  
 
Item 4.       16  
 
Special Item: Executive Officers of Registrant     17  
 
PART II  
 
       
 
Item 5.       18  
 
Item 6.       19  
 
Item 7.       19  
 
Item 7A.       36  
 
Item 8.       37  
 
Item 9.       76  
 
Item 9A.       76  
 
Item 9B.       76  
 
PART III  
 
       
 
Item 10.       76  
 
Item 11.       77  
 
Item 12.       77  
 
Item 13.       77  
 
Item 14.       77  
 
PART IV  
 
       
 
Item 15.       78  
 
SIGNATURES     79  
 
EXHIBIT INDEX     81  
 Exhibit 10.14
 Exhibit 21
 Exhibit 23
 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32.1
 Exhibit 32.2

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PART I
ITEM 1. BUSINESS
General
Horizon Bancorp (“Horizon” or the “Company”) is a registered bank holding company incorporated in Indiana and headquartered in Michigan City, Indiana. Horizon provides a broad range of banking services in Northwestern Indiana and Southwestern Michigan through its bank subsidiary, Horizon Bank, N.A. (the “Bank”) and other affiliated entities. Horizon operates as a single segment which is commercial banking. Horizon’s Common Stock is traded on the Nasdaq Global Market under the symbol HBNC. The Bank was chartered as a national banking association in 1873 and has operated continuously since that time. The Bank is a full-service commercial bank offering commercial and retail banking services, corporate and individual trust and agency services and other services incident to banking.
On June 10, 2005, Horizon acquired Alliance Financial Corporation and its wholly owned bank subsidiary, Alliance Banking Company (collectively referred to as Alliance). Alliance had three offices in southwest Michigan, and one office in Michigan City, Indiana, $141 million of assets and $117 million of deposits at the date of the acquisition. See Note 2 of the Consolidated Financial Statements for further discussion regarding the acquisition.
On June 1, 2006, the Bank opened a full service branch in Elkhart, Indiana. The Bank maintains thirteen other full service facilities in Northwest Indiana and Southwest Michigan. The Bank also maintains a loan production office in Lake County Indiana. At December 31, 2006, the Bank had total assets of $1,222 million and total deposits of $914 million. The Bank has three wholly-owned subsidiaries: Horizon Trust & Investment Management, N.A. (“Horizon Trust”), Horizon Investments, Inc. (“Horizon Investments”) and Horizon Insurance Services, Inc. (“Horizon Insurance”). Horizon Trust offers corporate and individual trust and agency services and investment management services. Horizon Investments manages the investment portfolio of the Bank. Horizon Insurance offered a full line of personal insurance products until March 2005, at which time the majority of its assets were sold to a third party.
Horizon formed Horizon Statutory Trust I in 2002 (“Trust I”), Horizon Bancorp Capital Trust II in 2004 (“Trust II”) and Horizon Bancorp Capital Trust III in 2006 (“Trust III”) for the purpose of participating in pooled trust preferred securities offerings. The Company assumed additional debentures as the result of the acquisition of Alliance in 2005 which formed Alliance Financial Statutory Trust I (“Alliance Trust”) . See Note 11 of the Consolidated Financial Statements for further discussion regarding these previously consolidated entities that are now reported separately. The business of Horizon is not seasonal to any material degree.
No material part of Horizon’s business is dependent upon a single or small group of customers, the loss of any one or more of whom would have a materially adverse effect on the business of Horizon. In 2006, revenues from loans accounted for 73% of the total consolidated revenue and revenues from investment securities accounted for 14% of total consolidated revenue.
Employees
The Bank, Horizon Trust and Horizon Investments employed approximately 277 full and part-time people as of December 31, 2006. Horizon does not have any employees.
Competition
A high degree of competition exists in all major areas where Horizon engages in business. The Bank’s primary market consists of Porter, LaPorte St. Joseph and Elkhart Counties, Indiana, and Berrien County, Michigan. The Bank competes with commercial banks located in LaPorte County and contiguous counties in Indiana and Michigan, as well as with savings and loan associations, consumer finance companies, and credit unions. To a more moderate extent, the Bank competes with Chicago money center banks, mortgage banking companies, insurance companies, brokerage houses, other institutions engaged in money market financial services and certain government agencies.

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Based on deposits as of June 30, 2006, Horizon was the largest of the 11 bank and thrift institutions in LaPorte County with a 39.12% market share and the fifth largest of the 15 such institutions in Porter County with a 7.50% market share. In Berrien County, Michigan, Horizon was the fourth largest of the 10 bank and thrift institutions with a 7.38% market share. In 2005, Horizon opened new offices in St. Joseph and Elkhart Counties, Indiana. Horizon’s market share of deposits was less than 1.00% in each of these counties. (Source: FDIC Summary of Deposits Market Share Reports, available at www.fdic.gov).
Supervision and Regulation
Horizon is registered as a bank holding company and is subject to the supervision of, and regulation by, the Board of Governors of the Federal Reserve System (“Federal Reserve”) under the Bank Holding Company Act of 1956, as amended (“BHC Act”). The Federal Reserve has issued regulations under the BHC Act requiring a bank holding company to serve as a source of financial and managerial strength to its subsidiary banks. It is the policy of the Federal Reserve that, pursuant to this requirement, a bank holding company should stand ready to use its resources to provide adequate capital funds to its subsidiary banks during periods of financial stress or adversity.
The BHC Act requires the prior approval of the Federal Reserve to acquire more than a 5% voting interest of any bank or bank holding company. Additionally, the BHC Act restricts Horizon’s nonbanking activities to those which are determined by the Federal Reserve to be closely related to banking and a proper incident thereto.
Under the Federal Deposit Insurance Corporation Improvement Act of 1991 (the “FDICIA”), a bank holding company is required to guarantee the compliance of any insured depository institution subsidiary that may become “undercapitalized” (as defined in FDICIA) with the terms of any capital restoration plan filed by such subsidiary with its appropriate federal bank regulatory agency.
Bank holding companies are required to comply with the Federal Reserve’s risk-based capital guidelines. The Federal Deposit Insurance Corporation (the “FDIC”) and the Office of the Comptroller of the Currency (the “OCC”) have adopted risk-based capital ratio guidelines to which depository institutions under their respective supervision are subject. The guidelines establish a systematic analytical framework that makes regulatory capital requirements more sensitive to differences in risk profiles among banking organizations. Risk-based capital ratios are determined by allocating assets and specified off-balance sheet commitments to four risk weighted categories, with higher levels of capital being required for the categories perceived as representing greater risk. As a condition of approval for the Alliance acquisition, the OCC required the Bank to maintain regulatory capital ratios at 100 basis points above the well capitalized minimums. The Bank exceeded the risk-based capital requirements of the FDIC and OCC as of December 31, 2006. For Horizon’s regulatory capital ratios and regulatory requirements as of December 31, 2006, see the information in Management’s Discussion and Analysis of Financial Condition and Results of Operation in Item 7 below, which is incorporated herein by reference.
The Bank is (i) subject to the provisions of the National Bank Act; (ii) supervised, regulated, and examined by the OCC; and (iii) subject to the rules and regulations of the OCC, Federal Reserve, and the FDIC.
The Bank’s deposits are insured to applicable limits by the Federal Deposit Insurance Corporation (“FDIC”). The Federal Deposit Insurance Reform Act of 2005 (the “Reform Act”), which was signed into law in February 2006, has resulted in significant changes to the federal deposit insurance program:
    Effective March 31, 2006, the Bank Insurance Fund (“BIF”) and the Savings Association Insurance Fund (“SAIF”) were merged to create a new fund, called the Deposit Insurance Fund (“DIF”)
 
    The current $100,000 deposit insurance coverage is subject to adjustment for inflation beginning in 2010 and every succeeding five years

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    Deposit insurance coverage for individual retirement accounts and certain other retirement accounts has been increased from $100,000 to $250,000 and also will subject to adjustment for inflation
Pursuant to the Reform Act, the FDIC is authorized to set the reserve ratio for the DIF annually at between 1.15% and 1.5% of estimated insured deposits and the FDIC has been given discretion to set assessment rates according to risk regardless of the level of the fund reserve ratio. On November 2, 2006, the FDIC adopted final regulations that set the designated reserve ratio for the DIF at 1.25% beginning January 1, 2007.
Insured depository institutions that were in existence on December 31, 1996, and paid assessments prior to that date (or their successors) are entitled to a one-time credit against future assessments based on their past contributions to the BIF or SAIF. In 2006, the Bank received a one-time credit of $458,184 against future assessments.
Also on November 2, 2006, the FDIC adopted final regulations that establish a new risk-based premium system. Under the new system, the FDIC will evaluate each institution’s risk based on three primary sources of information: supervisory ratings for all insured institutions, financial ratios for most institutions, and long-term debt issuer ratings for large institutions that have such ratings. An institution’s assessments will be based on the insured institution’s ranking in one of four risk categories. Effective January 1, 2007, well-capitalized institutions with the CAMELS ratings of 1 or 2 are grouped in Risk Category I and will be assessed for deposit insurance at an annual rate of between five and seven cents for every $100 of domestic deposits. Institutions in Risk Categories II, III and IV will be assessed at annual rates of 10, 28 and 43 cents, respectively. An increase in assessments could have a material adverse effect on the Company’s earnings.
FDIC-insured institutions remain subject to the requirement to pay assessments to the FDIC to fund interest payments on bonds issued by the Financing Corporation (“FICO”), an agency of the Federal government established to recapitalize the predecessor to the SAIF. These assessments will continue until the FICO bonds mature in 2017. For the quarter ended December 31, 2006, the FICO assessment rate was equal to 1.24 cents for each $100 in domestic deposits maintained at an institution.
Both federal and state law extensively regulates various aspects of the banking business, such as reserve requirements, truth-in-lending and truth-in-savings disclosures, equal credit opportunity, fair credit reporting, trading in securities and other aspects of banking operations. Branching by the Bank is subject to the jurisdiction and requires notice to or the prior approval of the OCC.
Horizon and the Bank are subject to the Federal Reserve Act, which restricts financial transactions between banks and affiliated companies. The statute limits credit transactions between banks, affiliated companies and its executive officers and its affiliates. The statute prescribes terms and conditions for bank affiliate transactions deemed to be consistent with safe and sound banking practices, and restricts the types of collateral security permitted in connection with a bank’s extension of credit to an affiliate.
The FDICIA accomplished a number of sweeping changes in the regulation of depository institutions and their holding companies. The FDICIA requires, among other things, federal bank regulatory authorities to take “prompt corrective action” with respect to banks that do not meet minimum capital requirements. The FDICIA further directs that each federal banking agency prescribe standards for depository institutions and depository institution holding companies relating to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, management compensation, a maximum ratio of classified assets to capital, minimum earnings sufficient to absorb losses, a minimum ratio of market value to book value of publicly traded shares and such other standards as the agency deems appropriate.
On November 12, 1999, the President signed into law comprehensive legislation that modernizes the financial services industry for the first time in decades. The Gramm-Leach-Bliley Act (“GLBA”) permits

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bank holding companies to conduct essentially unlimited securities and insurance activities, in addition to other activities determined by the Federal Reserve to be related to financial services. As a result of the GLBA, Horizon may underwrite and sell securities and insurance. It may acquire, or be acquired by, brokerage firms and insurance underwriters. Horizon does not anticipate significant changes in its products or services as a result of the GLBA.
The USA PATRIOT Act of 2001 (the “PATRIOT Act”) is intended to strengthen the ability of U.S. Law Enforcement to combat terrorism on a variety of fronts. The PATRIOT Act contains sweeping anti-money laundering and financial transparency laws and requires financial institutions to implement additional policies and procedures with respect to, or additional measures designed to address, any or all the following matters, among others: money laundering, suspicious activities and currency transaction reporting, and currency crimes. Many of the provisions in the PATRIOT Act were to have expired December 31, 2005, but the U.S. Congress authorized renewals that extended the provisions until March 10, 2006. In early March 2006, the U.S. Congress approved the USA PATRIOT Improvement and Reauthorization Act of 2005 (the “Reauthorization Act”) and the USA PATRIOT Act Additional Reauthorizing Amendments Act of 2006 (the “PATRIOT Act Amendments”), and they were signed into law by President Bush on March 9, 2006. The Reauthorization Act makes permanent all but two of the provisions that had been set to expire and provides that the remaining two provisions, which relate to surveillance and the production of business records under the Foreign Intelligence Surveillance Act, will expire in three years. The PATRIOT Act Amendments include provisions allowing recipients of certain subpoenas to obtain judicial review of nondisclosure orders and clarifying the use of certain subpoenas to obtain information from libraries. Horizon does not anticipate that these changes will materially affect its operations.
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The Sarbanes-Oxley Act represents a comprehensive revision of laws affecting corporate governance, accounting obligations and corporate reporting. The Sarbanes-Oxley Act is applicable to all companies with equity or debt securities registered under the Securities Exchange Act of 1934 (the “1934 Act”). In particular, the Sarbanes-Oxley Act establishes: (i) new requirements for audit committees, including independence, expertise and responsibilities; (ii) additional responsibilities regarding financial statements for the Chief Executive Officer and Chief Financial Officer of the reporting company; (iii) new standards for auditors and regulation of audits; (iv) increased disclosure and reporting obligations for the reporting company and their directors and executive officers; and (v) new and increased civil and criminal penalties for violation of the securities laws. Management expects that significant additional efforts and expense will continue to be required to comply with the provisions of the Sarbanes-Oxley Act.
The Fair and Accurate Credit Transactions Act of 2003 (the “FACT Act”) amended the Fair Credit Reporting Act and made permanent certain federal preemptions that form the basis for a national credit reporting system. The FACT Act was also intended to (i) address identity theft, (ii) increase access to credit information, (iii) enhance the accuracy of credit reporting, (iv) facilitate the opt-out by consumers from certain marketing solicitations, (v) protect medical information, and (vi) promote financial literacy. The statute applies to credit reporting agencies (commonly referred to as “credit bureaus”), financial institutions, other users of credit reports and those who furnish information to credit bureaus.
In addition to the matters discussed above, Horizon Bank is subject to additional regulation of its activities, including a variety of consumer protection regulations affecting its lending, deposit, and collection activities and regulations affecting secondary mortgage market activities. The earnings of financial institutions are also affected by general economic conditions and prevailing interest rates, both domestic and foreign, and by the monetary and fiscal policies of the United States Government and its various agencies, particularly the Federal Reserve.
Additional legislative and administrative actions affecting the banking industry may be considered by the United States Congress, state legislatures and various regulatory agencies, including those referred to above. It cannot be predicted with certainty whether such legislative or administrative action will be enacted or the extent to which the banking industry in general or Horizon and its affiliates will be affected.

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BANK HOLDING COMPANY STATISTICAL DISCLOSURES
  I.   DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL
 
      Information required by this section of Securities Act Industry Guide 3 is presented in Management’s Discussion and Analysis as set forth in Item 7 below, herein incorporated by reference.
 
  II.   INVESTMENT PORTFOLIO
  A.   The following is a schedule of the amortized cost and fair value of investment securities available for sale at December 31, 2006, 2005 and 2004:
                                                 
    2006   2005   2004
(In thousands)   Cost   Fair Value   Cost   Fair Value   Cost   Fair Value
     
Available for Sale
                                               
U.S. Treasury and U.S. Government agencies and corporations
  $ 58,595     $ 58,445     $ 72,153     $ 70,367     $ 86,348     $ 85,626  
State and municipal
    81,363       81,800       64,608       65,972       54,881       57,327  
Mortgage-backed securities
    93,591       91,174       119,392       116,020       124,666       124,308  
Collateralized mortgage obligations
    11,215       11,010       22,781       22,153       13,380       13,338  
Corporate notes
    632       649       632       665       632       683  
     
Total investment securities
  $ 245,396     $ 243,078     $ 279,566     $ 275,177     $ 279,907     $ 281,282  
     
  B.   The following is a schedule of maturities of each category of debt securities and the related weighted-average yield of such securities as of December 31, 2006:
                                                                 
                    After One Year     After Five Years        
    One Year or     Through Five     Through Ten        
    Less     Years     Years     After Ten Years  
(In Thousands)   Amount     Yield     Amount     Yield     Amount     Yield     Amount     Yield  
     
Available for Sale                                                                
U.S. Treasury and U.S. Government agency securities (1)
  $ 14,979       4.64 %   $ 9,504       4.31 %   $ 10,250       5.01 %   $ 23,712       5.91 %
Obligations of states and political subdivisions
    1,086       4.04       5,126       4.65       19,000       4.27       56,588       4.24  
Mortgage-backed securities (2)
    1       7.50       26,301       3.96       15,169       4.42       49,703       4.70  
Collateralized mortgage obligations (2)
                  1,782       4.75       716       4.50       8,512       4.68  
Other securities
                                              649       7.58  
 
                                                       
 
Total
  $ 16,066       4.60     $ 42,713       4.16     $ 45,135       4.49     $ 139,164       4.73  
 
                                                       
 
(1)   Fair value is based on contractual maturity or call date where a call option exists
 
(2)   Maturity based upon final maturity date
      The weighted-average interest rates are based on coupon rates for securities purchased at par value and on effective interest rates considering amortization or accretion if the securities were purchased at a premium or discount. Yields are not presented on a tax-equivalent basis.
 
      Excluding those holdings of the investment portfolio in U.S. Treasury securities and other agencies and corporations of the U.S. Government, there were no investments in securities of any one issuer that exceeded 10% of the consolidated stockholders’ equity of Horizon at December 31, 2006.

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III. LOAN PORTFOLIO

A.   Types of Loans — Total loans on the balance sheet are comprised of the following classifications at December 31 for the years indicated.
                                         
(In thousands)   2006   2005   2004   2003   2002
     
Commercial, financial, agricultural and commercial tax-exempt loans
  $ 271,457     $ 273,310     $ 203,966     $ 152,362     $ 111,897  
Mortgage warehouse loans
    112,267       97,729       127,992       126,056       268,452  
Real estate mortgage loans
    222,235       159,312       89,139       67,428       73,910  
Installment loans
    237,875       202,383       142,945       101,872       81,534  
     
 
Total loans
  $ 843,834     $ 732,734     $ 564,042     $ 447,718     $ 535,793  
     
B.   Maturities and Sensitivities of Loans to Changes in Interest Rates — The following is a schedule of maturities and sensitivities of loans to changes in interest rates, excluding real estate mortgage, mortgage warehousing and installment loans, as of December 31, 2006:
                                 
            One        
Maturing or repricing   One Year or   Through   After Five    
(In thousands)   Less   Five Years   Years   Total
     
Commercial, financial, agricultural and commercial tax-exempt loans
  $ 158,013     $ 110,053     $ 3,391     $ 271,457  
      The following is a schedule of fixed-rate and variable-rate commercial, financial, agricultural and commercial tax-exempt loans due after one year. (Variable-rate loans are those loans with floating or adjustable interest rates.)
                 
    Fixed   Variable
(In thousands)   Rate   Rate
     
Total commercial, financial, agricultural and commercial tax-exempt loans due after one year
  $ 63,174     $ 50,270  
C.   Risk Elements
  1.   Nonaccrual, Past Due and Restructured Loans — The following schedule summarizes nonaccrual, past due and restructured loans.
                                         
December 31 (In thousands)   2006   2005   2004   2003   2002
     
a. Loans accounted for on a nonaccrual basis
  $ 2,481     $ 1,822     $ 1,358     $ 1,707     $ 1,217  
b. Accruing loans which are contractually past due 90 days or more as to interest and principal payments
    144       251               176       76  
c. Loans not included in (a) or (b) which are “Troubled Debt Restructuring’s” as defined by SFAS No. 15
                             
     
Totals
  $ 2,625     $ 2,073     $ 1,358     $ 1,883     $ 1,293  
     

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LOAN PORTFOLIO (continued)
The increase in nonaccrual loans in 2006 is primarily due to an increase in commercial real estate loans of $761 thousand. This increase was partially offset by a decrease in mortgage loans and consumer loans of $67 thousand and $36 thousand, respectively. The increase in nonaccrual loans in 2005 is primarily due to nonaccrual loans acquired from Alliance of $389 thousand, an increase in consumer and commercial loans of $44 thousand and $189 thousand, respectively. The decrease in nonaccrual loans in 2004 is primarily due to decreases in consumer loans of $125 thousand and mortgage loans of $337 thousand partially offset by an increase in commercial loans of $112 thousand. The increase in nonaccrual loans in 2003 is primarily due to increases in consumer loans of $89 thousand, mortgage loans of $254 thousand and commercial loans of $146 thousand. The decrease in nonaccrual loans in 2002 is primarily due to a decrease in commercial loans of $868 thousand partially offset by an increase in mortgage loans of $340 thousand.
         
(In thousands)        
Gross interest income that would have been recorded on nonaccrual loans outstanding as of December 31, 2006, in the period if the loans had been current, in accordance with their original terms and had been outstanding throughout the period or since origination if held for part of the period.
  $ 194  
Interest income actually recorded on nonaccrual loans outstanding as of December 31, 2006, and included in net income for the period.
    117  
 
     
Interest income not recognized during the period on nonaccrual loans outstanding as of December 31, 2006.
  $ 77  
 
     
Discussion of Nonaccrual Policy
  1.   From time to time, the Bank obtains information, which may lead management to believe that the collection of payments may be doubtful on a particular loan. In recognition of such, it is management’s policy to convert the loan from an “earning asset” to a nonaccruing loan. Further, it is management’s policy to place a commercial loan on a nonaccrual status when delinquent in excess of 90 days, unless the Loan Committee approves otherwise. The officer responsible for the loan, the senior lending officer and the senior collections officer must review all loans placed on nonaccrual status. The senior collections officer monitors the loan portfolio for any potential problem loans.
 
  2.   Potential Problem Loans
 
      Impaired loans for which the discounted cash flows or collateral value exceeded the carrying value of the loan totaled $1,768,000 and $583,000 at December 31, 2006 and 2005, respectively. The allowance for impaired loans, included in the Bank’s allowance for loan losses totaled $406,000 and $492,000 at those respective dates. The average balance of impaired loans during 2006 and 2005 was $942,000 and $150,000, respectively.
 
  3.   Foreign outstandings
 
      None
 
  4.   Loan Concentrations
 
      As of December 31, 2006, there are no significant concentrations of loans exceeding 10% of total loans. See Item III A above for a listing of the types of loans by concentration.
D. Other Interest-Bearing Assets
There are no other interest-bearing assets as of December 31, 2006, which would be required to be disclosed under Item III C.1 or 2 if such assets were loans.

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IV. SUMMARY OF LOAN LOSS EXPERIENCE
  A.   The following is an analysis of the activity in the allowance for loan losses account:
                                         
(In thousands)   2006   2005   2004   2003   2002
     
LOANS
                                       
Loans outstanding at the end of the period (1)
  $ 843,834     $ 732,734     $ 564,042     $ 447,718     $ 535,793  
Average loans outstanding during the period (1)
    780,555       640,758       514,916       512,441       478,311  
 
(1)   Net of unearned income and deferred loan fees
                                         
ALLOWANCE FOR LOAN LOSSES   2006   2005   2004   2003   2002
     
Balance at beginning of the period
  $ 8,368     $ 7,193     $ 6,909     $ 6,255     $ 5,410  
     
Loans charged-off
                                       
Commercial and agricultural loans
    (23 )     (305 )     (161 )           (244 )
Real estate mortgage loans
            (29 )     (41 )     (226 )     (112 )
Installment loans
    (1,120 )     (1,096 )     (863 )     (758 )     (841 )
     
Total loans charged-off
    (1,143 )     (1,430 )     (1,065 )     (984 )     (1,197 )
     
Recoveries of loans previously charged-off
                                       
Commercial and agricultural loans
    201       161       79       20       90  
Real estate mortgage loans
          2       2       23       24  
Installment loans
    407       364       278       245       303  
     
Total loan recoveries
    608       527       359       288       417  
     
Net loans charged-off
    (535 )     (903 )     (706 )     (696 )     (780 )
Provision charged to operating expense
    905       1,521       990       1,350       1,625  
Acquired through acquisition
          557                    
     
Balance at the end of the period
  $ 8,738     $ 8,368     $ 7,193     $ 6,909     $ 6,255  
     
Ratio of net charge-offs to average loans outstanding for the period
    (.07 )%     (.14 )%     (.14 )%     (.14 )%     (.16 )%
     
  B.   The following schedule is a breakdown of the allowance for loan losses allocated by type of loan and the percentage of loans in each category to total loans.
 
      Allocation of the Allowance for Loan Losses at December 31 (thousands)
                                                                                 
    2006   2005   2004   2003   2002
            % of           % of           % of           % of           % of
            Loans           Loans to           Loans           Loans to           Loans to
    Allowance   to Total   Allowance   Total   Allowance   to Total   Allowance   Total   Allowance   Total
    Amount   Loans   Amount   Loans   Amount   Loans   Amount   Loan   Amount   Loans
     
Commercial, financial and agricultural
  $ 2,987       32 %   $ 2,733       37 %   $ 2,469       36 %   $ 1,829       28 %   $ 1,732       21 %
Real estate mortgage
    768       27       585       22       808       16       834       12       712       14  
Mortgage warehousing
    1,762       13       1,958       13       2,029       23       2,445       37       2,007       50  
Installment
    3,181       28       2,958       28       1,860       25       1,524       23       1,574       15  
Unallocated
    40             134             27             277             230        
     
 
                                                                               
Total
  $ 8,738       100 %   $ 8,368       100 %   $ 7,193       100 %   $ 6,909       100 %   $ 6,255       100 %
     
      In 1999, Horizon began a mortgage warehousing program. This program is described in Management’s Discussion and Analysis of Financial Condition and Results of Operation in Item 7 below and in the Notes to the Financial Statements in Item 8 below, which are incorporated herein by reference. The greatest risk related to these loans is transaction and fraud risk. During 2006, Horizon processed over $2.3 billion in mortgage warehouse loans.

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  V.   DEPOSITS
 
      Information required by this section is found in Management’s Discussion and Analysis of Financial Condition and Results of Operation in Item 7 below and in the Consolidated Financial Statements and related notes in Item 8 below, which are incorporated herein by reference.
 
  VI.   RETURN ON EQUITY AND ASSETS
 
      Information required by this section is found in Management’s Discussion and Analysis of Financial Condition and Results of Operation in Item 7 below and in the Consolidated Financial Statements and related notes in Item 8 below, which are incorporated herein by reference.
 
  VII.   SHORT-TERM BORROWINGS
 
      The following is a schedule of statistical information relative to securities sold under agreements to repurchase which are secured by U.S. Treasury and U.S. Government agency securities and mature within one year. There were no other categories of short-term borrowings for which the average balance outstanding during the period was 30 percent or more of stockholders’ equity at the end of the period.
                 
December 31 (thousands)   2006   2005
     
Outstanding at year end
  $ 38,642     $ 35,824  
Approximate weighted-average interest rate at year-end
    3.09 %     2.54 %
Highest amount outstanding as of any month-end during the year
  $ 40,179     $ 35,868  
Approximate average outstanding during the year
  $ 35,334     $ 26,430  
Approximate weighted-average interest during the year
    2.91 %     1.97 %

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FORWARD-LOOKING STATEMENTS AND RISK FACTORS
A cautionary note about forward-looking statements: In its oral and written statements, Horizon from time to time includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can include statements about estimated cost savings, plans and objectives for future operations and expectations about Horizon’s financial and business performance as well as economic and market conditions. They often can be identified by the use of words like “expect,” “may,” “could,” “intend,” “project,” “estimate,” “believe” or “anticipate.”
Horizon may include forward-looking statements in filings with the Securities and Exchange Commission (“SEC”), such as this Form 10-K, in other written materials, and in oral statements made by senior management to analysts, investors, representatives of the media, and others. It is intended that these forward-looking statements speak only as of the date they are made, and Horizon undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the forward-looking statement is made or to reflect the occurrence of unanticipated events.
By their nature, forward-looking statements are based on assumptions and are subject to risks, uncertainties, and other factors. You are cautioned that actual results may differ materially from those contained in the forward-looking statement. The discussion in Management’s Discussion and Analysis of Financial Condition and Results of Operation in Item 7 of this Form 10-K lists some of the factors that could cause Horizon’s actual results to vary materially from those expressed in or implied by any forward-looking statements. Your attention is directed to this discussion.
Other risks and uncertainties that could affect Horizon’s future performance are set forth immediately below in Item 1A — Risk Factors
ITEM 1A. RISK FACTORS
As a financial institution, we are subject to a number of types of risks. Although we undertake a variety of efforts to manage and control those risks, many of the risks are outside of our control. Among the risks we face are the following:
    credit risk: the risk that loan customers or other parties will be unable to perform their contractual obligations;
 
    market risk: the risk that changes in market rates and prices will adversely affect our financial condition or results of operation;
 
    liquidity risk: the risk that Horizon or the Bank will have insufficient cash or access to cash to meet its operating needs; and
 
    operational risk: the risk of loss resulting from inadequate or failed internal processes, people and systems, or external events.
Investors should consider carefully these risks and the other risks and uncertainties described below. Any of the following risks could materially adversely affect our business, financial condition or operating results which could cause our stock price to decline. The risks and uncertainties described below are not, however, the only ones that we may face. Additional risks and uncertainties not currently known to us, or that we currently believe are not material, could also materially adversely affect our business, financial condition or operating results.
Our financial performance may be adversely impacted if we are unable to continue to grow our commercial and consumer loan portfolios, obtain low-cost funds and compete with other providers of financial services.
Our ability to maintain our history of record earnings year after year will depend, in large part, on our ability to continue to grow our commercial and consumer loan portfolios and obtain low-cost funds. During 2005 and 2006, we focused on increasing consumer loans, and we intend to continue to emphasize and grow consumer, as well as commercial types of loans in the foreseeable future. This represented a shift in our emphasis from 2002 and 2003 when we focused on mortgage banking services, which generated a large portion of our income during those years.

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We have also funded our growth with low-cost consumer deposits, and our ability to sustain our growth will depend in part on our continued success in attracting such deposits or finding other sources of low-cost funds.
Another factor in maintaining our history of record earnings will be our ability to expand our scope of available financial services to our customers in an increasingly competitive environment. In addition to other banks, our competitors include credit unions, securities dealers, brokers, mortgage bankers, investment advisors, and finance and insurance companies. Competition is intense in most of our markets. We compete on price and service with our competitors. Competition could intensify in the future as a result of industry consolidation, the increasing availability of products and services from nonbanks, greater technological developments in the industry, and banking reform.
Our commercial and consumer loans expose us to increased credit risks.
We have a large percentage of commercial and consumer loans. Commercial loans generally have greater credit risk than residential mortgage loans because repayment of these loans often depends on the successful business operations of the borrowers. These loans also typically have much larger loan balances than residential mortgage loans. Consumer loans generally involve greater risk than residential mortgage loans because they are unsecured or secured by assets that depreciate in value. Although we undertake a variety of underwriting, monitoring and reserving protections with respect to these types of loans, there can be no guarantee that we will not suffer unexpected losses.
Changes in market interest rates could adversely affect our financial condition and results of operations.
Our financial condition and results of operations are significantly affected by changes in market interest rates. Our results of operations depend substantially on our net interest income, which is the difference between the interest income that we earn on our interest-earning assets and the interest expense that we pay on our interest-bearing liabilities. Our profitability depends on our ability to manage our assets and liabilities during periods of changing market interest rates. If rates increase rapidly as a result of an improving economy, we may have to increase the rates paid on our deposits and borrowed funds more quickly than loans and investments reprice, resulting in a negative impact on interest spreads and net interest income. The impact of rising rates could be compounded if deposit customers move funds from savings accounts to higher rate certificate of deposit accounts. Conversely, should market interest rates fall below current levels, our net interest margin could also be negatively affected, as competitive pressures could keep us from further reducing rates on our deposits, and prepayments and curtailments on assets may continue. Such movements may cause a decrease in our interest rate spread and net interest margin, and therefore, decrease our profitability.
We also are subject to reinvestment risk associated with changes in interest rates. Changes in interest rates may affect the average life of loans and mortgage-related securities. Increases in interest rates may decrease loan demand and/or may make it more difficult for borrowers to repay adjustable rate loans. Decreases in interest rates often result in increased prepayments of loans and mortgage-related securities, as borrowers refinance their loans to reduce borrowing costs. Under these circumstances, we are subject to reinvestment risk to the extent that we are unable to reinvest the cash received from such prepayments in loans or other investments that have interest rates that are comparable to the interest rates on existing loans and securities.
An economic slowdown in Northwestern Indiana and Southwestern Michigan could affect our business.
Our primary market area for deposits and loans consists of LaPorte and Porter Counties in Northwestern Indiana and Berrien County in Southwestern Michigan. An economic slowdown in these areas could hurt our business. Possible consequences of such a downturn could include the following:
    increases in loan delinquencies and foreclosures;
 
    declines in the value of real estate and other collateral for loans; and
 
    a decline in the demand for our products and services.

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We are subject to increased regulatory capital requirements.
As a condition to the approval of our acquisition of Alliance Financial Corporation in 2005, the OCC, our primary regulator, required us to maintain regulatory capital ratios at 100 basis points above the well capitalized minimums. This could affect our ability to compete with other financial institutions not required to maintain these higher capital levels by limiting our ability to grow assets. The OCC has not told us when these increased capital requirements will be lifted, but as of December 31, 2006, we exceeded these heightened capital requirements.
If we are required to change the classification of our mortgage warehouse loans for capital purposes, this could restrict the capital we have available for further growth.
We purchase home mortgages from mortgage companies under warehouse agreements whereby the mortgage company has the right to repurchase the loan. We have historically classified these loans as “home mortgage loans” for call report and regulatory capital purposes as opposed to treating them as “other loans.” During the course of a routine, periodic examination by bank regulatory authorities commenced in February 2003, the examination personnel raised the issue of whether our mortgage warehouse loans should be treated as “other loans” for call report purposes. We submitted a position statement to the regulators in 2003 substantiating our classification of these loans and had various follow-up conversations with them thereafter. The regulatory authorities have never required us to change the classification of these loans, and we believe the matter is resolved; although the regulatory authorities have never told us this matter is settled and recently informed us that they are still considering the issue. If we are required to change our treatment of these loans, it will change our calculations for risk-based capital and reduce our risk-based capital ratios which may restrict our ability to grow our assets.
Because our stock is thinly traded, it may be more difficult for you to sell your shares or buy additional shares when you desire to do so and the price may be volatile.
Although our common stock has been listed on the NASDAQ Capital Market since December 2001 and since February 1, 2007, has been listed on NASDAQ Global Market, our common stock is thinly traded. Average daily trading volume during 2006 was only 3,476 shares. The prices of thinly traded stocks, such as ours, are typically more volatile than stocks traded in a large, active public market and can be more easily impacted by sales or purchases of large blocks of stock. Thinly traded stocks are also less liquid, and because of the low volume of trades, you may be unable to sell your shares when you desire to do so.
The preparation of our financial statements requires the use of estimates that may vary from actual results.
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make significant estimates that affect the financial statements. One of our most critical estimates is the level of the allowance for loan losses. Due to the inherent nature of these estimates, we cannot provide absolute assurance that we will not have to increase the allowance for loan losses and/or sustain loan losses that are significantly higher than the provided allowance.
Our mortgage warehouse and indirect lending operations are subject to a higher fraud risk than our other lending operations.
We buy loans originated by mortgage bankers and automobile dealers. Because we must rely on the mortgage bankers and automobile dealers in making and documenting these loans, there is an increased risk of fraud to us on the part of the third-party originators and the underlying borrowers. In order to guard against this increased risk, we perform investigations on the loan originators we do business with, and we review the loan files and loan documents we purchase to attempt to detect any irregularities or legal noncompliance. However, there is no guarantee that our procedures will detect all cases of fraud or legal noncompliance.

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We are subject to extensive regulation and changes in laws, regulations and policies could adversely affect our business.
Our operations are subject to extensive regulation by federal agencies. See “Supervision and Regulation” in the description of our Business in Item 1 above for detailed information on the laws and regulations to which we are subject. Changes in applicable laws, regulations or regulator policies could materially affect our business. The likelihood of any major changes in the future and their effects are impossible to determine.
Our inability to continue to accurately process large volumes of transactions could adversely impact our business and financial results.
In the normal course of business, we process large volumes of transactions. If systems of internal control should fail to work as expected, if systems are used in an unauthorized manner, or if employees subvert the system of internal controls, significant losses could result.
We process large volumes of transactions on a daily basis and are exposed to numerous types of operational risk. Operational risk resulting from inadequate or failed internal processes, people and systems includes the risk of fraud by persons inside or outside the company, the execution of unauthorized transactions by employees, errors relating to transaction processing and systems, and breaches of the internal control system and compliance requirements. This risk of loss also includes the potential legal actions that could arise as a result of the operational deficiency or as a result of noncompliance with applicable regulatory standards.
We establish and maintain systems of internal operational controls that provide us with timely and accurate information about our level of operational risk. While not foolproof, these systems have been designed to manage operational risk at appropriate, cost-effective levels. Procedures exist that are designed to ensure that policies relating to conduct, ethics, and business practices are followed. From time to time, losses from operational risk may occur, including the effects of operational errors.
While we continually monitor and improve the system of internal controls, data processing systems, and corporate-wide processes and procedures, there can be no assurance that future losses will not occur.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
The main office of Horizon and the Bank is located at 515 Franklin Square, Michigan City, Indiana. The building located across the street from the main office of Horizon and the Bank, at 502 Franklin Square, houses the credit administration, operations, facilities and purchasing and information technology departments of the Bank. In addition to these principal facilities, the Bank has 14 sales offices located at:
3631 South Franklin Street, Michigan City, Indiana
113 W. First St., Wanatah, Indiana
1500 W. Lincolnway, LaPorte, Indiana
423 South Roosevelt Street, Chesterton, Indiana
4208 N. Calumet, Valparaiso, Indiana
2650 Willowcreek Road, Portage, Indiana
233 East 84th Drive, Merrillville, Indiana
811 Ship Street, St. Joseph, Michigan
2608 Niles Road, St. Joseph, Michigan
233 South Main Street, South Bend, Indiana
1909 East Bristol Street, Elkhart, Indiana

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500 West Buffalo Street, New Buffalo, Michigan
13696 Redarrow Highway, Harbert, Michigan
6801 West U.S. 12 Three Oaks, Michigan
Horizon owns all of the facilities, except for the South Bend and Merrillville, Indiana offices, which are leased from third parties.
ITEM 3. LEGAL PROCEEDINGS
No material pending legal proceedings, other than ordinary routine litigation incidental to the business to which Horizon or any of its subsidiaries is a party or of which any of their property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of Horizon’s stockholders during the fourth quarter of the 2006 fiscal year.

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SPECIAL ITEM: EXECUTIVE OFFICERS OF REGISTRANT
             
Robert C. Dabagia
    68     Chairman of Horizon since 1998; Chief Executive Officer of Horizon and the Bank until July 1, 2001.
 
           
Craig M. Dwight
    50     Chairman and Chief Executive Officer of the Bank since January 2003; President and Chief Executive Officer of Horizon and the Bank since July 1, 2001; President and Chief Administrative Officer of Horizon and President of the Bank since 1998.
 
           
Thomas H. Edwards
    54     President and Chief Operating Officer of the Bank since January 2003; Executive Vice President and Senior Lender of Horizon and the Bank since 1999.
 
           
James H. Foglesong
    61     Chief Financial Officer of Horizon and the Bank since January 2001; Executive Vice President and Chief Financial Officer, Security Financial Bancorp since 1995.
 
           
James D. Neff
    47     Executive Vice President-Mortgage Banking of Horizon Bank since January 2004; Senior Vice President, Horizon Bank since October 1999.

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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
There were no purchases by the Company of its common stock during the fourth quarter.
The Securities and Exchange Commission requires Horizon to include a line graph comparing Horizon’s cumulative five-year total shareholder returns on the Common Shares with market and industry returns over the past five years. SNL Financial LC prepared the following graph. The return represented in the graph assumes the investment of $100 on January 1, 2002, and further assumes reinvestment of all dividends. The Common Shares began trading on the NASDAQ Global Market February 1, 2007. Prior to that date, the Common Shares were traded on the NASDAQ Capital Market.
Horizon Bancorp
Total Return Performance
(PERFORMANCE GRAPH)
                                                                 
 
        Period Ending  
  Index     12/31/01     12/31/02     12/31/03     12/31/04     12/30/05     12/31/06  
 
Horizon Bancorp
      100.00         118.43         188.36         187.86         186.27         198.01    
 
Russell 2000
      100.00         79.52         117.09         138.55         144.86         171.47    
 
SNL Bank $1B-$5B
      100.00         115.44         156.98         193.74         190.43         220.36    
 
The SNL $500 million to $1 billion index was dropped this year as Horizon no longer falls within this size range. The index value for this index at December 31, 2006 was 247.44.
The other information regarding Horizon’s common stock is included under the caption “Horizon’s Common Stock and Related Stockholders’ Matters” in Item 8 below, which is incorporated by reference.

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ITEM 6. SELECTED FINANCIAL DATA
The information required under this item is incorporated by reference to the information appearing under the caption “Summary of Selected Financial Data” in Item 8 of this Form 10-K.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Horizon Bancorp and Subsidiaries
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

(Table Dollar Amounts in Thousands)
Overview
Throughout 2006, Horizon’s net interest margin declined as the cost of funds increased faster than the yield on earning assets. Cost of funds was impacted by competitive rate pressure for deposits and certificates of deposit renewing at higher rates. The yield on earning assets was hampered by a lack of commercial loan growth. Commercial loans carry higher yields than mortgage and consumer loans. Commercial loan growth was negatively impacted by the pay off of approximately $30 million of loans. The net interest margin declined from 3.27% in 2005 to 3.05% in 2006. This 22 basis point decline had the impact of reducing net interest income by approximately $2.3 million.
Mortgage loans outstanding grew $63 million and mortgage loans originated and sold totaled $96 million, which is comparable to the prior year. Mortgage activity at Horizon continued strong despite the general slow down in residential mortgage activity nationwide. Indirect consumer loan activity continued strong as well, pushing total consumer loans to $238 million, an increase of $36 million from the prior year. Restructuring was completed in the investment portfolio. Throughout the year $764 thousand of losses were taken and the investment portfolio yield was improved by 60 basis points.
Asset growth was funded by an increase of $58 million in deposits and a $28 million increase in borrowed funds.
Critical Accounting Policies
Horizon has established various accounting policies, which govern the application of accounting principles generally accepted in the United States in the preparation the Company’s financial statements. The significant accounting policies of the Company are described in the notes to the consolidated financial statements included in Part II, Item 8 on Form 10-K. Certain of these policies are important to the portrayal of the Company’s financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Management has identified the following as critical accounting policies:
Allowance for Loan Losses
The allowance for loan losses, which is established through the provision for loan losses, is based on management’s evaluation of the level of allowance required in relation to the estimated loss exposure in the loan portfolio. Management believes the allowance for loan losses is a significant estimate and therefore evaluates it for adequacy each quarter. Management considers factors such as previous loss experience, the size and composition of the loan portfolio, current economic and real estate market conditions, the performance of individual loans in relation to contract terms, and estimated fair value of collateral that secures the loans. The use of different estimates or assumptions could produce a different allowance for loan losses. Additional discussion regarding the allowance for loan losses is included in the commentary on “Loans” in the following Analysis of Financial Condition.

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Goodwill and Intangible Assets
Management believes that the accounting for goodwill and other intangible assets also involves a higher degree of judgment than most other significant accounting policies. Statement of Financial Accounting Standard (SFAS) No. 142, “Accounting for Goodwill and Other Intangible Assets,” establishes standards for the amortization of acquired intangible assets and impairment assessment of goodwill. At December 31, 2006, Horizon had core deposit intangibles of $2.412 million subject to amortization and $5.787 million of goodwill, which was not subject to amortization. Goodwill arising from business combinations represents the value attributable to unidentifiable intangible assets in the business acquired. Horizon’s goodwill relates to the value inherent in the banking industry and that value is dependent upon the ability of Horizon to provide quality, cost effective banking services in a competitive marketplace. The goodwill value is supported by revenue that is in part driven by the volume of business transacted. A decrease in earnings resulting from a decline in the customer base or the inability to deliver cost effective services over sustained periods can lead to impairment of goodwill that could adversely impact earnings in future periods. SFAS No. 142 requires an annual evaluation of goodwill for impairment. The evaluation of goodwill for impairment requires the use of estimates and assumptions. Horizon has concluded that the recorded value of goodwill is not impaired.
Mortgage Servicing Rights
Servicing assets are recognized as separate assets when rights are acquired through purchase or through the sale of financial assets on a servicing-retained basis. Capitalized servicing rights are amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. Servicing assets are evaluated regularly for impairment based upon the fair value of the rights as compared to amortized cost. Impairment is determined by stratifying servicing rights by predominant characteristics, such as interest rates, original loan terms and whether the loans are fixed or adjustable rate mortgages. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. When the book value of an individual stratum exceeds its fair value, an impairment reserve is recognized so that each individual stratum is carried at the lower of its amortized book value or fair value. In periods of falling market interest rates, accelerated loan prepayment speeds can adversely impact the fair value of these mortgage-servicing rights relative to their book value. In the event that the fair value of these assets was to increase in the future, Horizon can recognize the increased fair value to the extent of the impairment allowance but cannot recognize an asset in excess of its amortized book value. Future changes in management’s assessment of the impairment of these servicing assets, as a result of changes in observable market data relating to market interest rates, loan prepayment speeds, and other factors, could impact Horizon’s financial condition and results of operations either positively or adversely.

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Analysis of Financial Condition
Investment Securities
Horizon maintains a high quality investment portfolio with low credit risk. Investment securities totaled $243.078 million at December 31, 2006, and consisted of U S. Treasury and Government Agency securities of $58.445 million (24.0)%; Municipal securities of $81.800 million (33.7)%; Mortgage-backed securities of $91.174 million (37.5)%; collateralized mortgage obligations of $11.010 million (4.5)%; and corporate securities of $649 thousand (.3)%.
As indicated above, 42.0% of the investment portfolio consists of mortgage-backed securities and collateralized mortgage obligations. These instruments are secured by residential mortgages of varying maturities. Principal and interest payments are received monthly as the underlying mortgages are repaid. These payments also include prepayments of mortgage balances as borrowers either sell their homes or refinance their mortgages. Therefore, mortgage-backed securities and collateralized mortgage obligations have maturities that are stated in terms of average life. The average life is the average amount of time that each dollar of principal is expected to be outstanding. As of December 31, 2006, the mortgage-backed securities and collateralized mortgage obligations in the investment portfolio had an average life of 4.05 years. Securities that have interest rates above current market rates are purchased at a premium. These securities may experience a significant increase in prepayments when lower market interest rates create an incentive for the borrower to refinance the underlying mortgage. This may result in a decrease of current income, however, this risk is mitigated by a shorter average life. Management currently believes that prepayment risk on these securities is nominal.
At December 31, 2006 and 2005, all investment securities were classified as available for sale. Securities classified as available for sale are carried at their fair value, with both unrealized gains and losses added or subtracted, net of tax, directly to stockholders’ equity. This accounting method adds potential volatility to stockholders’ equity, but net income is not affected unless securities are sold. Net depreciation on these securities totaled $2.318 million, which resulted in a $1.507 million reduction, net of tax, to stockholders’ equity at December 31, 2006. This compared to a $2.853 million, net of tax, addition in stockholders’ equity at December 31, 2005.
As a member of the Federal Reserve and Federal Home Loan Bank system, Horizon is required to maintain an investment in the common stock of each entity. The investment in common stock is based on a predetermined formula. At December 31, 2006, Horizon has investments in the common stock of the Federal Reserve and Federal Home Loan Bank totaling $12.136 million compared to $12.983 million at December 31, 2005.
At December 31, 2006, Horizon does not maintain a trading account and is not using any derivative products for hedging or other purposes.

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Loans
Total loans, the principal earning asset of the Bank, were $843.834 million at December 31, 2006. The current level of loans is an increase of 15.2% from the December 31, 2005, level of $732.734 million. As the table below indicates, the increase is related to growth in all lending areas except for commercial loans, which declined during 2006.
                                 
                    Dollar   Percent
December 31   2006   2005   Change   Change
 
Real estate loans
                               
1 – 4 family
  $ 214,031     $ 152,818     $ 61,213       40.06 %
Other
    8,204       6,494       1,710       26.33  
             
Total
    222,235       159,312       62,923       39.50  
             
 
                               
Commercial loans
                               
Working capital and equipment
    128,500       130,410       (1,910 )     (1.46 )
Real estate, including agriculture
    131,103       128,240       2,863       2.23  
Tax exempt
    3,861       2,529       1,332       52.67  
Other
    7,993       12,131       (4,138 )     (34.11 )
             
Total
    271,457       273,310       (1,853 )     (0.68 )
             
 
                               
Consumer loans
                               
Auto
    125,542       96,421       29,121       30.20  
Recreation
    8,862       7,708       1,154       14.97  
Real estate/home improvement
    43,590       40,968       2,622       6.40  
Home equity
    54,527       52,129       2,398       4.60  
Unsecured
    1,979       1,918       61       3.18  
Other
    3,375       3,239       136       4.20  
             
Total
    237,875       202,383       35,492       17.53  
             
 
                               
Mortgage warehouse loans
                               
Prime
    53,547       48,571       9,460       19.48  
Sub-Prime
    58,720       49,158       5,078       10.33  
             
Total
    112,267       97,729       14,538       14.88  
             
 
                               
Grand total
  $ 843,834     $ 732,734     $ 111,100       15.16 %
             
The acceptance and management of credit risk is an integral part of the Bank’s business as a financial intermediary. The Bank has established underwriting standards including a policy that monitors the lending function through strict administrative and reporting requirements as well as an internal loan review of consumer and small business loans. The Bank also uses an independent third-party loan review function that regularly reviews asset quality.
Real Estate Loans
Real estate loans totaled $222.235 million or 26.3% of total loans as of December 31, 2006, compared to $159.312 million or 21.7% of total loans as of December 31, 2005. This category consists of home mortgages that generally require a loan to value of no more than 80%. Some special guaranteed or insured real estate loan programs do permit a higher loan to collateral value ratio.

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In addition to the customary real estate loans described above, the Bank also has outstanding on December 31, 2006, $54.527 million in home equity lines of credit compared to $52.129 million at December 31, 2005. Credit lines normally limit the loan to collateral value to no more than 89%. These loans are classified as consumer loans in the table above and in Note 4 of the consolidated financial statements.
Residential real estate lending is a highly competitive business. As of December 31, 2006, the real estate loan portfolio reflected a wide range of interest rates and repayment patterns, but could generally be categorized as follows:
                                                 
    2006   2005
            Percent of                   Percent of    
    Amount   Portfolio   Yield   Amount   Portfolio   Yield
     
Fixed rate
                                               
Monthly payment
  $ 46,301       20.84 %     6.35 %   $ 43,752       27.46 %     6.13 %
Biweekly payment
    3,047       1.37       6.45       3,275       2.06       6.43  
 
                                               
Adjustable rate
                                               
Monthly payment
    172,860       77.78       5.72       112,240       70.45       5.29  
Biweekly payment
    27       .01       7.5       45       .03       6.12  
                                 
 
Total
  $ 222,235       100.00 %     5.88 %   $ 159,312       100.00 %     5.54 %
                                 
During 2006 and 2005, approximately $96 million and $98 million, respectively, of residential mortgages were sold into the secondary market.
In addition to the real estate loan portfolio, the Bank sells real estate loans and retains the servicing rights. Loans serviced for others are not included in the consolidated balance sheets. During 2006 Horizon sold a large portion of its mortgage servicing business. The unpaid principal balances and number of loans serviced for others totaled approximately $23,988,000 and 279 and $164,885,000 and 1,971 at December 31, 2006 and 2005, respectively.
The Bank began capitalizing mortgage servicing rights during 2000 and the aggregate fair value of capitalized mortgage servicing rights at December 31, 2006, totaled approximately $245,000. Comparable market values and a valuation model that calculates the present value of future cash flows were used to estimate fair value. For purposes of measuring impairment, risk characteristics including product type, investor type and interest rates, were used to stratify the originated mortgage servicing rights.
                         
    2006   2005   2004
 
Mortgage Servicing Rights
                       
Balances, January 1
  $ 1,278     $ 1,473     $ 1,429  
Servicing rights capitalized
    83       239       482  
Amortization of servicing rights
    (251 )     (434 )     (438 )
Servicing rights sold
    (862 )            
     
 
    248       1,278       1,473  
Impairment allowance
    (3 )     (44 )     (141 )
     
 
Balances, December 31
  $ 245     $ 1,234     $ 1,332  
     

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Commercial Loans
Commercial loans totaled $271.457 million, or 32.1% of total loans as of December 31, 2006, compared to $273.310 million, or 36.2% as of December 31, 2005. During the course of the year, Horizon had $30.944 million in commercial real estate and $500 thousand of agricultural loans pay off prematurely. Of this dollar amount, approximately 14% were loans that were acquired by Horizon in the Alliance Bank acquisition that had credit issues. Another 43% were commercial real estate loans that either refinanced elsewhere for more favorable terms or the properties were sold. New loan production essentially offset the losses in commercial loan balances arising from the aforementioned early payoffs.
Commercial loans consisted of the following types of loans at December 31:
                                                 
    2006   2005
                    Percent of                   Percent of
    Number   Amount   Portfolio   Number   Amount   Portfolio
     
SBA guaranteed loans
    20     $ 4,321       1.60 %     26     $ 4,782       1.75 %
Municipal government
    42       3,861       1.42       44       2,529       .93  
Lines of credit
    395       49,549       18.25       406       46,999       17.20  
Real estate and equipment term loans
    997       213,726       78.73       998       219,000       80.12  
     
 
Total
    1,454     $ 271,457       100.00 %     1,474     $ 273,310       100.00 %
     
Consumer Loans
Consumer loans totaled $237.875 million, or 28.2% of total loans as of December 31, 2006, compared to $202.383 million, or 27.6% as of December 31, 2005. The total consumer loan portfolio increased 17.5% in 2006. The growth in consumer loans came from the indirect automobile segment of the portfolio as Horizon expanded its dealer network in southwest Michigan and north central Indiana. Direct consumer loans, mostly consisting of home equity term and revolving loans, were relatively stable in 2006.
Mortgage Warehouse Loans
In November 1999, Horizon began a mortgage-warehousing program. Horizon enters into agreements with mortgage companies and purchases, at its discretion, mortgage loans from mortgage companies at par, net of certain fees, and later sells them back to the mortgage companies at the same amount and without recourse provisions. Interest income is recorded based upon a rate of interest tied to the prime rate during the funding period, not the rates on the individual note. Such loans are made to individuals and reviewed, prior to purchase, for evidence that the loans are of secondary market quality and meet Horizon’s internal underwriting guidelines. An assignment of the mortgage to Horizon is required. In addition, Horizon takes possession of the original note and forwards such note to the end investor. In the event that the end investor would not honor this commitment and the mortgage companies would not be able to honor their repurchase obligations, Horizon would then need to sell these loans in the secondary market at the fair value of these loans. Loans are typically resold within 30 days and are seldom held more than 90 days.
Allowance and Provision for Loan Losses/Critical Accounting Policy
An allowance for loan losses is maintained to absorb loan losses inherent in the loan portfolio. The determination of the allowance for loan losses is a critical accounting policy that involves management’s ongoing quarterly assessments of the probable estimated losses inherent in the loan portfolio. The identification of loans that may have potential losses is subjective, therefore, a general reserve is maintained to cover all potential losses within the entire loan portfolio. Horizon utilizes a loan grading system that helps identify, monitor and address asset quality problems, in an adequate and timely manner. Each quarter, various factors affecting the quality of the loan portfolio are reviewed.

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Large credits are reviewed on an individual basis for loss potential. Other loans are reviewed as a group based upon previous trends of loss experience. Horizon also reviews the current and anticipated economic conditions of its lending market as well as transaction risk to determine the effect they may have on the loss experience of the loan portfolio.
At December 31, 2006, the allowance for loan losses was $8.738 million, or 1.03% of total loans outstanding, compared to $8.368 million, or 1.14% at December 31, 2005. During 2006, the provision for loan losses totaled $905 thousand compared to $1.521 million in 2005. The allowance as a percent of total loans decreased due to strong credit quality and loan loss ratios that are better than those of Horizon’s peers. In addition, the lack of growth in commercial and mortgage warehouse loans resulted in no appreciable increase to reserve allocations for these portfolios. However, no assurance can be given that Horizon will not, in any particular period, sustain loan losses that are significant in relation to the amount reserved, or that subsequent evaluations of the loan portfolio, in light of factors then prevailing, including economic conditions and management’s ongoing quarterly assessments of the portfolio, will not require increases in the allowance for loan losses. Horizon considers the allowance for loan losses to be adequate to cover losses inherent in the loan portfolio as of December 31, 2006.
Nonperforming Loans
Nonperforming loans are defined as loans that are greater than 90 days delinquent or have had the accrual of interest discontinued by management. Management continues to work diligently toward returning nonperforming loans to an earning asset basis. Nonperforming loans for the previous three years ending December 31 are as follows:
                         
    2006   2005   2004
 
Nonperforming loans
  $ 2,625     $ 1,822     $ 1,358  
Nonperforming loans total 30% of the allowance for loan losses at December 31, 2006, compared to 22% and 19% of the allowance for loan losses on December 31, 2005 and 2004, respectively.
A loan becomes impaired when, based on current information, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. When a loan is classified as impaired, the degree of impairment must be recognized by estimating future cash flows from the debtor. The present value of these cash flows is computed at a discount rate based on the interest rate contained in the loan agreement. However, if a particular loan has a determinable market value, the creditor may use that value. Also, if the loan is secured and considered collateral dependent, the creditor may use the fair value of the collateral.
Smaller-balance, homogeneous loans are evaluated for impairment in total. Such loans include residential first mortgage loans secured by 1 – 4 family residences, residential construction loans, automobile, home equity, second mortgage loans and mortgage warehouse loans. Commercial loans and mortgage loans secured by other properties are evaluated individually for impairment. When analysis of borrower operating results and financial condition indicate that underlying cash flows of a borrower’s business are not adequate to meet its debt service requirements, the loan is evaluated for impairment. Often this is associated with a delay or shortfall in payments of 30 days or more. Loans are generally moved to nonaccrual status when 90 days or more past due. These loans are often considered impaired. Impaired loans, or portions thereof, are charged off when deemed uncollectible.
Other real estate owned (OREO) net of any related allowance for OREO losses for the previous three years ending December 31 are as follows:
                         
    2006   2005   2004
 
Other real estate owned
  $ 75     $ 23     $ 276  

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Deposits
The primary source of funds for the Bank comes from the acceptance of demand and time deposits. However, at times the Bank will use its ability to borrow funds from the Federal Home Loan Bank and other sources when it can do so at interest rates and terms that are superior to those required for deposited funds. Total deposits were $913.973 million at December 31, 2006, compared to $855.566 million at December 31, 2005, or an increase of 6.8%. Average deposits and rates by category for the pervious three years ended December 31 are as follows:
                                                 
    Average Balance Outstanding for the   Average Rate Paid for the Year
    Year Ended December 31   Ended December 31
    2006   2005   2004   2006   2005   2004
 
Noninterest-bearing demand deposits
  $ 78,654     $ 73,501     $ 62,634                          
Interest-bearing demand deposits
    178,773       165,767       104,909       2.43 %     1.44 %     .46 %
Savings deposits
    34,637       38,231       36,265       .28       .36       .20  
Money market
    139,177       143,652       123,013       3.28       2.37       1.27  
Time deposits
    387,365       320,014       266,201       4.37       3.42       3.22  
                             
 
Total deposits
  $ 818,606     $ 741,165     $ 593,022                          
                             
Horizon continually revises and enhances its interest-bearing consumer and commercial demand deposit products based on local market conditions and its need for funding to support various types of assets. These product changes caused the changes in the average balances and rates paid as displayed in the table above.
Certificates of deposit of $100,000 or more, which are considered to be rate sensitive and are not considered a part of core deposits, mature as follows as of December 31, 2006:
         
Due in three months or less
  $ 53,053  
Due after three months through six months
    5,984  
Due after six months through one year
    7,772  
Due after one year
    987  
Interest expense on time certificates of $100,000 or more was approximately $5.533 million, $2.059 million and $1.762 million for 2006, 2005 and 2004, respectively.
Off-Balance Sheet Arrangements
As of December 31, 2006, Horizon does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, change in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement, or other contractual arrangement to which an entity unconsolidated with the Company is a party under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

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Contractual Obligations
                                 
    Within One   One to Three   Three to   After Five
    Year   Years   Five Years   Years
   
Deposits
  $ 867,754     $ 45,435     $ 276     $ 508  
Long-term debt obligations (1)
    23,195       15,411       30,275       47,070  
Subordinated debentures (2)
                            40,209  
 
(1)   Includes debt obligations to the Federal Home Loan Bank and term repurchase agreements with maturities beyond one year borrowed by Horizon’s banking subsidiary. See Note 10 in Horizon’s Consolidated Financial Statements.
 
(2)   Includes Trust Preferred Capital Securities issued by Horizon Statutory Trusts I, II and III and those assumed in the acquisition of Alliance. See Note 11 in Horizon’s Consolidated Financial Statements.
                 
    Expiration by Period
            Greater
    Within   Than One
    One Year   Year
     
Letters of credit
  $ 1,744     $ 1,256  
Unfunded loan commitments
    94,140       60,546  
Shareholder Value Plan
During 2001, Horizon initiated a Shareholder Value Plan. The Plan is a comprehensive strategic plan to broaden and improve the market for Horizon’s common stock with local community investors who have a long-term, personal interest in helping Horizon remain an independent community bank. It includes improved communications with stockholders and customers as well as efforts to improve the marketability of its common stock. During the fourth quarter of 2001, two important components of the Shareholder Value Plan were completed. These included a 3-for-1 stock split and the listing of Horizon’s stock on the NASDAQ Capital Market (formerly named the NASDAQ SmallCap Market) and effective February 1, 2007, Horizon is listed on Nasdaq Global Market. Before this, Horizon’s stock was traded on the Bulletin Board. A dividend reinvestment plan was implemented in early 2002 and the quarterly per share dividend was increased to $.10 2/3 in the fourth quarter of 2002. In October of 2003, Horizon’s Board of Director’s declared a 3-for-2 stock split and in December of 2003 increased the dividend to $.12. In December 2004, the Board of Director’s increased the quarterly dividend to $.13 per share and in December 2005, the Board of Director’s increased the quarterly dividend to $.14 per share.
Capital Resources
The capital resources of Horizon and the Bank exceed regulatory capital ratios for “well capitalized” banks at December 31, 2006. Stockholders’ equity totaled $61.877 million as of December 31, 2006, compared to $53.530 million as of December 31, 2005. At year-end 2006, the ratio of stockholders’ equity to assets was 5.06% compared to 4.75% for 2005. Horizon’s capital increased during the year 2006 as a result of increased earnings, net of dividends declared, exercise of stock options and net of tax, decrease in unrealized gain (loss) on securities available for sale and the amortization of unearned compensation. Due to the acquisition of Alliance for cash, the percentage growth in assets was greater than the percentage growth in equity, causing the equity to asset ratio from 2004 to 2005 to decrease.
Horizon declared dividends in the amount of $.56 per share in 2006, and $.53 per share in 2005 and $.49 per share in 2004. The dividend payout ratio (dividends as a percent of net income) was 24% during 2006, 23% during 2005 and 21% during 2004. For additional information regarding dividend conditions, see Note 1 of the Notes to the Consolidated Financial Statements.

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In March 2002, Horizon formed Horizon Statutory Trust I (Trust I), a statutory business trust. Trust I issued $12 million of Trust Preferred Capital Securities as a participant in a pooled trust preferred securities offering. Horizon issued subordinated debentures aggregating $12 million to Trust I. The junior subordinated debentures are the sole assets of Trust I. The junior subordinated debentures and the trust preferred securities pay interest and dividends, respectively, on a quarterly basis. The junior subordinated debentures and the securities bear interest at a rate of 90 day LIBOR plus 3.60% and mature on March 26, 2032, and are noncallable for five years. After that period, the securities may be called at any quarterly interest payment date at par. These securities have been called and will be redeemed on March 26, 2007. Costs associated with the issuance of the securities totaling $362 thousand were capitalized and are being amortized to the first call date of the securities.
In October of 2004, Horizon formed Horizon Bancorp Capital Trust II (Trust II), a statutory business trust. Trust II issued $10 million of Trust Preferred Capital Securities as a participant in a pooled trust preferred securities offering. Horizon issued junior subordinated debentures aggregating $10 million to Trust II. The junior subordinated debentures are the sole assets of Trust II. The junior subordinated debentures and the trust preferred securities pay interest and dividends, respectively, on a quarterly basis. The junior subordinated debentures and the securities bear interest at a rate of 90 day LIBOR plus 1.95% and mature on October 21, 2034, and are noncallable for five years. After that period, the securities may be called at any quarterly interest payment date at par. Costs associated with the issuance of the securities totaling $17,500 were capitalized and are being amortized to the first call date of the securities.
The Company assumed additional debentures as the result of the acquisition of Alliance in 2005. In June 2004, Alliance formed Alliance Financial Statutory Trust I (Alliance Trust) to issue the $5 million in trust preferred securities. Alliance had issued junior subordinated debentures aggregating $5 million to Alliance Trust. The junior subordinated debentures are the sole assets of Alliance Trust. The junior subordinated debentures and the trust preferred securities pay interest and dividends, respectively, on a quarterly basis. The junior subordinated debentures and the securities bear interest at a rate of 90 day LIBOR plus 2.65%, mature in June 2034, and are noncallable for five years. After that period, the securities may be called at any quarterly interest payment date at par.
In December of 2006, Horizon formed Horizon Bancorp Capital Trust III (Trust III), a statutory business trust. Trust III issued $12 million of Trust Preferred Capital Securities as a participant in a pooled trust preferred securities offering. Horizon issued junior subordinated debentures aggregating $12 million to Trust III. The junior subordinated debentures are the sole assets of Trust III. The junior subordinated debentures and the trust preferred securities pay interest and dividends, respectively, on a quarterly basis. The junior subordinated debentures and the securities bear interest at a rate of 90 day LIBOR plus 1.65% and mature on January 30, 2037, and are noncallable for five years. After that period, the securities may be called at any quarterly interest payment date at par. Costs associated with the issuance of the securities totaling $12,647 were capitalized and are being amortized to the first call date of the securities. The proceeds of this issue will be used to redeem the securities issued by Trust I on March 26, 2007.
The Trust Preferred Capital Securities, subject to certain limitations, are included in Tier 1 Capital for regulatory purposes. At December 31, 2006, $20.605 million of the $39 million in securities were not included in Tier 1 Capital for regulatory purposes. Dividends on the Trust Preferred Capital Securities are recorded as interest expense.
The Bank purchases home mortgages from mortgage companies under warehouse agreements whereby the mortgage company has the right to repurchase the loan. Because these transactions are sales of the loans to the Bank and the Bank is the owner of the purchased loans, the Bank has historically treated these loans as home mortgage loans for call report and regulatory capital purposes. During the course of the routine, periodic examination by bank regulatory authorities commenced in February 2003, the examination personnel raised the issue of whether the Bank’s mortgage warehouse loans should be treated as other loans rather than as home mortgage loans for call report purposes. If these mortgage loans were treated as other loans, it would change the calculations for risk-based capital and reduce the Bank’s risk-based capital ratios. The following table shows, for year-ends in

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2006, 2005 and 2004 the amount of the Bank’s risk-based and Tier 1 capital ratios as reported and as they would be under this alternative treatment:
                         
Horizon Bank and           Alternative   Minimum Required To
Horizon Bancorp as of:   Reported   Treatment   Be Well Capitalized
 
December 31, 2006
                       
Total capital (to risk-weighted assets)
                       
Consolidated
    12.92 %     12.06 %     N/A  
Bank
    11.26 %     10.52 %     10.00 %
Tier 1 Capital (to risk-weighted assets)
                       
Consolidated
    9.23 %     8.62 %     N/A  
Bank
    10.16 %     9.49 %     6.00 %
Tier 1 Capital (to average assets)
                       
Consolidated
    6.25 %     6.25 %     N/A  
Bank
    6.89 %     6.89 %     5.00 %
 
                       
December 31, 2005
                       
Total capital (to risk-weighted assets)
                       
Consolidated
    11.54 %     10.81 %     N/A  
Bank
    11.82 %     11.06 %     10.00 %
Tier 1 Capital (to risk-weighted assets)
                       
Consolidated
    8.84 %     8.28 %     N/A  
Bank
    10.66 %     9.97 %     6.00 %
Tier 1 Capital (to average assets)
                       
Consolidated
    5.83 %     5.83 %     N/A  
Bank
    7.02 %     7.03 %     5.00 %
 
                       
December 31, 2004
                       
Total capital (to risk-weighted assets)
                       
Consolidated
    13.95 %     12.52 %     N/A  
Bank
    13.62 %     12.11 %     10.00 %
Tier 1 Capital (to risk-weighted assets)
                       
Consolidated
    11.71 %     10.51 %     N/A  
Bank
    12.37 %     10.97 %     6.00 %
Tier 1 Capital (to average assets)
                       
Consolidated
    7.37 %     7.37 %     N/A  
Bank
    7.78 %     7.78 %     5.00 %
If the Bank is required to reclassify such loans, the Bank still meets the regulatory ”well capitalized” standards for all of 2006, 2005 and 2004. Bank regulators have not issued a final opinion on this matter but management continues to believe that these loans are properly characterized for risk-based capital purposes. However, there is no assurance that the regulators will concur with that determination. If required to treat mortgage warehouse loans as commercial loans, the Bank will consider increasing the amount of its capital through the issuance of subordinated debt, trust preferred securities or equity securities; or consider other alternatives.
As a condition of approval for the Alliance acquisition, the OCC required Horizon Bank to maintain regulatory capital ratios at 100 basis points above the well capitalized minimums shown above.

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As of December 31, 2006, management is not aware of any other recommendations by banking regulatory authorities, which, if they were to be implemented, would have or are reasonably likely to have a material effect on Horizon’s liquidity, capital resources or operations.
Results of Operations
Net Income
Consolidated net income was $7.484 million or $2.33 per diluted share in 2006, $7.091 million or $2.24 per diluted share in 2005 and $6.935 million or $2.22 per share in 2004.
Net Interest Income
The primary source of earnings for Horizon is net interest income. Net interest income is the difference between what Horizon has earned on assets it has invested and the interest paid on deposits and other funding sources. The net interest margin is net interest income expressed as a percentage of average earning assets. Horizon’s earning assets consist of loans, investment securities and interest-bearing balances in banks.
                                                                         
    2006   2005   2004  
    Average             Yield/     Average             Yield/     Average             Yield/  
    Balance     Interest     Rate     Balance     Interest     Rate     Balance     Interest     Rate  
     
Assets
                                                                       
Interest-bearing assets Loans – total (1) (3)
  $ 785,448     $ 57,282       7.29 %   $ 640,758     $ 44,749       6.98 %   $ 514,916     $ 33,386       6.48 %
Taxable investment securities, including FRB and FHLB stock
    190,670       8,348       4.38       244,495       9,610       3.93       192,419       7,211       3.75  
Nontaxable investment securities (2)
    65,773       2,796       4.25       54,806       2,372       4.32       52,722       2,264       4.29  
Interest-bearing balances and money market investments (4)
    4,469       153       3.42       1,177       38       3.23       4,924       69       1.40  
Federal funds sold
    1,890       101       5.34       755       24       3.18       4,560       58       1.28  
                                     
Total interest-earning assets
    1,048,250       68,680       6.55       941,991       56,793       6.03       769,541       42,988       5.59  
 
                                                                 
Noninterest-earning assets Cash and due from banks
    21,525                       19,610                       16,822                  
Allowance for loan losses
    (8,723 )                     (7,615 )                     (6,985 )                
Other assets
    57,053                       46,127                       39,547                  
 
                                                                 
 
                                                                       
Total assets
  $ 1,118,105                     $ 1,000,113                     $ 818,925                  
 
                                                                 
 
                                                                       
Liabilities and Stockholders’ Equity
                                                                       
Interest-bearing liabilities Savings deposits
  $ 34,637       96       .28 %   $ 38,231       139       .36     $ 36,265       74       .20  
Money market
    139,177       4,559       3.28       143,652       3,414       2.37       123,013       1,558       1.27  
Interest-bearing demand deposits
    178,773       4,164       2.33       165,767       2,385       1.44       104,909       482       .46  
Time deposits
    387,365       16,915       4.37       320,014       10,934       3.42       266,200       8,579       3.22  
Short-term borrowings
    78,747       2,035       2.58       45,517       1,573       3.46       37,205       600       1.61  
Long-term debt
    157,179       9,366       5.95       155,393       7,475       4.81       135,362       6,273       4.63  
                                     
Total interest-bearing liabilities
    975,878       37,135       3.81       868,574       25,920       2.98       702,954       17,566       2.50  
 
                                                                 
Noninterest-bearing liabilities Demand deposits
    78,654                       73,501                       62,634                  
Other liabilities
    6,138                       6,153                       5,013                  
Stockholders’ equity
    57,435                       51,885                       48,324                  
 
                                                                 
 
Total liabilities and stockholders’ equity
  $ 1,118,105                     $ 1,000,113                     $ 818,925                  
 
                                                                 
 
                                                                       
Net interest income
          $ 31,545                     $ 30,873                     $ 25,422          
 
                                                                 
 
                                                                       
Net interest income as a percent of interest earning assets
                    3.01 %                     3.28 %                     3.31 %
 
                                                                 

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(1)   Nonaccruing loans for the purpose of the computations above are included in the daily average loan amounts outstanding. Loan totals are shown net of unearned income and deferred loans fees.
 
(2)   Yields are not presented on a tax-equivalent basis.
 
(3)   Loan fees and late fees included in interest on loans aggregated $3,470,000, $3,246,000 and $3,129,000 in 2006, 2005 and 2004 respectively.
 
(4)   Horizon has no foreign office and, accordingly, no assets or liabilities to foreign operations. Horizon’s subsidiary bank had no funds invested in Eurodollar Certificates of Deposit at December 31, 2006.
                                                 
    2006 – 2005     2005 – 2004  
    Increase/(Decrease)   Increase/(Decrease)  
            Change     Change             Change     Change  
    Total     Due to     Due to     Total     Due to     Due to  
    Change     Volume     Rate     Change     Volume     Rate  
     
Interest Income
                                               
Loans – total
  $ 12,533     $ 10,479     $ 2,054     $ 11,363     $ 8,638     $ 2,725  
Taxable investment securities
    (1,310 )     (2,281 )     971       2,447       2,051       396  
Nontaxable investment securities
    424       467       (43 )     108       90       18  
Interest-bearing balances and money market investments
    115       113       2       (31 )     (78 )     47  
Federal funds sold
    77       53       24       (34 )     (75 )     41  
     
Total interest income
    11,839       8,831       3,008       13,853       10,626       3,227  
     
 
                                               
Interest Expense
                                               
Savings deposits
    (43 )     (12 )     (31 )     65       4       61  
Money market
    1,145       (109 )     1,254       1,856       298       1,558  
Interest-bearing demand deposits
    1,779       200       1,579       1,903       407       1,496  
Time deposits
    5,981       2,577       3,404       2,355       1,815       540  
Short-term borrowings
    462       933       (471 )     973       159       814  
Long-term debt
    1,843       87       1,756       1,250       979       271  
     
Total interest expense
    11,167       3,676       7,491       8,402       3,662       4,740  
     
 
                                               
Net Interest Earnings
  $ 672     $ 5,155     $ (4,483 )   $ 5,451     $ 6,964     $ (1,513 )
     
Horizon’s average earning assets were $1,048.250 million in 2006 compared to $941.991 million in 2005 and $769.541 million in 2004. The net interest margin for 2006 was 3.01% compared to 3.28% and 3.31% in 2005 and 2004, respectively. Short-term interest rates began to increase in the third quarter of 2004 and continued through 2005 until June of 2006. Short-term interest rates have remained relatively stable since then.
Horizon began to experience slightly higher loan yields due to the increase in short-term rates throughout 2006. This is due in part to new loans and loan renewals coming in at higher rates than those maturing or paying off and rates on loans with variable rates rising with short-term rates. Average loans outstanding during 2006 showed significant growth from 2005 due to a full year of the Alliance acquisition and concerted effort in new business. The mix of the loan portfolio also showed significant change as shown in the following table.
                         
    2006     2005     2004  
 
Commercial loans
  $ 267,263     $ 234,971     $ 174,391  
Mortgage warehouse loans
    96,334       108,298       134,063  
Real estate loans
    201,756       123,815       85,314  
Installment loans
    220,095       173,674       121,148  
     
 
                       
Total average loans outstanding
  $ 785,448     $ 640,758     $ 514,916  
     

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Average commercial loans grew nearly 14%, consumer loans increased by over 27% and residential real estate loans increased by over 63%. Commercial loans grew on average due a full year’s impact of the growth achieved in 2005 through the Alliance acquisition and additional lenders. The southwest Michigan market, in which Horizon increased market share through the acquisition of Alliance in 2005, continued to have a strong growth pattern. Average consumer loans grew as a result of expansion of indirect lending into southwest Michigan and north central Indiana. The continued decrease in mortgage refinancing caused mortgage warehouse loans to decrease by over 11%.
To help fund the loan growth, investment portfolio was allowed to decrease through normal maturities and securitiy sales. Restructuring of the investment portfolio occurred by selling low yielding investment ssecurities and reinvesting the proceeds in higher yielding securities. The loss taken on the sale will be recovered within one year through improved yield on the new securities.
Average interest-bearing deposits increased by over 11% during 2006. Short-term deposit rates increased throughout the year. The overall cost of time deposits increased as maturing certificates of deposit renewed at higher rates.
The increase in net interest income during 2006 and 2005 is primarily the result of increased earning assets, particularly investment securities in 2005 and the loan portfolio in 2005 and 2006. The increase in net interest income resulting from increased earning assets was partially offset by declines in the net interest margin.
Noninterest Income
The major components of noninterest income consist of service charges on deposit accounts, gain on sale of loans and fiduciary fees. Service charges on deposit accounts are based upon: a) recovery of direct operating expenses associated with providing the service, b) allowing for a profit margin that provides an adequate return on assets and stockholders’ equity and c) competitive factors within the Bank’s markets. Service charges on deposits were $3.102 million, $2.966 million and $3.088 million, for 2006, 2005 and 2004, respectively.
Gain on sale of loans was $1.681 million for 2006, $1.756 million for 2005 and $2.126 million in 2004. Horizon has sold between 50% and 60% of its residential mortgage loan production in 2004 through 2006. The loans retained are predominantly adjustable rate mortgage loans. During 2006, Horizon sold $96 million of current production of residential mortgage loans into the secondary market compared to $98 million in 2005 and $106 million in 2004. The 2004 gain includes approximately $394 thousand from the sale of portfolio loans. Portfolio mortgage loans were sold to reduce the interest rate risk related to long-term fixed rate assets and to provide funding for the growth in other loan areas. Horizon anticipates that the volume of mortgage loan activity will remain fairly constant in 2007 however, it is anticipated that a higher percentage of production will be sold into the secondary market. Overall mortgage activity is anticipated to decline, however, as Horizon enters new markets, originations in these markets should offset the overall decline.
Fiduciary fees were $3.100 million in 2006 compared to $2.748 million in 2005 and $2.694 million in 2004. The fluctuations are primarily due to changes in the market value of assets under administration and an increase in one time Employee Stock Ownership Plan fees.
Noninterest Expense
Noninterest expense totaled $30.455 million in 2006 compared to $29.129 million in 2005 and $25.672 million in 2004.
Salaries and benefits decreased .6% during 2006 compared to an increase of 11.9% during 2005. The decrease in 2006 related to a decline in incentive compensation and staff reduction through attrition resulting from an efficiency study conducted during the fourth quarter of 2004, partially offset by the cost of additional staff for the newly created wholesale mortgage lending division created during the third quarter of 2006. The increase for 2005 related to the cost of expansion into new markets,

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including the acquisition of Alliance, partially offset by declines in incentive compensation and commissions paid to mortgage originators.
Total other expenses, excluding salaries and benefits, increased 11.2% in 2006 and 15.6% in 2005. During 2006 and 2005 other expenses were impacted by costs related to the acquisition of Alliance as well as ongoing expenses relative to the operation of the additional branches, including the amortization of the core deposit intangible acquired in the acquisition. 2006 was also impacted by an increase in the deferred loan fees being amortized over the life of the loan.
Income Taxes
Income tax expense totaled $2.838 million in 2006 compared to $2.945 million in 2005 and $2.494 million in 2004. The effective tax rate was 27.5%, 29.3% and 26.45% for 2006, 2005 and 2004, respectively. The decrease in the effective tax rate in 2006 was due to an increase in the percentage of tax-exempt income to pre-tax income. The increase in the effective rate in 2005 was due to a decline in the percentage of tax exempt income to pre-tax income.
Liquidity and Rate Sensitivity Management
Management and the Board of Directors meet regularly to review both the liquidity and rate sensitivity position of Horizon. Effective asset and liability management ensures Horizon’s ability to monitor the cash flow requirements of depositors along with the demands of borrowers and to measure and manage interest rate risk. Horizon utilizes an interest rate risk assessment model designed to highlight sources of existing interest rate risk and consider the effect of these risks on strategic planning. Management maintains (within certain parameters) an essentially balanced ratio of interest sensitive assets to liabilities in order to protect against the effects of wide interest rate fluctuations.
Liquidity
The Bank maintains a stable base of core deposits provided by long standing relationships with consumers and local businesses. These deposits are the principal source of liquidity for Horizon. Other sources of liquidity for Horizon include earnings, loan repayments, investment security sales and maturities, sale of real estate loans and borrowing relationships with correspondent banks, including the Federal Home Loan Bank (FHLB). At December 31, 2006, Horizon has available approximately $197.693 million in available credit from various money center banks, including the FHLB. During 2006, cash flows were generated primarily from proceeds from borrowings of $33.8 million, increase in deposits of $58.4 million and sales, maturities, and prepayments of investment securities of $125.0 million. Cash flows were used to purchase investments totaling $91.8 million and increase loans $112.2 million. The net cash and cash equivalent position increased by $13.1 million during 2006.
Interest Sensitivity
The degree by which net interest income may fluctuate due to changes in interest rates is monitored by Horizon using computer simulation models, incorporating not only the current GAP position but the effect of expected repricing of specific financial assets and liabilities. When repricing opportunities are not properly aligned, net interest income may be affected when interest rates change. Forecasting results of the possible outcomes determines the exposure to interest rate risk inherent in Horizon’s balance sheet. The goal is to manage imbalanced positions that arise when the total amount of assets that reprice or maturing in a given time period differs significantly from liabilities that reprice or mature in the same time period. The theory behind managing the difference between repricing assets and liabilities is to have more assets repricing in a rising rate environment and more liabilities repricing in a declining rate environment. At December 31, 2006, the amount of assets that reprice within one year were 96% of liabilities that reprice within one year. At December 31, 2005, the amount of assets that reprice within one year were approximately 109% of the amount of liabilities that reprice within the same time period.

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    Rate Sensitivity  
            > 3 Months and     > 6 Months and              
    3 Months or Less     < 6 Months     < 1 Year     Greater Than 1 Year     Total  
     
Loans
  $ 282,092     $ 67,725     $ 102,589     $ 404,531     $ 856,937  
Federal funds sold
    6,500                         6,500  
Interest-bearing balances with Banks
    898                         898  
Investment securities and FRB and FHLB stock
    29,576       11,107       13,077       201,454       255,214  
Other assets
    13,209                   89,672       102,881  
 
                             
 
                                       
Total assets
  $ 332,275     $ 78,832     $ 115,666     $ 695,657     $ 1,222,430  
 
                             
                                         
    Rate Sensitivity  
            > 3 Months and     > 6 Months and              
    3 Months or Less     < 6 Months     < 1 Year     Greater Than 1 Year     Total  
     
Noninterest-bearing deposits
  $ 6,781     $ 6,781     $ 11,318     $ 57,069     $ 81,949  
Interest-bearing deposits
    273,759       92,562       144,389       321,314       832,024  
Borrowed funds
    67,161       21,674       18,438       132,729       240,002  
Other liabilities
                      6,578       6,578  
Stockholders’ equity
                      61,877       61,877  
 
                             
 
                                       
Total liabilities and stockholders’ equity
  $ 347,701     $ 121,017     $ 174,145     $ 579,567     $ 1,222,430  
 
                             
 
                                       
GAP
  $ (15,426 )   $ (42,185 )   $ (58,479 )   $ 116,090          
 
                                       
Cumulative GAP
  $ (15,426 )   $ (57,611 )   $ (116,090 )                
Included in the GAP analysis are certain interest-bearing demand accounts and savings accounts. These interest-bearing accounts are subject to immediate withdrawal. However, Horizon considers approximately 59% of these deposits to be insensitive to gradual changes in interest rates and generally to behave like deposits with longer maturities based upon historical experience.
Quantitative and Qualitative Disclosures About Market Risk
Horizon’s primary market risk exposure is interest rate risk. Interest rate risk (IRR) is the risk that Horizon’s earnings and capital will be adversely affected by changes in interest rates. The primary approach to IRR management is one that focuses on adjustments to the asset/liability mix in order to limit the magnitude of IRR.
Horizon’s exposure to interest rate risk is due to repricing or mismatch risk, embedded options risk, and yield curve risk. Repricing risk is the risk of adverse consequence from a change in interest rates that arise because of differences in the timing of when those interest rate changes affect Horizon’s assets and liabilities. Basis risk is the risk that the spread, or rate difference, between instruments of similar maturities will change. Options risk arises whenever products give the customer the right, but not the obligation, to alter the quantity or timing of cash flows. Yield curve risk is the risk that changes in prevailing interest rates will affect instruments of different maturities by different amounts. Horizon’s objective is to remain reasonably neutral with respect to IRR. Horizon utilizes a variety of strategies to maintain this position including the sale of mortgage loans on the secondary market and varying maturities of FHLB advances, certificates of deposit funding and investment securities.

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The table, which follows, provides information about Horizon’s financial instruments that are sensitive to changes in interest rates as of December 31, 2006. The table incorporates Horizon’s internal system generated data related to the maturity and repayment/withdrawal of interest-earning assets and interest-bearing liabilities. For loans, securities and liabilities with contractual maturities, the table presents principal cash flows and related weighted-average interest rates by contractual maturities as well as the historical experience of Horizon related to the impact of interest rate fluctuations on the prepayment of residential loans and mortgage-backed securities. From a risk management perspective, Horizon believes that repricing dates are more relevant than contractual maturity dates when analyzing the value of financial instruments. For deposits with no contractual maturity dates, the table presents principal cash flows and weighted average rate, as applicable, based upon Horizon’s experience and management’s judgment concerning the most likely withdrawal behaviors.
Horizon had no derivative financial instruments or trading portfolio as of December 31, 2006.

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Quantitative Disclosure of Market Risk
                                                                 
                                            2012 and             Fair Value  
    2007     2008     2009     2010     2011     Beyond     Total     12/31/06  
     
Rate-sensitive assets
                                                               
Fixed interest rate loans
  $ 158,555     $ 86,256     $ 54,960     $ 33,637     $ 18,418     $ 23,676     $ 375,502     $ 377,240  
Average interest rate
    6.83 %     6.91 %     7.08 %     7.31 %     6.70 %     7.13 %     6.98 %        
 
Variable interest rate loans
    293,852       53,116       48,727       38,703       32,213       14,824       481,435       486,968  
Average interest rate
    8.07 %     6.17 %     6.00 %     6.01 %     6.22 %     6.75 %     7.32 %        
 
Total loans
    452,407       139,372       103,687       72,340       50,631       38,500       856,937       864,208  
Average interest rate
    7.64 %     6.63 %     6.57 %     6.61 %     6.70 %     6.98 %     7.17 %        
 
Securities, including FRB and FHLB stock
    53,760       26,838       20,705       21,677       17,689       114,545       255,214       255,214  
Average interest rate
    4.83 %     4.56 %     4.71 %     5.09 %     5.16 %     4.46 %     4.67 %        
 
Other interest-bearing assets
    20,607                                               20,607       20,607  
Average interest rate
    6.92 %                                             6.92 %        
 
Total earnings assets
    526,774       166,210       124,392       94,017       68,320       153,045       1,132,758       1,140,029  
Average interest rate
    7.32 %     6.29 %     6.26 %     6.26 %     6.30 %     5.09 %     6.60 %        
Rate-sensitive liabilities
                                                               
 
Noninterest-bearing deposits
  $ 24,880     $ 17,326     $ 12,066     $ 8,403     $ 5,852     $ 13,422     $ 81,949     $ 81,949  
NOW accounts
    54,494       48,043       39,817       31,856       25,488       107,449       307,147       304,258  
Average interest rate
    3.14 %     3.35 %     3.42 %     3.49 %     3.53 %     3.67 %     3.46 %        
Savings and money market accounts
    139,035       6,359       4,528       3,226       2,304       6,024       161,476       155,874  
Average interest rate
    3.224 %     .28 %     .28 %     .28 %     .28 %     .28 %     2.81 %        
Certificates of deposit
    317,182       36,115       7,374       1,946       276       508       363,401       304,188  
Average interest rate
    4.74 %     3.76 %     3.58 %     3.88 %     4.29 %     1.00 %     4.61 %        
Total deposits
    535,591       107,843       63,785       45,431       33,920       127,403       913,973       903,649  
Average interest rate
    3.96 %     2.77 %     2.57 %     2.63 %     2.71 %     3.11 %     3.49 %        
Fixed interest rate borrowings
    43,729       5,458       10,377       348       75,519       485       135,916       151,995  
Average interest rate
    4.62 %     3.59 %     4.13 %     4.78 %     4.74 %     5.01 %     4.61 %        
Variable interest rate borrowings
    104,051                                               104,051       104,466  
Average interest rate
    5.52 %                                             5.52 %        
 
Total funds
    683,371       113,301       74,162       45,779       109,439       127,888       1,153,940       1,160,110  
Average interest rate
    4.24 %     2.81 %     2.79 %     2.65 %     4.11 %     3.12 %     3.81 %        
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required under this item is incorporated by reference to the information appearing in Management’s Discussion and Analysis of Financial Condition and Results of Operation included in Item 7.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Horizon Bancorp
Consolidated Financial Statements

Table of Contents
         
        Page(s)
Consolidated Financial Statements    
 
       
 
  Balance Sheets   38
 
       
 
  Statements of Income   39
 
       
 
  Statements of Stockholders’ Equity   40
 
       
 
  Statements of Cash Flows   41-42
 
       
 
  Notes to Financial Statements   43-70
 
       
Report of Independent Registered Public Accounting Firm   71
 
       
Other Information    
 
       
 
  Management’s Report on Financial Statements   72
 
       
 
  Summary of Selected Financial Data   73-74
 
       
 
  Horizon’s Common Stock and Related Stockholders’ Matters   75

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Horizon Bancorp and Subsidiaries
Consolidated Balance Sheets
(Dollar Amounts in Thousands)
                 
December 31   2006     2005  
 
Assets
               
Cash and due from banks
  $ 52,311     $ 39,163  
Interest-bearing demand deposits
    1       87  
Federal funds sold
    6,500        
     
Cash and cash equivalents
    58,812       39,250  
Interest-bearing deposits
    898       15,735  
Investment securities, available for sale
    243,078       275,177  
Loans held for sale
    13,103       2,440  
Loans, net of allowance for loan losses of $8,738 and $8,368
    835,096       724,366  
Premises and equipment
    23,394       21,425  
Federal Reserve and Federal Home Loan Bank stock
    12,136       12,983  
Goodwill
    5,787       5,787  
Other intangible assets
    2,412       2,780  
Interest receivable
    6,094       5,813  
Other assets
    21,620       22,119  
     
 
               
Total assets
  $ 1,222,430     $ 1,127,875  
     
 
               
Liabilities
               
Deposits
               
Noninterest bearing
  $ 81,949     $ 148,127  
Interest bearing
    832,024       707,439  
     
Total deposits
    913,973       855,566  
Short-term borrowings
    83,842       50,024  
Long-term borrowings
    115,951       133,609  
Subordinated debentures
    40,209       27,837  
Interest payable
    1,771       1,663  
Other liabilities
    4,807       5,646  
     
Total liabilities
    1,160,553       1,074,345  
     
 
               
Commitments and Contingencies
               
 
               
Stockholders’ Equity
               
Preferred stock, no par value
               
Authorized, 1,000,000 shares
               
No shares issued
               
Common stock, $.2222 stated value
               
Authorized, 22,500,000 shares
               
Issued, 4,998,106 and 4,911,741 shares
    1,111       1,092  
Additional paid-in capital
    25,229       24,552  
Retained earnings
    54,196       48,523  
Restricted stock, unearned compensation
          (760 )
Accumulated other comprehensive loss
    (1,507 )     (2,853 )
Less treasury stock, at cost, 1,759,424 and 1,755,158 shares
    (17,152 )     (17,024 )
     
Total stockholders’ equity
    61,877       53,530  
     
 
               
Total liabilities and stockholders’ equity
  $ 1,222,430     $ 1,127,875  
     
See notes to consolidated financial statements

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Horizon Bancorp
Consolidated Statements of Income
(Dollar Amounts in Thousands, Except Per Share Data)
                         
Years Ended December 31   2006     2005     2004  
 
Interest Income
                       
Loans receivable
  $ 57,282     $ 44,749     $ 33,386  
Investment securities
                       
Taxable
    8,602       9,720       7,338  
Tax exempt
    2,796       2,372       2,264  
     
Total interest income
    68,680       56,841       42,988  
     
 
                       
Interest Expense
                       
Deposits
    25,734       16,374       10,693  
Federal funds purchased and short-term borrowings
    2,035       1,210       600  
Long-term borrowings
    7,100       6,789       5,554  
Subordinated debentures
    2,266       1,595       719  
     
Total interest expense
    37,135       25,968       17,566  
     
Net Interest Income
    31,545       30,873       25,422  
Provision for loan losses
    905       1,521       990  
     
 
                       
Net Interest Income After Provision for Loan Losses
    30,640       29,352       24,432  
     
 
                       
Other Income
                       
Service charges on deposit accounts
    3,102       2,966       3,088  
Wire-transfer fee income
    396       438       522  
Fiduciary activities
    3,100       2,748       2,694  
Commission income from insurance agency
          46       254  
Gain on sale of loans
    1,681       1,756       2,126  
Gain on sale of mortgage servicing rights
    656              
Increase in cash surrender value of life insurance
    470       487       544  
Gain (loss) on sale of securities available for sale
    (764 )     4        
Other income
    1,496       1,368       1,441  
     
Total other income
    10,137       9,813       10,669  
     
 
                       
Other Expenses
                       
Salaries and employee benefits
    16,433       16,518       14,767  
Net occupancy expenses
    2,338       2,217       1,832  
Data processing and equipment expenses
    2,560       2,342       1,997  
Professional fees
    1,386       1,225       1,219  
Outside services and consultants
    1,100       1,064       978  
Loan expenses
    1,952       1,427       1,222  
Other expenses
    4,686       4,336       3,657  
     
Total other expenses
    30,455       29,129       25,672  
     
 
                       
Income Before Income Tax
    10,322       10,036       9,429  
Income tax expense
    2,838       2,945       2,494  
     
 
                       
Net Income
  $ 7,484     $ 7,091     $ 6,935  
     
 
                       
Basic Earnings Per Share
  $ 2.36     $ 2.31     $ 2.32  
 
                       
Diluted Earnings Per Share
  $ 2.33     $ 2.24     $ 2.22  
See notes to consolidated financial statements.

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Horizon Bancorp
Consolidated Statements of Stockholders’ Equity
(Dollar Amounts in Thousands)
                                                                 
                                    Restricted   Accumulated        
            Additional                   Stock,   Other        
    Common   Paid-in   Comprehensive   Retained   Unearned   Comprehensive   Treasury    
    Stock   Capital   Income   Earnings   Compensation   Income (Loss)   Stock   Total
 
Balances, January 1, 2004
  $ 1,041     $ 20,994             $ 37,638             $ 2,075     $ (15,525 )   $ 46,223  
Net income
                    $6,935       6,935                               6,935  
Other comprehensive loss, net of tax, unrealized losses on securities
                    (1,181 )                     (1,181 )             (1,181 )
 
                                                               
 
                                                               
Comprehensive income
                    $5,754                                          
 
                                                               
Cash dividends ($.49 per share)
                            (1,481 )                             (1,481 )
Exercise of stock options
    11       434                                               445  
Tax benefit related to stock options
            251                                               251  
Purchase treasury stock
                                                    (848 )     (848 )
Issuance of restricted stock
    10       1,050                     $ (1,060 )                        
Amortization of unearned compensation
                                    88                       88  
                 
 
                                                               
Balances, December 31, 2004
    1,062       22,729               43,092       (972 )     894       (16,373 )     50,432  
Net income
                    $7,091       7,091                               7,091  
Other comprehensive loss, net of tax, unrealized losses on securities, net of reclassification adjustment
                    (3,747 )                     (3,747 )             (3,747 )
 
                                                               
 
                                                               
Comprehensive income
                    $3,344                                          
 
                                                               
Cash dividends ($.53 per share)
                            (1,660 )                             (1,660 )
Exercise of stock options
    30       916                                               946  
Tax benefit related to stock options
            907                                               907  
Purchase treasury stock
                                                    (651 )     (651 )
Issuance of restricted stock Amortization of unearned compensation
                                    212                       212  
                 
 
                                                               
Balances, December 31, 2005
    1,092       24,552               48,523       (760 )     (2,853 )     (17,024 )     53,530  
Net income
                    $7,484       7,484                               7,484  
Other comprehensive income, net of tax, unrealized gains on securities, net of reclassification adjustment
                    1,346                       1,346               1,346  
 
                                                               
 
                                                               
Comprehensive income
                    $8,830                                          
 
                                                               
Cash dividends ($.56 per share)
                            (1,811 )                             (1,811 )
Reclassification of restricted stock, unearned compensation to paid-in capital upon adoption of SFAS 123 (R)
            (760 )                     760                          
Exercise of stock options
    19       716                                               735  
Tax benefit related to stock options
            469                                               469  
Stock option expense
            40                                               40  
Purchase treasury stock
                                                    (128 )     (128 )
Amortization of unearned compensation
            212                                               212  
                   
 
                                                               
Balances, December 31, 2006
  $ 1,111     $ 25,229             $ 54,196     $ 0     $ (1,507 )   $ (17,152 )   $ 61,877  
                 
See notes to consolidated financial statements.

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Horizon Bancorp
Consolidated Statements of Cash Flows
(Dollar Amounts in Thousands)
                         
Years Ended December 31   2006     2005     2004  
 
Operating Activities
                       
Net income
  $ 7,484     $ 7,091     $ 6,935  
Items not requiring (providing) cash
                       
Provision for loan losses
    905       1,521       990  
Depreciation and amortization
    2,471       2,281       1,606  
Share based compensation
    40              
Premium amortization on securities available for sale
    240       764       582  
Mortgage servicing rights impairment (recovery)
    (41 )     (97 )     (155 )
Deferred income tax
    (78 )     174       (458 )
(Gain) loss on sales of securities available for sale
    764       (4 )      
Gain on sale of mortgage servicing rights
    (656 )            
Gain on sale of loans
    (1,681 )     (1,756 )     (2,126 )
Proceeds from sales of loans
    115,608       98,150       114,499  
Loans originated for sale
    (124,590 )     (94,998 )     (107,996 )
(Gain) loss on sale of other real estate owned
    4       (38 )     (17 )
(Gain) loss on sale of premises and equipment
    16       (22 )     11  
FHLB stock dividends
                (458 )
Tax benefit of options exercised
    (469 )     (907 )     (251 )
Increase in cash surrender value of life insurance
    (470 )     (487 )     (544 )
Net change in
                       
Interest receivable
    (281 )     (596 )     (919 )
Interest payable
    108       497       273  
Other assets
    496       912       2,572  
Other liabilities
    (879 )     (1,269 )     (226 )
     
Net cash provided by (used in) operating activities
    (1,009 )     11,216       14,318  
     
 
                       
Investing Activities
                       
Net change in interest-bearing deposits
    14,837       (10,048 )     8,150  
Purchases of securities available for sale
    (91,791 )     (38,417 )     (171,180 )
Proceeds from maturities, calls and principal repayments of securities available for sale
    33,695       54,071       103,227  
Proceeds from sales of securities available for sale
    91,265       7,150        
Purchase of FRB and FHLB stock
    (81 )     (712 )      
Proceeds from sale of mortgage servicing rights
    1,273              
Proceeds from sale of Federal Home loan Bank Stock
    928              
Net change in loans
    (112,203 )     (83,118 )     (117,830 )
Proceeds from sale of fixed assets
    1       723       51  
Recoveries on loans previously charged-off
    608       527       359  
Proceeds from sale of other real estate owned
    44       409       165  
Purchases of premises and equipment
    (3,877 )     (1,421 )     (2,659 )
Purchase of trust preferred securities
    (372 )           (310 )
Purchase of bank owned life insurance
                (12,000 )
Acquisition, net of cash acquired
          (2,901 )      
     
Net cash used in investing activities
    (65,673 )     (73,737 )     (192,027 )
     

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Horizon Bancorp
Consolidated Statements of Cash Flows
(Dollar Amounts in Thousands)
                         
Years Ended December 31   2006     2005     2004  
 
(Continued)
                       
Financing Activities
                       
Net change in Deposits
  $ 58,407     $ 126,213     $ 66,049  
Short-term borrowings
    33,818       (34,142 )     62,040  
Proceeds from long-term borrowings
          107,000       89,850  
Repayment of long-term borrowings
    (17,658 )     (115,096 )     (76,117 )
Proceeds from issuance of trust preferred securities
    12,372             10,310  
Dividends paid
    (1,811 )     (1,660 )     (1,481 )
Issuance of stock
    775       946       445  
Tax benefit of options exercised
    469       907       251  
Purchase of treasury stock
    (128 )     (651 )     (848 )
     
Net cash provided by financing activities
    86,244       83,517       150,499  
     
 
                       
Net Change in Cash and Cash Equivalents
    19,562       20,996       (27,210 )
 
                       
Cash and Cash Equivalents, Beginning of Year
    39,250       18,254       45,464  
     
 
                       
Cash and Cash Equivalents, End of Year
  $ 58,812     $ 39,250     $ 18,254  
     
 
                       
Additional Cash Flows Information
                       
Interest paid
  $ 36,960     $ 25,281     $ 17,293  
Income tax paid
    1,530       1,870       1,072  
See notes to consolidated financial statements.

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Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 1 — Nature of Operations and Summary of Significant Accounting Policies
Nature of Business — The consolidated financial statements of Horizon Bancorp (Horizon) and its wholly owned subsidiary, Horizon Bank, N.A. (Bank) conform to accounting principles generally accepted in the United States of America and reporting practices followed by the banking industry.
The Bank is a full-service commercial bank offering a broad range of commercial and retail banking and other services incident to banking. The Bank has two active wholly owned subsidiaries: Horizon Trust & Investment Management, Inc. (HTIM) and Horizon Investments, Inc. (Investment Company). HTIM offers corporate and individual trust and agency services and investment management services. Horizon Investments, Inc. manages the investment portfolio of the Bank. The Bank maintains fourteen full service facilities in Northwest Indiana and Southwest Michigan. The Bank also maintains a loan production office in Lake County Indiana. The Bank also wholly owns Horizon Insurance Services, Inc. (Insurance Agency) which is inactive, but previously offered a full line of personal insurance products. The net income generated from the insurance operations was not significant to the overall operations of Horizon and the majority of the insurance agency assets were sold during 2005. Horizon conducts no business except that incident to its ownership of the subsidiaries.
Horizon formed Horizon Statutory Trust I in 2002, Horizon Statutory Trust II in 2004 and Horizon Bancorp Capital Trust III in 2006 for the purpose of participating in Pooled Trust Preferred Stock offerings. The Company assumed additional debentures as the result of the acquisition of Alliance in 2005 which formed Alliance Financial Statutory Trust I (Alliance Trust). See Note 11 for further discussion regarding these previously consolidated entities that are now reported separately.
Horizon formed one nonbank subsidiary, HBC Insurance Group, Inc. (Insurance Company). The Insurance Company previously offered credit life and accident and health insurance and was dissolved during 2004. The net income generated from the Insurance Company was not significant to the overall operations of Horizon.
Basis of Reporting — The consolidated financial statements include the accounts of Horizon and subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates — 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Investment Securities Available for Sale — Horizon designates its investment portfolio as available for sale based on management’s plans to use such securities for asset and liability management, liquidity and not to hold such securities as long-term investments. Management repositions the portfolio to take advantage of future expected interest rate trends when Horizon’s long-term profitability can be enhanced. Investment securities available for sale and marketable equity securities are carried at estimated fair value and any net unrealized gains/losses (after tax) on these securities are included in accumulated other comprehensive income. Gains/losses on the disposition of securities available for sale are recognized at the time of the transaction and are determined by the specific identification method.

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Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Loans Held for Sale — Loans held for sale are reported at the lower of cost or market value in the aggregate.
Interest and Fees on Loans — Interest on commercial, mortgage and installment loans is recognized over the term of the loans based on the principal amount outstanding. When principal or interest is past due 90 days or more, and the loan is not well secured or in the process of collection, or when serious doubt exists as to the collectibility of a loan, the accrual of interest is discontinued. Loan origination fees, net of direct loan origination costs, are deferred and recognized over the life of the loan as a yield adjustment.
Concentrations of Credit Risk — The Bank grants commercial, real estate and consumer loans to customers located primarily in Northwest Indiana and southwest Michigan and provides mortgage warehouse lines to mortgage companies in the United States. Commercial loans make up approximately 32% of the loan portfolio and are secured by both real estate and business assets. These loans are expected to be repaid from cash flows from operations of the businesses. Residential real estate loans make up approximately 27% of the loan portfolio and are secured by residential real estate. Installment loans make up approximately 28% of the loan portfolio and are primarily secured by consumer assets. Mortgage warehouse loans make up approximately 13% of the loan portfolio and are secured by residential real estate.
Mortgage Warehouse Loans — Horizon purchases residential mortgage loans from various mortgage companies prior to sale of these loans by the mortgage companies in the secondary market. Horizon held loans that were purchased under agreements to resell from 32 approved mortgage companies at December 31, 2006. Horizon purchases such loans from mortgage companies, net of certain fees and later sells them back to the mortgage companies at the same amount and without recourse provisions. As a result, no gains and losses are recorded at the resale of loans. Horizon records interest and fee income on the loans during the funding period. Horizon uses the stated interest rate in the agreement with each mortgage company for interest income recognition, and not the interest rates on the individual loans. Horizon does not retain servicing of the loans when they are resold. Loans consist of purchase money and refinance mortgage loans and are generally held no more than 90 days by Horizon and are typically resold within 30 days.
Allowance for Loan Losses — An allowance for loan losses is maintained to absorb loan losses inherent in the loan portfolio. The allowance is based on ongoing quarterly assessments of the probable estimated losses inherent in the loan portfolio. The allowance is increased by the provision for credit losses, which is charged against current period operating results and decreased by the amount of charge offs, net of recoveries. Horizon’s methodology for assessing the appropriateness of the allowance consists of several key elements, which include the formula allowance, specific allowances for identified problem loans and the unallocated allowance.
The formula allowance is calculated by applying loss factors to pools of outstanding loans. Loss factors are based on a historical loss experience and may be adjusted for significant factors that, in management’s judgment, affect the collectibility of the portfolio as of the evaluation date.
Specific allowances are established in cases where management has identified conditions or circumstances related to a credit that management believes indicate the probability that a loss will be incurred in excess of the amount determined by the application of the formula allowance.

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Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
The unallocated allowance is based upon management’s evaluation of various conditions, the effects of which are not directly measured in the determination of the formula and specific allowances. The evaluation of the inherent loss with respect to these conditions is subject to a higher degree of uncertainty because they are not identified with specific credits. The conditions evaluated in connection with the unallocated allowance may include factors such as local, regional and national economic conditions and forecasts, concentrations of credit and changes in the composition of the portfolio.
Loan Impairment — When analysis determines a borrower’s operating results and financial condition are not adequate to meet debt service requirements, the loan is evaluated for impairment. Often this is associated with a delay or shortfall in payments of 30 days or more. Loans are generally placed on nonaccrual status when 90 days or more past due. These loans are also often considered impaired. Impaired loans, or portions thereof, are charged-off when deemed uncollectible. This typically occurs when the loan is 120 or more days past due.
Loans are considered impaired if full principal or interest payments are not made in accordance with the original terms of the loan. Impaired loans are measured and carried at the lower of cost or the present value of expected future cash flows discounted at the loan’s effective interest rate, at the loan’s observable market price or at the fair value of the collateral if the loan is collateral dependent.
Smaller balance homogenous loans are evaluated for impairment in the aggregate. Such loans include residential first mortgage loans secured by one to four family residences, residential construction loans and automobile, home equity and second mortgages. Commercial loans and mortgage loans secured by other properties are evaluated individually for impairment.
Premises and Equipment — Buildings and major improvements are capitalized and depreciated using primarily the straight-line method with useful lives ranging from 3 to 40 years. Furniture and equipment are capitalized and depreciated using primarily the straight-line method with useful lives ranging from 2 to 20 years. Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized. Gains and losses on disposition are included in current operations.
Federal Reserve and Federal Home Loan Bank Stock — The stock is a required investment for institutions that are members of the Federal Reserve Bank (FRB) and Federal Home Loan Bank (FHLB) systems. The required investment in the common stock is based on a predetermined formula.
Mortgage Servicing Rights — Mortgage servicing rights on originated loans that have been sold are capitalized by allocating the total cost of the mortgage loans between the mortgage servicing rights and the loans based on their relative fair values. Capitalized servicing rights are amortized in proportion to and over the period of estimated servicing revenue. Impairment of mortgage-servicing rights is assessed based on the fair value of those rights. Fair values are estimated using discounted cash flows based on a current market interest rate. For purposes of measuring impairment, the rights are stratified based on the predominant risk characteristics of the underlying loans. The predominant characteristic currently used for stratification is type of loan. The amount of impairment recognized is the amount by which the capitalized mortgage servicing rights for a stratum exceed their fair value. Amortization expense and charges related to an impairment write-down are included in other income.
Goodwill — Goodwill is tested annually for impairment. If the implied fair value of goodwill is lower than its carrying amount, a goodwill impairment is indicated and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the financial statements. As of December 31, 2004, and for the year then ended, goodwill totaled $158 thousand. During 2005, $5.629 million of goodwill was acquired as a result of the Alliance Financial Corporation acquisition resulting in a total of $5.787 million of goodwill as of December 31, 2005 and 2006.

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Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Income Taxes — Horizon files annual consolidated income tax returns with its subsidiaries. Income tax in the consolidated statements of income includes deferred income tax provisions or benefits for all significant temporary differences in recognizing income and expenses for financial reporting and income tax purposes.
Trust Assets and Income — Property, other than cash deposits, held in a fiduciary or agency capacity is not included in the consolidated balance sheets since such property is not owned by Horizon.
Earnings per Common Share — Basic EPS is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In August 2002, substantially all of the participants in Horizon’s Stock Option and Stock Appreciation Rights Plans voluntarily entered into an agreement with Horizon to cap the value of their stock appreciation rights (SARS) at $14.67 per share and cease any future vesting of the SARS. These agreements with option holders make it more advantageous to exercise an option rather than a SAR whenever Horizon’s stock price exceeds $14.67 per share, therefore, the option becomes potentially dilutive at $14.67 per share or higher. The number of shares used in the computation of basic earnings per share is 3,177,272 for 2006, 3,067,632 for 2005 and 2,993,696 for 2004. The number of shares used in the computation of diluted earnings per share is 3,217,050 for 2006, 3,162,950 for 2005 and 3,123,325 for 2004. For 2006 there were 5,000 shares excluded from diluted earnings per share as they were anti-dilutive. There were no anti-dilutive shares for 2005 or 2004.
Dividend Restrictions — Regulations of the Comptroller of the Currency limit the amount of dividends that may be paid by a national bank to its parent holding company without prior approval of the Comptroller of the Currency. At December 31, 2006, $4.921 million was available for payment of dividends from the Bank to Horizon. Additionally, the Federal Reserve Board limits the amount of dividends that may be paid by Horizon to its stockholders under its capital adequacy guidelines.
Consolidated Statements of Cash Flows — For purposes of reporting cash flows, cash and cash equivalents are defined to include cash and due from banks, money market investments and federal funds sold with maturities of one day or less. Horizon reports net cash flows for customer loan transactions, deposit transactions, short-term investments and short-term borrowings.
Share-Based Compensation – At December 31, 2006, Horizon has stock option plans, which are described more fully in Note 19. Effective January 1, 2006, Horizon adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment (“SFAS 123(R)”). SFAS 123(R) addresses all forms of share-based payment awards, including shares under employee stock purchase plans, stock options, restricted stock and stock appreciation rights. SFAS 123(R) requires all share-based payments to be recognized as expense, based upon their fair values, in the financial statements over the vesting period of the awards. Horizon has elected the modified prospective application and, as a result, has recorded approximately $40 thousand in compensation expense relating to vesting of stock options less estimated forfeitures for the 12 month period ended December 31, 2006. Prior to adoption of SFAS 123(R), unearned compensation related to restricted stock awards was classified as a separate component of stockholders’ equity. Upon the adoption of SFAS 123(R) on January 1, 2006, the balance in unearned compensation was reclassified to additional paid-in capital.

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Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Prior to the adoption of SFAS 123(R), Horizon accounted for these plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. No stock-based employee compensation cost was reflected in net income, as all options granted under the plan had an exercise price equal to the market value of the underlying common stock on the grant date. The following table illustrates the effect on net income and earnings per share if Horizon had applied the fair value provisions of Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation,” to stock-based employee compensation.
                 
Years Ended December 31   2005     2004  
 
Net income, as reported
  $ 7,091     $ 6,935  
Less: Total stock-based employee compensation cost determined under the fair value based method, net of income taxes
    (35 )     (127 )
     
 
               
Pro forma net income
  $ 7,056     $ 6,808  
     
 
               
Earnings per share:
               
Basic – as reported
  $ 2.31     $ 2.32  
Basic – pro forma
  $ 2.30     $ 2.27  
Diluted – as reported
  $ 2.24     $ 2.22  
Diluted – pro forma
  $ 2.23     $ 2.18  
Reclassifications — Certain reclassifications have been made to the 2005 and 2004 consolidated financial statements to be comparable to 2006. These reclassifications had no effect on net income.
Recent Accounting Pronouncements
Accounting for Servicing of Financial Assets — The FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets” (SFAS 156), which amends SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS 156 permits an entity to choose either of the following subsequent measurement methods for each class of separately recognized servicing assets and servicing liabilities:
  §   Amortization Method — Amortize servicing assets or servicing liabilities in proportion to and over the period of net servicing income or net servicing loss and assess the servicing assets or liabilities for impairment or increased obligation based on fair value at each reporting date.
 
  §   Fair Value Measurement Method — Measure servicing assets or servicing liabilities at fair value at each reporting date and report changes in fair value in earnings in the periods in which the changes occur.
Horizon adopted the amortization method on January 1, 2007. The adoption of SFAS 156 did not have a material impact on Horizon’s consolidated financial condition or results of operations.

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Table of Contents

Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Fair Value Measurements — In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS 157) on fair value measurement. SFAS 157 provides guidance for using fair value to measure assets and liabilities. SFAS 157 also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. SFAS 157 does not expand the use of fair value in any new circumstances.
Over forty current accounting standards within generally accepted accounting principles require (or permit) entities to measure assets and liabilities at fair value. Prior to SFAS 157, the methods for measuring fair value were diverse and inconsistent, especially for items that are not actively traded. In the case of derivatives, the FASB consulted with investors, who generally supported fair value, even when market data are not available, along with expanded disclosure of the methods used and the effect on earnings.
Under SFAS 157, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts such sales or transfers. SFAS 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability. In support of this principle, SFAS 157 establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data, for example, the reporting entity’s own data. Under SFAS 157, fair value measurements would be separately disclosed by level within the fair value hierarchy.
SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Early adoption is permitted. Horizon has not determined the impact that SFAS 157 will have on its consolidated financial condition or results of operations.
Accounting for Uncertainty in Income Taxes — The FASB released the final interpretation of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), which is effective for fiscal years beginning after December 15, 2006. FIN 48 creates a single model to address uncertainty in tax positions. FIN 48 clarifies the accounting for income tax positions by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.
FIN 48 utilizes a two-step approach for evaluating tax positions. Recognition (step one) occurs when an enterprise concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement (step two) is only addressed if step one has been satisfied (i.e., the position is more-likely-than-not to be sustained). Under step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis that is more-likely-than-not to be realized upon ultimate settlement. FIN 48’s use of the term “more-likely-than-not” in steps one and two is consistent with how that term is used in SFAS No. 109, “Accounting for Income Taxes” (i.e., a likelihood of occurrence greater than 50 percent).

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Table of Contents

Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Those tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period in which they meet the more-likely-than-not standard, or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. Derecognition of a tax position that was previously recognized would occur when a company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. FIN 48 specifically prohibits the use of a valuation allowance as a substitute for derecognition of tax positions.
FIN 48 includes expanded disclosure requirements, including a tabular roll forward of the beginning and ending aggregate unrecognized tax benefits as well as specific detail related to tax uncertainties for which it is reasonably possible the amount of unrecognized tax benefit will significantly increase or decrease within twelve months. These disclosures are required at each annual reporting period unless a significant change occurs in an interim period. Horizon adopted FIN 48 on January 1, 2007. The adoption of FIN 48 did not have a material impact on Horizon’s consolidated financial condition or results of operations.
Note 2 — Acquisition
On June 10, 2005, Horizon acquired Alliance Financial Corporation and its wholly owned bank subsidiary, Alliance Banking Company (collectively referred to as Alliance). Horizon purchased the outstanding shares of Alliance for $42.50 per share in cash. The cost of the transaction, including legal, accounting, and investment fees was $13.348 million. The assets and liabilities of Alliance were recorded on the balance sheet at their fair value as of the acquisition date. The results of Alliance’s operations have been included in Horizon’s consolidated statement of income from the date of acquisition. The $5,629,000 of goodwill is not deductible for tax purposes.
The following table summarizes the estimated fair values of the net assets acquired as of the June 10, 2005, acquisition date:
         
Assets
       
Cash and cash equivalents
  $ 10,447  
Investment securities
    28,922  
Loans, net of allowance for loan losses
    86,447  
Premises and equipment
    4,983  
Goodwill
    5,629  
Core deposit intangible
    2,952  
Other assets
    1,711  
 
     
Total assets
    141,091  
 
     
 
       
Liabilities
       
Deposits
    117,137  
Borrowings
    9,040  
Other liabilities
    1,566  
 
     
Total liabilities
    127,743  
 
     
 
       
Net Assets Acquired
  $ 13,348  
 
     

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Table of Contents

Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
The following pro forma disclosures, including the effect of the purchase accounting adjustments, depict the results of operations as though the merger had taken place January 1, 2004:
                 
Year ended December 31   2005     2004  
 
Net interest income
  $ 32,884     $ 29,948  
Net Income
    6,111       6,890  
 
               
Per Share — combined
               
Basic net income
  $ 1.99     $ 2.30  
Diluted net income
    1.93       2.21  
Note 3 — Investment Securities
                                 
    2006  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
December 31   Cost     Gains     Losses     Value  
 
Available for sale
                               
U.S. Treasury and federal agencies
  $ 58,595     $ 58     $ 208     $ 58,445  
State and municipal
    81,363       806       369       81,800  
Federal agency collateralized mortgage obligations
    11,215       19       224       11,010  
Federal agency mortgage-backed pools
    93,591       54       2,471       91,174  
Corporate notes
    632       17             649  
     
 
                               
Total investment securities
  $ 245,396     $ 954     $ 3,272     $ 243,078  
     
                                 
    2005  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
December 31   Cost     Gains     Losses     Value  
 
Available for sale
                               
U.S. Treasury and federal agencies
  $ 72,153     $     $ 1,786     $ 70,367  
State and municipal
    64,608       1,794       430       65,972  
Federal agency collateralized mortgage obligations
    22,781             628       22,153  
Federal agency mortgage-backed pools
    119,392       125       3,497       116,020  
Corporate notes
    632       33             665  
     
 
                               
Total investment securities
  $ 279,566     $ 1,952     $ 6,341     $ 275,177  
     

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Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
The amortized cost and fair value of securities available for sale at December 31, 2006, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
                 
    Amortized     Fair  
    Cost     Value  
 
Within one year
  $ 16,111     $ 16,065  
One to five years
    14,695       14,630  
Five to ten years
    29,223       29,250  
After ten years
    80,561       80,949  
     
 
    140,590       140,894  
Federal agency collateralized mortgage obligations
    11,215       11,010  
Federal agency mortgage-backed pools
    93,591       91,174  
     
 
               
Totals
  $ 245,396     $ 243,078  
     
Securities with a carrying value of $78,795,000 and $76,183,000 were pledged at December 31, 2006 and 2005, respectively, to secure certain public and trust deposits and securities sold under agreements to repurchase.
Proceeds from sales of securities available for sale during 2006 were $91,265,000. Gross gains of $1,247,000 and gross losses of $2,011,000 were recognized on these sales in 2006. Proceeds from sales of securities available for sale during 2005 were $7,150,000. Gross gains of $37,000 and gross losses of $33,000 were recognized on these sales. There were no sales of securities available for sale during 2004. The tax benefit on net realized losses for 2006 was $267,000. The tax expense on net realized gains for 2005 was $1,400.
Certain investments in debt securities are reported in the financial statements at an amount less than their historical cost. Total fair value of these investments at December 31, 2006 and 2005, was $150,402,000 and $226,292,000, respectively, which is approximately 62% and 82% of Horizon’s available-for-sale investment portfolio. These declines primarily resulted from increases in market interest rates.
Based on evaluation of available evidence, including recent changes in market interest rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary.
Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.

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Table of Contents

Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
The following table shows our investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2006 and 2005:
                                                 
    Less than 12 Months 12 Months or More Total  
Description of           Unrealized             Unrealized             Unrealized  
Securities   Fair Value     Losses     Fair Value     Losses     Fair Value     Losses  
 
2006
                                               
U.S. Treasury and federal agencies
  $ 10,804     $ 30     $ 10,899     $ 178     $ 21,703     $ 208  
State and municipal
    22,354       121       10,615       248       32,969       369  
Federal agency collateralized mortgage obligations
                9,203       224       9,203       224  
Federal agency mortgage-backed pools
    1,742       10       84,785       2,461       86,527       2,471  
     
 
                                               
Total temporarily impaired securities
  $ 34,900     $ 161     $ 115,502     $ 3,111     $ 150,402     $ 3,272  
     
                                                 
    Less than 12 Months 12 Months or More Total  
Description of           Unrealized             Unrealized             Unrealized  
Securities   Fair Value     Losses     Fair Value     Losses     Fair Value     Losses  
 
2005
                                               
U.S. Treasury and federal agencies
  $ 11,957     $ 243     $ 57,010     $ 1,542     $ 68,967     $ 1,785  
State and municipal
    25,335       388       1,968       42       27,303       430  
Federal agency collateralized mortgage obligations
    10,313       317       11,840       312       22,153       629  
Federal agency mortgage-backed pools
    40,983       950       66,886       2,547       107,869       3,497  
     
 
                                               
Total temporarily impaired securities
  $ 88,588     $ 1,898     $ 137,704     $ 4,443     $ 226,292     $ 6,341  
     

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Table of Contents

Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 4 — Loans and Allowance
                 
December 31   2006     2005  
 
Commercial loans
  $ 271,457     $ 273,310  
Mortgage warehouse loans
    112,267       97,729  
Real estate loans
    222,235       159,312  
Installment loans
    237,875       202,383  
     
 
    843,834       732,734  
Allowance for loan losses
    (8,738 )     (8,368 )
     
 
               
Total loans
  $ 835,096     $ 724,366  
     
                         
December 31   2006     2005     2004  
 
Allowance for loan losses
                       
Balances, January 1
  $ 8,368     $ 7,193     $ 6,909  
Acquired through acquisition
          557        
Provision for losses
    905       1,521       990  
Recoveries on loans
    608       527       359  
Loans charged off
    (1,143 )     (1,430 )     (1,065 )
     
 
                       
Balances, December 31
  $ 8,738     $ 8,368     $ 7,193  
     
Impaired loans for which the carrying value of the loans exceeded the discounted cash flows or collateral value totaled approximately $1,768,000 and $583,000 at December 31, 2006 and 2005, respectively. The allowance for impaired loans, included in the Bank’s allowance for loan losses, totaled $406,000 and $492,000 at December 31, 2006 and 2005, respectively. The average balance of impaired loans during 2006 was $942,000 and $150,000 during 2005. There was $117,000, $63,000 and $22,000 of interest income recorded on the cash and accrual basis during 2006, 2005 and 2004, respectively, on impaired loans.
At December 31, 2006, loans past due more than 90 days and still accruing interest totaled approximately $186,000. At December 31, 2005, loans past due more than 90 days and still accruing interest totaled approximately $251,000. Nonaccruing loans at December 31, 2006, 2005 and 2004, totaled approximately $2,481,000, $1,822,000 and $1,358,000, respectively. Interest income not recognized on these loans totaled approximately $77,000, $60,000 and $88,000 in 2006, 2005 and 2004, respectively.
Loans to directors and executive officers of Horizon and the Bank, including associates of such persons, amounted to $5,834,000 and $5,947,000, as of December 31, 2006 and 2005, respectively. During 2006, new loans or advances were $2,950,000 and loan payments were $3,063,000.

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Table of Contents

Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 5 — Premises and Equipment
                 
December 31   2006     2005  
 
Land
  $ 6,641     $ 5,088  
Buildings and improvements
    23,565       21,986  
Furniture and equipment
    9,809       9,885  
     
 
               
Total cost
    40,015       36,959  
Accumulated depreciation
    (16,621 )     (15,534 )
     
 
               
Net
  $ 23,394     $ 21,425  
     
Note 6 — Loan Servicing
Loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of loans serviced for others totaled approximately $23,702,000 and$163,356,000 at December 31, 2006 and 2005, respectively.
The aggregate fair value of capitalized mortgage servicing rights at December 31, 2006, totaled approximately $258,000. Comparable market values and a valuation model that calculates the present value of future cash flows were used to estimate fair value. For purposes of measuring impairment, risk characteristics including product type, investor type and interest rates, were used to stratify the originated mortgage servicing rights.
                         
    2006     2005     2004  
 
Mortgage Servicing Rights
                       
Balances, January 1
  $ 1,278     $ 1,473     $ 1,429  
Servicing rights capitalized
    83       239       482  
Servicing rights sold
    (862 )            
Amortization of servicing rights
    (251 )     (434 )     (438 )
     
 
    248       1,278       1,473  
Impairment allowance
    (3 )     (44 )     (141 )
     
 
                       
Balances, December 31
  $ 245     $ 1,234     $ 1,332  
     
During 2006, the Bank sold mortgage servicing rights with a book value of $862,000. The principal balance of the loans on which the servicing was sold amounted to $134,465,000. During 2006 and 2005, the Bank recorded a gross recovery of the impairment allowance totaling approximately $41,000 and $97,000, respectively.

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Table of Contents

Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 7 — Intangible Assets
As a result of the acquisition of Alliance (Note 2) in 2005, the Company has recorded certain amortizable intangible assets related to core deposit intangibles. The Core deposit intangible is being amortized over ten years using an accelerated method. Additionally, the Company has a noncompete agreement being amortized over four years from the acquisition of a mortgage company in 2003. Amortizable intangible assets are summarized as follows:
                                 
    2006     2005  
    Gross                    
    Carrying     Accumulated     Gross Carrying     Accumulated  
December 31   Amount     Amortization     Amount     Amortization  
 
Amortizable intangible assets
                               
Core deposit intangible
  $ 2,952     $ (553 )   $ 2,952     $ (208 )
Noncompete agreement
    90       (77 )     90       (54 )
     
 
                               
 
  $ 3,042     $ (630 )   $ 3,042     $ (262 )
     
Amortization expense for intangible assets totaled $368, $230 and $22 for the years ended December 31, 2006, 2005 and 2004, respectively. Estimated amortization for the years ending December 31 are as follows:
         
2007     $ 344
2008       317
2009       305
2010       292
2011       280
Thereafter     874
       
      $ 2,412
       
Note 8 — Deposits
                 
December 31   2006     2005  
 
Noninterest-bearing demand deposits
  $ 81,949     $ 148,127  
Interest-bearing demand deposits
    307,147       196,016  
Money market (variable rate)
    129,981       167,466  
Savings deposits
    31,495       37,956  
Certificates of deposit of $100,000 or more
    151,342       111,843  
Other certificates and time deposits
    212,059       194,158  
     
 
               
Total deposits
  $ 913,973     $ 855,566  
     

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Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Certificates and other time deposits maturing in years ending December 31 are as follows:
       
2007
  $ 317,181
2008
    36,116
2009
    7,374
2010
    1,946
2011     276
Thereafter     508
     
 
    $ 363,401
     
Note 9 — Short-Term Borrowings
                 
December 31   2006     2005  
 
Federal funds purchased
  $     $ 7,000  
Federal Home Loan Bank advances
    40,000        
Securities sold under agreements to repurchase
    38,642       35,824  
Notes payable
    5,200       7,200  
     
 
               
Total short-term borrowings
  $ 83,842     $ 50,024  
     
Securities sold under agreements to repurchase consist of obligations of the Bank to other parties. The obligations are secured by U.S. agency and mortgage-backed securities and such collateral is held in safekeeping by third parties. The maximum amount of outstanding agreements at any month end during 2006 and 2005 totaled $70,179,000 and $61,825,000 and the daily average of such agreements totaled $63,098,000 and $57,526,000, respectively. The agreements at December 31, 2006, mature at various dates through October 27, 2009. Agreements with a maturity of one year or less are included in short-term borrowings, while those with a maturity of more than one year are included in long-term debt.
At December 31, 2006, the Bank had one adjustable rate short-term advance with the Federal Home Loan Bank that matured on January 2, 2007. There were no outstanding adjustable rate short-term advances at December 31, 2005.
Horizon has an unsecured $12,000,000 line of credit, of which, $5.2 million was outstanding at December 31, 2006. The line of credit is from an unrelated financial institution with interest payable quarterly at a rate indexed to LIBOR. The note matures within one year.
At December 31, 2006, the Bank has available approximately $197,693,000 in credit lines with various money center banks, including the FHLB.

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Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 10 — Long-Term Debt
                 
December 31   2006     2005  
 
Federal Home Loan Bank advances, variable and fixed rates ranging from 2.86% to 7.53%, due at various dates through November 15, 2024
  $ 97,951     $ 107,609  
Securities sold under repurchase agreements, fixed rate
    18,000       26,000  
     
 
               
Total long-term debt
  $ 115,951     $ 133,609  
     
The Federal Home Loan Bank advances are secured by first and second mortgage loans totaling approximately $436,088,000. Advances are subject to restrictions or penalties in the event of prepayment.
Contractual maturities in years ending December 31
         
2007       $   23,168
2008       5,294
2009       10,134
2010       142
2011       30,143
Thereafter     47,070
         
 
        $ 115,951
         
Note 11 — Subordinated Debentures
In March of 2002, Horizon formed Horizon Statutory Trust I (Trust I), a statutory business trust. Trust I issued $12.372 million of Trust Preferred Capital Securities as a participant in a pooled trust preferred securities offering. Horizon issued junior subordinated debentures aggregating $12.372 million to Trust I. The junior subordinated debentures are the sole assets of Trust I. The junior subordinated debentures and the trust preferred securities pay interest and dividends, respectively, on a quarterly basis. The junior subordinated debentures and the securities bear interest at a rate of 90-day LIBOR plus 3.60% and mature on March 26, 2032, and are noncallable for five years. After that period, the securities may be called at any quarterly interest payment date at par. These securities have been called and will be redeemed on March 26, 2007. Costs associated with the issuance of the securities totaling $362,000 were capitalized and are being amortized to the first call date of the securities.
In October of 2004, Horizon formed Horizon Statutory Trust II (Trust II), a statutory business trust. Trust II issued $10.310 million of Trust Preferred Capital Securities as a participant in a pooled trust preferred securities offering. Horizon issued junior subordinated debentures aggregating $10.310 million to Trust II. The junior subordinated debentures are the sole assets of Trust II. The junior subordinated debentures and the trust preferred securities pay interest and dividends, respectively, on a quarterly basis. The junior subordinated debentures and the securities bear interest at a rate of 90 day LIBOR plus 1.95% and mature on October 21, 2034, and are noncallable for five years. After that period, the securities may be called at any quarterly interest payment date at par. Costs associated with the issuance of the securities totaling $17,500 were capitalized and are being amortized to the first call date of the securities.

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Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
In December of 2006, Horizon formed Horizon Bancorp Capital Trust III (Trust III), a statutory business trust. Trust III issued $12.372 million of Trust Preferred Capital Securities as a participant in a pooled trust preferred securities offering. Horizon issued junior subordinated debentures aggregating $12.372 million to Trust III. The junior subordinated debentures are the sole assets of Trust III. The junior subordinated debentures and the trust preferred securities pay interest and dividends, respectively, on a quarterly basis. The junior subordinated debentures and the securities bear interest at a rate of 90 day LIBOR plus 1.65% and mature on January 30, 2037, and are noncallable for five years. After that period, the securities may be called at any quarterly interest payment date at par. Costs associated with the issuance of the securities totaling $12,647 were capitalized and are being amortized to the first call date of the securities. The proceeds of this issue will be used to redeem the securities issued by Trust I on March 26, 2007.
The Company assumed additional debentures as the result of the acquisition of Alliance in 2005. In June 2004, Alliance formed Alliance Financial Statutory Trust I (Alliance Trust) to issue the $5.155 million in trust preferred securities. Alliance had issued junior subordinated debentures aggregating $5.155 million to Alliance Trust. The junior subordinated debentures are the sole assets of Alliance Trust. The junior subordinated debentures and the trust preferred securities pay interest and dividends, respectively, on a quarterly basis. The junior subordinated debentures and the securities bear interest at a rate of 90-day LIBOR plus 2.65%, mature in June 2034, and are noncallable for five years. After that period, the securities may be called at any quarterly interest payment date at par.
The Trust Preferred Capital Securities, subject to certain limitations, are included in Tier 1 Capital for regulatory purposes. At December 31, 2006, $20.605 million of the $40.209 million in securities were not included in Tier 1 Capital for regulatory purposes. Dividends on the Trust Preferred Capital Securities are recorded as interest expense.
Note 12 — Employee Stock Bonus Plan
Horizon maintains an employee stock bonus plan (Stock Bonus Plan) that covers substantially all employees. The Stock Bonus Plan is noncontributory and Horizon may make matching contributions of amounts contributed by employees to the Employee Thrift Plan and discretionary contributions. Prior to the establishment of the Stock Bonus Plan, Horizon maintained an employee stock ownership plan (ESOP) that was terminated. Effective January 1, 2007, the stock bonus plan was converted back to a new ESOP. The prior ESOP accounts of active employees and the discretionary accounts of active employees will remain in the new ESOP. The Matching contribution accounts under the Stock Bonus Plan will be transferred to the Horizon Bancorp Employees’ Thrift Plan. The retirement plans of Horizon own approximately 14.7% of the outstanding shares.
Total cash contributions and expense recorded for the Stock Bonus Plan was $200,000 in 2006 and 2005 and $250,000 in 2004.

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Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 13 — Employee Thrift Plan
The Employee Thrift Plan (Plan) provides that all employees of Horizon with the requisite hours of service are eligible for the Plan. The Plan permits voluntary employee contributions and Horizon may make discretionary matching and profit sharing contributions. Each eligible employee is vested according to a schedule based upon years of service. Employee voluntary contributions are vested at all times and Horizon’s discretionary contributions vest over a six-year period. The Bank’s expense related to the thrift plan totaled approximately $332,000 in 2006, $384,000 in 2005 and $300,000 for 2004.
Note 14 — Other Expenses
                         
Years Ended December 31   2006     2005     2004  
 
Supplies and printing
  $ 466     $ 452     $ 403  
Advertising
    613       659       553  
Communication
    479       480       436  
Directors fees
    279       272       274  
Insurance expense
    466       509       376  
Postage
    340       301       264  
Amortization of intangibles
    367       230       22  
Travel and entertainment
    530       527       430  
Other
    1,146       906       899  
     
 
                       
Total other expenses
  $ 4,686     $ 4,336     $ 3,657  
     
Note 15 — Income Tax
                         
Years Ended December 31   2006     2005     2004  
 
Income tax expense
                       
Currently payable
                       
Federal
  $ 2,381     $ 2,226     $ 2,445  
State
    535       545       507  
Deferred
    (78 )     174       (458 )
     
 
                       
Total income tax expense
  $ 2,838     $ 2,945     $ 2,494  
     
 
                       
Reconciliation of federal statutory to actual tax expense
                       
Federal statutory income tax at 34%
  $ 3,510     $ 3,412     $ 3,206  
Tax exempt interest
    (1,009 )     (841 )     (882 )
Tax exempt income
    (170 )     (175 )     (185 )
Nondeductible and other
    154       189       20  
Effect of state income taxes
    353       360       335  
     
 
                       
Actual tax expense
  $ 2,838     $ 2,945     $ 2,494  
     

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Table of Contents

Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
A cumulative net deferred tax asset is included in other assets. The components of the asset are as follows:
                 
December 31   2006     2005  
 
Assets
               
Allowance for loan losses
  $ 3,757     $ 4,011  
Accrued operating expenses
    101       233  
Director and employee benefits
    855       738  
Net operating loss carryforward
    60       173  
Tax credit carry forward
    82       253  
Unrealized loss on securities available for sale
    811       1,536  
     
Total assets
    5,666       6,944  
     
 
               
Liabilities
               
Depreciation
    (1,062 )     (1,351 )
Federal Home Loan Bank stock dividends
    (326 )     (378 )
Difference in basis of intangible assets
    (959 )     (1,166 )
Difference in basis of assets
    (185 )     (133 )
Difference in basis of liabilities
    (5 )     (126 )
Other
    (110 )     (124 )
     
Total liabilities
    (2,647 )     (3,278 )
     
 
               
Net deferred tax asset
  $ 3,019     $ 3,666  
     
Note 16 — Other Comprehensive Income (Loss)
                         
Years Ended December 31   2006     2005     2004  
 
Unrealized losses on securities:
                       
Unrealized holding gains (losses) arising during the year
  $ 1,307     $ (5,765 )   $ (1,816 )
Less: reclassification adjustment for gains (losses) realized in net income
    (764 )     4        
     
Net unrealized gains (losses)
    2,071       (5,769 )     (1,816 )
Tax (expense) benefit
    (725 )     2,022       635  
     
 
                       
Other comprehensive income (loss)
  $ 1,346     $ (3,747 )   $ (1,181 )
     

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Table of Contents

Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 17 — Commitments, Off-Balance Sheet Risk and Contingencies
Because of the nature of its activities, Horizon is subject to pending and threatened legal actions that arise in the normal course of business. In management’s opinion, after consultation with counsel, none of the litigation to which Horizon or any of its subsidiaries is a party will have a material effect on the consolidated financial position or results of operations of Horizon.
The Bank was required to have approximately $1,478,000 of cash on hand or on deposit with the Federal Reserve Bank to meet regulatory reserve and clearing balance requirements at December 31, 2006. These balances are included in cash and cash equivalents and do not earn interest.
The Bank is a party to financial instruments with off-balance sheet risk in the ordinary course of business to meet financing needs of its customers. These financial instruments include commitments to make loans and standby letters of credit. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to make loans and standby letters of credit is represented by the contractual amount of those instruments. The Bank follows the same credit policy to make such commitments as is followed for those loans recorded in the financial statements.
At December 31, 2006 and 2005, commitments to make loans amounted to approximately $154,686,000 and $149,429,000 and commitments under outstanding standby letters of credit amounted to approximately $3,000,000 and $1,995,000. Since many commitments to make loans and standby letters of credit expire without being used, the amount does not necessarily represent future cash advances. No losses are anticipated as a result of these transactions. Collateral obtained upon exercise of the commitment is determined using management’s credit evaluation.
Note 18 — Regulatory Capital
Horizon and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies and are assigned to a capital category. The assigned capital category is largely determined by three ratios that are calculated according to the regulations: total risk adjusted capital, Tier I capital and Tier I leverage ratios. The ratios are intended to measure capital relative to assets and credit risk associated with those assets and off-balance sheet exposures of the entity. The capital category assigned to an entity can also be affected by qualitative judgments made by regulatory agencies about the risk inherent in the entity’s activities that are not part of the calculated ratios.
There are five capital categories defined in the regulations, ranging from well capitalized to critically undercapitalized. Classification of a bank in any of the undercapitalized categories can result in actions by regulators that could have a material effect on a bank’s operations. As a condition of approval for the Alliance acquisition, the OCC required Horizon Bank to maintain regulatory capital ratios at 100 basis points above the well capitalized minimums shown below. At December 31, 2006 and 2005, Horizon and the Bank are categorized as well capitalized and met all subject capital adequacy requirements including the requirements imposed with the approval of the Alliance acquisition noted above.

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Table of Contents

Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
During the course of a periodic examination by the Bank’s regulators that commenced in February 2003, the examination personnel raised the issue of whether the Bank’s mortgage warehouse loans should be treated as other loans rather than home mortgages for call report purposes. If these loans are treated as other loans for regulatory reporting purposes, it would change the calculations for risk based capital and reduce the Bank’s risk-based capital ratios. Management believes that it has properly characterized the loans in its mortgage warehouse loan portfolio for risk-based capital purposes, but there is no assurance that the regulators will concur with that determination. Should the call report classification of the loans be changed, Horizon and the Bank would still be categorized as well capitalized at December 31, 2006 and 2005.
Horizon’s and the Bank’s actual and required capital amounts and ratios are as follows:
                                                 
                                    Minimum Required
                                    To Be Well
                    Minimum Required   Capitalized 1 Under
                    for Capital 1   Prompt Corrective
                    Adequacy   Action
    Actual   Purposes   Requirements
    Amount   Ratio   Amount   Ratio   Amount   Ratio
 
As of December 31, 2006
                                               
Total capital 1 (to risk-weighted assets) Consolidated
  $ 102,897       12.92 %   $ 63,738       8.00 %     N/A       N/A  
Bank
    89,327       11.26       63,444       8.00     $ 79,305       10.00 %
Tier I capital 1 (to risk-weighted assets)                                                
Consolidated
    73,554       9.23       31,869       4.00       N/A       N/A  
Bank
    80,589       10.16       31,722       4.00       47,583       6.00  
Tier I capital 1 (to average assets)
                                               
Consolidated
    73,554       6.25       47,040       4.00       N/A       N/A  
Bank
    80,589       6.89       46,760       4.00       58,449       5.00  
 
As of December 31, 2005
                                               
Total capital 1 (to risk-weighted assets)
                                               
Consolidated
  $ 83,052       11.54 %   $ 57,575       8.00 %     N/A       N/A  
Bank
    84,974       11.82       57,512       8.00     $ 71,890       10.00 %
Tier I capital 1 (to risk-weighted assets)
                                               
Consolidated
    63,623       8.84       28,789       4.00       N/A       N/A  
Bank
    76,606       10.66       28,745       4.00       43,118       6.00  
Tier I capital 1 (to average assets)
                                               
Consolidated
    63,623       5.83       43,652       4.00       N/A       N/A  
Bank
    76,607       7.02       43,650       4.00       54,563       5.00  
 
1 As defined by regulatory agencies

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Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 19 — Share Based Compensation
Horizon maintained the 1987 Nonqualified Stock Option and Stock Appreciation Right Plan (1987 Plan). As of December 31, 2006, no options or stock appreciation rights for the 1987 Plan were outstanding or available for grant. No compensation expense relating to the 1987 Plan was recorded in 2006 or 2005.
Under Horizon’s 1997 Stock Option and Stock Appreciation Right Plan (1997 Plan), which is accounted for in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004) Share-Based Payment (FAS 123R), Horizon may grant certain officers and employees stock option awards or stock appreciation rights which vest and become fully exercisable at the end of five years of continued employment. SARs entitle eligible employees to receive cash, stock or a combination of cash and stock totaling the excess, on the date of exercise, of the fair market value of the shares of common stock covered by the option over the option exercise price. The underlying stock options are deemed to have been cancelled upon exercise of the SARs. In the third quarter of 2002, Horizon entered into agreements with participants that capped the value of their SARs at $14.67 per share and discontinued any future vesting. No additional compensation expense is recognized when the fair value of Horizon stock exceeds $14.67 per share as there is a presumption that participants will exercise their options rather than the SARs. No compensation expense relating to the SARs was recorded in 2006, 2005 or 2004.
A summary of option activity under the 1997 Plan as of December 31, 2006 and changes during the year then ended, is presented below:
                                 
                    Weighted-        
            Weighted-     Average     Aggregate  
            Average     Remaining     Intrinsic  
    Shares     Exercise Price     Term     Value  
 
Outstanding, beginning of year
    127,799     $ 8.73                  
Granted
                           
Exercised
    (90,279 )     8.85                  
Forfeited or expired
                           
 
                             
 
                               
Outstanding, end of year
    37,520     $ 8.43     $ 4.46     $ 713  
 
                           
 
                               
Exercisable, end of year
    35,720     $ 7.95     $ 4.38     $ 696  
 
                           
There were no options granted during the years 2006, 2005 and 2004. The total intrinsic value of options exercised during the years ended December 31, 2006, 2005 and 2004, was $1,860,528, $3,321,166 and $835,291, respectively.

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Table of Contents

Horizon Bancorp
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
On January 21, 2003, the Board of Directors adopted the Horizon Bancorp 2003 Omnibus Equity Incentive Plan (2003 Plan) which was approved by stockholders on May 8, 2003. Under the 2003 Plan, Horizon may issue up to 150,000 common shares, plus the number of shares that are tendered to or withheld by Horizon in connection with the exercise of options plus that number of shares that are purchased by Horizon with the cash proceeds received upon option exercises. The 2003 Plan limits the number of shares available to 150,000 for incentive stock options and to 75,000 for the grant of nonqualified option awards. The shares available for issuance under the 2003 Plan may be divided among the various types of awards and among the participants as the Compensation Committee (Committee) determines. The Committee is authorized to grant any type of award to a participant that is consistent with the provisions of the 2003 Plan. Awards may consist of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, performance units, performance shares or any combination of these awards. The Committee determines the provisions, terms and conditions of each award. The restricted shares vest at the end of five years of continuous employment. Holders of restricted shares receive dividends and may vote the shares. The restricted shares are recorded at fair market value (on the date granted) as a separate component of stockholders’ equity. The cost of these shares are being amortized against earnings using the straight-line method over five years. The options shares granted under the 2003 plan vest at a rate of 20% per year. The restricted shares granted under the 2003 Plan vest after five years.
The fair value of options granted is estimated on the date of the grant using an option-pricing model with the following weighted-average assumptions:
                         
December 31   2006   2005   2004
 
Dividend yields
    2.14 %     1.87 %     2.04 %
Volatility factors of expected market price of common stock
    18.10 %     19.97 %     23.37 %
Risk-free interest rates
    5.20 %     4.37 %     4.44 %
Expected life of options
  9 years   9 years   9 years
A summary of option activity under the 2003 Plan as of December 31, 2006, and changes during the year then ended, is presented below:
                                 
                    Weighted-        
                    Average        
            Weighted-     Remaining     Aggregate  
            Average     Contractual     Intrinsic  
    Shares     Exercise Price     Term     Value  
 
Outstanding, beginning of year
    24,000     $ 24.43                  
Granted
    10,000       26.04                  
Exercised
    (400 )     23.56                  
Forfeited or expired
    (600 )     23.56                  
 
                             
 
                               
Outstanding, end of year
    33,000     $ 24.96     $ 8.34     $ 83  
 
                           
 
                               
Exercisable, end of year
    8,200     $ 24.07     $ 7.73     $ 28  
 
                           

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Table of Contents

Horizon Bancorp and Subsidiaries
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
The weighted average grant-date fair value of options granted during the years 2006, 2005 and 2004 was $7.12, $7.66 and $6.97, respectively. The total intrinsic value of options exercised during the year ended December 31, 2006 was $956. No options granted under the 2003 Plan were exercised in 2005 or 2004.
A summary of the status of Horizon’s nonvested, restricted shares as of December 31, 2006 and 2005, is presented below:
                                 
    2006     2005  
            Weighted             Weighted  
            Average Grant             Average Grant  
    Shares     Date Fair Value     Shares     Date Fair Value  
     
Nonvested, end of year
    45,000     $ 23.56       45,000     $ 23.56  
There were no shares granted, vested or forfeited during 2006. These restricted shares all vest on August 2, 2009.
Total compensation cost recognized in the income statement for option-based payment arrangements during 2006 was $40,000 and the related tax benefit recognized was $16,000. No cost was recognized for the years 2005 and 2004.
Total compensation cost recognized in the income statement for restricted share based payment arrangements during 2006, 2005 and 2004 was $212,000, $212,000 and $88,000, respectively. The recognized tax benefit related thereto was $84,000, $84,000 and $35,000 for the years ended December 31, 2006, 2005 and 2004, respectively.
Cash received from option exercise under all share-based payment arrangements for the years ended December 31, 2006, 2005 and 2004 was $735,000, $946,000 and $445,000, respectively. The actual tax benefit realized for the tax deductions from option exercise of the share-based payment arrangements totaled $723,000, $1,139,000 and $308,000, respectively, for the years ended December 31, 2006, 2005 and 2004.
As of December 31, 2006, there was $706,000 of total unrecognized compensation cost related to all nonvested share-based compensation arrangements granted under all of the plans. That cost is expected to be recognized over a weighted-average period of 2.8 years.
Note 20 — FDIC One-Time Assessment Credit
Effective November 17, 2006, the FDIC implemented a one-time credit of $4.7 billion to eligible institutions. The purpose of the credit is to recognize contributions made by certain institutions to capitalize the Bank Insurance Fund and Savings Association Insurance Fund, which have now been merged into the Deposit Insurance Fund. The Bank is an eligible institution and has received notice from the FDIC that its share of the credit is $458,184. This amount is not reflected in the accompanying financial statements as it represents contingent future credits against future insurance assessment payments. As such, the timing and ultimate recoverability of the one-time credit may change.

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Table of Contents

Horizon Bancorp and Subsidiaries
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 21 — Fair Values of Financial Instruments
The estimated fair value amounts were determined using available market information, current pricing information applicable to Horizon and various valuation methodologies. Where market quotations were not available, considerable management judgment was involved in the determination of estimated fair values. Therefore, the estimated fair value of financial instruments shown below may not be representative of the amounts at which they could be exchanged in a current or future transaction. Due to the inherent uncertainties of expected cash flows of financial instruments, the use of alternate valuation assumptions and methods could have a significant effect on the derived estimated fair value amounts.
The estimated fair values of financial instruments, as shown below, are not intended to reflect the estimated liquidation or market value of Horizon taken as a whole. The disclosed fair value estimates are limited to Horizon’s significant financial instruments at December 31, 2006 and 2005. These include financial instruments recognized as assets and liabilities on the consolidated balance sheet as well as certain off-balance sheet financial instruments. The estimated fair values shown below do not include any valuation of assets and liabilities which are not financial instruments as defined by SFAS No. 107, Disclosures about Fair Value of Financial Instruments.
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Cash and Cash Equivalents — The carrying amounts approximate fair value.
Interest-Bearing Deposits — The carrying amounts approximate fair value.
Investment Securities — For debt and marketable equity securities available for sale and held to maturity, fair values are based on quoted market prices or dealer quotes. For those securities where a quoted market price is not available, carrying amount is a reasonable estimate of fair value based upon comparison with similar securities.
Net Loans — The fair value of portfolio loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The carrying amounts of loans held for sale approximate fair value.
Interest Receivable/Payable — The carrying amounts approximate fair value.
FHLB and FRB Stock — Fair value of FHLB and FRB stock is based on the price at which it may be resold to the FHLB and FRB.
Deposits — The fair value of demand deposits, savings accounts, interest-bearing checking accounts and money market deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit is estimated by discounting the future cash flows using rates currently offered for deposits of similar remaining maturity.
Short-Term Borrowings — The carrying amounts approximate fair value.
Long-Term Borrowings — Rates currently available to Horizon for debt with similar terms and remaining maturities are used to estimate fair values of existing long-term borrowings.

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Table of Contents

Horizon Bancorp and Subsidiaries
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Subordinated Debentures — Rates currently available for debentures with similar terms and remaining maturities are used to estimate fair values of existing debentures.
Commitments to Extend Credit and Standby Letter of Credit — The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date. Due to the short-term nature of these agreements, carrying amounts approximate fair value.
The estimated fair values of Horizon’s financial instruments are as follows:
                                 
    2006   2005
    Carrying   Fair   Carrying   Fair
December 31   Amount   Value   Amount   Value
 
Assets
                               
Cash and cash equivalents
  $ 52,312     $ 52,312     $ 39,250     $ 39,250  
Interest-bearing deposits
    898       898       15,735       15,735  
Investment securities available for sale
    243,078       243,078       275,177       275,177  
Loans including loans held for sale, net
    848,199       855,468       726,806       720,747  
Interest receivable
    6,094       6,094       5,813       5,813  
Stock in FHLB and FRB
    12,136       12,136       12,983       12,983  
 
                               
Liabilities
                               
Noninterest-bearing deposits
    81,949       81,949       148,127       148,127  
Interest-bearing deposits
    832,024       821,701       707,439       678,304  
Short-term borrowings
    83,842       83,842       50,024       50,024  
Long-term debt
    115,951       131,258       133,609       132,204  
Subordinated debentures
    40,209       44,032       27,837       27,906  
Interest payable
    1,771       1,771       1,663       1,663  

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Horizon Bancorp and Subsidiaries
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 22 — Condensed Financial Information (Parent Company Only)
Presented below is condensed financial information as to financial position, results of operations and cash flows of Horizon Bancorp:
Condensed Balance Sheets
                 
December 31   2006     2005  
 
Assets
               
Total cash and cash equivalents
  $ 481     $ 611  
Investment securities, available for sale
    12,024        
Investment in Bank
    87,307       82,452  
Other assets
    8,295       6,176  
     
 
               
Total assets
  $ 108,107     $ 89,239  
     
 
               
Liabilities
               
Short-term borrowings
  $ 5,200     $ 7,200  
Subordinated debentures
    40,209       27,837  
Other liabilities
    821       672  
Stockholders’ Equity
    61,877       53,530  
     
 
               
Total liabilities and stockholders’ equity
  $ 108,107     $ 89,239  
     
Condensed Statements of Income
                         
Years Ended December 31   2006     2005     2004  
 
Operating Income (Expense)
                       
Dividend income from Bank
  $ 5,900     $ 9,900     $ 4,800  
Investment income
    91       48       19  
Other Income
    4              
Interest expense
    (2,675 )     (1,800 )     (825 )
Employee benefit expense
    (433 )     (412 )     (338 )
Other expense
    (155 )     (153 )     (94 )
     
 
                       
Income Before Undistributed Income of Subsidiaries
    2,732       7,583       3,562  
 
                       
Undistributed Income (Loss) of Subsidiaries
    3,497       (1,435 )     2,873  
     
 
                       
Income Before Tax
    6,229       6,148       6,435  
 
                       
Income Tax Benefit
    1,255       943       500  
     
 
                       
Net Income
  $ 7,484     $ 7,091     $ 6,935  
     

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Horizon Bancorp and Subsidiaries
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Condensed Statements of Cash Flows
                         
Years Ended December 31   2006     2005     2004  
 
Operating Activities
                       
Net income
  $ 7,484     $ 7,091     $ 6,935  
Items not requiring (providing) cash Distributions in excess (equity in undistributed) net income of Bank
    (3,497 )     1,435       (2,860 )
Equity in undistributed net income of Insurance Company
                (13 )
Change in
                       
Income taxes receivable
    (1,745 )           703  
Dividends receivable from Bank
    (100 )     (1,600 )      
Other assets
    298       (1,348 )     (1,166 )
Other liabilities
    149       (785 )     127  
     
Net cash provided by operating activities
    2,589       4,793       3,726  
     
 
                       
Investing Activities
                       
Purchases of securities available for sale
    (12,024 )            
Investment in Insurance Company
                563  
Investment in Bank
          (8,764 )     (7,500 )
Investment in Statutory Trusts
    (372 )           (310 )
Acquisition, net of cash acquired
          (2,901 )      
     
Net cash used in investing activities
    (12,396 )     (11,665 )     (7,247 )
     
 
                       
Financing Activities
                       
Dividends paid
    (1,811 )     (1,660 )     (1,481 )
Change in short-term borrowings
    (2,000 )     7,200       (5,000 )
Issuance of stock
    1,244       1,853       696  
Proceeds from issuance of trust preferred securities
    12,372             10,310  
Purchase of treasury stock
    (128 )     (651 )     (848 )
     
Net cash provided by financing activities
    9,677       6,742       3,677  
     
 
                       
Net Change in Cash and Cash Equivalents
    (130 )     (130 )     156  
 
                       
Cash and Cash Equivalents at Beginning of Year
    611       741       585  
     
 
                       
Cash and Cash Equivalents at End of Year
  $ 481     $ 611     $ 741  
     

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Horizon Bancorp and Subsidiaries
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 23 — Quarterly Results of Operations (Unaudited)
The following is a summary of the quarterly consolidated results of operations:
                                 
Three Months Ended 2006   March 31   June 30   September 30   December 31
 
Interest income
  $ 15,663     $ 16,650     $ 17,758     $ 18,609  
Interest expense
    7,853       8,814       9,946       10,522  
     
Net interest income
    7,810       7,836       7,812       8,087  
Loss on sale of securities available for sale
    158       91       515        
Provision for loan losses
    380       225       120       180  
Net income
    1,449       1,834       1,968       2,233  
 
                               
Earnings per share
                               
Basic
  $ .46     $ .58     $ .62     $ .70  
     
 
                               
Diluted
  $ .45     $ .57     $ .61     $ .69  
     
 
                               
Average shares outstanding
                               
Basic
    3,142,219       3,183,870       3,189,004       3,193,306  
     
 
                               
Diluted
    3,203,206       3,209,294       3,211,777       3,238,648  
     
                                 
Three Months Ended 2005   March 31   June 30   September 30   December 31
 
Interest income
  $ 11,795     $ 13,235     $ 15,741     $ 16,022  
Interest expense
    5,022       5,956       7,193       7,749  
     
 
                               
Net interest income
    6,773       7,279       8,548       8,273  
Provision for loan losses
    330       381       360       450  
Net income
    1,303       1,680       2,028       2,080  
 
                               
Earnings per share
                               
Basic
  $ .43     $ .55     $ .66     $ .67  
     
 
                               
Diluted
  $ .42     $ .53     $ .64     $ .65  
     
 
                               
Average shares outstanding
                               
Basic
    3,016,609       3,066,512       3,074,705       3,111,583  
     
 
                               
Diluted
    3,140,322       3,157,731       3,165,847       3,186,780  
     

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Report of Independent Registered Public Accounting Firm
Audit Committee, Board of Directors and Stockholders
Horizon Bancorp
Michigan City, Indiana
We have audited the accompanying consolidated balance sheets of Horizon Bancorp as of December 31, 2006 and 2005, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Horizon Bancorp as of December 31, 2006 and 2005, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.
     
 
  (BKD LLP)
 
   
 
  BKD, llp
Fort Wayne, Indiana
March 13, 2007

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Horizon Bancorp
Management’s Report on Financial Statements
Management is responsible for the preparation and presentation of the consolidated financial statements and related notes on the preceding pages. The statements have been prepared in conformity with accounting principles generally accepted in the United States of America appropriate in the circumstances and include amounts that are based on management’s best estimates and judgments. Financial information elsewhere in the Annual Report is consistent with that in the consolidated financial statements.
In meeting its responsibility for the accuracy of the consolidated financial statements, management relies on Horizon’s system of internal accounting controls. This system is designed to provide reasonable assurance that assets are safeguarded and transactions are properly recorded to permit the preparation of appropriate financial information. The system of internal controls is supplemented by a program of internal audits to independently evaluate the adequacy and application of financial and operating controls and compliance with Company policies and procedures.
The Audit Committee of the Board of Directors meets periodically with management, the independent accountants and the internal auditors to ensure that each is properly discharging its responsibilities with regard to the consolidated financial statements and internal accounting controls. The independent accountants have full and free access to the Audit Committee and meet with it to discuss auditing and financial reporting matters.
The consolidated financial statements in the Annual Report have been audited by BKD, llp, independent registered public accounting firm, for 2006, 2005 and 2004. Their audits were conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and included consideration of internal accounting controls, tests of accounting records and other audit procedures to the extent necessary to allow them to express their opinion on the fairness of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America.

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Horizon Bancorp
Summary of Selected Financial Data
(Dollar Amounts In Thousands Except Per Share Data and Ratios)
                                         
    2006   2005   2004   2003   2002
 
Earnings
                                       
Net interest income
  $ 31,545     $ 30,873     $ 25,422     $ 24,151     $ 23,153  
Provision for loan losses
    905       1,521       990       1,350       1,625  
Total noninterest income
    10,137       9,813       10,669       11,140       10,249  
Total noninterest expense
    30,455       29,129       25,672       24,771       23,403  
Provision for income taxes
    2,838       2,945       2,494       2,636       2,778  
     
Net income from continuing operations
    7,484       7,091       6,935       6,534       5,596  
Cumulative effective of change in accounting for goodwill, net of tax
                            (97 )
     
 
Net income
  $ 7,484     $ 7,091     $ 6,935     $ 6,534     $ 5,499  
     
 
Cash dividend declared
  $ 1,811     $ 1,660     $ 1,481     $ 1,311     $ 1,211  
     
 
                                       
Per Share Data
                                       
Net income basic
  $ 2.36     $ 2.31     $ 2.32     $ 2.19     $ 1.85  
Net income diluted
    2.33       2.24       2.22       2.10       1.83  
Cash dividends declared
    .56       .53       .49       .44       .41  
Book value at period end
    19.11       17.01       16.56       15.48       13.93  
Weighted average shares outstanding
                                       
Basic
    3,177,272       3,067,632       2,993,696       2,978,161       2,975,394  
Diluted
    3,217,050       3,162,950       3,123,325       3,108,178       3,003,381  
 
                                       
Period End Totals
                                       
Loans, net of deferred loan fees and unearned income
  $ 843,834     $ 732,734     $ 564,042     $ 447,718     $ 535,793  
Allowance for loan losses
    8,738       8,368       7,193       6,909       6,255  
Total assets
    1,222,430       1,127,875       913,831       757,443       720,502  
Total deposits
    913,973       855,566       612,217       546,168       489,259  
Total borrowings
    240,002       211,470       244,668       158,585       183,893  

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Horizon Bancorp
Summary of Selected Financial Data
(Dollar Amounts In Thousands Except Per Share Data and Ratios)
(Continued)
                                         
    2006   2005   2004   2003   2002
 
Ratios
                                       
Loan to deposit
    93.76 %     85.64 %     92.76 %     81.97 %     109.51 %
Loan to total funding
    76.73       68.67       65.67       63.53       79.59  
Return on average assets
    .67       .71       .85       .88       .86  
Average stockholders’ equity to average total assets
    5.14       5.19       5.90       6.01       6.06  
Return on average stockholders’ equity
    13.03       13.67       14.38       14.65       14.21  
Dividend payout ratio (dividends divided by net income)
    24.20       21.21       21.36       20.06       22.02  
Price to book value ratio
    143.53       166.42       162.74       184.40       126.85  
Price to earnings ratio
    11.77       12.24       12.14       13.12       9.64  
All share and per share amounts have been adjusted for the 3-for-1 stock split declared October 16, 2001, and the 3-for-2 stock split declared on October 21, 2003.

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Horizon Bancorp
Horizon’s Common Stock and Related Stockholders’ Matters
Horizon common stock is traded on the NASDAQ Global Market under the symbol “HBNC.” The following table sets forth, for the periods indicated, the high and low prices per share. Also summarized below are the cash dividends declared by quarter for 2006 and 2005.
                         
    2006
                    Dividends
    Common Stock Prices   Declared
    High   Low   Per Share
     
First Quarter
  $ 32.23     $ 26.30     $ .14  
 
                       
Second Quarter
    31.00       25.16       .14  
 
                       
Third Quarter
    26.93       25.50       .14  
 
                       
Fourth Quarter
    27.89       25.92       .14  
                         
    2005
                    Dividends
    Common Stock Prices   Declared
    High   Low   Per Share
     
First Quarter
  $ 31.51     $ 27.00     $ .13  
 
                       
Second Quarter
    30.00       24.20       .13  
 
                       
Third Quarter
    28.26       26.55       .13  
 
                       
Fourth Quarter
    27.93       24.95       .14  
There can be no assurance as to the amount of future dividends on Horizon common stock since future dividends are subject to the discretion of the Board of Directors, cash needs, general business conditions and dividends from the bank subsidiary.
The approximate number of holders of outstanding common stock, based upon the number of record holders as of December 31, 2006, is 572.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision of and with the participation of its management, including the Chief Executive Officer and Chief Financial Office, Horizon has evaluated the effectiveness of the design and operation of its disclosure controls (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, such officers have concluded that, as of the evaluation date, Horizon’s disclosure controls and procedures are effective to ensure that the information required to be disclosed by Horizon in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and are designed to ensure that information required to be disclosed in those reports is accumulated and communicated to management as appropriate to allow timely decisions regarding disclosure.
Internal Control Over Financial Reporting
Horizon’s management, including its Chief Executive Officer and Chief Financial Officer, also have concluded that during the fiscal quarter ended December 31, 2006, there were no changes in Horizon’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect Horizon’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
PART III
This information is omitted from this report pursuant to General Instruction G. (3) of Form 10-K as Horizon intends to file with the Commission its definitive Proxy Statement for its 2007 Annual Meeting of Shareholders (the “Proxy Statement”) pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2006.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information relating to Horizon’s directors required by this item is found in the Proxy Statement under “Proposal I — Election of Directors” and is incorporated into this report by reference. The information relating to the Audit Committee of the Board of Directors required by this item is found in the Proxy Statement under “Corporate Governance — The Audit Committee” and is incorporated into this report by reference.
The information relating to Horizon’s executive officers required by this item is included in Part I of this Form 10-K under “Special Item: Executive Officers” and is incorporated into this item by reference.
The information relating to certain filing obligations of directors and executive officers required by this item is found in the Proxy Statement under “Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated into this report by reference.
Horizon has a code of ethics that applies to its directors, chief executive officer and chief

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financial officer. The code is available on Horizon’s website at www.accesshorizon.com.
ITEM 11. EXECUTIVE COMPENSATION
The information on executive and director compensation and compensation committee matters required by this item can be found in the Proxy Statement under “Corporate Governance,” “Compensation Committee Report,” “Compensation Discussion and Analysis,” “Executive Compensation” and “Compensation of Directors” and is incorporated into this report by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Equity Compensation Plan Information
     The following table presents information regarding grants under all equity compensation plans of Horizon through December 31, 2006.
                   
                Number of securities
                remaining available for
                future issuance under
    Number of securities to   Weighted-average   equity compensation
    be issued upon exercise   exercise price of   plans (excluding
    of outstanding options,   outstanding options,   securities reflected in
Plan Category   warrants and rights   warrants and rights   the first column)
 
Equity compensation plans approved by security holders (1)
  68,520     $15.87     144,602  
Equity compensation plans not approved by security holders
  0     0     0  
     
 
                 
Total
  68,520     $15.87     144,602  
       
 
(1)   Represents options granted or available under the 1997 Key Employees’ Stock Option and Stock Appreciation Rights Plan of Horizon Bancorp and the Horizon Bancorp 2003 Omnibus Equity Incentive Plan.
The remaining information required by this item can be found in the Proxy Statement under “Common Stock Ownership by Directors and Executive Officers” and “Stock Ownership of Certain Beneficial Owners” and is incorporated by reference into this report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; AND DIRECTOR INDEPENDENCE
The information required by this item is found in the Proxy Statement under “Corporate Governance” and “Certain Business Relationships and Transactions” and is incorporated by reference into this report.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference from the Proxy Statement section captioned “Accountant Fees and Services.”

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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents Filed As Part of This Annual Report on Form 10-K:
     
 
  1. Financial Statement
 
   
 
  See the Financial Statements included in Item 8.
 
   
 
  2. Financial Statement Schedules
 
   
 
  Financial statement schedules are omitted for the reason that they are not required or are not applicable, or the required information is included in the financial statements.
 
   
 
  3. Exhibits
 
   
 
  The exhibits filed as part of this Annual Report on Form 10-K are identified in the Exhibit Index, which Exhibit Index specifically identifies those exhibits that describe or evidence all management contracts and compensation plans or arrangements required to be filed as exhibits to this Report. Such Exhibit Index is incorporated herein by reference.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized
                   
            Horizon Bancorp  
               
            Registrant  
 
                 
Date:
  March 13, 2007       By:   /s/ Craig M. Dwight  
 
                 
 
              Craig M. Dwight  
 
              President and Chief Executive Officer (Principal  
 
              Executive Officer)  
 
                 
Date:
  March 13, 2007       By :   /s/ James H. Foglesong  
 
                 
 
              James H. Foglesong  
 
              Chief Financial Officer (Principal Financial Officer  
 
              and Principal Accounting Officer)  
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
       
Date   Signature and Title  
 
March 13, 2007
  /s/ Robert C. Dabagia  
 
     
 
  Robert C. Dabagia, Chairman of the Board and  
 
  Director  
 
     
March 13, 2007
  /s/ Craig M. Dwight  
 
     
 
  Craig M. Dwight, President and Chief  
 
  Executive Officer and Director  
 
     
March 13, 2007
  /s/ Susan D. Aaron  
 
     
 
  Susan D. Aaron, Director  
 
     
March 13, 2007
  /s/ James B. Dworkin  
 
     
 
  James B. Dworkin, Director  
 
     
March 13, 2007
  /s/ Charley E. Gillispie  
 
     
 
  Charley E. Gillispie, Director  
 
     
March 13, 2007
  /s/ Daniel F. Hopp  
 
     
 
  Daniel F. Hopp, Director  

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Date   Signature and Title  
 
 
     
 
     
 
  Robert E. McBride, Director  
 
     
March 13, 2007
  /s/ Peter L. Pairitz  
 
     
 
  Peter L. Pairitz, Director  
 
     
March 13, 2007
  /s/ Larry N. Middleton  
 
     
 
  Larry N. Middleton, Director  
 
     
March 13, 2007
  /s/ Bruce E. Rampage  
 
     
 
  Bruce E. Rampage, Director  
 
     
March 13, 2007
  /s/ Robert E. Swinehart  
 
     
 
  Robert E. Swinehart, Director  
 
     
March 13, 2007
  /s/ Spero W. Valavanis  
 
     
 
  Spero W. Valavanis, Director  

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EXHIBIT INDEX
The following exhibits are included in this Form 10-K or are incorporated by reference as noted in the following table:
         
Exhibit        
Number   Description   Incorporated by Reference/Attached
 
1.1
  Placement Agreement, dated December 15,   Incorporated by Reference to Exhibit 1.1 to
 
  2006, among Horizon Bancorp, Horizon   Registrant’s Form 8-K filed December 21,
 
  Capital Trust III and J.P. Morgan Securities   2006
 
  Inc.    
 
       
2.1
  Agreement of Merger and Plan of   Incorporated by Reference to Exhibit 2.1 to
 
  Reorganization for Horizon Bancorp and   Registrant’s Form 8-K filed March 1, 2005
 
  Alliance Financial Corporation    
 
       
2.2
  Amendment to Agreement of Merger and Plan   Incorporated by Reference to Exhibit 2.1 to
 
  of Reorganization for Horizon Bancorp and   Registrant’s Form 8-K filed March 24, 2005
 
  Alliance Financial Corporation    
 
       
3.1
  Articles of Incorporation of Horizon Bancorp,   Incorporated by Reference to Exhibit 3.1 to
 
  as amended   Registrant’s Form 10-Q for the Quarter
 
      Ended September 30, 2003
 
       
3.2
  Amended and Restated Bylaws of Horizon   Incorporated by Reference to Exhibit 3.2 to
 
  Bancorp (as adopted January 21, 2003)   Registrant’s Form 10-K for the Year Ended
 
      December 31, 2002
 
       
4.1
  Indenture, dated as of October 21, 2004,   Incorporated by Reference to Exhibit 4.1 to
 
  between Horizon Bancorp and Wilmington   Registrant’s Form 8-K filed October 27,
 
  Trust Company related to the issuance of   2004
 
  Trust Preferred Securities    
 
       
4.2
  Amended and Restated Declaration of Trust   Incorporated by Reference to Exhibit 4.2 to
 
  of Horizon Bancorp Capital Trust II, dated as   Registrant’s Form 8-K filed October 27,
 
  of October 21, 2004, related to the issuance   2004
 
  of Trust Preferred Securities    
 
       
4.3
  Junior Subordinated Indenture, dated as of   Incorporated by Reference to Exhibit 4.1 to
 
  December 15, 2006, between Horizon   Registrant’s Form 8-K filed December 21,
 
  Bancorp and Wilmington Trust Company.   2006
 
       
4.4
  Amended and Restated Trust Agreement of   Incorporated by Reference to Exhibit 4.2 to
 
  Horizon Bancorp Capital Trust III, dated as   Registrant’s Form 8-K filed December 21,
 
  of December 15, 2006   2006
 
       
10.1*
  1987 Stock Option and Stock Appreciation   Incorporated by Reference to Exhibit 10.1
 
  Rights Plan of Horizon Bancorp, as   to Registrant’s Form 10-K for the Year
 
  amended   Ended December 31, 2001.
 
       
10.2*
  Nonqualified Stock Option and Stock   Incorporated by Reference to Exhibit 10.2
 
  Appreciation Rights Agreement between   to Registrant’s Form 10-K for the Year
 
  Horizon Bancorp and Craig M. Dwight   Ended December 31, 2001
 
       
10.3*
  Supplemental Employee Retirement Plan, as   Incorporated by Reference to Exhibit 10.3
 
  amended   to Registrant’s Form 10-K for the Year
 
      Ended December 31, 2001

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Exhibit        
Number   Description   Incorporated by Reference/Attached
 
10.4*
  1997 Key Employees Stock Option and   Incorporated by Reference to Exhibit 10.4
 
  Stock Appreciation Rights Plan   to Registrant’s Form 10-K for the Year
 
      Ended December 31, 2001
 
       
10.5*
  Form of Amendment No. 1 to Horizon Bancorp   Incorporated by Reference to Exhibit 10.1
 
  Stock Option and Stock Appreciation Rights   to Registrant’s Form 10-Q for the Quarter
 
  Agreement and Schedule Identifying   Ended September 30, 2002
 
  Material Details of Individual Amendments    
 
       
10.6*
  Horizon Bancorp 2003 Omnibus Equity   Incorporated by Reference to Appendix B to
 
  Incentive Plan   the Registrant’s Proxy Statement for the
 
      Annual Meeting of Shareholders Held on
 
      May 8, 2003
 
       
10.7*
  Agreement dated October 18, 1999, between   Incorporated by Reference to Exhibit 10.11
 
  Horizon Bank, N.A., and James D. Neff   to Registrant’s Form 10-K for the year
 
      ended December 31, 2003
 
       
10.8*
  Directors Deferred Compensation Plan   Incorporated by Reference to Exhibit 10.8
 
      to Registrant’s Form 10-K for the year
 
      ended December 31, 2004
 
       
10.9*
  Form of Change of Control Agreement for   Incorporated by Reference to Exhibit 10.9
 
  certain executive officers   to Registrant’s Form 10-K for the year
 
      ended December 31, 2004
 
       
10.10*
  Form of Restricted Stock Award Agreement   Incorporated by Reference to Exhibit 10.10
 
  under 2003 Omnibus Plan   to Registrant’s Form 10-K for the year
 
      ended December 31, 2004
 
       
10.11*
  Form of Option Grant Agreement under 2003   Incorporated by Reference to Exhibit 10.11
 
  Omnibus Plan   to Registrant’s Form 10-K for the year
 
      ended December 31, 2004
 
       
10.12*
  Description of Executive Officer Bonus Plan   Incorporated by Reference to Exhibit 10.12
 
      to Registrant’s Form 10-K for the year
 
      ended December 31, 2004
 
       
10.13
  Guarantee Agreement of Horizon Bancorp,   Incorporated by Reference to Exhibit 10.1
 
  dated as of October 21, 2004, related to   to Registrant’s Form 8-K filed October 27,
 
  the issuance of Trust Preferred Securities   2004
 
       
10.14*
  Horizon Bancorp 2005 Supplemental
Executive Retirement Plan
  Attached
 
       
10.15*
  Employment Agreement, dated July 19, 2006,   Incorporated by Reference to Exhibit 10.1
 
  among Horizon Trust & Management, N.A.,   to Registrant’s Form 8-K filed July 21, 2006
 
  Horizon Bank, Horizon Bancorp and Lawrence    
 
  J. Mazur    
 
       
10.16*
  Amendment to Horizon Bancorp Restricted   Incorporated by Reference to Exhibit 10.2
 
  Stock Award Agreement, dated July 19, 2006   to Registrant’s Form 8-K filed July 21, 2006
 
10.17*
  Employment Agreement, dated December 1,   Incorporated by Reference to Exhibit 10.1
 
  2006, among Horizon Bancorp, Horizon   to Registrant’s Form 8-K filed December 6,

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Exhibit        
Number   Description   Incorporated by Reference/Attached
 
 
  Bank, N.A. and Craig M. Dwight   2006
 
       
10.18*
  Letter Agreement, dated December 1, 2006,   Incorporated by Reference to Exhibit 10.2
 
  between Horizon Bank, N.A. and Craig M.   to Registrant’s Form 8-K filed December 6,
 
  Dwight   2006
 
       
10.19*
  Guarantee Agreement of Horizon Bancorp,   Incorporated by Reference to Exhibit 10.1
 
  dated as of December 15, 2006   to Registrant’s Form 8-K filed
 
      December 21, 2006
 
       
21
  Subsidiaries of Horizon   Attached
 
       
23
  Consent of BKD, llp   Attached
 
       
31.1
  Certification of Craig M. Dwight pursuant   Attached
 
  to Section 302 of the Sarbanes-Oxley Act    
 
  of 2002    
 
       
31.2
  Certification of James H. Foglesong   Attached
 
  pursuant to Section 302 of the    
 
  Sarbanes-Oxley Act of 2002    
 
       
32.1
  Certification of Craig M. Dwight Pursuant   Attached
 
  to 18 U.S.C. Section 1350, as adopted    
 
  pursuant to Section 906 of the    
 
  Sarbanes-Oxley Act of 2002    
 
       
32.2
  Certification of James H. Foglesong   Attached
 
  Pursuant to 18 U.S.C. Section 1350, as    
 
  adopted pursuant to Section 906 of the    
 
  Sarbanes-Oxley Act of 2002    
 
*   Indicates exhibits that describe or evidence management contracts or compensatory plans or arrangements required to be filed as exhibits to this Form 10-K.

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