8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  May 4, 2017
Horizon Bancorp
(Exact Name of Registrant as Specified in Its Charter)
Indiana	000-10792	35-1562417
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
515 Franklin Square, Michigan City, Indiana		46360
(Address of Principal Executive Offices)		(Zip Code)
(219) 879-0211
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01   Regulation FD Disclosure.

Horizon Bancorp (the “Company” or “Horizon”) intends to present financial and other information to the Company’s shareholders at the Annual Meeting of Shareholders to be held on May 4, 2017. The slides for the presentation are attached as Exhibit 99.1 to this Current Report and are incorporated by reference into this Item 7.01.

This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. The filing of this Current Report shall not been deemed an admission as to the materiality of any information in the Current Report that is required to be disclosed solely by reason of Regulation FD.

A cautionary note about forward-looking statements: This Current Report and the presentation materials may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of Horizon and its affiliates. For these statements, Horizon claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in the presentation materials should be considered in conjunction with the other information available about Horizon, including the information in the filings we make with the Securities and Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance.

Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include risk factors relating to the banking industry and the other factors detailed from time to time in Horizon’s reports filed with the Securities and Exchange Commission, including those described in Horizon’s Annual Report on Form 10-K. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Horizon does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.

Use of Non-GAAP Financial Measures: Certain information set forth in the presentation materials attached as Exhibit 99.1 refers to a financial measure determined by methods other than in accordance with GAAP. Specifically, we have included non-GAAP financial measures of core net income and core diluted earnings per share excluding the impact of one-time merger expenses and acquisition-related purchase accounting adjustments, gain on sale of securities, and death benefit on bank owned life insurance. Horizon believes that these non-GAAP financial measures are helpful to investors and provide a greater understanding of our business. The measures are not necessarily comparable to similar measures that may be presented by other companies, and they should not be considered in isolation or as a substitute for the related GAAP measure. A reconciliation of the non-GAAP measures to their GAAP counterparts is included in Exhibit 99.1.

Item 9.01   Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.	Description
99.1	Slide Presentation for Annual Meeting of Shareholders on May 4, 2017

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

Date:  May 4, 2017	Horizon Bancorp
	By:	/s/ Mark E. Secor
		Mark E. Secor Executive Vice President & Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description	Location
99.1	Slide Presentation for Annual Meeting of Shareholders on May 4, 2017	Attached

EX-99.1

Exhibit 99.1

 A NASDAQ Traded Company - Symbol HBNC 

 This presentation may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of Horizon Bancorp and its affiliates (collectively, “Horizon”). For these statements, Horizon claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in the presentation materials should be considered in conjunction with the other information available about Horizon, including the information in the filings we make with the Securities and Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance.Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include risk factors relating to the banking industry and the other factors detailed from time to time in Horizon’s reports filed with the Securities and Exchange Commission, including those described in Horizon’s Annual Report on Form 10-K. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Horizon does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.  Forward-Looking Statements 

 Mark E. SecorEVP & Chief Financial Officer  * 

 Horizon’s Growth Story  * 

 *  Growth Transformation  Based on the daily trading volume during the fourth quarter of 2006 and first quarter of 2017, respectively.Financial data in millions, except for stock price, as of December 31, 2006 and March 31, 2017. Source: SNL Financial   (1)  (2)  (1) 

 *  Growth Transformation  Financial data in millions, except for stock price, as of December 31, 2006 and March 31, 2017. Based on the daily trading volume during the fourth quarter of 2006 and first quarter of 2017, respectively. Source: SNL Financial   (1)  (2)  (2) 

 *  Branch Footprint Then  (1)  December 2006  Locations – 15Counties – 6  Branches 

   7  Branch Footprint Now  (1)  BranchesLoan Production OfficesNew Offices in 2017      March 2017      Locations – 58Counties – 22   

 *  Branch Footprint Now  (1)  BranchesLoan Production OfficesNew Offices in 2017  March 2017  Locations – 58Counties – 22 

 March 31, 2017  December 31, 2011  ($ in Millions)  2011  1Q17  CAGR  Commercial  $352  $1,106  24%  Real Estate  365  623  11%  Consumer  265  417  9%  Total  $983  $2,147  16%  *  Shift to Commercial Lending 

 March 31, 2017  December 31, 2011  ($ in Millions)  2011  1Q17  CAGR  Non-interest  $131  $502  29%  Interest  538  1,432  20%  CDs  341  509  8%  Total  $1,101  $2,444  18%  *  Strong Low Cost Deposit Growth 

 *  Wealth Management Growth Drives Fee Income 

 *  Core net income and diluted EPS excludes one-time merger expenses and acquisition purchase accounting adjustments, gain on sale of securities and death benefit on bank owned life insurance. (See the Appendix for a reconciliation of these non-GAAP amounts to their GAAP counterparts.)2012’s results benefited from a record level of mortgage loan production volume and mortgage warehouse loan balances.Compound annual growth rate.  EPS Annual Growth Rate: 11%  Robust Earnings  (2)  (3) 

 *  Excellent First Quarter 2017  % Δ  2-Yr.  1-Yr.  Core Net Income   65%  39%  Core Diluted EPS  7%  13%  Core net income and diluted EPS excludes one-time merger expenses and acquisition purchase accounting adjustments, gain on sale of securities and death benefit on bank owned life insurance. (See the Appendix for a reconciliation of these non-GAAP amounts to their GAAP counterparts.) 

 Craig M. DwightChairman & CEO  * 

 A Growth Company  * 

 A Company on the Move  *  Assets ($ Mil.)  $721      $3,169(1)  Loans($ Mil.)  $548      $2,134(1)  Deposits($ Mil.)  $489      $2,444(1)  OrganicExpans.(11)  St. JosephS. BendElkhart  Lake County  Kalamazoo  Indianapolis  Carmel  Ft. WayneGrand Rapids  Noblesville, IN(2)Columbus, OH(2)  M&A(11)  Anchor Mortgage  Alliance  American Trust  Heartland   1st MortgageSummitPeoples  FarmersLaPorteCNB  Bargersville  11% CAGR  10% CAGR  12% CAGR  Financials as of 3/31/2017. Planned new offices for 2017 – Noblesville branch application approved by OCC; Columbus Loan Production Office. 

 Current BranchesLoan Production OfficesNew Offices in 2017Growth MarketsEmerging Markets  16          GrandRapids  AnnArbor  Columbus  NorthwestOhio  FortWayne  Battle Creek  Lafayette  Kalamazoo  SouthBend  Warsaw  Indianapolis  NorthwestIndiana  HQ  Growth Opportunities Abound   

 Current BranchesLoan Production OfficesNew Offices in 2017Growth MarketsEmerging Markets  *  GrandRapids  AnnArbor  Columbus  NorthwestOhio  FortWayne  Battle Creek  Lafayette  Kalamazoo  SouthBend  Warsaw  Indianapolis  NorthwestIndiana  HQ  Growth Opportunities Abound 

 Considerable Market Share Opportunities  *  All Key Markets are MSA’s, except for Northwest Indiana which includes Lake and Porter Counties. Deposit Market Share as of June 30, 2016. Large Institutions defined as total assets greater than or equal to $10.0 billion at December 31, 2016. Source: SNL Financial  (1)  (2)  (3) 

 *  Scale Drives Shareholder Value  Financial data as of December 31, 2016; market data as of April 25, 2017. Nationwide publicly traded banks, excluding merger targets. Source: SNL Financial  

 *  Number of Banks Headquartered in Indiana and Michigan (1)  M&A Opportunities Continue  On average, 5% decline per year194 Banks Headquartered in Ohio  IN and MI commercial banks, savings banks and savings & loan institutions with assets greater than $0 as of December 31st of each respective year.As of December 31, 2016. Source: SNL Financial.  (2) 

 Historical Financial Performance Illustrates Ability to ExecuteConsistent, Well Executed and Disciplined Business StrategyA Growth Story10-year asset and net income CAGR of 10% and 12%, respectivelyEleven acquisitions and eleven market expansions since 2002Capacity to take additional market shareEntering the “Sweet-Spot” for Performance and MultiplesAptitude and Skill to Continue Mergers and Acquisitions   *  Proven Track Record 

 Horizon Outperforms the MarketFor Total Shareholder Return  As of April 28, 2017SNL U.S. Bank: Includes all Major Exchange Banks in SNL's coverage universe.  *  Horizon Bancorp: 5-Year Total Return Comparison 

 Thank Youfor Your Investment inHorizon Bancorp 

 A NASDAQ Traded Company - Symbol HBNC 

 Appendix  * 

 *  Non-GAAP Reconciliations