Management report and analysis of the financial situation and results of operations for the three months ended March 31, 2022 and 2021

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS ON FINANCIAL POSITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, with respect to Horizon Bancorp,
Inc. ("Horizon" or the "Company") and Horizon Bank (the "Bank"). Horizon intends
such forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Reform Act of
1995, and is including this statement for the purposes of these safe harbor
provisions. Statements in this report should be considered in conjunction with
the other information available about Horizon, including the information in the
other filings we make with the Securities and Exchange Commission. 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,"
"expect," "estimate," "project," "intend," "plan," "believe," "could," "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.

Actual results may differ materially, negatively or positively, from the Company’s expectations expressed or implied by any forward-looking statement. The risks, uncertainties and factors that could cause the Company’s actual results to differ materially from those expressed or implied by any forward-looking statement include, but are not limited to:

•COVID-19 related impact on Horizon and its customers, employees and vendors,
which may depend on several factors, including the scope and continued duration
of the pandemic, its influence on the financial markets, long-term and
post-pandemic changes in the banking preferences and behaviors of customers,
supply chain risks to the bank and its customers and actions taken by
governmental authorities and other third parties in response to the pandemic;

•economic conditions and their impact on Horizon and its customers, including local and global economic recovery from the pandemic;

•changes in government regulations, including the CARES Act, on accounting for modified loans;

•changes in the level and volatility of interest rates, differences between earning assets and interest-bearing liabilities and sensitivity to interest rates;

•the growing use of Bitcoin and other crypto-currencies and/or stablecoins and the possible impact that these alternative currencies may have on the disintermediation of deposits and revenues from payment systems;

•the effect of low interest rates on the net interest rate margin and their impact on mortgage loan volumes and deposit outflows;

•loss of key Horizon personnel;

•increased disintermediation, as new technologies allow consumers to carry out financial transactions without the help of banks, which may have been accelerated by the pandemic;

•potential loss of fee income, including interchange fees, as new and emerging
alternative payment platforms (e.g., Apple Pay or Bitcoin) take a greater market
share of the payment systems;

•estimates of the fair value of certain assets and liabilities of Horizon;

•volatility and disruption of financial markets;

• prepayment terms, loan originations, credit losses and market values, collateral securing loans and other assets;

•sources of liquidity;

•the potential risk of environmental liability associated with lending and acquisition activities;

• changes in the competitive environment in Horizon’s market areas and among other financial services providers;

•laws and/or regulations affecting the financial services industry as a whole, and Horizon and its subsidiaries in particular;

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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021

•changes in regulatory oversight and surveillance, including monetary policy and capital requirements;

•changes in accounting policies or procedures that may be adopted and required by regulatory bodies;

• litigation, regulatory enforcement, tax and legal compliance risks and costs as they apply generally and specifically to the financial and fiduciary environment (generally and as an ESOP fiduciary ), particularly if they differ materially from the amount we expect to incur or have accrued for , and any disruption caused thereby;

• the effects and costs of government investigations or related actions by third parties;

• rapid technological developments and changes;

•the risks presented by cyberterrorism and breaches of data security;

•the rising costs of effective cybersecurity;

•contain costs and expenses;

• the capacity of the WE federal government to manage federal debt limits;

•the potential influence on the WE financial markets and the economy against the effects of climate change and social justice initiatives;

•the potential influence on the U.S. financial markets and economy from material
changes outside the U.S. or in overseas relations, including changes in the U.S.
trade relations related to imposition of tariffs, Brexit and the phase out of
the London Interbank Offered Rate ("LIBOR") according to regulatory guidance;

•the risks of expansion through mergers and acquisitions, including unexpected
credit quality problems with acquired loans, difficulty integrating acquired
operations and material differences in the actual financial results of such
transactions compared with Horizon's initial expectations, including the full
realization of anticipated cost savings; and

•acts of terrorism, war and global conflicts, such as the Russia and Ukraine
conflict, and the potential impact they may have on supply chains, the
availability of commodities, commodity prices, inflationary pressure and the
overall U.S. and global financial markets.

The foregoing list of important factors is not exclusive, and you are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date of this document or, in the case of documents incorporated
by reference, the dates of those documents. We do not undertake to update any
forward-looking statements, whether written or oral, that may be made from time
to time by us or on our behalf. For a detailed discussion of the risks and
uncertainties that may cause our actual results or performance to differ
materially from the results or performance expressed or implied by
forward-looking statements, see "Risk Factors" in Item 1A of Part I of our 2021
Annual Report on Form 10-K and in the subsequent reports we file with the SEC.

Insight

Horizon Bancorp, Inc. ("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 northern and central
Indiana and southern and central Michigan through its bank subsidiary, Horizon
Bank ("Horizon Bank" or the "Bank"), and other affiliated entities and Horizon
Risk Management, Inc. Horizon operates as a single segment, which is commercial
banking. Horizon's common stock is traded on the NASDAQ Global Select Market
under the symbol HBNC. Horizon Bank (formerly known as "Horizon Bank, N.A.") was
founded in 1873 as a national association, and it remained a national
association until its conversion to an Indiana commercial bank effective June
23, 2017. 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. Horizon Risk Management, Inc. is a captive
insurance company incorporated in Nevada and was formed as a wholly-owned
subsidiary of Horizon.


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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021

Over the last 20 years, Horizon has expanded its geographic reach and
experienced financial growth through a combination of both organic expansion and
mergers and acquisitions. Horizon's initial operations focused on northwest
Indiana, but since then, the Company has developed a presence in new markets in
southern and central Michigan and northeastern and central Indiana.


First Quarter 2022 Highlights

•Net income grew to a record $23.6 million, up 10.0% from the linked quarter and
15.4% from the prior year period. Diluted earnings per share ("EPS") of $0.54
was up from $0.49 for the fourth quarter of 2021 and $0.46 for the first quarter
of 2021.

•Pre-tax, pre-provision net income grew to $25.7 million, up 9.7% from the
linked quarter and 6.1% from the prior year period. This non-GAAP financial
measure is utilized by banks to provide a greater understanding of pre-tax
profitability before giving effect to credit loss expense. (See the "Non-GAAP
Reconciliation of Pre-Tax, Pre-Provision Net Income" table below.) Horizon
recorded a provision release of $1.4 million in the quarter and $2.1 million in
the linked quarter, as well as provision expense of $367,000 in the prior year
period.

•Reported net interest margin ("NIM") was 2.99% and adjusted NIM was 2.93%, with
reported NIM increasing by two basis points and adjusted NIM increasing by seven
basis points from the fourth quarter of 2021. (See the "Non-GAAP Reconciliation
of Net Interest Margin" table below for the definition of this non-GAAP
calculation of adjusted NIM.)

•The Company was asset sensitive as of March 31, 2022 but less than the previous
quarter as additional cash was deployed to higher yielding assets. Due to the
deployment of cash the base case estimate increased over $10.0 million from last
quarter and reduced estimates for parallel rate shocks to the balance sheet, at
a 100 basis point shock and 200 basis point shock, to net interest income
increases of approximately $2.5 million and $3.8 million, respectively.

•The steepening of the yield curve during the first quarter resulted in
unrealized losses on available for sale investments of $73.6 million compared to
unrealized gains of $7.2 million at December 31, 2021. The impact to the
tangible capital ratio was a decrease of 67 basis points from 7.61% at December
31, 2021 to 6.94% at March 31, 2022, an 8.8% decrease.

•The Bank’s capital remains strong with leveraged capital and capital at risk ratios of 9.7% and 15.21%, respectively.

•Total loans, excluding Federal Paycheck Protection Program ("PPP") loans and
sold commercial participation loans, grew by 2.3%, or 9.5% annualized, during
the first quarter to $3.66 billion at period end from $3.57 billion on December
31, 2021.

•Commercial loans, excluding PPP loans and sold commercial participation loans,
grew by 3.3%, or 13.5% annualized, during the first quarter to a record $2.20
billion from $2.13 billion on December 31, 2021.

• Consumer loans rose 3.7%, or 14.9% annualized, in the first quarter to a record high $753.9 million at the end of the period.

•The decline in residential mortgage loans slowed during the first quarter with
a 0.2% reduction to $593.4 million at period end, as refinancing activity
decreased and we experienced movement to adjustable rate products which are held
on the balance sheet. Gain on sale of mortgage loans and mortgage warehouse
income only constituted 4.7% of total revenue in the first quarter of 2022.

•Non-interest expense was $36.6 million in the quarter, or 2.03% of average
assets on an annualized basis, compared to $39.4 million, or 2.09%, in the
fourth quarter of 2021 and $32.2 million, or 2.20%, in the first quarter of
2021. As previously disclosed, acquisition-related and non-recurring Department
of Labor ("DOL") Employee Stock Ownership Plan ("ESOP") settlement expenses
totaled $2.8 million in the fourth quarter of 2021.


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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021
•The efficiency ratio for the period was 58.74% compared to 62.69% for the
fourth quarter of 2021 and 57.03% for the first quarter of 2021. The adjusted
efficiency ratio was 58.74% compared to 58.25% for the fourth quarter of 2021
and 57.97% for the first quarter of 2021. (See the "Non-GAAP Calculation and
Reconciliation of Efficiency Ratio and Adjusted Efficiency Ratio" table below.)

•As part of the Company's annual branch performance review of the Bank's retail
network, Horizon's Board of Directors approved the permanent closure of seven
branch locations in the second half of 2022. We expect to incur a one-time
charge of approximately $432,000 with an earn-back period of approximately six
months.

•Horizon's in-market consumer and commercial deposit relationships, including
those on-boarded as part of its branch acquisition near the end of the third
quarter of 2021, combined with strategic pricing moves to manage deposit growth
and runoff of higher-priced time deposits, contributed to continued improvement
in the cost of interest bearing liabilities, which declined to 0.30% in the
quarter, compared to 0.31% in the fourth quarter of 2021 and 0.50% in the first
quarter of 2021.

•Asset quality remains favorable as evidenced by non-performing loans at 0.54%
of total loans at period end and net charge-offs to average loans represented
0.00% for the first quarter of 2022.

Financial Summary

                                                            For the Three Months Ended
                                                    March 31,      December 31,       March 31,
Net Interest Income and Net Interest Margin           2022             2021             2021
Net interest income                                $ 48,171       $     49,976       $ 42,538
Net interest margin                                    2.99  %            2.97  %        3.29  %
Adjusted net interest margin                           2.93  %            2.86  %        3.17  %


                                                      For the Three Months Ended
                                              March 31,              December 31,      March 31,
  Asset Yields and Funding Costs                 2022                    2021            2021
  Interest earning assets                                3.22  %           

3.20% 3.66%

  Interest bearing liabilities                           0.30  %           0.31  %        0.50  %


                                                                       For the Three Months Ended
Non-interest Income and                                  March 31,            December 31,           March 31,
Mortgage Banking Income                                     2022                  2021                  2021
Total non-interest income                              $    14,155          $      12,828          $    13,873
Gain on sale of mortgage loans                               2,027                  4,167                5,296
Mortgage servicing income net of impairment or               3,489                    300                  213
recovery


                                                                     For the Three Months Ended
                                                         March 31,          December 31,           March 31,
Non-interest Expense                                       2022                 2021                 2021
Total non-interest expense                             $   36,610          $     39,370          $   32,172
Annualized non-interest expense to average                   2.03  %               2.09  %             2.20  %
assets



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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021
                                                                              At or for the Three Months Ended
                                                             March 31,                December 31,                  March 31,
Credit Quality                                                 2022                       2021                         2021
Allowance for credit losses to total loans                         1.41  %                       1.51  %                    1.56  %
Non-performing loans to total loans                                0.54  %                       0.53  %                    0.68  %
Percent of net charge-offs to average loans                        0.00  %                       0.04  %                    0.01  %

unpaid for the period


Allowance for                              December 31,         Net Reserve        March 31,
Credit Losses                                  2021               1Q21                                 2022
Commercial                                $     40,775       $     (2,986)                          $ 37,789
Retail Mortgage                                  3,856                495                              4,351
Warehouse                                        1,059                 (4)                             1,055
Consumer                                         8,596                717                              9,313

Allowance for Credit Losses (“ACL”) $54,286 $(1,778)

                        $ 52,508
ACL/Total Loans                                   1.51  %                                               1.41  %


Critical accounting policies

The notes to the consolidated financial statements included in Item 8 of the
Company's Annual Report on Form 10-K for 2021 contain a summary of the Company's
significant accounting policies. 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 as critical
accounting policies the allowance for credit losses, goodwill and intangible
assets, mortgage servicing rights, hedge accounting and valuation measurements.

Provision for credit losses

The allowance for credit losses represents management's best estimate of current
expected credit losses over the life of the portfolio of loan and leases.
Estimating credit losses requires judgment in determining loan specific
attributes impacting the borrower's ability to repay contractual obligations.
Other factors such as economic forecasts used to determine a reasonable and
supportable forecast, prepayment assumptions, the value of underlying
collateral, and changes in size composition and risks within the portfolio are
also considered.

The allowance for credit losses is assessed at each balance sheet date and
adjustments are recorded in the provision for credit losses. The allowance is
estimated based on loan level characteristics using historical loss rates, a
reasonable and supportable economic forecast. Loan losses are estimated using
the fair value of collateral for collateral-dependent loans, or when the
borrower is experiencing financial difficulty such that repayment of the loan is
expected to be made through the operation or sale of the collateral. Loan
balances considered uncollectible are charged-off against the ACL. Recoveries of
amounts previously charged-off are credited to the ACL. Assets purchased with
credit deterioration ("PCD") assets represent assets that are acquired with
evidence of more than insignificant credit quality deterioration since
origination at the acquisition date. At acquisition, the allowance for credit
losses on PCD assets is booked directly the ACL. Any subsequent changes in the
ACL on PCD assets is recorded through the provision for credit losses.
Management believes that the ACL is adequate to absorb the expected life of loan
credit losses on the portfolio of loans and leases as of the balance sheet date.
Actual losses incurred may differ materially from our estimates. Particularly,
the impact of COVID-19 on both borrower credit and the greater macroeconomic
environment is uncertain and changes in the duration, spread and severity of the
virus will affect our loss experience.

Good will 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. FASB ASC 350-10 establishes standards for the amortization of acquired
intangible assets and impairment assessment of goodwill. At March 31, 2022,
Horizon had core deposit intangibles of $20.0 million subject to amortization
and $154.6 million of goodwill, which is not subject to amortization. Goodwill
arising from
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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021

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 affect earnings in future periods. FASB ASC 350-10 requires
an annual evaluation of goodwill for impairment.

At each reporting date between annual goodwill impairment tests, Horizon
considers potential indicators of impairment. Given the current economic
uncertainty and volatility surrounding COVID-19, Horizon assessed whether the
events and circumstances resulted in it being more likely than not that the fair
value of any reporting unit was less than its carrying value. Impairment
indicators considered comprised the condition of the economy and banking
industry; government intervention and regulatory updates; the impact of recent
events to financial performance and cost factors of the reporting unit;
performance of the Company's stock and other relevant events. Horizon further
considered the amount by which fair value exceeded book value in the most recent
quantitative analysis and stress testing performed. At the conclusion of the
most recent qualitative assessment, the Company determined that as of March 31,
2022, it was more likely than not that the fair value exceeded its carrying
values. Horizon will continue to monitor developments regarding the COVID-19
pandemic and measures implemented in response to the pandemic, market
capitalization, overall economic conditions and any other triggering events or
circumstances that may indicate an impairment of goodwill in the future.

Mortgage service fees

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 non-interest 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 can adversely affect 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 negatively.

Generally, when market interest rates decline and other factors favorable to
prepayments occur, there is a corresponding increase in prepayments as customers
refinance existing mortgages under more favorable interest rate terms. When a
mortgage loan is prepaid, the anticipated cash flows associated with servicing
that loan are terminated, resulting in a reduction of the fair value of the
capitalized mortgage servicing rights. To the extent that actual borrower
prepayments do not react as anticipated by the prepayment model (i.e., the
historical data observed in the model does not correspond to actual market
activity), it is possible that the prepayment model could fail to accurately
predict mortgage prepayments and could result in significant earnings
volatility. To estimate prepayment speeds, Horizon utilizes a third-party
prepayment model, which is based upon statistically derived data linked to
certain key principal indicators involving historical borrower prepayment
activity associated with mortgage loans in the secondary market, current market
interest rates and other factors, including Horizon's own historical prepayment
experience. For purposes of model valuation, estimates are made for each product
type within the mortgage servicing rights portfolio on a monthly basis. In
addition, on a quarterly basis Horizon engages a third party to independently
test the value of its servicing asset.

Derivatives

As part of the Company's asset/liability management program, Horizon utilizes,
from time-to-time, interest rate floors, caps or swaps to reduce the Company's
sensitivity to interest rate fluctuations. These are derivative instruments,
which are recorded as assets or liabilities in the consolidated balance sheets
at fair value. Changes in the fair values of derivatives are reported in the
consolidated income statements or other comprehensive income ("OCI") depending
on the use of the derivative and whether the instrument qualifies for hedge
accounting. The key criterion for the hedge accounting is that the
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          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021

hedged relationship must be highly effective in achieving offsetting changes in
those cash flows that are attributable to the hedged risk, both at inception of
the hedge and on an ongoing basis.

Horizon's accounting policies related to derivatives reflect the guidance in
FASB ASC 815-10. Derivatives that qualify for the hedge accounting treatment are
designated as either: a hedge of the fair value of the recognized asset or
liability or of an unrecognized firm commitment (a fair value hedge) or a hedge
of a forecasted transaction or the variability of cash flows to be received or
paid related to a recognized asset or liability (a cash flow hedge). For fair
value hedges, the cumulative change in fair value of both the hedge instruments
and the underlying loans is recorded in non-interest income. For cash flow
hedges, changes in the fair values of the derivative instruments are reported in
OCI to the extent the hedge is effective. The gains and losses on derivative
instruments that are reported in OCI are reflected in the consolidated income
statement in the periods in which the results of operations are impacted by the
variability of the cash flows of the hedged item. Generally, net interest income
is increased or decreased by amounts receivable or payable with respect to the
derivatives, which qualify for hedge accounting. At inception of the hedge,
Horizon establishes the method it uses for assessing the effectiveness of the
hedging derivative and the measurement approach for determining the ineffective
aspect of the hedge. The ineffective portion of the hedge, if any, is recognized
currently in the consolidated statements of income. Horizon excludes the time
value expiration of the hedge when measuring ineffectiveness.

Evaluation measures

Valuation methodologies often involve a significant degree of judgment,
particularly when there are no observable active markets for the items being
valued. Investment securities, residential mortgage loans held for sale and
derivatives are carried at fair value, as defined in FASB ASC 820, which
requires key judgments affecting how fair value for such assets and liabilities
is determined. In addition, the outcomes of valuations have a direct bearing on
the carrying amounts of goodwill, mortgage servicing rights, and pension and
other post-retirement benefit obligations. To determine the values of these
assets and liabilities, as well as the extent, to which related assets may be
impaired, management makes assumptions and estimates related to discount rates,
asset returns, prepayment speeds and other factors. The use of different
discount rates or other valuation assumptions could produce significantly
different results, which could affect Horizon's results of operations.

Financial condition

On March 31, 2022, Horizon's total assets were $7.4 billion, an increase of
approximately $8.4 million compared to December 31, 2021. The increase in total
assets was primarily in investments held to maturity of $453.7 million and net
loans of $68.9 million. These increases were offset by decreases in cash and due
from banks of $472.6 million and investments available for sale of $48.3
million.
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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021

Investment securities were comprised of the following as of (dollars in
thousands):

                                                           March 31, 2022                           December 31, 2021
                                                   Amortized               Fair              Amortized               Fair
                                                      Cost                Value                 Cost                Value
Available for sale
U.S. Treasury and federal agencies               $   293,914          $   282,520          $   118,595          $   116,979
State and municipal                                  510,936              469,052              632,652              639,746
Federal agency collateralized mortgage
obligations                                           50,201               49,592               60,600               61,577
Federal agency mortgage-backed pools                 216,411              202,435              225,329              226,074
Private labeled mortgage-backed pools                 30,239               28,633               31,856               31,617
Corporate notes                                       84,434               80,280               84,579               84,819

Total marketable securities available for sale $1,186,135 $1,112,512 $1,153,611 $1,160,812
Held to maturity
WE Treasury and federal agencies

               $   292,459          $   272,497          $   195,429          $   194,226
State and municipal                                1,091,037              980,443              862,461              878,917
Federal agency collateralized mortgage
obligations                                           56,841               52,605               48,482               47,465
Federal agency mortgage-backed pools                 302,407              279,050              188,426              185,965
Private labeled mortgage-backed pools                 98,719               90,760               99,958               98,176
Corporate notes                                      164,666              152,490              157,687              155,242

Total marketable securities held to maturity $2,006,129 $1,827,845 $1,552,443 $1,559,991


Investment securities available for sale decreased $48.3 million since
December 31, 2021 to $1.1 billion as of March 31, 2022 and investment securities
held to maturity increased $453.7 million since December 31, 2021 to $2.0
billion as of March 31, 2022. This increase in investments held to maturity was
due to additional purchases to increase earning assets as the result of organic
deposit growth.

Net loans increased $68.9 million since December 31, 2021 to $3.7 billion as of
March 31, 2022. Commercial loans, excluding PPP loans and sold commercial
participation loans, increased $70.9 million and consumer loans increased $26.6
million since December 31, 2021. These increases were offset by decreases in PPP
loans of $19.1 million, loans held for sale of $8.8 million, sold commercial
participation loans of $6.4 million, mortgage warehouse loans of $3.9 million
and residential mortgage loans of $1.0 million since December 31, 2021.

Total deposits increased $48.5 million because December 31, 2021 for $5.9 billion
from March 31, 2022from organic growth.

Total borrowings increased from $712.7 million as of December 31, 2021 to $728.7
million as of March 31, 2022. At March 31, 2022, the Company had $428.1 million
in short-term funds borrowed compared to $180.8 million at December 31, 2021.

Stockholders' equity totaled $677.5 million at March 31, 2022 compared to $723.2
million at December 31, 2021. The decrease in stockholders' equity during the
period was primarily due to a decrease in accumulated other comprehensive income
of $62.1 million as unrealized losses on available for sale securities totaled
$73.6 million and the amount of dividends paid during the quarter, offset by the
generation of net income. Book value per common share at March 31, 2022
decreased to $15.55 compared to $16.61 at December 31, 2021.



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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021

Operating results

Insight

Consolidated net income for the three-month period ended March 31, 2022 was
$23.6 million, or $0.54 diluted earnings per share, compared to $20.4 million,
or $0.46 diluted earnings per share for the same period in 2021. The increase in
net income for the three-month period ended March 31, 2022 when compared to the
same prior year period reflects an increase in net interest income of $5.6
million, a decrease in credit loss expense of $1.8 million, an increase in
non-interest income of $282,000 and a decrease in income tax expense of $89,000,
offset by an increase in non-interest expense of $4.4 million.

Net interest income

The largest component of net income is net interest income. Net interest income
is the difference between interest income, principally from loans and investment
securities, less interest expense, principally on deposits and borrowings.
Changes in the net interest income are the result of changes in volume and the
net interest spread, which affects the net interest margin. Volume refers to the
average dollar levels of interest earning assets and interest bearing
liabilities. Net interest spread refers to the difference between the average
yield on interest earning assets and the average cost of interest bearing
liabilities. Net interest margin refers to net interest income divided by
average interest earning assets and is influenced by the level and relative mix
of interest earning assets and interest bearing liabilities.

Net interest income during the three months ended March 31, 2022 was $48.2
million, an increase of $5.6 million from the $42.5 million earned during the
same period in 2021. Yields on the Company's interest earning assets decreased
by 44 basis points to 3.22% for the three months ended March 31, 2022 from 3.66%
for the three months ended March 31, 2021. Interest income increased $4.5
million from $47.6 million for the three months ended March 31, 2021 to $52.1
million for the same period in 2022. The increase in interest income was due to
an increase in average balances of interest earning assets of $1.36 billion
during the three months ended March 31, 2022. Interest income from
acquisition-related purchase accounting adjustments was $916,000 for the three
months ending March 31, 2022 compared to $1.6 million for the same period of
2021.

Rates paid on interest bearing liabilities decreased by 20 basis points for the
three-month period ended March 31, 2022 compared to the same period in 2021.
Interest expense decreased $1.1 million when compared to the three-month period
ended March 31, 2021 to $3.9 million for the same period in 2022. This decrease
was due to lower rates paid on deposits and borrowings. The cost of average
interest bearing deposits decreased 13 basis points while the cost of average
borrowings decreased 53 basis points. Average balances of interest bearing
deposits increased $954.5 million and average balances of borrowings increased
$138.3 million for the three-month period ended March 31, 2022 when compared to
the same period in 2021.

The net interest margin decreased 30 basis points from 3.29% for the three-month
period ended March 31, 2021 to 2.99% for the same period in 2022. The decrease
in the margin for the three-month period ended March 31, 2022 compared to the
same period in 2021 was due to a decrease in the yield on interest earning
assets, offset by a decrease in the cost of interest bearing liabilities.
Excluding the interest income recognized from the acquisition-related purchase
accounting adjustments ("adjusted net interest margin"), the margin would have
been 2.93% for the three-month period ending March 31, 2022 compared to 3.17%
for the same period in 2021.

The net interest margin was impacted due to PPP lending and the high level of
cash held during the first quarter of 2022. Horizon estimates that the PPP loans
increased the net interest margin by 2 basis points for the first quarter of
2022. This assumes these PPP loans were not included in average interest earning
assets or interest income and were primarily funded by the growth in
non-interest bearing deposits. In addition, Horizon estimates that the high
level of cash held on the balance sheet compressed the net interest margin by 11
basis points for the first quarter of 2021. This assumes that the high level of
cash was not included in average interest earning assets or interest income and
was excluded from non-interest bearing deposits.


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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021
The following are the average balance sheets for the three months ending
(dollars in thousands):
                                                                     Average Balance Sheets
                                                             (Dollar Amount in Thousands, Unaudited)
                                                           Three Months Ended                                          Three Months Ended
                                                             March 31, 2022                                              March 31, 2021
                                             Average                                Average              Average                                Average
                                             Balance            Interest              Rate               Balance            Interest              Rate
      Assets
      Interest earning assets
      Federal funds sold                 $    237,605          $     91                 0.16  %       $   267,241          $     66                 

0.10%

      Interest earning deposits                20,673                24                 0.47  %            25,527                31                 

0.49%

      Investment securities - taxable       1,646,525             7,391                 1.82  %           410,063             1,451                 

1.44%

Investment security –

      non-taxable (1)                       1,279,082             6,697                 2.69  %           956,464             5,223                 

2.80%

      Loans receivable (2) (3)              3,616,664            37,879                 4.26  %         3,780,339            40,818                 

4.39%

      Total interest earning assets         6,800,549            52,082                 3.22  %         5,439,634            47,589                 

3.66%

      Non-interest earning assets
      Cash and due from banks                 104,676                                                      85,269
      Allowance for credit losses             (54,307)                                                    (57,779)
      Other assets                            468,757                                                     469,025
      Total average assets               $  7,319,675                                                 $ 5,936,149
      Liabilities and Stockholders'
      Equity
      Interest bearing liabilities
      Interest bearing deposits          $  4,478,621          $  1,496                 0.14  %       $ 3,524,103          $  2,343                
0.27  %
      Borrowings                              503,846             1,043                 0.84  %           365,586             1,231                 1.37  %
      Repurchase agreements                   139,742                37                 0.11  %           111,692                38                 0.14  %
      Subordinated notes                       58,763               880                 6.07  %            58,616               880                 6.09  %

Junior subordinated debentures

      issued to capital trusts                 56,807               455                 3.25  %            56,571               559                 

4.01%

      Total interest bearing liabilities    5,237,779             3,911                 0.30  %         4,116,568             5,051                 

0.50%

      Non-interest bearing liabilities
      Demand deposits                       1,322,781                                                   1,063,268
      Accrued interest payable and other
      liabilities                              42,774                                                      58,912
      Stockholders' equity                    716,341                                                     697,401
      Total average liabilities and
      stockholders' equity               $  7,319,675                                                 $ 5,936,149

      Net interest income/spread                               $ 48,171                 2.92  %                            $ 42,538                

3.16%

Net interest income as a percentage

average interest-earning assets

      (1)                                                                               2.99  %                                                     

3.29%

(1) Securities balances represent daily average fair value balances of securities. The average rate is calculated on the basis of the daily average

balance of the amortized cost of the securities. The average rate is presented in fiscal equivalent.

(2) Includes commissions on borrowings. The inclusion of borrowing costs does not have a material impact on the average interest rate.

(3) For the purposes of the above calculation, non-accumulated loans are included in the average daily loans outstanding. Loan totals are presented net of

unearned income and deferred loan fees. The average rate is presented in fiscal equivalent.





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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021

Expenses for credit losses

Horizon assesses the adequacy of its allowance for credit losses (“ACL”) by regularly reviewing the performance of its loan portfolio. During the three-month period ended March 31, 2022a charge for credit losses totaled a recovery of $1.4 million against a credit loss charge of $367,000 for the same period of 2021. During the three-month period ended March 31, 2022net write-offs of commercial loans were $38,000net collections from residential mortgage loans were $10,000 and net write-offs of consumer loans were $108,000.

The ACL balance at March 31, 2022 was $52.5 million, or 1.41% of total loans
compared to an ACL balance of $54.3 million at December 31, 2021 or 1.51% of
total loans. The decrease in the ACL to total loans ratio was primarily due to
favorable asset quality with non-performing loans at 0.54% of total loans at
period end and net charge-offs to average loans represented 0.00% for the first
quarter of 2022.

As of March 31, 2022, non-performing loans totaled $20.1 million, reflecting a
$1.1 million increase from $19.0 million in non-performing loans as of
December 31, 2021. Non-performing commercial loans increased by $335,000,
non-performing real estate loans increased by $579,000 and non-performing
consumer loans increased by $180,000 at March 31, 2022 compared to December 31,
2021.

The Bank has elected (i) to suspend the requirements under GAAP for loan
modifications related to the COVID-19 pandemic that would otherwise be
categorized as a TDR; and (ii) to suspend any determination of a loan modified
as a result of the effects of COVID-19 pandemic as being a TDR, including
impairment for accounting purposes. At March 31, 2022, the Bank modified loans
totaling $1.2 million which qualify for treatment under the CARES Act. The
following is a summary of loan modifications related to the COVID-19 pandemic by
type of loan.

                                                                     % of
                                                     Net             Total            % of
           Type of Loan                   #        Balance      

Portfolio of changes

           Commercial                       3           $0.8            66.7  %         0.0  %
           Mortgage (Retained Only)         3           $0.3            25.0  %         0.0  %
           Indirect Auto                    6           $0.1             8.3  %         0.0  %
           Consumer Direct                  0           $0.0             0.0  %         0.0  %
           Consumer Revolving               0           $0.0             0.0  %         0.0  %
           Total                           12           $1.2           100.0  %         0.0  %

           Mortgage (Serviced Only)         7


Other Real Estate Owned ("OREO") and repossessed assets totaled $2.4 million at
March 31, 2022 compared to $3.6 million at December 31, 2021. The decrease was
primarily due to the sale of five properties during the first quarter of 2022.
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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021

Non-interest income

The following is a summary of the changes in non-interest income for the three months ending March 31, 2022 and 2021 (tables in thousands of dollars):

                                                     Three Months Ended
                                                          March 31,                     Amount                Percent
                                                   2022               2021              Change                 Change
Non-interest Income
Service charges on deposit accounts            $    2,795          $  2,234          $      561                     25.1  %
Wire transfer fees                                    159               255                 (96)                   (37.6) %
Interchange fees                                    2,780             2,340                 440                     18.8  %
Fiduciary activities                                1,503             1,743                (240)                   (13.8) %
Gain on sale of investment securities                   -               914                (914)                  (100.0) %
Gain on sale of mortgage loans                      2,027             5,296              (3,269)                   (61.7) %
Mortgage servicing net of impairment                3,489               213               3,276                  1,538.0  %
Increase in cash surrender value of bank owned
life insurance                                        510               511                  (1)                    (0.2) %

Other income                                          892               367                 525                    143.1  %
Total non-interest income                      $   14,155          $ 13,873          $      282                      2.0  %


Total non-interest income was $282,000 higher during the first quarter of 2022
compared to the same period of 2021. Residential mortgage loan activity during
the first quarter of 2022 generated $2.0 million of income from the gain on sale
of mortgage loans, down from $5.3 million for the same period in 2021 due to a
lower volume of loans sold and a decrease in the percentage gain on loans sold.
Mortgage servicing income, net of impairment or recovery, increased $3.3 million
during the first quarter of 2022 compared to the same period of 2021 due to an
impairment recovery of $2.6 million recorded during the first quarter of 2022 as
mortgage pre-payment speeds have slowed. Service charges on deposit accounts and
interchange fees increased $561,000 and $440,000, respectively, when comparing
the first quarter of 2022 to the same period of 2021 primarily due to the
deposits acquired with the branch acquisition completed during the third quarter
of 2021. Gain on sale of investment securities decreased $914,000 when comparing
the first quarter of 2022 to the same period of 2021.






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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021

Non-interest expenses

The following is a summary of the changes in non-interest expense for the three months ending March 31, 2022 and 2021 (tables in thousands of dollars):

                                                               Three Months Ended

                                                                                                                       Amount              Percent
                                                March 31, 2022                     March 31, 2021                      Change               Change
Non-interest Expense
Salaries and employee benefits                 $      19,735                      $      16,871                      $  2,864                   17.0  %
Net occupancy expenses                                 3,561                              3,318                           243                    7.3  %
Data processing                                        2,537                              2,376                           161                    6.8  %
Professional fees                                        314                                544                          (230)                 (42.3) %
Outside services and consultants                       2,525                              1,702                           823                   48.4  %
Loan expense                                           2,545                              2,822                          (277)                  (9.8) %
FDIC deposit insurance                                   725                                800                           (75)                  (9.4) %
Other losses                                             168                                283                          (115)                 (40.6) %
Other expenses                                         4,500                              3,456                         1,044                   30.2  %
Total non-interest expense                     $      36,610                      $      32,172                      $  4,438                   13.8  %
Annualized Non-interest Exp. to Avg. Assets             2.03  %                            2.20  %


Total non-interest expense was $4.4 million higher for the first quarter of 2022
when compared to the first quarter of 2021. The increases in expenses was
primarily due to an increase in salaries and employee benefits of $2.9 million,
an increase in other expense of $1.0 million, an increase in outside services
and consultants of $823,000 and an increase in net occupancy expenses of
$243,000 primarily due to the 14 branches acquired in September 2021, wage
increases, higher health care costs and continued investments in technology.
These increases were partially offset by decreases of $277,000 in loan expense
and $230,000 in professional fees.

Annualized non-interest expense as a percentage of average assets was 2.03% and 2.20% for the three months ended March 31, 2022 and 2021, respectively.

Income taxes

Income tax expense totaled $3.5 million for the first quarter of 2022, a decrease of $89,000 compared to the first quarter of 2021.

Liquidity

The Bank maintains a stable base of core deposits provided by long-standing
relationships with individuals and local businesses. These deposits are the
principal source of liquidity for Horizon. Other sources of liquidity for
Horizon include earnings, loan repayment, investment security sales and
maturities, proceeds from the sale of residential mortgage loans, unpledged
investment securities and borrowing relationships with correspondent banks,
including the FHLB. At March 31, 2022, in addition to liquidity available from
the normal operating, funding, and investing activities of Horizon, the Bank had
approximately $575.3 million in unused credit lines with various money center
banks, including the FHLB and the FRB Discount Window compared to $672.7 million
at December 31, 2021. The Bank had approximately $2.3 billion of unpledged
investment securities at March 31, 2022 compared to $2.0 billion at December 31,
2021.



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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021

Capital resources

The capital resources of Horizon and the Bank exceeded regulatory capital ratios
for "well capitalized" banks at March 31, 2022. Stockholders' equity totaled
$677.5 million as of March 31, 2022, compared to $723.2 million as of
December 31, 2021. For the three months ended March 31, 2022, the ratio of
average stockholders' equity to average assets was 9.79% compared to 10.93% for
the twelve months ended December 31, 2021. The decrease in stockholders' equity
during the period was due to an decrease in accumulated other comprehensive
income of $62.1 million and the amount of dividends paid, offset by net income
recorded during the period.

Horizon declared common stock dividends in the amount of $0.15 per share during
the first three months of 2022 and $0.13 per share for the same period of 2021.
The dividend payout ratio (dividends as a percent of basic earnings per share)
was 27.8% and 26.1% for the first three months of 2022 and 2021, respectively.
For additional information regarding dividends, see Horizon's Annual Report on
Form 10-K for 2021.


Use of Non-GAAP Financial Measures

Certain information set forth in this quarterly report on Form 10-Q refers to
financial measures determined by methods other than in accordance with GAAP.
Specifically, we have included non-GAAP financial measures relating to net
income, diluted earnings per share, net interest margin, tangible stockholders'
equity, tangible book value per share, efficiency ratio, the return on average
assets, the return on average common equity, the return on average tangible
equity and pre-tax pre-provision net income. In each case, we have identified
special circumstances that we consider to be adjustments and have excluded them,
to show the impact of such events as acquisition-related purchase accounting
adjustments, among others we have identified in our reconciliations. Horizon
believes that these non-GAAP financial measures are helpful to investors and
provide a greater understanding of our business and financial results without
giving effect to the purchase accounting impacts and other adjustments. These
measures are not necessarily comparable to similar measures that may be
presented by other companies and should not be considered in isolation or as a
substitute for the related GAAP measure. See the tables and other information
below and contained elsewhere in this Report on Form 10-Q for reconciliations of
the non-GAAP figures identified herein and their most comparable GAAP measures.
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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021

                                                Non-GAAP Reconciliation of Net Income
                                                  (Dollars in Thousands, Unaudited)
                                                                             Three Months Ended
                                       March 31,           December 31,           September 30,          June 30,          March 31,
                                          2022                 2021                   2021                 2021               2021
Net income as reported                $  23,563          $      21,425          $       23,071          $ 22,173          $  20,422
Acquisition expenses                          -                    884                     799               242                  -
Tax effect                                    -                   (184)                   (166)              (51)                 -
Net income excluding
acquisition expenses                     23,563                 22,125                  23,704            22,364             20,422
Credit loss expense acquired
loans                                         -                      -                   2,034                 -                  -
Tax effect                                    -                      -                    (427)                -                  -
Net income excluding credit
loss expense acquired loans              23,563                 22,125                  25,311            22,364             20,422
Gain on sale of ESOP trustee
accounts                                      -                      -                  (2,329)                -                  -
Tax effect                                    -                      -                     489                 -                  -
Net income excluding gain on
sale of ESOP trustee accounts            23,563                 22,125                  23,471            22,364             20,422
DOL ESOP settlement expenses                  -                  1,900                       -                 -                  -
Tax effect                                    -                   (315)                      -                 -                  -
Net income excluding DOL ESOP
settlement expenses                      23,563                 23,710                  23,471            22,364             20,422
(Gain)/loss on sale of
investment
securities                                    -                      -                       -                 -               (914)
Tax effect                                    -                      -                       -                 -                192
Net income excluding
(gain)/loss on sale of
investment securities                    23,563                 23,710                  23,471            22,364             19,700
Death benefit on bank owned
life insurance ("BOLI")                       -                      -                    (517)             (266)                 -
Net income excluding death
benefit on BOLI                          23,563                 23,710                  22,954            22,098             19,700
Prepayment penalties on
borrowings                                    -                      -                       -               125                  -
Tax effect                                    -                      -                       -               (26)                 -
Net income excluding prepayment
penalties on borrowings                  23,563                 23,710                  22,954            22,197             19,700
Adjusted net income                   $  23,563          $      23,710          $       22,954          $ 22,197          $  19,700



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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021
                                         Non-GAAP Reconciliation of Diluted Earnings per Share
                                                              (Unaudited)
                                                                             Three Months Ended
                                       March 31,          December 31,           September 30,           June 30,           March 31,
                                         2022                 2021                   2021                  2021               2021
Diluted earnings per share
("EPS") as reported                  $     0.54          $       0.49          $         0.52          $    0.50          $     0.46
Acquisition expenses                          -                  0.02                    0.02               0.01                   -
Tax effect                                    -                     -                       -                  -                   -
Diluted EPS excluding
acquisition expenses                       0.54                  0.51                    0.54               0.51                0.46
Credit loss expense acquired
loans                                         -                     -                    0.05                  -                   -
Tax effect                                    -                     -                   (0.01)                 -                   -
Diluted EPS excluding credit
loss expense acquired loans                0.54                  0.51                    0.58               0.51                0.46
Gain on sale of ESOP trustee
accounts                                      -                     -                   (0.05)                 -                   -
Tax effect                                    -                     -                    0.01                  -                   -
Diluted EPS excluding gain on
sale of ESOP trustee accounts              0.54                  0.51                    0.54               0.51                0.46
DOL ESOP settlement expenses                  -                  0.04                       -                  -                   -
Tax effect                                    -                 (0.01)                      -                  -                   -
Diluted EPS excluding DOL ESOP
settlement expenses                        0.54                  0.54                    0.54               0.51                0.46
(Gain)/loss on sale of
investment securities                         -                     -                       -                  -               (0.02)
Tax effect                                    -                     -                       -                  -                   -
Diluted EPS excluding
(gain)/loss on investment
securities                                 0.54                  0.54                    0.54               0.51                0.44
Death benefit on BOLI                         -                     -                   (0.02)             (0.01)                  -
Diluted EPS excluding death
benefit on BOLI                            0.54                  0.54                    0.52               0.50                0.44
Prepayment penalties on
borrowings                                    -                     -                       -                  -                   -
Tax effect                                    -                     -                       -                  -                   -
Diluted EPS excluding
prepayment penalties on
borrowings                                 0.54                  0.54                    0.52               0.50                0.44
Adjusted Diluted EPS                 $     0.54          $       0.54          $         0.52          $    0.50          $     0.44



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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021
                                     Non-GAAP Reconciliation of Pre-Tax, Pre-Provision Net Income
                                                   (Dollars in Thousands, Unaudited)
                                                                              Three Months Ended
                                        March 31,           December 31,           September 30,          June 30,          March 31,
                                           2022                 2021                   2021                 2021               2021
Pre-tax income                         $  27,102          $      25,505    

$27,127 $25,943 $23,872
Credit loss charge (recovery)

            (1,386)                (2,071)                  1,112            (1,492)               367
Pre-tax, pre-provision net
income                                 $  25,716          $      23,434          $       28,239          $ 24,451          $  24,239
Pre-tax, pre-provision net
income                                 $  25,716          $      23,434          $       28,239          $ 24,451          $  24,239
Acquisition expenses                           -                    884                     799               242                  -
Gain on sale of ESOP trustee
accounts                                       -                      -                  (2,329)                -                  -
DOL ESOP settlement expenses                   -                  1,900                       -                 -                  -
(Gain)/loss on sale of
investment securities                          -                      -                       -                 -               (914)
Death benefit on bank owned life
insurance                                      -                      -                    (517)             (266)                 -
Prepayment penalties on
borrowings                                     -                      -                       -               125                  -
Adjusted pre-tax, pre-provision
net income                             $  25,716          $      26,218          $       26,192          $ 24,552          $  23,325


                                                 Non-GAAP Reconciliation of Net Interest Margin
                                                        (Dollars in Thousands, Unaudited)
                                                                                     Three Months Ended
                                              March 31,           December 31,          September 30,            June 30,            March 31,
                                                 2022                 2021                   2021                  2021                 2021
Net interest income as reported             $    48,171          $     

49,976 $46,544 $42,632 $42,538
Average interest-earning assets

               6,800,549             6,938,258              6,033,088            5,659,384            5,439,634
Net interest income as a percentage
of average interest earning assets                 2.99  %               2.97  %                3.17  %              3.14  %              3.29  %
("Net Interest Margin")
Net interest income as reported             $    48,171          $     49,976          $      46,544          $    42,632          $    42,538
Acquisition-related purchase
accounting adjustments
("PAUs")                                           (916)               (1,819)                  (875)                (230)              (1,579)
Prepayment penalties on borrowings                    -                     -                      -                  125                    -
Adjusted net interest income                $    47,255          $     

48 157 $45,669 $42,527 $40,959
Adjusted net interest margin

                       2.93  %               2.86  %                3.12  %              3.13  %              3.17  %



                            Non-GAAP Reconciliation of Tangible

Equity and tangible book value per share

                                             (Dollars in Thousands Except per Share Data, Unaudited)
                                           March 31,            December 31,           September 30,            June 30,              March 31,
                                             2022                   2021                   2021                   2021                  2021
Total stockholders' equity              $    677,450          $     723,209          $      708,542          $    710,374          $    689,379
Less: Intangible assets                      174,588                175,513                 183,938               172,398               173,296
Total tangible stockholders'
equity                                  $    502,862          $     547,696          $      524,604          $    537,976          $    516,083
Common shares outstanding                 43,572,796             43,547,942              43,520,694            43,950,720            43,949,189
Book value per common share             $      15.55          $       16.61          $        16.28          $      16.16          $      15.69
Tangible book value per common
share                                   $      11.54          $       12.58          $        12.05          $      12.24          $      11.74


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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021
                    Non-GAAP Calculation and Reconciliation of Efficiency

Ratio and adjusted efficiency ratio

                                                (Dollars in Thousands, Unaudited)
                                                                           Three Months Ended
                                       March 31,         December 31,          September 30,          June 30,          March 31,
                                         2022                2021                   2021                2021              2021
Non-interest expense as
reported                              $ 36,610          $     39,370       

$34,349 $33,388 $32,172
Net interest income as published 48,171

                49,976                 46,544            42,632            42,538

Reported non-interest income $14,155 $12,828

   $      16,044          $ 15,207          $ 13,873
Non-interest expense/(Net
interest income + Non-interest
income)
("Efficiency
Ratio")                                  58.74  %              62.69  %               54.88  %          57.73  %          57.03  %

Non-interest expense as
reported                              $ 36,610          $     39,370          $      34,349          $ 33,388          $ 32,172
Acquisition expenses                         -                  (884)                  (799)             (242)                -
DOL ESOP settlement expenses                 -                (1,900)                     -                 -                 -
Non-interest expense excluding
acquisition expenses and DOL
ESOP settlement expenses                36,610                36,586                 33,550            33,146            32,172
Net interest income as reported         48,171                49,976                 46,544            42,632            42,538
Prepayment penalties on
borrowings                                   -                     -                      -               125                 -
Net interest income excluding
prepayment penalties on
borrowings                              48,171                49,976                 46,544            42,757            42,538
Non-interest income as reported         14,155                12,828                 16,044            15,207            13,873
Gain on sale of ESOP trustee
accounts                                     -                     -                 (2,329)                -                 -
(Gain)/loss on sale of
investment securities                        -                     -                      -                 -              (914)
Death benefit on bank owned
life insurance ("BOLI")                      -                     -                   (517)             (266)                -
Non-interest income excluding
(gain)/loss on sale of
investment securities and death
benefit on BOLI                       $ 14,155          $     12,828        

$13,198 $14,941 $12,959
Adjusted efficiency rate

                58.74  %              58.25  %     

56.16% 57.45% 57.97%

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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021
                                           Non-GAAP Reconciliation of Return on Average Assets
                                                    (Dollars in Thousands, Unaudited)
                                                                              Three Months Ended
                                        March 31,           December 31,         September 30,           June 30,            March 31,
                                           2022                 2021                 2021                  2021                 2021
Average assets                        $ 7,319,675          $ 7,461,343          $  6,507,673          $ 6,142,507          $ 5,936,149
Return on average assets
("ROAA") as reported                         1.31  %              1.14  %               1.41  %              1.45  %              1.40  %
Acquisition expenses                            -                 0.05                  0.05                 0.02                    -
Tax effect                                      -                (0.01)                (0.01)                   -                    -
ROAA excluding acquisition
expenses                                     1.31                 1.18                  1.45                 1.47                 1.40
Credit loss expense acquired
loans                                           -                    -                  0.12                    -                    -
Tax effect                                      -                    -                 (0.03)                   -                    -
ROAA excluding credit loss
expense acquired loans                       1.31                 1.18                  1.54                 1.47                 1.40
Gain on sale of ESOP trustee
accounts                                        -                    -                 (0.14)                   -                    -
Tax effect                                      -                    -                  0.03                    -                    -
ROAA excluding gain on sale of
ESOP trustee accounts                        1.31                 1.18                  1.43                 1.47                 1.40
DOL ESOP settlement expenses                    -                 0.10                     -                    -                    -
Tax effect                                      -                (0.02)                    -                    -                    -
ROAA excluding DOL ESOP
settlement expenses                          1.31                 1.26                  1.43                 1.47                 1.40
(Gain)/loss on sale of
investment securities                           -                    -                     -                    -                (0.06)
Tax effect                                      -                    -                     -                    -                 0.01
ROAA excluding (gain)/loss on
sale of investment securities                1.31                 1.26                  1.43                 1.47                 1.35
Death benefit on bank owned
life insurance ("BOLI")                         -                    -                 (0.03)               (0.02)                   -
ROAA excluding death benefit on
BOLI                                         1.31                 1.26                  1.40                 1.45                 1.35
Prepayment penalties on
borrowings                                      -                    -                     -                 0.01                    -
Tax effect                                      -                    -                     -                    -                    -
ROAA excluding prepayment
penalties on borrowings                      1.31                 1.26                  1.40                 1.46                 1.35
Adjusted ROAA                                1.31  %              1.26  %               1.40  %              1.46  %              1.35  %



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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021
                                     Non-GAAP Reconciliation of Return on Average Common Equity
                                                 (Dollars in Thousands, Unaudited)
                                                                           Three Months Ended
                                      March 31,          December 31,          September 30,           June 30,          March 31,
                                         2022                2021                   2021                 2021               2021
Average common equity                $ 716,341          $    719,643        

$724,412 $706,652 $697,401
Return on Average Equity (“ROACE”) as reported

             13.34  %              11.81  %               12.64  %           12.59  %           11.88  %
Acquisition expenses                         -                  0.49                   0.44               0.14                  -
Tax effect                                   -                 (0.10)                 (0.09)             (0.03)                 -
ROACE excluding acquisition
expenses                                 13.34                 12.20                  12.99              12.70              11.88
Credit loss expense acquired
loans                                        -                     -                   1.11                  -                  -
Tax effect                                   -                     -                  (0.23)                 -                  -
ROACE excluding credit loss
expense acquired loans                   13.34                 12.20                  13.87              12.70              11.88
Gain on sale of ESOP trustee
accounts                                     -                     -                  (1.28)                 -                  -
Tax effect                                   -                     -                   0.27                  -                  -
ROACE excluding gain on sale
of ESOP trustee accounts                 13.34                 12.20                  12.86              12.70              11.88
DOL ESOP settlement expenses                 -                  1.05                      -                  -                  -
Tax effect                                   -                 (0.17)                     -                  -                  -
ROACE DOL ESOP settlement
expenses                                 13.34                 13.08                  12.86              12.70              11.88
(Gain)/loss on sale of
investment securities                        -                     -                      -                  -              (0.53)
Tax effect                                   -                     -                      -                  -               0.11
ROACE excluding (gain)/loss on
sale of investment securities            13.34                 13.08                  12.86              12.70              11.46
Death benefit on bank owned
life insurance ("BOLI")                      -                     -                  (0.28)             (0.15)                 -
ROACE excluding death benefit
on BOLI                                  13.34                 13.08                  12.58              12.55              11.46
Prepayment penalties on
borrowings                                   -                     -                      -               0.07                  -
Tax effect                                   -                     -                      -              (0.01)                 -
ROACE excluding prepayment
penalties on borrowings                  13.34                 13.08                  12.58              12.61              11.46
Adjusted ROACE                           13.34  %              13.08  %               12.58  %           12.61  %           11.46  %



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                     HORIZON BANCORP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           And Results of Operations
               For the Three Months ended March 31, 2022 and 2021
                                    Non-GAAP Reconciliation of Return on Average Tangible Equity
                                                  (Dollars in Thousands, Unaudited)
                                                                            Three Months Ended
                                       March 31,          December 31,          September 30,           June 30,          March 31,
                                          2022                2021                   2021                 2021               2021
Average common equity                 $ 716,341          $    719,643      

$724,412 $706,652 $697,401
Less: Average intangible assets 176,356

               179,594                174,920            173,905            174,785
Average tangible equity               $ 539,985          $    540,049          $     549,492          $ 532,747          $ 522,616
Return on average common equity
("ROATE")                                 17.70  %              15.74  %               16.66  %           16.69  %           15.85  %
Acquisition expenses                          -                  0.65                   0.58               0.18                  -
Tax effect                                    -                 (0.14)                 (0.12)             (0.04)                 -
ROATE excluding acquisition
expenses                                  17.70                 16.25                  17.12              16.83              15.85
Credit loss expense acquired
loans                                         -                     -                   1.47                  -                  -
Tax effect                                    -                     -                  (0.31)                 -                  -
ROATE excluding credit loss
expense acquired loans                    17.70                 16.25                  18.28              16.83              15.85
Gain on sale of ESOP trustee
accounts                                      -                     -                  (1.68)                 -                  -
Tax effect                                    -                     -                   0.35                  -                  -
ROATE excluding gain on sale of
ESOP trustee accounts                     17.70                 16.25                  16.95              16.83              15.85
DOL ESOP settlement expenses                  -                  1.40                      -                  -                  -
Tax effect                                    -                 (0.23)                     -                  -                  -
ROATE DOL ESOP settlement
expenses                                  17.70                 17.42                  16.95              16.83              15.85
(Gain)/loss on sale of
investment securities                         -                     -                      -                  -              (0.71)
Tax effect                                    -                     -                      -                  -               0.15
ROATE excluding (gain)/loss on
sale of investment securities             17.70                 17.42                  16.95              16.83              15.29
Death benefit on bank owned
life insurance ("BOLI")                       -                     -                  (0.37)             (0.20)                 -
ROATE excluding death benefit
on BOLI                                   17.70                 17.42                  16.58              16.63              15.29
Prepayment penalties on
borrowings                                    -                     -                      -               0.09                  -
Tax effect                                    -                     -                      -              (0.02)                 -
ROATE excluding prepayment
penalties on borrowings                   17.70                 17.42                  16.58              16.70              15.29
Adjusted ROATE                            17.70  %              17.42  %               16.58  %           16.70  %           15.29  %







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Contents

                     HORIZON BANCORP, INC. AND SUBSIDIARIES

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