Irwin Financial Corporation 1994 FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) _x_ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required) For the fiscal year ended December 31, 1994 or __ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (No Fee Required) For the transition period from _______ to ________ Commission file number 0-6835 IRWIN FINANCIAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Indiana 35-1286807 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 500 Washington Street Columbus, Indiana 47201 (Address of Principal Executive Offices) (Zip Code) (812) 376-1020 (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Shares (Title of Class) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __x___ No______ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x] The aggregate market value of the voting stock held by non-affiliates of the Registrant was $82,037,067.13 as of March 21, 1995. As of March 21, 1995, there were outstanding 5,619,689 common shares of the Registrant. DOCUMENTS INCORPORATED BY REFERENCE Selected Portions of Part of Form 10-K Into Which the Following Documents Incorporated Annual Report to Shareholders Part I, Part II for the year ended December 31, 1994 Definitive Proxy Statement for Part III Annual Meeting of Shareholders to be held May 9, 1995 Exhibit Index on Pages 10 through 13 Page 1 Total Pages in This Filing: 57 FORM 10-K TABLE OF CONTENTS Part I Item 1 - Business 3 Item 2 - Properties 6 Item 3 - Legal Proceedings 7 Item 4 - Submission of Matters to a Vote of Security Holders 8 Part II Item 5 - Market for Registrant's Common Equity and Related Security Holder Matters 8 Item 6 - Selected Financial Data 9 Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 8 - Financial Statements and Supplementary Data 9 Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 9 Part III Item 10 - Directors and Executive Officers of the Registrant 9 Item 11 - Executive Compensation 9 Item 12 - Security Ownership of Certain Beneficial Owners and Management 9 Item 13 - Certain Reltionships and Related Transactions 9 Part IV Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K 10 Signatures 14 PART I Item 1 Business General Irwin Financial Corporation (the "Registrant") is a diversified financial services company organized as an Indiana bank holding company in May, 1972. The Registrant's principal subsidiaries are Inland Mortgage Corporation ("Inland Mortgage"), a mortgage banking company; Irwin Union Bank and Trust Company ("Irwin Union Bank"), a commercial bank; Irwin Union Investor Services, Inc. ("Investor Services"), an investment and financial counseling company; Affiliated Capital Corp. (“Affiliated”), an equipment leasing company; Irwin Home Equity Corporation (“Home Equity”), a consumer home equity lending company; White River Capital Corporation, a small venture capital company; and Irwin Union Credit Insurance Corporation, a credit insurance company. Business of Subsidiaries Inland Mortgage originates, purchases and services conventional or government agency backed (i.e., FHA and VA) residential mortgages. Substantially all mortgages are either insured by an agency of the federal government, or in the case of a conventional mortgage, meet requirements for resale to the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation. Periodically, Inland Mortgage sells loans to private investors pursuant to their requirements. Inland also originates a small amount of commercial mortgages. Inland Mortgage sells mortgages to institutional investors but may retain servicing rights to loans that it originates or purchases from correspondents. Inland Mortgage collects and accounts for the monthly payments on each loan serviced and pays the real estate taxes and insurance necessary to protect the integrity of the lien, for which it receives a servicing fee. Inland Mortgage operates 89 production and satellite offices in 24 states. During 1994, Inland Mortgage established offices in Englewood, Colorado; Tinley Park, Illinois; Crofton, Maryland; Bloomington, Minnesota; Greensboro and Cary, North Carolina; Dayton, Ohio; Oxford, Pennsylvania; Dallas, Texas and Richmond, Virginia. During 1994, Inland Mortgage closed offices in Naperville, Illinois and Prescott Valley, Arizona. Irwin Union Bank, organized in 1871, is a full service commercial bank offering a wide variety of services to individual, business, institutional, and governmental customers. Irwin Union Bank's services include personal and commercial checking accounts, savings and time deposit accounts, personal and business loans, credit card services, money transfer, property and casualty insurance agency services, trust services, and safe deposit facilities. Irwin Union Bank is the largest of nine financial institutions operating in Bartholomew County, Indiana with nine locations throughout the county. Irwin Union Bank also has branch facilities in Seymour (Jackson County - 2), Shelbyville (Shelby County - 2), Bloomington (Monroe County), and Franklin (Johnson County), Indiana. The Bloomington branch was opened in 1994. Irwin Union Bank has two trust custodial offices in Indianapolis, Indiana. Investor Services engages in investment services activities including certificate of deposit placement services, consumer financial counseling services through its wholly owned subsidiary, Irwin Union Advisory Services, Inc., and securities brokerage services through its wholly owned subsidiary, Irwin Union Securities, Inc. Investor Services operates three offices in three states. Affiliated, acquired in 1990 and located in Northbrook, Illinois, is engaged in the small-ticket equipment leasing business. Affiliated offers non-recourse, non-operating, full payout leases to physicians, medical clinics, veterinarians, dentists and chiropractors. Home Equity was formed in 1994 as an Indiana corporation and is located in San Ramon, California. Home Equity originates and services home equity lines of credit. White River Capital Corporation ("White River"), a venture capital company, currently holds one investment but has suspended making new investments. Irwin Union Credit Insurance Corporation provides credit life insurance to consumer loan customers of Irwin Union Bank. No single part of the business of the Registrant is dependent upon a single customer or upon a very few customers and the loss of any one customer would not have a materially adverse effect upon the business of the Registrant. The Registrant has no foreign operations or export sales. Competition Inland Mortgage originates and services residential first mortgage loans from 89 production and satellite offices in Arizona, California, Colorado, Delaware, Florida, Georgia, Hawaii, Illinois, Indiana, Kentucky, Michigan, Minnesota, Missouri, Montana, New Mexico, North Carolina, Ohio, Oregon, Pennsylvania, Texas, Washington, Wisconsin and the Washington, D.C. metropolitan area, including offices in Maryland and Virginia. Included in these figures and locations are production and satellite offices acquired by Inland Mortgage as of January 1, 1995. In each of these locations, competition for mortgage loans is vigorous, coming from other national, regional and local mortgage banking companies as well as commercial banks, savings banks and savings & loan associations. Inland Mortgage purchases mortgage loans from correspondents in these and other states as well. The commercial banking business for Irwin Union Bank in the Bartholomew, Jackson, Johnson, Monroe and Shelby County areas is very competitive. Within these counties, in addition to the commercial banks, there are a number of savings banks, savings & loan associations and credit unions competing for deposits and loans. Irwin Union Bank also competes for the provision of banking services with banks located elsewhere in Indiana, primarily in southern Indiana, and with a number of nonbank companies located throughout the United States, including insurance companies, retailers, brokerage firms, companies offering money market accounts, and national credit card companies. As of December 31, 1994, Irwin Union Bank ranked first among commercial banking and savings bank institutions on the basis of Bartholomew County deposits. In addition to the above mentioned counties, Irwin Union Bank derives its business from several other counties in southern Indiana. In October, 1994, Irwin Union Bank opened an office in Bloomington, Indiana. Investor Services provides full service securities brokerage and financial counseling services to corporate and individual customers. Investor Services also offers on an agency basis, a brokered deposit program for clients who wish to invest in insured certificates of deposit and oversees other investor related services. Investor Services' primary competitors include branch offices of regional and national securities brokerage firms located in Bartholomew County as well as other regional and national financial institutions which operate similar cash management and financial counseling programs. Affiliated provides, primarily, medical equipment leasing services to medical clinics, small groups of physicians, individual practitioners, chiropractors, dentists, and veterinarians. Affiliated's primary competitors include other equipment leasing companies with operations that are national in scope. Such competitors may be headquartered anywhere in the country. Home Equity provides home equity lines of credit to private home owners in several states. Home Equity’s primary competitors include banks, thrifts, credit unions and other home equity lenders with operations that are either national, regional or local in scope. Such competitors may be headquartered anywhere in the country. Supervision and Regulation The Registrant is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended, and is registered with, regulated and examined by the Board of Governors of the Federal Reserve System (the "Board of Governors"). Subject to certain exceptions, a bank holding company is prohibited from acquiring direct or indirect ownership or control of more than five percent of the voting shares of any company which is not a bank and from engaging directly or indirectly in activities unrelated to banking or managing or controlling banks. One exception to this prohibition permits activities by a bank holding company or its subsidiary which the Board of Governors determines to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. The Board of Governors has adopted regulations prescribing those activities it presently regards as permissible which include the activities engaged in by Registrant and its subsidiaries. The Bank Holding Company Act, the Federal Reserve Act and the Federal Deposit Insurance Act also subject bank holding companies and their subsidiaries to certain restrictions on extensions of credit by subsidiary banks to the bank holding company or any of its subsidiaries, or investments in the securities thereof, and on the taking of such securities as collateral for loans to any borrower. Further, the Bank Holding Company Act and the regulations of the Board of Governors thereunder, prohibit a bank holding company and its subsidiaries from engaging in certain tie-in arrangements in connection with any extension of credit, sale or lease of any property or furnishing of services. In addition to the regulation of the Registrant, Irwin Union Bank is subject to extensive regulation and periodic examination, principally by the Indiana Department of Financial Institutions and the Federal Deposit Insurance Corporation. Inland Mortgage is subject to audit and examination oversight by the federal department of Housing and Urban Development as well as the Government National Mortgage Association, the Federal National Mortgage Association, and the Federal Home Loan Mortgage Corporation. The insurance subsidiary of the Registrant and the insurance subsidiary of Irwin Union Bank are dependent upon state licenses and upon franchise agreements with private corporations for their continued existence. The home equity subsidiary of the Registrant is also dependent upon state licenses for its ability to extend credit in certain states. Finally, the securities brokerage activities of Investor Services are regulated and examined by the Securities and Exchange Commission, the Indiana Securities Division, the securities divisions of the various states in which Investor Services operates, and the National Association of Securities Dealers. Employees and Labor Relations As of December 31, 1994, the Registrant and its subsidiaries had a total of 1,268 employees, including full-time and part-time employees. The Registrant continues a commitment of equal employment opportunity for all job applicants and staff members and management regards its relations with its employees as satisfactory. Further Information The following information responsive to Guide 3 promulgated under the Securities Exchange Act of 1934, is contained in the "Management's Discussion and Analysis of Financial Conditions and Results of Operations" section of the Annual Report to Shareholders for the year ending December 31, 1994 and is incorporated herein by reference: "Daily Average Consolidated Balance Sheet, Interest Rates and Interest Differential" (p.78), "Investment Securities" (p.65), "Short-Term Borrowings" (p.67), "Summary of Net Interest Income Changes" (p.62), "Deposits" (p.66), "Loans and Leases" (p. 64), "Five-Year Selected Financial Data" (p.32), and the discussion and tabular information under the caption "Credit Risk" on pages 70 to 74 of "Management's Discussion and Analysis of Financial Conditions and Results of Operations". Executive Officers of the Registrant The Executive Officers of the Registrant are elected annually by the Board of Directors and serve for a term of one year or until their successors are elected and qualified. There are no arrangements or understandings between any Executive Officer and any other person pursuant to which the Officer was or is to be selected as an Officer. Gregory F. Ehlinger (32) is Vice President and Treasurer of the Registrant since August of 1992. From 1988 to 1992, Mr. Ehlinger was employed by Irwin Management Company, Inc. (A private management company). From 1986 to 1988, Mr. Ehlinger attended the University of Virginia, Darden School of Business. David C. Fulton (65) is President, since April 1985, of Inland Mortgage. He has been an officer since 1985. Annette M. Hamlin (31) is Vice President and Director of Internal Audit of the Registrant since August of 1991. From 1988 to 1991, Mrs. Hamlin was a staff auditor with the public accounting firm of Coopers & Lybrand L.L.P.. From 1985 to 1988 she was a staff auditor with Sovran Bank/Central South. Theresa L. Hall (42) is Vice President of the Registrant, since 1988, and from 1984 to 1990 was Vice President-Human Resources of Irwin Union Bank. She has been an officer since 1980. Robert S. Kaspar (36) is President and Treasurer of Investor Services. From 1987 to 1989 Mr. Kaspar was Controller of the Registrant. From 1984 to 1987, Mr. Kaspar was Controller of Irwin Union Bank. He has been an officer since 1985. William I. Miller (38) is Chairman of the Board, since 1990, and has been a Director of the Registrant since 1985. Prior to 1990, he was President of Irwin Management Company, Inc. Mr. Miller continues to serve as Chairman of Tipton Lakes Company (a real estate development concern), and the non-executive Chairman of the Board of Irwin Management Company. John A. Nash (57) is Chairman of the Executive Committee, since 1990, and President, since 1985, of the Registrant. He has been an officer and Director of the Registrant since 1972. Michael F. Ryan (49) is President, since 1981, of Irwin Union Bank. He has been an officer since 1976. Matthew F. Souza (38) is Vice President and Secretary of the Registrant. He has been an officer since 1985. Marie C. Strack (32) is Vice President and Controller of the Registrant since May of 1992. From 1985 to 1992, Ms. Strack was employed by the public accounting firm of Coopers & Lybrand L.L.P., where her last position held was Audit Manager. Thomas D. Washburn (48) is Senior Vice President and Chief Financial Officer, since 1980, of the Registrant. He has been an officer since 1976. From 1980 to 1987, Mr. Washburn was Senior Vice President of Irwin Union Bank. Item 2. Properties The location and general character of the materially important physical properties of the Registrant and its subsidiaries are as follows: The home office of Inland Mortgage, where administrative and servicing activities are centered, is located at 9265 Counselor's Row, Indianapolis, Indiana. Inland Mortgage also has loan production and satellite offices, including offices acquired on January 1, 1995, located in Phoenix (2), Mesa, Scottsdale, Tempe and Tucson, Arizona; Antioch, Bakersfield, Concord, Fresno, Hanford, Lake Forest, Long Beach, Mill Valley, Montclair, Morgan Hill, Pasadena, Pleasanton, Sacramento, Salinas, San Francisco, San Mateo, San Rafael, Selma, Ventura, Visalia, Walnut Creek, Westlake Village and Yuba City, California; Castle Rock, Colorado Springs, Denver, Fort Collins and Woodland Hills, Colorado; Newark, Delaware; Orlando, Florida; Atlanta, Georgia; Maui, Honolulu, Aiea and Kailua, Hawaii; Decatur and Tinley Park, Illinois; Indianapolis (5), Ft. Wayne, Floyds Knobs, South Bend, Lafayette and Warsaw, Indiana; Louisville, Kentucky; Columbia, Crofton, Rockville and Towson, Maryland; Troy, Michigan; Arden Hills, Bloomington, Burnsville and Minneapolis, Minnesota; St. Louis and Creve Coeur, Missouri; Kalispell, Montana; Santa Fe, New Mexico; Cary, Charlotte, Greensboro and Raleigh, North Carolina; Dayton, Ohio; Beaverton and Clackamas, Oregon; Oxford, Pennsylvania; Corpus Christi, Dallas and El Paso, Texas; Springfield, Woodbridge, Fredericksburg, Gloucester, Richmond and Suffolk, Virginia; Anacortes, Everett, Seattle and Vancouver, Washington; and Madison, Wisconsin. All offices occupied by Inland Mortgage are leased. The main office of Irwin Union Bank is located in four connected buildings all at 500 Washington Street, Columbus, Indiana. These buildings and one branch building are owned in fee by Irwin Union Realty Corporation, a wholly-owned subsidiary of Irwin Union Bank, and are leased by Irwin Union Bank. Irwin Union Bank owns in fee three of its other thirteen relatively small branch banking premises. The other branch offices are leased. None of the properties owned by Irwin Union Bank are subject to any major encumbrances. The main office of Investor Services is located at 520 Washington Street, Columbus, Indiana, in a building owned in fee by Investor Services. This property is not subject to any major encumbrance. Investor Services has additional leased offices in the adjacent building on Washington Street and Columbus, Ohio and Raleigh, North Carolina. The home office of Affiliated, where adminstrative and lease servicing activities are centered, is located at 707 Skokie Boulevard, Northbrook, Illinois. This office location is leased. The main office of Irwin Home Equity is located at 2400 Camino Ramon, Suite 375, San Ramon, California. This office location is leased. The main offices of the Registrant and of White River Capital Corporation and Irwin Union Credit Insurance Corporation are located at 500 Washington Street, Columbus, Indiana in space leased from Irwin Union Bank. Item 3. Legal Proceedings As a part of the ordinary course of business, the Registrant and its subsidiary companies are parties to litigation involving claims to the ownership of funds in particular accounts, the collection of delinquent accounts, challenges to security interests in collateral, and foreclosure interests, that is incidental to their regular business activities. As of December 31, 1994, Inland Mortgage was a defendant to a class action lawsuit initiated in the state of Alabama. The case is currently pending in the United States District Court for the Northern District of Alabama, Southern Division. Plaintiff’s allege that they represent a nationwide class of persons who have or had mortgage escrow accounts allegedly improperly managed by Inland Mortgage. This case is among a series of class action cases commenced against a number of mortgage servicers in Alabama and other states challenging the practices used in connection with the administration of escrow accounts for single family residential mortgages. The litigation is still at an early stage and it is impossible to predict the likelihood of an unfavorable outcome or to establish possible extent or amount of liability or potential loss exposure, if any, to which Inland Mortgage might be exposed. Except as described above, there is no material pending litigation in which the Registrant or any of its subsidiaries is involved or of which any of their property is the subject and no material legal proceeding was terminated during the fourth quarter of 1994. Furthermore, there is no pending legal proceeding that is adverse to the Registrant in which any director, officer or affiliate of the Registrant, or any associate of any such director or officer, is a party, or has a material interest. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted during the fourth quarter of 1994, to a vote of security holders of the Registrant, through the solicitation of proxies or otherwise. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters The Common Stock of the Registrant is quoted on the National Association of Securities Dealers Automated Quotation System National Market System (NASDAQ-NMS - trading symbol, IRWN). The following table sets forth certain information regarding trading in, and cash dividends paid with respect to, the shares of the Registrant's Common Stock in each quarter of the two most recent calendar years. The Common Stock was approved for quotation in NASDAQ-NMS commencing on September 15, 1992. Accordingly, fourth quarter 1992 stock prices reflect high and low sale transactions. All other stock prices reflect interdealer quotations reported by NASDAQ prior to the commencement of National Market System trading, without retail mark-up, mark-down or conversion, and may not necessarily represent actual transactions. All data have been adjusted for stock splits. The approximate number of shareholders of record on March 21, 1995 was 1,231. Stock Prices and Dividends: 1993 Quarter Cash Total Dividends High Low End Dividend For the Year First Quarter 27 1/4 21 3/8 26 0.075 Second Quarter 26 1/4 20 5/8 21 1/8 0.075 Third Quarter 25 3/4 21 25 1/4 0.075 Fourth Quarter 27 21 3/4 25 0.075 0.30 1994 First Quarter 25 1/4 21 3/4 22 3/4 0.090 Second Quarter 23 3/4 20 1/2 22 1/4 0.090 Third Quarter 28 21 27 1/4 0.090 Fourth Quarter 27 3/4 25 1/2 26 3/4 0.090 0.36 The Registrant expects to continue its policy of paying regular cash dividends, although there is no assurance as to future dividends because they are dependent on future earnings, capital requirements, and financial condition. On February 15, 1994, the Registrant's Board of Directors approved an increase in the Registrant's quarterly dividend to $.09 per share which dividend rate was unchanged as of December 31, 1994. Dividends paid by Irwin Union Bank to the Registrant are restricted by banking law. See Note 14 of Notes to the Consolidated Financial Statements in the attached Annual Report to Shareholders. Item 6. Selected Financial Data The information contained in the Annual Report to Shareholders for the year ended December 31, 1994, under the caption "Five-Year Selected Financial Data", is incorporated herein by reference in response to this item. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The information set forth under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Annual Report to Shareholders for the year ended December 31, 1994, is incorporated herein by reference in response to this item. Item 8. Financial Statements and Supplementary Data Consolidated financial statements of the Registrant and its subsidiaries are contained in the Annual Report to Shareholders for the year ending December 31, 1994, under the caption "1994 Financial Statements and Other Financial Information", and are incorporated herein by reference in response to this item. The financial statement schedules required under Regulation S-X are filed as "Financial Statement Schedules" pursuant to Item 14 hereof. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure In connection with the audits of the Registrant for the two most recent fiscal years ended December 31, 1994, the Registrant has not changed its independent certified public accountants nor have there been any disagreements (as defined in Instruction 4 to Item 304 of Regulation S- K) with such accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. PART III Item 10. Directors and Executive Officers of the Registrant The information contained in the proxy statement of the Registrant for the 1995 Annual Meeting of Shareholders under the caption "Election of Directors", on pages 4 through 6, inclusive, is incorporated herein by reference in response to this item. Item 11. Executive Compensation The information contained in the proxy statement of the Registrant for the 1995 Annual Meeting of Shareholders under the captions "Election of Directors - Outside Director Restricted Stock Compensation Plan", "Executive Compensation and Other Information" and “Board Compensation Committee Report on Executive Compensation” on pages 7 through 17, inclusive, is incorporated herein by reference in response to this item. Item 12. Security Ownership of Certain Beneficial Owners and Management The information contained in the proxy statement of the Registrant for the 1995 Annual Meeting of Shareholders, under the captions "Voting Securities and Principal Holders" and "Security Ownership of Management", on pages 2 and 3, inclusive, is incorporated herein by reference in response to this item. Item 13. Certain Relationships and Related Transactions The information contained in the proxy statement of the Registrant for the 1995 Annual Meeting of Shareholders under the caption "Interest of Management in Certain Transactions" on pages 18 and 19, is incorporated herein by reference in response to this item. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K Page # a. Documents filed as a part of this Report: Form 10-K AnnualReport 1. Financial Statements: A. Irwin Financial Corporation and Subsidiaries: Report of Coopers & Lybrand L.L.P., Independent Accountants Consolidated Statement of Income for the years ended December 31, 1994, 1993, and 1992 Consolidated Balance Sheet as of December 31, 1994, and 1993 Consolidated Statement of Changes in Shareholders' Equity for the years ended December 31, 1994, 1993 and 1992 Consolidated Statement of Cash Flows for the years ended December 31, 1994, 1993, and 1992 Notes to Consolidated Financial Statements The above listed report, financial statements, and the notes thereto, set forth on pages through of the Registrant's 1994 Annual Report to Shareholders are incorporated herein by reference. 2. Financial Statement Schedules Report of Independent Accountants, Coopers & Lybrand L.L.P. Schedule I - Indebtedness to Related Parties Schedules other than that listed above are omitted because they are not required or the information is included in the Notes to Consolidated Financial Statements. 3. Exhibits A. Exhibits to Form 10-K * To be filed by amendment pursuant to Rule 15d-21. b. Reports on Form 8-K None. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the Undersigned, thereunto duly authorized. IRWIN FINANCIAL CORPORATION Date: March _____, 1995 By: William I. Miller William I. Miller, Chairman of the Board Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities on the dates indicated. EXHIBIT 22(a). SUBSIDIARIES OF THE REGISTRANT State of Name Incorporation Irwin Union Bank and Trust Company Indiana Irwin Union Collateral, Inc. Indiana Irwin Union Realty Corporation Indiana Irwin Union Insurance, Inc. Indiana Irwin Union Mortgage Corporation Indiana Inland Mortgage Corporation Indiana Irwin Union Investor Services, Inc. Indiana Irwin Union Securities, Inc. Indiana Irwin Union Advisory Services, Inc. Indiana Irwin Home Equity Corporation Indiana Irwin Union Leasing Corporation Indiana Affiliated Capital Corp. Illinois Irwin Union Credit Insurance Corporation Arizona White River Capital Corporation Indiana (End) 80% owned by Registrant