8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 23, 2012

Park National Corporation

(Exact name of registrant as specified in its charter)

Ohio	1-13006	31-1179518
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

50 North Third Street, P.O. Box 3500, Newark, Ohio	43058-3500
(Address of principal executive offices)	(Zip Code)

(740) 349-8451

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02 - Results of Operations and Financial Condition.

On July 23, 2012, Park National Corporation (“Park”) issued a news release (the “Financial Results News Release”) announcing financial results for the three and six months ended June 30, 2012. A copy of this Financial Results News Release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Park's management uses certain non-U.S. GAAP (U.S. generally accepted accounting principles) financial measures to evaluate Park's performance. Specifically, management reviews return on average tangible common equity, return on average tangible assets, tangible common equity to tangible assets and tangible common book value per common share. Management has included in the Financial Results News Release information relating to the return on average tangible common equity, return on average tangible assets, tangible common equity to tangible assets and tangible common book value per common share for the three and six month periods ended June 30, 2012 and 2011. For purposes of calculating the return on average tangible common equity, a non-U.S. GAAP financial measure, net income available to common shareholders for each period is divided by average tangible common equity during the period. Average tangible common equity equals average stockholders' equity during the applicable period less (i) average goodwill and other intangible assets during the applicable period and (ii) average preferred stock during the applicable period. For the purpose of calculating the return on average tangible assets, a non-U.S. GAAP financial measure, net income available to common shareholders for each period is divided by average tangible assets during the period. Average tangible assets equals average assets during the applicable period less average goodwill and other intangible assets during the applicable period. For the purpose of calculating tangible common equity to tangible assets, a non-U.S. GAAP financial measure, tangible common equity is divided by tangible assets. Tangible common equity equals stockholders' equity less preferred stock and goodwill and intangible assets. Tangible assets equals total assets less goodwill and intangible assets. For the purpose of calculating tangible common book value per common share, a non-U.S. GAAP financial measure, tangible common equity is divided by common shares outstanding at period end. Management believes that the disclosure of return on average tangible common equity, return on average tangible assets, tangible common equity to tangible assets and tangible common book value per common share presents additional information to the reader of the consolidated financial statements, which, when read in conjunction with the consolidated financial statements prepared in accordance with U.S. GAAP, assists in analyzing Park's operating performance and ensures comparability of operating performance from period to period while eliminating certain non-operational effects of acquisitions and, in the case of return on average common equity and tangible common book value per common share, the impact of preferred stock. In the Financial Results News Release, Park has provided a reconciliation of average tangible common equity to average stockholders' equity, average tangible assets to average assets, tangible common equity to stockholders' equity and tangible assets to total assets solely for the purpose of complying with SEC Regulation G and not as an indication that return on average tangible common equity, return on average tangible assets, tangible common equity to tangible assets and tangible common book value per common share are substitutes for return on average equity, return on average assets, common equity to assets and common book value per common share, respectively, as determined by U.S. GAAP.

Item 7.01 - Regulation FD Disclosure

The following is a discussion of the financial results for the three and six months ended June 30, 2012 and a comparison of these results to the guidance previously provided within the Annual Report to Shareholders for the fiscal year ended December 31, 2011 (the “2011 Annual Report”).

The table below reflects the net income (loss) by segment for the first and second quarters of 2012, projected results for the second half of 2012, and results for each of the prior three fiscal years ended December 31, 2011, 2010, and 2009. Park's segments include The Park National Bank (“PNB”), Guardian Financial Services Company (“GFSC”), SE Property Holdings, LLC (“SEPH”) and "All Other" which primarily consists of Park as the "Parent Company."

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(In thousands)	Q1 2012		Q2 2012			Projected second half 2012			Projection 2012			2011			2010			2009
PNB	$	21,561	$	23,483		$	45,011		$	90,055		$	106,851		$	102,948		$	101,458
GFSC	806		909			1,769			3,484			2,721			2,006			1,752
Park Parent Company	49		134			158			341			(1,595		)	(1,439		)	1,092
Ongoing operations	$	22,416	$	24,526		$	46,938		$	93,880		$	107,977		$	103,515		$	104,302
Vision Bank	—		—			—			—			(22,526		)	(45,414		)	(30,110		)
SEPH	9,059		(5,640		)	(7,080		)	(3,661		)	(3,311		)	—			—
Total Park	$	31,475	$	18,886		$	39,858		$	90,219		$	82,140		$	58,101		$	74,192

The “Park Parent Company” above excludes the results for SEPH, an entity which is winding down commensurate with the disposition of its problem assets. Management considers the “Ongoing operations” results to be reflective of the business of Park and its subsidiaries on a going forward basis. The discussion below provides some additional information regarding the segments that make up the “Ongoing operations”.

The Park National Bank (PNB)

The table below reflects the results for PNB for the first and second quarters of 2012, projected results for the second half of 2012, and results for each of the prior three fiscal years ended December 31, 2011, 2010, and 2009.

(In thousands)	Q1 2012		Q2 2012		Projected second half 2012		2012 Projection		2011		2010		2009
Net interest income	$	55,846	$	56,022	$	112,114	$	223,982	$	236,282	$	237,281	$	236,107
Provision for loan losses	4,672		3,756		7,652		16,080		30,220		23,474		22,339
Fee income	16,661		17,700		33,310		67,671		67,348		68,648		75,430
Security gains	—		—		—		—		23,634		11,864		7,340
Total other expense	38,056		37,260		75,281		150,597		146,235		144,051		148,048
Income before income taxes	$	29,779	$	32,706	$	62,491	$	124,976	$	150,809	$	150,268	$	148,490
Federal income taxes	8,218		9,223		17,480		34,921		43,958		47,320		47,032
Net income	$	21,561	$	23,483	$	45,011	$	90,055	$	106,851	$	102,948	$	101,458
Net income excluding security gains	$	21,561	$	23,483	$	45,011	$	90,055	$	91,489	$	95,236	$	96,687

The results for PNB continue to be excellent. Management previously projected 2012 net income for PNB of approximately $93 million within the 2011 Annual Report. Due primarily to the continued low interest rate environment, management's most recent projection for PNB's net income is $90 million.

The table below provides certain balance sheet information and financial ratios for PNB as of June 30, 2012, for the year ended December 31, 2011 and as of June 30, 2011.

(In thousands)	June 30, 2012			December 31, 2011			June 30, 2011			% change from 12/31/11		% change from 6/30/11
Loans	$	4,281,430		$	4,172,424		$	4,125,919		2.61	%	3.77	%
Allowance for loan losses	56,288			55,409			71,043			1.59	%	(20.77	)%
Net loans	4,225,142			4,117,015			4,054,876			2.63	%	4.20	%
Total assets	6,535,709			6,281,747			6,565,419			4.04	%	(0.45	)%
Average assets (YTD)	6,491,751			6,453,404			6,519,081			0.59	%	(0.42	)%
Deposits	4,917,327			4,611,646			4,816,002			6.63	%	2.10	%
Return on average assets *	1.40		%	1.42		%	1.55		%
* Annualized for the six months ended June 30, 2012 and 2011. Excludes gains on the sale of investment securities for the six months ended June 30, 2011 and the year ended December 31, 2011.

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The $109 million (2.61%) increase in loans experienced at PNB through the first six months of 2012 is primarily related to continued demand in the mortgage loan portfolio, which has increased by $91.8 million. Of the $91.8 million increase in the mortgage loan portfolio, approximately $86 million of the increase is associated with our decision to retain a portion of the 15-year, fixed-rate mortgages originated by PNB rather than selling them in the secondary market. As noted above, PNB's allowance for loan losses has declined by $14.8 million, or 20.77%, to $56.3 million at June 30, 2012 compared to $71.0 million at June 30, 2011. The decline in PNB's allowance for loan losses is due to continued improvement in the credit metrics across the PNB loan portfolio, as well as declines in specific reserves established for impaired commercial loans. Refer to the “Credit Metrics and Provision for Loan Losses” section below for additional information regarding the improvements in the credit metrics of PNB's loan portfolio.

Guardian Financial Services Company (GFSC)

The table below reflects the results for GFSC for the first and second quarters of 2012, projected results for the second half of 2012, and results for each of the prior three fiscal years ended December 31, 2011, 2010, and 2009.

(In thousands)	Q1 2012		Q2 2012		Projected second half 2012		2012 Projection		2011		2010		2009
Net interest income	$	2,211	$	2,305	$	4,735	$	9,251	$	8,693	$	7,611	$	7,010
Provision for loan losses	250		200		600		1,050		2,000		2,200		2,052
Fee income	—		—		1		1		—		2		3
Total other expense	721		706		1,414		2,841		2,506		2,325		2,264
Income before income taxes	$	1,240	$	1,399	$	2,722	$	5,361	$	4,187	$	3,088	$	2,697
Federal income taxes	434		490		953		1,877		1,466		1,082		945
Net income	$	806	$	909	$	1,769	$	3,484	$	2,721	$	2,006	$	1,752

In the 2011 Annual Report, management stated that GFSC was expected to make net income of $3.0 million in 2012. Management's latest guidance for 2012 reflects a slight increase in net income for GFSC to approximately $3.5 million. This improvement is the result of an anticipated lower provision for loan losses based on credit analysis performed by GFSC's management.

The table below provides certain balance sheet information and financial ratios for GFSC as of June 30, 2012, for the year ended December 31, 2011 and as of June 30, 2011.

(In thousands)	June 30, 2012			December 31, 2011			June 30, 2011			% change from 12/31/11		% change from 6/30/11
Loans	$	49,160		$	47,111		$	46,301		4.35	%	6.17	%
Allowance for loan losses	2,407			2,297			1,886			4.79	%	27.62	%
Net loans	46,753			44,814			44,415			4.33	%	5.26	%
Total assets	48,763			46,682			45,912			4.46	%	6.21	%
Average assets (YTD)	47,032			45,588			44,948			3.17	%	4.64	%
Return on average assets *	7.33		%	5.97		%	5.70		%
* Annualized for the six months ended June 30, 2012 and 2011.

Park Parent Company

The table below reflects the results for Park's Parent Company for the first and second quarters of 2012, projected results for the second half of 2012, and results for each of the prior three fiscal years ended December 31, 2011, 2010, and 2009.

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(In thousands)	Q1 2012			Q2 2012			Projected second half 2012			2012 Projection			2011			2010			2009
Net interest income	$	1,061		$	1,478		$	2,905		$	5,444		$	2,155		$	1,285		$	4,740
Provision for loan losses	—			—			—			—			—			—			—
Fee income	68			83			161			312			350			390			464
Total other expense	1,528			1,839			3,362			6,729			7,115			9,107			10,322
Income (loss) before income taxes	$	(399	)	$	(278	)	$	(296	)	$	(973	)	$	(4,610	)	$	(7,432	)	$	(5,118	)
Federal income tax (benefit)	(448		)	(412		)	(454		)	(1,314		)	(3,015		)	(5,993		)	(6,210		)
Net income (loss)	$	49		$	134		$	158		$	341		$	(1,595	)	$	(1,439	)	$	1,092

In the 2011 Annual Report, management projected net income of $1 million for the Parent Company, Vision Bank through February 16, 2012 and SEPH. Typically, we expect the Park Parent Company will perform around breakeven. Management's most recent projection shows net income of $341,000 for 2012.

The net interest income for Park's parent company includes interest income on loans to SEPH and on subordinated debt investments with PNB, which are eliminated in the consolidated Park National Corporation totals. Additionally, net interest income includes interest expense related to the $35.25 million and $30 million of subordinated notes issued by Park in December 2009 and April 2012, respectively.

SEPH / Vision Bank

Vision Bank (“Vision”) merged with and into SEPH, a non-bank subsidiary of Park, following the sale of the Vision business to Centennial Bank (“Centennial”) on February 16, 2012. SEPH holds the remaining assets and liabilities retained by Vision subsequent to the sale. SEPH's assets consist primarily of performing and nonperforming loans and other real estate owned (“OREO”). This segment represents a run off portfolio of the legacy Vision assets.

The table below reflects the results for SEPH for the first and second quarters of 2012 and projected results for the second half of 2012. The SEPH results for the first quarter of 2012 include Vision's results prior to the completion of the sale to Centennial on February 16, 2012. Also included below are the results for Vision for each of the prior three fiscal years ended December 31, 2011, 2010, and 2009. The results for the 2011 year include the results for SEPH, which was formed in March 2011 to hold OREO assets that were transferred from Vision to SEPH.

(In thousands)	Q1 2012		Q2 2012			Projected second half 2012			2012 Projection			SEPH 2011			Vision 2011			Vision 2010
Net interest income	$	2,610	$	(1,125	)	$	(2,680	)	$	(1,195	)	$	(974	)	$	27,078		$	27,867
Provision for loan losses	3,416		1,282			2,599			7,297			—			31,052			61,407
Fee income	724		(275		)	(1,002		)	(553		)	(3,039		)	1,422			(6,024		)
Security gains	—		—			—			—			—			5,195			—
Gain on sale of Vision business	22,167		—			—			22,167			—			—			—
Total other expense	8,165		5,999			4,667			18,831			1,082			31,379			31,623
Income (loss) before income taxes	$	13,920	$	(8,681	)	$	(10,948	)	$	(5,709	)	$	(5,095	)	$	(28,736	)	$	(71,187	)
Federal income taxes/ (benefit)	4,861		(3,041		)	(3,868		)	(2,048		)	(1,784		)	(6,210		)	(25,773		)
Net income (loss)	$	9,059	$	(5,640	)	$	(7,080	)	$	(3,661	)	$	(3,311	)	$	(22,526	)	$	(45,414	)
Net income (loss) excluding security gains	$	9,059	$	(5,640	)	$	(7,080	)	$	(3,661	)	$	(3,311	)	$	(25,903	)	$	(45,414	)

In the 2011 Annual Report, management projected combined net income of $1 million for the Park Parent Company, Vision through February 16, 2012 and SEPH. As noted above, we typically expect the Park Parent Company will perform around breakeven. As such, management expected net income of approximately $1 million for the combined operations of Vision

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through February 16, 2012 and SEPH throughout the 2012 year. Management's most recent projection for the combined SEPH / Vision is a net loss of $3.7 million for 2012. The decline in projected net income is primarily due to increased provision for loan losses and other expense at SEPH through the first six months of 2012.

Total other expense in the second quarter of $6.0 million included estimated losses related to Centennial's loan put-back option. As part of the transaction between Vision Bank and Centennial Bank (“Centennial”) and its parent Home BancShares, Inc. (“Home”), Park agreed to allow Centennial to “put back” up to $7.5 million aggregate principal amount of loans, which were originally included within the loans sold in the transaction (the “loan put option”). The loan put option expires on August 16, 2012, 180 days after the closing of the transaction, which was February 16, 2012. Park's management expects Centennial will put back the full amount of $7.5 million. During the second quarter of 2012, Centennial management shared a preliminary list of the loans that may be put back prior to August 16, 2012 and Park management utilized this list to determine the necessary loan put liability at June 30, 2012. Park recorded a loan put provision of $622,000 in respect of the loan put option during the first quarter of 2012 and an additional loan put provision of $2.7 million during the second quarter of 2012. Through June 30, 2012, Centennial had put back two loans, totaling approximately $169,000. At June 30, 2012, Park had approximately $3.2 million remaining in the loan put liability, which is available to cover losses recognized as loans are repurchased during the third quarter of 2012.

On February 16, 2012, when Vision merged with and into SEPH, the loans then held by Vision were transferred to SEPH by operation of law at their fair market value and no allowance for loan loss is carried at SEPH. The loans included in both the performing and nonperforming portfolios have been charged down to their fair value. The table below provides additional information regarding charge-offs as a percentage of unpaid principal balance, as of June 30, 2012:

SEPH - Retained Vision Loan Portfolio
(In thousands)	Unpaid Principal Balance		Charge-Offs		Net Book Balance		Charge-off Percentage
Nonperforming loans - retained by SEPH	$	150,284	$	76,184	$	74,100	51	%
Performing loans - retained by SEPH	9,179		669		8,510		7	%
Total SEPH loan exposure	$	159,463	$	76,853	$	82,610	48	%

The table below provides an overview of all Vision exposure remaining at SEPH. This information is provided as of both March 31, 2012 and June 30, 2012, showing the decline in legacy Vision assets at SEPH over the past quarter.

(In thousands)	SEPH 3/31/2012		SEPH 6/30/2012		Change from last quarter
Nonperforming loans - retained by SEPH	$	82,326	$	74,100	$	(8,226	)
OREO - retained by SEPH	28,578		24,985		(3,593		)
Total nonperforming assets	$	110,904	$	99,085	$	(11,819	)
Performing loans - retained by SEPH	$	16,123	$	8,510	$	(7,613	)
Total SEPH - Legacy Vision assets	$	127,027	$	107,595	$	(19,432	)

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Park National Corporation

The table below reflects the results for Park on a consolidated basis for the first half of 2012, compared to the same period in 2011 and an updated projection for the next six months of 2012.

(In thousands)	Q1 2012		Q2 2012		Projected second half 2012		2012 Projection		2011		2010		2009
Net interest income	$	61,728	$	58,680	$	117,074	$	237,482	$	273,234	$	274,044	$	273,491
Provision for loan losses	8,338		5,238		10,851		24,427		63,272		87,081		68,821
Fee income	17,453		17,508		32,470		67,431		66,081		63,016		73,850
Security gains	—		—		—		—		28,829		11,864		7,340
Gain on sale of Vision business	22,167		—		—		22,167		—		—		—
Total other expense	48,470		45,804		84,724		178,998		188,317		187,106		188,725
Income before income taxes	$	44,540	$	25,146	$	53,969	$	123,655	$	116,555	$	74,737	$	97,135
Federal income taxes	13,065		6,260		14,111		33,436		34,415		16,636		22,943
Net income	$	31,475	$	18,886	$	39,858	$	90,219	$	82,140	$	58,101	$	74,192
Net income excluding security gains	$	31,475	$	18,886	$	39,858	$	90,219	$	63,401	$	50,389	$	69,421

In the 2011 Annual Report, management stated that Park was expected to make net income of approximately $97 million in 2012. Management's latest projection for 2012 reflects net income for Park of approximately $90 million. The decline of $7 million is due to the continued low interest rate environment, resulting in a lower projection for net interest income, and worse than expected results at SEPH.

Credit Metrics and Provision for Loan Losses

The provision for loan losses for the second quarter of 2012 was $5.2 million, compared to $12.5 million for the same period in 2011. For the first six months of 2012, the provision for loan losses was $13.6 million, compared to $26.6 million for the same period in 2011. During the first quarter of 2012, a significant portion of the non-performing impaired loans at SEPH were re-appraised, resulting in some reductions in collateral value and a corresponding loan loss provision of $3.4 million recognized at SEPH. During the second quarter of 2012, SEPH recognized a loan loss provision of $1.3 million. The table below shows a breakdown of the loan loss provision by reportable segment:

(In thousands)	Q1 2012		Q2 2012		YTD 2012		First Six Months of 2011
PNB	$	4,672	$	3,756	$	8,428	$	9,950
GFSC	250		200		450		1,050
Park Parent	—		—		—		—
Total Ongoing Operations	$	4,922	$	3,956	$	8,878	$	11,000
Vision Bank	—		—		—		15,616
SEPH	3,416		1,282		4,698		—
Total Park	$	8,338	$	5,238	$	13,576	$	26,616

The table above reflects that the loan loss provision for Park's ongoing operations, consisting of Park's Ohio operations (PNB and GFSC), has improved by $2.1 million, or 19%, when comparing the first six months of 2012 with the same period in 2011. This reduction is due to improving credit trends for Park's Ohio operations. The following table shows the trends in Park Ohio's commercial loan “Watch List”.

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Commercial loans * (In thousands)	June 30, 2012		December 31, 2011		December 31, 2010
Pass rated	$	2,167,745	$	2,131,007	$	2,046,016
Special Mention	59,568		66,254		85,287
Substandard	10,265		29,604		78,529
Impaired	103,126		95,109		90,694
Total	$	2,340,704	$	2,321,974	$	2,300,526

* Commercial loans include: (1) Commercial, financial and agricultural loans, (2) Commercial real estate loans, (3) Commercial related loans in the construction real estate portfolio and (4) Commercial related loans in the residential real estate portfolio.

The commercial loan table above demonstrates the improvement experienced over the last 18 months in the Park Ohio commercial portfolio. Pass rated commercial loans have grown $121.7 million, or 5.95% since December 2010. Over this period, special mention loans have declined by $25.7 million, or 30.2% and substandard loans have declined by $68.3 million, or 86.9%. These improved credit metrics in the special mention and substandard categories of the commercial loan portfolio have a significant impact on the general reserves that are established to cover incurred losses on performing commercial loans. As these metrics have improved over the past 18 months, general reserves have declined as well.

Delinquent and accruing loan trends for Park's Ohio-based operations have also improved over the past 18 months. Delinquent and accruing loans were $32.7 million or 0.76% of total loans at June 30, 2012, compared to $40.1 million (0.96%) at December 31, 2011 and $45.8 million (1.12%) at December 31, 2010.

Impaired commercial loans have increased to $103.1 million as of June 30, 2012, increases of $8.0 million and $12.4 million from the balance of impaired loans at December 31, 2011 and 2010, respectively. Impaired commercial loans are individually evaluated for impairment and specific reserves are established to cover incurred losses.

While the credit metrics have improved for Park's Ohio-based operations over the past 18 months, OREO assets have remained relatively stable. OREO assets for Park's Ohio-based operations were $13.4 million, $13.2 million and $8.4 million at June 30, 2012, December 31, 2011 and December 31, 2010.

TARP Repayment

On April 25, 2012, Park redeemed all $100 million in Fixed Rate Cumulative Perpetual Preferred shares, Series A, Park had issued to the U.S. Treasury as part of the Capital Purchase Program (the “CPP Preferred Stock”). As part of this redemption, Park recognized an additional charge to retained earnings of $1.6 million for the unaccreted discount that remained from the original issuance of the CPP Preferred Stock.

In addition, on May 2, 2012, Park redeemed the Warrant to purchase 227,276 Park common shares, held by the U.S. Treasury, originally issued as part of the Capital Purchase Program. Park paid $2,842,000, or $12.50 per Park common share. As of March 31, 2012, the warrant was recorded on Park's financial statements at a value of $4,297,000.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Park cautions that any forward-looking statements contained in this Current Report on Form 8-K or made by management of Park are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management's expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation: deterioration in the asset value of Park's loan portfolio may be worse than expected due to a number of factors, such as adverse changes in economic conditions that impair the ability of borrowers to repay their loans, the underlying value of the collateral could prove less valuable than assumed and cash flows may be worse than expected; Park's ability to sell OREO properties at prices as favorable as anticipated; Park's ability to execute its business plan successfully and within the expected timeframe; general economic and financial market conditions, and weakening in the economy, specifically the real estate market and the credit market, either nationally or in the states in which Park and its subsidiaries do business, may be worse than expected which could decrease the demand for loan, deposit and other financial services and increase loan delinquencies and defaults; changes in interest rates and prices may adversely impact the value of

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securities, loans, deposits and other financial instruments and the interest rate sensitivity of our consolidated balance sheet; changes in consumer spending, borrowing and saving habits; changes in unemployment; asset/liability repricing risks and liquidity risks; our liquidity requirements could be adversely affected by changes in our assets and liabilities; competitive factors among financial services organizations increase significantly, including product and pricing pressures and our ability to attract, develop and retain qualified bank professionals; the nature, timing and effect of changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of Park and its subsidiaries, including changes in laws and regulations concerning taxes, accounting, banking, securities and other aspects of the financial services industry, specifically the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), as well as future regulations which will be adopted by the relevant regulatory agencies, including the Consumer Financial Protection Bureau, to implement the Dodd-Frank Act's provisions; the effect of changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board, the SEC, the Public Company Accounting Oversight Board and other regulatory agencies, and the accuracy of our assumptions and estimates used to prepare our financial statements; the effect of fiscal and governmental policies of the United States federal government; adequacy of our risk management program; a failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers, including as a result of cyber attacks; demand for loans in the respective market areas served by Park and its subsidiaries; and other risk factors relating to the banking industry as detailed from time to time in Park's reports filed with the Securities and Exchange Commission including those described in "Item 1A. Risk Factors" of Part I of Park's Annual Report on Form 10-K for the fiscal year ended December 31, 2011. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Park does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.

Item 8.01 - Other Events

Declaration of Cash Dividend

As reported in the Financial Results News Release, on July 23, 2012, the Park Board of Directors declared a $0.94 per share quarterly cash dividend in respect of Park's common shares. The dividend is payable on September 7, 2012 to common shareholders of record as of the close of business on August 22, 2012. A copy of the Financial Results News Release is included as Exhibit 99.1 and the portion thereof addressing the declaration of the cash dividend by Park's Board of Directors is incorporated by reference herein.

9

Item 9.01 - Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits. The following exhibit is included with this Current Report on Form 8-K:

Exhibit No.Description

99.1 News Release issued by Park National Corporation on July 23, 2012 addressing operating results for the three and six months ended June 30, 2012.

[Remainder of page intentionally left blank;

signature on following page.]

10

SIGNATURE

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

	PARK NATIONAL CORPORATION
Dated: July 23, 2012	By:	/s/ John W. Kozak
		John W. Kozak
		Chief Financial Officer

11

INDEX TO EXHIBITS

Current Report on Form 8-K

Dated July 23, 2012

Park National Corporation

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on July 23, 2012 addressing operating results for the three and six months ended June 30, 2012.

12

EX-99.1

July 23, 2012Exhibit 99.1

Park National Corporation reports financial results

for second quarter 2012 and continues $0.94 quarterly dividend

NEWARK, Ohio - Park National Corporation (Park) (NYSE Amex: PRK) today reported financial results for the three-month (second quarter) and six-month periods ended June 30, 2012 (first half). Also, Park's board of directors declared a $0.94 per common share quarterly cash dividend, payable on September 7, 2012 to common shareholders of record as of August 22, 2012.

Net income for the first half of 2012 was $50.4 million, a 1.5 percent decline from the $51.1 million in net income for the same period in 2011. Net income per diluted common share was $3.05, a 2.6 percent decrease from the $3.13 net income per diluted common share reported for the first half of 2011.

Net income for the second quarter of 2012 was $18.9 million, a 34.8 percent decline from the $29.0 million in net income for the same period in 2011. Net income per diluted common share was $1.10, a 38.4 percent decrease from the $1.79 net income per diluted common share reported in the second quarter of 2011.

Net income for the second quarter and first half of 2011 included pre-tax gains of $15.4 million and $22.0 million, respectively, from the sale of investment securities. Net income for the first half of 2012 also included a pre-tax gain of $22.2 million from the sale of substantially all of the performing loans, operating assets and the liabilities of Vision Bank, which closed on February 16, 2012. Excluding securities gains in 2011 and the gain from the sale of the Vision Bank business in 2012, net income for the six months ended June 30, 2012 and 2011 would have been $36.0 million and $36.9 million, respectively.

The Park National Bank Results

Park's community-banking subsidiary in Ohio, The Park National Bank (PNB), reported net income of $23.5 million for the second quarter of 2012, compared to net income of $34.2 million ($25.5 million, excluding the gain on sale of securities) for the same period in 2011. PNB reported net income of $45.0 million for the first half of 2012, compared to net income of $63.3 million ($50.2 million, excluding the gain on sale of securities) for the same period in 2011. The Park National Bank had total assets of $6.5 billion at June 30, 2012, compared to $6.6 billion at June 30, 2011. This performance generated a return on average assets of 1.39 percent and 1.96 percent (1.55 percent, excluding the gain on sale of securities) for The Park National Bank in the first halves of 2012 and 2011, respectively.

“The consistent success of The Park National Bank and Guardian Finance in Ohio is evidence of the continued appreciation of personalized service delivered by our reliable, local experts,” said Park Chairman C. Daniel DeLawder. “Historically low loan rates continue to spark conversations with customers throughout the many communities we serve, and our loans in Ohio have increased by $110.6 million, or 5.31 percent on an annualized basis, since December 31, 2011.”

Headquartered in Newark, Ohio, Park National Corporation has $6.7 billion in total assets (as of June 30, 2012). Park consists of 11 community bank divisions, a non-bank subsidiary and two specialty finance companies. Park's Ohio-based banking operations are conducted through Park subsidiary The Park National Bank and its divisions which include Fairfield National Bank Division, Richland Bank Division, Century National Bank Division, First-Knox National Bank Division, Farmers & Savings Bank Division, United Bank Division, Second National Bank Division, Security National Bank Division, Unity National Bank Division, The Park National Bank of Southwest Ohio & Northern Kentucky Division and Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance). Park also includes Guardian Financial Services Company (d.b.a. Guardian Finance Company) and SE Property Holdings, LLC.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

Media contacts: Bethany Lewis, 740.349.0421, blewis@parknationalbank.com or John Kozak, 740.349.3792

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Park cautions that any forward-looking statements contained in this news release or made by management of Park are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management's expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation: deterioration in the asset value of Park's loan portfolio may be worse than expected due to a number of factors, such as adverse changes in economic conditions that impair the ability of borrowers to repay their loans, the underlying value of the collateral could prove less valuable than assumed and cash flows may be worse than expected; Park's ability to sell OREO properties at prices as favorable as anticipated; Park's ability to execute its business plan successfully and within the expected timeframe; general economic and financial market conditions, and weakening in the economy, specifically the real estate market and the credit market, either nationally or in the states in which Park and its subsidiaries do business, may be worse than expected which could decrease the demand for loan, deposit and other financial services and increase loan delinquencies and defaults; changes in interest rates and prices may adversely impact the value of securities, loans, deposits and other financial instruments and the interest rate sensitivity of our consolidated balance sheet; changes in consumer spending, borrowing and saving habits; changes in unemployment; asset/liability repricing risks and liquidity risks; our liquidity requirements could be adversely affected by changes in our assets and liabilities; competitive factors among financial service organizations increase significantly, including product and pricing pressures and our ability to attract, develop and retain qualified bank professionals; the nature, timing and effect of changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of Park and its subsidiaries, including changes in laws and regulations concerning taxes, accounting, banking, securities and other aspects of the financial services industry, specifically the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), as well as future regulations which will be adopted by the relevant regulatory agencies, including the Consumer Financial Protection Bureau, to implement the Dodd-Frank Act's provisions; the effect of changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board, the SEC, the Public Company Accounting Oversight Board and other regulatory agencies, and the accuracy of our assumptions and estimates used to prepare our financial statements; the effect of fiscal and governmental policies of the United States federal government; adequacy of our risk management program; a failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers, including as a result of cyber attacks; demand for loans in the respective market areas served by Park and its subsidiaries; and other risk factors relating to the banking industry as detailed from time to time in Park's reports filed with the Securities and Exchange Commission including those described in "Item 1A. Risk Factors" of Part I of Park's Annual Report on Form 10-K for the fiscal year ended December 31, 2011. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Park does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Financial Highlights
Three months ended June 30, 2012, March 31, 2012, and June 30, 2011
	2012			2012			2011			Percent change vs.
(in thousands, except share and per share data)	2nd QTR			1st QTR			2nd QTR			1Q '12		2Q '11
INCOME STATEMENT:
Net interest income	$	58,680		$	61,728		$	70,022		(4.9	)%	(16.2	)%
Provision for loan losses	5,238			8,338			12,516			(37.2	)%	(58.1	)%
Gain on sale of Vision Bank	—			22,167			—			N.M.		N.M.
Other income	17,508			17,453			15,138			0.3	%	15.7	%
Gain on sale of securities	—			—			15,362			N.M.		N.M.
Total other expense	45,804			48,470			47,007			(5.5	)%	(2.6	)%
Income before income taxes	$	25,146		$	44,540		$	40,999		(43.5	)%	(38.7	)%
Income taxes	6,260			13,065			12,046			(52.1	)%	(48.0	)%
Net income	$	18,886		$	31,475		$	28,953		(40.0	)%	(34.8	)%
Preferred stock dividends and accretion	1,948			1,477			1,464			31.9	%	33.1	%
Net income available to common shareholders	$	16,938		$	29,998		$	27,489		(43.5	)%	(38.4	)%
MARKET DATA:
Earnings per common share - basic (b)	$	1.10		$	1.95		$	1.79		(43.6	)%	(38.5	)%
Earnings per common share - diluted (b)	1.10			1.95			1.79			(43.6	)%	(38.5	)%
Cash dividends per common share	0.94			0.94			0.94			—	%	—	%
Common book value per common share at period end	42.88			42.71			41.78			0.4	%	2.6	%
Stock price per common share at period end	69.75			69.17			65.86			0.8	%	5.9	%
Market capitalization at period end	1,074,561			1,065,626			1,014,172			0.8	%	6.0	%
Weighted average common shares - basic (a)	15,405,902			15,405,910			15,398,919			—	%	—	%
Weighted average common shares - diluted (a)	15,405,902			15,417,745			15,399,593			(0.1	)%	—	%
Common shares outstanding at period end	15,405,898			15,405,905			15,398,913			—	%	—	%
PERFORMANCE RATIOS: (annualized)
Return on average assets (a)(b)	1.01		%	1.75		%	1.51		%	(42.3	)%	(33.1	)%
Return on average common equity (a)(b)	10.33		%	18.50		%	17.17		%	(44.2	)%	(39.8	)%
Yield on loans	5.36		%	5.52		%	5.61		%	(2.9	)%	(4.5	)%
Yield on investments	3.30		%	3.34		%	3.91		%	(1.2	)%	(15.6	)%
Yield on money markets	0.25		%	0.25		%	0.15		%	—	%	66.7	%
Yield on earning assets	4.71		%	4.81		%	5.08		%	(2.1	)%	(7.3	)%
Cost of interest bearing deposits	0.51		%	0.56		%	0.67		%	(8.9	)%	(23.9	)%
Cost of borrowings	2.81		%	2.73		%	2.65		%	2.9	%	6.0	%
Cost of paying liabilities	1.05		%	1.05		%	1.09		%	—	%	(3.7	)%
Net interest margin	3.87		%	3.97		%	4.19		%	(2.5	)%	(7.6	)%
Efficiency ratio (g)	59.80		%	47.62		%	54.88		%	25.6	%	9.0	%
OTHER RATIOS (NON GAAP):
Annualized return on average tangible assets (a)(b)(e)	1.03		%	1.77		%	1.53		%	(41.8	)%	(32.7	)%
Annualized return on average tangible common equity (a)(b)(c)	11.62		%	20.85		%	19.53		%	(44.3	)%	(40.5	)%
Tangible common book value per common share (d)	$	38.15		$	37.97		$	36.78		0.5	%	3.7	%

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Financial Highlights
Three months ended June 30, 2012, March 31, 2012, and June 30, 2011
										Percent change vs.
BALANCE SHEET:	June 30, 2012			March 31, 2012			June 30, 2011			1Q '12		2Q '11
Investment securities	$	1,688,654		$	1,857,335		$	1,960,886		(9.1	)%	(13.9	)%
Loans	4,386,851			4,324,383			4,710,513			1.4	%	(6.9	)%
Allowance for loan losses	58,696			59,758			120,174			(1.8	)%	(51.2	)%
Goodwill and other intangibles	72,949			73,088			77,039			(0.2	)%	(5.3	)%
Other real estate owned	38,424			41,965			47,734			(8.4	)%	(19.5	)%
Total assets	6,705,574			6,776,851			7,322,024			(1.1	)%	(8.4	)%
Total deposits	4,822,975			4,817,388			5,257,517			0.1	%	(8.3	)%
Borrowings	1,152,139			1,133,738			1,130,564			1.6	%	1.9	%
Stockholders' equity	660,623			756,429			741,098			(12.7	)%	(10.9	)%
Common equity	660,623			658,057			643,380			0.4	%	2.7	%
Tangible common equity (d)	587,674			584,969			566,341			0.5	%	3.8	%
Nonperforming loans	207,631			217,663			238,723			(4.6	)%	(13.0	)%
Nonperforming assets	246,055			259,628			286,457			(5.2	)%	(14.1	)%
Past due 90 day loans and still accruing	1,870			2,281			3,142			(18.0	)%	(40.5	)%
ASSET QUALITY RATIOS:
Loans as a % of period end assets	65.42		%	63.81		%	64.33		%	2.5	%	1.7	%
Nonperforming loans as a % of period end loans	4.73		%	5.03		%	5.07		%	(6.0	)%	(6.7	)%
Past due 90 day loans as a % of period end loans	0.04		%	0.05		%	0.07		%	(20.0	)%	(42.9	)%
Nonperforming assets / Period end loans + OREO	5.56		%	5.95		%	6.02		%	(6.6	)%	(7.6	)%
Allowance for loan losses as a % of period end loans	1.34		%	1.38		%	2.55		%	(2.9	)%	(47.5	)%
Net loan charge-offs	$	6,469		$	17,024		$	40,872		(62.0	)%	(84.2	)%
Annualized net loan charge-offs as a % of average loans (a)	0.60		%	1.53		%	3.46		%	(60.8	)%	(82.7	)%
CAPITAL & LIQUIDITY:
Total equity / Period end assets	9.85		%	11.16		%	10.12		%	(11.7	)%	(2.7	)%
Common equity / Period end assets	9.85		%	9.71		%	8.79		%	1.4	%	12.1	%
Tangible common equity (d) / Tangible assets (f)	8.86		%	8.73		%	7.82		%	1.5	%	13.3	%
Average equity / Average assets (a)	10.21		%	10.88		%	10.15		%	(6.2	)%	0.6	%
Average equity / Average loans (a)	15.74		%	16.73		%	15.59		%	(5.9	)%	1.0	%
Average loans / Average deposits (a)	90.83		%	90.82		%	89.67		%	—	%	1.3	%
N.M. - Not meaningful

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Financial Highlights
Six months ended June 30, 2012 and 2011
	2012			2011			Percent change vs.
(in thousands, except share and per share data)							2Q '11
INCOME STATEMENT:
Net interest income	$	120,408		$	139,335		(13.6	)%
Provision for loan losses	13,576			26,616			(49.0	)%
Gain on sale of Vision Bank	22,167			—			N.M.
Other income	34,961			30,168			15.9	%
Gain on sale of securities	—			21,997			N.M.
Total other expense	94,274			93,353			1.0	%
Income before income taxes	$	69,686		$	71,531		(2.6	)%
Income taxes	19,325			20,382			(5.2	)%
Net income	$	50,361		$	51,149		(1.5	)%
Preferred stock dividends and accretion	3,425			2,928			17.0	%
Net income available to common shareholders	$	46,936		$	48,221		(2.7	)%
MARKET DATA:
Earnings per common share - basic (b)	$	3.05		$	3.13		(2.6	)%
Earnings per common share - diluted (b)	3.05			3.13			(2.6	)%
Cash dividends per common share	1.88			1.88			—	%
Weighted average common shares - basic (a)	15,405,906			15,398,925			—	%
Weighted average common shares - diluted (a)	15,409,690			15,401,506			0.1	%
PERFORMANCE RATIOS: (Annualized)
Return on average assets (a)(b)	1.39		%	1.34		%	3.7	%
Return on average common equity (a)(b)	14.39		%	15.24		%	(5.6	)%
Yield on loans	5.44		%	5.62		%	(3.2	)%
Yield on investments	3.32		%	3.94		%	(15.7	)%
Yield on earning assets	4.76		%	5.11		%	(6.8	)%
Cost of interest bearing deposits	0.53		%	0.70		%	(24.3	)%
Cost of borrowings	2.77		%	2.57		%	7.8	%
Cost of paying liabilities	1.05		%	1.11		%	(5.4	)%
Net interest margin (g)	3.92		%	4.20		%	(6.7	)%
Efficiency ratio (g)	52.85		%	54.75		%	(3.5	)%
ASSET QUALITY RATIOS:
Net loan charge-offs	$	23,493		$	50,017		(53.0	)%
Annualized net loan charge-offs as a % of average loans (a)	1.07		%	2.13		%	(49.8	)%
CAPITAL & LIQUIDITY:
Average equity / Average assets (a)	10.55		%	10.12		%	4.2	%
Average equity / Average loans (a)	16.25		%	15.51		%	4.8	%
Average loans / Average deposits (a)	90.83		%	90.42		%	0.5	%
OTHER RATIOS (NON GAAP):
Annualized return on average tangible assets (a)(b)(e)	1.40		%	1.35		%	3.7	%
Annualized return on average tangible common equity (a)(b)(c)	16.20		%	17.35		%	(6.6	)%

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Financial Highlights (continued)
(a) Averages are for the quarters or six months ended June 30, 2012, and June 30, 2011, as appropriate.
(b) Reported measure uses net income available to common shareholders.
(c) Net income available to common shareholders for each period divided by average tangible common equity during the period. Average tangible common equity equals average stockholders' equity during the applicable period less (i) average preferred stock during the applicable period and (ii) average goodwill and other intangibles during the applicable period.
RECONCILIATION OF AVERAGE STOCKHOLDERS' EQUITY TO AVERAGE TANGIBLE COMMON EQUITY:
	THREE MONTHS ENDED						SIX MONTHS ENDED
	June 30, 2012		December 31, 2011		June 30, 2011		June 30, 2012		June 30, 2011
AVERAGE STOCKHOLDERS' EQUITY	$	685,305	$	754,168	$	739,585	$	717,905	$	735,708
Less: Average preferred stock	25,944		98,023		97,595		62,093		97,488
Average goodwill and other intangibles	73,027		76,041		77,404		73,323		77,734
AVERAGE TANGIBLE COMMON EQUITY	$	586,334	$	580,104	$	564,586	$	582,489	$	560,486
(d) Tangible common equity equals ending stockholders' equity less preferred stock and goodwill and other intangibles, in each case at the end of the period.
RECONCILIATION OF STOCKHOLDERS' EQUITY TO TANGIBLE COMMON EQUITY:
	June 30, 2012		December 31, 2011		June 30, 2011
STOCKHOLDERS' EQUITY	$	660,623	$	742,364	$	741,098
Less: Preferred stock	—		98,146		97,718
Goodwill and other intangibles	72,949		74,843		77,039
TANGIBLE COMMON EQUITY	$	587,674	$	569,375	$	566,341
(e) Net income available to common shareholders for each period divided by average tangible assets during the period. Average tangible assets equals average assets less average goodwill and other intangibles, in each case during the applicable period.
RECONCILIATION OF AVERAGE ASSETS TO AVERAGE TANGIBLE ASSETS:
	THREE MONTHS ENDED						SIX MONTHS ENDED
	June 30, 2012		December 31, 2011		June 30, 2011		June 30, 2012		June 30, 2011
AVERAGE ASSETS	$	6,712,439	$	7,092,437	$	7,284,946	$	6,804,493	$	7,271,756
Less: Average goodwill and other intangibles	73,027		76,041		77,404		73,323		77,734
AVERAGE TANGIBLE ASSETS	$	6,639,412	$	7,016,396	$	7,207,542	$	6,731,170	$	7,194,022
(f) Tangible common equity divided by tangible assets. Tangible assets equals total assets less goodwill and other intangibles.
RECONCILIATION OF TOTAL ASSETS TO TANGIBLE ASSETS:
	June 30, 2012		December 31, 2011		June 30, 2011
TOTAL ASSETS	$	6,705,574	$	6,972,245	$	7,322,024
Less: Goodwill and other intangibles	72,949		74,843		77,039
TANGIBLE ASSETS	$	6,632,625	$	6,897,402	$	7,244,985
(g) Efficiency ratio is calculated by taking total other expense divided by the sum of fully taxable equivalent net interest income and other income. Fully taxable equivalent net interest income reconciliation is shown below assuming a 35% tax rate. Additionally, net interest margin is calculated on a fully taxable equivalent basis.
RECONCILIATION OF FULLY TAXABLE EQUIVALENT NET INTEREST INCOME TO NET INTEREST INCOME
	THREE MONTHS ENDED						SIX MONTHS ENDED
	June 30, 2012		December 31, 2011		June 30, 2011		June 30, 2012		June 30, 2011
Interest income	$	71,486	$	80,231	$	84,922	$	146,324	$	169,584
Fully taxable equivalent adjustment	406		456		490		833		1,008
Fully taxable equivalent interest income	$	71,892	$	80,687	$	85,412	$	147,157	$	170,592
Interest expense	12,806		13,952		14,900		25,916		30,249
Fully taxable equivalent net interest income	$	59,086	$	66,735	$	70,512	$	121,241	$	140,343

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Consolidated Statements of Income
	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands, except share and per share data)	2012		2011		2012		2011
Interest income:
Interest and fees on loans	$	57,593	$	65,862	$	118,698	$	131,316
Interest on:
Obligations of U.S. Government, its agencies
and other securities	13,794		18,960		27,378		38,013
Obligations of states and political subdivisions	42		92		88		241
Other interest income	57		8		160		14
Total interest income	71,486		84,922		146,324		169,584
Interest expense:
Interest on deposits:
Demand and savings deposits	602		951		1,356		1,942
Time deposits	4,121		6,200		8,760		12,934
Interest on borrowings	8,083		7,749		15,800		15,373
Total interest expense	12,806		14,900		25,916		30,249
Net interest income	58,680		70,022		120,408		139,335
Provision for loan losses	5,238		12,516		13,576		26,616
Net interest income after provision for loan losses	53,442		57,506		106,832		112,719
Gain on sale of Vision Bank	—				22,167
Other income	17,508		15,138		34,961		30,168
Gain on sale of securities	—		15,362		—		21,997
Total other expense	45,804		47,007		94,274		93,353
Income before income taxes	25,146		40,999		69,686		71,531
Income taxes	6,260		12,046		19,325		20,382
Net income	$	18,886	$	28,953	$	50,361	$	51,149
Preferred stock dividends and accretion	1,948		1,464		3,425		2,928
Net income available to common shareholders	$	16,938	$	27,489	$	46,936	$	48,221
Per Common Share:
Net income - basic	$	1.10	$	1.79	$	3.05	$	3.13
Net income - diluted	$	1.10	$	1.79	$	3.05	$	3.13
Weighted average shares - basic	15,405,902		15,398,919		15,405,906		15,398,925
Weighted average shares - diluted	15,405,902		15,399,593		15,409,690		15,401,506
Cash Dividends Declared	$	0.94	$	0.94	$	1.88	$	1.88

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Consolidated Balance Sheets
(in thousands, except share data)	June 30, 2012			December 31, 2011
Assets
Cash and due from banks	$	132,561		$	137,770
Money market instruments	75,501			19,716
Investment securities	1,688,654			1,708,473
Loans	4,386,851			4,317,099
Allowance for loan losses	58,696			68,444
Loans, net	4,328,155			4,248,655
Bank premises and equipment, net	52,261			53,741
Goodwill and other intangibles	72,949			74,843
Other real estate owned	38,424			42,272
Other assets	317,069			304,313
Assets held for sale	—			382,462
Total assets	$	6,705,574		$	6,972,245
Liabilities and Stockholders' Equity
Deposits:
Noninterest bearing	$	1,034,952		$	995,733
Interest bearing	3,788,023			3,469,381
Total deposits	4,822,975			4,465,114
Borrowings	1,152,139			1,162,026
Other liabilities	69,837			66,555
Liabilities held for sale	—			536,186
Total liabilities	$	6,044,951		$	6,229,881
Stockholders' Equity:
Preferred Stock (200,000 shares authorized in 2012 and 2011; No shares issued at June 30, 2012 and 100,000 shares issued at December 31, 2011)	$	—		$	98,146
Common stock (No par value; 20,000,000 shares authorized in 2011 and 2010; 16,151,007 shares issued at June 30, 2012, and 16,151,021 shares issued at December 31, 2011)	302,655			301,202
Common stock warrants	—			4,297
Accumulated other comprehensive loss, net of taxes	(7,556		)	(8,831		)
Retained earnings	442,531			424,557
Treasury stock (745,109 shares at June 30, 2012, and 745,109 shares at December 31, 2011)	(77,007		)	(77,007		)
Total stockholders' equity	$	660,623		$	742,364
Total liabilities and stockholders' equity	$	6,705,574		$	6,972,245

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Consolidated Average Balance Sheets
	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in thousands)	2012			2011			2012			2011
Assets
Cash and due from banks	$	115,175		$	122,298		$	125,827		$	121,324
Money market instruments	92,854			21,239			130,867			24,078
Investment securities	1,708,312			2,002,676			1,686,102			1,986,901
Loans	4,353,181			4,743,696			4,419,128			4,743,387
Allowance for loan losses	60,490			149,225			65,466			147,964
Loans, net	4,292,691			4,594,471			4,353,662			4,595,423
Bank premises and equipment, net	52,328			69,554			56,363			69,723
Goodwill and other intangibles	73,027			77,404			73,323			77,734
Other real estate owned	40,078			45,976			41,370			45,073
Other assets	337,974			351,328			336,979			351,500
Total assets	$	6,712,439		$	7,284,946		$	6,804,493		$	7,271,756
Liabilities and Stockholders' Equity
Deposits:
Noninterest bearing	$	1,030,740		$	988,028		$	1,038,901		$	972,132
Interest bearing	3,761,781			4,301,871			3,826,631			4,273,719
Total deposits	4,792,521			5,289,899			4,865,532			5,245,851
Borrowings	1,156,113			1,171,827			1,147,570			1,205,310
Other liabilities	78,500			83,635			73,486			84,887
Total liabilities	$	6,027,134		$	6,545,361		$	6,086,588		$	6,536,048
Stockholders' Equity:
Preferred stock	$	25,944		$	97,595		$	62,093		$	97,488
Common stock	302,113			301,202			301,657			301,202
Common stock warrants	1,511			4,458			2,904			4,466
Accumulated other comprehensive loss, net of taxes	(8,267		)	(2,717		)	(8,312		)	(3,730		)
Retained earnings	441,011			416,780			436,570			414,015
Treasury stock	(77,007		)	(77,733		)	(77,007		)	(77,733		)
Total stockholders' equity	$	685,305		$	739,585		$	717,905		$	735,708
Total liabilities and stockholders' equity	$	6,712,439		$	7,284,946		$	6,804,493		$	7,271,756

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Consolidated Statements of Income - Linked Quarters
	2012		2012		2011		2011		2011
(in thousands, except per share data)	2nd QTR		1st QTR		4th QTR		3rd QTR		2nd QTR
Interest income:
Interest and fees on loans	$	57,593	$	61,105	$	65,497	$	65,645	$	65,862
Interest on:
Obligations of U.S. Government, its agencies and other securities	13,794		13,584		14,571		16,289		18,960
Obligations of states and political subdivisions	42		46		61		69		92
Other interest income	57		103		102		62		8
Total interest income	71,486		74,838		80,231		82,065		84,922
Interest expense:
Interest on deposits:
Demand and savings deposits	602		754		894		976		951
Time deposits	4,121		4,639		5,247		5,661		6,200
Interest on borrowings	8,083		7,717		7,811		7,808		7,749
Total interest expense	12,806		13,110		13,952		14,445		14,900
Net interest income	58,680		61,728		66,279		67,620		70,022
Provision for loan losses	5,238		8,338		20,218		16,438		12,516
Net interest income after provision for loan losses	53,442		53,390		46,061		51,182		57,506
Gain on sale of Vision business	—		22,167		—		—		—
Other income	17,508		17,453		17,885		18,027		15,138
Gain on sale of securities	—		—		3,367		3,465		15,362
Total other expense	45,804		48,470		49,365		45,599		47,007
Income before income taxes	25,146		44,540		17,948		27,075		40,999
Income taxes	6,260		13,065		7,339		6,694		12,046
Net income	$	18,886	$	31,475	$	10,609	$	20,381	$	28,953
Preferred stock dividends and accretion	1,948		1,477		1,464		1,464		1,464
Net income available to common shareholders	$	16,938	$	29,998	$	9,145	$	18,917	$	27,489
Per Common Share:
Net income - basic	$	1.10	$	1.95	$	0.59	$	1.23	$	1.79
Net income - diluted	$	1.10	$	1.95	$	0.59	$	1.23	$	1.79

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Detail of other income and other expense - Linked Quarters
	2012			2012			2011			2011			2011
(in thousands)	2nd QTR			1st QTR			4th QTR			3rd QTR			2nd QTR
Other income:
Income from fiduciary activities	$	4,044		$	3,828		$	3,699		$	3,615		$	3,929
Service charges on deposits	4,154			4,071			4,643			4,894			4,525
Other service income	3,417			2,734			2,484			3,087			2,734
Checkcard fee income	3,180			3,172			3,115			3,154			3,251
Bank owned life insurance income	1,184			1,202			1,403			1,229			1,228
ATM fees	536			608			641			726			682
OREO devaluations	(2,648		)	(1,359		)	(1,742		)	(588		)	(3,355		)
Gain on sale of Vision Bank	—			22,167			—			—			—
Other	3,641			3,197			3,642			1,910			2,144
Total other income	$	17,508		$	39,620		$	17,885		$	18,027		$	15,138
Other expense:
Salaries and employee benefits	$	22,813		$	24,823		$	25,952		$	25,799		$	25,253
Net occupancy expense	2,249			2,670			2,866			2,665			2,764
Furniture and equipment expense	2,727			2,621			2,643			2,688			2,785
Data processing fees	899			1,200			1,393			1,184			1,135
Professional fees and services	5,800			5,581			5,920			5,005			5,320
Amortization of intangibles	139			1,754			1,528			669			669
Marketing	705			843			852			764			728
Insurance	1,400			1,490			1,526			681			2,345
Communication	1,494			1,537			1,544			1,475			1,485
Loan put provision	2,701			662			—			—			—
Other	4,877			5,289			5,141			4,669			4,523
Total other expense	$	45,804		$	48,470		$	49,365		$	45,599		$	47,007

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Asset Quality Information
	Quarter ended			Quarter ended				Year ended December 31,
(in thousands, except ratios)	June 30, 2012			March 31, 2012				2011			2010			2009			2008
Allowance for loan losses:
Allowance for loan losses, beginning of period	$	59,758		$	68,444			$	143,575		$	116,717		$	100,088		$	87,102
Transfer of loans at fair value	—			—				(219		)	—			—			—
Transfer of allowance to held for sale	—			—				(13,100		)	—			—			—
Transfer from loan put liability	169			—				—			—			—			—
Charge-offs	10,233			18,967			(A)	133,882			66,314			59,022			62,916
Recoveries	3,764			1,943				8,798			6,092			6,830			5,415
Net charge-offs	6,469			17,024				125,084			60,222			52,192			57,501
Provision for loan losses	5,238			8,338				63,272			87,080			68,821			70,487
Allowance for loan losses, end of period	$	58,696		$	59,758			$	68,444		$	143,575		$	116,717		$	100,088
Loan put liability, beginning of period	$	662		$	—			$	—		$	—		$	—		$	—
Transfer of loan put liability to allowance for loan losses	(169		)	—				—			—			—			—
Loan put provision	2,701			662				—			—			—			—
Loan put liability, end of period	$	3,194		$	662			$	—		$	—		$	—		$	—
Allowance for credit losses, end of period	$	61,890		$	60,420			$	68,444		$	143,575		$	116,717		$	100,088
(A) Includes the full charge-off of the Vision Bank ALLL of $12.1 million to bring the retained Vision Bank loan portfolio to fair value prior to the merger of Vision Bank (as constituted following the transaction with Centennial Bank and Home BancShares, Inc.) with and into SEPH, the non-bank subsidiary of Park, on February 16, 2012.
General reserve trends:
Allowance for loan losses, end of period	$	58,696		$	59,758			$	68,444		$	143,575		$	116,717		$	100,088
Specific reserves	10,946			9,505				15,935			66,904			36,721			8,875
General reserves	$	47,750		$	50,253			$	52,509		$	76,671		$	79,996		$	91,213
Total loans	$	4,386,851		$	4,324,383			$	4,317,099		$	4,732,685		$	4,640,432		$	4,491,337
Impaired commercial loans	170,224			179,293				187,074			250,933			201,143			141,343
Non-impaired loans	$	4,216,627		$	4,145,090			$	4,130,025		$	4,481,752		$	4,439,289		$	4,349,994
Asset Quality Ratios:
Net charge-offs as a % of average loans (annualized for quarterly periods)	0.60		%	1.53		%		2.65		%	1.30		%	1.14		%	1.32		%
Allowance for loan losses as a % of period end loans	1.34		%	1.38		%		1.59		%	3.03		%	2.52		%	2.23		%
General reserves as a % of non-impaired loans	1.13		%	1.21		%		1.27		%	1.71		%	1.80		%	2.10		%
Nonperforming Assets - Park National Corporation:
Nonaccrual loans	$	180,381		$	183,227			$	195,106		$	289,268		$	233,544		$	159,512
Accruing troubled debt restructuring	27,250			34,436				28,607			--			142			2,845
Loans past due 90 days or more	1,870			2,281				3,489			3,590			14,773			5,421
Total nonperforming loans	$	209,501		$	219,944			$	227,202		$	292,858		$	248,459		$	167,778
Other real estate owned - Park National Bank	13,439			13,387				13,240			8,385			6,037			6,149
Other real estate owned - SEPH	24,985			28,578				29,032			--			--			--
Other real estate owned - Vision Bank	--			--				--			33,324			35,203			19,699
Total nonperforming assets	$	247,925		$	261,909			$	269,474		$	334,567		$	289,699		$	193,626
Percentage of nonaccrual loans to period end loans	4.11		%	4.24		%		4.52		%	6.11		%	5.03		%	3.55		%
Percentage of nonperforming loans to period end loans	4.78		%	5.09		%		5.26		%	6.19		%	5.35		%	3.74		%
Percentage of nonperforming assets to period end loans	5.65		%	6.06		%		6.24		%	7.07		%	6.24		%	4.31		%
Percentage of nonperforming assets to period end assets	3.70		%	3.86		%		3.86		%	4.59		%	4.11		%	2.74		%

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

Nonperforming Assets - Park National Bank and Guardian:
Nonaccrual loans	$	107,749		$	102,886		$	96,113		$	117,815		$	85,197		$	68,306
Accruing troubled debt restructuring	25,782			32,451			26,342			--			142			--
Loans past due 90 days or more	1,870			2,281			3,367			3,226			3,496			4,777
Total nonperforming loans	$	135,401		$	137,618		$	125,822		$	121,041		$	88,835		$	73,083
Other real estate owned - Park National Bank	13,439			13,387			13,240			8,385			6,037			6,149
Total nonperforming assets	$	148,840		$	151,005		$	139,062		$	129,426		$	94,872		$	79,232
Percentage of nonaccrual loans to period end loans	2.50		%	2.43		%	2.29		%	2.88		%	2.15		%	1.80		%
Percentage of nonperforming loans to period end loans	3.15		%	3.26		%	3.00		%	2.96		%	2.24		%	1.92		%
Percentage of nonperforming assets to period end loans	3.46		%	3.57		%	3.32		%	3.16		%	2.39		%	2.08		%
Percentage of nonperforming assets to period end assets	2.27		%	2.29		%	2.21		%	1.99		%	1.53		%	1.27		%
Nonperforming Assets -SEPH/Vision Bank (retained portfolio as of June 30, 2012, March 31, 2012, and December 31, 2011):
Nonaccrual loans	$	72,632		$	80,341		$	98,993		$	171,453		$	148,347		$	91,206
Accruing troubled debt restructuring	1,468			1,985			2,265			--			--			2,845
Loans past due 90 days or more	--			--			122			364			11,277			644
Total nonperforming loans	$	74,100		$	82,326		$	101,380		$	171,817		$	159,624		$	94,695
Other real estate owned - Vision Bank	--			--			--			33,324			35,023			19,699
Other real estate owned - SEPH	24,985			28,578			29,032			--			--			--
Total nonperforming assets	$	99,085		$	110,904		$	130,412		$	205,141		$	194,647		$	114,394
Percentage of nonaccrual loans to period end loans	N.M.			N.M.			N.M.			26.77		%	21.91		%	13.21		%
Percentage of nonperforming loans to period end loans	N.M.			N.M.			N.M.			26.82		%	23.58		%	13.71		%
Percentage of nonperforming assets to period end loans	N.M.			N.M.			N.M.			32.02		%	28.78		%	16.57		%
Percentage of nonperforming assets to period end assets	N.M.			N.M.			N.M.			25.90		%	21.70		%	12.47		%
New nonaccrual loan information-Park National Corporation
Nonaccrual loans, beginning of period	$	183,227		$	195,106		$	289,268		$	233,544		$	159,512		$	101,128
New nonaccrual loans - Ohio-based operations	18,135			21,778			124,158			175,175			184,181			141,749
Resolved nonaccrual loans	20,981			33,657			218,320			119,451			110,149			83,365
Nonaccrual loans, end of period	$	180,381		$	183,227		$	195,106		$	289,268		$	233,544		$	159,512
New nonaccrual loan information-Ohio based operations
Nonaccrual loans, beginning of period	$	102,886		$	96,113		$	117,815		$	85,197		$	68,306		$	38,113
New nonaccrual loans - Ohio-based operations	14,253			21,210			78,316			85,081			57,641			58,161
Resolved nonaccrual loans	9,390			14,437			100,018			52,463			40,750			27,968
Nonaccrual loans, end of period	$	107,749		$	102,886		$	96,113		$	117,815		$	85,197		$	68,306
New nonaccrual loan information-SEPH/Vision Bank (SEPH as of March 31, 2012)
Nonaccrual loans, beginning of period	$	80,341		$	98,993		$	171,453		$	148,347		$	91,206		$	63,015
New nonaccrual loans - SEPH/Vision Bank	3,882			568			45,842			90,094			126,540			83,588
Resolved nonaccrual loans	11,591			19,220			118,302			66,988			69,399			55,397
Nonaccrual loans, end of period	$	72,632		$	80,341		$	98,993		$	171,453		$	148,347		$	91,206
Impaired Commercial Loan Portfolio Information (period end):
Unpaid principal balance	$	277,375		$	287,623		$	290,908		$	304,534		$	245,092		$	171,310
Prior charge-offs	107,151			108,330			103,834			53,601			43,949			29,967
Remaining principal balance	170,224			179,293			187,074			250,933			201,143			141,343
Specific reserves	10,946			9,505			15,935			66,904			36,721			8,875
Book value, after specific reserve	$	159,278		$	169,788		$	171,139		$	184,029		$	164,422		$	132,468

CONTACT: Media contacts:

Bethany Lewis

740.349.0421

blewis@parknationalbank.com

John Kozak, CFO

740.349.3792

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com