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) October 26, 2015

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 October 26, 2015, Park National Corporation (“Park”) issued a news release (the “Financial Results News Release”) announcing financial results for the three and nine months ended September 30, 2015. 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-GAAP (generally accepted accounting principles) financial measures to evaluate Park's performance. Specifically, management reviews return on average tangible equity, return on average tangible assets, tangible equity to tangible assets and tangible book value per share. Management has included in the Financial Results News Release information relating to the annualized return on average tangible equity, annualized return on average tangible assets, tangible equity to tangible assets and tangible book value per share for the three and nine months ended September 30, 2015 and 2014. For purposes of calculating the annualized return on average tangible equity, a non-GAAP financial measure, net income for each period is divided by average tangible equity during the period. Average tangible equity equals average shareholders' equity during the applicable period less average goodwill and other intangible assets during the applicable period. For the purpose of calculating the annualized return on average tangible assets, a non-GAAP financial measure, net income 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 equity to tangible assets, a non-GAAP financial measure, tangible equity is divided by tangible assets. Tangible equity equals shareholders' equity less goodwill and intangible assets, in each case at period end. Tangible assets equals total assets less goodwill and other intangible assets, in each case at period end. For the purpose of calculating tangible book value per share, a non-GAAP financial measure, tangible equity is divided by shares outstanding at period end. Management believes that the disclosure of return on average tangible equity, return on average tangible assets, tangible equity to tangible assets and tangible book value per 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 GAAP, assists in analyzing Park's operating performance, ensures comparability of operating performance from period to period, and facilitates comparisons with the performance of Park's peer financial holding companies and bank holding companies, while eliminating certain non-operational effects of acquisitions. In the Financial Results News Release, Park has provided a reconciliation of average tangible equity to average shareholders' equity, average tangible assets to average assets, tangible equity to shareholders' 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 equity, return on average tangible assets, tangible equity to tangible assets and tangible book value per share are substitutes for return on average equity, return on average assets, shareholders' equity to total assets and book value per share, respectively, as determined by GAAP.

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Item 7.01 - Regulation FD Disclosure

Financial Results by segment

The table below reflects the net income (loss) by segment for the first, second and third quarters of 2015, for the first nine months of 2015 and 2014, and for the fiscal years ended December 31, 2014 and 2013. 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."

Net income (loss) by segment
(In thousands)	Q3 2015			Q2 2015			Q1 2015			Nine months YTD 2015			Nine months YTD 2014			2014			2013
PNB	$	20,707		$	21,333		$	19,159		$	61,199		$	60,940		$	82,907		$	75,236
GFSC	394			407			281			1,082			1,498			1,175			2,888
Parent Company	(685		)	(275		)	(694		)	(1,654		)	(3,527		)	(5,050		)	(1,397		)
Ongoing operations	$	20,416		$	21,465		$	18,746		$	60,627		$	58,911		$	79,032		$	76,727
SEPH	(376		)	(426		)	298			(504		)	745			4,925			142
Total Park	$	20,040		$	21,039		$	19,044		$	60,123		$	59,656		$	83,957		$	76,869

The category “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, which exclude the results of SEPH, 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”, followed by additional information regarding SEPH.

The Park National Bank (PNB)

The table below reflects PNB's net income for the first, second and third quarters of 2015, for the first nine months of 2015 and 2014, and for the fiscal years ended December 31, 2014 and 2013.

(In thousands)	Q3 2015		Q2 2015		Q1 2015		Nine months YTD 2015		Nine months YTD 2014		2014		2013
Net interest income	$	55,972	$	54,766	$	53,821	$	164,559	$	163,789	$	218,641	$	210,781
Provision for loan losses	2,587		2,720		2,022		7,329		8,070		3,517		14,039
Other income	19,699		18,720		18,012		56,431		53,027		69,384		70,841
Other expense	43,144		39,586		41,932		124,662		119,408		163,641		158,651
Income before income taxes	$	29,940	$	31,180	$	27,879	$	88,999	$	89,338	$	120,867	$	108,932
Federal income taxes	9,233		9,847		8,720		27,800		28,398		37,960		33,696
Net income	$	20,707	$	21,333	$	19,159	$	61,199	$	60,940	$	82,907	$	75,236

Other income of $56.4 million for the first nine months of 2015 represented a $3.4 million or 6.4% increase, compared to $53.0 million for the same period in 2014. The $3.4 million increase was primarily related to income of $1.3 million related to proceeds from the death benefits paid from bank owned life insurance policies, a $1.5 million increase in other service income related to loan originations and a $1.0 million increase in income from fiduciary activities. Other expense of $124.7 million for the first nine months of 2015 represented an increase of $5.3 million or 4.4%, compared to $119.4 million for the first nine months of 2014. The $5.3 million increase was primarily related to an increase of $3.6 million related to salaries expense and a contract termination fee and a borrowing prepayment penalty that resulted in aggregate additional expense of $1.1 million.

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Other income of $19.7 million for the three months ended September 30, 2015 represented a $1.0 million or 5.2% increase, compared to $18.7 million for the three months ended June 30, 2015. The $1.0 million increase was primarily related to income of $526,000 related to proceeds from the death benefits paid from bank owned life insurance policies and a $245,000 increase in other service income related to loan originations. Other expense of $43.1 million for the three months ended September 30, 2015 represented an increase of $3.6 million or 9.0%, compared to $39.6 million for the three months ended June 30, 2015. The $3.6 million increase was primarily related to a $1.7 million increase in employee benefits and a $730,000 increase in salary expense.

PNB's results for the three and nine months ended September 30, 2015 and 2014 also included income and expense related to participations in legacy Vision Bank ("Vision") assets. For the three months ended September 30, 2015, there were net recoveries from loans previously charged off of $181,000, net gains on the sale of OREO and other OREO income of $604,000, and expenses of $172,000 related to participations in legacy Vision assets. For the three months ended September 30, 2014, there were expenses of $383,000 related to participations in legacy Vision assets. For the nine months ended September 30, 2015, there were net recoveries from loans previously charged off of $1.4 million, net gains on the sale of OREO and other OREO income of $1.2 million, gains on sale of loans of $46,000, and expenses of $600,000 related to participations in legacy Vision assets. For the nine months ended September 30, 2014, there were net recoveries from loans previously charged off of $3.0 million, net gains on the sale of OREO of $1.3 million, and expenses of $1.4 million related to participations in legacy Vision assets.For the fiscal year ended December 31, 2014, there were net recoveries from loans previously charged off of $6.2 million, net gains on the sale of OREO of $1.2 million and expenses of $2.0 million related to participations in legacy Vision assets. For the fiscal year ended December 31, 2013, there were net recoveries of $0.6 million and expenses of $1.6 million related to participations in legacy Vision assets.

The table below provides certain balance sheet information and financial ratios for PNB as of September 30, 2015, December 31, 2014 and September 30, 2014.

(In thousands)	September 30, 2015			December 31, 2014			September 30, 2014			% change from 12/31/14		% change from 09/30/14
Loans (1)	$	4,960,654		$	4,781,761		$	4,744,250		3.74	%	4.56	%
Allowance for loan losses	56,403			52,000			55,225			8.47	%	2.13	%
Net loans	4,904,251			4,729,761			4,689,025			3.69	%	4.59	%
Investment securities	1,467,009			1,498,444			1,470,394			(2.10	)%	(0.23	)%
Total assets	7,216,773			6,910,386			6,913,425			4.43	%	4.39	%
Average assets (2)	7,206,175			6,790,615			6,707,905			6.12	%	7.43	%
Return on average assets (3)	1.14		%	1.22		%	1.21		%	(6.56	)%	(5.79	)%

(1) Includes $11.4 million, $5.3 million, and $22.1 million of loans held for sale as of September 30, 2015, December 31, 2014 and September 30, 2014, respectively.

(2) Average assets for the nine-month periods ended September 30, 2015 and 2014 and for the year ended December 31, 2014.

(3) Annualized for the nine-month periods ended September 30, 2015 and 2014.

The PNB loan portfolio expanded during the first nine months of 2015.  Loans outstanding at September 30, 2015 were $4.96 billion, compared to $4.78 billion at December 31, 2014, an increase of $179 million or an annualized 5.0%.  PNB experienced growth across all loan categories: mortgage loan growth of $31 million (3.3% annualized); commercial loan growth of $70 million (3.9% annualized); and consumer loan growth of $77 million (11.4% annualized).

The PNB loan portfolio also increased during the three months ended September 30, 2015 compared to June 30, 2015.  Loans outstanding at September 30, 2015 were $4.96 billion, compared to $4.86 billion at June 30, 2015, an increase of $100 million or an annualized 8.2%.  PNB experienced growth across all loan categories: mortgage loan growth of $9.9 million (3.2% annualized); commercial loan growth of $70 million (11.4% annualized); and consumer loan growth of $20 million (8.4% annualized).

PNB's allowance for loan losses increased by $4.4 million, or 8.47%, to $56.4 million at September 30, 2015, compared to $52.0 million at December 31, 2014. Net charge-offs were $2.9 million, or an annualized 0.08% of total average loans, for the nine months ended September 30, 2015. Refer to the “Credit Metrics and Provision for (Recovery of) Loan Losses” section for additional information regarding the credit metrics of PNB's loan portfolio and the level of provision for loan losses recognized in each period presented.

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Guardian Financial Services Company (GFSC)

The table below reflects GFSC's net income for the first, second and third quarters of 2015, for the first nine months of 2015 and 2014, and for the fiscal years ended December 31, 2014 and 2013.

(In thousands)	Q3 2015		Q2 2015			Q1 2015		Nine months YTD 2015		Nine months YTD 2014		2014			2013
Net interest income	$	1,643	$	1,679		$	1,692	$	5,014	$	5,679	$	7,457		$	8,741
Provision for loan losses	282		309			495		1,086		1,014		1,544			1,175
Other income (loss)	1		(1		)	2		2		1		(1		)	11
Other expense	726		759			779		2,264		2,361		4,103			3,133
Income before income taxes	$	636	$	610		$	420	$	1,666	$	2,305	$	1,809		$	4,444
Federal income taxes	242		203			139		584		807		634			1,556
Net income	$	394	$	407		$	281	$	1,082	$	1,498	$	1,175		$	2,888

The table below provides certain balance sheet information and financial ratios for GFSC as of September 30, 2015, December 31, 2014 and September 30, 2014.

(In thousands)	September 30, 2015			December 31, 2014			September 30, 2014			% change from 12/31/14		% change from 09/30/14
Loans	$	35,942		$	40,645		$	41,502		(11.57	)%	(13.40	)%
Allowance for loan losses	2,080			2,352			2,450			(11.56	)%	(15.10	)%
Net loans	33,862			38,293			39,052			(11.57	)%	(13.29	)%
Total assets	36,517			40,308			41,104			(9.41	)%	(11.16	)%
Average assets (1)	38,171			43,038			43,829			(11.31	)%	(12.91	)%
Return on average assets (2)	3.79		%	2.73		%	4.57		%	38.83	%	(17.07	)%

(1) Average assets for the nine-month periods ended September 30, 2015 and 2014, and for the year ended December 31, 2014.

(2) Annualized for the nine months ended September 30, 2015 and 2014.

Park Parent Company

The table below reflects the Park Parent Company net loss for the first, second and third quarters of 2015, for the first nine months of 2015 and 2014, and for the fiscal years ended December 31, 2014 and 2013.

(In thousands)	Q3 2015			Q2 2015			Q1 2015			Nine months YTD 2015			Nine months YTD 2014			2014			2013
Net interest income (expense)	$	35		$	84		$	110		$	229		$	(1,457	)	$	(2,012	)	$	2,828
Provision for loan losses	—			—			—			—			—			—			—
Other income	144			145			99			388			82			175			469
Other expense	2,103			1,937			1,911			5,951			5,957			8,000			7,520
Loss before income tax benefit	$	(1,924	)	$	(1,708	)	$	(1,702	)	$	(5,334	)	$	(7,332	)	$	(9,837	)	$	(4,223	)
Federal income tax benefit	(1,239		)	(1,433		)	(1,008		)	(3,680		)	(3,805		)	(4,787		)	(2,826		)
Net loss	$	(685	)	$	(275	)	$	(694	)	$	(1,654	)	$	(3,527	)	$	(5,050	)	$	(1,397	)

The net interest income (expense) for Park's parent company includes interest income on loans to SEPH and on subordinated debt investments in PNB, which are eliminated in the consolidated Park National Corporation totals. Additionally, net interest income (expense) includes interest expense related to the $30.00 million of subordinated notes issued by Park to accredited

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investors on April 20, 2012. Results for the fiscal years ended December 31, 2014 and 2013, as well as the nine-month period ended September 30, 2014, included interest expense related to the $35.25 million of subordinated notes issued by Park to accredited investors on December 23, 2009. Park paid off the $35.25 million outstanding principal amount of the 10% Subordinated Notes due December 23, 2019, plus accrued interest, on December 24, 2014, the earliest redemption date allowable under the related note purchase agreement dated December 23, 2009.

SEPH

The table below reflects SEPH's net (loss) income for the first, second and third quarters of 2015, for the first nine months of 2015 and 2014, and for the fiscal years ended December 31, 2014 and 2013. SEPH holds the remaining assets and liabilities retained by Vision subsequent to the sale of the Vision business on February 16, 2012. Prior to holding the remaining Vision assets, SEPH held OREO assets that were transferred from Vision to SEPH. This segment represents a run-off portfolio of the legacy Vision assets.

(In thousands)	Q3 2015			Q2 2015			Q1 2015			Nine months YTD 2015			Nine months YTD 2014			2014			2013
Net interest income (expense)	$	65		$	(14	)	$	(88	)	$	(37	)	$	(261	)	$	958		$	(1,325	)
Recovery of loan losses	(465		)	(1,417		)	(885		)	(2,767		)	(8,068		)	(12,394		)	(11,799		)
Other income	347			327			760			1,434			2,605			5,991			1,956
Other expense	1,456			2,385			1,098			4,939			9,266			11,766			12,211
(Loss) income before income taxes	$	(579	)	$	(655	)	$	459		$	(775	)	$	1,146		$	7,577		$	219
Federal income tax (benefit) expense	(203		)	(229		)	161			(271		)	401			2,652			77
Net (loss) income	$	(376	)	$	(426	)	$	298		$	(504	)	$	745		$	4,925		$	142

SEPH's financial results for the nine months ended September 30, 2015 included net recoveries of $2.8 million. The net recoveries during 2015 consisted of charge-offs of $127,000, offset by recoveries of $2.9 million from loans previously charged off. Other income for the nine months ended September 30, 2015 at SEPH of $1.4 million was largely related to net gains on the sale of loans of $722,000, net gains on sale of OREO and other OREO income of $736,000 and non-yield loan fee income of $180,000, offset by OREO devaluations of $210,000. The $4.3 million decline in other expense for the nine months ended September 30, 2015 compared to the same period in 2014 was primarily the result of declines in (1) legal fees of $3.8 million, (2) management and consulting fees of $400,000 and (3) other OREO expense of $384,000, offset by a $770,000 increase in reserves established for potential mortgage loan repurchases.

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 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 for SEPH regarding charge-offs as a percentage of the unpaid principal balance, as of September 30, 2015.

SEPH - Retained Vision Loan Portfolio
(In thousands)	Unpaid Principal Balance		Aggregate Charge-Offs		Net Book Balance		Charge-off Percentage
Nonperforming loans	$	35,309	$	20,606	$	14,703	58.36	%
Performing loans - retained by SEPH	852		92		760		10.80	%
Total SEPH loan exposure	$	36,161	$	20,698	$	15,463	57.24	%

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The table below provides an overview of SEPH loans and OREO, representing the legacy Vision assets. This information is provided as of September 30, 2015, December 31, 2014 and December 31, 2013, showing the decline in legacy Vision assets at SEPH over the last twenty-one months.

(In thousands)	SEPH 09/30/15		SEPH 12/31/14		SEPH 12/31/13		Change from 12/31/14			Change from 12/31/13
Nonperforming loans	$	14,703	$	23,013	$	36,108	$	(8,310	)	$	(21,405	)
OREO	12,339		11,918		23,224		421			(10,885		)
Total nonperforming assets	$	27,042	$	34,931	$	59,332	$	(7,889	)	$	(32,290	)
Performing loans	$	760	$	943	$	1,907	$	(183	)	$	(1,147	)
Total SEPH - Legacy Vision assets	$	27,802	$	35,874	$	61,239	$	(8,072	)	$	(33,437	)

OREO at SEPH increased by $421,000, from $11.9 million at December 31, 2014 to $12.3 million at September 30, 2015. The increase is due to the continued workout of problem credits. In addition to the SEPH assets listed above, PNB participations in legacy Vision assets totaled $9.9 million, $11.5 million, and $12.3 million at September 30, 2015, December 31, 2014, and December 31, 2013, respectively.

Park National Corporation

The table below reflects Park's consolidated net income for the first, second and third quarters of 2015, for the first nine months of 2015 and 2014, and for the fiscal years ended December 31, 2014 and 2013.

(In thousands)	Q3 2015		Q2 2015		Q1 2015		Nine months YTD 2015		Nine months YTD 2014		2014			2013
Net interest income	$	57,715	$	56,515	$	55,535	$	169,765	$	167,750	$	225,044		$	221,025
Provision for (recovery of) loan losses	2,404		1,612		1,632		5,648		1,016		(7,333		)	3,415
Other income	20,191		19,191		18,873		58,255		55,715		75,549			73,277
Other expense	47,429		44,667		45,720		137,816		136,992		187,510			181,515
Income before income taxes	$	28,073	$	29,427	$	27,056	$	84,556	$	85,457	$	120,416		$	109,372
Federal income taxes	8,033		8,388		8,012		24,433		25,801		36,459			32,503
Net income	$	20,040	$	21,039	$	19,044	$	60,123	$	59,656	$	83,957		$	76,869

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Credit Metrics and Provision for (Recovery of) Loan Losses

Park reported a provision for loan losses for the nine months ended September 30, 2015 of $5.6 million, compared to $1.0 million for the nine months ended September 30, 2014. The table below shows a breakdown of the provision for (recovery of) loan losses by reportable segment for the first, second and third quarters of 2015, for the first nine months of 2015 and 2014 and for the fiscal years ended December 31, 2015 and 2014.

(In thousands)	Q3 2015			Q2 2015			Q1 2015			Nine months YTD 2015			Nine months YTD 2014			2014			2013
PNB	$	2,587		$	2,720		$	2,022		$	7,329		$	8,070		$	3,517		$	14,039
GFSC	282			309			495			1,086			1,014			1,544			1,175
Park Parent	—			—			—			—			—			—			—
Total Ongoing Operations	$	2,869		$	3,029		$	2,517		$	8,415		$	9,084		$	5,061		$	15,214
SEPH	(465		)	(1,417		)	(885		)	(2,767		)	(8,068		)	(12,394		)	(11,799		)
Total Park	$	2,404		$	1,612		$	1,632		$	5,648		$	1,016		$	(7,333	)	$	3,415

SEPH had net recoveries of $2.8 million, PNB had net charge-offs of $2.9 million, and GFSC had net charge-offs of $1.4 million for the nine months ended September 30, 2015, resulting in net charge-offs of $1.5 million for Park. Provision for loan losses at Park of $5.6 million which is $4.1 million higher than net-charge-offs of $1.5 million were primarily the result of overall loan growth and specific reserves established on impaired commercial loans.

The table below provides additional information related to specific reserves and general reserves for Park's ongoing operations as of September 30, 2015, December 31, 2014 and September 30, 2014.

(In thousands)	9/30/2015			12/31/2014			9/30/2014
Total allowance for loan losses	$	58,483		$	54,352		$	57,674
Specific reserve	5,738			3,660			4,120
General reserve	$	52,745		$	50,692		$	53,554
Total loans	$	4,984,449		$	4,805,725		$	4,768,159
Impaired loans	54,537			51,323			53,510
Performing loans	$	4,929,912		$	4,754,402		$	4,714,649
General reserve as a % of performing loans	1.07		%	1.07		%	1.14		%

Note: The table above includes only those loans at PNB and GFSC, as these are the entities that have an ALLL balance. The table in the "Asset Quality Information" section of the financial information included with the Financial Results News Release, includes all Park loans (including those at SEPH) and thus shows slightly different information.

Overall, credit metrics continued to improve at Park through the first nine months of 2015. The table below provides additional information regarding the declines in nonaccrual loans as a percentage of period end loans and nonperforming assets as a percentage of period end assets for Park as of September 30, 2015 and over the last five years.

	September 30,		Year ended December 31,
	2015		2014		2013		2012		2011		2010
Nonaccrual loans as a percentage of period end loans	1.82	%	2.08	%	2.93	%	3.49	%	4.52	%	6.11	%
Nonperforming assets as a percentage of period end assets	1.78	%	2.03	%	2.87	%	3.37	%	3.86	%	4.59	%

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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: Park's ability to execute our business plan successfully and within the expected timeframe; general economic and financial market conditions, specifically in the real estate markets and the credit markets, either nationally or in the states in which Park and our subsidiaries do business, may experience a slowing or reversal of the current economic expansion in addition to continuing residual effects of recessionary conditions and an uneven spread of positive impacts of recovery on the economy and our counterparties, including adverse impacts on demand for loan, deposit and other financial services, delinquencies, defaults and counterparty ability to meet credit and other obligations; 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 as well as reduce interest margins; changes in consumer spending, borrowing and saving habits, whether due to changing business and economic conditions, legislative and regulatory initiatives, or other factors; changes in customers', suppliers', and other counterparties' performance and creditworthiness; asset/liability repricing risks and liquidity risks; our liquidity requirements could be adversely affected by changes to regulations governing bank and bank holding company capital and liquidity standards as well as by changes in our assets and liabilities; competitive factors among financial services organizations could increase significantly, including product and pricing pressures, changes to third-party relationships and our ability to attract, develop and retain qualified bank professionals; clients could pursue alternatives to bank deposits, causing us to lose a relatively inexpensive source of funding; the nature, timing and effect of changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of Park and our subsidiaries, including major reform of the regulatory oversight structure of the financial services industry and changes in laws and regulations concerning taxes, pensions, bankruptcy, consumer protection, accounting, banking, securities and other aspects of the financial services industry, specifically the reforms provided for in 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 Budget Control Act of 2011, the American Taxpayer Relief Act of 2012 and the Basel III regulatory capital reforms; 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 trade, monetary, fiscal and other governmental policies of the U.S. federal government, including money supply and interest rate policies of the Federal Reserve; disruption in the liquidity and other functioning of U.S. financial markets; the impact on financial markets and the economy of any changes in the credit ratings of the U.S. Treasury obligations and other U.S. government-backed debt, as well as issues surrounding the levels of U.S., European and Asian government debt and concerns regarding the creditworthiness of certain sovereign governments, supranationals and financial institutions in Europe and Asia; unfavorable resolution of legal proceedings or other claims and regulatory and other governmental examinations or other inquiries; the adequacy of our risk management program; the ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks; 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 our subsidiaries; and other risk factors relating to the banking industry as detailed from time to time in Park's reports filed with the SEC 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, 2014. Park does not undertake, and specifically disclaims any obligation, to publicly release the results 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 was made, or reflect the occurrence of unanticipated events, except to the extent required by law.

9

Item 8.01 - Other Events

Declaration of Cash Dividend

As reported in the Financial Results News Release, on October 26, 2015, 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 December 10, 2015 to common shareholders of record as of the close of business on November 20, 2015. 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.

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 October 26, 2015 addressing financial results for the three and nine months ended September 30, 2015.

[Remainder of page intentionally left blank;

signature page follows.]

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: October 26, 2015	By:	/s/ Brady T. Burt
		Brady T. Burt
		Chief Financial Officer, Secretary and Treasurer

11

INDEX TO EXHIBITS

Current Report on Form 8-K

Dated October 26, 2015

Park National Corporation

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on October 26, 2015 addressing financial results for the three and nine months ended September 30, 2015.

12

EX-99.1

October 26, 2015    Exhibit 99.1

Park National Corporation reports third quarter

2015 financial results and declares quarterly dividend

Income rises with commercial and retail lending growth

NEWARK, Ohio - Park National Corporation (Park) (NYSE MKT: PRK) today announced financial results for the third quarter and first nine months of 2015, including increased net income and continued loan growth in the commercial, consumer, and mortgage categories. The board of directors also declared a quarterly cash dividend of $0.94 per common share, payable on December 10, 2015 to common shareholders of record as of November 20, 2015.

Park’s net income for the three months ended September 30, 2015 (third quarter) was $20.0 million, compared to $18.3 million for the same period in 2014, an increase of $1.7 million or 9.7 percent. Net income per diluted common share for the third quarter of 2015 was $1.30, compared to $1.19 in the same period of 2014. Net income for the nine months ended September 30, 2015 (first nine months) was $60.1 million, compared to $59.7 million for the same period in 2014. Net income per diluted common share for the first nine months of 2015 was $3.90, compared to $3.87 in the same period of 2014.

Park’s community-banking subsidiary, The Park National Bank, reported net income of $61.2 million for the nine months ended September 30, 2015, compared to net income of $60.9 million for the same period of 2014. The Park National Bank had total assets of $7.2 billion at September 30, 2015 and $6.9 billion at September 30, 2014. This performance generated an annualized return on average assets of 1.14 percent and 1.21 percent for the bank for the first nine month periods of 2015 and 2014, respectively.

The Park National Bank loan portfolio expanded during the third quarter of 2015. Loans outstanding at September 30, 2015 were $4.96 billion, compared to $4.86 billion at June 30, 2015, an increase of $100 million or an annualized 8.19 percent. The bank reported growth in the third quarter across all loan categories: mortgage loan growth of $10 million (3.2 percent annualized), commercial loan growth of $70 million (11.4 percent annualized) and consumer loan growth of $20 million (8.4 percent annualized).

“This quarter, our strong lending capabilities combined with our reputation for reliability created more opportunities for us to serve business owners and families,” said Park Chief Executive Officer David L. Trautman. “We continue to focus our energy and resources on being a top provider of financing.”

About Park National Corporation

Headquartered in Newark, Ohio, Park National Corporation had $7.3 billion in total assets (as of September 30, 2015). The Park organization principally 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 Bank Division, United Bank, N.A. Division, Second National Bank Division, Security National Bank Division, Unity National Bank Division, and The Park National Bank of Southwest Ohio & Northern Kentucky Division; and Scope Leasing, Inc. (d.b.a. Scope Aircraft

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

Finance). The Park organization also includes Guardian Financial Services Company (d.b.a. Guardian Finance Company) and SE Property Holdings, LLC.

Complete financial tables are listed below…

Media contact: Bethany Lewis, 740.349.0421, blewis@parknationalbank.com

Investor contact: Brady Burt, 740.322.6844, bburt@parknationalbank.com

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

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

Park cautions that any forward-looking statements contained in this 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: Park's ability to execute our business plan successfully and within the expected timeframe; general economic and financial market conditions, specifically in the real estate markets and the credit markets, either nationally or in the states in which Park and our subsidiaries do business, may experience a slowing or reversal of the current economic expansion in addition to continuing residual effects of recessionary conditions and an uneven spread of positive impacts of recovery on the economy and our counterparties, including adverse impacts on demand for loan, deposit and other financial services, delinquencies, defaults and counterparty ability to meet credit and other obligations; 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 as well as reduce interest margins; changes in consumer spending, borrowing and saving habits, whether due to changing business and economic conditions, legislative and regulatory initiatives, or other factors; changes in customers', suppliers', and other counterparties' performance and creditworthiness; asset/liability repricing risks and liquidity risks; our liquidity requirements could be adversely affected by changes to regulations governing bank and bank holding company capital and liquidity standards as well as by changes in our assets and liabilities; competitive factors among financial services organizations could increase significantly, including product and pricing pressures, changes to third-party relationships and our ability to attract, develop and retain qualified bank professionals; clients could pursue alternatives to bank deposits, causing us to lose a relatively inexpensive source of funding; the nature, timing and effect of changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of Park and our subsidiaries, including major reform of the regulatory oversight structure of the financial services industry and changes in laws and regulations concerning taxes, pensions, bankruptcy, consumer protection, accounting, banking, securities and other aspects of the financial services industry, specifically the reforms provided for in 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 Budget Control Act of 2011, the American Taxpayer Relief Act of 2012 and the Basel III regulatory capital reforms; 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 trade, monetary, fiscal and other governmental policies of the U.S. federal government, including money supply and interest rate policies of the Federal Reserve; disruption in the liquidity and other functioning of U.S. financial markets; the impact on financial markets and the economy of any changes in the credit ratings of the U.S. Treasury obligations and other U.S. government-backed debt, as well as issues surrounding the levels of U.S., European and Asian government debt and concerns regarding the creditworthiness of certain sovereign governments, supranationals and financial institutions in Europe and Asia; unfavorable resolution of legal proceedings or other claims and regulatory and other governmental examinations or other inquiries; the adequacy of our risk management program; the ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks; 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 our subsidiaries; and other risk factors relating to the banking industry as detailed from time to time in Park's reports filed with the SEC 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, 2014. Park does not undertake, and specifically disclaims any obligation, to publicly release the results 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 was 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 September 30, 2015, June 30, 2015, and September 30, 2014
	2015			2015			2014			Percent change vs.
(in thousands, except share and per share data)	3rd QTR			2nd QTR			3rd QTR			2Q '15		3Q '14
INCOME STATEMENT:
Net interest income	$	57,715		$	56,515		$	56,709		2.1	%	1.8	%
Provision for loan losses	2,404			1,612			4,501			N.M.		N.M.
Other income	20,191			19,191			19,396			5.2	%	4.1	%
Other expense	47,429			44,667			44,972			6.2	%	5.5	%
Income before income taxes	$	28,073		$	29,427		$	26,632		(4.6	)%	5.4	%
Income taxes	8,033			8,388			8,363			(4.2	)%	(3.9)	%
Net income	$	20,040		$	21,039		$	18,269		(4.7	)%	9.7	%
MARKET DATA:
Earnings per common share - basic (b)	$	1.30		$	1.37		$	1.19		(5.1	)%	9.2	%
Earnings per common share - diluted (b)	1.30			1.37			1.19			(5.1	)%	9.2	%
Cash dividends per common share	0.94			0.94			0.94			—	%	—	%
Book value per common share at period end	46.66			45.93			44.57			1.6	%	4.7	%
Stock price per common share at period end	90.22			87.37			75.42			3.3	%	19.6	%
Market capitalization at period end	1,384,035			1,342,954			1,160,896			3.1	%	19.2	%
Weighted average common shares - basic (a)	15,361,087			15,370,882			15,392,421			(0.1	)%	(0.2	)%
Weighted average common shares - diluted (a)	15,401,808			15,407,881			15,413,664			—	%	(0.1	)%
Common shares outstanding at period end	15,340,670			15,370,877			15,392,413			(0.2	)%	(0.3	)%
PERFORMANCE RATIOS: (annualized)
Return on average assets (a)(b)	1.07		%	1.16		%	1.05		%	(7.8)	%	1.9	%
Return on average equity (a)(b)	11.20		%	11.90		%	10.52		%	(5.9)	%	6.5	%
Yield on loans	4.65		%	4.68		%	4.80		%	(0.6)	%	(3.1)	%
Yield on investments	2.39		%	2.49		%	2.54		%	(4.0)	%	(5.9)	%
Yield on money markets	0.25		%	0.25		%	0.25		%	—	%	—	%
Yield on earning assets	3.91		%	3.96		%	4.17		%	(1.3)	%	(6.2)	%
Cost of interest bearing deposits	0.29		%	0.30		%	0.27		%	(3.3)	%	7.4	%
Cost of borrowings	2.39		%	2.46		%	2.58		%	(2.8)	%	(7.4)	%
Cost of paying liabilities	0.70		%	0.72		%	0.79		%	(2.8)	%	(11.4)	%
Net interest margin (g)	3.37		%	3.40		%	3.55		%	(0.9)	%	(5.1)	%
Efficiency ratio (g)	60.71		%	58.87		%	58.93		%	3.1	%	3.0	%
OTHER RATIOS (NON - GAAP):
Annualized return on average tangible assets (a)(b)(e)	1.08		%	1.17		%	1.06		%	(7.7	)%	1.9	%
Annualized return on average tangible equity (a)(b)(c)	12.47		%	13.25		%	11.75		%	(5.9	)%	6.1	%
Tangible book value per share (d)	$	41.95		$	41.22		$	39.87		1.8	%	5.2	%
N.M. - Not meaningful
Note: Explanations (a) - (g) are included at the end of the financial highlights.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Financial Highlights (continued)
Three months ended September 30, 2015, June 30, 2015, and September 30, 2014
										Percent change vs.
BALANCE SHEET:	September 30, 2015			June 30, 2015			September 30, 2014			2Q '15		3Q '14
Investment securities	$	1,469,284		$	1,550,103		$	1,472,625		(5.2)	%	(0.2)	%
Loans (h)	4,999,912			4,900,974			4,799,039			2.0	%	4.2	%
Allowance for loan losses	58,483			57,427			57,674			1.8	%	1.4	%
Goodwill	72,334			72,334			72,334			—	%	—	%
Other real estate owned (OREO)	20,136			21,876			19,185			(8.0)	%	5.0	%
Total assets	7,300,340			7,309,569			7,011,255			(0.1)	%	4.1	%
Total deposits	5,454,982			5,512,366			5,129,004			(1.0)	%	6.4	%
Borrowings	1,059,904			1,018,680			1,137,653			4.0	%	(6.8)	%
Shareholders' equity	715,803			705,963			685,999			1.4	%	4.3	%
Tangible equity (d)	643,469			633,629			613,665			1.6	%	4.9	%
Nonperforming loans	109,638			113,795			119,393			(3.7)	%	(8.2)	%
Nonperforming assets	129,774			135,671			160,563			(4.3)	%	(19.2)	%
ASSET QUALITY RATIOS:
Loans as a % of period end total assets	68.49		%	67.05		%	68.45		%	2.1	%	0.1	%
Nonperforming loans as a % of period end loans	2.19		%	2.32		%	2.49		%	(5.6)	%	(12.0)	%
Nonperforming assets as a % of period end loans + OREO	2.59		%	2.76		%	3.33		%	(6.2)	%	(22.2)	%
Allowance for loan losses as a % of period end loans	1.17		%	1.17		%	1.20		%	—	%	(2.5)	%
Net loan charge-offs (recoveries)	$	1,348		$	(407	)	$	4,738		N.M.		N.M.
Annualized net loan charge-offs (recoveries) as a % of average loans (a)	0.11		%	(0.03)		%	0.39		%	N.M.		N.M.
CAPITAL & LIQUIDITY:
Total equity / Period end total assets	9.81		%	9.66		%	9.78		%	1.6	%	0.3	%
Tangible equity (d) / Tangible assets (f)	8.90		%	8.76		%	8.84		%	1.6	%	0.7	%
Average equity / Average assets (a)	9.59		%	9.76		%	9.98		%	(1.7)	%	(3.9)	%
Average equity / Average loans (a)	14.37		%	14.60		%	14.45		%	(1.6)	%	(0.6)	%
Average loans / Average deposits (a)	88.61		%	88.80		%	95.04		%	(0.2)	%	(6.8)	%
N.M. - Not meaningful
Note: Explanations (a) - (h) are included at the end of the financial highlights.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Financial Highlights
Nine months ended September 30, 2015 and 2014
(in thousands, except share and per share data)	2015			2014			Percent change vs. 2014
INCOME STATEMENT:
Net interest income	$	169,765		$	167,750		1.2	%
Provision for loan losses	5,648			1,016			N.M.
Other income	58,255			55,715			4.6	%
Total other expense	137,816			136,992			0.6	%
Income before income taxes	$	84,556		$	85,457		(1.1	)%
Income taxes	24,433			25,801			(5.3	)%
Net income	$	60,123		$	59,656		0.8	%
MARKET DATA:
Earnings per common share - basic (b)	$	3.91		$	3.87		1.0	%
Earnings per common share - diluted (b)	3.90			3.87			0.8	%
Cash dividends per common share	2.82			2.82			—	%
Weighted average common shares - basic (a)	15,370,380			15,395,320			(0.2	)%
Weighted average common shares - diluted (a)	15,411,511			15,413,625			—	%
PERFORMANCE RATIOS: (Annualized)
Return on average assets (a)(b)	1.10		%	1.17		%	(6.0	)%
Return on average equity (a)(b)	11.35		%	11.82		%	(4.0	)%
Yield on loans	4.67		%	4.85		%	(3.7	)%
Yield on investments	2.48		%	2.60		%	(4.6	)%
Yield on earning assets	3.95		%	4.21		%	(6.2	)%
Cost of interest bearing deposits	0.30		%	0.28		%	7.1	%
Cost of borrowings	2.40		%	2.60		%	(7.7	)%
Cost of paying liabilities	0.72		%	0.81		%	(11.1	)%
Net interest margin (g)	3.39		%	3.58		%	(5.3	)%
Efficiency ratio (g)	60.29		%	61.12		%	(1.4	)%
ASSET QUALITY RATIOS:
Net loan charge-offs	$	1,517		$	2,810		(46.0	)%
Annualized net loan charge-offs as a % of average loans (a)	0.04		%	0.08		%	(50.0	)%
CAPITAL & LIQUIDITY:
Average stockholders' equity / Average assets (a)	9.71		%	9.90		%	(1.9	)%
Average stockholders' equity / Average loans (a)	14.53		%	14.40		%	0.9	%
Average loans / Average deposits (a)	89.23		%	94.58		%	(5.7	)%
OTHER RATIOS (NON-GAAP):
Annualized return on average tangible assets (a)(b)(e)	1.11		%	1.18		%	(5.9	)%
Annualized return on average tangible equity (a)(b)(c)	12.64		%	13.24		%	(4.5	)%

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Financial Highlights (continued)
(a) Averages are for the three months ended September 30, 2015, June 30, 2015 and September 30, 2014 and the nine months ended September 30, 2015 and September 30, 2014.
(b) Reported measure uses net income.
(c) Net income for each period divided by average tangible equity during the period. Average tangible equity equals average shareholders' equity during the applicable period less average goodwill during the applicable period.
RECONCILIATION OF AVERAGE SHAREHOLDERS' EQUITY TO AVERAGE TANGIBLE EQUITY:
	THREE MONTHS ENDED						NINE MONTHS ENDED
	September 30, 2015		June 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014
AVERAGE SHAREHOLDERS' EQUITY	$	710,128	$	709,031	$	689,068	$	708,085	$	674,789
Less: Average goodwill	72,334		72,334		72,334		72,334		72,334
AVERAGE TANGIBLE EQUITY	$	637,794	$	636,697	$	616,734	$	635,751	$	602,455
(d) Tangible book value divided by common shares outstanding at period end. Tangible equity equals ending shareholders' equity less goodwill, in each case at the end of the period.
RECONCILIATION OF SHAREHOLDERS' EQUITY TO TANGIBLE EQUITY:
	September 30, 2015		June 30, 2015		September 30, 2014
SHAREHOLDERS' EQUITY	$	715,803	$	705,963	$	685,999
Less: Goodwill	72,334		72,334		72,334
TANGIBLE EQUITY	$	643,469	$	633,629	$	613,665
(e) Net income for each period divided by average tangible assets during the period. Average tangible assets equals average assets less average goodwill, in each case during the applicable period.
RECONCILIATION OF AVERAGE ASSETS TO AVERAGE TANGIBLE ASSETS:
	THREE MONTHS ENDED						NINE MONTHS ENDED
	September 30, 2015		June 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014
AVERAGE ASSETS	$	7,405,178	$	7,265,755	$	6,901,110	$	7,294,077	$	6,813,257
Less: Average goodwill	72,334		72,334		72,334		72,334		72,334
AVERAGE TANGIBLE ASSETS	$	7,332,844	$	7,193,421	$	6,828,776	$	7,221,743	$	6,740,923
(f) Tangible equity divided by tangible assets. Tangible assets equals total assets less goodwill, in each case at the end of the period.
RECONCILIATION OF TOTAL ASSETS TO TANGIBLE ASSETS:
	September 30, 2015		June 30, 2015		September 30, 2014
TOTAL ASSETS	$	7,300,340	$	7,309,569	$	7,011,255
Less: Goodwill	72,334		72,334		72,334
TANGIBLE ASSETS	$	7,228,006	$	7,237,235	$	6,938,921
(g) Efficiency ratio is calculated by dividing total other expense 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						NINE MONTHS ENDED
	September 30, 2015		June 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014
Interest income	$	67,087	$	65,804	$	66,622	$	197,909	$	197,327
Fully taxable equivalent adjustment	220		170		209		551		653
Fully taxable equivalent interest income	$	67,307	$	65,974	$	66,831	$	198,460	$	197,980
Interest expense	9,372		9,289		9,913		28,144		29,577
Fully taxable equivalent net interest income	$	57,935	$	56,685	$	56,918	$	170,316	$	168,403
(h) Includes $11.4 million, $9.2 million, and $28.6 million of loans held for sale as of September 30, 2015, June 30, 2015 and September 30, 2014, respectively.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Consolidated Statements of Income
	Three Months Ended				Nine Months Ended
	Sept 30,				Sept 30,
(in thousands, except share and per share data)	2015		2014		2015		2014
Interest income:
Interest and fees on loans	$	57,680	$	57,492	$	169,555	$	169,249
Interest on:
Obligations of U.S. Government, its agencies
and other securities	9,175		9,011		27,677		27,758
Other interest income	232		119		677		320
Total interest income	67,087		66,622		197,909		197,327
Interest expense:
Interest on deposits:
Demand and savings deposits	614		440		1,656		1,232
Time deposits	2,508		2,136		7,672		6,547
Interest on borrowings	6,250		7,337		18,816		21,798
Total interest expense	9,372		9,913		28,144		29,577
Net interest income	57,715		56,709		169,765		167,750
Provision for loan losses	2,404		4,501		5,648		1,016
Net interest income after provision for loan losses	55,311		52,208		164,117		166,734
Other income	20,191		19,396		58,255		55,715
Other expense	47,429		44,972		137,816		136,992
Income before income taxes	28,073		26,632		84,556		85,457
Income taxes	8,033		8,363		24,433		25,801
Net income	$	20,040	$	18,269	$	60,123	$	59,656
Per Common Share:
Net income - basic	$	1.30	$	1.19	$	3.91	$	3.87
Net income - diluted	$	1.30	$	1.19	$	3.90	$	3.87
Weighted average shares - basic	15,361,087		15,392,421		15,370,380		15,395,320
Weighted average shares - diluted	15,401,808		15,413,664		15,411,511		15,413,625
Cash Dividends Declared	$	0.94	$	0.94	$	2.82	$	2.82

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Consolidated Balance Sheets
(in thousands, except share data)	September 30, 2015			December 31, 2014
Assets
Cash and due from banks	$	102,928		$	133,511
Money market instruments	279,327			104,188
Investment securities	1,469,284			1,500,788
Loans	4,999,912			4,829,682
Allowance for loan losses	(58,483		)	(54,352		)
Loans, net	4,941,429			4,775,330
Bank premises and equipment, net	59,581			55,479
Goodwill	72,334			72,334
Other real estate owned	20,136			22,605
Other assets	355,321			336,964
Total assets	$	7,300,340		$	7,001,199
Liabilities and Shareholders' Equity
Deposits:
Noninterest bearing	$	1,288,750		$	1,269,296
Interest bearing	4,166,232			3,858,704
Total deposits	5,454,982			5,128,000
Borrowings	1,059,904			1,108,582
Other liabilities	69,651			68,076
Total liabilities	$	6,584,537		$	6,304,658
Shareholders' Equity:
Preferred shares (200,000 shares authorized; no shares outstanding at September 30, 2015 and December 31, 2014)	$	—		$	—
Common shares (No par value; 20,000,000 shares authorized in 2015 and 2014; 16,150,859 shares issued at September 30, 2015 and 16,150,888 shares issued at December 31, 2014)	303,805			303,104
Accumulated other comprehensive loss, net of taxes	(7,429		)	(13,608		)
Retained earnings	501,145			484,484
Treasury shares (810,189 shares at September 30, 2015 and 758,489 shares at December 31, 2014)	(81,718		)	(77,439		)
Total shareholders' equity	$	715,803		$	696,541
Total liabilities and shareholders' equity	$	7,300,340		$	7,001,199

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Consolidated Average Balance Sheets
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in thousands)	2015			2014			2015			2014
Assets
Cash and due from banks	$	113,708		$	110,023		$	117,617		$	110,120
Money market instruments	362,420			185,899			355,240			168,066
Investment securities	1,528,404			1,396,880			1,500,275			1,407,734
Loans	4,942,024			4,768,253			4,872,191			4,685,235
Allowance for loan losses	(57,798		)	(57,949		)	(56,383		)	(58,969		)
Loans, net	4,884,226			4,710,304			4,815,808			4,626,266
Bank premises and equipment, net	59,386			55,133			57,985			55,465
Goodwill and other intangibles	72,334			72,334			72,334			72,334
Other real estate owned	20,970			22,340			22,310			28,406
Other assets	363,730			348,197			352,508			344,866
Total assets	$	7,405,178		$	6,901,110		$	7,294,077		$	6,813,257
Liabilities and Shareholders' Equity
Deposits:
Noninterest bearing	$	1,302,987		$	1,170,280		$	1,290,383		$	1,173,091
Interest bearing	4,274,375			3,846,846			4,169,895			3,780,717
Total deposits	5,577,362			5,017,126			5,460,278			4,953,808
Borrowings	1,037,158			1,130,133			1,049,041			1,122,926
Other liabilities	80,530			64,783			76,673			61,734
Total liabilities	$	6,695,050		$	6,212,042		$	6,585,992		$	6,138,468
Shareholders' Equity:
Preferred shares	$	—		$	—		$	—		$	—
Common shares	303,631			302,870			303,392			302,762
Accumulated other comprehensive loss, net of taxes	(12,136		)	(11,967		)	(9,154		)	(18,922		)
Retained earnings	498,670			475,778			493,117			468,350
Treasury shares	(80,037		)	(77,613		)	(79,270		)	(77,401		)
Total shareholders' equity	$	710,128		$	689,068		$	708,085		$	674,789
Total liabilities and shareholders' equity	$	7,405,178		$	6,901,110		$	7,294,077		$	6,813,257

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Consolidated Statements of Income - Linked Quarters
	2015		2015		2015		2014			2014
(in thousands, except per share data)	3rd QTR		2nd QTR		1st QTR		4th QTR			3rd QTR
Interest income:
Interest and fees on loans	$	57,680	$	56,463	$	55,412	$	58,395		$	57,492
Interest on:
Obligations of U.S. Government, its agencies and other securities	9,175		9,113		9,389		9,223			9,011
Other interest income	232		228		217		198			119
Total interest income	67,087		65,804		65,018		67,816			66,622
Interest expense:
Interest on deposits:
Demand and savings deposits	614		556		486		445			440
Time deposits	2,508		2,542		2,622		2,776			2,136
Interest on borrowings	6,250		6,191		6,375		7,301			7,337
Total interest expense	9,372		9,289		9,483		10,522			9,913
Net interest income	57,715		56,515		55,535		57,294			56,709
Provision for (recovery of) loan losses	2,404		1,612		1,632		(8,349		)	4,501
Net interest income after provision for (recovery of) loan losses	55,311		54,903		53,903		65,643			52,208
Other income	20,191		19,191		18,873		19,834			19,396
Other expense	47,429		44,667		45,720		50,518			44,972
Income before income taxes	28,073		29,427		27,056		34,959			26,632
Income taxes	8,033		8,388		8,012		10,658			8,363
Net income	$	20,040	$	21,039	$	19,044	$	24,301		$	18,269
Per Common Share:
Net income - basic	$	1.30	$	1.37	$	1.24	$	1.58		$	1.19
Net income - diluted	$	1.30	$	1.37	$	1.23	$	1.58		$	1.19

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
	2015			2015			2015			2014			2014
(in thousands)	3rd QTR			2nd QTR			1st QTR			4th QTR			3rd QTR
Other income:
Income from fiduciary activities	$	4,933		$	5,210		$	4,912		$	5,050		$	4,734
Service charges on deposits	3,909			3,684			3,381			3,651			4,171
Other service income	3,251			3,025			2,301			3,564			2,450
Checkcard fee income	3,643			3,665			3,351			3,433			3,431
Bank owned life insurance income	1,574			1,086			1,878			1,153			1,420
OREO valuation adjustments	(718		)	(251		)	(304		)	(380		)	(935		)
Gain on the sale of OREO, net	243			513			673			45			2,149
Gain on commercial loans held for sale	—			—			756			1,867			—
Loss on sale of investments	—			—			—			(1,175		)	—
Miscellaneous	3,356			2,259			1,925			2,626			1,976
Total other income	$	20,191		$	19,191		$	18,873		$	19,834		$	19,396
Other expense:
Salaries	$	21,692		$	20,995		$	20,982		$	21,552		$	20,515
Employee benefits	6,721			4,729			5,685			2,973			5,728
Occupancy expense	2,469			2,381			2,579			2,378			2,339
Furniture and equipment expense	3,044			2,831			2,862			2,709			2,870
Data processing fees	1,383			1,197			1,267			1,196			1,281
Professional fees and services	5,424			5,583			4,694			8,195			6,934
Marketing	1,058			937			1,013			1,160			1,087
Insurance	1,399			1,362			1,461			1,413			1,396
Communication	1,245			1,233			1,331			1,328			1,304
Miscellaneous	2,994			3,419			3,846			7,614			1,518
Total other expense	$	47,429		$	44,667		$	45,720		$	50,518		$	44,972

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Asset Quality Information
										Year ended December 31,
(in thousands, except ratios)	September 30, 2015			June 30, 2015			March 31, 2015			2014				2013			2012				2011
Allowance for loan losses:
Allowance for loan losses, beginning of period	$	57,427		$	55,408		$	54,352		$	59,468			$	55,537		$	68,444			$	143,575
Transfer of loans at fair value	—			—			—			—				—			—				(219		)
Transfer of allowance to held for sale	—			—			—			—				—			—				(13,100		)
Charge-offs	3,716			3,027			3,418			24,780			(B)	19,153			61,268			(A)	133,882
Recoveries	2,368			3,434			2,842			26,997				19,669			12,942				8,798
Net charge-offs (recoveries)	1,348			(407		)	576			(2,217		)		(516		)	48,326				125,084
Provision for (recovery of) loan losses	2,404			1,612			1,632			(7,333		)		3,415			35,419				63,272
Allowance for loan losses, end of period	$	58,483		$	57,427		$	55,408		$	54,352			$	59,468		$	55,537			$	68,444
(A) Year ended December 31, 2012 included 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. (B) Year ended December 31, 2014 included $4.3 million in charge-offs related to the transfer of $22.0 million of commercial loans to the held for sale portfolio.
General reserve trends:
Allowance for loan losses, end of period	$	58,483		$	57,427		$	55,408		$	54,352			$	59,468		$	55,537			$	68,444
Specific reserves	5,738			6,597			5,064			3,660				10,451			8,276				15,935
General reserves	$	52,745		$	50,830		$	50,344		$	50,692			$	49,017		$	47,261			$	52,509
Total loans	$	4,999,912		$	4,900,974		$	4,830,830		$	4,829,682			$	4,620,505		$	4,450,322			$	4,317,099
Impaired commercial loans	69,188			70,553			70,461			73,676				112,304			137,238				187,074
Total loans less impaired commercial loans	$	4,930,724		$	4,830,421		$	4,760,369		$	4,756,006			$	4,508,201		$	4,313,084			$	4,130,025
Asset Quality Ratios:
Net charge-offs (recoveries) as a % of average loans	0.11		%	(0.03)		%	0.05		%	(0.05)		%		(0.01)		%	1.10		%		2.65		%
Allowance for loan losses as a % of period end loans	1.17		%	1.17		%	1.15		%	1.13		%		1.29		%	1.25		%		1.59		%
General reserves as a % of total loans less impaired commercial loans	1.07		%	1.05		%	1.06		%	1.07		%		1.09		%	1.10		%		1.27		%
Nonperforming Assets - Park National Corporation:
Nonaccrual loans	$	90,995		$	95,739		$	95,873		$	100,393			$	135,216		$	155,536			$	195,106
Accruing troubled debt restructuring	17,131			16,520			16,802			16,254				18,747			29,800				28,607
Loans past due 90 days or more	1,512			1,536			1,629			2,641				1,677			2,970				3,489
Total nonperforming loans	$	109,638		$	113,795		$	114,304		$	119,288			$	155,640		$	188,306			$	227,202
Other real estate owned - Park National Bank	7,797			8,774			10,223			10,687				11,412			14,715				13,240
Other real estate owned - SEPH	12,339			13,102			16,114			11,918				23,224			21,003				29,032
Other real estate owned - Vision Bank	—			—			—			—				—			—				—
Total nonperforming assets	$	129,774		$	135,671		$	140,641		$	141,893			$	190,276		$	224,024			$	269,474
Percentage of nonaccrual loans to period end loans	1.82		%	1.95		%	1.98		%	2.08		%		2.93		%	3.49		%		4.52		%
Percentage of nonperforming loans to period end loans	2.19		%	2.32		%	2.37		%	2.47		%		3.37		%	4.23		%		5.26		%
Percentage of nonperforming assets to period end loans	2.60		%	2.77		%	2.91		%	2.94		%		4.12		%	5.03		%		6.24		%
Percentage of nonperforming assets to period end total assets	1.78		%	1.86		%	1.92		%	2.03		%		2.87		%	3.37		%		3.86		%

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Asset Quality Information (continued)
										Year ended December 31,
(in thousands, except ratios)	September 30, 2015			June 30, 2015			March 31, 2015			2014			2013			2012			2011
Nonperforming Assets - Park National Bank and Guardian:
Nonaccrual loans	$	76,387		$	80,470		$	77,387		$	77,477		$	99,108		$	100,244		$	96,113
Accruing troubled debt restructuring	17,036			16,423			16,706			16,157			18,747			29,800			26,342
Loans past due 90 days or more	1,512			1,536			1,629			2,641			1,677			2,970			3,367
Total nonperforming loans	$	94,935		$	98,429		$	95,722		$	96,275		$	119,532		$	133,014		$	125,822
Other real estate owned - Park National Bank	7,797			8,774			10,223			10,687			11,412			14,715			13,240
Total nonperforming assets	$	102,732		$	107,203		$	105,945		$	106,962		$	130,944		$	147,729		$	139,062
Percentage of nonaccrual loans to period end loans	1.53		%	1.65		%	1.61		%	1.61		%	2.16		%	2.28		%	2.29		%
Percentage of nonperforming loans to period end loans	1.90		%	2.02		%	1.99		%	2.00		%	2.61		%	3.03		%	3.00		%
Percentage of nonperforming assets to period end loans	2.06		%	2.19		%	2.20		%	2.23		%	2.86		%	3.36		%	3.32		%
Percentage of nonperforming assets to period end total assets	1.42		%	1.48		%	1.47		%	1.55		%	2.01		%	2.27		%	2.21		%
Nonperforming Assets - SEPH/Vision Bank (retained portfolio as of September 30, 2015, June 30, 2015, March 31, 2015, and December 31, 2014, 2013, 2012, and 2011):
Nonaccrual loans	$	14,608		$	15,269		$	18,486		$	22,916		$	36,108		$	55,292		$	98,993
Accruing troubled debt restructuring	95			97			96			97			—			—			2,265
Loans past due 90 days or more	—			—			—			—			—			—			122
Total nonperforming loans	$	14,703		$	15,366		$	18,582		$	23,013		$	36,108		$	55,292		$	101,380
Other real estate owned - Vision Bank	—			—			—			—			—			—			—
Other real estate owned - SEPH	12,339			13,102			16,114			11,918			23,224			21,003			29,032
Total nonperforming assets	$	27,042		$	28,468		$	34,696		$	34,931		$	59,332		$	76,295		$	130,412
Percentage of nonaccrual loans to period end loans	N.M.			N.M.			N.M.			N.M.			N.M.			N.M.			N.M.
Percentage of nonperforming loans to period end loans	N.M.			N.M.			N.M.			N.M.			N.M.			N.M.			N.M.
Percentage of nonperforming assets to period end loans	N.M.			N.M.			N.M.			N.M.			N.M.			N.M.			N.M.
Percentage of nonperforming assets to period end total assets	N.M.			N.M.			N.M.			N.M.			N.M.			N.M.			N.M.
New nonaccrual loan information - Park National Corporation
Nonaccrual loans, beginning of period	$	95,739		$	95,873		$	100,393		$	135,216		$	155,536		$	195,106		$	289,268
New nonaccrual loans	9,231			23,974			13,844			70,059			67,398			83,204			124,158
Resolved nonaccrual loans	13,975			24,108			18,232			86,384			87,718			122,774			218,320
Sale of nonaccrual loans held for sale	—			—			132			18,498			—			—			—
Nonaccrual loans, end of period	$	90,995		$	95,739		$	95,873		$	100,393		$	135,216		$	155,536		$	195,106
New nonaccrual loan information - Ohio - based operations
Nonaccrual loans, beginning of period	$	80,470		$	77,387		$	77,477		$	99,108		$	100,244		$	96,113		$	117,815
New nonaccrual loans - Ohio-based operations	9,231			23,974			13,844			69,389			66,197			68,960			78,316
Resolved nonaccrual loans	13,314			20,891			13,934			78,288			67,333			64,829			100,018
Sale of nonaccrual loans held for sale	—			—			—			12,732			—			—			—
Nonaccrual loans, end of period	$	76,387		$	80,470		$	77,387		$	77,477		$	99,108		$	100,244		$	96,113
New nonaccrual loan information - SEPH/Vision Bank
Nonaccrual loans, beginning of period	$	15,269		$	18,486		$	22,916		$	36,108		$	55,292		$	98,993		$	171,453
New nonaccrual loans - SEPH/Vision Bank	—			—			—			670			1,201			14,243			45,842
Resolved nonaccrual loans	661			3,217			4,298			8,096			20,385			57,944			118,302
Sale of nonaccrual loans held for sale	—			—			132			5,766			—			—			—
Nonaccrual loans, end of period	$	14,608		$	15,269		$	18,486		$	22,916		$	36,108		$	55,292		$	98,993

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Asset Quality Information (continued)
							Year ended December 31,
(in thousands, except ratios)	September 30, 2015		June 30, 2015		March 31, 2015		2014		2013		2012		2011
Impaired Commercial Loan Portfolio Information (period end):
Unpaid principal balance	$	99,172	$	100,577	$	96,235	$	106,156	$	175,576	$	242,345	$	290,908
Prior charge-offs	29,984		30,024		25,774		32,480		63,272		105,107		103,834
Remaining principal balance	69,188		70,553		70,461		73,676		112,304		137,238		187,074
Specific reserves	5,738		6,597		5,064		3,660		10,451		8,276		15,935
Book value, after specific reserve	$	63,450	$	63,956	$	65,397	$	70,016	$	101,853	$	128,962	$	171,139

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com