10-Q

EXPLANATORY NOTE

Park National Corporation ("Park") is filing this Form 10-Q/A (Amendment No. 1) (this "Form 10-Q/A for March 31, 2011") with respect to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, as originally filed with the Securities and Exchange Commission (the "SEC") on May 4, 2011 (the "Original March 31, 2011 Form 10-Q"), in order to amend Part I – Items 1, 2 and 4, and Part II – Items 1A and 6. This Form 10-Q/A for March 31, 2011 is being filed to amend and restate our unaudited consolidated condensed financial statements as of and for the three months ended March 31, 2011 included in "Item 1 – Financial Statements" of Part I and related disclosures in "Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations" of Part I to make the corrections identified below.

This Form 10-Q/A for March 31, 2011 is being filed to reflect the impact on the consolidated financial information as of and for the quarterly period ended March 31, 2011 of the restatement of Park's audited consolidated financial statements as of and for the year ended December 31, 2010. This Form 10-Q/A for March 31, 2011 should be read in conjunction with and follows the filing by Park of Form 10-K/A (Amendment No. 2) for the fiscal year ended December 31, 2010, which was filed on February 28, 2012. The restatement of consolidated financial information as of and for the quarterly period ended March 31, 2011 results in the following corrections :

Impact on Items Reported in Consolidated Condensed Statements of Income (Unaudited):

·

The provision for loan losses increased by $600,000 to $14.1 million, compared to $13.5 million as originally reported.

·

Net interest income after provision for loan losses decreased by $600,000 to $55.2 million, compared to $55.8 million as originally reported.

·

Other real estate owned ("OREO") devaluations decreased by $1.9 million to $2.5 million, compared to $4.4 million as originally reported.

·

Total other income increased by $1.9 million to $15.0 million, compared to $13.2 million as originally reported.

·

Income before income taxes increased $1.2 million to $30.5 million, compared to $29.3 million as originally reported.

·

Income taxes increased by $441,000 to $8.3 million, compared to $7.9 million as originally reported.

·

Net income increased by $818,000 to $22.2 million, compared to $21.4 million as originally reported.

·

Net income available to common shareholders increased by $818,000 to $20.7 million, compared to $19.9 million as originally reported.

·

Basic and diluted earnings per share increased by $0.06 to $1.35 per common share, compared to $1.29 per common share as originally reported.

Impact on Items Reported in Consolidated Condensed Balance Sheet (Unaudited):

·

The allowance for loan losses increased by $21.6 million to $148.5 million, compared to $126.9 million as originally reported.

·

Loans, net of the allowance for loan losses, decreased by $21.6 million to $4,602 million, compared to $4,624 million as originally reported.

·

OREO decreased by $1.9 million to $45.3 million, compared to $47.1 million as originally reported.

·

Other assets increased by $8.3 million to $162.0 million, compared to $153.7 million as originally reported. The only adjustment within other assets was to reflect the deferred tax asset impact of the restatement.

·

Total assets declined by $15.3 million to $7,323 million, compared to $7,338 million as originally reported.

·

Retained earnings decreased by $15.3 million to $412.6 million, compared to $427.9 million as originally reported.

·

Total stockholders' equity decreased by $15.3 million to $729.9 million, compared to $745.2 million as originally reported.

·

Total liabilities and stockholders' equity decreased by $15.3 million to $7,323 million, compared to $7,338 million as originally reported.

For a more detailed description of the restatement of the consolidated condensed financial statements, see Note 1A, "Restatement of Financial Statements" in our Notes to Unaudited Consolidated Condensed Financial Statements.

Park has not modified or updated the information in the Original March 31, 2011 Form 10-Q, except as necessary to reflect the effects of the restated consolidated condensed financial statements which took into consideration subsequent additional information about conditions that existed at March 31, 2011. This Form 10-Q/A for March 31, 2011 continues to speak as of the dates described herein, and we have not updated the disclosures contained in the Original March 31, 2011 Form 10-Q to reflect any events that occurred subsequent to such dates except as necessitated by the restatement. Information not affected by the restatement is unchanged and reflects the disclosures made at the time of the filing of the Original March 31, 2011 Form 10-Q on May 4, 2011. With respect to management's discussion, within "Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, of the projected results for the fiscal year ending December 31, 2011, we have removed the portion of the discussion related to items that would no longer be appropriate given the nature of the restatement of the consolidated financial information as of and for the quarterly period ended March 31, 2011 and the impact it had on certain line items in the Consolidated Condensed Statement of Income for the three months ended March 31, 2011, including the provision for loan losses. Accordingly, this Form 10-Q/A for March 31, 2011 should be read in conjunction with our subsequent filings with the SEC, as information in such filings may update or supersede certain information contained in this Form 10-Q/A for March 31, 2011.

Park has modified "Item 4 – Controls and Procedures" of Part I in order to reflect the reevaluation by Park's management of the effectiveness of the design and operation of Park's disclosure controls and procedures as of March 31, 2011 in connection with the restatement of the consolidated condensed financial statements as described in this Form 10-Q/A for March 31, 2011.

Park has also modified the risk factor included in "Item 1A – Risk Factors" of Part II to include the restated financial information for Vision Bank where appropriate. The risk factor, including the corrected information, remains applicable as of the filing date of the Original March 31, 2011 Form 10-Q.

Park has updated the Computation of Ratio of Earnings to Fixed Charges and the Computation of Ratio of Earnings to Fixed Charges and Preferred Dividends included as Exhibit 12 to this Form 10-Q/A for March 31, 2011, in order to reflect the corrected consolidated financial information. Additionally, updated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 have been included as Exhibits 31.1 and 31.2 to this Form 10-Q/A for March 31, 2011, and updated certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been included as Exhibits 32.1 and 32.2 to this Form 10-Q/A for March 31, 2011, which have been reflected in "Item 6 – Exhibits" of Part II.

For the convenience of the reader, this Form 10-Q/A for March 31, 2011 sets forth the disclosures to be included in the Form 10-Q for the quarterly period ended March 31, 2011 in their entirety, although Park is only amending and restating Items 1, 2 and 4 of Part I and Items 1A and 6 of Part II from the Original March 31, 2011 Form 10-Q as these are the only Items affected by the corrected consolidated financial information.

Document Fiscal Year Focus

2011

Entity Registrant Name

PARK NATIONAL CORP /OH/

Current Fiscal Year End Date

--12-31

Entity Common Stock, Shares Outstanding

15,398,919