Summary of PARK NATIONAL CORP /OH/

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."

                                              Projected second
   (In thousands)      Q1 2012     Q2 2012        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.

                                                 Projected
                                                second half
     (In thousands)       Q1 2012    Q2 2012        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.

                                                                                        % change
                                       June 30,                          June 30,         from     % change from
           (In thousands)                2012        December 31, 2011     2011         12/31/11      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.

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.

                                                   Projected second
      (In thousands)         Q1 2012     Q2 2012      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
. . .