Summary of PARK NATIONAL CORP /OH/

Item 2.02 - Results of Operations and Financial Condition.

On January 28, 2013, Park National Corporation ("Park") issued a news release (the "Financial Results News Release") announcing financial results for the three months (fourth quarter) and fiscal year ended December 31, 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, the ratio of 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, the ratio of tangible common equity to tangible assets and tangible common book value per common share for the three months and years ended December 31, 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 the ratio of 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, the ratio of 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, the ratio of 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, the ratio of 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 months (fourth quarter) and year ended December 31, 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 each quarter of 2012, the results for the fiscal year ended December 31, 2012, and the results for each of the prior two fiscal years ended December 31, 2011 and 2010. Park's current 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." In addition, Vision Bank was included as a segment for each of the fiscal years ended December 31, 2011 and 2010.

    (In thousands)       Q1 2012     Q2 2012      Q3 2012     Q4 2012      2012       2011        2010
PNB                     $ 21,561   $   23,483   $  22,068   $  19,994   $ 87,106   $ 106,851   $ 102,948
GFSC                         806          909         971         864      3,550       2,721       2,006
Park Parent Company           49          134         274        (262 )      195      (1,595 )    (1,439 )
  Ohio-based operations $ 22,416   $   24,526   $  23,313   $  20,596   $ 90,851   $ 107,977   $ 103,515
Vision Bank                    -            -           -           -          -     (22,526 )   (45,414 )
SEPH                       9,059       (5,640 )   (11,331 )    (4,309 )  (12,221 )    (3,311 )         -
  Total Park            $ 31,475   $   18,886   $  11,982   $  16,287   $ 78,630   $  82,140   $  58,101

The results for "Park Parent Company" above exclude the results for SEPH, an entity which is winding down commensurate with the disposition of its problem assets. Management considers the results of the "Ohio-based operations" to reflect the business of Park and its subsidiaries going forward. The discussion below provides additional information regarding Park's segments.

The Park National Bank (PNB)

The table below reflects the results for PNB for each quarter of 2012, the
results for the fiscal year ended December 31, 2012, and results for each of the
prior two fiscal years ended December 31, 2011 and 2010.

      (In thousands)        Q1 2012    Q2 2012    Q3 2012    Q4 2012      2012        2011        2010
Net interest income        $ 55,846   $ 56,022   $ 55,366   $ 54,524   $ 221,758   $ 236,282   $ 237,281
Provision for loan losses     4,672      3,756      4,125      4,125      16,678      30,220      23,474
Fee income                   16,661     17,700     18,150     18,228      70,739      67,348      68,648
Security gains                    -          -          -          -           -      23,634      11,864
Total other expense          38,056     37,260     39,609     41,591     156,516     146,235     144,051
Income before income taxes $ 29,779   $ 32,706   $ 29,782   $ 27,036   $ 119,303   $ 150,809   $ 150,268
  Federal income taxes        8,218      9,223      7,714      7,042      32,197      43,958      47,320
Net income                 $ 21,561   $ 23,483   $ 22,068   $ 19,994   $  87,106   $ 106,851   $ 102,948
Net income excluding
security gains             $ 21,561   $ 23,483   $ 22,068   $ 19,994   $  87,106   $  91,489   $  95,236

Management originally projected 2012 net income for PNB of approximately $93 million within the 2011 Annual Report. Due primarily to the continued low interest rate environment, PNB's net income for the fiscal year ended December 31, 2012 was $87.1 million.

Total other expense at PNB was $156.5 million for the year ended December 31, 2012, an increase of $10.3 million, or 7.0%, from the total other expense of $146.2 million in 2011. The $10.3 million increase was the result of increases of approximately (i) $2.4 million in salaries and employee benefit expense, (ii) $1.7 million in fees and expenses, largely related to increases in

legal fees, (iii) $1.5 million of additional expense in Q4 2012 related to a one-time off-balance sheet liability and (iv) $4.7 million in miscellaneous increases within equipment costs, communications, marketing, data processing and state franchise taxes.

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

                                                          Dec. 31,             Dec. 31,        % change from
                   (In thousands)                           2012                 2011             12/31/11
Loans                                                 $      4,369,173    $      4,172,424        4.72  %
Allowance for loan losses                                       53,131              55,409       (4.11 )%
Net loans                                                    4,316,042           4,117,015        4.83  %
Total assets                                                 6,502,579           6,281,747        3.52  %
Average assets                                               6,532,683           6,453,404        1.23  %
Deposits                                                     4,814,107           4,611,646        4.39  %
Return on average assets *                                        1.33 %              1.42 %     (6.34 )%

* Excludes gains on the sale of investment securities for the fiscal year ended December 31, 2011.

The $196.7 million (4.72%) increase in loans experienced at PNB in 2012 was primarily related to continued demand for 1-4 family mortgages, which has increased by $123.5 million. Of the $123.5 million increase in the mortgage loan portfolio, approximately $91.1 million of the increase was associated with our decision to retain a portion of the 15-year, fixed-rate mortgages originated by PNB rather than selling these loans in the secondary market. The balance of the increase in loans of $73.2 million was across all loan portfolio categories, with the most significant increase being in commercial loans (up $47.4 million). As noted above, PNB's allowance for loan losses declined by $2.3 million, or 4.11%, to $53.1 million at December 31, 2012 compared to $55.4 million at December 31, 2011. The decline in PNB's allowance for loan losses was due to continued improvement in the credit metrics across the PNB loan portfolio. 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 each quarter of 2012, the
results for the fiscal year ended December 31, 2012, and the results for each of
the prior two fiscal years ended December 31, 2011 and 2010.

      (In thousands)        Q1 2012   Q2 2012   Q3 2012   Q4 2012    2012     2011     2010
Net interest income        $  2,211  $  2,305  $  2,371  $  2,269  $ 9,156  $ 8,693  $ 7,611
Provision for loan losses       250       200       184       225      859    2,000    2,199
Fee income                        -         -         -         -        -        -        2
Total other expense             721       706       693       715    2,835    2,506    2,326
Income before income taxes $  1,240  $  1,399  $  1,494  $  1,329  $ 5,462  $ 4,187  $ 3,088
  Federal income taxes          434       490       523       465    1,912    1,466    1,082
Net income                 $    806  $    909  $    971  $    864  $ 3,550  $ 2,721  $ 2,006

In the 2011 Annual Report, management stated that GFSC was expected to make net . . .