PARK NATIONAL CORP /OH/ - FORM 8-K

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EX-99.1 - EXHIBIT 99.1 - PARK NATIONAL CORP /OH/	exhibit991earningsrelease1.htm

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)	April 22, 2016

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))

Item 2.02 - Results of Operations and Financial Condition.

On April 22, 2016, Park National Corporation (“Park”) issued a news release (the “Financial Results News Release”) announcing financial results for the three months ended March 31, 2016. A copy of the 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 months ended March 31, 2016, December 31, 2015 and March 31, 2015. 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 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 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, in each case at period end. Tangible assets equals total assets less goodwill, 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.

Item 7.01 - Regulation FD Disclosure

Financial Results by segment

The table below reflects the net income (loss) by segment for the first quarters of 2016 and 2015, and for the fiscal years ended December 31, 2015 and 2014. 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)	Q1 2016			Q1 2015			2015			2014
PNB	$	21,744		$	19,159		$	84,345		$	82,907
GFSC	(1,836		)	281			1,423			1,175
Parent Company	(1,834		)	(694		)	(4,549		)	(5,050		)
Ongoing operations	$	18,074		$	18,746		$	81,219		$	79,032
SEPH	612			298			(207		)	4,925
Total Park	$	18,686		$	19,044		$	81,012		$	83,957

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 quarters of 2016 and 2015, and for the fiscal years ended December 31, 2015 and 2014.



(In thousands)	Q1 2016		Q1 2015		2015		2014
Net interest income	$	57,155	$	53,821	$	220,879	$	218,641
Provision for loan losses	1,533		2,022		7,665		3,517
Other income	17,223		18,012		75,188		69,384
Other expense	41,360		41,932		167,476		163,641
Income before income taxes	$	31,485	$	27,879	$	120,926	$	120,867
Federal income taxes	9,741		8,720		36,581		37,960
Net income	$	21,744	$	19,159	$	84,345	$	82,907

Net interest income of $57.2 million for the three months ended March 31, 2016 represented a $3.3 million, or 6.2%, increase, compared to $53.8 million for the three months ended March 31, 2015. The increase was due to a $241 million, or 5.1%, increase in average loans from $4.8 billion at March 31, 2015 to $5.0 billion at March 31, 2016, along with a 5 basis point increase in the yield on loans from 4.56% to 4.61%. Included in interest income for the three months ended March 31, 2016 is $561,000 in income related to PNB participations in legacy Vision Bank ("Vision") assets.

The provision for loan losses of $1.5 million for the three months ended March 31, 2016 represented a decrease of $489,000, compared to $2.0 million for the same period in 2015. Refer to the “Credit Metrics and Provision for (Recovery of) Loan Losses” section for additional details regarding the level of the provision for loan losses recognized in each period presented above.

Other income of $17.2 million for the three months ended March 31, 2016 represented a $789,000, or 4.4%, decrease, compared to $18.0 million for the same period in 2015. The $789,000 decrease was primarily due to income of $791,000 related to proceeds from the death benefits paid from a bank owned life insurance policy in 2015 and a decrease of $774,000 in gain on sale of OREO, net and other OREO income. These items were offset by a $272,000 increase in other service income primarily related to mortgage loan originations, a $258,000 increase in miscellaneous income and a $201,000 increase in income from fiduciary activities.

Other expense of $41.4 million for the three months ended March 31, 2016 represented a decrease of $572,000, or 1.4%, compared to $41.9 million for the same period in 2015. The $572,000 decrease was primarily related to a decrease of $1.1 million related to employee benefits expense and a reduction in expenses as $1.1 million was recognized in the first quarter of 2015 related to a prepayment penalty on borrowings and a contract termination fee, offset by a $461,000 increase in salary expense, a $587,000 increase in furniture and equipment expense, and an $823,000 increase in professional fees and services.

PNB results for the three months ended March 31, 2016 and 2015 and for the fiscal year ended December 31, 2015 included income and expense related to participations in legacy Vision assets. The impact of these participations on particular items within PNB's income and expense is detailed in the table below:



	1Q 2016							1Q 2015							2015
(In thousands)	PNB as reported		Adjustments⁽¹⁾			PNB as adjusted		PNB as reported		Adjustments⁽¹⁾			PNB as adjusted		PNB as reported		Adjustments⁽¹⁾			PNB as adjusted
Net interest income	$	57,155	$	561		$	56,594	$	53,821	$	60		$	53,761	$	220,879	$	241		$	220,638
Provision for (recovery of) loan losses	1,533		(5		)	1,538		2,022		(541		)	2,563		7,665		(1,453		)	9,118
Other income	17,223		(202		)	17,425		18,012		406			17,606		75,188		1,225			73,963
Other expense	41,360		221			41,139		41,932		235			41,697		167,476		700			166,776
Income before income taxes	$	31,485	$	143		$	31,342	$	27,879	$	772		$	27,107	$	120,926	$	2,219		$	118,707
Federal income tax expense	9,741		44			9,697		8,720		241			8,479		36,581		671			35,910
Net income	$	21,744	$	99		$	21,645	$	19,159	$	531		$	18,628	$	84,345	$	1,548		$	82,797

(1) Adjustments consist of the impact on the particular items reported in PNB's income statement of PNB participations in legacy Vision assets.

The impact of Vision Bank participations includes: interest income, net recoveries from loans previously charged off, net gains on the sale of OREO, other OREO income, gains on the sale of loans and other expenses.

The table below provides certain balance sheet information and financial ratios for PNB as of March 31, 2016, December 31, 2015 and March 31, 2015.



(In thousands)	March 31, 2016			December 31, 2015			March 31, 2015			% change from 12/31/15		% change from 03/31/15
Loans	$	5,023,659		$	5,029,072		$	4,786,901		(0.11	)%	4.95	%
Allowance for loan losses	54,646			54,453			53,141			0.35	%	2.83	%
Net loans	4,969,013			4,974,619			4,733,760			(0.11	)%	4.97	%
Investment securities	1,599,598			1,641,539			1,454,895			(2.55	)%	9.95	%
Total assets	7,347,378			7,229,764			7,212,490			1.63	%	1.87	%
Average assets ⁽¹⁾	7,325,133			7,219,898			7,118,563			1.46	%	2.90	%
Efficiency ratio	55.28		%	56.42		%	58.24		%	(2.02	)%	(5.08	)%
Return on average assets ⁽²⁾	1.19		%	1.17		%	1.09		%	1.71	%	9.17	%

(1) Average assets for the three months ended March 31, 2016 and 2015, and for the fiscal year ended December 31, 2015.

(2) Annualized for the three months ended March 31, 2016 and 2015.

PNB's allowance for loan losses increased by $193,000, or 0.35%, to $54.6 million at March 31, 2016, compared to $54.5 million at December 31, 2015. Net charge-offs were $1.3 million, or an annualized 0.11% of total average loans, for the three months ended March 31, 2016. Refer to the “Credit Metrics and Provision for (Recovery of) Loan Losses” section for additional information regarding PNB's loan portfolio and the level of provision for loan losses recognized in each period presented.

Guardian Financial Services Company (GFSC)

The table below reflects GFSC's net income (loss) for the first quarters of 2016 and 2015, and for the fiscal years ended December 31, 2015 and 2014.



(In thousands)	Q1 2016			Q1 2015		2015		2014
Net interest income	$	1,504		$	1,692	$	6,588	$	7,457
Provision for loan losses	527			495		1,415		1,544
Other income (loss)	—			2		2		(1		)
Other expense	3,798			779		2,984		4,103
Income (loss) before income taxes	$	(2,821	)	$	420	$	2,191	$	1,809
Federal income taxes (benefit)	(985		)	139		768		634
Net income (loss)	$	(1,836	)	$	281	$	1,423	$	1,175

The increase in other expense during the first quarter of 2016 compared to the same period in 2015 primarily relates to an accrual for ongoing legal proceedings.

The table below provides certain balance sheet information and financial ratios for GFSC as of March 31, 2016, December 31, 2015 and March 31, 2015.



(In thousands)	March 31, 2016		December 31, 2015			March 31, 2015			% change from 12/31/15		% change from 03/31/15
Loans	$	33,798	$	35,469		$	38,901		(4.71	)%	(13.12	)%
Allowance for loan losses	2,302		2,041			2,267			12.79	%	1.54	%
Net loans	31,496		33,428			36,634			(5.78	)%	(14.03	)%
Total assets	34,637		35,793			38,569			(3.23	)%	(10.19	)%
Average assets⁽¹⁾	35,372		37,675			39,661			(6.11	)%	(10.81	)%
Return on average assets ⁽²⁾	N.M.		3.78		%	2.87		%	N.M.		N.M.

(1) Average assets for the three months ended March 31, 2016 and 2015, and for the fiscal year ended December 31, 2015.

(2) Annualized for the three months ended March 31, 2016 and 2015.

Park Parent Company

The table below reflects the Park Parent Company net loss for the first quarters of 2016 and 2015, and for the fiscal years ended December 31, 2015 and 2014.



(In thousands)	Q1 2016			Q1 2015			2015			2014
Net interest (expense) income	$	(1	)	$	110		$	239		$	(2,012	)
Provision for loan losses	—			—			—			—
Other income	132			99			513			175
Other expense	3,337			1,911			9,972			8,000
Loss before income tax benefit	$	(3,206	)	$	(1,702	)	$	(9,220	)	$	(9,837	)
Federal income tax benefit	(1,372		)	(1,008		)	(4,671		)	(4,787		)
Net loss	$	(1,834	)	$	(694	)	$	(4,549	)	$	(5,050	)

The net interest (expense) income for Park's parent company included, for all periods presented, interest income on loans to SEPH and on subordinated debt investments in PNB, which were eliminated in the consolidated Park National Corporation totals. Additionally, net interest (expense) income included, for all periods presented, interest expense related to the $30.00 million of 7% Subordinated Notes due April 20, 2022 issued by Park to accredited investors on April 20, 2012. Results for the fiscal year ended December 31, 2014 included, in addition to the items previously discussed, interest expense related to the $35.25 million of 10% Subordinated Notes due December 23, 2019 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.

Other expense of $3.3 million for the three months ended March 31, 2016 represented an increase of $1.4 million or 74.6%, compared to $1.9 million for the three months ended March 31, 2015. The $1.4 million increase was primarily related to an increase of $0.6 million in professional fees and services, an increase of $0.5 million in miscellaneous other expense and an increase of $237,000 in employee benefit expense.

SEPH

The table below reflects SEPH's net income (loss) for the first quarters of 2016 and 2015, and for the fiscal years ended December 31, 2015 and 2014. 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)	Q1 2016			Q1 2015			2015			2014
Net interest income (expense)	$	1,161		$	(88	)	$	(74	)	$	958
Recovery of loan losses	(1,150		)	(885		)	(4,090		)	(12,394		)
Other income	34			760			1,848			5,991
Other expense	1,404			1,098			6,182			11,766
Income (loss) before income taxes	$	941		$	459		$	(318	)	$	7,577
Federal income tax expense (benefit)	329			161			(111		)	2,652
Net income (loss)	$	612		$	298		$	(207	)	$	4,925

SEPH's financial results for the three months ended March 31, 2016 included net recoveries of $1.2 million. The net recoveries during 2016 consisted solely of recoveries from loans previously charged off. The $726,000 decrease in other income for the three months ended March 31, 2016 compared to the same period of 2015 was primarily due to a $722,000 gain on the sale of loans in the first quarter of 2015. The $306,000 increase in other expense for the three months ended March 31, 2016 compared to the same period of 2015 was primarily the result of increases in: legal fees of $418,000; management and consulting fees of $145,000; and other OREO expense of $39,000, offset by a $202,000 decrease in expense related to reserves established for potential mortgage loan repurchases.

Legacy Vision assets at SEPH totaled $25.9 million as of March 31, 2016. In addition to these SEPH assets, PNB participations in legacy Vision assets totaled $9.8 million at March 31, 2016.

Park National Corporation

The table below reflects Park's consolidated net income for the first quarters of 2016 and 2015, and for the fiscal years ended December 31, 2015 and 2014.



(In thousands)	Q1 2016		Q1 2015		2015		2014
Net interest income	$	59,819	$	55,535	$	227,632	$	225,044
Provision for (recovery of) loan losses	910		1,632		4,990		(7,333		)
Other income	17,389		18,873		77,551		75,549
Other expense	49,899		45,720		186,614		187,510
Income before income taxes	$	26,399	$	27,056	$	113,579	$	120,416
Federal income taxes	7,713		8,012		32,567		36,459
Net income	$	18,686	$	19,044	$	81,012	$	83,957

Other expense of $49.9 million for the three months ended March 31, 2016 represented an increase of $4.2 million, or 9.1%, compared to $45.7 million for the same period of 2015. The increase was primarily related to an increase of $2.0 million in professional fees and services due to increases in legal and consulting expense, an increase of $2.1 million in miscellaneous other expense, a $581,000 increase in furniture and equipment expense, and a $572,000 increase in salary expense. These increases were offset by a $912,000 decrease in employee benefits expense. The $2.1 million increase in miscellaneous expense was primarily due to a $3.5 million increase in accruals due to the ongoing evaluation of litigation and other proceedings impacting the GFSC subsidiary and the Parent Company, offset by a reduction in expenses as $1.1 million was recognized in the first quarter of 2015 related to a prepayment penalty on borrowings and a contract termination fee.

Credit Metrics and Provision for (Recovery of) Loan Losses

On a consolidated basis, Park reported a provision for loan losses for the three months ended March 31, 2016 of $910,000, compared to $1.6 million for the same period in 2015. The table below shows a breakdown of the provision for (recovery of) loan losses by reportable segment.



(In thousands)	Q1 2016			Q1 2015			2015			2014
PNB	$	1,533		$	2,022		$	7,665		$	3,517
GFSC	527			495			1,415			1,544
Park Parent	—			—			—			—
Total Ongoing Operations	$	2,060		$	2,517		$	9,080		$	5,061
SEPH	(1,150		)	(885		)	(4,090		)	(12,394		)
Total Park	$	910		$	1,632		$	4,990		$	(7,333	)

PNB had net charge-offs of $1.3 million, GFSC had net charge-offs of $266,000, and SEPH had net recoveries of $1.2 million for the three months ended March 31, 2016, resulting in net charge-offs of $456,000 for Park. Provision for loan losses at Park on a consolidated basis were $910,000, which was $454,000 higher than net-charge-offs of $456,000.

The table below provides additional information related to specific reserves and general reserves for Park's ongoing operations as of March 31, 2016, December 31, 2015 and March 31, 2015.



(In thousands)	3/31/2016			12/31/2015			3/31/2015
Total allowance for loan losses	$	56,948		$	56,494		$	55,408
Specific reserve	4,930			4,191			5,064
General reserve	$	52,018		$	52,303		$	50,344

Total loans	$	5,047,177		$	5,052,932		$	4,811,318
Impaired commercial loans	63,894			66,232			52,260
Total loans less impaired commercial loans	$	4,983,283		$	4,986,700		$	4,759,058

General reserve as a % of total loans less impaired commercial loans	1.04		%	1.05		%	1.06		%

Note: The table above includes only those loans at PNB and GFSC, as these are the entities that had 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.

The allowance for loan losses of $56.9 million at March 31, 2016 represented a $454,000 or 0.8% increase, compared to $56.5 million at December 31, 2015. This increase was the result of a $739,000 increase in specific reserves offset by a $285,000 decrease in general reserves. The increase in specific reserves was largely due to the addition of $439,000 in new specific reserves at GFSC.

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 recent 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 the demand for loan, deposit and other financial services, delinquencies, defaults and counterparties' 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 unemployment; 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 regulations already adopted and which may be adopted in the future 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; our litigation and regulatory compliance exposure, including any adverse developments in legal proceedings or other claims and unfavorable resolution of 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, 2015. 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.

Item 8.01 - Other Events

Declaration of Cash Dividend

As reported in the Financial Results News Release, on April 22, 2016, 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 June 10, 2016 to common shareholders of record as of the close of business on May 20, 2016. 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 April 22, 2016 addressing financial results for the three months ended March 31, 2016.

[Remainder of page intentionally left blank;

signature page follows.]

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: April 22, 2016	By:	/s/ Brady T. Burt
		Brady T. Burt
		Chief Financial Officer, Secretary and Treasurer

INDEX TO EXHIBITS

Current Report on Form 8-K

Dated April 22, 2016

Park National Corporation



Exhibit No.	Description
99.1	News Release issued by Park National Corporation on April 22, 2016 addressing financial results for the three months ended March 31, 2016.

PARK NATIONAL CORP /OH/ - FORM 8-K - April 22, 2016

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