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))
 


 



1




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.


2




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.


3



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.


4




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

5



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
%



6



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



7



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.

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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.]











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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
 
 
 

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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.



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