Item 2.02 - Results of Operations and Financial Condition



On January 23, 2023, Park National Corporation ("Park") issued a news release
(the "Financial Results News Release") announcing financial results for the
three months (fourth quarter) and the twelve months (full year) ended December
31, 2022. 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.

Non-GAAP Financial Measures
Item 7.01 of this Current Report on Form 8-K as well as the Financial Results
News Release contain non-GAAP (generally accepted accounting principles in the
United States or "U.S. GAAP") financial measures where management believes them
to be helpful in understanding Park's results of operations or financial
position. Where non-GAAP financial measures are used, the comparable U.S. GAAP
financial measures, as well as the reconciliation to the comparable U.S. GAAP
financial measures, can be found in the Financial Results News Release.

Items Impacting Comparability of Period Results
From time to time, revenue, expenses and/or taxes are impacted by items judged
by management of Park to be outside of ordinary banking activities and/or by
items that, while they may be associated with ordinary banking activities, are
so unusually large that their outsized impact is believed by management of Park
at that time to be infrequent or short-term in nature. Most often, these items
impacting comparability of period results are due to merger and acquisition
activities and revenue and expenses related to former Vision Bank loan
relationships. In other cases, they may result from management's decisions
associated with significant corporate actions outside of the ordinary course of
business.

Even though certain revenue and expense items are naturally subject to more
volatility than others due to changes in market and economic environment
conditions, as a general rule volatility alone does not result in the inclusion
of an item as one impacting comparability of period results. For example,
changes in the provision for / (recovery of) credit losses (aside from those
related to former Vision Bank loan relationships), gains (losses) on equity
securities, net, and asset valuation adjustments, reflect ordinary banking
activities and are, therefore, typically excluded from consideration as items
impacting comparability of period results.

Management believes the disclosure of items impacting comparability of period
results provides a better understanding of Park's performance and trends and
allows management to ascertain which of such items, if any, to include or
exclude from an analysis of Park's performance; i.e., within the context of
determining how that performance differed from expectations, as well as how, if
at all, to adjust estimates of future performance taking such items into
account.

Items impacting comparability of the results of particular periods are not intended to be a complete list of items that may materially impact current or future period performance.



Non-GAAP Financial Measures
Park's management uses certain non-GAAP financial measures to evaluate Park's
performance. Specifically, management reviews the return on average tangible
equity, the return on average tangible assets, the tangible equity to tangible
assets ratio, tangible book value per share and pre-tax, pre-provision net
income.

Management has included in the Financial Results News Release information
relating to the annualized return on average tangible equity, the annualized
return on average tangible assets, the tangible equity to tangible assets ratio,
tangible book value per share and pre-tax, pre-provision net income for the
three months ended and at December 31, 2022, September 30, 2022 and December 31,
2021 and for the twelve months ended and at December 31, 2022 and December 31,
2021. For the purpose 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 the tangible equity to
tangible assets ratio, a non-GAAP financial measure, tangible equity is divided
by tangible assets. Tangible equity equals total shareholders' equity less
goodwill and other intangible assets, in each case at period end. Tangible
assets equal 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 the number of
common shares outstanding, in each case at period end. For the purpose of
calculating pre-tax, pre-provision net income, a non-GAAP financial measure,
income taxes and the provision for (recovery of) credit losses are added back to
net income, in each case during the applicable period.

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Management believes that the disclosure of the annualized return on average
tangible equity, the annualized return on average tangible assets, the tangible
equity to tangible assets ratio, tangible book value per share and pre-tax,
pre-provision net income presents additional information to the reader of the
. . .

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers



On January 23, 2023, Alicia J. Hupp, who currently serves in the class of
directors of Park who terms will expire at the 2023 Annual Meeting of
Shareholders of Park (the "2023 Annual Meeting"), notified Park that she has
decided to retire and not stand for re-election to the Board of Directors of
Park. Ms. Hupp's term as a director of Park will expire immediately prior to the
2023 Annual Meeting, which will be held on April 24, 2023. In addition, Alicia
J. Hupp will retire as a director of Park's national bank subsidiary The Park
National Bank ("PNB"), effective April 24, 2023, but will remain as a member of
the advisory board of the West Central Division of PNB.

Ms. Hupp is retiring from the Park Board of Directors to focus on her business
and philanthropic interests, not as a result of a disagreement with Park on any
matter related to Park's operations, policies or practices.

Alicia J. Hupp has served as a member of the Board of Directors of Park since
June 2015, as a member of the Board of Directors of PNB since January 2022 and
as a member of the advisory board of the Security National Bank Division (part
of the West Central Division since July 2020) of PNB since March 2012. Ms. Hupp
has served as a member of each of the Audit Committee and the Nominating and
Corporate Governance Committee of the Park Board of Directors. Ms. Hupp has been
an advocate for PNB during her service as a board member. She will be recognized
during Park's 2023 Annual Meeting for her dedicated service and superior counsel
provided to both Park and PNB.

The Nominating and Corporate Governance Committee, on behalf of the Board of
Directors of Park, has recommended, and the Board of Directors of Park has
determined, that rather than fill the vacancy which will be created by the
retirement of Ms. Hupp, the number of directors of Park will be reduced to 13
upon her retirement.


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Item 7.01 - Regulation FD Disclosure

COVID-19 Considerations



During 2022 and 2021, Park provided calamity pay and special bonuses to certain
associates related to the COVID-19 pandemic. The cost of the calamity pay and
special bonuses was $747,000 and $2.1 million for the years ended December 31,
2022 and 2021, respectively, and is included within salaries expense.

Paycheck Protection Program: During 2020 and 2021, Park approved and funded
7,701 loans totaling $764.7 million as part of the PPP. For its assistance in
making and retaining these loans, Park received an aggregate of $33.1 million in
fees from the SBA, of which $3.0 million and $16.3 million were recognized
within loan interest income during the years ended December 31, 2022 and 2021,
respectively. At December 31, 2022, the remaining balance of PPP loans was $4.2
million.

Loan Modifications: During the COVID-19 pandemic, Park has worked with borrowers
and provided modifications in the form of either interest only deferral or
principal and interest deferral, in each case, for initial periods of up to 90
days. As necessary, Park made available a second 90-day interest only deferral
or principal and interest deferral bringing the total potential deferral period
to six months. Modifications were structured in a manner to best address each
individual customer's then current situation. A majority of these modifications
were excluded from the troubled debt restructuring ("TDR") classification under
Section 4013 of the CARES Act or under applicable interagency guidance of the
federal banking regulators. The modified loans were considered current and
continued to accrue interest during the deferral period.

Financial Results by Segment



The table below reflects the net income (loss) by segment for each quarter of
2022 and for the years ended December 31, 2022, 2021 and 2020. Park's segments
include PNB and "All Other" which primarily consists of Park as the "Parent
Company", Guardian Financial Services Company ("GFSC") and SE Property Holdings,
LLC ("SEPH").
 (In thousands)    Q4 2022    Q3 2022    Q2 2022    Q1 2022         2022           2021           2020
PNB               $ 35,320   $ 31,515   $ 34,940   $ 41,468      $ 143,243      $ 159,461      $ 123,730
All Other           (2,236)    10,553       (616)    (2,593)         5,108         (5,516)         4,193
  Total Park      $ 33,084   $ 42,068   $ 34,324   $ 38,875      $ 148,351      $ 153,945      $ 127,923

Highlights from the three-month and twelve-month periods ended December 31, 2022 and 2021 included:



•Net income for the year ended December 31, 2022 of $148.4 million represented a
$5.6 million, or 3.6%, decrease compared to $153.9 million for the year ended
December 31, 2021.
•Pre-tax, pre-provision net income for the year ended December 31, 2022 of
$185.0 million represented a $8.7 million, or 4.9%, increase compared to $176.3
million for the year ended December 31, 2021.
•During the three months and the year ended December 31, 2022, Park recorded
interest income of $78,000 and $3.1 million, respectively, related to PPP loans,
compared to $2.5 million and $18.0 million for the three months and the year
ended December 31, 2021, respectively.
•Park recognized a $5.6 million gain on the sale of OREO, net, during the year
ended December 31, 2022 related to former Vision Bank relationships. There was
no gain on the sale of OREO, net, related to former Vision Bank relationships
during the three months ended December 31, 2022 and 2021 and the year ended
December 31, 2021.
•Park recognized a $12.0 million OREO valuation markup during the year ended
December 31, 2022 related to the foreclosure and subsequent sale of a property
collateralizing a former Vision Bank relationship. There was no OREO valuation
markup related to former Vision Bank relationships during the three months ended
December 31, 2022 and 2021 and the year ended December 31, 2021.
•During the year ended December, 2022, Park recorded income of $1.2 million as a
result of an annual Visa incentive, compared to $1.1 million during the year
ended December 31, 2021. There was no income as a result of an annual Visa
incentive recognized during either of the three months ended December 31, 2022
or 2021.
•During the three months ended December 31, 2022, Park paid $1.4 million in
one-time bonuses, which had been accrued for during the three months ended
September 30, 2022. During the year ended December 31, 2022, Park accrued and
paid $3.2 million in one-time bonuses. During the three months and the year
ended December 31, 2021, Park accrued and paid $1.2 million in one-time bonuses
and accrued an additional $1.3 million for future one-time bonuses for
additional associates.
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•During the three months and the year ended December 31, 2022, Park incurred
expenses of $100,000 and $1.8 million, respectively, reflecting direct expenses
related to the collection of payments on former Vision Bank loan relationships,
compared to $700,000 and $1.4 million for the three months and the year ended
December 31, 2021, respectively.
•During each of the years ended December 31, 2022 and 2021, Park contributed
$4.0 million, respectively, to its charitable foundation. There was no
contribution made by Park to its charitable foundation during either of the
three months ended December 31, 2022 and 2021.
•PNB loan growth (excluding PPP loans) of 5.0% for the year ended December 31,
2022 compared to a decrease in loans (excluding PPP loans) of 0.6% for the year
ended December 31, 2021.
•Continued good credit quality with net loan charge-offs as a percentage of
average loans of 0.03% for the year ended December 31, 2022, compared to net
loan recoveries as a percentage of average loans of 0.05% for the year ended
December 31, 2021, respectively.

Net income for each of the years ended December 31, 2022 and 2021 included several items of income and expense that impacted comparability of period results. These items are detailed in the "Financial Reconciliations" section within the Financial Results News Release.

The following discussion provides additional information regarding the PNB segment, followed by additional information regarding All Other.

The Park National Bank (PNB)

The table below reflects PNB's net income for each quarter of 2022 and for the years ended December 31, 2022, 2021 and 2020.



           (In thousands)               Q4 2022     Q3 2022     Q2 2022     Q1 2022       2022         2021         2020
Net interest income                   $ 95,828    $ 92,035    $ 83,411    $ 79,372    $ 350,646    $ 328,398    $ 326,375
Provision for (recovery of) credit
losses (1)                               3,789       3,235       3,357      (4,547)       5,834       (8,554)      30,813
Other income                            25,791      28,918      29,255      31,247      115,211      126,802      124,231
Other expense                           74,170      79,070      66,214      64,216      283,670      266,678      268,938
. . .


Item 8.01 - Other Events

Declaration of Cash Dividend

As reported in the Financial Results News Release, on January 23, 2023, the Park
Board of Directors (the "Park Board") declared a $1.05 per common share
quarterly cash dividend in respect of Park's common shares. The cash dividend is
payable on March 10, 2023 to common shareholders of record as of the close of
business on February 17, 2023. A copy of the Financial Results News Release is
included as Exhibit 99.1 and the portion thereof addressing the declaration of
the quarterly cash dividend by the Park Board 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 exhibits are included with this Current Report on Form 8-K:





Exhibit No.    Description

  99.1    News Release issued by Park National Corporation on January 23, 2023
addressing financial results for the three months and the twelve months ended
December 31, 2022 and declaration of quarterly cash dividend

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)


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