Park National (PRK) 10-Q 2005 Q3 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                        to                                        

Commission File Number1-13006

Park National Corporation

(Exact name of registrant as specified in its charter)

Ohio	31-1179518
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

50 North Third Street, Newark, Ohio 43055

(Address of principal executive offices) (Zip Code)

(740) 349-8451

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yesþ Noo

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yesþ Noo

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yeso Noþ

14,130,830 Common shares, no par value per share, outstanding at October 31, 2005.

Page 1 of 36

PARK NATIONAL CORPORATION

CONTENTS

	Page
PART I. FINANCIAL INFORMATION		3
Item 1. Financial Statements		3-18
Consolidated Condensed Balance Sheets as of September 30, 2005 and December 31, 2004 (unaudited)		3
Consolidated Condensed Statements of Income for the Three Months and Nine Months Ended September 30, 2005 and 2004 (unaudited)		4-5
Consolidated Condensed Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2005 and 2004 (unaudited)		6
Consolidated Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2005 and 2004 (unaudited)		7-8
Notes to Consolidated Financial Statements		9-18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19-32
Item 3. Quantitative and Qualitative Disclosures About Market Risk		32
Item 4. Controls and Procedures		32-33
PART II. OTHER INFORMATION		34
Item 1. Legal Proceedings		34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		34
Item 3. Defaults Upon Senior Securities		35
Item 4. Submission of Matters to a Vote of Security Holders		35
Item 5. Other Information		35
Item 6. Exhibits		35
SIGNATURES		36
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

-2-

PARK NATIONAL CORPORATION

Consolidated Condensed Balance Sheets (Unaudited)
(dollars in thousands, except share data)

	September 30,			December 31,
	2005			2004
Assets:
Cash and due from banks	$	157,321		$	155,529
Federal funds sold		42,143			6,300
Interest bearing deposits		500			2,096
Securities available-for-sale, at fair value (amortized cost of $1,561,384 and $1,835,194 at September 30, 2005 and December 31, 2004)		1,552,893			1,854,335
Securities held-to-maturity, at amortized cost (fair value approximates $207,991 and $73,613 at September 30, 2005 and December 31, 2004)		213,359			72,447
Loans (net of unearned interest)		3,298,402			3,120,608
Allowance for loan losses		70,367			68,328
Net loans		3,228,035			3,052,280
Bank premises and equipment, net		47,222			43,179
Bank owned life insurance		104,296			94,909
Other assets		172,404			131,509
Total assets	$	5,518,173		$	5,412,584
Liabilities and Stockholders’ Equity:
Deposits:
Noninterest bearing	$	649,897		$	630,882
Interest bearing		3,171,415			3,058,979
Total deposits		3,821,312			3,689,861
Short-term borrowings		350,228			278,231
Long-term debt		715,593			795,793
Other liabilities		67,604			86,138
Total liabilities		4,954,737			4,850,023
COMMITMENTS AND CONTINGENCIES
Stockholders’ Equity:
Common stock (No par value; 20,000,000 shares authorized; 15,271,624 shares issued in 2005 and 15,269,707 shares issued in 2004)		208,368			208,251
Retained earnings		467,057			433,260
Treasury stock (1,082,636 shares in 2005 and 949,480 shares in 2004)		(106,470	)		(91,392	)
Accumulated other comprehensive (loss) income, net of taxes		(5,519	)		12,442
Total stockholders’ equity		563,436			562,561
Total liabilities and stockholders’ equity	$	5,518,173		$	5,412,584

SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

3

PARK NATIONAL CORPORATION

Consolidated Condensed Statements of Income (Unaudited)
(dollars in thousands, except per share data)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2005		2004		2005		2004
Interest income:
Interest and fees on loans	$	57,338	$	45,130	$	164,109	$	132,062
Interest on:
Obligations of U.S. Government, its agencies and other securities		21,229		22,187		65,778		65,714
Obligations of states and political subdivisions		1,095		1,255		3,449		3,904
Other interest income		106		32		319		83
Total interest income		79,768		68,604		233,655		201,763
Interest expense:
Interest on deposits:
Demand and savings deposits		4,111		1,821		10,601		4,834
Time deposits		10,851		8,181		30,306		24,759
Interest on borrowings:
Short-term borrowings		1,992		1,552		5,218		4,149
Long-term debt		7,263		3,240		22,122		9,073
Total interest expense		24,217		14,794		68,247		42,815
Net interest income		55,551		53,810		165,408		158,948
Provision for loan losses		1,600		2,745		4,007		6,115
Net interest income after provision for loan losses		53,951		51,065		161,401		152,833
Other income		15,154		13,009		44,720		39,927
Gain on sale of securities		—		—		96		106

Continued

SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

4

PARK NATIONAL CORPORATION

Consolidated Condensed Statements of Income (Unaudited)
(Continued)
(dollars in thousands, except per share data)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2005		2004		2005		2004
Other expense:
Salaries and employee benefits	$	19,812	$	17,838	$	59,364	$	53,082
Occupancy expense		2,113		1,803		6,544		5,267
Furniture and equipment expense		1,242		1,333		3,991		4,398
Other expense		11,175		10,118		33,181		30,165
Total other expense		34,342		31,092		103,080		92,912
Income before federal income taxes		34,763		32,982		103,137		99,954
Federal income taxes		10,468		9,435		30,730		29,344
Net income	$	24,295	$	23,547	$	72,407	$	70,610
Per Share:
Earnings per share:
Basic	$	1.70	$	1.65	$	5.06	$	4.92
Diluted	$	1.69	$	1.63	$	5.03	$	4.88
Weighted average shares:
Basic		14,256,723		14,289,060		14,300,005		14,358,027
Diluted		14,338,418		14,427,971		14,397,838		14,481,842
Cash dividends declared	$	0.90	$	0.838	$	2.70	$	2.514

SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

5

PARK NATIONAL CORPORATION

Consolidated Condensed Statements of Changes in Stockholders’ Equity (Unaudited)
(dollars in thousands, except share data)

										Accumulated
							Treasury			Other
	Common			Retained			Stock			Comprehensive			Comprehensive
Nine Months ended September 30, 2005 and 2004	Stock			Earnings			at Cost			Income (Loss)			Income
BALANCE AT JANUARY 1, 2004	$	105,895		$	486,769			($68,577	)	$	18,954
Net Income				$	70,610								$	70,610
Accumulated other comprehensive income, net of tax:
Unrealized net holding loss on securities available-for-sale, net of taxes ($2,862)											(5,316	)		(5,316	)
Total comprehensive income													$	65,294
Cash dividends on common stock:
Park at $2.514 per share					(36,104	)
Shares issued for stock options — 2,052 shares		67
Tax benefit from exercise of stock options		77
Cash paid for fractional shares — 25 shares		(3	)
Treasury stock purchased — 214,681 shares								(23,699	)
Treasury stock reissued for exercise of stock options — 53,156 shares								4,644
BALANCE AT SEPTEMBER 30, 2004	$	106,036		$	521,275			($87,632	)	$	13,638
BALANCE AT JANUARY 1, 2005	$	208,251		$	433,260			($91,392	)	$	12,442
Net Income				$	72,407								$	72,407
Accumulated other comprehensive income, net of tax:
Unrealized net holding loss on securities available-for-sale, net of taxes ($9,671)											(17,961	)		(17,961	)
Total comprehensive income													$	54,446
Cash dividends on common stock:
Park at $2.70 per share					(38,610	)
Shares issued for stock options — 1,917 shares		61
Tax benefit from exercise of stock options		56
Treasury stock purchased — 177,860 shares								(19,033	)
Treasury stock reissued for exercise of stock options — 44,704 shares								3,955
BALANCE AT SEPTEMBER 30, 2005	$	208,368		$	467,057			($106,470	)		($5,519	)

SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

6

PARK NATIONAL CORPORATION

Consolidated Condensed Statements of Cash Flows (Unaudited)
(dollars in thousands)

	Nine Months Ended
	September 30,
	2005			2004
Operating activities:
Net income	$	72,407		$	70,610
Adjustments to reconcile net income to net cash provided by operating activities:
Accretion, amortization and depreciation, net		(321	)		517
Provision for loan losses		4,007			6,115
Amortization of core deposit intangibles		1,911			1,109
Realized investment securities gains		(96	)		(106	)
Changes in assets and liabilities:
Increase in other assets		(8,151	)		(21,482	)
(Decrease) increase in other liabilities		(9,441	)		2,944
Net cash provided from operating activities		60,316			59,707
Investing activities:
Proceeds from sales of:
Available-for-sale securities		131,794			429
Proceeds from maturity of:
Available-for-sale securities		265,946			305,344
Held-to-maturity securities		46,508			46,672
Purchases of:
Available-for-sale securities		(116,721	)		(260,831	)
Held-to-maturity securities		(187,420	)		(62,659	)
Net decrease in interest bearing deposits with other banks		1,596			50
Net increase in loans		(22,930	)		(144,790	)
Proceeds from loans sold with branch office		5,273			—
Cash paid for acquisition, net		(39,227	)		—
Purchases of premises and equipment, net		(6,843	)		(4,547	)
Net cash provided from (used by) investing activities		77,976			(120,332	)

Continued

7

PARK NATIONAL CORPORATION

Consolidated Condensed Statements of Cash Flows (Unaudited)
(Continued)
(dollars in thousands)

	Nine Months Ended
	September 30,
	2005			2004
Financing activities:
Net increase in deposits	$	8,064		$	121,156
Deposits sold with branch office		(12,419	)		—
Net increase (decrease) in short-term borrowings		71,997			(44,417	)
Cash paid for fractional shares		—			(3	)
Exercise of stock options		117			141
Purchase of treasury stock, net		(15,078	)		(19,055	)
Long-term debt issued		175,939			162,897
Repayment of long-term debt		(277,779	)		(140,111	)
Cash dividends paid		(51,498	)		(48,235	)
Net cash (used by) provided from financing activities		(100,657	)		32,373
Increase (decrease) in cash and cash equivalents		37,635			(28,252	)
Cash and cash equivalents at beginning of year		161,829			169,782
Cash and cash equivalents at end of period	$	199,464		$	141,530
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	66,801		$	43,621
Income taxes	$	24,997		$	30,207
Summary of business acquisition:
Fair value of assets acquired	$	185,372
Cash paid for purchase of First Clermont Bank		(52,500	)
Fair value of liabilities assumed		161,241
Goodwill recognized		28,369

SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

8

PARK NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Nine Month Periods Ended September 30, 2005 and 2004.

Note 1 —Basis of Presentation

The consolidated financial statements included in this report have been prepared by Park National Corporation (the “Registrant”, “Corporation”, “Company”, or “Park”) without audit. In the opinion of management, all adjustments (consisting solely of normal recurring accruals) necessary for a fair presentation of results of operations for the interim periods included herein have been made. The results of operations for the periods ended September 30, 2005 are not necessarily indicative of the operating results to be anticipated for the fiscal year ending December 31, 2005.

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q, and therefore, do not include all information and footnotes necessary for a fair presentation of the condensed balance sheets, condensed statements of income, condensed statements of changes in stockholders’ equity and condensed statements of cash flows in conformity with U.S. generally accepted accounting principles. These financial statements should be read in conjunction with the financial statements incorporated by reference in the Annual Report on Form 10-K of Park for the fiscal year ended December 31, 2004 from Park’s 2004 Annual Report to Shareholders.

The operating results for the three month and nine month periods ended September 30, 2005 include the operating results from the acquisitions of First Federal Bancorp, Inc. on December 31, 2004 and First Clermont Bank on January 3, 2005. Both acquisitions were accounted for as purchases and did not have any impact on the 2004 operating results for Park.

Park does not have any off-balance sheet derivative financial instruments such as interest-rate swap agreements.

Note 2 —Acquisition, Branch Sale and Intangible Assets

On January 3, 2005, Park acquired all of the stock of First Clermont Bank (First Clermont) of Milford, Ohio for $52,500,000 in an all cash transaction accounted for as a purchase. Immediately following Park’s stock acquisition, First Clermont merged with Park’s subsidiary, The Park National Bank. First Clermont is being operated as a separate division of The Park National Bank. The goodwill recognized as a result of this acquisition was $28,369,000. The fair value of the acquired assets of First Clermont was $185,372,000 and the fair value of the liabilities assumed was $161,241,000 at January 3, 2005.

On February 11, 2005, Park’s subsidiary, Century National Bank, sold its Roseville, Ohio branch office. The Roseville branch office was acquired in connection with the acquisition of First Federal Bancorp, Inc. (First Federal) on December 31, 2004. The Federal Reserve Board required that the Roseville branch office be sold as a condition of their approval of the merger transactions involving Park and First Federal. The deposits sold with the Roseville branch office totaled $12,419,000 and the loans sold with the branch office totaled $5,273,000. Century National Bank received a premium of $1,184,000 from the sale of the deposits.

-9-

The following table shows the activity in goodwill and the core deposit intangibles during the first nine months of 2005.

			Core Deposit
(In thousands)	Goodwill		Intangibles		Total
December 31, 2004	$	34,187	$	6,700	$	40,887
First Clermont Acquisition		28,369		3,664		32,033
Roseville Branch Sale		<860>		<324>		<1,184>
Amortization		—		<1,911>		<1,911>
September 30, 2005	$	61,696	$	8,129	$	69,825

Goodwill and core deposit intangibles are included in other assets on the Consolidated Condensed Balance Sheets. Goodwill is evaluated on an annual basis for impairment. Goodwill was evaluated for impairment during the first quarter of 2005, and no impairment charge was necessary.

Core deposit intangibles are being amortized to expense using the straight-line method over periods ranging from six to eight years. Core deposit intangibles amortization expense was $637,000 for the third quarter of 2005 compared to $370,000 for the third quarter of 2004 and was $1,911,000 for the first nine months of 2005 compared to $1,109,000 for the first nine months of 2004.

Note 3 —Allowance for Loan Losses

The allowance for loan losses is that amount believed adequate to absorb estimated credit losses in the loan portfolio based on management’s evaluation of various factors including overall growth in the loan portfolio, an analysis of individual loans, prior and current loss experience, and current economic conditions. A provision for loan losses is charged to operations based on management’s periodic evaluation of these and other pertinent factors. The following table shows the activity in the allowance for loan losses for the three and nine month periods ended September 30, 2005 and 2004.

-10-

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In Thousands)	2005			2004			2005			2004
Average Loans (Net of Unearned Interest)	$	3,286,412		$	2,836,341		$	3,266,610		$	2,790,978
Allowance for Loan Losses:
Beginning Balance	$	70,352		$	64,090		$	68,328		$	63,142
Charge-Offs:
Commercial, Financial and Agricultural		709			509			1,742			1,442
Real Estate — Construction		—			150			46			150
Real Estate — Residential		226			367			446			775
Real Estate — Commercial		315			641			1,243			1,335
Consumer		1,861			2,044			5,004			5,455
Lease Financing		102			3			267			370
Total Charge-Offs		3,213			3,714			8,748			9,527
Recoveries:
Commercial, Financial and Agricultural		528			326			1,210			1,393
Real Estate — Construction		—			—			173			—
Real Estate — Residential		250			294			540			583
Real Estate — Commercial		172			22			485			52
Consumer		580			884			2,329			2,578
Lease Financing		98			92			194			403
Total Recoveries		1,628			1,618			4,931			5,009
Net Charge-Offs		1,585			2,096			3,817			4,518
Provision Charged to Earnings		1,600			2,745			4,007			6,115
Allowance for Loan Losses of Acquired Bank		—			—			1,849			—
Ending Balance	$	70,367		$	64,739		$	70,367		$	64,739
Ratio of Net Charge-Offs to Average Loans		.19	%		.29	%		.16	%		.22	%
Ratio of Allowance for Loan Losses to End of Period Loans, Net of Unearned Interest		2.13	%		2.25	%		2.13	%		2.25	%

-11-

Note 4 —Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three and nine month periods ended September 30, 2005 and 2004.

(Dollars in Thousands, except per share data)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2005		2004		2005		2004
Numerator:
Net Income	$	24,295	$	23,547	$	72,407	$	70,610
Denominator:
Denominator for basic earnings per share (weighted-average shares outstanding)		14,256,723		14,289,060		14,300,005		14,358,027
Effect of dilutive securities		81,695		138,911		97,833		123,815
Denominator for diluted earnings per share (weighted average shares outstanding adjusted for the dilutive securities)		14,338,418		14,427,971		14,397,838		14,481,842
Earnings per Share:
Basic earnings per share	$	1.70	$	1.65	$	5.06	$	4.92
Diluted earnings per share	$	1.69	$	1.63	$	5.03	$	4.88

Note 5 —Segment Information

The Corporation is a multi-bank holding company headquartered in Newark, Ohio. The operating segments for the Corporation are its financial institution subsidiaries. The Corporation’s financial institution subsidiaries are The Park National Bank (PNB), The Richland Trust Company (RTC), Century National Bank (CNB), The First-Knox National Bank of Mount Vernon (FKNB), United Bank, N.A. (UB), Second National Bank (SNB), The Security National Bank and Trust Co. (SEC), and The Citizens National Bank of Urbana (CIT).

Operating Results for the Three Months Ended September 30, 2005 (In Thousands)
																	All
	PNB		RTC		CNB		FKNB		UB		SNB		SEC		CIT		Other		TOTAL
Net Interest Income	$	18,204	$	5,086	$	6,808	$	7,875	$	2,144	$	3,359	$	7,704	$	1,474	$	2,897	$	55,551
Provision for Loan Losses		620		140		120		233		60		60		170		50		147		1,600
Other Income		6,337		1,100		1,934		1,895		503		569		2,280		388		148		15,154
Other Expense		11,297		2,743		3,955		4,446		1,590		1,869		4,876		1,076		2,490		34,342
Net Income	$	8,470	$	2,183	$	3,100	$	3,381	$	679	$	1,392	$	3,325	$	498	$	1,267	$	24,295
Balances at September 30, 2005
Assets	$	1,938,795	$	527,151	$	724,112	$	761,788	$	232,598	$	389,908	$	901,113	$	176,862	$	<134,154>	$	5,518,173

-12-

Operating Results for the Three Months Ended September 30, 2004 (In Thousands)
																	All
	PNB		RTC		CNB		FKNB		UB		SNB		SEC		CIT		Other		TOTAL
Net Interest Income	$	15,796	$	5,639	$	5,066	$	8,188	$	2,502	$	3,880	$	8,275	$	1,798	$	2,666	$	53,810
Provision for Loan Losses		1,170		255		180		495		90		90		255		60		150		2,745
Other Income		5,323		1,051		1,245		1,805		434		524		2,062		404		161		13,009
Other Expense		9,467		2,581		2,972		4,086		1,487		1,835		4,984		1,119		2,561		31,092
Net Income	$	7,105	$	2,540	$	2,113	$	3,605	$	919	$	1,706	$	3,474	$	688	$	1,397	$	23,547
Balances at September 30, 2004
Assets	$	1,667,675	$	562,451	$	503,169	$	746,617	$	242,282	$	392,802	$	912,286	$	200,906	$	<92,618>	$	5,135,570

Operating Results for the Nine Months Ended September 30, 2005 (In Thousands)
																	All
	PNB		RTC		CNB		FKNB		UB		SNB		SEC		CIT		Other		TOTAL
Net Interest Income	$	52,758	$	15,412	$	20,815	$	23,190	$	6,530	$	10,329	$	23,225	$	4,684	$	8,465	$	165,408
Provision for Loan Losses		1,460		310		210		845		130		130		335		150		437		4,007
Other Income		18,974		3,308		5,505		5,435		1,486		1,630		6,819		1,129		530		44,816
Other Expense		34,394		8,107		11,761		12,706		4,669		5,785		14,645		3,340		7,673		103,080
Net Income	$	24,253	$	6,816	$	9,516	$	10,030	$	2,187	$	4,210	$	10,142	$	1,585	$	3,668	$	72,407

Operating Results for the Nine Months Ended September 30, 2004 (In Thousands)
																	All
	PNB		RTC		CNB		FKNB		UB		SNB		SEC		CIT		Other		TOTAL
Net Interest Income	$	47,305	$	16,384	$	14,761	$	24,216	$	7,599	$	11,618	$	23,892	$	5,524	$	7,649	$	158,948
Provision for Loan Losses		2,315		540		285		1,510		230		120		475		170		470		6,115
Other Income		16,361		3,512		4,019		5,199		1,343		1,632		6,186		1,150		631		40,033
Other Expense		27,976		8,308		8,921		12,273		4,501		5,711		14,949		3,390		6,883		92,912
Net Income	$	22,615	$	7,374	$	6,405	$	10,467	$	2,843	$	5,118	$	9,904	$	2,100	$	3,784	$	70,610

The operating results of the Parent Company and Guardian Finance Company (GFC) in the All Other column are used to reconcile the segment totals to the consolidated income statements for the quarters ended September 30, 2005 and 2004. The reconciling amounts for consolidated total assets for both of the quarters ended September 30, 2005 and 2004 consist of the elimination of intersegment borrowings, and the assets of the Parent Company and GFC which are not eliminated.

Note 6 —Stock Option Plans

Park accounts for its incentive stock option plans under the recognition and measurement principles provided in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25) and related interpretations. Under APB 25, because the exercise price of Park’s employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized.

Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation”, as amended by SFAS 148, requires pro forma disclosures of net income and earnings per share for companies not adopting its fair value accounting method for stock-based employee compensation. The following pro-forma disclosures use the fair value method of SFAS 123 to measure compensation expense for stock-based employee compensation plans.

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(Dollars in thousands, except per share data)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2005		2004		2005		2004
Net income as reported	$	24,295	$	23,547	$	72,407	$	70,610
Deduct:
Total stock-based employee compensation expense determined under fair value method, net of related tax effects		—		<646>		<3,664>		<2,981>
Pro forma net income	$	24,295	$	22,901	$	68,743	$	67,629
Basic earnings per share as reported	$	1.70	$	1.65	$	5.06	$	4.92
Pro forma basic earnings per share	$	1.70	$	1.60	$	4.81	$	4.71
Diluted earnings per share as reported	$	1.69	$	1.63	$	5.03	$	4.88
Pro forma diluted earnings per share	$	1.69	$	1.59	$	4.77	$	4.67

The Park National Corporation 2005 Incentive Stock Option Plan was approved by shareholders at the Park Annual Meeting of Shareholders on April 18, 2005. This new plan authorizes a maximum of 1.5 million common shares with respect to which incentive stock options may be granted. Park granted 227,000 incentive stock options during the second quarter of 2005.

On April 14, 2005, the Securities and Exchange Commission announced the adoption of a new rule that delays the dates for compliance with Statement of Financial Accounting Standards No. 123 (revised 2004) (SFAS No. 123R). SFAS No. 123R was previously scheduled to become mandatory for public entities, such as Park, that do not file as small business issuers as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. The SEC’s new rule allows these public entities to implement SFAS No. 123R at the beginning of the next fiscal year that begins after June 15, 2005. SFAS No. 123R prohibits companies from using APB 25 for the accounting of stock options and requires that grants of stock options be charged to expense. Companies are permitted to adopt SFAS No. 123R earlier than the beginning of their next fiscal year, but the management of Park intends to adopt SFAS No. 123R on January 1, 2006.

SFAS No. 123R permits public companies to adopt its requirements using one of two methods. The “modified prospective” method recognizes compensation expense beginning with the effective date for all stock options granted after the effective date and for all stock options that become vested after the effective date. The “modified retrospective” method includes the requirements of the “modified prospective” method described above, but also permits entities to restate prior period results based on the amounts previously recognized under SFAS No. 123 for purposes of pro forma disclosures.

Park has not made a determination as to which method it will utilize upon adoption of SFAS No. 123R.

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Note 7 —Loans

The composition of the loan portfolio is as follows:

(In Thousands)	September 30,			December 31,
	2005			2004
Commercial, Financial and Agricultural		$	526,486		$	469,382
Real Estate:
Construction			185,124			155,326
Residential			1,176,826			1,190,275
Commercial			849,046			752,428
Consumer			541,163			505,151
Leases			19,757			48,046
Total Loans		$	3,298,402		$	3,120,608

Note 8 — Investment Securities

The amortized cost and fair values of investment securities are shown in the following table. Management evaluates investment securities on a quarterly basis for permanent impairment. No impairment charges have been deemed necessary in 2005 and 2004. The unrealized losses are primarily the result of changes in interest rates and will not prohibit Park from receiving its contractual principal and interest payments.

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(In Thousands)
			Gross
September 30, 2005			Unrealized		Gross Unrealized		Estimated Fair
Securities Available-for-Sale	Amortized Cost		Holding Gains		Holding Losses		Value
Obligations of U.S. Treasury and other U.S. Government Agencies	$	996	$	—	$	<3>	$	993
Obligation of States and Political Subdivisions		74,504		2,195		<19>		76,680
U.S. Government Agencies’ Asset-Backed Securities and Other Asset-Backed Securities		1,427,297		2,885		<14,005>		1,416,177
Other Equity Securities		58,587		508		<52>		59,043
Total	$	1,561,384	$	5,588	$	<14,079>	$	1,552,893

			Gross
September 30, 2005			Unrealized		Gross Unrealized		Estimated Fair
Securities Held-to-Maturity	Amortized Cost		Holding Gains		Holding Losses		Value
Obligations of States and Political Subdivisions	$	17,825	$	395	$	—	$	18,220
U.S. Government Agencies’ Asset-Backed Securities and Other Asset-Backed Securities		195,534		2		<5,765>		189,771
Total	$	213,359	$	397		<5,765>	$	207,991

(In Thousands)
			Gross
December 31, 2004			Unrealized		Gross Unrealized		Estimated Fair
Securities Available-for-Sale	Amortized Cost		Holding Gains		Holding Losses		Value
Obligations of U.S. Treasury and other U.S. Government Agencies	$	15,201	$	8	$	<3>	$	15,206
Obligation of States and Political Subdivisions		81,738		3,851		<23>		85,566
U.S. Government Agencies’ Asset-Backed Securities and Other Asset-Backed Securities		1,685,760		16,043		<1,225>		1,700,578
Other Equity Securities		52,495		501		<11>		52,985
Total	$	1,835,194	$	20,403	$	<1,262>	$	1,854,335

			Gross
December 31, 2004			Unrealized		Gross Unrealized		Estimated Fair
Securities Held-to-Maturity	Amortized Cost		Holding Gains		Holding Losses		Value
Obligations of States and Political Subdivisions	$	18,173	$	703	$	—	$	18,876
U.S. Government Agencies’ Asset-Backed Securities and Other Asset-Backed Securities		54,274		470		<7>		54,737
Total	$	72,447	$	1,173	$	<7>	$	73,613

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Note 9 –Benefit Plans

Park has a noncontributory defined benefit pension plan covering substantially all of its employees. The plan provides benefits based on an employee’s years of service and compensation.

Park’s funding policy is to contribute annually an amount that can be deducted for federal income tax purposes using a different actuarial cost method and different assumptions from those used for financial reporting purposes. A pension plan contribution of $9,688,096 was made during the first quarter of 2005.

The following table shows the components of net periodic benefit expenses.

	(In Thousands)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2005		2004		2005		2004
Service Cost	$	671	$	625	$	2,013	$	1,876
Interest Cost		689		644		2,067		1,933
Expected Return on Plan Assets		<834>		<697>		<2,502>		<2,092>
Amortization of Prior Service Cost		3		3		9		9
Recognized Net Actuarial Loss		136		124		408		373
Benefit Expense	$	665	$	699	$	1,995	$	2,099

Note 10 –Recent Accounting Pronouncements

The American Institute of Certified Public Accountants issued Statement of Position (SOP) 03-3, “Accounting for Certain Loans or Debt Securities in a Transfer”, in December 2003. SOP 03-3 addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities acquired in a transfer if those differences are attributable, at least in part, to credit quality. SOP 03-3 was effective for loans acquired in fiscal years beginning after December 31, 2004. The adoption of SOP 03-3 did not have a material impact on Park’s financial statements. This SOP was considered in the accounting for the acquisition of First Clermont on January 3, 2005.

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Emerging Issues Task Force 03-1 (EITF 03-1), The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments:

In March 2004, FASB reached a consensus on EITF 03-1, which clarifies the application of an impairment model to determine whether investments have other-than-temporary impairment. The provisions of EITF 03-1 must be applied prospectively to all current and future investments accounted for in accordance with SFAS 115, “Accounting for Certain Investments in Debt and Equity Securities.” On September 15, September 30, and November 15, 2004, the FASB issued proposed staff positions to provide guidance on the application and scope of certain paragraphs and to defer the effective date of the impairment measurement and recognition provisions contained in specific paragraphs of EITF 03-1. On June 29, 2005, FASB decided to not provide additional guidance on the meaning of other-than-temporary impairment for EITF 03-1, but directed the staff to issue FSP FAS 115-1 “The Meaning of Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair Value”. FSP FAS 115-1 will be effective for other-than-temporary impairment analyses conducted in periods beginning after December 15, 2005. The management of Park has concluded that this new accounting guidance on other-than-temporary impairment will not have a material impact on its results of operations or financial condition.

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ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis contains forward-looking statements that 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 its business plan, changes in general economic and financial market conditions, changes in banking regulations or other regulatory or legislative requirements affecting bank holding companies and changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Park does not undertake any obligation to publicly update any forward-looking statement except to the extent required by law.

Park’s Board of Directors approved a 5% stock dividend in November 2004. The additional common shares resulting from the dividend were distributed on December 15, 2004 to stockholders of record as of December 1, 2004. The consolidated financial statements, notes and references to share and per share data have been retroactively restated for the stock dividend.

The operating results for the three month and nine month periods ended September 30, 2005 include the operating results from the acquisitions of First Federal on December 31, 2004 and First Clermont on January 3, 2005. Both acquisitions were accounted for as purchases and did not have any impact on the 2004 operating results for Park.

Critical Accounting Policies

Note 1 of the Notes to Consolidated Financial Statements included in Park’s 2004 Annual Report lists significant accounting policies used in the development and presentation of its financial statements. The accounting and reporting policies of Park conform with U.S. generally accepted accounting principles and general practices within the financial services industry. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

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Park considers that the determination of the allowance for loan losses involves a higher degree of judgement and complexity than its other significant accounting policies. The allowance for loan losses is calculated with the objective of maintaining a reserve level believed by management to be sufficient to absorb estimated credit losses in the loan portfolio. Management’s determination of the adequacy of the allowance for loan losses is based on periodic evaluations of the loan portfolio and of current economic conditions. However, this evaluation is inherently subjective as it requires material estimates, including expected default probabilities, loss given default, the amounts and timing of expected future cash flows on impaired loans, and estimated losses on consumer loans and residential mortgage loans based on historical loss experience and the current economic conditions. All of those factors may be susceptible to significant change. To the extent that actual results differ from management estimates, additional loan loss provisions may be required that would adversely impact earnings for future periods.

Statement of Financial Accounting Standard (SFAS) No. 142, “Accounting for Goodwill and Other Intangible Assets” establishes standards for the amortization of acquired intangible assets and impairment assessment of goodwill. At September 30, 2005, Park had core deposit intangibles of $8.1 million subject to amortization and $61.7 million of goodwill, which was not subject to periodic amortization. Goodwill arising from business combinations represents the value attributable to unidentifiable intangible assets in the business acquired. Park’s goodwill relates to the value inherent in the banking industry and that value is dependent upon the ability of Park’s banking subsidiaries to provide quality, cost effective banking services in a competitive marketplace. The goodwill value of $61.7 million is supported by revenue that is in part driven by the volume of business transacted. A decrease in earnings resulting from a decline in the customer base or the inability to deliver cost effective services over sustained periods can lead to impairment of goodwill that could adversely impact earnings in future periods. SFAS No. 142 requires an annual evaluation of goodwill for impairment. This evaluation was performed during the first quarter of 2005 and no impairment charge was necessary.

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Comparison of Results of Operations
For the Three and Nine Month Periods Ended
September 30, 2005 and 2004

Summary Discussion of Results

Net income increased by $748,000 or 3.2% to $24.3 million for the three months ended September 30, 2005 compared to the same period in 2004. For the first nine months of 2005, net income increased by $1.8 million or 2.5% to $72.4 million compared to $70.6 million for the first three quarters of 2004. The annualized, net income to average asset ratio (ROA) was 1.74% for the third quarter of 2005 and 1.73% for the first nine months of 2005, compared to 1.84% for the third quarter of 2004 and 1.87% for the first nine months of 2004. The annualized, net income to average equity ratio (ROE) was 17.08% for the third quarter of 2005 and 17.26% for the first nine months of 2005 compared to 17.84% for the third quarter of 2004 and 17.70% for the first three quarters of 2004.

Diluted earnings per share increased by 3.7% to $1.69 for the third quarter of 2005 compared to $1.63 for the third quarter of 2004. For the first three quarters of 2005, diluted earnings per share increased by 3.1% to $5.03 compared to $4.88 for the same period in 2004.

For the three months ended September 30, 2005, income before taxes benefited from a $1.7 million increase in net interest income, a $1.1 million decrease in the provision for loan losses and a $2.1 million increase in other income. Operating expenses increased by $3.3 million in 2005 compared to 2004.

For the nine months ended September 30, 2005, income before taxes benefited from a $6.5 million increase in net interest income, a $2.1 million decrease in the provision for loan losses and a $4.8 million increase in other income. Operating expenses increased by $10.2 million in 2005 compared to 2004.

For both the three month and nine month periods ended September 30, 2005, the primary reason for the increase in net interest income, other income and operating expense is the acquisitions of First Federal on December 31, 2004 and First Clermont on January 3, 2005. First Federal had $253 million of assets at the time of its acquisition and First Clermont had $185 million of assets on January 3, 2005. The operating results from First Federal and First Clermont are not included in the operating results for Park for 2004.

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Net Interest Income Comparison for the Third Quarter of 2005 and 2004

Park’s principal source of earnings is net interest income, the difference between total interest income and total interest expense. Net interest income increased by $1.7 million or 3.2% to $55.55 million for the third quarter of 2005 compared to $53.81 million for the third quarter of 2004. The following table compares the average balance and tax equivalent yield/cost for interest earning assets and interest bearing liabilities for the third quarter of 2005 with the same quarter in 2004.

Three Months Ended September 30,
(In Thousands)

	2005					2004
			Tax					Tax
	Average		Equivalent			Average		Equivalent
	Balance		%			Balance		%
Loans	$	3,286,412		6.94	%	$	2,836,341		6.35	%
Taxable Investments		1,725,233		4.88	%		1,837,694		4.80	%
Tax Exempt Investments		92,146		6.86	%		105,113		7.09	%
Federal Funds Sold		11,865		3.56	%		4,961		2.49	%
Interest Earning Assets	$	5,115,656		6.23	%	$	4,784,109		5.77	%
Interest Bearing Deposits	$	3,196,983		1.86	%	$	2,981,788		1.33	%
Short-Term Borrowings		286,058		2.76	%		440,758		1.40	%
Long-Term Debt		763,293		3.77	%		513,785		2.51	%
Interest Bearing Liabilities	$	4,246,334		2.26	%	$	3,936,331		1.50	%
Excess Interest Earning Assets	$	869,322		3.97	%	$	847,778		4.27	%
Net Interest Margin				4.36	%				4.54	%

Average interest earning assets increased by $332 million or 6.9% to $5,116 million for the three months ended September 30, 2005 compared to the same quarter in 2004. This increase is primarily due to the acquisitions of First Federal and First Clermont, whose interest earning assets totaled $416 million at the time of their respective acquisitions. First Federal had $238 million of interest earning assets at December 31, 2004 and First Clermont had $178 million of interest earning assets at January 3, 2005.

The overall increase in average interest earning assets of $332 million or 6.9% for the third quarter of 2005 compared to the third quarter of 2004 was reduced by a reduction in the average balance of Park’s investment securities, including federal funds sold. The average balance of Park’s investment securities was $1,829 million for the third quarter of 2005 compared to $1,948 million for the third quarter of 2004, a decrease of $119 million.

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The average yield on interest earning assets increased to 6.23% for the third quarter of 2005 compared to 5.77% for the third quarter of 2004. The average federal funds rate was 3.46% for the three months ended September 30, 2005 compared to 1.48% for the same period in 2004. The Federal Reserve Board has increased the federal funds rate by 25 basis points at each of its meetings from June 30, 2004 thru September 30, 2005. As a result, the federal funds rate has increased from 1.00% at June 29, 2004 to 3.75% at September 30, 2005. Park’s management expects that the Federal Reserve Board will continue to increase the federal funds rate at a measured pace (25 basis points per meeting) for the next two meetings with the federal funds rate increasing to 4.25% by year-end 2005. Management expects that the average yield on interest earnings assets will increase during the fourth quarter of 2005.

Average loan balances increased by $450 million or 15.9% to $3,286 million for the quarter ended September 30, 2005 compared to the same period in 2004. This increase is primarily due to the acquisitions of First Federal and First Clermont, whose loans totaled $384 million at the time of their respective acquisitions. First Federal had $223 million of loans at December 31, 2004 and First Clermont had $161 million of loans at January 3, 2005. At September 30, 2005, total loans were $3,298 million compared to $3,280 million at June 30, 2005, an increase of $18 million. By comparison, total loans outstanding increased by $30 million during the second quarter of 2005 after decreasing by $27 million during the first quarter of 2005. Management expects that outstanding loan balances will increase in the fourth quarter of 2005 by approximately $25 million, similar to the growth experienced during the past two quarters. At September 30, 2005, the loan commitments for commercial loans continued to be fairly strong, however it is difficult to forecast the prepayments on existing commercial loans.

The average yield on the loan portfolio was 6.94% for the third quarter of 2005 compared to 6.35% for the same period in 2004. Management expects that the yield on the loan portfolio will continue to gradually increase as adjustable rate loans reprice at higher yields.

Average investment securities, including federal funds sold, decreased by $119 million to $1,829 million for the third quarter of 2005 compared to $1,948 million for the third quarter of 2004. By further comparison, the average balance of investment securities, including federal funds sold, were $2,020 million for the second quarter of 2005. Management sold $132 million of taxable investment securities on June 30, 2005 and did not reinvest the proceeds from the sale during the third quarter of 2005. Additionally, management did not reinvest the maturities and repayments of investment securities (approximately $118 million) during the third quarter of 2005. The cash flow from the investment portfolio has been used to reduce borrowings. If longer term interest rates would increase and improve the investment opportunities available to management, investment purchases could possibly be made during the fourth quarter of 2005. Without such an improvement in investment opportunities, management plans on using the cash flow from the maturities and repayments of investment securities (approximately $95 million) to repay borrowings during the fourth quarter of 2005.

At September 30, 2005, the tax equivalent yield on the investment portfolio was 4.95% and the average maturity of the portfolio was 4.4 years. U.S. Government Agency asset-backed securities were approximately 91% of the total investment portfolio at the end of the third quarter of 2005. This segment of the investment portfolio consists largely of seasoned fifteen-year mortgage-backed securities and seasoned fifteen-year collateralized mortgage obligations.

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The average maturity of the investment portfolio would lengthen if long-term interest rates would increase as the principal repayments from mortgage-backed securities and collateralized mortgage obligations would be reduced. Management estimates that the average maturity of the investment portfolio would lengthen to 4.8 years with a 100 basis point increase in long-term interest rates and to 5.1 years with a 200 basis point increase in long-term interest rates.

Average interest bearing liabilities increased by $310 million or 7.9% to $4,246 million for the three months ended September 30, 2005 compared to the same quarter in 2004. This increase is primarily due to the acquisitions of First Federal and First Clermont. The average cost of interest bearing liabilities increased to 2.26% for the third quarter of 2005 compared to 1.50% for the third quarter of 2004.

Average interest bearing deposits increased by $215 million or 7.2% to $3,197 million for the third quarter of 2005 compared to the third quarter of 2004. This increase was primarily due to the acquisitions of First Federal and First Clermont. At September 30, 2005, total deposits were $3,821 million compared to $3,690 million at December 31, 2004. This indicates that total deposit balances increased by $131 million during the first nine months of 2005. However, adjusting the increase in total deposits for the acquisition of First Clermont ($136 million) and the sale of the Roseville branch office ($12 million) results in total deposits increasing from organic growth by approximately $7 million during the first nine months of 2005. This small increase in deposits in 2005 is primarily due to management’s efforts to control the increase in the average cost of deposits. The average cost of interest bearing deposits increased to 1.86% for the third quarter of 2005 compared to 1.33% for the third quarter of 2004.

Average total borrowings decreased by $166 million during the third quarter of 2005 to $1,049 million compared to $1,215 million for the second quarter of 2005. This decrease in average total borrowings resulted from the cash flow from the investment portfolio being used to repay borrowings during the third quarter of 2005. The average balance of total borrowings was $955 million for the third quarter of 2004. The acquisitions of First Federal and First Clermont had a combined cash purchase price of $99 million which was funded with additional borrowings.

The average cost of short-term borrowings increased to 2.76% for the third quarter of 2005 compared to 1.40% for the same period in 2004. The average federal funds rate was 3.46% for the third quarter of 2005 compared to 1.48% for the same period in 2004. The average cost of short-term borrowings is expected to increase during the fourth quarter of 2005 due to the expected increase in the federal funds rate.

The average cost of long-term borrowings was 3.77% for the third quarter of 2005 compared to 2.51% for the third quarter of 2004. Approximately 50% of the long-term borrowings are variable rate and as a result, the average cost of long-term borrowings is expected to increase during the fourth quarter of 2005 due to the expected increase in the federal funds rate.

Net interest income increased by $1.7 million or 3.2% to $55.55 million for the third quarter of 2005 compared to $53.81 million for the third quarter of 2004. The net interest spread (the difference between the yield on interest earning assets and the cost of interest bearing liabilities) decreased by 30 basis points to 3.97% in the third quarter of 2005 compared to 4.27% in the third quarter of 2004. The increase in average earning assets of $332 million or 6.9% was the primary reason that Park was able to increase net interest income by $1.7 million for the third quarter of 2005 compared to the third quarter of 2004.

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Net Interest Income Comparison for the First Nine Months of 2005 and 2004

Net interest income increased by $6.5 million or 4.1% to $165.4 million for the nine months ended September 30, 2005 compared to $158.9 million for the first nine months of 2004. The following table compares the average balance and tax equivalent yield/cost for interest earning assets and interest bearing liabilities for the first nine months of 2005 with the same period in 2004.

Nine Months Ended September 30,
(In Thousands)

	2005					2004
			Tax					Tax
	Average		Equivalent			Average		Equivalent
	Balance		%			Balance		%
Loans	$	3,266,610		6.73	%	$	2,790,978		6.34	%
Taxable Investments		1,803,283		4.88	%		1,813,857		4.84	%
Tax Exempt Investments		95,834		7.06	%		108,137		7.21	%
Federal Funds Sold		12,001		3.56	%		7,466		1.48	%
Interest Earning Assets	$	5,177,728		6.08	%	$	4,720,438		5.78	%
Interest Bearing Deposits	$	3,204,540		1.71	%	$	2,946,887		1.34	%
Short-term Borrowings		291,075		2.40	%		426,905		1.30	%
Long-term Debt		828,495		3.57	%		502,795		2.41	%
Interest Bearing Liabilities	$	4,324,110		2.11	%	$	3,876,587		1.48	%
Excess Interest Earning Assets	$	853,618		3.97	%	$	843,851		4.30	%
Net Interest Margin				4.32	%				4.56	%

Average interest earning assets increased by $457 million or 9.7% to $5,178 million for the nine months ended September 30, 2005 compared to the same period in 2004. The average yield on interest earning assets increased to 6.08% for the first nine months of 2005 compared to 5.78% for the same period in 2004.

Average loans increased by $476 million or 17.0% to $3,267 million for the first nine months of 2005 compared to the same period in 2004. The average yield on loans increased to 6.73% for the first nine months of 2005 compared to 6.34% for the same period in 2004. The average prime lending rate was 5.93% for the first three quarters of 2005 compared to 4.16% for the first three quarters of 2004.

Average investment securities, including federal funds sold, were $1,911 million for the first nine months of 2005 compared to $1,929 million for the same period in 2004. The average yield on taxable investment securities was 4.88% for the first nine months of 2005 compared to 4.84% for the same period in 2004. The yield on taxable investment securities is expected to remain approximately the same during the fourth quarter of 2005.

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Average interest bearing liabilities increased by $448 million or 11.5% to $4,324 million for the first nine months of 2005 compared to the same period in 2004. The average cost of interest bearing liabilities increased to 2.11% for the first nine months of 2005 compared to 1.48% for the same period in 2004.

Average interest bearing deposits increased by $258 million or 8.7% to $3,205 million for the first nine months of 2005 compared to the same period in 2004. The average cost of interest bearing deposits increased to 1.71% for the first nine months of 2005 compared to 1.34% for the first nine months of 2004.

Average short-term borrowings decreased to $291 million for the first nine months of 2005 compared to $427 million for the same period in 2004. The average cost of short-term borrowings increased to 2.40% for the first nine months of 2005 compared to 1.30% for the first nine months of 2004.

Average long-term borrowings increased to $828 million for the first nine months of 2005 compared to $503 million for the same period in 2004. The average cost of long-term borrowings increased to 3.57% for the first nine months of 2005 compared to 2.41% for the same period in 2004.

Net interest income increased by $6.5 million or 4.1% to $165.4 million for the first nine months of 2005 compared to the first three quarters of 2004. The net interest spread decreased by 33 basis points to 3.97% in the first nine months of 2005 compared to 4.30% in the first nine months of 2004. The net interest margin decreased by 24 basis points to 4.32% for the first nine months of 2005 compared to 4.56% for the same period in 2004. The increase in average earnings assets of $457 million or 9.7% enabled Park to earn $6.5 million or 4.1% more in net interest income for the first nine months of 2005 compared to the same period in 2004.

In the Financial Review section of Park’s 2004 Annual Report (pages 28 and 31), management projected the following for 2005 – loans would increase by slightly more than the 6.1% annual growth rate in 2004 (page 28 under “Investment of Funds – Loans”), deposits would increase by approximately 2.5% (page 28 under “Source of Funds – Deposits”) and the net interest margin for 2005 would be approximately 4.35% (page 31 under “Earning Results”).

Loans have increased by only $21 million during the first three quarters of 2005. Loans increased by $18 million during the third quarter of 2005 and increased by $30 million during the second quarter of 2005. However, loans decreased by $27 million during the first quarter of 2005. Management expects that loans will increase during the fourth quarter of 2005, but the total loan growth for 2005 will be near 2% compared to the 6.1% annual growth rate in 2004.

Deposits have increased by only $7 million during the first three quarters of 2005. Deposits decreased by $40 million during the third quarter of 2005 after increasing by $22 million during the second quarter of 2005 and increasing by $25 million during the first quarter of 2005. Management expects that deposit balances will increase during the fourth quarter of 2005 as a seasonal pattern causes the balances of transaction accounts to generally increase during the fourth quarter of each year.

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The net interest margin for the first nine months of 2005 was 4.32% and 4.36% for the third quarter of 2005. Management expects that the net interest margin will further improve during the fourth quarter of 2005 and be approximately 4.35% for the entire year of 2005.

Provision for Loan Losses

The provision for loan losses decreased by $1.1 million to $1.6 million for the third quarter of 2005 compared to $2.7 million for the same period in 2004. Net loan charge-offs were $1.6 million for the third quarter of 2005 compared to $2.1 million for the third quarter of 2004. Net loan charge-offs as an annualized percentage of average loans were .19% for the third quarter of 2005 and .29% for the third quarter of 2004.

The provision for loan losses decreased by $2.1 million to $4.0 million for the first nine months of 2005 compared to $6.1 million for the same period in 2004. Net loan charge-offs were $3.8 million for the first nine months of 2005 compared to $4.5 million for the same period in 2004. Net loan charge-offs as an annualized percentage of average loans were .16% for the first nine months of 2005 and .22% for the same period in 2004.

The reserve for loan losses as a percentage of outstanding loans was 2.13% at September 30, 2005 compared to 2.19% at December 31, 2004 and 2.25% at September 30, 2004. Nonperforming loans, defined as loans that are 90 days past due, renegotiated loans and nonaccrual loans were $29.1 million or .88% of loans at September 30, 2005 compared to $28.8 million or .92% of loans at December 31, 2004 and $27.5 million or .96% of loans at September 30, 2004.

The net loan charge-off ratio for the past four years has been .28% for 2004, .43% for 2003, .48% for 2002 and .37% for 2001. Management expects that the net loan charge-off ratio and net loan charge-offs for all of 2005 will be below the results for 2004 and as a result anticipates that the loan loss provision for the year 2005 will be less than the loan loss provision for all of 2004 of $8.6 million. See Footnote 3 for a discussion of the factors considered by management in determining the provision for loan losses.

	September 30,			December 31,
Nonperforming Assets	2005			2004
	(Dollars in thousands)
Nonaccrual Loans	$	15,458		$	17,873
Renegotiated Loans		6,078			5,461
Loans Past Due 90 Days or More		7,536			5,439
Total Nonperforming Loans		29,072			28,773
Other Real Estate Owned		2,160			2,680
Total Nonperforming Assets		31,232		$	31,453
Percentage of Nonperforming Loans to Loans, Net of Unearned Interest		.88	%		.92	%
Percentage of Nonperforming Assets to Loans, Net of Unearned Interest		.95	%		1.01	%
Percentage of Nonperforming Assets to Total Assets		.57	%		.58	%

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Total Other Income

Total other income increased by $2.1 million or 16.5% to $15.2 million for the three months ended September 30, 2005 and increased by $4.8 million or 12.0% to $44.7 million for the nine months ended September 30, 2005 compared to the same periods in 2004. The following table is a summary of the change in total other income.

(In Thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005		2004		Change		2005		2004		Change
Fees from Fiduciary Activities	$	2,933	$	2,701	$	232	$	8,900	$	8,243	$	657
Service Charges on Deposit Accounts		4,659		4,125		534		13,116		11,671		1,445
Other Service Income		2,814		2,281		533		7,920		7,744		176
Other Income		4,748		3,902		846		14,784		12,269		2,515
Total	$	15,154	$	13,009	$	2,145	$	44,720	$	39,927	$	4,793

The increase in total other income for both periods is primarily due to the acquisitions of First Federal and First Clermont.

First Federal and First Clermont did not earn any fees from fiduciary activities. The growth in this fee income is primarily due to an increase in the number of trust account customers and the growth in trust account balances.

The increase in service charges on deposit accounts is due to the acquisition of First Federal and First Clermont. Without the acquisitions, service charges on deposit accounts for 2005 would be approximately the same as in 2004.

Other service income is the fee income earned from the origination and sale of fixed rate mortgage loans and the fees earned from servicing the fixed rate mortgage loans and other consumer loans. This fee income includes the capitalization and amortization of mortgage loan servicing rights. The volume of fixed rate mortgage loan originations have slightly increased in 2005 compared to 2004 and as a result, the related fee income increased in 2005 compared to 2004.

The subcategory of other income includes fees earned from Park’s check card product, fee income from the sale of printed checks, fees earned from automatic teller machines and all other sources of fee income. About one third of the increase in this subcategory of fee income was due to the acquisitions and the remaining increase was primarily due to increases in volume of transactions with customers.

Total other income for Park was $52.6 million for the entire year of 2004. The increase in total other income for the first nine months of 2005 was $4.8 million or 12.0% compared to the same period in 2004. Management expects that total other income will be approximately $59 million for the entire year of 2005, a projected increase of 12.1% compared to 2004. This estimate for 2005 is consistent with the guidance provided in the Financial Review section (page 31 under “Other Income”) of Park’s 2004 Annual Report.

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Gain (Loss) on Sale of Securities

A gain on the sale of investment securities of $96,000 was realized during the second quarter of 2005. Park sold $132 million of U.S. Agency fifteen year mortgage-backed securities at a sales yield of 4.59%. The proceeds from the sale were used to repay borrowed money.

A gain on the sale of investment securities of $106,000 was realized during the first quarter of 2004. This gain was from the sale of equity investments.

Other Expense

Total other expense increased by $3.3 million or 10.5% to $34.3 million for the three months ended September 30, 2005 and increased by $10.2 million or 10.9% to $103.1 million for the nine months ended September 30, 2005 compared to the same periods in 2004. The increase in total other expense for both periods is primarily due to the acquisitions of First Federal and First Clermont. Full-time equivalent employees were 1,811 at September 30, 2005 compared to 1,705 at September 30, 2004, an increase of 106 or 6.2% in full-time equivalent employees. The two acquisitions account for the total increase in full-time equivalent employees.

Salaries and employee benefits expense increased by $2.0 million or 11.1% to $19.8 million for the third quarter of 2005 compared to $17.8 million for the third quarter of 2004. Salaries and employee benefits expense increased by $6.3 million or 11.8% to $59.4 million for the first nine months of 2005 compared to $53.1 million for the same period in 2004. The increase for both periods is primarily due to the acquisitions of First Federal and First Clermont.

Total other expense for Park was $126.3 million for the entire year of 2004. If total other expense increased at the same rate as the first nine months of 2005 (10.9%) for the entire year, total other expense would be $140.1 million for 2005. Management expects that total other expense will be approximately $140 million for 2005. This estimate of total other expense for 2005 is slightly less than the guidance provided in the Financial Review Section (page 31 under “Other Expense”) of Park’s 2004 Annual Report.

Federal Income Taxes

Federal income tax expense was $10.5 million and $30.7 million, respectively, for the three and nine month periods ended September 30, 2005 compared to $9.4 million and $29.3 million for the same periods in 2004. The ratio of federal income tax expense to income before taxes was 30.1% for the three months ended September 30, 2005 and 29.8% for the nine months ended September 30, 2005 compared to 28.6% for the third quarter of 2004 and 29.4% for the first three quarters of 2004. The statutory federal income tax rate was 35% for both 2005 and 2004. The difference between the effective federal income tax rate and the statutory rate is primarily due to tax exempt interest income from state and municipal loans and investments and low income housing tax credits.

Park and its subsidiary banks do not pay state income tax to the state of Ohio, but pay a franchise tax based on their year-end equity. The franchise tax expense is included in other expense. State tax expense was $699,000 and $2.2 million, respectively, for the three and nine month periods ended September 30, 2005 compared to $661,000 and $2.0 million for the same periods in 2004.

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Comparison of Financial Condition
At September 30, 2005 and December 31, 2004

Changes in Financial Condition and Liquidity

Total assets increased by $106 million or 2.0% to $5,518.2 million at September 30, 2005 compared to $5,412.6 million at December 31, 2004. The increase in total assets was primarily due to the acquisition of First Clermont Bank on January 3, 2005. The First Clermont Division of The Park National Bank had total assets of $228 million at September 30, 2005.

Loan balances increased by $178 million or 5.7% to $3,298.4 million at September 30, 2005 compared to $3,120.6 million at December 31, 2004. However, adjusting this growth number by the loan balances acquired in the acquisition of First Clermont ($161 million) and by the loans sold with the Roseville branch office ($5 million), loan balances increased by approximately $21 million during the first nine months of 2005. Loan balances increased by a total of $48 million during the third and second quarters of 2005 after decreasing by $27 million in the first quarter of 2005. Management expects that loan balances will increase during the fourth quarter as loan commitments for commercial loans continue to be fairly strong.

Investment securities decreased by $160.5 million or 8.3% to $1,766.3 million at September 30, 2005 compared to $1,926.8 million at December 31, 2004. Management did not purchase any investment securities during the third quarter of 2005, but used the cash flow from the maturities and repayments of investment securities (approximately $118 million) to repay borrowings.

Total liabilities increased by $105 million or 2.2% to $4,954.7 million at September 30, 2005 compared to $4,850.0 million at December 31, 2004.

Total deposits increased by $131 million or 3.6% to $3,821.3 million at September 30, 2005 compared to $3,689.9 million at December 31, 2004. The deposits acquired in the acquisition of First Clermont were $136 million and the deposits sold with the Roseville branch office were $12 million. The net increase in deposits was $7 million for the first nine months of 2005 after adjusting for the acquisition of First Clermont and the sale of the Roseville branch office.

Total borrowed money decreased by $8 million to $1,065.8 million at September 30, 2005 compared to $1,074.0 million at December 31, 2004.

The increase or decrease in the investment securities portfolio and short- and long-term debt is greatly dependent upon the growth in loans and deposits. The primary objective of management is to grow loan and deposit totals. To the extent that management is unable to grow loan totals at a desired growth rate, additional investment securities may be added to the balance sheet. Likewise, both short- and long-term debt are utilized to fund the growth in earning assets if the growth in deposits and cash flow from operations is not sufficient to do so.

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Effective liquidity management ensures that the cash flow requirements of depositors and borrowers, as well as the operating cash needs of the Corporation, are met. Funds are available from a number of sources, including the securities portfolio, the core deposit base, Federal Home Loan Bank borrowings, and the capability to securitize or package loans for sale. The Corporation’s loan to asset ratio was 59.8% at September 30, 2005 compared to 57.7% at December 31, 2004 and 56.0% at September 30, 2004. Cash and cash equivalents totaled $199 million at September 30, 2005 compared to $162 million at December 31, 2004 and $142 million at September 30, 2004. The present funding sources provide more than adequate liquidity for the Corporation to meet its cash flow needs.

Capital Resources

Stockholders’ equity at September 30, 2005 was $563 million or 10.21% of total assets compared to $563 million or 10.39% of total assets at December 31, 2004 and $553 million or 10.77% of total assets at September 30, 2004.

Financial institution regulators have established guidelines for minimum capital ratios for banks, thrifts, and bank holding companies. The net unrealized gain or loss on available-for-sale securities is generally not included in computing regulatory capital. The minimum leverage capital ratio (defined as stockholders’ equity less intangible assets divided by tangible assets) is 4% and the well capitalized ratio is greater than or equal to 5%. Park’s leverage ratio was 9.11% at September 30, 2005 and 10.10% at December 31, 2004. The minimum Tier I risk-based capital ratio (defined as leverage capital divided by risk-adjusted assets) is 4% and the well capitalized ratio is greater than or equal to 6%. Park’s Tier I risk-based capital ratio was 14.21% at September 30, 2005 and 15.16% at December 31, 2004. The minimum total risk-based capital ratio (defined as leverage capital plus supplemental capital divided by risk-adjusted assets) is 8% and the well capitalized ratio is greater than or equal to 10%. Park’s total risk-based capital ratio was 15.48% at September 30, 2005 and 16.43% at December 31, 2004.

The financial institution subsidiaries of Park each met the well capitalized capital ratio guidelines at September 30, 2005. The following table indicates the capital ratios for each subsidiary and Park at September 30, 2005:

				Tier I			Total
	Leverage			Risk-Based			Risk-Based
Park National Bank		7.20	%		10.21	%		12.98	%
Richland Trust Company		7.21	%		12.51	%		13.77	%
Century National Bank		7.28	%		11.59	%		13.54	%
First-Knox National Bank		6.71	%		10.49	%		13.85	%
Second National Bank		6.46	%		11.30	%		14.77	%
United Bank, N.A.		6.80	%		13.34	%		14.60	%
Security National Bank		6.60	%		11.81	%		15.92	%
Citizens National Bank		7.07	%		14.93	%		20.25	%
Park National Corporation		9.11	%		14.21	%		15.48	%
Minimum Capital Ratio		4.00	%		4.00	%		8.00	%
Well Capitalized Ratio		5.00	%		6.00	%		10.00	%

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Contractual Obligations and Commitments

In the ordinary course of operations, Park enters into certain contractual obligations. Such obligations include the funding of operations through debt issuances as well as leases for premises. See Page 35 of Park’s 2004 Annual Report for disclosure concerning contractual obligations and commitments at December 31, 2004. There has not been a material change in Park’s contractual obligations or commitments since year-end 2004, except for the completion of the acquisition of First Clermont on January 3, 2005 for a cash purchase price of $52.5 million. The completion of this acquisition reduced Park’s regulatory capital ratios at September 30, 2005 compared to December 31, 2004. The First Clermont Division of The Park National Bank added $196 million of tangible assets at September 30, 2005 and $32 million of intangible assets which are deducted from regulatory capital.

ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Off-Balance Sheet Arrangements

See Footnote 1 for disclosure that Park does not have any off-balance sheet derivative financial instruments. Park is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include loan commitments and standby letters of credit. The loan commitments are generally for variable rates of interest. See page 54 and page 55 of Park’s 2004 Annual Report for additional information on loan commitments. There has not been a material change in Park’s off-balance sheet arrangements since year-end 2004.

Management reviews interest rate sensitivity on a quarterly basis by modeling the financial statements under various interest rate scenarios. The primary reason for these efforts is to guard Park from adverse impacts of unforeseen changes in interest rates. Management continues to believe that further changes in interest rates will have a small impact on net income, consistent with the disclosure on page 34 of our 2004 Annual Report, which is incorporated by reference into our 2004 Form 10-K.

ITEM 4 — CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

With the participation of the Chairman of the Board and Chief Executive Officer (the principal executive officer) and the Chief Financial Officer (the principal financial officer) of Park, Park’s management has evaluated the effectiveness of Park’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the quarterly period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, Park’s Chairman of the Board and Chief Executive Officer and Park’s Chief Financial Officer have concluded that:

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• information required to be disclosed by Park in this Quarterly Report on Form 10-Q and other reports that Park files or submits under the Exchange Act would be accumulated and communicated to Park’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure;

• information required to be disclosed by Park in this Quarterly Report on Form 10-Q and the other reports that Park files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and

• Park’s disclosure controls and procedures are effective as of the end of the quarterly period covered by this Quarterly Report on Form 10-Q to ensure that material information relating to Park and its consolidated subsidiaries is made known to them, particularly during the period in which this Quarterly Report on Form 10-Q is being prepared.

Changes in Internal Control over Financial Reporting

There were no changes in Park’s internal control over financial reporting (as defined in Rule 13a – 15 (f) under the Exchange Act) that occurred during Park’s fiscal quarter ended September 30, 2005, that have materially affected, or are reasonably likely to materially affect, Park’s internal control over financial reporting.

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PARK NATIONAL CORPORATION

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Park National Corporation is not engaged in any legal proceedings of a material nature
at the present time.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

(a.)	Not applicable
(b.)	Not applicable
(c.)	The following table provides information regarding purchases of Park’s common shares made by or on behalf of Park during the three months ended September 30, 2005:

					Total Number of
					Common Shares			Maximum Number of
					Purchased as Part			Common Shares that
	Total Number of				of Publicly			May Yet be
	Common Shares		Average Price Paid		Announced Plans or			Purchased under the
Period	Purchased		per Common Share		Programs			Plans or Programs (1)
July 1 thru July 31, 2005		—		—		—			1,724,266
August 1 thru August 31, 2005		40,000	$	106.78		40,000	(2)		1,683,493
September 1 thru September 30, 2005		55,176	$	108.16		55,176	(2)		1,619,588

(1)	The number shown represents, as of the end of each period, the maximum aggregate number of common shares that may yet be purchased as part of Park’s publicly announced repurchase program to fund the Park National Corporation 2005 and 1995 Incentive Stock Option Plans as well as Park’s publicly announced stock repurchase program.
	On November 18, 2002, Park announced a stock repurchase program under which up to an aggregate of 500,000 common shares may be repurchased from time to time over the three year period ending November 17, 2005. These repurchases may be made in open market transactions or through privately negotiated transactions. As of September 30, 2005, Park had the authority to still repurchase an aggregate of 439,263 common shares under this stock repurchase program.
	The Park National Corporation 2005 Incentive Stock Option Plan (the “2005 Plan”) was adopted by the Board of Directors of Park on January 18, 2005 and was approved by the shareholders at the Annual Meeting of Shareholders on April 18, 2005. Under the 2005 Plan, 1,500,000 common shares are authorized for delivery upon the exercise of incentive stock options granted under the 2005 Plan. All of the common shares delivered upon the exercise of incentive stock options granted under the 2005 Plan are to be treasury shares. As of September 30, 2005, incentive stock options covering 227,000 common shares were outstanding and 1,273,000 common shares were available for future grants.

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	The Park National Corporation 1995 Incentive Stock Option Plan (the “1995 Plan”) was adopted April 17, 1995, and amended April 20, 1998 and April 16, 2001. Pursuant to the terms of the 1995 Plan, all of the common shares delivered upon exercise of incentive stock options granted under the 1995 Plan are to be treasury shares. No incentive stock options may be granted under the 1995 Plan after January 16, 2005. As of September 30, 2005, incentive stock options covering 605,676 common shares were outstanding.
	Incentive stock options, covering both the 2005 Plan and the 1995 Plan, of 832,676 common shares were outstanding as of September 30, 2005 and 1,273,000 common shares were available for future grants. With 925,351 common shares held as treasury shares for purposes of the 2005 Plan and 1995 Plan at September 30, 2005, an additional 1,180,325 common shares remain authorized for repurchase for purposes of funding the 2005 Plan and 1995 Plan.
(2)	All of the common shares reported were purchased in the open market under Park’s publicly announced stock repurchase program.

Item 3.Defaults Upon Senior Securities

Not applicable.

Item 4.Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5.Other Information

Not applicable.

Item 6.Exhibits

Exhibits

31.1	Rule 13a – 14(a) / 15d – 14(a) Certification (Principal Executive Officer)
31.2	Rule 13a – 14(a) / 15d – 14(a) Certification (Principal Financial Officer)
32.1	Section 1350 Certification (Principal Executive Officer)
32.2	Section 1350 Certification (Principal Financial Officer)

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SIGNATURES

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 thereunto duly authorized.

	PARK NATIONAL CORPORATION
DATE:November 4, 2005		BY: /s/C. Daniel DeLawder
		C. Daniel DeLawder
		Chairman of the Board and
		Chief Executive Officer
DATE:November 4, 2005		BY: /s/John W. Kozak
		John W. Kozak
		Chief Financial Officer

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