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 our business plan successfully and within the
expected timeframe as well as our ability to manage strategic initiatives;
•current and future economic and financial market conditions, either nationally
or in the states in which Park and our subsidiaries do business, that may
reflect deterioration in business and economic conditions, including the effects
of higher unemployment rates, an acceleration in the pace of inflation, interest
rate fluctuations, changes in the economy or global supply chain, supply-demand
imbalances affecting local real estate prices, U.S. fiscal debt, budget and tax
matters, geopolitical matters (including the impact of
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the Russia-Ukraine conflict and associated sanctions and export controls), and
any slowdown in global economic growth, in addition to the continuing impact of
the COVID pandemic and recovery therefrom on our customers' operations and
financial condition, any of which may result in adverse impacts on the demand
for loan, deposit and other financial services, delinquencies, defaults and
counterparties' inability to meet credit and other obligations and the possible
impairment of collectability of loans;
•factors that can impact the performance of our loan portfolio, including
changes in real estate values and liquidity in our primary market areas, the
financial health of our commercial borrowers and the success of construction
projects that we finance, including any loans acquired in acquisition
transactions;
•the effect of monetary and other fiscal policies (including the impact of money
supply, market interest rate policies and policies impacting inflation, of the
Federal Reserve Board, the U.S. Treasury and other governmental agencies) as
well as disruption in the liquidity and functioning of U.S. financial markets,
may adversely impact prepayment penalty income, mortgage banking income, income
from fiduciary activities, the value of securities, deposits and other financial
instruments, in addition to the loan demand and the performance of our loan
portfolio, and the interest rate sensitivity of our consolidated balance sheet
as well as reduce net interest margins;
•changes in the federal, state, or local tax laws may adversely affect the fair
values of net deferred tax assets and obligations of state and political
subdivisions held in Park's investment securities portfolio and otherwise
negatively impact our financial performance;
•the impact of the changes in federal, state and local governmental policy,
including the regulatory landscape, capital markets, elevated government debt,
potential changes in tax legislation that may increase tax rates, infrastructure
spending and social programs;
•changes in laws or requirements imposed by Park's regulators impacting Park's
capital actions, including dividend payments and stock repurchases;
•changes in consumer spending, borrowing and saving habits, whether due to
changes in retail distribution strategies, consumer preferences and behaviors,
changes in business and economic conditions, legislative and regulatory
initiatives, or other factors may be different than anticipated;
•changes in customers', suppliers', and other counterparties' performance and
creditworthiness, and Park's expectations regarding future credit losses and our
allowance for credit losses, may be different than anticipated due to the
continuing impact of and the various responses to inflationary pressures;
•Park may have more credit risk and higher credit losses to the extent there are
loan concentrations by location or industry of borrowers or collateral;
•the volatility from quarter to quarter of mortgage banking income, whether due
to interest rates, demand, the fair value of mortgage loans, or other factors;
•the adequacy of our internal controls and risk management program in the event
of changes in the market, economic, operational (including those which may
result from our associates working remotely), asset/liability repricing, legal,
compliance, strategic, cybersecurity, liquidity, credit and interest rate risks
associated with Park's business;
•competitive pressures among financial services organizations could increase
significantly, including product and pricing pressures (which could in turn
impact our credit spreads), changes to third-party relationships and revenues,
changes in the manner of providing services, customer acquisition and retention
pressures, and Park's ability to attract, develop and retain qualified banking
professionals;
•uncertainty regarding the nature, timing, cost and effect of changes in banking
regulations or other regulatory or legislative requirements affecting the
respective businesses of Park and our subsidiaries, including major reform of
the regulatory oversight structure of the financial services industry and
changes in laws and regulations concerning taxes, FDIC insurance premium levels,
pensions, bankruptcy, consumer protection, rent regulation and housing,
financial accounting and reporting, environmental protection, insurance, bank
products and services, bank and bank holding company capital and liquidity
standards, fiduciary standards, securities and other aspects of the financial
services industry, specifically the reforms provided for in the CARES Act and
the follow-up legislation in the Consolidated Appropriations Act, 2021, the
American Rescue Plan Act of 2021, the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 (the "Dodd-Frank Act") and the Basel III regulatory
capital reforms, as well as regulations already adopted and which may be adopted
in the future by the relevant regulatory agencies, including the Consumer
Financial Protection Bureau, the Office of the Comptroller of the Currency, the
Federal Deposit Insurance Corporation, and the Federal Reserve Board, to
implement the provisions of the CARES Act and the follow-up legislation in the
Consolidated Appropriations Act, 2021, the provisions of the American Rescue
Plan Act of 2021, the provisions of the Dodd-Frank Act, and the Basel III
regulatory capital reforms;
•Park's ability to meet heightened supervisory requirements and expectations;
•the effect of changes in accounting policies and practices, as may be adopted
by the Financial Accounting Standards Board (the "FASB"), the SEC, the Public
Company Accounting Oversight Board and other regulatory agencies, may adversely
affect Park's reported financial condition or results of operations;
•Park's assumptions and estimates used in applying critical accounting policies
and modeling, including under the CECL model, which may prove unreliable,
inaccurate or not predictive of actual results;
•the possibility that future credit losses may be higher than currently expected
due to changes in economic assumptions;
•the impact of Park's ability to anticipate and respond to technological changes
on Park's ability to respond to customer needs and meet competitive demands;
•operational issues stemming from and/or capital spending necessitated by the
potential need to adapt to industry changes in information technology systems on
which Park and our subsidiaries are highly dependent;
•the ability to secure confidential information and deliver products and
services through the use of computer systems and telecommunications networks,
including those of Park's third-party vendors and other service providers, which
may prove inadequate, and could adversely affect customer confidence in Park
and/or result in Park incurring a financial loss;
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•a failure in or breach of Park's operational or security systems or
infrastructure, or those of our third-party vendors and other service providers,
resulting in failures or disruptions in customer account management, general
ledger, deposit, loan, or other systems, including as a result of cyber attacks;
•the impact on Park's business and operating results of any costs associated
with obtaining rights in intellectual property claimed by others and of the
adequacy of Park's intellectual property protection in general;
•the existence or exacerbation of general geopolitical instability and
uncertainty as well as the effect of trade policies (including the impact of
potential or imposed tariffs, a U.S. withdrawal from or significant
renegotiation of trade agreements, trade wars and other changes in trade
regulations, closing of border crossings and changes in the relationship of the
U.S. and its global trading partners);
•the impact on financial markets and the economy of any changes in the credit
ratings of the U.S. Treasury obligations and other U.S. government-backed debt,
as well as issues surrounding the levels of U.S., European and Asian government
debt and concerns regarding the growth rates and financial stability of certain
sovereign governments, supranationals and financial institutions in Europe and
Asia and the risk they may face difficulties servicing their sovereign debt;
•the effect of a fall in stock market prices on Park's asset and wealth
management businesses;
•our litigation and regulatory compliance exposure, including the costs and
effects of any adverse developments in legal proceedings or other claims, the
costs and effects of unfavorable resolution of regulatory and other governmental
examinations or other inquiries, and liabilities and business restrictions
resulting from litigation and regulatory investigations;
•continued availability of earnings and excess capital sufficient for the lawful
and prudent declaration of dividends;
•the impact on Park's business, personnel, facilities or systems of losses
related to acts of fraud, scams and schemes of third parties;
•the impact of widespread natural and other disasters, pandemics (including the
COVID pandemic), dislocations, regional or national protests and civil unrest
(including any resulting branch closures or damages), military or terrorist
activities or international hostilities (especially in light of the
Russia-Ukraine conflict) on the economy and financial markets generally and on
us or our counterparties specifically;
•a worsening of the U.S. economy due to financial, political, or other shocks;
•the effect of healthcare laws in the U.S. and potential changes for such laws,
especially in light of the COVID pandemic, which may increase our healthcare and
other costs and negatively impact our operations and financial results;
•risk and uncertainties associated with Park's entry into new geographic markets
with our most recent acquisitions, including expected revenue synergies and cost
savings from recent acquisitions not being fully realized or realized within the
expected time frame;
•uncertainty surrounding the transition from the LIBOR to an alternate reference
rate;
•a continuation of recent turmoil in the financial services industry, and the
impact of responsive measures to mitigate and manage such turmoil, including
potential increased supervisory and regulatory actions and costs;
•and other risk factors relating to the financial services industry as detailed
from time to time in Park's reports filed with the SEC including those described
in "Item 1A. Risk Factors" of Part I of Park's Annual Report on Form 10-K for
the fiscal year ended December 31, 2022 and "Item 1A. Risk Factors" of Part II
of this Quarterly Report on Form 10-Q.

Park does not undertake, and specifically disclaims any obligation, to publicly
release the results of any revisions that may be made to update any
forward-looking statement to reflect the events or circumstances after the date
on which the forward-looking statement was made, or reflect the occurrence of
unanticipated events, except to the extent required by applicable law.

Non-U.S. GAAP Financial Measures



This Management's Discussion and Analysis (or "MD&A") contains non-U.S. GAAP
financial measures where management believes it to be helpful in understanding
Park's results of operations or financial position. Where non-U.S. GAAP
financial measures are used, the comparable U.S. GAAP financial measure, as well
as the reconciliation to the comparable U.S. GAAP financial measure, can be
found herein.

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.

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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-U.S. GAAP Financial Measures
Park's management uses certain non-U.S. 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 common share and pre-tax,
pre-provision net income.

Management has included in the tables included within the "Items Impacting
Comparability" section of this MD&A 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
common share and pre-tax, pre-provision net income for the three months ended
and at March 31, 2023 and March 31, 2022. For the purpose of calculating the
annualized return on average tangible equity, a non-U.S.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-U.S. 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-U.S. 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 common share, a non-U.S. 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-U.S. 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.

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 common share and
pre-tax, pre-provision net income presents additional information to the reader
of the condensed consolidated financial statements, which, when read in
conjunction with the condensed consolidated financial statements prepared in
accordance with U.S. GAAP, assists in analyzing Park's operating performance,
ensures comparability of operating performance from period to period, and
facilitates comparisons with the performance of Park's peer financial holding
companies and bank holding companies, while eliminating certain non-operational
effects of acquisitions. In the tables included within the "Items Impacting
Comparability" section of this MD&A, Park has provided a reconciliation of
average tangible equity to average shareholders' equity, average tangible assets
to average assets, tangible equity to total shareholders' equity, tangible
assets to total assets, and pre-tax, pre-provision net income to net income
solely for the purpose of complying with SEC Regulation G and not as an
indication that 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 common share and pre-tax, pre-provision net income are
substitutes for the annualized return on average equity, the annualized return
on average assets, the total shareholders' equity to total assets ratio, book
value per common share and net income, respectively, as determined in accordance
with U.S. GAAP.

FTE (fully taxable equivalent) Financial Measures
Interest income, yields, and ratios on a FTE basis are considered non-U.S. GAAP
financial measures. Management believes net interest income on a FTE basis
provides an insightful picture of the interest margin for comparison purposes.
The FTE basis also allows management to assess the comparability of revenue
arising from both taxable and tax-exempt sources. The FTE basis assumes a
federal corporate income tax rate of 21 percent. In the tables included within
the "Items Impacting Comparability" section of this MD&A, Park has provided a
reconciliation of FTE interest income solely for the purpose of complying with
SEC Regulation G and not as an indication that FTE interest income, yields and
ratios are substitutes for interest income, yields and ratios, as determined in
accordance with U.S. GAAP.

Paycheck Protection Program ("PPP") Loans
Park originated an aggregate of $764.7 million in loans 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. These loans are not typical of Park's
loan portfolio in that they are part of a specific government program to support
businesses during the COVID pandemic and are 100% guaranteed by SBA. As such,
management considers growth in the loan portfolio excluding PPP loans, the total
allowance for
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credit losses to total loans ratio (excluding PPP loans), and general reserve on
collectively evaluated loans as a percentage of total collectively evaluated
loans (excluding PPP loans) in addition to the related U.S. GAAP metrics which
are not adjusted for PPP loans.

Critical Accounting Policies



Note 1 of the Notes to Consolidated Financial Statements included in Park's 2022
Form 10-K lists significant accounting policies used in the development and
presentation of Park's consolidated financial statements. The accounting and
reporting policies of Park conform with U.S. GAAP and general practices within
the financial services industry. The preparation of financial statements in
conformity with U.S. GAAP 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.

Recent bank failures have called into question the stability of the financial
services industry. While Park is well capitalized and has significant available
liquidity, the effects of these failures and potential future failures may
meaningfully impact significant estimates such as the allowance for credit
losses, goodwill, and pension plan obligations and related expenses.

Allowance for Credit Losses: Park believes the determination of the allowance
for credit losses involves a higher degree of judgment and complexity than its
other significant accounting policies. The allowance for credit losses is
calculated with the objective of maintaining a reserve level believed by
management to be sufficient to absorb estimated credit losses over the life of
an asset or an off-balance sheet credit exposure. Management's determination of
the adequacy of the allowance for credit losses is based on periodic evaluations
of past events, including historical credit loss experience on financial assets
with similar risk characteristics, current conditions, and reasonable and
supportable forecasts that affect the collectability of the remaining cash flows
over the contractual term of the financial assets. However, this evaluation has
subjective components requiring material estimates, including expected default
probabilities, the expected LGD, the amounts and timing of expected future cash
flows on individually evaluated loans, and estimated losses based on historical
loss experience and forecasted economic conditions. All of these factors may be
susceptible to significant change. To the extent that actual results differ from
management estimates, additional provisions for credit losses may be required
that would adversely impact earnings in future periods.

One of the most significant judgments impacting the ACL estimate is the economic
forecast for Ohio unemployment, Ohio GDP, and Ohio HPI. Changes in the economic
forecast could significantly affect the estimated credit losses which could
potentially lead to materially different allowance levels from one reporting
period to the next.

In calculating the ACL, management weighs several different scenarios, including
a baseline (most likely) scenario and an adverse scenario. To create
hypothetical sensitivity analyses, management calculated a quantitative
allowance using a 100% weighting applied to a baseline scenario and a
quantitative allowance using a 100% weighting applied to an adverse scenario.
The adverse scenario assumes among other things that: (1) the military conflict
between Russia and Ukraine persists longer than anticipated worsening
supply-chain conditions and increasing shortages of many goods; (2) supply-chain
shortages weaken manufacturing; (3) inflation remains elevated, though slightly
below the baseline amid persistent shortages and concerns about a wage price
spiral; (4) the Federal Reserve Board initially keeps the fed funds rate
elevated, though a bit less than in the baseline because of weakening economy;
(5) recent bank failures raise fears of further collapse in the banking
industry, reducing consumer confidence and causing banks to tighten lending
standards; and (6) the economy falls into recession in the second quarter of
2023. The adverse scenario forecasts Ohio unemployment for the next twelve
months to range from 6.5% to 9.1%. Excluding consideration of general reserve
adjustments, this sensitivity analysis would result in a hypothetical increase
in Park's ACL of $27.7 million as of March 31, 2023 if only the adverse scenario
was used. Excluding consideration of general reserve adjustments, a
corresponding $27.7 million decrease in Park's ACL would occur in a hypothetical
scenario if only the baseline (most likely) scenario was used.

Refer to the "Credit Metrics and Provision for (Recovery of) Credit Losses" section of this MD&A for additional discussion.

Goodwill: Management believes that the accounting for goodwill also involves a
higher degree of judgment than most other significant accounting policies. U.S.
GAAP establishes standards for the impairment assessment of goodwill. Goodwill
arising from business combinations represents the value attributable to
unidentifiable intangible assets in each business acquired. Park's goodwill, as
of March 31, 2023, relates to the value inherent in the financial services
industry and that value is dependent upon the ability of Park's national bank
subsidiary, PNB, to provide quality, cost-effective banking services in a
competitive marketplace. The goodwill value 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, the inability to deliver
cost-effective services over sustained periods or significant credit problems
could lead to impairment of goodwill that could, in turn, adversely impact
earnings in future periods.
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U.S. GAAP requires an annual evaluation of goodwill for impairment, or more
frequently if events or changes in circumstances indicate that the asset might
be impaired. Park evaluates goodwill for impairment during the second quarter of
each year, with financial data as of the immediately preceding March 31. Based
on the qualitative analysis performed as of April 1, 2022, the Company
determined that goodwill for Park's reporting unit, PNB, was not impaired. The
fair value of the goodwill, which resides on the books of PNB, is evaluated for
potential impairment by reviewing the past and projected operating results for
PNB, deposit and loan totals for PNB and financial services industry comparable
information.

Pension Plan: The determination of pension plan obligations and related expenses
requires the use of assumptions to estimate the amount of benefits that
employees will earn while working, as well as the present value of those
benefits. Annual pension expense is principally based on four components: (1)
the value of benefits earned by employees for working during the year (service
cost), (2) the increase in the liability due to the passage of time (interest
cost), and (3) other gains and losses, reduced by (4) the expected return on
plan assets for our pension plan.

Significant assumptions used to measure our annual pension expense include:



•the interest rate used to determine the present value of liabilities (discount
rate);
•certain employee-related factors, such as turnover, retirement age and
mortality;
•the expected return on assets in our funded pension plan; and
•the rate of salary increases where benefits are based on earnings.

Our assumptions reflect our historical experience and management's best judgment
regarding future expectations. Due to the significant management judgment
involved, our assumptions could have a material impact on the measurement of our
pension plan expense and obligation.


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                      Comparison of Results of Operations
               For the Three Months Ended March 31, 2023 and 2022

Summary Discussion of Results



Net income for the three months ended March 31, 2023 was $33.7 million, compared
to $38.9 million for the first quarter of 2022. Diluted earnings per common
share were $2.07 for the first quarter of 2023, compared to $2.38 for the first
quarter of 2022. Weighted average diluted common shares outstanding were
16,324,823 for the first quarter of 2023, compared to 16,331,031 weighted
average diluted common shares outstanding for the first quarter of 2022.

Liquidity and Capital



Park continues to maintain strong capital and liquidity. Funds are available
from a number of sources, including the capital markets, the investment
securities portfolio, the core deposit base, FHLB borrowings and the capability
to securitize or package loans for sale. The most easily accessible forms of
liquidity, Fed Funds Sold, off balance sheet deposits, unpledged investment
securities and available FHLB borrowing capacity, totaled $2.74 billion at March
31, 2023.

Park's debt securities portfolio is classified as available-for-sale ("AFS") and
these debt securities are available to be sold in the future in response to
Park's liquidity needs, changes in market interest rates, and asset-liability
management strategies, among other reasons. AFS debt securities are reported at
fair value, with unrealized holding gains and losses excluded from earnings, but
included in other comprehensive loss, net of applicable income taxes. The table
below provides additional detail on Park's debt securities portfolio and capital
position.

                                                                                                                % change from    % change from
         (Dollars in thousands)               March 31, 2023       December 31, 2022    March 31, 2022             12/31/22         03/31/22
Net unrealized losses on debt securities               105,510             121,156             43,809                 (12.91) %        140.84  %
Net unrealized losses on debt securities
as a percentage of period end total
assets                                                    1.07  %             1.23  %            0.46  %              (13.01) %        132.61  %

Total shareholders' equity / Period end
total assets                                             10.98  %            10.85  %           11.24  %                1.20  %         (2.31) %
Tangible equity / Tangible assets (1)                     9.46  %             9.33  %            9.67  %                1.39  %         (2.17) %


(1) 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.



Park's deposits grew during the COVID pandemic and normalized throughout 2022.
In order to manage the impact of this growth on its balance sheet, Park has
utilized a program where certain deposit balances are transferred off balance
sheet while maintaining the customer relationship. Park is able to increase or
decrease the amount off balance sheet based on its balance sheet management
strategies and liquidity needs. The balance of deposits transferred off balance
sheet has declined as deposit
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balances have returned to normalized levels. The table below breaks out the change in deposit balances, by deposit type, for Park National Corporation.

December 31,

(Dollars in thousands) March 31, 2023 December 31, 2022

  December 31, 2021    December 31, 2020        2019
Retail Deposits
Non-interest bearing deposits        $    1,176,545    $       1,193,807    $       1,195,530    $       1,077,107    $    801,035
Transaction accounts                        939,026              994,717            1,004,532              900,093         760,640
Savings                                   1,702,824            1,744,713            1,669,373            1,427,687       1,461,347
Certificates of deposit                     445,552              455,157              546,793              620,965         725,017
Total retail deposits                $    4,263,947    $       4,388,394

$ 4,416,228 $ 4,025,852 $ 3,748,039 $ change from prior period end $ (124,447) $ (27,834) $ 390,376 $ 277,813 % change from prior period end

                 (2.8) %              (0.6) %               9.7  %               7.4  %

Commercial Deposits
Non-interest bearing deposits        $    1,745,697    $       1,880,469    $       1,870,889    $       1,649,992    $  1,158,900
Transaction accounts                      1,231,790              993,388              498,344              481,386         868,102
Savings                                     966,712              873,176              954,200            1,171,521         863,458
Certificates of deposit                      86,298               99,288              164,867              243,607         414,113
Total commercial deposits            $    4,030,497    $       3,846,321

$ 3,488,300 $ 3,546,506 $ 3,304,573 $ change from prior period end $ 184,176 $ 358,021 $ (58,206) $ 241,933 % change from prior period end

                  4.8  %              10.3  %              (1.6) %               7.3  %

Total deposits                            8,294,444            8,234,715            7,904,528            7,572,358       7,052,612

$ change from prior period end $ 59,729 $ 330,187 $ 332,170 $ 519,746 % change from prior period end

                  0.7  %               4.2  %               4.4  %               7.4  %

Off balance sheet deposits                  164,600              195,937              983,053              710,101               -
Total deposits including off balance
sheet deposits                       $    8,459,044    $       8,430,652

$ 8,887,581 $ 8,282,459 $ 7,052,612 $ change from prior period end $ 28,392 $ (456,929) $ 605,122 $ 1,229,847 % change from prior period end

                  0.3  %              (5.1) %               7.3  %              17.4  %



During the three months ended March 31, 2023, total deposits including off
balance sheet deposits increased by $28.4 million, or 0.3%. This increase
consisted of a $184.2 million increase in total commercial deposits offset by a
$124.4 million decrease in total retail deposits and a $31.3 million decrease in
off balance sheet deposits. Of the $184.2 million increase in total commercial
deposits, $182.9 million was a result of an increase in public fund deposits.
This increase is consistent with historical seasonality. As of March 31, 2023,
Park had approximately $1.5 billion of uninsured deposits, which was 18.6% of
total deposits. Uninsured deposits of $1.5 billion included $288 million of
deposits which were over $250,000 but were fully collateralized by Park's
investment securities portfolio.


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Financial Results by Segment

The table below reflects the net income (loss) by segment for the first quarters
(the three months ended March 31) of 2023 and 2022 and for the years ended
December 31, 2022 and 2021. Park's segments include The Park National Bank
("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)    Q1 2023    Q1 2022         2022           2021
PNB               $ 36,269   $ 41,468      $ 143,243      $ 159,461
All Other           (2,536)    (2,593)         5,108         (5,516)
  Total Park      $ 33,733   $ 38,875      $ 148,351      $ 153,945

Highlights from the three-month periods ended March 31, 2023 and 2022 included:



•Net income for the three months ended March 31, 2023 of $33.7 million
represented a $5.1 million, or 13.2%, decrease compared to $38.9 million for the
three months ended March 31, 2022 and a $649,000, or 2.0%, increase compared to
$33.1 million for the three months ended December 31, 2022.
•Pre-tax, pre-provision net income for the three months ended March 31, 2023 of
$40.1 million represented a $1.9 million, or 4.5%, decrease compared to $42.0
million for the three months ended March 31, 2022 and a $3.3 million, or 7.5%,
decrease compared to $43.3 million for the three months ended December 31, 2022.
•During the three months ended March 31, 2023, Park recorded interest income of
$26,000 related to PPP loans, compared to $1.6 million for the three months
ended March 31, 2022 and $78,000 for the three months ended December 31, 2022.
•PNB loans outstanding at March 31, 2023 increased 4.0%, compared to at March
31, 2022, and decreased 0.7% compared to at December 31, 2022.
•Park's loan portfolio reflected continued good credit quality with net loan
recoveries as a percentage of average loans of 0.00% for the three months ended
March 31, 2023, compared to net loan charge-offs as a percentage of average
loans of 0.09% for the three months ended December 31, 2022, and net loan
recoveries as a percentage of average loans of 0.02% for the three months ended
March 31, 2022.

Net income for each of the three months ended March 31, 2023 and March 31, 2022
included several items of income and expense that impacted comparability of
period results. These items are detailed in the "Items Impacting Comparability"
section within this MD&A.

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 the first quarters (the three months ended March 31) of 2023 and 2022 and for the years ended December 31, 2022 and 2021.



               (In thousands)                  Q1 2023    Q1 2022      2022 

2021


Net interest income                           $ 93,589   $ 79,372   $ 350,646   $ 328,398
Provision for (recovery of) credit losses          915     (4,547)      5,834      (8,554)
Other income                                    24,262     31,247     115,211     126,802
Other expense                                   72,997     64,216     283,670     266,678
Income before income taxes                    $ 43,939   $ 50,950   $ 176,353   $ 197,076
Income tax expense                               7,670      9,482      33,110      37,615
Net income                                    $ 36,269   $ 41,468   $ 143,243   $ 159,461



Net interest income of $93.6 million for the three months ended March 31, 2023
represented a $14.2 million, or 17.9%, increase compared to $79.4 million for
the three months ended March 31, 2022. The increase was a result of a $29.3
million increase in interest income, partially offset by a $15.1 million
increase in interest expense.

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The $29.3 million increase in interest income was due to a $18.7 million
increase in interest income on loans and a $10.6 million increase in investment
income. The $18.7 million increase in interest income on loans was primarily the
result of a $271.3 million increase in average loans, from $6.83 billion for the
three months ended March 31, 2022 to $7.10 billion for the three months ended
March 31, 2023, as well as an increase in the yield on loans, which increased 91
basis points to 5.21% for the three months ended March 31, 2023, compared to
4.30% for the three months ended March 31, 2022. The $10.6 million increase in
investment income was partially the result of a $28.4 million increase in
average investments, including money market instruments, from $2.12 billion for
the three months ended March 31, 2022 to $2.15 billion for the three months
ended March 31, 2023. The increase in investment income was also impacted by an
increase in the yield on investments, which increased 198 basis points to 3.77%
for the three months ended March 31, 2023, compared to 1.79% for the three
months ended March 31, 2022.

The $15.1 million increase in interest expense was due to a $14.5 million
increase in interest expense on deposits, as well as a $581,000 increase in
interest expense on borrowings. The increase in interest expense on deposits was
the result of a $306.8 million increase in average on-balance sheet interest
bearing deposits from $5.17 billion for the three months ended March 31, 2022,
to $5.48 billion for the three months ended March 31, 2023 as well as an
increase in the cost of deposits of 107 basis points, from 0.08% for the three
months ended March 31, 2022 to 1.15% for the three months ended March 31, 2023.
The increase in on-balance sheet interest bearing deposits was due to an
increase in transaction accounts, which was partially offset by decreases in
both savings and time deposits. During the three months ended March 31, 2023 and
2022, Park made the decision to continue its participation in a program to
transfer deposits off-balance sheet in order to manage growth of the balance
sheet.

The provision for credit losses of $915,000 for the three months ended March 31,
2023 represented a difference of $5.5 million, compared to a recovery of credit
losses of $4.5 million for the three months ended March 31, 2022. Refer to the
"Credit Metrics and Provision for (Recovery of) Credit Losses" section for
additional details regarding the level of the provision for (recovery of) credit
losses recognized in each period presented above.

Other income of $24.3 million for the three months ended March 31, 2023
represented a decrease of $7.0 million, or 22.4%, compared to $31.2 million for
the three months ended March 31, 2022. The $7.0 million decrease was primarily
related to (i) a $2.5 million change in (loss) gain on equity securities, net,
from a $2.2 million gain for the three months ended March 31, 2022 to a $307,000
loss for the three months ended March 31, 2023; (ii) a $2.3 million decrease in
other service income, which was primarily due to declines in fee income from
mortgage loan originations and mortgage servicing rights, partially offset
increases in investor rate locks and mortgage loans held for sale; (iii) a $1.4
million decrease in other miscellaneous income, which was primarily due to
decreases in the net gain on the sale of other assets and decreases in other fee
income; and (iv) a $1.1 million decrease in other components of net periodic
benefit income. These decreases were partially offset by a $330,000 increase in
debit card fee income.

A summary of mortgage loan originations for the first quarters of 2023 and 2022 and the years ended December 31, 2022 and 2021 follows.



              (In thousands)                                        Q1 2023        Q1 2022         2022          2021
Mortgage Loan Origination Volume
Sold                                                             $       13,756 $       69,053 $     159,142 $     555,278
Portfolio                                                                32,743         53,498       263,287       284,686
Construction                                                             13,124         32,928       120,794       119,555
Service released                                                          1,576          4,660        14,738        13,802
Total mortgage loan originations                                 $       

61,199 $ 160,139 $ 557,961 $ 973,321



Refinances as a % of Total Mortgage Loan
Originations                                                           24.7   %       41.7   %     29.4    %     54.2    %



Total mortgage loan originations decreased $98.9 million, or 61.8%, to $61.2
million for the three months ended March 31, 2023 compared to $160.1 million for
the three months ended March 31, 2022.

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The table below reflects PNB's total other expense for the three months ended
March 31, 2023 and 2022.

      (Dollars in thousands)         Q1 2023    Q1 2022    $ change   % change
Other expense:
Salaries                            $ 33,833   $ 29,320   $  4,513      15.4  %
Employee benefits                     10,799     10,413        386       3.7  %
Occupancy expense                      3,343      3,230        113       3.5  %
Furniture and equipment expense        3,245      2,936        309      10.5  %
Data processing fees                   8,680      7,423      1,257      16.9  %
Professional fees and services         5,679      4,698        981      20.9  %
Marketing                              1,296      1,315        (19)     (1.4) %
Insurance                              1,810      1,400        410      29.3  %
Communication                          1,017        874        143      16.4  %
State tax expense                      1,129      1,123          6       0.5  %
Amortization of intangible assets        327        402        (75)    (18.7) %
Miscellaneous                          1,839      1,082        757      70.0  %
Total other expense                 $ 72,997   $ 64,216   $  8,781      13.7  %



Total other expense of $73.0 million for the three months ended March 31, 2023
represented an increase of $8.8 million, or 13.7%, compared to $64.2 million for
the three months ended March 31, 2022. The increase in salaries expense was
primarily related to increases in base salary expense, incentive compensation
expense and share-based compensation expense, partially offset by a decrease in
additional compensation expense. The increase in employee benefits expense was
primarily related to increases in group insurance expense and payroll tax
expense, partially offset by a decrease in retirement benefit expense. The
increase in furniture and equipment expense was primarily related to increases
in depreciation expense and maintenance and repairs on equipment expense. The
increase in data processing fees was primarily related to increases in software
data processing expense and debit card processing expense. The increase in
professional fees and services expense was primarily due to increases in other
fees, temporary wages, legal expense and directors' fees. The increase in
insurance expense was due to an increase in FDIC insurance assessment expense.
The increase in miscellaneous expense was due to increased expense for the
allowance for unfunded lines of credit and increased training and travel-related
expenses, which were partially offset by a decrease in operating lease
depreciation expense.

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The table below provides certain balance sheet information and financial ratios
for PNB as of or for the three months ended March 31, 2023 and 2022 and as of or
for the year ended December 31, 2022.

                                                                                                                                  % change from    % 

change from


           (Dollars in thousands)                 March 31, 2023           December 31, 2022           March 31, 2022                12/31/22         03/31/22
Loans                                                    7,093,498                   7,141,362                6,820,090                  (0.67) %          4.01  %
Loans less PPP loans (1)                                 7,090,053                   7,137,156                6,782,666                  (0.66) %          4.53  %
Allowance for credit losses                                 85,941                      85,370                   78,808                   0.67  %          9.05  %
Net loans                                                7,007,557                   7,055,992                6,741,282                  (0.69) %          3.95  %
Investment securities                                    1,774,137                   1,796,613                1,817,493                  (1.25) %         (2.39) %
Total assets                                             9,817,967                   9,815,951                9,544,545                   0.02  %          2.86  %
Total deposits                                           8,583,204                   8,534,320                8,255,304                   0.57  %          3.97  %
Average assets (2)                                      10,021,362                  10,011,932                9,798,555                   0.09  %          2.27  %
Efficiency ratio (3)                                         61.46  %                    60.43  %                 57.63  %                1.70  %          6.65  %
Return on average assets (4)                                  1.47  %                     1.43  %                  1.72  %                2.80  %        (14.53) %


(1) Excludes $3.4 million, $4.2 million and $37.4 million of PPP loans at March
31, 2023, December 31, 2022 and March 31, 2022.
(2) Average assets for the three months ended March 31, 2023 and 2022 and for
the year ended December 31, 2022.
(3) Efficiency ratio is calculated by dividing total other expense by the sum of
fully taxable equivalent net interest income and other income. Fully taxable
equivalent net interest income includes the effects of taxable equivalent
adjustments using a 21% federal corporate income tax rate. The taxable
equivalent adjustments were $926,000 for the three months ended March 31, 2023,
$3.5 million for the year ended December 31 2022 and $819,000 for the three
months ended March 31 2022.
(4) Annualized for the three months ended March 31, 2023 and 2022.

Loans outstanding at March 31, 2023 were $7.09 billion, compared to (i) $7.14
billion at December 31, 2022, a decrease of $47.9 million, and (ii) $6.82
billion at March 31, 2022, an increase of $273.4 million. Excluding $3.4
million, $4.2 million and $37.4 million of PPP loans at March 31, 2023, December
31, 2022 and March 31, 2022, respectively, loans outstanding were $7.09 billion
at March 31, 2023, compared to (i) $7.14 billion at December 31, 2022, a
decrease of $47.1 million, and (ii) $6.78 billion at March 31, 2022, an increase
of $307.4 million. The table below breaks out the change in loans outstanding,
by loan type.

                                                December 31,                            $ change from   % change from        $ change from  % change from
  (Dollars in thousands)      March 31, 2023        2022         March 31, 2022            12/31/22       12/31/22              3/31/22        3/31/22
Home equity                 $       164,736    $    167,232    $       159,667          $    (2,496)           (1.5) %       $     5,069            3.2  %
Installment                       1,914,781       1,921,059          1,685,627               (6,278)           (0.3) %           229,154           13.6  %
Real estate                       1,210,045       1,195,037          1,126,666               15,008             1.3  %            83,379            7.4  %
Commercial (excluding PPP
loans) (1)                        3,800,284       3,850,477          3,807,310              (50,193)           (1.3) %            (7,026)          (0.2) %
PPP loans                             3,445           4,206             37,424                 (761)          (18.1) %           (33,979)         (90.8) %
Other                                   207           3,351              3,396               (3,144)          (93.8) %            (3,189)         (93.9) %
Total loans                 $     7,093,498    $  7,141,362    $     6,820,090              (47,864)           (0.7) %           273,408            4.0  %
Total loans (excluding PPP
loans) (1)                  $     7,090,053    $  7,137,156    $     6,782,666          $   (47,103)           (0.7) %       $   307,387            4.5  %

(1) Excludes $3.4 million of PPP loans at March 31, 2023, $4.2 million of PPP loans at December 31, 2022, and $37.4 million of PPP loans at March 31, 2022.



PNB's allowance for credit losses was $85.9 million at March 31, 2023, compared
to (i) $85.4 million at December 31, 2022, an increase of $571,000, or 0.7%, and
(ii) $78.9 million at March 31, 2022, an increase of $7.1 million, or 9.1%. Net
charge-offs were $727,000, or 0.04% of total average loans, for the three months
ended March 31, 2023 and were $3.6 million, or 0.05% of total average loans, for
the year ended December 31 2022. Net recoveries were $245,000, or 0.01% of total
average loans, for the three months ended March 31, 2022. Refer to the "Credit
Metrics and Provision for (Recovery of) Credit Losses" section for additional
information regarding PNB's loan portfolio and the level of provision for
(recovery of) credit losses recognized in each period presented.

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Total deposits at March 31, 2023 were $8.58 billion, compared to (i) $8.53
billion at December 31, 2022, an increase of $48.9 million, or 0.6%, and (ii)
$8.26 billion at March 31, 2022, an increase of $327.9 million, or 4.0%. During
the three months ended March 31, 2023 and 2022 and the year ended December 31,
2022, Park made the decision to continue participation in a program to transfer
deposits off-balance sheet in order to manage growth of the balance sheet, as
deposits increased significantly throughout the COVID pandemic. At March 31,
2023, December 31, 2022 and March 31, 2022, Park had $164.6 million, $195.9
million, and $1,149.2 million, respectively, in deposits which were off-balance
sheet. Total deposits would have increased $17.5 million, or 0.2%, compared to
at December 31, 2022 had the $164.6 million and $195.9 million in deposits
remained on the balance sheet at the respective dates. Total deposits would have
decreased $656.7 million, or 7.0%, compared to at March 31, 2022 had the $164.6
million and $1,149.2 million in deposits remained on the balance sheet at the
respective dates. The table below breaks out the change in deposit balances, by
deposit type.

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