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:



•the ever-changing effects of the novel coronavirus (COVID-19) pandemic - - the
duration, extent and severity of which are impossible to predict, including the
possibility of further resurgence in the spread of COVID-19 - - on economies
(local, national and international) and markets, and on our customers,
counterparties, employees and third-party service providers, as well as the
effects of various responses of governmental and nongovernmental authorities to
the COVID-19 pandemic, including public health actions directed toward the
containment of the COVID-19 pandemic (such as quarantines, shut downs and other
restrictions on travel and commercial, social or other activities), the
development, availability and effectiveness of vaccines, and the implementation
of fiscal stimulus packages;
•the impact of future governmental and regulatory actions upon our participation
in and execution of government programs related to the COVID-19 pandemic;
•Park's ability to execute our business plan successfully and within the
expected timeframe as well as our ability to manage strategic initiatives in
light of the impact of the COVID-19 pandemic and the various responses to the
COVID-19 pandemic;
•general economic and financial market conditions, specifically in the real
estate markets and the credit markets, either nationally or in the states in
which Park and our subsidiaries do business, may experience a weaker recovery
than anticipated, in addition to the continuing impact of the COVID-19 pandemic
on our customers' operations and financial condition, either 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 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 and interest rate policies of the Federal Reserve Board) as well as
disruption in the liquidity and functioning of U.S. financial markets, as a
result of the COVID-19 pandemic and government policies implemented in response
thereto, 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 interest margins;
•changes in consumer spending, borrowing and saving habits, whether due to
changes in retail distribution strategies, consumer preferences and behavior,
changes in business and economic conditions (including as a result of the
COVID-19 pandemic and reactions thereto), legislative and regulatory initiatives
(including those undertaken in response to the COVID-19 pandemic), or other
factors may be different than anticipated;
•changes in unemployment levels in the states in which Park and our subsidiaries
do business may be different than anticipated due to the continuing impact of
the COVID-19 pandemic;
•changes in customers', suppliers', and other counterparties' performance and
creditworthiness may be different than anticipated due to the continuing impact
of the COVID-19 pandemic;
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•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 more of 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 our 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 Coronavirus Aid,
Relief and Economic Security (CARES) Act and the follow-up legislation in the
Consolidated Appropriations Act, 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
Dodd-Frank Act, and the Basel III regulatory capital reforms;
•the effect of changes in accounting policies and practices, as may be adopted
by the Financial Accounting Standards Board (the "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;
•significant changes in the tax laws, which 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;
•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;
•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 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 and changes in the relationship of the U.S. and its global trading
partners);
•uncertainty regarding the impact of changes to the U.S. presidential
administration and Congress on the regulatory landscape, capital markets,
elevated U.S. government debt, potential changes in tax legislation that may
increase tax rates and the response to and management of the COVID-19 pandemic;
•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;
•our litigation and regulatory compliance exposure, including the costs and
effects of any adverse developments in legal proceedings or other claims and the
costs and effects of unfavorable resolution of regulatory and other governmental
examinations or other inquiries;
•continued availability of earnings and excess capital sufficient for the lawful
and prudent declaration of dividends;
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•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-19 pandemic), dislocations, regional or national protests and civil unrest
(including any resulting branch closures or damages), military or terrorist
activities or international hostilities on the economy and financial markets
generally and on us or our counterparties specifically;
•any of the foregoing factors, or other cascading effects of the COVID-19
pandemic that are not currently foreseeable, could materially affect our
business, including our customers' willingness to conduct banking transactions
and their ability to pay on existing obligations;
•the effect of healthcare laws in the U.S. and potential changes for such laws,
especially in light of the COVID-19 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 recent acquisitions, including expected revenue synergies and cost
savings from recent acquisitions not being fully realized or realized within the
expected time frame;
•the discontinuation of the London Inter-Bank Offered Rate (LIBOR) and other
reference rates which may result in increased expenses and litigation, and
adversely impact the effectiveness of hedging strategies;
•and other risk factors relating to the banking industry as detailed from time
to time in Park's reports filed with the SEC including those described in "Item
1A. Risk Factors" of Part I of Park's Annual Report on Form 10-K for the fiscal
year ended December 31, 2020.

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




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Non-GAAP Financial Measures

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