Park National Corp.
Annual Report 2016

Plain-text annual report

PARKNATIO NAL C O R P O R A T I O N 2016 ANNUAL REPORT PARKNAT IONAL C O R P O R A T I O N FAIRFIELD NATIONAL BANK DIVISION OF THE PARK NATIONAL BANK GUARDIAN FINANCE C OMPANY PARK NATIONAL BANK CRAWFORD ASHLAND WAYNE RICHLAND MERCER MARION MORROW HOLMES KNOX TUSCARAWAS COSHOCTON DARKE CHAMPAIGN MIAMI CLARK MADISON LICKING FRANKLIN MUSKINGUM MONTGOMERY GREENE FAIRFIELD PERRY BUTLER WARREN HAMILTON CLERMONT HOCKING ATHENS Century National Bank Park National Bank Second National Bank Fairfield National Bank Farmers Bank First-Knox National Bank Guardian Finance Company Park National Bank Southwest Ohio & Northern Kentucky Security National Bank Richland Bank Scope Aircraft Finance United Bank Unity National Bank ParkNationalCorp.com REV 01/17 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 1 T A B L E O F C O N T E N T S To Our Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Shareholders’ Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Park National Corporation Directors & Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Directors and Officers of Affiliates: Century National Bank Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Fairfield National Bank Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Farmers Bank Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 First-Knox National Bank Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 The Park National Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Park National Bank of Southwest Ohio & Northern Kentucky Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Richland Bank Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Second National Bank Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Security National Bank Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 United Bank Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Unity National Bank Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Guardian Finance Company & Scope Aircraft Finance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Management’s Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Management’s Report on Internal Control Over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Financial Statements: Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 Consolidated Statements of Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Consolidated Statements of Changes in Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 1 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 2 T O O U R S H A R E H O L D E R S The World Turned Upside Down Lovers of theatre (and anyone who watched the Tony Awards) will know this line from the play, Hamilton. In the play, the characters sing the phrase, “The world turned upside down,” in response to the colonies’ victory at Yorktown over the British. Some have claimed that our recent presidential election holds at one time the same eagerness or trepidation (depending on your perspective of the results) expressed by this line. Our bank and our affiliate divisions have been around 100+ years. Thus, we have operated under 19 U.S. presidents and are now on the 20th. As we’ve done with every other administration, we will honor the office, hope the best for the individual holding it and work within the guardrails we see at the time. Favorite Numbers We track a long list of numbers; these are our favorites: Favorite Number Net Income (000’s) Return on Equity (ROE) Return on Assets (ROA) Net Interest Margin (NIM) Efficiency Ratio 2016 $86,135 11.68% 1.16% 3.52% 62.34% 2015 $81,012 11.40% 1.11% 3.39% 60.98% 2014 $83,957 12.34% 1.22% 3.55% 62.21% We like to see the first four numbers increase every year. They did, over last year. How did we do what we did? We have three primary operating segments in Park National Corporation (PRK)—Park National Bank (PNB), Guardian Financial Services Company (GFSC) and SE Property Holdings, LLC (SEPH). To understand how we generated our favorite numbers above, let’s review how these segments have performed over the past three years: Net Income (loss) by segment (000’s) (In thousands) PNB GFSC Parent Company Ongoing operations SEPH 2016 2015 2014 $84,451 $84,345 $82,907 (307) (4,557) 1,423 (4,549) 1,175 (5,050) $79,587 $81,219 $79,032 6,548 (207) 4,925 Total Park Net Income $86,135 $81,012 $83,957 SEPH is the entity charged with maximizing the value of legacy Vision Bank problem assets. Bryan Campolo and Jennifer Corbitt have persisted with an unwavering focus on collections, with excellent results. The good news is that they are nearing the end of their work on this task. Our Annual Report offers more detail on all our financial results. Community It has become fashionable to state a corporate mission to “support our community,” or “buy local.” This has been a way of life for us for decades. Our late Chairman John W. Alford, who served your institution for 61 years, was unrelenting in reminding us, “If we take care of our communities, our communities will take care of us.” And so we do—with time, talent and treasure. We don’t talk about this much, but we have learned from focus groups that a) the focus group participants valued community support and b) they were largely unaware of how, where and why we support our communities. Hence, our affiliate divisions have been a bit more open about the depth and breadth of our involvement. A number of our communities are enjoying something of a renaissance. Public/Private partnerships, animated by energy and imagination, are transforming downtowns and squares into commercial, cultural and educational destinations. People, businesses and schools are moving into newly renovated buildings that used to house feed mills, manufacturing facilities and garages. The energy in our communities is palpable. Home Loans Perhaps nothing is more personal than one’s home. For years, we have worked with many fine, local realtors who join us in the privilege of helping people acquire their homes. Realtors and clients alike value our lenders’ candor, urgency and professionalism. Few things ignite a community’s economy like home construction. Economists suggest that for every dollar spent on home con - struction, three to four dollars are generated in additional activity. We’ve had the privilege of working with excellent local builders and contractors helping make new home owners’ dreams materialize. Of the $506 million in home loans we made last year in our communities, roughly half were for construction or purchase. 2 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 3 T O O U R S H A R E H O L D E R S Stock Price Date November 8, 2016 November 11, 2016 December 30, 2016* *The last trading day of the year PRK Stock Closing Price $ 97.11 110.14 119.66 On-line deposit account application: When we reconfigured the websites, we also introduced the possibility of opening certain deposit accounts on-line. While not yet an avalanche, we have found new friends through this channel and they tell us they are thrilled with the convenience of on-line account opening coupled with access to helpful humans if they hit a snag. What changed from November 8th to December 30th? Not our devotion to our customers. Not our interest in our communities. Not our quest for excellence in process and execution. Rather, we believe that as a result of the election, expectations changed about three things that might affect the banking industry’s collective net income: regulation, taxes and interest rates. It appears that operating expenses may decline as a result of reduced regulation; that corporate taxes may be reduced; and that the yield curve might steepen, as rates rise on the long end (a steeper yield curve generally implies higher net interest margins). We will believe all of this when we see it. Until then, we will continue to fertilize the seeds we’ve planted for excellence in customer service, operational execution and community support. Daily excellence breeds long- term excellence, and we intend to be around for a long time. Customer experience—New and Old We think a lot about how to improve our customers’ experiences with us. Customers engage us in person, on the phone, through our websites, through mobile devices or some combination of all four. What are we doing to improve our work in these areas? New Things Affiliate Division Websites: We reconfigured our websites* in the fourth quarter. After speaking to a number of customers and associates, we gave the website designers a nearly impossible task: translate the warmth and compassion of our in-person interactions into an on-line website experience. The tone is set from the opening line on each site: This website isn’t here so we can talk about ourselves. So, let’s narrow it down to the things you care about. The visitor then can select from a menu of possibilities that are specific to their situation, so they can customize their experience. Of course, they can always chat with, call or e-mail someone or find the location of the nearest branch and ATM. Customer Care Center: As we write this on February 13, 2017, our Customer Care Center (it’s much more than a call center) has been open continuously for 1,001 hours. We have been answering calls, corresponding through on-line chats and resetting passwords during all hours of the day and night since January 2, 2017. Friendly, helpful bankers available 24x7...pretty cool. Dealer Direct Financing: Our dedicated team of lenders serve over 500 auto, boat and RV dealers throughout Ohio with urgency, professionalism and personal attention. Our commitment to service excellence begins with operating hours that are aligned to support our dealer partners when they are open for business—including evenings, weekends and holidays. We value our relationships with them and work hard to remain a lender of choice. Systems/Processes: We have spent millions of dollars and thousands of hours upgrading our systems and processes to take advantage of new software solutions, abide by new regulatory requirements and offer a better experience for our customers. This activity is largely transparent to the outside world, which is how we prefer it. But it profoundly affects our people, who have invested many hours before and after typical business hours installing new hardware/software and training on new methods. We are grateful for their dedication and perseverance. Old Fashioned Things Affiliate Divisions: Our affiliate divisions are vital members of their respective communities. Local social service organizations, school districts, sports teams and chambers of commerce turn to them for leadership, volunteer support and dollars. And our colleagues supply all three. Why? Because it’s their community, their schools, their United Way. It’s fun and it’s the right thing to do. People: Our people make this place. Each day we marvel at their skill and dedication. What separates them is their mindset. Our colleagues start with, “How can I help this situation, this person, this organization, this community?” Then they act upon their sense of what to do. They become known as “go to” people, who get things done. We are grateful for their devotion and are humbled to serve with them. *See our affiliate divisions’ profile pages in the Annual Report for their respective websites 3 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 4 T O O U R S H A R E H O L D E R S Phones: If someone calls us directly (and they can), we still attempt to answer our phones personally. Kind of old-fashioned, but we like it. Freedom Years™: This year we celebrated 25 years of our Freedom Years™ program. The program has grown as the result of enthusiastic, energetic colleagues across all our affiliate divisions. They offer expert advice with a friendly smile. In addition to excellent financial counsel, our Freedom Years™ colleagues offer a wide range of social activities and travel opportunities. These include: (cid:0) escorting people on trips (2017 plans include The Panama Canal, Victoria, B.C., Grand Teton National Park and Hawaii) (cid:0) hosting events like euchre parties (which were pretty spirited until we adopted a common set of rules...we didn’t even know what it meant to “stick the dealer,” much less how important it was to employ or not employ this rule) (cid:0) conducting classes (such as “Avoiding Consumer Scams” and “Roth IRA Conversion”) We are grateful for our Freedom Years™ members’ loyalty and look forward to another 25 years of serving them and inviting others to join the fun! Our Culture and Contact Management We have hundreds of threads in our cultural fabric. Some are foundation threads; others support and add color to our cultural quilt. One of the foundation threads is what we call “contact management.” The rest of the world calls this sales. Contact management starts with the premise that people need things we provide—checking and savings accounts, car/home/commercial loans, and estate planning/investment management. But they don’t need them until they need them. We can’t feel good about pushing products/services on someone who doesn’t need them. But we are relentless about finding out when and how our offerings might help a customer/prospect thrive. So we contact people—as often as they permit us, so they know we are interested, but not so often we are a pest. (Our marketing colleagues reminded us that we wrote this last year—but it still holds true.) Each person has a different frequency and we honor their wishes. Player Moves On May 1, 2016, former Richland Bank division president John A. Brown became president of our Security National division upon Bill Fralick’s retirement. Christopher R. Hiner replaced John as President at Richland. John and Chris bring enthusiasm, talent and experience to their new roles. They have spent their professional careers at Park and each balances a burning desire for excellence with a passion for service. We are looking forward to great things from both. Federal Home Loan Bank of Cincinnati (FHLB) We have enjoyed a long relationship with the FHLB. It is staffed by bright people and has an engaged board of excellent leaders. We are pleased to report that the FHLB board now includes Park’s CFO, Brady T. Burt. He joins Park and PNB director James R. DeRoberts, who has served on the FHLB board since 2008. Fond Farewells Maureen Buchwald Maureen joined the First-Knox board July 19, 1988. Since 1997, when First-Knox joined Park, she has served on the Park board as well. She retired from the Park board April 26, 2016, but continues as a First-Knox advisory board member. We are grateful for her service on the Park board and are delighted that she’s still serving First-Knox. We miss her wise counsel, but know we still have her unwavering support. The following individuals ended their service on our affiliate advisory boards last year. Each brought unique talent, judgment and perspective to their respective affiliate divisions. All were unswerving in their support of their affiliate division and Park. We are grateful for their service and we will miss their candor, wit and wisdom. Board Member Patricia A. Byerly Rick Cole Wesley M. Jetter R. Daniel Snyder Marvin J. Stammen Anne C. Steele Affiliate Division Years of Service Farmers Security National Second National First-Knox Second National Century National 23 9 15 21 33 16 4 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 5 T O O U R S H A R E H O L D E R S Final thoughts We hear from many quarters about things that divide people. Our past leaders taught us to look for the common humanity in all. Thus, we focus on what connects us. Let us know how we may connect with you. “The more one forgets himself—by giving himself to a cause to serve or another person to love—the more human he is.” —Viktor E. Frankl “Spread love everywhere you go. Let no one ever come to you without leaving happier.” —Saint Teresa of Calcutta C. Daniel DeLawder Chairman of the Board David L. Trautman Chief Executive Officer and President Warm Welcomes As some of our affiliate division advisory board members have departed, others have joined. In February, Century National welcomed Scott D. Eickelberger and Julie A. Brown. Mr. Eickelberger is a partner with Kincaid, Taylor & Geyer attorneys in Zanesville. Ms. Brown is active in her family’s local businesses in and around Zanesville. In June, Jeanne Golliher joined the PNB Southwest advisory board. Ms. Golliher is president and CEO of the Cincinnati Development Fund. In December, Second National added Travis L. Fliehman and Michael J. Pax to their advisory board. Mr. Fliehman is a partner with Detling, Harlan & Fliehman, Ltd.; Mr. Pax is President of Pax Machine Works, Inc. Mssrs. Eickelberger, Fliehman and Pax and Mses. Brown and Golliher are excellent, local leaders. We are glad they’ve brought their talents to our team. The Power of Why Simon Sinek, in a popular TED Talk, discusses the difference between good and great companies. He suggests that good companies know what they do and how they do it. But great companies not only know what they do and how they do it, but also why they do it. As Mr. Sinek states, “Customers don’t buy what you do or how you do it—they buy why you do it.” What is our Why? In The Power of Full Engagement, authors Jim Loehr and Tony Schwartz describe four dimensions of energy: Physical, Emotional, Mental and Spiritual. They discuss how each is like a bucket: it can be drained or filled. We like to help people fill their energy buckets; we want to add to their reservoirs. If we help people flourish in this way, they are pleased and we are delighted. If they then think of us when they have some type of financial need, great. If not, still great. We have been here for 100+ years, and we are patient. We can control the degree to which we help people fill their energy buckets; we cannot compel their need for a loan, deposit or investment account. But when they do need one, maybe, just maybe, they will turn to someone who helped them in the rest of their life. 5 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 6 F I N A N C I A L H I G H L I G H T S (In thousands, except per share data) Earnings: Total interest income Total interest expense Net interest income Net income Per Share: Net income – basic Net income – diluted Cash dividends declared Common book value (end of period) At Year-End: Total assets Deposits Loans Investment securities Total borrowings Total shareholders’ equity Ratios: Return on average equity Return on average assets Efficiency ratio 2016 $276,258 38,172 238,086 86,135 5.62 5.59 3.76 48.38 $7,467,586 5,521,956 5,271,857 1,579,783 1,134,076 742,240 11.68% 1.16% 62.34% 2015 $ 265,074 37,442 227,632 81,012 5.27 5.26 3.76 46.53 $7,311,354 5,347,642 5,068,085 1,643,879 1,177,347 713,355 11.40% 1.11% 60.98% Percent Change 4.22% 1.95% 4.59% 6.32% 6.64% 6.27% — 3.98% 2.14% 3.26% 4.02% –3.90% –3.68% 4.05% 2.46% 4.50% 2.23% 6 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 7 S H A R E H O L D E R S ’ I N F O R M A T I O N STOCK LISTING: NYSE MKT Symbol – PRK CUSIP #700658107 GENERAL SHAREHOLDER INQUIRIES: Park National Corporation Brady T. Burt, Secretary 50 North Third Street Post Office Box 3500 Newark, Ohio 43058-3500 740/349-3927 DIVIDEND REINVESTMENT PLAN: The Corporation offers a plan whereby participating shareholders can purchase additional Park National Corporation common shares through automatic reinvestment of their regular quarterly cash dividends. All commissions and fees connected with the purchase and safekeeping of the common shares are paid by the Corporation. Details of the plan and an enrollment card can be obtained by contacting the Corporation’s Stock Transfer Agent and Registrar as indicated below. DIRECT DEPOSIT OF DIVIDENDS: The Corporation’s shareholders may have their dividend payments directly deposited into their checking, savings or money market account. This direct deposit of dividends is free for all share holders. If you have any questions or need an enrollment form, please contact the Corporation’s Stock Transfer Agent and Registrar as indicated below. STOCK TRANSFER AGENT AND REGISTRAR: The Park National Bank Shareholder Services located at First-Knox National Bank, Division of The Park National Bank Post Office Box 1270 One South Main Street Mount Vernon, Ohio 43050-1270 740/399-5208, 800/837-5266 Ext. 5208 shareholderservices@firstknox.com FORM 10-K: All forms filed by the Corporation with the SEC (including our Form 10-K for 2016) are available on our website by clicking on the “SEC Filing” section and then the “Documents/ SEC Filings” section of the “Investor Relations” page. These forms may also be obtained, without charge, by contacting the Secretary as indicated above. INTERNET ADDRESS: www.parknationalcorp.com E-MAIL: Brady T. Burt bburt@parknationalbank.com 7 PARKNATIONAL C O R P O R A T I O N Total Financial Service Centers: 112 Total ATMs: 138 Website: ParkNationalCorp.com Asset Size: $7.4 billion Headquarters: Newark, Ohio NYSE MKT: PRK Donna M. Alvarado President AGUILA International Brady T. Burt Chief Financial Officer The Park National Corporation C. Daniel DeLawder Chairman The Park National Corporation James R. DeRoberts Partner Gardiner, Allen, DeRoberts Insurance F.W. Englefield, IV President Englefield, Inc. Alicia Sweet Hupp President and CEO Sweet Manufacturing Company Stephen J. Kambeitz Entrepreneur Timothy S. McLain Vice President McLain, Hill, Rugg & Associates, Inc. Robert E. O’Neill President Southgate Corporation Julia A. Sloat President and COO AEP Ohio William T. McConnell Director Emeritus J. Gilbert Reese Director Emeritus Rick R. Taylor President Jay Industries, Inc. David L. Trautman President The Park National Corporation Leon Zazworsky President Mid State Systems, Inc. Executive Officer Listing Chairman President C. Daniel DeLawder David L. Trautman Chief Financial Officer Brady T. Burt 8 Offices: 16 ATMs: 14 Website: CenturyNationalBank.com Phone: 740.454.2521 or 800.321.7061 Chairman: Thomas M. Lyall President: Patrick L. Nash Counties Served: Athens, Coshocton, Hocking, Muskingum, Perry, Tuscarawas Zanesville - East* 80 Sunrise Center Drive Zanesville, Ohio 43701 740.455.7305 Zanesville - Kroger* 3387 Maple Avenue Zanesville, Ohio 43701 740.455.7326 Zanesville - Lending Center* 505 Market Street Zanesville, Ohio 43701 740.454.6892 Zanesville - North* 1201 Brandywine Boulevard Zanesville, Ohio 43701 740.455.7285 Zanesville - North Military* 990 Military Road Zanesville, Ohio 43701 740.454.8505 Zanesville - South* 2127 Maysville Avenue Zanesville, Ohio 43701 740.455.7301 Zanesville - South Maysville* 2810 Maysville Pike Zanesville, Ohio 43701 740.455.3169 *Includes Automated Teller Machine New Philadelphia Tuscarawas County Coshocton County Coshocton Newcomerstown Dresden New Concord Zanesville [8] Muskingum County Perry County New Lexington Logan Hocking County Athens Athens County Main Office - Zanesville 14 South Fifth Street Post Office Box 1515 Zanesville, Ohio 43702 740.454.2521 Athens* 898 East State Street Athens, Ohio 45701 740.593.7756 Coshocton* 100 Downtowner Plaza Coshocton, Ohio 43812 740.623.0114 Dresden* 91 West Dave Longaberger Avenue Dresden, Ohio 43821 740.754.2265 Logan* 61 North Market Street Logan, Ohio 43138 740.385.5621 New Concord* 1 West Main Street New Concord, Ohio 43762 740.826.7676 New Lexington* 206 North Main Street New Lexington, Ohio 43764 740.342.4103 New Philadelphia Lending Center 1309 Fourth Street N.W., Suite B New Philadelphia, Ohio 44663 330.681.7000 Newcomerstown* 220 East State Street Newcomerstown, Ohio 43832 740.498.4103 PARKNATIONAL C O R P O R A T I O N Total Financial Service Centers: 122 Total ATMs: 141 Website: ParkNationalCorp.com Asset Size: $7.3 billion Headquarters: Newark, Ohio NYSE MKT: PRK Offices: 16 ATMs: 14 Website: CenturyNationalBank.com Phone: 740.454.2521 or 800.321.7061 Chairman: Thomas M. Lyall President: Patrick L. Nash Counties Served: Athens, Coshocton, Hocking, Muskingum, Perry, Tuscarawas Donna M. Alvarado Maureen H. Buchwald Brady T. Burt C. Daniel DeLawder James R. DeRoberts President Owner Chief Financial Officer Chairman Partner AGUILA International Glen Hill Orchards, Ltd. Park National Corporation Park National Corporation Gardiner, Allen, DeRoberts Insurance F.W. Englefield, IV President Alicia Sweet Hupp President and CEO Englefield, Inc. Sweet Manufacturing Stephen J. Kambeitz Timothy S. McLain Robert E. O’Neill President and CFO R.C. Olmstead, Inc. Vice President President McLain, Hill, Rugg & Southgate Corporation Company Associates, Inc. William T. McConnell Director Emeritus J. Gilbert Reese Director Emeritus American Electric Jay Industries, Inc. Park National Corporation Mid State Systems, Inc. Rick R. Taylor President David L. Trautman Leon Zazworsky President President Julia A. Sloat Treasurer Power Officer Listing Chairman C. Daniel DeLawder President David L. Trautman Chief Financial Officer Brady T. Burt Brady T. Burt is the Chief Financial Officer and not a member of the board of directors. New Philadelphia Tuscarawas County Coshocton County Coshocton Newcomerstown Dresden New Concord Zanesville [8] Muskingum County Perry County New Lexington Logan Hocking County Athens Athens County Zanesville - East* 80 Sunrise Center Drive Zanesville, Ohio 43701 740.455.7305 Zanesville - Kroger* 3387 Maple Avenue Zanesville, Ohio 43701 740.455.7326 Zanesville - Lending Center* 505 Market Street Zanesville, Ohio 43701 740.454.6892 Zanesville - North* 1201 Brandywine Boulevard Zanesville, Ohio 43701 740.455.7285 Zanesville - North Military* 990 Military Road Zanesville, Ohio 43701 740.454.8505 Zanesville - South* 2127 Maysville Avenue Zanesville, Ohio 43701 740.455.7301 Zanesville - South Maysville* 2810 Maysville Pike Zanesville, Ohio 43701 740.455.3169 *Includes Automated Teller Machine Main Office - Zanesville 14 South Fifth Street Post Office Box 1515 Zanesville, Ohio 43702 740.454.2521 Athens* 898 East State Street Athens, Ohio 45701 740.593.7756 Coshocton* 100 Downtowner Plaza Coshocton, Ohio 43812 740.623.0114 Dresden* 91 West Dave Longaberger Avenue Dresden, Ohio 43821 740.754.2265 Logan* 61 North Market Street Logan, Ohio 43138 740.385.5621 New Concord* 1 West Main Street New Concord, Ohio 43762 740.826.7676 New Lexington* 206 North Main Street New Lexington, Ohio 43764 740.342.4103 New Philadelphia Lending Center 1309 Fourth Street N.W., Suite B New Philadelphia, Ohio 44663 330.681.7000 Newcomerstown* 220 East State Street Newcomerstown, Ohio 43832 740.498.4103 9 Franklin County Reynoldsburg Pickerington Canal Winchester Baltimore Fairfield County Lancaster [6] FAIRFIELD NATIONAL BANK DIVISION OF THE PARK NATIONAL BANK Offices: 10 ATMs: 14 Website: FairfieldNationalBank.com Phone: 740.653.7242 or 800.324.7353 President: Stephen G. Wells Counties Served: Fairfield, Franklin Canal Winchester, Ohio 43110 401 North Ewing Street Lancaster - West Fair* 1001 West Fair Avenue Lancaster, Ohio 43130 740.653.1199 Pickerington* 1274 Hill Road North Pickerington, Ohio 43147 614.759.1522 Reynoldsburg - Slate Ridge* 1988 Baltimore-Reynoldsburg Road (Route 256) Reynoldsburg, Ohio 43068 614.868.1988 Off-Site ATM Locations Lancaster - Fairfield Medical Center (2) Lancaster - Ohio University - Lancaster 1570 Granville Pike *Includes Automated Teller Machine Main Office - Lancaster* 143 West Main Street Post Office Box 607 Lancaster, Ohio 43130 740.653.7242 Main Office Drive-Thru* 150 West Wheeling Street Lancaster, Ohio 43130 740.653.7242 Baltimore* 1301 West Market Street Baltimore, Ohio 43105 740.862.4104 Canal Winchester* 6195 Gender Road 614.920.2454 Lancaster - East Main* 1001 East Main Street Lancaster, Ohio 43130 740.653.5598 Lancaster - East Main Street - Kroger* 1141 East Main Street Lancaster, Ohio 43130 740.653.9375 Lancaster - Meijer* 2900 Columbus-Lancaster Road Lancaster, Ohio 43130 740.687.1000 Lancaster - Memorial Drive* 1280 North Memorial Drive Lancaster, Ohio 43130 740.653.1422 Advisory Board Michael L. Bennett Second Capital Consulting, LLC Ward D. Coffman, III Coffman Law Offices Henry C. Littick, II Southeastern Ohio Broadcasting Systems, Inc. Patrick L. Nash President, Century National Bank Julie A. Brown Fink’s Harley-Davidson, Southside Collision, Fink’s Quality Cars and Fink’s Custom Vans Clinton W. Cameron Cameron Drilling Company Scott D. Eickelberger Kincaid, Taylor and Geyer Robert D. Goodrich, II Retired, Wendy’s Management Group, Inc. Patrick L. Hennessey P&D Transportation, Inc. Thomas M. Lyall Chairman, Century National Bank Timothy S. McLain, CPA McLain, Hill, Rugg and Associates, Inc. Dr. Anne C. Steele Muskingum University Dr. Robert J. Thompson Retired, Neurological Associates of Southeastern Ohio, Inc. Bruce D. Kolopajlo Rebecca R. Porteus Thomas N. Sulens Alton P. Thompson Assistant Vice Presidents Ann M. Gildow Susan A. Lasure Paula L. Meadows Martin L. Merryman Jeremy A. Morrow William J. Murphy* Jodi C. Pagath Amy M. Pinson Terri L. Sidwell Victoria M. Thomas Jennifer L. Thompson Banking Officers Darin S. Alexander Jessica L. Cranz Susan T. Edwards Lynn M. Garrison Noelle K. Jarrett Alaina J. Joseph Kim S. Kang William E. Rinehart Paula J. Stewart Beth A. Stillwell Susan L. Summers Jason L. Wilhelm Administrative Officers Molly J. Allen Jana R. Brandon John D. DalPonte Sonya R. Denny Aaron W. Frick Amber M. Gibson Diana L. McHenry Saundra S. Pritchard Kayla M. Renner Christy S. Robinson Gary R. Russell II Kandy M. Sampsel Emila S. Smith Brittany J. Stubbs Elaine L. White *Trust Officer Officer Listing Chairman Thomas M. Lyall President Patrick L. Nash Senior Vice Presidents James C. Blythe Barbara A. Gibbs Jody D. Spencer* Vice Presidents Robert W. Bigrigg Derek A. Boothe Theresa M. Gilligan Stephen A. Haren Jeffrey C. Jordan Brian G. Kaufman 10 Advisory Board Michael L. Bennett Second Capital Consulting, LLC Ward D. Coffman, III Coffman Law Offices Henry C. Littick, II Patrick L. Nash Southeastern Ohio Broadcasting President, Century Systems, Inc. National Bank Julie A. Brown Fink’s Harley-Davidson, Southside Collision, Fink’s Quality Cars and Fink’s Custom Vans Clinton W. Cameron Cameron Drilling Company Scott D. Eickelberger Kincaid, Taylor and Geyer Robert D. Goodrich, II Retired, Wendy’s Management Group, Inc. Patrick L. Hennessey P&D Transportation, Inc. Thomas M. Lyall Chairman, Century National Bank Timothy S. McLain, CPA McLain, Hill, Rugg and Associates, Inc. Dr. Anne C. Steele Muskingum University Dr. Robert J. Thompson Retired, Neurological Associates of Southeastern Ohio, Inc. Officer Listing Chairman Thomas M. Lyall President Patrick L. Nash Senior Vice Presidents James C. Blythe Barbara A. Gibbs Jody D. Spencer* Vice Presidents Robert W. Bigrigg Derek A. Boothe Theresa M. Gilligan Stephen A. Haren Jeffrey C. Jordan Brian G. Kaufman Assistant Vice Presidents Bruce D. Kolopajlo Rebecca R. Porteus Thomas N. Sulens Alton P. Thompson Ann M. Gildow Susan A. Lasure Paula L. Meadows Martin L. Merryman Jeremy A. Morrow William J. Murphy* Jodi C. Pagath Amy M. Pinson Terri L. Sidwell Victoria M. Thomas Jennifer L. Thompson Banking Officers Darin S. Alexander Jessica L. Cranz Susan T. Edwards Lynn M. Garrison Noelle K. Jarrett Alaina J. Joseph Kim S. Kang William E. Rinehart Paula J. Stewart Beth A. Stillwell Susan L. Summers Jason L. Wilhelm Molly J. Allen Jana R. Brandon John D. DalPonte Sonya R. Denny Aaron W. Frick Amber M. Gibson Diana L. McHenry Saundra S. Pritchard Kayla M. Renner Christy S. Robinson Gary R. Russell II Kandy M. Sampsel Emila S. Smith Brittany J. Stubbs Elaine L. White Administrative Officers *Trust Officer FAIRFIELD NATIONAL BANK DIVISION OF THE PARK NATIONAL BANK Offices: 10 ATMs: 14 Website: FairfieldNationalBank.com Phone: 740.653.7242 or 800.324.7353 President: Stephen G. Wells Counties Served: Fairfield, Franklin Lancaster - West Fair* 1001 West Fair Avenue Lancaster, Ohio 43130 740.653.1199 Pickerington* 1274 Hill Road North Pickerington, Ohio 43147 614.759.1522 Reynoldsburg - Slate Ridge* 1988 Baltimore-Reynoldsburg Road (Route 256) Reynoldsburg, Ohio 43068 614.868.1988 Off-Site ATM Locations Lancaster - Fairfield Medical Center (2) 401 North Ewing Street Lancaster - Ohio University - Lancaster 1570 Granville Pike *Includes Automated Teller Machine Main Office - Lancaster* 143 West Main Street Post Office Box 607 Lancaster, Ohio 43130 740.653.7242 Main Office Drive-Thru* 150 West Wheeling Street Lancaster, Ohio 43130 740.653.7242 Baltimore* 1301 West Market Street Baltimore, Ohio 43105 740.862.4104 Canal Winchester* 6195 Gender Road Canal Winchester, Ohio 43110 614.920.2454 Lancaster - East Main* 1001 East Main Street Lancaster, Ohio 43130 740.653.5598 Lancaster - East Main Street - Kroger* 1141 East Main Street Lancaster, Ohio 43130 740.653.9375 Lancaster - Meijer* 2900 Columbus-Lancaster Road Lancaster, Ohio 43130 740.687.1000 Lancaster - Memorial Drive* 1280 North Memorial Drive Lancaster, Ohio 43130 740.653.1422 Franklin County Reynoldsburg Pickerington Canal Winchester Baltimore Fairfield County Lancaster [6] 11 Offices: 3 ATMs: 4 Website: FarmersandSavings.com Phone: 419.994.4115 or 855.345.0899 President: Brian R. Hinkle County Served: Ashland Off-Site ATM Location Loudonville - Stake’s Short Stop 3052 State Route 3 *Includes Automated Teller Machine Ashland County Ashland Perrysville Loudonville Main Office - Loudonville* 120 North Water Street Post Office Box 179 Loudonville, Ohio 44842-0179 419.994.4115 Ashland* 1161 East Main Street Ashland, Ohio 44805-2831 419.281.1590 Perrysville* 112 North Bridge Street Post Office Box 156 Perrysville, Ohio 44864-0156 419.938.5622 FAIRFIELD NATIONAL BANK DIVISION OF THE PARK NATIONAL BANK Advisory Board Charles P. Bird, Ph.D. Retired, Ohio University Leonard F. Gorsuch Fairfield Homes, Inc. Jonathan W. Nusbaum, M.D. Retired, Surgeon Stephen G. Wells President, Fairfield National Bank Dean DeRolph Kumler Collision and Automotive Eleanor V. Hood The Lancaster Festival S. Alan Risch Risch Drug Stores, Inc. Jennifer Johns Friel Midwest Fabricating Company James L. McLain, II McLain, Hill, Rugg and Associates, Inc. Officer Listing President Stephen G. Wells Vice Presidents Daniel R. Bates Jamey L. Binkley Scott A. Reed Laura F. Tussing* Assistant Vice Presidents Molly S. Bates Michael D. Mitchell* Sean P. Murnane Trudy M. Reeb Jason A. Saul Kim I. Sheldon Luann K. Snyder* 12 Administrative Officers Scott M. Gray Katherine A. Smiley Parker *Trust Officer Banking Officers Vincent E. Carpico* Grace R. Cline Andrew J. Connell Eric W. Croft Daniel J. Fawcett* Edward J. Gurile, III Cynthia A. Moore Tiffany J. Ruckman Brenda S. Shamblin Allison G. Spangler* Tina L. Taley Advisory Board Patricia A. Byerly Retired, Byerly-Lindsey Funeral Home Timothy R. Cowen Cowen Truck Line, Inc. Brian R. Hinkle President, Farmers Bank Roger E. Stitzlein Loudonville Farmers Equity Chris D. Tuttle Amish Oak Furniture Company, Inc. Gordon E. Yance Retired President, First-Knox National Bank Officer Listing President Brian R. Hinkle Vice President Sharon E. Blubaugh Assistant Vice President Gregory A. Henley Banking Officer Todd A. Geren Administrative Officers Melissa A. Caudill Brenda S. Mitchell Charles P. Bird, Ph.D. Retired, Ohio University Leonard F. Gorsuch Fairfield Homes, Inc. Jonathan W. Nusbaum, M.D. Retired, Surgeon Stephen G. Wells President, Fairfield National Bank Dean DeRolph Eleanor V. Hood S. Alan Risch Kumler Collision and Automotive The Lancaster Festival Risch Drug Stores, Inc. FAIRFIELD NATIONAL BANK DIVISION OF THE PARK NATIONAL BANK Advisory Board Jennifer Johns Friel Midwest Fabricating Company James L. McLain, II McLain, Hill, Rugg and Associates, Inc. Officer Listing President Stephen G. Wells Vice Presidents Daniel R. Bates Jamey L. Binkley Scott A. Reed Laura F. Tussing* Assistant Vice Presidents Molly S. Bates Michael D. Mitchell* Sean P. Murnane Trudy M. Reeb Jason A. Saul Kim I. Sheldon Luann K. Snyder* Offices: 3 ATMs: 4 Website: FarmersandSavings.com Phone: 419.994.4115 or 855.345.0899 President: Brian R. Hinkle County Served: Ashland Off-Site ATM Location Loudonville - Stake’s Short Stop 3052 State Route 3 *Includes Automated Teller Machine Ashland County Ashland Perrysville Loudonville Main Office - Loudonville* 120 North Water Street Post Office Box 179 Loudonville, Ohio 44842-0179 419.994.4115 Ashland* 1161 East Main Street Ashland, Ohio 44805-2831 419.281.1590 Perrysville* 112 North Bridge Street Post Office Box 156 Perrysville, Ohio 44864-0156 419.938.5622 Administrative Officers Scott M. Gray Katherine A. Smiley Parker *Trust Officer Banking Officers Vincent E. Carpico* Grace R. Cline Andrew J. Connell Eric W. Croft Daniel J. Fawcett* Edward J. Gurile, III Cynthia A. Moore Tiffany J. Ruckman Brenda S. Shamblin Allison G. Spangler* Tina L. Taley Advisory Board Patricia A. Byerly Retired, Byerly-Lindsey Funeral Home Timothy R. Cowen Cowen Truck Line, Inc. Brian R. Hinkle President, Farmers Bank Roger E. Stitzlein Loudonville Farmers Equity Chris D. Tuttle Amish Oak Furniture Company, Inc. Gordon E. Yance Retired President, First-Knox National Bank Officer Listing President Brian R. Hinkle Vice President Sharon E. Blubaugh Assistant Vice President Gregory A. Henley Banking Officer Todd A. Geren Administrative Officers Melissa A. Caudill Brenda S. Mitchell 13 Offices: 10 ATMs: 17 Website: FirstKnox.com Phone: 740.399.5500 or 800.837.5266 President: Vickie A. Sant Counties Served: Holmes, Knox, Morrow, Richland, Wayne Main Office - Mount Vernon* One South Main Street Post Office Box 1270 Mount Vernon, Ohio 43050 740.399.5500 Mount Vernon - Operations Center 105 West Vine Street Post Office Box 1270 Mount Vernon, Ohio 43050 740.399.5500 Richland County Wayne County Wooster Advisory Board Wooster 2148 Eagle Pass, Suite G Wooster, Ohio 44691 330.462.7030 Off-Site ATM Locations Gambier - Kenyon College Bookstore 106 Gaskin Avenue Mount Gilead Morrow County Bellville Fredericktown Danville Mount Vernon [3] Centerburg Knox County Holmes County Millersburg Howard - Apple Valley 21973 Coshocton Road Millersburg - BAGS 88 East Jackson Street Mount Gilead - Morrow County Hospital 651 West Marion Road Mount Vernon - Colonial City Lanes 110 Mount Vernon Avenue Mount Vernon - COTC - Ariel Hall 236 South Main Street Mount Vernon - Knox Community Hospital 1330 Coshocton Road Mount Vernon - Mount Vernon Nazarene University 800 Martinsburg Road Mount Vernon 11 West Vine Street *Includes Automated Teller Machine Robert E. Boss Executive Vice President, First-Knox National Bank Daniel L. Mathie Critchfield, Critchfield & Johnston, Ltd. Vickie A. Sant President and Chairwoman, First-Knox National Bank Maureen H. Buchwald Glen Hill Orchards, Ltd. Noel C. Parrish NOE, Inc. Roger E. Stitzlein Loudonville Farmers Equity William B. Levering Mark R. Ramser Levering Management, Inc. Ohio Cumberland Gas Co. Gordon E. Yance Retired President, First-Knox National Bank Officer Listing President Vickie A. Sant Executive Vice President Robert E. Boss Senior Vice Presidents Cheri L. Butcher* Julie A. Leonard Vice Presidents Cynthia L. Higgs James W. Hobson Jerry D. Simon Todd P. Vermilya Assistant Vice Presidents Timothy H. Bahler Heather A. Brayshaw Phyllis D. Colopy Rachelle E. Dallas Wendi M. Fowler* Todd M. Hawkins* Debra E. Holiday Jason B. Hummel R. Edward Kline Mary A. Loyd* James S. Meyer Banking Officers Gabriel J. Aufrance Nicholas R. Blanchard Levi D. Curry Lance E. Dill Krystal E. Drye Brandon D. Hayes Kassandra L. Hoeflich David E. Humphrey Darrell E. Lee Sherry L. Snyder Steven A. Waers Administrative Officers Katherine M. Bartlebaugh** Kimberly A. Burgess Deborah J. Daniels** Laurie P. Gallwitz Heather L. Hankins Cynthia K. Hogle Jeffrey A. Kinney Matia M. Mathews Paul J. Mayville Douglas R. McCann Paulina S. McQuigg Monique A. Milligan Fawn J. Mollenkopf Tiffany D. Stefano *Trust Officer **Assistant Trust Officer Bellville* 154 Main Street Bellville, Ohio 44813 419.886.3711 Centerburg* 35 West Main Street Post Office Box F Centerburg, Ohio 43011 740.625.6136 Danville* 4 South Market Street Post Office Box 29 Danville, Ohio 43014 740.599.6686 Fredericktown* 137 North Main Street Fredericktown, Ohio 43019 740.694.2035 Millersburg 225 North Clay Street Millersburg, Ohio 44654 330.674.2610 Mount Gilead* 504 West High Street Mount Gilead, Ohio 43338 419.946.9010 Mount Vernon - Blackjack Road* 8641 Blackjack Road Mount Vernon, Ohio 43050 740.399.5260 Mount Vernon - Coshocton Avenue* 810 Coshocton Avenue Mount Vernon, Ohio 43050 740.397.5551 14 Offices: 10 ATMs: 17 Website: FirstKnox.com Phone: 740.399.5500 or 800.837.5266 President: Vickie A. Sant Counties Served: Holmes, Knox, Morrow, Richland, Wayne Bellville* 154 Main Street Bellville, Ohio 44813 419.886.3711 Centerburg* 35 West Main Street Post Office Box F Centerburg, Ohio 43011 740.625.6136 Danville* 4 South Market Street Post Office Box 29 Danville, Ohio 43014 740.599.6686 Fredericktown* 137 North Main Street Fredericktown, Ohio 43019 740.694.2035 Millersburg 225 North Clay Street Millersburg, Ohio 44654 330.674.2610 Mount Gilead* 504 West High Street Mount Gilead, Ohio 43338 419.946.9010 Mount Vernon - Blackjack Road* 8641 Blackjack Road Mount Vernon, Ohio 43050 740.399.5260 Mount Vernon - Coshocton Avenue* 810 Coshocton Avenue Mount Vernon, Ohio 43050 740.397.5551 Howard - Apple Valley 21973 Coshocton Road Millersburg - BAGS 88 East Jackson Street Mount Gilead - Morrow County Hospital 651 West Marion Road Mount Vernon - Colonial City Lanes 110 Mount Vernon Avenue Mount Vernon - COTC - Ariel Hall 236 South Main Street Mount Vernon - Knox Community Hospital 1330 Coshocton Road Mount Vernon - Mount Vernon Nazarene University 800 Martinsburg Road Mount Vernon 11 West Vine Street *Includes Automated Teller Machine Main Office - Mount Vernon* One South Main Street Post Office Box 1270 Mount Vernon, Ohio 43050 740.399.5500 Mount Vernon - Operations Center 105 West Vine Street Post Office Box 1270 Mount Vernon, Ohio 43050 740.399.5500 Richland County Wayne County Wooster Advisory Board Wooster 2148 Eagle Pass, Suite G Wooster, Ohio 44691 330.462.7030 Off-Site ATM Locations Gambier - Kenyon College Bookstore 106 Gaskin Avenue Mount Gilead Morrow County Bellville Fredericktown Danville Mount Vernon [3] Centerburg Knox County Holmes County Millersburg Robert E. Boss Executive Vice President, First-Knox National Bank Daniel L. Mathie Critchfield, Critchfield & Johnston, Ltd. Vickie A. Sant President and Chairwoman, First-Knox National Bank Maureen H. Buchwald Glen Hill Orchards, Ltd. Noel C. Parrish NOE, Inc. Roger E. Stitzlein Loudonville Farmers Equity William B. Levering Levering Management, Inc. Mark R. Ramser Ohio Cumberland Gas Co. Gordon E. Yance Retired President, First-Knox National Bank Officer Listing President Vickie A. Sant Executive Vice President Robert E. Boss Senior Vice Presidents Cheri L. Butcher* Julie A. Leonard Vice Presidents Cynthia L. Higgs James W. Hobson Jerry D. Simon Todd P. Vermilya Assistant Vice Presidents Timothy H. Bahler Heather A. Brayshaw Phyllis D. Colopy Rachelle E. Dallas Wendi M. Fowler* Todd M. Hawkins* Debra E. Holiday Jason B. Hummel R. Edward Kline Mary A. Loyd* James S. Meyer Banking Officers Gabriel J. Aufrance Nicholas R. Blanchard Levi D. Curry Lance E. Dill Krystal E. Drye Brandon D. Hayes Kassandra L. Hoeflich David E. Humphrey Darrell E. Lee Sherry L. Snyder Steven A. Waers Administrative Officers Katherine M. Bartlebaugh** Kimberly A. Burgess Deborah J. Daniels** Laurie P. Gallwitz Heather L. Hankins Cynthia K. Hogle Jeffrey A. Kinney Matia M. Mathews Paul J. Mayville Douglas R. McCann Paulina S. McQuigg Monique A. Milligan Fawn J. Mollenkopf Tiffany D. Stefano *Trust Officer **Assistant Trust Officer 15 PARK NATIONAL BANK Offices: 16 ATMs: 22 Website: ParkNationalBank.com Phone: 740.349.8451 or 888.545.4762 Chairman: C. Daniel DeLawder President: David L. Trautman Counties Served: Franklin, Licking Johnstown Utica Licking County Granville Pataskala Newark [6] Heath [2] Hebron Worthington Gahanna Franklin County Columbus Off-Site ATM Locations Granville - Denison University, Slayter Hall 200 Ridge Road Granville - Kendal at Granville 2158 Columbus Road Hebron - Kroger 600 East Main Street Newark - Licking Memorial Hospital 1320 West Main Street Newark - OSU-N/COTC Campus 1179 University Drive Reynoldsburg - Kroger 6962 East Main Street *Includes Automated Teller Machine **Includes Automated Teller Machine Drive-up and Inside Newark - Eastland* 1008 East Main Street Newark, Ohio 43055 740.349.3942 Newark - Kroger Marketplace* 1155 North 21st Street Newark, Ohio 43055 740.349.3946 Newark - McMillen* 1633 West Main Street Newark, Ohio 43055 740.349.3944 Newark - 21st Street* 990 North 21st Street Newark, Ohio 43055 740.349.3943 Newark - Operations Centers 21 South First Street 22 South First Street 51 North Third Street Newark, Ohio 43055 740.349.8633 Pataskala - Kroger** 350 East Broad Street Pataskala, Ohio 43062 740.927.8113 Utica* 33 South Main Street Post Office Box 486 Utica, Ohio 43080 740.892.3841 Worthington* 7140 North High Street Worthington, Ohio 43085 614.841.0123 Main Office - Newark* 50 North Third Street Post Office Box 3500 Newark, Ohio 43055 740.349.8451 Columbus 140 East Town Street, Suite 1400 Columbus, Ohio 43215 614.228.0063 Gahanna - Kroger* 1365 Stoneridge Drive Gahanna, Ohio 43230 614.475.5213 Granville* 119 East Broadway Granville, Ohio 43023 740.587.0238 Heath - Southgate* 567 Hebron Road Heath, Ohio 43056 740.522.3176 Heath - 30th Street* 800 South 30th Street Heath, Ohio 43056 740.522.5693 Hebron* 103 East Main Street Post Office Box 268 Hebron, Ohio 43025 740.928.2691 Johnstown* 60 West Coshocton Street Post Office Box 446 Johnstown, Ohio 43031 740.967.1831 Newark - Dugway* 1495 Granville Road Newark, Ohio 43055 740.349.3947 16 PARK NATIONAL BANK Board of Directors C. Daniel DeLawder Chairman, The Park National Bank James R. DeRoberts Gardiner, Allen, DeRoberts Insurance Officer Listing Chairman C. Daniel DeLawder President David L. Trautman Senior Vice Presidents Adrienne M. Brokaw Brady T. Burt Thomas J. Button Thomas M. Cummiskey* Robert N. Kent, Jr. Timothy J. Lehman Laura B. Lewis Matthew R. Miller Jason L. Painley Cheryl L. Snyder Paul E. Turner Jeffrey A. Wilson Vice Presidents Linda K. Ampadu Alan G. Anderson Gail A. Blizzard Edward L. Brady Jill A. Brewer Alice M. Browning James M. Buskirk* Bryan M. Campolo Peter G. Cassanos Cynthia L. Crane Kathleen O. Crowley Jaqueline L. Davis Lori T. Drake April R. Dusthimer Kelly A. Edds Brian J. Elder Jill S. Evans Andrew J. Fackler Joan L. Franks Donna M. Alvarado AGUILA International F.W. Englefield, IV Englefield, Inc. Robert E. O’Neill Southgate Corporation Stephen J. Kambietz Entrepreneur William T. McConnell Director Emeritus J. Gilbert Reese Director Emeritus Julia A. Sloat AEP Ohio David L. Trautman President, The Park National Bank Leon Zazworsky Mid State Systems, Inc. Jerrod F. Gambs John S. Gard* Jeffrey C. Gluntz Scott C. Green Frederick G. Hadley Linda M. Harris Cheri L. Hottinger Damon P. Howarth* Daniel L. Hunt Teresa M. Kroll* Craig M. Larson Candy J. Lehman Bethany B. Lewis Mark A. Longstreth Kelly M. Maloney Carl H. Mayer Lydia E. Miller Mark H. Miller Jennifer L. Morehead Cynthia A. Neely Kathy A. Patton Gregory M. Rhoads Karen K. Rice Scott R. Robertson David J. Rohde Ralph H. Root, III Christine S. Schneider Eric M. Sideri Robert G. Springer Linda M. Staubach Julie L. Strohacker* Peggy A. Tidwell Sandra S. Travis Angie D. Treadway Berkley C. Tuggle, Jr. Daniel H. Turben Stanley A. Uchida John B. Uible* Monte J. VanDeusen Bradden E. Waltz Barbara A. Wilson Christa D. Wright J. Bradley Zellar* Assistant Vice Presidents Corey S. Alton Lindsay M. Alton Kevin J. Andrew Angela J. Arnett-Corson Clinton G. Bailey Eric M. Baker* Renee L. Baker Brent A. Barnes Sharon L. Bolen Stephen E. Buchanan Erica L. Chance Jennifer S. Coates Jennifer G. Corbitt Amber L. Cummins* Aaron T. Dunifon Amanda K. Evans Catherine J. Evans Brenda M. Frakes David W. Hardy* Louise A. Harvey Teresa A. Hennessy Cynthia L. Kissel Steven J. Klein Daniel K. Maloney Julia E. McCormack William L. Nelson Karen L. Pavone Tracey E. Ramsey Steven E. Ritzer Jessica L. Royster Mareion A. Royster* Leda J. Rutledge Ruth Y. Sawyer Jeffrey L. Shellhaas James O. Spichiger John A. Stevens Lisa E. Stranger Lori B. Tabler Scott A. VanHorn Ginger R. Varner Jenny L. Ward Megan C. Warman* Heather N. Wiley D. Bradley Wilkins John C. Wolters Ryan D. Wood Banking Officers Ellen P. Akey Stephanie J. Allen Robert S. Allison Jessica J. Altman Jordi Arimany Michelle L. Arnold Thomas E. Ballard Renae M. Buchanan Jill E. Burnworth Tara L. Craaybeek Michael D. Dudgeon Kathryn S. Firestone Maxwell M. Fischer Allen S. Fish Adrienne L. Fisher Abigail C. Hobbs Candy L. Holbrook Cynthia R. Hollis Amber L. Keirns Lisa A. Keller Lauren M. Kellett* Diann M. Langwasser Kimberly G. McDonough April D. Milby Kathy K. Myers* Richard J. Patellos, Jr.* Sherri L. Pembrook Lacie M. Priest Jennifer L. Shanaberg Diane M. Oberfield* Paul P. Ragias Joyce A. Reaser Michelle A. Rood Rose M. Wilson Barry H. Winters Laura S. Wright Administrative Officers Brandon M. Akey Jack E. Arthur Kimberly K. Ballmann Janell K. Bame Andrea N. Bardsley Jennifer F. Bobb** Laura A. Clevenger Belinda L. Cole Regina B. Cullison John T. Erickson Teresa K. Faris Andrea J. Ford Darcy D. Grossett Adam S. Hoar** Asher D. Hunter Timothy A. Keith Jessica M. McPeek Jamie G. Norckauer** Shannon C. O’Dea-Miller Rodger D. Orr Scott D. Parks Jeffrey A. Pillow Abigail R. Rehbeck** Zachary A. Reuscher Jessica L. Schorger Melissa N. Spain Michelle M. Tipton Andrew S. Wear Christopher J. Wohlheter* David S. Zambo *Trust Officer **Assistant Trust Officer PARK NATIONAL BANK Offices: 16 ATMs: 22 Website: ParkNationalBank.com Phone: 740.349.8451 or 888.545.4762 Chairman: C. Daniel DeLawder President: David L. Trautman Counties Served: Franklin, Licking PARK NATIONAL BANK Board of Directors Donna M. Alvarado AGUILA International F.W. Englefield, IV Englefield, Inc. Robert E. O’Neill Southgate Corporation Main Office - Newark* 50 North Third Street Post Office Box 3500 Newark, Ohio 43055 740.349.8451 Columbus 140 East Town Street, Suite 1400 Columbus, Ohio 43215 614.228.0063 Gahanna - Kroger* 1365 Stoneridge Drive Gahanna, Ohio 43230 614.475.5213 Granville* 119 East Broadway Granville, Ohio 43023 740.587.0238 Heath - Southgate* 567 Hebron Road Heath, Ohio 43056 740.522.3176 Heath - 30th Street* 800 South 30th Street Heath, Ohio 43056 740.522.5693 Hebron* 103 East Main Street Post Office Box 268 Hebron, Ohio 43025 740.928.2691 Johnstown* 60 West Coshocton Street Post Office Box 446 Johnstown, Ohio 43031 740.967.1831 Newark - Dugway* 1495 Granville Road Newark, Ohio 43055 740.349.3947 Johnstown Utica Licking County Granville Pataskala Newark [6] Heath [2] Hebron Worthington Gahanna Franklin County Columbus Off-Site ATM Locations Granville - Denison University, Slayter Hall 200 Ridge Road Granville - Kendal at Granville 2158 Columbus Road Hebron - Kroger 600 East Main Street Newark - Licking Memorial Hospital 1320 West Main Street Newark - OSU-N/COTC Campus 1179 University Drive Reynoldsburg - Kroger 6962 East Main Street *Includes Automated Teller Machine **Includes Automated Teller Machine Drive-up and Inside Newark - Kroger Marketplace* Newark - Operations Centers Newark - Eastland* 1008 East Main Street Newark, Ohio 43055 740.349.3942 1155 North 21st Street Newark, Ohio 43055 740.349.3946 Newark - McMillen* 1633 West Main Street Newark, Ohio 43055 740.349.3944 Newark - 21st Street* 990 North 21st Street Newark, Ohio 43055 740.349.3943 21 South First Street 22 South First Street 51 North Third Street Newark, Ohio 43055 740.349.8633 Pataskala - Kroger** 350 East Broad Street Pataskala, Ohio 43062 740.927.8113 Utica* 33 South Main Street Post Office Box 486 Utica, Ohio 43080 740.892.3841 Worthington* 7140 North High Street Worthington, Ohio 43085 614.841.0123 C. Daniel DeLawder Chairman, The Park National Bank James R. DeRoberts Gardiner, Allen, DeRoberts Insurance Officer Listing Chairman C. Daniel DeLawder President David L. Trautman Senior Vice Presidents Adrienne M. Brokaw Brady T. Burt Thomas J. Button Thomas M. Cummiskey* Robert N. Kent, Jr. Timothy J. Lehman Laura B. Lewis Matthew R. Miller Jason L. Painley Cheryl L. Snyder Paul E. Turner Jeffrey A. Wilson Vice Presidents Linda K. Ampadu Alan G. Anderson Gail A. Blizzard Edward L. Brady Jill A. Brewer Alice M. Browning James M. Buskirk* Bryan M. Campolo Peter G. Cassanos Cynthia L. Crane Kathleen O. Crowley Jaqueline L. Davis Lori T. Drake April R. Dusthimer Kelly A. Edds Brian J. Elder Jill S. Evans Andrew J. Fackler Joan L. Franks Stephen J. Kambietz Entrepreneur William T. McConnell Director Emeritus J. Gilbert Reese Director Emeritus Julia A. Sloat AEP Ohio David L. Trautman President, The Park National Bank Leon Zazworsky Mid State Systems, Inc. Jerrod F. Gambs John S. Gard* Jeffrey C. Gluntz Scott C. Green Frederick G. Hadley Linda M. Harris Cheri L. Hottinger Damon P. Howarth* Daniel L. Hunt Teresa M. Kroll* Craig M. Larson Candy J. Lehman Bethany B. Lewis Mark A. Longstreth Kelly M. Maloney Carl H. Mayer Lydia E. Miller Mark H. Miller Jennifer L. Morehead Cynthia A. Neely Kathy A. Patton Gregory M. Rhoads Karen K. Rice Scott R. Robertson David J. Rohde Ralph H. Root, III Christine S. Schneider Eric M. Sideri Robert G. Springer Linda M. Staubach Julie L. Strohacker* Peggy A. Tidwell Sandra S. Travis Angie D. Treadway Berkley C. Tuggle, Jr. Daniel H. Turben Stanley A. Uchida John B. Uible* Monte J. VanDeusen Bradden E. Waltz Barbara A. Wilson Christa D. Wright J. Bradley Zellar* Assistant Vice Presidents Corey S. Alton Lindsay M. Alton Kevin J. Andrew Angela J. Arnett-Corson Clinton G. Bailey Eric M. Baker* Renee L. Baker Brent A. Barnes Sharon L. Bolen Stephen E. Buchanan Erica L. Chance Jennifer S. Coates Jennifer G. Corbitt Amber L. Cummins* Aaron T. Dunifon Amanda K. Evans Catherine J. Evans Brenda M. Frakes David W. Hardy* Louise A. Harvey Teresa A. Hennessy Cynthia L. Kissel Steven J. Klein Daniel K. Maloney Julia E. McCormack William L. Nelson Karen L. Pavone Tracey E. Ramsey Steven E. Ritzer Jessica L. Royster Mareion A. Royster* Leda J. Rutledge Ruth Y. Sawyer Jennifer L. Shanaberg Jeffrey L. Shellhaas James O. Spichiger John A. Stevens Lisa E. Stranger Lori B. Tabler Scott A. VanHorn Ginger R. Varner Jenny L. Ward Megan C. Warman* Heather N. Wiley D. Bradley Wilkins John C. Wolters Ryan D. Wood Banking Officers Ellen P. Akey Stephanie J. Allen Robert S. Allison Jessica J. Altman Jordi Arimany Michelle L. Arnold Thomas E. Ballard Renae M. Buchanan Jill E. Burnworth Tara L. Craaybeek Michael D. Dudgeon Kathryn S. Firestone Maxwell M. Fischer Allen S. Fish Adrienne L. Fisher Abigail C. Hobbs Candy L. Holbrook Cynthia R. Hollis Amber L. Keirns Lisa A. Keller Lauren M. Kellett* Diann M. Langwasser Kimberly G. McDonough April D. Milby Kathy K. Myers* Diane M. Oberfield* Richard J. Patellos, Jr.* Sherri L. Pembrook Lacie M. Priest Paul P. Ragias Joyce A. Reaser Michelle A. Rood Rose M. Wilson Barry H. Winters Laura S. Wright Administrative Officers Brandon M. Akey Jack E. Arthur Kimberly K. Ballmann Janell K. Bame Andrea N. Bardsley Jennifer F. Bobb** Laura A. Clevenger Belinda L. Cole Regina B. Cullison John T. Erickson Teresa K. Faris Andrea J. Ford Darcy D. Grossett Adam S. Hoar** Asher D. Hunter Timothy A. Keith Jessica M. McPeek Jamie G. Norckauer** Shannon C. O’Dea-Miller Rodger D. Orr Scott D. Parks Jeffrey A. Pillow Abigail R. Rehbeck** Zachary A. Reuscher Jessica L. Schorger Melissa N. Spain Michelle M. Tipton Andrew S. Wear Christopher J. Wohlheter* David S. Zambo *Trust Officer **Assistant Trust Officer 17 Offices: 11 ATMs: 11 Website: RichlandBank.com Phone: 419.525.8700 or 800.525.8702 President: Chris R. Hiner County Served: Richland Main Office - Mansfield* 3 North Main Street Post Office Box 355 Mansfield, Ohio 44901 419.525.8700 Butler* 85 Main Street Butler, Ohio 44822 419.883.3291 Lexington* 276 East Main Street Lexington, Ohio 44904 419.884.1054 Mansfield - Ashland Road* 797 Ashland Road Mansfield, Ohio 44905 419.589.6321 Mansfield - Cook Road* 460 West Cook Road Mansfield, Ohio 44907 419.756.3696 Mansfield - Lexington Avenue - Kroger* 1500 Lexington Avenue Mansfield, Ohio 44907 419.756.3587 Mansfield - Marion Avenue* 50 Marion Avenue Mansfield, Ohio 44903 419.524.3310 Mansfield - Springmill* 889 North Trimble Road Mansfield, Ohio 44906 419.747.4821 Mansfield - West Park* 1255 Park Avenue West Mansfield, Ohio 44906 419.529.5822 Ontario* 325 North Lexington-Springmill Road Ontario, Ohio 44906 419.529.4112 Shelby - Mansfield Avenue* 155 Mansfield Avenue Shelby, Ohio 44875 419.347.3111 *Includes Automated Teller Machine Richland County Shelby Ontario Mansfield [7] Lexington Butler Offices: 8 ATMs: 8 Website: ParkNationalBank.com Phone: 513.576.0600 or 888.474.7275 President: David J. Gooch Counties Served: Butler, Clermont, Hamilton New Richmond* 100 Western Avenue New Richmond, Ohio 45157 513.553.3131 Owensville* 5100 State Route 132 Owensville, Ohio 45160 513.732.2131 Rookwood* 3825 Edwards Road, Suite 520 Cincinnati, Ohio 45209 513.718.6040 West Chester* 8366 Princeton-Glendale Road West Chester, Ohio 45069 513.346.2000 *Includes Automated Teller Machine Butler County West Chester Hamilton County Milford Rookwood Eastgate Anderson Owensville Amelia Clermont County New Richmond Jeanne M. Golliher Cincinnati Development Fund Martin J. Grunder, Jr. Grunder Landscaping Co. Larry H. Maxey Synchronic Business Solutions Main Office - Eastgate* 4550 Eastgate Boulevard Cincinnati, Ohio 45245 513.753.0900 Amelia - Ohio Pike* 1187 Ohio Pike Amelia, Ohio 45102 513.753.7283 Anderson* 1075 Nimitzview Drive Cincinnati, Ohio 45230 513.232.9599 Milford* 25 Main Street Milford, Ohio 45150 513.831.4400 Advisory Board Thomas J. Button Senior Vice President, The Park National Bank Daniel L. Earley Chairman, Retired President, Park National Bank of Southwest Ohio and Northern Kentucky David J. Gooch President, Park National Bank of Southwest Ohio and Northern Kentucky Richard W. Holmes Retired, Pricewaterhouse Coopers, LLP Thomas E. Niehaus Vorys Advisors LLC Officer Listing President David J. Gooch Senior Vice Presidents Jennifer K. Fischer William M. Schumacker* Adam T. Stypula Vice Presidents Jay F. Berliner 18 Jason D. Hughes Timothy A. Kemper Louis J. Prabell Ginger L. Vining Joseph A. Wagner Assistant Vice Presidents Matthew M. Bauer Matthew D. Colwell Edward K. Cunningham Kim J. Cunningham Sam J. DeBonis James E. Hyson William K. Wright Banking Officers Jana M. Beal Michelle R. Hamilton Jason O. Verhoff Cyndy H. Wright Administrative Officers James P. Beck Tosha D. Leimberger Rachael L. Rice Michelle M. Sandlin Kevin M. Shellberg Danielle N. Thiel *Trust Officer Offices: 8 ATMs: 8 Website: ParkNationalBank.com Phone: 513.576.0600 or 888.474.7275 President: David J. Gooch Counties Served: Butler, Clermont, Hamilton New Richmond* 100 Western Avenue New Richmond, Ohio 45157 513.553.3131 Owensville* 5100 State Route 132 Owensville, Ohio 45160 513.732.2131 Rookwood* 3825 Edwards Road, Suite 520 Cincinnati, Ohio 45209 513.718.6040 West Chester* 8366 Princeton-Glendale Road West Chester, Ohio 45069 513.346.2000 *Includes Automated Teller Machine Butler County West Chester Hamilton County Rookwood Eastgate Anderson Owensville Milford Amelia Clermont County New Richmond Main Office - Eastgate* 4550 Eastgate Boulevard Cincinnati, Ohio 45245 513.753.0900 Amelia - Ohio Pike* 1187 Ohio Pike Amelia, Ohio 45102 513.753.7283 Anderson* 1075 Nimitzview Drive Cincinnati, Ohio 45230 513.232.9599 Milford* 25 Main Street Milford, Ohio 45150 513.831.4400 Advisory Board Thomas J. Button Senior Vice President, The Park National Bank Jeanne M. Golliher Cincinnati Development Fund Martin J. Grunder, Jr. Grunder Landscaping Co. Larry H. Maxey Synchronic Business Solutions Daniel L. Earley Chairman, Retired President, Park National Bank of Southwest Ohio and Northern Kentucky David J. Gooch President, Park National Bank of Southwest Ohio and Northern Kentucky Richard W. Holmes Retired, Pricewaterhouse Coopers, LLP Thomas E. Niehaus Vorys Advisors LLC Officer Listing President David J. Gooch Senior Vice Presidents Jennifer K. Fischer William M. Schumacker* Adam T. Stypula Vice Presidents Jay F. Berliner Jason D. Hughes Timothy A. Kemper Louis J. Prabell Ginger L. Vining Joseph A. Wagner Matthew M. Bauer Matthew D. Colwell Edward K. Cunningham Kim J. Cunningham Assistant Vice Presidents Michelle R. Hamilton Sam J. DeBonis James E. Hyson William K. Wright Banking Officers Jana M. Beal Jason O. Verhoff Cyndy H. Wright Administrative Officers James P. Beck Tosha D. Leimberger Rachael L. Rice Michelle M. Sandlin Kevin M. Shellberg Danielle N. Thiel *Trust Officer Offices: 11 ATMs: 11 Website: RichlandBank.com Phone: 419.525.8700 or 800.525.8702 President: Chris R. Hiner County Served: Richland Main Office - Mansfield* 3 North Main Street Post Office Box 355 Mansfield, Ohio 44901 419.525.8700 Butler* 85 Main Street Butler, Ohio 44822 419.883.3291 Lexington* 276 East Main Street Lexington, Ohio 44904 419.884.1054 Mansfield - Ashland Road* 797 Ashland Road Mansfield, Ohio 44905 419.589.6321 Mansfield - Cook Road* 460 West Cook Road Mansfield, Ohio 44907 419.756.3696 Mansfield - Lexington Avenue - Kroger* 1500 Lexington Avenue Mansfield, Ohio 44907 419.756.3587 Mansfield - Marion Avenue* 50 Marion Avenue Mansfield, Ohio 44903 419.524.3310 Mansfield - Springmill* 889 North Trimble Road Mansfield, Ohio 44906 419.747.4821 Mansfield - West Park* 1255 Park Avenue West Mansfield, Ohio 44906 419.529.5822 Ontario* 325 North Lexington-Springmill Road Ontario, Ohio 44906 419.529.4112 Shelby - Mansfield Avenue* 155 Mansfield Avenue Shelby, Ohio 44875 419.347.3111 *Includes Automated Teller Machine Richland County Shelby Ontario Mansfield [7] Lexington Butler 19 Offices: 8 ATMs: 7 Website: SecondNational.com Phone: 937.548.2122 or 855.548.2122 President: John E. Swallow Counties Served: Darke, Mercer Greenville - Third and Walnut* Greenville - North* 1302 Wagner Avenue Greenville, Ohio 45331 937.548.5068 175 East Third Street Greenville, Ohio 45331 937.547.2555 Greenville - Walmart* 1501 Wagner Avenue Greenville, Ohio 45331 937.548.4563 Versailles* 101 West Main Street Versailles, Ohio 45380 937.526.3287 *Includes Automated Teller Machine Mercer County Celina Fort Recovery Darke County Versailles Greenville [4] Arcanum Advisory Board Mark Breitinger Milark Industries, Inc. Benjamin A. Goldman Retired, Superior Building Services Timothy J. Lehman Senior Vice President, The Park National Bank Linda H. Smith Ashwood, LLC Michael L. Chambers J&B Acoustical, Inc. Chris R. Hiner President, Richland Bank Jeffrey S. Monica McDonald’s Rick R. Taylor Jay Industries, Inc. Officer Listing President Chris R. Hiner Executive Vice President Frank W. Wagner, II Senior Vice President Donald R. Harris, Jr. Vice Presidents Charla A. Irvin* Jeffrey A. Parton Rebecca J. Toomey Administrative Officers Lisa S. Clingan Vicky L. Garcia Janis L. Hoover Kristie L. Massa *Trust Officer Assistant Vice Presidents Edward A. Brauchler Jimmy D. Burton John Q. Cleland Edward E. Duffey Susan A. Fanello Ralph J. Kelsay Barbara A. Miller Sheryl L. Smith Linda M. Whited Banking Officers Carol L. Davis Clayton J. Herold Beth K. Malaska Barbara L. Schopp-Miller Ryan D. Smith Deborah A. Sweet 20 Main Office - Greenville 499 South Broadway Post Office Box 130 Greenville, Ohio 45331 937.548.2122 Arcanum* 603 North Main Street Arcanum, Ohio 45304 937.692.5191 Celina* 800 North Main Street Celina, Ohio 45822 419.268.0049 Fort Recovery* 117 North Wayne Street Fort Recovery, Ohio 45846 419.375.4101 Advisory Board Second National Bank Tyeis Baker-Baumann Rebsco, Inc. Officer Listing President John E. Swallow Vice Presidents C. Russell Badgett D. Todd Durham* Joy D. Greer Thomas J. Lawson Eric J. McKee Daniel G. Schmitz Steven C. Badgett Wayne G. Deschambeau Retired Executive Vice President, Wayne HealthCare Philip M. Fullenkamp Celina Insurance Group Michael J. Pax Pax Machine Works, Inc. Travis L. Fliehman Jeffrey E. Hittle Detling, Harlan & Fliehman, Ltd. Hittle Buick GMC, Inc. John E. Swallow President, Second National Bank Brian A. Wagner Assistant Vice Presidents Kimberly A. Baker Gerald O. Beatty Alexa J. Clark Debby J. Folkerth Vicki L. Neff Shane D. Stonebraker Banking Officer Stephen C. Schulte Administrative Officers Antonia T. Baker** Melanie A. Smith *Trust Officer **Assistant Trust Officer Advisory Board Mark Breitinger Milark Industries, Inc. Benjamin A. Goldman Retired, Superior Building Services Timothy J. Lehman Senior Vice President, The Park National Bank Linda H. Smith Ashwood, LLC Michael L. Chambers J&B Acoustical, Inc. Chris R. Hiner Jeffrey S. Monica President, Richland Bank McDonald’s Rick R. Taylor Jay Industries, Inc. President Chris R. Hiner Assistant Vice Presidents Administrative Officers Edward A. Brauchler Officer Listing Executive Vice President Frank W. Wagner, II Senior Vice President Donald R. Harris, Jr. Vice Presidents Charla A. Irvin* Jeffrey A. Parton Rebecca J. Toomey Lisa S. Clingan Vicky L. Garcia Janis L. Hoover Kristie L. Massa *Trust Officer Jimmy D. Burton John Q. Cleland Edward E. Duffey Susan A. Fanello Ralph J. Kelsay Barbara A. Miller Sheryl L. Smith Linda M. Whited Banking Officers Carol L. Davis Clayton J. Herold Beth K. Malaska Barbara L. Schopp-Miller Ryan D. Smith Deborah A. Sweet Offices: 8 ATMs: 7 Website: SecondNational.com Phone: 937.548.2122 or 855.548.2122 President: John E. Swallow Counties Served: Darke, Mercer Greenville - North* 1302 Wagner Avenue Greenville, Ohio 45331 937.548.5068 Greenville - Third and Walnut* 175 East Third Street Greenville, Ohio 45331 937.547.2555 Greenville - Walmart* 1501 Wagner Avenue Greenville, Ohio 45331 937.548.4563 Versailles* 101 West Main Street Versailles, Ohio 45380 937.526.3287 *Includes Automated Teller Machine Mercer County Celina Fort Recovery Darke County Versailles Greenville [4] Arcanum Wayne G. Deschambeau Wayne HealthCare Philip M. Fullenkamp Celina Insurance Group Michael J. Pax Pax Machine Works, Inc. Travis L. Fliehman Detling, Harlan & Fliehman, Ltd. Jeffrey E. Hittle Hittle Buick GMC, Inc. John E. Swallow President, Second National Bank Brian A. Wagner Assistant Vice Presidents Kimberly A. Baker Gerald O. Beatty Alexa J. Clark Debby J. Folkerth Vicki L. Neff Shane D. Stonebraker Banking Officer Stephen C. Schulte Administrative Officers Antonia T. Baker** Melanie A. Smith *Trust Officer **Assistant Trust Officer 21 Main Office - Greenville 499 South Broadway Post Office Box 130 Greenville, Ohio 45331 937.548.2122 Arcanum* 603 North Main Street Arcanum, Ohio 45304 937.692.5191 Celina* 800 North Main Street Celina, Ohio 45822 419.268.0049 Fort Recovery* 117 North Wayne Street Fort Recovery, Ohio 45846 419.375.4101 Advisory Board Steven C. Badgett Retired Executive Vice President, Second National Bank Tyeis Baker-Baumann Rebsco, Inc. Officer Listing President John E. Swallow Vice Presidents C. Russell Badgett D. Todd Durham* Joy D. Greer Thomas J. Lawson Eric J. McKee Daniel G. Schmitz Offices: 20 ATMs: 27 Website: SecurityNationalBank.com Phone: 937.324.6800 or 800.836.1557 Chairwoman: Alicia Sweet Hupp President: John A. Brown Counties Served: Champaign, Clark, Greene, Madison, Warren Springboro* 720 Gardner Road Springboro, Ohio 45066 937.748.6700 Springfield - Derr Road - Kroger* 2989 Derr Road Springfield, Ohio 45503 937.342.9411 Springfield - East Main* 2730 East Main Street Springfield, Ohio 45503 937.325.0351 Springfield - North Limestone* 1756 North Limestone Street Springfield, Ohio 45503 937.390.3688 Springfield - Northridge* 1600 Moorefield Road Springfield, Ohio 45503 937.390.3088 Springfield - Western* 920 West Main Street Springfield, Ohio 45504 937.322.0152 Urbana - Monument Square* 1 Monument Square Urbana, Ohio 43078 937.653.1226 Urbana - Scioto Street* 828 Scioto Street Urbana, Ohio 43078 937.653.1290 Xenia Downtown* 161 East Main Street Xenia, Ohio 45385 937.372.9211 Xenia Plaza* 82 North Allison Avenue Xenia, Ohio 45385 937.372.9214 North Lewisburg Champaign County Urbana [2] Mechanicsburg Plain City New Carlisle Park Layne Medway Enon Greene County Northridge Springfield [5] Clark County South Charleston Madison County Xenia [2] Jamestown Springboro Warren County Off-Site ATM Locations Plain City - Shell Gas Station 440 South Jefferson Avenue Springfield 2051 North Bechtle Avenue Springfield - Clark State Community College 570 East Leffel Lane Springfield - Regional Medical Center 222 West North Street Springfield - Wittenberg University - Student Center 738 Woodlawn Avenue Springfield - Wittenberg University - HPER Center 250 Bill Edwards Drive Urbana - Champaign County Community Center 1512 South US Highway 68 Yellow Springs - Young’s Jersey Dairy 6880 Springfield-Xenia Road *Includes Automated Teller Machine Main Office - Springfield* 40 South Limestone Street Springfield, Ohio 45502 937.324.6800 Enon* 3680 Marion Drive Enon, Ohio 45323 937.864.7318 Jamestown* 82 West Washington Street Jamestown, Ohio 45335 937.675.7311 Mechanicsburg* 2 South Main Street Mechanicsburg, Ohio 43044 937.834.3387 Medway* 130 West Main Street Medway, Ohio 45341 937.849.1393 New Carlisle* 201 North Main Street New Carlisle, Ohio 45344 937.845.3811 New Carlisle - Park Layne* 2035 South Dayton-Lakeview Road New Carlisle, Ohio 45344 937.849.1331 North Lewisburg* 8 West Maple Street North Lewisburg, Ohio 43060 937.747.2911 Plain City 105 West Main Street Plain City, Ohio 43064 614.873.5521 South Charleston* 102 South Chillicothe Street South Charleston, Ohio 45368 937.462.8368 22 Advisory Board R. Andrew Bell Marsh & McLennan Agency John A. Brown President, Security National Bank Larry E. Kaffenbarger Kaffenbarger Truck Equipment Company Thomas P. Loftis Midland Properties, Inc. Alicia Sweet Hupp John McKinnon Sweet Manufacturing Company Clark Schaffer Hackett & Co. Officer Listing President John A. Brown Executive Vice President Jeffrey A. Darding Senior Vice Presidents Thomas A. Goodfellow Andrew J. Irick Vice Presidents Timothy L. Bunnell Connie P. Craig Margaret L. Foley* Thomas B. Keehner James A. Kreckman* James E. Leathley Patrick K. Rastatter David A. Snyder Michael B. Warnecke Darlene S. Williams Assistant Vice Presidents Denise N. Antrobus Rachel M. Brewer* Margaret A. Chapman Mary M. Demaree Bradley R. Ditto Scott D. Michael Michael Farms, Inc. Dr. Karen E. Rafinski The Registry Chester L. Walthall Walthall Holding Co. Inc. Robert A. Warren Hauck Bros., Inc. Catherine L. Hill* Andrew S. Peyton Gary J. Seitz Banking Officers Teresa L. Belliveau* Benjamin L. Kitchen Jeffrey S. Williams Administrative Officers Jacqueline S. Folck Jason G. Hill Mark D. Klingler Brian M. Nott Dawn R. Poole Rita A. Riley Mary T. Vallery *Trust Officer Offices: 20 ATMs: 27 Website: SecurityNationalBank.com Phone: 937.324.6800 or 800.836.1557 Chairwoman: Alicia Sweet Hupp President: John A. Brown Counties Served: Champaign, Clark, Greene, Madison, Warren Main Office - Springfield* 40 South Limestone Street Springfield, Ohio 45502 937.324.6800 Enon* 3680 Marion Drive Enon, Ohio 45323 937.864.7318 Jamestown* 82 West Washington Street Jamestown, Ohio 45335 937.675.7311 Mechanicsburg* 2 South Main Street Mechanicsburg, Ohio 43044 937.834.3387 Medway* 130 West Main Street Medway, Ohio 45341 937.849.1393 New Carlisle* 201 North Main Street New Carlisle, Ohio 45344 937.845.3811 New Carlisle - Park Layne* 2035 South Dayton-Lakeview Road New Carlisle, Ohio 45344 937.849.1331 North Lewisburg* 8 West Maple Street North Lewisburg, Ohio 43060 937.747.2911 Plain City 105 West Main Street Plain City, Ohio 43064 614.873.5521 South Charleston* 102 South Chillicothe Street South Charleston, Ohio 45368 937.462.8368 Springfield - Derr Road - Kroger* Springboro* 720 Gardner Road Springboro, Ohio 45066 937.748.6700 2989 Derr Road Springfield, Ohio 45503 937.342.9411 Springfield - East Main* 2730 East Main Street Springfield, Ohio 45503 937.325.0351 Springfield - North Limestone* 1756 North Limestone Street Springfield, Ohio 45503 937.390.3688 Springfield - Northridge* 1600 Moorefield Road Springfield, Ohio 45503 937.390.3088 Springfield - Western* 920 West Main Street Springfield, Ohio 45504 937.322.0152 Urbana - Monument Square* 1 Monument Square Urbana, Ohio 43078 937.653.1226 Urbana - Scioto Street* 828 Scioto Street Urbana, Ohio 43078 937.653.1290 Xenia Downtown* 161 East Main Street Xenia, Ohio 45385 937.372.9211 Xenia Plaza* 82 North Allison Avenue Xenia, Ohio 45385 937.372.9214 Champaign Lewisburg North County Urbana [2] Mechanicsburg Northridge Springfield [5] Clark County South Charleston New Carlisle Park Layne Medway Enon Greene County Xenia [2] Jamestown Plain City Madison County Springboro Warren County Off-Site ATM Locations Plain City - Shell Gas Station 440 South Jefferson Avenue Springfield 2051 North Bechtle Avenue Springfield - Clark State Community College 570 East Leffel Lane Springfield - Regional Medical Center 222 West North Street Springfield - Wittenberg University - Student Center 738 Woodlawn Avenue Springfield - Wittenberg University - HPER Center 250 Bill Edwards Drive Urbana - Champaign County Community Center 1512 South US Highway 68 Yellow Springs - Young’s Jersey Dairy 6880 Springfield-Xenia Road *Includes Automated Teller Machine Advisory Board R. Andrew Bell Marsh & McLennan Agency John A. Brown President, Security National Bank Larry E. Kaffenbarger Kaffenbarger Truck Equipment Company Thomas P. Loftis Midland Properties, Inc. Alicia Sweet Hupp Sweet Manufacturing Company John McKinnon Clark Schaffer Hackett & Co. Officer Listing President John A. Brown Executive Vice President Jeffrey A. Darding Senior Vice Presidents Thomas A. Goodfellow Andrew J. Irick Vice Presidents Timothy L. Bunnell Connie P. Craig Margaret L. Foley* Thomas B. Keehner James A. Kreckman* James E. Leathley Patrick K. Rastatter David A. Snyder Michael B. Warnecke Darlene S. Williams Assistant Vice Presidents Denise N. Antrobus Rachel M. Brewer* Margaret A. Chapman Mary M. Demaree Bradley R. Ditto Scott D. Michael Michael Farms, Inc. Dr. Karen E. Rafinski The Registry Chester L. Walthall Walthall Holding Co. Inc. Robert A. Warren Hauck Bros., Inc. Catherine L. Hill* Andrew S. Peyton Gary J. Seitz Banking Officers Teresa L. Belliveau* Benjamin L. Kitchen Jeffrey S. Williams Administrative Officers Jacqueline S. Folck Jason G. Hill Mark D. Klingler Brian M. Nott Dawn R. Poole Rita A. Riley Mary T. Vallery *Trust Officer 23 Offices: 6 ATMs: 7 Website: UnitedBankOhio.com Phone: 419.562.3040 or 800.589.3040 President: Donald R. Stone Counties Served: Crawford, Marion Offices: 4 ATMs: 5 Website: UnityNationalBk.com Phone: 937.615.1042 or 800.778.3342 President: Brett A. Baumeister County Served: Miami Main Office - Bucyrus* 401 South Sandusky Avenue Post Office Box 568 Bucyrus, Ohio 44820 419.562.3040 Caledonia* 140 East Marion Street Caledonia, Ohio 43314 419.845.2721 Crestline* 245 North Seltzer Street Post Office Box 186 Crestline, Ohio 44827 419.683.1010 Advisory Board Lois J. Fisher Lois J. Fisher & Assoc. Galion* 8 Public Square Galion, Ohio 44833 419.468.2231 Marion - Barks Road* 129 Barks Road East Marion, Ohio 43302 740.383.3355 Prospect* 105 North Main Street Prospect, Ohio 43342 740.494.2131 Off-Site ATM Location Bucyrus - East Pointe Shopping Center 211 Stetzer Road South *Includes Automated Teller Machine Crawford County Bucyrus Crestline Galion Marion County Caledonia Marion Prospect Kenneth A. Parr, Jr. Retired, Parr Insurance Agency, Inc. Donald R. Stone President, United Bank Michele M. McElligott Certified Public Accountant, Avita Health System Douglas M. Schilling Schilling Graphics, Inc. Douglas Wilson Realtor, Craig A. Miley Realty & Auction, Ltd. Officer Listing President Donald R. Stone Senior Vice President Anne S. Cole 24 Vice Presidents Scott E. Bennett John T. Herring Assistant Vice President Jennifer J. Kuns Banking Officers David J. Lauthers J. Stephen McDonald* Shawneeta D. Shuff Administrative Officers James A. DeSimone Vickey L. Martin Heidi L. Ray *Trust Officer Main Office - Piqua* 215 North Wayne Street Piqua, Ohio 45356 937.615.1042 212 North Main Street Post Office Box 913 Piqua, Ohio 45356 937.773.0752 Piqua - Sunset* 1603 Covington Avenue Piqua, Ohio 45356 937.778.4617 Advisory Board Dr. Richard N. Adams Retired, Representative of Ohio General Assembly Tamara L. Baird-Ganley Baird Funeral Home Officer Listing President Brett A. Baumeister Senior Vice President Scott E. Rasor Vice Presidents G. Dwayne Cooper Nathan E. Counts Lisa L. McGraw Administrative Office - Piqua Troy* Miami County Piqua [2] Troy Tipp City Tipp City* 1176 West Main Street Tipp City, Ohio 45371 937.667.4888 1314 West Main Street Troy, Ohio 45373 937.339.6626 Off-Site ATM Location Troy - Upper Valley Medical Center 3130 North Dixie Highway *Includes Automated Teller Machine Michael C. Bardo Retired, Hartzell Industries, Inc. Rick M. Heinl Repacorp, Inc. Timothy Johnston Retired, Consultant Brett A. Baumeister Dr. Douglas D. Hulme President, Unity National Bank Oakview Veterinary Hospital W. Samuel Robinson Murray, Wells, Wendeln & Robinson CPAs, Inc. Assistant Vice Presidents Administrative Officers Dean F. Brewer Kyle M. Cooper Chuck B. Jones Banking Officers Mary E. Clevenger Kenneth S. Magoteaux Vicki L. Burke** Bryant W. Fox Angela L. Schultz Kathleen M. Sherman **Assistant Trust Officer Offices: 6 ATMs: 7 Website: UnitedBankOhio.com Phone: 419.562.3040 or 800.589.3040 President: Donald R. Stone Counties Served: Crawford, Marion Offices: 4 ATMs: 5 Website: UnityNationalBk.com Phone: 937.615.1042 or 800.778.3342 President: Brett A. Baumeister County Served: Miami Main Office - Bucyrus* 401 South Sandusky Avenue Post Office Box 568 Bucyrus, Ohio 44820 419.562.3040 Caledonia* 140 East Marion Street Caledonia, Ohio 43314 419.845.2721 Crestline* 245 North Seltzer Street Post Office Box 186 Crestline, Ohio 44827 419.683.1010 Advisory Board Officer Listing President Donald R. Stone Senior Vice President Anne S. Cole Galion* 8 Public Square Galion, Ohio 44833 419.468.2231 Marion - Barks Road* 129 Barks Road East Marion, Ohio 43302 740.383.3355 Prospect* 105 North Main Street Prospect, Ohio 43342 740.494.2131 Off-Site ATM Location Bucyrus - East Pointe Shopping Center 211 Stetzer Road South *Includes Automated Teller Machine Crawford County Bucyrus Crestline Galion Marion County Caledonia Marion Prospect Lois J. Fisher Lois J. Fisher & Assoc. Kenneth A. Parr, Jr. Donald R. Stone Retired, Parr Insurance Agency, President, United Bank Michele M. McElligott Certified Public Accountant, Avita Health System Inc. Douglas M. Schilling Schilling Graphics, Inc. Douglas Wilson Realtor, Craig A. Miley Realty & Auction, Ltd. Vice Presidents Scott E. Bennett John T. Herring Assistant Vice President Jennifer J. Kuns Banking Officers David J. Lauthers J. Stephen McDonald* Shawneeta D. Shuff Administrative Officers James A. DeSimone Vickey L. Martin Heidi L. Ray *Trust Officer Main Office - Piqua* 215 North Wayne Street Piqua, Ohio 45356 937.615.1042 Administrative Office - Piqua 212 North Main Street Post Office Box 913 Piqua, Ohio 45356 937.773.0752 Piqua - Sunset* 1603 Covington Avenue Piqua, Ohio 45356 937.778.4617 Advisory Board Dr. Richard N. Adams Retired, Representative of Ohio General Assembly Tamara L. Baird-Ganley Baird Funeral Home Officer Listing President Brett A. Baumeister Senior Vice President Scott E. Rasor Vice Presidents G. Dwayne Cooper Nathan E. Counts Lisa L. McGraw Miami County Piqua [2] Troy Tipp City Tipp City* 1176 West Main Street Tipp City, Ohio 45371 937.667.4888 Troy* 1314 West Main Street Troy, Ohio 45373 937.339.6626 Off-Site ATM Location Troy - Upper Valley Medical Center 3130 North Dixie Highway *Includes Automated Teller Machine Michael C. Bardo Retired, Hartzell Industries, Inc. Rick M. Heinl Repacorp, Inc. Timothy Johnston Retired, Consultant Brett A. Baumeister President, Unity National Bank Dr. Douglas D. Hulme Oakview Veterinary Hospital W. Samuel Robinson Murray, Wells, Wendeln & Robinson CPAs, Inc. Assistant Vice Presidents Dean F. Brewer Kyle M. Cooper Chuck B. Jones Banking Officers Mary E. Clevenger Kenneth S. Magoteaux Administrative Officers Vicki L. Burke** Bryant W. Fox Angela L. Schultz Kathleen M. Sherman **Assistant Trust Officer 25 GUARDIAN FINANCE C OMPANY Offices: 5 Website: GuardianFinanceCompany.com Phone: 877.277.0345 Chairman: Earl W. Osborne President: Matthew R. Marsh County Served: Clark, Fairfield, Franklin Home Office - Hilliard 3812 Fishinger Boulevard Hilliard, Ohio 43026 877.277.0345 Lancaster 137 West Main Street Lancaster, Ohio 43130 740.654.6959 Springfield 1017 North Bechtle Avenue Springfield, Ohio 45504 937.323.1011 Springfield Clark County Montgomery County Centerville Centerville 687 Lyons Road Centerville, Ohio 45459 937.434.2773 Heath 619 Hebron Road Heath, Ohio 43056 740.788.8766 Officer Listing President and CEO Matthew R. Marsh Assistant Vice President April D. Storie Banking Officer Mary E. Parsell Franklin County Hilliard Licking County Heath Fairfield County Lancaster Administrative Officers Charles L. Harris Valerie J. Morgan Misty A. Tipple Office: 1 Website: ScopeAir.com Phone: 614.221.5773 or 800.357.5773 President: Robert N. Kent, Jr. Columbus 140 East Town Street, Suite 1400 Columbus, Ohio 43215 614.221.5773 Officer Listing President Robert N. Kent, Jr. Vice President Andrew H. Knoesel Assistant Vice Presidents Pamela J. Cooksey Michael J. Smith Administrative Officer Emily P. Cox Executive Vice President Charles W. Sauter 26 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 8 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S and other U.S. government-backed debt, as well as issues surrounding the levels of U.S., European and Asian government debt and concerns regarding the creditworthiness of certain sovereign governments, supranationals and financial institutions in Europe and Asia; the uncertainty surrounding the United Kingdom’s exit from the European Union and its consequences; our litigation and regulatory compliance exposure, including any adverse developments in legal proceedings or other claims and unfavorable resolution of regulatory and other governmental examinations or other inquiries; the adequacy of our risk management program; the ability to secure confidential information and deliver products and services through the use of computer systems and telecommuni- cations networks; a failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers, including as a result of cyber attacks; fraud, scams and schemes of third parties; the impact of widespread natural and other disasters, pandemics, dislocations, terrorist activities or international hostilities on the economy and financial markets generally or on us or our counterparties specifically; demand for loans in the respective market areas served by Park and our subsidiaries; and other risk factors relating to the banking industry as detailed from time to time in Park’s reports filed with the SEC including those described in “Item 1A. Risk Factors” of Part I of Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. 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. OVERVIEW Financial Results by Segment The table below reflects the net income (loss) by segment for the fiscal years ended December 31, 2016, 2015, and 2014. Park’s segments include The Park National Bank (“PNB”), Guardian Financial Services Company (“GFSC”), SE Property Holdings, LLC (“SEPH”) and all other which primarily consists of Park as the “Parent Company.” Table 1 – Net Income (Loss) by Segment (In thousands) 2016 2015 2014 PNB GFSC Parent Company Ongoing operations SEPH Total Park $84,451 $84,345 $82,907 (307) (4,557) $79,587 6,548 $86,135 1,423 (4,549) 1,175 (5,050) $81,219 $79,032 (207) 4,925 $81,012 $83,957 The category “Parent Company” above excludes the results for SEPH, an entity which is winding down commensurate with the disposition of its problem assets. Management considers the “Ongoing operations” results, which exclude the results of SEPH, to reflect the business of Park and our subsidiaries going forward. The following discussion below provides additional information regarding the segments that make up the “Ongoing operations”, followed by additional information regarding SEPH. Management’s discussion and analysis addresses the financial condition and results of operations for Park National Corporation and our subsidiaries (unless the context otherwise requires, collectively, “Park” or the “Corporation”). This discussion should be read in conjunction with the consolidated financial statements and related notes and the five-year summary of selected financial data. 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 manage- ment’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 time- frame; general economic and financial market conditions, specifically in the real estate markets and the credit markets, either nationally or in the states in which Park and our subsidiaries do business, may experience a slowing or reversal of the recent economic expansion in addition to continuing residual effects of recessionary conditions and an uneven spread of positive impacts of recovery on the economy and our counterparties, including adverse impacts on the demand for loan, deposit and other financial services, delinquencies, defaults and counterparties’ ability to meet credit and other obligations; changes in interest rates and prices may adversely impact the value of securities, loans, deposits and other financial instruments and the interest rate sensitivity of our consolidated balance sheet as well as reduce interest margins and impact loan demand; changes in consumer spending, borrowing and saving habits, whether due to changing business and economic conditions, legislative and regulatory initiatives, or other factors; changes in unemployment; changes in customers’, suppliers’, and other counterparties’ performance and creditworthiness; asset/liability repricing risks and liquidity risks; our liquidity requirements could be adversely affected by changes to regulations governing bank and bank holding company capital and liquidity standards as well as by changes in our assets and liabilities; competitive factors among financial services organizations could increase significantly, including product and pricing pressures, changes to third-party relationships and our ability to attract, develop and retain qualified bank professionals; clients could pursue alternatives to bank deposits, causing us to lose a relatively inexpensive source of funding; uncertainty regarding the nature, timing and effect of changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of Park and our subsidiaries, including major reform of the regulatory oversight structure of the financial services industry and changes in laws and regulations concerning taxes, pensions, bankruptcy, consumer pro- tection, accounting, bank products and services, fiduciary standards, securities and other aspects of the financial services industry, specifically the reforms pro- vided for in 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 OCC, the FDIC, and the Federal Reserve Board, to implement the Dodd-Frank Act’s provisions, the Budget Control Act of 2011, the American Taxpayer Relief Act of 2012, the JOBS Act, the FAST Act and the Basel III regula- tory capital reforms; the effect of changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board, the SEC, the Public Company Accounting Oversight Board and other regulatory agencies, and the accuracy of our assumptions and estimates used to prepare our finan- cial statements; the effect of trade, monetary, fiscal and other governmental policies of the U.S. federal government, including money supply and interest rate policies of the Federal Reserve Board; disruption in the liquidity and other functioning of U.S. financial markets; the impact on financial markets and the economy of any changes in the credit ratings of the U.S. Treasury obligations 27 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 9 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S Net interest income Provision for (recovery of) loan losses Other income PNB’s results for the fiscal years ended December 31, 2016, 2015, and 2014, included income and expense related to participations in legacy Vision assets. The impact of these participations on particular items within PNB’s income and expense for these periods is detailed in the table below: Table 3 – PNB Adjusted for Vision Participations 2016 2015 2014 PNB as PNB as PNB as PNB as PNB as PNB as (In thousands) Reported Adjustments(1) Adjusted Reported Adjustments(1) Adjusted Reported Adjustments(1) Adjusted $227,576 $ 801 $226,775 $220,879 $ 241 $220,638 $218,641 $ 309 $218,332 2,611 74,803 (3,118) 194 662 5,729 74,609 7,665 (1,453) 3,517 (6,198) 9,118 73,963 69,384 1,256 2,032 9,715 68,128 161,609 75,188 1,225 700 Other expense 177,562 176,900 167,476 166,776 163,641 Income before income taxes Federal income taxes $122,206 $ 3,451 $118,755 $120,926 $ 2,219 $118,707 $120,867 $ 5,731 $115,136 37,755 1,066 36,689 36,581 671 35,910 37,960 1,800 36,160 Net income $ 84,451 $ 2,385 $ 82,066 $ 84,345 $ 1,548 $ 82,797 $ 82,907 $ 3,931 $ 78,976 (1) Adjustments consist of the impact on the particular items reported in PNB’s income statement of PNB participations in legacy Vision assets. The table below provides certain balance sheet information and financial ratios for PNB as of December 31, 2016 and 2015. Table 4 – PNB Balance Sheet Information (In thousands) Loans Allowance for loan losses Net loans Investment securities Total assets Average assets(1) Efficiency ratio Return on average assets December 31, 2016 December 31, 2015 % Change from 12/31/15 $5,234,828 $5,029,072 48,782 5,186,046 1,573,320 7,389,538 7,337,438 58.26% 1.15% 54,453 4,974,619 1,641,539 7,229,764 7,219,898 56.40% 1.17% 4.09% (10.41)% 4.25% (4.16)% 2.21% 1.63% 3.30% (1.71)% (1) Average assets for the fiscal years ended December 31, 2016 and 2015, respectively. Loans outstanding at December 31, 2016 were $5.23 billion, compared to $5.03 billion at December 31, 2015, an increase of $206 million for the fiscal year ended December 31, 2016, or 4.1%. The loan growth in 2016 consisted of commercial loan growth of $82.2 million (3.2%), consumer loan growth of $152.5 million (15.6%), and HELOC loan growth of $1.1 million (0.5%), offset by a reduction in residential loan balances of $28.9 million (2.3%). PNB’s allowance for loan losses decreased by $5.7 million, or 10.4%, to $48.8 million at December 31, 2016, compared to $54.5 million at December 31, 2015. The decrease was the result of a $3.7 million decrease in specific reserves and a $2.0 million decrease in general reserves. Net charge-offs were $8.3 million, or 0.16% of total average loans, for the fiscal year ended December 31, 2016. During the fourth quarter of 2016, PNB charged off $3.1 million in specific reserves for which provision expense had already been rec- ognized. Refer to the “CREDIT EXPERIENCE: (Recovery of) Provision for Loan Losses” section for additional information regarding PNB’s loan portfolio and the level of (recovery of) provision for loan losses recognized in each period presented. The Park National Bank (PNB) The table below reflects PNB’s net income for the fiscal years ended December 31, 2016, 2015, and 2014. Table 2 – PNB Summary Income Statement (In thousands) Net interest income Provision for loan losses Other income Other expense 2016 2015 2014 $227,576 $220,879 $218,641 2,611 74,803 7,665 75,188 3,517 69,384 177,562 167,476 163,641 Income before income taxes $122,206 $120,926 $120,867 Federal income taxes Net income 37,755 36,581 37,960 $ 84,451 $ 84,345 $ 82,907 Net interest income of $227.6 million for the fiscal year ended December 31, 2016 represented a $6.7 million, or 3.0% increase, compared to $220.9 million for the fiscal year ended December 31, 2015. The increase was the result of a $7.4 million increase in interest income offset by a $697,000 increase in interest expense. The $7.4 million increase in interest income was due to a $10.3 million increase in interest income on loans, offset by a $2.9 million decrease in interest income on investments. The increase in interest income on loans was largely the result of a $216 million, or 4.4%, increase in average loans from $4.9 billion for the fiscal year ended December 31, 2015, to $5.1 billion for the fiscal year ended December 31, 2016. Included in interest income for the fiscal year ended December 31, 2016 was $801,000 in income related to PNB participations in legacy Vision Bank (“Vision”) assets, compared to $241,000 for the fiscal year ended December 31, 2015. The $697,000 increase in interest expense was due to a $1.1 million increase in interest expense on deposits, offset by a $393,000 decrease in interest expense on borrowings. The provision for loan losses of $2.6 million for the fiscal year ended December 31, 2016 represented an improvement of $5.1 million, compared to a provision of loan losses of $7.7 million for the fiscal year ended December 31, 2015. Refer to the “CREDIT EXPERIENCE: (Recovery of) Provision for Loan Losses” section for additional details regarding the level of the (recovery of) provision for loan losses recognized in each period presented above. Other expense of $177.6 million for the fiscal year ended December 31, 2016 represented an increase of $10.1 million, or 6.0%, compared to $167.5 million for the fiscal year ended December 31, 2015. The $10.1 million increase was primarily related to a $5.6 million borrowing prepayment penalty in 2016 com- pared to $532,000 in 2015, a $2.0 million increase in furniture and equipment expense, a $2.0 million increase in contribution expense, a $1.7 million increase in professional fees and services, and a $1.0 million increase in non- loan related losses. Increases were offset by a decrease of $2.1 million related to employee benefits expense, largely related to a decline in medical expenses. 28 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 10 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S Guardian Financial Services Company (GFSC) The table below reflects GFSC’s net (loss) income for the fiscal years ended December 31, 2016, 2015, and 2014. Table 5 – GFSC Summary Income Statement (In thousands) Net interest income Provision for loan losses Other (loss) income Other expense (Loss) income before income taxes Federal income (benefit) taxes Net (loss) income 2016 $5,874 1,887 (1) 4,457 $ (471) (164) $ (307) 2015 $6,588 1,415 2 2,984 $2,191 768 $1,423 2014 $7,457 1,544 (1) 4,103 $1,809 634 $1,175 issued by Park to accredited investors on April 20, 2012. Results for the fiscal year ended December 31, 2014 included, in addition to the items previously discussed, interest expense related to the $35.25 million of 10% Subordinated Notes due December 23, 2019 issued by Park to accredited investors on December 23, 2009. Park paid off the $35.25 million outstanding principal amount of the 10% Subordinated Notes due December 23, 2019, plus accrued interest, on December 24, 2014, the earliest redemption date allowable under the related note purchase agreement dated December 23, 2009. Other income of $955,000 for the fiscal year ended December 31, 2016 repre- sented an increase of $442,000, or 86.2%, compared to $513,000 for the same period in 2015. This increase was due to $461,000 in income from an equity investment. SE Property Holdings, LLC (“SEPH”) The provision for loan losses of $1.9 million for the fiscal year ended December 31, 2016 represented an increase of $472,000, compared to $1.4 million for the fiscal year ended December 31, 2015. Refer to the “CREDIT EXPERIENCE: (Recovery of) Provision for Loan Losses” section for additional information regarding Guardian’s loan portfolio and the level of (recovery of) provision for loan losses recognized in each period presented. The table below reflects SEPH’s net income (loss) for the fiscal years ended December 31, 2016, 2015, and 2014. SEPH holds the remaining assets and liabilities retained by Vision subsequent to the sale of the Vision business on February 16, 2012. Prior to holding the remaining Vision assets, SEPH held OREO assets that were transferred from Vision to SEPH. This segment repre- sents a run-off portfolio of the legacy Vision assets. Other expense of $4.5 million for the fiscal year ended December 31, 2016 represented a $1.5 million increase, compared to $3.0 million for the fiscal year ended December 31, 2015. This increase was primarily related to the evaluation of litigation accruals. The table below provides certain balance sheet information and financial ratios for GFSC as of December 31, 2016 and 2015. Other income Other expense Table 6 – GFSC Balance Sheet Information (In thousands) Loans Allowance for loan losses Net loans Total assets Average assets(1) Return on average assets December 31, 2016 December 31, 2015 % Change from 12/31/15 $32,661 $35,469 1,842 30,819 32,268 33,370 (0.92)% 2,041 33,428 35,793 37,675 3.78% (7.92)% (9.75)% (7.80)% (9.85)% (11.43)% N.M. (1) Average assets for the fiscal years ended December 31, 2016 and 2015, respectively. N.M. – Not meaningful Park Parent Company The table below reflects the Park Parent Company net loss for the fiscal years ended December 31, 2016, 2015, and 2014. Table 7 – Park Parent Company Income Statement (In thousands) 2016 2015 2014 Net interest (expense) income $ (138) $ 239 $(2,012) Provision for loan losses Other income Other expense Loss before income tax benefit Federal income tax benefit Net loss — 955 9,731 $(8,914) (4,357) $(4,557) — 513 9,972 $(9,220) (4,671) $(4,549) — 175 8,000 $(9,837) (4,787) $(5,050) The net interest (expense) income for Park’s parent company included, for all periods presented, interest income on loans to SEPH (paid off on December 14, 2016) and on subordinated debt investments in PNB, which were elimi- nated in the consolidated Park National Corporation totals. Additionally, net interest (expense) income included, for all periods presented, interest expense related to the $30.00 million of 7% Subordinated Notes due April 20, 2022 Table 8 – SEPH Summary Income Statement (In thousands) 2016 2015 2014 Net interest income (expense) Recovery of loan losses Income (loss) before income taxes Federal income tax expense (benefit) Net income (loss) $ 4,774 (9,599) 2,974 7,273 $10,074 3,526 $ 6,548 $ (74) $ 958 (4,090) (12,394) 1,848 6,182 5,991 11,766 $ (318) $ 7,577 (111) 2,652 $ (207) $ 4,925 Net interest income increased to $4.8 million for the fiscal year ended December 31, 2016 from net interest expense of $74,000 for the fiscal year ended December 31, 2015. The increase was largely the result of payments received from certain SEPH impaired loan relationships. For the fiscal year ended December 31, 2016, SEPH had net recoveries of loan losses of $9.6 million. The net recoveries during 2016 consisted of $447,000 in charge-offs offset by recoveries from loans previously charged off of $10.0 million. The $1.1 million increase in other income for the fiscal year ended December 31, 2016, compared to the fiscal year ended December 31, 2015, was primarily the result of the recovery of fees from certain SEPH impaired loan relationships. The $1.1 million increase in other expense for the fiscal year ended December 31, 2016, compared to the fiscal year ended December 31, 2015, was primarily the result of a $1.0 million decrease in expense related to reserves established for potential mortgage loan repurchases, offset by increases in legal fees of $390,000 and management and consulting services of $2.1 million. In the aggregate, for the fiscal year ended December 31, 2016, SEPH realized $18.0 million in operating income items, consisting of interest income, recover- ies from loans previously charged off, and other income, offset by operating expense items totaling $7.9 million, consisting of interest expense and other expense. Legacy Vision assets at SEPH totaled $20.3 million as of December 31, 2016 compared to $26.3 million as of December 31, 2015. In addition to these SEPH assets, PNB participations in legacy Vision assets totaled $9.6 million at December 31, 2016 compared to $9.8 million at December 31, 2015. 29 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 11 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S Park National Corporation The table below reflects Park’s net income for the fiscal years ended December 31, 2016, 2015, and 2014. Table 9 – Park Summary Income Statement (In thousands) Net interest income (Recovery of) provision for loan losses Other income Other expense 2016 2015 2014 $238,086 $227,632 $225,044 (5,101) 78,731 4,990 77,551 (7,333) 75,549 199,023 186,614 187,510 Income before income taxes $122,895 $113,579 $120,416 Federal income taxes Net income 36,760 32,567 36,459 $ 86,135 $ 81,012 $ 83,957 DIVIDENDS ON COMMON SHARES Cash dividends declared on Park’s common shares were $3.76 in 2016, 2015 and 2014. The quarterly cash dividend on Park’s common shares was $0.94 per share for each quarter of 2016, 2015 and 2014. CRITICAL ACCOUNTING POLICIES The significant accounting policies used in the development and presentation of Park’s consolidated financial statements are listed in Note 1 of the Notes to Consolidated Financial Statements. The accounting and reporting policies of Park conform with U.S. generally accepted accounting principles (“GAAP”) and general practices within the financial services industry. The preparation of financial statements in conformity with 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. Allowance for Loan and Lease Losses (“ALLL”): The determination of the ALLL involves a higher degree of judgment and complexity than Park’s other significant accounting policies. The ALLL is calculated with the objective of maintaining a reserve level believed by management to be sufficient to absorb probable, incurred credit losses in the loan portfolio. Management’s determi - nation of the adequacy of the ALLL 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, the loss given default, the amounts and timing of expected future cash flows on impaired loans, and estimated losses based on historical loss experience and current economic conditions. All of these 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. Other Real Estate Owned (“OREO”): OREO, property acquired through foreclosure, is recorded at estimated fair value less anticipated selling costs (net realizable value). If the net realizable value is below the carrying value of the loan on the date of transfer of the OREO, the difference is charged off against the ALLL. Subsequent declines in value (OREO devaluations) are reported as adjustments to the carrying amount of OREO and are expensed within other income. Gains or losses not previously recognized, resulting from the sale of OREO, are recognized within other income on the date of sale. At December 31, 2016, OREO totaled $13.9 million, a decrease of 25.3%, compared to $18.7 million at December 31, 2015. Fair Value: In accordance with GAAP, management utilizes the fair value hierarchy, which has the objective of maximizing the use of observable market inputs. The accounting guidance also requires disclosures regarding the inputs used to calculate fair value. These inputs are classified as Level 1, 2, and 3. Level 3 inputs are those with significant unobservable inputs that reflect a company’s own assumptions about the market for a particular instrument. 30 Some of the inputs could be based on internal models and/or cash flow analyses. The large majority of Park’s financial assets valued using Level 2 inputs consist of available-for-sale (“AFS”) securities. The fair value of these AFS securities is obtained largely by the use of matrix pricing, which is a mathe- matical technique widely used in the financial services industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other bench- mark quoted securities. Goodwill: The accounting for goodwill also involves a higher degree of judgment than most other significant accounting policies. GAAP establishes standards for the impairment assessment of goodwill. 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 PNB, Park’s national bank subsidiary, 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 can lead to impairment of goodwill that could adversely impact earnings in future periods. Under GAAP, goodwill is no longer amortized but is subject to an annual evaluation for impairment, or more frequently if events or changes in circumstances indicate that the asset might be impaired by assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If after assessing these events or circumstances, it is concluded that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the performance of the second step of the impairment test is required. If the carrying amount of the goodwill exceeds the fair value, an impairment charge must be recorded in an amount equal to the excess. At December 31, 2016, on a consolidated basis, Park had $72.3 million of goodwill, all of which is recorded at PNB. Pension Plan: The determination of pension plan obligations and related expenses requires the use of assumptions to estimate the amount of benefits that employees earn while working, as well as the present value of those bene- fits. 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: (cid:0) the interest rate used to determine the present value of liabilities (discount rate); (cid:0) certain employee-related factors, such as turnover, retirement age and mortality; (cid:0) the expected return on assets in our funded plans; and (cid:0) the rate of salary increases 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. ABOUT OUR BUSINESS Through our Ohio-based banking divisions, Park is engaged in the commercial banking and trust business, generally in small to medium population Ohio communities. Management believes there are a significant number of con- sumers and businesses which seek long-term relationships with community- based financial institutions of quality and strength. While not engaging in activities such as foreign lending, nationally syndicated loans or investment banking, Park attempts to meet the needs of our customers for commercial, real estate and consumer loans, and investment, fiduciary and deposit services. PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 12 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S Park’s subsidiaries compete for deposits and loans with other banks, savings associations, credit unions and other types of financial institutions. At December 31, 2016, Park operated 117 financial service offices (including those of PNB, Scope Leasing, Inc. (“Scope Aircraft Finance”), and GFSC) and a network of 138 automated teller machines in 29 Ohio counties. Park also operated one office for SEPH, located in Newark, Ohio. A summary of average loans and average deposits for Park’s subsidiaries, including its bank subsidiary, PNB, and PNB’s divisions and subsidiary Scope Aircraft Finance for 2016, 2015 and 2014 is shown in Table 10. See Note 27 of the Notes to Consolidated Financial Statements for additional financial infor- mation for the Corporation’s operating segments. Please note that the financial statements for the divisions of PNB are not prepared on a separate basis and, therefore, net income is not included in the summary financial data in Table 10. Table 10 – Park Affiliate Financial Data (In thousands) Park National Bank: Park National Bank Division Security National Bank Division First-Knox National Bank Division Century National Bank Division Richland Bank Division Fairfield National Bank Division Second National Bank Division Park National SW & N KY Bank Division United Bank, N.A. Division Unity National Bank Division Farmers Bank Division Scope Aircraft Finance SEPH GFSC Parent Company, other Consolidated Totals 2016 2015 2014 Average Loans Average Deposits Average Loans Average Deposits Average Loans Average Deposits $1,623,565 $1,526,438 $1,465,586 $1,473,906 $1,383,686 $1,426,645 459,172 798,809 462,681 802,061 454,680 774,716 591,807 638,338 591,948 632,810 571,519 563,275 649,645 574,171 655,682 556,543 638,314 493,449 231,884 501,678 240,622 483,673 242,788 451,304 269,805 399,174 260,281 406,940 255,280 401,255 382,555 356,913 374,385 337,181 355,379 317,208 421,873 219,603 384,788 210,066 363,735 208,784 109,727 203,613 103,301 198,162 92,427 190,082 183,985 187,088 180,034 172,658 174,950 162,074 131,501 99,446 123,875 96,782 108,397 89,328 238,464 14,434 33,370 1,471 — 4,174 198,475 17,910 37,686 465 — 5,595 178,194 31,836 43,165 8 — 6,610 (218,925) 69,888 (187,675) 89,982 (177,053) (67,185) $5,122,862 $5,580,804 $4,909,579 $5,466,824 $4,717,297 $5,017,553 SOURCE OF FUNDS Deposits: Park’s major source of funds is deposits from individuals, businesses and local government entities. These deposits consist of non-interest bearing and interest bearing deposits. Average total deposits were $5,581 million in 2016, compared to $5,467 million in 2015 and $5,018 million in 2014. Table 11 provides a summary of deposit balances as of December 31, 2016 and 2015, along with the change over the past year. Table 11 – Year-End Deposits December 31, (In thousands) 2016 2015 Non-interest bearing checking $1,523,417 $1,404,032 Interest bearing transaction accounts Savings All other time deposits Other Total 1,174,448 1,704,920 1,117,870 1,301 1,107,200 1,544,708 1,290,412 1,290 Change $ 119,385 67,248 160,212 (172,542) 11 $5,521,956 $5,347,642 $ 174,314 The average interest rate paid on interest bearing deposits was 0.32% in 2016, compared to 0.30% in 2015, and 0.29% in 2014. The average cost of interest bearing deposits for each quarter of 2016 was 0.34% for the fourth quarter, 0.32% for the third quarter, 0.32% for the second quarter and 0.31% for the first quarter. Maturities of time deposits over $100,000 as of December 31, 2016 and 2015 were: Table 12 – Maturities of Time Deposits December 31 (In thousands) 3 months or less Over 3 months through 6 months Over 6 months through 12 months Over 12 months Total Over $100,000 2016 2015 $174,503 $197,871 78,455 97,551 86,589 96,132 117,249 97,242 $437,098 $508,494 Short-Term Borrowings: Short-term borrowings consist of securities sold under agreements to repurchase, Federal Home Loan Bank advances, Federal Funds purchased and other borrowings. These funds are used to manage the Corporation’s liquidity needs and interest rate sensitivity risk. The average rate paid on short-term borrowings generally moves closely with changes in market interest rates for short-term investments. The average rate paid on short-term borrowings was 0.19% in 2016, compared to 0.18% in 2015, and 0.20% in 2014. The year-end balance for short-term borrowings was $395 million at December 31, 2016, compared to $394 million at December 31, 2015, and $277 million at December 31, 2014. Long-Term Debt: Long-term debt primarily consists of borrowings from the Federal Home Loan Bank and repurchase agreements with investment banking firms. The average balance of long-term debt and the average cost of long-term debt include the subordinated notes discussed in the following section. In 2016, average long-term debt was $776 million, compared to $793 million in 2015, and $868 million in 2014. The average interest rate paid on long-term debt was 3.13% for 2016, compared to 3.10% for 2015, and 3.29% for 2014. Average total debt (long-term and short-term) was $1,017 million in 2016, compared to $1,052 million in 2015, and $1,131 million in 2014. Average total debt decreased by $35 million or 3.3% in 2016 compared to 2015, and decreased by $79 million or 7.0% in 2015 compared to 2014. Average long-term debt was 76% of average total debt in 2016, compared to 75% of average total debt in 2015, and 77% of average total debt in 2014. Subordinated Notes: Park assumed, with the 2007 acquisition of Vision’s parent holding company, $15.5 million of floating rate junior subordinated notes. The $15.5 million of junior subordinated notes were purchased by Vision Bancshares Trust I (“Trust I”) following the issuance of Trust I’s $15.0 million of floating rate preferred securities. The interest rate on these junior subordinated notes adjusts every quarter at 148 basis points above the three- month LIBOR interest rate. The maturity date for the junior subordinated notes is December 30, 2035 and the junior subordinated notes may be prepaid after December 30, 2010. These junior subordinated notes qualify as Tier 1 capital under current Federal Reserve Board guidelines. On December 23, 2009, Park issued an aggregate principal amount of $35.25 million of subordinated notes to 38 purchasers. These subordinated notes had a fixed annual interest rate of 10% with quarterly interest payments. The maturity date of these subordinated notes was December 23, 2019 and the subordinated notes were eligible to be prepaid after December 23, 2014. The subordinated notes qualified as Tier 2 capital under applicable Federal Reserve Board guidelines. Each subordinated note was purchased at a purchase price of 100% of the principal amount by an accredited investor. Park paid in full the $35.25 million outstanding principal amount, plus accrued interest, on December 24, 2014, the earliest redemption date allowable under the related note purchase agreement. 31 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 13 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S On April 20, 2012, Park issued an aggregate principal amount of $30.0 million of subordinated notes to 56 purchasers. These subordinated notes have a fixed annual interest rate of 7% with quarterly interest payments. The maturity date of these subordinated notes is April 20, 2022 and the subordinated notes are eligible to be prepaid after April 20, 2017. The subordinated notes qualify as Tier 2 capital under applicable Federal Reserve Board guidelines. Each sub - ordinated note was purchased at a purchase price of 100% of the principal amount by an accredited investor. See Note 15 of the Notes to Consolidated Financial Statements for additional information about the subordinated notes. Shareholders’ Equity: The ratio of total shareholders’ equity to total assets was 9.94% at December 31, 2016, compared to 9.76% at December 31, 2015 and 9.95% at December 31, 2014. The ratio of tangible shareholders’ equity [share holders’ equity ($742.2 million) less goodwill ($72.3 million)] to tangible assets [total assets ($7,468 million) less goodwill ($72.3 million)] was 9.06% at December 31, 2016, compared to 8.86% at December 31, 2015, and 9.04% at December 31, 2014. In accordance with GAAP, Park reflects any unrealized holding gain or loss on AFS securities or change in the funded status of Park’s pension plan, net of income taxes, as accumulated other comprehensive income (loss) which is part of Park’s shareholders’ equity. The unrealized net holding loss, net of income taxes, on AFS securities was $3.0 million at year-end 2016, compared to the unrealized net holding loss, net of income taxes, of $292,000 at year-end 2015, and compared to the unrealized net holding gain, net of income taxes, of $1.3 million at year-end 2014. In accordance with GAAP, Park adjusts accumulated other comprehensive income (loss) to recognize the net actuarial gain or loss reflected in the funding status of Park’s pension plan. See Note 18 of the Notes to Consolidated Financial Statements for information on the accounting for Park’s pension plan. Pertaining to the funding status of the pension plan, Park recognized a net comprehensive gain of $0.6 million in 2016, a net comprehensive loss of $0.5 million in 2015, and a net comprehensive loss of $9.3 million in 2014. The net comprehensive gain in 2016 was due to changes in actuarial assumptions combined with increased investment returns on pension plan assets. The net comprehensive loss in 2015 was due to changes in actuarial assumptions combined with lower investment returns on pension plan assets. The net com- prehensive loss in 2014 was due to changes in actuarial assumptions, primarily a decrease in the discount rate from 5.30% at December 31, 2013 to 4.42% at December 31, 2014. The actuarial loss more than offset the positive investment returns with respect to the pension plan’s assets in 2014. At year-end 2016, the balance in accumulated other comprehensive loss per- taining to the pension plan was $(14.7) million, compared to $(15.4) million at December 31, 2015, and $(14.9) million at December 31, 2014. INVESTMENT OF FUNDS Loans: Average loans were $5,123 million in 2016, compared to $4,910 million in 2015, and $4,717 million in 2014. The actual yield on average loan balances was 4.74% in 2016, compared to 4.66% in 2015, and 4.84% in 2014. Approximately 50% of Park’s loan balances mature or reprice within one year (see Table 35). The actual yield on average loan balances for each quarter of 2016 was 4.87% for the fourth quarter, 4.66% for the third quarter, 4.64% for the second quarter and 4.80% for the first quarter. Loan interest income for 2016 included $5.1 million related to payments received on certain SEPH impaired loan relationships, some of which are participated with PNB. Excluding this income, the actual yield on average loan balances was 4.64% for the year ended December 31, 2016 and 4.62% for the fourth quarter, 4.66% for the third quarter, 4.64% for the second quarter and 4.67% for the first quarter. 32 At December 31, 2016, loan balances were $5,272 million, compared to $5,068 million at year-end 2015, an increase of $204 million or 4.0%. The loan growth of $204 million in 2016 was largely due to increases in loans of $206 million at PNB, offset by declines at GFSC and SEPH. Table 13 reports year-end loan balances by type of loan for the past five years. Table 13 – Loans by Type December 31, (In thousands) Commercial, financial and agricultural Construction real estate Residential real estate Commercial real estate Consumer Leases 2016 2015 2014 2013 2012 $ 994,619 $ 955,727 $ 856,535 $ 825,432 $ 823,927 188,945 173,345 155,804 156,116 165,528 1,808,497 1,855,443 1,851,375 1,799,547 1,713,645 1,155,703 1,113,603 1,069,637 1,112,273 1,092,164 1,120,850 967,111 893,160 723,733 651,930 3,243 2,856 3,171 3,404 3,128 Total loans $5,271,857 $5,068,085 $4,829,682 $4,620,505 $4,450,322 Loan growth was experienced within the commercial, financial and agricultural, construction real estate, commercial real estate, and consumer loan types in 2016. On a combined basis, year-end commercial, financial and agricultural loans, construction real estate loans and commercial real estate loans increased by $97 million, or 4.3% in 2016 and increased by $161 million or 7.7% in 2015. The increase in 2016 was due to increases in commercial real estate loans of $42.1 million, in commercial, financial and agricultural loans of $38.9 million, and in construction real estate loans of $15.6 million. The increase in 2015 was due to increases in commercial, financial and agricultural loans of $99.2 million, in commercial real estate loans of $44.0 million, and in construction real estate loans of $17.5 million. Consumer loans increased by $154 million or 15.9% in 2016 and increased by $74 million or 8.3% in 2015. The increase in consumer loans in each of 2016 and 2015 was primarily due to an increase in automobile lending in Ohio. The long-term, fixed-rate residential mortgage loans that Park originates are generally sold in the secondary market and Park typically retains servicing on these loans. The balance of sold fixed-rate residential mortgage loans, in which Park has maintained the servicing rights, was $1,330 million at year-end 2016, compared to $1,276 million at year-end 2015 and $1,265 million at year-end 2014. Table 14 – Selected Loan Maturity Distribution December 31, 2016 (In thousands) Commercial, financial and agricultural Construction real estate Commercial real estate One Year or Less(1) Over One Through Five Years Over Five Years Total $102,822 $351,183 $ 540,614 $ 994,619 39,583 56,261 29,767 92,539 119,595 188,945 1,006,903 1,155,703 Total $198,666 $473,489 $1,667,112 $2,339,267 Total of these selected loans due after one year with: Fixed interest rate Floating interest rate $272,722 $ 468,114 $ 740,836 200,767 1,198,998 1,399,765 (1) Nonaccrual loans of $41.1 million are included within the one year or less classification above. PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 14 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S Investment Securities: Park’s investment securities portfolio is structured to minimize credit risk, provide liquidity and contribute to earnings. As con - ditions change over time, Park’s overall interest rate risk, liquidity needs and potential return on the investment portfolio will change. Management regularly evaluates the securities in the investment portfolio as circumstances evolve. Circumstances that could result in the sale of a security include: to better manage interest rate risk; to meet liquidity needs; or to improve the overall yield in the investment portfolio. Park classifies the majority of its securities as AFS (see Note 4 of the Notes to Consolidated Financial Statements). These securities are carried on the books at their estimated fair value with the unrealized holding gain or loss, net of federal income taxes, accounted for as accumulated other comprehensive income (loss). The securities that are classified as AFS are free to be sold in future periods in carrying out Park’s investment strategies. Park classifies certain types of U.S. Government sponsored entity collateralized mortgage obligations (“CMOs”) that it purchases as Held-To-Maturity (“HTM”). In addition, starting in 2015, Park began to purchase tax-exempt municipal securities, also classified as HTM. These securities are classified as HTM because they are generally not as liquid as the investment securities that Park classifies as AFS. A classification of HTM means that Park has the positive intent and the ability to hold these securities until maturity. At year-end 2016, Park’s HTM securities portfolio was $260 million, compared to $149 million at year- end 2015, and $141 million at year-end 2014. Included in the HTM securities portfolio as of December 31, 2016 are $189 million of tax-exempt municipal securities. All of the CMOs, mortgage-backed securities, and callable notes in Park’s investment portfolio were issued by U.S. Government sponsored entities. Average taxable investment securities were $1,413 million in 2016, compared to $1,472 million in 2015, and $1,433 million in 2014. The average yield on taxable investment securities was 2.17% in 2016, compared to 2.45% in 2015, and 2.58% in 2014. Average tax-exempt investment securities were $91 million in 2016, compared to $6 million in 2015, and $65,000 in 2014. The average tax-equivalent yield on tax-exempt investment securities was 4.43% in 2016, compared to 4.72% in 2015, and 6.97% in 2014. Total investment securities (at amortized cost) were $1,584 million at December 31, 2016, compared to $1,644 million at December 31, 2015, and $1,499 million at December 31, 2014. Management purchased investment securities totaling $724 million in 2016, $506 million in 2015, and $352 million in 2014. Proceeds from repayments and maturities of investment securities were $783 million in 2016, $357 million in 2015, and $140 million in 2014. Proceeds from sales of investment securities were $3.1 million in 2015. These investment securities had a book value of $3.1 million and resulted in a gain on sale of $88,000. Proceeds from sales of investment securities were $173.1 million in 2014. Of the investment securities sold in 2014, a small portion with a book value of $187,000 was sold for a gain of $22,000. The remaining investment securities sold in 2014, with a book value of $174.1 million, were sold at a loss of $1.2 million. There were no sales of investment securities in 2016. At year-end 2016, 2015, and 2014, the average tax-equivalent yield on the total investment portfolio was 2.30%, 2.28%, and 2.47%, respectively. The weighted average remaining maturity of the total investment portfolio was 4.4 years at December 31, 2016, 4.8 years at December 31, 2015, and 5.2 years at December 31, 2014. Obligations of the U.S. Treasury and other U.S. Government sponsored entities and U.S. Government sponsored entities’ asset- backed securities were approximately 83.9% of the total investment portfolio at year-end 2016, approximately 93.3% of the total investment portfolio at year- end 2015, and approximately 96.0% of the total investment portfolio at year-end 2014. The average maturity of the investment portfolio would lengthen if long-term interest rates were to increase as principal repayments from mortgage-backed securities and CMOs would decline and callable U.S. Government sponsored entity notes would extend to their maturity dates. At year-end 2016, manage- ment estimated that the average maturity of the investment portfolio would lengthen to 5.1 years with a 100 basis point increase in long-term interest rates and to 5.4 years with a 200 basis point increase in long-term interest rates. Likewise, the average maturity of the investment portfolio would shorten if long-term interest rates were to decrease as the principal repayments from mortgage-backed securities and CMOs would increase as borrowers would refinance their mortgage loans and the callable U.S. Government sponsored entity notes would shorten to their call dates. At year-end 2016, management estimated that the average maturity of the investment portfolio would decrease to 3.4 years with a 100 basis point decrease in long-term interest rates and to 2.8 years with a 200 basis point decrease in long-term interest rates. Table 15 sets forth the carrying value of investment securities, as well as the percentage held within each category at year-end 2016, 2015 and 2014: Table 15 – Investment Securities December 31, (In thousands) Obligations of U.S. Treasury and other U.S. Government sponsored entities Obligations of states and political subdivisions U.S. Government asset-backed securities Federal Home Loan Bank stock Federal Reserve Bank stock Equities Total Investments by category as a percentage of total investment securities Obligations of U.S. Treasury and other U.S. Government sponsored entities Obligations of states and political subdivisions U.S. Government asset-backed securities Federal Home Loan Bank stock Federal Reserve Bank stock Equities 2016 2015 2014 $ 267,533 188,622 1,058,383 50,086 8,225 6,934 $ 522,063 48,190 1,012,605 50,086 8,225 2,710 $ 538,064 — 901,715 50,086 8,225 2,698 $1,579,783 $1,643,879 $1,500,788 16.9% 11.9% 67.0% 3.2% 0.5% 0.5% 31.8% 2.9% 61.6% 3.0% 0.5% 0.2% 35.9% —% 60.1% 3.3% 0.5% 0.2% Total 100.0% 100.0% 100.0% ANALYSIS OF EARNINGS Net Interest Income: Park’s principal source of earnings is net interest income, the difference between total interest income and total interest expense. Net interest income results from average balances outstanding for interest earning assets and interest bearing liabilities in conjunction with the average rates earned and paid on them. (See Table 16 for three years of history on the average balances of the balance sheet categories as well as the average rates earned on interest earning assets and the average rates paid on interest bearing liabilities.) Average interest earning assets for 2016 increased by $95 million, or 1.4%, to $6,826 million, compared to $6,731 million for 2015. Average interest earning assets of $6,731 million for 2015 represented an increase of $376 million, or 5.9%, compared to $6,355 for 2014. The average yield on interest earning assets increased by 13 basis points to 4.08% for 2016, compared to 3.95% for 2015. The average yield on interest earning assets of 3.95% for 2015 represented a decrease of 24 basis points compared to 4.19% for 2014. Interest income for 2016 included $5.1 million related to payments received on certain SEPH impaired loan relationships, some of which are participated with PNB. Excluding this income, the yield on loans was 4.64%, the yield on interest earning assets was 4.01%, and the net interest margin was 3.45%. 33 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 15 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S Table 16 – Distribution of Assets, Liabilities and Shareholders’ Equity December 31, (In thousands) ASSETS Interest earning assets: Loans(1) (2) Taxable investment securities Tax-exempt investment securities(3) Money market instruments Total interest earning assets Non-interest earning assets: Allowance for loan losses Cash and due from banks Premises and equipment, net Other assets TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY Interest bearing liabilities: Transaction accounts Savings deposits Time deposits Total interest bearing deposits Short-term borrowings Long-term debt(4) Total interest bearing liabilities Non-interest bearing liabilities: Demand deposits Other Total non-interest bearing liabilities Shareholders’ equity TOTAL Daily Average 2016 Interest Average Rate Daily Average 2015 Interest Average Rate Daily Average 2014 Interest Average Rate $5,122,862 1,413,324 91,343 198,197 $242,978 30,627 4,050 1,020 6,825,726 278,675 4.74% 2.17% 4.43% 0.51% 4.08% $4,909,579 1,472,285 5,923 342,997 $228,746 36,026 279 888 6,730,784 265,939 4.66% 2.45% 4.72% 0.26% 3.95% $4,717,297 1,432,627 65 204,874 $228,487 36,981 5 515 6,354,863 265,988 4.84% 2.58% 6.97% 0.25% 4.19% (56,890) 115,779 59,104 472,800 $7,416,519 $1,244,646 1,705,592 1,215,681 4,165,919 240,457 776,465 5,182,841 1,414,885 81,056 1,495,941 737,737 $7,416,519 $ 1,358 2,721 9,337 13,416 456 24,300 38,172 0.11% 0.16% 0.77% 0.32% 0.19% 3.13% 0.74% (56,947) 117,286 58,377 456,960 $7,306,460 $1,257,681 1,544,316 1,353,199 4,155,196 258,717 793,469 5,207,382 1,311,628 77,123 1,388,751 710,327 $7,306,460 $ 816 1,413 10,125 12,354 469 24,619 37,442 0.06% 0.09% 0.75% 0.30% 0.18% 3.10% 0.72% (58,917) 112,113 55,407 429,836 $6,893,302 $1,291,310 1,216,750 1,312,868 3,820,928 263,270 867,615 4,951,813 1,196,625 64,415 1,261,040 680,449 $6,893,302 $ 825 852 9,323 11,000 517 28,582 40,099 0.06% 0.07% 0.71% 0.29% 0.20% 3.29% 0.81% Tax equivalent net interest income Net interest spread Net yield on interest earning assets (net interest margin) $240,503 $228,497 $225,889 3.34% 3.52% 3.23% 3.39% 3.38% 3.55% (1) Loan income includes net loan related fee income and origination costs (expense) of ($1.6 million) in 2016, ($1.0 million) in 2015, and $1.3 million in 2014. Loan income also includes the effects of taxable equivalent adjustments using a 35% tax rate in 2016, 2015 and 2014. The taxable equivalent adjustment was $1.0 million in 2016, $767,000 in 2015, and $843,000 in 2014. (2) For the purpose of the computation for loans, nonaccrual loans are included in the daily average loans outstanding. (3) Interest income on tax-exempt investment securities includes the effects of taxable equivalent adjustments using a 35% tax rate in 2016, 2015 and 2014. The taxable equivalent adjustments were $1.4 million in 2016, $98,000 in 2015, and $2,000 in 2014. (4) Includes subordinated notes. Table 17 – Quarterly Net Interest Margin Average Interest Earning Assets Net Interest Income Tax Equivalent Net Interest Income Tax Equivalent Net Interest Margin (In thousands) First Quarter Second Quarter Third Quarter Fourth Quarter $6,818,281 $ 59,819 $ 60,263 6,800,436 6,871,661 6,812,168 57,485 58,533 62,249 58,040 59,152 63,048 2016 $6,825,726 $238,086 $240,503 3.55% 3.43% 3.42% 3.68% 3.52% Average interest bearing liabilities for 2016 decreased by $24 million, or 0.05%, to $5,183 million, compared to $5,207 million for 2015. Average interest bearing liabilities of $5,207 million for 2015 represented an increase of $255 million, or 5.2%, compared to $4,952 million for 2014. The average cost of interest bearing liabilities increased by 2 basis points to 0.74% for 2016, compared to 0.72% for 2015. The cost of interest bearing liabilities of 0.72% for 2015 was a decrease of 9 basis points compared to 0.81% for 2014. The following table displays (for each quarter of 2016) the average balance of interest earning assets, the net interest income and the tax equivalent net interest income and net interest margin. 34 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 16 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S In the following table, the change in tax equivalent interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. Table 18 – Volume/Rate Variance Analysis The following table breaks out the change in total other income for the year ended December 31, 2016 compared to the year ended December 31, 2015, and for the year ended December 31, 2015 compared to the year ended December 31, 2014 between Park’s Ohio-based operations and SEPH. Change from 2015 to 2016 Change from 2014 to 2015 Table 20 – Other Income Breakout (In thousands) Volume Rate Total Volume Rate Total Increase (decrease) in: Interest income: Total loans $10,065 $ 4,167 $14,232 $ 9,016 $ (8,757) $ 259 Taxable investments (1,400) (3,999) (5,399) Tax-exempt investments 3,789 (18) 3,771 (486) 618 132 982 276 352 (1,937) (2) 21 (955) 274 373 11,968 768 12,736 10,626 (10,675) (49) Money market instruments Total interest income Interest expense: Transaction accounts $ (8) $ 550 $ 542 $ (9) $ — $ (9) Savings accounts 162 1,146 1,308 (1,051) (34) (531) 263 21 212 (788) (13) (319) 273 283 (7) 289 519 (41) 562 802 (48) (2,365) (1,599) (3,964) Time deposits Short-term borrowings Long-term debt Total interest expense (1,462) 2,192 730 (1,825) (832) (2,657) Net variance $13,430 $(1,424) $12,006 $12,451 $ (9,843) $ 2,608 Other Income: Other income was $78.7 million in 2016, compared to $77.6 million in 2015, and $75.5 million in 2014. The following table displays total other income for Park in 2016, 2015 and 2014. Table 19 – Other Income Year Ended December 31, (In thousands) 2016 2015 2014 Income from fiduciary activities $21,400 $20,195 $19,150 Service charges on deposits Other service income Checkcard fee income Bank owned life insurance income ATM fees Gain on the sale of OREO, net OREO valuation adjustments Gain on the sale of commercial loans held for sale Gain (loss) on sale of investment securities Miscellaneous Total other income 14,259 14,419 15,057 4,338 2,268 1,323 (601) — — 6,268 14,751 11,438 14,561 5,783 2,428 1,604 15,423 10,459 13,570 4,861 2,467 5,503 (1,592) (2,406) 756 88 7,539 1,867 (1,158) 5,813 $78,731 $77,551 $75,549 (In thousands) Income from fiduciary activities Service charges on deposits Other service income Checkcard fee income Bank owned life insurance income ATM fees Gain on the sale of OREO, net OREO valuation adjustments Gain on sale of commercial loans held for sale Gain (loss) on sale of investment securities Miscellaneous Change from 2015 to 2016 Change from 2014 to 2015 Ohio-based Operations SEPH Total Ohio-based Operations SEPH Total $ 1,205 $ — $ 1,205 $ 1,045 $ — $ 1,045 (492) 1,596 496 (1,445) (160) (764) 658 — 1,385 — (492) 2,981 496 — (1,445) — (160) (672) — 2,011 (1,032) 991 922 (39) — — — (672) 979 991 922 (39) 483 333 (281) (1,220) (2,679) (3,899) 991 335 479 814 (34) (722) (756) 363 (1,474) (1,111) (88) (918) — (88) (353) (1,271) 1,246 1,163 — 563 1,246 1,726 Total other income $ 54 $1,126 $ 1,180 $ 6,145 $(4,143) $ 2,002 Income from fiduciary activities increased by $1.2 million, or 6.0%, to $21.4 million in 2016, compared to $20.2 million in 2015. The $20.2 million in 2015 was an increase of $1.0 million, or 5.5%, compared to $19.2 million in 2014. The increases in fiduciary fee income in 2016 and 2015 were primarily due to improvements in the equity markets and also due to an increase in the total account balances serviced by PNB’s Trust Department. PNB charges fiduciary fees largely based on the market value of the assets being managed. The average market value of the trust assets managed by PNB was $4.56 billion in 2016, compared to $4.38 billion in 2015, and $4.26 billion in 2014. Service charges on deposit accounts decreased by $492,000, or 3.3%, to $14.3 million in 2016, compared to $14.8 million in 2015. The $14.8 million in 2015 was a decrease of $672,000, or 4.4%, compared to $15.4 million in 2014. The declines in 2016 and 2015 were related to declines in service charges on deposits within Park’s Ohio-based operations, largely as a result of a decline in fee income from overdraft charges and other non-sufficient funds (NSF) charges. Park’s customers did not use our courtesy overdraft program as frequently in 2015 and 2016. Fee income earned from the origination and sale into the secondary market of long-term, fixed-rate mortgage loans is included within “Other service income.” Other service income increased by $3.0 million, or 26.1%, to $14.4 million in 2016, compared to $11.4 million in 2015. The $11.4 million in 2015 was an increase of $979,000, or 9.4%, compared to $10.5 million in 2014. The increase at PNB during 2016 and 2015 was primarily due to a corresponding increase in the amount of mortgage loans originated for sale in the secondary market which increased by $66.9 million for 2016 compared to 2015 and $84.7 million for 2015 compared to 2014. The $1.4 million increase in other service income at SEPH for 2016 compared to 2015 was primarily the result of the recovery of fees from certain SEPH impaired loan relationships 35 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 17 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S Gain on the sale of commercial loans held for sale was $756,000 for 2015. This was related to certain commercial loans, which had a book balance of $144,000, that were sold in the first quarter of 2015. Gain on sale of commer- cial loans held for sale was $1.9 million in 2014. PNB sold $12.7 million of commercial loans held for sale in 2014, which resulted in a $328,000 loss on sale. SEPH sold $6.4 million of commercial loans held for sale in 2014, which resulted in a $2.2 million gain on sale. No commercial loans held for sale were sold in 2016. Other miscellaneous income decreased by $1.3 million, or 16.9%, to $6.3 million in 2016, compared to $7.5 million in 2015. Other miscellaneous income increased by $1.7 million, or 29.7%, to $7.5 million in 2015, com- pared to $5.8 million in 2014. The decrease in 2016, compared to 2015, was related to a $329,000 decrease in brokerage income and a $805,000 decline in income from the operation of OREO properties, and a $711,000 decrease in gains from the sale of repossessed and other assets. These decreases were offset by $461,000 in income from an equity investment during 2016. The increase in 2015, compared to 2014, was primarily due to a $1.2 million increase in income from the operation of OREO properties and a $468,000 increase in gains from the sale of assets. Other Expense: Other expense was $199.0 million in 2016, compared to $186.6 million in 2015, and $187.5 million in 2014. Other expense increased by $12.4 million, or 6.6%, in 2016, and decreased by $896,000, or 0.5% in 2015. The following table displays total other expense for Park for 2016, 2015 and 2014. Table 22 – Other Expense Year Ended December 31, (In thousands) Salaries Employee benefits Data processing fees Professional fees and services Occupancy expense Furniture and equipment expense Insurance Marketing Communication State tax expense OREO expense Borrowing prepayment penalty Miscellaneous 2016 2015 2014 $ 87,034 $ 86,189 $ 81,977 19,262 5,608 27,181 10,239 13,766 5,825 4,523 4,985 3,560 1,021 5,554 10,465 21,296 5,037 23,452 9,686 11,806 5,629 3,983 5,130 3,566 1,446 532 8,862 19,991 4,712 29,580 10,006 11,571 5,723 4,371 5,268 2,290 2,063 — 9,958 Total other expense $199,023 $186,614 $187,510 Full-time equivalent employees 1,726 1,798 1,801 Checkcard fee income, which is generated from debit card transactions, increased $496,000, or 3.4%, to $15.1 million in 2016, compared to $14.6 million in 2015. The $14.6 million in 2015 was an increase of $991,000, or 7.3%, compared to $13.6 million in 2014. The increases in 2016 and 2015 were attributable to continued increases in the volume of debit card trans - actions. Debit card transactions for 2016 were 30.6 million compared to 29.9 million for 2015 and 28.4 million for 2014. Bank owned life insurance income decreased by $1.4 million, or 25%, to $4.3 million in 2016, compared to $5.8 million in 2015. Bank owned life insurance income increased by $922,000, or 19.0%, to $5.8 million in 2015, compared to $4.9 million in 2014. The decrease of $1.4 million from 2015 to 2016 and the increase of $922,000 from 2014 to 2015 was primarily related to fluctua- tions in income from death benefits paid on policies. Park recorded $40,000 of income from death benefits paid on policies during 2016 compared to $1.3 million of income from death benefits paid on policies during 2015, and $383,000 of income from death benefits paid on policies in 2014. Gain on the sale of OREO, net, totaled $1.3 million in 2016, a decrease of $281,000, compared to $1.6 million in 2015. The $1.6 million in 2015 was a decrease of $3.9 million, compared to $5.5 million in 2014. The table below provides details on the OREO sales at PNB and SEPH in 2016, 2015, and 2014. Table 21 – Sales of OREO (In thousands) 2016: PNB PNB participations in Vision assets SEPH Total 2015: PNB PNB participations in Vision assets SEPH Total 2014: PNB PNB participations in Vision assets SEPH Total OREO Properties Sold Book Balance of OREO Sold Net Proceeds of OREO Sold Gain on Sale(1) 52 1 13 66 65 3 20 88 90 1 114 205 $ 3,199 $ 3,400 $ 201 157 4,007 231 5,073 $ 7,363 $ 8,704 74 1,066 $1,341 $ 6,853 $ 7,332 $ 479 521 8,158 984 8,742 463 584 $15,532 $17,058 $1,526 $ 7,271 $ 8,191 $ 920 1,826 13,258 $22,355 3,085 16,522 $27,798 1,259 3,264 $5,443 (1) The gain on sale amounts above exclude any deferred gain on sale. OREO assets, property acquired through foreclosure, are initially recorded at fair value less anticipated selling costs (net realizable value), establishing a new cost basis. These assets are subsequently accounted for at the lower of cost or fair value less costs to sell. Subsequent changes in the value of real estate are classified as OREO valuation adjustments. OREO valuation adjustments totaled $601,000 in 2016, a decrease of $991,000, or 62.2%, compared to $1.6 million in 2015. The $1.6 million in 2015 was a decrease of $814,000, or 33.8%, compared to $2.4 million in 2014. Of the $601,000 in OREO valuation adjustments in 2016, $582,000 were related to valuation adjustments at PNB, of the $1.6 million in OREO valuation adjustments in 2015, $1.2 million were related to valuation adjustments at PNB, and of the $2.4 million in OREO valuation adjustment in 2014, $1.6 million were related to PNB. The decline in OREO valuation adjustments is consistent with the trend of lower OREO balances across the Park organization, which totaled $13.9 million, $18.7 million, and $22.6 million at December 31, 2016, 2015 and 2014, respectively. 36 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 18 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S The following table breaks out the change in other expense for the year ended December 31, 2016, compared to the year ended December 31, 2015, and for the year ended December 31, 2015 compared to the year ended December 31, 2014 in each of Park’s Ohio-based operations and SEPH. Table 23 – Other Expense Breakout Change from 2015 to 2016 Change from 2014 to 2015 (In thousands) Ohio-based Operations SEPH Total Ohio-based Operations SEPH Total Salaries $ 943 $ (98) $ 845 $ 4,556 $ (344) $ 4,212 Employee benefits Data processing fees Professional fees and services Occupancy expense Furniture and (2,235) 571 1,216 553 equipment expense 1,960 Insurance Marketing Communication State tax expense OREO expense Borrowing prepayment penalty Miscellaneous Total other expense 196 537 (147) (69) (373) 5,022 3,144 201 — (2,034) 571 1,510 325 (205) 1,305 — 325 2,513 — — — 3 2 63 (52) — (1,541) 3,729 553 1,960 196 540 (145) (6) (425) 5,022 1,603 (780) (320) 236 (88) (388) (135) 1,351 (428) 532 (1,683) (5,348) (6,128) — (320) (1) (6) — (3) (75) (189) — 587 235 (94) (388) (138) 1,276 (617) 532 (1,096) $11,318 $ 1,091 $12,409 $ 4,688 $(5,584) $ (896) Salaries expense increased $845,000, or 1.0%, to $87.0 million in 2016, and increased by $4.2 million, or 5.1%, to $86.2 million in 2015. The increase in 2016 was primarily due to an increase of $1.0 million in share- based compensation expense related to the Park 2013 Long-Term Incentive Plan (the “2013 Incentive Plan”) offset by a $374,000 decrease in incentive compensation. The increase in 2015 was due to an increase in salaries of $2.9 million, an increase in incentive compensation of $937,000, and an increase in share-based compensation expense related to the Park 2013 Incentive Plan of $407,000 compared to 2014. Park had 1,726 full-time equivalent employees at year-end 2016, compared to 1,798 full-time equivalent employees at year-end 2015, and 1,801 full-time equivalent employees at year-end 2014. Employee benefits expense decreased $2.0 million, or 9.6%, to $19.3 million in 2016, and increased by $1.3 million, or 6.5%, to $21.3 million in 2015. The decrease in 2016 was due to a $3.9 million decrease in group insurance costs, offset by a $1.1 million increase in other employee benefits. The increase in 2015 was primarily due to a $1.3 million increase in pension and salary deferral plan expense, compared to 2014. Professional fees and services increased $3.7 million, or 15.9%, to $27.2 million in 2016, compared to $23.5 million in 2015. The $23.5 million in 2015 was a decrease of $6.1 million, or 20.7%, compared to $29.6 million in 2014. This subcategory of total other expense includes legal fees, management consulting fees, director fees, audit fees, regulatory examination fees and mem- berships in industry associations. The increase in professional fees and services expense in 2016 was primarily due to an increase in consulting fees at SEPH and increases in third-party credit related expense at PNB. The decrease in professional fees and services expense in 2015 was largely related to declines in legal expenses associated with PNB participations in Vision loans and other loan relationships at SEPH. Furniture and equipment expense increased $2.0 million, or 16.6%, to $13.8 million in 2016, compared to $11.8 million in 2015. The increase in furniture and equipment expense in 2016 was primarily due to a $1.0 million increase in depreciation expense and a $1.0 million increase in maintenance expense. OREO expense declined $425,000, or 29.4%, to $1.0 million in 2016, compared to $1.4 million in 2015. The $1.4 million in 2015 was a decline of $617,000, or 29.9%, compared to $2.1 million in 2014. The decline in OREO expense was consistent with the trend of lower OREO balances across the Park organization, which totaled $13.9 million, $18.7 million, and $22.6 million at December 31, 2016, 2015 and 2014, respectively. Borrowing prepayment penalties increased by $5.0 million, to $5.6 million in 2016, compared to $532,000 in 2015. During 2016, Park prepaid $50 million of Federal Home Loan Bank (“FHLB”) advances, incurring a $5.6 million pre- payment penalty. These advances had an interest rate of 3.15% and a maturity date of November 13, 2023. The subcategory “Miscellaneous” other expense includes expenses for supplies, travel, charitable contributions, and other miscellaneous expense. The subcategory miscellaneous other expense increased by $1.6 million, or 18.1%, to $10.5 million in 2016, compared to $8.9 million in 2015. The $8.9 million in 2015 was a decrease of $1.1 million, or 11.0%, compared to $10.0 million in 2014. The $1.6 million increase in 2016 was primarily due to a $1.7 million increase in accruals due to the ongoing evaluation of litigation and other proceedings impacting the GFSC subsidiary and the Parent Company, a $2.0 million increase in contribution expense and an $883,000 increase in fraud losses, offset by a reduction in expenses as $0.6 million was recognized in 2015 related to a contract termination fee, a $1.0 million reduction in expense related to reserves established for potential mortgage loan repur- chases, and a decrease of $996,000 related to the amortization of historic tax credits. The $1.1 million decrease in 2015 was primarily due to a $1.5 million decrease in contribution expense, a $1.0 million decrease in expense due to the ongoing evaluation of litigation and other proceedings impacting the GFSC subsidiary, and a decrease of $1.3 million due to a reduction in contract termination fees, offset by a $1.2 million increase related to reserves established for potential mortgage loan repurchases and a $996,000 increase related to the amortization of historic tax credits. Income Taxes: Federal income tax expense was $36.8 million in 2016, com- pared to $32.6 million in 2015, and $36.5 million in 2014. Federal income tax expense as a percentage of income before taxes was 29.9% in 2016, 28.7% in 2015, and 30.3% in 2014. The difference between the statutory federal income tax rate of 35% and Park’s effective tax rate reflects permanent tax differences, primarily consisting of tax-exempt interest income from municipal investments and loans, qualified affordable housing and historical tax credits, bank owned life insurance income, and dividends paid on common shares held within Park’s salary deferral plan. Park’s permanent tax differences for 2016 were approximately $6.3 million compared to $7.2 million for 2015. CREDIT EXPERIENCE (Recovery of) Provision for Loan Losses: The (recovery of) provision for loan losses is the amount added to the allowance for loan losses to ensure the allowance is sufficient to absorb probable, incurred credit losses. The amount of the (recovery of) provision for loan losses is determined by management after reviewing the risk characteristics of the loan portfolio, historic and current loan loss experience and current economic conditions. 37 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 19 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S The table below provides additional information on the provision for loan losses and the ALLL for Park for 2016, 2015 and 2014. Table 24 – ALLL Information, Park SEPH, as a non-bank subsidiary of Park, does not carry an ALLL balance, but recognizes a provision for loan losses when a charge-off is taken and recognizes a recovery of loan losses when a recovery is received. (In thousands) 2016 2015 2014 Table 26 – ALLL Information, SEPH ALLL, beginning balance $ 56,494 $ 54,352 $ 59,468 (In thousands) 2016 2015 2014 Charge-offs Recoveries Net charge-offs (recoveries) (Recovery of) provision for loan losses 20,799 (20,030) 769 (5,101) 14,290 (11,442) 2,848 4,990 24,780 (26,997) (2,217) (7,333) ALLL, ending balance $ 50,624 $ 56,494 $ 54,352 Average loans $5,122,862 $4,909,579 $4,717,297 Net charge-offs (recoveries) as a percentage of average loans 0.02% 0.06% (0.05)% For the year ended December 31, 2016, gross income of $6.8 million would have been recognized on loans that were nonaccrual as of December 31, 2016 had these loans been current in accordance with their original terms. Interest income on nonaccrual loans may be recorded on a cash basis and be included in earnings only when Park expects to receive the entire recorded investment of the loan. Of the $6.8 million that would have been recognized, approximately $6.0 million was included in interest income for the year ended December 31, 2016. Park’s Ohio-based subsidiaries, PNB and GFSC, are the only subsidiaries that carry an ALLL balance. The table below provides additional information on the provision for loan losses and the ALLL for Park’s Ohio-based subsidiaries for 2016, 2015 and 2014. ALLL, beginning balance $ — $ — $ — Charge-offs Recoveries Net recoveries Recovery of loan losses ALLL, ending balance Average loans 447 (10,046) (9,599) (9,599) $ — $ 14,434 127 (4,217) (4,090) (4,090) $ — $17,910 1,125 (13,519) (12,394) (12,394) $ — $ 31,836 At year-end 2016, the allowance for loan losses was $50.6 million, or 0.96% of total loans outstanding, compared to $56.5 million, or 1.11% of total loans outstanding at year-end 2015, and $54.4 million, or 1.13% of total loans out- standing at year-end 2014. The table below provides additional information related to specific reserves on impaired commercial loans and general reserves for all other loans in Park’s portfolio at December 31, 2016, 2015 and 2014. Table 27 – Park General Reserve Trends Year Ended December 31, (In thousands) Allowance for loan losses, end of period Specific reserves General reserves Total loans 2016 2015 $ $ 50,624 $ 56,494 548 4,191 50,076 $ 52,303 $ $ 2014 54,352 3,660 50,692 $5,271,857 $5,068,085 $4,829,682 Table 25 – ALLL Information, Park’s Ohio-based Subsidiaries Impaired commercial loans 70,415 80,599 73,676 Non-impaired loans $5,201,442 $4,987,486 $4,756,006 Allowance for loan losses as a percentage of year-end loans General reserves as a percentage of non-impaired loans 0.96% 1.11% 1.13% 0.96% 1.05% 1.07% Specific reserves decreased $3.6 million to $548,000 at December 31, 2016, compared to $4.2 million at December 31, 2015. The decrease is largely due to the fourth quarter 2016 charge-off of $3.1 million in specific reserves. General reserves decreased $2.2 million, or 4.3%, to $50.1 million at December 31, 2016, compared to $52.3 million at December 31, 2015. The decrease in general reserves was due to the ongoing evaluation of the required allowance for loan losses to cover probable incurred losses in the Park loan portfolio. Management believes that the allowance for loan losses at year-end 2016 is adequate to absorb probable, incurred credit losses in the loan portfolio. See Note 1 of the Notes to Consolidated Financial Statements and the discussion under the heading “CRITICAL ACCOUNTING POLICIES” earlier in this Management’s Discussion and Analysis for additional information on management’s evaluation of the adequacy of the allowance for loan losses. (In thousands) 2016 2015 2014 ALLL, beginning balance $ 56,494 $ 54,352 $ 59,468 Charge-offs: Ohio-based subsidiaries loans PNB participations in Vision loans Total charge-offs Recoveries: Ohio-based subsidiaries loans PNB participations in Vision loans Total recoveries Net charge-offs Provision for (recovery of) loan losses: Ohio-based subsidiaries loans PNB participations in Vision loans Total provision for loan losses 20,274 78 20,352 (6,788) (3,196) (9,984) 10,368 7,616 (3,118) 4,498 14,143 20 14,163 (5,770) (1,455) (7,225) 6,938 10,515 (1,435) 9,080 22,988 667 23,655 (6,613) (6,865) (13,478) 10,177 11,259 (6,198) 5,061 ALLL, ending balance $ 50,624 $ 56,494 $ 54,352 Average loans, Ohio-based subsidiaries $5,108,428 $4,891,670 $4,685,461 Net charge-offs as a percentage of average loans Net charge-offs as a percentage of average loans — excluding PNB participations in Vision loans 0.20% 0.14% 0.22% 0.26% 0.17% 0.35% Charge-offs for 2016 include the charge-off of $2.2 million in specific reserves for which provision expense had been recognized in a prior year compared to $412,000 for 2015 and $6.4 million for 2014. Net charge-offs adjusted for changes in specific reserves as a percentage of average loans for the years ended December 31, 2016, 2015, and 2014 were 0.13%, 0.15%, and 0.07%, respectively. 38 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 20 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S The table below provides a summary of Park’s loan loss experience over the past five years: Table 28 – Summary of Loan Loss Experience (In thousands) 2016 2015 2014 2013 2012 Average loans (net of unearned interest) Allowance for loan losses: $5,122,862 $4,909,579 $4,717,297 $4,514,781 $4,410,661 Beginning balance 56,494 54,352 59,468 55,537 68,444 Charge-offs: Commercial, financial and agricultural Real estate – construction Real estate – residential Real estate – commercial Consumer Leases 5,786 2,478 3,779 6,160 26,847 1,436 470 1,316 1,791 9,985 3,014 2,352 3,944 3,207 8,607 412 10,151 — 348 8,642 — 8,003 7,738 — 1,832 6,163 — 10,454 5,375 — Total charge-offs $ 20,799 $ 14,290 $ 24,780 $ 19,153 $ 61,268 Recoveries: Commercial, financial and agricultural $ Real estate – construction Real estate – residential Real estate – commercial Consumer Leases Total recoveries Net charge-offs (recoveries) $ $ (Recovery) provision included in earnings 1,259 $ 1,373 $ 1,003 $ 1,314 $ 1,066 8,559 2,092 12,572 9,378 2,979 2,446 2,438 2,985 6,000 5,559 3,671 4,094 1 2,241 3,295 3 7,759 2,671 7 726 2,249 2 783 2,555 — 20,030 $ 11,442 $ 26,997 $ 19,669 $ 12,942 769 $ 2,848 $ (2,217) $ (516) $ 48,326 (5,101) 4,990 (7,333) 3,415 35,419 Ending balance $ 50,624 $ 56,494 $ 54,352 $ 59,468 $ 55,537 Ratio of net charge-offs (recoveries) to average loans Ratio of allowance for loan losses to end of year loans 0.02% 0.06% (0.05)% (0.01)% 1.10% 0.96% 1.11% 1.13% 1.29% 1.25% The following table summarizes Park’s allocation of the allowance for loan losses for the past five years: Table 29 – Allocation of Allowance for Loan Losses December 31, 2016 2015 2014 2013 2012 Percent of Loans Per (In thousands) Allowance Category Allowance Category Allowance Category Allowance Category Percent of Loans Per Percent of Loans Per Percent of Loans Per Percent of Loans Per Allowance Category Nonperforming Assets: Nonperforming loans include: 1) loans whose interest is accounted for on a nonaccrual basis; 2) troubled debt restructurings (TDRs) on accrual status; and 3) loans which are contractually past due 90 days or more as to principal or interest payments, where interest continues to accrue. Park’s management continues to evaluate TDRs to determine those that may be appropriate to return to accrual status. Specifically, if the restruc- tured note has been current for a period of at least six months and management expects the borrower will remain current throughout the renegotiated contract, the loan may be returned to accrual status. Nonperforming assets include non- performing loans and OREO. OREO results from taking possession of property that served as collateral for a defaulted loan. Generally, management obtains updated appraisal information for non - performing loans and OREO annually. As new appraisal information is received, management performs an evaluation of the appraisal and applies a discount for anticipated disposition costs to determine the net realizable value of the collateral, which is compared to the outstanding principal balance to determine if additional write-downs are necessary. The following is a summary of Park’s nonaccrual loans, accruing TDRs, loans past due 90 days or more and still accruing, and OREO for the last five years: Table 30 – Park Nonperforming Assets December 31, (In thousands) Nonaccrual loans Accruing TDRs Loans past due 90 days or more and accruing Total nonperforming loans OREO – PNB OREO – SEPH Total nonperforming assets Percentage of nonperforming loans to total loans Percentage of nonperforming assets to total loans Percentage of nonperforming assets to total assets 2016 2015 2014 2013 2012 $ 87,822 $ 95,887 $100,393 $135,216 $155,536 18,175 24,979 16,254 18,747 29,800 2,086 1,921 2,641 1,677 2,970 $108,083 $122,787 $119,288 $155,640 $188,306 6,025 7,901 7,456 11,195 10,687 11,918 11,412 23,224 14,715 21,003 $122,009 $141,438 $141,893 $190,276 $224,024 2.05% 2.42% 2.47% 3.37% 4.23% 2.31% 2.79% 2.94% 4.12% 5.03% 1.63% 1.93% 2.03% 2.87% 3.37% SEPH nonperforming assets for the last five years were as follows: Table 31 – SEPH Nonperforming Assets December 31, (In thousands) Nonaccrual loans Accruing TDRs Loans past due 90 days or more and accruing 2016 2015 2014 2013 2012 $11,738 $14,419 $22,916 $36,108 $55,292 — — — — 97 — — — — — Commercial, financial and agricultural Real estate – construction Real estate – residential Real estate – commercial $13,434 18.87% $13,694 18.86% $10,719 17.73% $14,218 17.87% $15,635 18.51% Total nonperforming loans $11,738 $14,419 $23,013 $36,108 $55,292 5,247 3.58% 8,564 3.42% 8,652 3.23% 6,855 3.38% 6,841 3.72% OREO – SEPH 7,901 11,195 11,918 23,224 21,003 10,958 34.31% 13,514 36.61% 14,772 38.33% 14,251 38.95% 14,759 38.51% 10,432 21.92% 9,197 21.97% 8,808 22.15% 15,899 24.07% 11,736 24.54% Total nonperforming assets $19,639 $25,614 $34,931 $59,332 $76,295 Consumer 10,553 21.26% 11,524 19.08% 11,401 18.49% 8,245 15.66% 6,566 14.65% Leases — 0.06% 1 0.06% — 0.07% — 0.07% — 0.07% Total $50,624 100.00% $56,494 100.00% $54,352 100.00% $59,468 100.00% $55,537 100.00% As of December 31, 2016, Park had no concentrations of loans exceeding 10% to borrowers engaged in the same or similar industries nor did Park have any loans to foreign governments. 39 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 21 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S Nonperforming assets for Park, excluding SEPH, for the last five years were as follows: Table 32 – Park Excluding SEPH Nonperforming Assets December 31, (In thousands) Nonaccrual loans Accruing TDRs Loans past due 90 days or more and accruing Total nonperforming loans OREO – PNB Total nonperforming assets(1) Percentage of nonperforming loans to total loans Percentage of nonperforming assets to total loans Percentage of nonperforming assets to total assets 2016 2015 2014 2013 2012 $ 76,084 18,175 $ 81,468 24,979 $ 77,477 16,157 $ 99,108 18,747 $100,244 29,800 2,086 1,921 2,641 1,677 2,970 $ 96,345 $108,368 $ 96,275 $119,532 $133,014 6,025 7,456 10,687 11,412 14,715 $102,370 $115,824 $106,962 $130,944 $147,729 1.83% 2.14% 2.00% 2.61% 3.03% 1.95% 2.29% 2.23% 2.86% 3.36% 1.38% 1.60% 1.55% 2.00% 2.26% (1) Includes PNB participations in loans originated by Vision and related OREO totaling $9.6 million, $9.8 million, $11.5 million, $12.3 million, and $19.0 million for the years ended December 31, 2016, 2015, 2014, 2013 and 2012, respectively. Park’s allowance for loan losses includes an allocation for loans specifically identified as impaired under GAAP. At December 31, 2016, loans considered to be impaired consisted substantially of commercial loans graded as “sub - standard” or “doubtful” and placed on non-accrual status. Specific reserves on impaired commercial loans are typically based on management’s best esti- mate of the fair value of collateral securing these loans. The amount ultimately charged off for these loans may be different from the specific reserve as the ultimate liquidation of the collateral may be for amounts different from management’s estimates. When determining the quarterly and annual loan loss provision, Park reviews the grades of commercial loans. These loans are graded from 1 to 8. A grade of 1 indicates little or no credit risk and a grade of 8 is considered a loss. Commercial loans that are pass-rated are considered to be of acceptable credit risk. Commercial loans graded a 5 (special mention) are considered to be watch list credits and a higher loan loss reserve percentage is allocated to these loans. Commercial loans graded a 6 (substandard), also considered watch list credits, are considered to represent higher credit risk and, as a result, a higher loan loss reserve percentage is allocated to these loans. Generally, commercial loans that are graded a 6 are considered for partial charge-off or have been charged down to the net realizable value of the underlying collateral. Commercial loans graded a 7 (doubtful) are shown as nonperforming and Park charges these loans down to their fair value by taking a partial charge-off or recording a specific reserve. Any commercial loan graded an 8 (loss) is completely charged off. The following table highlights the credit trends within the commercial loan portfolio of Park’s Ohio-based operations. Table 33 – Park Ohio Commercial Credit Trends Year Ended December 31, (In thousands) 2016 2015 2014 Commercial loans* Pass rated Special mention Substandard Impaired Total $2,601,607 14,644 441 58,676 $2,493,518 24,223 4,268 66,232 $2,360,689 15,946 3,553 51,323 $2,675,368 $2,588,241 $2,431,511 *Commercial loans include: (1) Commercial, financial and agricultural loans, (2) Commercial real estate loans, (3) Commercial related loans in the construction real estate portfolio and (4) Commercial related loans in the residential real estate portfolio. 40 Delinquencies have remained low for Park’s Ohio-based operations over the past 24 months. Delinquent and accruing loans were $27.8 million, or 0.53% of total loans at December 31, 2016, compared to $25.7 million, or 0.51% of total loans at December 31, 2015 and $33.0 million, or 0.69% of total loans at December 31, 2014. Impaired commercial loans for Park’s Ohio-based operations were $58.7 million at December 31, 2016, a decrease of $7.6 million, compared to $66.2 million as of December 31, 2015. The $58.7 million of impaired commercial loans at December 31, 2016 included $6.4 million of loans modified in a troubled debt restructuring which are currently on accrual status and per - forming in accordance with the restructured terms, down from $12.4 million at December 31, 2015. Impaired commercial loans are individually evaluated for impairment and specific reserves are established to cover any probable, incurred losses for those loans that have not been charged down to the net realizable value of the underlying collateral or to the net present value of expected cash flows. Park had $15.1 million of non-impaired commercial loans included on the watch list at December 31, 2016, compared to $28.5 million of non-impaired commercial loans at year-end 2015, and $19.5 million of non-impaired com- mercial loans at year-end 2014. Commercial loans include: (1) commercial, financial and agricultural loans; (2) commercial real estate loans; (3) certain real estate construction loans; and (4) certain residential real estate loans. Park’s watch list includes all criticized and classified commercial loans, defined by Park as loans rated special mention or worse, less those commercial loans currently considered to be impaired. As a percentage of year-end total commer- cial loans, Park’s watch list of potential problem commercial loans was 0.6% in 2016, 1.1% in 2015, and 0.8% in 2014. The existing conditions of these loans do not warrant classification as nonaccrual. However, these loans have shown some weakness and management performs additional analyses regarding each borrower’s ability to comply with payment terms. As of December 31, 2016, management had taken partial charge-offs of approx- imately $24.9 million related to the $70.4 million of commercial loans considered to be impaired, compared to charge-offs of approximately $28.7 million related to the $80.6 million of impaired commercial loans at December 31, 2015. The table below provides additional information related to Park’s impaired commercial loans at December 31, 2016, including those impaired commercial loans at PNB, PNB participations in impaired Vision loans and those impaired Vision commercial loans retained at SEPH. Table 34 – Park Impaired Commercial Loans December 31, 2016 (In thousands) PNB PNB participations in Vision loans SEPH Unpaid Principal Balance (UPB) Prior Charge- offs Total Impaired Loans Specific Reserve Carrying Balance Carrying Balance as a % of UPB $64,529 $10,772 $53,757 $548 $53,209 82.46% 8,372 22,457 3,453 10,718 4,919 11,739 — — 4,919 11,739 58.76% 52.27% Total Park $95,358 $24,943 $70,415 $548 $69,867 73.27% Allowance for Loan Losses: Loss factors are reviewed quarterly and updated at least annually to reflect recent loan loss history and incorporate current risk and trends which may not be recognized in historical data. Several enhance- ments were made in the third quarter of 2016 as a result of management’s quarterly review. (cid:0) Management updated the historical loss calculation during the third quarter of 2016, incorporating annualized net charge-offs plus changes in specific reserves through September 30, 2016. Additionally, manage- ment removed from the historical loss calculation net charge-offs plus changes in specific reserves for the year ended December 31, 2009. Management’s belief has been that historical losses should encompass the complete economic cycle. However, given the extended length of the economic recovery, management determined that 2009 loss data was PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 22 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S no longer reflective of the current portfolio. Management has taken the look-back period into consideration in the quarterly evaluation of environmental loss factors. (cid:0) As part of the 2016 mid-year historical loss update, management deter- mined that it was no longer appropriate to more heavily weight those years with higher losses in the historical loss calculation and applied equal per centages to each of the years in this calculation. The trends that existed resulting in management applying different weightings to the years within the historical loss calculation no longer appeared to exist, resulting in the adjustment back to equal weightings. (cid:0) As part of the normal quarterly process, management reviewed and updated the environmental loss factors applied to the commercial portfolio in order to incorporate changes in the macroeconomic environment. Additionally, management updated the calculation of the loss emergence period utilizing a more granular process. The impact of the changes described above resulted in a decrease of $3.8 million in the ALLL at September 30, 2016, compared to what the ALLL would have been had the calculation, and related assumptions, used at June 30, 2016 remained constant. The historical loss factors were updated again in the fourth quarter of 2016 to incorporate losses through December 31, 2016. A significant portion of Park’s allowance for loan losses is allocated to com - mercial loans. “Special mention” loans are loans that have potential weaknesses that may result in loss exposure to Park. “Substandard” loans are those that exhibit a well-defined weakness, jeopardizing repayment of the loans, resulting in a higher probability that Park will suffer a loss on the loans unless the weakness is corrected. The allowance for loan losses related to performing commercial loans was $32.8 million or 1.25% of the outstanding principal balance of other accruing commercial loans at December 31, 2016. At December 31, 2016, the coverage level within the commercial loan portfolio was approximately 3.20 years compared to 2.37 years at December 31, 2015. Historical loss experience, defined as charge-offs plus changes in specific reserves, over the past 84 months for the commercial loan portfolio was 0.39% for 2016 and 0.53% for 2015. This 84-month loss experience includes only the performance of the PNB loan portfolio and includes the impact of PNB participations in Vision loans. The overall reserve of 1.25% for other accruing commercial loans breaks down as follows: pass-rated commercial loans are reserved at 1.24%; special mention commercial loans are reserved at 3.82%; and substandard commercial loans are reserved at 12.88%. The reserve levels for pass-rated, special mention and substandard commercial loans in excess of the annualized 84-month loss experience of 0.39% are due to the following factors which management reviews on a quarterly or annual basis: (cid:0) Loss Emergence Period Factor: At least annually, management calculates the loss emergence period for each commercial loan segment. This loss emergence period is calculated based upon the average period of time it takes from the probable occurrence of a loss event to the credit being moved to nonaccrual. If the loss emergence period for any commer- cial loan segment is greater than one year, management applies additional general reserves to all performing loans within that segment of the com- mercial loan portfolio. The loss emergence period was last updated in the fourth quarter of 2016. (cid:0) Loss Migration Factor: Park’s commercial loans are individually risk graded. If loan downgrades occur, the probability of default increases, and accordingly, management allocates a higher percentage reserve to those accruing commercial loans graded special mention and substan- dard. Annually, management calculates a loss migration factor for each commercial loan segment for special mention and substandard credits based on a review of losses over the period of time a loan takes to migrate from pass-rated to impaired. The loss migration factor was last updated in the fourth quarter of 2016. (cid:0) Environmental Loss Factor: Management has identified certain macroeconomic factors that trend in accordance with losses in Park’s commercial loan portfolio. These macroeconomic factors are reviewed quarterly and the adjustments made to the environmental loss factor impacting each segment in the performing commercial loan portfolio correlate to changes in the macroeconomic environment. Generally, consumer loans are not individually graded. Consumer loans include: (1) mortgage and installment loans included in the construction real estate segment of the loan portfolio; (2) mortgage, home equity lines of credit (HELOC), and installment loans included in the residential real estate segment of the loan portfolio; and (3) all loans included in the consumer segment of the loan portfolio. The amount of loan loss reserve assigned to these loans is based on historical loss experience over the past 84 months, through December 31, 2016. Management generally considers a one-year coverage period (the “Historical Loss Factor”) appropriate because the probable loss on any given loan in the consumer loan pool should ordinarily become apparent in that time frame. However, management may incorporate adjustments to the Historical Loss Factor as circumstances warrant additional reserves (e.g., increased loan delinquencies, borrower bankruptcy status, improving or deteriorating eco- nomic conditions, changes in lending management and underwriting standards, etc.). At December 31, 2016, the coverage level within the consumer loan portfolio was approximately 1.95 years compared to 1.99 years at December 31, 2015. Historical loss experience over the past 84 months for the consumer loan portfolio was 0.34% for 2016 and 0.42% for 2015. The judgmental increases discussed above incorporate management’s evalua- tion of the impact of environmental qualitative factors which pose additional risks and assignment of a component of the allowance for loan losses in con - sideration of these factors. Such environmental factors include: national and local economic trends and conditions; experience, ability and depth of lending management and staff; effects of any changes in lending policies and pro - cedures; and levels of, and trends in, consumer bankruptcies, delinquencies, impaired loans, and charge-offs and recoveries. The determination of this component of the allowance for loan losses requires considerable management judgment. Management is working to address weaknesses in those loans that may result in future loss. Actual loss experience may be more or less than the amount allocated. CAPITAL RESOURCES Liquidity and Interest Rate Sensitivity Management: Park’s objective in managing our liquidity is to maintain the ability to continuously meet the cash flow needs of customers, such as borrowings or deposit withdrawals, while at the same time seeking higher yields from longer-term lending and investing activities. Cash and cash equivalents decreased by $3.0 million during 2016 to $146.4 million at year end. Cash provided by operating activities was $87.9 million in 2016, $89.2 million in 2015, and $71.7 million in 2014. Net income was the primary source of cash from operating activities during each year. Cash used in investing activities was $152.6 million in 2016, $395.5 million in 2015, and $229.6 million in 2014. Investment security transactions and loan originations/repayments are the major use or source of cash in investing activities. Proceeds from the sale, repayment or maturity of investment securi- ties provide cash and purchases of investment securities use cash. Net security transactions provided cash of $59.7 million in 2016, used cash of $145.2 million in 2015, and used cash of $29.7 million in 2014. Cash used by the net increase in the loan portfolio was $199.5 million in 2016, $247.9 million in 2015, and $234.0 million in 2014. 41 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 23 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S Cash provided by financing activities was $61.7 million in 2016, $218.0 million in 2015, and $248.5 million in 2014. A major source of cash for financing activities is the net change in deposits. Deposits increased and provided $174.3 million of cash in 2016, $219.6 million of cash in 2015, and $338.0 million of cash in 2014. Of the $338.0 million deposit increase in 2014, $200 million was related to the settlement of brokered deposits in September 2014. Another major source of cash for financing activities is short-term borrowings and long- term debt. In 2016, net long-term borrowings decreased and used $55.6 million in cash. In 2015, net short-term borrowings increased and provided $117.3 million in cash, and net long-term borrowings decreased and used $55.1 million in cash. In 2014, net short-term borrowings increased and provided $35.0 million in cash, and net long-term borrowings decreased and used $64.2 million in cash. Finally, cash declined by $57.7 million in 2016, $57.8 million in 2015, and $57.9 million in 2014, from the payment of cash dividends. Funds are available from a number of sources, including the capital markets, the investment securities portfolio, the core deposit base, Federal Home Loan Bank borrowings, the capability to securitize or package loans for sale, and a $10.0 million revolving line of credit with another financial institution, which did not have an outstanding balance as of December 31, 2016. In the opinion of Park’s management, the present funding sources provide more than ade- quate liquidity for Park to meet our cash flow needs. The following table shows interest rate sensitivity data for five different time intervals as of December 31, 2016: Table 35 – Interest Rate Sensitivity (In thousands) Interest earning assets: Investment securities(1) Money market instruments Loans(1) Total interest earning assets Interest bearing liabilities: Interest bearing transaction accounts(2) Savings accounts(2) Time deposits Other 0-3 Months 3-12 Months 1-3 Years 3-5 Years Over 5 Years Total $ 108,523 $ 174,350 $ 521,948 $ 238,808 $ 540,776 $1,584,405 23,635 — 1,400,192 1,254,926 — 1,769,078 — 679,532 — 168,129 23,635 5,271,857 1,532,350 1,429,276 2,291,026 918,340 708,905 6,879,897 $ 596,867 $ — $ 577,582 $ — $ — $1,174,449 659,943 282,067 — — 1,044,977 281,491 — 438,813 1,301 — 115,003 — — 1,704,920 1,117,869 495 1,301 — Total deposits 1,538,877 440,114 1,904,050 115,003 495 3,998,539 Short-term borrowings Long-term debt Subordinated notes Total interest bearing liabilities Interest rate sensitivity gap Cumulative rate sensitivity gap Cumulative gap as a percentage of total interest earning assets $ 394,795 $ — $ — $ — $ — 344,281 225,000 25,000 — $ 394,795 694,281 100,000 15,000 30,000 — — — 45,000 1,948,672 814,395 2,129,050 140,003 100,495 5,132,615 (416,322) 614,881 161,976 778,337 608,410 1,747,282 (416,322) 198,559 360,535 1,138,872 1,747,282 (6.05)% 2.89% 5.24% 16.55% 25.40% (1) Investment securities and loans that are subject to prepayment are shown in the table by the earlier of their re-pricing date or their expected repayment date and not by their contractual maturity date. Nonaccrual loans of $87.8 million are included within the three-month to twelve-month maturity category. (2) Management considers interest bearing transaction accounts and savings accounts to be core deposits and, therefore, not as rate sensitive as other deposit accounts and borrowed money. Accordingly, only 51% of interest bearing transaction accounts and 39% of savings accounts are considered to re-price within one year. If all of the interest bearing transaction accounts and savings accounts were considered to re-price within one year, the one-year cumulative gap would change from a positive 2.89% to a negative 20.70%. 42 The interest rate sensitivity gap analysis provides an overall picture of Park’s static interest rate risk position. At December 31, 2016, the cumulative interest earning assets maturing or repricing within twelve months were $2,962 million compared to the cumulative interest bearing liabilities maturing or repricing within twelve months of $2,763 million. For the twelve-month cumulative inter- est rate sensitivity gap position, rate sensitive assets exceeded rate sensitive liabilities by $199 million or 2.89% of interest earning assets. A positive twelve-month cumulative rate sensitivity gap (assets exceed liabilities) would suggest that Park’s net interest margin would increase if interest rates were to increase. Conversely, a negative twelve-month cumulative rate sensitivity gap would suggest that Park’s net interest margin would decrease if interest rates were to increase. However, the usefulness of the interest rate sensitivity gap analysis as a forecasting tool in projecting net interest income is limited. The gap analysis does not consider the magnitude, timing or frequency by which assets or liabilities will reprice during a period and also contains assumptions as to the repricing of transaction and savings accounts that may not prove to be correct. The cumulative twelve-month interest rate sensitivity gap position at year-end 2015 was a positive $407 million or 6.03% of total interest earning assets. The percentage of interest earning assets maturing or repricing within one year was 43.0% at year-end 2016, compared to 40.8% at year-end 2015. The percentage of interest bearing liabilities maturing or repricing within one year was 53.8% at year-end 2016, compared to 45.8% at year-end 2015. Management supplements the interest rate sensitivity gap analysis with periodic simulations of balance sheet sensitivity under various interest rate and what-if scenarios to better forecast and manage the net interest margin. Park’s management uses an earnings simulation model to analyze net interest income sensitivity to movements in interest rates. This model is based on actual cash flows and repricing characteristics for balance sheet instruments and incor - porates market-based assumptions regarding the impact of changing interest rates on the prepayment rate of certain assets and liabilities. This model also includes management’s projections for activity levels of various balance sheet instruments and non-interest fee income and operating expense. Assumptions based on the historical behavior of deposit rates and balances in relation to changes in interest rates are also incorporated into this earnings simulation model. These assumptions are inherently uncertain and, as a result, the model cannot precisely measure net interest income and net income. Actual results will differ from simulated results due to the timing, magnitude and frequency of interest rate changes as well as changes in market conditions and management strategies. Management uses a 50 basis point change in market interest rates per quarter for a total of 200 basis points per year in evaluating the impact of changing interest rates on net interest income and net income over a twelve-month horizon. At December 31, 2016, the earnings simulation model projected that net income would decrease by 1.9% using a rising interest rate scenario and decrease by 6.3% using a declining interest rate scenario over the next year. At December 31, 2015, the earnings simulation model projected that net income would decrease by 0.4% using a rising interest rate scenario and decrease by 10.9% using a declining interest rate scenario over the next year. At December 31, 2014, the earnings simulation model projected that net income would increase by 1.3% using a rising interest rate scenario and decrease by 7.1% using a declining interest rate scenario over the following year. Consistently, over the past several years, Park’s earnings simulation model has projected that changes in interest rates would have only a small impact on net income and the net interest margin. Park’s net interest margin was 3.52% in 2016, 3.39% in 2015 and 3.55% in 2014. PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 24 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S CONTRACTUAL OBLIGATIONS In the ordinary course of operations, Park enters into certain contractual obligations. The following table summarizes Park’s significant and determinable obligations by payment date at December 31, 2016. Further discussion of the nature of each specified obligation is included in the referenced Note to the Consolidated Financial Statements. Table 36 – Contractual Obligations December 31, 2016 Payments Due In (In thousands) Note 0–1 Years 1–3 Years 3– 5 Years Over 5 Years Total Deposits without stated maturity Certificates of deposit Short-term borrowings Long-term debt Subordinated notes Operating leases Defined benefit pension plan(1) Purchase obligations Total contractual obligations 11 11 13 14 15 9 18 — $ $4,404,086 $ 717,879 394,795 350,000 — 1,508 284,493 — 225,000 — 2,447 115,003 — 25,000 — $ — $4,404,086 1,117,870 495 394,795 — 700,000 100,000 45,000 — 45,000 5,698 700 1,043 6,924 22 15,519 — 17,896 — 48,058 — 88,397 22 $5,875,214 $527,459 $158,942 $194,253 $6,755,868 (1) Pension payments reflect 10 years of payments, through 2027. As of December 31, 2016, Park had $14.3 million in unfunded commitments related to investments in qualified affordable housing projects which are not included in Table 36. Commitments are funded when capital calls are made by the general partner. Park expects that the current commitments will be funded between 2017 and 2027. The Corporation’s operating lease obligations represent short-term and long-term lease and rental payments for facilities and equipment. Purchase obligations represent obligations under agreements to purchase goods or services that are enforceable and legally binding on the Corporation. Commitments, Contingent Liabilities, and Off-Balance Sheet Arrangements: In order to meet the financing needs of our customers, the Corporation issues loan commitments and standby letters of credit. At December 31, 2016, the Corporation had $912.0 million of loan commitments for commercial, commercial real estate, and residential real estate loans and had $13.7 million of standby letters of credit. At December 31, 2015, the Corporation had $888.4 million of loan commitments for commercial, commercial real estate, and residential real estate loans and had $12.3 million of standby letters of credit. Commitments to extend credit under loan commitments and standby letters of credit do not necessarily represent future cash requirements. These commitments often expire without being drawn upon. However, all of the loan commitments and standby letters of credit were permitted to be drawn upon in 2016. See Note 23 of the Notes to Consolidated Financial Statements for additional information on loan commitments and standby letters of credit. The Corporation did not have any unrecorded significant contingent liabilities at December 31, 2016. Capital: Park’s primary means of maintaining capital adequacy is through retained earnings. At December 31, 2016, the Corporation’s total shareholders’ equity was $742.2 million, compared to $713.4 million at December 31, 2015. Total shareholders’ equity at December 31, 2016 was 9.94% of total assets, compared to 9.76% of total assets at December 31, 2015. Tangible shareholders’ equity was $669.9 million [total shareholders’ equity ($742.2 million) less goodwill ($72.3 million)] at December 31, 2016 and was $641.0 million [total shareholders’ equity ($713.4 million) less goodwill ($72.3 million)] at December 31, 2015. At December 31, 2016, tangible shareholders’ equity was 9.06% of total tangible assets [total assets ($7,468 million) less goodwill ($72.3 million)], compared to 8.86% of total tangible assets [total assets ($7,311 million) less goodwill ($72.3 million)] at December 31, 2015. Net income was $86.1 million in 2016, $81.0 million in 2015 and $84.0 million in 2014. Cash dividends declared for Park’s common shares were $58.0 million in 2016 and $57.9 million in each of 2015 and 2014. On a per share basis, the cash dividends declared were $3.76 per share in each of 2016, 2015 and 2014. The table below shows the repurchases and issuances of treasury shares for 2014 through 2016. Table 37 (In thousands, except share data) Balance at January 1, 2014 Cash payment for fractional shares in dividend reinvestment plan Treasury shares repurchased Treasury shares reissued for director grants Balance at December 31, 2014 Cash payment for fractional shares in dividend reinvestment plan Treasury shares repurchased Treasury shares reissued for director grants Balance at December 31, 2015 Cash payment for fractional shares in dividend reinvestment plan Treasury shares repurchased Treasury shares reissued for director grants Treasury Shares (76,128) — (2,355) 1,044 (77,439) — (6,058) 1,024 (82,473) — — 1,001 Number of Common Shares 15,411,952 (53) (29,700) 10,200 15,392,399 (34) (71,700) 10,150 15,330,815 (47) — 9,950 Balance at December 31, 2016 (81,472) 15,340,718 Park did not issue any new common shares, which it had not already held as treasury shares, in any of 2016, 2015 or 2014. Common shares had a balance of $305.8 million, $304.0 million, and $303.1 million at December 31, 2016, 2015, and 2014, respectively. Accumulated other comprehensive loss (net) was $17.7 million at December 31, 2016, compared to $15.6 million at December 31, 2015, and $13.6 million at December 31, 2014. During the 2016 year, the change in net unrealized holding gain (loss) on securities available for sale, net of income tax, was a loss of $2.7 million. During the 2015 year, the change in net unrealized holding gain (loss) on securities available for sale, net of income tax, was a loss of $1.5 million. During the 2014 year, the change in net unrealized holding gain (loss) on securities available for sale, net of income tax, was a gain of $31.1 million. Finally, Park recognized an other comprehensive gain of $611,000, net of income tax, related to the change in pension plan assets and benefit obligations in 2016, compared to an other comprehensive loss of $486,000, net of income tax, in 2015, and an other comprehensive loss of $9.3 million, net of income tax, in 2014. Financial institution regulators have established guidelines for minimum capital ratios for banks, thrifts and bank holding companies. Park has elected not to include the net unrealized gain or loss on available-for-sale securities in com- puting regulatory capital. During the first quarter of 2015, Park adopted the Basel III regulatory capital framework as approved by the federal banking agencies. The adoption of this framework modified the calculation of the various capital ratios, added an additional ratio, common equity tier 1, and revised the adequately and well capitalized thresholds. Additionally, under this framework, in order to avoid limitations on capital distributions, including dividend payments, Park must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer is being phased in from 0.0% for 2015 to 2.50% by 2019. The capital conserva- tion buffer was 0.625% for 2016. The amounts shown below as the adequately capitalized ratio plus capital conservation buffer includes the fully phased-in 2.50% buffer. 43 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 25 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S PNB met each of the well-capitalized ratio guidelines at December 31, 2016. The following table indicates the capital ratios for PNB and Park at December 31, 2016 and December 31, 2015. Table 38 – PNB and Park Capital Ratios Leverage Tier 1 Risk-Based Common Equity Tier 1 Total Risk-Based As of December 31, 2016: The Park National Bank Park National Corporation Adequately capitalized ratio Adequately capitalized ratio plus capital conservation buffer Well-capitalized ratio (PNB only) As of December 31, 2015: The Park National Bank Park National Corporation Adequately capitalized ratio Adequately capitalized ratio plus capital conservation buffer Well-capitalized ratio (PNB only) 7.34% 9.56% 4.00% 4.00% 5.00% 7.06% 9.22% 4.00% 4.00% 5.00% 9.87% 12.83% 6.00% 8.50% 8.00% 9.83% 12.82% 6.00% 8.50% 8.00% 9.87% 12.55% 11.24% 14.32% 4.50% 8.00% 7.00% 6.50% 9.83% 12.54% 4.50% 7.00% 6.50% 10.50% 10.00% 11.37% 14.49% 8.00% 10.50% 10.00% Effects of Inflation: Balance sheets of financial institutions typically contain assets and liabilities that are monetary in nature and, therefore, differ greatly from most commercial and industrial companies which have significant investments in premises, equipment and inventory. During periods of inflation, financial institutions that are in a net positive monetary position will experience a decline in purchasing power, which does have an impact on growth. Another significant effect on internal equity growth is other expenses, which tend to rise during periods of inflation. Management believes the most significant impact on financial results is the Corporation’s ability to align our asset/liability management program to react to changes in interest rates. SELECTED FINANCIAL DATA Table 39 – Consolidated Five-Year Selected Financial Data December 31, (Dollars in thousands, except per share data) Results of operations: 2016 2015 2014 2013 2012 $ 276,258 $ 265,074 $ 265,143 $ 262,947 $ 285,735 50,420 235,315 41,922 221,025 37,442 227,632 40,099 225,044 38,172 238,086 Interest income Interest expense Net interest income (Recovery of) provision for loan losses Net interest income after (recovery of) provision for loan losses Gain on sale of Vision business(1) Non-interest income Non-interest expense Net income Net income available to common shareholders Per common share: Net income per common share – basic Net income per common share – diluted Cash dividends declared 44 (5,101) 4,990 (7,333) 3,415 35,419 243,187 222,642 232,377 217,610 199,896 — 78,731 199,023 86,135 — 77,551 186,614 81,012 — 75,549 187,510 83,957 — 73,277 181,515 76,869 22,167 70,236 181,127 78,480 86,135 81,012 83,957 76,869 75,055 5.62 5.59 3.76 5.27 5.26 3.76 5.45 5.45 3.76 4.99 4.99 3.76 4.87 4.87 3.76 Table 39 – Consolidated Five-Year Selected Financial Data (continued) December 31, (Dollars in thousands, except per share data) Average balances: Loans Investment securities Money market 2016 2015 2014 2013 2012 $5,122,862 $4,909,579 $4,717,297 $4,514,781 $4,410,661 1,613,131 1,432,692 1,504,667 1,377,887 1,478,208 instruments and other 198,197 342,997 204,874 272,851 166,319 Total earning assets Non-interest bearing deposits Interest bearing deposits 6,825,726 6,730,784 6,354,863 6,165,519 6,190,111 1,414,885 1,311,628 1,196,625 1,117,379 1,048,796 4,165,919 4,155,196 3,820,928 3,742,361 3,786,601 Total deposits 5,580,804 5,466,824 5,017,553 4,859,740 4,835,397 Short-term borrowings $ 240,457 $ 258,717 $ 263,270 $ 253,123 $ 258,661 907,704 793,469 Long-term debt Shareholders’ equity 688,166 710,327 Common shareholders’ 867,615 680,449 776,465 737,737 870,538 643,609 equity Total assets Ratios: Return on average assets(x) Return on average common equity(x) Net interest margin(2) Efficiency ratio(2) Dividend payout ratio(3) Average shareholders’ equity to average total assets Common equity tier 1 capital Leverage capital Tier 1 capital Risk-based capital 737,737 7,416,519 710,327 7,306,460 680,449 6,893,302 643,609 6,701,049 657,289 6,765,240 1.16% 1.11% 1.22% 1.15% 1.11% 11.68% 3.52% 62.34% 67.29% 11.40% 3.39% 60.98% 71.51% 12.34% 3.55% 62.21% 69.02% 11.94% 3.61% 61.40% 75.39% 11.42% 3.83% 55.00% 73.82% 9.95% 9.72% 9.87% 9.60% 10.17% 12.55% 9.56% 12.83% 14.32% 12.54% 9.22% 12.82% 14.49% N/A 9.25% 13.39% 15.14% N/A 9.48% 13.27% 15.91% N/A 9.17% 13.12% 15.77% (1) The Vision business was sold on February 16, 2012 for a gain on sale of $22.2 million. (2) Calculated utilizing fully taxable equivalent net interest income which includes the effects of taxable equivalent adjustments using a 35% tax rate. The taxable equivalent adjustment was $2.4 million for 2016, $865,000 for 2015, $845,000 for 2014, $1.3 million for 2013 and $1.6 million for 2012. (3) Cash dividends paid divided by net income. (x) Reported measure uses net income available to common shareholders. The following table is a summary of selected quarterly results of operations for the years ended December 31, 2016 and 2015. Table 40 – Quarterly Financial Data (Dollars in thousands, except share data) March 31 Three Months Ended Sept. 30 June 30 Dec. 31 2016: Interest income Interest expense Net interest income Provision for (recovery of) loan losses Income before income taxes Net income Per common share data: Net income per common share – basic Net income per common share – diluted Weighted-average common shares outstanding – basic Weighted-average common shares equivalent – diluted $69,308 $67,011 $68,242 $71,697 9,489 59,819 9,526 57,485 9,709 58,533 9,448 62,249 910 2,637 (7,366) (1,282) 26,399 18,686 28,278 19,998 39,678 27,449 28,540 20,002 1.22 1.21 1.30 1.30 1.79 1.78 1.30 1.30 15,330,813 15,330,802 15,330,791 15,337,806 15,406,508 15,399,283 15,399,707 15,415,132 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 26 M A N A G E M E N T ’ S D I S C U S S I O N & A N A L Y S I S Table 40 – Quarterly Financial Data (continued) (Dollars in thousands, except share data) March 31 Three Months Ended Sept. 30 June 30 Dec. 31 2015: Interest income Interest expense Net interest income Provision for (recovery of) loan losses Income before income taxes Net income Per common share data: Net income per common share – basic Net income per common share – diluted Weighted-average common shares outstanding – basic Weighted-average common shares equivalent – diluted $65,018 $65,804 $67,087 $67,165 9,483 55,535 9,289 56,515 9,372 57,715 9,298 57,867 1,632 1,612 2,404 (658) 27,056 19,044 29,427 21,039 28,073 20,040 29,023 20,889 1.24 1.23 1.37 1.37 1.30 1.30 1.36 1.36 15,379,170 15,370,882 15,361,087 15,345,986 15,421,928 15,407,881 15,401,808 15,384,451 Park’s common shares (symbol: PRK) are traded on NYSE MKT. At December 31, 2016, Park had 3,648 shareholders of record. The following table sets forth the high, low and closing sale prices of, and dividends declared on the common shares for each quarterly period for the years ended December 31, 2016 and 2015, as reported by NYSE MKT. Table 41 – Market and Dividend Information 2016: First Quarter Second Quarter Third Quarter Fourth Quarter 2015: First Quarter Second Quarter Third Quarter Fourth Quarter High Low Last Price $ 91.80 $ 79.01 $ 90.00 95.45 97.20 122.88 85.35 87.55 94.05 91.78 96.00 119.66 $ 88.39 $ 79.46 $ 85.56 90.00 90.92 99.68 81.01 80.15 84.27 87.37 90.22 90.48 Cash Dividend Declared Per Share $0.94 0.94 0.94 0.94 $0.94 0.94 0.94 0.94 PERFORMANCE GRAPH Table 42 compares the total return performance for Park’s common shares with the Amex Composite, the NASDAQ Bank Stocks Index, SNL Financial Bank and Thrift Index, NYSE MKT Composite Index, and the SNL U.S. Bank NYSE Index for the five-year period from December 31, 2011 to December 31, 2016. The Amex Composite Index is a market capitalization-weighted index made up of stocks that represent the NYSE Amex equities market. The NASDAQ Bank Stocks Index is comprised of all depository institutions, holding companies and other investment companies that are traded on The NASDAQ Global Select, Global, and Capital Markets. Park considers a number of bank holding compa- nies traded on The NASDAQ Global Select Market to be within our peer group. The SNL Financial Bank and Thrift Index is comprised of all publicly-traded bank holding company and thrift holding company stocks researched by SNL Financial. The NYSE MKT Composite Index is a market capitalization-weighted index of the stocks listed on NYSE MKT. The SNL U.S. Bank NYSE Index is com- prised of all publicly-traded U.S. bank holding company stocks listed on NYSE MKT researched by SNL Financial. The NYSE MKT Financial Stocks Index includes the stocks of bank holding companies, thrift holding companies, finance companies and securities broker-dealers. Park believes that the NASDAQ Bank Stocks Index and the SNL Financial Bank and Thrift Index are more appropriate industry indices for Park to use for the five-year total return performance comparison. The annual compound total return on Park’s common shares for the past five years was a positive 18.5%. By comparison, the annual compound total returns for the past five years on the Amex Composite, the NASDAQ Bank Stocks Index, the SNL Financial Bank and Thrift Index, the NYSE MKT Composite Index, and the SNL U.S. Bank NYSE Index were a positive 3.4%, a positive 21.5%, a positive 21.5%, a positive 11.0% and a positive 21.6%, respectively. l e u a V x e d n I 280 260 240 220 200 180 160 140 120 100 12/31/11 12/31/12 12/31/13 12/31/14 12/31/15 12/31/16 Table 42 – Total Return Performance PERIOD ENDING Index 12/31/11 12/31/12 12/31/13 12/31/14 12/31/15 12/31/16 Park National Corporation Amex Composite NASDAQ Bank Stocks SNL Bank and Thrift Index NYSE MKT Composite SNL U.S. Bank NYSE 100.00 100.00 100.00 100.00 100.00 100.00 105.06 106.61 118.69 134.28 116.15 137.95 145.44 113.71 168.21 183.86 146.80 187.96 158.85 117.99 176.48 205.25 156.87 212.91 169.56 106.95 192.08 209.39 150.64 214.19 233.37 118.33 265.02 264.35 168.63 265.45 45 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 27 M A N A G E M E N T ’ S R E P O R T O N I N T E R N A L C O N T R O L O V E R F I N A N C I A L R E P O R T I N G To the Board of Directors and Shareholders Park National Corporation The management of Park National Corporation (the “Corporation”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, for the Corporation and its consolidated subsidiaries. The Corporation’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Corporation’s internal control over financial reporting includes those policies and procedures that: a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation and its consolidated subsidiaries; b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Corporation and its consolidated subsidiaries are being made only in accordance with authorizations of management and directors of the Corporation; and c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Corporation and its consolidated subsidiaries that could have a material effect on the financial statements. The Corporation’s internal control over financial reporting as it relates to the consolidated financial statements is evaluated for effectiveness by management and tested for reliability through a program of internal audits. Actions are taken to correct potential deficiencies as they are identified. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even an effective system of internal control over financial reporting will provide only reasonable assurance with respect to financial statement preparation. With the participation of our Chairman of the Board, our Chief Executive Officer and President and our Chief Financial Officer, management evaluated the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2016, the end of the Corporation’s fiscal year. In making this assessment, management used the criteria set forth for effective internal control over financial reporting by the Committee of Sponsoring Organizations of the Treadway Commission’s (COSO) 2013 Internal Control – Integrated Framework. Based on our assessment under the criteria described in the immediately preceding paragraph, management concluded that the Corporation maintained effective internal control over financial reporting as of December 31, 2016. The Corporation’s independent registered public accounting firm, Crowe Horwath LLP, has audited the Corporation’s 2016 and 2015 consolidated financial statements included in this Annual Report and the Corporation’s internal control over financial reporting as of December 31, 2016, and has issued their Report of Independent Registered Public Accounting Firm, which appears in this Annual Report. David L. Trautman Chief Executive Officer and President Brady T. Burt Chief Financial Officer, Secretary and Treasurer February 21, 2017 46 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 28 R E P O R T O F I N D E P E N D E N T R E G I S T E R E D P U B L I C A C C O U N T I N G F I R M To the Board of Directors and Shareholders Park National Corporation Newark, Ohio We have audited the accompanying consolidated balance sheets of Park National Corporation and subsidiaries as of December 31, 2016 and 2015 and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the three year period ended December 31, 2016. We also have audited Park National Corporation’s internal control over financial reporting as of December 31, 2016, based on criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Park National Corporation’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the company’s internal control over financial reporting based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial state- ments are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by manage- ment, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Park National Corporation and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three year period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, Park National Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Crowe Horwath LLP Columbus, Ohio February 21, 2017 47 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 29 C O N S O L I D A T E D B A L A N C E S H E E T S PARK NATIONAL CORPORATION AND SUBSIDIARIES at December 31, 2016 and 2015 (In thousands, except share and per share data) ASSETS Cash and due from banks Money market instruments Cash and cash equivalents Investment securities: Securities available-for-sale, at fair value (amortized cost of $1,262,761 and $1,436,714 at December 31, 2016 and 2015, respectively) Securities held-to-maturity, at amortized cost (fair value of $256,672 and $151,428 at December 31, 2016 and 2015, respectively) Other investment securities Total investment securities Total loans Allowance for loan losses Net loans Other assets: Bank owned life insurance Prepaid assets Goodwill Premises and equipment, net Affordable housing tax credit investments Accrued interest receivable Other real estate owned Mortgage loan servicing rights Other Total other assets Total assets The accompanying notes are an integral part of the consolidated financial statements. 2016 $ 122,811 23,635 146,446 1,258,139 259,833 61,811 1,579,783 5,271,857 (50,624) 5,221,233 185,234 88,874 72,334 57,971 52,947 18,822 13,926 9,266 20,750 520,124 $7,467,586 2015 $ 119,412 30,047 149,459 1,436,266 149,302 58,311 1,643,879 5,068,085 (56,494) 5,011,591 181,684 80,635 72,334 59,493 51,247 18,675 18,651 9,008 14,698 506,425 $7,311,354 48 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 30 C O N S O L I D A T E D B A L A N C E S H E E T S (CONTINUED) PARK NATIONAL CORPORATION AND SUBSIDIARIES at December 31, 2016 and 2015 (In thousands, except share and per share data) LIABILITIES AND SHAREHOLDERS’ EQUITY Deposits: Non-interest bearing Interest bearing Total deposits Short-term borrowings Long-term debt Subordinated notes Total borrowings Other liabilities: Accrued interest payable Unfunded commitments in affordable housing tax credit investments Other Total other liabilities Total liabilities Shareholders’ equity: Preferred shares (200,000 shares authorized; no shares outstanding at December 31, 2016 and 2015) Common shares, no par value (20,000,000 shares authorized; 16,150,807 and 16,150,854 shares issued at December 31, 2016 and 2015, respectively) Accumulated other comprehensive loss, net Retained earnings Less: Treasury shares (810,089 and 820,039 shares at December 31, 2016 and 2015, respectively) Total shareholders’ equity 2016 $1,523,417 3,998,539 5,521,956 394,795 694,281 45,000 1,134,076 2,151 14,282 52,881 69,314 6,725,346 — 305,826 (17,745) 535,631 (81,472) 742,240 2015 $1,404,032 3,943,610 5,347,642 394,242 738,105 45,000 1,177,347 2,338 20,311 50,361 73,010 6,597,999 — 303,966 (15,643) 507,505 (82,473) 713,355 Total liabilities and shareholders’ equity $7,467,586 $7,311,354 The accompanying notes are an integral part of the consolidated financial statements. 49 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 31 C O N S O L I D A T E D S T A T E M E N T S O F I N C O M E PARK NATIONAL CORPORATION AND SUBSIDIARIES for the years ended December 31, 2016, 2015 and 2014 (In thousands, except per share data) Interest and dividend income: Interest and fees on loans Interest and dividends on: Obligations of U.S. Government, its agencies and other securities Obligations of states and political subdivisions Other interest income Total interest and dividend income Interest expense: Interest on deposits: Demand and savings deposits Time deposits Interest on short-term borrowings Interest on long-term debt Total interest expense Net interest income (Recovery of) provision for loan losses Net interest income after (recovery of) provision for loan losses Other income: Income from fiduciary activities Service charges on deposit accounts Other service income Checkcard fee income Bank owned life insurance income ATM fees Gain on sale of OREO, net OREO valuation adjustments Gain on commercial loans held for sale Gain (loss) on sale of investment securities Miscellaneous Total other income 2016 2015 2014 $241,979 $227,979 $227,644 30,267 2,632 1,020 276,258 4,079 9,337 456 24,300 38,172 238,086 (5,101) 243,187 21,400 14,259 14,419 15,057 4,338 2,268 1,323 (601) — — 6,268 $ 78,731 36,025 182 888 265,074 2,229 10,125 469 24,619 37,442 227,632 4,990 222,642 20,195 14,751 11,438 14,561 5,783 2,428 1,604 (1,592) 756 88 7,539 36,981 3 515 265,143 1,677 9,323 517 28,582 40,099 225,044 (7,333) 232,377 19,150 15,423 10,459 13,570 4,861 2,467 5,503 (2,406) 1,867 (1,158) 5,813 $ 77,551 $ 75,549 The accompanying notes are an integral part of the consolidated financial statements. 50 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 32 C O N S O L I D A T E D S T A T E M E N T S O F I N C O M E (CONTINUED) PARK NATIONAL CORPORATION AND SUBSIDIARIES for the years ended December 31, 2016, 2015 and 2014 (In thousands, except per share data) Other expense: Salaries Employee benefits Data processing fees Professional fees and services Occupancy expense Furniture and equipment expense Insurance Marketing Communication State tax expense OREO expense Borrowing prepayment fee Miscellaneous Total other expense Income before income taxes Federal income taxes Net income Earnings per common share: Basic Diluted 2016 2015 2014 $ 87,034 $ 86,189 $ 81,977 19,262 5,608 27,181 10,239 13,766 5,825 4,523 4,985 3,560 1,021 5,554 10,465 199,023 122,895 36,760 $ 86,135 $5.62 $5.59 21,296 5,037 23,452 9,686 11,806 5,629 3,983 5,130 3,566 1,446 532 8,862 186,614 113,579 32,567 $ 81,012 $5.27 $5.26 19,991 4,712 29,580 10,006 11,571 5,723 4,371 5,268 2,290 2,063 — 9,958 187,510 120,416 36,459 $ 83,957 $5.45 $5.45 The accompanying notes are an integral part of the consolidated financial statements. 51 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 33 C O N S O L I D A T E D S T A T E M E N T S O F C O M P R E H E N S I V E I N C O M E 2016 $86,135 2015 $81,012 2014 $ 83,957 424 (910) (486) — (1,549) (1,549) $ (2,035) $78,977 12 (9,279) (9,267) 753 30,325 31,078 $ 21,811 $105,768 PARK NATIONAL CORPORATION AND SUBSIDIARIES for the years ended December 31, 2016, 2015 and 2014 (In thousands) Net income Other comprehensive income (loss), net of income tax: Defined benefit pension plan: Amortization of net loss and prior service costs, net of income taxes of $271, $228 and $7 for the years ended December 31, 2016, 2015 and 2014, respectively Unrealized net actuarial gain (loss), net of income tax expense (benefit) of $59, $(490) and $(4,997) for the years ended December 31, 2016, 2015 and 2014, respectively Change in funded status of pension plan, net of income tax expense (benefit) Securities available-for-sale: 502 109 611 Net loss realized on sale of securities, net of income tax expense (benefit) of $405 for the year ended December 31, 2014 — Change in unrealized securities holding (loss) gain, net of income tax (benefit) expense of $(1,461), $(834) and $16,329 for the years ended December 31, 2016, 2015 and 2014, respectively Unrealized net holding (loss) gain on securities available-for-sale, net of income tax (benefit) expense Other comprehensive (loss) income Comprehensive income (2,713) (2,713) $ (2,102) $84,033 The accompanying notes are an integral part of the consolidated financial statements. 52 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 34 C O N S O L I D A T E D S T A T E M E N T S O F C H A N G E S I N S H A R E H O L D E R S ’ E Q U I T Y PARK NATIONAL CORPORATION AND SUBSIDIARIES for the years ended December 31, 2016, 2015 and 2014 (In thousands, except share and per share data) Balance, January 1, 2014 Net income Other comprehensive income, net of income tax Cash dividends, $3.76 per share Cash payment for fractional shares in dividend reinvestment plan Share-based compensation expense Treasury shares repurchased Treasury shares reissued for director grants Preferred Shares Common Shares Shares Outstanding — Amount $ — Shares Outstanding 15,411,952 Amount $302,651 — — (53) (29,700) 10,200 — — (5) 458 Balance, December 31, 2014 — $ — 15,392,399 $303,104 Net income Other comprehensive loss, net of income tax Cash dividends, $3.76 per share Cash payment for fractional shares in dividend reinvestment plan Share-based compensation expense Treasury shares repurchased Treasury shares reissued for director grants — — (34) (71,700) 10,150 — — (3) 865 Balance, December 31, 2015 — $ — 15,330,815 $303,966 Net income Other comprehensive loss, net of income tax Cash dividends, $3.76 per share Cash payment for fractional shares in dividend reinvestment plan Share-based compensation expense Treasury shares reissued for director grants — — (47) 9,950 — — (4) 1,864 Retained Earnings $458,719 83,957 (57,949) — (243) $484,484 81,012 (57,930) — (61) $507,505 86,135 (57,958) — (51) Accumulated Other Comprehensive (Loss) Income Treasury Shares $ (76,128) $ (35,419) — 21,811 — — — — — (2,355) 1,044 $ (77,439) $ (13,608) — (2,035) — — — — — (6,058) 1,024 $ (82,473) $ (15,643) — (2,102) — — — — — 1,001 Balance, December 31, 2016 — $ — 15,340,718 $305,826 $535,631 $ (81,472) $ (17,745) The accompanying notes are an integral part of the consolidated financial statements. 53 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 35 C O N S O L I D A T E D S T A T E M E N T S O F C A S H F L O W S PARK NATIONAL CORPORATION AND SUBSIDIARIES for the years ended December 31, 2016, 2015 and 2014 (In thousands) Operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: (Recovery of) provision for loan losses Amortization of loan fees and costs, net Provision for depreciation Amortization (accretion) of investment securities, net Amortization of prepayment penalty on long-term debt Prepayment penalty on long-term debt Deferred income tax Realized net investment security (gains) losses Share-based compensation expense Loan originations to be sold in secondary market Proceeds from sale of loans in secondary market Gain on sale of loans in secondary market Gain on sale of commercial loans held for sale OREO valuation adjustments Gain on sale of OREO, net Bank owned life insurance income Changes in assets and liabilities: Increase in other assets Increase in other liabilities Net cash provided by operating activities 2016 2015 2014 $ 86,135 $ 81,012 $ 83,957 (5,101) 7,332 8,396 247 6,176 5,554 581 — 2,814 (287,722) 290,132 (5,517) — 601 (1,323) (4,338) (18,086) 2,006 87,887 4,990 6,440 7,347 (226) 6,047 532 (250) (88) 1,828 (220,800) 222,785 (4,027) (756) 1,592 (1,604) (5,783) (10,978) 1,173 89,234 (7,333) 4,160 7,243 (213) 5,031 — 2,528 1,158 1,259 (136,125) 135,209 (2,682) (1,867) 2,406 (5,503) (4,861) (18,313) 5,689 71,743 The accompanying notes are an integral part of the consolidated financial statements. 54 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 36 C O N S O L I D A T E D S T A T E M E N T S O F C A S H F L O W S (CONTINUED) PARK NATIONAL CORPORATION AND SUBSIDIARIES for the years ended December 31, 2016, 2015 and 2014 (In thousands) Investing activities: Proceeds from redemption of Federal Home Loan Bank stock Proceeds from sales of securities Proceeds from calls and maturities of securities: 2016 2015 $ — — $ — 3,144 Held-to-maturity Available-for-sale Purchase of securities: Held-to-maturity Available-for-sale Net increase in other investments Net loan originations, portfolio loans Proceeds from sale of commercial loans held for sale Proceeds from the sale of OREO Life insurance death benefits Investment in qualified affordable housing projects Purchases of bank owned life insurance, net Purchases of premises and equipment, net Net cash used in investing activities Financing activities: Net increase in deposits Net increase in short-term borrowings Proceeds from issuance of long-term debt Repayment of subordinated notes Repayment of long-term debt Repurchase of treasury shares Cash dividends paid Net cash provided by financing activities (Decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Cash paid for: Interest Income taxes Non cash items: Loans transferred to OREO Transfers from loans to commercial loans held for sale New commitments in affordable housing tax credit investments 29,901 753,325 (141,045) (579,006) (3,500) (199,494) — 8,704 1,050 (15,029) — (7,466) (152,560) 174,314 553 — — (55,554) — (57,653) 61,660 (3,013) 149,459 $ 146,446 $ 38,359 $ 27,260 $ $ $ 3,339 — 9,000 The accompanying notes are an integral part of the consolidated financial statements. 36,393 321,146 (48,226) (457,617) — (247,882) 900 17,058 6,340 (5,318) (10,045) (11,361) (395,468) 219,642 117,262 25,000 — (80,076) (6,058) (57,776) 217,994 (88,240) 237,699 $ 149,459 $ 37,655 $ 26,140 $ 13,447 $ 144 $ 9,000 2014 $ 8,946 173,123 41,436 99,092 — (350,934) (1,350) (234,017) 20,966 27,798 2,221 (9,417) — (7,444) (229,580) 338,006 34,951 125,000 (35,250) (153,970) (2,355) (57,876) 248,506 90,669 147,030 $ 237,699 $ 40,449 $ 27,810 $ 12,780 $ 21,985 $ 8,000 55 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 37 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed in the preparation of the consolidated financial statements: Principles of Consolidation The consolidated financial statements include the accounts of Park National Corporation and its subsidiaries (“Park”, the “Company” or the “Corporation”). Material intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. These reclassifications had no impact on net income or shareholders’ equity. Restrictions on Cash and Due from Banks The Corporation’s national bank subsidiary is required to maintain average reserve balances with the Federal Reserve Bank. The average required reserve balance was approximately $51.6 million at December 31, 2016 and $44.2 million at December 31, 2015. No other compensating balance arrangements were in existence at December 31, 2016. Investment Securities Investment securities are classified upon acquisition into one of three categories: held-to-maturity (“HTM”), available-for-sale (“AFS”), or trading (see Note 4 – Investment Securities). HTM securities are those securities that the Corporation has the positive intent and ability to hold to maturity and are recorded at amortized cost. AFS securities are those securities that would be available to be sold in the future in response to the Corporation’s liquidity needs, changes in market interest rates, and asset-liability management strategies, among other reasons. AFS securities are reported at fair value, with unrealized holding gains and losses excluded from earnings but included in other comprehensive income (loss), net of applicable income taxes. The Corporation did not hold any trading securities during any period presented. AFS and HTM securities are evaluated quarterly for potential other-than- temporary impairment. Management considers the facts related to each security including the nature of the security, the amount and duration of the loss, the credit quality of the issuer, the expectations for that security’s performance and whether Park intends to sell, or it is more likely than not that Park will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. Declines in the value of equity securities that are consid- ered to be other-than-temporary are recorded as a charge to earnings in the Consolidated Statements of Income. Declines in the value of debt securities that are considered to be other-than-temporary are separated into (1) the amount of the total impairment related to credit loss and (2) the amount of the total impairment related to all other factors. The amount of the total other-than- temporary impairment related to the credit loss is recognized in earnings. The amount of the total other-than-temporary impairment related to all other factors is recognized in other comprehensive income (loss), net of income tax. Interest income from investment securities includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage- backed securities where prepayments are anticipated. Gains and losses realized on the sale of investment securities are recorded on the trade date and determined using the specific identification basis. 56 Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) Stock Park’s national bank subsidiary, The Park National Bank (“PNB”) is a member of the FHLB. Additionally, PNB is a member of the FRB. Members are required to own a certain amount of stock based on their level of borrowings and other factors and may invest in additional amounts. FHLB stock and FRB stock are classified as restricted securities and are carried at their redemption value within other investment securities on the Consolidated Balance Sheets. Impairment is evaluated based on the ultimate recovery of par value. Both cash and stock dividends are reported as income. Bank Owned Life Insurance Park has purchased insurance policies on the lives of directors and certain key officers. Bank owned life insurance is recorded at its cash surrender value (or the amount that can be realized). Loans Held for Sale Generally, loans held for sale are carried at the lower of cost or fair value. Park has elected the fair value option for mortgage loans held for sale, which are carried at their fair value as of each balance sheet date. Mortgage Banking Derivatives Commitments to fund mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free standing derivatives. The fair values of these mortgage derivatives are estimated based on changes in mortgage interest rates from the date the interest rate on the loan is locked. The Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into, in order to hedge the change in interest rates resulting from its commitments to fund the loans. Changes in the fair values of these derivatives are included in net gains on sale of loans. Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff, are reported at their outstanding principal balances adjusted for any charge-offs, any deferred fees or costs on originated loans, and any unamortized premiums or discounts on purchased loans. Interest income is accrued on the unpaid principal balance. Net deferred loan origination fees and costs are deferred and recognized in interest income using the level-yield method without anticipating prepayments. Commercial loans include: (1) commercial, financial and agricultural loans; (2) commercial real estate loans; (3) those commercial loans in the real estate construction loan segment; and (4) those commercial loans in the residential real estate loan segment. Consumer loans include: (1) mortgage and install- ment loans included in the real estate construction segment; (2) mortgage, home equity lines of credit (“HELOCs”), and installment loans included in the residential real estate segment; and (3) all loans included in the consumer segment. Generally, commercial loans are placed on nonaccrual status at 90 days past due and consumer and residential mortgage loans are placed on nonaccrual status at 120 days past due. Commercial loans placed on nonaccrual status are considered impaired (see Note 5 – Loans). For loans which are on nonaccrual status, it is Park’s policy to reverse interest previously accrued on the loans against interest income. Interest on such loans may be recorded on a cash basis and be included in earnings only when Park expects to receive the entire recorded investment of the loan. Park’s charge-off policy for commercial loans requires management to establish a specific reserve or record a charge-off as soon as it is apparent that the borrower is troubled and there is, or likely will be, a collateral shortfall related to the estimated value of the collateral securing the loan. The Company’s charge-off policy for consumer loans is dependent on the class of the loan. Residential mortgage loans, HELOCs, and consumer loans secured by resi dential real estate are typically charged down to the value of the collateral, less estimated selling costs, at 180 days past due. The charge-off PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 38 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S policy for other consumer loans, primarily installment loans, requires a monthly review of delinquent loans and a complete charge-off for any account that reaches 120 days past due. The delinquency status of a loan is based on contractual terms and not on how recently payments have been received. Loans may be removed from nonaccrual status when loan payments have been received to cure the delinquency status, the borrower has demonstrated the ability to maintain current payment status in accordance with the loan agreement and the loan is deemed to be well-secured by management. A description of each segment of the loan portfolio, along with the risk characteristics of each segment, is included below: Commercial, financial and agricultural: Commercial, financial and agricultural loans are made for a wide variety of general corporate purposes, including financing for commercial and industrial businesses, financing for equipment, inventories and accounts receivable, acquisition financing and commercial leasing. The term of each commercial loan varies by its purpose. Repayment terms are structured such that commercial loans will be repaid within the economic useful life of the underlying asset. The commercial loan portfolio includes loans to a wide variety of corporations and businesses across many industrial classifications originated in the 28 Ohio counties where PNB operates. The primary industries represented by these customers include manufacturing, retail trade, health care and other services. Commercial real estate: Commercial real estate (“CRE”) loans include mortgage loans to developers and owners of commercial real estate. The lending policy for CRE loans is designed to address the unique risk attributes of CRE lending. The collateral for these CRE loans is the underlying commercial real estate. Construction real estate: The Company defines construction loans as both commercial construction loans and residential construction loans where the loan proceeds are used exclusively for the improvement of real estate as to which the Company holds a mortgage. Construction loans may be in the form of a permanent loan or short-term construction loan, depending on the needs of the individual borrower. Construction financing is generally considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the property’s value at completion of construction and the estimated cost (including interest) of construction. If the estimate of construction cost proves to be inaccurate, the PNB division making the loan may be required to advance funds beyond the amount originally committed to permit completion of the project. If the estimate of value proves inaccurate, the PNB division may be confronted, at or prior to the maturity of the loan, with a project having a value insufficient to assure full repayment, should the borrower default. In the event that a default on a construction loan occurs and foreclosure follows, the PNB division must take control of the project and attempt to either arrange for completion of construction or dispose of the unfinished project. Additional risk exists with respect to loans made to developers who do not have a buyer for the property, as the developer may lack funds to pay the loan if the property is not sold upon completion. PNB and its divisions attempt to reduce such risks on loans to developers by requiring personal guarantees and reviewing current personal financial statements and tax returns as well as other projects undertaken by the developer. Residential real estate: The Company defines residential real estate loans as first mortgages on individuals’ primary residences or second mortgages of individuals’ primary residences in the form of HELOCs or installment loans. Credit approval for residential real estate loans requires demonstration of sufficient income to repay the principal and interest and the real estate taxes and insurance, stability of employment, an established credit record and an appraised value of the real estate securing the loan. Consumer: The Company originates direct and indirect consumer loans, primarily automobile loans, to customers in its primary market areas. Credit approval for consumer loans requires income sufficient to repay principal and interest due, stability of employment, an established credit record and sufficient collateral for secured loans. Consumer loans typically have shorter terms and lower balances with higher yields as compared to real estate mortgage loans, but generally carry higher risks of default. Consumer loan collections are dependent on the borrower’s financial stability, and thus are more likely to be affected by adverse personal circumstances. Allowance for Loan Losses (“ALLL”) The allowance for loan losses is that amount believed adequate to absorb probable incurred credit losses in the loan portfolio based on management’s evaluation of various factors. The determination of the allowance requires significant estimates, including the timing and amounts of expected cash flows on impaired loans, consideration of current economic conditions, and historical loss experience pertaining to pools of homogeneous loans, all of which may be susceptible to change. The allowance is increased through a provision for loan losses that is charged to earnings based on management’s quarterly evaluation of the factors previously mentioned and is reduced by charge-offs, net of recoveries. The allowance for loan losses includes both (1) an estimate of loss based on historical loss experience within both commercial and consumer loan categories with similar characteristics (“statistical allocation”) and (2) an estimate of loss based on an impairment analysis of each commercial loan that is considered to be impaired (“specific allocation”). Included in the statistical allocation is a reserve for troubled debt restructuring (“TDRs”) within the consumer loan portfolio. Management performs a periodic evaluation to ensure the reserve calculated utilizing the statistical allocation is consistent with a reserve calculated under Accounting Standards Codification (“ASC”) 310-10 – Receivables. In calculating the allowance for loan losses, management believes it is appropriate to consider historical loss rates that are comparable to the current period being analyzed, giving consideration to losses experienced over a full cycle. For the historical loss factor at December 31, 2016, the Company utilized an annual loss rate (“historical loss experience”), calculated based on an average of the net charge-offs and the annual change in specific reserves for impaired commercial loans, experienced during 2010 through 2016 within the individual segments of the commercial and consumer loan categories. Management believes the 84-month historical loss experience methodology is appropriate in the current economic conditions. The loss factor applied to Park’s consumer loan portfolio as of December 31, 2016 was based on the historical loss experience over the past 84 months, plus an additional judgmental reserve, increasing the total allowance for loan loss coverage in the consumer loan portfolio to approximately 1.95 years of historical losses. The consumer loan portfolio loss coverage ratio was 1.99 years at December 31, 2015. Historical loss experience over the past 84 months for the consumer loan portfolio was 0.34% for 2016 and 0.42% for 2015. The loss factor applied to Park’s commercial loan portfolio as of December 31, 2016 was based on the historical loss experience over the past 84 months, plus additional reserves for consideration of (1) a loss emergence period factor, (2) a loss migration factor and (3) a judgmental or environmental loss factor. These additional reserves increased the total allowance for loan loss coverage in the commercial loan portfolio to approximately 3.20 years of historical losses at December 31, 2016. The commercial loan portfolio loss coverage ratio was 2.37 years at December 31, 2015. Historical loss experience over the past 84 months for the commercial loan portfolio was 0.39% for 2016 and 0.53% for 2015. Park’s commercial loans are individually risk graded. If loan downgrades occur, the probability of default increases and accordingly management allocates a higher percentage reserve to those accruing com - mercial loans graded special mention and substandard. 57 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 39 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S The judgmental increases discussed above incorporate management’s evaluation of the impact of environmental qualitative factors which pose additional risks and assign a component of the allowance for loan losses in consideration of these factors. Such environmental factors include: national and local economic trends and conditions; experience, ability and depth of lending management and staff; effects of any changes in lending policies and procedures; and levels of, and trends in, consumer bankruptcies, delinquen- cies, impaired loans and charge-offs and recoveries. GAAP requires a specific allocation to be established as a component of the allowance for loan losses for certain loans when it is probable that all amounts due pursuant to the contractual terms of the loans will not be collected, and the recorded investment in the loans exceeds their measure of impairment. Management considers the following related to commercial loans when determining if a loan should be considered impaired: (1) current debt service coverage levels of the borrowing entity; (2) payment history over the most recent 12-month period; (3) other signs of deterioration in the borrower’s financial situation, such as changes in credit scores; and (4) consideration of global cash flows of financially sound guarantors that have previously supported loan payments. The recorded investment is the carrying balance of the loan, plus accrued interest receivable, both as of the end of the year. Impairment is measured using either the present value of expected future cash flows based upon the initial effective interest rate on the loan, or the fair value of the collateral. If a loan is considered to be collateral dependent, the fair value of collateral, less estimated selling costs, is used to measure impairment. Troubled Debt Restructuring Management classifies loans as TDRs when a borrower is experiencing financial difficulty and Park has granted a concession. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is per- formed of the probability that the borrower will be in payment default on any of the borrower's debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy. Management’s policy is to modify loans by extending the term or by granting a temporary or permanent contractual interest rate below the market rate, not by forgiving debt. A court's discharge of a borrower's debt in a Chapter 7 bankruptcy is considered a concession when the borrower does not reaffirm the discharged debt. TDRs are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a TDR is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral. Income Recognition Income earned by the Corporation and its subsidiaries is recognized on the accrual basis of accounting, except for nonaccrual loans as previously discussed, and late charges on loans which are recognized as income when they are collected. Premises and Equipment Land is carried at cost and is not subject to depreciation. Premises and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation is generally provided on the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the remaining lease period or the estimated useful lives of the improvements. Upon the sale or other disposal of an asset, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized. Maintenance and repairs are charged to expense as incurred while renewals and improvements that extend the useful life of an asset are capitalized. Premises and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of a particular asset may not be recoverable. The range of depreciable lives over which premises and equipment are being depreciated are: Buildings Equipment, furniture and fixtures Leasehold improvements 30 Years 3 to 12 Years 1 to 10 Years Other Real Estate Owned (“OREO”) Management transfers a loan to OREO at the time that Park takes deed/title of the asset. OREO is initially recorded at fair value less anticipated selling costs (net realizable value), establishing a new cost basis, and consists of property acquired through foreclosure and real estate held for sale. If the net realizable value is below the carrying value of the loan at the date of transfer, the differ- ence is charged to the allowance for loan losses. These assets are subsequently accounted for at the lower of cost or fair value less costs to sell. Subsequent changes in the value of real estate are classified as OREO valuation adjustments, are reported as adjustments to the carrying amount of OREO and are recorded within “Other income.” In certain circumstances where management believes the devaluation may not be permanent in nature, Park utilizes a valuation allowance to record OREO devaluations, which is also expensed through “Other income.” Costs relating to development and improvement of such properties are capitalized (not in excess of fair value less estimated costs to sell) and costs relating to holding the properties are charged to “Other expense.” Mortgage Servicing Rights (“MSR”) When Park sells mortgage loans with servicing rights retained, servicing rights are recorded at an amount not to exceed fair value with the income statement effect recorded in “Other service income.” Capitalized servicing rights are amortized in proportion to and over the period of the estimated future servicing income of the underlying loan and are included within “Other service income”. Mortgage servicing rights are assessed for impairment periodically, based on fair value, with any impairment recognized through a valuation allowance. The fair value of mortgage servicing rights is determined by discounting estimated future cash flows from the servicing assets, using market discount rates and expected future prepayment rates. In order to calculate fair value, the sold loan portfolio is stratified into homogeneous pools of like categories. (See Note 24 – Loan Servicing.) Fees received for servicing mortgage loans owned by investors are based on a percentage of the outstanding monthly principal balance of such loans and are included in income as loan payments are received. The cost of servicing loans is charged to expense as incurred. Goodwill Goodwill represents the excess of the purchase price over net identifiable tangible and intangible assets acquired in a purchase business combination. Goodwill and indefinite-lived intangible assets are not amortized to expense, but are subject to impairment tests annually, or more frequently, if events or changes in circumstances indicate that the asset might be impaired, by assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If after assessing these events or circumstances, it is concluded that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. If the carrying amount of the goodwill exceeds the fair value, an impairment charge must be recorded in an amount equal to the excess. 58 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 40 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Management considers several factors when performing the annual impairment tests on goodwill. The factors considered include the operating results for the particular Park segment for the past year and the operating results budgeted for the current year (including multi-year projections), the deposit and loan totals of the Park segment and the economic conditions in the markets served by the Park segment. At December 31, 2016, the goodwill remaining on Park’s Consolidated Balance Sheet consisted entirely of goodwill at PNB. (See Note 27 – Segment Information for operating segment results.) Park evaluates goodwill for impairment on April 1 of each year, with financial data as of March 31. Based on the analysis performed as of April 1, 2016, the Company determined that goodwill for Park’s national bank subsidiary (PNB) was not impaired. There have been no subsequent circumstances or events triggering an additional evaluation. Goodwill in the amount of $72.3 million was recorded at each of December 31, 2016, 2015, and 2014. Consolidated Statement of Cash Flows Cash and cash equivalents include cash and cash items, amounts due from banks and money market instruments. Generally, money market instruments are purchased and sold for one-day periods. Loss Contingencies and Guarantees Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Income Taxes The Corporation accounts for income taxes using the asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. To the extent that Park does not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is recorded. All positive and negative evidence is reviewed when determining how much of a valuation allowance is recognized on a quar- terly basis. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. An uncertain tax position is recognized as a benefit only if it is “more-likely- than-not” that the tax position would be sustained in a tax examination being presumed to occur. The benefit recognized for a tax position that meets the “more-likely-than-not” criteria is measured based on the largest benefit that is more than 50 percent likely to be realized, taking into consideration the amounts and probabilities of the outcome upon settlement. For tax positions not meeting the “more-likely-than-not” test, no tax benefit is recorded. Park recognizes any interest and penalties related to income tax matters in income tax expense. Treasury Shares The purchase of Park’s common shares to be held in treasury is recorded at cost. At the date of retirement or subsequent reissuance, the treasury shares account is reduced by the weighted average cost of the common shares retired or reissued. Comprehensive Income Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale, and changes in the funded status of the Company’s defined benefit pension plan, which are also recognized as separate components of equity. Share-Based Compensation Compensation cost is recognized for restricted stock units and stock awards issued to employees and directors, respectively, based on the fair value of these awards at the date of grant. The market price of Park’s common shares at the date of grant is used to estimate the fair value of restricted stock units and stock awards. Compensation cost is recognized over the required service period, generally defined as the vesting period and is recorded in “Salaries” expense. (See Note 17 – Share-Based Compensation.) Loan Commitments and Related Financial Instruments Financial instruments include off balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. Fair Value Measurement Fair values of financial instruments are estimated using relevant market infor- mation and other assumptions, as more fully disclosed in Note 25 – Fair Value. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. Transfers of Financial Assets Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. Retirement Plans Pension expense is the net of service and interest cost, return on plan assets and amortization of gains and losses not immediately recognized. Employee KSOP plan expense is the amount of matching contributions to Park’s employ- ees stock ownership plan. Deferred compensation and supplemental retirement plan expense allocates the benefits over years of service. (See Note 18 – Benefit Plans.) Earnings Per Common Share Basic earnings per common share is net income available to common share- holders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under stock awards, stock options, warrants and convertible securities. Earnings and dividends per common share are restated for any stock splits and stock dividends through the date of issuance of the consolidated financial statements. (See Note 21 – Earnings Per Common Share.) Operating Segments The Corporation is a financial holding company headquartered in Newark, Ohio. The operating segments for the Corporation are its chartered national bank subsidiary, PNB (headquartered in Newark, Ohio), SE Property Holdings, LLC (“SEPH”), and Guardian Financial Services Company (“GFSC”). 59 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 41 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS AND ISSUED NOT YET EFFECTIVE ACCOUNTING STANDARDS ASU 2014-09 – Revenue from Contracts with Customers (Topic 606): In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU creates a new topic, Topic 606, to provide guidance on revenue recognition for entities that enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of nonfinancial assets. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additional disclosures are required to provide quantitative and qualitative information regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance is effective for annual reporting periods, and interim reporting periods within those annual periods, beginning after December 15, 2017. While interest income is specifically out of scope of this standard, management is currently evaluating the revenue streams within “Other Income” to assess the applicability of this standard. Specifically, management is evaluating the impact of this new guid- ance on deposit fees recorded within “Service Charges on Deposit Accounts” and trust income within “Income from Fiduciary Activities.” ASU 2015-02 – Consolidation (Topic 810): Amendments to the Consolidation Analysis: In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The ASU amends the current consolidation guidance and affect both the variable interest entity and voting interest entity consolidation models. The new guidance is effective for annual reporting periods and interim reporting periods within those annual periods, beginning after December 15, 2015. The adoption of this guidance on January 1, 2016 did not have an impact on Park’s consolidated financial statements. ASU 2016-01 – Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. In January 2016, the FASB issued ASU 2016-01 – Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. Changes to the current U.S. GAAP model primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale securities. The new guidance is effective for annual reporting periods and interim reporting periods within those annual periods, beginning after December 15, 2017. The adoption of this guidance is not expected to have a material impact on Park’s consoli- dated financial statements. ASU 2016-02 – Leases (Topic 842): In February 2016, the FASB issued ASU 2016-02 – Leases (Topic 842). The ASU will require all organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Additional qualitative and quanti- tative disclosures will be required so that users can understand more about the nature of an entity’s leasing activities. The new guidance is effective for annual reporting periods and interim reporting periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted. Management is currently analyzing data on leased assets. The adoption of this guidance is expected to increase both assets and liabilities, but is not expected to have a material impact on Park's consolidated statement of income. ASU 2016-09 – Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting: In March 2016, FASB issued ASU 2016-09 – Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU provides simplification for several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new guidance is effective for annual reporting periods and interim reporting periods within those annual periods, beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance on January 1, 2017 did not have a material impact on Park’s consolidated financial statements. ASU 2016-13 – Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments: In June 2016, FASB issued ASU 2016-13 – Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new guidance replaces the incurred loss model with an expected loss model, which is referred to as the current expected credit loss (“CECL”) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including loan receivables, HTM debt secu- rities, and reinsurance receivables. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net invest- ments in leases recognized by a lessor. The CECL model requires an entity to estimate the credit losses over the life of an asset or off-balance sheet exposure. The new guidance is effective for annual reporting periods and interim report- ing periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted for annual reporting periods and interim reporting periods within those annual periods, beginning after December 15, 2018. Management is currently evaluating the impact of the adoption of this guidance on Park’s consolidated financial statements. We anticipate that the adoption of the CECL model will result in a material increase to Park’s allowance for loan losses. Management has established a committee to oversee the implementation of CECL. This committee is currently assessing the data and system require- ments necessary for adoption. Management plans to run our current model and a CECL model concurrently for 12 months prior to the adoption of this guidance on January 1, 2020. ASU 2016-15 – Statement of Cash Flows (Topic 203): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force): In August 2016, the FASB issued ASU 2016- 15, Statement of Cash Flows (Topic 203): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). This ASU provides guidance on eight specific cash flow issues where current GAAP is either unclear or does not include specific guidance. The new guidance is effective for annual reporting periods, and interim reporting periods within those annual periods, beginning after December 15, 2017. As such transactions arise, management will utilize the updated guidance within Park’s consolidated statements of cash flows. ASU 2017-04 – Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment: In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU eliminates Step 2 from the goodwill impairment test. Instead, under the new guidance, an entity should perform its annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new guidance is effective for annual reporting periods, and interim reporting periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this guidance is not expected to have an impact on Park’s consolidated financial statements. 60 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 42 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 3. ORGANIZATION Park National Corporation is a financial holding company headquartered in Newark, Ohio. Through its national bank subsidiary, PNB, Park is engaged in a general commercial banking and trust business, primarily in Ohio. PNB operates through eleven banking divisions with the Park National Bank Division headquartered in Newark, Ohio, the Fairfield National Bank Division headquar- tered in Lancaster, Ohio, The Park National Bank of Southwest Ohio & Northern Kentucky Division headquartered in Cincinnati, Ohio, the First-Knox National Bank Division headquartered in Mount Vernon, Ohio, the Farmers Bank Division headquartered in Loudonville, Ohio, the Security National Bank Division headquartered in Springfield, Ohio, the Unity National Bank Division headquartered in Piqua, Ohio, the Richland Bank Division headquartered in Mansfield, Ohio, the Century National Bank Division headquartered in Zanesville, Ohio, the United Bank, N.A. Division headquartered in Bucyrus, Ohio and the Second National Bank Division headquartered in Greenville, Ohio. A wholly-owned subsidiary of Park, GFSC is a consumer finance company located in Central Ohio. Through February 16, 2012, Park operated a second banking subsidiary, Vision Bank (“Vision”), which was engaged in a general commercial banking business, primarily in Baldwin County, Alabama and the panhandle of Florida. Promptly following the sale of the Vision business to Centennial Bank (a wholly- owned subsidiary of HomeBanc Shares, Inc.), Vision surrendered its Florida banking charter to the Florida Office of Financial Regulation and became a non-bank Florida corporation. Vision (the Florida corporation) merged with and into a wholly-owned, non-bank subsidiary of Park, SEPH, with SEPH being the surviving entity. SEPH holds the remaining assets and liabilities retained by Vision subsequent to the sale. SEPH also holds OREO that had previously been transferred to SEPH from Vision. SEPH’s assets consist primarily of performing and nonperforming loans and OREO. This segment represents a run off port - folio of the legacy Vision assets. All of the Ohio-based banking divisions provide the following principal services: the acceptance of deposits for demand, savings and time accounts; commercial, industrial, consumer and real estate lending, including installment loans, credit cards, home equity lines of credit; trust services; cash management; safe deposit operations; electronic funds transfers and a variety of additional banking-related services. See Note 27 – Segment Information for financial information on the Corporation’s operating segments. 4. INVESTMENT SECURITIES The amortized cost and fair value of investment securities are shown in the following tables. Management performs a quarterly evaluation of investment securities for any other-than-temporary impairment. During 2016, 2015 and 2014, there were no investment securities deemed to be other-than-temporarily impaired. Investment securities at December 31, 2016 and December 31, 2015 were as follows: Gross Unrealized/ Unrecognized Holding Gains Gross Unrealized/ Unrecognized Holding Losses Amortized Cost Estimated Fair Value $ 270,000 $ — $ 2,467 $ 267,533 991,642 1,119 5,372 2,315 9,842 — 987,172 3,434 $1,262,761 $ 7,687 $12,309 $1,258,139 $ 188,622 $ 977 $ 5,148 $ 184,451 71,211 1,097 87 72,221 $ 259,833 $ 2,074 $ 5,235 $ 256,672 $ 527,605 $ — $ 5,542 $ 522,063 907,989 1,120 8,776 1,590 5,272 — 911,493 2,710 $1,436,714 $10,366 $10,814 $1,436,266 $ 48,190 $ 734 $ — $ 48,924 (In thousands) 2016: Securities Available-for-Sale Obligations of U.S. Treasury and other U.S. Government sponsored entities U.S. Government sponsored entities’ asset-backed securities Other equity securities Total 2016: Securities Held-to-Maturity Obligations of states and political subdivisions U.S. Government sponsored entities’ asset-backed securities Total 2015: Securities Available-for-Sale Obligations of U.S. Treasury and other U.S. Government sponsored entities U.S. Government sponsored entities’ asset-backed securities Other equity securities Total 2015: Securities Held-to-Maturity Obligations of states and political subdivisions U.S. Government sponsored entities’ asset-backed securities Total $ 149,302 $ 2,260 $ 101,112 1,526 134 134 102,504 $ 151,428 Park’s U.S. Government sponsored entities’ asset-backed securities consisted of 15-year mortgage-backed securities and collateralized mortgage obligations (CMOs). At December 31, 2016, the amortized cost of Park’s available-for-sale mortgage-backed securities was $545.1 million and there were no held-to- maturity mortgage-backed securities within Park’s investment portfolio. At December 31, 2016, the amortized cost of Park’s available-for-sale and held- to-maturity CMOs was $446.5 million and $71.2 million, respectively. 61 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 43 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S $134,909 $ 5,148 $ — $ — $ 134,909 $ 5,148 U.S. Government sponsored entities’ asset-backed securities $991,642 $987,172 87 87 7,564 87 $ 142,473 $ 5,235 Securities Held-to-Maturity Obligations of states and political subdivisions Due greater than ten years Total $188,622 $188,622 $184,451 $184,451 U.S. Government sponsored entities’ asset-backed securities $ 71,211 $ 72,221 0.87% 1.22% 1.18% 2.10% 4.50% 4.50% 3.31% Other investment securities (as shown on the Consolidated Balance Sheets) consist of stock investments in the FHLB, the FRB and other equities carried at cost. The FHLB and FRB restricted stock investments are carried at their redemption value. Park owned $50.1 million of FHLB stock and $8.2 million of FRB stock at both December 31, 2016 and December 31, 2015. Park owned $3.5 million of other equities carried at cost at December 31, 2016 and carried no other equities held at cost at December 31, 2015. The amortized cost and estimated fair value of investments in debt securities at December 31, 2016, are shown in the following table by contractual maturity, except for asset-backed securities, which are shown as a single total, due to the unpredictability of the timing in principal repayments. Amortized Cost Estimated Fair Value Tax Equivalent Yield(1) (In thousands) Securities Available-for-Sale U.S. Treasury and other U.S. Government sponsored entities’ notes: Due within one year Due one through five years Total $ 25,000 245,000 $270,000 $ 24,933 242,600 $267,533 (1) The tax equivalent yield for obligations of states and political subdivisions includes the effects of a taxable equivalent adjustment using a 35% rate. The taxable equivalent adjustment was $1.4 million for the year ended December 31, 2016. All of Park’s securities shown in the above table as U.S. Treasury and other U.S. Government sponsored entities' notes are callable notes. These callable securities have a final maturity of 0.9 years to 3.5 years. The remaining weighted average life of the investment portfolio is 4.4 years. At December 31, 2016, investment securities with an amortized cost of $343 million were pledged for government and trust department deposits, $569 million were pledged to secure repurchase agreements and $25 million were pledged as collateral for FHLB advance borrowings. At December 31, 2015, $429 million were pledged for government and trust department deposits, $622 million were pledged to secure repurchase agreements and $21 million were pledged as collateral for FHLB advance borrowings. At December 31, 2016, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of shareholders’ equity. During 2015, Park sold certain HTM investment securities with a book value of $3.1 million at a gain of $88,000. These securities had been paid down to 97.8% of the principal outstanding at acquisition. During 2014, Park sold certain AFS investment securities with a book value of $187,000 at a gain of $22,000. Additionally, Park sold certain AFS investment securities with a book value of $174.1 million at a loss of $1.2 million. No securities were sold during 2016. The following table provides detail on investment securities with unrealized losses aggregated by investment category and length of time the individual securities had been in a continuous loss position at December 31, 2016 and December 31, 2015: Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (In thousands) 2016: Securities Available-for-Sale Obligations of U.S. Treasury and other U.S. Government sponsored entities $247,695 $ 2,305 $ 19,838 $ 162 $ 267,533 $ 2,467 U.S. Government sponsored entities’ asset-backed securities 612,321 9,473 27,325 Total $860,016 $11,778 $ 47,163 $ 369 531 639,646 9,842 $ 907,179 $12,309 2016: Securities Held-to-Maturity Obligations of states and political subdivisions U.S. Government sponsored entities’ asset-backed securities — — 7,564 Total $134,909 $ 5,148 $ 7,564 $ 2015: Securities Available-for-Sale Obligations of U.S. Treasury and other U.S. Government sponsored entities $326,973 $ 2,117 $195,090 $ 3,425 $ 522,063 $ 5,542 U.S. Government sponsored entities’ asset-backed securities 384,169 2,776 114,543 2,496 498,712 5,272 Total $711,142 $ 4,893 $309,633 $ 5,921 $1,020,775 $10,814 2015: Securities Held-to-Maturity U.S. Government sponsored entities’ asset-backed securities $ 5,656 $ 10 $ 7,792 $ 124 $ 13,448 $ 134 Management does not believe any individual unrealized loss as of December 31, 2016 or 2015 represented an other-than-temporary impairment. The unrealized losses on debt securities are primarily the result of interest rate changes. These conditions will not prohibit Park from receiving its contractual principal and interest payments on these debt securities. The fair value of these debt securities is expected to recover as payments are received on these securities and they approach maturity. Should the impairment of any of these securities become other-than-temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified. 62 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 44 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 5. LOANS The composition of the loan portfolio, by class of loan, as of December 31, 2016 and December 31, 2015 was as follows: (In thousands) 2016: Commercial, financial and agricultural* Commercial real estate* Construction real estate: SEPH commercial land and development Remaining commercial Mortgage Installment Residential real estate: Commercial Mortgage HELOC Installment Consumer Leases Total loans 2015: Commercial, financial and agricultural* Commercial real estate* Construction real estate: SEPH commercial land and development Remaining commercial Mortgage Installment Residential real estate: Commercial Mortgage HELOC Installment Consumer Leases Total loans Loan Balance Accrued Interest Receivable $ 994,619 1,155,703 $ 3,558 4,161 — 135,343 48,699 4,903 406,687 1,169,495 212,441 19,874 1,120,850 3,243 — 398 106 17 940 1,459 853 67 3,385 29 Recorded Investment $ 998,177 1,159,864 — 135,741 48,805 4,920 407,627 1,170,954 213,294 19,941 1,124,235 3,272 $5,271,857 $14,973 $5,286,830 $ 955,727 1,113,603 $ 3,437 4,009 $ 959,164 1,117,612 2,044 128,046 36,722 6,533 410,571 1,210,819 211,415 22,638 967,111 2,856 — 321 75 21 1,014 1,469 769 78 3,032 14 2,044 128,367 36,797 6,554 411,585 1,212,288 212,184 22,716 970,143 2,870 $5,068,085 $14,239 $5,082,324 *Included within commercial, financial and agricultural loans and commercial real estate loans is an immaterial amount of consumer loans that were not broken out by class. Loans are shown net of deferred origination fees, costs and unearned income of $11.1 million at December 31, 2016 and $10.4 million at December 31, 2015, which represented a net deferred income position in both years. Overdrawn deposit accounts of $2.9 million and $1.7 million had been reclassified to loans at December 31, 2016 and 2015, respectively, and are included in the commercial, financial and agricultural loan class above. Credit Quality The following table presents the recorded investment in nonaccrual loans, accruing troubled debt restructurings (“TDRs”), and loans past due 90 days or more and still accruing by class of loan as of December 31, 2016 and December 31, 2015: (In thousands) 2016: Commercial, financial and agricultural Commercial real estate Construction real estate: SEPH commercial land and development Remaining commercial Mortgage Installment Residential real estate: Commercial Mortgage HELOC Installment Consumer Total loans 2015: Commercial, financial and agricultural Commercial real estate Construction real estate: SEPH commercial land and development Remaining commercial Mortgage Installment Residential real estate: Commercial Mortgage HELOC Installment Consumer Total loans Loans Past Due 90 Days or More Accruing Troubled Debt Restructurings and Accruing Total Nonperforming Loans Nonaccrual Loans $20,057 19,169 $ 600 5,305 $ — 1,833 — 61 23,013 18,313 1,783 644 2,949 — 393 104 95 89 9,612 673 609 748 15 — — — — 12 — 887 25 60 1,139 $ 20,672 24,474 — 2,226 104 168 23,102 28,812 2,481 1,313 4,836 $87,822 $18,228 $2,138 $108,188 $21,676 15,268 $ 8,947 2,757 $ — — $ 30,623 18,025 2,044 4,162 7 64 25,063 20,378 1,749 1,657 3,819 — 514 110 114 261 10,143 873 635 734 — — — — — 851 27 4 1,093 2,044 4,676 117 178 25,324 31,372 2,649 2,296 5,646 $95,887 $25,088 $1,975 $122,950 The following table provides additional information regarding those nonaccrual and accruing TDR loans that are individually evaluated for impairment and those collectively evaluated for impairment as of December 31, 2016 and December 31, 2015. (In thousands) 2016: Commercial, financial and agricultural Commercial real estate Construction real estate: SEPH commercial land and development Remaining commercial Mortgage Installment Residential real estate: Commercial Mortgage HELOC Installment Consumer Total loans Nonaccrual and Accruing Troubled Debt Restructurings Loans Individually Evaluated for Impairment Loans Collectively Evaluated for Impairment $ 20,657 24,474 $20,624 24,474 $ 33 — — 2,226 104 156 23,102 27,925 2,456 1,253 3,697 — 2,226 — — 23,102 — — — — — — 104 156 — 27,925 2,456 1,253 3,697 $106,050 $70,426 $35,624 63 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 45 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S (In thousands) 2015: Commercial, financial and agricultural Commercial real estate Construction real estate: SEPH commercial land and development Remaining commercial Mortgage Installment Residential real estate: Commercial Mortgage HELOC Installment Consumer Total loans Nonaccrual and Accruing Troubled Debt Restructurings Loans Individually Evaluated for Impairment Loans Collectively Evaluated for Impairment $ 30,623 18,025 $30,595 18,025 $ 28 — 2,044 4,676 117 178 25,324 30,521 2,622 2,292 4,553 2,044 4,676 — — 25,324 — — — — — — 117 178 — 30,521 2,622 2,292 4,553 $120,975 $80,664 $40,311 All of the loans individually evaluated for impairment were evaluated using the fair value of the collateral or the present value of expected future cash flows as the measurement method. The following table presents loans individually evaluated for impairment by class of loan as of December 31, 2016 and December 31, 2015. (In thousands) 2016: With no related allowance recorded Commercial, financial and agricultural Commercial real estate Construction real estate: SEPH commercial land and development Remaining commercial Residential real estate: Commercial With an allowance recorded Commercial, financial and agricultural Commercial real estate Construction real estate: Remaining commercial Residential real estate: Commercial Total 2015: With no related allowance recorded Commercial, financial and agricultural Commercial real estate Construction real estate: SEPH commercial land and development Remaining commercial Residential real estate: Commercial With an allowance recorded Commercial, financial and agricultural Commercial real estate Construction real estate: Remaining commercial Residential real estate: Commercial Total Unpaid Principal Balance Recorded Investment Allowance for Loan Losses Allocated $ 41,075 23,961 — 3,662 24,409 810 1,014 — 427 $19,965 23,474 — 2,226 22,687 659 1,000 — 415 $ — — — — — 152 309 — 87 $ 95,358 $70,426 $ 548 $ 32,583 15,138 10,834 2,506 23,798 16,155 3,195 3,145 1,951 $109,305 $18,763 14,916 2,044 1,531 23,480 11,832 3,109 3,145 1,844 $80,664 $ — — — — — 1,904 381 1,356 550 $4,191 Management’s general practice is to proactively charge down loans individually evaluated for impairment to the fair value of the underlying collateral. At December 31, 2016 and December 31, 2015, there were $24.7 million and $24.2 million, respectively, of partial charge-offs on loans individually evaluated for impairment with no related allowance recorded and $177,000 and $4.5 million, respectively, of partial charge-offs on loans individually evaluated for impairment that also had a specific reserve allocated. The allowance for loan losses included specific reserves related to loans individually evaluated for impairment at December 31, 2016 and 2015, of $0.5 million and $4.2 million, respectively. These loans with specific reserves had a recorded investment of $2.1 million and $19.9 million as of December 31, 2016 and 2015, respectively. Interest income on nonaccrual loans individually evaluated for impairment is recognized on a cash basis only when Park expects to receive the entire recorded investment of the loan. Interest income on accruing TDRs individually evaluated for impairment continues to be recorded on an accrual basis. The following tables present the average recorded investment and interest income recognized subsequent to impairment on loans individually evaluated for impairment as of and for the years ended December 31, 2016, 2015, and 2014: (In thousands) Recorded Investment as of December 31, 2016 Commercial, financial and agricultural Commercial real estate Construction real estate: SEPH commercial land and development Remaining commercial Residential real estate: Commercial Consumer Total $ 20,624 24,474 — 2,226 23,102 — $ 70,426 (In thousands) Recorded Investment as of December 31, 2015 Commercial, financial and agricultural Commercial real estate Construction real estate: SEPH commercial land and development Remaining commercial Residential real estate: Commercial Consumer Total $ 30,595 18,025 2,044 4,676 25,324 — $ 80,664 (In thousands) Recorded Investment as of December 31, 2014 Commercial, financial and agricultural Commercial real estate Construction real estate: SEPH commercial land and development Remaining commercial Residential real estate: Commercial Consumer Total $ 19,106 21,989 2,078 5,609 24,930 — $ 73,712 Year ended December 31, 2016 Average Recorded Investment $ 26,821 22,828 1,597 3,906 24,341 3 $ 79,496 Interest Income Recognized $ 885 884 — 66 2,942 — $4,777 Year ended December 31, 2015 Average Recorded Investment $ 20,179 17,883 2,066 5,666 24,968 — $ 70,762 Interest Income Recognized $ 340 550 21 26 1,026 — $1,963 Year ended December 31, 2014 Average Recorded Investment $ 19,518 31,945 3,658 8,784 28,306 403 $ 92,614 Interest Income Recognized $ 360 1,027 146 61 1,084 — $2,678 64 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 46 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S The following tables present the aging of the recorded investment in past due loans as of December 31, 2016 and December 31, 2015 by class of loan. Past Due Nonaccrual Loans and Loans Past Due 90 Days or More and Accruing(1) Past Due Total Accruing Loans Past Due 30–89 Days Total Current(2) Total Recorded Investment (In thousands) December 31, 2016: Commercial, financial and agricultural $ Commercial real estate Construction real estate: SEPH commercial land and development Remaining commercial Mortgage Installment Residential real estate: 371 355 — — 559 223 Commercial Mortgage HELOC Installment Consumer Leases 330 10,854 970 350 12,579 — $ 4,113 2,499 $ 4,484 $ 993,693 1,157,010 2,854 $ 998,177 1,159,864 — 541 — 64 3,631 9,769 1,020 319 2,094 — — 541 559 287 3,961 20,623 1,990 669 14,673 — — 135,200 48,246 4,633 403,666 1,150,331 211,304 19,272 1,109,562 3,272 — 135,741 48,805 4,920 407,627 1,170,954 213,294 19,941 1,124,235 3,272 Total loans $26,591 $24,050 $50,641 $5,236,189 $5,286,830 (1) (2) Includes an aggregate of $2.1 million of loans past due 90 days or more and accruing. The remaining are past due, nonaccrual loans. Includes an aggregate of $65.9 million of nonaccrual loans which are current in regards to contractual principal and interest payments. Past Due Nonaccrual Loans and Loans Past Due 90 Days or More and Accruing(1) Past Due Total Accruing Loans Past Due 30–89 Days Total Current(2) Total Recorded Investment (In thousands) December 31, 2015: Commercial, financial and agricultural $ Commercial real estate Construction real estate: SEPH commercial land and development Remaining commercial Mortgage Installment Residential real estate: 670 142 — 165 63 200 Commercial Mortgage HELOC Installment Consumer Leases 325 10,569 487 426 11,458 — $ 7,536 530 $ 8,206 $ 950,958 1,116,940 672 $ 959,164 1,117,612 2,044 84 7 46 19,521 8,735 186 318 3,376 — 2,044 249 70 246 19,846 19,304 673 744 14,834 — — 128,118 36,727 6,308 391,739 1,192,984 211,511 21,972 955,309 2,870 2,044 128,367 36,797 6,554 411,585 1,212,288 212,184 22,716 970,143 2,870 Total loans $24,505 $42,383 $66,888 $5,015,436 $5,082,324 (1) (2) Includes an aggregate of $2.0 million of loans past due 90 days or more and accruing. The remaining are past due, nonaccrual loans. Includes an aggregate of $55.5 million of nonaccrual loans which are current in regards to contractual principal and interest payments. Credit Quality Indicators Management utilizes past due information as a credit quality indicator across the loan portfolio. Past due information as of December 31, 2016 and 2015 is included in the tables above. The past due information is the primary credit quality indicator within the following classes of loans: (1) mortgage loans and installment loans in the construction real estate segment; (2) mortgage loans, HELOC and installment loans in the residential real estate segment; and (3) consumer loans. The primary credit indicator for commercial loans is based on an internal grading system that grades all commercial loans on a scale from 1 to 8. Credit grades are continuously monitored by the responsible loan officer and adjustments are made when appropriate. A grade of 1 indicates little or no credit risk and a grade of 8 is considered a loss. Commercial loans that are pass-rated (graded a 1 through a 4) are considered to be of acceptable credit risk. Commercial loans graded a 5 (special mention) are considered to be watch list credits and a higher loan loss reserve percentage is allocated to these loans. Loans classified as special mention have potential weaknesses that require management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of Park’s credit position at some future date. Commercial loans graded a 6 (substandard), also considered watch list credits, are considered to represent higher credit risk and, as a result, a higher loan loss reserve percentage is allo- cated to these loans. Loans classified as substandard are inadequately protected by the current sound worth and paying capacity of the obligor or the value of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are character- ized by the distinct possibility that Park will sustain some loss if the deficiencies are not corrected. Commercial loans graded a 7 (doubtful) are shown as nonaccrual and Park generally charges these loans down to their fair value by taking a partial charge-off or recording a specific reserve. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquida- tion in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Certain 6-rated loans and all 7-rated loans are placed on nonaccrual status and included within the impaired category. A loan is deemed impaired when management determines the borrower’s ability to perform in accordance with the contractual loan agreement is in doubt. Any commercial loan graded an 8 (loss) is completely charged off. The tables below present the recorded investment by loan grade at December 31, 2016 and December 31, 2015 for all commercial loans: (In thousands) 5 Rated 6 Rated Impaired Pass Rated Recorded Investment December 31, 2016: Commercial, financial and agricultural* Commercial real estate* Construction real estate: SEPH commercial land and development Remaining commercial Residential real estate: Commercial Leases Total commercial loans December 31, 2015: Commercial, financial and agricultural* Commercial real estate* Construction real estate: SEPH commercial land and development Remaining commercial Residential real estate: Commercial Leases Total commercial loans $ 5,826 7,548 $ — 190 $20,657 24,474 $ 971,694 1,127,652 $ 998,177 1,159,864 — 287 1,055 — — 118 124 — — 2,226 23,102 — — 133,110 383,346 3,272 — 135,741 407,627 3,272 $14,716 $ 432 $70,459 $2,619,074 $2,704,681 $ 4,392 14,880 $ 347 3,417 $30,623 18,025 $ 923,802 1,081,290 $ 959,164 1,117,612 — 2,151 3,280 — — 122 386 — 2,044 4,676 25,324 — — 121,418 382,595 2,870 2,044 128,367 411,585 2,870 $24,703 $4,272 $80,692 $2,511,975 $2,621,642 *Included within commercial, financial and agricultural loans and commercial real estate loans is an immaterial amount of consumer loans that were not broken out by class. Troubled Debt Restructuring Management classifies loans as TDRs when a borrower is experiencing financial difficulties and Park has granted a concession to the borrower as part of a modification or in the loan renewal process. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of the bor- rower’s debt in the foreseeable future without the modification. This evaluation is performed in accordance with the Company’s internal underwriting policy. Management’s policy is to modify loans by extending the term or by granting a temporary or permanent contractual interest rate below the market rate, not by forgiving debt. A court’s discharge of a borrower’s debt in a Chapter 7 bankruptcy is considered a concession when the borrower does not reaffirm the discharged debt. 65 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 47 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Certain loans which were modified during the years ended December 31, 2016 and December 31, 2015 did not meet the definition of a TDR as the modification was a delay in a payment that was considered to be insignificant. Management considers a forbearance period of up to three months or a delay in payment of up to 30 days to be insignificant. TDRs may be classified as accruing if the borrower has been current for a period of at least six months with respect to loan payments and management expects that the borrower will be able to continue to make payments in accordance with the terms of the restructured note. Management reviews all accruing TDRs quarterly to ensure payments continue to be made in accordance with the modified terms. Management reviews renewals/modifications of loans previously identified as TDRs to consider if it is appropriate to remove the TDR classification. If the borrower is no longer experiencing financial difficulty and the renewal/modifi- cation does not contain a concessionary interest rate or other concessionary terms, management considers the potential removal of the TDR classification. If deemed appropriate, the TDR classification is removed as the borrower has complied with the terms of the loan at the date of the renewal/modification and there was a reasonable expectation that the borrower would continue to comply with the terms of the loan subsequent to the date of the renewal/modification. The majority of these TDRs were originally considered restructurings in a prior year as a result of a renewal/modification with an interest rate that was not commensurate with the risk of the underlying loan at the time of the renewal/modification. During the years ended December 31, 2016 and 2015, Park removed the TDR classification on $2.7 million and $1.2 million, respec- tively, of loans that met the requirements discussed above. At December 31, 2016 and 2015, there were $46.9 million and $41.1 million, respectively, of TDRs included in the nonaccrual loan totals. At December 31, 2016 and 2015, $38.0 million and $19.1 million, respectively, of these non - accrual TDRs were performing in accordance with the terms of the restructured note. As of December 31, 2016 and 2015, loans with a recorded investment of $18.2 million and $25.1 million, respectively, were included in accruing TDR loan totals. Management will continue to review the restructured loans and may determine it appropriate to move certain nonaccrual TDRs to accrual status in the future. At December 31, 2016 and 2015, Park had commitments to lend $0.7 million and $2.3 million, respectively, of additional funds to borrowers whose outstand- ing loan terms had been modified in a TDR. The specific reserve related to TDRs at December 31, 2016 and 2015 was $0.2 million and $2.3 million, respectively. Modifications made in 2015 and 2016 were largely the result of renewals and extending the maturity date of the loan, at terms consistent with the original note. These modifications were deemed to be TDRs primarily due to Park’s conclusion that the borrower would likely not have qualified for similar terms through another lender. Many of the mod - ifications deemed to be TDRs were previously identified as impaired loans, and thus were also previously evaluated for impairment under ASC 310. Additional specific reserves of $1.0 million were recorded during the year ended December 31, 2016, as a result of TDRs identified in the 2016 year. Additional specific reserves of $1.3 million were recorded during the year ended December 31, 2015 as a result of TDRs identified in the 2015 year. Additional specific reserves of $0.7 million were recorded during the year ended December 31, 2014 as a result of TDRs identified in the 2014 year. The terms of certain other loans were modified during the years ended December 31, 2016 and 2015 that did not meet the definition of a TDR. Modified substandard commercial loans which did not meet the definition of a TDR had a total recorded investment as of December 31, 2016 and 2015 of $26,000 and $116,000, respectively. The renewal/modification of these loans: (1) resulted in a delay in a payment that was considered to be insig - nificant, or (2) resulted in Park obtaining additional collateral or guarantees that improved the likelihood of the ultimate collection of the loan such that the modification was deemed to be at market terms. Modified consumer loans which did not meet the definition of a TDR had a total recorded investment as of December 31, 2016 and 2015 of $7.4 million and $16.5 million, respec- tively. Many of these loans were to borrowers who were not experiencing financial difficulties but who were looking to reduce their cost of funds. The following tables detail the number of contracts modified as TDRs during the years ended December 31, 2016, 2015 and 2014 as well as the recorded investment of these contracts at December 31, 2016, 2015, and 2014. The recorded investment pre- and post-modification is generally the same due to the fact that Park does not typically forgive principal. (In thousands) Year ended December 31, 2016: Number of Contracts Accruing Nonaccrual Recorded Investment Commercial, financial and agricultural Commercial real estate Construction real estate: SEPH commercial land and development Remaining commercial Mortgage Installment Residential real estate: Commercial Mortgage HELOC Installment Consumer Total loans Year ended December 31, 2015: Commercial, financial and agricultural Commercial real estate Construction real estate: SEPH commercial land and development Remaining commercial Mortgage Installment Residential real estate: Commercial Mortgage HELOC Installment Consumer Total loans Year ended December 31, 2014: Commercial, financial and agricultural Commercial real estate Construction real estate: SEPH commercial land and development Remaining commercial Mortgage Installment Residential real estate: Commercial Mortgage HELOC Installment Consumer Total loans 32 14 — 2 — 1 11 34 13 5 293 405 39 14 — 2 1 — 11 39 26 9 283 424 30 11 — 2 — 2 9 46 10 10 330 450 $ 191 3,844 $ 8,450 2,537 $ 8,641 6,381 — — — — 89 114 104 102 184 — 1,143 — — 1,033 2,292 178 3 994 — 1,143 — — 1,122 2,406 282 105 1,178 $ 4,628 $16,630 $21,258 $ 8,948 637 $ 3,640 3,523 $12,588 4,160 — 513 19 — — 1,132 315 — 202 — — — — 1,185 2,122 45 155 888 — 513 19 — 1,185 3,254 360 155 1,090 $11,766 $11,558 $23,324 $ 292 1,184 $ 431 1,254 $ 723 2,438 — — — — — 32 85 109 244 — 206 — 56 866 2,325 241 12 1,058 — 206 — 56 866 2,357 326 121 1,302 $ 1,946 $ 6,449 $ 8,395 Of those loans which were modified and determined to be a TDR during the year ended December 31, 2016, $9.4 million were on nonaccrual status as of December 31, 2015. Of those loans which were modified and determined to be a TDR during the year ended December 31, 2015, $0.8 million were on nonaccrual status as of December 31, 2014. Of those loans which were modified and determined to be a TDR during the year ended December 31, 2014, $0.7 million were on nonaccrual status as of December 31, 2013. 66 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 48 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S The following table presents the recorded investment in financing receivables which were modified as TDRs within the previous 12 months and for which there was a payment default during the year ended December 31, 2016, December 31, 2015, and December 31, 2014. For this table, a loan is con - sidered to be in default when it becomes 30 days contractually past due under the modified terms. The additional allowance for loan loss resulting from the defaults on TDR loans was immaterial. Year ended December 31, 2016 Year ended December 31, 2015 Year ended December 31, 2014 Number of Recorded Investment Contracts Number of Recorded Investment Contracts Number of Recorded Investment Contracts (In thousands) Commercial, financial and agricultural Commercial real estate Construction real estate: SEPH commercial land and development — Remaining commercial — — Mortgage — Installment Residential real estate: Commercial Mortgage HELOC Installment Consumer Leases Total loans 7 15 — 1 62 — 97 7 5 $ 419 843 — — — — 848 1,201 — 3 484 — $3,798 1 1 — — — — 3 12 1 2 47 — 67 $ 1 626 — — — — 1,005 682 5 101 434 — $2,854 4 1 — — — — 1 14 2 2 62 — 86 $ 206 302 — — — — 3 810 160 12 516 — $2,009 Of the $3.8 million in modified TDRs which defaulted during the year ended December 31, 2016, $111,000 were accruing loans and $3.7 million were nonaccrual loans. Of the $2.9 million in modified TDRs which defaulted during the year ended December 31, 2015, $44,000 were accruing loans and $2.8 million were nonaccrual loans. Of the $2.0 million in modified TDRs which defaulted during the year ended December 31, 2014, $314,000 were accruing loans and $1.7 million were nonaccrual loans. Certain of the Corporation’s executive officers, directors and related entities of directors are loan customers of PNB. As of December 31, 2016 and 2015, credit exposure aggregating approximately $43.4 million and $47.0 million, respectively, was outstanding to such parties. Of this total exposure, approxi- mately $29.6 million and $36.0 million was outstanding at December 31, 2016 and 2015, respectively, with the remaining balance representing available credit. During 2016, new loans and advances on existing loans were made to these executive officers, directors and related entities of directors totaling $5.4 million and $3.5 million, respectively. These extensions of credit were offset by principal payments of $15.3 million. During 2015, new loans and advances on existing loans were $5.8 million and $7.1 million, respectively. These exten- sions of credit were offset by principal payments of $12.9 million. 6. ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is that amount management believes is adequate to absorb probable incurred credit losses in the loan portfolio based on management’s evaluation of various factors including the 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 as discussed within Note 1 – Summary of Significant Accounting Policies. The activity in the allowance for loan losses for the years ended December 31, 2016, 2015, and 2014 is summarized in the following tables. (In thousands) December 31, 2016 Allowance for credit losses: Beginning balance Charge-offs Recoveries Net charge-offs (recoveries) Provision (Recovery) Ending balance December 31, 2015 Allowance for credit losses: Beginning balance Charge-offs Recoveries Net charge-offs (recoveries) Provision (Recovery) Ending balance December 31, 2014 Allowance for credit losses: Beginning balance Charge-offs Recoveries Net charge-offs (recoveries) (Recovery) Provision Ending balance Commercial, Financial and Agricultural Commercial Real Estate Construction Real Estate Residential Real Estate Consumer Leases Total $13,694 5,786 (1,259) 4,527 4,267 $13,434 $10,719 2,478 (1,373) 1,105 4,080 $13,694 $14,218 3,779 (1,003) 2,776 (723) $10,719 $ 9,197 412 (3,671) (3,259) (2,024) $10,432 $ 8,808 348 (2,241) (1,893) (1,504) $ 9,197 $15,899 8,003 (7,759) 244 (6,847) $ 8,808 $ 8,564 1,436 (8,559) (7,123) (10,440) $ 5,247 $ 8,652 470 (2,092) (1,622) (1,710) $ 8,564 $ 6,855 1,316 (12,572) (11,256) (9,459) $ 8,652 $13,514 3,014 (2,446) 568 (1,988) $10,958 $14,772 2,352 (2,438) (86) (1,344) $13,514 $14,251 3,944 (2,985) 959 1,480 $14,772 $11,524 10,151 (4,094) 6,057 5,086 $10,553 $11,401 8,642 (3,295) 5,347 5,470 $11,524 $ 8,245 7,738 (2,671) 5,067 8,223 $11,401 $ 1 — (1) (1) (2) $ — $ — — (3) (3) (2) $ 1 $ — — (7) (7) (7) $ — $ 56,494 20,799 (20,030) 769 (5,101) $ 50,624 $ 54,352 14,290 (11,442) 2,848 4,990 $ 56,494 $ 59,468 24,780 (26,997) (2,217) (7,333) $ 54,352 67 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 49 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Loss factors are reviewed quarterly and updated at least annually to reflect recent loan loss history and incorporate current risk and trends which may not be recognized in historical data. Several enhancements were made in the third quarter of 2016 as a result of management’s quarterly review. (cid:0) Management updated the historical loss calculation during the third quarter of 2016, incorporating annualized net charge-offs plus changes in specific reserves through September 30, 2016. Additionally, manage- ment removed from the historical loss calculation net charge-offs plus changes in specific reserves for the year ended December 31, 2009. Management’s belief has been that historical losses should encompass the complete economic cycle. However, given the extended length of the economic recovery, management determined that 2009 loss data was no longer reflective of the current portfolio. Management has taken the look-back period into consideration in the quarterly evaluation of environmental loss factors. (cid:0) As part of the 2016 mid-year historical loss update, management deter- mined that it was no longer appropriate to more heavily weight those years with higher losses in the historical loss calculation and applied equal per centages to each of the years in this calculation. The trends that existed resulting in management applying different weightings to years within the historical loss calculation no longer appeared to exist, resulting in the adjustment back to equal weightings. (cid:0) As part of the normal quarterly process, management reviewed and updated the environmental loss factors applied to the commercial port - folio in order to incorporate changes in the macroeconomic environment. Additionally, management updated the calculation of the loss emergence period utilizing a more granular process. The impact of the changes described above resulted in a decrease of $3.8 million in the ALLL at September 30, 2016, compared to what the ALLL would have been had the calculation, and related assumptions, used at June 30, 2016 remained constant. The loss factors were updated in the fourth quarter of 2016 to incorporate losses through December 31, 2016. Loans collectively evaluated for impairment in the following tables include all performing loans at December 31, 2016 and 2015, as well as nonperforming loans internally classified as consumer loans. Nonperforming consumer loans are not typically individually evaluated for impairment, but receive a portion of the statistical allocation of the allowance for loan losses. Loans individually evaluated for impairment include all impaired loans internally classified as commercial loans at December 31, 2016 and 2015, which are evaluated for impairment in accordance with GAAP (see Note 1 – Summary of Significant Accounting Policies). The composition of the allowance for loan losses at December 31, 2016 and 2015 was as follows: (In thousands) December 31, 2016 Allowance for loan losses: Ending allowance balance attributed to loans Individually evaluated for impairment Collectively evaluated for impairment Total ending allowance balance Loan balance: Loans individually evaluated for impairment Loans collectively evaluated for impairment Total ending loan balance Allowance for loan losses as a percentage of loan balance: Loans individually evaluated for impairment Loans collectively evaluated for impairment Total Recorded investment: Loans individually evaluated for impairment Loans collectively evaluated for impairment Total ending recorded investment December 31, 2015 Allowance for loan losses: Ending allowance balance attributed to loans Individually evaluated for impairment Collectively evaluated for impairment Total ending allowance balance Loan balance: Loans individually evaluated for impairment Loans collectively evaluated for impairment Total ending loan balance Allowance for loan losses as a percentage of loan balance: Loans individually evaluated for impairment Loans collectively evaluated for impairment Total Recorded investment: Loans individually evaluated for impairment Loans collectively evaluated for impairment Total ending recorded investment 68 Commercial, Financial and Agricultural Commercial Real Estate Construction Real Estate Residential Real Estate Consumer Leases Total $ 152 13,282 $ 13,434 $ 20,622 973,997 $994,619 0.74% 1.36% 1.35% $ 20,624 977,553 $998,177 $ 1,904 11,790 $ 13,694 $ 30,545 925,182 $955,727 6.23% 1.27% 1.43% $ 30,595 928,569 $959,164 $ $ 309 10,123 10,432 $ 24,465 1,131,238 $1,155,703 1.26% 0.89% 0.90% $ 24,474 1,135,390 $1,159,864 $ $ 381 8,816 9,197 $ 18,015 1,095,588 $1,113,603 2.11% 0.80% 0.83% $ 18,025 1,099,587 $1,117,612 $ — 5,247 $ 5,247 $ 2,226 186,719 $188,945 — 2.81% 2.78% $ 2,226 187,240 $189,466 $ 1,356 7,208 $ 8,564 $ 6,716 166,629 $173,345 20.19% 4.33% 4.94% $ 6,720 167,042 $173,762 $ $ 87 10,871 10,958 $ 23,102 1,785,395 $1,808,497 0.38% 0.61% 0.61% $ 23,102 1,788,714 $1,811,816 $ 550 12,964 $ 13,514 $ 25,323 1,830,120 $1,855,443 2.17% 0.71% 0.73% $ 25,324 1,833,449 $1,858,773 $ $ — 10,553 10,553 $ — 1,120,850 $1,120,850 — 0.94% 0.94% $ — 1,124,235 $1,124,235 $ $ — 11,524 $ 11,524 — 967,111 $ 967,111 — 1.19% 1.19% $ — 970,143 $ 970,143 $ — — $ — $ — 3,243 $3,243 — — — $ — 3,272 $3,272 $ — 1 $ 1 $ — 2,856 $2,856 — 0.04% 0.04% $ — 2,870 $2,870 $ $ 548 50,076 50,624 $ 70,415 5,201,442 $5,271,857 0.78% 0.96% 0.96% $ 70,426 5,216,404 $5,286,830 $ $ 4,191 52,303 56,494 $ 80,599 4,987,486 $5,068,085 5.20% 1.05% 1.11% $ 80,664 5,001,660 $5,082,324 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 50 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 7. LOANS HELD FOR SALE Mortgage loans held for sale are carried at their fair value. Mortgage loans held for sale were $10.4 million and $7.3 million at December 31, 2016 and 2015, respectively. These amounts are included in loans on the Consolidated Balance Sheets and in the residential real estate loan segments in Note 5 – Loans and Note 6 – Allowance for Loan Losses. The contractual balance was $10.3 million and $7.2 million at December 31, 2016 and 2015, respectively. The gain expected upon sale was $131,000 and $95,000 at December 31, 2016 and 2015, respectively. None of these loans were 90 days or more past due or on nonaccrual status as of December 31, 2016 or 2015. During 2015, Park transferred to held for sale and sold certain commercial loans previously held for investment with a book balance of $144,000, and recognized a gain of $756,000. During 2014, Park transferred certain com - mercial loans held for investment, with a book balance of $22.0 million, to the loans held for sale portfolio, and subsequently completed the sale of these commercial loans held for sale, recognizing a net gain on sale of $1.9 million. No commercial loans were held for sale or sold during 2016. 8. OTHER REAL ESTATE OWNED The carrying amount of foreclosed properties held at December 31, 2016 and December 31, 2015 are listed below, as well as the recorded investment of loans secured by residential real estate properties for which formal fore - closure proceedings were in process at those dates. December 31 (In thousands) 2016 2015 OREO: Commercial real estate Construction real estate Residential real estate Total OREO Loans in process of foreclosure: Residential real estate $ 7,642 4,624 1,660 $13,926 $ 8,333 7,259 3,059 $18,651 $ 3,250 $ 2,021 9. PREMISES AND EQUIPMENT The major categories of premises and equipment and accumulated depreciation are summarized as follows: December 31 (In thousands) Land Buildings Equipment, furniture and fixtures Leasehold improvements Total Less accumulated depreciation Premises and equipment, net 2016 $ 19,577 75,472 52,719 3,400 $151,168 2015 $ 19,123 74,525 47,839 3,878 $145,365 (93,197) (85,872) $ 57,971 $ 59,493 Depreciation expense amounted to $8.4 million, $7.3 million and $7.2 million for the years ended December 31, 2016, 2015 and 2014, respectively. The Corporation leases certain premises and equipment accounted for as operating leases. The following is a schedule of the future minimum rental payments required for the next five years under such leases with initial terms in excess of one year: (In thousands) 2017 2018 2019 2020 2021 Thereafter Total $1,508 1,269 1,178 621 422 700 $5,698 Rent expense for Park was $2.1 million, $1.7 million and $1.7 million, for the years ended December 31, 2016, 2015 and 2014, respectively. 10. INVESTMENT IN QUALIFIED AFFORDABLE HOUSING Park makes certain equity investments in various limited partnerships that sponsor affordable housing projects. The purposes of these investments are to achieve a satisfactory return on capital, help create affordable housing opportunities, and assist the Company to achieve our goals associated with the Community Reinvestment Act. As permitted by ASU 2014-01, Accounting for Investments in Qualified Affordable Housing Projects, Park elected the proportional amortization method of accounting. Under the proportional amortization method, amor - tization expense and tax benefits are recognized through the provision for income taxes. The table below details the balances of Park’s affordable housing tax credit investments and related unfunded commitments as of December 31, 2016 and 2015. December 31 (In thousands) Affordable housing tax credit investments Unfunded commitments 2016 $52,947 14,282 2015 $51,247 20,311 Commitments are funded when capital calls are made by the general partner. Park expects that the current commitment will be funded between 2017 and 2027. During the years ended December 31, 2016, 2015 and 2014, Park recognized amortization expense of $7.3 million, $6.7 million and $6.9 million, respec- tively, which was included within the provision for income taxes. For the years ended December 31, 2016, 2015 and 2014, Park recognized tax credits and other benefits from its affordable housing tax credit investments of $9.4 million, $8.9 million and $8.8 million, respectively. 11. DEPOSITS At December 31, 2016 and 2015, non-interest bearing and interest bearing deposits were as follows: December 31 (In thousands) Non-interest bearing Interest bearing Total 2016 $1,523,417 3,998,539 $5,521,956 2015 $1,404,032 3,943,610 $5,347,642 At December 31, 2016, the maturities of time deposits were as follows: (In thousands) 2017 2018 2019 2020 2021 After 5 years Total $ 717,879 131,236 153,257 63,758 51,245 495 $1,117,870 At December 31, 2016 and 2015, respectively, Park had approximately $26.5 million and $21.6 million of deposits received from executive officers, directors and related entities of directors. Time deposits that exceed the FDIC Insurance limit of $250,000 at December 31, 2016 and 2015 were $43.3 million and $49.7 million, respectively. 12. REPURCHASE AGREEMENT BORROWINGS Securities sold under agreements to repurchase (“repurchase agreements”) with customers represent funds deposited by customers, generally on an overnight basis, that are collateralized by investment securities owned by Park. Repurchase agreements with customers are included in short-term borrowings on the consolidated balance sheets. Park's repurchase agreements with a third- party financial institution are classified as long-term debt on the Consolidated Balance Sheets. 69 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 51 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S All repurchase agreements are subject to terms and conditions of repurchase/security agreements between Park and the client and are accounted for as secured borrowings. Park’s repurchase agreements reflected in short-term borrowings consist of customer accounts and securities which are pledged on an individual security basis. At December 31, 2016 and December 31, 2015, Park’s repurchase agreement borrowings totaled $510 million and $554 million, respectively. At both December 31, 2016 and December 31, 2015, $300 million of Park’s repurchase agreement borrowings were classified as long-term debt with the remaining amount being classified as short-term debt on the Consolidated Balance Sheets. These borrowings were collateralized with U.S. government and agency securities with a carrying value of $569 million and $622 million at December 31, 2016 and December 31, 2015, respectively. Declines in the value of the collateral would require Park to pledge additional securities. As of December 31, 2016 and December 31, 2015, Park had $640 million and $583 million, respectively, of available unpledged securities. The following table presents the carrying value of Park’s repurchase agreements by remaining contractual maturity and collateral pledged at December 31, 2016 and December 31, 2015: Remaining Contractual Maturity of the Agreements Overnight and Continuous Up to 30 Days 30–90 Days Greater than 90 Days Total (In thousands) December 31, 2016: U.S. government and agency securities December 31, 2015: U.S. government and agency securities During 2015 and 2016, outstanding FHLB advances were collateralized by investment securities owned by the Corporation’s bank subsidiary and by various loans pledged under a blanket agreement by the Corporation’s bank subsidiary. At December 31, 2016 and 2015, $25 million and $21 million, respectively, of investment securities were pledged as collateral for FHLB advances. At December 31, 2016 and 2015, $1,909 million and $1,985 million, respectively, of commercial real estate and residential mortgage loans were pledged under a blanket agreement to the FHLB by Park’s bank subsidiary. See Note 12 – Repurchase Agreement Borrowings for information related to investment securities collateralizing repurchase agreements. 14. LONG-TERM DEBT Long-term debt is listed below: December 31, (In thousands) 2016 2015 Outstanding Balance Average Rate Outstanding Balance Average Rate Total Federal Home Loan Bank advances by year of maturity: 2017 2018 2019 2020 2021 Thereafter Total $ 50,000 150,000 75,000 25,000 — 100,000 $400,000 1.25% 2.04% 1.96% 2.14% — 3.40% 2.27% $ 50,000 150,000 75,000 25,000 — 150,000 $450,000 1.25% 2.04% 1.96% 2.14% — 3.32% 2.37% Total broker repurchase agreements by year of maturity: $208,691 $ — $ — $301,104 $509,795 2017 Total $300,000 $300,000 1.75% 1.75% $300,000 $300,000 1.75% 1.75% $247,618 $2,239 $ — $304,385 $554,242 Total combined long-term debt by year of maturity: See Note 13 – Short-Term Borrowings for additional information related to repurchase agreements classified as short-term borrowings. See Note 14 – Long-Term Debt for additional information related to repurchase agreements classified as long-term debt. 13. SHORT-TERM BORROWINGS Short-term borrowings were as follows: December 31 (In thousands) Securities sold under agreements to repurchase Federal Home Loan Bank advances Total short-term borrowings 2016 $209,795 185,000 $394,795 2015 $254,242 140,000 $394,242 The outstanding balances for all short-term borrowings as of December 31, 2016 and 2015 and the weighted-average interest rates as of and paid during each of the years then ended were as follows: (In thousands) 2016: Ending balance Highest month-end balance Average daily balance Weighted-average interest rate: As of year-end Paid during the year 2015: Ending balance Highest month-end balance Average daily balance Weighted-average interest rate: As of year-end Paid during the year Repurchase Agreements FHLB Advances $209,795 248,277 224,763 0.17% 0.16% $254,242 278,324 257,622 0.17% 0.18% $185,000 185,000 15,694 0.80% 0.63% $140,000 140,000 1,096 0.56% 0.59% 70 2017 2018 2019 2020 2021 Thereafter Total Prepayment penalty Total long-term debt $350,000 150,000 75,000 25,000 — 100,000 $700,000 (5,719) $694,281 1.68% 2.04% 1.96% 2.14% — 3.40% 2.05% — 2.07% $350,000 150,000 75,000 25,000 — 150,000 $750,000 (11,895) $738,105 1.68% 2.04% 1.96% 2.14% — 3.32% 2.12% — 2.16% On November 30, 2012, Park restructured $300 million in repurchase agree- ments at a rate of 1.75%. As part of this restructuring, Park paid a prepayment penalty of $25 million. The penalty is being amortized as an adjustment to interest expense over the remaining term of the repurchase agreements using the effective interest method, resulting in an effective interest rate of 3.55%. Of the $25 million prepayment penalty, $4.7 million remained to be amortized as of December 31, 2016. The remaining $4.7 million will be amortized in 2017. On November 21, 2014, Park restructured $50 million in FHLB advances at a rate of 1.25%. As part of this restructuring, Park paid a prepayment penalty of $3.2 million. The penalty is being amortized as an adjustment to interest expense over the remaining term of the advances using the effective interest method, resulting in an effective interest rate of 3.52%. Of the $3.2 million prepayment penalty, $1.0 million remained to be amortized as of December 31, 2016. The remaining $1.0 million will be amortized in 2017. On March 30, 2015, Park prepaid $54.5 million of FHLB advances, with a weighted average rate of 1.59%, resulting in a prepayment penalty of $532,000 recognized within other expense on the Consolidated Statements of Income. On October 20, 2016, Park prepaid $50.0 million of FHLB advances, incurring a $5.6 million prepayment penalty recognized within other expense on the Consolidated Statements of Income. These advances had an interest rate of 3.15% and a maturity date of November 13, 2023. Park had approximately $100.0 million of long-term debt at December 31, 2016 with a contractual maturity longer than five years. However, all of this debt is callable by the lender in 2017. PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 52 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S At December 31, 2016 and 2015, FHLB advances were collateralized by invest- ment securities owned by PNB’s banking divisions and by various loans pledged under a blanket agreement by PNB’s banking divisions. At December 31, 2016 and 2015, $25 million and $21 million, respectively, of investment securities were pledged as collateral for FHLB advances. At December 31, 2016 and 2015, $1,909 million and $1,985 million, respectively, of commercial real estate and residential mortgage loans were pledged under a blanket agreement to the FHLB by Park's bank subsidiary. See Note 12 – Repurchase Agreement Borrowings for information related to investment securities collateralizing repurchase agreements. 15. SUBORDINATED NOTES As part of the acquisition of Vision's parent bank holding company (“Vision Parent”) on March 9, 2007, Park became the successor to Vision Parent under (i) the Amended and Restated Trust Agreement of Vision Bancshares Trust I (the “Trust”), dated as of December 5, 2005, (ii) the Junior Subordinated Indenture, dated as of December 5, 2005, and (iii) the Guarantee Agreement, also dated as of December 5, 2005. On December 1, 2005, Vision Parent formed a wholly-owned Delaware statutory business trust, Vision Bancshares Trust I (“Trust I”), which issued $15.0 million of Trust I’s floating rate preferred securities (the “Trust Preferred Securities”) to institutional investors. These Trust Preferred Securities qualify as Tier I capital under FRB guidelines. All of the common securities of Trust I are owned by Park. The proceeds from the issuance of the common securities and the Trust Preferred Securities were used by Trust I to purchase $15.5 million of junior subordinated notes, which carry a floating rate based on three-month LIBOR plus 148 basis points. The debentures represent the sole asset of Trust I. The Trust Preferred Securities accrue and pay distributions at a floating rate of three-month LIBOR plus 148 basis points per annum. The Trust Preferred Securities are mandatorily redeemable upon maturity of the notes in December 2035, or upon earlier redemption as provided in the notes. Park has the right to redeem the notes purchased by Trust I in whole or in part, on or after December 30, 2010. As specified in the indenture, if the notes are redeemed prior to maturity, the redemption price will be the principal amount, plus any unpaid accrued interest. In accordance with GAAP, Trust I is not consolidated with Park’s financial statements, but rather the subordinated notes are reflected as a liability. On December 23, 2009, Park entered into a Note Purchase Agreement, dated December 23, 2009, with 38 purchasers (the “2009 Purchasers”). Under the terms of the Note Purchase Agreement, the 2009 Purchasers purchased from Park an aggregate principal amount of $35.25 million of 10% Subordinated Notes due December 23, 2019 (the “2009 Notes”). The 2009 Notes were intended to qualify as Tier 2 capital under applicable rules and regulations of the FRB. The 2009 Notes could not be prepaid in any amount prior to December 23, 2014; however, subsequent to that date, Park could prepay, without penalty, all or a portion of the principal amount outstanding. Of the $35.25 million in 2009 Notes, $14.05 million were purchased by related parties. The 2009 Notes were prepaid in full on December 24, 2014, together with accrued interest. On April 20, 2012, Park entered into a Note Purchase Agreement, dated April 20, 2012 (the “2012 Purchase Agreement”), with 56 purchasers (the “2012 Purchasers”). Under the terms of the 2012 Purchase Agreement, the 2012 Purchasers purchased from Park an aggregate principal amount of $30 million of 7% Subordinated Notes due April 20, 2022 (the “2012 Notes”). The 2012 Notes are intended to qualify as Tier 2 capital under applicable rules and regu- lations of the FRB. Each 2012 Note was purchased at a purchase price of 100% of the principal amount thereof. The 2012 Notes may not be prepaid by Park prior to April 20, 2017. From and after April 20, 2017, Park may prepay all, or from time to time, any part of the 2012 Notes at 100% of the principal amount (plus accrued interest) without penalty, subject to any requirement under FRB regulations to obtain prior approval from the FRB before making any prepayment. 16. CONTINGENT LIABILITIES The Company is a defendant in lawsuits and other adversary proceedings arising in the ordinary course of business. Legal costs incurred in connection with the resolution of claims and lawsuits are generally expensed as incurred, and the Company establishes accruals for the outcome of litigation where losses are deemed probable and reasonably estimable. The Company’s assessment of the current exposure could change in the event of the discovery of additional facts with respect to legal matters pending against the Company or determinations by judges, juries, administrative agencies or other finders of fact that are not in accordance with the Company’s evaluation of claims. As of December 31, 2016, the Company had accrued charges of approximately $2.3 million for legal contingencies related to various legal and other adversary proceedings. 17. SHARE-BASED COMPENSATION The Park National Corporation 2013 Long-Term Incentive Plan (the “2013 Incentive Plan”) was adopted by the Board of Directors of Park on January 28, 2013 and was approved by Park’s shareholders at the Annual Meeting of Shareholders on April 22, 2013. The 2013 Incentive Plan makes equity-based awards and cash-based awards available for grant to participants in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted common shares, restricted stock unit awards that may be settled in common shares, cash or a combination of the two, unrestricted common shares and cash-based awards. Under the 2013 Incentive Plan, 600,000 common shares are authorized to be issued and delivered in connection with grants under the 2013 Incentive Plan. The common shares to be issued and delivered under the 2013 Incentive Plan may consist of either common shares currently held or common shares subsequently acquired by Park as treasury shares, including common shares purchased in the open market or in private transactions. No awards may be made under the 2013 Incentive Plan after April 22, 2023. At December 31, 2016, 473,725 common shares were available for future grants under the 2013 Incentive Plan. During 2016, 2015, and 2014, Park granted 9,950, 10,150, and 10,200 common shares, respectively, to directors of Park and to directors of Park’s bank subsidiary PNB (and its divisions) under the 2013 Incentive Plan. The common shares granted to directors were not subjected to a vesting period and resulted in expense of $950,000, $963,000, and $801,000 in 2016, 2015, and 2014, respectively, which is included in Professional fees and services on the Consolidated Statement of Income. During 2016, 2015 and 2014, the Compensation Committee of the Board of Directors of Park granted awards of an aggregate of 41,550, 23,025 and 21,975, respectively, performance based restricted stock units (“PBRSUs”) to certain employees of Park and its subsidiaries. The number of PBRSUs earned or settled will depend on certain performance conditions and are also subject to service based vesting. None of the PBRSUs had vested as of December 31, 2016. As of December 31, 2016, an aggregate of 1,125 PBRSUs had been forfeited. A summary of changes in Park’s nonvested shares for the year ended December 31, 2016 follows: Nonvested at January 1, 2016 Granted Vested Forfeited Nonvested at December 31, 2016 Shares 44,700 41,550 — 825 85,425 71 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 53 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Share-based compensation expense of $1.9 million, $865,000 and $458,000 was recognized for the years ended December 31, 2016, 2015 and 2014, respectively, related to PBRSU awards to employees. The following table details expected additional share-based compensation expense related to PBRSUs currently outstanding: (In thousands) 2017 2018 2019 2020 Total $1,193 1,072 491 83 $2,839 18. BENEFIT PLANS The Corporation has a noncontributory Defined Benefit Pension Plan (the “Pension Plan”) covering substantially all of the employees of the Corporation and its subsidiaries. The Pension Plan provides benefits based on an employee’s years of service and compensation. There were no pension contributions in 2015 or 2016 and there is no con - tribution expected to be made in 2017. Using an accrual measurement date of December 31, 2016 and 2015, plan assets and benefit obligation activity for the Pension Plan are listed below: (In thousands) 2016 2015 Change in fair value of plan assets Fair value at beginning of measurement period Actual return on plan assets Benefits paid Fair value at end of measurement period Change in benefit obligation Projected benefit obligation at beginning of measurement period Service cost Interest cost Actuarial loss (gains) Benefits paid Projected benefit obligation at the end of measurement period Funded status at end of year $153,498 19,256 (5,707) $167,047 $102,245 5,055 4,869 7,993 (5,707) $160,598 (58) (7,042) $153,498 $109,328 5,368 4,695 (10,104) (7,042) $114,455 $102,245 (fair value of plan assets less benefit obligation) $ 52,592 $ 51,253 The asset allocation for the Pension Plan as of each measurement date, by asset category, was as follows: Asset Category Equity securities Fixed income and cash equivalents Total Target Allocation 50% – 100% remaining balance — 2016 84% 16% 100% 2015 85% 15% 100% Percentage of Plan Assets The investment policy, as established by the Retirement Plan Committee, is to invest assets according to the target allocation stated above. Assets will be reallocated periodically based on the investment strategy of the Retirement Plan Committee. The investment policy is reviewed periodically. The expected long-term rate of return on plan assets used to measure the benefit obligation was 7.00% as of December 31, 2016 and 7.25% as of December 31, 2015. This return was based on the expected return of each of the asset categories, weighted based on the median of the target allocation for each class. The accumulated benefit obligation for the Pension Plan was $97.2 million and $86.1 million at December 31, 2016 and 2015, respectively. On November 17, 2009, the Park Pension Plan completed the purchase of 115,800 common shares of Park for $7.0 million or $60.45 per share. At December 31, 2016 and 2015, the fair value of the 115,800 common shares held by the Pension Plan was $13.9 million, or $119.66 per share and $10.5 million, or $90.48 per share, respectively. 72 The weighted average assumptions used to determine benefit obligations at December 31, 2016, 2015 and 2014 were as follows: Discount rate Rate of compensation increase Under age 30 Ages 30 – 39 Ages 40 – 49 Ages 50 and over 2016 4.58% 10.00% 6.00% 4.00% 3.00% 2015 4.88% 10.00% 6.00% 3.00% 3.00% 2014 4.42% 10.00% 6.00% 3.00% 3.00% The estimated future pension benefit payments reflecting expected future service for the next ten years are shown below (in thousands): 2017 2018 2019 2020 2021 2022 – 2026 Total $ 6,924 7,644 7,875 8,393 9,503 48,058 $88,397 The following table shows ending balances of accumulated other comprehensive loss at December 31, 2016 and 2015. (In thousands) Prior service cost Net actuarial loss Total Deferred taxes 2016 $ — (22,677) (22,677) 7,937 2015 $ — (23,618) (23,618) 8,267 Accumulated other comprehensive loss $(14,740) $(15,351) Using an actuarial measurement date of December 31 for 2016, 2015 and 2014, components of net periodic benefit income and other amounts recognized in other comprehensive income (loss) were as follows: (In thousands) 2016 2015 2014 Components of net periodic benefit income and other amounts recognized in other comprehensive income Service cost Interest cost Expected return on plan assets Amortization of prior service cost Recognized net actuarial loss Net periodic benefit income Change to net actuarial gain (loss) for the period Amortization of prior service cost Amortization of net loss Total recognized in other comprehensive income (loss) $ (5,055) (4,869) $10,950 — (773) $ $ 253 168 — 773 941 $(5,368) (4,695) 11,420 (15) (637) $ 705 $(1,400) 15 637 $ (4,331) (4,577) 10,869 (19) — $ 1,942 $(14,276) 19 — (748) (14,257) Total recognized in net benefit income and other comprehensive income (loss) $ 1,194 $ (43) $(12,315) There are no estimated prior service costs for the Pension Plan to be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year. The estimated net actuarial loss expected to be recognized in the next fiscal year is $576,000. The weighted average assumptions used to determine net periodic benefit cost for the years ended December 31, 2016, 2015 and 2014 are listed below: Discount rate Rate of compensation increase Under age 30 Ages 30 – 39 Ages 40 and over Expected long-term return on plan assets 2016 4.88% 100.0% 6.00% 3.00% 7.25% 2015 4.42% 10.00% 6.00% 3.00% 7.25% 2014 5.30% 10.00% 6.00% 3.00% 7.25% PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 54 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S The Pension Plan maintains cash in a PNB savings account. The Pension Plan cash balance was $2.5 million at December 31, 2016. GAAP defines fair value as the price that would be received by Park for an asset or paid by Park to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date, using the most advan - tageous market for the asset or liability. The fair values of equity securities, consisting of mutual fund investments and common stock (U.S. large cap) held by the Pension Plan and the fixed income and cash equivalents, are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs). The fair value of Pension Plan assets at December 31, 2016 was $167.0 million. At December 31, 2016, $149.2 million of equity investments and cash in the Pension Plan were categorized as Level 1 inputs; $17.8 million of plan investments in corporate (U.S. large cap) and U.S. Government spon- sored entity bonds were categorized as Level 2 inputs, as fair value was based on quoted market prices of comparable instruments; and no investments were categorized as Level 3 inputs. The fair value of Pension Plan assets was $153.5 million at December 31, 2015. At December 31, 2015, $135.0 million of invest- ments in the Pension Plan were categorized as Level 1 inputs; $18.5 million were categorized as Level 2; and no investments were categorized as Level 3. The Corporation has a voluntary salary deferral plan covering substantially all of the employees of the Corporation and its subsidiaries. Eligible employees may contribute a portion of their compensation subject to a maximum statutory limitation. The Corporation provides a matching contribution established annually by the Corporation. Contribution expense for the Corporation was $1.3 million, $1.2 million, and $1.1 million for 2016, 2015 and 2014, respectively. The Corporation has entered into Supplemental Executive Retirement Plan Agreements (the “SERP Agreements”) with certain key officers of the Corporation and its subsidiaries which provide defined pension benefits in excess of limits imposed by federal tax law. The accrued benefit cost for the SERP Agreements totaled $8.8 million and $8.0 million for 2016 and 2015, respectively. The expense for the Corporation was $1.5 million for 2016, $1.1 million for 2015 and $1.5 million for 2014. 19. INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant compo- nents of the Corporation’s deferred tax assets and liabilities are as follows: December 31 (in thousands) 2016 2015 Deferred tax assets: Allowance for loan losses Accumulated other comprehensive loss – Pension plan Accumulated other comprehensive loss – unrealized losses on securities Deferred compensation OREO valuation adjustments Net deferred loan fees Deferred contract bonus Nonvested equity-based compensation Fixed assets Accrued litigation Other Total deferred tax assets Deferred tax liabilities: Deferred investment income Pension plan Mortgage servicing rights Partnership adjustments Other Total deferred tax liabilities Net deferred tax asset (liability) $17,719 $19,773 7,937 1,618 4,140 2,322 1,397 1,074 1,115 781 793 2,525 8,266 157 3,908 2,418 1,204 1,031 463 413 482 2,813 $41,421 $40,928 10,199 26,344 3,243 549 596 $40,931 $ 490 10,199 26,205 3,153 560 872 $40,989 $ (61) Park performs an analysis to determine if a valuation allowance against deferred tax assets is required in accordance with GAAP. Management has deter- mined that it is not required to establish a valuation allowance against the December 31, 2016 or 2015 deferred tax assets in accordance with GAAP since it is more likely than not that the deferred tax assets will be fully utilized in future periods. The components of the provision for federal income taxes are shown below: December 31 (In thousands) 2016 2015 2014 Currently payable Federal Amortization of qualified affordable housing projects Deferred Federal Total $28,879 $26,153 $27,062 7,300 6,664 6,869 581 $36,760 (250) 2,528 $32,567 $36,459 The following is a reconciliation of income tax expense to the amount computed at the statutory rate of 35% for the years ended December 31, 2016, 2015 and 2014. Statutory federal corporate tax rate Changes in rates resulting from: Tax-exempt interest income, net of disallowed interest Bank owned life insurance Investments in qualified affordable housing projects, net of tax benefits Other tax credits KSOP dividend deduction Other Effective tax rate 2016 35.0% (1.3)% (1.2)% (1.7)% — (1.0)% 0.1% 29.9% 2015 35.0% (0.5)% (1.8)% (1.9)% (0.9)% (1.0)% (0.2)% 28.7% 2014 35.0% (0.5)% (1.4)% (1.6)% — (1.0)% (0.2)% 30.3% Park and its subsidiaries do not pay state income tax to the state of Ohio, but pay a franchise tax based on equity. The franchise tax expense is included in “State tax expense” on Park’s Consolidated Statements of Income. Unrecognized Tax Benefits The following is a reconciliation of the beginning and ending amount of unrecognized tax benefits. (In thousands) January 1 Balance Additions based on tax positions related to the current year Additions for tax positions of prior years Reductions for tax positions of prior years Reductions due to statute of limitations December 31 Balance 2016 $558 117 38 — (80) $633 2015 $532 80 16 — (70) $558 2014 $518 76 14 — (76) $532 The amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in the future periods at December 31, 2016, 2015 and 2014 was $482,000, $432,000 and $413,000, respectively. Park does not expect the total amount of unrecognized tax benefits to significantly increase or decrease during the next year. The expense related to interest and penalties recorded on unrecognized tax benefits in the Consolidated Statements of Income for the years ended December 31, 2016, and 2015 was $1,500 and $2,000, respectively. There was no expense related to interest and penalties for the year ended December 31, 2014. The amount accrued for interest and penalties at December 31, 2016, 2015 and 2014 was $70,500, $69,000 and $67,000, respectively. 73 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 55 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Park and its subsidiaries are subject to U.S. federal income tax and income tax in various state jurisdictions. The Corporation is subject to routine audits of tax returns by the Internal Revenue Service and states in which we conduct business. No material adjustments have been made on closed federal and state tax audits. All tax years ending prior to December 31, 2013 are closed to examination by the federal taxing authorities. Generally, all tax years prior to December 31, 2012 are closed to examination by state taxing authorities. 20. OTHER COMPREHENSIVE INCOME (LOSS) Other comprehensive income (loss) components, net of income tax, are shown in the following table for the years ended December 31, 2016, 2015 and 2014. Changes in Pension Plan Assets and Benefit Obligations Unrealized Gains and Losses on Available-for- Sale Securities Total $(15,351) $ (292) $(15,643) (2,713) (2,604) — 502 (2,713) (2,102) $ (3,005) $(17,745) $ 1,257 $(13,608) (1,549) (2,459) 109 502 611 $(14,740) $(14,865) (910) 424 (486) $(15,351) $ (5,598) (9,279) 30,325 21,046 12 753 765 (9,267) $(14,865) 31,078 21,811 $ 1,257 $(13,608) Year ended December 31 (In thousands) Beginning balance at January 1, 2016 Other comprehensive gain (loss) before reclassifications Amounts reclassified from accumulated other comprehensive loss Net current period other comprehensive income (loss) Ending balance at December 31, 2016 Beginning balance at January 1, 2015 Other comprehensive loss before reclassifications Amounts reclassified from accumulated other comprehensive loss Net current period other comprehensive loss Ending balance at December 31, 2015 Beginning balance at January 1, 2014 Other comprehensive (loss) gain before reclassifications Amounts reclassified from accumulated other comprehensive loss Net current period other comprehensive (loss) income Ending balance at December 31, 2014 74 The following table provides information concerning amounts reclassified out of accumulated other comprehensive loss for the years ended December 31, 2016, 2015 and 2014: December 31 (In thousands) Amortization of defined benefit pension items Amortization of prior service cost Amortization of net loss Income before income taxes Federal income taxes Net of income tax Unrealized gains and losses on available for sale securities Loss on sale of investment securities Other than temporary impairment Income before income taxes Federal income taxes Net of income tax Amount Reclassified from Accumulated Other Comprehensive Income (Loss) 2015 2014 2016 Affected Line Item in the Consolidated Statement of Income $ — 773 $773 271 $502 $ 15 637 $652 228 $424 $ $ $ 19 Employee benefits — Employee benefits 19 7 12 Income before income taxes Federal income taxes Net of income tax $ — $ — $1,158 Gain (loss) on sale of investment securities — — — Miscellaneous expense $ — — $ — $ — $1,158 Income before income taxes — 405 Federal income taxes $ — $ 753 Net of income tax 21. EARNINGS PER COMMON SHARE GAAP requires the reporting of basic and diluted earnings per common share. Basic earnings per common share excludes any dilutive effects of restricted stock units. The following table sets forth the computation of basic and diluted earnings per common share: Weighted-average common shares outstanding Effect of dilutive performance-based restricted stock units Weighted-average common shares outstanding adjusted for the effect of diluted performance-based restricted stock units Earnings per common share: Basic earnings per common share Diluted earnings per common share $86,135 $81,012 $83,957 15,332,553 15,364,281 15,394,971 72,607 40,459 18,861 15,405,160 15,404,740 15,413,832 $5.62 $5.59 $5.27 $5.26 $5.45 $5.45 Park awarded 41,550, 23,025 and 21,975 PBRSUs to certain employees during the years ended December 31, 2016, 2015 and 2014, respectively. The PBRSUs vest based on service and performance conditions. The dilutive effect of the PBRSUs was the addition of 72,607, 40,459 and 18,861 common shares for the years ended December 31, 2016, 2015 and 2014, respectively. During the years ended December 31, 2015 and 2014, Park repurchased 71,700 and 29,700 common shares, respectively, to fund the PBRSUs and common shares awarded to directors of Park and to directors of Park’s subsidiary PNB (and its divisions). No common shares were repurchased during 2016. — 424 Year ended December 31 (in thousands, except share data) 2016 2015 2014 (1,549) (2,035) Numerator: Net income available to common shareholders $ (292) $(15,643) Denominator: $(29,821) $(35,419) PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 56 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 22. DIVIDEND RESTRICTIONS Bank regulators limit the amount of dividends a subsidiary bank can declare in any calendar year without obtaining prior approval. At December 31, 2016, approximately $71.7 million of the total shareholders’ equity of PNB was avail- able for the payment of dividends to the Corporation, without approval by the applicable regulatory authorities. 23. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND FINANCIAL INSTRUMENTS WITH CONCENTRATIONS OF CREDIT RISK The Corporation 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 instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments and standby letters of credit is represented by the contractual amount of those instruments. The Corporation uses the same credit policies in making commitments and condi- tional obligations as it does for on-balance sheet instruments. Since many of the loan commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers. The total amounts of off-balance sheet financial instruments with credit risk were as follows: December 31 (In thousands) Loan commitments Standby letters of credit 2016 $912,007 13,746 2015 $888,411 12,326 The loan commitments are generally for variable rates of interest. The Corporation grants retail, commercial and commercial real estate loans to customers primarily located in Ohio. The Corporation evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management’s credit evaluation of the customer. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties. Although the Corporation has a diversified loan portfolio, a substantial portion of the borrowers’ ability to honor their contracts is dependent upon the economic conditions in each borrower’s geographic location and industry. 24. LOAN SERVICING Park serviced sold mortgage loans of $1,330 million at December 31, 2016, compared to $1,276 million at December 31, 2015 and $1,265 million at December 31, 2014. At December 31, 2016, $4.1 million of the sold mortgage loans were sold with recourse compared to $5.4 million at December 31, 2015 and $7.0 million at December 31, 2014. Management closely monitors the delinquency rates on the mortgage loans sold with recourse. As of December 31, 2016 and 2015, management had established a reserve of $266,000 and $454,000, respectively, to account for future loan repurchases. When Park sells mortgage loans with servicing rights retained, servicing rights are initially recorded at fair value. Park selected the “amortization method” as permissible within U.S. GAAP, whereby the servicing rights capitalized are amor- tized in proportion to and over the period of estimated future servicing income of the underlying loan. At the end of each reporting period, the carrying value of mortgage servicing rights (“MSRs”) is assessed for impairment with a com- parison to fair value. MSRs are carried at the lower of their amortized cost or fair value. The amortization of mortgage loan servicing rights is included within “Other service income” in the Consolidated Statements of Income. Activity for mortgage servicing rights and the related valuation allowance follows: December 31 (In thousands) 2016 2015 2014 Mortgage servicing rights: Carrying amount, net, beginning of year Additions Amortization Change in valuation allowance Carrying amount, net, end of year Valuation allowance: Beginning of year Change in valuation allowance End of year $9,008 2,286 (1,835) (193) $9,266 $ 542 193 $ 735 $8,613 1,748 (1,637) 284 $9,008 $ 826 (284) $ 542 $ 9,013 1,026 (1,631) 205 $ 8,613 $ 1,031 (205) $ 826 The fair value of mortgage servicing rights was $9.3 million and $9.6 million at December 31, 2016 and 2015, respectively. The fair value of mortgage servicing rights at December 31, 2016 was established using a discount rate of 13% and constant prepayment speeds ranging from 6.2% to 16.8%. The fair value of mortgage servicing rights at December 31, 2015 was established using a discount rate of 10% and constant prepayment speeds ranging from 6.3% to 22.0%. Servicing fees included in other service income were $3.4 million, $3.4 million and $3.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. 25. FAIR VALUE The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that Park uses to measure fair value are as follows: (cid:0) Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that Park has the ability to access as of the measurement date. (cid:0) Level 2: Level 1 inputs for assets or liabilities that are not actively traded. Also consists of an observable market price for a similar asset or liability. This includes the use of “matrix pricing” to value debt securities absent the exclusive use of quoted prices. (cid:0) Level 3: Consists of unobservable inputs that are used to measure fair value when observable market inputs are not available. This could include the use of internally developed models, financial forecasting and similar inputs. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability between market participants at the balance sheet date. When possible, the Company looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not traded in active markets, the Company looks to observable market data for similar assets and liabilities. However, certain assets and liabilities are not traded in observable markets and Park must use other valuation methods to develop a fair value. The fair value of impaired loans is typically based on the fair value of the underlying collateral, which is estimated through third-party appraisals or internal estimates of collateral values in accordance with Park's valuation requirements per its commercial and real estate loan policies. 75 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 57 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents assets and liabilities measured at fair value on a recurring basis: The table below is a reconciliation of the beginning and ending balances of the Level 3 inputs for the years ended December 31, 2016 and 2015, for financial instruments measured on a recurring basis and classified as Level 3: Fair Value Measurements at December 31, 2016 Using: (In thousands) Level 1 Level 2 Level 3 Balance at 12/31/16 ASSETS Investment Securities Obligations of U.S. Treasury and other U.S. Government sponsored entities U.S. Government sponsored entities’ asset-backed securities Equity securities Mortgage loans held for sale Mortgage IRLCs LIABILITIES $ — $267,533 $ — $267,533 — 2,644 — — 987,172 — 10,413 124 — 790 — — 987,172 3,434 10,413 124 Fair value swap $ — $ — $226 $ 226 Fair Value Measurements at December 31, 2015 Using: (In thousands) Level 1 Level 2 Level 3 Balance at 12/31/15 ASSETS Investment Securities Obligations of U.S. Treasury and other U.S. Government sponsored entities U.S. Government sponsored entities’ asset-backed securities Equity securities Mortgage loans held for sale Mortgage IRLCs LIABILITIES $ — $522,063 $ — $522,063 — 1,941 — — 911,493 — 7,306 165 — 769 — — 911,493 2,710 7,306 165 Fair value swap $ — $ — $226 $ 226 There were no transfers between Level 1 and Level 2 during 2016 or 2015. Management’s policy is to transfer assets or liabilities from one level to another when the methodology to obtain the fair value changes such that there are more or fewer unobservable inputs as of the end of the reporting period. The following methods and assumptions were used by the Company in determining fair value of the financial assets and liabilities discussed above: Investment securities: Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not avail- able, fair values are based on quoted market prices of comparable instruments. For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows. Fair value swap: The fair value of the swap agreement entered into with the purchaser of the Visa Class B shares represents an internally developed estimate of the exposure based upon probability-weighted potential Visa litigation losses. Mortgage Interest Rate Lock Commitments (IRLCs): IRLCs are based on current secondary market pricing and are classified as Level 2. Mortgage loans held for sale: Mortgage loans held for sale are carried at their fair value. Mortgage loans held for sale are estimated using security prices for similar product types and, therefore, are classified in Level 2. Level 3 Fair Value Measurements (In thousands) Balance at January 1, 2016 Total gains (losses) Included in earnings – realized Included in earnings – unrealized Included in other comprehensive income Purchases, sales, issuances and settlements, other, net Re-evaluation of fair value swap Balance at December 31, 2016 Balance at January 1, 2015 Total gains (losses) Included in earnings – realized Included in earnings – unrealized Included in other comprehensive income Purchases, sales, issuances and settlements, other, net Re-evaluation of fair value swap Balance at December 31, 2015 Equity Securities $769 Fair Value Swap $(226) — — 21 — — $790 $776 — — (7) — — — — — — — $(226) $(226) — — — — — $769 $(226) Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis The following methods and assumptions were used by the Company in determining the fair value of assets and liabilities measured at fair value on a nonrecurring basis described below: Impaired Loans: At the time a loan is considered impaired, it is valued at the lower of cost or fair value. Impaired loans carried at fair value have been partially charged off or receive specific allocations of the allowance for loan losses. For collateral dependent loans, fair value is generally based on real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the inde- pendent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments result in a Level 3 classification of the inputs for determining fair value. Collateral is then adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, also resulting in a Level 3 fair value classi - fication. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly. Additionally, updated independent valuations are obtained annually for all impaired loans in accordance with Company policy. Other Real Estate Owned (OREO): Assets acquired through or in lieu of loan foreclosure are initially recorded at fair value less costs to sell when acquired. The carrying value of OREO is not re-measured to fair value on a recurring basis, but is subject to fair value adjustments when the carrying value exceeds the fair value, less estimated selling costs. Fair value is based on recent real estate appraisals and is updated at least annually. These appraisals may utilize a single valuation approach or a combination of approaches including the comparable sales approach and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments result in a Level 3 classification of the inputs for determining fair value. 76 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 58 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Appraisals for both collateral dependent impaired loans and OREO are per- formed by licensed appraisers. Appraisals are generally obtained to support the fair value of collateral. In general, there are three types of appraisals, real estate appraisals, income approach appraisals and lot development loan appraisals, received by the Company. These are discussed below: (cid:0) Real estate appraisals typically incorporate measures such as recent sales prices for comparable properties. Appraisers may make adjustments to the sales prices of the comparable properties as deemed appropriate based on the age, condition or general characteristics of the subject property. Management generally applies a 15% discount to real estate appraised values which management expects will cover all disposition costs (including selling costs). This 15% is based on historical discounts to appraised values on sold OREO properties. (cid:0) Income approach appraisals typically incorporate the annual net operat- ing income of the business divided by an appropriate capitalization rate, as determined by the appraiser. Management generally applies a 15% discount to income approach appraised values which management expects will cover all disposition costs (including selling costs). (cid:0) Lot development loan appraisals are typically performed using a discounted cash flow analysis. Appraisers determine an anticipated absorption period and a discount rate that takes into account an investor’s required rate of return based on recent comparable sales. Management generally applies a 6% discount to lot development appraised values, which is an additional discount above the net present value calculation included in the appraisal, to account for selling costs. MSRs: MSRs are carried at the lower of cost or fair value. MSRs do not trade in active, open markets with readily observable prices. For example, sales of MSRs do occur, but precise terms and conditions typically are not readily available. As such, management, with the assistance of a third-party specialist, determines fair value based on the discounted value of the future cash flows estimated to be received. Significant inputs include the discount rate and assumed prepayment speeds utilized. The calculated fair value is then compared to market values where possible to ascertain the reasonableness of the valuation in relation to current market expectations for similar products. Accordingly, MSRs are classified as Level 2. The following tables present assets and liabilities measured at fair value on a nonrecurring basis. Collateral dependent impaired loans are carried at fair value if they have been charged down to fair value or if a specific valuation allowance has been established. A new cost basis is established at the time a property is initially recorded in OREO. OREO properties are carried at fair value if a devaluation has been taken to the property’s value subsequent to the initial measurement. Fair Value Measurements at December 31, 2016 Using: (In thousands) Level 1 Level 2 Level 3 Impaired loans: Commercial real estate $ — Construction real estate — — Residential real estate Total impaired loans $ — $ — — — $ — $ 3,057 541 2,385 $ 5,983 Balance at 12/31/16 $ 3,057 541 2,385 $ 5,983 Mortgage servicing rights $ — $ 6,769 $ — $ 6,769 Other real estate owned: Commercial real estate — Construction real estate — — Residential real estate Total other — — — 2,644 3,322 931 2,644 3,322 931 real estate owned $ — $ — $ 6,897 $ 6,897 Fair Value Measurements at December 31, 2015 Using: (In thousands) Level 1 Level 2 Level 3 Balance at 12/31/15 Impaired loans: $ — $ — $ 3,698 $ 3,698 Commercial real estate Construction real estate: SEPH commercial land and development — Remaining commercial — — Residential real estate — — — 2,044 1,872 1,882 2,044 1,872 1,882 Total impaired loans $ — $ — $ 9,496 $ 9,496 Mortgage servicing rights $ — $ 1,867 $ — $ 1,867 Other real estate owned: Commercial real estate — Construction real estate — — Residential real estate Total other — — — 2,796 3,387 2,332 2,796 3,387 2,332 real estate owned $ — $ — $ 8,515 $ 8,515 The table below provides additional detail on those impaired loans which are recorded at fair value as well as the remaining impaired loan portfolio not included above. The remaining impaired loans consist of loans which are not collateral dependent as well as loans carried at cost as the fair value of the underlying collateral or the present value of expected future cash flows on each of the loans exceeded the book value for each respective credit. (In thousands) Year ended December 31, 2016 Impaired loans recorded at fair value Remaining impaired loans Total impaired loans Year ended December 31, 2015 Impaired loans recorded at fair value Remaining impaired loans Total impaired loans Recorded Investment Prior Charge-offs Specific Valuation Allowance Carrying Balance $ 6,379 64,047 $70,426 $11,783 68,881 $80,664 $ 3,681 21,262 $24,943 $10,512 18,193 $28,705 $ 396 152 548 $2,287 1,904 $4,191 $ 5,983 63,895 $69,878 $ 9,496 66,977 $76,473 The income (expense) from credit adjustments related to impaired loans carried at fair value for the years ended December 31, 2016, 2015 and 2014 was $0.9 million, $(2.1) million, and $(3.0) million, respectively. MSRs totaled $9.3 million at December 31, 2016. Of this $9.3 million MSR carrying balance, $6.8 million was recorded at fair value and included a valuation allowance of $0.7 million. The remaining $2.5 million was recorded at cost, as the fair value exceeded cost at December 31, 2016. At December 31, 2015, MSRs totaled $9.0 million. Of this $9.0 million MSR carrying balance, $1.9 million was recorded at fair value and included a valuation allowance of $0.5 million. The remaining $7.1 million was recorded at cost, as the fair value exceeded cost at December 31, 2015. The (expense) income related to MSRs carried at fair value for the years ended December 31, 2016, 2015 and 2014 was $(0.2) million, $0.3 million and $0.2 million, respectively. Total OREO held by Park at December 31, 2016 and 2015 was $13.9 million and $18.7 million, respectively. Approximately 50% and 46% of OREO held by Park at December 31, 2016 and 2015, respectively, was carried at fair value due to fair value adjustments made subsequent to the initial OREO measure- ment. At December 31, 2016 and 2015, OREO held at fair value, less estimated selling costs, amounted to $6.9 million and $8.5 million, respectively. The net expense related to OREO fair value adjustments was $0.6 million, $1.6 million and $2.4 million for the years ended December 31, 2016, 2015 and 2014, respectively. 77 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 59 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S The following tables present quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, 2016 and December 31, 2015: (In thousands) December 31, 2016 Impaired loans: Commercial real estate Construction real estate Residential real estate Other real estate owned: Commercial real estate Construction real estate Residential real estate December 31, 2015 Impaired loans: Commercial real estate Construction real estate: SEPH commercial land and development Remaining commercial Residential real estate Other real estate owned: Commercial real estate Construction real estate Residential real estate Fair Value Valuation Technique Unobservable Input(s) Range (Weighted Average) $3,057 541 2,385 2,644 3,322 931 $3,698 2,044 1,872 1,882 2,796 3,387 2,332 Sales comparison approach Income approach Cost approach Sales comparison approach Bulk sale approach Sales comparison approach Income approach Sales comparison approach Income approach Sales comparison approach Bulk sale approach Adj to comparables Capitalization rate Accumulated depreciation Adj to comparables Discount rate Adj to comparables Capitalization rate Adj to comparables Capitalization rate Adj to comparables Discount rate 0.0% – 90.0% (20.2%) 9.0% – 10.6% (10.1%) 17.0% – 18.0% (17.8%) 0.0% – 11.1% (1.6%) 10.0% (10.0%) 0.3% – 110.0% (17.0%) 10.0% (10.0%) 0.0% – 68.4% (26.5%) 13.0% – 14.0% (13.1%) 0.0% – 90.0% (24.7%) 15.0% (15.0%) Sales comparison approach Adj to comparables 3.2% – 79.7% (30.6%) Sales comparison approach Income approach Cost approach Sales comparison approach Bulk sale approach Sales comparison approach Bulk sale approach Sales comparison approach Income approach Cost approach Sales comparison approach Income approach Sales comparison approach Bulk sale approach Adj to comparables Capitalization rate Accumulated depreciation Adj to comparables Discount rate Adj to comparables Discount rate Adj to comparables Capitalization rate Accumulated depreciation Adj to comparables Capitalization rate Adj to comparables Discount rate 0.0% – 45.9% (20.3%) 7.0% – 13.3% (9.5%) 50.0% (50.0%) 5.0% – 40.0% (22.1%) 10.7% (10.7%) 0.0% – 25.3% (1.0%) 10.0% – 10.7% (10.0%) 0.0% – 96.7% (12.5%) 3.8% – 10.1% (9.1%) 33.3% – 50.0% (43.4%) 2.0% – 71.0% (26.9%) 9.5% (9.5%) 0.0% – 85.0% (24.3%) 15.0% (15.0%) Sales comparison approach Adj to comparables 0.1% – 61.8% (23.0%) The following methods and assumptions were used by the Corporation in esti- mating its fair value disclosures for assets and liabilities not discussed above: Cash and cash equivalents: The carrying amounts reported in the Consolidated Balance Sheets for cash and short-term instruments approximate those assets’ fair values. Other investments: FHLB stock and FRB stock within other investments are carried at their respective redemption values as it is not practical to calculate their fair values. Additional investments within this category are carried at their cost basis as these investments do not have a readily determinable fair value and Park does not have the ability to influence the operating or financial decisions of the investee. Loans receivable: For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for certain mortgage loans (e.g., one-to-four family residential) are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. The fair values for other loans are estimated using discounted cash flow analyses, based upon interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The methods utilized to estimate fair value do not necessarily represent an exit price. Off-balance sheet instruments: Fair values for the Corporation’s loan com- mitments and standby letters of credit are based on the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The carrying amount and fair value are not material. Deposit liabilities: The fair values disclosed for demand deposits (e.g., interest and non-interest checking, savings, and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts for variable-rate, fixed-term certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities of time deposits. Short-term borrowings: The carrying amounts of federal funds purchased, borrowings under repurchase agreements and other short-term borrowings approximate their fair values. Long-term debt: Fair values for long-term debt are estimated using a discounted cash flow calculation that applies interest rates currently being offered on long-term debt to a schedule of monthly maturities. Subordinated notes: Fair values for subordinated notes are estimated using a discounted cash flow calculation that applies interest rate spreads currently being offered on similar debt structures to a schedule of monthly maturities. 78 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 60 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S The fair value of financial instruments at December 31, 2016 and December 31, 2015, was as follows: Fair Value Measurements at December 31, 2016: Level 1 Level 2 Level 3 (In thousands) Financial assets: Cash and money market instruments Investment securities Accrued interest receivable – securities Accrued interest receivable – loans Mortgage loans held for sale Impaired loans carried at fair value Mortgage IRLCs Other loans Loans receivable, net Financial liabilities: Non-interest bearing checking accounts Interest bearing transaction accounts Savings accounts Time deposits Other Total deposits Short-term borrowings Long-term debt Subordinated notes Accrued interest payable – deposits Accrued interest payable – debt/borrowings Derivative financial instruments: Fair value swap Fair Value Measurements at December 31, 2015: (In thousands) Financial assets: Cash and money market instruments Investment securities Accrued interest receivable – securities Accrued interest receivable – loans Mortgage loans held for sale Impaired loans carried at fair value Mortgage IRLCs Other loans Loans receivable, net Financial liabilities: Non-interest bearing checking accounts Interest bearing transaction accounts Savings accounts Time deposits Other Total deposits Short-term borrowings Long-term debt Subordinated notes Accrued interest payable – deposits Accrued interest payable – debt/ borrowings Derivative financial instruments: Fair value swap Carrying Value $ 146,466 1,517,972 3,849 14,973 10,413 5,983 124 5,204,713 $5,221,233 $1,523,417 1,174,448 1,704,920 1,117,870 1,301 $5,521,956 $ 394,795 694,281 45,000 900 1,251 $ 226 Carrying Value $ 149,459 1,585,568 4,436 14,239 7,306 9,496 165 4,994,624 $5,011,591 $1,404,032 1,107,200 1,544,708 1,290,412 1,290 $5,347,642 $ 394,242 738,105 45,000 987 1,351 $ 226 $ 146,466 2,644 — — — — — — $ — $1,523,417 1,174,448 1,704,920 — 1,301 $4,404,086 $ $ — — — 82 1 — $ 149,459 1,941 — — — — — — $ — $1,404,032 1,107,200 1,544,708 — 1,290 $4,057,230 $ $ — — — 66 4 — $ — $ 226 $ 226 Level 1 Level 2 Level 3 $ — 1,511,377 3,849 — 10,413 — 124 — $ 10,537 $ — — — 1,122,598 — $1,122,598 $ 394,795 712,958 40,903 818 1,250 $ — 790 — 14,973 — 5,983 — 5,161,919 $5,167,902 $ $ $ — — — — — — — — — — — $ — 1,584,984 4,436 — 7,306 — 165 — $ 7,471 $ — — — 1,295,329 — $1,295,329 $ 394,242 771,420 41,596 921 1,347 $ — 769 — 14,239 — 9,496 — 4,997,318 $5,006,814 $ $ $ — — — — — — — — — — — Total Fair Value $ 146,466 1,514,811 3,849 14,973 10,413 5,983 124 5,161,919 $5,178,439 $1,523,417 1,174,448 1,704,920 1,122,598 1,301 $5,526,684 $ 394,795 712,958 40,903 900 1,251 Total Fair Value $ 149,459 1,587,694 4,436 14,239 7,306 9,496 165 4,997,318 $5,014,285 $1,404,032 1,107,200 1,544,708 1,295,329 1,290 $5,352,559 $ 394,242 771,420 41,596 987 1,351 $ — $ 226 $ 226 79 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 61 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 26. CAPITAL RATIOS Financial institution regulators have established guidelines for minimum capital ratios for banks, thrifts and bank holding companies. During the first quarter of 2015, Park adopted the Basel III regulatory capital framework as approved by the federal banking agencies. The adoption of this framework modified the cal- culation of the various capital ratios, added an additional ratio, common equity tier 1, and revised the adequately and well capitalized thresholds. Additionally, under this framework, in order to avoid limitations on capital distributions, including dividend payments, Park must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital con - servation buffer is being phased in from 0.0% for 2015 to 2.50% by 2019. The capital conservation buffer was 0.625% for 2016. The amounts shown below as the adequately capitalized ratio plus capital conservation buffer includes the fully phased-in 2.50% buffer. PNB met each of the well-capitalized ratio guidelines at December 31, 2016. The following table indicates the capital ratios for PNB and Park at December 31, 2016 and 2015. Leverage Tier 1 Risk-Based Common Equity Tier 1 Total Risk-Based As of December 31, 2016: The Park National Bank Park National Corporation Adequately capitalized ratio Adequately capitalized ratio plus capital conservation buffer Well-capitalized ratio (PNB only) As of December 31, 2015: The Park National Bank Park National Corporation Adequately capitalized ratio Adequately capitalized ratio plus capital conservation buffer Well-capitalized ratio (PNB only) 7.34% 9.56% 4.00% 4.00% 5.00% 7.06% 9.22% 4.00% 4.00% 5.00% 9.87% 12.83% 6.00% 8.50% 8.00% 9.83% 12.82% 6.00% 8.50% 8.00% 9.87% 12.55% 11.24% 14.32% 4.50% 8.00% 7.00% 6.50% 9.83% 12.54% 4.50% 7.00% 6.50% 10.50% 10.00% 11.37% 14.49% 8.00% 10.50% 10.00% Failure to meet the minimum requirements above could cause the FRB to take action. PNB is also subject to the capital requirements of its primary regulator, the OCC. As of December 31, 2016 and 2015, Park and PNB were well-capital- ized and met all capital requirements to which each was then subject. There are no conditions or events since PNB's most recent regulatory report filings, that management believes have changed the risk categories for PNB. The following table reflects various measures of capital for Park and PNB: (In thousands) Actual Amount Ratio To Be Adequately Capitalized Ratio Amount To Be Well Capitalized Amount Ratio At December 31, 2016: Total risk-based capital (to risk-weighted assets) PNB Park Tier 1 risk-based capital (to risk-weighted assets) PNB Park Leverage ratio (to average total assets) PNB Park Common equity Tier 1 (to risk-weighted assets) PNB Park At December 31, 2015: Total risk-based capital (to risk-weighted assets) PNB Park Tier 1 risk-based capital (to risk-weighted assets) PNB Park Leverage ratio (to average total assets) PNB Park Common equity Tier 1 (to risk-weighted assets) PNB Park 80 $607,269 784,406 $533,215 702,651 $533,215 702,651 $533,215 687,651 $588,467 758,988 $508,763 671,664 $508,763 671,664 $508,763 656,664 11.24% 14.32% 9.87% 12.83% 7.34% 9.56% 9.87% 12.55% 11.37% 14.49% 9.83% 12.82% 7.06% 9.22% 9.83% 12.54% $432,153 438,231 $324,115 328,673 $290,671 293,916 $243,086 246,505 $414,079 419,080 $310,560 314,310 $288,147 291,449 $232,920 235,732 8.00% 8.00% 6.00% 6.00% 4.00% 4.00% 4.50% 4.50% 8.00% 8.00% 6.00% 6.00% 4.00% 4.00% 4.50% 4.50% $540,192 N/A $432,153 N/A $363,339 N/A $351,125 N/A $517,599 N/A $414,079 N/A $360,183 N/A $336,439 N/A 10.00% N/A 8.00% N/A 5.00% N/A 6.50% N/A 10.00% N/A 8.00% N/A 5.00% N/A 6.50% N/A PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 62 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 27. SEGMENT INFORMATION The Corporation is a financial holding company headquartered in Newark, Ohio. The operating segments for the Corporation are its chartered national bank subsidiary, PNB (headquartered in Newark, Ohio), SEPH and GFSC. GAAP requires management to disclose information about the different types of business activities in which a company engages and also information on the different economic environments in which a company operates, so that the users of the financial statements can better understand a company’s perform- ance, better understand the potential for future cash flows, and make more informed judgments about the company as a whole. Park’s current operating segments are in line with GAAP as: (i) discrete financial information is available for each operating segment and (ii) the segments are aligned with internal reporting to Park’s Chief Executive Officer and President, who is the chief operating decision-maker. Operating results for the year ended December 31, 2016 (In thousands) Net interest income (loss) Provision for (recovery of) loan losses Other income (loss) Other expense Income (loss) before taxes Income taxes (benefit) Net income (loss) Balances at December 31, 2016: Assets Loans Deposits PNB $ 227,576 2,611 74,803 177,562 122,206 37,755 $ 84,451 $7,389,538 5,234,828 5,630,199 Operating results for the year ended December 31, 2015 (In thousands) Net interest income (loss) Provision for (recovery of) loan losses Other income Other expense Income (loss) before taxes Income taxes (benefit) Net income (loss) Balances at December 31, 2015: Assets Loans Deposits PNB $ 220,879 7,665 75,188 167,476 120,926 36,581 84,345 $ $7,229,764 5,029,072 5,447,293 Operating results for the year ended December 31, 2014 (In thousands) Net interest income (loss) Provision for (recovery of) loan losses Other income (loss) Other expense Income (loss) before taxes Income taxes (benefit) Net income (loss) Balances at December 31, 2014: Assets Loans Deposits PNB $ 218,641 3,517 69,384 163,641 120,867 37,960 82,907 $ $6,910,386 4,781,761 5,222,766 GFSC $ 5,874 1,887 (1) 4,457 (471) (164) (307) $ $ 32,268 32,661 3,809 GFSC $ 6,588 1,415 2 2,984 2,191 768 $ 1,423 $ 35,793 35,469 4,627 GFSC $ 7,457 1,544 (1) 4,103 1,809 634 $ 1,175 $ 40,308 40,645 5,883 SEPH $ 4,774 (9,599) 2,974 7,273 10,074 3,526 $ 6,548 $ 25,342 12,354 — SEPH (74) (4,090) 1,848 6,182 (318) (111) (207) $ $ $ 33,541 15,153 — SEPH $ 958 (12,394) 5,991 11,766 7,577 2,652 $ 4,925 $ 43,762 23,956 — $ All Other (138) — 955 9,731 (8,914) (4,357) $ (4,557) $ 20,438 (7,986) (112,052) All Other $ 239 — 513 9,972 (9,220) (4,671) $ (4,549) $ 12,256 (11,609) (104,278) All Other $ (2,012) — 175 8,000 (9,837) (4,787) $ (5,050) $ 6,743 (16,680) (100,649) Total $ 238,086 (5,101) 78,731 199,023 122,895 36,760 $ 86,135 $7,467,586 5,271,857 5,521,956 Total $ 227,632 4,990 77,551 186,614 113,579 32,567 81,012 $ $7,311,354 5,068,085 5,347,642 Total $ 225,044 (7,333) 75,549 187,510 120,416 36,459 83,957 $ $7,001,199 4,829,682 5,128,000 81 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 63 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S The following is a reconciliation of financial information for the reportable segments to the Corporation’s consolidated totals: Statements of Income for the years ended December 31, 2016, 2015 and 2014 (In thousands) Income: Dividends from subsidiaries Interest and dividends Other Total income Expense: Other, net Total expense Income before federal taxes and equity in undistributed income of subsidiaries Federal income tax benefit Income before equity in undistributed income of subsidiaries Equity in undistributed income of subsidiaries Net income Other comprehensive (loss) income(1) Comprehensive income 2016 2015 2014 $60,000 $60,000 $60,000 2,164 1,081 63,245 12,159 12,159 51,086 4,357 2,561 560 63,121 12,341 12,341 50,780 4,671 3,708 262 63,970 13,807 13,807 50,163 4,787 55,443 55,451 54,950 30,692 $86,135 (2,102) 84,033 25,561 $81,012 (2,035) 78,977 29,007 $83,957 21,811 105,768 (1) See Consolidated Statements of Comprehensive Income for other comprehensive (loss) income detail. Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014 (In thousands) Operating activities: Net income 2016 2015 2014 $ 86,135 $ 81,012 $ 83,957 Adjustments to reconcile net income to net cash provided by operating activities: Undistributed income of subsidiaries Compensation expense for issuance of treasury stock to directors Share-based compensation expense Increase in other assets (Decrease) increase in other liabilities Net cash provided by operating activities Investing activities: Repayment of investments in and advances to subsidiaries Net cash provided by investing activities Financing activities: Cash dividends paid Repayment of subordinated notes Repurchase of treasury shares Cash payment for fractional shares Net cash used in financing activities Increase (decrease) in cash Cash at beginning of year (30,692) (25,561) (29,007) 950 1,864 (3,425) (2,524) 963 865 (182) 485 801 458 (1,292) 298 52,308 57,582 55,215 15,000 10,000 32,000 15,000 10,000 32,000 (57,653) — — (4) (57,657) 9,651 102,416 (57,776) — (6,058) (3) (63,837) 3,745 98,671 (57,876) (35,250) (2,355) (5) (95,486) (8,271) 106,942 Cash at end of year $112,067 $102,416 $ 98,671 (In thousands) 2016: Totals for reportable segments Elimination of Net Interest Depreciation Income Expense Other Expense Income Taxes Assets Deposits $238,224 $8,396 $180,896 $41,117 $7,447,148 $5,634,008 intersegment items 2,164 Parent Co. totals – not eliminated (2,302) — — — — (9,204) (112,052) 9,731 (4,357) 29,642 — Totals 2015: Totals for reportable segments Elimination of $238,086 $8,396 $190,627 $36,760 $7,467,586 $5,521,956 $227,393 $7,347 $169,295 $37,238 $7,299,098 $5,451,920 intersegment items 2,561 Parent Co. totals – not eliminated (2,322) — — — — (13,557) (104,278) 9,972 (4,671) 25,813 — Totals 2014: Totals for reportable segments Elimination of $227,632 $7,347 $179,267 $32,567 $7,311,354 $5,347,642 $227,056 $7,243 $172,267 $41,246 $6,994,456 $5,228,649 intersegment items 3,708 Parent Co. totals – not eliminated (5,720) — — — — (18,556) (100,649) 8,000 (4,787) 25,299 — Totals $225,044 $7,243 $180,267 $36,459 $7,001,199 $5,128,000 28. PARENT COMPANY STATEMENTS The Parent Company statements should be read in conjunction with the consolidated financial statements and the information set forth below. Investments in subsidiaries are accounted for using the equity method of accounting. Cash represents non-interest bearing deposits with PNB. Net cash provided by operating activities reflects cash payments (received from subsidiaries) for income taxes of $4.4 million, $4.1 million and $5.8 million in 2016, 2015 and 2014, respectively. At December 31, 2016 and 2015, shareholders’ equity reflected in the Parent Company balance sheet includes $259.7 million and $199.4 million, respectively, of undistributed earnings of the Corporation’s subsidiaries which are restricted from transfer as dividends to the Corporation. Balance Sheets December 31, 2016 and 2015 (In thousands) Assets: Cash Investment in subsidiaries Debentures receivable from PNB Other investments Other assets Total assets Liabilities: Subordinated notes Other liabilities Total liabilities Total shareholders’ equity 2016 $112,067 626,569 25,000 2,962 26,651 $793,249 45,000 6,009 51,009 742,240 Total liabilities and shareholders’ equity $793,249 2015 $102,416 613,383 25,000 2,341 23,443 $766,583 45,000 8,228 53,228 713,355 $766,583 82 PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 64 N O T E S PNC_AR2016_K+PMS286_PressFinal.qxp 2/21/17 3:27 PM Page 65 N O T E S PARK NATIONAL CORPORATION Post Office Box 3500 Newark, Ohio 43058-3500 740.349.8451 ParkNationalCorp.com 

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