NOTE

ACQUISITIONS

Citizens National Bank

September

2016,

Simmons First National Corporation completed the acquisition of Citizens National Bank (“Citizens”), headquartered in Athens, Tennessee. The Company issued

835,741

shares of its common stock valued at approximately

$41.3

million as of

September

2016,

plus

$35.0

million in cash in exchange for all outstanding shares of Citizens common stock.

Prior to the acquisition, Citizens conducted banking business from

branches located in east Tennessee. Including the effects of the acquisition method accounting adjustments, the Company acquired approximately

$585.5

million in assets, including approximately

$340.9

million in loans (inclusive of loan discounts) and approximately

$509.9

million in deposits. The Company completed the systems conversion and merged Citizens into Simmons Bank on

October

21,

2016.

Goodwill of

$21.5

million was recorded as a result of the transaction. The merger strengthened the Company’s position in the east Tennessee market and the Company is able to achieve cost savings by integrating the

two

companies and combining accounting, data processing, and other administrative functions all of which gave rise to the goodwill recorded. The goodwill will be deductible for tax purposes.

A summary, at fair value, of the assets acquired and liabilities assumed in the Citizens transaction, as of the acquisition date, is as follows:

(In thousands)	Acquired from Citizens			Fair Value Adjustments			Fair Value

Assets Acquired
Cash and due from banks	$	131,467		$	--		$	131,467
Federal funds sold		10,000			--			10,000
Investment securities		61,987			1			61,988
Loans acquired		350,361			(9,511	)		340,850
Allowance for loan losses		(4,313	)		4,313			--
Foreclosed assets		4,960			(1,518	)		3,442
Premises and equipment		6,746			1,339			8,085
Bank owned life insurance		6,632			--			6,632
Core deposit intangible		--			5,075			5,075
Other intangibles		--			591			591
Other assets		17,364			6			17,370
Total assets acquired	$	585,204		$	296		$	585,500

Liabilities Assumed
Deposits:
Non-interest bearing transaction accounts	$	109,281		$	--		$	109,281
Interest bearing transaction accounts and savings deposits		204,912			--			204,912
Time deposits		195,664			--			195,664
Total deposits		509,857			--			509,857
Securities sold under agreement to repurchase		13,233			--			13,233
FHLB borrowings		4,000			47			4,047
Accrued interest and other liabilities		3,558			--			3,558
Total liabilities assumed		530,648			47			530,695
Equity		54,556			(54,556	)		--
Total equity assumed		54,556			(54,556	)		--
Total liabilities and equity assumed	$	585,204		$	(54,509	)	$	530,695
Net assets acquired								54,805
Purchase price								76,300
Goodwill							$	21,495

The purchase price allocation and certain fair value measurements remain preliminary due to the timing of the acquisition. Management will continue to review the estimated fair values and to evaluate the assumed tax positions. The Company expects to finalize its analysis of the acquired assets and assumed liabilities in this transaction over the next few months, within

one

year of the acquisition. Therefore, adjustments to the estimated amounts and carrying values

may

occur.

The Company’s operating results for

2016

include the operating results of the acquired assets and assumed liabilities of Citizens subsequent to the acquisition date.

Liberty Bancshares, Inc.

February

27,

2015,

Simmons First National Corporation completed the acquisition of Liberty Bancshares, Inc. (“Liberty”), headquartered in Springfield, Missouri, including its wholly-owned bank subsidiary Liberty Bank (“LB”). The Company issued

5,181,337

shares of its common stock valued at approximately

$212.2

million as of

February

27,

2015

in exchange for all outstanding shares of Liberty common stock.

Prior to the acquisition, Liberty conducted banking business from

branches located in southwest Missouri. Including the effects of the acquisition method accounting adjustments, the Company acquired approximately

$1.1

billion in assets, including approximately

$780.7

million in loans (inclusive of loan discounts) and approximately

$874.7

million in deposits. The Company completed the systems conversion and merged LB into Simmons First National Bank on

April

24,

2015.

Goodwill of

$95.2

million was recorded as a result of the transaction. The merger strengthened the Company’s position in the southwest Missouri market and the Company is able to achieve cost savings by integrating the

two

companies and combining accounting, data processing, and other administrative functions all of which give rise to the goodwill recorded. The goodwill will not be deductible for tax purposes.

A summary, at fair value, of the assets acquired and liabilities assumed in the Liberty transaction, as of the acquisition date, is as follows:

(In thousands)	Acquired from Liberty			Fair Value Adjustments			Fair Value

Assets Acquired
Cash and due from banks, including time deposits	$	102,637		$	(14	)	$	102,623
Federal funds sold		7,060			--			7,060
Investment securities		99,123			(335	)		98,788
Loans acquired, not covered by FDIC loss share		790,493			(9,835	)		780,658
Allowance for loan losses		(10,422	)		10,422			--
Premises and equipment		34,239			(3,215	)		31,024
Bank owned life insurance		16,972			--			16,972
Core deposit intangible		699			13,857			14,556
Other intangibles		3,063			(3,063	)		--
Other assets		17,703			(3,112	)		14,591
Total assets acquired	$	1,061,567		$	4,705		$	1,066,272

Liabilities Assumed
Deposits:
Non-interest bearing transaction accounts	$	146,618		$	--		$	146,618
Interest bearing transaction accounts and savings deposits		543,183			--			543,183
Time deposits		184,913			--			184,913
Total deposits		874,714			--			874,714
FHLB borrowings		46,128			223			46,351
Subordinated debentures		20,620			(510	)		20,110
Accrued interest and other liabilities		7,828			300			8,128
Total liabilities assumed		949,290			13			949,303
Equity		112,277			(112,277	)		--
Total equity assumed		112,277			(112,277	)		--
Total liabilities and equity assumed	$	1,061,567		$	(112,264	)	$	949,303
Net assets acquired								116,969
Purchase price								212,176
Goodwill							$	95,207

During

2015

the Company finalized its analysis of the acquired loans and subordinated debentures along with the other acquired assets and assumed liabilities.

The Company’s operating results for

2016

and

2015

include the operating results of the acquired assets and assumed liabilities of Liberty subsequent to the acquisition date.

Community First Bancshares, Inc.

February

27,

2015,

Simmons First National Corporation completed the acquisition of Community First Bancshares, Inc. (“Community First”), headquartered in Union City, Tennessee, including its wholly-owned bank subsidiary First State Bank (“FSB”). The Company issued

6,552,915

shares of its common stock valued at approximately

$268.3

million as of

February

27,

2015,

plus

$9,974

in cash in exchange for all outstanding shares of Community First common stock. The Company also issued

$30.9

million of preferred stock in exchange for all outstanding shares of Community First preferred stock. On

January

29,

2016,

the Company redeemed all of the preferred stock, including accrued and unpaid dividends.

Prior to the acquisition, Community First conducted banking business from

branches located across Tennessee. Including the effects of the acquisition method accounting adjustments, the Company acquired approximately

$1.9

billion in assets, including approximately

$1.1

billion in loans (inclusive loan discounts) and approximately

$1.5

billion in deposits. The Company completed the systems conversion and merged FSB into Simmons First National Bank on

September

2015.

Goodwill of

$110.4

million was recorded as a result of the transaction. The merger allowed the Company’s entrance into the Tennessee market and served as a launching platform for expansion into adjacent areas. The Company is able to achieve cost savings by integrating the

two

companies and combining accounting, data processing, and other administrative functions. Further the Company will benefit from the addition of Community First's small-business lending platform while cross-selling its trust products in Community First’s market. This combination of factors gave rise to the goodwill recorded. The goodwill will not be deductible for tax purposes.

A summary, at fair value, of the assets acquired and liabilities assumed in the Community First transaction, as of the acquisition date, is as follows:

(In thousands)	Acquired from Community First			Fair Value Adjustments			Fair Value

Assets Acquired
Cash and due from banks	$	39,848		$	--		$	39,848
Federal funds sold		76,508			--			76,508
Investment securities		570,199			(3,381	)		566,818
Loans acquired, not covered by FDIC loss share		1,163,398			(26,855	)		1,136,543
Allowance for loan losses		(14,635	)		14,635			--
Foreclosed assets not covered by FDIC loss share		747			--			747
Premises and equipment		44,837			(2,794	)		42,043
Bank owned life insurance		22,149			--			22,149
Goodwill		100			(100	)		--
Core deposit intangible		--			11,273			11,273
Other intangibles		--			420			420
Deferred tax asset		3,700			3,538			7,238
Other assets		11,474			--			11,474
Total assets acquired	$	1,918,325		$	(3,264	)	$	1,915,061

Liabilities Assumed
Deposits:
Non-interest bearing transaction accounts	$	103,825		$	--		$	103,825
Interest bearing transaction accounts and savings deposits		995,207			--			995,207
Time deposits		436,181			849			437,030
Total deposits		1,535,213			849			1,536,062
Federal funds purchased and securities sold under agreement to repurchase		16,230			--			16,230
FHLB borrowings		143,047			674			143,721
Subordinated debentures		21,754			(840	)		20,914
Accrued interest and other liabilities		8,769			601			9,370
Total liabilities assumed		1,725,013			1,284			1,726,297
Equity		193,312			(193,312	)		--
Total equity assumed		193,312			(193,312	)		--
Total liabilities and equity assumed	$	1,918,325		$	(192,028	)	$	1,726,297
Net assets acquired								188,764
Purchase price								299,204
Goodwill							$	110,440

During

2015

the Company finalized its analysis of the acquired loans and subordinated debentures along with the other acquired assets and assumed liabilities.

The Company’s operating results for

2016

and

2015

include the operating results of the acquired assets and assumed liabilities of Community First subsequent to the acquisition date.

Summary of Unaudited Pro forma Information

The unaudited pro forma information below for the years ended

December

31,

2015

and

2014

gives effect to the Liberty and Community First acquisitions as if the acquisitions had occurred on

January

2014.

Pro forma earnings for the year ended

December

31,

2015

were adjusted to exclude

$7.4

million of acquisition-related costs, net of tax, incurred by Simmons during

2015.The

pro forma financial information is not necessarily indicative of the results of operations if the acquisitions had been effective as of this date.

	Years Ended December 31
(In thousands, except per share data)	2015		2014
Revenue (1)	$	395,959	$	390,606
Net income	$	85,773	$	64,166
Earnings per share	$	2.68	$	2.24

___________________________

(1)

Net interest income plus noninterest income.

Consolidated year-to-date

2015

results included approximately

$46.0

million of revenue and

$24.2

million of net income attributable to the Liberty acquisition and

$77.3

million of revenue and

$33.3

million of net income attributable to the Community First acquisition.

Ozark Trust & Investment Corporation

October

29,

2015,

Simmons First National Corporation completed the acquisition of Ozark Trust & Investment Corporation (“Ozark Trust”), headquartered in Springfield, Missouri, including its wholly-owned non-deposit trust company, Trust Company of the Ozarks (“TCO”). Simmons issued

339,290

shares of its common stock valued at approximately

$17.9

million as of

October

29,

2015,

plus

$5.8

million in cash in exchange for all outstanding shares of Ozark Trust common stock.

Prior to the acquisition, Ozark Trust had over

billion in assets under management. The Company owned

1,000

shares of Ozark Trust’s common stock, which it acquired through its acquisition of Liberty in

February

2015.

The purchase price is allocated among the net assets of Ozark Trust acquired as appropriate, with the remaining balance being reported as goodwill.

A summary, at fair value, of the assets acquired and liabilities assumed in the Ozark Trust transaction, as of the acquisition date, is as follows:

(In thousands)	Acquired from Ozark Trust		Fair Value Adjustments			Fair Value

Assets Acquired
Cash	$	1,756	$	--		$	1,756
Investment securities		241		--			241
Premises and equipment		1,126		418			1,544
Other intangibles		--		9,733			9,733
Other assets		752		869			1,621
Total assets acquired	$	3,875	$	11,020		$	14,895

Liabilities Assumed
Deferred tax liability		63		4,175			4,238
Accrued and other liabilities		302		--			302
Total liabilities assumed		365		4,175			4,540
Equity		3,510		(3,510	)		--
Total equity assumed		3,510		(3,510	)		--
Total liabilities and equity assumed	$	3,875	$	665		$	4,540
Net assets acquired							10,355
Purchase price							23,623
Goodwill						$	13,268

During

2015

the Company finalized its analysis of the acquired loans and subordinated debentures along with the other acquired assets and assumed liabilities.

The Company’s operating results for

2016

and

2015

include the operating results of the acquired assets and assumed liabilities of Ozark Trust subsequent to the acquisition date.

Delta Trust & Banking Corporation

August

31,

2014,

Simmons First National Corporation completed the acquisition of Delta Trust & Banking Corporation (“Delta Trust”), headquartered in Little Rock, Arkansas, including its wholly-owned bank subsidiary Delta Trust & Bank (“DTB”). Simmons issued

1,629,515

shares of its common stock valued at approximately

$65.0

million as of

August

29,

2014,

plus

$2.4

million in cash in exchange for all outstanding shares of Delta Trust common stock.

Prior to the acquisition, Delta Trust conducted banking business from

branches located in central, south and northwest Arkansas. Including the effects of the purchase accounting adjustments, the Company acquired approximately

$417

million in assets, approximately

$312

million in loans including loan discounts and approximately

$355

million in deposits. The Company completed the systems conversion and merged DTB into Simmons Bank on

October

24,

2014.

A summary, at fair value, of the assets acquired and liabilities assumed in the Delta Trust transaction, as of the acquisition date, is as follows:

(In thousands)	Acquired from Delta Trust			Fair Value Adjustments			Fair Value

Assets Acquired
Cash and due from banks	$	13,739		$	--		$	13,739
Investment securities		62,410			(37	)		62,373
Loans acquired, not covered by FDIC loss share		326,829			(15,149	)		311,680
Allowance for loan losses		(6,008	)		6,008			--
Foreclosed assets not covered by FDIC loss share		3,262			(1,471	)		1,791
Premises and equipment		4,405			(433	)		3,972
Bank owned life insurance		7,530			--			7,530
Goodwill		822			(822	)		--
Core deposit intangible		--			4,318			4,318
Other intangibles		137			5,003			5,140
Deferred tax asset		1,859			558			2,417
Other assets		5,807			(1,381	)		4,426
Total assets acquired	$	420,792		$	(3,406	)	$	417,386

Liabilities Assumed
Deposits:
Non-interest bearing transaction accounts	$	63,259		$	--		$	63,259
Interest bearing transaction accounts and savings deposits		200,596			--			200,596
Time deposits		91,507			--			91,507
Total deposits		355,362			--			355,362
Fed funds purchased		11,100			--			11,100
FHLB borrowings		11,106			(129	)		10,977
Accrued interest and other liabilities		1,528			--			1,528
Total liabilities assumed		379,096			(129	)		378,967
Equity		41,696			(41,696	)		--
Total equity assumed		41,696			(41,696	)		--
Total liabilities and equity assumed	$	420,792		$	(41,825	)	$	378,967
Net assets acquired								38,419
Purchase price								67,441
Goodwill							$	29,022

During

2015

the Company finalized its analysis of the acquired loans along with the other acquired assets and assumed liabilities in this transaction.

The Company’s operating results for

2016,

2015

and

2014

include the operating results of the acquired assets and assumed liabilities of Delta Trust subsequent to the acquisition date.

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented in the acquisitions above.

Cash and due from banks, time deposits due from banks and federal funds sold

– The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets. Due from banks – time were acquired with an adjustment to fair value based on rates currently available to the Company for deposits in banks with similar maturities.

Investment securities

– Investment securities were acquired with an adjustment to fair value based upon quoted market prices if material. Otherwise, the carrying amount of these assets was deemed to be a reasonable estimate of fair value.

Loans acquired

– Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and current discount rates. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns. The discount rate does not include a factor for credit losses as that has been included in the estimated cash flows. Loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques.

Foreclosed assets held for sale

– These assets are presented at the estimated present values that management expects to receive when the properties are sold, net of related costs of disposal.

Premises and equipment

– Bank premises and equipment were acquired with an adjustment to fair value, which represents the difference between the Company’s current analysis of property and equipment values completed in connection with the acquisition and book value acquired.

Bank owned life insurance

– Bank owned life insurance is carried at its current cash surrender value, which is the most reasonable estimate of fair value.

Goodwill

– The consideration paid as a result of the acquisition exceeded the fair value of the assets acquired, resulting in an intangible asset, goodwill. Goodwill established prior to the acquisitions, if applicable, was written off.

Core deposit intangible

– This intangible asset represents the value of the relationships that the acquired banks had with their deposit customers. The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base and the net maintenance cost attributable to customer deposits. Core deposit intangible established prior to the acquisitions, if applicable, was written off.

Other intangibles

– These intangible assets represent the value of the relationships that Delta Trust’s investment subsidiary, Community First’s and Delta Trust’s insurance subsidiaries, and Ozark Trust and Delta Trust’s trust department had with their customers. The fair value of these intangible assets was estimated based on a combination of discounted cash flow methodology and a market valuation approach. Other intangibles established prior to the acquisitions, if applicable, was written off.

Deferred tax asset

– The deferred tax asset is based on

39.225%

of fair value adjustments related to the acquired assets and assumed liabilities and on a calculation of future tax benefits. The Company also recorded Liberty’s, Community First’s, Ozark Trust’s and Delta Trust’s remaining deferred tax assets and liabilities as of the acquisition date.

Other assets

– The fair value adjustment results from certain assets whose value was estimated to be less than book value, such as certain prepaid assets, receivables and other miscellaneous assets. Otherwise, the carrying amount of these assets was deemed to be a reasonable estimate of fair value.

Deposits

– The fair values used for the demand and savings deposits that comprise the transaction accounts acquired, by definition equal the amount payable on demand at the acquisition date. The Company performed a fair value analysis of the estimated weighted average interest rate of the certificates of deposits compared to the current market rates and recorded a fair value adjustment for the difference when material.

Federal funds purchased and securities sold under agreement to repurchase

– The carrying amount of federal funds purchased and securities sold under agreement to repurchase is a reasonable estimate of fair value based on the short-term nature of these liabilities.

FHLB borrowings

– The fair value of Federal Home Loan Bank borrowings is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.

Subordinated debentures

– The fair value of subordinated debentures is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.

Accrued interest and other liabilities

– The adjustment establishes a liability for unfunded commitments equal to the fair value of that liability at the date of acquisition.