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Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Sierra Bancorp and Subsidiary
Porterville, California
We have audited Sierra Bancorp and Subsidiary’s (the Company’s) internal control over financial reporting as of
December 31, 2014, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Commit-
tee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control
over financial reporting. Our responsibility is to express an opinion on the effectiveness of the Company’s internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material respects. 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 audit also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
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 conformity with U.S.
generally accepted accounting principles. Because management’s assessment and our audit were conducted to also meet
the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA),
management’s assessment and our audit of the Company’s internal control over financial reporting included controls over
the preparation of financial statements in accordance with instructions to the Consolidated Financial Statements for Bank
Holding Companies (Form FR Y-9C). 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 U.S. generally accepted accounting
principles, and the 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 Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2014, based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board, the
consolidated balance sheets of the Company as of December 31, 2014 and 2013, and the related consolidated statements of
income, shareholders’ equity and comprehensive income and cash flows for each of the years in the three year period
ended December 31, 2014, and our report dated March 12, 2015 expressed an unqualified opinion on those financial
statements.
/s/ Vavrinek, Trine, Day & Co., LLP
Rancho Cucamonga, California
March 12, 2015
