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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, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Spon-
soring 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 accordance 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, 2015, 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, 2015 and 2014, 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, 2015, and our report dated March 11, 2016 expressed an unqualified opinion on those financial statements.
/s/ Vavrinek, Trine, Day & Co., LLP
Rancho Cucamonga, California
March 11, 2016