12

PFF BANCORP, INC. AND SUBSIDIARY
Management's Discussion and Analysis
(Continued)

Rate/Volume Analysis

The following table presents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected the Company's interest income and interest expense during the periods indicated. Information is provided in each category with respect to: (i) changes attributable to changes in volume (changes in volume multiplied by prior rate); (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume); (iii) changes attributable to changes in rate/volume (change in rate multiplied by change in volume); and (iv) the net change.

13

Forward-Looking Statements

Except for historical information contained herein, the matters discussed in this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that involve substantial risks and uncertainties. When used in this report, or in the documents incorporated by reference herein, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify certain of such forward-looking statements. Actual results could differ materially from such forward-looking statements contained herein. Factors that could cause future results to vary from current expectations include, but are not limited to, the following: changes in economic conditions (both generally and more specifically in the markets in which the Company operates); changes in interest rates, deposit flows, loan demand, real estate values and competition; changes in accounting principles, policies or guidelines and in government legislation and regulation (which change from time to time and over which the Company has no control); other factors affecting the Company's operations, markets, products and services, and other risks detailed in this Form 10-Q and in the Company's other Securities and Exchange Commission filings. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

Comparison of Operating Results for the Three Months Ended December 31, 2001 and 2000

General

The Company recorded net earnings of $9.6 million or $0.72 per diluted share for the three months ended December 31, 2001, compared to net earnings of $6.7 million or $0.52 per diluted share for the comparable period of 2000. Net earnings for the quarter ended December 31, 2001, were increased by $730,000 or $0.06 per diluted share arising from the reversal of $1.3 million of interest expense that had been accrued over the past five fiscal years in connection with a state income tax appeal that was resolved in favor of the Company during the current quarter. Net earnings for the current quarter were reduced by $266,000 or $0.02 per diluted share arising from the reversal of a $458,000 over accrual of interest income during the previous two quarters.

Core net earnings (defined as net earnings excluding the after-tax impact of trading portfolio activity and the interest adjustments noted above) increased 25 percent to $8.9 million or $0.67 per diluted share for the three months ended December 31, 2001, from $7.2 million or $0.56 per diluted share for the comparable period of 2000.

Net interest income was $29.3 million for the three months ended December 31, 2001, compared to $24.6 million for the comparable period of 2000. Net interest income excluding the interest adjustments noted above ("core net interest income") was $28.5 million for the current quarter, an increase of $4.0 million or 16 percent from the comparable period of the prior year. The increase in core net interest income was attributable to a 61 basis point expansion of the Company's net interest spread (excluding adjustments) from 3.02 percent for the quarter ended December 31, 2000, to 3.63 percent for the current quarter. The 61 basis point expansion in net interest spread was attributable to a 179 basis point decrease in average cost of interest bearing liabilities partially offset by a 118 basis point reduction in the average yield on interest-earning assets. The non-recurring interest income and expense adjustments noted above increased net interest spread for the three months ended December 31, 2001, by an additional 13 basis points to 3.76%.

Provision for loan losses was $1.3 million for the three months ended December 31, 2001 and 2000. Total non-interest income was $4.7 million for the three months ended December 31, 2001, compared to $2.7 million for the comparable period of 2000. Total non-interest expense was $16.3 million for the three months ended December 31, 2001, compared to $14.4 million for the comparable period of 2000

14

Interest Income

Interest income was $52.5 million for the three months ended December 31, 2001, compared to $61.4 million for the comparable period of 2000. Excluding the $458,000 reversal, (which reduced interest income on interest-earning deposits and short-term investments), interest income was $53.0 million for the three months ended December 31, 2001, a $8.5 million decrease from the comparable period of 2000. The $8.5 million decrease in interest income was attributable to a 118 basis point decrease in average yield on interest-earning assets from 8.44% for the three months ended December 31, 2000, to 7.26% (excluding 6 basis points attributable to the adjustment noted above) for the comparable period of 2001.

Average yield on loans receivable, net decreased 115 basis points from 8.82% for the three months ended December 31, 2000, to 7.67% for the comparable period of 2001. The decrease in the average yield on loans receivable, net was attributable to the reduction in the general level of interest rates. Approximately $1.61 billion of the Bank's loans receivable are adjustable rate. This does not include approximately $571.4 million of hybrid adjustable rate mortgages (ARMs) that are still in their initial fixed rate periods generally ranging from three to five years. Of the $1.61 billion of adjustable rate loans, $515.6 million are indexed to Prime, $369.6 million are indexed to the One-year Constant Maturity Treasury (CMT) and $474.0 million are indexed to the Eleventh District Cost of Funds Index (COFI). Based on end of month levels, Prime, One-year CMT and COFI decreased 4.75%, 3.38% and 2.54%, respectively between December 31, 2000 and 2001. The downward movement in average yield on loans receivable, net was partially mitigated by a $163.0 million increase in the average aggregate disbursed balance of construction, commercial business, commercial real estate and consumer loans (the "Four-Cs") from $864.8 million or 37 percent of average loans receivable, net for the three months ended December 31, 2000, to $1.03 billion or 42 percent of loans receivable, net for the comparable period of December 31, 2001.

The average yield on the aggregate balance of investment securities, mortgage-backed securities and collateralized mortgage obligations (collectively, "securities") was 5.61% for the three months ended December 31, 2001, compared to 7.00% for the comparable period of 2000. The decrease in the average yield on securities reflects the impact of the decrease in the general level of interest rates.

Average interest-earning assets were $2.92 billion for both the three months ended December 31, 2000 and 2001. The average aggregate balance of securities decreased $102.9 million from $507.2 million for the three months ended December 31, 2000, to $404.3 million for the comparable period of 2001. The decrease in securities reflects the Company's strategy of increasing the proportion of its total interest-earning assets comprised by loans receivable. The average balance of loans receivable, net increased $110.0 million from $2.33 billion for the three months ended December 31, 2000, to $2.44 billion for the comparable period of 2001. The average balance of loans receivable, net as a percentage of total average interest earning assets increased from 80 percent for the three months ended December 31, 2000, to 84 percent for the comparable period of 2001.

Interest Expense

Interest expense was $23.2 million for the three months ended December 31, 2001, compared to $36.9 million for the comparable period of 2000. Excluding the $1.3 million reversal, (which reduced other interest expense) interest expense was $24.4 million for the three months ended December 31, 2001, a decrease of $12.4 million from the comparable period of 2000. The $12.4 million decrease in interest expense was attributable to a 179 basis point decrease in the average cost of interest-bearing liabilities from 5.42% for the three months ended December 31, 2000, to 3.63 % (excluding 19 basis points attributable to the adjustment noted above) for the comparable period of 2001 coupled with a $27.2 million decrease in average interest-bearing liabilities from $2.70 billion for the three months ended December 31, 2000, to $2.67 billion for the comparable period of 2001.

15

Average total deposits increased $121.6 million from $1.94 billion for the three months ended December 31, 2000, to $2.06 billion for the comparable period of 2001. Reflecting the Bank's successful strategy of developing a lower cost, more stable deposit base, the average balance of core deposits increased $123.8 million from $759.9 million for the three months ended December 31, 2000, to $883.7 million for the comparable period of 2001. The average balance of core deposits as a percentage of average total deposits increased from 39% for the three months ended December 31, 2000, to 43% for the comparable period of 2001. The average costs of core deposits and certificates of deposit (C.D.s) were 1.80% and 4.48%, respectively for the three months ended December 31, 2001, compared to 3.18% and 6.25%, respectively for the comparable period of 2000, reflecting the decrease in the general level of interest rates

Provision for Loan Losses

Provision for loan losses was $1.3 million for the three months ended December 31, 2000 and 2001. See "Comparison of Financial Condition at December 31, 2001 and March 31, 2001".

Non-Interest Income

Non-interest income was $4.7 million for the three months ended December 31, 2001, compared to $2.7 million for the comparable period of 2000. Non-interest income excluding trading securities activity, (core non-interest income) was $4.4 million for the three months ended December 31, 2001, compared to $3.5 million for the comparable period of 2000. The increase in loan and servicing fees from $914,000 for the three months ended December 31, 2000, to $1.3 million for the comparable period of 2001 was attributable to an increase in fees received in connection with higher levels of loan repayments. Total loan principal paydowns were $428.7 million for the three months ended December 31, 2001, compared to $264.4 million for the comparable period of 2000. The increase in trust fees from $237,000 for the three months ended December 31, 2000 to $502,000 for the comparable period of 2001 was attributable to a $291,000 non-recurring downward adjustment of trust fees in December 2000.

Non-Interest Expense

Non-interest expense was $16.3 million for the three months ended December 31, 2001, compared to $14.4 million for the comparable period of 2000. General and administrative expense was $16.3 million or, on an annualized basis, 2.19 percent of average assets for the three months ended December 31, 2001, compared to $14.7 million or, on an annualized basis, 1.97 percent of average assets for the comparable period of 2000. Compensation and benefits expense was $8.9 million for the three months ended December 31, 2001, compared to $7.9 million for the comparable period in 2000. Included in compensation and benefits expense are non-cash charges associated with the amortization of shares under the Company's Employee Stock Ownership Plan (ESOP) and 1996 Incentive Plan of $1.2 million for the three months ended December 31, 2001, compared to $1.4 million for the comparable period of 2000.

16

Income Taxes

Income taxes were $6.9 million for the three months ended December 31, 2001, compared to $4.9 million for the comparable period of 2000. The effective tax rate was 42.0% for the three months ended December 31, 2001, compared to 42.2% for the comparable period of 2000.

Comparison of Operating Results for the Nine Months Ended December 31, 2001 and 2000

General

The Company recorded net earnings of $26.5 million or $2.01 per diluted share for the nine months ended December 31, 2001, compared to net earnings of $21.2 million or $1.66 per diluted share for the comparable period of 2000. Core net earnings increased to $25.9 million or $1.96 per diluted share for the nine months ended December 31, 2001, from $21.8 million or $1.71 per diluted share for the comparable period of 2000.

Net interest income was $82.4 million for the nine months ended December 31, 2001, compared to $71.7 million for the comparable period of 2000. Core net interest income was $81.1 million for the nine months ended December 31, 2001, an increase of $9.4 million from the comparable period of the prior year. The $9.4 million increase in core net interest income was attributable to a 57 basis point expansion of the Company's net interest spread from 2.92% for the nine months ended December 31, 2000, to 3.49% for the comparable period of 2001. The 57 basis point expansion in net interest spread was comprised of a 114 basis point decrease in average cost of interest-bearing liabilities, partially offset by a 57 basis point decrease in average yield on interest-earning assets. The non-recurring interest expense adjustment noted above increased net interest spread for the nine months ended December 31, 2001, by an additional 6 basis points to 3.49%.

Provision for loan losses was $3.8 million for the nine months ended December 31, 2001 and 2000.

Total non-interest income was $12.7 million for the nine months ended December 31, 2001, compared to $10.6 million for the comparable period of 2000. Total non-interest expense was $45.5 million for the nine months ended December 31, 2001, compared to $41.7 million for the comparable period of 2000.

Interest Income

Interest income was $165.4 million for the nine months ended December 31, 2001, compared to $180.5 million for the comparable period of 2000. The $15.0 million decrease in interest income was attributable to a 57 basis point decrease in average yield on interest-earning assets from 8.22% for the nine months ended December 31, 2000, to 7.65% for the comparable period of 2001, coupled with a $46.1 million decrease in average interest-earning assets from $2.93 billion for the nine months ended December 31, 2000, to $2.88 billion for the comparable period of 2001.

Average yield on loans receivable, net decreased 50 basis points from 8.57% for the nine months ended December 31, 2000, to 8.07% for the comparable period of 2001. The decrease in the average yield on loans receivable, net was attributable to the reduction in the general level of interest rates.

The average yield on securities decreased 83 basis points from 6.83% for the nine months ended December 31, 2000, to 6.00% for the comparable period of 2001 also reflecting the impact of the decrease in the general level of interest rates.

The $46.1 million decrease in average interest earnings assets was due to a $102.9 million decrease in the average balance of securities from $531.0 million for the nine months ended December 31, 2000, to $428.1 million for the comparable period of 2001. The average balance of loans receivable, net increased $45.3 million from $2.33 billion for the nine months ended December 31, 2000, to $2.37 billion for the comparable period of 2001. The average aggregate disbursed balance of the Four-Cs increased $147.2 million from $808.1 million for the nine months ended December 31, 2000, to $955.3 million for the comparable period of 2001. During April 2000 the Bank received a $329,000 special dividend from the FHLB of San Francisco. This special dividend increased the average yield on interest-earning assets for the nine months ended December 31, 2000, by one basis point.

17

Interest Expense

Interest expense was $83.1 million for the nine months ended December 31, 2001, compared to $108.8 million for the comparable period of 2000. Excluding the $1.3 million reversal, interest expense for the nine months ended December 31, 2001, was $84.3 million, a decrease of $24.4 million from the comparable period of 2000. The $24.4 million decrease in interest expense was attributable to a 108 basis point decrease in the average cost of interest-bearing liabilities from 5.30% for the nine months ended December 31, 2000, to 4.22% for the comparable period of 2001 coupled with a $74.1 million decrease in average interest-bearing liabilities from $2.73 billion for the nine months ended December 31, 2000, to $2.65 billion for the comparable period of 2001.

Average total deposits increased $123.9 million from $1.92 billion for the nine months ended December 31, 2000, to $2.04 billion for the comparable period of 2001. The average balance of core deposits increased $104.0 million from $747.3 million for the nine months ended December 31, 2000, to $851.3 million for the comparable period of 2001. The average balance of core deposits as a percentage of average total deposits increased from 39% for the nine months ended December 31, 2000, to 42% for the comparable period of 2001. The decrease in the average cost of deposits from 4.89% for the nine months ended December 31, 2000, to 3.92% for the comparable period of 2001 reflects the decrease in the general level of interest rates coupled with the growth in core deposits. The average costs of core deposits and C.D.s were 2.14% and 5.19%, respectively for the nine months ended December 31, 2001, compared to 3.12% and 6.02%, respectively for the comparable period of 2000.

Provision for Loan Losses

Provision for loan losses was $3.8 million for both the nine months ended December 31, 2001 and 2000. See "Comparison of Financial Condition at December 31, 2001 and March 31, 2001."

Non-Interest Income

Non-interest income was $12.7 million for the nine months ended December 31, 2001, compared to $10.6 million for the comparable period of 2000. Core non-interest income increased from $11.6 million for the nine months ended December 31, 2000, to $12.7 for the comparable period of 2001. The increase in loan and servicing fees from $2.8 million for the nine months ended December 31, 2000, to $3.6 million for the comparable period of 2001 is attributable to an increase in fees received in connection with loan repayments. Total principal repayments were $1.12 billion for the nine months ended December 31, 2001, compared to $781.2 million for the comparable period of 2000.

Non-Interest Expense

Non-interest expense and general and administrative expense was $45.5 million or 2.04% of assets for the nine months ended December 31, 2001. Non-interest expense was $41.7 million and general and administrative expense was $42.1 million or 1.88% of assets for the comparable period of 2000. Compensation and benefits expense was $24.9 million for the nine months ended December 31, 2001, compared to $22.6 million for the comparable period in 2000. The increase in compensation and benefits reflects increase in staffing levels associated with the Bank's addition of a new branch in La Quinta, California in February 2001 as well as the addition of the experienced banking professionals required to support the growth in the Four-Cs and core deposits. Non-cash charges associated with the amortization of shares under the Company's ESOP and 1996 Incentive Plan increased from $4.1 million for the nine months ended December 31, 2000, to $4.3 million for the comparable period of 2001. The increase in marketing and professional services expense from $4.1 million for the nine months ended December 31, 2000, to $5.1 million for the comparable period of 2001 reflects an increase in the Bank's marketing expenditures directed toward the rapidly growing Hispanic community.

18

Income Taxes

Income taxes were $19.3 million for the nine months ended December 31, 2001, compared to $15.6 million for the comparable period of 2000. The effective tax rate was 42.0% for the nine months ended December 31, 2001, compared to 42.5% for the comparable period of 2000.

Comparison of Financial Condition at December 31, 2001 and March 31, 2001

Total assets increased $88.6 million from $2.89 billion at March 31, 2001, to $2.97 billion at December 31, 2001. Loans receivable, net increased $154.1 million from $2.29 billion at March 31, 2001, to $2.44 billion at December 31, 2001. The $154.1 million increase in loans receivable, net included a $174.0 million increase in the aggregate disbursed balance of the Four Cs and a $6.0 million decrease in 1-4 family residential mortgages. Securities decreased $56.0 million from $447.5 million at March 31, 2001, to $391.5 million at December 31, 2001, reflecting the utilization of paydowns on securities to fund loan growth.

Loan originations for the nine months ended December 31, 2001, were $1.07 billion, compared to $834.1 million for the comparable period of 2000. Loan principal payoffs and paydowns increased to $1.12 billion for the nine months ended December 31, 2001, from $781.2 million for the comparable period of 2000. Non-accrual loans decreased from $11.5 million or 0.45% of gross loans at March 31, 2001, to $7.7 million or 0.28% of gross loans at December 31, 2001. Included in non-accrual loans at December 31, 2001, is a $3.0 million construction loan on a 296 home residential development in Castaic, California, on which the Company has loans outstanding totaling $28.5 million. The status of this project at December 31, 2001, is as follows: 202 of the 296 homes have been sold and closed or are in escrow. An additional 37 homes are currently under construction. The remaining 54 homes are expected to be built and sold during calendar year 2002 or early calendar year 2003, along with the sale of three existing models. During the current quarter, 24 homes closed escrow, and additional 22 homes entered escrow. Non-performing assets, which includes non-accrual loans, and foreclosed real estate, net of specific allowances, decreased from $11.8 million or 0.41% of total assets at March 31, 2001, to $8.9 million or 0.30% of total assets at December 31, 2001.

The allowance for loan losses is maintained at an amount management considers adequate to cover losses on loans receivable, which are deemed probable and estimable. The allowance is based upon a number of factors, including current economic conditions, actual loss experience, industry trends and the composition of the loan portfolio by type. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company's allowance for loan losses. Such agencies may require the Company to make additional provisions for loan losses based upon information available at the time of the review. At December 31, 2001, the Company's allowance for loan losses was $33.2 million or 1.20% of gross loans and 430% of non-accrual loans compared to $31.0 million or 1.22% of gross loans and 270.20% of non-accrual loans at March 31, 2001. The Bank will continue to monitor and modify its allowance for loan losses as economic conditions, loss experience, and changes in portfolio composition and other factors dictate. The following table sets forth activity in the Bank's allowance for loan losses for the three and nine months ended December 31, 2001.

19

Total liabilities increased $60.0 million from $2.63 billion at March 31, 2001, to $2.69 billion at December 31, 2001. Deposits increased $47.5 million from $2.02 billion at March 31, 2001, to $2.07 billion at December 31, 2001. Core deposits increased $108.5 million from $803.9 million at March 31, 2001 to $912.4 million at December 31, 2001. FHLB advances increased $13.0 million from $575.0 million at March 31, 2001, to $588.0 million at December 31, 2001.

Total stockholders' equity was $286.5 million at December 31, 2001, compared to $258.0 million at March 31, 2001. The $28.5 million increase in total stockholders' equity is comprised principally of a $21.2 million increase in retained earnings, substantially restricted, a $3.5 million increase in additional paid-in-capital, a $2.6 million decrease in unearned stock-based compensation and a $1.3 million decrease in accumulated other comprehensive loss. The $21.2 million increase in retained earnings, substantially restricted reflects the $26.5 million of net earnings for the nine months ended December 31, 2001, partially offset by $2.6 million of quarterly cash dividends and $2.8 million representing the amount paid by the Company in excess of the original issuance price to repurchase 190,500 shares of its common stock at a weighted average price of $24.55 per share during the nine months ended December 31, 2001. The $3.5 million increase in additional paid-in-capital is comprised of $5.4 million representing the amortization and issuance of shares under the Company's stock-based compensation plans along with the income tax benefit arising therefrom, partially offset by the removal from paid-in-capital of the $1.9 million created upon the March 1996 issuance of the 190,500 shares of common stock that were repurchased during the nine months ended December 31, 2001. The $2.6 million decrease in unearned stock-based compensation reflects the amortization of shares under the Company's ESOP ($1.3 million) and 1996 Incentive Plan ($1.3 million). The $1.3 million decrease in accumulated other comprehensive loss reflects a reduction in the unrealized loss on available for sale securities from $2.8 million at March 31, 2001, to $1.5 million at December 31, 2001.

Liquidity and Capital Resources

The Company's primary sources of funds are deposits, principal and interest payments on loans and securities, FHLB advances and other borrowings, proceeds from the maturation of securities and, to a lesser extent, proceeds from the sale of loans and securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage and security prepayments are greatly influenced by the general level of interest rates, economic conditions and competition. Effective March 14, 2001, the OTS adopted an interim rule eliminating the statutory liquidity requirement. In its place, the OTS adopted a policy, consistent with that of the other Federal banking regulatory agencies, that liquidity be maintained at a level which provides for safe and sound banking practices and financial flexibility. The Bank invests in corporate securities when the yields thereon are more attractive than U.S. government and federal agency securities of similar maturity. While corporate securities are not backed by any government agency, the maturity structure and credit quality of all corporate securities owned by the Bank meet the minimum standards set forth by the OTS for investments. The Bank invests in callable debt issued by Federal agencies of the U.S. government when the yields thereon to call date(s) and maturity exceed the yields on comparable term and credit quality non-callable investments by amounts which management deems sufficient to compensate the Bank for the call options inherent in the securities.

20

The Company's cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities and financing activities. Cash flows provided by operating activities were $39.2 million and $43.9 million for the nine months ended December 31, 2001 and 2000, respectively. Net cash used in investing activities consisted primarily of disbursements for loan originations and purchases of mortgage-backed and other investment securities, offset by principal collections on loans and proceeds from maturation of investments and paydowns on mortgage-backed securities. Principal payments on loans were $1.12 billion and $781.2 million for the nine months ended December 31, 2001 and 2000, respectively. Loans originated and purchased were $1.35 billion and $834.3 million for the nine months ended December 31, 2001 and 2000, respectively. Disbursements for purchases of mortgage-backed and other investment securities were $108.6 million and zero for the nine months ended December 31, 2001 and 2000, respectively. Proceeds from the maturation of investment securities, paydowns of mortgage-backed securities and collateralized mortgage obligations were $156.6 million and $70.9 million for the nine months ended December 31, 2001 and 2000, respectively. Net cash provided by financing activities consisted primarily of net activity in deposit accounts and FHLB advances and other borrowings. The net increases in deposits were $47.5 million and $53.9 million for the nine months ended December 31, 2001 and 2000, respectively. FHLB advances increased $13.0 million and decreased $139.0 million for the nine months ended December 31, 2001 and 2000, respectively.

At December 31, 2001, the Bank exceeded all of its regulatory capital requirements with a tangible capital level of $264.5 million, or 8.95% of adjusted total assets, which is above the required level of $44.3 million, or 1.5%; core capital of $264.5 million, or 8.95 % of adjusted total assets, which is above the required level of $118.2 million, or 4.0%, and total risk-based capital of $291.6 million, or 13.07% of risk-weighted assets, which is above the required level of $178.5 million, or 8.0%.

The Company's most liquid assets are cash and short-term investments. The levels of these assets are dependent on the Company's operating, financing, lending and investing activities during any given period. At December 31, 2001, cash and short-term investments totaled $54.3 million. The Company has other sources of liquidity if a need for additional funds arises, including the utilization of reverse repurchase agreements and FHLB advances. At December 31, 2001, the Bank has $588.0 million of FHLB advances outstanding. Other sources of liquidity include investment securities maturing within one year.

The Company currently has no material contractual obligations or commitments for capital expenditures. At December 31, 2001, the Bank had outstanding commitments to originate and purchase loans of $377.8 million and zero, respectively, compared to $267.5 million and zero, respectively, at December 31, 2000. At December 31, 2001 and 2000, the Company had no outstanding commitments to purchase securities. The Company anticipates that it will have sufficient funds available to meet these commitments. Certificate accounts that are scheduled to mature in less than one year from December 31, 2001, totaled $1.02 billion. The Bank expects that a substantial portion of the maturing certificate accounts will be retained by the Bank at maturity.

21

Segment Reporting

The Company, through the branch network of the Bank, provides a broad range of financial services to individuals and companies located primarily in Southern California. These services include demand, time, and savings deposits; real estate, business and consumer lending; ATM processing; cash management; and trust services. While the Company's chief decision-makers monitor the revenue streams of the various Company products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the Company's banking operations are considered by management to be aggregated in one reportable operating segment.

Item 3. Qualitative and Quantitative Disclosures about Market Risk

Readers should refer to the qualitative disclosures (consisting primarily of interest rate risk) in the Company's March 31, 2001 Form 10-K, as there has been no significant changes in these disclosures during the nine months ended December 31, 2001.

22

PART II - OTHER INFORMATION

PFF BANCORP, INC. AND SUBSIDIARY

Item 1. Legal Proceedings

The Company and subsidiary have been named as defendants in various lawsuits arising in the normal course of business. The outcome of the lawsuits cannot be predicted, but the Company intends to vigorously defend the actions and is of the opinion that the lawsuits will not have a material adverse effect on the Company.

Item 2. Changes in Securities

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matter to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Reports on Form 8-K.

(a) Exhibit 3(I) - Certificate of Incorporation of PFF Bancorp, Inc. *

     Exhibit 3(ii) - Bylaws of PFF Bancorp, Inc. *

(b) Reports on form 8-K

      None

_________________________
*Incorporated herein by reference to Form S-1, Registration Statement, as amended, filed on December 8, 1995, SEC Registration Number 33-94860.

23

PFF BANCORP, INC. AND SUBSIDIARY

SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

24