A discussion and analysis of the Company's operating results and financial
condition are presented in the following narrative and financial tables. The
comments are intended to supplement and should be reviewed in conjunction with
the consolidated financial statements and notes thereto appearing on pages F-8
through F-52 of this Annual Report. References to changes in assets and
liabilities represent end-of-period balances unless otherwise noted. Statements
contained in this Annual Report, which are not historical facts, are
forward-looking statements, as that term is defined in the Private Securities
Litigation Reform Act of 1995. Amounts herein could vary because of market and
other factors. Such forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
currently anticipated due to a number of factors, which include, but are not
limited to, factors discussed in documents filed by the Company with the
Securities and Exchange Commission periodically. Such forward-looking statements
may be identified by the use of such words as "believe," "expect," "anticipate,"
"should," "might," "planned," "estimated," "potential," and similar words.
Examples of forward-looking statements include, but are not limited to,
estimates with respect to the financial condition, expected or anticipated
revenue, results of operations and business of the Company that are subject to
various factors, which could cause actual results to differ materially from
these estimates. These factors include, but are not limited to: the impacts of
global health crises and pandemics, such as the Coronavirus disease 2019
("COVID-19") pandemic, on trade (including supply chains and export levels),
travel, employee productivity and other economic activities that may have a
destabilizing effect on financial markets, economic activity, and customer
behavior; declines in general economic conditions, including increased stress in
the financial markets due to COVID-19 or other factors; changes in interest
rates, deposit flows, loan demand, real estate values, and competition; changes
in accounting principles, policies, or guidelines; changes in legislation or
regulation; and other economic, competitive, governmental, regulatory, and
technological factors affecting the Company's operations, pricing, products and
services. Any use of "we" or "our" in the following discussion refers to the
Company on a consolidated basis.

Financial Condition at December 31, 2022 and December 31, 2021



The Company's total assets increased $79.8 million from $939.7 million at
December 31, 2021 to $1.02 billion at December 31, 2022. Cash and cash
equivalents increased $20.2 million during the same period. This rise in total
assets is related to continued customer deposit growth which served to fund a
significant increase in our loans held for investment portfolio during the
twelve months ended December 31, 2022.

Investment securities consist of securities available for sale and securities
held to maturity. Total investment securities decreased $6.1 million, or 1.7%,
from $361.1 million at December 31, 2021 to $355.0 million at December 31, 2022.
At December 31, 2022, the Company had unrealized losses on securities available
for sale of $41.3 million, compared to net unrealized losses of $1.5 million at
December 31, 2021. The significant decline in fair value is directly related to
the increase in market interest rates at December 31, 2022 compared to December
31, 2021, as the U.S. Treasury yield curve reacted to substantial increases in
the federal funds rate by the Federal Reserve.

During 2022, the unrealized gain on equity securities decreased by $100,000,
resulting in a fair value of $292,000 at December 31, 2022, compared to a fair
value of $392,000 at December 31, 2021.

Loans held for investment increased $77.1 million, or 18.3%, from $420.8 million
at December 31, 2021 to $497.9 million at December 31, 2022. The Company
experienced net growth in all loans sectors with the exception of real estate
1-4 family construction and SBA PPP loans. SBA PPP loans were issued during 2020
and 2021 as a result of the federal government's response to helping small
businesses due to COVID-related issues. These loans are unsecured commercial
loans, but are 100% guaranteed by the SBA if the loans comply with PPP
requirements. Most of the SBA loans made have been paid off or forgiven by the
SBA leaving only $545,000 outstanding. Loans held for sale decreased 87.2%, or
$18.9 million, as mortgage loan production slowed drastically during 2022 in
response to a rising interest rate environment.

The allowance for loan losses was $2.3 million at December 31, 2022, which represents 0.46% of the total loans held for investment, a decrease of 43.1% from December 31, 2021. Additional discussion regarding the decrease in the allowance is included in the Asset Quality section below.



Other changes in consolidated assets are primarily related to deferred tax
assets, which increased $9.0 million from $1.7 million as of December 31, 2021
to $10.7 million at December 31, 2022 as a result of the significant decline in
value of the available for sale securities portfolio.

Customer deposits, our primary funding source, experienced a $103.1 million
increase during the year, increasing from $836.8 million to $939.9 million at
December 31, 2022, a 12.3% increase. In addition to receipt of government grant
funding by some depositors, a large portion of this increase is related to the
overall growth in the number of deposit accounts and relationship sizes. As the
Bank operates in a primarily rural market, many competitors have exited the
markets where we remain, which has driven deposit growth in our current markets.
Demand noninterest-bearing checking accounts increased $22.5 million, interest
checking and money market

                                       16


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accounts increased by $63.6 million and savings deposits increased $960,000
during the twelve-month period ended December 31, 2022. Time deposits increased
$16.1 million during the same period as customers took advantage of higher rates
offered on promotional time deposit products.

During 2022, the Company's net borrowings increased by $40,000. Borrowings
consist of both short-term and long-term borrowed funds. The Company utilizes
both short-term and long-term advances from the Federal Home Loan Bank. At
December 31, 2022 and 2021, there were no outstanding advances. Short-term
borrowings consisted of $1.0 million in master notes, and long-term borrowings
consisted solely of junior subordinated debt securities totaling $29.6 million,
net of unamortized debt issuance costs, at December 31, 2022. During the third
quarter of 2019, the Company issued $10.0 million in subordinated debt
securities with a final maturity date of September 30, 2029 that may be redeemed
on or after September 30, 2024. This junior subordinated debt pays interest
quarterly at an annual fixed rate of 5.25%. During the third quarter of 2021,
the Company issued $12.0 million and $8.0 million of 10-year and 15-year
fixed-to-floating rate subordinated debt securities, respectively. The 10-year
subordinated notes mature on September 3, 2031, though redeemable on or after
September 3, 2026, and initially pay interest quarterly at an annual rate of
3.5%. From and including September 3, 2026 to but excluding September 3, 2031,
or up to an early redemption date, the interest rate on the 10-year subordinated
notes will reset quarterly to an annual rate equal to the then-current
three-month Secured Overnight Financing Rate, or SOFR, plus 283 basis points
payable quarterly in arrears. The 15-year subordinated notes mature on September
3, 2036, though redeemable on or after September 3, 2031, and initially pay
interest quarterly at an annual rate of 4.0%. From and including September 3,
2031 to but excluding September 3, 2036, or up to an early redemption date, the
interest rate on the 15-year subordinated notes will reset quarterly to an
annual rate equal to the then-current three-month SOFR plus 292 basis points
payable quarterly in arrears. The subordinated debt has been structured to
qualify as and is included in the calculation of the Company's Tier 2 capital.
The Company also has a $3.0 million line of credit of which $3.0 million was
available to use at December 31, 2022.

The valuation of mortgage banking derivatives depreciated $1.4 million,
decreasing the asset position by $1.3 million and increasing the liability
position by $125,000 during 2022. As rates rise, the value of mandatory mortgage
forward sales commitments deteriorate, and the price required to exit out of the
commitment decreases. Additionally, the value associated with Interest Rate Lock
Commitments ("IRLCs") has depreciated to a liability position as market rates
began to exceed interest rates committed to borrowers.

At December 31, 2022, total shareholders' equity was $37.4 million, a decrease
of $23.4 million from December 31, 2021. This decline is a result of unrealized
losses on investment securities, net of tax, increasing by $30.6 million as the
yield curve continues to steepen. Net income for the period was $8.2 million.
The Company repurchased 55,982 outstanding shares of common stock at an
aggregate repurchase price of $451,000. The Company also paid $565,000 in
dividends attributed to noncontrolling interest. See Note 1 (Significant
Accounting Policies) to the Company's Notes to Consolidated Financial Statements
for additional discussion of the noncontrolling interest. At December 31, 2022,
the Company and its subsidiary bank exceeded all applicable regulatory capital
requirements.

Results of Operations for the Years Ended December 31, 2022 and 2021

Earnings

Uwharrie Capital Corp reported net income of $8.2 million for the twelve months
ended December 31, 2022, as compared to $10.1 million for the twelve months
ended December 31, 2021, a decrease of $1.8 million. Net income available to
common shareholders was $7.7 million, or $1.08 per common share, for the year
ended December 31, 2022, compared to net income available to common shareholders
of $9.5 million, or $1.29 per common share, for the year ended December 31,
2021. Net income available to common shareholders is net income less any
dividends paid on the aforementioned noncontrolling interest.

Net Interest Income



As with most financial institutions, the primary component of earnings for our
subsidiary bank is net interest income. Net interest income is the difference
between interest income, principally from the loan and investment securities
portfolios, and interest expense, principally on customer deposits and wholesale
borrowings. Changes in net interest income result from changes in volume, spread
and margin. For this purpose, volume refers to the average dollar level of
interest-earning assets and interest-bearing liabilities, spread refers to the
difference between the average yield on interest-earning assets and the average
cost of interest-bearing liabilities, and margin refers to net interest income
divided by average interest-earning assets. Margin is influenced by the level
and relative mix of interest-earning assets and interest-bearing liabilities, as
well as levels of noninterest bearing liabilities and capital.

Net interest income increased $1.7 million to a total of $27.7 million for the
twelve months ended December 31, 2022 from the $26.1 million earned in the same
period of 2021. The average yield on our interest-earning assets decreased 5
basis points to 3.37%, while the average rate paid for interest-bearing
liabilities increased 29 basis points. These changes resulted in a net decrease
of 34 basis points in our interest rate spread, from 3.14% in 2021 to 2.80% in
2022. Our net interest margin for 2022 was 2.97%, compared to

                                       17


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3.23% in 2021. As a part of the loan agreements, a portion of the Company's loan
portfolio has interest rate floors and caps. The interest rate floor feature
allows the Company to maintain a more favorable interest margin despite a
decline in rates; however, the interest rate cap could hurt the margin in a
rising rate environment. Financial Table 1 presents a detailed analysis of the
components of the Company's net interest income, while Financial Table 2
summarizes the effects on net interest income from changes in interest rates and
in the dollar volume of the components of interest-earning assets and
interest-bearing liabilities. Financial Table 1 and Table 2, as well other
Financial Tables referenced here appear at the end of this discussion and
analysis.

Recovery of Loan Losses



The recovery of loan losses was $1.8 million for the twelve months ended
December 31, 2022, compared to a recovery of $917,000 for the same period in
2021. There were net loan recoveries of $23,000 for the twelve months ended
December 31, 2022, as compared to net loan recoveries of $541,000 during the
same period of 2021. Refer to the Asset Quality section below for further
information.

Noninterest Income



The Company generates most of its revenue from net interest income; however,
diversification of our earnings base is a key strategic initiative to our
long-term success. Noninterest income decreased 46.5%, from $18.9 million in
2021, to $10.1 million in 2022, a decrease of $8.8 million. The primary factor
contributing to the overall decline in noninterest income was a decrease of $7.9
million in income from mortgage banking. This decrease is due to the significant
reduction in production, primarily mortgage refinancing activity, as interest
rates rose steadily during 2022. The gain on sale of securities decreased by
$1.1 million to a loss of $91,000 at December 31, 2022, compared to a gain of
$991,000 at December 31, 2021 as the Company worked during 2021 to reduce
duration of the investment portfolio in an attempt to protect capital as
long-term interest rates rose. Negative market adjustments of supplemental
executive retirement plans contributed $1.2 million to the reduction in total
noninterest income. Income from bank owned life insurance increased $1.0 million
during the twelve months ended December 31, 2022 from insurance proceeds
received due to the death of an insured retired executive.

Noninterest Expense



Noninterest expense for the year ended December 31, 2022 was $29.7 million
compared to $33.1 million for 2021, a decrease of $3.4 million. Salaries and
employee benefits, the largest component of noninterest expense, decreased $2.0
million, from $21.6 million for the period ending December 31, 2021 to $19.7
million for 2022 due to decreased commissions from reduced production in the
mortgage division. Negative market adjustments of supplemental executive
retirement plans contributed $1.2 million to the reduction in total noninterest
expense. Financial Table 5 reflects the additional breakdown of other
noninterest expense.

Income Tax Expense



The Company had income tax expense of $1.7 million for 2022 at an effective tax
rate of 17.13% compared to income tax expense of $2.8 million in 2021 with an
effective tax rate of 21.51%. Income taxes computed at the statutory rate are
affected primarily by the eligible amount of interest earned on state and
municipal securities, tax-free municipal loans and income earned on bank owned
life insurance. For the twelve months ended December 31, 2022, the effective tax
rate decreased due to proceeds received from the payout of a bank owned life
insurance policy.

Results of Operations for the Years Ended December 31, 2021 and 2020

Results of operations for the years ended December 31, 2021 and 2020 can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 9, 2022.


                                       18


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Asset Quality



The Company's allowance for loan losses is established through charges to
earnings in the form of a provision for loan losses. The allowance is increased
by provisions charged to operations and recoveries of amounts previously charged
off and is reduced by recovery of provisions and loans charged off. Management
continuously evaluates the adequacy of the allowance for loan losses. In
evaluating the
adequacy of the allowance, management considers the following: the growth,
composition and industry diversification of the portfolio; historical loan loss
experience; current delinquency levels; adverse situations that may affect a
borrower's ability to repay; estimated value of any underlying collateral;
prevailing economic conditions; and other relevant factors. The Company's credit
administration function, through a review process, periodically validates the
accuracy of the initial risk grade assessment. In addition, as a given loan's
credit quality improves or deteriorates, the credit administration department
has the responsibility to change the borrower's risk grade accordingly. For
loans determined to be impaired, the allowance is based on either the present
value of expected future cash flows discounted at the loan's effective interest
rate, the loan's observable market price, or the estimated fair value of the
underlying collateral less the selling costs. This evaluation is inherently
subjective, as it requires material estimates, including the amounts and timing
of future cash flows expected to be received on impaired loans, which may be
susceptible to significant change. In addition, regulatory agencies, as an
integral part of their examination process, periodically review the allowance
for loan losses and may require additions for estimated losses based upon
judgments different from those of management.

Management uses a risk-grading program designed to evaluate the credit risk in
the loan portfolio. In this program, risk grades are initially assigned by loan
officers then reviewed and monitored by credit administration. This process
includes the maintenance of an internally classified loan list that is designed
to help management assess the overall quality of the loan portfolio and the
adequacy of the allowance for loan losses. In establishing the appropriate
classification for specific assets, management considers, among other factors,
the estimated value of the underlying collateral, the borrower's ability to
repay, the borrower's payment history, and the current delinquent status.
Because of this process, certain loans are deemed to be impaired and evaluated
as an impaired loan.

The portion of the Company's allowance for loan loss model related to general
reserves captures the mean loss of individual loans within the loan portfolio
and adds additional loss based on economic uncertainty and specific indicators
of potential issues in the market. Specifically, the Company calculates probable
losses on loans by computing a probability of loss and multiplying that by a
loss given default derived from historical experience. An additional calculation
based on economic uncertainty is added to the probable losses, thus deriving the
estimated loss scenario by FDIC call report codes. Together, these expected
components, as well as a reserve for qualitative factors based on current
economic conditions determined at management's discretion, form the basis of the
allowance model. The loans that are impaired and included in the specific
reserve are excluded from these calculations.

The Company assesses the probability of losses inherent in the loan portfolio
using probability of default data derived from the Company's internal historical
data, representing a one-year loss horizon for each obligor. Credit scores are
used within the model to determine the probability of default. The Company
updates the credit scores for individuals that either have a loan, or are
financially responsible for the loan, semi-annually, during the first and third
quarters. During 2022, the average effective credit score of the portfolio,
excluding loans in default, increased slightly from 767 to 771. The probability
of default associated with each credit score is a major driver in the allowance
for loan losses.

The allowance for loan losses represents management's best estimate of an
appropriate amount to provide for probable credit risk inherent in the loan
portfolio in the normal course of business. While management believes that it
uses the best information available to establish the allowance for loan losses,
future adjustments to the allowance may be necessary and results of operations
could be adversely affected if circumstances differ from the assumptions used in
making the determinations. Furthermore, while management believes it has
established the allowance for loan losses in conformity with generally accepted
accounting principles, there can be no assurance that banking regulators, in
reviewing the Company's portfolio, will not require an adjustment to the
allowance for loan losses. In addition, because future events affecting
borrowers and collateral cannot be predicted with certainty, there can be no
assurance that the existing allowance for loan losses is adequate or that
increases will not be necessary, should the quality of any loans deteriorate
because of the factors discussed herein. Unexpected global events, such as the
unprecedented economic disruption due to COVID-19, are the type of future events
that often cause material adjustments to the allowance to be necessary. Any
material increase in the allowance for loan losses may adversely affect the
Company's financial condition, results of operations and the value of its
securities.

At December 31, 2022, the levels of our impaired loans, which includes all loans
in non-accrual status, TDRs, and other loans deemed by management to be
impaired, were $3.1 million, compared to $4.7 million at December 31, 2021, a
net decrease of $1.6 million. The decrease is related to two large impaired
loans paying off during 2022. Total non-accrual loans decreased from $972,000 at
December 31, 2021 to $399,000 at December 31, 2022. During 2022, four loans
totaling $783,000 were added to impaired loans; however, eleven loans totaling
$2.3 million were paid off. We also received net pay downs of $154,000.

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The allowance, expressed as a percentage of gross loans held for investment,
decreased fifty basis points from 0.96% at December 31, 2021 to 0.46% at
December 31, 2022. The collectively evaluated allowance as a percentage of
collectively evaluated loans was 0.92% at December 31, 2021, compared to 0.43%
at December 31, 2022. The decrease is attributable to continued improvement in
probability of defaults of the portfolio as impacted by external economic
factors. In December 2019, prior to the global COVID-19 pandemic, our
collectively evaluated allowance as a percentage of collectively evaluated loans
was 0.55%. Due to COVID-19 impacts to the global economy and the uncertainty
within our economic markets, our allowance for loan loss model indicated a need
for additional reserves due to external factors that are more likely to indicate
losses for the loan portfolio. By the end of 2020, the collectively evaluated
allowance as a percentage of collectively evaluated loans increased to 0.94%.
The model results as of December 31, 2022 reflect the Company's risk in the loan
portfolio based on economic indicators of default applicable to our loan
portfolio, primarily associated with NC unemployment and the NC-Charlotte region
Case Shiller index. Signs of asset quality improvements support reduced reserves
as impaired loans fell to an all-time low of $2.9 million and non-accrual loans
fell to their all-time low of $201,000 during the third quarter of 2022. The
individually evaluated allowance as a percentage of individually evaluated loans
increased from 4.54% to 5.64% for the same periods, mainly due to the payoff of
one large relationship with small reserves associated due to changes in
collateral values.

The ratio of nonperforming loans, which consists of non-accrual loans and loans past due 90 days and still accruing, to total loans decreased from 0.23% at December 31, 2021 to 0.08% at December 31, 2022, and was related to six non-accrual relationships that were paid off during 2022.



Troubled debt restructured loans, included in impaired loans, totaled $2.8
million at December 31, 2022, compared to $3.8 million at December 31, 2021. At
December 31, 2021, there were two troubled debt restructured loan in non-accrual
status with balances totaling $52,000.

Other real estate owned remained at $0 through December 31, 2022, as there were no loans foreclosed during the year.

As of December 31, 2022, management believed the level of the allowance for loan losses was appropriate in light of the risk inherent in the loan portfolio.



The following table shows the comparison of nonperforming assets as of December
31, 2022 and 2021:

Nonperforming Assets
(dollars in thousands)
                                                    At December 31,
                                                   2022         2021

Nonperforming Assets: Accruing loans past due 90 days or more $ - $ - Non-accrual loans

                                     399          972
Other real estate owned                                 -            -
Total nonperforming assets                       $    399     $    972
Allowance for loan losses                        $  2,290     $  4,026
Non-accrual loans to total loans                     0.08 %       0.23 %
Allowance for loan losses to total loans             0.46 %       0.96 %

Allowance for loan losses to non-accrual loans 573.93 % 414.20 %


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Capital Resources



The Company continues to maintain capital ratios intended to support its asset
growth. The federal bank regulatory agencies have implemented regulatory capital
rules known as "Basel III." The Basel III rules require a common equity Tier 1
capital to risk-weighted assets minimum ratio of 4.50%, a minimum ratio of Tier
1 capital to risk-weighted assets of 6.00%, a minimum ratio of total capital to
risk-weighted assets of 8.00%, and a minimum Tier 1 leverage ratio of 4.00%.
There is also a capital conservation buffer that requires banks to hold common
equity Tier 1 capital in excess of minimum risk-based capital ratios by at least
2.5% to avoid limits on capital distributions and certain discretionary bonus
payments to executive officers and similar employees. The Company's accumulated
other comprehensive income or loss, resulting from unrealized gains and losses,
net of income tax, on investment securities available for sale, is excluded from
regulatory capital.

The phase-in period for the rules became effective for the Company and its
subsidiary bank on January 1, 2015, with full compliance of all the rules'
requirements phased in over a multi-year schedule, becoming fully phased-in on
January 1, 2019. Pursuant to the Federal Reserve's Small Bank Holding Company
Policy Statement, the Company is exempt from Basel III. As of December 31, 2022,
the Company and its subsidiary bank continue to exceed minimum capital standards
and remain well-capitalized under applicable capital adequacy rules.

In January 2013, the Company's subsidiary bank issued $7.9 million of Fixed Rate
Noncumulative Perpetual Preferred Stock, Series B. The preferred stock qualifies
as Tier 1 capital at the bank and pays dividends at a rate of 5.30%. The
offering raised $7.9 million less issuance costs of $113,000.

During the third quarter of 2013, the Company's subsidiary bank raised an
additional $2.8 million of Fixed Rate Noncumulative Perpetual Preferred Stock,
Series C. The preferred stock qualifies as Tier 1 capital at the bank and pays
dividends at an annual rate of 5.30%. The preferred stock has no voting rights.
The offering raised net proceeds of $2.8 million less issuance costs of $23,000.

During the third quarter of 2019, the Company conducted a private placement
offering of fixed rate junior subordinated debt securities at $1,000 per
security with a required minimum investment of $50,000. The offering raised
$10.0 million, of which the entire $10.0 million was outstanding at December 31,
2022. These securities have a final maturity date of September 30, 2029 and may
be redeemed by the Company after September 30, 2024. The junior subordinated
debt pays interest quarterly at an annual fixed rate of 5.25%. All proceeds of
this private placement qualify and are included in the calculation of Tier 2
capital. Once the final maturity drops under five years, the Company must impose
a twenty percent annual reduction per year of the amount of the proceeds from
the sale of these securities that are eligible to be counted as Tier 2 capital.
The Company will have a twenty percent reduction beginning at September 30,
2024.

During the third quarter of 2021, the Company issued $12.0 million and $8.0
million of 10-year and 15-year fixed-to-floating rate subordinated debt
securities, respectively. The 10-year subordinated notes mature on September 3,
2031 and are redeemable on or after September 3, 2026, and initially pay
interest quarterly at an annual rate of 3.5%. From and including September 3,
2026 to but excluding September 3, 2031, or up to an early redemption date, the
interest rate on the 10-year subordinated notes will reset quarterly to an
annual rate equal to the then-current three-month SOFR plus 283 basis points
payable quarterly in arrears. The 15-year subordinated notes mature on September
3, 2036, though redeemable on or after September 3, 2031, and initially pay
interest quarterly at an annual rate of 4.0%. From and including September 3,
2031 to but excluding September 3, 2036, or up to an early redemption date, the
interest rate on the 15-year subordinated notes will reset quarterly to an
annual rate equal to the then-current three-month SOFR plus 292 basis points
payable quarterly in arrears. The subordinated debt has been structured to
qualify as and is included in the calculation of the Company's Tier 2 capital.
Once the remaining term to maturity drops under five years, the Company must
impose a twenty percent annual reduction per year of the amount of the proceeds
from the sale of these securities that are eligible to be counted as Tier 2
capital. The Company will have a twenty percent reduction beginning at September
3, 2026 and September 3, 2031 for the 10-year and 15-year subordinated notes,
respectively.

Proceeds of the Company's aforementioned securities that have been invested in
its subsidiary bank qualify for Tier 1 capital treatment for the Bank and are
included as such in its year end capital ratios.

The Company expects to continue to exceed required minimum capital ratios without altering current operations or strategy. Note 15 (Shareholders' Equity and Regulatory Matters) to the Notes to Consolidated Financial Statements presents additional information regarding the Company's and its subsidiary bank's capital ratios.



                                       21


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Dividends



The Board of Directors of Uwharrie Capital Corp declared a 2.5% stock dividend
in 2022, a 3% stock dividend in 2021 and a 2% stock dividend in 2020. All
references in this Annual Report to net income per share and weighted average
common and common equivalent shares outstanding reflect the effects of these
stock dividends.

Liquidity

The objective of the Company's liquidity management policy is to ensure the
availability of sufficient cash flows to meet all financial commitments and to
capitalize on any opportunities for expansion. Liquidity management addresses
the ability to meet deposit withdrawals on demand or at contractual maturity, to
repay borrowings as they mature and to fund new loans and investments as
opportunities arise. Liquidity is managed primarily by the selection of asset
mix and the maturity mix of liabilities. The Company's primary sources of
internally generated funds are principal and interest payments on loans, cash
flows generated from operations and cash flow generated by investments.
Maturities and the marketability of securities provide a source of liquidity to
meet deposit fluctuations. Maturities of the securities portfolio are presented
in Financial Table 3. Growth in deposits is typically the primary source of
funds for loan growth. The Company and its subsidiary bank have multiple funding
sources, in addition to deposits, that can be used to increase liquidity and
provide additional financial flexibility. At December 31, 2022, these sources
are the subsidiary bank's established federal funds lines with correspondent
banks aggregating $38.0 million, with available credit of $38.0 million; an
established borrowing relationship with the Federal Home Loan Bank, with
available credit of $129.2 million; access to borrowings from the Federal
Reserve Bank discount window, with available credit of $17.5 million and the
issuance of commercial paper. The Company also has a $3.0 million line of credit
with TIB The Independent BankersBank, N.A. The line is secured with 100% of the
outstanding common shares of the Company's subsidiary bank. As of December 31,
2022, $3.0 million remains available for use on the line of credit.

At December 31, 2022, short-term borrowings amounted to $1.0 million. Long-term
debt at that date consisted solely of $29.6 million of junior subordinated debt.
Other contractual obligations of the Company exist in the form of operating
leases and deposits. Obligations for operating leases and deposits totaled $2.0
million and $939.9 million, respectively, at December 31, 2022. Note 8 (Leases)
and Note 9 (Deposits) to the Notes to Consolidated Financial Statements provide
additional information, including maturities, regarding these obligations.

The Company has various financial instruments (outstanding commitments) with
off-balance sheet risk that are issued in the normal course of business to meet
the financing needs of its customers. See Note 13 (Commitments and
Contingencies) to the Company's Notes to Consolidated Financial Statements for
more information regarding these commitments and contingent liabilities.

Management believes that the Company's current sources of funds provide adequate liquidity for its current cash flow needs.

Critical Accounting Policies



A critical accounting policy is one that is both very important to the portrayal
of the Company's financial condition and results, and requires management's most
difficult, subjective and/or complex judgments. What makes these judgments
difficult, subjective and/or complex is the need to make estimates about the
effects of matters that are inherently uncertain. Refer to Note 1 (Significant
Accounting Policies) in Notes to Consolidated Financial Statements for more
information about these and other accounting policies utilized by the Company.

Allowance for Loan Losses



The allowance for loan losses represents management's best estimate of the
losses that are inherent in the loan portfolio but have not yet been
charged-off. The allowance is a critical accounting estimate in the financial
statements as it provides, by reference, an indication of the quality of the
loan portfolio. Estimating credit losses is inherently subjective as it requires
estimates that are susceptible to significant revision as more information
becomes available. Additional measurement uncertainty in the estimate is due, in
part, to the large amount of data evaluated, the long-term nature of the
underlying assets and the analysis of economic indicators. Regulatory examiners
may require the Company to recognize adjustments to the allowance for loan
losses based on their judgement about information available to them at the time
of their assessment.

On a regular basis, the allowance for loan losses is evaluated both individually
and collectively by loan class. Homogeneous loans are collectively evaluated by
loan class for impairment. However, once a loan is deemed impaired, it is
evaluated individually for specific impairment. Appropriately dividing the loan
portfolio into different segments with similar risk characteristics aids in
providing a more accurate estimation of the portfolio's loss. The Company's
methodology for estimating loan losses is well documented and supported by
internal controls, and validation of the process is performed on a recurring
basis.

                                       22


--------------------------------------------------------------------------------

Loan Servicing Assets



The Company capitalizes mortgage and U.S. Small Business Administration (SBA)
loan servicing rights when loans are sold and the loan servicing is retained.
Servicing revenue is recognized in the statement of income as a component of
other noninterest income. The amortization of servicing rights is realized over
the estimated period that net servicing revenues are expected to be received.
Essential assumptions used to value the loan servicing rights include prepayment
speeds, discount rates and costs to service the loan. Servicing assets are
periodically evaluated for impairment based upon their fair value, and any
resulting impairment is recognized through a valuation allowance and charged to
other expense. An unrelated third party performs a quarterly valuation of the
Company's Fannie Mae Mortgage Servicing Rights. Significant judgement is
required to estimate the value of servicing rights due to the nature and variety
of assumptions used. As such, changes in assumptions could materially affect the
estimated value of loan servicing assets.

Interest Rate Sensitivity



Net Interest Income (Margin) is the single largest component of revenue for the
Company. Net Interest Margin is the difference between the yield on earning
assets and interest paid on interest-bearing liabilities. The margin can vary
over time as interest rates change. The variance fluctuates based on both the
timing (repricing) and magnitude of maturing assets and liabilities.

To identify interest rate sensitivity, a common measure is a gap analysis, which
reflects the difference or "gap" between rate sensitive assets and liabilities
over various periods. While management reviews this information, it has
implemented the use of an income simulation model, which calculates expected
future Net Interest Income (Margin) based on projected interest-earning assets,
interest-bearing liabilities and forecasted interest rates along with multiple
other forecasted assumptions. Management believes this provides a more relevant
view of interest rate risk sensitivity than the traditional gap analysis because
the gap analysis ignores optionality embedded in the balance sheet, such as
prepayments or changes based on interest rates. The income simulation model
allows a comparison of flat, rising and falling rate scenarios to determine the
interest rate sensitivity of earnings in varying interest rate environments.

The Company models immediate rising and declining rate shocks of up to 4% (in 1%
intervals) on its subsidiary bank, using a static balance sheet for a two-year
horizon, as preferred by regulators. The most recent consolidated 2% rate shock
projections for a one-year horizon, indicates a negative impact of (0.42%) on
Margin in a rates-down scenario and a positive impact of 1.72% on Margin in a
rates-up scenario. Based on the most recent twelve-month forecast, the
subsidiary bank is asset-sensitive and may experience some negative impact to
earnings should interest rates decline. The subsidiary bank has the potential to
benefit from a rising interest rate environment, but current market deposit
pricing and embedded options in the balance sheet may limit the upside
potential.

The principal goals for asset liability management for the Company are to
maintain adequate levels and sources of liquidity and to manage interest rate
risk. Interest rate risk management attempts to balance the effects of interest
rate changes on both interest-sensitive assets and interest-sensitive
liabilities to protect Margin from wide fluctuations as a result of changes in
market interest rates. To that end, management has recommended and the Board of
Directors has approved policy limits that minimize the downside risk from
interest rate shifts. The aforementioned ratios are within those stated limits
of -18% for the respective modeled scenarios at the subsidiary bank and
combined. Managing interest rate risk is an important factor to the long-term
viability of the Company since Margin is such a large component of earnings. The
Company's Asset Liability Management Committee (ALCO) monitors market changes in
interest rates and assists with the pricing of loans and deposit products while
considering the funding source needs, asset growth projections, and necessary
operating liquidity.

                                       23


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Financial Table 1

Average Balances and Net Interest Income Analysis



                                                     2022                                       2021                                      2020
                                                    Interest       Average                    Interest       Average                    Interest       Average
                                      Average        Income/       Yield/        Average       Income/       Yield/        Average       Income         Yield
(dollars in thousands)                Balance        Expense      Rate (1)       Balance       Expense      Rate (1)       Balance       Expense      Rate (1)
Interest-earning assets
Taxable securities                  $   285,020         5,984          2.10 %   $ 216,345         3,152          1.46 %   $ 130,640         2,570          1.97 %
Non-taxable securities (1)               67,952         1,524          2.71 %      49,207         1,148          2.97 %      26,427           732          3.57 %
Short-term investments                  125,766         2,401          1.91 %      97,244           144          0.15 %     103,167           640          0.62 %
Equity Securities                           355            20          5.63 %         485            20          4.12 %         950            51          5.37 %
Taxable loans (2)                       460,471        21,382          4.64 %     447,904        22,956          5.13 %     424,768        19,812          4.66 %
Non-taxable loans (1)                    11,147           251          2.72 %       7,562           211          3.55 %       9,756           270          3.57 %
Total interest-earning assets           950,711        31,562          3.37 %     818,747        27,631          3.42 %     695,708        24,075          3.50 %
Non-earning assets
Cash and due from banks                   5,040                                     3,708                                     3,718
Premises and equipment, net              15,379                                    16,506                                    16,766
Interest receivable and other            30,406                                    23,970                                    21,868
Total non-earning assets                 50,825                                    44,184                                    42,352
Total assets                        $ 1,001,536                                 $ 862,931                                 $ 738,060
Interest-bearing liabilities
Savings deposits                    $   107,908     $     119          0.11 %   $  87,878     $      65          0.07 %   $  65,671     $      62          0.09 %
Interest checking & MMDA                458,869         1,892          0.41 %     375,425           401          0.11 %     331,809           716          0.22 %
Time deposits                            70,511           452          0.64 %      71,946           272          0.38 %      78,447           897          1.14 %
Total deposits                          637,288         2,463          0.39 %     535,249           738          0.14 %     475,927         1,675          0.35 %
Short-term borrowed funds                 1,110            10          0.90 %       1,289             4          0.31 %         534             2          0.37 %
Long-term debt                           29,560         1,349          4.56 %      16,946           800          4.72 %      10,846           566          5.22 %
Total interest-bearing
liabilities                             667,958         3,822          0.57 %     553,484         1,542          0.28 %     487,307         2,243          0.46 %
Noninterest liabilities
Transaction deposits                    278,865                                   236,048                                   187,261
Interest payable and other               11,197                                    12,978                                    10,760
Total liabilities                       958,020                                   802,510                                   685,328
Shareholders' equity                     43,516                                    60,421                                    52,732
Total liabilities and
shareholders' equity                $ 1,001,536                                 $ 862,931                                 $ 738,060
Interest rate spread                                                   2.80 %                                    3.14 %                                    3.04 %
Net interest income and net
interest
  margin                                            $  27,740          2.97 %                 $  26,089          3.23 %                 $  21,832          3.18 %


(1) Yields related to securities and loans exempt from federal and/or state

income taxes are stated on a fully tax-equivalent basis, assuming a 21.00%

tax rate for 2022, 2021 and 2020.

(2) Non-accrual loans are included in loans, net of unearned income.


                                       24


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Financial Table 2

Volume and Rate Variance Analysis



                                             2022 Versus 2021                      2021 Versus 2020
                                                                Net                                   Net
(dollars in thousands)               Volume        Rate        Change      Volume        Rate       Change
Interest-earning assets
Taxable securities                   $ 1,221     $  1,611     $  2,832     $ 1,467     $   (885 )   $   582
Non-taxable securities                   429          (53 )        376         581         (165 )       416
Short-term investments                   293        1,964        2,257         (23 )       (472 )      (495 )
Equity securities                         (6 )          6            -         (22 )         (9 )       (31 )
Taxable loans                            614       (2,188 )     (1,574 )     1,132        2,012       3,144
Non-taxable loans                         90          (50 )         40         (61 )          2         (59 )
Total interest-earning assets          2,641        1,290        3,931       3,074          483       3,557
Interest-bearing liabilities
Savings deposits                          18           36           54          19          (16 )         3
Transaction and MMDA deposits            217        1,274        1,491          70         (385 )      (315 )
Other time deposits                       (7 )        187          180         (49 )       (576 )      (625 )
Short-term borrowed funds                 (1 )          7            6           3           (1 )         2
Long-term debt                           586          (37 )        549         297          (82 )       215
Total interest-bearing liabilities       813        1,467        2,280         340       (1,060 )      (720 )
Net interest income                  $ 1,828     $   (177 )   $  1,651

$ 2,734 $ 1,543 $ 4,277





The above table analyzes the dollar amount of changes in interest income and
interest expense for major components of interest-earning assets and
interest-bearing liabilities. The table distinguishes between (i) changes
attributable to volume (changes in volume multiplied by the prior period's
rate), (ii) changes attributable to rate (changes in rate multiplied by the
prior period's volume), and (iii) net change (the sum of the previous columns).
The change attributable to both rate and volume (changes in rate multiplied by
changes in volume) has been allocated equally to the change attributable to
volume and the change attributable to rate.

                                       25


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Financial Table 3

Weighted Average Yield on Investments Securities

December 31, 2022       December 31, 2021
                                           Weighted                Weighted
                                       Average Yield (1)       Average Yield (1)
Securities available for sale
U.S. Treasury
Due after one but within five years                  3.55 %                 

-


Due after five but within ten years                  1.24 %                  1.24 %
                                                     2.44 %                  1.24 %
U.S. Government agencies
Due within twelve months                                -                    1.80 %
Due after one but within five years                  2.61 %                  1.93 %
Due after five but within ten years                  3.76 %                  0.83 %
Due after ten years                                  4.33 %                  0.94 %
                                                     3.99 %                  1.04 %
Mortgage-backed securities
Due after one but within five years                  3.50 %                  3.40 %
Due after five but within ten years                  1.79 %                  1.24 %
Due after ten years                                  2.19 %                  1.16 %
                                                     2.19 %                  1.29 %
Asset-backed securities
Due after ten years                                  5.33 %                  1.12 %
                                                     5.33 %                  1.12 %
State and political
Due within twelve months                             4.50 %                  4.50 %
Due after one but within five years                  2.36 %                  2.73 %
Due after five but within ten years                  2.71 %                  1.99 %
Due after ten years                                  1.98 %                  1.82 %
                                                     2.07 %                  1.85 %
Corporate Bonds
Due within twelve months                                -                    2.98 %
Due after one but within five years                  2.10 %                  1.68 %
Due after five but within ten years                  3.13 %                 

2.00 %


                                                     2.44 %                  2.00 %
Total Securities available for sale
Due within twelve months                             4.50 %                  2.23 %
Due after one but within five years                  3.34 %                  2.44 %
Due after five but within ten years                  2.06 %                  1.22 %
Due after ten years                                  2.81 %                  1.39 %
                                                     2.69 %                  1.41 %


(1) Yields on securities and investments exempt from federal and/or state income

taxes are stated on a fully tax-equivalent basis, assuming a 21.00% tax rate


    for 2022 and 2021.


                                       26


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Financial Table 3

Weighted Average Yield on Investments Securities (Continued)



                                       December 31, 2022       December 31, 2021
                                           Weighted                Weighted
                                       Average Yield (1)       Average Yield (1)
Securities held to maturity
U.S. Government agencies
Due after one but within five years                  2.87 %                  2.75 %
Due after five but within ten years                     -                       -
                                                     2.87 %                  2.75 %
State and political
Due within twelve months                             2.18 %                  1.70 %
Due after one but within five years                  2.41 %                  2.23 %
Due after five but within ten years                     -                       -
Due after ten years                                  2.85 %                  2.85 %
                                                     2.77 %                  2.75 %
Corporate Bonds
Due within twelve months                                -                       -
Due after one but within five years                     -                   

-


Due after five but within ten years                  4.57 %                  4.73 %
Due after ten years                                     -                    3.68 %
                                                     4.57 %                  4.57 %
Total Securities held to maturity
Due within twelve months                             2.18 %                  1.70 %
Due after one but within five years                  2.54 %                  2.28 %
Due after five but within ten years                  4.57 %                  4.73 %
Due after ten years                                  2.85 %                  2.97 %
                                                     3.66 %                  3.64 %


(1) Yields on securities and investments exempt from federal and/or state income


    taxes are stated on a fully tax-equivalent basis, assuming a 21.00% tax rate
    for 2022 and 2021.


Financial Table 4

Noninterest Income

                                                          Year Ended December 31,
(dollars in thousands)                                 2022         2021         2020
Service charges on deposit accounts                  $  1,041     $    995     $  1,027
Other banking fees                                        815          424          338
Asset management fees                                   1,940        2,050        1,710
Brokerage commissions                                     483          587          571
Interchange and card transaction fees, net              1,232        1,181  

917


Investment securities gains (losses)                      (91 )        991  

71


Other gains (losses) from sale of assets                  165           48  

413


Income from mortgage banking                            3,409       11,294  

14,714

Supplemental executive retirement plan gain (loss) (244 ) 942


        746
Other noninterest income                                1,383          420          370
Total noninterest income                             $ 10,133     $ 18,932     $ 20,877




                                       27


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Financial Table 5

Other Noninterest Expense

                                      Year Ended December 31,
(dollars in thousands)              2022        2021        2020
Postage                           $    218     $   197     $   187
Telephone and data lines               208         174         182
Office supplies and printing            94         102         108
Shareholder relations expense          154         196         123
Dues and subscriptions                 282         373         369
Other                                1,424       1,234         990

Total other noninterest expense $ 2,380 $ 2,276 $ 1,959




Financial Table 6

Loan Portfolio Composition

                                                                At December 31,
                                                      2022                           2021
                                                          % of Total                     % of Total
(dollars in thousands)                      Amount          Loans          Amount          Loans
Loan type:
Commercial                                 $  85,917            17.29 %   $  73,035            17.35 %
SBA Paycheck Protection Program (PPP)            545             0.11 %      15,840             3.76 %
Real estate - commercial                     183,550            36.93 %     150,382            35.73 %
Real estate - construction                    43,690             8.79 %      36,699             8.72 %
Real estate - residential                    166,855            33.57 %     129,827            30.85 %
Consumer                                       9,762             1.97 %       9,579             2.28 %
Other                                          6,666             1.34 %       5,496             1.31 %
Total loans                                  496,985           100.00 %     420,858           100.00 %
Less:
Allowance for loan losses                     (2,290 )                       (4,026 )
Unearned net loan (fees) costs                   904                            (79 )
Net loans                                  $ 495,599                      $ 416,753


Financial Table 7

Selected Loan Maturities

                                                              December 31, 2022
                               One Year         One to            Five to          Over Fifteen
(dollars in thousands)          or Less       Five Years       Fifteen Years          Years            Total
Commercial and agricultural    $  10,673     $     25,696     $        24,012     $       26,081     $  86,462
Real estate - construction         8,568            2,017              15,758             17,347        43,690
Total selected loans           $  19,241     $     27,713     $        39,770     $       43,428     $ 130,152
Fixed rate loans               $   1,402     $     30,337     $        51,061     $       64,236     $ 147,036
Sensitivity to rate changes:
Variable interest rates        $  23,587     $     24,040     $       144,929     $      158,297     $ 350,853


                                       28


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Financial Table 8

Allocation of Charge-Offs and Recoveries



                                                                                    At December 31,
                                                            2022                                                           2021
                                                                                                                                                Net
                                                                                                                                            charge-offs
                                      Net                                  Net charge-offs              Net                                (recoveries)
                                  charge-offs                               (recoveries)            charge-offs                             to average
(dollars in thousands)            (recoveries)        Average loans       to average loans          (recoveries)        Average loans          loans
Commercial                      $            (71 )   $        77,890                   (0.09 )%   $             65     $        67,154              0.10 %
SBA Paycheck Protection
Program (PPP)                                  -               4,960                       -                     -              48,299                 -
Real estate - commercial                       -             167,670                       -                  (359 )           147,094             (0.24 )%
Other real estate
construction                                   -              38,210                       -                  (185 )            31,156             (0.59 )%
Real estate 1-4 family
construction                                   -               7,695                       -                     -               5,994                 -
Real estate - residential                    (12 )            95,040                   (0.01 )%                (69 )            79,467             (0.09 )%
Home equity                                   (1 )            54,867                  (0.002 )%                (17 )            51,227             (0.03 )%
Consumer loans                                61               9,501                    0.64 %                  24              10,232              0.23 %
Other loans                                    -               5,603                       -                     -               4,322                 -
Total                           $            (23 )   $       461,436                  (0.005 )%   $           (541 )   $       444,945             (0.12 )%


Financial Table 9

Allocation of the Allowance for Loan Losses



                                                           At December 31,
                                                  2022                         2021
                                                     % of Total                   % of Total
(dollars in thousands)                  Amount       Loans (1)       Amount       Loans (1)
Commercial                              $   435            17.29 %   $   718            17.35 %
SBA Paycheck Protection Program (PPP)         -             0.11 %         -             3.77 %
Real estate - commercial                    760            36.93 %     1,370            35.73 %
Other real estate construction              177             7.46 %       330             6.72 %
Real estate 1-4 family construction           -             1.33 %         -             2.00 %
Real estate - residential                   561            21.87 %       982            18.73 %
Home equity                                 277            11.71 %       492            12.12 %
Consumer loan                                76             1.96 %       123             2.28 %
Other loans                                   4             1.34 %        11             1.31 %
Total loans                             $ 2,290           100.00 %   $ 4,026           100.00 %

(1) Represents total of all outstanding loans in each category as a percent of

total loans outstanding.

Financial Table 10

Maturities of Time Deposits



                                                           December 31, 2022
                             3 Months        Over 3 Months       Over 1 Year         Over
                              or Less          to 1 Year         to 3 Years         3 Years         Total
                                                         (dollars in thousands)
U.S. time deposits in
amounts in excess of the
FDIC insurance limit        $    22,973     $        10,141     $       2,615     $         -     $   35,729
Other time deposits              12,962              18,805            14,873           4,756         51,396
                            $    35,935     $        28,946     $      17,488     $     4,756     $   87,125

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