##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 0-22387
 DCB FINANCIAL CORP
  OHIO
    
    31-1469837(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer
Identification No.)110 Riverbend Ave., Lewis Center, Ohio
    
    43035(Address of principal executive offices)
    
    (Zip Code)
 (740) 657-7000
   o þ
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  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o o þ




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TABLE OF CONTENTS  PART IItem 1 Description of BusinessItem 1A Risk FactorsItem 1B. Unresolved Staff Comments.Item 2 PropertiesItem 3 Legal ProceedingsItem 4 Submission of Matters to a Vote of Security HoldersPART IIItem 5 Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity SecuritiesItem 6 Selected Financial DataItem 7 Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7a Quantitative and Qualitative Disclosures About Market RiskItem 8 Financial Statements and Supplementary DataItem 9 Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A Controls and ProceduresItem 9B Other InformationPART IIIItem 10 Directors and Executive Officers of the RegistrantItem 11 Executive CompensationItem 12 Security Ownership of Certain Beneficial Owners and ManagementItem 13 Certain Relationships and Related TransactionsItem 14 Principal Accountant Fees and ServicesPART IVItem 15 Exhibits, Financial Statement Schedules and Reports on Form 8-KSIGNATURESINDEX TO EXHIBITSEX-13EX-21EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
 PART I
 
 Item 1 Description of Business
 (a)
    
    General Development of BusinessDCB Financial Corp (DCB or the Corporation) is a financial holding company headquartered
in Lewis Center, Ohio. The Corporation has one wholly-owned subsidiary bank, The Delaware
County Bank and Trust Company (the Bank).The Corporation was incorporated under the laws of the State of Ohio in 1997, as a bank
holding company under the Bank Holding Company Act of 1956, as amended, by acquiring all
outstanding shares of the Bank. The Corporation acquired all such shares of the Bank after
an interim bank merger, consummated on March 14, 1997. The Bank is a commercial bank,
chartered under the laws of the State of Ohio, and was organized in 1950.(b)
    
    Narrative Description of BusinessThe Bank provides customary retail and commercial banking services to its customers,
including checking and savings accounts, time deposits, IRAs, safe deposit facilities,
personal loans, commercial loans, real estate mortgage loans, installment loans, trust, and
other wealth management services. The Bank also provides cash management, bond registrar
and paying agent services for commercial and public unit entities. Through its subsidiary
DataTasx, the Bank provides data processing and other bank operational services to other
financial institutions; however, such services are not a significant part of operations or
revenue.The Bank grants residential real estate, commercial real estate, consumer and commercial
loans to customers located primarily in Delaware, Franklin, Licking, Morrow, Marion and
Union Counties, Ohio. General economic conditions in the Corporations market area have
been pressured by a slowing economic environment. Real estate values, especially in the
Banks core geographic area, experienced a moderate decline during 2008.The Banks core business is not significantly affected by a single industry. Additionally,
the Bank services a variety of public fund units and at year end had approximately 90% of
its total deposits from this group. At year-end 2008, deposits of public funds (funds of
governmental agencies and municipalities) were 9.1% of total deposits. This amount can
fluctuate, but generally not by a material amount. No material industry or group
concentrations exist in the loan portfolio.Certain risks are involved in granting loans, primarily related to the borrowers ability
and willingness to repay the debt. Before the Bank extends a new loan to a customer, these
risks are assessed through a review of the borrowers repayment capacity, past and current
credit history, the collateral being used to secure the transaction in the event that the
customer does not repay the debt, the borrowers character and other factors. Once the
decision has been made to extend credit, the Banks independent loan review function and
credit officer monitor these factors throughout the life of the loan. All credit
relationships greater than $3.0 million are reviewed annually, as are 50% of credit
relationships from $500,000 to $3.0 million, 20% of credit relationships from $250,000 to
$499,999, and 10% of multifamily mortgage loans. Loan review performs a limited scope
review of a minimum of 30 percent of all new loan originations. In addition, any loan
identified as a problem credit by management during loan review is assigned to the Banks
loan watch list, and is subject to ongoing monitoring by the Banks credit quality
committee to ensure appropriate action is taken if deterioration occurs.
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Commercial, industrial and agricultural loans are primarily variable rate and include
operating lines of credit and term loans made to small businesses primarily based on their
ability to repay the loan from the businesss cash flow. Such loans are typically secured
by business assets such as equipment, accounts receivables, inventory and, occasionally, by
the business owners principal residence. When the borrower is not an individual, the Bank
generally obtains the personal guarantee of the business owner. As compared to consumer
lending, which includes single-family residence, personal installment loans and automobile
loans, commercial lending entails significant additional risks. These loans typically
involve larger loan balances and are generally dependent on the businesss cash flow and,
thus, may be subject to adverse conditions in the general economy or in a specific industry.
Management reviews the borrowers historical cash flow to determine if the company has the
ability to service the proposed new obligation in addition to all existing obligations.Commercial real estate and farmland loans are primarily secured by borrower-occupied
business real estate and are dependent on the ability of the related business to generate
adequate cash flow to service the debt. Such loans primarily carry adjustable interest
rates. Commercial real estate loans are generally originated with a loan-to-value ratio of
80% or less. Commercial real estate and agricultural type real estate loans are typically
secured by real property and related improvements that is owned by the borrower. These
loans are dependent on the borrowers ability to generate cash flows from the properties
which can either be in the form of rental income or as it relates to agriculture, in the
form of crop revenues. Commercial real estate loans are generally originated with
loan-to-value ratios of 80% or less and can require fixed or adjustable interest rates.
Management performs much of the same analysis whether deciding to grant a commercial real
estate loan or a commercial loan.Residential real estate loans and home equity lines of credit can either be fixed rate, or
carry an adjustable rate. These loans are secured by the borrowers residence. Such loans
are made based on the borrowers ability to repay the debt from employment and other income.
Management assesses the borrowers ability to repay the debt through a review of credit
history and ratings, verification of employment and other income, review of debt-to-income
ratios and other measures of repayment ability. The Bank generally makes these loans in
amounts of 80% or less of the value of collateral. An appraisal is obtained from a
qualified real estate appraiser for substantially all loans secured by real estate.Due to the high level of growth in the Corporations market area, construction lending has
become a significant part of the Banks overall lending strategy. Construction loans are
secured by residential and business real estate, generally occupied by the borrower on
completion. The Banks construction lending program is established in a manner to minimize
risk of this type of lending by not making a significant amount of loans on speculative
projects. While not contractually required to do so, the Bank usually makes the permanent
loan at the end of the construction phase. Construction loans also are generally made in
amounts of 80% or less of the value of collateral.Consumer installment loans to individuals include loans secured by automobiles and other
consumer assets, including second mortgages on personal residences. Consumer loans for the
purchase of new automobiles generally do not exceed 85% of the purchase price of the car.
Loans for used cars generally do not exceed average wholesale or trade-in value as
stipulated in a recent auto industry used car price guide. Credit card and overdraft
protection loans are unsecured personal lines of credit to individuals of demonstrated good
credit character with reasonably assured sources of income and satisfactory credit
histories. Consumer loans generally involve more risk than residential mortgage loans
because of the type and nature of collateral and, in certain types of consumer loans, the
absence of collateral. Since these loans are
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generally repaid from ordinary income of an
individual or family unit, repayment may be adversely affected by job loss, divorce, ill
health or by general decline in economic conditions. The Bank assesses the
borrowers ability to make repayment through a review of credit history, credit ratings,
debt-to-income ratios and other measures of repayment ability.
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(b)
    
    Narrative Description of Business (Continued)EmployeesAt December 31, 2008, the Bank employed 243 employees, 185 of whom were full-time. The Bank
offers a number of employee benefits such as health, dental and life insurance, as well as
education assistance for qualified employees. A 401(k) retirement plan is also available
for eligible employees. No employee is represented by a union or collective bargaining
group. Management considers its employee relations to be good. All of the Corporations
employees are also employed by the Bank.CompetitionThe Bank operates in a highly competitive industry due to statewide and interstate branching
by banks, savings and loan associations and credit unions. In its primary market area of
Delaware County, Ohio and surrounding counties, the Bank competes for new deposit dollars
and loans with several financial service companies, including large regional and smaller
community banks, as well as savings and loan associations, credit unions, finance companies,
insurance companies, brokerage firms and investment companies. According to the most recent
market data, there are approximately fourteen other deposit-taking and lending institutions
competing in the Banks primary market. In addition, according to the market data, the Bank
currently ranks first in market share with approximately 31.6% of the deposits in the
primary market. The ability to generate earnings is impacted in part by competitive pricing
on loans and deposits, and by changes in the rates on various U.S. Treasury, U. S.
Government Agency, State and Municipal subdivision issues which comprise a significant
portion of the Banks investment portfolio, and which rates are used as indices on various
loan products. The Bank is competitive with interest rates and loan fees that it charges,
and in pricing and the variety of accounts it offers to the depositor. The dominant pricing
mechanism on loans is the Prime interest rate as published in the Wall Street Journal. The
interest spread over Prime depends on the overall account relationship and the
creditworthiness of the borrower. Deposit rates are reviewed weekly by management and are
normally discussed by the Asset/Liability Committee on a monthly basis. The Banks primary
objective in setting deposit rates is to remain competitive in the market area, while
developing funding opportunities that earn an adequate interest rate margin.Supervision and RegulationThe business in which the Corporation and its subsidiaries are engaged is subject to
extensive supervision, regulation and examination by various bank regulatory authorities and
other governmental agencies. The Bank is subject to supervision, regulation and periodic
examination by the State of Ohio Division of Financial Institutions and the Federal Deposit
Insurance Corporation (FDIC). The supervision, regulation and examination to which the
Corporation and its subsidiaries are subject are intended primarily for the protection of
depositors and the deposit insurance funds that insure the deposits of banks, rather than
for the protection of security holders.Earnings of the Bank are affected by state and federal laws and regulations, and by policies
of various regulatory authorities. These policies include, for example, statutory maximum
lending rates, requirements on maintenance of reserves against deposits, domestic monetary
policies of the Board of Governors of the Federal Reserve System, United States fiscal
policy, international currency regulations and monetary policies, certain restrictions on
banks relationships with many phases of the securities business and capital adequacy and
liquidity restraints.
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As a financial holding company, the Corporation is subject to supervision, regulation and
periodic examination by the Federal Reserve Board, and as a publicly traded corporation is
subject to the rules of the U.S. Securities and Exchange Commission (SEC).Liability for Banking SubsidiariesUnder Federal Reserve Board policy, a financial holding company is expected to act as a
source of financial and managerial strength for each of its subsidiary banks and to commit
resources to their support. This support may be required at times when the financial
holding company may not have the resources to provide it. Similarly, under the
cross-guarantee provisions of the Federal Deposit Insurance Act, the FDIC can hold any
FDIC-insured depository institution liable for any loss suffered or anticipated by the FDIC
in connection with (1) the default of a commonly controlled FDIC-insured depository
institution; or (2) any assistance provided by the FDIC to a commonly controlled
FDIC-insured depository institution in danger of default.FDICIAThe Federal Deposit Insurance Corporation Act of 1991 (FDICIA), and the regulations
promulgated under FDICIA, among other things, established five capital categories for
insured depository institutions-well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized and critically undercapitalized, and requires federal bank
regulatory agencies to implement systems for prompt corrective action for insured
depository institutions that do not meet minimum capital requirements based on these
categories. Unless a bank is well capitalized, it is subject to restrictions on its ability
to offer brokered deposits and on certain other aspects of its operations. As of December
31, 2008, the Corporation and the Bank were both considered well-capitalized based on the
guidelines implemented by FDIC.Financial ModernizationThe Gramm-Leach-Bliley Act (GLBA) was signed into law in 1999, and became effective in
2000. It permits bank holding companies to become financial holding companies and thereby
affiliate with securities firms and insurance companies and engage in other activities that
are financial in nature. A bank holding company may become a financial holding company if
each of its subsidiary banks is well capitalized under regulatory prompt corrective action
provisions, is well managed, and has at least a satisfactory rating under the Community
Reinvestment Act (CRA) by filing a declaration that the bank holding company wishes to
become a financial holding company. No regulatory approval will be required for a financial
holding company to acquire a company, other than a bank or savings association, engaged in
activities that are financial in nature or incidental to activities that are financial in
nature, as determined by the Federal Reserve Board.The GLBA defines financial in nature to include securities underwriting, dealing and
market making; sponsoring mutual funds and investment companies; insurance underwriting and
agency; merchant banking activities; and activities that the Board has determined to be
closely related to banking. Subsidiary banks of a financial holding company must continue
to be well capitalized and well managed in order to continue to engage in activities that
are financial in nature without regulatory actions or restrictions, which could include
divestiture of the financial subsidiary or subsidiaries. In addition, a financial holding
company or a bank may not acquire a company that is engaged in activities that are financial
in nature unless each of the subsidiary banks of the financial holding company or the bank
has CRA rating of satisfactory or better.
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(c)
    
    Available InformationThe Company maintains an Internet web-site at the following web-site address:
http://www.dcbfinancialcorp.com. The Company makes available, free of charge through its
internet address, copies of its annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and any amendments to these reports as soon as reasonably
practicable after such materials have been filed with or furnished to the SEC. Copies of
these documents may also be obtained, either in electronic or paper form, by contacting Jay
D. Wolf, Vice President of Marketing and Customer Relations at 740-657-7000.
 
 Item 1A Risk Factors
 DCB Financial Corps business and results of operations are subject to a number of risks,
including economic, competitive, credit, market, liquidity, regulatory and reputational.
Though many of these risks are outside the Corporations control, DCB Financial Corp has
developed a risk management function which has established a framework for identifying,
monitoring and controlling these risks on a corporate-wide basis. The following discussion
focuses on the major business risks encountered in the Corporations operating environment.The current economic environmentThe financial services industry has been operating under weaker economic conditions due to
declines in the housing sector, inflationary pressures and employment instability. This has
led to increased losses related to a weakening credit market, and in some cases, reduced
opportunities to underwrite loans. The market in which the Bank operates has generally
experienced steady unemployment rates which are typically below the State of Ohio and
national averages. Additionally, the real estate market has shown declining values for both
residential and commercial real estate. If the unemployment rates were to increase, or, the
values for real estate were to decline at a higher rate, the Bank could suffer additional
credit losses as both consumers and business customers fail to meet their financial
obligations.Competition from other financial institutions in our marketsThe Bank faces significant competition within its market area from national, regional and
local community banks. It also competes directly with credit unions for retail customers.
This competition can result in increased deposit costs and reduced lending rates. Continued
competition, or an increase in competition, may lead to lower margins and lower overall
income as pricing for Bank products is adjusted to reflect these competitive levels.The ability to extend credit and assessing the allowance for loan lossesCertain risks are involved in granting loans, primarily related to the borrowers ability
and willingness to repay the debt. Before the Bank extends a new loan to a customer, these
risks are assessed through a review of the borrowers repayment capacity, past and current
credit history, the collateral being used to secure the loan, the borrowers character and
other factors. Once the decision has been made to extend credit, the Banks independent
loan review function and credit officer monitor these factors throughout the life of the
loan.During 2008, an industry weakness within the investment property portfolio contributed to
higher delinquencies, non-accrual and charge-off balances. Management is continuing to
perform workout procedures related to this portfolio, and, if the environment associated
with the overall decline in investment property values remains similar to its current state,
the credit quality of this portfolio will likely be affected through 2009.
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The procedures for assessing the adequacy of the allowance for loan losses reflect our
evaluation of credit risk after careful consideration of all information available to us.
In developing this assessment, we must rely on estimates and exercise judgment regarding
matters where the ultimate outcome is unknown such as economic factors, developments
affecting companies in specific industries and issues with respect to single borrowers.
Depending on changes in circumstances, future assessments of credit risk may yield
materially different results, which may require an increase or a decrease in the allowance
for loan losses.Asset and liability management and market risk.The Corporations ALCO committee utilizes a variety of tools to measure and monitor interest
rate risk. Interest rate risk is defined as the risk that the Corporations financial
condition will be adversely affected due to sustained movements in the overall interest
structure. The Corporation is also exposed to liquidity risk, or the risk that changes in
cash flows could adversely affect its ability to honor its financial obligations.The ALCO committee monitors changes in the interest rate environment and changes to its
lending and deposit rates, while utilizing its policies and procedures to limit exposure to
market changes. In addition to funding operations and growth with core deposits, the
Corporation utilizes a variety of funding sources such as correspondent banks, the FHLB and
third party brokers to ensure adequate liquidity exists to support its operations.
Continued deterioration of the banking industry and specific correspondent banks could limit
the Corporations ability to raise funds.Ability to pay cash dividends is limited.We are dependent primarily upon the earnings of our operating subsidiaries for funds to pay
dividends on our common shares. The payment of dividends by our subsidiaries is subject to
certain regulatory restrictions. As a result, any payment of dividends in the future by DCB
Financial Corp will be dependent, in large part, on our subsidiaries ability to satisfy
these regulatory restrictions and our subsidiaries earnings, capital requirements,
financial condition and other factors. Although our financial earnings and financial
condition have allowed us to declare and pay periodic cash dividends to our stockholders,
there can be no assurance that our dividend policy or size of dividend distribution will
continue in the future.Legislative or regulatory changes or actions could adversely impact the financial services
industry.The financial services industry is extensively regulated. Banking laws and regulations are
primarily intended for the protection of consumers, depositors and the deposit insurance
funds, and may not provide benefit to our shareholders. Changes in laws and regulations or
other actions by regulatory agencies may negatively impact the Corporations operations.
Regulatory authorities have extensive discretion in connection with the operation of a
financial institution and the ability to determine the adequacy of an institutions
allowance for loan losses. Failure to comply with applicable laws, regulations and policies
could result in sanctions being imposed by the regulatory agencies, including the imposition
of civil penalties, which could have a material adverse effect on our operations and
financial condition.In response to the financial crises affecting the banking system and financial markets and
going concern threats to investment banks and other financial institutions, on October 3,
2008, the Emergency Economic Stabilization Act of 2008 (EESA) was signed into law.
Pursuant to EESA, the U.S. Treasury will have the authority to, among other things, purchase
up to $700 billion of mortgages, mortgaged-backed securities and certain other financial
instruments from financial institutions for the purpose of stabilizing and providing
liquidity to the U.S. financial markets.
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On October 14, 2008, the Department of the
Treasury announced that it would purchase equity stakes in a wide variety of banks and
thrifts using $250 billion of capital from the EESA funds
under a program known as the Troubled Asset Relief Program Capital Purchase Program (the
TARP Capital Purchase Program). The TARP Capital Purchase Program involves the purchase
by the Treasury of preferred stock in financial institutions with warrants to purchase
common stock. Also on October 14, 2008, the FDIC announced the Temporary Liquidity
Guarantee Program, which provides for the guarantee of newly-issued senior unsecured debt of
banks, thrifts and certain holding companies as well as full deposit insurance coverage for
non-interest bearing deposit transaction accounts, regardless of dollar amount.Unlimited coverage for non-interest bearing transaction accounts under the Temporary
Liquidity Guarantee Program is available for 30 days without charge and thereafter at a cost
of 10 basis points per annum.In light of present conditions, the Corporation intends to refrain from incurring additional
debt, acquiring treasury stock, issuing dividends to shareholders, or entering into new
lines of non-bank business without first providing 30 days notice and receiving prior
approval from the Federal Reserve Bank of Cleveland.The Corporation and the Bank finalized their assessment of the potential of participating in
the TARP Capital Purchase Program and the Temporary Liquidity Guarantee Program. The Board
of Directors voted to not participate in TARP, but did opt in the TLGP.Risk Mitigation.The Corporation manages its various risks through the implementation of policies and
procedures by The Board of Directors and Management. These policies and procedures provide
a broad oversight for the safe and sound management of the Corporation and its subsidiaries.The Corporation utilizes a variety of functions to validate its system of internal controls.
These functions include an independent internal audit function, an independent loan review
function and various consultants with expertise in specific operational areas who identify
risks and risk mitigation strategies.
 
 Item 1B. Unresolved Staff Comments.
 Item 1B Unresolved Staff Comments
 The Corporation has no unresolved staff comments.I
    
    
    Discussion of Assets, Liabilities and Shareholders Equity; Interest
Rates and Interest DifferentialThe information required by this item is set forth in the Companys
Annual Report to Shareholders. Such information is incorporated
herein by reference.
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II
    
    
    Investment PortfolioThe following table sets forth the carrying amount of securities at December 31,
2008, 2007 and 2006.
 (In thousands)
    
    2008
    
    
    2007
    
    
    2006Available for saleU.S. government and agency obligations
    
    $
    33,197
    
    
    $
    24,540
    
    
    $
    21,360States and municipal obligations
    
    
    29,161
    
    
    
    23,708
    
    
    
    24,510Collateralized debt obligations
    
    
    
    
    
    
    7,894
    
    
    
    8,532Mortgage-backed securities
    
    
    48,930
    
    
    
    32,773
    
    
    
    33,576Total debt securities
    
    
    111,288
    
    
    
    88,915
    
    
    
    87,978Other securities, non-debt
    
    
    72
    
    
    
    94
    
    
    
    93Total
    
    $
    111,360
    
    
    $
    89,009
    
    
    $
    88,071Held to maturityCollateralized debt obligations
    
    $
    8,002
    
    
    $
    
    
    
    $
    
 The following table sets forth information regarding scheduled maturities, fair value and
weighted average yields of the Corporations debt securities only at December 31, 2008.
The weighted average yield has been computed using the historical amortized cost for
securities available for sale. The weighted average yield on tax-exempt obligations is
computed on a taxable equivalent basis based on the statutory federal income tax rate of
34%.
 One
    
    
    FiveOne
    
    
    Through
    
    
    Through
    
    
    AfterYear
    
    
    Five
    
    
    Ten
    
    
    Ten
    
    
    Fair Value(In thousands)
    
    or Less
    
    
    Years
    
    
    Years
    
    
    Years
    
    
    TotalAvailable for saleU.S. government and
agency obligations
    
    $
    2,025
    
    
    $
    15,765
    
    
    $
    11,878
    
    
    $
    3,529
    
    
    $
    33,197States and municipal
obligations
    
    
    392
    
    
    
    2,790
    
    
    
    13,694
    
    
    
    12,285
    
    
    
    29,161Mortgage-backed securities (1)
    
    
    871
    
    
    
    4,406
    
    
    
    3,946
    
    
    
    39,707
    
    
    
    48,930$
    3,288
    
    
    $
    22,961
    
    
    $
    29,518
    
    
    $
    55,521
    
    
    $
    111,288Weighted average yield
    
    
    4.30
    %
    
    
    4.45
    %
    
    
    4.77
    %
    
    
    4.67
    %
    
    
    4.49
    %Held to maturityCollateralized debt obligations
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    4,079
    
    
    $
    4,079
 
 (1)
    
    Based on contractual terms to maturity. Mortgage-backed securities are
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III
    
    
    Loan PortfolioTypes of LoansThe amounts of gross loans, excluding net deferred loan fees costs outstanding at December 31, 2008, 2007,
2006, 2005, and 2004 are shown in the following table.
 (In thousands)
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Commercial and industrial
    
    $
    45,597
    
    
    $
    41,500
    
    
    $
    44,369
    
    
    $
    47,498
    
    
    $
    49,184Commercial real estate
    
    
    207,968
    
    
    
    193,608
    
    
    
    200,821
    
    
    
    202,649
    
    
    
    175,796Residential real estate and
home equity
    
    
    192,331
    
    
    
    200,931
    
    
    
    206,488
    
    
    
    193,787
    
    
    
    170,010Real estate construction and
land development
    
    
    41,897
    
    
    
    49,037
    
    
    
    51,584
    
    
    
    49,553
    
    
    
    34,199Consumer and credit card
    
    
    25,249
    
    
    
    35,066
    
    
    
    48,448
    
    
    
    58,653
    
    
    
    53,156$
    513,042
    
    
    $
    520,142
    
    
    $
    551,710
    
    
    $
    552,140
    
    
    $
    482,345
 The following table summarizes maturity for commercial real estate and other commercial
loans at December 31, 2008.
 Less than one year
    

After
one year through five years
    

After
five years through ten years
    
    After ten yearsWeighted Average
    
    
    
    Weighted Average
    
    
    
    Weighted Average
    
    
    
    
    
    Weighted AverageAmount
    
    Yield
    
    Amount
    
    Yield
    
    Amount
    
    Yield
    
    Amount
    
    YieldCommercial real estate
    
    $
    27,255
    
    
    
    4.83
    %
    
    $
    26,905
    
    
    
    6.27
    %
    
    $
    38,181
    
    
    
    6.40
    %
    
    $
    115,627
    
    
    
    6.43
    %Commercial and industrial
    
    $
    27,552
    
    
    
    3.79
    %
    
    $
    8,735
    
    
    
    6.05
    %
    
    $
    7,369
    
    
    
    5.25
    %
    
    $
    1,941
    
    
    
    4.17
    %
 As of December 31, 2008, there were $42,512 fixed-rate and $156,246 variable-rate commercial
loans maturing in more than one year.
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Risk Elements
 Nonaccrual and Past Due Loans
  (In thousands)
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004Nonaccrual loans
    
    $
    4,698
    
    
    $
    10,360
    
    
    $
    5,189
    
    
    $
    2,185
    
    
    $
    1,879Accruing loans past due
90 days or more
    
    $
    1,146
    
    
    $
    2,740
    
    
    $
    3,307
    
    
    $
    2,648
    
    
    $
    1,544
   Potential Problem Loans
  Loan Concentrations
  Other Interest-Bearing Assets
  12




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##### Table of Contents



IV
    
    
    Summary of Loan Loss ExperienceAnalysis of the Allowance for Loan Losses
 The following table sets forth the activity in the Corporations allowance for loan and lease losses for the
years ended December 31, 2008, 2007, 2006, 2005, and 2004. (In thousands)
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Balance at beginning of year
    
    $
    8,298
    
    
    $
    5,442
    
    
    $
    5,535
    
    
    $
    4,818
    
    
    $
    4,331Loans charged off:Commercial
    
    
    (3,250
    )
    
    
    (549
    )
    
    
    (1,243
    )
    
    
    (193
    )
    
    
    (628
    )Commercial real estate
    
    
    (6,177
    )
    
    
    (5,549
    )
    
    
    (59
    )
    
    
    (61
    )
    
    
    (102
    )Residential real estate
and home equity
    
    
    (203
    )
    
    
    (330
    )
    
    
    (78
    )
    
    
    (48
    )
    
    
    (60
    )Real estate construction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consumer and credit card
    
    
    (1,024
    )
    
    
    (1,258
    )
    
    
    (955
    )
    
    
    (1,135
    )
    
    
    (524
    )Lease financing
    
    
    
    
    
    
    (5
    )
    
    
    
    
    
    
    (20
    )
    
    
    (71
    )Total loans charged off
    
    
    (10,654
    )
    
    
    (7,691
    )
    
    
    (2,335
    )
    
    
    (1,457
    )
    
    
    (1,385
    )Loan recoveries:Commercial
    
    
    35
    
    
    
    42
    
    
    
    13
    
    
    
    14
    
    
    
    21Commercial real estate
    
    
    5
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    Residential real estate
and home equity
    
    
    7
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    Consumer and credit card
    
    
    269
    
    
    
    339
    
    
    
    421
    
    
    
    142
    
    
    
    154Lease financing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18
    
    
    
    1Total loan recoveries
    
    
    316
    
    
    
    388
    
    
    
    434
    
    
    
    174
    
    
    
    176Net loans charged off
    
    
    (10,338
    )
    
    
    (7,303
    )
    
    
    (1,901
    )
    
    
    (1,283
    )
    
    
    (1,209
    )Provision for loan losses
    
    
    8,177
    
    
    
    10,159
    
    
    
    1,808
    
    
    
    2,000
    
    
    
    1,696Balance at end of year
    
    $
    6,137
    
    
    $
    8,298
    
    
    $
    5,442
    
    
    $
    5,535
    
    
    $
    4,818Ratio of net charge-offs to
average loans outstanding
    
    
    2.00
    %
    
    
    1.36
    %
    
    
    0.34
    %
    
    
    0.24
    %
    
    
    0.28
    %
 13




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##### Table of Contents



Allocation of the Allowance for Loan Losses
  Percentage of
    
    
    
    
    
    
    Percentage of
    
    
    
    
    
    
    Percentage ofLoans in Each
    
    
    
    
    
    
    Loans in Each
    
    
    
    
    
    
    Loans in EachAllowance
    
    
    Category to
    
    
    Allowance
    
    
    Category to
    
    
    Allowance
    
    
    Category toAmount
    
    
    Total Loans
    
    
    Amount
    
    
    Total Loans
    
    
    Amount
    
    
    Total Loans(In thousands)
    
    December 31, 2008
    
    
    December 31, 2007
    
    
    December 31, 2006Commercial and industrial
    
    $
    683
    
    
    
    8.88
    %
    
    $
    1,328
    
    
    
    7.97
    %
    
    $
    1,646
    
    
    
    8.03
    %Commercial real estate
    
    
    4,374
    
    
    
    40.57
    
    
    
    6,092
    
    
    
    37.26
    
    
    
    2,055
    
    
    
    36.44Residential real estate
and home equity
    
    
    410
    
    
    
    37.47
    
    
    
    129
    
    
    
    38.60
    
    
    
    156
    
    
    
    37.38Real estate construction
    
    
    
    
    
    
    8.16
    
    
    
    
    
    
    
    9.42
    
    
    
    13
    
    
    
    9.34Consumer and credit card
    
    
    670
    
    
    
    4.92
    
    
    
    746
    
    
    
    6.74
    
    
    
    1,572
    
    
    
    8.77Lease financing
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    .01
    
    
    
    
    
    
    
    .04Total
    
    $
    6,137
    
    
    
    100.00
    %
    
    $
    8,298
    
    
    
    100.00
    %
    
    $
    5,442
    
    
    
    100.00
    %
 December 31, 2005
    
    
    December 31, 2004Commercial and industrial
    
    $
    2,411
    
    
    
    8.59
    %
    
    $
    3,240
    
    
    
    10.18
    %Commercial real estate
    
    
    887
    
    
    
    36.64
    
    
    
    225
    
    
    
    36.37Residential real estate and
home equity
    
    
    529
    
    
    
    35.20
    
    
    
    245
    
    
    
    35.37Real estate construction
    
    
    98
    
    
    
    8.96
    
    
    
    
    
    
    
    7.08Consumer and credit card
    
    
    1,610
    
    
    
    10.49
    
    
    
    1,074
    
    
    
    10.73Lease financing
    
    
    
    
    
    
    .12
    
    
    
    34
    
    
    
    .27Total
    
    $
    5,535
    
    
    
    100.00
    %
    
    $
    4,818
    
    
    
    100.00
    %
 
 14




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##### Table of Contents



V
    
    
    Deposits
 Schedule of Average Deposit Amounts and RatesThe average balance of noninterest-bearing demand deposits totaled $52.3 million, $54.3
million, and $63.8 million, for the years ended December 31, 2008, 2007 and 2006,
respectively. Additional detail regarding the make-up of the Corporations average
deposit balances and related interest expense can be found on the Corporations attached
Annual Report to Shareholders.Maturity Analysis of Time Deposits Greater than $100,000The following is a schedule of maturities of time certificates of deposit in amounts of
$100,000 or more as of December 31, 2008.
 (In thousands)Three months or less
    
    $
    89,015Over three through six months
    
    
    27,336Over six through twelve months
    
    
    39,136Over twelve months
    
    
    26,851Total
    
    $
    182,338
 VI
    
    
    Return on Equity and AssetsThe information required by this item is set forth in the Companys Annual Report to Shareholders.VII
    
    
    Short-Term BorrowingsAverage outstanding balances of short-term borrowings were 9.6% of shareholders equity for the year ending December 31,
2008, 29% for the year ended December 31, 2007 and 14% for the year ended December 31, 2006. The maximum amounts of
outstanding short term borrowings were $46,789, $16,596 and $1,709 for the year ended December 31, 2008, 2007 and 2006,
respectively.
 15




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##### Table of Contents



Item 2 Properties
  1.
    
    Corporate Office, 110 Riverbend Avenue, Lewis Center, Ohio 43015 (owned)2.
    
    Downtown Delaware Branch Office, 41 N. Sandusky St., Delaware, Ohio 43015 (leased)3.
    
    William Street DriveThru Office, 33 W. William St., Delaware, Ohio 43015 (leased)4.
    
    Delaware Center Branch Office, 199 S. Sandusky Street, Delaware, Ohio 43015 (owned)5.
    
    Galena Branch Office, 10 Park Street, Galena, Ohio 43021 (owned)6.
    
    Ostrander Branch Office, 10 West North Street, Ostrander, Ohio 43061 (owned)7.
    
    Ashley Branch Office, 2 West High Street, Ashley, Ohio 43003 (owned)8.
    
    Buehlers Central Office, 800 West Central Avenue, Delaware, Ohio 43015 (leased)9.
    
    Marysville Office, 1169 West Fifth Street, Marysville, Ohio 43040 (leased)10.
    
    Sunbury Office, 75 S. Miller Dr., Sunbury, Ohio 43074 (owned)11.
    
    Highland Lakes Office, 6156 Highland Lakes Avenue, Westerville, Ohio 43085 (leased)12.
    
    Sawmill Parkway Office, 10149 Brewster Lane, Powell, Ohio 43065 (leased)13.
    
    Avery Road Office, 6820 Perimeter Loop Road, Dublin, Ohio 43017 (leased)14.
    
    Willowbrook Branch Office, 100 Willowbrook Way South, Delaware, Ohio 43015 (leased)15.
    
    Olentangy Crossing Office, 81 Gallopers Ridge East, Lewis Center, Ohio 43035 (leased)16.
    
    Corporate Center Drive-Thru, Corner of Evergreen & US 23, S., Lewis Center, OH 43035 (owned)17.
    
    Polaris Office, 1942 Polaris Parkway, Columbus, Ohio 43240 (leased)18.
    
    ATM Express Bank, 554 W. Central Ave., Delaware, Ohio 43015 (leased)19.
    
    ATM Express Bank, Ohio Wesleyan University, Delaware, Ohio 43015 (leased)20.
    
    ATM Express Bank, 8208 Marysville Road West, Ostrander, Ohio 43061 (leased)21.
    
    ATM Express Bank, 1123 Columbus Pike, Delaware, Ohio 43015 (leased)22.
    
    ATM Express Bank, American Showa, 707 West Cherry Street, Sunbury, Ohio 43074 (leased)23.
    
    ATM Express Bank, Dextars IGA, 153 West Water Street, Prospect, Ohio 43342 (leased)24.
    
    ATM Express Bank, 240 North Liberty Street, Powell, Ohio 43065 (leased)25.
    
    Marysville City Gate, 181 North Colemanss Crossing, Marysville, Ohio 43040 (owned)26.
    
    Marysville Plaza Office, 1055 West 5th Street, Marysville, Ohio 43040
(leased)27.
    
    Liberty Office, 7319 Sawmill Parkway, Powell, Ohio 43065 (leased)
  
 Item 3 Legal Proceedings
  
 Item 4 Submission of Matters to a Vote of Security Holders
  16




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##### Table of Contents



PART II
 
 Item 5 Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities
   
 Item 6 Selected Financial Data
  
 Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations
  
 Item 7a Quantitative and Qualitative Disclosures About Market Risk
  
 Item 8 Financial Statements and Supplementary Data
  
 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A Controls and Procedures
 Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
   17




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##### Table of Contents



Managements Report on Internal Control Over Financial Reporting
     18




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##### Table of Contents



Item 9B Other Information
  
 PART III
 
 Item 10 Directors and Executive Officers of the Registrant
   
 Item 11 Executive Compensation
  
 Item 12 Security Ownership of Certain Beneficial Owners and Management
   Number of securitiesremaining available for futureNumber of securities to be
    
    
    
    
    
    issuance under equityissued upon exercise of
    
    Weighted-average exercise
    
    compensation plansoutstanding options, warrants
    
    price of outstanding options,
    
    (excluding securities reflectedand rights
    
    warrants and rights
    
    in column (a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    
    159,284
    
    
    $
    22.92
    
    
    
    140,130Equity compensation
plan not approved
by security holders
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    159,284
    
    
    $
    22.92
    
    
    
    140,130
 19




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##### Table of Contents



Item 13 Certain Relationships and Related Transactions
  
 Item 14 Principal Accountant Fees and Services
  20




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##### Table of Contents



PART IV
 
 Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K
 (a)
    
    Documents filed as part of Form 10-K
 1
    
    The following consolidated financial statements appear in the
Corporations 2008 Annual Report, Exhibit 13 to Shareholders and are incorporated
herein by reference.
 Report of Independent Registered Public Accounting Firm
    
    Page
    
    
    79Consolidated Balance Sheets
    
    Page
    
    
    42Consolidated Statements of Income
    
    Page
    
    
    43Consolidated Statements of Comprehensive Income
    
    Page
    
    
    44Consolidated Statements of Changes in Shareholders Equity
    
    Page
    
    
    45Consolidated Statements of Cash Flows
    
    Page
    
    
    46Notes to Consolidated Financial Statements
    
    Pages
    
    
    48
 2
    
    Exhibits
 3.1
    
    Articles of Incorporation of DCB Financial Corp
(incorporated by reference to Registrants Form S-4, File No. 333-15579,
effective January 10, 1997)3.2
    
    Code of Regulations of DCB Financial Corp (incorporated by
reference to Registrants Form S-4, File No. 333-15579, effective January 10,
1997)10.1
    
    Resignation, Release, and Post-Employment Covenants
Agreement by and between DCB Financial Corp., its wholly-owned subsidiary The
Delaware County Bank and Trust Company, and Larry D. Coburn (incorporated by
reference to Registrants report on Form 8-K, filed with the Commission on
November 21, 2002)10.2
    
    Employment agreement with Mr. Whitney (incorporated by
reference to Registrants Form 10-K, File No. 0-22387, effective March 25,
1998)10.3
    
    Employment agreement with Mr. Bernon (incorporated by
reference to Registrants Form 10-K, File No. 0-22387, effective March 27,
2000)10.4
    
    Employment agreement by and between DCB Financial Corp, its
wholly-owned subsidiary The Delaware County Bank and Trust Company, and
Jeffrey Benton (incorporated by reference to Registrants Form 8-K, File No.
0-22387, effective March 3, 2008).10.5
    
    DCB Financial Corp 2004 Long-Term Stock Incentive Plan
(incorporated by reference to Appendix D to our Proxy Statement, as filed
with the SEC on Schedule 14A on April 14, 2004)13
    
    Annual Report to Shareholders21
    
    Subsidiaries of DCB Financial Corp23.1
    
    Consent of BKD LLP23.2
    
    Consent of Grant Thornton LLP31.1
    
    Rule 13a-14 (a) Certifications31.2
    
    Rule 13a-14 (a) Certifications32.1
    
    Section 1350 Certifications32.2
    
    Section 1350 Certifications
 21




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##### Table of Contents



SIGNATURES
  Dated: March 31, 2009
    DCB FINANCIAL CORPBy:
    /s/ JEFFREY T. BENTONJeffrey T. Benton, President & CEO   Signatures
    
    Title/s/ JEFFREY T. BENTON

Jeffrey Benton
    
    President (Principal Executive Officer), CEO
and Director/s/ JOHN A. USTASZEWSKI

John A. Ustaszewski
    
    Senior Vice President and Chief Financial Officer
(Principal Financial Officer)/s/ TERRY M. KRAMER

Terry M. Kramer
    
    Director, Chairman of the Board/s/ JEROME J. HARMEYER

Jerome J. Harmeyer
    
    Director/s/ WILLIAM R. OBERFIELD

William R. Oberfield
    
    Director/s/ EDWARD A. POWERS

Edward A. Powers
    
    Director/s/ GARY M. SKINNER

Gary M. Skinner
    
    Director/s/ VICKI J. LEWIS

Vicki J. Lewis
    
    Director/s/ ADAM STEVENSON

Adam Stevenson
    
    Director/s/ DONALD J. WOLF

Donald J. Wolf
    
    Director/s/ PHILLIP F. CONNOLLY

Phillip F. Connolly
    
    Director
 22




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Description of Document3.1
    
    Amended Articles of Incorporation of DCB Financial Corp
(incorporated by reference to Registrants Form S-4, File No.
333-15579, effective January 10, 1997)3.2
    
    Code of Regulations of DCB Financial Corp (incorporated by
reference to Registrants Form S-4, File No. 333-15579, effective
January 10, 1997)10.1
    
    Resignation, Release, and Post-Employment Covenants
Agreement by and between DCB Financial Corp, its wholly-owned
subsidiary The Delaware County Bank and Trust Company, and Larry
D. Coburn (incorporated by reference to Registrants report on
Form 8-K, filed with the Commission on November 21, 2002)10.2
    
    Employment agreement with Mr. Whitney (incorporated by reference
to Registrants 1997 Form 10-K, File No. 0-22387, effective March
25, 1998)10.3
    
    Employment agreement with Mr. Bernon (incorporated by reference to
Registrants 1997 Form 10-K, File No. 0-22387, effective March 27,
2000)10.4
    
    Employment agreement by and between DCB Financial Corp, its
wholly-owned subsidiary The Delaware County Bank and Trust
Company, and Jeffrey Benton (incorporated by reference to
Registrants Form 8-K, File No. 0-22387, effective March 7, 2005).10.5
    
    DCB Financial Corp 2004 Long-Term Stock Incentive Plan
(incorporated by reference to Appendix D to our Proxy Statement,
as filed with the SEC on Schedule 14A on April 14, 2004)13
    
    Annual Report to Shareholders21
    
    Subsidiaries of DCB Financial Corp23.1
    
    Consent of BKD LLP23.2
    
    Consent of Grant Thornton LLP31.1
    
    Rule 13a-14 (a) Certifications31.2
    
    Rule 13a-14 (a) Certifications32.1
    
    Section 1350 Certifications32.2
    
    Section 1350 Certifications
 23