<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

  (Mark one)

[X]            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       OR

[ ]          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
                               ------------------
             (Exact name of registrant as specified in its charter)

                    OHIO                                      31-1469837
                    ----                                      ----------
       (State or other jurisdiction of                       (IRS Employer
       incorporation or organization)                     Identification No.)

   110 Riverbend Ave., Lewis Center, Ohio                        43035
   --------------------------------------                        -----
  (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code  (740) 657-7000
                                                    --------------

Securities registered pursuant to Section 12(b) of the Act:  None


Securities registered pursuant to Section 12(g) of the Act:  Common Shares,
                                                             No par value


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]   No [ ]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

At February 28, 2002, the aggregate market value of the voting stock held by
nonaffiliates of the registrant, based on a share price of $14.83 per share
(such price being the average of the bid and asked prices on such date) was
$57,483,838.

At February 28, 2002, the registrant had 4,273,200 common shares issued and
4,178,200 common shares outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II of Form 10-K - Portions of the Annual Report to Shareholders for
the year ended December 31, 2002.

Part III of Form 10-K - Portions of the definitive Proxy Statement for the 2002
Annual Meeting of Shareholders of DCB Financial Corp.



<PAGE>

                                     PART I

ITEM 1     DESCRIPTION OF BUSINESS

     (a) GENERAL DEVELOPMENT OF BUSINESS

         DCB Financial Corp (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 Bank also has two wholly-owned subsidiaries,
         D.C.B. Corporation and 362 Corp.

         The Corporation was incorporated under the laws of the State of Ohio in
         1997, at the direction of management of the Bank for the purpose of
         becoming a bank holding company by acquiring all outstanding shares of
         the Bank. The Corporation acquired all such shares of the Bank after an
         interim bank merger, which transaction was 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) FINANCIAL INFORMATION ABOUT BUSINESS SEGMENTS

         Refer to Page 17, Note 1 of the Annual Report to Shareholders.

     (c) NARRATIVE DESCRIPTION OF BUSINESS

         The 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, night depository facilities
         and trust services. The Bank also provides cash management, bond
         registrar and paying services. Through its own computer department, the
         Bank provides data processing services to other financial institutions;
         however, such services are not a significant part of operations or
         revenue.

         The Corporation, through 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 sound. Unemployment statistics have generally
         been among the lowest in the state of Ohio and real estate values have
         been stable to rising.

         The Bank is not significantly affected by seasonal activity or large
         deposits of any individual depositor. At year-end 2001, deposits of
         public funds (funds of governmental agencies and municipalities) were
         8.06% 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 past and current credit history, the
         collateral being used to secure the transaction in case 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 responsible credit officer
         monitors these factors throughout the life of the loan. All credit
         relationships of $575,000 or more are reviewed annually, as are 30% of
         credit relationships from $250,000 to $575,000, 20% of credit
         relationships from $100,000 to $250,000 (excluding residential
         mortgages), and 10% of residential mortgages from $100,000 to $250,000.
         In addition, any loan identified as a problem credit by management or
         during the loan review is assigned to the Bank's "watch loan list," and
         is subject to ongoing monitoring by the loan review function to ensure
         appropriate action is taken when deterioration has occurred.


                                                                             2.
<PAGE>

     (c) NARRATIVE DESCRIPTION OF BUSINESS (CONTINUED)

         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 and 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 borrower's cash flows when deciding whether to
         grant the credit to evaluate whether estimated future cash flows will
         be adequate to service principal and interest of the new obligation in
         addition to 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. Management performs much the same analysis when
         deciding whether to grant a commercial real estate loan as a commercial
         loan.

         Residential real estate loans and home equity lines of credit carry
         primarily adjustable rates, although fixed-rate loans are originated
         and 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 Corporation'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 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.



                                                                             3.
<PAGE>


     (c) NARRATIVE DESCRIPTION OF BUSINESS (CONTINUED)

         Another way the Bank meets the needs of its customers is through its
         lease-financing program. The Bank's leasing program involves leasing
         vehicles to individuals and businesses. The vehicle lease program
         includes new and late model automobiles and light trucks with terms
         from 12 to 60 months. The Bank also provides lease financing to
         businesses for commercial equipment. The Bank's comprehensive program
         includes leasing new and used equipment with flexible terms, though
         generally the term of a given lease is limited to some extent by the
         type of equipment and its useful life. Average lease terms for
         commercial equipment leases generally range from 3 to 8 years. The Bank
         sets aside a reserve to cover potential deficiencies in the residual
         value of the leased vehicle or equipment upon the termination of the
         lease.

         EMPLOYEES

         At December 31, 2001, the Bank employed 220 employees, 193 of whom were
         full-time. The Bank provides a number of benefits such as health,
         dental and life insurance for all, as well as education assistance for
         qualified employees. A 401(k) retirement plan is in place for eligible
         employees. No employee is represented by a union or collective
         bargaining group. Management considers its employee relations to be
         good. The Corporation has no employees not also employed by the Bank.

         COMPETITION

         The 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 and surrounding
         counties, the Bank competes for new deposit dollars and loans with
         several other commercial banks, both large regional banks and smaller
         community banks, as well as savings and loan associations, credit
         unions, finance companies, insurance companies, brokerage firms and
         investment companies. 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 and State
         and political 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, in pricing and 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 more than Prime depends on the overall account
         relationship and the creditworthiness of the borrower. Deposit rates
         are set weekly by the Asset/Liability Committee. The Bank's primary
         objective in setting deposit rates is to remain competitive in the
         market area while maintaining an adequate interest spread to meet
         overhead costs.


         SUPERVISION AND REGULATION

         The Bank is subject to supervision, regulation and periodic examination
         by the State of Ohio Superintendent of Financial Institutions and the
         Federal Deposit Insurance Corporation. 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. As a financial
         holding company, the Corporation is subject to supervision, regulation
         and periodic examination by the Federal Reserve Board.



                                                                             4.
<PAGE>


     (c) NARRATIVE DESCRIPTION OF BUSINESS (CONTINUED)

         Financial Modernization

         The Gramm-Leach-Bliley Act was signed into law on November 12, 1999 and
         became effective March 11, 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 Gramm-Leach-Bliley Act 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 in nature 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.

     (d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS

         Not applicable.

I        DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST
         RATES AND INTEREST DIFFERENTIAL

         A Refer to Page 9 of the Annual Report to Shareholders.

         B Refer to Page 9 of the Annual Report to Shareholders.

         C Refer to Page 10 of the Annual Report to Shareholders.



                                                                             5.
<PAGE>


II       INVESTMENT PORTFOLIO

         A    The following table sets forth the carrying amount of securities
              at December 31, 2001, 2000 and 1999.

<TABLE>
<CAPTION>
                  (In thousands)                                                  2001         2000         1999
                                                                                  ----         ----         ----
<S>                                                                           <C>           <C>          <C>
              AVAILABLE FOR SALE
                U.S. Treasury                                                 $       --    $   1,016    $    2,261
                U.S. government agencies                                          43,756       60,683        53,262
                States and political subdivisions                                  7,276        6,071         6,011
                Corporate bonds                                                      208           --            --
                Mortgage-backed                                                   30,587       32,141        28,980
                                                                              ----------    ---------    ----------
                  Total debt securities                                           81,827       99,911        90,514
                Other securities                                                   2,194        2,044         1,395
                                                                              ----------    ---------    ----------

                                                                              $   84,021    $ 101,955    $   91,909
                                                                              ==========    =========    ==========

              HELD TO MATURITY
                States and political subdivisions                             $    6,004    $   5,727    $    6,777
                Corporate bonds                                                      130           --           995
                Mortgage-backed                                                   28,584       24,116        27,473
                                                                              ----------    ---------    ----------

                                                                              $   34,718    $  29,843    $   35,245
                                                                              ==========    =========    ==========
</TABLE>

         B    The following table sets forth information regarding scheduled
              maturities, fair value and weighted average yields of the
              Corporation's debt and equity securities at December 31, 2001. 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 Corporation's marginal federal
              income tax rate of 34%.

<TABLE>
<CAPTION>
                                                                      ONE         FIVE
                                                         ONE        THROUGH      THROUGH       AFTER
                                                        YEAR         FIVE          TEN          TEN
                  (In thousands)                       OR LESS       YEARS        YEARS        YEARS        TOTAL
                                                       -------       -----        -----        -----        -----
<S>                                                 <C>          <C>          <C>           <C>          <C>
              AVAILABLE FOR SALE
                U.S. government agencies            $      402   $    4,256   $   25,429    $  13,669    $   43,756
                States and political
                  subdivisions                             350           --        1,874        5,052         7,276
                Corporate bonds                             --           --           --          208           208
                Mortgage-backed                             88        1,667        5,932       22,900        30,587
                                                    ----------   ----------   ----------    ---------    ----------

                                                    $      840   $    5,923   $   33,235    $  41,829    $   81,827
                                                    ==========   ==========   ==========    =========    ==========

              Weighted average yield                      5.88%        5.95%        5.65%        5.89%        5.80%
                                                    ==========   ==========   ==========    =========    =========

              HELD TO MATURITY
                States and political
                  Subdivisions                      $      615   $    2,750   $      913    $   1,726    $    6,004
                Corporate bonds                             --          130           --           --           130
                Mortgage-backed                            235        2,178        7,558       18,613        28,584
                                                    ----------   ----------   ----------    ---------    ----------

                                                    $      850   $    5,058   $    8,471    $  20,339    $   34,718
                                                    ==========   ==========   ==========    =========    ==========

              Weighted average yield                      5.33%        5.84%        6.30%        5.87%        5.96%
                                                    ==========   ==========   ==========    =========    =========
</TABLE>


                                                                             6.
<PAGE>


II       INVESTMENT PORTFOLIO (CONTINUED)

         C    Excluding holdings of U.S. Treasury securities and other agencies
              of the U.S. Government, there were no investments in securities of
              any one issuer exceeding 10% of the Corporation's consolidated
              shareholders' equity at year-end 2001.


III      LOAN PORTFOLIO

         A    TYPES OF LOANS

              The amounts of gross loans outstanding at December 31, 2001, 2000,
              1999, 1998 and 1997 are shown in the following table.

<TABLE>
<CAPTION>
                  (In thousands)                        2001         2000         1999         1998         1997
                                                        ----         ----         ----         ----         ----

<S>                                                 <C>          <C>          <C>           <C>          <C>
                Commercial and industrial           $   52,534   $   48,262   $   39,017    $  39,810    $   37,488
                Commercial real estate                 124,537      101,891       82,954       66,501        56,434
                Residential real estate and
                  home equity                           88,797       86,091       69,847       63,376        53,902
                Real estate construction                34,212       32,493       29,723       32,382        29,104
                Consumer and credit card                52,993       51,107       45,059       43,153        42,083
                Lease financing                          9,520       12,278       11,669       10,759        10,284
                                                    ----------   ----------   ----------    ---------    ----------

                                                    $  362,593   $  331,018   $  278,269    $ 256,011    $  229,295
                                                    ==========   ==========   ==========    =========    ==========
</TABLE>

         B    MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES

              The following is a schedule of commercial, commercial real estate
              and construction loans at December 31, 2001 maturing with the
              various time frames indicated.

<TABLE>
<CAPTION>
                                                                                   ONE
                                                                      ONE        THROUGH       AFTER
                                                                     YEAR         FIVE         FIVE
                  (In thousands)                                    OF LESS       YEARS        YEARS        TOTAL
                                                                    -------       -----        -----        -----
<S>                                                              <C>          <C>           <C>          <C>
              FIXED RATE
                Commercial and industrial                        $    2,049   $    7,229    $     943    $   10,221
                Commercial real estate                                2,514        2,180        8,164        12,858
                Real estate construction                              4,608          361          619         5,588
                                                                 ----------   ----------    ---------    ----------

                                                                 $    9,171   $    9,770    $   9,726    $   28,667
                                                                 ==========   ==========    =========    ==========

              VARIABLE RATE
                Commercial and industrial                        $   21,866   $   12,541    $   7,906    $   42,313
                Commercial real estate                                7,373        7,683       96,623       111,679
                Real estate construction                             18,634        9,990           --        28,624
                                                                 ----------   ----------    ---------    ----------

                                                                 $   47,873   $   30,214    $ 104,529    $  182,616
                                                                 ==========   ==========    =========    ==========
</TABLE>


                                                                            7.
<PAGE>


III      LOAN PORTFOLIO

         C    RISK ELEMENTS

              1.  NONACCRUAL, PAST DUE AND RESTRUCTURED LOANS

                  The following table summarizes nonaccrual loans, accruing
                  loans past due greater than 90 days of more and restructured
                  loans at December 31, 2001, 2000, 1999, 1998 and 1997.

<TABLE>
<CAPTION>
                      (In thousands)                          2001        2000        1999       1998        1997
                                                              ----        ----        ----       ----        ----

<S>                                                        <C>         <C>         <C>         <C>        <C>
                  Nonaccrual loans                         $  3,390    $   1,278   $     472   $    753   $   1,188
                  Accruing loans past due
                    90 days or more                             200          205         156        325         238
                  Troubled debt restructurings                   --           --          --         --          --
</TABLE>

                  The policy for placing loans on nonaccrual status is to cease
                  accruing interest on loans when management believes that
                  collection of interest is doubtful, when loans are past due as
                  to principal and interest 90 days or more, except that in
                  certain circumstances interest accruals are continued on loans
                  deemed by management to be fully collectible. In such cases,
                  loans are individually evaluated in order to determine whether
                  to continue income recognition after 90 days beyond the due
                  dates. When loans are placed on nonaccrual, any accrued
                  interest is charged against interest income.

                  The additional amount of interest income that would have been
                  recorded on nonaccrual loans, had they been current, totaled
                  $97,000 for the year ended December 31, 2001.

              2.  POTENTIAL PROBLEM LOANS

                  The Corporation had no potential problem loans as of December
                  31, 2001 which have not been disclosed in Table III.C.1., but
                  where known information about possible credit problems of
                  borrowers causes management to have serious doubts as to the
                  ability of such borrowers to comply with the present loan
                  repayment terms and which may result in disclosure of such
                  loans into one of the problem loan categories.

              3.  FOREIGN OUTSTANDINGS

                  Not applicable.

              4.  LOAN CONCENTRATIONS

                  At year-end 2001, there were no concentrations of loans
                  greater than 10% of total loans that are not otherwise
                  disclosed as a category of loans in Item III.A. above.


         D    OTHER INTEREST-BEARING ASSETS

              At year-end 2001, there were no other interest-bearing assets
              required to be disclosed under Item III.C.1. or .2 if such assets
              were loans.


                                                                            8.
<PAGE>


IV       SUMMARY OF LOAN LOSS EXPERIENCE

         A    ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

              The following table sets forth the activity in the Corporation's
              allowance for loans losses for the years ended December 31, 2001,
              2000, 1999, 1998 and 1997.

<TABLE>
<CAPTION>
                      (In thousands)                     2001        2000         1999         1998         1997
                                                         ----        ----         ----         ----         ----

<S>                                                 <C>          <C>          <C>           <C>          <C>
               Balance at beginning of year         $    3,334   $    2,793   $    1,948    $   1,842    $    1,923
               Loans charged off:
                  Commercial                              (278)        (115)        (358)        (112)         (263)
                  Commercial real estate                    --           --           --           --           (15)
                  Residential real estate
                    and home equity                         --           --          (27)          --            --
                  Real estate construction                  --           --           --           --            --
                  Consumer and credit card                (487)        (391)        (441)        (443)         (346)
                  Lease financing                           --           --           --          (13)          (20)
                                                    ----------   ----------   ----------    ---------    ----------
                     Total loans charged off              (765)        (506)        (826)        (568)         (644)
                                                    ----------   ----------   ----------    ---------    ----------

               Loan recoveries:
                  Commercial                                28           18           43           40            77
                  Commercial real estate                    --           --           --           --            --
                  Residential real estate
                    and home equity                         --           --            1           --            --
                  Consumer and credit card                 126          118          124          141           151
                  Lease financing                            1            3            8           24            15
                                                    ----------   ----------   ----------    ---------    ----------
                     Total loan recoveries                 155          139          176          205           243
                                                    ----------   ----------   ----------    ---------    ----------

               Net loans charged off                      (610)        (367)        (650)        (363)         (401)
               Provision for loan losses                   872          908        1,495          469           320
                                                    ----------   ----------   ----------    ---------    ----------

               Balance at end of year               $    3,596   $    3,334   $    2,793    $   1,948    $    1,842
                                                    ==========   ==========   ==========    =========    ==========

               Ratio of net charge-offs to average
                 average loans outstanding                0.18%        0.12%        0.25%        0.15%        0.19%
                                                    ==========   ==========   ==========    =========    =========
</TABLE>


         B    ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

              The following schedule is a breakdown of the allowance for loan
              losses allocated by type of loan and related ratios. While
              management's periodic analysis of the adequacy of allowance for
              loan losses may allocate portions of the allowance for specific
              problem-loan situations, the entire allowance is available for any
              loan charge-offs that occur.



                                                                            9.
<PAGE>

<TABLE>
<CAPTION>
(In thousands)                                      Percentage of                       Percentage of                 Percentage of
                                                    Loans in Each                       Loans in Each                 Loans in Each
                                Allowance            Category to   Allowance            Category to   Allowance        Category to
                                 Amount              Total Loans    Amount              Total Loans    Amount          Total Loans
                                 ------              -----------    ------              -----------    ------          -----------
                                       December 31, 2001                  December 31, 2000                December 31, 1999
                                       -----------------                  -----------------                -----------------

<S>                          <C>                      <C>         <C>                       <C>         <C>              <C>
Commercial and industrial    $     1,765              14.49%      $     1,247               14.61%      $     652          14.08%
Commercial real estate                94              34.35               174               30.73             332          29.90
Residential real estate
  and home equity                    116              24.49                73               25.89             111          25.09
Real estate construction              57               9.44                24                9.80              45          10.71
Consumer and credit card             799              14.62               691               15.73             575          16.57
Lease financing                       68               2.63                76                3.23              57           3.65
Unallocated                          697                  --            1,049                   --          1,021             --
                             -----------          ----------      -----------           ----------    -----------        -------

     Total                   $     3,596             100.00%      $     3,334              100.00%     $    2,793         100.00%
                             ===========          =========       ===========           =========     ===========        =======

<CAPTION>

                                        December 31, 1998                  December 31, 1997
                                        -----------------                  -----------------

<S>                          <C>                    <C>           <C>                     <C>
Commercial and industrial    $       618              15.62%      $       516               16.40
Commercial real estate               160              26.05               178               24.68
Residential real estate and
  home equity                         93              24.73                63               23.48
Real estate construction              49              12.68                30               12.73
Installment and credit card          494              17.26               465               18.77
Lease financing                       74               3.66                68                3.94
Unallocated                          460                  --              522                   --
                             -----------          ----------      -----------           ----------

     Total                   $     1,948             100.00%      $     1,842              100.00%
                             ===========          =========       ===========           =========
</TABLE>



                                                                           10.
<PAGE>

V        DEPOSITS

         A    SCHEDULE OF AVERAGE DEPOSIT AMOUNTS AND RATES

              1    Average balance of noninterest-bearing demand deposits
                   totaled $61,973,000, $62,355,000 and $60,857,000 for the
                   years ended December 31, 2001, 2000 and 1999.
              2    Refer to Page 9 of the Annual Report to Shareholders.
              3    Refer to Page 9 of the Annual Report to Shareholders.
              4    Refer to Page 9 of the Annual Report to Shareholders.
              5-8  Not applicable.

         B    OTHER CATEGORIES

              Not applicable.

         C    FOREIGN DEPOSITS

              Not applicable.

         D    MATURITY ANALYSIS OF TIME DEPOSITS GREATER THAN $100,000

              The following is a schedule of maturities of time certificates of
              deposit in amounts of $100,000 or more as of December 31, 2001.

                      (In thousands)
                Three months or less                         $     18,102
                Over three through six months                      12,414
                Over six through twelve months                      7,690
                Over twelve months                                 11,025
                                                             ------------

                   Total                                     $     49,231
                                                             ============


         E    TIME DEPOSITS GREATER THAN $100,000 ISSUED BY FOREIGN OFFICES

              Not applicable.


VI       RETURN ON EQUITY AND ASSETS

         Refer to Page 6 of the Annual Report to Shareholders.


VII      SHORT-TERM BORROWINGS

         This item is not required for the Corporation because average
         outstanding balances of short-term borrowings for the years ending
         December 31, 2001, 2000 and 1999 were less than 30% of shareholders'
         equity at such dates.



                                                                           11.
<PAGE>


ITEM 2     PROPERTIES

The Bank owns and operates its main office at 110 Riverbend Avenue, Lewis
Center, Ohio 43035. The Bank also operates 16 branches and 4 other properties
that are owned or leased as noted below:

<TABLE>

<S>  <C>
1.   Delaware Branch Office, 41 N. Sandusky St., Delaware, Ohio 43015 (owned)
2.   Drive-in Office, 33 W. William St., Delaware, Ohio 43015 (owned)
3.   Delaware Center Branch Office, 199 S. Sandusky Street, Delaware, Ohio 43015 (owned)
4.   Galena Branch Office, 10 Park Street, Galena, Ohio 43021 (owned)
5.   Ostrander Branch Office, 10 West North Street, Ostrander, Ohio 43061 (owned)
6.   Green Meadows Branch Office, 9191 Columbus Pike, Lewis Center, Ohio 43035 (leased)
7.   Ashley Branch Office, 1 West High Street, Ashley, Ohio 43003 (owned)
8.   Buehlers Central Office, 800 West Central Avenue, Delaware, Ohio 43015 (leased)
9.   Marysville Banking Center, 108 South Main Street, Marysville, Ohio 43040 (owned)
10.  Marysville Banking Center II, 11069 West Fifth Street, Marysville, Ohio 43040 (leased)
11.  Powell Office, 22 South Liberty Street, Powell, Ohio 43065 (owned)
12.  Sunbury Office, 492 West Cherry Street, Sunbury, Ohio 43074 (leased)
13.  Highland Lakes Office, 6156 Highland Lakes Avenue, Westerville, Ohio 43085 (leased)
14.  Sawmill Parkway Office, 10149 Brewster Lane, Powell, Ohio 43065 (leased)
15.  Avery Road Office, 6820 Perimeter Loop Road, Dublin, Ohio 43017 (leased)
16.  ATM Express Bank, W. Central Ave., Delaware, Ohio 43015 (leased)
17.  ATM Express Bank, Ohio Wesleyan University, Delaware, Ohio 43015 (leased)
18.  ATM Express Bank, 8208 Marysville Road West, Ostrander, Ohio 43061 (leased)
19.  Operations Center, 163 N. Sandusky Street, Delaware, Ohio 43015 (leased)
20.  ATM Express Bank, 1123 U.S. Route 23 South, Delaware, Ohio 43015 (leased)
21.  Willowbrook Branch Office, 100 Willowbrook Way South, Delaware, Ohio 43015 (leased)
</TABLE>

Management considers its physical properties to be in good operating condition
and suitable for the purposes for which they are being used. All the properties
owned by the Bank are unencumbered by any mortgage or security interest and are,
in management's opinion, adequately insured. A portion of the building that
currently houses the main office is leased to two tenants.


ITEM 3     LEGAL PROCEDINGS

There is no pending litigation, other than routine litigation incidental to the
business of the Corporation and Bank, or of a material nature involving or
naming the Corporation or Bank as a defendant. Further, there are no material
legal proceedings in which any director, executive officer, principal
shareholder or affiliate of the Corporation is a party or has a material
interest, which is adverse to the Corporation or Bank. No routine litigation in
which the Corporation or Bank is involved is expected to have a material adverse
impact on the financial position or results of operations of the Corporation or
Bank.


ITEM 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the security holders in the fourth
quarter of 2001.


                                                                           12.
<PAGE>


                                     PART II

ITEM 5     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Refer to Page 5 "Common Stock and Stockholder Matters" of the Annual Report to
Shareholders.

TRANSFER AGENT

DCB Financial Corp acts as transfer agent for the Corporation's common stock.

ANNUAL AND OTHER REPORTS, SHAREHOLDER AND GENERAL INQUIRIES

DCB Financial Corp is required to file an annual report on Form 10-K, for its
fiscal year ended December 31, 2001, with the Securities and Exchange
Commission. Copies of the Form 10-K annual report and the Corporation's
quarterly reports may be obtained without charge by contacting:

     Mr. Donald R. Blackburn
     DCB Financial Corp
     110 Riverbend Avenue
     Delaware, Ohio  43035
     (740) 657-7000


ITEM 6     SELECTED FINANCIAL DATA

Refer to Page 6 "Selected Financial Information and Other Data" of the Annual
Report to Shareholders.


ITEM 7     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

Refer to Pages 6 - 12 "Management's Discussion and Analysis of Financial
Condition and Results of Operations" of the Annual Report to Shareholders.


ITEM 7a    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Refer to Pages 10 - 11 "Asset and Liability Management and Market Risk" of the
Annual Report to Shareholders.


ITEM 8     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Refer to Pages 13 - 26 of the Annual Report to Shareholders.


ITEM 9     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE

No changes in or disagreements with the independent accountants on accounting
and financial disclosure have occurred.



                                                                           13.
<PAGE>


                                    PART III

ITEM 10    DIRECTORS, AND EXECUTIVE OFFICERS OF THE REGISTRANT

Refer to Pages 3 - 4 and 11 "Election of Directors and Information with Respect
to Directors and Officers", "Security Ownership of Certain Beneficial Owners and
Management" and "Compliance with Sections 16(A) of the Securities Exchange Act
of 1934" of the Proxy Statement.


ITEM 11    EXECUTIVE COMPENSATION

Refer to Pages 6 - 9 "Executive Compensation and Other Information" of the Proxy
Statement.


ITEM 12    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Refer to Page 4 "Security Ownership of Certain Beneficial Owners and Management"
of the Proxy Statement.


ITEM 13    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Refer to Page 11 "Certain Relationships and Related Transactions" of the Proxy
Statement.



                                                                            14.
<PAGE>


                                     PART IV

ITEM 14    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 2001 Annual Report to Shareholders and are incorporated
                    herein by reference.

<TABLE>
<S>                                                                                     <C>
                    Report of Independent Auditors                                      Page     12
                    Consolidated Balance Sheets                                         Page     13
                    Consolidated Statements of Income                                   Page     14
                    Consolidated Statements of Changes in Shareholders' Equity          Page     15
                    Consolidated Statements of Cash Flows                               Page     16
                    Notes to Consolidated Financial Statements                          Pages    17 - 26
</TABLE>

                2   The summary of selected quarterly results of operations
                    appears on Page 26 of the Annual Report to Shareholders and
                    is incorporated herein by reference.

                3   Exhibits

                    2           Not Applicable
                    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)
                    4           Not Applicable
                    9           Not Applicable
                    10.1        Employment agreement with Mr. Coburn
                                (incorporated by reference to Registrant's Form
                                8-B, File No. 000-22387, effective April 15,
                                1997)
                    10.2        Employment agreement with Mr. Westbrook
                                (incorporated by reference to Registrant's Form
                                8-B, File No. 000-22387, effective April 15,
                                1997)
                    10.3        Employment agreement with Mr. Whitney
                                (incorporated by reference to Registrant's Form
                                10-K, File No. 0-22387, effective March 25,
                                1998)
                    10.4        Employment agreement with Mr. Bernon
                                (incorporated by reference to Registrant's Form
                                10-K, File No. 0-22387, effective March 27,
                                2000)
                    11          Statement Regarding Computation of Per Share
                                Earnings
                    13          Reference to the Annual Report to Shareholders
                    16          Not Applicable
                    18          Not Applicable
                    21          Subsidiaries of DCB Financial Corp
                    22          Not Applicable
                    23          Consent of Independent Auditors
                    24          Not Applicable
                    99          Not Applicable


           (b)  REPORTS FILED ON FORM 8-K

                No reports on Form 8-K were filed during the fourth quarter of
                2001.


                                                                            15.
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                      DCB FINANCIAL CORP

                                      By:    /s/ LARRY D. COBURN
                                         ---------------------------------------
                                             Larry D. Coburn, President & CEO


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities on March 28, 2002.

              Signatures                          Title
              ----------                          -----


/s/ LARRY D. COBURN                    President (Principal Executive Officer),
----------------------------------
Larry D. Coburn                        CEO and Director


/s/ JEROME J. HARMEYER                 Director, Chairman of the Board
----------------------------------
Jerome J. Harmeyer


/s/ CHARLES W. BONNER                  Director
----------------------------------
Charles W. Bonner


/s/ WILLIAM R. OBERFIELD               Director
----------------------------------
William R. Oberfield


/s/ RODNEY B. HURL, M.D.               Director
----------------------------------
Rodney B. Hurl, M.D.


/s/ THOMAS T. PORTER                   Director
----------------------------------
Thomas T. Porter


/s/ EDWARD A. POWERS                   Director
----------------------------------
Edward A. Powers


/s/ MERRILL KAUFMAN                    Director
----------------------------------
Merrill Kaufman


/s/ GARY M. SKINNER                    Director
----------------------------------
Gary M. Skinner



                                                                           16.
<PAGE>


/s/ TERRY M. KRAMER                    Director
----------------------------------
Terry M. Kramer


/s/ G. EDWIN JOHNSON                   Director
----------------------------------
G. Edwin Johnson


/s/ VICKIE J. LEWIS                    Director
----------------------------------
Vickie J. Lewis


/s/ RICHARD L. BUMP                    Director
----------------------------------
Richard L. Bump




                                                                           17.
<PAGE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
            EXHIBIT                                                                                    SK ITEM
            NUMBER                                  DESCRIPTION OF DOCUMENT                            601 NO.
            ------                                  -----------------------                            -------

<S>           <C>                                                                                        <C>
              1             Statement Regarding Computation of Per Share Earnings                        11

              2             Annual Report to Shareholders                                                13

              3             Subsidiaries of DCB Financial Corp                                           21

              4             Consent of Independent Auditors                                              23
</TABLE>






                                                                            18.