##### 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, 2010
 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
 o þ
 þ o
 o o
 þ
  Large accelerated filers o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule
12b-2). Yes o No þ




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TABLE OF CONTENTS  PART IItem 1 Description of BusinessItem 1A Risk FactorsItem 1B. Unresolved Staff CommentsItem 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 EXHIBITSExhibit 13Exhibit 21Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2    Table of Contents  
 PART I
 
 Item 1
    
    Description of Business
 (a)
    
    General Development of Business
   (b)
    
    Narrative Description of Business
       2




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(b)
    
    Narrative Description of Business (Continued)
 Employees
   3




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Competition
 Wall
Street Journal
 Supervision and Regulation
     Liability for Banking Subsidiaries
   4




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FDICIA
  Financial Modernization
     (c)
    
    Available Information
   5




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Item 1A
    
    Risk Factors
  The current economic environment
   6




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Competition from other financial institutions in our markets
  The ability to extend credit and assessing the allowance for loan losses
   Asset and liability management and market risk
   Ability to pay cash dividends is limited
    7




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Legislative or regulatory changes or actions could adversely impact the financial services
industry
        8




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Legal Proceedings
  Risk Mitigation
  
 Item 1B
    
    Unresolved Staff Comments
    9




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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.
    
    Sunbury Office, 75 S. Miller Dr., Sunbury, Ohio 43074 (owned)10.
    
    Highland Lakes Office, 6156 Highland Lakes Avenue, Westerville, Ohio 43085 (leased)11.
    
    Sawmill Parkway Office, 10149 Brewster Lane, Powell, Ohio 43065 (leased)12.
    
    Avery Road Office, 6820 Perimeter Loop Road, Dublin, Ohio 43017 (leased)13.
    
    Willowbrook Branch Office, 100 Willowbrook Way South, Delaware, Ohio 43015 (leased)14.
    
    Olentangy Crossing Office, 81 Gallopers Ridge East, Lewis Center, Ohio 43035 (leased)15.
    
    Corporate Center Drive-Thru, Corner of Evergreen & US 23, S., Lewis Center, OH 43035
(owned)16.
    
    Polaris Office, 1942 Polaris Parkway, Columbus, Ohio 43240 (leased)17.
    
    Willowbrook, Delaware Run Branch Office, 100 Delaware Crossing West, Delaware, OH 43015
(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, Dextars IGA, 153 West Water Street, Prospect, Ohio 43342 (leased)23.
    
    ATM Express Bank, 240 North Liberty Street, Powell, Ohio 43065 (leased)24.
    
    Marysville City Gate, 181 North Colemanss Crossing, Marysville, Ohio 43040 (owned)25.
    
    Marysville Plaza Office, 1055 West 5th Street, Marysville, Ohio 43040
(leased)26.
    
    Liberty Office, 7319 Sawmill Parkway, Powell, Ohio 43065 (leased)
  
 Item 3
    
    Legal Proceedings
  
 Item 4
    
    Submission of Matters to a Vote of Security Holders
   10




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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
   11




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I
    
    Discussion of Assets, Liabilities and Shareholders Equity; Interest
Rates and Interest Differential
  II
    
    Investment Portfolio
  (In thousands)
    
    2010
    
    
    2009
    
    
    2008Available for saleU.S. agency obligations
    
    $
    29,986
    
    
    $
    27,455
    
    
    $
    33,197States and municipal obligations
    
    
    12,262
    
    
    
    25,952
    
    
    
    29,161Corporate bonds
    
    
    
    
    
    
    1,039
    
    
    
    Collateralized debt obligations
    
    
    
    
    
    
    
    
    
    
    Mortgage-backed securities
    
    
    27,349
    
    
    
    39,591
    
    
    
    48,930Total debt securities
    
    
    69,597
    
    
    
    94,037
    
    
    
    111,288Other securities, non-debt
    
    
    
    
    
    
    63
    
    
    
    72Total
    
    $
    69,597
    
    
    $
    94,100
    
    
    $
    111,360Held to maturityCollateralized debt obligations
    
    $
    1,313
    
    
    $
    1,752
    
    
    $
    8,002
  One
    
    
    FiveOne
    
    
    Through
    
    
    Through
    
    
    AfterYear
    
    
    Five
    
    
    Ten
    
    
    Ten
    
    
    Fair Value(In thousands)
    
    or Less
    
    
    Years
    
    
    Years
    
    
    Years
    
    
    TotalAvailable for saleU.S. agency obligations
    
    $
    
    
    
    $
    15,109
    
    
    $
    11,798
    
    
    $
    3,079
    
    
    $
    29,986States and municipal
obligations
    
    
    446
    
    
    
    2,712
    
    
    
    4,191
    
    
    
    4,913
    
    
    
    12,262Corporate bonds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mortgage-backed securities (1)
    
    
    1
    
    
    
    619
    
    
    
    5,121
    
    
    
    21,608
    
    
    
    27,349$
    447
    
    
    $
    18,440
    
    
    $
    21,110
    
    
    $
    29,600
    
    
    $
    69,597Weighted average yield
    
    
    3.49
    %
    
    
    3.31
    %
    
    
    4.03
    %
    
    
    4.34
    %
    
    
    3.96
    %
 (1)
    
    Based on contractual terms to maturity. Mortgage-backed securities
are subject to prepayment without penalty. FiveOne
    
    
    Through
    
    
    Through
    
    
    AfterYear
    
    
    Five
    
    
    Ten
    
    
    Ten
    
    
    Fair Value(In thousands)
    
    or Less
    
    
    Years
    
    
    Years
    
    
    Years
    
    
    TotalHeld to maturityCollateralized debt obligations
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,313
    
    
    $
    1,313
  12




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III
    
    
    Loan Portfolio
 Types of Loans
  (In thousands)
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Commercial and industrial
    
    $
    155,410
    
    
    $
    176,799
    
    
    $
    186,318
    
    
    $
    187,807
    
    
    $
    202,297Commercial real estate
    
    
    135,035
    
    
    
    155,576
    
    
    
    147,375
    
    
    
    137,070
    
    
    
    151,484Residential real estate and
home equity
    
    
    93,646
    
    
    
    98,542
    
    
    
    106,938
    
    
    
    118,178
    
    
    
    107,370Real estate construction and
land development
    
    
    17,339
    
    
    
    27,133
    
    
    
    32,985
    
    
    
    27,842
    
    
    
    27,843Lease financing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73
    
    
    
    234Consumer and credit card
    
    
    23,411
    
    
    
    31,394
    
    
    
    39,426
    
    
    
    49,239
    
    
    
    62,715Total
    
    $
    424,841
    
    
    $
    489,444
    
    
    $
    513,042
    
    
    $
    520,209
    
    
    $
    551,943
  After one year
    
    
    After five yearsLess than one year
    
    
    through five years
    
    
    through ten years
    
    
    After ten yearsWeighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    Average(In thousands)
    
    Amount
    
    
    Yield
    
    
    Amount
    
    
    Yield
    
    
    Amount
    
    
    Yield
    
    
    Amount
    
    
    YieldCommercial real estate
    
    $
    24,158
    
    
    
    4.60
    %
    
    $
    32,440
    
    
    
    4.95
    %
    
    $
    24,067
    
    
    
    5.10
    %
    
    $
    54,370
    
    
    
    5.57
    %Commercial and industrial
    
    $
    30,313
    
    
    
    4.91
    %
    
    $
    40,326
    
    
    
    5.52
    %
    
    $
    21,756
    
    
    
    5.25
    %
    
    $
    63,015
    
    
    
    5.66
    %
  Risk Elements
 Nonaccrual and Past Due Loans
  (In thousands)
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Nonaccrual loans
    
    $
    16,567
    
    
    $
    11,275
    
    
    $
    4,698
    
    
    $
    10,360
    
    
    $
    5,189Accruing loans past due
90 days or more
    
    $
    1,858
    
    
    $
    886
    
    
    $
    1,146
    
    
    $
    2,740
    
    
    $
    3,307
    13




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Potential Problem Loans
  Loan Concentrations
  Other Interest-Bearing Assets
  IV
    
    Summary of Loan Loss Experience
 Analysis of the Allowance for Loan Losses
  (In thousands)
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Balance at beginning of year
    
    $
    10,479
    
    
    $
    6,137
    
    
    $
    8,298
    
    
    $
    5,442
    
    
    $
    5,535Loans charged off:Commercial
    
    
    (2,261
    )
    
    
    (1,831
    )
    
    
    (3,250
    )
    
    
    (549
    )
    
    
    (1,243
    )Commercial real estate
    
    
    (6,175
    )
    
    
    (2,575
    )
    
    
    (6,177
    )
    
    
    (5,549
    )
    
    
    (59
    )Residential real estate
and home equity
    
    
    (498
    )
    
    
    (269
    )
    
    
    (203
    )
    
    
    (330
    )
    
    
    (78
    )Consumer and credit card
    
    
    (824
    )
    
    
    (1,115
    )
    
    
    (1,024
    )
    
    
    (1,258
    )
    
    
    (955
    )Lease financing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5
    )
    
    
    Total loans charged off
    
    
    (9,758
    )
    
    
    (5,790
    )
    
    
    (10,654
    )
    
    
    (7,691
    )
    
    
    (2,335
    )Loan recoveries:Commercial
    
    
    270
    
    
    
    99
    
    
    
    35
    
    
    
    42
    
    
    
    13Commercial real estate
    
    
    4
    
    
    
    261
    
    
    
    5
    
    
    
    1
    
    
    
    Residential real estate
and home equity
    
    
    12
    
    
    
    10
    
    
    
    7
    
    
    
    7
    
    
    
    Consumer and credit card
    
    
    200
    
    
    
    364
    
    
    
    269
    
    
    
    338
    
    
    
    421Lease financing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total loan recoveries
    
    
    486
    
    
    
    734
    
    
    
    316
    
    
    
    388
    
    
    
    434Net loans charged off
    
    
    (9,272
    )
    
    
    (5,056
    )
    
    
    (10,338
    )
    
    
    (7,303
    )
    
    
    (1,901
    )Provision for loan losses
    
    
    11,040
    
    
    
    9,398
    
    
    
    8,177
    
    
    
    10,159
    
    
    
    1,808Balance at end of year
    
    $
    12,247
    
    
    $
    10,479
    
    
    $
    6,137
    
    
    $
    8,298
    
    
    $
    5,442Ratio of net charge-offs to
average loans outstanding
    
    
    2.00
    %
    
    
    1.00
    %
    
    
    2.00
    %
    
    
    1.36
    %
    
    
    0.34
    %
  14




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Allocation of the Allowance for Loan Losses
  Percentage of
    
    
    
    
    
    
    Percentage ofLoans in Each
    
    
    
    
    
    
    Loan in EachAllowance
    
    
    Category to
    
    
    Allowance
    
    
    Category toAmount
    
    
    Total Loans
    
    
    Amount
    
    
    Total Loans(In thousands)
    
    December 31, 2010
    
    
    December 31, 2009Commercial and industrial
    
    $
    4,174
    
    
    
    36.58
    %
    
    $
    2,476
    
    
    
    36.12
    %Commercial real estate
    
    
    6,786
    
    
    
    31.78
    
    
    
    6,817
    
    
    
    31.79Residential real estate
and home equity
    
    
    491
    
    
    
    22.04
    
    
    
    312
    
    
    
    20.13Real estate construction
    
    
    
    
    
    
    4.08
    
    
    
    
    
    
    
    5.54Consumer and credit card
    
    
    796
    
    
    
    5.52
    
    
    
    874
    
    
    
    6.42Lease financing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    12,247
    
    
    
    100.00
    %
    
    $
    10,479
    
    
    
    100.00
    %
 December 31, 2008
    
    
    December 31, 2007Commercial and industrial
    
    $
    683
    
    
    
    36.32
    %
    
    $
    1,328
    
    
    
    36.10
    %Commercial real estate
    
    
    4,374
    
    
    
    28.73
    
    
    
    6,092
    
    
    
    26.35Residential real estate
and home equity
    
    
    410
    
    
    
    20.84
    
    
    
    129
    
    
    
    22.72Real estate construction
    
    
    
    
    
    
    6.43
    
    
    
    
    
    
    
    5.35Consumer and credit card
    
    
    670
    
    
    
    7.68
    
    
    
    746
    
    
    
    9.47Lease financing
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    .01Total
    
    $
    6,137
    
    
    
    100.00
    %
    
    $
    8,298
    
    
    
    100.00
    %
 December 31, 2006Commercial and industrial
    
    $
    1,646
    
    
    
    36.65
    %Commercial real estate
    
    
    2,055
    
    
    
    27.45Residential real estate
and home equity
    
    
    156
    
    
    
    19.45Real estate construction
    
    
    13
    
    
    
    5.04Consumer and credit card
    
    
    1,572
    
    
    
    11.37Lease financing
    
    
    
    
    
    
    0.04Total
    
    $
    5,442
    
    
    100.00
    %
  15




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V
    
    Deposits
 Schedule of Average Deposit Amounts and Rates
  Maturity Analysis of Time Deposits Greater than $100,000
  (In thousands)Three months or less
    
    $
    41,762Over three through six months
    
    
    26,130Over six through twelve months
    
    
    24,906Over twelve months
    
    
    36,781Total
    
    $
    129,579
 VI
    
    Return on Equity and Assets
  VII
    
    Short-Term Borrowings
   16




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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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Managements Report on Internal Control over Financial Reporting
    
 Item 9B
    
    Other Information
   18




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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 securities remainingavailable for future issuanceNumber of securities to be issued
    
    
    Weighted-average exercise price
    
    
    under equity compensation plansupon exercise of outstanding
    
    
    of outstanding options, warrants
    
    
    (excluding securities reflected inoptions, warrants and rights
    
    
    and rights
    
    
    column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    285,806
    
    
    $
    11.87
    
    
    
    12,934Equity compensation
plan not approved
by security holders
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    285,806
    
    
    $
    11.87
    
    
    
    12,934
   19




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




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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 2010 Annual Report, Exhibit 13 to Shareholders and are incorporated
herein.
 Report of Independent Registered Public Accounting FirmConsolidated Balance SheetsConsolidated Statements of OperationsConsolidated Statements of Comprehensive Income (Loss)Consolidated Statements of Changes in Shareholders EquityConsolidated Statements of Cash FlowsNotes to Consolidated Financial Statements
 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 Plante &
Moran PLLC, and BKD 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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SIGNATURES
  Dated: March 30, 2011
    DCB FINANCIAL CORPBy:
    /s/ David J. FolkweinDavid Folkwein, Interim-President & CEO   Signatures
    
    Title/s/ DAVID J. FOLKWEIN

David J. Folkwein
    
    Interim-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/ VICKI J. LEWIS

Vicki J. Lewis
    
    Director, Chairman of the Board/s/ EDWARD A. POWERS

Edward A. Powers
    
    Director/s/ ADAM STEVENSON

Adam Stevenson
    
    Director/s/ DONALD J. WOLF

Donald J. Wolf
    
    Director/s/ GERALD L. KREMER

Gerald L. Kremer
    
    Director/s/ MARK H. SHIPPS

Mark H. Shipps
    
    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 Plante & Moran PLLC, and BKD LLP31.1
    
    
    Rule 13a-14 (a) Certifications31.2
    
    
    Rule 13a-14 (a) Certifications32.1
    
    
    Section 1350 Certifications32.2
    
    
    Section 1350 Certifications
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