<PAGE>   1
                                                                    Page 1 of 24


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


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

               For the quarterly period ended: SEPTEMBER 30, 2000

                                       OR

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

                         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          (I.R.S. Employer Identification Number)
 incorporation or organization)

                 41 North Sandusky Street, Delaware, Ohio 43015
                 ----------------------------------------------
                    (Address of principal executive offices)

                                 (740) 363-1133
                         -------------------------------
                         (Registrant's telephone number)

Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 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.

                                 X   Yes          No
                               -----        -----

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

Common stock, no par value                      Outstanding at November 1, 2000:
                                                4,178,200 common shares
<PAGE>   2
                               DCB FINANCIAL CORP.
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000

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

                                Table of Contents

PART I - FINANCIAL INFORMATION


ITEM 1 - Financial Statements                                               Page
                                                                            ----

Consolidated Balance Sheets.................................................  3

Consolidated Statements of Income...........................................  4

Consolidated Statements of Comprehensive Income.............................  5

Condensed Consolidated Statements of Changes in
     Shareholders' Equity...................................................  6

Condensed Consolidated Statements of Cash Flows.............................  7

Notes to the Consolidated Financial Statements..............................  8


ITEM 2 - Management's Discussion and Analysis of Financial Condition
               and Results of Operations.................................... 13


ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk......... 19


PART II - OTHER INFORMATION................................................. 20


SIGNATURES   ..............................................................  21
<PAGE>   3
                               DCB FINANCIAL CORP.
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                             (Dollars in thousands)
--------------------------------------------------------------------------------

Item 1.  Financial Statements

<TABLE>
<CAPTION>
                                                                   September 30,  December 31,
                                                                       2000          1999
                                                                       ----          ----
<S>                                                                <C>            <C>
ASSETS
Cash and due from banks                                              $ 17,786      $ 12,038
Federal funds sold                                                      5,450         4,800
                                                                     --------      --------
     Total cash and cash equivalents                                   23,236        16,838
Securities available for sale, at fair value                          103,055        91,909
Securities held to maturity (estimated fair values of $31,683 at
  September 30, 2000 and $34,837 at December 31, 1999)                 32,035        35,245
Loans and leases                                                      328,117       277,468
Less allowance for loan and lease losses                               (3,166)       (2,793)
                                                                     --------      --------
     Net loans and leases                                             324,951       274,675
Premises and equipment, net                                             6,788         4,384
Accrued interest receivable and other assets                            8,176         6,954
                                                                     --------      --------

         Total assets                                                $498,241      $430,005
                                                                     ========      ========

LIABILITIES
Deposits
     Noninterest-bearing                                             $ 62,629      $ 57,033
     Interest-bearing                                                 359,869       314,766
                                                                     --------      --------
         Total deposits                                               422,498       371,799
Short-term borrowings                                                  27,000        13,000
Long-term borrowings                                                    3,625         3,889
Accrued interest payable and other liabilities                          2,033           930
                                                                     --------      --------
         Total liabilities                                            455,156       389,618

SHAREHOLDERS' EQUITY
Common stock, no par value, 7,500,000 shares authorized,
 4,273,200 shares issued                                                3,779         3,779
Retained earnings                                                      42,713        40,020
Treasury stock, 95,000 shares, at cost                                 (1,978)       (1,978)
Accumulated other comprehensive income                                 (1,429)       (1,434)
                                                                     --------      --------
         Total shareholders' equity                                    43,085        40,387
                                                                     --------      --------

         Total liabilities and shareholders' equity                  $498,241      $430,005
                                                                     ========      ========
</TABLE>

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

               See notes to the consolidated financial statements.

                                                                              3.
<PAGE>   4
                               DCB FINANCIAL CORP.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                  (Dollars in thousands, except per share data)

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

<TABLE>
<CAPTION>
                                             Three Months Ended         Nine Months Ended
                                                September 30,             September 30,
                                                -------------             -------------
                                               2000       1999          2000          1999
                                               ----       ----          ----          ----
<S>                                           <C>        <C>          <C>           <C>
INTEREST INCOME
     Loans, including fees                    $7,115     $5,516       $19,849       $16,286
     Securities
         Taxable                               2,028      1,701         5,795         5,099
         Nontaxable                              138        156           419           468
     Other                                        57        143           142           260
                                              ------     ------       -------       -------
         Total interest income                 9,338      7,516        26,205        22,113

INTEREST EXPENSE
     Deposits                                  4,796      3,540        12,966        10,100
     Other                                       485        129         1,072           399
                                              ------     ------       -------       -------
         Total interest expense                5,281      3,669        14,038        10,499
                                              ------     ------       -------       -------

NET INTEREST INCOME                            4,057      3,847        12,167        11,614

Provision for loan losses                        100        400           602           975
                                              ------     ------       -------       -------

NET INTEREST INCOME AFTER PROVISION            3,957      3,447        11,565        10,639

OTHER INCOME
     Service charges on deposit accounts         532        382         1,532         1,031
     Trust fees                                   88         66           281           239
     Data service fees                            63        105           201           363
     Securities gains (losses)                     2         (1)          (21)           24
     Net gain from sales of loans                 50        108           127           663
     Other operating income                      522        462         1,229         1,337
                                              ------     ------       -------       -------
         Total other income                    1,257      1,122         3,349         3,657

OTHER EXPENSE
     Salaries and other employee benefits      1,648      1,568         4,823         4,709
     Occupancy expense                           244        205           736           616
     Equipment expense                           340        360         1,074         1,083
     Ohio franchise tax expense                  129        122           387           382
     Other operating expenses                    945        650         2,673         2,186
                                              ------     ------       -------       -------
         Total other expenses                  3,306      2,905         9,693         8,976
                                              ------     ------       -------       -------

INCOME BEFORE FEDERAL INCOME TAXES             1,908      1,664         5,221         5,320

Provision for income taxes                       620        536         1,651         1,658
                                              ------     ------       -------       -------

NET INCOME                                    $1,288     $1,128       $ 3,570       $ 3,662
                                              ======     ======       =======       =======

EARNINGS PER COMMON SHARE                     $  .30     $  .27       $   .85       $   .88
                                              ======     ======       =======       =======
</TABLE>

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

               See notes to the consolidated financial statements.

                                                                              4.
<PAGE>   5
                               DCB FINANCIAL CORP.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (Unaudited)
                             (Dollars in thousands)

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

<TABLE>
<CAPTION>
                                              Three Months Ended          Nine Months Ended
                                                 September 30,              September 30,
                                                 -------------              -------------
                                               2000         1999         2000          1999
                                               ----         ----         ----          ----
<S>                                           <C>          <C>          <C>          <C>
NET INCOME                                    $1,288       $1,128       $3,570       $ 3,662

OTHER COMPREHENSIVE INCOME, NET OF TAX
     Unrealized gain/(loss) on available-
       for-sale securities arising during
       the period                                597         (335)          (9)       (1,535)
     Reclassification adjustment for
       amounts realized on securities
       sales included in net income               (1)          --           14           (16)
                                              ------       ------       ------       -------

         Total other comprehensive income        596         (335)           5        (1,551)
                                              ------       ------       ------       -------

COMPREHENSIVE INCOME                          $1,884       $  793       $3,575       $ 2,111
                                              ======       ======       ======       =======
</TABLE>

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

               See notes to the consolidated financial statements.

                                                                              5.
<PAGE>   6
                              DCB FINANCIAL CORP.
                  CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
                             IN SHAREHOLDERS' EQUITY
                                   (Unaudited)
                  (Dollars in thousands, except per share data)

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

<TABLE>
<CAPTION>
                                                    Three Months Ended         Nine Months Ended
                                                       September 30,             September 30,
                                                       -------------             -------------
                                                     2000         1999         2000         1999
                                                     ----         ----         ----         ----
<S>                                                <C>          <C>          <C>          <C>
Balance at beginning of period                     $41,493      $39,125      $40,387      $38,309

Net income                                           1,288        1,128        3,570        3,662

Dividends declared ($.07 and $.21 per share
  in 2000 and $.06 and $.18 per share in 1999)        (292)        (250)        (877)        (752)

Change in unrealized gain/loss on
  securities available for sale, net of tax            596         (335)           5       (1,551)
                                                   -------      -------      -------      -------

Balance at end of period                           $43,085      $39,668      $43,085      $39,668
                                                   =======      =======      =======      =======
</TABLE>

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

               See notes to the consolidated financial statements.

                                                                              6.
<PAGE>   7
                               DCB FINANCIAL CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in thousands)

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

<TABLE>
<CAPTION>
                                                           Nine Months Ended
                                                             September 30,
                                                             -------------
                                                          2000           1999
                                                          ----           ----
<S>                                                     <C>            <C>
NET CASH FLOWS FROM OPERATING ACTIVITIES                $  1,614       $  6,953

CASH FLOWS FROM INVESTING ACTIVITIES
     Securities available for sale
         Purchases                                       (40,550)       (30,812)
         Maturities and repayments                         6,156         22,548
         Proceeds from sales                              23,489          9,985
     Securities held to maturity
         Purchases                                        (2,846)       (16,492)
         Maturities and repayments                         6,003         24,600
     Net change in loans                                 (48,226)       (18,570)
     Premises and equipment expenditures                  (2,801)          (641)
                                                        --------       --------
         Net cash from investing activities              (58,775)        (9,382)

CASH FLOWS FROM FINANCING ACTIVITIES
     Net change in deposits                               50,700         14,737
     Net change in short-term borrowings                  14,000          1,765
     Repayment of long-term debt                            (264)          (252)
     Cash dividends paid                                    (877)          (752)
                                                        --------       --------
         Net cash from financing activities               63,559         15,498
                                                        --------       --------

Net change in cash and cash equivalents                    6,398         13,069

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR            16,838         15,492
                                                        --------       --------

CASH AND CASH EQUIVALENTS AT END OF YEAR                $ 23,236       $ 28,561
                                                        ========       ========

SUPPLEMENTAL DISCLOSURES
     Cash paid for income taxes                         $  1,847       $  1,760
     Cash paid for interest                               13,416         10,144
</TABLE>

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

               See notes to the consolidated financial statements.

                                                                              7.
<PAGE>   8
                               DCB FINANCIAL CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                             (Dollars in thousands)

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These interim financial statements are prepared without audit and reflect all
adjustments which, in the opinion of management, are necessary to present fairly
the financial position of DCB Financial Corp. (the "Corporation") at September
30, 2000, and its results of operations and cash flows for the periods
presented. All such adjustments are normal and recurring in nature. The
accompanying financial statements have been prepared in accordance with the
instructions of Form 10-Q and, therefore, do not purport to contain all
necessary financial disclosures required by generally accepted accounting
principles that might otherwise be necessary in the circumstances, and should be
read in conjunction with the financial statements, and notes thereto, of the
Corporation for the year ended December 31, 1999, included in its 1999 annual
report. Refer to the accounting policies of the Corporation described in the
notes to financial statements contained in the Corporation's 1999 annual report.
The Corporation has consistently followed these policies in preparing this Form
10-Q.

The accompanying consolidated financial statements include the accounts of the
Corporation and its wholly-owned subsidiary, The Delaware County Bank and Trust
Company (the "Bank"). The financial statements of the Bank include accounts of
its wholly-owned subsidiaries, D.C.B. Corporation and 362 Corp. All significant
intercompany accounts and transactions have been eliminated in consolidation.

The Corporation's revenues, operating income and assets are primarily from the
banking industry. The Corporation operates 15 offices in Delaware and Union
Counties, Ohio. Loan customers include a wide range of individuals, businesses
and other organizations. Major portions of loans are secured by various forms of
collateral including real estate, business assets, consumer property and other
items. The Corporation's primary funding source is deposits from customers in
its market area. The Corporation also purchases investments, operates a trust
department and engages in mortgage banking operations. All of the Corporation's
operations are considered by management to be aggregated in one reportable
operating segment.

To prepare financial statements in conformity with generally accepted accounting
principles, management makes estimates and assumptions based on available
information. These estimates and assumptions affect amounts reported in the
financial statements and disclosures provided; future results could differ. The
collectibility of loans, fair value of financial instruments and status of
contingencies are particularly subject to change.

Income tax expense is the sum of current-year income tax due or refundable and
change in deferred tax assets and liabilities. Deferred tax assets and
liabilities are the expected future tax consequences of temporary differences
between carrying amounts and tax bases of assets and liabilities computed using
enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets
to the amount expected to be realized.

Earnings per share computations are based on the weighted average number of
shares of common stock outstanding during the year. The weighted average number
of shares outstanding was 4,178,200 for the three and nine months ended
September 30, 2000 and 1999.

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

                                   (Continued)

                                                                              8.
<PAGE>   9
                               DCB FINANCIAL CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                             (Dollars in thousands)

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


NOTE 2 - SECURITIES

The amortized cost and estimated fair values of securities were as follows:

<TABLE>
<CAPTION>
                                                         Gross       Gross      Estimated
                                            Amortized  Unrealized  Unrealized     Fair
                                               Cost      Gains       Losses       Value
                                               ----      -----       ------       -----

                                             --------------September 30, 2000------------
<S>                                         <C>        <C>         <C>          <C>
SECURITIES AVAILABLE FOR SALE
     U.S. Treasury                           $  1,015     $ --      $    (1)     $  1,014
     U.S. government agencies
       and corporations                        64,434       30       (1,258)       63,206
     States and political subdivisions          6,178                  (262)       5,916
     Mortgage-backed securities                31,583       25         (700)       30,908
                                             --------     ----      -------      --------
              Total debt securities           103,210       55       (2,221)      101,044

     Other securities                           2,005        6           --         2,011
                                             --------     ----      -------      --------

     Total securities available for sale     $105,215     $ 61      $(2,221)     $103,055
                                             ========     ====      =======      ========

SECURITIES HELD TO MATURITY
     States and political subdivisions       $  6,403     $ 97      $   (70)     $  6,430
     Mortgage-backed securities                25,632       24         (403)       25,253
                                             --------     ----      -------      --------

     Total securities held to maturity       $ 32,035     $121      $  (473)     $ 31,683
                                             ========     ====      =======      ========

<CAPTION>
                                             ---------------December 31, 1999------------
<S>                                          <C>          <C>       <C>          <C>
SECURITIES AVAILABLE FOR SALE
     U.S. Treasury                           $  2,264     $  1      $    (4)     $  2,261
     U.S. government agencies
       and corporations                        54,451        7       (1,196)       53,262
     States and political subdivisions          6,535        2         (526)        6,011
     Mortgage-backed securities                29,457       26         (503)       28,980
                                             --------     ----      -------      --------
              Total debt securities            92,707       36       (2,229)       90,514

     Other securities                           1,374       21           --         1,395
                                             --------     ----      -------      --------

     Total securities available for sale     $ 94,081     $ 57      $(2,229)     $ 91,909
                                             ========     ====      =======      ========

SECURITIES HELD TO MATURITY
     States and political subdivisions       $  6,777     $ 68      $  (104)     $  6,741
     Corporate obligations                        995        5           --         1,000
     Mortgage-backed securities                27,473       24         (401)       27,096
                                             --------     ----      -------      --------

     Total securities held to maturity       $ 35,245     $ 97      $  (505)     $ 34,837
                                             ========     ====      =======      ========
</TABLE>

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

                                   (Continued)

                                                                              9.
<PAGE>   10
                               DCB FINANCIAL CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                             (Dollars in thousands)

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


NOTE 2 - SECURITIES (Continued)

Substantially all mortgage-backed securities are backed by pools of mortgages
that are insured or guaranteed by the Federal National Mortgage Association
("FNMA"), the Government National Mortgage Association ("GNMA") and the Federal
Home Loan Mortgage Corporation ("FHLMC").

At September 30, 2000, there were no holdings of securities of any one issuer,
other than the U.S. government and its agencies, in an amount greater than 10%
of shareholders' equity.

The amortized cost and estimated fair value of debt securities at September 30,
2000, by contractual maturity, are shown below. Actual maturities may differ
from contractual maturities because issuers may have the right to call or prepay
obligations. Mortgage-backed securities are shown separately since they are not
due at a single maturity date.

<TABLE>
<CAPTION>
                                    Available for sale        Held to maturity
                                    ------------------        ----------------
                                  Amortized       Fair      Amortized     Fair
                                     Cost         Value        Cost       Value
                                     ----         -----        ----       -----
<S>                               <C>           <C>         <C>          <C>
Due in one year or less            $ 12,019     $ 12,008     $   736     $   736
Due from one to five years           16,668       16,498       4,306       4,301
Due from five to ten years           33,591       32,816         921         922
Due after ten years                   9,349        8,814         440         471
Mortgage-backed securities           31,583       30,908      25,632      25,253
                                   --------     --------     -------     -------

                                   $103,210     $101,044     $32,035     $31,683
                                   ========     ========     =======     =======
</TABLE>

Proceeds from the sales of available-for-sale securities during the nine months
ended September 30, 2000 were $23,489. Gross gains of $10 and gross losses of
$31 were realized on those sales. Proceeds from the sales of available-for-sale
securities during the nine months ended September 30, 2000 were $9,985. Gross
gains of $31 and gross losses of $7 were realized on those sales.


NOTE 3 - LOANS AND LEASES

Loans and leases consisted of the following:

<TABLE>
<CAPTION>
                                                          September 30,   December 31,
                                                              2000           1999
                                                              ----           ----
<S>                                                       <C>             <C>
          Commercial and industrial                         $ 45,666       $ 39,063
          Commercial real estate                              99,976         82,954
          Residential real estate and home equity             84,772         69,611
          Real estate construction and land development       32,836         29,723
          Consumer and credit card                            54,134         45,977
          Lease financing, net                                10,733         10,140
                                                            --------       --------

                                                            $328,117       $277,468
                                                            ========       ========
</TABLE>

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

                                   (Continued)

                                                                             10.
<PAGE>   11
                               DCB FINANCIAL CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                             (Dollars in thousands)

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


NOTE 3 - LOANS AND LEASES (Continued)

Included in residential real estate and home equity loans are loans held for
sale of $2,191 at September 30, 2000 and $486 at December 31, 1999.


NOTE 4 - ALLOWANCE FOR LOAN AND LEASE LOSSES

Activity in the allowance for loan and lease losses for the three and nine
months ended September 30, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>
                                        Three months ended        Nine months ended
                                           September 30,             September 30,
                                           -------------             -------------
                                         2000         1999         2000         1999
                                         ----         ----         ----         ----
<S>                                     <C>          <C>          <C>          <C>
          Beginning balance             $3,131       $2,211       $2,793       $1,948
          Provision for loan losses        100          400          602          975
          Charge-offs                     (101)        (206)        (331)        (622)
          Recoveries                        36           37          102          141
                                        ------       ------       ------       ------

          Balance - September 30        $3,166       $2,442       $3,166       $2,442
                                        ======       ======       ======       ======
</TABLE>

Impaired loans are not material in any period presented.


NOTE 5 - CONCENTRATIONS OF CREDIT RISK AND FINANCIAL INSTRUMENTS WITH
  OFF-BALANCE SHEET RISK

Various contingent liabilities are not reflected in the financial statements,
including claims and legal actions arising in the ordinary course of business.
In the opinion of management, after consultation with legal counsel, the
ultimate disposition of these matters is not expected to have a material effect
on financial condition or results of operations.

The Corporation grants residential, consumer, and commercial loans to customers
located primarily in Delaware, Union and surrounding counties in Ohio. Most
loans are secured by specific items of collateral including business assets,
consumer assets and residences.

The Bank is a party to financial instruments with off-balance sheet risk in the
normal course of business to meet financing needs of its customers. The contract
amount of these instruments is not included in the consolidated financial
statements. At September 30, 2000 and December 31, 1999, the contract amount of
these instruments, which primarily include commitments to extend credit and
standby letters of credit, totaled approximately $49,446 and $65,580. Of these
commitments, fixed-rate commitments totaled $4,683 and $4,670 at September 30,
2000 and December 31, 1999. Since many commitments to make loans expire without
being used, the amount does not represent future cash commitments.

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

                                   (Continued)

                                                                             11.
<PAGE>   12
                               DCB FINANCIAL CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                             (Dollars in thousands)

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


NOTE 5 - CONCENTRATIONS OF CREDIT RISK AND FINANCIAL INSTRUMENTS WITH
  OFF-BALANCE SHEET RISK (CONTINUED)

The exposure to credit loss in the event of nonperformance by the other party to
the financial instrument for commitments to make loans and lines and letters of
credit is represented by the contractual amount of those instruments. The
Corporation follows the same credit policy to make such commitments as is
followed for those loans recorded in the financial statements. In management's
opinion, these commitments represent normal banking transactions and no material
losses are expected to result therefrom. Collateral obtained upon exercise of
the commitments is determined using management's credit evaluations of the
borrower and may include real estate, business or consumer assets.

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

                                                                             12.
<PAGE>   13
                               DCB FINANCIAL CORP.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  (Dollars in thousands, except per share data)

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


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
           of Operations

INTRODUCTION

In the following pages, management presents an analysis of the consolidated
financial condition of DCB Financial Corp. (the "Corporation") at September 30,
2000, compared to December 31, 1999, and the consolidated results of operations
for the three and nine months ended September 30, 2000, compared to the same
periods in 1999. This discussion is designed to provide shareholders with a more
comprehensive review of the operating results and financial position than could
be obtained from the financial statements alone. This analysis should be read in
conjunction with the financial statements and related footnotes.


FORWARD-LOOKING STATEMENTS

When used in this document, the words or phrases "will likely result," "are
expected to," "will continue," "is anticipated," "estimated," "projected," or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties including changes in
economic conditions in the Corporation's market area, changes in policies by
regulatory agencies, fluctuations in interest rates, demand for loans in the
Corporation's market area and competition, that could cause actual results to
differ materially from historical earnings and those presently anticipated or
projected. Factors listed above could affect the Corporation's financial
performance and could cause the Corporation's actual results for future periods
to differ materially from any statements expressed with respect to future
periods.

The Corporation does not undertake, and specifically disclaims any obligation,
to publicly revise any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.


ANALYSIS OF FINANCIAL CONDITION

The Corporation's assets totaled $498,241 at September 30, 2000, compared to
$430,005 at December 31, 1999, an increase of $68,236, or 15.9%. The increase in
assets was the result of increases in cash and cash equivalents, loans and
securities funded by increases in deposits and short-term borrowings.

Cash and cash equivalents increased $6,398, from $16,838 at December 31, 1999,
to $23,236 at September 30, 2000. This increase was funded by increases in
deposits and short-term borrowings.

Total securities increased $7,936, or 6.2%, from $127,154 at December 31, 1999,
to $135,090 at September 30, 2000. The increase was funded by increases in
deposits and short-term borrowings. The Corporation invests primarily in U.S.
Treasury notes, U.S. government agencies, municipal bonds, corporate obligations
and mortgage-backed securities. Mortgage-backed securities include Federal Home
Loan Mortgage Corporation ("FHLMC"), Government National Mortgage Association
("GNMA") and Federal National Mortgage Association ("FNMA") participation
certificates.

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

                                                                             13.
<PAGE>   14
                               DCB FINANCIAL CORP.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  (Dollars in thousands, except per share data)

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


Securities classified as available for sale totaled $103,055, or 76.3% of the
total securities portfolio, at September 30, 2000. Management certain classifies
securities as available for sale to provide the Corporation with the flexibility
to move funds into loans as demand warrants. The mortgage-backed securities
portfolio, totaling $56,540 at September 30, 2000, provides the Corporation with
a constant cash flow stream from principal repayments. The Corporation held no
derivative securities or structured notes during any period presented.

Total loans increased $50,649, or 18.3%, from $277,468 at December 31, 1999, to
$328,117 at September 30, 2000. The majority of the growth was experienced in
commercial real estate loans and residential real estate and home equity
industrial loans, which increased $17,022, or 20.5%, and $15,161 or 21.8%,
respectively. The Corporation attributes this growth to a strong local economy
and the large number of businesses moving into the market area. There is no
concentration of lending to any one industry.

Due to the loan and deposit growth, the gross loan to deposit ratio increased to
77.7% at September 30, 2000, compared to 74.6% at December 31, 1999.

Total deposits increased $50,699, or 13.6%, from $371,799 at December 31, 1999,
to $422,498 at September 30, 2000. Noninterest-bearing deposits increased
$5,596, or 9.8%, while interest-bearing deposits increased $45,103, or 14.3%.
Interest-bearing demand and money market deposits comprised 53.3% of total
interest-bearing deposits at September 30, 2000, compared to 60.6% of total
interest-bearing deposits at December 31, 1999, as the Corporation experienced a
$887, or .5%, increase in volume in such accounts. The increase was primarily in
the Corporation's "Bank Investment" deposit accounts which offer a variable
interest rate tied to the 3-month Treasury Bill index. The Corporation
experienced a slight decrease in savings deposits, which decreased from 13.8% of
total interest-bearing deposits at December 31, 1999 to 11.9% of total
interest-bearing deposits at September 30, 2000. Certificates of deposit
increased $44,519, or 55.16%, comprising 34.8% of total interest-bearing
deposits at September 30, 2000, compared to 25.6% of total interest-bearing
deposits at December 31, 1999. The increase in certificates of deposit was
primarily due to an increase in public funds.

At September 30, 2000, and December 31, 1999, borrowed funds consisted primarily
of a $15,000 and a $10,000 FHLB advance and a mortgage-matched advance from the
FHLB with a remaining balance of $3,625 at September 30, 2000 and $3,889 at
December 31, 1999. Due in October 2000, the $15,000 FHLB advance had an original
term of 90 days and carries a fixed interest rate of 6.77% with interest due
monthly. Due in November 2000, the $10,000 FHLB advance had an original term of
180 days and carries a fixed interest rate of 6.87% with interest due monthly.
Due in October 2008, the mortgage-matched advance had an original term of 10
years and carries a fixed interest rate of 5.10%. Principal and interest on the
mortgage-matched advance are due monthly. Borrowed funds also include a demand
note issued to the U.S. Treasury, which totaled $2,000 at September 30, 2000,
and December 31, 1999.

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

                                                                             14.
<PAGE>   15
                               DCB FINANCIAL CORP.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  (Dollars in thousands, except per share data)

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


COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30,
  2000 AND SEPTEMBER 30, 1999

NET INCOME. Net income for the quarter ended September 30, 2000, was $1,288 or
$.30 per share compared to net income of $1,128 or $.27 per share for the same
quarter in 1999.

NET INTEREST INCOME. Net interest income represents the amount by which interest
income on interest-earning assets exceeds interest paid on interest-bearing
liabilities. Net interest income is the largest component of the Corporation's
income and is affected by the interest rate environment and the volume and
composition of interest-earning assets and interest-bearing liabilities.

Net interest income was $4,057 for the three months ended September 30, 2000,
compared to $3,847 for the same period in 1999. The $210 increase in 2000 over
1999 was the result of an increased volume of interest-earning assets partially
offset by an increase in interest-bearing liabilities that carried a higher
average rate. Management has elected to offer attractive, competitive rates to
retain deposits, provided the funds can be invested in income-earning assets
with adequate yields.

PROVISION AND ALLOWANCE FOR LOAN AND LEASE LOSSES. The provision for loan and
lease losses represents the charge to income necessary to adjust the allowance
for loan and lease losses to an amount that represents management's assessment
of the losses inherent in the Corporation's loan portfolio. All lending activity
contains associated risks of losses and the Corporation recognizes these credit
risks as a necessary element of its business activity. To assist in identifying
and managing potential loan losses, the Corporation maintains a loan review
function that continuously evaluates individual credit relationships as well as
overall loan-portfolio conditions. One of the primary objectives of this loan
review function is to make recommendations to management as to both specific
loss reserves and overall portfolio-loss reserves.

The provision for loan and lease losses totaled $100 for the three months ended
September 30, 2000 compared to $400 for the same period in 1999. The decrease in
the provision is reflective of a decrease in net charge-offs and nonperforming
loans compared to 1999.

The allowance for loan and lease losses totaled $3,166 or .96% of total loans
and leases, at September 30, 2000, compared to $2,793, or 1.01% of total loans
and leases, at December 31, 1999. The allowance was 182.9% of nonperforming
loans at September 30, 2000, compared to 444.8% at December 31, 1999. Management
believes increasing the allowance for loan and lease losses is necessary as
total loans, particularly commercial, consumer and construction loans, and
leases increase.

NONINTEREST INCOME AND NONINTEREST EXPENSE. Total noninterest income increased
$135, or 12.0%, for the three months ended September 30, 2000, compared to the
same period in 1999. The increase is due to increased fees collected on deposit
accounts and increased trust department income.

Total noninterest expense increased $401, or 13.8% for the three months ended
September 30, 2000, compared to the same periods in 1999. The increase was
primarily the result of increases in salaries and other employee benefits, loan,
lease and credit card expense, and other operating expenses partially offset by
a decrease in equipment expenses. Other changes in noninterest expense are not
significant.

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

                                                                             15.
<PAGE>   16
                               DCB FINANCIAL CORP.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  (Dollars in thousands, except per share data)

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


INCOME TAXES. The volatility of income tax expense is primarily attributable to
the change in income before income taxes. The provision for income taxes totaled
$620, or an effective tax rate of 32.5%, for the three months ended September
30, 2000, compared to $536, or an effective rate of 32.2% for the three months
ended September 30, 1999.


COMPARISON OF RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
  AND SEPTEMBER 30, 1999

NET INCOME. Net income for the nine months ended September 30, 2000, totaled
$3,570, or $.85 per share, compared to net income of $3,662, or $.88 per share,
for the same period in 1999.

NET INTEREST INCOME. Net interest income was $12,167 for the nine months ended
September 30, 2000, compared to $11,614 for the same periods in 1999. The $553
increase in 2000 over 1999 was the result of an increased volume of
interest-earning assets partially offset by an increase in interest-bearing
liabilities that carried a higher average rate. Management has elected to offer
attractive, competitive rates to retain deposits, provided the funds can be
invested in income-earning assets with adequate yields.

PROVISION AND ALLOWANCE FOR LOAN AND LEASE LOSSES. The provision for loan and
lease losses totaled $602 for the nine months ended September 30, 2000, compared
to $975 for the same period in 1999. The decrease in the provision is reflective
of a decrease in net charge-offs and nonperforming loans compared to 1999. Net
charge-offs for the nine months ended September 30, 2000, were $229 compared to
net charge-offs of $481 for the same period in 1999.

NONINTEREST INCOME AND NONINTEREST EXPENSE. Total noninterest income decreased
$308, or 8.4%, for the nine months ended September 30, 2000, compared to the
same period in 1999. The decrease is due to decreased fee income from the
Corporation's data service center and decreased fees collected on sales of
loans, partially offset by increased fees collected on deposit accounts and
increased trust department income.

Total noninterest expense increased $717, or 8.0% for the nine months ended
September 30, 2000, compared to the same period in 1999. The increase is
primarily the result of increases in salaries and other employee benefits, loan,
lease and credit card expense and other operating expenses, where such increases
made up $601 of the total increase. Other changes in noninterest expense are not
significant.

INCOME TAXES. The volatility of income tax expense is primarily attributable to
the change in income before income taxes. The provision for income taxes totaled
$1,651, or an effective tax rate of 31.6%, for the nine months ended September
30, 2000, compared to $1,658, or an effective rate of 31.2%, for the nine months
ended September 30, 1999.

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

                                                                             16.
<PAGE>   17
                               DCB FINANCIAL CORP.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  (Dollars in thousands, except per share data)

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


LIQUIDITY

Liquidity is the ability of the Corporation to fund customers' needs for
borrowing and deposit withdrawals. The purpose of liquidity management is to
assure sufficient cash flow to meet all of the financial commitments and to
capitalize on opportunities for business expansion. This ability depends on the
institution's financial strength, asset quality and types of deposit and
investment instruments offered by the Corporation to its customers. The
Corporation's principal sources of funds are deposits, loan and security
repayments, maturities of securities, sales of securities available for sale and
other funds provided by operations. The Bank also has the ability to borrow from
the FHLB. While scheduled loan repayments and maturing investments are
relatively predictable, deposit flows and early loan and mortgage-backed
security prepayments are more influenced by interest rates, general economic
conditions, and competition. The Corporation maintains investments in liquid
assets based upon management's assessment of (1) need for funds, (2) expected
deposit flows, (3) yields available on short-term liquid assets and (4)
objectives of the asset/liability management program.

Cash and cash equivalents increased $6,398, or 38.0%, to $23,236 at September
30, 2000 compared to $16,838 at December 31, 1999. Cash and equivalents
represented 4.7% of total assets at September 30, 2000 and 3.9% of total assets
at December 31, 1999. The Corporation has the ability to borrow funds from the
Federal Home Loan Bank and has various federal fund sources from correspondent
banks, should the Corporation need to supplement its future liquidity needs in
order to meet loan demand or to fund investment opportunities. Management
believes the Corporation's liquidity position is strong based on its level of
cash, cash equivalents, core deposits, the stability of its other funding
sources and the support provided by its capital base.

As summarized in the Consolidated Statements of Cash Flows, the most significant
transactions which affected the Corporation's level of cash and cash
equivalents, cash flows and liquidity during the nine months ended September 30,
2000 were the receipt of proceeds from maturities and repayments of securities
of $12,159, securities purchases of $43,396; the net increase in loans of
$48,226; the net increase in deposits of $50,700; and proceeds from sales of
securities of $23,489.


CAPITAL RESOURCES

Total shareholders' equity increased $2,698 between December 31, 1999 and
September 30, 2000, primarily due to earnings retained. No shares of treasury
stock were purchased by the Corporation during the nine months ended September
30, 2000; however, management may purchase additional shares in the future, as
opportunities arise. The number of shares to be purchased and the price to be
paid will depend upon the availability of shares, the prevailing market prices
and any other considerations which may, in the opinion of the Corporation's
Board of Directors or management, affect the advisability of purchasing shares.

Tier 1 capital is shareholders' equity excluding the unrealized gain or loss on
securities classified as available for sale and intangible assets. Tier 2
capital, or total capital, includes Tier 1 capital plus the allowance for loan
losses not to exceed 1.25% of risk weighted assets. Risk weighted assets are the
Corporation's total assets after such assets are assessed for risk and assigned
a weighting factor prescribed by regulation based on their inherent risk.

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

                                                                             17.
<PAGE>   18
                               DCB FINANCIAL CORP.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  (Dollars in thousands, except per share data)

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


The Corporation and its subsidiaries meet all regulatory capital requirements.
The ratio of total capital to risk-weighted assets was 13.4% at September 30,
2000, while the Tier 1 risk-based capital ratio was 12.5%. Regulatory minimums
call for a total risk-based capital ratio of 8.0%, at least half of which must
be Tier 1 capital. The Corporation's leverage ratio, defined as Tier 1 capital
divided by average assets, of 9.6% at September 30, 2000 exceeded the regulatory
minimum for capital adequacy purposes of 4.0%.

In 2000, the Corporation announced plans to construct a new corporate
headquarters near Delaware, Ohio. The expected costs of the project are
estimated to be approximately $5 million. As of September 30, 2000, the
Corporation had paid costs of $930 related to the new corporate headquarters.

Also in October 2000, the Corporation acquired a 10% ownership interest in
Century Surety Company and Evergreen National Corporation. The Corporation's
investment, which totaled $1,931, along with the investments of four other
community banks comprises a 50% ownership interest. The remaining 50% of the
companies was acquired by Avalon National Corporation and Stonehenge Partners,
Inc., a venture capital firm based in Columbus, Ohio.


IMPACT OF NEW ACCOUNTING STANDARDS

Beginning January 1, 2001, a new accounting standard will require all
derivatives to be recorded at fair value. Unless designated as hedges, changes
in these fair values will be recorded in the income statement. Fair value
changes involving hedges will generally be recorded by offsetting gains and
losses on the hedge and on the hedged item, even if the fair value of the hedged
item is not otherwise recorded. This is not expected to have a material effect
since the Corporation holds no derivatives, but the effect will depend on
derivative holdings when this standard applies.

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

                                                                             18.
<PAGE>   19
                               DCB FINANCIAL CORP.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  (Dollars in thousands, except per share data)

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


Item 3.  Quantitative and Qualitative Disclosure About Market Risk
------------------------------------------------------------------


ASSET AND LIABILITY MANAGEMENT AND MARKET RISK

The Corporation's primary market risk exposure is interest rate risk and, to a
lesser extent, liquidity risks. Interest rate risk is the risk that the
Corporation's financial condition will be adversely affected due to movements in
interest rates. The income of financial institutions is primarily derived from
the excess of interest earned on interest-earning assets over the interest paid
on interest-bearing liabilities. Accordingly, the Corporation places great
importance on monitoring and controlling interest rate risk.

There are several methods employed by the Corporation to monitor and control
interest rate risk. One such method is using a gap analysis. The gap is defined
as the repricing variance between rate sensitive assets and rate sensitive
liabilities within certain periods. The repricing can occur due to changes in
rates on variable rate products as well as maturities of interest-earning assets
and interest-bearing liabilities. A high ratio of interest sensitive
liabilities, generally referred to as a negative gap, tends to benefit net
interest income during periods of falling interest rates as the average rate
paid on interest-bearing liabilities declines faster than the average rate
earned on interest-earning assets. The opposite holds true during periods of
rising interest rates. The Corporation attempts to minimize the interest rate
risk through management of the gap in order to achieve consistent shareholder
return. The Corporation's asset and liability management policy is to maintain a
laddered gap position. One strategy used by the Corporation is to originate
variable rate loans tied to market indices. Such loans reprice on an annual,
quarterly, monthly or daily basis as the underlying market indices change. As of
September 30, 2000, $129,295, or 39.4%, of the Corporation's loan portfolio
reprices on a regular basis. The Corporation also invests excess funds in liquid
federal funds that mature and reprice on a daily basis. The Corporation also
maintains most of its securities in the available for sale portfolio to take
advantage of interest rate swings and to maintain liquidity for loan funding and
deposit withdrawals.

The Corporation's 1999 annual report details a table that provides information
about the Company's financial instruments that are sensitive to changes in
interest rates as of December 31, 1999. The table is based on information and
assumptions set forth in the notes. The Corporation believes the assumptions
utilized are reasonable. For loans, securities and liabilities with contractual
maturities, the table represents principal cash flows and the weighted average
interest rate. For variable rate loans the contractual maturity and
weighted-average interest rate was used with an explanatory footnote as to
repricing periods. For liabilities without contractual maturities such as demand
and savings deposit accounts, a decay rate was utilized to match their most
likely withdrawal behavior. Management believes that no events have occurred
since December 31, 1999 which would significantly change the ratio of rate
sensitive assets to rate sensitive liabilities for the given time horizons.

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

                                                                             19.
<PAGE>   20
                               DCB FINANCIAL CORP.
                                    FORM 10-Q
                        Quarter ended September 30, 2000
                           PART II - OTHER INFORMATION

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


Item 1 - Legal Proceedings:
         There are no matters required to be reported under this item.

Item 2 - Changes in Securities:
         There are no matters required to be reported under this item.

Item 3 - Defaults Upon Senior Securities:
         There are no matters required to be reported under this item.

Item 4 - Submission of Matters to a Vote of Security Holders:
         There are no matters required to be reported under this item.

Item 5 - Other Information:
         There are no matters required to be reported under this item.

Item 6 - Exhibits and Reports on Form 8-K:
         (a)    Exhibit 11, Statement re:  computation of per share earnings.
                (Reference is hereby made to Consolidated Statements of Income
                on page 4, hereof.)

                Exhibit 27, Financial Data Schedule

         (b)    No reports on Form 8-K were filed during the quarter for which
                this report is filed.

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

                                                                             20.
<PAGE>   21
                               DCB FINANCIAL CORP.
                                   SIGNATURES

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


Pursuant to the requirements 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.
                                          -------------------------------------
                                          (Registrant)

Date:  November 1, 2000                   /s/ Larry D. Coburn
      ------------------                  -------------------------------------
                                          (Signature)
                                          Larry D. Coburn
                                          President and Chief Executive Officer


Date:  November 1, 2000                   /s/ Douglas A. Lockwood
      ------------------                  -------------------------------------
                                          (Signature)
                                          Douglas A. Lockwood
                                          Controller
                                          (Principal Accounting Officer)

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

                                                                             21.
<PAGE>   22
                               DCB FINANCIAL CORP.

                                INDEX TO EXHIBITS

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


<TABLE>
<CAPTION>
EXHIBIT
NUMBER          DESCRIPTION                                                       PAGE NUMBER
------          -----------                                                       -----------
<S>             <C>                                                        <C>
   11           Statement re:  computation of per share earnings           Reference is hereby made
                                                                           to Consolidated
                                                                           Statements of Income on
                                                                           page 4 and Note 1 of
                                                                           Notes to Consolidated
                                                                           Financial Statements on
                                                                           page 8, hereof.

   27           Financial Data Schedule                                               24
</TABLE>

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

                                                                             22.