After reading spoilers before seeing the film and expecting a disappointment, the film turned out to be better than I expected.

I feel that most of the film up to Lake-Town feels rushed and then begins to drag from then onwards. I was really disappointed by how little Bilbo is in the film with dialogue, nowhere near enough, particularly when you have Martin Freeman who is so good in the role.
Beorn felt rushed, Mirkwood and Spiders felt rushed. The Spiders sequence is my favourite in the book and because Bilbo found his courage in the first film, the importance of this scene is greatly diminished, plus naming sting could've been done so much better. The elves fighting off the spiders was disappointing too. I am not keen on Thranduil's scar either, but otherwise I thought he was portrayed well. I was expecting a disaster with Tauriel and while I wasn't keen on the romantic elements, she was a bit better than I expected (Evangeline Lily did an okay job). The fight scenes are still way over the top and too long. I enjoyed the expansion of Bard and was genuinely impressed by Luke Evans. I wasn't satisfied with the way they found the secret door and wished there was more time spent outside the mountain. The scene between Bilbo and Smaug started out well (although changes to dialogue were not appreciated) until the Dwarves came storming in and it became a ridiculous hollywood action scene. This scene was a disaster and was the major weakness of the film. Smaug though is by far the best CG Character I have ever seen and Benedict does an incredible voice and motion capture. The fighting in Lake-Town was also unnecessary and boring.

I wasn't bothered too much by the Dol Guldur storyline, though Gandalf is again defeated without trouble.

Overall the film feels very far from the book. It is more inspired by than adapted from the book.

As a Film itself it is decent, but it is disappointing that the book I love so much has been cut and changed so drastically.