Seen it twice now, and now my complaints have dwindled down from a few to two primary ones:
A) Radagast.. A horrible interpretation of what to me, was always a mysterious and intriguing character and;
B) O.T.T. Action scenes.. I mean do they really need to fall 100m every 5 minutes and end up completely unscathed.. do the goblin realms wooding structures really need to crash and self-destruct in such a manner.. Does the fighting really need to be so ridiculous? I guess they have a cinematic license, but I don't think it needed such Bay-esque scenes.
And the annoyances that dropped from my list on the second time of viewing:
A) The whole Azog the Defiler side-story. At first it really irritated me that such a non-canon (yes I know the character names are real, and yes some aspects of the story aren't entirely made up) story had to take place in the film, much like the elves at helms deep in The Two Towers but upon second view, I can accept it as a means to give part 1 of a trilogy a running theme and an ending. Obviously the hobbit isn't a trilogy so it doesn't need such a story, but because these films are, it gives the film a better composition I guess.. I can deal with it.
B) Sudden biome changes in the Warg/Radagast/On the way to Rivendell scene.. Deciduous forest, to baron rocky shrubland, to pine-based shrubland, each without eachother visible even on the horizon with about 30 seconds of eachother. All while being chased by some wargs that started off about 50m away.. what the fuck was going on.. But alas, it is not a major problem and it lets me see some nice scenery so I can't complain too much.
C) Balin's stupid beard. What's going on with this dwarvish-amish look.. It is not a real complaint, but the character just happened to be nothing like my imagination had created and I hope I won't be tainted by it next time I re-read The Hobbit. It doesn't effect the film at all, it was just a petty annoyance.
All in all, I did enjoy the film, and I thought Gollum was absolutely perfect, Andy Serkis has truly mastered the role. I also thought Gandalf was superbly acted, again.. I think a lot of it is in Ian McKellen's facial expressions and particularly those eyes.. The characters he can create can be truly mesmerising.
I look forward to next year!