##### 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 endedDecember 31, 2005
 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 No. 0-13232
 Juniata Valley Financial Corp.
  Pennsylvania
    
    23-2235254(State or other jurisdiction of
incorporation or organization)
    
    (IRS Employer Identification No.)Bridge and Main Streets, PO Box 66Mifflintown, PA
    
    17059-0066(Address of principal executive offices)
    
    (Zip Code)
 (717) 436-8211
 None
  o þ
 o þ
  þ o
 þ
  o þ o
  o þ
 (1)




---



##### Table of Contents








---



TABLE OF CONTENTS  PART IITEM 1. 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 AND RELATED STOCKHOLDER 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 DISCLOSURE 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 MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURES    Table of Contents  
 PART I
 
 ITEM 1. BUSINESS
 Overview
  Nature of Operations
     1




---



##### Table of Contents



Competition
      Supervision and Regulation
    2




---



##### Table of Contents



3




---



##### Table of Contents




    
    the applicable regulatory agency to assess an institutions record of meeting the
credit needs of its community,
    
    public disclosure of an institutions CRA rating,
    
    and requires that the applicable regulatory agency provide a written evaluation of an
institutions CRA performance utilizing a four-tiered descriptive rating system.
     Capital Regulation
     4




---



##### Table of Contents



Gramm-Leach-Bliley Act
 Sarbanes-Oxley Act of 2002
  National Monetary Policy
  5




---



##### Table of Contents



Employees
  Additional Information
    www.JVBonline.com
   6




---



##### Table of Contents



ITEM 1A. RISK FACTORS
  Economic Conditions and Related Uncertainties.
 Effect of Interest Rates on the Bank and the Company.
 Federal and State Government Regulations.
  Competition.
 7




---



##### Table of Contents



Allowance for Loan Losses.
 Dividends.
 Market for Common Stock.
 Anti-Takeover
and Anti-Greenmail Provisions and Management
Implications.
 Stock Not an Insured Deposit.
 Internal Controls.
 8




---



##### Table of Contents



ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  
 
  
 ITEM 3. LEGAL PROCEEDINGS
  9




---



##### Table of Contents



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  10




---



##### Table of Contents



PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
 (a)
    
    Information regarding the market for the Companys stock, the market price of the stock and
dividends that the Company has paid is included in the Companys Annual Report to Shareholders for
the year ended December 31, 2005, in the section entitled Common Stock Market Prices and
Dividends, and is incorporated by reference in this Item 5. For information concerning the
Companys Equity Compensation Plans, see Item 12: Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters. As of March 7, 2006, there were approximately
1,823 registered holders of the Companys outstanding common stock.
 (c)
    
    
    
    
    
    
    
    
    
    Total Number ofShares Purchased as
    
    Maximum Number ofTotal Number
    
    Average
    
    Part of Publicly
    
    Shares that May Yet Beof Shares
    
    Price Paid
    
    Announced Plans or
    
    Purchased Under thePeriod
    
    Purchased
    
    per Share
    
    Programs
    
    Plans or Programs (1)October 1-31, 2005
    
    
    30,000
    
    
    $
    23.86
    
    
    
    30,000
    
    
    
    232,248November 1-30 2005
    
    
    15,000
    
    
    
    24.25
    
    
    
    15,000
    
    
    
    217,248December 1-31 2005
    
    
    16,500
    
    
    
    24.25
    
    
    
    16,500
    
    
    
    200,748Totals
    
    
    61,500
    
    
    $
    24.06
    
    
    
    61,500
    
    
    
    200,748
 
 (1)
    
    In October 2005, the Board of Directors authorized the repurchase of an additional 200,000
shares in conjunction with their Treasury Stock Buyback program. There is no expiration date to
this buyback.
 
 ITEM 6. SELECTED FINANCIAL DATA
  
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  11




---



##### Table of Contents



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
  Report on Managements Assessment of Internal Control over Financial Reporting
   A control deficiencyin internal control exists when the design or operation of a control
does not allow management or employees, in the normal course of performing their assigned
functions, to prevent or detect misstatements on a timely basis.A significant deficiencyin internal control is a control deficiency or combination of
control deficiencies, that adversely affects a companys ability to initiate, authorize,
record, process or report external financial data reliably in accordance with generally
accepted accounting principles such that there is more than a remote likelihood that a more
than inconsequential misstatement of the companys annual or interim financial statement
will not be prevented or detected in the normal course.A material weaknessin internal control is a significant deficiency or a combination of
significant deficiencies, that results in there being more than a remote likelihood that a
material misstatement of the annual or interim financial statements will not be prevented
or detected on a timely basis by management or employees in the normal course of performing
their assigned functions.
  12




---



##### Table of Contents



Internal
Control  Integrated Framework
 Internal Control  Integrated Framework
  /s/ Francis J. Evanitsky
 /s/ JoAnn N. McMinn
 Report of Beard Miller Company LLP Regarding the Companys Internal Control Over Financial
Reporting
  
        
 Changes in Internal Control Over Financial Reporting
   
 ITEM 9B. OTHER INFORMATION
  13




---



##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 www.JVBonline.com
 
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  Number ofsecuritiesNumber of
    
    
    
    
    
    remaining availablesecurities to be
    
    
    
    
    
    for future issuanceissued upon
    
    Weighted average
    
    under equityexercise of
    
    exercise price of
    
    compensation plansoutstanding
    
    outstanding
    
    (excludingoptions, warrants
    
    options, warrants
    
    securitiesand rights
    
    and rights
    
    reflected in column a)Plan Category
    
    a
    
    b
    
    cEquity compensation
plans approved by
security holders
    
    
    57,983
    
    
    $
    17.25
    
    
    
    584,117Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    Total
    
    
    57,983
    
    
    $
    17.25
    
    
    
    584,117
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  14




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  (i)
    
    Report of Independent Registered Public Accounting Firm(ii)
    
    Consolidated Statements of Financial Condition as of
December 31, 2005 and December 31, 2004(iii)
    
    Consolidated Statements of Income for the fiscal
years ended December 31, 2005, December 31, 2004
and December 31, 2003(iv)
    
    Consolidated Statements of Cash Flows for the fiscal
years ended December 31, 2005, December 31, 2004 and
December 31, 2003(v)
    
    Consolidated Statements of Stockholders Equity for
the fiscal years ended December 31, 2005, December
31, 2004 and December 31, 2003(vi)
    
    Notes to Consolidated Financial Statements
 Financial Statements Schedules
 Exhibits
 3.1
    
    Amended and Restated Articles of Incorporation (incorporated by reference to
Exhibit 4.1 to the Companys Form S-3 Registration
Statement no. 333-129023 filed with the SEC on October 14,
2005)3.2
    
    Bylaws (incorporated by reference
to Exhibit 3.2 to the
Companys report on Form 8-K filed with the SEC on
February 23, 2006)10.1
    
    1982 Directors Deferred Compensation Agreement for A. Jerome Cook,(incorporated
by reference to Exhibit 10.1 to the Companys report on Form 10-K filed with
the SEC on March 28, 2003)*10.2
    
    1982 Directors Deferred Compensation Agreement for Don E. Haubert (incorporated
by reference to Exhibit 10.2 to the Companys report on Form 10-K filed with
the SEC on March 28, 2003)*10.3
    
    1983 Directors Deferred Compensation Agreement for John A. Renninger
(incorporated by reference to Exhibit 10.3 to the Companys report on Form 10-K
filed with the SEC on March 28, 2003)*10.4
    
    1986 Directors Deferred Compensation Agreement for A. Jerome Cook (incorporated
by reference to Exhibit 10.4 to the Companys report on Form 10-K filed with
the SEC on March 28, 2003)*10.5
    
    1986 Directors Deferred Compensation Agreement for Don E. Haubert (incorporated
by reference to Exhibit 10.5 to the Companys report on Form 10-K filed with
the SEC on March 28, 2003)*10.6
    
    1987 Directors Deferred Compensation Agreement for John A. Renninger
(incorporated by reference to Exhibit 10.6 to the Companys report on Form 10-K
filed with the SEC on March 28, 2003)*
 15




---



##### Table of Contents



10.7
    
    1991 Directors Deferred Compensation Agreement for A. Jerome Cook (incorporated
by reference to Exhibit 10.7 to the Companys report on Form 10-K filed with
the SEC on March 28, 2003)*10.8
    
    1992 Directors Deferred Compensation Agreement for John A. Renninger
(incorporated by reference to Exhibit 10.8 to the Companys report on Form 10-K
filed with the SEC on March 28, 2003)*10.9
    
    1992 Directors Deferred Compensation Agreement for Ronald H. Witherite
(incorporated by reference to Exhibit 10.9 to the Companys report on Form 10-K
filed with the SEC on March 28, 2003)*10.10
    
    1993 Directors Deferred Compensation Agreement for Dale G. Nace (incorporated
by reference to Exhibit 10.10 to the Companys report on Form 10-K filed with
the SEC on March 28, 2003)*10.11
    
    1988 Retirement Program for Directors (incorporated by reference to Exhibit
10.11 to the Companys report on Form 10-K filed with the SEC on March 28,
2003)*10.12
    
    1999 Directors Deferred Compensation Agreement (incorporated by reference to
Exhibit 10.12 to the Companys report on Form 10-K filed with the SEC on March
28, 2003)*10.13
    
    Director Supplemental Life Insurance/ Split Dollar Plan (incorporated by
reference to Exhibit 10.13 to the Companys report on Form 10-K filed with the
SEC on March 28, 2003)*10.14
    
    2001 Directors Retirement Agreement. Incorporated by reference to Exhibit 10.14
to the Companys report on Form 10-K filed with the SEC on March 28, 2003)*10.15
    
    2004 Executive Annual Incentive Plan (incorporated by reference to Exhibit
10.15 to the Companys report on Form 10-K filed with the SEC on March 16,
2005)*10.16
    
    Employment Agreement with Francis Evanitsky (incorporated by reference to
Exhibit 10 to the Companys report on Form 8-K filed with the SEC on June 14,
2005)*10.17
    
    Change of control Severance
Agreement with JoAnn N. McMinn (incorporated by reference to Exhibit
10 to the Companys report on Form 10-Q filed with the SEC on
November 8, 2005)*10.18
    
    Salary continuation Agreement with
Francis J. Evanitsky, as amended*13.1
    
    Portions of 2005 Annual Report to Shareholder21
    
    The only subsidiary of the Company is Juniata Valley Bank.23
    
    Consent of Beard Miller Company LLP31.1
    
    Rule 13a-4(d) Certification of Francis J. Evanitsky, the Chief Executive Officer31.2
    
    Rule 13a-4(d) Certification of JoAnn N. McMinn, the Chief Financial Officer32.1
    
    Section 1350 Certification of Francis J. Evanitsky, the Chief Executive Officer32.2
    
    Section 1350 Certification of JoAnn N. McMinn, the Chief Financial Officer
 
 *
    
    Denotes a compensatory plan.(b)
    
    Exhibits. The exhibits required to be filed as part of this report are submitted as a
separate section of this report.(c)
    
    Financial Statements Schedules. None Required.
 16




---



##### Table of Contents



SIGNATURES
  JUNIATA VALLEY FINANCIAL CORP. (REGISTRANT)
 /s/ Francis J. Evanitsky
  /s/ Timothy I. HaviceTimothy I. Havice
    
    
    
    March 16, 2006Chairman/s/ Ronald H. WitheriteRonald H. Witherite
    
    
    
    March 16, 2006Secretary/s/ Martin L. DreibelbisMartin L. Dreibelbis
    
    
    
    March 16, 2006Vice ChairmanJoe E. BennerDirector/s/ A. Jerome CookA. Jerome Cook
    
    
    
    March 16, 2006Director/s/ Jan G. SnedekerJan G. Snedeker
    
    
    
    March 16, 2006Director/s/ Don E. HaubertDon E. Haubert
    
    
    
    March 16, 2006Director/s/ John A. RenningerJohn A. Renninger
    
    
    
    March 16, 2006Director/s/ Francis J. EvanitskyFrancis J. EvanitskyDirector, President and
Chief Executive Officer
    
    
    
    March 16, 2006
 17




---



##### Table of Contents



/s/ Dale G. NaceDale G. Nace
    
    
    
    March 16, 2006Director/s/ Harold B. ShearerHarold B. Shearer
    
    
    
    March 16, 2006DirectorPhilip E. Gingerich, Jr.Director/s/ Charles L. HershbergerCharles L. Hershberger
    
    
    
    March 16, 2006Director/s/ Marshall L. HartmanMarshall L. Hartman
    
    
    
    March 16, 2006Director/s/ Robert K. Metz, Jr.Robert K. Metz, Jr.
    
    
    
    March 16, 2006Director/s/ Richard M. Scanlon, DMDRichard M. Scanlon, DMD
    
    
    
    March 16, 2006Director/s/ JoAnn N. McMinnJoAnn N. McMinn
    
    
    
    March 16, 2006Chief Financial OfficerChief Accounting Officer
 18