10-K

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-K

(Mark One)

x Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2007

or

¨ Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission file no. 0-28780

Cardinal Bankshares Corporation

Virginia	54-1804471
(State of Incorporation)	(IRS Employer Identification No.)

101 Jacksonville Circle

Floyd, Virginia 24091

(Address of Principal executive offices)

(540) 745-4191 (Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $10.00 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ¨    Yes  x    No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ¨    Yes  x    No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 90 days.  x    Yes  ¨    No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (Check one):

Large Accelerated Filer  ¨    Accelerated Filer  ¨    Non-accelerated Filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  ¨    Yes  x    No

The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $27,643,194 as of February 27, 2008.

1,535,733 shares of the Issuer’s common stock were issued and outstanding as of February 27, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

The annual report to security holders for fiscal year ended December 31, 2007 is incorporated by reference into Form 10-K Part II, Items 6, 7 and 8, and Part III, Item 15. The issuer’s Proxy Statement dated March 27, 2008 is incorporated by reference into Form 10-K Part III, Items 10, 11, 12, 13 and 14.

PART I

ITEM 1. BUSINESS

(A) BUSINESS DEVELOPMENT

Cardinal Bankshares Corporation (“Cardinal” or the “Company”) was incorporated as a Virginia corporation on March 12, 1996 to acquire the stock of Bank of Floyd (the “Bank”). The Bank was acquired by the Company on June 30, 1996.

The Bank was organized as a state chartered bank on February 24, 1951 through the consummation of a plan of consolidation between two state chartered community banks then operating in Floyd County, Virginia.

The Bank and its wholly owned subsidiary, FBC, Inc., are incorporated and operate under the laws of the Commonwealth of Virginia. As a state chartered Federal Reserve member, the Bank is subject to regulation by the Virginia Bureau of Financial Institutions and the Federal Reserve. FBC, Inc.’s assets and operations consist primarily of minority interests in title insurance companies.

(B) DESCRIPTION OF THE BUSINESS

The principal business of the Company and Bank is to provide comprehensive individual and corporate banking services through the Bank’s main office in Floyd, Virginia, and branch offices in Hillsville, Christiansburg, Roanoke, Salem and Willis, Virginia. The Bank’s wholly owned subsidiary, FBC, Inc., has interests in Virginia Title Center, LLC as well as Virginia Bankers Insurance Center, LLC, both of which act as title insurance companies. FBC, Inc. also has an interest in VBA Investment Services, LLC.

(1) SERVICES

The Bank is a full service retail commercial bank offering a wide range of services, including demand and time deposits as well as installment, mortgage and other consumer lending services. The Bank makes seasonal and term commercial loans, both alone and in conjunction with other banks or governmental agencies.

(2) COMPETITIVE CONDITIONS

The bank business is highly competitive. The Company competes as a financial intermediary with other commercial banks, savings and loan associations, credit unions and money market mutual funds operating in its trade area and elsewhere. As of December 31, 2007, there were two commercial banks (one of which is the Bank) operating a total of three offices in Floyd County, Virginia. The competing institution is not locally owned.

Floyd County generates approximately 62% of the Bank’s total deposits. In the other parts of the Bank’s trade area (the Virginia counties of Roanoke, Montgomery, and Carroll and the Cities of Roanoke and Salem, Virginia), there are a number of locally owned community banks, statewide banking organizations, and affiliate banks of southeast regional bank holding companies in operation.

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(3) CUSTOMERS

Deposits are derived from a broad base of customers in its trade area. No material portion of deposits have been obtained from a single person or a few persons (including Federal, State, and local governments and agencies thereunder), the loss of which would have a materially adverse effect on the business of the Bank.

The majority of loans, commitments to extend credit, and standby letters of credit have been granted to customers in the Company’s market area. The majority of such customers are also depositors. The Company generally does not extend credit to any single borrower or group of related borrowers in excess of approximately $2.7 million. Although the Company has a reasonably diversified loan portfolio, it has a loan concentration relating to nonresidential buildings and real estate land developers. Total loans to this group amounted to approximately $29.9 million at December 31, 2007 and approximately $33.1 million at December 31, 2006.

(4) RIGHTS

No patents, trademarks, licenses, franchises or concessions held are of material significance to the Company.

(5) NEW SERVICES

The Company has expended no material dollars on research activities relating to new lines of business in the last two years.

(6) ENVIRONMENTAL LAWS

Compliance with Federal, State, or Local provisions regulating the discharge of materials into the environment has not had, nor is it expected to have in the future, a material effect upon the Company’s capital expenditures, earnings or competitive position.

(7) EMPLOYEES

The Bank had 31 officers, 45 full-time employees and 7 part-time employees as of December 31, 2007.

ITEM 1B. UNRESOLVED STAFF COMMENTS

NONE

ITEM 2. PROPERTIES

The present headquarters of the Company consists of a three-story brick building, with approximately 21,200 square feet of floor space located at 101 Jacksonville Circle, Floyd, Virginia. The Bank also owns its branch offices in Hillsville, Christiansburg and Roanoke, Virginia, which have drive-up facilities. The Bank’s Willis, Virginia and Salem, Virginia offices operate from a leased facility.

The Bank also owns a three-story brick building adjacent to its main office which serves as the Bank’s conference room, training room and which provides space for expansion of the financial services now offered.

ITEM 3. LEGAL PROCEEDINGS

On December 12, 2002, Cardinal’s former Chief Financial Officer, Mr. David Welch, filed a complaint against Cardinal with the United States Department of Labor under Section 806 of the Sarbanes-Oxley Act. Welch alleges in his complaint that his termination in October 2002 violated the Act and seeks reinstatement, back pay and damages. The Company maintains that the independent members of Cardinal’s Board of Directors terminated Welch lawfully because he refused to comply with the directive of the Audit Committee attempting to look into certain matters raised by Mr. Welch. The Audit Committee, after full investigation, later concluded that the matters raised by Mr. Welch had no merit. The Board’s decision was upheld by the Department of Labor initially. A Department of Labor Administrative Judge reversed the earlier decision in Cardinal’s favor and entered a decision in Welch’s favor on January 28, 2004. The parties submitted evidence of damages without a further hearing in December 2004 and January 2005, and Welch’s motion for damages was granted b the Administrative Law Judge in a Supplemental Recommended Decision and Order dated February 5, 2005.

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Cardinal petitioned for review of the Administrative Law Judge’s two decisions, and the Administrative Review Board accepted the case for review. Briefs were submitted by both sides, and additional briefs were submitted in support of Cardinal by the American Bankers Association, the Virginia Bankers Association, and the Virginia Association of Community Banks as amici curiae.

Meanwhile, Welch’s counsel made unsuccessful attempts to force Welch’s reinstatement. He moved the Administrative Law Judge for sanctions against Cardinal for failure to reinstate Welch as CFO. The motion was denied on August 9, 2005.

Welch then filed an action in the United States District Court for the Western District of Virginia, seeking enforcement of what he believed to be a preliminary order of reinstatement. The District Court dismissed that action on January 6, 2006, concluding that it was reasonable for Cardinal to believe it had not been ordered to reinstate Welch when the Administrative Law Judge’s decision was worded as a recommendation.

Welch then filed two motions simultaneously, one to the Administrative Law Judge seeking “expedited clarification” of the purported order of reinstatement, another to the District Court to alter or amend its judgment of dismissal. Both motions were denied, on January 24 and January 26, 2006, respectively.

Welch then filed with Department of Labor Administrative Review Board on February 8, 2006 a Motion for Expedited Order Confirming Preliminary Order of Reinstatement Has Issued. This Motion was granted on March 31, 2006. On April 17, 2006, Cardinal filed a motion with the Department of Labor Administrative Review Board seeking a stay of the preliminary order of reinstatement. This motion was denied on June 9, 2006, leaving the preliminary order of reinstatement in effect.

On July 6, 2006, Welch filed a Petition to Enforce Order of Reinstatement of the United States Department of Labor with the United States District Court in Roanoke. The Department of Labor moved to intervene to support Welch’s Petition. Cardinal’s individual directors also moved to intervene to oppose Welch’s Petition. The American Association of Bank Directors similarly moved to intervene to oppose Welch’s Petition. Cardinal moved to dismiss Welch’s Petition on the basis that the Sarbanes-Oxley statute does not give the District Court jurisdiction to enforce a Department of Labor Preliminary Order of Reinstatement. On October 5, 2006, the District Court granted Cardinal’s motion to dismiss, concluding that the Court did not have jurisdiction to enforce the Preliminary Order.

On December 4, 2006, Welch and the United States Department of Labor appealed the District Court’s dismissal to the United States Court of Appeals for the Fourth Circuit. A decision in that appeal is still pending.

On May 31, 2007, while the appeal of the enforcement action was still pending in the Fourth Circuit, the Administrative Review Board reversed the decision of the Administrative Law Judge and denied Welch’s complaint. This was a final order of the Department of Labor. In light of that ruling, there no longer was any preliminary order to enforce. Thus, Cardinal moved to dismiss the appeal of the enforcement order as moot. The Fourth Circuit has not yet ruled on that motion.

Meanwhile, on July 9, 2007, Welch petitioned the Fourth Circuit to review the May 31, 2007 ruling of the Administrative Review Board. Cardinal moved to intervene in the case, which the Court permitted it to do. The American Association of Bank Directors and the Virginia Bankers Association and Virginia Association of Community Banks have submitted briefs as amici curiae in support of Cardinal. The parties are still briefing the issues for the Fourth Circuit, and the matter has not yet been scheduled for oral agreement.

Thus, there are two appeals pending before the Fourth Circuit: an appeal of the District Court’s dismissal of Welch’s enforcement action, and an appeal of the Administrative Review Board’s denial of Welch’s complaint. Cardinal’s likelihood of success on both of those appeals is good.

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

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(A) The Company’s stock is traded on the OTC Bulletin Board under the symbol CDBK. The following table shows the trading ranges of the Common Stock for the previous five years.

Year	High		Low
2007	$	20.15	$	18.00
2006	$	21.50	$	19.10
2005	$	23.50	$	20.00
2004	$	25.00	$	19.90
2003	$	24.25	$	17.60

(B) The approximate number of holders of the Bank’s 1,535,733 Common Stock Securities as of December 31, 2007, is 654.

(C) Dividends paid for 2007 were $0.60 and 2006 were $0.58 per share owned. The Company’s ability to declare and pay dividends in the future is dependent upon its consolidated net income, fiscal and general business condition. Subject to these considerations, as well as, laws and regulations governing the payment of dividends, the Company may declare dividends at the discretion of the Board of Directors only. The Company currently expects that dividends will continue to be paid in the foreseeable future.

ITEM 6. SELECTED FINANCIAL DATA

The information required by Item 6 of Form 10-K appears in the Company’s 2007 Annual Report to Stockholders and is incorporated herein by reference.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The information required by Item 7 of Form 10-K appears in the Company’s 2007 Annual Report to Stockholders and is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by Item 8 of Form 10-K appears in the Company’s 2007 Annual Report to Stockholders and is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

NONE

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ITEM 9A. CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures in accordance with Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). Based on the evaluation, the Chief Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in enabling us to record, process, summarize and report in a timely manner the information required to be disclosed in reports we file under the Exchange Act.

No change in our internal control over financial reporting occurred during our fourth quarter of 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules 13a-15(f). A system of internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

ITEM 9B. OTHER INFORMATION

NONE

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 of Form 10-K appears in the Company’s Proxy Statement for the 2008 Annual Meeting and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 of Form 10-K appears in the Company’s Proxy Statement for the 2008 Annual Meeting and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 of Form 10-K appears in the Company’s Proxy Statement for the 2008 Annual Meeting and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by Item 13 of Form 10-K appears in the Company’s Proxy Statement for the 2008 Annual Meeting and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 14 of Form 10-K appears in the Company’s Proxy Statement for the 2008 Annual Meeting and is incorporated herein by reference.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of the report:

			Page Number
1.	Financial Statements:
	Report of Independent Registered Public Accounting Firm		11
	Consolidated Balance Sheets - December 31, 2007 and 2006		12
	Consolidated Statements of Income - Years ended December 31, 2007, 2006 and 2005		13
	Consolidated Statements of Stockholders’ Equity - Years ended December 31, 2007, 2006 and 2005		14
	Consolidated Statements of Cash Flows - Years ended December 31, 2007, 2006 and 2005		15
	Notes to Consolidated Financial Statements		16
2.	Financial Statement Schedules:
	All schedules are omitted as the required information is inapplicable or the information is presented in the Consolidated Financial Statements or related notes.
3.	Exhibits:
	13.1	2007 Annual Report to Stockholders
	14	Code of Ethics for Senior Officers to Rule 13a-14(a)
	31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
	31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
	32	Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350

(b) REPORTS ON FORM 8-K filed during the fourth quarter of 2007:

On December 13, 2007, the Company filed a report on Form 8-K to announce its semi-annual dividend payable on December 31, 2007 to stockholders of record as of December 24, 2007.

On December 18, 2007 the Company filed a report on Form 8-K to announce a correction to it’s previously filed Form 8-K of the December 13, 2007 filing. The correction was for a typographical error in reporting the amount of the dividend payable per share from $.30 per share to $.32 per share.

FINANCIAL STATEMENT SCHEDULES

See Item 15(a) 2 above.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CARDINAL BANKSHARES CORPORATION

/s/ Ronald Leon Moore		/s/ J. Alan Dickerson
Ronald Leon Moore		J. Alan Dickerson
Chairman, President & Chief Executive Officer		Vice President, Controller & Chief Financial Officer
Date:	March 7, 2008	Date:	March 7, 2008

In accordance with the Exchange Act, this report has to be signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ronald Leon Moore	Director, Chairman, President & Chief Executive Officer	March 7, 2008
Ronald Leon Moore
/s/ Joseph Howard Conduff, Jr.	Director & Chairman of Audit Committee	March 7, 2008
Joseph Howard Conduff, Jr.
/s/ W. R. Gardner, Jr.	Director	March 7, 2008
W. R. Gardner, Jr.
/s/ Kevin D. Mitchell	Director	March 7, 2008
Kevin D. Mitchell
/s/ A. Carole Pratt	Director	March 7, 2008
A. Carole Pratt
/s/ G. Harris Warner, Jr.	Director	March 7, 2008
G. Harris Warner, Jr.

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INDEX TO EXHIBITS

Exhibit No.	Description
13.1	2007 Annual Report to Stockholders (Such Report, except to the extent incorporated herein by reference, is being furnished for the information of the Commission only and is not deemed to be filed as part of this Report on Form 10-K)
14	Code of Ethics for Senior Officers to Rule 13a-14(a)
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

8

Cardinal Bankshares Corporation and Subsidiaries

2007 Annual Report

Market for the Company’s Common Stock, Related Stockholder Matters, Stock Prices and Dividends

The Company’s common stock is traded on the OTC Bulletin Board under the symbol CDBK. Some Internet sites providing stock quotations may require the use of CDBK.OB to access information about Cardinal’s stock. As of December 31, 2007, the Company had issued and outstanding 1,535,733 shares of common stock which were held by approximately 654 stockholders of record.

Set forth below are the high and low (bid quotations/sales prices), known to the management of the Company, for each quarter in the last three fiscal years.

	2007				2006				2005
	High		Low		High		Low		High		Low
First Quarter	$	20.00	$	19.35	$	21.50	$	21.00	$	21.75	$	20.00
Second Quarter		20.15		19.35		21.50		20.75		22.00		21.00
Third Quarter		20.00		18.65		21.00		20.00		23.50		21.27
Fourth Quarter		19.00		18.00		21.00		19.10		21.90		21.00

Cash dividends paid in 2007, 2006 and 2005 were $921 thousand, $891 thousand, and $814 thousand, respectively.

9

Cardinal Bankshares Corporation and Subsidiaries

Selected Historical Financial Information

In thousands, except share, per share and shares outstanding data

	2007			2006			2005			2004			2003
Summary of Operations
Interest income	$	12,958		$	11,913		$	10,684		$	9,920		$	9,874
Interest expense		5,892			4,317			3,526			3156			3,809
Net interest income		7,066			7,596			7,158			6,764			6,065
Provision for loan losses		(19	)		208			48			55			30
Noninterest income		975			924			759			769			874
Noninterest expense		5,286			5,038			5,070			4,609			4,322
Income taxes		517			763			596			627			562
Net income	$	2,257		$	2,511		$	2,203		$	2,242		$	2,025
Per Share Data
Basic earnings per share	$	1.47		$	1.63		$	1.44		$	1.46		$	1.32
Diluted earnings per share		1.47			1.63			1.44			1.46			1.32
Cash dividends declared		0.60			0.58			0.53			0.50			0.47
Book value		19.48			18.49			17.62			16.83			15.92
Year-end Balance Sheet Summary
Assets	$	209,261		$	207,849		$	196,235		$	190,591		$	186,412
Loans, net		122,783			121,334			128,554			123,042			119,033
Securities		45,838			41,456			37,324			41,546			40,929
Earning assets		194,065			193,811			180,926			176,393			174,502
Deposits		177,649			177,272			167,848			161,255			159,215
Stockholders’ equity		29,913			28,390			27,058			25,850			24,454
Shares outstanding		1,535,733			1,535,733			1,535,733			1,535,733			1,535,733
Average Daily Balance
Assets	$	211,809		$	193,688		$	191,346		$	185,999		$	188,831
Loans, net		118,755			123,775			128,096			119,878			116,054
Securities		43,681			37,672			38,299			41,665			43,054
Earning assets		197,933			179,695			177,439			173,930			178,553
Deposits		179,973			164,033			162,126			156,915			162,857
Stockholders’ equity		29,314			28,139			26,662			25,365			24,051
Weighted average shares outstanding		1,535,733			1,535,733			1,535,733			1,535,733			1,535,733
Selected Ratios
Return on average assets		1.07	%		1.30	%		1.15	%		1.21	%		1.07	%
Return on average equity		7.70	%		8.92	%		8.26	%		8.84	%		8.42	%
Dividends declared as percent of net income		40.82	%		35.58	%		36.81	%		34.25	%		35.61	%
Net interest margin (tax-equivalent basis)		3.57	%		4.41	%		4.22	%		4.08	%		3.57	%
Allowance for loan losses as a percentage of total loans		1.34	%		1.33	%		1.10	%		1.31	%		1.41	%
Average equity to average assets		13.84	%		14.53	%		13.93	%		13.64	%		12.74	%
Risk-based capital		22.26	%		21.71	%		20.42	%		20.74	%		20.37	%

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Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Cardinal Bankshares Corporation

Floyd, Virginia

We have audited the consolidated balance sheets of Cardinal Bankshares Corporation and subsidiaries as of December 31, 2007 and 2006 and the related consolidated statements of income, changes in stockholders equity and cash flows for each of the three years in the period ended December 31, 2007. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cardinal Bankshares Corporation and subsidiaries at December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to examine management’s assertion about the effectiveness of Cardinal Bankshares Corporation’s internal control over financial reporting as of December 31, 2007 included in the Form 10-K and, accordingly, we do not express an opinion thereon.

Galax, Virginia

March 14, 2008

www.elliottdavis.com

11

Cardinal Bankshares Corporation and Subsidiaries

Consolidated Balance Sheets

December 31, (In thousands, except share data)	2007			2006
Assets
Cash and due from banks	$	4,526		$	3,416
Interest-bearing deposits in banks		15,511			21,135
Federal funds sold		8,800			8,800
Investment securities available for sale, at fair value		26,312			23,654
Investment securities held to maturity (fair value approximates $19,120 and $17,443 at December 31, 2007 and 2006, respectively)		18,990			17,248
Restricted equity securities		536			554
Total loans		124,452			122,974
Allowance for loan losses		(1,669	)		(1,640	)
Net loans		122,783			121,334
Bank premises and equipment, net		4,262			4,071
Accrued interest receivable		1,045			974
Foreclosed properties		212			212
Bank owned life insurance		4,757			4,789
Other assets		1,527			1,662
Total assets	$	209,261		$	207,849
Liabilities and Stockholders’ Equity
Liabilities
Noninterest-bearing deposits	$	29,562		$	28,279
Interest-bearing deposits		148,087			148,993
Total deposits		177,649			177,272
Accrued interest payable		211			221
Other liabilities		1,488			1,966
Total liabilities		179,348			179,459
Commitments and contingencies		—			—
Stockholders’ equity
Common stock, $10 par value; 5,000,000 shares authorized; 1,535,733 shares issued and outstanding		15,357			15,357
Additional paid-in capital		2,925			2,925
Retained earnings		11,789			10,453
Accumulated other comprehensive loss		(158	)		(345	)
Total stockholders’ equity		29,913			28,390
Total liabilities and stockholders’ equity	$	209,261		$	207,849

See Notes to Consolidated Financial Statements

12

Cardinal Bankshares Corporation and Subsidiaries

Consolidated Statements of Income

Years ended December 31, (In thousands, except share and per share data)	2007			2006			2005
Interest and dividend income
Loans and fees on loans	$	9,125		$	9,395		$	8,698
Federal funds sold and securities purchased under agreements to resell		443			249			142
Investment securities:
Taxable		1,191			802			734
Exempt from federal income tax		895			852			918
Dividend income		32			33			25
Deposits with banks		1,272			582			167
Total interest income		12,958			11,913			10,684
Interest expense
Deposits		5,892			4,317			3,500
Borrowings		—			—			26
Total interest expense		5,892			4,317			3,526
Net interest income		7,066			7,596			7,158
Provision for (recovery of) loan losses		(19	)		208			48
Net interest income after provision for (recovery of) loan losses		7,085			7,388			7,110
Noninterest income
Service charges on deposit accounts		224			281			262
Other service charges and fees		103			100			100
Net realized gains on sales of securities		56			3			9
Income on bank owned life insurance		377			158			148
Other income		215			382			240
Total noninterest income		975			924			759
Noninterest expense
Salaries and employee benefits		3,191			2,984			2,991
Occupancy and equipment		697			681			710
Legal and professional		410			400			446
Bank franchise tax		131			132			139
Data processing services		158			187			—
Foreclosed assets, net		3			(7	)		(13	)
Other operating expense		696			661			797
Total noninterest expense		5,286			5,038			5,070
Income before income taxes		2,774			3,274			2,799
Income tax expense		517			763			596
Net income	$	2,257		$	2,511		$	2,203
Basic earnings per share	$	1.47		$	1.63		$	1.44
Diluted earnings per share	$	1.47		$	1.63		$	1.44
Weighted average basic shares outstanding		1,535,733			1,535,733			1,535,733
Weighted average diluted shares outstanding		1,535,733			1,535,733			1,535,733

See Notes to Consolidated Financial Statements

13

Cardinal Bankshares Corporation and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income

(In thousands)	Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance, December 31, 2004	$	15,357	$	2,925	$	7,444		$	124		$	25,850
Comprehensive income
Net income		—		—		2,203			—			2,203
Net unrealized securities gains arising during the period, net of taxes of $(90)		—		—		—			(175	)		(175	)
Realized securities gains, net of taxes of $(3)		—		—		—			(6	)		(6	)
Total comprehensive income												2,022
Cash dividends declared ($0.53 per share)		—		—		(814	)		—			(814	)
Balance, December 31, 2005		15,357		2,925		8,833			(57	)		27,058
Comprehensive income
Net income		—		—		2,511			—			2,511
Net unrealized securities losses arising during the period, net of taxes of $15		—		—		—			28			28
Realized securities gains, net of taxes of $(1)		—		—		—			(2	)		(2	)
Total comprehensive income												2,537
Cash dividends declared ($0.58 per share)		—		—		(891	)		—			(891	)
Adjustment to initially apply, SFAS No. 158 net of taxes of $162		—		—		—			(314	)		(314	)
Balance, December 31, 2006		15,357		2,925		10,453			(345	)		28,390
Comprehensive income
Net income		—		—		2,257			—			2,257
Net unrealized securities gains arising during the period, net of taxes of $(15)		—		—		—			(30	)		(30	)
Realized securities gains, net of taxes of $(19)		—		—		—			(37	)		(37	)
Adjustment for SFAS No 158, net of taxes of $127		—		—		—			254			254
Total comprehensive income												2,444
Cash dividends declared ($0.60 per share)		—		—		(921	)		—			(921	)
Balance, December 31, 2007	$	15,357	$	2,925	$	11,789		$	(158	)	$	29,913

See Notes to Consolidated Financial Statements

14

Cardinal Bankshares Corporation and Subsidiaries

Consolidated Statements of Cash Flows

Years ended December 31, (In thousands)	2007			2006			2005
Cash flows from operating activities
Net income	$	2,257		$	2,511		$	2,203
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization		328			340			345
Accretion of discount on securities, net of amortization of premiums		(3	)		23			10
Provision for loan losses		(19	)		208			48
Deferred income taxes		153			155			(49	)
Net realized gains on securities		(56	)		(3	)		(9	)
Net realized gain on sale of foreclosed assets		—			(21	)		(17	)
Deferred compensation and pension expense (benefit)		165			248			(128	)
Changes in assets and liabilities:
Accrued income		(71	)		24			(65	)
Other assets		(82	)		(448	)		(407	)
Accrued interest payable		(10	)		87			24
Other liabilities		(259	)		657			264
Net cash provided by operating activities		2,403			3,781			2,219
Cash flows from investing activities
Net (increase) decrease in interest-bearing deposits in banks		5,624			(12,093	)		(5,440	)
Net (increase) decrease in federal funds sold		—			(3,675	)		2,050
Purchases of available for sale securities		(13,872	)		(10,704	)		(5,828	)
Sales of available for sale securities		486			—			750
Maturities, calls and paydowns of available for sale securities		10,694			6,389			6,435
Purchases of held to maturity securities		(3,360	)		(1,796	)		(958	)
Maturities, calls and paydowns of held to maturity securities		1,610			2,006			3,490
Call (purchase) of restricted equity securities		18			(8	)		57
Net (increase) decrease in loans		(1,430	)		7,012			(5,976	)
Net purchases of property and equipment		(519	)		(414	)		(137	)
Proceeds from sale of foreclosed assets		—			227			48
Net cash used by investing activities		(749	)		(13,056	)		(5,509	)
Cash flows from financing activities
Net increase (decrease) in noninterest-bearing deposits		1,283			1,532			(464	)
Net increase (decrease) in interest-bearing deposits		(906	)		7,892			7,057
Net decrease in other borrowings		—			(134	)		(2,359	)
Dividends paid		(921	)		(891	)		(814	)
Net cash provided (used) by financing activities		(544	)		8,399			3,420
Net increase (decrease) in cash and cash equivalents		1,110			(876	)		130
Cash and cash equivalents, beginning		3,416			4,292			4,162
Cash and cash equivalents, ending	$	4,526		$	3,416		$	4,292
Supplemental disclosures of cash flow information
Interest paid	$	5,902		$	4,230		$	3,502
Income taxes paid	$	640		$	728		$	639
Supplemental disclosures of noncash activities
Other real estate acquired in settlement of loans	$	—		$	—		$	416

See Notes to Consolidated Financial Statements

15

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Organization and Summary of Significant Accounting Policies

Organization

Cardinal Bankshares Corporation (the “Company”) was incorporated as a Virginia corporation on March 12, 1996 to acquire the stock of Bank of Floyd (the “Bank”). The Bank was acquired by the Company on June 30, 1996.

Bank of Floyd and its wholly-owned subsidiary, FBC, Inc., are incorporated and operate under the laws of the Commonwealth of Virginia. As a state chartered Federal Reserve member, the Bank is subject to regulation by the Virginia Bureau of Financial Institutions and the Federal Reserve. The Bank serves the counties of Floyd, Carroll, Montgomery, and Roanoke, Virginia and the Cities of Roanoke, Christiansburg and Salem, Virginia, through eight banking offices. The bank opened its most recent branch at Fairlawn, Virginia in Pulaski County on May 1, 2007. FBC Inc.’s assets and operations consist primarily of annuity sales and minority interests in an insurance company and a title insurance company.

The accounting and financial reporting policies of the Company conform to generally accepted accounting principles and general practices within the financial services industry. Following is a summary of the more significant policies.

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of the Company, the Bank and FBC, Inc. All material intercompany transactions and balances have been eliminated.

Critical Accounting Policy

Management believes the policy with respect to the methodology for the determination of the allowance for loan losses involves a high degree of complexity. Management must make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters. Changes in these judgments, assumptions or estimates could cause reported results to differ materially. This critical policy and its application are periodically reviewed with the Audit Committee and Board of Directors.

Business Segments

The Company reports its activities as a single business segment. In determining proper segment definition, the Company considers the materiality of the potential segment and components of the business about which financial information is available and regularly evaluated, relative to resource allocation and performance assessment.

Advertising Expense

The Company expenses advertising costs as they are incurred. Advertising expense for the years presented is not material to the financial statements.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions in the application of certain of its accounting policies that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. As a result of unanticipated events or circumstances, actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans. In connection with the determination of the allowances for loan and foreclosed real estate losses, management obtains independent appraisals for significant properties.

16

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Organization and Summary of Significant Accounting Policies, continued

Use of Estimates, continued

The majority of the Company’s loan portfolio consists of loans in Southwest Virginia. Accordingly, the ultimate collectibility of a substantial portion of the Company’s loan portfolio and the recovery of a substantial portion of the carrying amount of foreclosed real estate are susceptible to changes in local market conditions. The regional economy is diverse, but is influenced by the agricultural, textile and governmental segments.

While management uses available information to recognize loan and foreclosed real estate losses, future additions to the allowances may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as a part of their routine examination process, periodically review the Company’s allowances for loan and foreclosed real estate losses. Such agencies may require additions to the allowances based on their judgments about information available to them at the time of their examinations. Because of these factors, it is reasonably possible that the allowances for loan and foreclosed real estate losses may change materially in the near term.

Cash and Cash Equivalents

For purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents are defined as those amounts included in the balance sheet caption “cash and due from banks.”

Interest-Bearing Deposits in Banks

Interest-bearing deposits in banks mature in one year and are carried at cost.

Trading Securities

The Company does not hold securities for short-term resale and therefore does not maintain a trading securities portfolio.

Securities Held to Maturity

Bonds, notes, and debentures for which the Company has the positive intent and ability to hold to maturity are reported at cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity or to call dates.

Securities Available for Sale

Available for sale securities are reported at fair value and consist of bonds, notes, debentures, and certain equity securities not classified as held to maturity securities.

Unrealized holding gains and losses, net of tax, on available for sale securities are reported as a net amount in a separate component of stockholders’ equity. Realized gains and losses on the sale of available for sale securities are recorded on the trade date and are determined using the specific identification method. Premiums and discounts are recognized in interest income using the interest method over the period to maturity or to call dates.

Declines in the fair value of individual held to maturity and available for sale securities below cost, that are other than temporary, are reflected as write-downs of the individual securities to fair value. Related write-downs are included in earnings as realized losses.

Loans Receivable

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off, are reported at their outstanding principal amount adjusted for charge-offs, the allowance for loan losses, deferred fees or costs on originated loans, and unamortized premiums or discounts on purchased loans.

17

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Organization and Summary of Significant Accounting Policies, continued

Loans Receivable, continued

Loan origination fees and certain direct origination costs are deferred and recognized as an adjustment of the yield of the related loan. Discounts and premiums on any purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity, adjusted for anticipated prepayments. Discounts and premiums on any purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method.

Interest is accrued and credited to income based on the principal amount outstanding. The accrual of interest on impaired loans is discontinued when, in management’s opinion, the borrower may be unable to meet payments as they become due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received. When facts and circumstances indicate the borrower has regained the ability to meet required payments, the loan is returned to accrual status. Past due status of the loan is determined based on contractual terms.

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as doubtful, substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment disclosures.

18

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Organization and Summary of Significant Accounting Policies, continued

Premises and Equipment

Land is carried at cost. Bank premises, furniture and equipment are carried at cost, less accumulated depreciation and amortization computed principally by the straight-line method over the following estimated useful lives:

	Years
Buildings and improvements	20-40
Furniture and equipment	5-20

Foreclosed Properties

Real estate properties acquired through, or in lieu of, loan foreclosure are to be sold and are initially recorded at fair value less cost to sell at the date of foreclosure. After foreclosure, valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in operations on foreclosed real estate. The historical average holding period for such properties is in excess of 23 months.

Pension Plan

A noncontributory defined benefit pension plan is provided for all employees who meet eligibility requirements. To be eligible, an employee must be 21 years of age and have completed one year of service. Plan benefits are based on final average compensation and years of service. The plan is funded in compliance with the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code of 1986, as amended.

The overfunded or underfunded status of the plan is reported on the balance sheet in accordance with SFAS No. 158. Gains and losses, prior service costs and credits, and any remaining transition amounts under SFAS No. 87 and SFAS No. 106 are recognized in accumulated other comprehensive income, net of tax effects.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Income Taxes

Provision for income taxes is based on amounts reported in the statements of income (after exclusion of non-taxable income such as interest on state and municipal securities) and consists of taxes currently due plus deferred taxes on temporary differences in the recognition of income and expense for tax and financial statement purposes. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

19

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Organization and Summary of Significant Accounting Policies, continued

Income Taxes, continued

Deferred income tax liability relating to unrealized appreciation (or the deferred tax asset in the case of unrealized depreciation) on investment securities available for sale is recorded in other liabilities (assets). Such unrealized appreciation or depreciation is recorded as an adjustment to equity in the financial statements and not included in income determination until realized. Accordingly, the resulting deferred income tax liability or asset is also recorded as an adjustment to equity.

In 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes – an Interpretation of SFAS No. 109”. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes”. FIN 48 also prescribes a recognition threshold and measurement of a tax position taken or expected to be taken in a company’s tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006. Accordingly, the Company adopted FIN 48 effective January 1, 2007. The adoption of FIN 48 did not have any impact on the Company’s consolidated financial position.

Basic Earnings per Share

Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period, after giving retroactive effect to stock splits and stock dividends.

Diluted Earning per Share

The computation of diluted earnings per share is similar to the computation of basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if dilutive potential common shares had been issued. The numerator is adjusted for any changes in income or loss that would result from the assumed conversion of those potential common shares. For the years presented, the Company has no potentially dilutive securities outstanding.

Comprehensive Income

Annual comprehensive income reflects the change in the Company’s equity during the year arising from transactions and events other than investments by, and distributions to, stockholders. It consists of net income plus certain other changes in assets and liabilities that are reported as separate components of stockholders’ equity rather than as income or expense.

Financial Instruments

Derivatives that are used as part of the asset/liability management process are linked to specific assets or liabilities and have high correlation between the contract and the underlying item being hedged, both at inception and throughout the hedge period. In addition, forwards and option contracts must reduce an exposure’s risk, and for hedges of anticipatory transactions, the significant terms and characteristics of the transaction must be identified and the transactions must be probable of occurring. All derivative financial instruments held or issued by the Bank are held or issued for purposes other than trading.

In the ordinary course of business the Company has entered into off-balance-sheet financial instruments consisting of commitments to extend credit and commercial and standby letters of credit. Such financial instruments are recorded in the financial statements when they are funded or related fees are incurred or received.

The Company does not utilize interest-rate exchange agreements or interest-rate futures contracts.

20

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Organization and Summary of Significant Accounting Policies, continued

Financial Instruments, continued

Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Statement No. 107 excludes certain financial instruments and all nonfinancial instruments from its

Fair Value of Financial Instruments, continued

disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

Cash and due from banks: The carrying amounts reported in the balance sheet for these items approximate their fair values.

Interest-bearing deposits in banks: Fair values for time deposits are estimated using a discounted cash flow analysis that applies interest rates currently offered on certificates to a schedule of aggregated contractual maturities on such time deposits.

Federal funds sold: The carrying amounts reported in the balance sheet for these items approximate their fair values.

Available for sale, held to maturity and restricted equity securities: Fair values for securities, excluding restricted equity securities, are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. The carrying values of restricted equity securities approximate fair values.

Loans receivable: For variable-rate loans that re-price frequently and with no significant change in credit risk, fair values are based on carrying amounts. The fair values for other loans are estimated using discounted cash flow analysis, based on interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Loan fair value estimates include judgments regarding future expected loss experience and risk characteristics. Fair values for impaired loans are estimated using discounted cash flow analysis or underlying collateral values, where applicable. The carrying amount of accrued interest receivable approximates its fair value.

Deposit liabilities: The fair values disclosed for demand and savings deposits are, by definition, equal to the amount payable on demand at the reporting date. The fair values for certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated contractual maturities on such time deposits. The carrying amount of accrued interest payable approximates fair value.

Short-term and long-term debt: The carrying amounts of short-term debt approximate their fair values. The fair values for long-term debt are estimated using discounted cash flow analysis, based on interest rates currently being offered for loans with similar terms.

Other liabilities: For fixed-rate loan commitments, fair value considers the difference between current levels of interest rates and the committed rates. The carrying amounts of other liabilities approximates fair value.

21

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Fair Value of Financial Instruments, continued

The following is a summary of recent authoritative pronouncements that could impact the accounting, reporting and /or disclosure of financial information by the Company.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This standard eliminates inconsistencies found in various prior pronouncements but does not require any new fair value measurements. SFAS 157 was effective for the Company on January 1, 2008 and did not impact the Company’s accounting measurements but will result in additional disclosures.

In September 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115” (“SFAS 159”). This statement permits, but does not require, entities to measure many financial instruments at fair value. The objective is to provide entities with an opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. Entities electing this option will apply I when the entity first recognizes an eligible instrument and will report unrealized gains and losses on such instruments in current earnings. This statement 10 applies to all entities, 2) specifies certain election dates, 3) can be applied on an instrument-by-instrument basis with some exceptions, 4) is irrevocable and 5) applies only to entire instruments. One exception is demand deposit liabilities, which are explicitly excluded as qualifying for fair value. With respect to SFAS 115, available-for-sale and held-to-maturity securities at the effective date are eligible for the fair value option at that date. If the fair value option is elected for those securities at the effective date, cumulative unrealized gains and losses at that date shall be included in the cumulative-effect adjustment and thereafter, such securities will be accounted for as trading securities. SFAS 159 was effective for the Company on January 1, 2008 with no effect to the financial statements.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”, (“SFAS 141(R)”) which replaces SFAS 141. SFAS 141(R) establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. FAS 141(R) is effective for acquisitions by the Company taking place on or after January 1, 2009. Early adoption is prohibited. Accordingly, a calendar year-ended company is required to record and disclose business combinations following existing accounting guidance until January 1, 2009. The Company will assess the impact of SFAS 141(R) if and when a future acquisition occurs.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations and cash flows.

Reclassification

Certain reclassifications have been made to the prior years’ financial statements to place them on a comparable basis with the current year. Net income and stockholders’ equity previously reported were not affected by these reclassifications.

Note 2. Restrictions on Cash and Due from Banks

To comply with banking regulations, the Company is required to maintain certain average cash reserve balances. The daily average cash reserve requirement was approximately $1.0 million for each of the two week periods including December 31, 2007 and 2006.

22

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 3. Securities

Debt and equity securities have been classified in the consolidated balance sheets according to management’s intent. The carrying amount of securities and their approximate fair values at December 31 follow:

2007 (In thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Available for sale
Government sponsored enterprises	$	7,792	$	31	$	256	$	7,567
State and municipal securities		2,922		28		8		2,942
Mortgage-backed securities		14,290		101		88		14,303
Other securities		1,455		45		—		1,500
	$	26,459	$	205	$	352	$	26,312
Held to maturity
State and municipal securities	$	18,940	$	241	$	110	$	19,071
Mortgage-backed securities		50		—		1		49
	$	18,990	$	241	$	111	$	19,120
2006 (In thousands)
Available for sale
Government sponsored enterprises	$	7,290	$	1	$	94	$	7,197
State and municipal securities		2,407		22		1		2,428
Mortgage-backed securities		12,548		67		94		12,521
Other securities		1,455		53		—		1,508
	$	23,700	$	143	$	189	$	23,654
Held to maturity
State and municipal securities	$	17,155	$	283	$	87	$	17,351
Mortgage-backed securities		93		—		1		92
	$	17,248	$	283	$	88	$	17,443

Restricted equity securities, carried at cost, consist of investments in stock of the Federal Home Loan Bank of Atlanta (“FHLB”) and The Federal Reserve of Richmond (Federal Reserve), which are upstream correspondents of the Bank. The FHLB requires financial institutions to make equity investments in the FHLB in order to borrow from it. The Bank is required to hold that stock so long as it borrows from the FHLB. The Federal Reserve requires banks to purchase stock as a condition of membership in the Federal Reserve system.

Investment securities with amortized cost of approximately $5.5 million and $6.0 million at December 31, 2007 and 2006, respectively, were pledged as collateral on public deposits and for other purposes as required or permitted by law.

Gross realized gains and losses for the years ended December 31 are as follows:

(In thousands)	2007		2006		2005
Realized gains, available for sale securities	$	56	$	—	$	9
Realized gains, held to maturity securities		—		3		—
	$	56	$	3	$	9

23

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 3. Securities, continued

The scheduled maturities of debt securities available for sale and held to maturity at December 31, 2007 were as follows:

(In thousands)	Available for Sale				Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	1,198	$	1,199	$	920	$	925
Due after one year through five years		4,191		4,215		4,916		4,994
Due after five years through ten years		2,143		1,905		7,144		7,233
Due after ten years		18,927		18,993		6,010		5,968
	$	26,459	$	26,312	$	18,990	$	19,120

For mortgage-backed securities, the Company reports maturities based on anticipated lives. Actual results may differ due to interest rate fluctuations.

The following table shows the unrealized losses and related fair values in the Company’s held to maturity and available for sale investment securities portfolios. This information is aggregated by investment category and by the length of time that individual securities have been in a continuous unrealized loss position at December 31, 2007.

	Less Than 12 Months				12 Months or More				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Government sponsored enterprises	$	—	$	—	$	744	$	256	$	744	$	256
State and municipal securities		4,168		82		2,918		36		7,086		118
Mortgage-backed securities		1,942		10		4,049		79		5,991		89
Total temporarily impaired securities	$	6,110	$	92	$	7,711	$	371	$	13,821	$	463

Management considers the nature of the investment, the underlying causes of the decline in market or fair value, the severity and duration of the decline and other evidence, on a security-by-security basis, in determining if the decline in fair value is other than temporary.

At December 31, 2007, the Company had two government-sponsored securities with an aggregate unrealized loss of approximately $256 thousand, 21 state and municipal securities with an aggregate unrealized loss of approximately $118 thousand and 27 mortgaged-backed securities with an aggregate unrealized loss of approximately $89 thousand. Management does not believe that gross unrealized losses, which totals 3.3% of the amortized costs of the related investment securities, represent an other-than-temporary impairment. The Company has both the ability and the intent to hold all of these securities for a period of time necessary to recover the amortized cost.

24

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 4. Loans Receivable

The major components of loans in the Consolidated Balance Sheets are summarized below:

December 31, (In thousands)	2007			2006
Commercial	$	6,632		$	5,664
Real estate
Construction and land development		19,168			11,362
Residential, 1-4 families		23,584			23,441
Residential, 5 or more families		1,761			1,858
Farmland		3,362			3,077
Nonfarm, nonresidential		62,781			71,650
Agricultural		384			675
Consumer		3,836			2,135
Other		3,258			3,408
Gross loans		124,766			123,270
Unearned discount and net deferred loan fees and costs		(314	)		(296	)
Total loans		124,452			122,974
Allowance for loan losses		(1,669	)		(1,640	)
Net loans	$	122,783		$	121,334

Note 5. Allowance for Loan Losses

Changes in the allowance for loan losses are as follows:

Years ended December 31, (In thousands)	2007			2006			2005
Balance, at January 1	$	1,640		$	1,427		$	1,631
Provision (recovery) charged to expense		(19	)		208			48
Recoveries of amounts charged off		53			32			93
Amounts charged off		(5	)		(27	)		(345	)
Balance, at December 31	$	1,669		$	1,640		$	1,427

The following is a summary of information pertaining to impaired loans at December 31:

(In thousands)	2007		2006
Impaired loans without a valuation allowance	$	—	$	—
Impaired loans with a valuation allowance		3,355		3,357
Total impaired loans	$	3,355	$	3,357
Valuation allowance related to impaired loans	$	703	$	743

	2007		2006		2005
Average investment in impaired loans	$	3,355	$	2,748	$	—
Interest income recognized for the year	$	226	$	275	$	—
Interest income recognized on a cash basis for the year	$	224	$	275	$	—

The Company is not committed to advance additional funds in connection with impaired loans.

Nonaccrual loans and loans past due 90 days or more at December 31, 2007 were $646 thousand and $245 respectively. At December 31, 2006, those amounts were $657 thousand and $0 thousand, respectively.

25

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 6. Bank Premises and Equipment

Bank premises and equipment included in the Consolidated Balance Sheets are as follows:

December 31, (In thousands)	2007			2006
Land	$	929		$	929
Bank premises		4,644			4,269
Furniture and equipment		3,250			3,106
Total		8,823			8,304
Less accumulated depreciation		(4,561	)		(4,233	)
Bank premises and equipment, net	$	4,262		$	4,071

The Bank has entered into long-term leases for two of its branch banking facilities under agreements accounted for as operating leases. These leases expire in 2009, including the exercise of renewal options ranging from three to five years. The Bank also entered into a long-term lease for land for one of its branches. The lease has an initial term of ten years, with automatic renewal in ten year increments terminating in 2046. Rental expense was $78 thousand, $59 thousand and $51 thousand for 2007, 2006 and 2005, respectively. Future minimum lease payments are as follows:

	(In thousands)
2008	$	78
2009		56
2010		28
2011		28
2012		28
Years thereafter		103
Total	$	321

Note 7. Deposits

The composition of deposits is as follows:

December 31, (In thousands)	2007		2006
Demand deposits, noninterest bearing	$	29,562	$	28,279
NOW and money market accounts		14,950		15,501
Savings deposits		17,282		20,958
Time certificates $100,000 or more		42,010		32,862
Other time certificates		73,845		79,672
Total deposits	$	177,649	$	177,272

At December 31, 2007, the scheduled maturities of time deposits are as follows:

	(In thousands)
2008	$	78,232
2009		16,700
2010		12,119
2011		3,838
2012		4,966
Total	$	115,855

26

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 8. Borrowings

Short-term debt consists of securities sold under agreements to repurchase, which generally mature within one day of the transaction date. Additional information is summarized below:

Amounts in thousands	2007		2006			2005
Outstanding balance at December 31	$	—	$	—		$	134
Year-end weighted average rate	$	—	$	4.97	%	$	3.90	%
Daily average outstanding during the year	$	—	$	18		$	1,124
Average rate for the year	$	—	$	5.55	%	$	2.30	%
Maximum outstanding at any month-end during the year	$	—	$	219		$	2,446

The Company has established various credit facilities to provide additional liquidity if and as needed. These include unsecured lines of credit with correspondent banks totaling $19.2 million and a secured line of credit with the Federal Home Loan Bank of Atlanta of approximately $23.9 million. Additional amounts are available from the Federal Home Loan Bank with additional collateral. At December 31, 2007 and 2006, there were no amounts outstanding under these agreements.

Note 9. Employee Benefit Plan

The Bank has a qualified noncontributory, defined benefit pension plan which covers substantially all of its employees. The benefits are primarily based on years of service and earnings. The following is a summary of the plan’s funded status:

December 31, (In thousands)	2007			2006
Change in benefit obligation
Benefit obligation at beginning of year	$	3,417		$	3,429
Service cost		179			233
Interest cost		202			196
Actuarial (gain) loss		(289	)		(254	)
Benefits paid		(212	)		(187	)
Benefit obligation at end of year	$	3,297		$	3,417
Change in plan assets
Fair value of plan assets at beginning of year	$	2,571		$	2,249
Actual return on plan assets		301			187
Employer contribution		—			322
Benefits paid		(212	)		(187	)
Fair value of plan assets at end of year	$	2,660		$	2,571
Change in prepaid (accrued) benefit cost
Prepaid (accrued) benefit cost, beginning	$	(370	)	$	(113	)
Contributions		—			—
Pension cost		(175	)		(257	)
Prepaid (accrued) benefit cost, ending	$	(545	)	$	(370	)
Funded status	$	(636	)	$	(846	)
Unrecognized transitional net assets		(8	)		(12	)
Unrecognized prior service cost		24			30
Unrecognized net actuarial (gain) loss		75			458
Net amount recognized	$	(545	)	$	(370	)

27

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 9. Employee Benefit Plan, continued

December 31, (In thousands)	2007			2006
Recognized on balance sheet
Other assets	$	31		$	162
Other liabilities		(636	)		(846	)
Accumulated other comprehensive income		60			314
Net amount recognized	$	(545	)	$	(370	)
Recognized in accumulated other comprehensive income from adoption of SFAS No. 158.	$	(24	)	$	(30	)
Unrecognized transitional net assets		(75	)		(458	)
Unrecognized prior service cost		8			12
Unrecognized net actuarial (gain) loss		31			162
Prepaid (accrued) benefit cost	$	(60	)	$	(314	)

	2007			2006			2005
Components of net periodic benefit cost
Service cost	$	179		$	233		$	177
Interest cost		202			196			175
Return on plan assets		(215	)		(196	)		(259	)
Originating unrecognized asset gain (loss)					—			89
Amortization		2			2			2
Recognized net actuarial (gain) loss		7			22			20
Net periodic benefit cost	$	175		$	257		$	204
Benefit obligation assumptions as of September 30
Discount rat		6.00	%		6.00	%		5.75	%
Expected return on plan assets		8.50	%		8.50	%		8.50	%
Rate of compensation increase		5.00	%		5.00	%		5.00	%
Net periodic benefit cost assumptions as of September 30
Discount rate		6.00	%		5.75	%		6.00	%
Expected return on plan assets		8.50	%		8.50	%		8.50	%
Rate of compensation increase		5.00	%		5.00	%		5.00	%

Estimated future benefit payments, which reflect expected future service, as appropriate, are as follows:

	(in thousands)
10/01/07 – 09/30/08	$	106
10/01/08 – 09/30/09		116
10/01/09 – 09/30/10		120
10/01/10 – 09/30/11		128
10/01/11 – 09/30/12		132
10/01/12 – 09/30/17		741

The accumulated benefit obligation for the defined benefit pension plan was $2.3 million and $2.2 million at December 31, 2007 and 2006. No employer contributions are expected to be paid in 2008.

28

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 9. Employee Benefit Plan, continued

The Bank’s defined benefit pension plan’s weighted-average asset allocations at December 31, by asset category are as follows:

	2007		2006
Mutual funds – fixed income	35	%	30	%
Mutual funds – equity	60	%	56	%
Cash and equivalents	5	%	14	%
Total	100	%	100	%

The plan sponsor selects the expected long-term rate-of-return-on-assets assumption in consultation with their investment advisors and actuary, and with concurrence from their auditors. This rate is intended to reflect the average rate of earnings expected to be earned on the funds invested or to be invested to provide plan benefits. Historical performance is reviewed, especially with respect to real rates of return (net of inflation), for the major asset classes held or anticipated to be held by the trust, and for the trust itself. Undue weight is not given to recent experience that may not continue over the measurement period, with higher significance placed on current forecasts of future long-term economic conditions.

Because assets are held in a qualified trust, anticipated returns are not reduced for taxes. Further, solely for this purpose, the plan is assumed to continue in force and not terminate during the period during which assets are invested. However, consideration is given to the potential impact of current and future investment policy, cash flow into and out of the trust, and expenses (both investment and non-investment) typically paid from plan assets (to the extent such expenses are not explicitly estimated within periodic cost).

Note 10. Deferred Compensation and Life Insurance

Deferred compensation plans have been adopted for certain members of the Board of Directors for future compensation upon retirement. Under plan provisions aggregate annual payments ranging from $2 thousand to $8 thousand are payable for ten years certain, generally beginning at age 65. Liability accrued for compensation deferred under the plan amounts to $60 thousand and $71 thousand at December 31, 2007 and 2006, respectively.

Charges to income are based on present value of future cash payments, discounted at 8%, and amounted to $5 thousand, $7 thousand and $6 thousand for 2007, 2006 and 2005, respectively.

The Bank is owner and beneficiary of life insurance policies on these directors. Policy cash values, net of policy loans, totaled $103 thousand and $94 thousand at December 31, 2007 and 2006 respectively.

In 2002, the Bank adopted a supplemental executive retirement plan to provide benefits for a member of management. Under plan provisions, aggregate fixed payments of $45 thousand are payable for 20 years certain, beginning on the executive’s retirement date. The liability is calculated by discounting the anticipated future cash flows at 6.10%. The liability accrued for this obligation was $510 thousand and $469 thousand at December 31, 2007 and 2006, respectively. Charges to income are based on changes in the cash value of insurance which funds the liability.

29

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 11. Fair Value of Financial Instruments

The estimated fair values of the Company’s financial instruments are as follows:

December 31, (In thousands)	2007				2006
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets
Cash and due from banks	$	4,526	$	4,526	$	3,416	$	3,416
Interest-bearing deposits with banks		15,511		15,511		21,135		21,135
Federal funds sold		8,800		8,800		8,800		8,800
Securities, available for sale		26,312		26,312		23,654		23,654
Securities, held to maturity		18,990		19,120		17,248		17,443
Restricted equity securities		536		536		554		554
Total loans		124,452		129,960		122,974		121,782
Financial liabilities
Deposits		177,649		178,934		177,272		177,913

Note 12. Income Taxes

The components of income tax expense (benefit) are as follows:

Years ended December 31, (In thousands)	2007			2006			2005
Current taxes – federal	$	670		$	918		$	547
Deferred taxes – federal		(153	)		(155	)		49
Income tax expense	$	517		$	763		$	596

A reconciliation of the expected income tax expense computed by applying the federal statutory rate of 34% to income included in the consolidated statements of income follows:

Years ended December 31, (In thousands)	2007			2006			2005
Expected tax expense	$	943		$	1,113		$	952
Tax exempt interest		(344	)		(333	)		(339	)
Income on bank owned life insurance		(128	)		(54	)		(50	)
Other		46			37			33
Income tax expense	$	517		$	763		$	596

The Company has analyzed the tax positions taken or expected to be taken in its tax returns and concluded it has no liability related to uncertain tax positions in accordance with FIN 48. The Company’s policy is to classify any interest or penalties recognized in accordance with FIN 48 as interest expense or noninterest expense, respectively. Years ended December 31, 2004 through December 31, 2006 remain open for audit for all major jurisdictions.

30

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 12. Income Taxes, continued

The tax effects of temporary timing differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:

December 31, (In thousands)	2007			2006
Deferred tax assets
Allowance for loan and other real estate losses	$	548		$	459
Interest on non-accrual loans		—			1
Deferred loan interest, fees		107			101
Employee benefit liabilities		459			374
Pension liability		31			162
Net unrealized depreciation on securities available for sale		50			16
Total deferred tax assets		1,195			1,113
Deferred tax liabilities
Prepaid expenses		(52	)		—
Depreciation		(69	)		(99	)
Accretion of discount on investment securities		(45	)		(41	)
Total deferred tax liabilities		(166	)		(140	)
Net deferred tax asset	$	1,029		$	973

Note 13. Commitments and Contingencies

Litigation

On December 12, 2002, Cardinal’s former Chief Financial Officer, Mr. David Welch, filed a complaint against Cardinal with the United States Department of Labor under Section 806 of the Sarbanes-Oxley Act. Welch alleges in his complaint that his termination in October 2002 violated the Act and seeks reinstatement, back pay and damages. The Company maintains that the independent members of Cardinal’s Board of Directors terminated Welch lawfully because he refused to comply with the directive of the Audit Committee attempting to look into certain matters raised by Mr. Welch. The Audit Committee, after full investigation, later concluded that the matters raised by Mr. Welch had no merit. The Board’s decision was upheld by the Department of Labor initially. A Department of Labor Administrative Judge reversed the earlier decision in Cardinal’s favor and entered a decision in Welch’s favor on January 28, 2004. The parties submitted evidence of damages without a further hearing in December 2004 and January 2005, and Welch’s motion for damages was granted b the Administrative Law Judge in a Supplemental Recommended Decision and Order dated February 5, 2005.

Cardinal petitioned for review of the Administrative Law Judge’s two decisions, and the Administrative Review Board accepted the case for review. Briefs were submitted by both sides, and additional briefs were submitted in support of Cardinal by the American Bankers Association, the Virginia Bankers Association, and the Virginia Association of Community Banks as amici curiae.

Meanwhile, Welch’s counsel made unsuccessful attempts to force Welch’s reinstatement. He moved the Administrative Law Judge for sanctions against Cardinal for failure to reinstate Welch as CFO. The motion was denied on August 9, 2005.

Welch then filed an action in the United States District Court for the Western District of Virginia, seeking enforcement of what he believed to be a preliminary order of reinstatement. The District Court dismissed that action on January 6, 2006, concluding that it was reasonable for Cardinal to believe it had not been ordered to reinstate Welch when the Administrative Law Judge’s decision was worded as a recommendation.

31

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 13. Commitments and Contingencies, continued

Litigation, continued

Welch then filed two motions simultaneously, one to the Administrative Law Judge seeking “expedited clarification” of the purported order of reinstatement, another to the District Court to alter or amend its judgment of dismissal. Both motions were denied, on January 24 and January 26, 2006, respectively.

Welch then filed with Department of Labor Administrative Review Board on February 8, 2006 a Motion for Expedited Order Confirming Preliminary Order of Reinstatement Has Issued. This Motion was granted on March 31, 2006. On April 17, 2006, Cardinal filed a motion with the Department of Labor Administrative Review Board seeking a stay of the preliminary order of reinstatement. This motion was denied on June 9, 2006, leaving the preliminary order of reinstatement in effect.

On July 6, 2006, Welch filed a Petition to Enforce Order of Reinstatement of the United States Department of Labor with the United States District Court in Roanoke. The Department of Labor moved to intervene to support Welch’s Petition. Cardinal’s individual directors also moved to intervene to oppose Welch’s Petition. The American Association of Bank Directors similarly moved to intervene to oppose Welch’s Petition. Cardinal moved to dismiss Welch’s Petition on the basis that the Sarbanes-Oxley statute does not give the District Court jurisdiction to enforce a Department of Labor Preliminary Order of Reinstatement. On October 5, 2006, the District Court granted Cardinal’s motion to dismiss, concluding that the Court did not have jurisdiction to enforce the Preliminary Order.

On December 4, 2006, Welch and the United States Department of Labor appealed the District Court’s dismissal to the United States Court of Appeals for the Fourth Circuit. A decision in that appeal is still pending.

On May 31, 2007, while the appeal of the enforcement action was still pending in the Fourth Circuit, the Administrative Review Board reversed the decision of the Administrative Law Judge and denied Welch’s complaint. This was a final order of the Department of Labor. In light of that ruling, there no longer was any preliminary order to enforce. Thus, Cardinal moved to dismiss the appeal of the enforcement order as moot. The Fourth Circuit has not yet ruled on that motion.

Meanwhile, on July 9, 2007, Welch petitioned the Fourth Circuit to review the May 31, 2007 ruling of the Administrative Review Board. Cardinal moved to intervene in the case, which the Court permitted it to do. The American Association of Bank Directors and the Virginia Bankers Association and Virginia Association of Community Banks have submitted briefs as amici curiae in support of Cardinal. The parties are still briefing the issues for the Fourth Circuit, and the matter has not yet been scheduled for oral agreement.

Thus, there are two appeals pending before the Fourth Circuit: an appeal of the District Court’s dismissal of Welch’s enforcement action, and an appeal of the Administrative Review Board’s denial of Welch’s complaint. Cardinal’s likelihood of success on both of those appeals is good.

32

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 13. Commitments and Contingencies, continued

Financial Instruments with Off-Balance Sheet Risk

The Company’s exposure to loan loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as for on-balance-sheet instruments. A summary of commitments at December 31 is as follows:

December 31, (In thousands)	2007		2006
Commitments to extend credit	$	26,897	$	8,600
Standby letters of credit		1,022		471
	$	27,919	$	9,071

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis.

The amount of collateral obtained, if deemed necessary upon extension of credit, is based on management’s credit evaluation of the party. Collateral held varies, but may include accounts receivable, crops, livestock, inventory, property and equipment, residential real estate and income producing commercial properties.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies as specified above and is required in instances which the Company deems necessary.

Concentrations of Credit Risk

The majority of the Company’s loans, commitments to extend credit, and standby letters of credit have been granted to customers in the Company’s market area. The majority of such customers are depositors of the Bank. Investments in state and municipal securities involve governmental entities within and outside the Company’s market area. The concentrations of credit by type of loan are set forth in the Loans Receivable note. The distribution of commitments to extend credit approximates the distribution of loans outstanding. Standby letters of credit are granted primarily to commercial borrowers. The Company, as a matter of policy, does not extend credit to any single borrower or group of related borrowers in excess of approximately $2.7 million.

Although the Company has a reasonably diversified loan portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent upon economic conditions in and around Floyd, Carroll, Montgomery, and Roanoke Counties and the Cities of Roanoke and Salem, Virginia. A significant amount of the real estate loans set forth in the Loans Receivable note are secured by commercial real estate. The Company has a loan concentration relating to nonresidential buildings and real estate land developers. Total loans to this group amounted to approximately $26.9 million at December 31, 2007 and approximately $33.1 million at December 31, 2006.

The Company has cash and cash equivalents on deposit with financial institutions which exceed federally insured limits.

33

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 14. Regulatory Matters

Dividends

The Company’s dividend payments are made from dividends received from the Bank. The Bank, as a Virginia banking corporation, may pay dividends only out of its retained earnings. However, regulatory authorities may limit payment of dividends by any bank when it is determined that such a limitation is in the public interest and is necessary to ensure financial soundness of the Bank.

Intercompany Transactions

The Bank’s legal lending limit on loans to the Company are governed by Federal Reserve Act 23A, and differ from legal lending limits on loans to external customers. Generally, a bank may lend up to 10% of its capital and surplus to its Parent, if the loan is secured. If collateral is in the form of stocks, bonds, debentures or similar obligations, it must have a market value when the loan is made of at least 20% more than the amount of the loan, and if obligations of a state or political subdivision or agency thereof, it must have a market value of at least 10% more than the amount of the loan. If such loans are secured by obligations of the United States or agencies thereof, or by notes, drafts, bills of exchange or bankers’ acceptances eligible for rediscount or purchase by a Federal Reserve Bank, requirements for collateral in excess of the loan amount do not apply. Under this definition, the legal lending limit for the Bank on loans to the Company was approximately $1.8 million at December 31, 2007. At December 31, 2006, the Company had an outstanding loan payable to the Bank of $1.6 million. There were no intercompany loans at December 31, 2007.

Capital Requirements

The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of December 31, 2007 and 2006, that the Company and the Bank met all capital adequacy requirements to which they are subject.

As of December 31, 2007, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following tables. There are no conditions or events since the notification that management believes have changed the Bank’s category.

34

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 14. Regulatory Matters, continued

Capital Requirements, continued

The Company and the Bank’s actual capital amounts and ratios are also presented in the following table.

	Actual				Minimum For Capital Adequacy Purposes				Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions
In thousands	Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2007
Total capital to risk-weighted assets Consolidated	$	31,739	22.26	%	$	11,405	8.00	%		n/a	n/a
Bank of Floyd		19,336	14.64	%		10,570	8.00	%	$	13,212	10.00	%
Tier I capital to risk-weighted assets Consolidated		30,070	21.09	%		5,702	4.00	%		n/a	n/a
Bank of Floyd		17,772	13.45	%		5,285	4.00	%		7,927	6.00	%
Tier I capital to average assets Consolidated		30,070	14.41	%		8,344	4.00	%		n/a	n/a
Bank of Floyd		17,772	8.89	%		7,977	4.00	%		9,996	5.00	%
December 31, 2006
Total capital to risk-weighted assets Consolidated	$	30,375	21.71	%	$	11,192	8.00	%		n/a	n/a
Bank of Floyd		19,006	14.37	%		10,584	8.00	%	$	13,231	10.00	%
Tier I capital to risk-weighted assets Consolidated		28,735	20.54	%		5,596	4.00	%		n/a	n/a
Bank of Floyd		17,471	13.20	%		5,292	4.00	%		7,938	6.00	%
Tier I capital to average assets Consolidated		28,735	14.23	%		8,077	4.00	%		n/a	n/a
Bank of Floyd		17,471	9.03	%		7,742	4.00	%		9,677	5.00	%

Note 15. Transactions with Related Parties

The Company has entered into transactions with its directors, significant shareholders and their affiliates (related parties). Such transactions were made in the ordinary course of business on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other customers, and did not, in the opinion of management, involve more than normal credit risk or present other unfavorable features.

Aggregate loan transactions with related parties were as follows:

December 31, (In thousands)	2007			2006
Balance, beginning	$	917		$	983
Additions		193			206
Repayments		(583	)		(272	)
Balance, ending	$	527		$	917

35

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 16. Parent Company Financial Information

Condensed financial information of Cardinal Bankshares Corporation is presented as follows:

Balance Sheets

December 31, (In thousands)	2007			2006
Assets
Cash and due from banks	$	974		$	3,213
Investment securities available for sale, at fair value		1,500			1,508
Total loans		8,854			7,643
Allowance for loan losses		(105	)		(105	)
Net loans		8,749			7,538
Investment in affiliate bank at equity		17,585			17,092
Other assets		1,105			815
Total assets	$	29,913		$	30,166
Liabilities
Borrowing from affiliate bank	$	—		$	1,562
Other liabilities		—			214
Total liabilities		—			1,776
Stockholders’ equity
Common stock		15,357			15,357
Additional paid-in capital		2,925			2,925
Retained earnings		11,789			10,453
Accumulated other comprehensive loss		(158	)		(345	)
Total stockholders’ equity		29,913			28,390
Total liabilities and stockholders’ equity	$	29,913		$	30,166

36

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 16. Parent Company Financial Information, continued

Statements of Income

Years ended December 31, (In thousands)	2007			2006		2005
Income
Dividends from affiliate bank	$	1,921		$	1,591	$	3,314
Interest on loans		625			540		341
Interest on investment securities		72			79		61
Other income		6			2		2
Total income		2,624			2,212		3,718
Expenses
Management and professional fees		566			615		569
Interest on borrowing		28			4		—
Provision for loan losses		—			80		—
Other expenses		60			66		63
Total expenses		654			765		632
Income before income tax benefit and equity in undistributed net income of subsidiaries		1,970			1,447		3,086
Income tax (expense) benefit		(14	)		51		79
Income before equity in undistributed net income of subsidiaries		1,956			1,498		3,165
Equity in undistributed net income of subsidiaries		301			1,013		(962	)
Net income	$	2,257		$	2,511	$	2,203

37

Cardinal Bankshares Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note 16. Parent Company Financial Information, continued

Statements of Cash Flows

Years ended December 31, (In thousands)	2007			2006			2005
Cash flows from operating activities
Net income	$	2,257		$	2,511		$	2,203
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		—			80			—
Equity in undistributed income of subsidiaries		(301	)		(1,013	)		962
Net change in other assets		(287	)		(558	)		(46	)
Net change in other liabilities		(214	)		23			190
Net cash provided (used) by operating activities		1,455			1,043			3,309
Cash flows from investing activities
Investment securities called		500			—			—
Net (increase) decrease in loans		(1,211	)		(1,623	)		(1,645	)
Purchases of investment securities		(500	)		(519	)		(200	)
Net cash provided (used) by investing activities		(1,211	)		(2,142	)		(1,845	)
Cash flows from financing activities
Payments on borrowings		(1,562	)		—			—
Proceeds from borrowed funds		—			1,562			—
Dividends paid		(921	)		(891	)		(814	)
Net cash provided (used) by financing activities		(2,483	)		671			(814	)
Net increase (decrease) in cash and cash equivalents		(2,239	)		(428	)		650
Cash and cash equivalents, beginning		3,213			3,641			2,991
Cash and cash equivalents, ending	$	974		$	3,213		$	3,641

38

Management’s Discussion and Analysis

Overview

Management’s Discussion and Analysis is provided to assist in the understanding and evaluation of Cardinal Bankshares Corporation’s financial condition and its results of operations. The following discussion should be read in conjunction with the Corporation’s consolidated financial statements. Certain previously reported amounts have been reclassified to conform to current presentations.

Cardinal Bankshares Corporation, the parent company of Bank of Floyd, currently operates eight offices in Floyd, Montgomery, Roanoke, Carroll and Pulaski Counties of Virginia. The main office is in Floyd with a limited service office in Willis. The Roanoke offices are in the Cave Spring and Tanglewood Mall areas of Roanoke County. The West Salem office is located on West Main Street in Salem, Virginia. The Hillsville office is located in Carroll County on Route 52 in Hillsville, Virginia. Montgomery County is served by the branch in Christiansburg, Virginia. The Pulaski County office is located in the Fairlawn community.

The individual market conditions of each county vary from rural to urban with Floyd County being the most rural and Roanoke the most urban. Each has its own growth pattern which varies in intensity. Bank of Floyd and bank personnel work with local, state and federal government leaders in an effort to attract business and industry to Floyd County.

Cardinal Bankshares reported net income for the year 2007 of $2.3 million, slightly lower than the $2.5 million reported in 2006. Net income per diluted share was $1.47, $.16 lower than the $1.63 reported for the prior year.

Net interest income, on a taxable equivalent basis, was $7.4 million, lower by $500 thousand from $7.9 million in 2006. This decrease was driven primarily by increased deposits and corresponding increased rates paid on deposits to be competitive and maintain the deposits. Noninterest income increased by 5.5% to $975 thousand for 2007 compared to $924 thousand for 2006. Noninterest expense increased to $5.3 million compared to $5.0 million at 2006.

Earning assets averaged $197.9 million, compared to $179.7 million in 2006, the increase driven primarily by an overall increase in deposits in other banks of $13.2 million. Average securities increased $6.0 million in 2007, due largely to the use of securities income to offset declines in loan income. The federal funds sold average balance increased $3.9 million in 2007. Average loans decreased $4.9 million.

Interest-bearing liabilities averaged $151.3 million, compared to $137.1 million in 2006 driven primarily by an overall increase in large denomination deposits of $12.1 million. Savings deposits reflected an average decrease of $3.7 million from 2006, while average time deposits increased $6.8 million.

Stockholders’ equity grew 4.2% to an average of $29.3 million in 2007 from $28.1 million in 2006. The return on average assets and average equity decreased to 1.07% and 7.70%, respectively for 2007 compared to 1.30% and 8.92%, respectively, for 2006. Book value per share was $19.48 at December 31, 2007, compared to $18.49 at year-end 2006, representing an increase of 5.4%.

39

Management’s Discussion and Analysis

Table 1. Average Balances and Interest Rates (Taxable Equivalent Basis)

Years ended December 31, (In thousands)	2007							2006							2005
	Average Balance			Interest Income/ Expense		Yield/ Cost		Average Balance			Interest Income/ Expense		Yield/ Cost		Average Balance			Interest Income/ Expense		Yield/ Cost
Assets:
Interest-earning assets:
Deposits in other banks	$	25,005		$	1,272	5.09	%	$	11,784		$	582	4.94	%	$	4,929		$	167	3.40	%
Taxable investment securities		22,941			1,223	5.33	%		18,050			835	4.63	%		17,901			759	4.24	%
Nontaxable investment securities		20,740			1,192	5.75	%		19,622			1,142	5.82	%		20,398			1,230	6.03	%
Federal funds sold		8,815			443	5.02	%		4,944			249	5.04	%		4,541			142	3.13	%
Loans (3), (4)		120,432			9,125	7.61	%		125,295			9,438	7.53	%		129,670			8,725	6.73	%
Total interest-earning assets		197,933			13,295	6.72	%		179,695			12,246	6.81	%		177,439			11,023	6.21	%
Noninterest-earning assets:
Cash and due from banks		3,427							3,929							4,048
Premises and equipment		4,299							3,944							4,118
Other assets		7,827							7,620							7,315
Allowance for loan losses		(1,677	)						(1,520	)						(1,574	)
Total assets	$	211,809						$	193,668						$	191,346
Liabilities and stockholders’ equity:
Interest-bearing liabilities:
Interest checking	$	10,478			41	0.39	%	$	11,425			45	0.39	%	$	12,670			40	0.32	%
Savings deposits		23,944			403	1.68	%		27,656			403	1.46	%		32,543			434	1.33	%
Time deposits		79,757			3,789	4.75	%		72,968			2,927	4.01	%		70,457			2,399	3.40	%
Large denomination deposits		37,084			1,659	4.46	%		24,997			941	3.76	%		20,282			627	3.09	%
Securities sold under agreements to repurchase		—			—	0.00	%		18			1	5.55	%		1,124			26	2.30	%
Total interest-bearing liabilities		151,263			5,892	3.90	%		137,064			4,317	3.15	%		137,076			3,526	2.57	%
Noninterest-bearing liabilities:
Demand deposits		28,710							26,987							26,174
Other liabilities		2,522							1,478							1,434
Total liabilities		182,495							165,529							164,684
Stockholders’ equity		29,314							28,139							26,662
Total liabilities and stockholders’ equity	$	211,809						$	193,668						$	191,346
Net interest earnings				$	7,403						$	7,929						$	7,497
Net interest spread (1)						2.82	%						3.66	%						3.64	%
Net interest margin (2)						3.74	%						4.41	%						4.22	%
Taxable equivalent adjustment				$	337						$	333						$	339

(1) Net interest spread is the difference between the average interest rate received on earning assets and the average interest rate paid for interest-bearing liabilities.

(2) Net interest margin is calculated by dividing taxable equivalent net interest earnings by total average earning assets.

(3) Average loan balances include nonaccrual loans.

(4) Interest income includes deferred loan fees.

40

Management’s Discussion and Analysis

Net Interest Income

Net interest income, the primary source of the Company’s earnings, is the amount by which interest and fee income generated by earning assets exceeds the interest paid on interest-bearing liabilities. Earning assets are comprised of loans, securities, federal funds sold and interest-bearing deposits in other banks. Interest-bearing liabilities consist of deposits, federal funds purchased and securities sold under agreements to repurchase. The volume and the general level of interest rates among earning assets and interest-bearing liabilities effect net interest income. Table 1 shows the average balance sheets for each of the years ended December 31, 2007, 2006 and 2005. In addition, the amounts of interest earned on earning assets, with related yields, and the interest paid on interest-bearing liabilities, together with rates, are shown. Loans placed on a nonaccrual status are included in the balances and were included in the computation of yields, upon which they had an immaterial effect. Interest on earning assets is on a taxable equivalent basis, which is computed using the federal corporate income tax rate of 34% for all three years.

Net interest income, on a taxable equivalent basis, was $7.4 million, a decrease of 6.6%, or $526 thousand from the $7.9 million in 2006. The net interest margin was 3.74% for 2007, down 67 basis points from the 4.41% reported in 2006.

As illustrated in Table 2, the effect of increased rates affecting the Company’s loan portfolio is evident in the $366 thousand decrease in loan interest income due to volume. The net increase in interest earning deposits volume added an additional $653 thousand in income.

During 2007, average interest earning deposits held at correspondent banks increased by $13.2 million to $25.0 million due mainly to the Company’s continued decrease in loan volume. Total average interest bearing liabilities increased $14.2 million to $151.3 million for the year 2007.

Table 2. Rate/Volume Variance Analysis

	2007 Compared to 2006									2006 Compared to 2005
				Increase (Decrease) Due To									Increase (Decrease) Due To
December 31, (In thousands)	Total			Rate			Volume			Total			Rate			Volume
Interest-earning assets:
Deposits in other banks	$	690		$	37		$	653		$	415		$	183		$	232
Taxable investment securities		388			162			226			76			70			6
Nontaxable investment securities		50			(15	)		65			(88	)		(41	)		(47	)
Federal funds sold		194			(1	)		195			107			94			13
Loans		(273	)		93			(366	)		713			1,008			(295	)
Total		1,049			276			773			1,223			1,314			(91	)
Interest-bearing liabilities:
Interest checking		(4	)		(0	)		(4	)		5			9			(4	)
Savings deposits		0			54			(54	)		(31	)		34			(65	)
Time deposits		862			590			272			528			443			85
Large denomination deposits		718			263			455			314			168			146
Securities sold under agreements to repurchase		(1	)		0			(1	)		(25	)		1			(26	)
Total		1,575			907			668			791			655			136
Net interest income	$	(526	)	$	(631	)	$	105		$	432		$	659		$	(227	)

41

Management’s Discussion and Analysis

Provision for Loan Losses

The allowance for loan losses represents the amount available for credit losses inherent in the Company’s loan portfolio. Loan losses and recoveries are charged or credited directly to the allowance. Management determines the provision for loan losses required to maintain an allowance adequate to provide for any potential losses. The factors considered in making this decision are the collectibility of past due loans, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of underlying collateral and general economic trends. In 2007, the provision for loan losses was $(19) thousand, a decrease of $227 thousand from the $208 thousand recorded in 2006. Based upon management’s periodic reviews of the loan portfolio using the previously mentioned factors, the current year decrease in the provision for loan losses was felt appropriate. Management believes the provision recorded in 2007 maintains the allowance at a level adequate to cover potential losses. The allowance for loan losses as a percentage of total loans was 1.34% at year-end. This level is comparable to the 1.16% ratio averaged at year-end 2007 by the Company’s peer group, commercial banks with assets ranging between $100 million and $300 million. Loan recoveries, net of charge offs, were $48 thousand for 2007, compared to loan recoveries, net of charge offs of $5 thousand for 2006. Management does not anticipate any material changes in the delinquency rates or charge-offs and recoveries in connection with its normal lending activities.

Additional information regarding the Company’s allowance for loan losses is contained in Tables 13 and 14, and in the discussion concerning Analysis of the Allowance for Loan Losses.

Noninterest Income

Noninterest income consists of revenues generated from a number of different financial services and activities. Service charges on deposit accounts including charges for insufficient funds items and fees charged for nondeposit services make up the majority of noninterest income. Noninterest income also includes fees charged for services such as safe deposit box rentals, letters of credit, and gains realized on the sale of securities. Noninterest income totaled $975 thousand in 2007, an increase of $51 thousand over the $924 thousand recorded in 2006. The largest increase in noninterest income resulted from an increase in bank owned life insurance (BOLI). The primary sources of noninterest income for the past three years are summarized in Table 3.

Table 3. Noninterest Income

Year ended December 31, (In thousands)	2007		2006		2005
Deposit fees and charges	$	224	$	281	$	262
Other service charges and fees		103		100		100
Gain on the sale of securities		56		3		9
Bank owned life insurance		377		158		148
Other income		215		382		240
Total noninterest income	$	975	$	924	$	759

Noninterest Expense

Noninterest expense was $5.3 million for 2007, a decrease of $300 thousand from the $5.0 million recorded in 2006. Salaries and employee benefits accounted for the majority of the increase.

Table 4 provides a further breakdown of noninterest expense for the past three years.

42

Management’s Discussion and Analysis

Table 4. Noninterest Expense

Year ended December 31, (In thousands)	2007		2006		2005
Salaries and employee benefits	$	3,191	$	2,984	$	2,991
Occupancy and equipment		697		681		710
Legal and professional		410		400		446
Bank franchise tax		131		132		139
Other operating expense		699		654		784
Data processing services		158		187		—
Total noninterest expense	$	5,286	$	5,038	$	5,070

Income Taxes

Income tax expense is based on amounts reported in the statements of income, after adjustments for non-taxable income and non-deductible expenses, and consists of taxes currently due plus deferred taxes on temporary differences in the recognition of income and expense for tax and financial statement purposes. The deferred tax assets and liabilities represent the future Federal income tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.

Income tax expense, substantially all Federal, was $517 thousand in 2007, $763 thousand in 2006 and $596 thousand in 2005 representing 18.64%, 23.3% and 21.3% of income before income taxes, respectively. Cardinal Bankshares’ deferred income tax benefits and liabilities result primarily from temporary differences in provisions for credit losses, valuation reserves, depreciation, deferred compensation, deferred income, pension expense and investment security discount accretion.

Net deferred income tax benefits of approximately $1,029 thousand and $973 thousand at December 31, 2007 and 2006, respectively, are included in other assets.

Earning Assets

In 2007, average earning assets increased to $197.9 million, $18.2 million higher than the 2006 average of $179.7 million. Total average earning assets represented 93.5% of total average assets in 2007. Average investment securities accounted for 20.6% of total average assets, while average loans remained the largest component of earning assets, accounting for 56.9% of total average assets in 2007, down from the 64.7% level reported in 2006. A summary of average assets for the past three years is shown below in Table 5.

43

Management’s Discussion and Analysis

Table 5. Average Asset Mix

December 31, (In thousands)	2007			2006			2005
	Average Balance		%	Average Balance		%	Average Balance		%
Interest-earning assets:
Loans	$	120,432	56.9	$	125,295	64.7	$	129,670	67.8
Investment securities		43,681	20.6		37,672	19.4		38,299	20.0
Federal funds sold		8,815	4.2		4,944	2.6		4,541	2.4
Deposits in other banks		25,005	11.8		11,784	6.1		4,929	2.6
Total interest-earning assets		197,933	93.5		179,695	92.8		177,439	92.8
Noninterest-earning assets:
Cash and due from banks		3,427	1.6		3,929	2.0		4,048	2.1
Premises and equipment		4,299	2.0		3,944	2.0		4,118	2.1
Other assets		6,150	2.9		6,100	3.2		5,741	3.0
Total noninterest-earning assets		13,876	6.5		13,973	7.2		13,907	7.2
Total assets	$	211,809	100.0	$	193,668	100.0	$	191,346	100.0

Loans

Average total loans were $120.4 million for 2007, a decrease of $4.9 million, or 3.9% from 2006. At December 31, 2007, the actual balance of loans secured by real estate represented the most significant portion of the loan portfolio at 89.0%. Total loans secured by 1-4 family residential properties represented 19.0% of total loans at the end of 2007, while nonfarm/nonresidential properties made up 50.5% of total loans. These loan portfolio proportions remained relatively unchanged from year-end 2006 levels.

Loan growth will continue to be a point of focus at Cardinal for 2007. The long-range strategic objective for meeting the Company’s loan growth aspirations will be achieved through continued hiring of additional loan officers, community involvement, expansion of the Company’s market footprint, broadening of the present array of loan products offered to include conforming fixed-rate mortgage loans, home equity lines of credit and SBA loans, and management’s strengthened efforts in offering small business financing and competively-priced products. Prudent business practices and stringent internal guidelines will continue to be followed in making lending decisions in order to balance the emphasis on loan growth with the desire to minimize exposure to loan losses.

Bank of Floyd makes both consumer and commercial loans to all neighborhoods within its market area, including the low-income and moderate-income areas. The Company’s market area is generally defined as the areas within the Virginia Counties of Floyd, Roanoke, Montgomery, Carroll and Pulaski and the Cities of Roanoke, Salem and Christiansburg, Virginia. The Bank places emphasis on consumer based installment loans and commercial loans to small and medium sized businesses. Below market pricing and competition from unregulated organizations have also been a factor when generating new loans. The amounts of loans outstanding by type at year-end 2007 and 2006, and the maturity distribution of variable and fixed rate loans as of year-end 2007 are presented below in Table 6 and Table 7, respectively.

44

Management’s Discussion and Analysis

Table 6. Loan Portfolio Summary

December 31, (In thousands)	2007					2006					2005					2004					2003
	Amount			%		Amount			%		Amount			%		Amount			%		Amount			%
Real estate construction and development	$	19,168		15.4		$	11,362		9.2		$	11,770		9.1		$	10,111		8.1		$	7,212		6.0
Farmland		3,362		2.7			3,077		2.5			3,118		2.4			4,081		3.3			3,303		2.7
Real estate mortgage:
1-4 family residential		23,584		19.0			23,441		19.1			27,943		21.5			30,817		24.7			30,293		25.1
Multifamily residential		1,761		1.4			1,858		1.5			1,867		1.4			1,987		1.6			4,880		4.0
Nonfarm, nonresidential		62,781		50.5			71,650		58.3			73,385		56.4			65,198		52.3			65,732		54.5
Total real estate		110,656		89.0			111,388		90.6			118,083		90.8			112,194		90.0			111,420		92.3
Agricultural		384		0.3			675		0.5			795		0.6			677		0.5			813		0.7
Commercial and industrial		6,632		5.3			5,664		4.6			8,864		6.8			9,728		7.8			6,163		5.1
Consumer		3,836		3.1			2,135		1.7			2,552		2.0			2,397		1.9			2,568		2.1
Other loans		3,258		2.6			3,408		2.8			32		0.0			40		0.1			63		0.1
Leases		—		0.0			—		0.0			—		0.0			—		0.0			30		0.0
Gross loans		124,766					123,270					130,326					125,036					121,057
Unearned income		(314	)	(0.3	)		(296	)	(0.2	)		(345	)	(0.2	)		(363	)	(0.3	)		(327	)	(0.3	)
Total	$	124,452		100.0		$	122,974		100.0		$	129,981		100.0		$	124,673		100.0		$	120,730		100.0

Table 7. Loan Maturity Schedule

	2007
December 31, (In thousands)	Commercial Financial and Agricultural		Construction and Development		Others		Total Amount		%
Fixed rate loans:
Within three months	$	169	$	473	$	821	$	1,463	1.2
After three but within twelve months		1,266		4,727		1,398		7,391	5.9
After one but within five years		1,549		10		12,279		13,838	11.1
Over five years		1,382		133		28,184		29,699	23.8
Total fixed rate loans		4,366		5,343		42,682		52,391	42.0
Variable rate loans:
Within three months		2,226		11,536		11,053		24,815	19.9
After three but within twelve months		74		—		4,446		4,520	3.6
After one but within five years		3,725		538		31,587		35,850	28.7
Over five years		—		1,751		5,439		7,190	5.8
Total variable rate loans		6,025		13,825		52,525		72,375	58.0
Total loans:
Within three months		2,395		12,009		11,874		26,278	21.1
After three but within twelve months		1,340		4,727		5,844		11,911	9.5
After one but within five years		5,274		548		43,866		49,688	39.8
Over five years		1,382		1,884		33,623		36,889	29.6
Total loans	$	10,391	$	19,168	$	95,207	$	124,766	100.0

45

Management’s Discussion and Analysis

Investment Securities

The investment securities portfolio is managed to optimize the yield on excess funds while providing liquidity for unexpected deposit decreases or increased loan generation and diversification in the overall asset management of the Company. At December 31, 2007, the Company had $26.3 million in securities available for sale, compared to $23.6 million at year-end 2006. The average yield on taxable investment securities increased from 4.63% in 2006 to 5.33% in 2007 as a result of higher yielding securities, rising market rates of interest and increased volume.

Management of the investment portfolio has always been conservative with virtually all investments taking the form of purchases of U.S. Treasury, Government Sponsored Enterprises, Mortgage Backed Securities and issuances of State and local bond issues. All securities are high quality and high grade. Management views the investment portfolio as a source of income, and generally purchases securities with the intent of retaining them until maturity. However, adjustments in the portfolio are necessary from time to time to provide a source of liquidity to meet funding requirements for loan demand, deposit fluctuations and to manage interest rate risk. Accordingly, to meet such objectives, management may sell certain securities prior to their scheduled maturity. Table 8 presents the investment portfolio at the end of 2007 by major types of investments and maturity ranges. Actual maturities may differ from scheduled maturities in mortgage backed securities because the mortgages underlying the securities may be called or repaid prior to the scheduled maturity date. Maturities on all other securities are based on the earlier of the contractual maturity or the call date, if any.

At December 31, 2007, the market value of the investment portfolio was $45.4 million, representing a $17 thousand unrealized loss below amortized cost. This compared to a market value of $41.1 million and a $149 thousand unrealized appreciation above amortized cost a year earlier.

At December 31, 2006,, the market value of the investment portfolio was $41.1 million, representing a $149 thousand unrealized appreciation above amortized cost. This compared to a market value of $37.1 million and a $187 thousand unrealized appreciation above amortized cost a year earlier.

Table 8. Investment Securities

December 31, 2007 (In thousands)	Amortized Cost Due
	Due Within One Year			After One Through Five Years			After Five Through Ten Years			After Ten Years			Total			Market Value
Investment securities
Government sponsored enterprises and mortgage backed securities	$	1,198		$	2,540		$	1,660		$	16,734		$	22,132		$	21,919
State and political subdivisions		920			6,567			7,627			6,748			21,862			22,013
Other securities		—			—			—			1,455			1,455			1,500
Total	$	2,118		$	9,107		$	9,287		$	24,937		$	45,449		$	45,432
Weighted average yields
Government sponsored enterprises and mortgage backed securities		4.01	%		5.40	%		4.73	%		5.40	%
State and political subdivisions		4.60	%		4.37	%		4.14	%		4.41	%
Other securities		—	%		—	%		—	%		6.79	%
Total securities		4.27	%		4.66			4.24	%		5.22	%		4.86	%

December 31, 2007 (In thousands)	Book Value		Market Value
Investment securities
Government sponsored enterprises and mortgage backed securities	$	19,931	$	19,810
States and political subdivisions		19,562		19,779
Other securities		1,455		1,508
Total	$	40,948	$	41,097

46

Management’s Discussion and Analysis

December 31, 2005 (In thousands)	Book Value		Market Value
Investment securities
Government sponsored enterprises and mortgage backed securities	$	15,830	$	15,669
States and political subdivisions		19,633		19,936
Other securities		1,401		1,446
Total	$	36,864	$	37,051

Deposits

Cardinal Bankshares relies on deposits generated in its market area to provide the majority of funds needed to support lending activities and for investments in liquid assets. More specifically, core deposits (total deposits less certificates of deposits in denominations of $100,000 or more) are the primary funding source. The Company’s balance sheet growth is largely determined by the availability of deposits in the markets it serves, the cost of attracting the deposits, and the prospects of profitably utilizing the available deposits by increasing the loan or investment portfolios. The sustained low interest rate environment and other market conditions have resulted in depositors shopping for deposit rates more than in the past. Increased customer awareness of interest rates has added to the importance of effective interest rate management. Accordingly, management must continuously monitor market pricing, competitors’ rates, and internal interest rate spreads to continue the Company’s growth and improve profitability. Cardinal Bankshares’ interest rate management goals include structuring rates in a manner that can promote both deposit and asset growth while increasing overall profitability of the Company.

Average total deposits for the year ended December 31, 2007 increased $15.9 million to $180.0 million compared to 2006. As shown in Table 9, the Company’s average interest-bearing deposits as a percent of total average deposits increased to 84.0% in 2007, compared to 83.6% in 2006. Average noninterest-bearing demand deposits increased to $28.7 million in 2007 from $27.0 million in 2006. Average deposits for the past three years are summarized in Table 9 below.

Table 9. Deposit Mix

December 31, (In thousands)	2007			2006			2005
	Average Balance		%	Average Balance		%	Average Balance		%
Interest-bearing deposits:
Interest checking	$	10,478	5.8	$	11,425	7.0	$	12,670	7.8
Money Market		4,794	2.7		4,072	2.5		3,794	2.3
Savings deposits		19,150	10.6		23,584	14.4		28,749	17.7
Time deposits		79,757	44.3		72,968	44.5		70,457	43.5
Large denomination deposits		37,084	20.6		24,997	15.2		20,282	12.5
Total interest-bearing deposits		151,263	84.0		137,046	83.6		135,952	83.8
Noninterest-bearing deposits		28,710	16.0		26,987	16.4		26,174	16.2
Total deposits	$	179,973	100.0	$	164,033	100.0	$	162,126	100.0

The average balance of certificates of deposit issued in denominations of $100,000 or more increased by approximately $12.1 million in 2007. Table 10 provides maturity information relating to Certificates of Deposit of $100,000 or more at December 31, 2007.

47

Management’s Discussion and Analysis

Table 10. Large Denomination Deposits $100,000 and Over

Analysis of time deposits of $100,000 or more at December 31, 2007 (In thousands):

Time remaining to maturity:
Less than three months	$	3,774
Three months through one year		26,685
Over one year		11,551
Total time deposits of $100,000 or more	$	42,010

Capital Adequacy

The Company’s capital serves to support asset growth and provide protection against loss to depositors and creditors. Cardinal Bankshares strives to maintain an optimum level of capital, commensurate with its risk profile, on which an attractive return to stockholders can be realized over both the near and long term, while serving depositors’, creditors’ and regulatory needs.

Common stock, capital surplus and retained earnings net of dividends represent the stockholders’ investment in the Company and are a key source of capital. Total stockholders’ equity was $29.9 million at December 31, 2007, an increase of $1.5 million or 5.4% compared with $28.4 million for the same period in 2006.

The FDIC has adopted capital guidelines to supplement the existing definitions of capital for regulatory purposes and to establish minimum capital standards. Specifically, the guidelines categorize assets and off-balance sheet items into four risk-weighted categories. The minimum ratio of qualifying total capital to risk-weighted assets is 8.0% of which at least 4.0% must be Tier 1 capital, composed of common equity, retained earnings and a limited amount of perpetual preferred stock, less certain goodwill items. Cardinal Bankshares had a ratio of total capital to risk-weighted assets of 22.26% at December 31, 2007 and a ratio of Tier 1 capital to risk-weighted assets of 21.09%. Both of these ratios well exceed the capital requirements adopted by the federal regulatory agencies and continue to be equal to or above most of our peer group.

In addition, a minimum leverage ratio of Tier I capital to average total assets for the previous quarter is required by federal bank regulators, ranging from 3% to 5%, subject to the regulator’s evaluation of the Company’s overall safety and soundness. As of December 31, 2007, Cardinal Bankshares had a ratio of year-end Tier I capital to average total assets, as defined, of 14.41%.

Table 11 below sets forth summary information with respect to the capital ratios for Cardinal and the Bank at December 31, 2007 and 2006. All capital ratio levels indicate that Cardinal Bankshares and Bank of Floyd are well capitalized.

48

Management’s Discussion and Analysis

Table 11. Year-end Risk-based Capital

December 31, (In thousands)	2007						2006
	Consolidated			Bank of Floyd			Consolidated			Bank of Floyd
Tier I capital	$	30,070		$	17,772		$	28,735		$	17,471
Qualifying allowance for loan losses (limited to 1.25% of risk-weighted assets)		1,669			1,564			1,640			1,535
Total regulatory capital	$	31,739		$	19,336		$	30,375		$	19,006
Total risk-weighted assets	$	142,561		$	132,120		$	139,895		$	132,306
Tier I as a percent of risk-weighted assets		21.09	%		13.45	%		20.54	%		13.20	%
Total regulatory capital as a percent of risk-weighted assets		22.26	%		14.64	%		21.71	%		14.37	%
Leverage ratio*		14.41	%		8.89	%		14.23	%		9.03	%

* Tier I capital divided by average total assets for the quarter ended December 31.

Nonperforming and Problem Assets

Certain credit risks are inherent in making loans, particularly commercial and consumer loans. Management prudently assesses these risks and strives to manage them effectively. The Bank seeks to use shorter-term loans and, although a portion of the loans may be made based upon the value of collateral, it relies primarily on the cash flow of the borrower as the source of repayment rather than the value of the collateral.

The Bank also manages its repayment risks by adhering to internal credit policies and procedures. These policies and procedures include officer and customer limits, periodic loan documentation review and follow-up on exceptions to credit policies.

Nonperforming assets, as shown in Table 12 below, increased to $1,103 thousand at December 31, 2007 from $869 thousand at December 31, 2006. The nonaccrual loan at the end of 2007 is a non-farm, non-residential property loan that has been in the portfolio since 2003. The loan has had periods of delinquencies and non-satisfactory performance, however, weekly payments have been made on the loan since August 2006. At year-end 2007, loans past due 90 days or more and still accruing had increased to $245 thousand from zero a year earlier. Foreclosed assets remained constant at $212 thousand for 2007. Foreclosed assets at the end of 2007 consisted of commercial property listed with an agent to be sold. Management does not intend to retain the property.

Table 12. Nonperforming Assets

December 31 (In thousands)	2007		2006		2005		2004		2003
Nonaccrual loans	$	646	$	657	$	—	$	290	$	2,774
Loans past due 90 days or more and still accruing		245		—		49		125		15
Foreclosed properties		212		212		418		2		385
Total nonperforming assets	$	1,103	$	869	$	467	$	417	$	3,174

49

Management’s Discussion and Analysis

Analysis of the Allowance for Loan Losses

The allowance for loan losses represents the amount available for credit losses inherent in the Company’s loan portfolio. The Company performs periodic systematic reviews of its portfolio to identify these inherent losses, and to assess the overall probability of collection of the portfolio. These reviews result in the identification and quantification of loss factors, which are used in determining the amount of the allowance for loan losses. In addition, the Company also evaluates the prevailing economic and business conditions affecting individual borrowers, changes in the size and characteristics of the loan portfolio and other pertinent factors. The allowance is also subject to annual review by external auditors and regulatory examinations and determinations as to adequacy, which may take into account such factors as the methodology used to calculate the allowance, and the size of the allowance in comparison to peer companies identified by regulatory agencies. The most recent regulatory reviews were completed in July 2006 and October 2007.

The Company is committed to the early recognition of problem loans and to a conservative allowance. The Company believes the current allowance is adequate to cover inherent losses in the loan portfolio. However, the allowance may be increased or decreased in the future based upon management’s assessment of the factors outlined above. The allowance for loan losses was $1.7 million at December 31, 2007 and $1.6 million at December 31, 2006. The allowance as a percentage of period end loans was 1.34% at year-end 2007 and 1.33% at year-end 2006.

The provision for loan losses for the year ended December 31, 2007 was $(19) thousand, a decrease of $227 thousand from the previous year. The loan loss reserve for 2007 was decreased due to improved credit quality of underlying assets as well as past dues for 2006 being brought current. Based upon management’s periodic reviews of the loan portfolio using the previously mentioned factors, the current year decrease in the provision was considered appropriate. Management believes the provision recorded in 2007 maintains the allowance at a level adequate to cover potential losses.

The provision for loan losses, net charge-offs and the activity in the allowance for loan losses is detailed in Table 13.

Table 13. Loan Losses

Year ended December 31, (In thousands)	2007			2006			2005		2004		2003
Balance at beginning of year	$	1,640		$	1,427		$	1,631	$	1,697	$	1,769
Provision charged to expense		(19	)		208			48		55		30
		1,621			1,635			1,679		1,752		1,799
Loans charged off:
Commercial, financial and agricultural		—			—			261		330		68
Real estate – residential mortgage		—			3			13		—		—
Real estate – construction		—			—			—		—		—
Consumer		5			24			71		48		64
Total charge-offs		5			27			345		378		132
Recoveries of loans previously charged off:
Commercial, financial and agricultural		43			21			60		252		26
Real estate – residential mortgage		—			—			31		—		—
Real estate – construction		—			—			—		—		—
Consumer		10			11			2		5		4
Total recoveries		53			32			93		257		30
Net (recoveries) charge – offs		(48	)		(5	)		252		121		102
Balance at end of year	$	1,669		$	1,640		$	1,427	$	1,631	$	1,697

50

Management’s Discussion and Analysis

The Company has allocated the allowance for loan losses based on estimates of the allowance needed for each component of the loan portfolio. The allocation of the allowance as shown in Table 14 below should not be interpreted as an indication that loan losses in future years will occur in the same proportions or that the allocation indicates future loan loss trends. Furthermore, the portion allocated to each loan category is not the total amount available for future losses that might occur within such categories since the total allowance is a general allowance applicable to the entire portfolio.

Table 14. Allocation of the Allowance for Loan Losses

December 31, (In thousands)	2007			2006			2005			2004			2003
	Amount		%	Amount		%	Amount		%	Amount		%	Amount		%
Balance at end of period applicable to:
Commercial, financial and agricultural	$	623	58.5	$	702	65.8	$	505	66.0	$	620	63.7	$	1,013	62.8
Real estate, construction		147	15.4		80	9.2		63	9.1		78	8.1		69	6.0
Real estate, residential mortgage		822	20.4		794	20.5		845	22.9		689	26.3		569	29.1
Consumer and other loans		77	5.7		64	4.5		14	2.0		244	1.9		46	2.1
Total	$	1,669	100.0	$	1,640	100.0	$	1,427	100.0	$	1,631	100.0	$	1,697	100.0

⁽¹⁾ Represents the percentage of loans in each category to the total loans outstanding.

Liquidity and Interest Rate Sensitivity

The principal goals of the Company’s asset and liability management strategy are the maintenance of adequate liquidity and the management of interest rate risk. Liquidity is the ability to convert assets to cash to fund depositors’ withdrawals or borrowers’ loans without significant loss. Interest rate risk management seeks to balance the effects of interest rate changes on assets that earn interest or liabilities on which interest is paid, to protect the Company from wide fluctuations in its net interest income.

Management must insure that adequate funds are available at all times to meet the needs of its customers. On the asset side of the balance sheet, maturing investments, loan payments, maturing loans, federal funds sold, and unpledged investment securities are principal sources of liquidity. On the liability side of the balance sheet, liquidity sources include core deposits, the ability to increase large denomination certificates, federal funds lines from correspondent banks, borrowings from the Federal Reserve Bank and the Federal Home Loan Bank, as well as the ability to generate funds through the issuance of long-term debt and equity.

The liquidity ratio, the level of liquid assets divided by total deposits plus short-term liabilities, is considered to be adequate by management.

51

Management’s Discussion and Analysis

Table 15. Interest Rate Sensitivity

	December 31, 2007 Maturities/Repricing
(In thousands)	1-3 Months			4-12 Months			13-60 Months			Over 60 Months			Total
Earning Assets:
Loans	$	26,278		$	11,911		$	49,688		$	36,889		$	124,766
Investments		562			1,556			9,107			34,224			45,449
Interest-bearing deposits in banks		15,511			—			—			—			15,511
Federal funds sold		8,800			—			—			—			8,800
Total	$	51,151		$	13,467		$	58,795		$	71,113		$	194,526
Interest-bearing deposits:
Interest checking	$	10,630		$	—		$	—		$	—		$	10,630
Money market		4,320			—			—			—			4,320
Savings		17,282			—			—			—			17,282
Certificates of deposit		13,642			64,589			37,624			—			115,855
Total	$	45,874		$	64,589		$	37,624		$	—		$	148,087
Interest sensitivity gap	$	5,277		$	(51,122	)	$	21,171		$	71,113		$	46,439
Cumulative interest sensitivity gap	$	5,277		$	(45,845	)	$	(24,674	)	$	46,439		$	46,439
Ratio of sensitivity gap to total earning assets		2.71	%		(23.57	)%		(12.68	)%		23.87	%		23.87	%

Interest rate risk is the effect that changes in interest rates would have on interest income and interest expense as interest-sensitive assets and interest-sensitive liabilities either reprice or mature. Management attempts to maintain the portfolios of earning assets and interest-bearing liabilities with maturities or repricing opportunities at levels that will afford protection from erosion of net interest margin, to the extent practical, from changes in interest rates. Table 15 above shows the sensitivity of the Company’s balance sheet on December 31, 2007. This table reflects the sensitivity of the balance sheet as of that specific date and is not necessarily indicative of the position on other dates. At December 31, 2007, the Company appeared to be liability-sensitive with interest-bearing liabilities exceeding earning assets, subject to changes in interest rates, for the 4-12 months column. The Company in an asset-sensitive position for 1-3, 13-60 and Over 60 months columns.

Matching sensitive positions alone does not ensure that Cardinal has no interest rate risk. The repricing characteristics of assets are different from the repricing characteristics of funding sources. Thus, net interest income can be impacted by changes in interest rates even if the repricing opportunities of assets and liabilities are perfectly matched.

Earnings and Balance Sheet Analysis

2006 Compared to 2005 – Net interest income, on a taxable equivalent basis, was $7.9 million, higher by $400 thousand from $7.5 million in 2005. This increase was driven primarily by the increase in average rates earned on the Company’s loan portfolio. Noninterest income increased by 21.7% to $924 thousand for 2006 compared to $759 thousand for 2005 primarily due to income received upon the surrender of several split-dollar life insurance policies. Noninterest expense decreased by .6% to $5.0 million compared to $5.1 million in 2005.

Earning assets averaged $179.7 million, compared to $177.4 million in 2005, the increase driven primarily by an overall increase in deposits in other banks of 139.1%. Average securities declined $627 thousand in 2006. The federal funds sold average balance decreased $403 thousand in 2006.

52

Management’s Discussion and Analysis

Interest-bearing liabilities averaged $137.1 million, remaining unchanged from 2005. Savings deposits reflected an average decrease of $4.9 million from 2005, while average time deposits and average large denomination deposits increased $2.5 million and $4.7 million, respectively.

Stockholders’ equity grew 5.2% to an average of $28.1 million in 2006 from $26.7 million in 2005. The return on average assets and average equity decreased to 1.30% and 8.92%, respectively for 2006 compared to 1.15% and 8.26%, respectively, for 2005. Book value per share was $18.49 at December 31, 2006, compared to $17.62 at year-end 2005, representing an increase of 4.9%.

The allowance for loan losses at December 31, 2006 was $1.6 million compared to $1.4 million a year earlier. The allowance for loan losses as a percentage of period end loans was 1.33% compared to 1.10% at year-end 2005. The Company had charge-offs, net of recoveries, in the amount of $(5) thousand for 2006. This compared to charge-offs, net of recoveries, in the amount of $252 thousand for 2005. Nonperforming loans totaled $657 at December 31, 2006, a decrease of $608 thousand from 2005.

A Warning About Forward-Looking Statements

This annual report contains forward-looking statements. The Company may also make written forward-looking statements in periodic reports to the Securities and Exchange Commission, proxy statements, offering circulars and prospectuses, press releases and other written materials and oral statements made by Cardinal Bankshares’ officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. These statements are based on beliefs and assumptions of the Company’s management, and on information currently available to such management. Forward-looking statements include statements preceded by, followed by or that include the words “believes,” “expects,” “estimates,” “anticipates,” “plans,” or similar expressions. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements involve inherent risks and uncertainties. Management cautions the readers that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following: competitive pressures among depository and other financial institutions may increase significantly; changes in the interest rate environment may reduce margins; general economic or business conditions may lead to a deterioration in credit quality or a reduced demand for credit; legislative or regulatory changes, including changes in accounting standards, may adversely affect the business in which Cardinal Bankshares is engaged; changes may occur in the securities markets; and competitors of the Company may have greater financial resources and develop products that enable such competitors to compete more successfully than Cardinal Bankshares.

Other factors that may cause actual results to differ from the forward-looking statements include the following: the timely development of competitive new products and services by the Company and the acceptance of such products and services by customers; changes in consumer spending and savings habits; the effects of competitors’ pricing policies; the Company’s success in managing the costs associated with the expansion of existing distribution channels and developing new ones, and in realizing increased revenues from such distribution channels, including cross-selling initiatives; and mergers and acquisitions and their integration into the Company and management’s ability to manage these other risks.

Management of Cardinal Bankshares believes these forward-looking statements are reasonable; however undue reliance should not be placed on such forward-looking statements, which are based on current expectations.

Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. The future results and stockholder values of Cardinal Bankshares may differ materially from those expressed in forward-looking statements contained in this report. Many of the factors that will determine these results and values are beyond the Company’s ability to control or predict.

53

EX-13

EXHIBIT 13.1

2007 ANNUAL REPORT

Cardinal Bankshares Corporation

Post Office Box 215 • Floyd, Virginia 24091

To Our Shareholders and Banking Families

As we present our 2007 Annual Report for Cardinal Bankshares Corporation we find many accomplishments in a very turbulent year.

In a year of economic cooling off, we were able to increase net loans. At the end of 2007 loans were $122,783,000, an increase of $1,550,000.

Our investment portfolio increased by $4,415,000. The increase helped lock in investment income and use of excess liquidity.

Total assets ended the year at $209,361,000, an increase of $1,512,000.

Like many banks, we showed a slight decline in earnings in 2007. We ended the year at $2,257,000, down by approximately $254,000 from 2006. The biggest contributor to the decline was interest paid to depositors. Interest expense increased by $1,575,000 in 2007. Other major expenditures were personnel cost and occupancy expense due to branch expansion. Even with this decline, Cardinal posted the second best earnings in the history of the company.

Cardinal also increased cash dividends by 2¢ per share in 2007, paying 60¢ per share for the year. Cardinal paid a record $921,439 cash dividend in 2007. The increase amounted to 3.44% over the 58¢ paid in 2006.

The capital position of the Bank is strong. Our equity to average assets ended at 13.84%. This places Cardinal equal to or higher than peer. Cardinal exceeds the ratios for a well capitalized financial institution.

Cardinal is fortunate to not have sub-prime loans on the books. Our asset quality is good and our loan loss reserves are maintained at a level deemed adequate by the regulators.

Unfortunately, 2007 was a year that caught the banking industry in the backwash of the sub-prime loans, the slow down of economic conditions, narrow interest margins, and ever increasing regulatory costs. These took a toll on the bottom line. Stock prices tumbled and losses were some of the greatest in many years. Only about 49% of banks and savings institutions showed an increase in earnings in 2007. Unfortunately, the predictions are for this trend to continue for most of 2008.

The coming year will be a challenge for the banking industry. Financial institutions will need to place strong emphasis on asset quality and operational controls. With Cardinal’s capital position, experienced staff, and Board of Directors, we are in position to do that.

Thanks go to our staff, Board of Directors, and loyal customers for the strong support in the past year. We ask for the same loyalty and support in 2008.

Sincerely,

Leon Moore

Chairman, President and CEO

Board of Directors of Cardinal Bankshares Corporation and Bank of Floyd

Dr. Joseph Howard Conduff, Jr.	Kevin D. Mitchell	Dr. A. Carole Pratt
General Dentist	Dairy Farmer	General Dentist
		Drs. Pratt and Mansell, D.D.S.
William R. Gardner, Jr.	Ronald Leon Moore
Semi-Retired	Chairman, President & CEO	G. Harris Warner, Jr.
Part-Time Educator	Cardinal Bankshares Corporation	Attorney-at-Law
Floyd County Public Schools	and Bank of Floyd	Warner & Renick PLC

Officers of Cardinal Bankshares Corporation

Ronald Leon Moore	Chairman of the Board, President, and Chief Executive Officer
Dr. Joseph Howard Conduff, Jr	Chair of Audit Committee
William R. Gardner, Jr	Vice Chairman of the Board
J. Alan Dickerson	Vice President and Chief Financial Officer
Wanda M. Gardner	Senior Vice President – Internal Auditor
Dianne H. Hamm	Senior Vice President – Compliance
Betty Whitlock	Senior Vice President – Information Systems
Annette V. Battle	Senior Vice President – Corporate Secretary

Officers of Bank of Floyd

Executive
Ronald Leon Moore	Chairman of the Board, President and Chief Executive Officer
Dr. Joseph Howard Conduff, Jr	Chair of Audit Committee
William R. Gardner, Jr	Vice Chairman of the Board
J. Alan Dickerson	Vice President and Cashier
Annette V. Battle	Senior Vice President – Corporate Secretary

Officers of Bank of Floyd, continued

Main Office
Wanda M. Gardner	Senior Vice President – Internal Auditor
Dianne H. Hamm	Senior Vice President – Compliance
Sunny K. Pratt	Senior Vice President – Credit Review
D. Thomas Semler	Senior Vice President – Credit Administration
Betty A. Whitlock	Senior Vice President – Manager of Information Systems
Bill R. Hubble	Vice President – Branch Administration
Sharon N. Zeman	Vice President – Branch Operations
Ola Lee Driskell	Vice President – Lending
Patricia B. Spangler	Vice President – Funds Management
Marie V. Thomas	Vice President
Shelby L. Rutherford	Assistant Vice President – Human Resources
Ronnie L. Stump	Assistant Cashier – Security Officer
Patricia K. Harris	Assistant Vice President – Branch
Carolyn W. Reed	Assistant Vice President – Branch
Gary D. Young	Assistant Cashier –Purchasing Officer & Building and Grounds
Yara S. Middleton	Administrative Assistant – Finance
Sandra K. Mabery	Supervisor – Card Operations
Jan R. Rorrer	Supervisor – Loan Operations
Gail N. Goad	Supervisor – Computer Operations
Betty Moran	Supervisor – Bookkeeping
Cave Spring Office
Lynne R. Burkholder	Assistant Vice President – Branch Manager
Jason M. Branin	Branch Operations
Rodney A. Moline	Vice President – Business Development Offcier
Christiansburg Office
Lance C. Yelton	Branch Manager
Brenda O. Linkous	Branch Operations
Fairlawn Office
Linda H. Gardiner	Vice President – Business Development Officer
Matthew S. Hall	Branch Operations
Hillsville Office
Eugene G. Shockley	Vice President – Branch Manager
Frances I. Sharpe	Supervisor of Branch Operations
Tanglewood Office
Lisa C. Ratliff	Supervisor of Branch Operations
West Salem Office
Wilbur C. Andrews	Branch Manager
Sandra M. Broughman	Branch Operations
Willis Office
Teresa S. Keith	Head Teller

Stockholder Information

The Annual Meeting

The Annual Meeting of Shareholders will be held Wednesday, April 23, 2008, at 2:00 p.m. in the Bank of Floyd’s conference room, 101 Jacksonville Circle, Floyd, Virginia.

Requests for Information

Requests for additional information should be directed to Mrs. Annette Battle, Corporate Secretary, Cardinal Bankshares Corporation, P.O. Box 215, Floyd, Virginia, 24091; telephone (540) 745-4191.

Independent Auditors	Corporate Counsel
Elliott Davis, LLC	Mr. Douglas Densmore
Certified Public Accountants	Gentry Locke Rakes & Moore
Post Office Box 760	10 Franklin Road SE
Galax, Virginia 24333	Roanoke, Virginia 24022

Federal Deposit Insurance Corporation

The Bank is a member of the FDIC. This statement has not been reviewed, or confirmed for accuracy or relevance by the Federal Deposit Insurance Corporation.

Member of Federal Reserve Bank of Richmond

Member of Federal Home Loan Bank of Atlanta

Banking Offices

Cave Spring Office	Floyd Office	West Salem Office
4094 Postal Drive	101 Jacksonville Circle	1634 West Main Street
Roanoke, Virginia 24018	Floyd, Virginia 24091	Salem, Virginia 24153
(540) 774-1111	(540) 745-4191	(540) 387-4533
ATM location	ATM location	ATM location
Christiansburg Office	Hillsville Office	Willis Office
2145 Roanoke Street SE	185 South Main Street	5598B Floyd Highway South
Christiansburg, Virginia 24073	Hillsville, Virginia 24343	Willis, Virginia 24380
(540) 381-8121	(276) 728-2341	(540) 745-4191
ATM location	ATM location
Fairlawn Office	Tanglewood Office
349 Peppers Ferry Blvd	4309 Starkey Road
Radford, Virginia 24141	Roanoke, Virginia 24018
(540) 633-1680	(540) 776-0800
ATM location	ATM location

	Stock Listing	Investor Relations & Financial Statements Cardinal Bankshares Corporation’s Annual Report on Form 10-K and quarterly reports on Form 10-Q, as filed with the Securities and Exchange Commission, may be obtained without charge by visiting the Corporation’s web site at http://www.bankoffloyd.com and by selecting the Cardinal Bankshares Corporation link. Copies of these documents can also be obtained without charge upon written request. Requests for this and other financial information about Cardinal should be directed to: J. Alan Dickerson, Chief Financial Officer, Cardinal Bankshares Corporation, P.O. Box 215, Floyd, VA 24091.
	Cardinal Bankshares
	Corporation common
	stock is traded on the
OTC Bulletin Board. Current market quotations for the common stock can be obtained at http://otcbb.com/dynamic/ using the symbol CDBK. Stock Transfer Agent Bank of Floyd serves as transfer agent for Cardinal. You may write the transfer agent as follows: Stock Transfer Agent, Bank of Floyd, P.O. Box 215, Floyd, VA 24091, telephone 540-745-4191 or toll-free at 1-888-562-4130.

Cardinal Bankshares Corporation

Post Office Box 215

Floyd, Virginia 24091

Phone: (540) 745-4191

Fax: (540) 745-4133

EX-14

EXHIBIT 14

Code of Ethics for Senior Officers

Senior Officers (SO’s) (SO’s are “covered officers”) of Cardinal Bankshares Corporation (“CBC”) and Bank of Floyd (BOF) hold an important and elevated role in corporate governance. The honesty, integrity and commitment to proper corporate governance and legal compliance of covered officers are fundamental to the reputation and success of CBC and Bank of Floyd. The Code embodies principles applicable to covered officers regarding their legal and ethical responsibilities to CBC, its subsidiaries, shareholders, customers and employees (CBC “constituents”). This Code is not all-inclusive. It provides certain primary guidelines which all CBC covered officers are expected to follow in addition to their other duties and responsibilities. Each covered officer shall make the following certification each year as a condition to the covered officer’s employment or continuing employment with CBC.

As a covered officer, I certify to CBC that I will adhere to and advocate the following legal and ethical principles and responsibilities governing my conduct as a covered officer:

To the best of my knowledge and ability, I must and will:

1. Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships and disclosing the same to my superior whenever they arise. In performing my responsibilities as a covered officer, I will put the interest of CBC and CBC constituents ahead of any competing personal interest I may have.

2. Provide CBC constituents with information, as authorized, that is accurate, complete, objective, relevant, timely and understandable.

3. Comply with applicable laws, rules and regulations of federal, state, and local governments, and other appropriate private and public regulatory agencies.

4. Act in the course of my employment in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing my independent judgment to be subordinated.

5. Respect the confidentiality of information acquired in the course of my work and not disclose the same except when authorized or otherwise legally obligated. Confidential information acquired in the course of my work is not to be used for personal advantage or otherwise except as authorized in the course of my employment.

6. Share knowledge and maintain skills important and relevant to the needs of CBC constituents.

7. Proactively promote ethical and lawful behavior within CBC and Bank of Floyd. I will not discuss or disseminate any customer or company information other than in the performance of my designated position and company designated duties.

8. Assure responsible use of and control over all assets and resources of CBC and Bank of Floyd or their customers entrusted to me as a covered officer.

9. Report promptly known or suspected violations of this Code and other concerns regarding the quality, integrity or effectiveness or actual or potential violations of CBC’s accounting and financial reporting principles, procedures and practices as well as suspected deficiencies in CBC’s internal controls systems to the Chairman of the CBC Audit Committee or CBC Chairman of the Board, and comply fully with the procedure established to investigate and resolve the same.

10. Comply with CBC’s Employee Business Ethics and Whistle Blowing Claims Policy and avoid discussing concerns subject to such Policy outside the reporting procedure outlined in the Policy.

I will be accountable for adhering to this Code. Failure to observe this Code may result in disciplinary action, up to and including termination of employment. Violations of this Code may also constitute violations of law and may result in civil and criminal penalties.

Signature

Title

Date

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Ronald Leon Moore, certify that:

1. I have reviewed this annual report on Form 10-K of Cardinal Bankshares Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Rules 13a-15(f) and 15(d)-15(f) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could adversely affect the registrant’s ability to record, process, summarize and report financial information and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 7, 2008

/s/ Ronald Leon Moore

Ronald Leon Moore

Chairman, President & Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, J. Alan Dickerson, certify that:

1. I have reviewed this annual report on Form 10-K of Cardinal Bankshares Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Rules 13a-15(f) and 15(d)-15(f) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could adversely affect the registrant’s ability to record, process, summarize and report financial information and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 7, 2008

/s/ J. Alan Dickerson

J. Alan Dickerson

Vice President, Cashier & Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION

(Pursuant to 18 U.S.C. Section 1350)

The undersigned hereby certifies that (i) the foregoing Annual Report on Form 10-K for the year ended December 31, 2007, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in that Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

Date: March 7, 2008	/s/ Ronald Leon Moore
	Ronald Leon Moore
	Chairman, President & Chief Executive Officer
Date: March 7, 2008	/s/ J. Alan Dickerson
	J. Alan Dickerson
	Vice President, Cashier & Chief Financial Officer