##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 Commission file number 0-17455
 Comm Bancorp, Inc.
  Pennsylvania
    
    23-2242292(State or other jurisdiction of incorporation
    
    (I.R.S. Employer Identification Number)or organization)125 North State Street, Clarks Summit, PA
    
    18411(Address of principal executive offices)
    
    (Zip Code)
 (570) 586-0377
  None
    
    The NASDAQ Stock MarketTitle of each class
    
    Name of each exchange on which registered
  Common Stock, par value $0.33 per share
  o þ
 o þ
 þ o
 o
  Large accelerated filer o

    Accelerated filer o
   
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
 Smaller reporting company
þ
 o þ
 $62,706,137 at June 30, 2007.
 1,752,457 at March 12, 2008.
 DOCUMENTS INCORPORATED BY REFERENCE




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COMM BANCORP, INC.
FORM 10-K INDEX
 PageSpecial Note Regarding Forward-Looking Statements
    
    
    3Part IItem 1.
    
    Business
    
    
    4Item 2.
    
    Properties
    
    
    14Item 3.
    
    Legal Proceedings
    
    
    15Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    15Part IIItem 5.
    
    Market for the Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities
    
    
    15Item 6.
    
    Selected Financial Data
    
    
    16Item 7.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    16Item 8.
    
    Financial Statements and Supplementary Data
    
    
    16Item 9.
    
    Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    16Item 9A.
    
    Controls and Procedures
    
    
    17Item 9B.
    
    Other Information
    
    
    17Part IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    17Item 11.
    
    Executive Compensation
    
    
    25Item 12.
    
    Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    31Item 13.
    
    Certain Relationships and Related Transactions and
Director Independence
    
    
    33Item 14.
    
    Principal Accountant Fees and Services
    
    
    33Part IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    34Signatures
    
    
    36Exhibit Index
    
    
    38
 2




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COMM BANCORP, INC.
FORM 10-K
 Special Note Regarding Forward-Looking Statements
  
    
    Possible changes in economic and business conditions and the war on international
terrorism that may affect the prevailing interest rates, the prevailing rates of
inflation or the amount of growth, stagnation or recession in the global, United States
and Northeastern Pennsylvania economies, the value of investments, collectibility of
loans and the profitability of business entities;
    
    Possible changes in monetary and fiscal policies, laws and regulations and other
activities of governments, agencies and similar organizations;
    
    The effects of easing restrictions on participants in the financial services
industry, such as banks, securities brokers and dealers, investment companies and
finance companies, and attendant changes in patterns and effects of competition in the
financial services industry;
    
    The cost and other effects of legal proceedings, claims, settlements and
judgments; and
    
    Our ability to achieve the expected operating results depends on a variety of
factors, including, but not limited to, the continued growth of the markets in which we
operate consistent with recent historical experience, our ability to expand into new
markets and to maintain profit margins in the face of pricing pressures.
  3




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Part I
 Item 1. Business
 General
  
    
    $549.0 million in total assets;
    
    $471.4 million in loans;
    
    $491.3 million in deposits; and
    
    $54.4 million in stockholders equity.
    4




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Supervision and Regulation
  5




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Intercompany Transactions
  Supervisory Agencies
    6




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_ _
 Support of Community Bank
   Liability of Commonly Controlled Banks
   Depositor Preference Statute
  Capital Requirements
  7




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Dividend Restrictions
   8




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Deposit Insurance Assessments
    9




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Interstate Banking and Branching
   Control Acquisitions
  10




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Permitted Nonbanking Activities
  Financial Services Modernization
  Privacy
  11




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Community Reinvestment Act
  Terrorist Activities
  The USA PATRIOT Act
  Subprime and Predatory Lending
  12




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
    
    An annual percentage rate exceeding 8.0 percentage points for 1st lien
loans or 10.0 percentage points for subordinate lien loans above comparable term U.S.
Treasury securities; and/or
    
    Total points and fees payable by the consumer at or before closing that exceed
the greater of 8.0 percent of the total loan amount or $480 for the year 2002 adjusted
for each calendar year based on the consumer price index.
 Sales of Insurance
  Corporate Governance
   13




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Community Bank
  Available Information
  Item 2. Properties
  
 14




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Item 3. Legal Proceedings
  Item 4. Submission of Matters to a Vote of Security Holders
  Part II
 Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
 _
 Dividends2007:
    
    High
    
    Low
    
    DeclaredFirst quarter
    
    $
    49.93
    
    
    $
    42.26
    
    
    $
    0.26Second quarter
    
    
    50.22
    
    
    
    47.00
    
    
    
    0.26Third quarter
    
    
    49.90
    
    
    
    46.00
    
    
    
    0.26Fourth quarter
    
    $
    52.60
    
    
    $
    43.90
    
    
    $
    0.26
 Dividends2006:
    
    High
    
    Low
    
    DeclaredFirst quarter
    
    $
    44.45
    
    
    $
    41.00
    
    
    $
    0.25Second quarter
    
    
    44.50
    
    
    
    39.94
    
    
    
    0.25Third quarter
    
    
    43.50
    
    
    
    38.00
    
    
    
    0.25Fourth quarter
    
    $
    43.80
    
    
    $
    40.00
    
    
    $
    0.25
  15




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##### 



Total Number of
    
    
    Maximum NumberTotal Number
    
    
    Average
    
    
    Shares Purchased
    
    
    of Shares that mayof Shares
    
    
    Price Paid
    
    
    as Part of Publicly
    
    
    yet be PurchasedMonth Ending
    
    Purchased
    
    
    Per Share
    
    
    Announced Programs(1)
    
    
    Under the Programs(1)October 31, 2007
    
    
    4,600
    
    
    $
    47.78
    
    
    
    4,600
    
    
    
    28,074November 30, 2007
    
    
    600
    
    
    
    47.16
    
    
    
    600
    
    
    
    27,474December 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,474Total
    
    
    5,200
    
    
    $
    47.71
    
    
    
    5,200
 
 (1)
    
    On November 17, 2004, the Board of Directors ratified the purchase of 3.0 percent or 55,931
shares of the then outstanding common stock. As of December 31, 2007, there were 27,474 shares
available for repurchase
under this Program. The 2004 Stock Repurchase Program has no expiration date.  Item 6. Selected Financial Data
  Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Item 8. Financial Statements and Supplementary Data
  Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  16




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Item 9A. Controls and Procedures
 Evaluation of Our Disclosure Controls and Internal Controls
   Changes in Internal Control Over Financial Reporting
  Item 9B. Other Information
  Part III
 Item 10. Directors, Executive Officers and Corporate Governance
 Directors
 _
 17




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Age as of
    
    
    
    DirectorName
    
    March 12, 2008
    
    Principal Occupation for Past Five Years
    
    SinceDavid L. Baker
    
    
    62
    
    
    Senior Vice President of Community Bank.
    
    
    1988William F. Farber, Sr.
    
    
    71
    
    
    President and CEO of Comm Bancorp, Inc.
and Community Bank.
    
    
    1983Judd B. Fitze
    
    
    56
    
    
    Partner in Farr, Davis & Fitze, a law firm.
    
    
    1995Dean L. Hesser
    
    
    41
    
    
    President of Tom Hesser Chevrolet, Inc. and Tom Hesser
Nissan, LLC, automobile dealerships.
    
    
    2003John P. Kameen
    
    
    66
    
    
    Publisher of The Forest City News.
    
    
    1983William A. Kerl
    
    
    71
    
    
    President of Kerl Coal, Oil and Trucking Company, Inc.
Partner in Machek Fuel.
    
    
    2000Erwin T. Kost
    
    
    64
    
    
    President of Kost Tire Distributors, Inc.
    
    
    1997Susan F. Mancuso
    
    
    56
    
    
    Partner in Mancuso & Mancuso, Accounting & Tax Service.
    
    
    2003Robert A. Mazzoni
    
    
    59
    
    
    Judge of the Court of Common Pleas of Lackawanna County.
    
    
    2000J. Robert McDonnell
    
    
    72
    
    
    Owner of McDonnells Restaurant.
    
    
    1983Joseph P. Moore, III(1)
    
    
    56
    
    
    Auto Dealer, Manheim Imports, an automobile dealership.
    
    
    2000
 
 (1)
    
    A son of Joseph P. Moore, Jr., who owns beneficially more than 5.0 percent of our common
stock. Committees
 SM
 18




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
    
    Develop and recommend corporate governance policies and guidelines for us and
monitor our compliance with these policies and guidelines; and
    
    Identify and recommend to the Board, director nominees and committee member
candidates.
   
    
    The integrity of our financial statements;
    
    The audit by the independent registered public accounting firm of our financial
statements;
    
    Our report on internal control over financial reporting;
    
    The independent registered public accounting firms and internal auditing firms
qualifications and independence; and
    
    The performance of our internal audit function.
  19




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20




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Director Qualifications and Nominating Process
      21




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th
 
    
    The nominees name and address;
    
    The nominees principal occupation;
    
    The number of shares of our common stock held by the notifying stockholder and
the nominee; and
    
    A certification, under oath before a notary public, that a nominee meets the
eligibility requirements under Section 10.3 of our Amended and Restated Bylaws.
  
    
    Is under indictment for, or has ever been convicted of, a criminal offense
involving dishonesty or breach of trust and the penalty for such offense could be
imprisonment for more than one year;
    
    Is a person against whom a federal or state bank regulatory agency has, within
the past ten years, issued a cease and desist order for conduct involving dishonesty or
breach of trust and that order is final and not subject to appeal;
    
    Has been found either by any federal or state regulatory agency whose decision is
final and not subject to appeal or by a court to have: (i) breached a fiduciary duty
involving personal profit; or (ii) committed a willful violation of any law, rule or
regulation governing banking, securities, commodities or insurance, or any final cease
and desist order issued by a banking, securities, commodities or insurance regulatory
agency; or
    
    Has been nominated by a person who would be disqualified from serving as our
director under the above eligibility requirements.
  Communications with Directors
  22




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Executive Officers
   Age as ofName and Position
    
    Held Since
    
    Employee Since
    
    March 12, 2008William R. Boyle
    
    
    2001
    
    
    
    2001
    
    
    
    48Executive Vice President and Chief Credit OfficerWilliam F. Farber, Sr.
    
    
    2001
    
    
    
    2001
    
    
    
    71President and CEO, Chairman of the BoardJohn P. Kameen
    
    
    1996
    
    
    
    (1
    )
    
    
    66SecretaryJ. Robert McDonnell
    
    
    1983
    
    
    
    (1
    )
    
    
    72Vice ChairmanScott A. Seasock
    
    
    1989
    
    
    
    1989
    
    
    
    50Executive Vice President and CFO
 
 (1)
    
    Not our employee or an employee of Community Bank. These persons do not receive any
additional fees for serving as Executive Officers. Section 16(a) Beneficial Ownership Reporting Compliance
 _
  23




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Codes of Ethics and Business Conduct
  
    
    Honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;
    
    Full, fair, accurate, timely and understandable disclosure in reports and
documents that we file with, or submit to, the SEC and in other public communications
made by us;
    
    Compliance with applicable governmental laws, rules and regulations;
    
    Prompt internal reporting of Code of Ethics violations to an appropriate person
or persons identified in the Code of Ethics; and
    
    Accountability of adherence to the Code of Ethics.
   24




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_
 Item 11. Executive Compensation
   25




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Summary Compensation Table
  SUMMARY COMPENSATION TABLE
 Non-EquityIncentive Plan
    
    
    All OtherSalary
    
    
    Bonus
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName & Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)William F. Farber, Sr.
    
    
    2007
    
    
    
    160,645
    
    
    
    30,000
    
    
    
    -0-
    
    
    
    73,064
    
    
    
    263,709President and CEO
    
    
    2006
    
    
    
    153,943
    
    
    
    25,000
    
    
    
    -0-
    
    
    
    71,261
    
    
    
    250,204Scott A. Seasock
    
    
    2007
    
    
    
    143,153
    
    
    
    4,180
    
    
    
    16,820
    
    
    
    10,317
    
    
    
    174,470Executive Vice President and CFO
    
    
    2006
    
    
    
    139,700
    
    
    
    -0-
    
    
    
    25,067
    
    
    
    9,135
    
    
    
    173,902William R. Boyle
    
    
    2007
    
    
    
    143,153
    
    
    
    20,000
    
    
    
    -0-
    
    
    
    10,040
    
    
    
    173,193Executive Vice President and CCO
    
    
    2006
    
    
    
    139,864
    
    
    
    14,000
    
    
    
    -0-
    
    
    
    9,157
    
    
    
    163,021
 
 (1)
    
    Represents contributions Community Bank made on behalf of the named executive officers
pursuant to the defined contribution plan, except for Mr. Farber who also received director
fees of $61,500 for services as Chairman of the Board of Community Bank. Aggregate perquisites
and other personal benefits were less than $10,000 for each named executive officer, and
therefore, need not be presented. Annual Bonuses and Non-Equity Incentive Plan Compensation
   26




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Discretionary Annual and Matching Contributions to Community Banks Defined Contribution Plan
   Years of Service
    
    Vested InterestLess than 1
    
    
    0
    %1
    
    
    20
    %2
    
    
    40
    %3
    
    
    60
    %4
    
    
    80
    %5
    
    
    100
    %
   27




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Severance and Change in Control Benefits
      Estimated Lump-Sum
    
    Estimated Aggregate AmountSeverance Payment
    
    to be Paid as a Result ofas a Result of
    
    Change-In-Control underNon-Renewal of
    
    the Employment AgreementName and Title
    
    Agreement ($)(1)
    
    ($)(2)Scott A. Seasock,
Executive Vice President and CFO
    
    
    286,306
    
    
    
    320,273William R. Boyle,
Executive Vice President and CCO
    
    
    286,306
    
    
    
    296,273
 
 (1)
    
    This estimated amount is gross salary without any deductions for applicable withholding taxes.(2)
    
    This estimated amount includes gross salary without any deductions for applicable withholding
taxes and 24 months of premiums for long-term disability insurance and medical insurance.
This estimated amount has not been reduced to a present worth value. 28




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
    
    A substantial sale or disposition of our or Community Banks assets or
operations;
    
    A person holding beneficial ownership of enough shares of our stock to gain
majority control of the Board of Directors; or
    
    At any time during any 24 consecutive months commencing with the date of these
agreements, a majority of the directors of us or Community Bank are persons who were not
members of the respective boards at the beginning of such period, unless changes in the
boards membership were the result of death, voluntary resignation or retirement.
  
    
    Without the officers consent, any assignment of duties other than duties
described in the agreement;
    
    Any removal of the officer from, or failure to re-elect the officer to, his
position for cause;
    
    Any failure to pay the officer his benefits as described in his agreement;
    
    Any material breach of the agreement by us or Community Bank; or
    
    A change in control.
 REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
 _
  29




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
    
    Net income increased 8.7 percent to $6,900,000;
    
    Tax-equivalent net interest margin widened to 4.33 percent;
    
    Loans, net of unearned income increased 15.5 percent to $471,344,000; and
    
    Return on average assets improved to 1.24 percent.
  Executive Compensation Committee
 
 30




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DIRECTORS COMPENSATION TABLE
 Fees Earned
    
    All OtherName
    
    or Paid in Cash ($)
    
    Compensation ($)(1)
    
    Total ($)Judd B. Fitze
    
    
    24,000
    
    
    
    5,750
    (2)
    
    
    29,750John P. Kameen
    
    
    24,000
    
    
    
    5,025
    (3)
    
    
    29,025Each of our other directors
    
    
    24,000
    
    
    
    1,500
    (4)
    
    
    25,500
 
 (1)
    
    Aggregate perquisites and other personal benefits were less than $10,000 for each director,
and therefore, need not be presented.(2)
    
    Mr. Fitze received: (i) fees totaling $4,250 for appraisal services provided to Community
Bank; and (ii) a year-end cash bonus of $1,500 as director of Community Bank.(3)
    
    Mr. Kameen received: (i) fees totaling $3,525 for appraisal services provided to Community
Bank; and (ii) a year-end cash bonus of $1,500 as director of Community Bank.(4)
    
    Year-end cash bonus of $1,500.   Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  31




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Stock Owned by Directors and Executive Officers
  Amount and Nature ofName of Individual or Identity of Group
    
    Beneficial Ownership(1)
    
    Percent of ClassDavid L. Baker
    
    
    13,402.814
    
    
    
    William R. Boyle(2)
    
    
    2,977.154
    
    
    
    William F. Farber, Sr.
    
    
    150,960.000
    
    
    
    8.61
    %Judd B. Fitze
    
    
    16,073.936
    
    
    
    Dean L. Hesser
    
    
    1,600.000
    
    
    
    John P. Kameen
    
    
    19,572.000
    
    
    
    1.12
    %William A. Kerl
    
    
    17,910.484
    
    
    
    1.02
    %Erwin T. Kost
    
    
    10,889.056
    
    
    
    Susan F. Mancuso
    
    
    4,060.929
    
    
    
    Robert A. Mazzoni
    
    
    100.000
    
    
    
    J. Robert McDonnell
    
    
    35,000.000
    
    
    
    2.00
    %Joseph P. Moore, III
    
    
    100.000
    
    
    
    Scott A. Seasock(2)
    
    
    8,127.808
    
    
    
    All Directors and Executive Officers as a group (11
Directors, 5 Executive Officers, 13 persons in total)
    
    
    280,774.181
    
    
    
    16.02
    %
 
 (1)
    
    Includes shares held: (i) directly; (ii) jointly with spouse; (iii) by spouse; (iv) jointly
with various relatives; (v) by the transfer agent in our dividend reinvestment account; (vi)
individually in employee benefit plans; and (vii) in various trusts.(2)
    
    Executive officer, not a director. Voting Stock Owned by Beneficial Owners
  Name and Address
    
    Number of Shares(1)
    
    Percent of ClassJoseph P. Moore, Jr.
    
    
    171,250.525
    
    
    
    9.77
    %400 Williamson Road
Gladwyne, PA 19035William F. Farber, Sr.
    
    
    150,960.000
    
    
    
    8.61
    %Crystal Lake Road
R.R.1, Box 1281
Carbondale, PA 18407
 
 (1)
    
    Includes shares held: (i) directly; and (ii) in various trusts. 32




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Item 13. Certain Relationships and Related Transactions and Director Independence
   Item 14. Principal Accountant Fees and Services
  Year Ended December 31,
    
    2007
    
    
    2006Audit fees(1)
    
    $
    104,178
    
    
    $
    77,984Audit-related fees(2)
    
    
    6,000Total
    
    $
    110,178
    
    
    $
    77,984
 
 (1)
    
    Audit fees consist of fees billed for services rendered for the audit of our annual financial
statements on Form 10-K and review of financial
statements included in our Form 10-Q, or services that are normally provided in connection with
statutory and regulatory filings.(2)
    
    Audit-related fees consist of fees billed for services rendered for assurance and related
services on our tender offer.  33




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##### 



Part IV
 Item 15. Exhibits and Financial Statement Schedules
 (a)
    1.
    
    The consolidated financial statements and notes to these statements as well as the
applicable report of the independent registered public accounting firm are filed at Exhibit 13
to this report and are incorporated in their entirety by reference under this Item 15(a)1.2.
    
    All schedules are omitted because they are not applicable or the required information
is shown in the financial statements or notes to these statements.3.
    
    The exhibits required by Item 601 of Regulation S-K are included under Item 15(b) to
this report.
 34




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##### 



Exhibit NumberReferred toItem 601 ofRegulation S-K
    
    Description of Exhibit2
    
    None.3(i)
    
    Articles of Incorporation, as amended, filed at Exhibit 3(i) to our
Annual Report on Form 10-K for the year ended December 31, 2006,
Commission file number 0-17455 on March 30, 2007, and incorporated
hereto by reference.3(ii)
    
    Bylaws, as amended, filed at Exhibit 3(ii) to our Annual Report on
Form 10-K for the year ended December 31, 2006, Commission file
number 0-17455 on March 30, 2007, and incorporated hereto by
reference.4
    
    None.9
    
    None.10
    
    Executive Employment Agreements filed as Exhibits 10.01 and 10.02 to
our Quarterly Report on Form 10-Q for the quarter ended September 30,
2001, Commission file number 0-17455 on November 13, 2001, and
incorporated hereto by reference.11
    
    None.12
    
    None.13
    
    Portions of the Annual Report to Stockholders for Fiscal Year Ended
December 31, 2007.14
    
    Code of Ethics, filed at Exhibit 14 to our Annual Report on Form 10-K
for the year ended December 31, 2003, Commission file number 0-17455
on March 29, 2004, and incorporated hereto by reference.16
    
    None.18
    
    None.21
    
    List of Subsidiaries.22
    
    None.23
    
    None.24
    
    None.31(i)
    
    CEO certification pursuant to Rule 13a-14(a)/15d-14(a).CFO certification pursuant to Rule 13a-14(a)/15d-14(a).31(ii)
    
    Not Applicable.32
    
    CEO certification pursuant to Section 1350.CFO certification pursuant to Section 1350.33
    
    Not Applicable.34
    
    Not Applicable.35
    
    Not Applicable.99(i)
    
    Charter of the Joint Audit Committee, as amended, filed at Exhibit
99(i) to our Annual Report on Form 10-K for the year ended December
31, 2006, Commission file number 0-17455 on March 30, 2007, and
incorporated hereto by reference.100
    
    None.
 35




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##### 



Signatures
  COMM BANCORP, INC.
    
    Date(Registrant)
 BY:
    
    /s/ William F. Farber, Sr.
    
    March 26, 2008William F. Farber, Sr.,President and Chief Executive OfficerChairman of the Board(Principal Executive Officer)
  Signature and Capacity
    
    Date/s/ David L. Baker
    
    March 26, 2008David L. Baker, Director/s/ William F. Farber, Sr.
    
    March 26, 2008William F. Farber, Sr.,
President and Chief Executive Officer
Chairman of the Board/Director
(Principal Executive Officer)/s/ Judd B. Fitze
    
    March 26, 2008Judd B. Fitze, Director/s/ Dean L. Hesser
    
    March 26, 2008Dean L. Hesser, Director/s/ John P. Kameen
    
    March 26, 2008John P. Kameen, Secretary/Director/s/ William A. Kerl
    
    March 26, 2008William A. Kerl, Director
 36




---



##### 



Signature and Capacity
    
    Date/s/ Erwin T. Kost
    
    March 26, 2008Erwin T. Kost, Director/s/ Susan F. Mancuso
    
    March 26, 2008Susan F. Mancuso, Director/s/ Robert A. Mazzoni
    
    March 26, 2008Robert A. Mazzoni, Director/s/ J. Robert McDonnell
    
    March 26, 2008J. Robert McDonnell,
Vice Chairman/Director/s/ Joseph P. Moore, III
    
    March 26, 2008Joseph P. Moore, III, Director/s/ Scott A. Seasock
    
    March 26, 2008Scott A. Seasock, Executive Vice
President and Chief Financial Officer
(Principal Financial Officer)/s/ Stephanie A. Westington
    
    March 26, 2008Stephanie A. Westington, CPA
Vice President of Finance
(Principal Accounting Officer)
 37




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##### 



EXHIBIT INDEX
 ExhibitNumber
    
    Description
    
    Page13
    
    Portions of the Annual Report to Stockholders for Fiscal Year Ended December 31, 2007.
    
    
    3921
    
    List of Subsidiaries.
    
    
    15531(i)
    
    CEO Certification Pursuant to Rule 13a-14(a)/15d-14(a).
    
    
    156CFO Certification Pursuant to Rule 13a-14(a)/15d-14(a).32
    
    CEO Certification Pursuant to Section 1350.
    
    
    160CFO Certification Pursuant to Section 1350.
 38