IN THE UNITED STATES DISTRICT COURT FOR THE …whafh.com/modules/case/docs/216_cid_3_Crocs Filed...

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IN THE UNITED STATES DISTRICT COURT

FOR THE DISTIRCT OF COLORADO

Civil Action No.: DARYL SWANSON, on behalf of himself and all others similarly situated, Plaintiff, vs.

CROCS, INC., RONALD R. SNYDER, PETER S. CASE, MICHAEL C. MARGOLIS, JOHN P. McCARVEL, RAYMOND D. CROGHAN, RONALD R. FRASCH, MARIE HOMAN-RAO, MICHAEL E. MARKS, RICHARD L. SHARP, and THOMAS J. SMACH, Defendants. ________________________________________________________________________

CLASS ACTION COMPLAINT and DEMAND FOR JURY TRIAL

________________________________________________________________________

Plaintiff, Daryl Swanson, on behalf of himself and a Class (defined below)

comprised of all other persons similarly situated, alleges upon the investigation made by and

through its counsel, which includes, inter alia, a review of relevant public filings made by Crocs,

Inc. (“Crocs” or the “Company”) with the Securities and Exchange Commission (“SEC”), as

well as teleconferences, press releases, news articles, analysts’ reports, and media reports

concerning the Company. This Complaint is based upon plaintiff’s personal knowledge as to his

own acts, and upon information and belief as to all other matters, based upon the aforementioned

investigation.

I. SUMMARY OF ACTION

1. Crocs, the maker of colorful plastic shoes, witnessed its stock price soar 246% in

2007, despite safety concerns, a sagging retail market, and a product considered a fad. As

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reported in Barron’s on June 25, 2007, CEO Ronald Snyder is purportedly pursuing strategies

designed to convince the market that the Company’s isn’t a one hit wonder. Indeed, numerous

specialty shoe companies over the years suffered this fate and watched their market share and

capitalization erode as the fad wore out.

2. Mr. Snyder and his lieutenants were alarmed that Crocs would suffer a similar

fate. Thus, they touted the Company’s new product lines and markets, including upscale shoes,

ballerina slippers, and flip flops. He stated that overseas growth in countries like the United

Kingdom and England were to be important earnings catalysts. He acquired accessory makers

and announced the launch of a clothing line.

3. Despite this positive spin, Mr. Snyder and other members of management

withheld key information about the Company’s distribution problems in Europe and Japan and

that it cost the Company nearly $30 million in sales during the third quarter. Moreover,

defendants failed to disclose that during the third quarter Crocs was accumulating inventory as

the weather cooled and sales slowed. These issues caused the Company to record/post third

quarter earnings that exceeded expectations but sales figures that fell well short of analysts’

expectations. The significant decline in sales confirmed for many that the Company’s plastic

water shoes had seen their day and reality was beginning to set in. Crocs’ common stock fell

nearly 36% on this news and stockholders suffered extensive economic loss.

4. Mr. Snyder and other members of management fared far better, however.

Between July 27 and October 31, 2007, top-level management sold approximately 963,163

shares for proceeds of at least $64 million. These sales were made by members of management

in possession of material non-public information that indicated the Company was not ramping up

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sales as planned and was suffering under the weight of unsold product. Moreover, Defendants

knew that distribution problems were substantial and that foreign markets would not provide a

quick salvation for faltering domestic sales.

5. This is a class action on behalf of all persons, other than defendants, who

purchased Crocs securities between July 27, 2007, and October 31, 2007, inclusive (the “Class

Period”), to recover damages caused by defendants’ violations of the federal securities law.

II. JURISDICTION AND VENUE

6. This Court has subject-matter jurisdiction pursuant to Section 27 of the Securities

Exchange Act of 1934, 15 U.S.C. § 78aa, and 28 U.S.C. §§ 1331 and 1337.

7. Venue is proper in this District pursuant to Section 27 of the Exchange Act, 15

U.S.C. § 78aa, and 28 U.S.C. § 1391(b). Crocs maintains its corporate headquarters in this

judicial district at 6328 Monarch Park Place, Niwot, Colorado. In addition, many of the acts and

practices complained of herein occurred in substantial part in this judicial district.

8. In connection with the acts alleged in this Complaint, defendants, directly or

indirectly, used the means and instrumentalities of interstate commerce, including, but not

limited to, the mails, interstate telephone communications and the facilities of the national

securities markets.

III. PARTIES

9. Plaintiff purchased the Company’s securities as set forth more fully in the

annexed certificate, and suffered economic damages.

10. Crocs is a Delaware corporation with its principal place of business at 6328

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Monarch Park Place, Niwot, Colorado. At all relevant times, the Company’s securities traded in

an orderly and efficient market on the NASDAQ.

11. Defendant Ronald R. Snyder (“Snyder”) has served as the Company’s Chief

Executive Officer since January 2005. Mr. Snyder has also served as President and a director

since June 2004. Prior to that Mr. Snyder served as a consultant to Crocs from October 2003 to

June 2004. During the Class Period Mr. Snyder realized approximately $25,708,000 in profit by

trading Crocs securities.

12. Defendant Peter S. Case (“Case”) has served as the Company’s Chief Financial

Officer and Treasurer since April 2006 and has served as Crocs Senior Vice President—Finance

since February 2006.

13. Defendant Michael C. Margolis (“Margolis”) has served as the Company’s Vice

President—Sales & Marketing since January 2005. From October 2003 to December 2004 Mr.

Margolis served the Company as an independent consultant. During the Class Period Mr.

Margolis realized over $2,000,000 in profit from trading Crocs securities.

14. Defendant John P. McCarvel (“McCarvel”) has served as Chief Operating Officer

and Executive Vice President of the Company since February 2007 and as Senior Vice

President—Global Operations from October 2005 to February 2007. Mr. McCarvel also served

as the Company’s Vice President—Asian & Australian Operations from January 2005 to

September 2005. Prior to that, during 2004, he was employed by the Company as a consultant.

During the Class Period Mr. McCarvel realized approximately $4,375,000 in profit from trading

Crocs securities.

15. Defendant Raymond D. Croghan (“Croghan”) has served as a member of Crocs

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board of directors since August 2004. During the Class Period Mr. Croghan realized

approximately $10,700,000 in profit by trading Crocs securities.

16. Defendant Ronald L. Frasch (“Frasch”) has served as a director of Crocs since

October 2006. During the Class Period Mr. Frasch reaped over $600,000 in profit by trading

Crocs securities.

17. Defendant Marie Holman-Rao (“Holman”) has served as a director of Crocs since

October 2006.

18. Defendant Michael E. Marks (“Marks”) has served as a director of Crocs since

August 2004. During the Class Period Mr. Marks realized approximately $19,562,000 in profit

by trading Crocs securities.

19. Defendant Richard L. Sharp (“Sharp”) has served as Chairman of the Company’s

board of directors since April 2005.

20. Defendant Thomas J. Smach (“Smach”) has served as a director of Crocs since

April 2005. During the Class Period Mr. Smach realized over $1,100,000 in profits from trading

Crocs securities.

21. Defendants Snyder, McCarvel, Case, Margolis, Croghan, Frasch, Holman, Marks,

Sharp, and Smach are sometimes referred to herein as the “Individual Defendants.” Because of

the Individual Defendants’ positions as directors or senior officers of the Company, each had

access to the material adverse undisclosed information about the Company’s business,

operations, operational trends, financial statements, markets and present and future business

prospects via access to internal corporate documents (including the Company’s operating plans,

budgets and forecasts and reports of actual operations compared thereto), conversations and

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connections with other corporate officers and employees, attendance at management and/or

Board of Directors meetings and committees thereof and via reports and other information

provided to them in connection therewith.

22. It is appropriate to treat the Individual Defendants as a group for pleading

purposes and to presume that the false, misleading and incomplete information conveyed in the

Company’s public filings, press releases and other publications as alleged herein are the

collective actions of the narrowly defined group of defendants identified above. Each of them,

by virtue of their high-level positions with the Company, directly participated in the management

of the Company, was directly involved in the day-to-day operations of the Company at the

highest levels and was privy to confidential proprietary information concerning the Company

and its business, operations, products, growth, financial statements, and financial condition, as

alleged herein. Each was involved in drafting, producing, reviewing and/or disseminating the

false and misleading statements and information alleged herein, was aware, or recklessly

disregarded, that the false and misleading statements were being issued regarding the Company,

and approved or ratified these statements, in violation of the federal securities laws.

23. As officers and controlling persons of a publicly held company whose common

stock was, and is, registered with the SEC pursuant to the Exchange Act, was traded on the

Nasdaq National Market System (“NASDAQ”), and is governed by the provisions of the federal

securities laws, each defendant had a duty to disseminate timely, accurate, and truthful

information with respect to the Company’s financial condition and performance, growth,

operations, financial statements, business, products, markets, management, earnings, and present

and future business prospects, and to correct any previously issued statements that became

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materially misleading or untrue, so that the market price of the Company’s publicly-traded

securities would be based upon truthful and accurate information. The Individual Defendants

misrepresentations and omissions during the Class Period violated these specific requirements

and obligations.

24. The Individual Defendants participated in the drafting, preparation, or approval of

the various public and shareholder and investor reports and other communications complained of

herein and were aware of, or recklessly disregarded, the misstatements contained therein and

omissions therefrom, and were aware of their materially false and misleading nature. Because of

their Board membership or executive and managerial positions with Crocs, each of the Individual

Defendants had access to the adverse undisclosed information about the Company’s business

prospects and financial condition and performance as particularized herein and knew (or

recklessly disregarded) that these adverse facts rendered the positive representations, made by or

about Crocs and its business, issued or adopted by the Company, materially false and misleading.

25. The Individual Defendants, because of their positions of control and authority as

officers or directors of the Company, were able to and did control the content of the various SEC

filings, press releases and other public statements pertaining to the Company during the Class

Period. Each Individual Defendant was provided with copies of the documents alleged herein to

be misleading prior to or shortly after their issuance or had the ability and/or opportunity to

prevent their issuance or cause them to be corrected.

26. Accordingly, each of the Individual Defendants is responsible for the accuracy of

the public reports and releases alleged herein, and is therefore primarily liable for the

representations contained therein.

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27. Each of the defendants is also liable as a participant in a fraudulent scheme and

course of business that operated as a fraud or deceit on purchasers of Crocs securities by

disseminating materially false and misleading statements and/or concealing material adverse

facts. The scheme (a) deceived the investing public regarding the Company’s business,

operations, and the intrinsic value of the Company’s publicly traded securities, and (b) caused

plaintiffs and other members of the Class to purchase Crocs’s publicly traded securities and to do

so at artificially inflated prices.

IV. PLAINTIFF’S CLASS ACTION ALLEGATIONS

28. Plaintiff brings this action as a class action pursuant to Federal Rules of Civil

Procedure 23(a) and (b)(3) on behalf of all those persons who purchased Crocs securities during

the Class Period and who suffered damages thereby (the “Class”). Excluded from the Class are

defendants, the officers and directors of the Company, members of their immediate families and

their legal representatives, heirs, successors, or assigns, and any entity in which defendants have

or had a controlling interest.

29. The members of the Class are so numerous that joinder of all members is

impracticable. According to the Company’s most recent quarterly financial statement filed with

the SEC on Form 10-Q, on November 14, 2007, as of October 31, 2007, Crocs had 82,459,122

shares of common stock outstanding. While the exact number of Class members is unknown to

plaintiff at this time and can only be ascertained through appropriate discovery, plaintiff believes

that there are hundreds or thousands of members in the proposed Class. Record owners and

other members of the Class may be identified from records maintained by the Company or its

transfer agent and may be notified of the pendency of this action by mail, using the form of

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notice similar to that customarily used in securities class actions.

30. Plaintiff’s claims are typical of the claims of the members of the Class as all

members of the Class are similarly affected by defendants’ wrongful conduct in violation of

federal law that is complained of herein.

31. Plaintiff will fairly and adequately protect the interests of the members of the

Class and has retained counsel competent and experienced in class and securities litigation.

32. Common questions of law and fact exist as to all members of the Class and

predominate over any questions solely affecting individual members of the Class. Among the

questions of law and fact common to the Class are:

1.1 whether the federal securities laws were violated by defendants’

acts as alleged herein;

1.2 whether statements made by defendants to the investing public

during the Class Period misrepresented material facts about the business, operations, and

financial condition of the Company;

1.3 whether defendants acted knowingly or recklessly in making

materially false and misleading statements during the Class Period;

1.4 whether the market prices of the Company’s common stock was

artificially inflated or distorted during the Class Period because of defendants’ conduct

complained of herein; and

1.5 to what extent the members of the Class have sustained damages

and the proper measure of damages.

33. A class action is superior to all other available methods for the fair and efficient

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adjudication of this controversy since joinder of all members is impracticable. Furthermore, as

the damages suffered by individual Class members may be relatively small, the expense and

burden of individual litigation make it impossible for members of the Class to individually

redress the wrongs done to them. There will be no difficulty in the management of this action as

a class action.

V. SUBSTANTIVE ALLEGATIONS

34. Crocs and its subsidiaries design, develop, and manufacture consumer products

from specialty resins worldwide. It offers footwear for men, women, and children under the

“Crocs” brand. The Company also offers apparel and accessories, including t-shirts, sweatshirts,

hats, beanies, and socks. In addition, the Company manufactures spa pillows for the home spa

market; seats and pads for use in kayaks and canoes; and scuba diving fins for other water sports

products, as well as produces and distributes hockey and lacrosse equipment.

35. On July 26, 2007, after the Market closed, Crocs issued a press release

announcing its financial results for the second quarter of 2007, including a forecast for the third

quarter of 2007. For the second quarter of 2007 the Company reported revenues of $224.3

million, which was a 162% increase in revenue over the same quarter the previous year. The

Company reported net income of $48.5 million, or $0.58 per diluted share, compared to $15.7

million, or $0.19 per diluted share, for the quarter ended June 30, 2006. Defendant Snyder

commented on the results as follows:

The positive momentum we experienced at the beginning of the year carried forward into the second quarter, allowing us to exceed both internal and external expectations. We continued to witness robust demand for our expanded footwear collection and growing accessories category throughout the United States and Canada. Additionally, our overseas markets - in particular Europe -remained very strong driven by a broader merchandise assortment, increased distribution, and

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additional shelf space within our existing retailers. Looking ahead, our order book is coming in better than anticipated which has enabled us to once again increase our outlook for the fiscal year. The first half of 2007 has been a period of rapid expansion and significant growth for Crocs. During this time we have further diversified our business, secured a number of additional partnerships with many of the premier sports and entertainment brands in the world and posted strong financial gains across the board. Equally important, we have continued to invest in our global operating platform, including key personnel and production capacity, as we remain committed to further positioning Crocs for future success. We are excited about the many prospects we believe exist going forward and our entire organization is focused on executing our long-term strategic growth plan.

36. The Company then increased its earnings guidance for the third quarter of

2007 and for fiscal year 2007. For the third quarter of 2007, Crocs forecasted revenues from

$240 million to $250 million and projected its net income per share to range from $0.58 to $0.62.

For fiscal 2007, Crocs increased its guidance to range from $810 million to $820 million and net

income per diluted share to range from $1.89 to $1.93.

37. In response to the positive earnings announcement, the Company’s stock

price surged $4.83 (10%) to $55.42 per share on over 21 million shares traded.

38. On August 14, 2007, the Company filed with the SEC its Form 10-Q for

the second quarter of 2007, which included the same financial results previously reported. The

Form 10-Q also included a certification by defendant Snyder, that stated:

I, Ronald R. Snyder, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Crocs, Inc.; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,

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results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) 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)) 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; and

5. The registrant’s other certifying officer(s) 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 (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 are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; 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.

39. Defendant Case, the Company’s CFO, signed an identical certification that was

also included in the Form 10-Q.

40. On September 27, 2007, Crocs, by Mr. Snyder, presented at the Piper Jaffray

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Second Annual London Consumer Conference where he made the following remarks:

We're a very recognized brand in the U.S. We are becoming that way in Europe. Certainly are here in the UK. Very strong in the Benelux, in Germany and Scandinavia. Those markets are all about same size, with the UK being top, those other three being second, third and fourth. Very strong in Italy. This year had

good growth in France, in Austria and Spain. So really everywhere around

Europe. And also had some really nice brand recognition over in Japan. That was a big growth area for us this year. But both of those markets, both Japan and Europe, we weren't able to get enough products to the markets really to hit what the demand was. So we see as we go into next year we're looking at a pretty strong spring as we move into next year.

Over the past, I guess, two years we have built some very sophisticated global

infrastructure. We have our own offices in most of the major countries now around the world. Everywhere you would want to be, I think Crocs has offices now. That is not like licensing the product. That is not using distributors. In some countries to do but, no, we are direct in the UK. We're direct in Japan. We're direct in China. We're direct in Brazil, India. So we are creating a very

sophisticated global infrastructure of sales, marketing, accounting, logistics,

warehousing in all those markets. (Emphasis added) With respect to the Company’s earnings per share Mr. Snyder went on to comment:

EPS has grown nicely as well over the last few years and last – same quarter over quarter. Our operating margins have continued to come in around our expected targets of 26 to 28%. We see this being able to continue this rate going forward for the foreseeable future.

41. As a result of all the Company’s positive statements, the Company’s stock price

continued to climb until it reached its peak of $74.75 on October 31, 2007. The price of $74.75

per share represents a 48% increase in the price of Crocs stock from July 26, 2007, the last day

prior to the commencement of the Class Period in which the Company’s stock price was a mere

$50.59 per share.

42. All of the foregoing statements, however, were materially false and misleading

when made because the Individual Defendants failed to disclose and misrepresented the

following material adverse facts, which were known to the Individual Defendants or recklessly

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disregarded by them:

(a) the Company was experiencing significant distribution problems in Europe

and Japan and, as a result of the distribution problems, the Company lost approximately $30

million in sales;

(b) the Company’s product lines were showing clear signs of seasonality, and

sales were being impacted because consumers were purchasing less of the Company’s products

in cold weather climates;

(c) as distribution problems mounted and as sales slowed, the Company had

significantly increased inventory levels and they were nearing historic highs; and

(d) based on the foregoing, Defendants lacked a reasonable basis for making such

positive statements about the Company, its earnings, and its prospects.

Curative Disclosures

43. On October 31, 2007, after the Market closed, the Company issued a press release

announcing its financial results for the third quarter of 2007, ended September 30, 2007. The

Company reported third quarter revenues of $256 million and earning per share of $ .66.

44. In addition to issuing a press release the Company convened a conference call

during which it revealed that it had experienced distribution problems in Europe. The European

distribution problem cost the Company an estimated $20 million in lost sales. The Company

also revealed that it lost approximately $10 million in sales due to difficulties with a third party

distribution facility in Japan.

45. In addition to the significant distribution problems that cost the Company at least

$30 million in sales, the Company revealed that the lost sales and the seasonal downturn had

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caused a significant increase in its inventory.

46. On this news, the Company’s stock plummeted. On November 1, 2007, the

Company’s stock price dropped $27.01 (36%) to close at $47.74 on over sixty million shares

traded. The Company’s stock has not recovered.

VI. UNDISCLOSED MATERIAL, ADVERSE FACTS

47. The market for Crocs’s common stock was open, well-developed, and efficient at

all relevant times.

48. As a result of these materially false and misleading statements and failures to

disclose, Crocs’s common stock traded at artificially inflated prices during the Class Period.

Plaintiff and other members of the Class purchased or otherwise acquired Crocs common stock

relying upon the integrity of the market price of Crocs’s common stock and market information

relating to Crocs, and have been damaged thereby.

49. During the Class Period, defendants materially misled the investing public,

thereby inflating the price of Crocs’s common stock, by publicly issuing false and misleading

statements and omitting to disclose material facts necessary to make defendants’ statements, as

set forth herein, not false and misleading. Said statements and omissions were materially false

and misleading in that they failed to disclose material adverse information and misrepresented

the truth about the Company, its business and operations, as alleged herein.

50. At all relevant times, the material misrepresentations and omissions particularized

in this Complaint directly or proximately caused or were a substantial contributing cause of the

stock purchases by Plaintiff and other members of the Class.

51. Each defendant is liable for (i) making false statements, or (ii) failing to disclose

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adverse facts known to him about Crocs. Defendants’ fraudulent scheme and course of business

that operated as a fraud or deceit on purchasers of Crocs common stock was a success, as it (i)

deceived the investing public regarding Crocs’s prospects and business; (ii) artificially inflated

the prices of Crocs common stock; and (iii) caused plaintiff and other members of the Class to

purchase Crocs common stock at inflated prices.

VII. SCIENTER ALLEGATIONS

52. As alleged herein, defendants acted with scienter, in that they knew the

Company’s public documents and statements issued or disseminated by or in the name of the

Company were materially false and misleading; they knew or recklessly disregarded that such

statements or documents would be issued or disseminated to the investing public; and they

knowingly and substantially participated or acquiesced in the issuance or dissemination of such

statements or documents as primary violators of the federal securities laws.

53. As alleged herein in detail, by virtue of their receipt of information reflecting the

true facts regarding Crocs and its business practices, their control over or receipt of Crocs’s

materially false and misleading statements, or their associations with the Company which made

them privy to confidential proprietary information concerning Crocs, defendants were active and

culpable participants in the fraudulent scheme alleged herein.

54. Defendants knew or recklessly disregarded the falsity and misleading nature of

the information which they caused to be disseminated to the investing public.

55. The ongoing fraudulent scheme described in this complaint could not have been

so pervasive without the knowledge and complicity of the personnel at the highest level of the

Company, including the Individual Defendants.

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56. In particular, the Individual Defendants engaged in such a scheme to inflate the

price of Crocs securities in order reap huge benefits from trading in Crocs securities. Indeed of

the Company’s 10 officers and directors 7 of them traded in Crocs securities during the Class

Period. As a result of their trades during the Class Period these seven Defendants reaped a

benefit of approximately $64,126,169 or approximately $9.16 million per person.

57. As detailed in the chart below Defendants took full advantage of their position as

officers and directors of the Company to misinform the public while trading in Crocs stock at

inflated prices.

Name Date Transaction # of Shares Price Total

Raymond D. Croghan 7/31/2007

Exercise of Conv of derivative sec 28,516 $0.51 -$14,543.16

7/31/2007 Open Market Sale -96 $59.94 $5,754.24

7/31/2007 Open Market Sale -2,188 $59.95 $131,170.60

7/31/2007 Open Market Sale -94 $59.96 $5,636.24

7/31/2007 Open Market Sale -660 $59.97 $39,580.20

7/31/2007 Open Market Sale -284 $59.99 $17,037.16

7/31/2007 Open Market Sale -10,010 $60.00 $600,600.00

7/31/2007 Open Market Sale -7,615 $60.01 $456,976.15

7/31/2007 Open Market Sale -2,548 $60.02 $152,930.96

7/31/2007 Open Market Sale -1,378 $60.03 $82,721.34

7/31/2007 Open Market Sale -378 $60.04 $22,695.12

7/31/2007 Open Market Sale -7,323 $60.05 $439,746.15

7/31/2007 Open Market Sale -2,794 $60.06 $167,807.64

7/31/2007 Open Market Sale -3,390 $60.07 $203,637.30

7/31/2007 Open Market Sale -712 $60.08 $42,776.96

7/31/2007 Open Market Sale -17,926 $60.10 $1,077,352.60

7/31/2007 Open Market Sale -94 $60.11 $5,650.34

7/31/2007 Open Market Sale -1,570 $60.12 $94,388.40

7/31/2007 Open Market Sale -5,006 $60.13 $301,010.78

7/31/2007 Open Market Sale -2,934 $60.14 $176,450.76

7/31/2007 Open Market Sale -2 $59.94 $119.88

7/31/2007 Open Market Sale -56 $59.95 $3,357.20

7/31/2007 Open Market Sale -3 $59.96 $179.88

7/31/2007 Open Market Sale -20 $59.97 $1,199.40

7/31/2007 Open Market Sale -8 $59.99 $479.92

7/31/2007 Open Market Sale -304 $60.00 $18,240.00

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7/31/2007 Open Market Sale -231 $60.01 $13,862.31

7/31/2007 Open Market Sale -76 $60.02 $4,561.52

7/31/2007 Open Market Sale -43 $60.03 $2,581.29

7/31/2007 Open Market Sale -11 $60.04 $660.44

7/31/2007 Open Market Sale -220 $60.05 $13,211.00

7/31/2007 Open Market Sale -84 $60.06 $5,045.04

7/31/2007 Open Market Sale -105 $60.07 $6,307.35

7/31/2007 Open Market Sale -22 $60.08 $1,321.76

7/31/2007 Open Market Sale -537 $60.10 $32,273.70

7/31/2007 Open Market Sale -3 $60.11 $180.33

7/31/2007 Open Market Sale -45 $60.12 $2,705.40

7/31/2007 Open Market Sale -147 $60.13 $8,839.11

7/31/2007 Open Market Sale -83 $60.14 $4,991.62

7/31/2007 Open Market Sale -2 $59.94 $119.88

7/31/2007 Open Market Sale -56 $59.95 $3,357.20

7/31/2007 Open Market Sale -3 $59.96 $179.88

7/31/2007 Open Market Sale -20 $59.97 $1,199.40

7/31/2007 Open Market Sale -8 $59.99 $479.92

7/31/2007 Open Market Sale -304 $60.00 $18,240.00

7/31/2007 Open Market Sale -231 $60.01 $13,862.31

7/31/2007 Open Market Sale -76 $60.02 $4,561.52

7/31/2007 Open Market Sale -43 $60.03 $2,581.29

7/31/2007 Open Market Sale -11 $60.04 $660.44

7/31/2007 Open Market Sale -220 $60.05 $13,211.00

7/31/2007 Open Market Sale -84 $60.06 $5,045.04

7/31/2007 Open Market Sale -105 $60.07 $6,307.35

7/31/2007 Open Market Sale -22 $60.08 $1,321.76

7/31/2007 Open Market Sale -537 $60.10 $32,273.70

7/31/2007 Open Market Sale -3 $60.11 $180.33

7/31/2007 Open Market Sale -45 $60.12 $2,705.40

7/31/2007 Open Market Sale -147 $60.13 $8,839.11

7/31/2007 Open Market Sale -83 $60.14 $4,991.62

9/25/2007 Exercise of Conv of derivative sec 4,700 $0.51 -$2,397.00

9/25/2007 Open Market Sale -4,130 $64.90 $268,037.00

9/25/2007 Open Market Sale -570 $64.93 $37,010.10


9/26/2007 Open Market Sale -17,533 $64.90 $1,137,891.70

9/26/2007 Open Market Sale -1,080 $64.91 $70,102.80

9/26/2007 Open Market Sale -7,150 $64.92 $464,178.00

9/26/2007 Open Market Sale -5,860 $64.93 $380,489.80

9/26/2007 Open Market Sale -600 $64.94 $38,964.00

9/26/2007 Open Market Sale -2,865 $64.95 $186,081.75

9/26/2007 Open Market Sale -600 $64.96 $38,976.00

9/26/2007 Open Market Sale -600 $64.97 $38,982.00

19

9/26/2007 Open Market Sale -385 $64.98 $25,017.30

9/26/2007 Open Market Sale -50 $64.99 $3,249.50

9/26/2007 Open Market Sale -6,252 $65.00 $406,380.00

9/26/2007 Open Market Sale -80 $65.04 $5,203.20

9/26/2007 Open Market Sale -100 $65.05 $6,505.00

9/26/2007 Open Market Sale -100 $65.06 $6,506.00

9/26/2007 Open Market Sale -1,320 $65.07 $85,892.40

9/26/2007 Open Market Sale -425 $65.08 $27,659.00


9/27/2007 Open Market Sale -35,000 $64.90 $2,271,500.00

9/27/2007 Open Market Sale -3,300 $65.25 $215,325.00

9/27/2007 Open Market Sale -2,000 $65.41 $130,820.00

9/27/2007 Open Market Sale -4,500 $65.54 $294,930.00

9/27/2007 Open Market Sale -2,500 $65.56 $163,900.00

9/27/2007 Open Market Sale -3,000 $65.60 $196,800.00

-42,484 $10,699,014.63

Ronald L. Frasch 7/31/2007 Exercise of Conv of derivative sec 15,000 $19.61 -$294,150.00

7/31/2007 Open Market Sale -192 $59.75 $11,472.00

7/31/2007 Open Market Sale -2,804 $59.76 $167,567.04

7/31/2007 Open Market Sale -1,496 $59.77 $89,415.92

7/31/2007 Open Market Sale -300 $59.78 $17,934.00

7/31/2007 Open Market Sale -200 $59.80 $11,960.00

7/31/2007 Open Market Sale -100 $59.81 $5,981.00

7/31/2007 Open Market Sale -4,800 $59.85 $287,280.00

7/31/2007 Open Market Sale -1,400 $59.86 $83,804.00

7/31/2007 Open Market Sale -600 $59.87 $35,922.00

7/31/2007 Open Market Sale -400 $59.88 $23,952.00

7/31/2007 Open Market Sale -100 $59.89 $5,989.00

7/31/2007 Open Market Sale -1,000 $59.92 $59,920.00

7/31/2007 Open Market Sale -100 $59.93 $5,993.00

7/31/2007 Open Market Sale -604 $59.95 $36,209.80

7/31/2007 Open Market Sale -904 $59.97 $54,212.88

0 $603,462.64

Michael C. Margolis 8/1/2007 Exercise of Conv of derivative sec 11,668 $2.85 -$33,253.80

8/1/2007 Open Market Sale -19 $56.71 $1,077.49

8/1/2007 Open Market Sale -11,649 $58.50 $681,466.50


9/4/2007 Open Market Sale -936 $58.50 $54,756.00

9/4/2007 Open Market Sale -79 $59.07 $4,666.53

20

9/4/2007 Open Market Sale -8 $59.08 $472.64

9/4/2007 Open Market Sale -158 $59.09 $9,336.22

9/4/2007 Open Market Sale -708 $59.10 $41,842.80

9/4/2007 Open Market Sale -394 $59.18 $23,316.92

9/4/2007 Open Market Sale -1,812 $59.20 $107,270.40

9/4/2007 Open Market Sale -710 $59.21 $42,039.10

9/4/2007 Open Market Sale -157 $59.22 $9,297.54

9/4/2007 Open Market Sale -236 $59.23 $13,978.28

9/4/2007 Open Market Sale -788 $59.24 $46,681.12

9/4/2007 Open Market Sale -236 $59.25 $13,983.00

9/4/2007 Open Market Sale -473 $59.26 $28,029.98

9/4/2007 Open Market Sale -236 $59.27 $13,987.72

9/4/2007 Open Market Sale -315 $59.28 $18,673.20

9/4/2007 Open Market Sale -1,172 $59.29 $69,487.88

9/4/2007 Open Market Sale -316 $59.30 $18,738.80

9/4/2007 Open Market Sale -787 $59.31 $46,676.97

9/4/2007 Open Market Sale -158 $59.32 $9,372.56

9/4/2007 Open Market Sale -79 $59.34 $4,687.86

9/4/2007 Open Market Sale -237 $59.35 $14,065.95

9/4/2007 Open Market Sale -158 $59.36 $9,378.88

9/4/2007 Open Market Sale -866 $59.37 $51,414.42

9/4/2007 Open Market Sale -649 $59.63 $38,699.87


10/1/2007 Open Market Sale -620 $66.49 $41,223.80

10/1/2007 Open Market Sale -1,103 $66.50 $73,349.50

10/1/2007 Open Market Sale -1,482 $66.51 $98,567.82

10/1/2007 Open Market Sale -966 $66.52 $64,258.32

10/1/2007 Open Market Sale -1,654 $66.53 $110,040.62

10/1/2007 Open Market Sale -1,378 $66.55 $91,705.90

10/1/2007 Open Market Sale -689 $66.60 $45,887.40

10/1/2007 Open Market Sale -310 $66.61 $20,649.10

10/1/2007 Open Market Sale -379 $66.62 $25,248.98

10/1/2007 Open Market Sale -207 $66.64 $13,794.48

10/1/2007 Open Market Sale -296 $66.80 $19,772.80

10/1/2007 Open Market Sale -172 $66.88 $11,503.36

10/1/2007 Open Market Sale -689 $66.90 $46,094.10

10/1/2007 Open Market Sale -393 $67.00 $26,331.00

10/1/2007 Open Market Sale -7 $67.03 $469.21

10/1/2007 Open Market Sale -14 $67.04 $938.56

10/1/2007 Open Market Sale -276 $67.09 $18,516.84

10/1/2007 Open Market Sale -207 $67.19 $13,908.33

10/1/2007 Open Market Sale -172 $67.21 $11,560.12

10/1/2007 Open Market Sale -69 $67.36 $4,647.84

10/1/2007 Open Market Sale -172 $67.40 $11,592.80

10/1/2007 Open Market Sale -207 $67.62 $13,997.34

21

10/1/2007 Open Market Sale -207 $67.72 $14,018.04

0 $2,051,710.64

John P. McCarvel 8/1/2007 Open Market Sale -9,742 $58.27 $567,676.08

8/1/2007 Open Market Sale -11,766 $58.28 $685,687.18

8/1/2007 Open Market Sale -13,577 $58.29 $791,335.45

8/1/2007 Open Market Sale -6,332 $58.30 $369,155.60

8/1/2007 Open Market Sale -20,583 $58.34 $1,200,812.22

8/1/2007 Open Market Sale -13,000 $58.48 $760,240.00

-75,000 $4,374,906.53

Michael E. Marks 8/1/2007 Open Market Sale -50,000 $59.00 $2,950,000.00

8/2/2007 Open Market Sale -1,000 $59.05 $59,050.00

8/2/2007 Open Market Sale -900 $59.06 $53,154.00

8/2/2007 Open Market Sale -300 $59.07 $17,721.00

8/2/2007 Open Market Sale -2,200 $59.08 $129,976.00

8/2/2007 Open Market Sale -2,800 $59.09 $165,452.00

8/2/2007 Open Market Sale -2,675 $59.10 $158,092.50

8/2/2007 Open Market Sale -800 $59.11 $47,288.00

8/2/2007 Open Market Sale -2,650 $59.12 $156,668.00

8/2/2007 Open Market Sale -5,600 $59.13 $331,128.00

8/2/2007 Open Market Sale -1,500 $59.14 $88,710.00

8/2/2007 Open Market Sale -1,425 $59.15 $84,288.75

8/2/2007 Open Market Sale -4,996 $59.16 $295,563.36

8/2/2007 Open Market Sale -1,800 $59.17 $106,506.00

8/2/2007 Open Market Sale -2,800 $59.18 $165,704.00

8/2/2007 Open Market Sale -1,500 $59.19 $88,785.00

8/2/2007 Open Market Sale -1,401 $59.20 $82,939.20

8/2/2007 Open Market Sale -1,298 $59.21 $76,854.58

8/2/2007 Open Market Sale -5,406 $59.22 $320,143.32

8/2/2007 Open Market Sale -500 $59.23 $29,615.00

8/2/2007 Open Market Sale -1,099 $59.24 $65,104.76

8/2/2007 Open Market Sale -3,200 $59.25 $189,600.00

8/2/2007 Open Market Sale -1,800 $59.26 $106,668.00

8/2/2007 Open Market Sale -2,050 $59.27 $121,503.50

8/2/2007 Open Market Sale -1,700 $59.28 $100,776.00

8/2/2007 Open Market Sale -3,000 $59.29 $177,870.00

8/2/2007 Open Market Sale -1,000 $59.30 $59,300.00

8/2/2007 Open Market Sale -700 $59.31 $41,517.00

8/2/2007 Open Market Sale -2,000 $59.32 $118,640.00

8/2/2007 Open Market Sale -2,200 $59.33 $130,526.00

8/2/2007 Open Market Sale -12,460 $59.65 $743,239.00

8/2/2007 Open Market Sale -900 $59.66 $53,694.00

8/2/2007 Open Market Sale -1,555 $59.67 $92,786.85

8/2/2007 Open Market Sale -1,900 $59.68 $113,392.00

22

8/2/2007 Open Market Sale -800 $59.69 $47,752.00

8/2/2007 Open Market Sale -400 $59.70 $23,880.00

8/2/2007 Open Market Sale -1,200 $59.71 $71,652.00

8/2/2007 Open Market Sale -1,000 $59.72 $59,720.00

8/2/2007 Open Market Sale -500 $59.73 $29,865.00

8/2/2007 Open Market Sale -400 $59.74 $23,896.00

8/2/2007 Open Market Sale -400 $59.75 $23,900.00

8/2/2007 Open Market Sale -400 $59.76 $23,904.00

8/2/2007 Open Market Sale -100 $59.77 $5,977.00

8/2/2007 Open Market Sale -200 $59.81 $11,962.00

8/2/2007 Open Market Sale -200 $59.82 $11,964.00

8/2/2007 Open Market Sale -200 $59.83 $11,966.00

8/2/2007 Open Market Sale -200 $59.84 $11,968.00

8/2/2007 Open Market Sale -500 $59.34 $29,670.00

8/2/2007 Open Market Sale -12,607 $59.35 $748,225.45

8/2/2007 Open Market Sale -2,693 $59.36 $159,856.48

8/2/2007 Open Market Sale -2,300 $59.37 $136,551.00

8/2/2007 Open Market Sale -3,000 $59.38 $178,140.00

8/2/2007 Open Market Sale -2,600 $59.39 $154,414.00

8/2/2007 Open Market Sale -500 $59.40 $29,700.00

8/2/2007 Open Market Sale -100 $59.41 $5,941.00

8/2/2007 Open Market Sale -800 $59.42 $47,536.00

8/2/2007 Open Market Sale -200 $59.43 $11,886.00

8/2/2007 Open Market Sale -900 $59.44 $53,496.00

8/2/2007 Open Market Sale -600 $59.45 $35,670.00

8/2/2007 Open Market Sale -100 $59.46 $5,946.00

8/2/2007 Open Market Sale -700 $59.47 $41,629.00

8/2/2007 Open Market Sale -400 $59.48 $23,792.00

8/2/2007 Open Market Sale -384 $59.49 $22,844.16

8/2/2007 Open Market Sale -600 $59.50 $35,700.00

8/2/2007 Open Market Sale -300 $59.51 $17,853.00

8/2/2007 Open Market Sale -116 $59.52 $6,904.32

8/2/2007 Open Market Sale -200 $59.53 $11,906.00

8/2/2007 Open Market Sale -1,600 $59.55 $95,280.00

8/2/2007 Open Market Sale -100 $59.56 $5,956.00

8/2/2007 Open Market Sale -100 $59.57 $5,957.00

8/2/2007 Open Market Sale -2,900 $59.58 $172,782.00

8/2/2007 Open Market Sale -3,000 $59.59 $178,770.00

8/2/2007 Open Market Sale -13,800 $59.60 $822,480.00

8/2/2007 Open Market Sale -2,300 $59.61 $137,103.00

8/2/2007 Open Market Sale -7,490 $59.62 $446,553.80

8/2/2007 Open Market Sale -1,300 $59.63 $77,519.00

8/2/2007 Open Market Sale -4,695 $59.64 $280,009.80

8/21/2007 Open Market Sale -6,800 $56.50 $384,200.00

8/21/2007 Open Market Sale -200 $56.51 $11,302.00

8/21/2007 Open Market Sale -2,900 $56.52 $163,908.00

23

8/21/2007 Open Market Sale -5,730 $56.53 $323,916.90

8/21/2007 Open Market Sale -1,000 $56.54 $56,540.00

8/21/2007 Open Market Sale -3,000 $56.55 $169,650.00

8/21/2007 Open Market Sale -3,500 $56.56 $197,960.00

8/21/2007 Open Market Sale -9,606 $56.57 $543,411.42

8/21/2007 Open Market Sale -4,700 $56.58 $265,926.00

8/21/2007 Open Market Sale -1,900 $56.59 $107,521.00

8/21/2007 Open Market Sale -3,764 $56.60 $213,042.40

8/21/2007 Open Market Sale -1,300 $56.61 $73,593.00

8/21/2007 Open Market Sale -5,000 $56.62 $283,100.00

8/21/2007 Open Market Sale -6,100 $56.63 $345,443.00

8/21/2007 Open Market Sale -4,613 $56.64 $261,280.32

8/21/2007 Open Market Sale -3,100 $56.65 $175,615.00

8/21/2007 Open Market Sale -800 $56.66 $45,328.00

8/21/2007 Open Market Sale -7,400 $56.67 $419,358.00

8/21/2007 Open Market Sale -700 $56.68 $39,676.00

8/21/2007 Open Market Sale -4,900 $56.69 $277,781.00

8/21/2007 Open Market Sale -5,863 $56.70 $332,432.10

8/21/2007 Open Market Sale -2,500 $56.71 $141,775.00

8/21/2007 Open Market Sale -1,674 $56.72 $94,949.28

8/21/2007 Open Market Sale -2,400 $56.74 $136,176.00

8/21/2007 Open Market Sale -1,400 $56.75 $79,450.00

8/21/2007 Open Market Sale -1,000 $56.76 $56,760.00

8/21/2007 Open Market Sale -2,200 $56.77 $124,894.00

8/21/2007 Open Market Sale -400 $56.78 $22,712.00

8/21/2007 Open Market Sale -1,150 $56.79 $65,308.50

8/21/2007 Open Market Sale -200 $56.81 $11,362.00

8/21/2007 Open Market Sale -1,400 $56.82 $79,548.00

8/21/2007 Open Market Sale -1,000 $56.83 $56,830.00

8/21/2007 Open Market Sale -1,800 $56.84 $102,312.00


8/27/2007 Open Market Sale -1,255 $60.00 $75,300.00

8/27/2007 Open Market Sale -5,065 $60.01 $303,945.59

8/27/2007 Open Market Sale -5,000 $60.02 $300,085.00

8/27/2007 Open Market Sale -200 $60.02 $12,004.00

8/27/2007 Open Market Sale -800 $60.02 $48,016.80

8/27/2007 Open Market Sale -5,000 $60.05 $300,265.00

8/27/2007 Open Market Sale -3,000 $60.07 $180,210.00

8/27/2007 Open Market Sale -5,000 $60.10 $300,475.00

8/27/2007 Open Market Sale -3,800 $60.11 $228,406.60

8/27/2007 Open Market Sale -5,100 $60.15 $306,785.40

-300,000 $19,561,834.94

Ronald R. Snyder 7/31/2007 Exercise of Conv of derivative sec 19,468 $0.51 -$9,928.68

24

7/31/2007 Exercise of Conv of derivative sec 215,370 $10.50 -$2,261,385.00

7/31/2007 Open Market Sale -26,200 $59.00 $1,545,800.00

7/31/2007 Open Market Sale -3,100 $59.01 $182,931.00

7/31/2007 Open Market Sale -3,100 $59.02 $182,962.00

7/31/2007 Open Market Sale -1,200 $59.03 $70,836.00

7/31/2007 Open Market Sale -3,700 $59.04 $218,448.00

7/31/2007 Open Market Sale -1,918 $59.05 $113,257.90

7/31/2007 Open Market Sale -1,600 $59.06 $94,496.00

7/31/2007 Open Market Sale -1,867 $59.07 $110,283.69

7/31/2007 Open Market Sale -1,215 $59.08 $71,782.20

7/31/2007 Open Market Sale -600 $59.09 $35,454.00

7/31/2007 Open Market Sale -3,065 $59.10 $181,141.50

7/31/2007 Open Market Sale -1,670 $59.11 $98,713.70

7/31/2007 Open Market Sale -2,000 $59.12 $118,240.00

7/31/2007 Open Market Sale -458 $59.13 $27,081.54

7/31/2007 Open Market Sale -300 $59.14 $17,742.00

7/31/2007 Open Market Sale -300 $59.15 $17,745.00

7/31/2007 Open Market Sale -930 $59.16 $55,018.80

7/31/2007 Open Market Sale -200 $59.17 $11,834.00

7/31/2007 Open Market Sale -1,477 $59.18 $87,408.86

7/31/2007 Open Market Sale -100 $59.19 $5,919.00

7/31/2007 Open Market Sale -565 $59.20 $33,448.00

7/31/2007 Open Market Sale -900 $59.21 $53,289.00

7/31/2007 Open Market Sale -2,503 $59.22 $148,227.66

7/31/2007 Open Market Sale -1,569 $59.23 $92,931.87

7/31/2007 Open Market Sale -266 $59.24 $15,757.84

7/31/2007 Open Market Sale -5,425 $59.25 $321,431.25

7/31/2007 Open Market Sale -2,100 $59.26 $124,446.00

7/31/2007 Open Market Sale -1,565 $59.27 $92,757.55

7/31/2007 Open Market Sale -5,100 $59.28 $302,328.00

7/31/2007 Open Market Sale -434 $59.29 $25,731.86

7/31/2007 Open Market Sale -2,082 $59.30 $123,462.60

7/31/2007 Open Market Sale -2,100 $59.31 $124,551.00

7/31/2007 Open Market Sale -5,869 $59.32 $348,149.08

7/31/2007 Open Market Sale -3,900 $59.33 $231,387.00

7/31/2007 Open Market Sale -3,435 $59.34 $203,832.90

7/31/2007 Open Market Sale -1,000 $59.35 $59,350.00

7/31/2007 Open Market Sale -7,310 $59.36 $433,921.60

7/31/2007 Open Market Sale -8,639 $59.37 $512,897.43

7/31/2007 Open Market Sale -3,963 $59.38 $235,322.94

7/31/2007 Open Market Sale -2,615 $59.39 $155,304.85

7/31/2007 Open Market Sale -14,317 $59.40 $850,429.80

7/31/2007 Open Market Sale -7,690 $59.41 $456,862.90

7/31/2007 Open Market Sale -5,738 $59.42 $340,951.96

7/31/2007 Open Market Sale -6,140 $59.43 $364,900.20

25

7/31/2007 Open Market Sale -5,584 $59.44 $331,912.96

7/31/2007 Open Market Sale -4,300 $59.45 $255,635.00

7/31/2007 Open Market Sale -9,600 $59.46 $570,816.00

7/31/2007 Open Market Sale -6,335 $59.47 $376,742.45

7/31/2007 Open Market Sale -4,032 $59.48 $239,823.36

7/31/2007 Open Market Sale -2,696 $59.49 $160,385.04

7/31/2007 Open Market Sale -4,967 $59.50 $295,536.50

7/31/2007 Open Market Sale -2,324 $59.51 $138,301.24

7/31/2007 Open Market Sale -2,504 $59.52 $149,038.08

7/31/2007 Open Market Sale -2,757 $59.53 $164,124.21

7/31/2007 Open Market Sale -1,700 $59.54 $101,218.00

7/31/2007 Open Market Sale -8,120 $59.55 $483,546.00

7/31/2007 Open Market Sale -4,628 $59.56 $275,643.68

7/31/2007 Open Market Sale -3,516 $59.57 $209,448.12

7/31/2007 Open Market Sale -2,784 $59.58 $165,870.72

7/31/2007 Open Market Sale -5,800 $59.59 $345,622.00

7/31/2007 Open Market Sale -7,700 $59.60 $458,920.00

7/31/2007 Open Market Sale -5,000 $59.61 $298,050.00

7/31/2007 Open Market Sale -2,700 $59.62 $160,974.00

7/31/2007 Open Market Sale -2,100 $59.63 $125,223.00

7/31/2007 Open Market Sale -1,800 $59.64 $107,352.00

7/31/2007 Open Market Sale -2,200 $59.65 $131,230.00

7/31/2007 Open Market Sale -900 $59.66 $53,694.00

7/31/2007 Open Market Sale -300 $59.67 $17,901.00

7/31/2007 Open Market Sale -2,610 $60.19 $157,095.90



9/25/2007 Open Market Sale -36,033 $64.60 $2,327,731.80

9/25/2007 Open Market Sale -1,700 $64.61 $109,837.00

9/25/2007 Open Market Sale -12,912 $64.62 $834,373.44

9/25/2007 Open Market Sale -6,002 $64.63 $387,909.26

9/25/2007 Open Market Sale -6,687 $64.64 $432,247.68

9/25/2007 Open Market Sale -7,925 $64.65 $512,351.25

9/25/2007 Open Market Sale -2,800 $64.66 $181,048.00

9/25/2007 Open Market Sale -1,693 $64.67 $109,486.31

9/25/2007 Open Market Sale -4,672 $64.68 $302,184.96

9/25/2007 Open Market Sale -703 $64.69 $45,477.07

9/25/2007 Open Market Sale -2,200 $64.70 $142,340.00

9/25/2007 Open Market Sale -4,868 $64.71 $315,008.28

9/25/2007 Open Market Sale -2,405 $64.72 $155,651.60

9/25/2007 Open Market Sale -289 $64.74 $18,709.86

9/25/2007 Open Market Sale -85 $64.75 $5,503.75

9/25/2007 Open Market Sale -100 $64.77 $6,477.00

9/25/2007 Open Market Sale -200 $64.78 $12,956.00

26

9/25/2007 Open Market Sale -1,200 $64.81 $77,772.00

10/1/2007 Grant, Award acquisition 31,304 $0.00 $0.00

10/1/2007 Open Market Sale -3,427 $66.49 $227,861.23

10/1/2007 Open Market Sale -6,093 $66.50 $405,184.50

10/1/2007 Open Market Sale -8,187 $66.51 $544,517.37

10/1/2007 Open Market Sale -5,331 $66.52 $354,618.12

10/1/2007 Open Market Sale -9,139 $66.53 $608,017.67

10/1/2007 Open Market Sale -7,616 $66.55 $506,844.80

10/1/2007 Open Market Sale -3,808 $66.60 $253,612.80

10/1/2007 Open Market Sale -1,714 $66.61 $114,169.54

10/1/2007 Open Market Sale -2,094 $66.62 $139,502.28

10/1/2007 Open Market Sale -1,142 $66.64 $76,102.88

10/1/2007 Open Market Sale -1,634 $66.80 $109,151.20

10/1/2007 Open Market Sale -952 $66.88 $63,669.76

10/1/2007 Open Market Sale -3,808 $66.90 $254,755.20

10/1/2007 Open Market Sale -2,170 $67.00 $145,390.00

10/1/2007 Open Market Sale -38 $67.03 $2,547.14

10/1/2007 Open Market Sale -76 $67.04 $5,095.04

10/1/2007 Open Market Sale -1,524 $67.09 $102,245.16

10/1/2007 Open Market Sale -1,142 $67.19 $76,730.98

10/1/2007 Open Market Sale -952 $67.21 $63,983.92

10/1/2007 Open Market Sale -381 $67.36 $25,664.16

10/1/2007 Open Market Sale -952 $67.40 $64,164.80

10/1/2007 Open Market Sale -1,142 $67.62 $77,222.04

10/1/2007 Open Market Sale -1,142 $67.72 $77,336.24

10/1/2007 Exercise of Conv of derivative sec 9,734 $0.00 $0.00



10/3/2007 Open Market Sale -16,804 $68.50 $1,151,074.00

10/3/2007 Open Market Sale -472 $68.51 $32,336.72

10/3/2007 Open Market Sale -331 $68.52 $22,680.12

10/3/2007 Open Market Sale -7,129 $68.53 $488,550.37

10/3/2007 Open Market Sale -7,271 $68.56 $498,499.76

10/3/2007 Open Market Sale -282 $68.57 $19,336.74

10/3/2007 Open Market Sale -2,361 $68.69 $162,177.09

10/3/2007 Open Market Sale -2,361 $68.74 $162,295.14

10/3/2007 Open Market Sale -9,444 $68.78 $649,558.32

10/3/2007 Open Market Sale -7,083 $68.80 $487,310.40

-64,972 $25,707,789.76

Thomas J. Smach 10/15/2007 Exercise of Conv of derivative sec 2 $1.69 -$3.38

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10/15/2007 Open Market Sale -8,807 $69.00 $607,683.00


10/31/2007 Open Market Sale -10,000 $75.00 $750,000.00

0 $1,127,449.47

TOTALS: -482,456 $64,126,169

VIII. APPLICABILITY OF PRESUMPTION OF RELIANCE

UNDER THE FRAUD-ON-THE-MARKET DOCTRINE

58. At all relevant times, the market for Crocs securities was efficient for the

following reasons, among others:

1.6 Crocs’s stock met the requirements for listing, and was listed and

actively traded on the NASDAQ, a highly efficient and automated market;

1.7 As a regulated issuer, Crocs filed periodic public reports with the

SEC; and

1.8 Crocs regularly communicated with public investors via

established market communication mechanisms, including through regular disseminations of

press releases on the national circuits of major newswire services and through other wide-

ranging public disclosures, such as communications with the financial press and other similar

reporting services.

59. As a result of the foregoing, the market for Crocs’s securities promptly digested

current information regarding Crocs from all publicly available sources and reflected such

information in Crocs’s stock price. Under these circumstances, all purchasers of Crocs securities

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during the Class Period suffered similar injury through their purchase of Crocs securities at

artificially inflated prices and a presumption of reliance applies.

IX. NO SAFE HARBOR

60. The statutory safe harbor provided for forward-looking statements under certain

circumstances does not apply to any of the allegedly false statements pleaded in this complaint.

Many of the specific statements pleaded herein were not identified as “forward-looking

statements” when made. To the extent there were any forward-looking statements, there were no

meaningful cautionary statements identifying important factors that could cause actual results to

differ materially from those in the purportedly forward-looking statements. Alternatively, to the

extent that the statutory safe harbor does apply to any forward-looking statements pleaded

herein, defendants are liable for those false forward-looking statements because at the time each

of those forward-looking statements was made, the particular speaker knew that the particular

forward-looking statement was false, and/or the forward-looking statement was authorized

and/or approved by an executive officer of Crocs who knew that those statements were false

when made.

COUNT ONE

Violation of Section 10(b) of The Exchange Act And Rule 10b-5 Promulgated Thereunder Against All Defendants

61. Plaintiff incorporates by reference paragraphs 1 though 60 above as if set forth

herein.

62. During the Class Period, defendants carried out a plan, scheme and course of

conduct which was intended to and, throughout the Class Period, did: (i) deceive the investing

public, including plaintiff and other Class members, as alleged herein; and (ii) cause plaintiff and

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other members of the Class to purchase Crocs securities at artificially inflated prices. In

furtherance of this unlawful scheme, plan and course of conduct, defendants, and each of them,

took the actions set forth herein.

63. Defendants: (a) employed devices, schemes, and artifices to defraud; (b) made

untrue statements of material fact and/or omitted to state material facts necessary to make the

statements not misleading; and (c) engaged in acts, practices, and a course of business which

operated as a fraud and deceit upon the purchasers of the Company’s securities in an effort to

maintain artificially high market prices for Crocs securities in violation of Section 10(b) of the

Exchange Act and Rule 10b-5 promulgated thereunder. All defendants are sued either as

primary participants in the wrongful and illegal conduct charged herein or as controlling persons

as alleged below.

64. Defendants, individually and in concert, directly and indirectly, by the use, means

or instrumentalities of interstate commerce and/or of the mails, engaged and participated in a

continuous course of conduct to conceal adverse material information about the business,

operations and future prospects of Crocs as specified herein.

65. These defendants employed devices, schemes and artifices to defraud, while in

possession of material adverse non-public information and engaged in acts, practices, and a

course of conduct as alleged herein in an effort to assure investors of Crocs value and

performance and continued substantial growth, which included the making of, or the

participation in the making of, untrue statements of material facts and omitting to state material

facts necessary to make the statements made about Crocs and its business operations and future

prospects in the light of the circumstances under which they were made, not misleading, as set

30

forth more particularly herein, and engaged in transactions, practices and a course of business

which operated as a fraud and deceit upon the purchasers of Crocs securities during the Class

Period.

66. Each of the Individual Defendants’ primary liability, and controlling person

liability, arises from the following facts: (i) the Individual Defendants were high-level executives

and/or directors at the Company during the Class Period and members of the Company’s

management team or had control thereof; (ii) each of these defendants, by virtue of their

responsibilities and activities as a senior officer and/or director of the Company was privy to and

participated in the creation, development and reporting of the Company’s internal budgets, plans,

projections and/or reports; (iii) each of these defendants enjoyed significant personal contact and

familiarity with the other defendants and was advised of and had access to other members of the

Company’s management team, internal reports and other data and information about the

Company’s finances, operations, and sales at all relevant times; and (iv) each of these defendants

was aware of the Company’s dissemination of information to the investing public which they

knew or recklessly disregarded was materially false and misleading.

67. The defendants had actual knowledge of the misrepresentations and omissions of

material facts set forth herein, or acted with reckless disregard for the truth in that they failed to

ascertain and to disclose such facts, even though such facts were available to them. Such

defendants’ material misrepresentations and/or omissions were done knowingly or recklessly and

for the purpose and effect of concealing Crocs operating condition and future business prospects

from the investing public and supporting the artificially inflated price of its securities. As

demonstrated by defendants’ misstatements of the Company’s business, operations and earnings

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throughout the Class Period, defendants, if they did not have actual knowledge of the

misrepresentations and omissions alleged, were reckless in failing to obtain such knowledge by

deliberately refraining from taking those steps necessary to discover whether those statements

were false or misleading.

68. As a result of the dissemination of the materially false and misleading information

and failure to disclose material facts, as set forth above, the market price of Crocs securities was

artificially inflated during the Class Period. In ignorance of the fact that the market prices of

Crocs publicly-traded securities were artificially inflated, and relying directly or indirectly on the

false and misleading statements made by defendants, or upon the integrity of the market in which

the securities trade, and/or on the absence of material adverse information that was known to or

recklessly disregarded by defendants but not disclosed in public statements by defendants during

the Class Period, plaintiff and the other members of the Class acquired Crocs securities during

the Class Period at artificially high prices and were damaged thereby.

69. At the time of said misrepresentations and omissions, plaintiff and other members

of the Class were ignorant of their falsity, and believed them to be true. Had plaintiff and the

other members of the Class and the marketplace known the truth regarding the true financial

position and operating conditions that Crocs was experiencing, which were not disclosed by

defendants, plaintiff and other members of the Class would not have purchased or otherwise

acquired their Crocs securities, or, if they had acquired such securities during the Class Period,

they would not have done so at the artificially inflated prices which they paid.

70. By virtue of the foregoing, defendants have violated Section 10(b) of the

Exchange Act, and Rule 10b-5 promulgated thereunder.

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71. As a direct and proximate result of defendants’ wrongful conduct, plaintiff and

the other members of the Class suffered damages in connection with their respective purchases

and sales of the Company’s securities during the Class Period.

COUNT TWO

Violation of Section 20(a) of The Exchange Act

Against Defendants Strauss and Hozie

72. Plaintiff incorporates by reference paragraphs 1 though 71 above as if set forth

herein.

73. The Individual Defendants acted as controlling persons of Crocs within the

meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their high-level

positions, and their ownership and contractual rights, participation in or awareness of the

Company’s operations or intimate knowledge of the false financial statements filed by the

Company with the SEC and disseminated to the investing public, the Individual Defendants had

the power to influence and control and did influence and control, directly or indirectly, the

decision-making of the Company, including the content and dissemination of the various

statements which plaintiff contends are false and misleading.

74. The Individual Defendants were provided with or had unlimited access to copies

of the Company’s reports, press releases, public filings and other statements alleged by plaintiff

to be misleading prior to or shortly after these statements were issued and had the ability to

prevent the issuance of the statements or cause the statements to be corrected.

75. In particular, each of these defendants had direct and supervisory involvement in

the day-to-day operations of the Company and, therefore, is presumed to have had the power to

control or influence the particular transactions giving rise to the securities violations as alleged

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herein, and exercised the same.

76. As set forth above, Crocs and the Individual Defendants each violated Section

10(b) and Rule 10b-5 by their acts and omissions as alleged in this Complaint. By virtue of their

positions as controlling persons, defendants Strauss and Hozie are liable pursuant to Section

20(a) of the Exchange Act.

77. As a direct and proximate result of defendants’ wrongful conduct, plaintiff and

other members of the Class suffered damages in connection with their purchases of the

Company’s securities during the Class Period.

PRAYER FOR RELIEF

WHEREFORE, plaintiff prays for relief and judgment, as follows:

A. determining that this action is a proper class action, designating plaintiff as Lead

Plaintiff and certifying plaintiff as Class Representative under Rule 23 of the Federal Rules of

Civil Procedure and plaintiff’s counsel as Lead Counsel;

B. awarding compensatory damages in favor of plaintiff and the other Class

members against all defendants, jointly and severally, for all damages sustained as a result of

defendants’ wrongdoing, in an amount to be proven at trial, including interest thereon;

C. awarding plaintiff and the Class their reasonable costs and expenses incurred in

this action, including counsel fees and expert fees; and

D. such other and further relief as the Court may deem just and proper.

JURY TRIAL DEMANDED

Pursuant to Federal Rule of Civil Procedure 38(a), plaintiff hereby demands a trial by

jury of all issues so triable.

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Dated: November 26th, 2007 JEFFREY M. VILLANUEVA PC

By: /s/Jeffrey M. Villanueva Jeffrey M. Villanueva

1999 Broadway Suite 2400 Denver, Colorado 80202 Telephone: (303) 295-7525 Facsimile: (303) 295-7511

WOLF HALDENSTEIN ADLER

FREEMAN & HERZ LLP Gregory M. Nespole Martin E. Restituyo 270 Madison Avenue New York, NY 10016 Telephone: (212) 545-4600 Facsimile: (212) 545-4653

LAW OFFICES OF BRUCE G. MURPHY

265 Llwyds Lane Vero Beach, Florida 32963 Telephone: (772) 231-4202 Attorneys for Plaintiff and the Class

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