8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2009

ev3 Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation) 000-51348
(Commission File Number) 32-0138874
(I.R.S. Employer Identification
Number)

9600 54^th Avenue North, Suite 100
Plymouth, Minnesota
(Address of Principal Executive Offices) 55442
(Zip Code)

(763) 398-7000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     On October 27, 2009, ev3 Inc. issued a press release announcing its financial results for its fiscal third quarter ended October 4, 2009. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference. ev3 also made available an accompanying presentation posted on the Investor Relations section of www.ev3.net. A copy of the presentation materials is furnished as Exhibit 99.2 to this report and is incorporated herein by reference.

     The information contained in Item 2.02 and Exhibits 99.1 and 99.2 to this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by ev3 Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued October 27, 2009
99.2	Presentation materials posted on the Investor Relations section of www.ev3.net

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 27, 2009	ev3 Inc.
	By:	/s/ Kevin M. Klemz
		Name:	Kevin M. Klemz
		Title:	Senior Vice President, Secretary and Chief Legal Officer

ev3 Inc.
CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
99.1	Press Release issued October 27, 2009	Furnished herewith
99.2	Presentation materials posted on the Investor Relations section of www.ev3.net	Furnished herewith

EX-99.1

Exhibit 99.1

	CONTACT INFORMATION:
	INVESTORS and MEDIA:
	Julie Tracy
	Sr. Vice President, Chief Communications Officer
	ev3 Inc.
	(949) 680-1375
	jtracy@ev3.net

ev3 Reports 2009 Third Quarter Financial Results

Third Quarter Net Product Sales Increase to $112.8 million; 15% Constant Currency Growth

Third Quarter GAAP EPS Reaches $0.06

Full-Year 2009 Revenue and Earnings Guidance Increased

PLYMOUTH, Minn. — October 27, 2009 — ev3 Inc. (NASDAQ: EVVV), a global endovascular device company, today reported financial results for its fiscal third quarter. ev3’s net sales totaled $112.8 million in the third quarter of 2009 versus $107.0 million in the same quarter of the prior year. Third quarter of 2008 net sales included $7.0 million of research collaboration revenues from our former agreement with Merck, which was terminated on July 22, 2008. Third quarter of 2009 net product sales of $112.8 million increased approximately 13% versus the prior year product sales. Excluding approximately $1.7 million of negative impact due to foreign currency exchange rates, net product sales increased 15% versus the prior year quarter.

Reconciliations of non-GAAP financial measures used in this release to the most comparable U.S. GAAP measures for the respective periods can be found immediately following the detail of net sales by geography later in this release.

Robert Palmisano, president and chief executive officer of ev3 Inc., commented, “We achieved another quarter of strong results, with exceptionally robust growth in our neurovascular and international businesses and sequential gross margin expansion of 250 basis points to 74.6%. We are also pleased by the addition of the Pipeline Embolization Device, which we launched in Europe during the third quarter, to our product portfolio.”

ev3’s GAAP net income for the third quarter of 2009 was $6.7 million, or $0.06 per diluted share, compared to a net loss of $(7.3) million, or $(0.07) per diluted share, in the third quarter of 2008. ev3’s non-GAAP adjusted net income was $19.4 million, or $0.17 per diluted share, compared to adjusted net income of $3.9 million, or $0.04 per diluted share, in the third quarter of 2008. Non-GAAP adjusted net income and adjusted earnings per share for the third quarter of 2009 excludes non-cash amortization expense of $6.8 million, non-cash stock-based compensation of $3.6 million and charges relating to the estimated change in fair value of the future contingent consideration associated with the acquisition of Chestnut Medical (Chestnut) of $2.3 million.

Cash and cash equivalents totaled $80.5 million as of the end of the third quarter of 2009, an increase of $20.1 million compared to the end of the second quarter of 2009.

Palmisano concluded, “Our third quarter results reflect the impact of our manufacturing efficiency improvements and the progress we have made to enhance our business processes and improve our operating leverage. For the remainder of 2009, our continued focus will be on achieving revenue growth at or above market growth rates, sustaining improvement in profitability and generating cash.”

Sales Review

By product segment, peripheral vascular net product sales increased 1% versus the prior year quarter and 2% on a constant currency basis. Excluding atherectomy, peripheral vascular net sales increased 6% on a constant currency basis. Neurovascular net sales, which include product sales from recently acquired Chestnut, increased 37% versus the prior year quarter and 39% on a constant currency basis.

On a geographic basis, ev3 U.S. net product sales increased approximately 8% versus the prior year quarter. International net product sales increased 21% versus the prior year quarter and 26% on a constant currency basis. Changes in foreign currency exchange rates had a negative impact of approximately $1.7 million on net sales compared to the third quarter of the prior year.

An investor presentation summarizing the company’s third quarter of 2009 results is available at http://ir.ev3.net.

Outlook

ev3 expects fiscal year 2009 net sales to be in the range of $446 to $450 million compared to $402.2 million of net product sales in 2008. Net product sales growth is expected to be approximately 11% to 12%. Foreign currency exchange rate fluctuations are expected to negatively impact revenue growth by $6 to $7 million in 2009 compared to 2008. ev3 expects non-GAAP adjusted earnings per share to be in the range of $0.58 to $0.62 per diluted share, an increase of $0.49 to $0.53 over 2008, based on approximately 109.1 million shares outstanding. ev3’s adjusted net earnings per share guidance excludes estimated amortization expense of approximately $25.0 million, inclusive of amortization relating to Chestnut of approximately $3.1 million, non-cash stock-based compensation of approximately $14.6 million, charges relating to the estimated change in fair value of the future contingent consideration associated with the Chestnut acquisition of $4.9 million, vacant leased facilities reserve expense of $3.4 million, gain on the divestiture of non-strategic investment assets of $4.1 million, and a tax benefit of $19.0 million resulting from the purchase accounting for the acquisition of Chestnut.

The company expects fourth quarter of 2009 net sales to be in the range of $124 to $128 million and non-GAAP adjusted earnings per share to be in the range of $0.20 to $0.24 per diluted share, based on approximately 112.8 million shares outstanding. ev3’s non-GAAP adjusted earnings per share for the fourth quarter of 2009 excludes estimated amortization expense of approximately $6.6 million, inclusive of amortization relating to Chestnut of approximately $1.4 million, non-cash stock-based compensation of approximately $3.6 million and charges relating to the estimated change in fair value of the future contingent consideration associated with the Chestnut acquisition of $2.4 million.

Earnings Call Information

ev3 will host a conference call today, October 27, 2009, beginning at 7:30 a.m. Central Time (8:30 a.m. Eastern Time) to review its results of operations for the third quarter of 2009 and future outlook, followed by a question and answer session.

The conference call will be available to interested parties through a live audio webcast at http://ir.ev3.net, where it will be archived and accessible for approximately 12 months. The live dial-in number for the call is 888-680-0878 (U.S.) or +1-617-213-4855 (International). The participant passcode is 66747346.

If you do not have access to the Internet and want to listen to an audio replay of the conference call, dial 888-286-8010 (U.S.) or +1-617-801-6888 (International) and enter passcode 11076648. The audio replay will be available beginning at 10:30 a.m. Central Time on Tuesday, October 27, 2009 until Tuesday, November 3, 2009.

About ev3 Inc.

Since its founding in 2000, ev3 has been dedicated to developing breakthrough and clinically proven technologies for the endovascular treatment of peripheral vascular and neurovascular diseases. The company offers a comprehensive portfolio of treatment options, including the primary interventional technologies used today — peripheral angioplasty balloons, stents, plaque excision systems, embolic protection devices, liquid embolics, embolization coils, flow diversion devices, thrombectomy catheters and occlusion balloons. More information about the company and its products can be found at http://www.ev3.net.

ev3, the ev3 logo, SilverHawk, Axium, Onyx, Solitaire, Pipeline and Alligator are trademarks of ev3 Inc. and its subsidiaries, registered in the U.S. and other countries. All other trademarks and trade names referred to in this press release are the property of their respective owners.

Forward-Looking Statements

Statements contained in this press release that relate to future, not past, events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements often can be identified by words such as “expect,” “anticipate,” “intend,” “will,” “may,” “believe,” “could,” “continue,” “future,” “estimate,” “outlook,” “guidance,” or the negative of these words or other words of similar meaning. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties and risks may cause ev3’s actual results to be materially different than those expressed in or implied by ev3’s forward-looking statements. For ev3, particular uncertainties and risks include, among others, ev3’s future operating results and financial performance, fluctuations in foreign currency exchange rates, the effect of the current global economic crisis, ev3’s ability to implement, fund and achieve sustainable cost savings measures that will better align its operating expenses with its anticipated net sales levels and reallocate resources to better support growth initiatives, the timing of regulatory approvals and introduction of new products, market acceptance of new products, success of clinical testing, availability of third party reimbursement, impact of competitive products and pricing, the effect of regulatory actions and the cost and effect of changes in tax and other legislation. More detailed information on these and additional factors that could affect ev3’s actual results are described in ev3’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. Except as required by law, ev3 undertakes no obligation to publicly update its forward-looking statements.

Use of Non-GAAP Financial Measures

To supplement ev3’s consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP), ev3 uses certain non-GAAP financial measures in this release. Reconciliations of the non-GAAP financial measures used in this release to the most comparable U.S. GAAP measures for the respective periods can be found in tables later in this release immediately following the detail of net sales by geography. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for ev3’s financial results prepared in accordance with GAAP.

ev3 Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(unaudited)

	For the Three Months Ended						For the Nine Months Ended
	October 4,			September 28,			October 4,			September 28,
	2009			2008			2009			2008
Sales:
Net product sales	$	112,838		$	100,018		$	322,319		$	296,577
Research collaboration		—			7,011			—			19,426
Net sales		112,838			107,029			322,319			316,003
Operating expenses:
Product cost of goods sold (a)		28,608			36,182			90,074			102,442
Research collaboration		—			2,100			—			5,647
Sales, general and administrative (a)		55,030			53,121			165,639			178,885
Research and development (a)		12,545			12,133			36,433			37,913
Amortization of intangible assets		6,802			8,101			18,444			24,285
Contingent consideration		2,271			—			2,467			—
Intangible asset impairment		—			—			—			10,459
Total operating expenses		105,256			111,637			313,057			359,631
Income (loss) from operations		7,582			(4,608	)		9,262			(43,628	)
Other expense (income):
Gain on investments, net		—			(142	)		(4,072	)		(542	)
Interest expense (income), net		140			49			575			(307	)
Other (income) expense, net		(143	)		2,279			1,354			192
Income (loss) before income taxes		7,585			(6,794	)		11,405			(42,971	)
Income tax expense (benefit)		849			516			(17,511	)		1,531
Net income (loss)	$	6,736		$	(7,310	)	$	28,916		$	(44,502	)
Earnings per share:
Net income (loss) per common share:
Basic	$	0.06		$	(0.07	)	$	0.27		$	(0.43	)
Diluted	$	0.06		$	(0.07	)	$	0.27		$	(0.43	)
Weighted average common shares outstanding:
Basic		110,507,687			104,474,600			107,080,500			104,276,029
Diluted		112,277,954			104,474,600			107,719,897			104,276,029

(a) Includes stock-based compensation charges of:
Product cost of goods sold	$	251	$	121	$	732	$	596
Sales, general and administrative		2,975		2,572		9,089		9,608
Research and development		400		366		1,128		1,478
	$	3,626	$	3,059	$	10,949	$	11,682

ev3 Inc.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
(unaudited)

	October 4,			December 31,
	2009			2008
Assets
Current assets
Cash and cash equivalents	$	80,504		$	59,652
Accounts receivable, less allowance of $8,585 and $8,098, respectively		79,320			72,814
Inventories, net		45,834			47,687
Prepaid expenses and other current assets		6,630			6,970
Total current assets		212,288			187,123
Restricted cash		3,581			1,531
Property and equipment, net		26,439			30,681
Goodwill		367,311			315,654
Intangible assets, net		261,710			185,292
Other assets		581			383
Total assets	$	871,910		$	720,664
Liabilities and stockholders’ equity
Current liabilities
Current portion of long-term debt	$	2,500		$	2,500
Accounts payable		18,590			15,657
Accrued compensation and benefits		28,657			29,547
Accrued liabilities		22,295			19,744
Total current liabilities		72,042			67,448
Long-term debt		4,583			6,458
Other long-term liabilities		58,083			6,217
Total liabilities		134,708			80,123
Stockholders’ equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized, none issued and outstanding as of October 4, 2009 and December 31, 2008		—			—
Common stock, $0.01 par value, 300,000,000 shares authorized, shares issued and outstanding: 112,182,735 shares as of October 4, 2009 and 105,822,444 shares as of December 31, 2008		1,122			1,058
Additional paid-in capital		1,824,406			1,756,832
Accumulated deficit		(1,087,745	)		(1,116,661	)
Accumulated other comprehensive loss		(581	)		(688	)
Total stockholders’ equity		737,202			640,541
Total liabilities and stockholders’ equity	$	871,910		$	720,664

ev3 Inc.
SELECTED NET SALES INFORMATION
(Dollars in thousands)
(unaudited)

	For the Three Months Ended							For the Nine Months Ended
	October 4,		September 28,					October 4,		September 28,
NET SALES BY SEGMENT	2009		2008		% change			2009		2008		% change
Peripheral vascular:
Atherectomy	$	19,607	$	20,992		-7	%	$	60,024	$	68,624		-13	%
Stents		28,787		26,772		8	%		86,620		77,932		11	%
Thrombectomy and embolic protection		7,319		6,938		5	%		23,280		19,990		16	%
Procedural support and other		11,898		12,184		-2	%		35,902		35,243		2	%
Total peripheral vascular		67,611		66,886		1	%		205,826		201,789		2	%
Neurovascular:
Embolic products		28,408		18,174		56	%		69,599		53,469		30	%
Neuro access and delivery products		16,819		14,958		12	%		46,894		41,319		13	%
Total neurovascular		45,227		33,132		37	%		116,493		94,788		23	%
Research collaboration		—		7,011		-100	%		—		19,426		-100	%
Total net sales	$	112,838	$	107,029		5	%	$	322,319	$	316,003		2	%

	For the Three Months Ended							For the Nine Months Ended
	October 4,		September 28,					October 4,		September 28,
NET SALES BY GEOGRAPHY	2009		2008		% change			2009		2008		% change
United States	$	68,430	$	70,452		-3	%	$	197,779	$	208,773		-5	%
International		44,408		36,577		21	%		124,540		107,230		16	%
Total net sales	$	112,838	$	107,029		5	%	$	322,319	$	316,003		2	%

ev3 Inc.
NON-GAAP FINANCIAL MEASURES

To supplement ev3’s consolidated financial statements prepared in accordance with GAAP, ev3 uses certain non-GAAP financial measures in this release. Reconciliations of the non-GAAP financial measures used in this release to the most comparable U.S. GAAP measures for the respective periods can be found in the tables below. In addition, an explanation of the manner in which ev3’s management uses these non-GAAP measures to conduct and evaluate its business, the economic substance behind management’s decision to use these non-GAAP measures, the substantive reasons why management believes that these non-GAAP measures provide useful information to investors, the material limitations associated with the use of these non-GAAP measures and the manner in which management compensates for those limitations is included following the reconciliation tables below.

ev3 Inc.
RECONCILIATION OF NET SALES TO
NON-GAAP NET SALES ON A CONSTANT CURRENCY BASIS
(Dollars in thousands)
(unaudited)

	For the Three Months Ended
	October 4, 2009						September 28, 2008					%
			Foreign						%			change
			exchange		Net sales				change			on a
			impact as		on a				of net			constant
	Net sales, as		compared to		constant		Net sales, as		sales, as			currency
	reported		prior period		currency basis		reported		reported			basis
Net product sales
Peripheral vascular:
Atherectomy	$	19,607	$	54	$	19,661	$	20,992		-7	%		-6	%
Stents		28,787		574		29,361		26,772		8	%		10	%
Thrombectomy and embolic protection		7,319		121		7,440		6,938		5	%		7	%
Procedural support and other		11,898		146		12,044		12,184		-2	%		-1	%
Total peripheral vascular		67,611		895		68,506		66,886		1	%		2	%
Neurovascular:
Embolic products		28,408		556		28,964		18,174		56	%		59	%
Neuro access and delivery products		16,819		270		17,089		14,958		12	%		14	%
Total neurovascular		45,227		826		46,053		33,132		37	%		39	%
Total net product sales		112,838		1,721		114,559		100,018		13	%		15	%
Research collaboration		—		—		—		7,011		-100	%		-100	%
Total net sales	$	112,838	$	1,721	$	114,559	$	107,029		5	%		7	%

ev3 Inc.
RECONCILIATION OF PERIPHERAL VASCULAR NET SALES TO
NON-GAAP LEGACY PERIPHERAL VASCULAR NET PRODUCT SALES ON A CONSTANT
CURRENCY BASIS AND
NON-GAAP TOTAL LEGACY NET PRODUCT SALES ON A CONSTANT CURRENCY BASIS
(Dollars in thousands)
(unaudited)

	For the Three Months Ended
	October 4, 2009						September 28, 2008					%
			Foreign						%			change
			exchange		Net sales				change			on a
			impact as		on a				of net			constant
	Net sales, as		compared to		constant		Net sales, as		sales, as			currency
	reported		prior period		currency basis		reported		reported			basis
Peripheral vascular segment net sales, as reported	$	67,611	$	895	$	68,506	$	66,886		1	%		2	%
Atherectomy		19,607		54		19,661		20,992		-7	%		-6	%
Legacy peripheral vascular net sales (non-GAAP)		48,004		841		48,845		45,894		5	%		6	%
Neurovascular net sales		45,227		826		46,053		33,132		37	%		39	%
Total legacy net product sales (non-GAAP)	$	93,231	$	1,667	$	94,898	$	79,026		18	%		20	%

ev3 Inc.
RECONCILIATION OF NET SALES BY GEOGRAPHY TO
NON-GAAP NET SALES BY GEOGRAPHY ON A CONSTANT CURRENCY BASIS
(Dollars in thousands)
(unaudited)

	For the Three Months Ended
	October 4, 2009						September 28, 2008					%
			Foreign						%			change
			exchange		Net sales				change			on a
			impact as		on a				of net			constant
	Net sales, as		compared to		constant		Net sales, as		sales, as			currency
	reported		prior period		currency basis		reported		reported			basis
United States	$	68,430	$	—	$	68,430	$	70,452		-3	%		-3	%
International		44,408		1,721		46,129		36,577		21	%		26	%
Total net sales	$	112,838	$	1,721	$	114,559	$	107,029		5	%		7	%

ev3 Inc.
RECONCILIATION OF U.S. NET SALES TO
NON-GAAP U.S. NET PRODUCT SALES
(Dollars in thousands)
(unaudited)

	For the Three Months Ended								For the Nine Months Ended
	October 4,		September 28,						October 4,		September 28,
	2009		2008			% change			2009		2008			% change
U.S. net sales, as reported	$	68,430	$	70,452			-3	%	$	197,779	$	208,773			-5	%
Research collaboration		—		(7,011	)		-100	%		—		(19,426	)		-100	%
U.S. net product sales (non-GAAP)	$	68,430	$	63,441			8	%	$	197,779	$	189,347			4	%

ev3 Inc.
RECONCILIATION OF NET INCOME (LOSS) TO
NON-GAAP ADJUSTED NET INCOME
(Dollars in thousands)
(unaudited)

	For the Three Months Ended					For the Nine Months Ended
	October 4,		September 28,			October 4,			September 28,
	2009		2008			2009			2008
Net income (loss), as reported	$	6,736	$	(7,310	)	$	28,916		$	(44,502	)
Amortization expense		6,802		8,101			18,444			24,285
Stock-based compensation		3,626		3,059			10,949			11,682
Contingent consideration		2,271		—			2,467			—
Intangible asset impairment		—		—			—			10,459
FoxHollow lease reserve adjustment		—		—			3,421			—
Realized gain on investments		—		—			(4,081	)		—
Non-cash tax benefit from acquisitions		—		—			(18,998	)		—
Non-GAAP adjusted net income	$	19,435	$	3,850		$	41,118		$	1,924

ev3 Inc.
RECONCILIATION OF NET INCOME (LOSS) PER DILUTED SHARE TO
NON-GAAP ADJUSTED NET EARNINGS PER DILUTED SHARE
(unaudited)

	For the Three Months Ended					For the Nine Months Ended
	October 4,		September 28,			October 4,			September 28,
	2009		2008			2009			2008
Net income (loss) per diluted share, as reported	$	0.06	$	(0.07	)	$	0.27		$	(0.43	)
Amortization expense		0.06		0.08			0.18			0.24
Stock-based compensation		0.03		0.03			0.10			0.11
Contingent consideration		0.02		—			0.02			—
Intangible asset impairment		—		—			—			0.10
FoxHollow lease reserve adjustment		—		—			0.03			—
Realized gain on investment		—		—			(0.04	)		—
Non-cash tax benefit from acquisitions		—		—			(0.18	)		—
Non-GAAP adjusted net earnings per diluted share	$	0.17	$	0.04		$	0.38		$	0.02
Weighted average diluted shares outstanding		112,277,954		104,474,600			107,719,897			104,276,029

ev3 Inc.
RECONCILIATION OF ESTIMATED NET EARNINGS PER DILUTED SHARE TO
ESTIMATED NON-GAAP ADJUSTED NET EARNINGS PER DILUTED SHARE
(unaudited)

	For the Three Months Ended				For the Twelve Months Ended
	December 31,		December 31,		December 31,			December 31,
	2009		2009		2009			2009
	Estimate (Low)		Estimate (High)		Estimate (Low)			Estimate (High)
Estimated net earnings per diluted share	$	0.09	$	0.13	$	0.36		$	0.40
Amortization expense		0.06		0.06		0.23			0.23
Stock-based compensation		0.03		0.03		0.13			0.13
Contingent consideration		0.02		0.02		0.05			0.05
FoxHollow lease reserve adjustment		—		—		0.03			0.03
Realized gain on investment		—		—		(0.04	)		(0.04	)
Non-cash tax benefit from acquisitions		—		—		(0.18	)		(0.18	)
Estimated non-GAAP adjusted net earnings per diluted share	$	0.20	$	0.24	$	0.58		$	0.62
Estimated weighted average diluted shares outstanding		112,800,000		112,800,000		109,100,000			109,100,000

Use and Economic Substance of Non-GAAP Financial Measures Used by ev3 and Usefulness of Such Non-GAAP Financial Measures to Investors

ev3 uses the non-GAAP financial measures described above as supplemental measures of performance and believes these measures facilitate operating performance comparisons from period to period and company to company by factoring out potential differences caused by acquisitions, dispositions, non-recurring, unusual or infrequent charges not related to ev3’s regular, ongoing business, variations in capital structure, tax positions, depreciation, non-cash charges and certain large and unpredictable charges. ev3’s management uses the non-GAAP financial measures used in this release to analyze the underlying trends in ev3’s business, assess the performance of ev3’s core operations, establish operational goals and forecasts that are used in allocating resources and evaluate ev3’s performance period over period and in relation to its competitors’ operating results. Additionally, ev3’s management is evaluated on the basis of some of these non-GAAP financial measures when determining achievement of their incentive compensation performance targets.

ev3 believes that presenting the non-GAAP financial measures used in this release provides investors greater transparency to the information used by ev3’s management for its financial and operational decision-making and allows investors to see ev3’s results “through the eyes” of management. ev3 also believes that providing this information better enables ev3’s investors to understand ev3’s operating performance and evaluate the methodology used by ev3’s management to evaluate and measure such performance. ev3’s management believes that non-GAAP financial measures are useful to investors to evaluate ev3’s performance period over period and in relation to its competitors’ operating results. Because ev3 historically has reported some of these non-GAAP results to the investment community, management also believes that the disclosure of these non-GAAP measures provides consistency in ev3’s financial reporting and facilitates investors’ understanding of ev3’s historic operating trends by providing an additional basis for comparisons to prior periods.

The following is an explanation of each of the items that management excluded from one or more of the non-GAAP financial measures used in this release and the reasons for excluding each of these individual items:

• Foreign exchange impact and estimated foreign exchange impact. The impact of foreign exchange rates is highly variable and difficult to predict. The foreign exchange impact is the impact from foreign exchange rates on current period sales compared to prior period sales using the prior period’s foreign exchange rates. Estimated foreign exchange impact is the estimated impact of foreign exchange rates on future net sales compared to prior period net sales using estimated future period foreign exchange rates. ev3’s management believes that in order to properly understand the underlying business trends and performance of ev3’s ongoing operations, management has found and investors may find it useful to consider the impact of excluding changes in foreign exchange rates from ev3’s net sales.

• Atherectomy net product sales. In the fourth quarter of 2007, ev3 acquired FoxHollow Technologies, Inc. (FoxHollow). Prior to this acquisition, ev3 did not recognize any atherectomy net sales. In addition to disclosing net sales and growth rates that are determined in accordance with GAAP, ev3’s management believes that in order to properly understand underlying business trends in and performance of ev3’s legacy peripheral vascular segment business, management has found and investors may find it useful to consider the impact of excluding atherectomy net product sales from ev3’s peripheral vascular net product sales and ev3’s total net product sales.

• Research collaboration revenue. As a result of the FoxHollow acquisition, ev3 was engaged in research collaboration with Merck & Co., Inc. (Merck). Prior to this acquisition, ev3 did not recognize any research collaboration revenue. This research collaboration was terminated by Merck effective in July 2008. ev3’s management believes that in order to properly understand underlying business trends in and performance of ev3’s ongoing operations, management has found and investors may find it useful to consider the impact of excluding research collaboration revenue from ev3’s net sales.

• Intangible asset impairment. During the second quarter of 2008, as a result of the termination of ev3’s research collaboration with Merck, ev3 recorded an asset impairment charge of $10.5 million to write off the remaining carrying value of the related Merck intangible asset that was established at the time of ev3’s acquisition of FoxHollow. In addition to disclosing net income that is determined in accordance with GAAP, ev3’s management believes that in order to properly understand the underlying business trends and performance of ev3’s ongoing operations, management has found and investors may find it useful to consider the impact of excluding the $10.5 million research collaboration asset impairment charges recorded by ev3 in the second quarter of 2008.

• FoxHollow lease reserve adjustment. In the first quarter of 2009, ev3 recorded an adjustment to its lease reserve for leases acquired in connection with the FoxHollow acquisition. This reserve adjustment is not indicative of ev3’s ongoing operating performance. Therefore, ev3’s management believes that in order to properly understand the underlying business trends and performance of ev3’s ongoing operations, management has found and investors may find it useful to consider the impact of excluding the $3.4 million lease reserve adjustment recorded by ev3 in the first quarter of 2009.

• Realized gain on the divestiture of non-strategic investment assets. In the first quarter of 2009, ev3 recorded a gain of $4.1 million on the sale of certain non-strategic investment assets. This gain was a one-time item and is not indicative of ev3’s ongoing operating performance. In order to properly understand the underlying business trends and performance of ev3’s ongoing operations, management has found and investors may find it useful to consider the impact of excluding the $4.1 million gain on the divestiture of non-strategic investment assets recorded by ev3 in the first quarter of 2009.

• Contingent consideration. In the second quarter of 2009, ev3 acquired Chestnut Medical Technologies, Inc. (Chestnut). Under the terms of the agreement and plan of merger with Chestnut, ev3 made an initial closing payment in the amount of $79.4 million. In addition to the initial closing payment, ev3 may be obligated to make an additional contingent consideration payment of up to $75 million if the Food and Drug Administration issues a letter granting pre-market approval for the commercialization of Chestnut’s Pipeline Embolization Device in the United States pursuant to an indication to treat intracranial aneurysms on or before December 31, 2012. At each reporting date, ev3 remeasures the contingent consideration at fair value until the contingency is resolved. The changes in fair value are recognized in ev3’s consolidated statements of operations. ev3’s management believes that in order to properly understand the underlying business trends and performance of ev3’s ongoing operations, management has found and investors may find it useful to consider excluding the impact of the accounting charge related to contingent consideration of $2.3 million and $2.5 million recorded by ev3 for the third quarter and first nine months of 2009, respectively.

• Non-cash tax benefit from acquisitions. As a result of ev3’s acquisition of Chestnut, ev3 recorded a one-time non-cash tax benefit of $19.0 million in the second quarter of 2009. ev3’s management believes that in order to properly understand the underlying business trends and performance of ev3’s ongoing operations, management has found and investors may find it useful to consider excluding the impact of the tax benefit from the Chestnut acquisition recorded by ev3 in the second quarter of 2009.

• Non-cash stock-based compensation. ev3 excludes stock-based compensation expense from its non-GAAP financial measures primarily because such expense, while constituting an ongoing and recurring expense, is not an expense that requires cash settlement and is not used by ev3’s management to assess the core profitability of ev3’s business operations. ev3’s management also believes that excluding this item from ev3’s non-GAAP results is useful to investors to understand the accounting for stock-based compensation and its impact on ev3’s operating performance, liquidity and its ability to invest in research and development and fund acquisitions and capital expenditures and it allows for greater transparency to certain line items in ev3’s financial statements.

• Amortization expense. ev3 excludes amortization expense from its non-GAAP financial measures primarily because such expense, while constituting an ongoing and recurring expense, is not an expense that requires cash settlement and is not used by ev3’s management to assess the core profitability of ev3’s business operations. ev3’s management also believes that excluding this item from ev3’s non-GAAP results is useful to investors to understand ev3’s operating performance, liquidity and its ability to invest in research and development and fund acquisitions and capital expenditures and it allows for greater transparency to certain line items in ev3’s financial statements.

Material Limitations Associated with the Use of Non-GAAP Financial Measures and Manner in which ev3 Compensates for these Limitations

Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for ev3’s financial results prepared in accordance with GAAP. Some of the limitations associated with ev3’s use of these non-GAAP financial measures are as follows:

• Items such as amortization expense and stock-based compensation do not directly affect ev3’s cash flow position; however, such items reflect economic costs to ev3 and are not reflected in ev3’s “non-GAAP adjusted net income” or “non-GAAP adjusted net earnings per share,” and therefore these non-GAAP measures do not reflect the full economic effect of these items.

• Items such as the FoxHollow lease reserve adjustment and realized gain on the divestiture of non-strategic investment assets are unusual items that do not reflect ev3’s regular business activities. The effect of the lease reserve adjustment and the income associated with the divestiture of non-strategic investment assets is not included in ev3’s “non-GAAP adjusted net income” or “non-GAAP adjusted net earnings per share.” However, these items involve economic costs that are not reflected in the non-GAAP measures.

• Non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and therefore other companies may calculate similarly titled non-GAAP financial measures differently than ev3, limiting the usefulness of those measures for comparative purposes.

• ev3’s management exercises judgment in determining which types of charges or other items should be excluded from the non-GAAP financial measures ev3 uses.

ev3 compensates for these limitations by relying primarily upon its GAAP results and using non-GAAP financial measures only supplementally. ev3 provides full disclosure of each non-GAAP financial measure ev3 uses and detailed reconciliations of each non-GAAP measure to its most directly comparable GAAP measure. ev3 encourages investors to review these reconciliations. ev3 qualifies its use of non-GAAP financial measures with cautionary statements as to their limitations.

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EX-99.2

Exhibit 99.2

Q3 '09 Highlights October 27, 2009

Forward-Looking Statements Statements contained in this presentation that relate to future, not past, events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements often can be identified by words such as "expect," "anticipate," "intend," "will," "may," "believe," "could," "continue," "future," "estimate," "outlook," "guidance," or the negative of these words or other words of similar meaning. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties and risks may cause ev3's actual results to be materially different than those expressed in or implied by ev3's forward-looking statements. For ev3, particular uncertainties and risks include, among others, ev3's future operating results and financial performance, fluctuations in foreign currency exchange rates, the effect of the current global economic crisis, ev3's ability to implement, fund and achieve sustainable cost savings measures that will better align its operating expenses with its anticipated net sales levels and reallocate resources to better support growth initiatives, the timing of regulatory approvals and introduction of new products, market acceptance of new products, success of clinical testing, availability of third party reimbursement, impact of competitive products and pricing, the effect of regulatory actions and the cost and effect of changes in tax and other legislation. More detailed information on these and additional factors that could affect ev3's actual results are described in ev3's filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. Except as required by law, ev3 undertakes no obligation to publicly update its forward-looking statements.

Use of Non-GAAP Financial Measures ev3 uses certain non-GAAP financial measures in this presentation. ev3 uses non-GAAP financial measures as supplemental measures of performance and believes these measures provide useful information to investors in evaluating our operations, period over period. However, non-GAAP financial measures have limitations as analytical tools, and should not be considered in isolation or as a substitute for ev3's financial results prepared in accordance with GAAP. In addition, investors should note that any non- GAAP financial measures ev3 uses may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as that of other companies. We have posted a reconciliation of our non- GAAP financial measures to the most directly comparable GAAP financial measures on our website at www.ev3.net.

Q3 '09 Financial Summary Net product sales of $112.8 million +13% vs. Q3 2008; +15% constant currency* Peripheral vascular sales, excluding atherectomy*, +5% vs. Q3 2008; +6% constant currency* Peripheral stents +8% vs. Q3 2008; +10% constant currency* Atherectomy -7% vs. Q3 2008 Neurovascular sales +37% vs. Q3 2008; +39% constant currency* Embolic product sales (Embolic Coils, Pipeline and Onyx) +56% vs. Q3 2008; +59% constant currency* International revenue +21% vs. Q3 2008; +26% constant currency* GAAP EPS of $0.06 Non-GAAP adjusted EPS* of $0.17; +21% sequentially vs. Q2 2009 Gross margin was 74.6%, an improvement of 1,040 basis points over Q3 2008 and 250 basis points over Q2 2009 Cash flow from operating activities totaled $20.9 million in Q3 2009 * These are non-GAAP financial measures. Non-GAAP net sales on a constant currency basis exclude the foreign exchange impact. The foreign exchange impact is the impact from foreign exchange rates on the current period sales compared to prior period sales using the prior period's foreign exchange rates. Non-GAAP adjusted net EPS and non-GAAP adjusted net income excludes amortization, non-cash stock-based compensation, and charges relating to the change in fair value of contingent consideration. For reconciliations of ev3's non-GAAP financials, see ev3's website at www.ev3.net.

Q3 '09 Operational Highlights - - Peripheral Vascular TurboHawk Plaque Excision System launched in U.S. for surgical use Incremental opportunity to treat moderate to severely calcified above-the-knee lesions New 'Super Cutter' blade, jog and drive shaft combine to remove more plaque per pass Designed to improve treatment efficiency, flow and outcomes TrailBlazer Support Catheter limited launch - full availability in Q4 '09 Clinical trial enrollment progressing: DEFINITIVE Ca++ U.S. IDE study: 50 patients DEFINITIVE LE study: 74 patients DURABILITY II U.S. IDE study: 165 patients RockHawk Super Cutter East 0.56 0.38 32% less input force in heavy calcium Input Force Comparison Input Force Comparison (lbs)

Q3 '09 Operational Highlights - - Neurovascular Chestnut Medical products launched Pipeline Embolization Device (PED) launched in Europe and other International markets Alligator Retrieval Device (ARD) launched worldwide Initiated physician preference testing for AXIUM PGLA & Nylon coils in U.S. and Europe Solitaire FR Revascularization Device - CE Mark received and physician preference testing underway in Europe for ischemic stroke Clinical trial enrollment progressing: PUFS (Pipeline for Uncoilable or Failed Aneurysms) enrollment complete, follow-up ongoing; anticipate PMA approval in 2011 COCOA (Complete Occlusion of Coilable Aneurysms) enrollment continuing, 11/200 patients enrolled

Actual Results vs. Last Quarter & Year Ago * Constant Currency; For reconciliations, see our website at www.ev3.net. ** All quarters presented are adjusted for amortization and non-cash stock-based compensation. Q2 2009 is also adjusted for a non-cash tax benefit resulting from the acquisition of Chestnut. Q2 and Q3 2009 are also adjusted for charges relating to the change in fair value of contingent consideration. For reconciliations, see our website at www.ev3.net. Q2 2009 Actual Q3 2008 Actual $000's except EPS Net product sales Gross profit Gross margin GAAP net income (loss) GAAP earnings (loss) per share Adjusted net income** Adjusted earnings per share** $100,018 $68,747 64.2% $(7,310) $(0.07) $3,850 $0.04 $109,086 $78,608 72.1% $14,614 $0.14 Q3 2009 Actual $112,838 $6,736 $0.06 $19,435 $0.17 $84,230 74.6% Peripheral vascular (PV) PV, excluding atherectomy* Atherectomy Neurovascular (NV) International Research collaboration % Chg Seq. % Chg YOY/CC* $48,004 $19,607 $45,227 $44,408 $0 $49,904 $22,109 $37,073 $41,391 $0 $45,894 $20,992 $33,132 $36,577 $7,011 - -4% - -11% 22% 7% 0% 5%/6% - -7%/-6% 37%/39% 21%/26% - -100% 3% 13%/15% 7% 23% $23,989 $0.23 325% 21%

Total Q3 '09 Product Revenue Growth of 15%* Q4 Q1 Q2 Q3 Q3 East 105.6 100.4 109.1 100 112.8 Q4 Q1 Q2 Q3 Q3 East 39.4 38.7 41.4 36.6 44.4 Total International ($M) +26%* Q4 Q1 Q2 Q3 Q3 East 68.1 66.2 72 66.9 67.6 Worldwide Peripheral Vascular ($M) +2%* Q4 Q1 Q2 Q3 Q3 East 37.5 34.2 37.1 33.1 45.2 Worldwide Neurovascular ($M) +39%* *Constant Currency; For reconciliations, see our website at www.ev3.net +15%* Q3 Total Worldwide Product Sales ($M) Q3 2008 2009 Q3 Q3

Balance Sheet is Strengthening - - We are Generating Cash Cash / Cash Equivalents Cash flow from operating activities totaled $20.9M in Q3 '09 Cash/cash equivalents increased $20.1M Q3 '09 vs Q2 '09 Inventory days increased 3% in Q3 '09 vs Q3 '08 Total debt decreased to $7.1M Q3 08 Q4 08 Q1 09 Q2 09* Q3 09 East 45.9 59.7 66.9 60.4 80.5 *Q2 09 included $26.2M payment for Chestnut Medical

Improving Cost Structure - Continuing Progress Q3 08 Q3 09 East 0.642 0.746 Gross Margin % of sales SG&A % of sales Q3 08 Q3 09 East 0.5 0.49 Favorable product mix, improved yields and labor efficiency, higher volumes Continued focus on leveraging cost structure and improving margins

Annualized Net Sales Per Territory Q3'09 up 29% vs. Q3'08 Key Drivers Atherectomy Clinical Specialists Corporate Account penetration Referral Market development DEFINITIVE clinical data Neuro business already > $2M per territory Increasing Peripheral Vascular Sales Force Productivity in U.S. Q3 08 Q1 09 Q3 09 Goal East 1.4 1.6 1.8 2

Financial Summary: Continuing to Improve Performance Net Product Sales* $100,018 $105,656 $100,395 $109,086 $112,838 Gross Profit $68,747 $71,316 $69,407 $78,608 $84,230 Gross Margin 64.2% 67.2% 69.1% 72.1% 74.6% Net Income (loss) $(7,310) $(291,120) $(1,809) $23,989 $6,736 Adjusted EPS per diluted share** $0.04 $0.08 $0.07 $0.14 $0.17 GAAP Diluted EPS (loss) $(0.07) $(2.78) $(0.02) $0.23 $0.06 Q3 2008 Q4 2008 Q1 2009 Q2 2009 Q3 2009 $000's except EPS Adjusted net income** $3,850 $7,948 $7,070 $14,614 $19,435 * Excluding Merck research collaboration revenue of $7M for Q308 and $469K for Q408. ** All quarters presented are adjusted for amortization and non-cash stock-based compensation. Q4 2008 is also adjusted for non-cash goodwill and other intangible asset impairment charges. Q1 2009 is also adjusted for a non-cash FoxHollow lease reserve adjustment and a realized gain on divestiture of investments. Q2 2009 is also adjusted for charges relating to the change in fair value of contingent consideration and a non-cash tax benefit resulting from the acquisition of Chestnut. Q3 2009 is also adjusted for charges relating to the change in fair value of contingent consideration. For reconciliations, see our website at www.ev3.net.

Guidance - As of October 27, 2009 Full-Year 2009 Guidance Revenues: Q4 2009: $124 to $128 million Full-Year 2009: $446 to $450 million Adjusted EPS1 per diluted share: Q4 2009: $0.20 to $0.241,2 Full-Year 2009: $0.58 to $0.621,2 Adjusted EPS guidance is based on weighted average diluted shares outstanding of approximately 112.8 and 109.1 million for Q409 and full-year 2009, respectively, and is adjusted to exclude the impact of amortization expense, non-cash stock-based compensation, a non-cash FoxHollow lease reserve adjustment, a realized gain on investments, charges relating to the change in fair value of contingent consideration and a non-cash tax benefit resulting from the acquisition of Chestnut. These are forward-looking non-GAAP financial measures. For reconciliations, see our website at www.ev3.net. Q409 GAAP EPS: $0.09 to $0.13; Full-Year 2009 GAAP EPS: $0.36 to $0.40

2008 % of sales 2007 2009 Goal Business Model Structure - - Select P&L Information Sales 100% 100% 100% Gross margin 66% 65% 72% Selling, general & administrative* 55% 69% 50% Taxes** 0.4% 0.3% 1% Research & development 12% 17% 11% Stock-based comp, amortization & contingent consideration 11% 11% 10% Adjusted net income (loss)*** 2.3% (22.4%) 14% * SG&A includes operating impact of Chestnut from the date of acquisition. ** 2009 Goal of 1% for taxes excludes $19.0M income tax benefit recorded in Q2'09. *** Adjusted net income (loss) excludes amortization and non-cash stock-based compensation. For the year ended December 31, 2007, Adjusted net income (loss) also excludes $70.7M of Acquired IPR&D. For the year ended December 31, 2008, Adjusted net income (loss) also excludes non-cash goodwill and other intangible asset impairment charges of $299.3M. For the year ended December 31, 2009, Adjusted net income (loss) also excludes a non-cash FoxHollow lease reserve adjustment of $3.4M, realized gain on investments of $4.1M, accounting charges relating to the change in fair value of contingent consideration of $4.9M and a non-cash tax benefit resulting from the purchase accounting for the acquisition of Chestnut of $19.0M. These are non-GAAP financial measures. For reconciliations, see our website at www.ev3.net.

Continue to Stay Focused on Profitable Growth Long-term profitable revenue growth Improve cost structure Increase sales force productivity Grow international sales Clinical evidence New products 1 2 3 4 5

In Summary: Why Invest in ev3 Peripheral vascular and Neurovascular procedures less vulnerable to macro-economic environment broadest product offering in $2B growing global market Generating cash and clear roadmap for sustained, profitable growth increasing productivity, clinical evidence, new products Considerable leverage in the business model improving margins, operating expense leverage, sharper focus

NASDAQ: EVVV www.ev3.net Contact Info: Julie Tracy - Sr. VP, Chief Communications Officer (949) 680-1375 jtracy@ev3.net