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): February 18, 2010

ev3 Inc.

(Exact name of registrant as specified in its charter)

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

3033 Campus Drive
Plymouth, Minnesota	55441
(Address of Principal Executive Offices)	(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 February 18, 2010, ev3 Inc. issued a press release announcing its financial results for its fiscal fourth quarter and year ended December 31, 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 February 18, 2010
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: February 18, 2010		ev3 Inc.
	By: Name:	/s/ Kevin M. Klemz 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 February 18, 2010	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 Fourth Quarter and Full-Year Financial Results
and 2010 Guidance

Fourth Quarter Net Product Sales Increase to $126.8 million; 16% Constant Currency Growth

Fourth Quarter GAAP EPS Reaches $0.12

Cash and Cash Equivalents Increase to $98.1 Million

PLYMOUTH, Minn. – February 18, 2010 – ev3 Inc. (NASDAQ: EVVV), a global endovascular device company, today reported financial results for its fiscal fourth quarter and full-year of 2009 and its financial guidance for 2010. ev3’s net sales totaled $126.8 million in the fourth quarter of 2009 compared to $106.1 million in the same quarter of the prior year, which included $0.5 million of research collaboration revenues from our former agreement with Merck & Co., Inc. that was terminated on July 22, 2008. Fourth quarter of 2009 net product sales increased 20% to $126.8 million versus the prior year net product sales, excluding the Merck research collaboration revenue. Excluding $3.9 million of positive impact due to foreign currency exchange rates, net product sales increased 16% versus the prior year quarter. Fourth quarter of 2009 included four fewer selling days than in the same quarter of the prior year.

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 in this release.

For the year ended December 31, 2009, ev3’s net sales increased 6% to $449.1 million compared to $422.1 million for the year ended December 31, 2008. Full-year 2008 net sales included $19.9 million of research collaboration revenues from our former agreement with Merck. Full-year 2009 net product sales of $449.1 million increased 12% versus the prior year net product sales. Changes in foreign currency exchange rates had a negative impact of approximately $6.7 million on full-year 2009 net sales compared to 2008.

Robert Palmisano, president and chief executive officer of ev3 Inc., commented, “Our performance in the fourth quarter reflects continued sales expansion across both our peripheral vascular and neurovascular businesses. Notably, the strong performance in our neurovascular segment and international business, which grew 41% and 36%, respectively, in the fourth quarter compared to the prior year quarter underscores the increased market penetration we have achieved with our Axium coils and Onyx liquid embolic. We are also pleased with the initial European physician response to our Pipeline Embolization Device to treat large and wide-neck aneurysms.”

Palmisano commented further, “In our peripheral vascular business, we achieved record sales worldwide and in the U.S, where we continue to improve our sales force execution and productivity. We are encouraged by the 19% increase we saw in our plaque excision sales during the fourth quarter, which was driven by the launch of our new TurboHawk system for treating above-the-knee calcified lesions.”

ev3’s GAAP net income for the fourth quarter of 2009 was $13.0 million, or $0.12 per diluted share, compared to a net loss of $(291.1) million, or $(2.78) per diluted share, in the fourth quarter of 2008. Non-GAAP adjusted net income in the fourth quarter of 2009 was $25.7 million, or $0.23 per diluted share, compared to adjusted net income of $7.9 million, or $0.08 per diluted share, in the fourth quarter of 2008. Please refer to the non-GAAP reconciliation table in this release for the calculation of adjusted net income and adjusted earnings per share.

The company’s GAAP net income for the fiscal year ended December 31, 2009 was $41.9 million, or $0.38 per diluted share, compared to a net loss of $(335.6) million, or $(3.22) per diluted share for the year ended December 31, 2008. ev3’s non-GAAP adjusted net income was $66.8 million, or $0.61 per diluted share, compared to adjusted net income of $9.9 million, or $0.09 per diluted share, for the year ended December 31, 2008. Please refer to the non-GAAP reconciliation table in this release for the calculation of adjusted net income and adjusted earnings per share.

Cash and cash equivalents totaled $98.1 million as of the end of the fourth quarter of 2009, an increase of $17.5 million compared to the end of the third quarter of 2009.

Palmisano concluded, “We continue to emphasize profitability and cash generation as well as positive product sales growth as our primary objectives, so I was very pleased to see sequential quarter gross margin expansion of 130 basis points to 75.9%. We see additional opportunities to drive profitability throughout 2010 by improving our sales execution and further leveraging our cost structure. We are confident that we have the right strategic programs in place to position ev3 for future success.”

Sales Review

By product segment, peripheral vascular net product sales increased 8% in the fourth quarter of 2009 versus the prior year quarter and 6% on a constant currency basis. Neurovascular net sales, which include product sales from Chestnut, increased 41% versus the prior year quarter and 35% on a constant currency basis.

On a geographic basis, U.S. net product sales increased approximately 11% versus the prior year quarter. International net product sales increased 36% versus the prior year quarter and 26% on a constant currency basis. Changes in foreign currency exchange rates had a positive impact of $3.9 million on net sales compared to the fourth quarter of the prior year.

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

Outlook

ev3 expects fiscal year 2010 net sales to be in the range of $500 to $515 million compared to $449.1 million of net sales in 2009. Net sales growth is expected to be approximately 11% to 15%. At current rates, foreign currency exchange rate fluctuations are expected to have a negligible impact on revenue growth in 2010 compared to 2009. ev3 expects non-GAAP adjusted earnings per share to be in the range of $0.78 to $0.84 per diluted share, an increase of 28% to 38% based on approximately 114.1 million shares outstanding. ev3’s adjusted net earnings per share guidance excludes estimated amortization expense of approximately $26.0 million, non-cash stock-based compensation of approximately $14.0 million, and charges relating to the estimated change in fair value of the future contingent consideration associated with the Chestnut acquisition of $17.2 million.

The company expects first quarter of 2010 net sales to be in the range of $115 to $118 million, an increase of 14% to 18% over the first quarter of 2009. At current rates, foreign currency exchange rate fluctuations are expected to positively impact revenue growth in the first quarter of 2010 by $1.5 to $2.0 million. ev3 expects non-GAAP adjusted earnings per share to be in the range of $0.12 to $0.15 per diluted share, based on approximately 113.4 million shares outstanding, compared to $0.07 per diluted share in the first quarter of 2009. ev3’s non-GAAP adjusted earnings per share for the first quarter of 2010 exclude estimated amortization expense of approximately $6.6 million, non-cash stock-based compensation of approximately $3.2 million and charges relating to the estimated change in fair value of the future contingent consideration associated with the Chestnut acquisition of $2.5 million.

Earnings Call Information

ev3 will host a conference call today, February 18, 2010, beginning at 7:30 a.m. Central Time (8:30 a.m. Eastern Time) to review its results of operations for the fourth quarter and full-year 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 888-680-0893 (U.S.) or +1-617-213-4859 (International). The participant passcode is 84566243.

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 53312787. The audio replay will be available beginning at 10:30 a.m. Central Time on Thursday, February 18, 2010 until Thursday, February 25, 2010.

About ev3 Inc.

Since its founding in 2000, ev3 has been dedicated to developing innovative and breakthrough 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 — plaque excision systems, peripheral angioplasty balloons, stents, 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, TurboHawk, Axium, Onyx, and Pipeline 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 Twelve Months Ended
	December 31,						December 31,
	2009			2008			2009			2008
Sales:
Net product sales	$	126,753		$	105,656		$	449,072		$	402,233
Research collaboration		—			469			—			19,895
Net sales		126,753			106,125			449,072			422,128
Operating expenses:
Product cost of goods sold (a)		30,539			34,405			120,613			136,847
Research collaboration		—			404			—			6,051
Sales, general and administrative (a)		59,384			53,315			225,023			232,200
Research and development (a)		12,627			10,871			49,060			48,784
Amortization of intangible assets		6,699			6,787			25,143			31,072
Contingent consideration		2,409			—			4,876			—
Goodwill and intangible asset impairment		—			288,804			—			299,263
Total operating expenses		111,658			394,586			424,715			754,217
Income (loss) from operations		15,095			(288,461	)		24,357			(332,089	)
Other expense (income):
(Gain) loss on investments, net		(41	)		55			(4,113	)		(487	)
Interest expense (income), net		213			84			788			(223	)
Other expense, net		234			2,235			1,588			2,427
Income (loss) before income taxes		14,689			(290,835	)		26,094			(333,806	)
Income tax expense (benefit)		1,688			285			(15,823	)		1,816
Net income (loss)	$	13,001		$	(291,120	)	$	41,917		$	(335,622	)
Earnings per share:
Net income (loss) per common share:
Basic	$	0.12		$	(2.78	)	$	0.39		$	(3.22	)
Diluted	$	0.12		$	(2.78	)	$	0.38		$	(3.22	)
Weighted average shares outstanding:
Basic		110,884,971			104,602,975			107,997,738			104,378,828
Diluted		112,948,113			104,602,975			108,998,528			104,378,828
(a) Includes stock-based compensation charges of:
Product cost of goods sold	$	275		$	238		$	1,007		$	834
Sales, general and administrative		2,896			2,830			11,985			12,438
Research and development		436			409			1,564			1,887
	$	3,607		$	3,477		$	14,556		$	15,159

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

	December 31,
	2009			2008
Assets
Current assets
Cash and cash equivalents	$	98,050		$	59,652
Accounts receivable, less allowance of $7,260 and $8,098, respectively		90,711			72,814
Inventories, net		45,054			47,687
Prepaid expenses and other current assets		6,645			6,970
Total current assets		240,460			187,123
Restricted cash		4,346			1,531
Property and equipment, net		29,159			30,681
Goodwill		367,486			315,654
Intangible assets, net		254,288			185,292
Other assets		550			383
Total assets	$	896,289		$	720,664
Liabilities and stockholders’ equity
Current liabilities
Current portion of long-term debt	$	2,500		$	2,500
Accounts payable		16,737			15,657
Accrued compensation and benefits		32,239			29,547
Accrued liabilities		22,453			19,744
Total current liabilities		73,929			67,448
Long-term debt		3,958			6,458
Other long-term liabilities		63,908			6,217
Total liabilities		141,795			80,123
Stockholders’ equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized, none issued and outstanding as of December 31, 2009 and 2008		—			—
Common stock, $0.01 par value, 300,000,000 shares authorized, 112,345,500 and 105,822,444 shares issued and outstanding as of December 31, 2009 and 2008, respectively		1,123			1,058
Additional paid-in capital		1,828,655			1,756,832
Accumulated deficit		(1,074,744	)		(1,116,661	)
Accumulated other comprehensive loss		(540	)		(688	)
Total stockholders’ equity		754,494			640,541
Total liabilities and stockholders’ equity	$	896,289		$	720,664

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

NET SALES BY SEGMENT

	For the Three Months Ended							For the Twelve Months Ended
	December 31,		December 31,					December 31,		December 31,
	2009		2008		% change			2009		2008		% change
Peripheral vascular:
Plaque excision*	$	24,048	$	20,176		19	%	$	84,072	$	88,800		-5	%
Stents		28,280		29,214		-3	%		114,900		107,146		7	%
Thrombectomy and embolic protection		8,233		7,789		6	%		31,513		27,779		13	%
Procedural support and other		13,144		10,961		20	%		49,046		46,204		6	%
Total peripheral vascular		73,705		68,140		8	%		279,531		269,929		4	%
Neurovascular:
Embolic products		33,482		21,173		58	%		103,081		74,642		38	%
Neuro access and delivery products		19,566		16,343		20	%		66,460		57,662		15	%
Total neurovascular		53,048		37,516		41	%		169,541		132,304		28	%
Research collaboration		—		469		-100	%		—		19,895		-100	%
Total net sales	$	126,753	$	106,125		19	%	$	449,072	$	422,128		6	%

NET SALES BY GEOGRAPHY

	For the Three Months Ended							For the Twelve Months Ended
	December 31,		December 31,					December 31,		December 31,
	2009		2008		% change			2009		2008		% change
United States	$	73,182	$	66,660		10	%	$	270,961	$	275,433		-2	%
International		53,571		39,465		36	%		178,111		146,695		21	%
Total net sales	$	126,753	$	106,125		19	%	$	449,072	$	422,128		6	%

* Formerly referred to as atherectomy

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
	December 31, 2009							December 31, 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:
Plaque excision	$	24,048	$	(148	)	$	23,900	$	20,176		19	%		18	%
Stents		28,280		(784	)		27,496		29,214		-3	%		-6	%
Thrombectomy and embolic protection		8,233		(189	)		8,044		7,789		6	%		3	%
Procedural support and other		13,144		(303	)		12,841		10,961		20	%		17	%
Total peripheral vascular		73,705		(1,424	)		72,281		68,140		8	%		6	%
Neurovascular:
Embolic products		33,482		(1,613	)		31,869		21,173		58	%		51	%
Neuro access and delivery products		19,566		(835	)		18,731		16,343		20	%		15	%
Total neurovascular		53,048		(2,448	)		50,600		37,516		41	%		35	%
Total net product sales		126,753		(3,872	)		122,881		105,656		20	%		16	%
Research collaboration		—		—			—		469		-100	%		-100	%
Total net sales	$	126,753	$	(3,872	)	$	122,881	$	106,125		19	%		16	%

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
	December 31, 2009							December 31, 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	$	73,705	$	(1,424	)	$	72,281	$	68,140		8	%		6	%
Plaque excision		24,048		(148	)		23,900		20,176		19	%		18	%
Legacy peripheral vascular net sales (non-GAAP)		49,657		(1,276	)		48,381		47,964		4	%		1	%
Neurovascular net sales		53,048		(2,448	)		50,600		37,516		41	%		35	%
Total legacy net product sales (non-GAAP)	$	102,705	$	(3,724	)	$	98,981	$	85,480		20	%		16	%

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
	December 31, 2009							December 31, 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	$	73,182	$	—		$	73,182	$	66,660		10	%		10	%
International		53,571		(3,872	)		49,699		39,465		36	%		26	%
Total net sales	$	126,753	$	(3,872	)	$	122,881	$	106,125		19	%		16	%

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 Twelve Months Ended
	December 31,		December 31,						December 31,		December 31,
	2009		2008			% change			2009		2008			% change
U.S. net sales, as reported	$	73,182	$	66,660			10	%	$	270,961	$	275,433			-2	%
Research collaboration		—		(469	)		-100	%		—		(19,895	)		-100	%
U.S. net product sales (non-GAAP)	$	73,182	$	66,191			11	%	$	270,961	$	255,538			6	%

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

	For the Three Months Ended					For the Twelve Months Ended
	December 31,					December 31,
	2009		2008			2009			2008
Net income (loss), as reported	$	13,001	$	(291,120	)	$	41,917		$	(335,622	)
Amortization expense		6,699		6,787			25,143			31,072
Stock-based compensation		3,607		3,477			14,556			15,159
Contingent consideration		2,409		—			4,876			—
Goodwill and intangible asset impairment		—		288,804			—			299,263
FoxHollow lease reserve adjustment		—		—			3,421			—
Realized gain on investment		—		—			(4,081	)		—
Non-cash tax benefit from acquisitions		—		—			(18,998	)		—
Non-GAAP adjusted net income	$	25,716	$	7,948		$	66,834		$	9,872

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 Twelve Months Ended
	December 31,					December 31,
	2009		2008			2009			2008
Net income (loss) per diluted share, as reported	$	0.12	$	(2.78	)	$	0.38		$	(3.22	)
Amortization expense		0.06		0.07			0.24			0.31
Stock-based compensation		0.03		0.03			0.13			0.14
Contingent consideration		0.02		—			0.04			—
Goodwill and intangible asset impairment		—		2.76			—			2.86
FoxHollow lease reserve adjustment		—		—			0.03			—
Realized gain on investment		—		—			(0.04	)		—
Non-cash tax benefit from acquisitions		—		—			(0.17	)		—
Non-GAAP adjusted net earnings per diluted share	$	0.23	$	0.08		$	0.61		$	0.09
Weighted average diluted shares outstanding		112,948,113		104,699,429			108,998,528			104,668,326

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
	April 4,		April 4,		December 31,		December 31,
	2010		2010		2010		2010
	Estimate (Low)		Estimate (High)		Estimate (Low)		Estimate (High)
Estimated net earnings per diluted share	$	0.01	$	0.04	$	0.28	$	0.34
Amortization expense		0.06		0.06		0.23		0.23
Stock-based compensation		0.03		0.03		0.12		0.12
Contingent consideration		0.02		0.02		0.15		0.15
Estimated non-GAAP adjusted net earnings per diluted share	$	0.12	$	0.15	$	0.78	$	0.84
Estimated weighted average diluted shares outstanding		113,400,000		113,400,000		114,100,000		114,100,000

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, 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.

• Plaque excision (formerly 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 plaque excision 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 plaque excision 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.
•	Goodwill and intangible asset impairment. In the fourth quarter of 2008, ev3 recorded non-cash, asset impairment charges of $288.8 million to reduce the carrying values of goodwill and intangible assets, primarily associated with prior acquisitions, to their estimated fair values. 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 $288.8 million impairment charges related to reduce the carrying values of goodwill and intangible assets recorded by ev3 in the fourth quarter 2008 and 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 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 $2.4 million and $4.9 million recorded by ev3 for the fourth quarter and full year 2009, respectively.
•	Non-cash tax benefit from acquisitions. As a result of ev3’s acquisition of Chestnut, ev3 recorded a 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, stock-based compensation, and contingent consideration 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, realized gain on the divestiture of non-strategic investment assets, tax benefit from acquisitions and goodwill and intangible impairment are items that do not reflect ev3’s ongoing business activities. The effect of these items 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 only using non-GAAP financial measures on a supplemental basis. 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.

###

EX-99.2

Exhibit 99.2

Q4 '09 Highlights February 18, 2010

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.

Q4 '09 Financial Summary Net product sales of $126.8 million +20% vs. Q4 2008; +16% constant currency* Peripheral vascular sales +8% vs. Q4 2008; +6% constant currency* Plaque excision +19% vs. Q4 2008, +18% constant currency* Peripheral stents -3% vs. Q4 2008; -6% constant currency* Thrombectomy and embolic protection +6%; +3% constant currency* Procedural support and other (PTA, support catheters, guidewires, etc.) +20%; +17% constant currency* Neurovascular sales +41% vs. Q4 2008; +35% constant currency* Embolic product sales (Embolic Coils, Onyx, Pipeline, Solitaire) +58% vs. Q4 2008; +51% constant currency* Neuro access and delivery product sales (Neuro Balloons, Catheters, Alligator) +20% vs. Q4 2008; +15% constant currency* International revenue +36% vs. Q4 2008; +26% constant currency* Gross margin was 75.9%, an improvement of 870 basis points over Q4 2008 GAAP EPS of $0.12 Non-GAAP adjusted EPS* of $0.23; +188% vs. Q4 2008 Cash flow from operating activities totaled $22.0 million in Q4 2009; cash and cash equivalents totaled $98.1M at year-end 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.

Q4 '09 Operational Highlights - - Peripheral Vascular TurboHawk(tm) Plaque Excision System launched in U.S. for endovascular use Incremental opportunity to treat calcified above-the-knee lesions New 'Super Cutter' blade, jog and drive shaft combine to remove more plaque per pass TurboHawk added to DEFINITIVE Ca++ and DEFINITIVE LE study protocol TrailBlazer(tm) Support Catheter launched globally in December 2009 Completed preparations for PowerCross(tm) .018 PTA balloon launch in 1Q'10 Clinical trial enrollment progressing: DEFINITIVE Ca++ U.S. IDE study: 74 patients DEFINITIVE LE study: 162 patients DURABILITY II U.S. IDE study: 239 patients

Q4 '09 Operational Highlights - - Neurovascular International launch for Pipeline(tm) Embolization Device (PED) progressing very well Now have approx. 80 physicians who are fully certified or who have nearly completed training & certification process AXIUM(tm) MicroFx PGLA & Nylon coils physician preference test completed - limited launch in U.S. and Europe in Q2'10 Solitaire(tm) FR Revascularization Device - launch underway in Europe for ischemic stroke Preparations underway to begin SWIFT (Solitaire with the Intention for Thrombectomy) U.S. IDE study underway PUFS (Pipeline for Uncoilable or Failed Aneurysms) 6-month safety & effectiveness follow-up complete in Feb 2010 Anticipate PMA approval in 2011

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, Q3 and Q4 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. Q3 2009 Actual Q4 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** $105,656 $71,316 67.2% $(291,120) $(2.78) $7,948 $0.08 $112,838 $84,230 74.6% $19,435 $0.17 Q4 2009 Actual $126,753 $13,001 $0.12 $25,716 $0.23 $96,214 75.9% Peripheral vascular (PV) PV, excluding plaque excision* Plaque excision Neurovascular (NV) International Research collaboration % Chg Seq. % Chg YOY/CC* $73,705 $49,657 $24,048 $53,048 $53,571 $0 $67,611 $48,004 $19,607 $45,227 $44,408 $0 $68,140 $47,964 $20,176 $37,516 $39,465 $469 9% 3% 23% 17% 21% 0% 8%/6% 4%/1% 19%/18% 41%/35% 36%/26% - -100% 12% 20%/16% 14% 35% $6,736 $0.06 93% 100% 32% 35% 224% 188%

Total Q4 '09 Product Revenue Growth of 16%* Q1 Q2 Q3 Q4 Q4 East 100.4 109.1 112.8 105.6 126.8 Q1 Q2 Q3 Q4 Q4 East 38.7 41.4 44.4 39.4 53.6 Total International ($M) +26%* Q1 Q2 Q3 Q4 Q4 East 66.2 72 67.6 68.1 73.7 Worldwide Peripheral Vascular ($M) +6%* Q1 Q2 Q3 Q4 Q4 East 34.2 37.1 45.2 37.5 53 Worldwide Neurovascular ($M) +35%* *Constant currency compared to Q4 2008; For reconciliations, see our website at www.ev3.net +16%* Q4 Total Worldwide Product Sales ($M) Q4 2008 2009 Q4 Q4

Key 2009 Financial Indicators $M Adj. Operating Margin1 Product Sales Adjusted EPS2 Cash Flow from Operations $ SG&A as % of net sales 55% 50% 49% 1. Excludes non-cash FoxHollow lease reserve adjustment in Q1 2009. For reconciliations of Adjusted Operating Margin, see our website at www.ev3.net. 2. All quarters presented are adjusted for amortization and non-cash stock-based compensation. 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 and Q4 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. $ M Q1 % Q2 Q3 Q1 Q2 Q3 GAAP EPS ($0.02) $0.23 $0.06 Q4 $0.12 Q4 Q1 Q2 Q3 Q4 47%

Balance Sheet is Strengthening - - We are Generating Cash Cash / Cash Equivalents Cash flow from operating activities totaled $22.0M in Q4 '09 Cash/cash equivalents increased $17.5M in Q4 '09 vs Q3 '09 Inventory days increased 6% in Q4 '09 vs Q4 '08 Total debt decreased to $6.5M Q4 08 Q1 09 Q2 09 Q3 09 Q4 09 East 59.7 66.9 60.4 80.5 98.1 *Q2 09 included $26.2M payment for Chestnut Medical

Improving Cost Structure - Continuing Progress Q4 08 Q4 09 East 0.672 0.759 Gross Margin % of sales SG&A % of sales Q4 08 Q4 09 East 0.5 0.47 Favorable product mix, improved yields and labor efficiency, higher volumes Continued focus on leveraging cost structure and improving margins

Annualized Net Sales Per Territory Q4'09 up 27% vs. Q4'08 Key Drivers Plaque Excision Clinical Specialists Corporate Account penetration Market development DEFINITIVE clinical data Neuro business already > $2M per territory Increasing Peripheral Vascular Sales Force Productivity in U.S. Q4 08 Q1 09 Q2 09 Q3 09 Q4 09 East 1.5 1.6 1.8 1.8 1.9

Financial Summary: Continuing to Improve Performance Net Product Sales* $126,753 $105,656 $100,395 $109,086 $112,838 Gross Profit $96,214 $71,316 $69,407 $78,608 $84,230 Gross Margin 75.9% 67.2% 69.1% 72.1% 74.6% Net Income (loss) $13,001 $(291,120) $(1,809) $23,989 $6,736 Adjusted EPS per diluted share** $0.23 $0.08 $0.07 $0.14 $0.17 GAAP Diluted EPS (loss) $0.12 $(2.78) $(0.02) $0.23 $0.06 Q4 2009 Q4 2008 Q1 2009 Q2 2009 Q3 2009 $000's except EPS Adjusted Net Income** $25,716 $7,948 $7,070 $14,614 $19,435 * Excluding Merck research collaboration revenue of $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 and Q4 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.

Guidance - As of February 18, 2010 Full-Year 2010 Guidance Revenues: Q1 2010: $115 to $118 million Full-Year 2010: $500 to $515 million Adjusted EPS1 per diluted share: Q1 2010: $0.12 to $0.151,2 Full-Year 2010: $0.78 to $0.841,2 Adjusted EPS guidance is based on weighted average diluted shares outstanding of approximately 113.4 and 114.1 million for Q1 10 and full-year 2010, respectively, and is adjusted to exclude the impact of amortization expense, non-cash stock-based compensation, and charges relating to the change in fair value of contingent consideration. These are forward-looking non-GAAP financial measures. For reconciliations, see our website at www.ev3.net. Q1 10 GAAP EPS: $0.01 to $0.04; Full-Year 2010 GAAP EPS: $0.28 to $0.34

2008 % of sales 2007 2010 Goal Business Model Structure - - Select P&L Information Sales 100% 100% 100% Gross margin 66% 65% 73% Selling, general & administrative* 55% 69% 50% Research & development 12% 17% 11% Stock-based comp, amortization & contingent consideration 11% 11% 10% Adjusted net income (loss)** 2.3% (22.4%) 15% * SG&A includes operating impact of Chestnut from the date of acquisition. ** 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. 100% 75% 47% 12% 11% 18% 2009

Key Growth Drivers Long growth runway 3. Next gen plaque excision 1. Commercial execution 2. Flow diversion 5. International 6. Clinical studies 7. Selective M&A 4. Ischemic stroke

IN SUMMARY: WHY INVEST IN ev3 ev3: Leading the Way Investing in 8 clinical studies to expand usage Powerful Growth Drivers Robust pipeline of novel products - 20 launches by 2012 Leveraging business model improving gross margin expanding operating income Pipeline(tm) - a game changing product Profitable, generating cash A Transformed Company Stabilized plaque excision business New growth platforms in both businesses Launched innovative products

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