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): July 28, 2008

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)

9600 54th Avenue North, Suite 100 Plymouth, Minnesota	55442
(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 July 28, 2008, ev3 Inc. issued a press release announcing its financial results for its fiscal second quarter ended June 29, 2008. 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 92.2 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 2.06. Material Impairments.

     As a result of the termination of ev3’s collaboration and license agreement with Merck & Co., Inc. effective July 22, 2008, ev3 expects to record a one-time non-cash asset impairment charge of approximately $10.5 million in the second quarter of 2008. The determination to record the $10.5 million charge was made by ev3’s management and approved by the audit committee of ev3’s board of directors after receipt of Merck’s notice of termination. None of the $10.5 million charge will result in any future cash expenditures.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit No.	Description
99.1	Press Release issued July 28, 2008
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: July 28, 2008	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 July 28, 2008	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 Inc. Reports Second Quarter 2008 Financial Results

Total Product Revenue in 2008 Expected to Increase Based on Strong Second Quarter Results

ev3 and Merck Research Collaboration Terminated

Full-Year 2008 Guidance Remains Unchanged

PLYMOUTH, Minn. – July 28, 2008 – ev3 Inc. (NASDAQ: EVVV), a global endovascular device company, today reported financial results for its fiscal second quarter of 2008 and its updated financial guidance for 2008.

ev3’s net sales were $107.7 million in the second quarter of 2008 representing a 65% increase over the same quarter of the prior year and a 6% increase over the first quarter of 2008. Legacy ev3 peripheral vascular and neurovascular net sales, excluding atherectomy and research collaboration related revenues, increased 17% in the second quarter of 2008 compared to the prior year quarter. Atherectomy net sales increased 10% on a sequential basis in the second quarter of 2008 compared to the first quarter of 2008.

Robert Palmisano, president and chief executive officer of ev3 Inc., commented, “I am pleased to report strong second quarter results for the company, which exceeded our expectations. Our stronger than anticipated sales results were driven by the increased productivity we are seeing from our U.S. peripheral vascular sales organization, continued improvement in atherectomy product sales and expansion in our neurovascular and international businesses.”

Palmisano continued, “We were encouraged to see a double-digit sequential quarter increase in our atherectomy net sales, and believe that our efforts to expand the body of clinical evidence and generate awareness in the referring physician community will be important factors in expanding the role of our atherectomy products in the treatment of peripheral artery disease in the U.S. We are particularly pleased by the growing interest in atherectomy shown by endovascular specialists outside the U.S., providing the company another avenue for growth.”

ev3 also reported that its collaboration and license agreement with Merck & Co., Inc. has been terminated. As a result of the termination, ev3 anticipates that Merck collaboration related revenues will be approximately $4.1 million in the second half of 2008. ev3 also recorded a one-time non-cash impairment charge related to the contract termination of approximately $10.5 million in the second quarter of 2008.

Palmisano commented further, “Due to the strong performance of our business and our expectations for the remainder of the year, we are maintaining our full-year 2008 guidance despite the termination of the Merck agreement that was reported earlier today. Over the last several months, we have been actively engaged with Merck and had fully expected to renegotiate the terms of the agreement. Although Merck’s decision to terminate the agreement was unexpected, the research collaboration was not a vital, strategic program for ev3. We are encouraged by the growing momentum in our peripheral vascular division, including the recovery of our U.S. atherectomy business, as well as the continued strong performance of our neurovascular and international businesses.”

ev3’s net loss for the second quarter of 2008 increased to $27.4 million compared to $11.9 million in the second quarter of 2007. ev3’s net loss per common share was $0.26 for the second quarter of 2008 compared to a net loss per share of $0.20 in the second quarter of 2007. Total weighted average common shares outstanding used in the per share calculations were 104.2 million and 59.5 million for the second quarter of 2008 and 2007, respectively.

ev3’s earnings before interest, taxes, depreciation and amortization (EBITDA), excluding charges for non-cash stock-based compensation of $3.9 million and a one-time, non-cash $10.5 million impairment charge related to the termination of ev3’s collaboration and license agreement with Merck reported earlier today, was a negative $1.6 million in the second quarter of 2008, compared to a negative $3.5 million in the second quarter of 2007. ev3 uses the non-GAAP financial measure, EBITDA, excluding charges for non-cash stock-based compensation and the research collaboration asset impairment, and certain other non-GAAP financial measures, as supplemental measures of performance and believes that these measures facilitate operating performance comparisons from period to period and company to company. EBITDA, excluding charges for non-cash stock-based compensation and the research collaboration asset impairment, for the second quarter of 2008 and 2007 are reconciled to ev3’s net loss for the respective periods immediately following the detail of net sales by geography later in this press release.

Second Quarter Business Highlights

During the second quarter of 2008, ev3 reported the following business highlights:

• Received approval from the U.S. Food & Drug Administration on a clinical trial IDE (Investigational Device Exemption) to study RockHawk and SpiderFX for endovascular use

• Completed co-marketing agreement with BioMedix Vascular Solutions Inc. for marketing activities in the U.S. to increase awareness, diagnosis, and treatment of peripheral vascular disease

• Implanted first EverFlex 200mm stent in the DURABILITY II IDE study, representing the first time a stent over 150mm has been implanted clinically in the U.S. 

• Completed initial European clinical cases as part of physician preference test for new EverCross PTA balloon catheters

• Enrolled first patient in RACER (Researching Axium Coiling Experience and Recanalization) U.S. post-market study for the Axium coil

• Substantially completed consolidation of the Redwood City manufacturing operations into existing Irvine, CA and Plymouth, MN facilities

Sales Review

Peripheral vascular segment net sales in the second quarter of 2008 increased 74% to $70.8 million versus $40.6 million in the second quarter of 2007. Excluding atherectomy revenue of $24.9 million, peripheral vascular sales increased 13% to $45.9 million in the second quarter of 2008 versus $40.6 million in the second quarter of 2007. Stent product sales increased 22% to $27.1 million from $22.2 million. Thrombectomy and embolic protection product sales decreased 16% to $7.1 million from $8.4 million, primarily due to an embolic protection device stocking order from Volcano in the second quarter of 2007, while sales of procedural support and other peripheral vascular products increased 16% to $11.7 million from $10.0 million.

In the second quarter of 2008, ev3’s neurovascular segment net sales increased 24% to $30.7 million versus $24.8 million in the second quarter of 2007.  Within the neurovascular business segment, sales of embolic products increased 36% to $17.4 million from $12.8 million, and sales of neurovascular access and delivery products were up 11% to $13.3 million from $12.0 million. The primary growth drivers for the neurovascular segment were the Axium coil and the continued market penetration of the Onyx Liquid Embolic System for the treatment of brain arterio-venous malformations (AVMs).

Research collaboration revenue resulting from ev3’s former collaboration and license agreement with Merck was $6.2 million for the second quarter of 2008.

On a geographic basis, when compared to the second quarter of 2007, ev3’s second quarter 2008 U.S. net sales increased 82% to $71.8 million, while second quarter 2008 international net sales increased 39% to $35.9 million, over the prior-year quarter. ev3’s second quarter 2008 U.S. net sales increase was primarily due to the FoxHollow acquisition. International sales growth was primarily due to the launch of the Axium coil and further market penetration of the EverFlex family of stents. Changes in foreign currency exchange rates had a positive impact of approximately $3.4 million on second quarter 2008 net sales compared to the second quarter of 2007.

An investor presentation summarizing the company’s second quarter 2008 results is available at http://ir.ev3.net.

Outlook

ev3 expects fiscal year 2008 net sales to remain in the range of $425 to $430 million consisting of $408 to $413 million of product net sales and $16.5 million of research collaboration revenue. Full-year revenue guidance represents an increase in total product revenue guidance from a range of $400 to $405 million to a range of $408 to $413 million. ev3 expects fiscal year 2008 earnings per share, as adjusted to be in the range of $0.00 to $0.05 per diluted share based on approximately 104 million of outstanding shares. Earnings per share, as adjusted does not include pre-tax charges for amortization expense of approximately $30.0 million, non-cash stock-based compensation of approximately $15.5 million and the $10.5 million non-cash impairment charge related to the termination of ev3’s collaboration and license agreement with Merck.

The company expects third quarter 2008 net sales to be in the range of $104 to $106 million consisting of $100 to $102 million of product net sales and $4.1 million of research collaboration

revenue and net (loss) earnings per share, as adjusted to be in the range of $(0.02) to $0.01 per diluted share based on approximately 104 million of outstanding shares. Net earnings per share, as adjusted does not include pre-tax charges for amortization expense of approximately $7.0 million and non-cash stock-based compensation of approximately $3.4 million.

Earnings Call Information

ev3 will host a conference call tomorrow, July 29, 2008, beginning at 7:30 a.m. Central Time (8:30 a.m. Eastern Time) to review its results of operations for the second quarter of 2008 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 90 days. The live dial-in number for the call is 888-679-8033 (U.S.) or 617-213-4846 (International). The participant passcode is 64950600.

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 617-801-6888 (International) and enter passcode 10431647. The audio replay will be available beginning at 9:30 a.m. Central Time on Tuesday, July 29, 2008 until Tuesday, August 5, 2008.

About ev3 Inc.

Since its founding in 2000, ev3 has been dedicated to developing innovative, breakthrough and clinically proven technologies and solutions for the treatment of lower extremity vascular and neurovascular diseases. ev3’s products are used by endovascular specialists to treat a wide range of peripheral vascular and neurovascular diseases and disorders. 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, thrombectomy catheters and occlusion balloons. More information about the company and its products can be found at www.ev3.net.

ev3, the ev3 logo, Axium, Onyx, EverFlex, EverCross, FoxHollow, SilverHawk and RockHawk are trademarks of ev3 Inc., registered in the U.S. and other countries. All 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 are not historical information are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results and business strategies and other statements identified by words such as “expect,” “anticipate,” “intend,” “will,” “may,” “believe,” “could,” “outlook,” “guidance,” or words of similar meaning and any other statements that are not historical facts. Such forward-looking statements are based upon the current beliefs and expectations of ev3’s management and are inherently subject to risks and uncertainties that could cause actual results to differ materially from those

projected or implied. Such potential risks and uncertainties include, but are not limited to, in no particular order: the failure to achieve profitability within expected time periods, the effect of the termination of ev3’s collaboration and license agreement with Merck & Co, Inc., the failure to realize revenue synergies and cost-savings from ev3’s acquisition of FoxHollow, the closure of its Redwood City facility or delay in realization thereof; the businesses of ev3 and FoxHollow not being integrated successfully, or such integration taking longer or being more difficult, time-consuming or costly to accomplish than expected; the impact of competitive products and pricing; changes in the regulatory environment; availability of third party reimbursement; potential margin pressure resulting from volume selling, as well as potential adverse effects on future product demand resulting from volume purchases; delays in regulatory approvals and the introduction of new products; market acceptance of new products and success of clinical testing. More detailed information on these and additional factors which could affect ev3’s operating and financial results is described in the company’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent quarterly report on Form 10-Q. ev3 Inc. urges all interested parties to read this report to gain a better understanding of the many business and other risks that the company faces. Additionally, ev3 undertakes no obligation to publicly release the results of any revisions to these forward-looking statements, which may be made to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

Use of Non-GAAP Financial Measures

In addition to financial measures prepared in accordance with generally accepted accounting principles (GAAP), ev3 uses certain non-GAAP financial measures. In this release, ev3 uses the non-GAAP financial measures, “EBITDA, excluding charges for non-cash stock-based compensation and the research collaboration asset impairment,” “peripheral vascular and neurovascular net sales, excluding atherectomy and research collaboration related revenues,” “peripheral vascular sales, excluding atherectomy revenues” and “adjusted earnings (loss) per share.” ev3 uses non-GAAP financial measures 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, 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 also believes that the presentation of certain non-GAAP

financial measures provide useful information to investors in evaluating the company’s operations, period over period. Non-GAAP financial measures have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of the company’s results as reported under GAAP. When analyzing ev3’s operating performance, investors should not consider ev3’s EBITDA, excluding charges for non-cash stock-based compensation and the research collaboration asset impairment, ev3’s peripheral vascular and neurovascular net sales, excluding atherectomy and research collaboration related revenues, ev3’s peripheral vascular net sales, excluding atherectomy revenues, or ev3’s adjusted earnings (loss) per share as substitutes for ev3’s net income (loss), ev3’s net sales, ev3’s peripheral vascular net sales or ev3’s net income (loss) per share, respectively, each as prepared in accordance with GAAP. In addition, investors should note that any non-GAAP financial measures used by ev3 may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as that of other companies. Whenever ev3 uses historical non-GAAP financial measures, it provides a reconciliation of the non-GAAP financial measure to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measure. A reconciliation of ev3’s EBITDA, excluding charges for non-cash stock-based compensation and the research collaboration asset impairment, to ev3’s net loss prepared in accordance with GAAP can be found immediately following the detail of net sales by geography later in this press release. This information is also made available on the company’s website at www.ev3.net. ev3, however, does not provide forward-looking guidance for certain financial data, such as depreciation, accretion, net income (loss), net income (loss) per common share and as a result, is not able to provide a reconciliation of GAAP to non-GAAP financial measures for forward-looking data.

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

	For the Three Months Ended						For the Six Months Ended
	June 29,			July 1,			June 29,			July 1,
	2008			2007			2008			2007
Sales
Product sales	$	101,509		$	65,396		$	196,559		$	126,895
Research collaboration		6,208			—			12,415			—
Netsales		107,717			65,396			208,974			126,895
Operating expenses
Product cost of goods sold (a)		34,290			22,362			66,260			42,819
Research collaboration		1,899			—			3,547			—
Sales, general and administrative (a)		65,936			40,882			125,764			80,019
Research and development (a)		14,054			11,323			25,780			18,756
Amortization of intangible assets		7,941			3,864			16,184			7,964
Intangible asset impairment		10,459			—			10,459			—
Gain on sale or disposal of assets, net		—			(1,004	)		—			(988	)
Totaloperatingexpenses		134,579			77,427			247,994			148,570
Lossfromoperations		(26,862	)		(12,031	)		(39,020	)		(21,675	)
Other (income) expense:
Realized and unrealized gains on investments, net		(400	)		—			(400	)		—
Interest (income) expense, net		85			(297	)		(356	)		(406	)
Other (income) expense, net		345			(195	)		(2,087	)		(512	)
Lossbeforeincometaxes		(26,892	)		(11,539	)		(36,177	)		(20,757	)
Income tax expense		530			332			1,015			608
Netloss	$	(27,422	)	$	(11,871	)	$	(37,192	)	$	(21,365	)
Earnings per share:
Net loss per common share (basic and diluted)	$	(0.26	)	$	(0.20	)	$	(0.36	)	$	(0.37	)
Weighted average common shares outstanding		104,247,782			59,543,827			104,176,206			58,529,041
(a) Includes stock-based compensation charges of:
Cost of goods sold	$	179		$	187		$	476		$	345
Sales, general and administrative		3,443			2,207			7,036			4,066
Research and development		270			266			1,111			448
	$	3,892		$	2,660		$	8,623		$	4,859

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

	June 29,			December 31,
	2008			2007
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	38,749		$	81,060
Short-term investments		—			9,744
Accounts receivable, less allowance of $7,826 and $6,783, respectively		73,726			66,170
Inventories		65,356			64,044
Prepaid expenses and other assets		4,096			6,371
Other receivables		1,726			981
Total current assets		183,653			228,370
Restricted cash		1,736			2,204
Property and equipment, net		34,840			37,985
Goodwill		594,238			586,648
Other intangible assets, net		205,616			231,000
Other assets		536			899
Total assets	$	1,020,619		$	1,087,106
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	18,214		$	21,511
Accrued compensation and benefits		30,704			35,301
Accrued liabilities		23,752			49,429
Deferred revenue		4,128			9,347
Current portion of long-term debt		3,571			3,571
Total current liabilities		80,369			119,159
Long-term debt		4,643			6,429
Other long-term liabilities		4,488			3,037
Total liabilities		89,500			128,625
Stockholders’ equity
Common stock, $0.01 par value; 300,000,000 shares authorized; shares issued and outstanding: 105,633,613 shares at June 29, 2008 and 105,078,769 shares at December 31, 2007		1,056			1,051
Additional paid in capital		1,748,911			1,739,064
Accumulated deficit		(818,231	)		(781,039	)
Accumulated other comprehensive loss		(617	)		(595	)
Total stockholders’ equity		931,119			958,481
Total liabilities and stockholders’ equity	$	1,020,619		$	1,087,106

ev3 Inc.
SELECTED NET SALES INFORMATION
(Dollars in thousands, except per share amounts)
(unaudited)

NET SALES BY SEGMENT

	For the Three Months Ended							For the Six Months Ended
	June 29,		July 1,					June 29,		July 1,
	2008		2007		% change			2008		2007		% change
Peripheral Vascular
Atherectomy	$	24,932	$	—	NA			$	47,632	$	—	NA
Stents		27,128		22,153		22	%		51,160		41,959		22	%
Thrombectomy and embolic protection		7,097		8,443		-16	%		13,052		14,661		-11	%
Procedural support and other		11,633		10,035		16	%		23,059		20,502		12	%
Total peripheral vascular		70,790		40,631		74	%		134,903		77,122		75	%
Neurovascular
Embolic products		17,431		12,827		36	%		35,295		25,753		37	%
Neuro access and delivery products		13,288		11,938		11	%		26,361		24,020		10	%
Total neurovascular		30,719		24,765		24	%		61,656		49,773		24	%
Research collaboration		6,208		—	NA				12,415		—	NA
Total company	$	107,717	$	65,396		65	%	$	208,974	$	126,895		65	%

NET SALES BY GEOGRAPHY

	For the Three Months Ended							For the Six Months Ended
	June 29,		July 1,					June 29,		July 1,
	2008		2007		% change			2008		2007		% change
United States	$	71,869	$	39,576		82	%	$	138,321	$	74,716		85	%
International		35,848		25,820		39	%		70,653		52,179		35	%
Total net sales	$	107,717	$	65,396		65	%	$	208,974	$	126,895		65	%

ev3 Inc.
NON-GAAP FINANCIAL MEASURES
(Dollars in thousands)
(unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 29,			July 1,			June 29,			July 1,
	2008			2007			2008			2007
Reconciliation of net loss to EBITDA
Net loss, as reported (GAAP basis)	$	(27,422	)	$	(11,871	)	$	(37,192	)	$	(21,365	)
Interest (income) expense, net		85			(297	)		(356	)		(406	)
Income tax expense		530			332			1,015			608
Depreciation and amortization		10,868			5,670			22,044			11,574
EBITDA	$	(15,939	)	$	(6,166	)	$	(14,489	)	$	(9,589	)
Stock-based compensation		3,892			2,660			8,623			4,859
Research collaboration asset impairment		10,459			—			10,459			—
EBITDA, as adjusted	$	(1,588	)	$	(3,506	)	$	4,593		$	(4,730	)

EX-99.2

Exhibit 99.2

Second Quarter of 2008 Highlights July 28, 2008

3 Forward-Looking Statements Statements contained in this presentation that are not historical information are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results and business strategies and other statements identified by words such as "expect," "anticipate," "intend," "will," "may," "believe," "could," "outlook," "guidance," or words of similar meaning and any other statements that are not historical facts. Such forward- looking statements are based upon the current beliefs and expectations of ev3's management and are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied. Such potential risks and uncertainties include, but are not limited to, in no particular order: the failure to achieve profitability within expected time periods, the effect of the termination of ev3's collaboration and license agreement with Merck & Co, Inc., the failure to realize revenue synergies and cost-savings from ev3's acquisition of FoxHollow, the closure of its Redwood City facility or delay in realization thereof; the businesses of ev3 and FoxHollow not being integrated successfully, or such integration taking longer or being more difficult, time-consuming or costly to accomplish than expected; the impact of competitive products and pricing; changes in the regulatory environment; availability of third party reimbursement; potential margin pressure resulting from volume selling, as well as potential adverse effects on future product demand resulting from volume purchases; delays in regulatory approvals and the introduction of new products; market acceptance of new products and success of clinical testing. More detailed information on these and additional factors which could affect ev3's operating and financial results is described in the company's filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent quarterly report on Form 10- Q. ev3 Inc. urges all interested parties to read this report to gain a better understanding of the many business and other risks that the company faces. Additionally, ev3 undertakes no obligation to publicly release the results of any revisions to these forward-looking statements, which may be made to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

5 Use of Non-GAAP Financial Measures In addition to financial measures prepared in accordance with generally accepted accounting principles (GAAP), ev3 uses certain non-GAAP financial measures. In this presentation, ev3 uses the non-GAAP financial measures, "EBITDA, excluding charges for non-cash stock-based compensation and the research collaboration asset impairment," "peripheral vascular and neurovascular net sales, excluding atherectomy and research collaboration related revenues," "peripheral vascular sales, excluding atherectomy revenues" and "adjusted earnings (loss) per share." ev3 uses non-GAAP financial measures 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, 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 also believes that the presentation of certain non-GAAP financial measures provide useful information to investors in evaluating the company's operations, period over period. Non-GAAP financial measures have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of the company's results as reported under GAAP. When analyzing ev3's operating performance, investors should not consider ev3's EBITDA, excluding charges for non-cash stock-based compensation and the research collaboration asset impairment, ev3's peripheral vascular and neurovascular net sales, excluding atherectomy and research collaboration related revenues, ev3's peripheral vascular net sales, excluding atherectomy revenues, or ev3's adjusted earnings (loss) per share as substitutes for ev3's net income (loss), ev3's net sales, ev3's peripheral vascular net sales or ev3's net income (loss) per share, respectively, each as prepared in accordance with GAAP. In addition, investors should note that any non-GAAP financial measures used by ev3 may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as that of other companies. Whenever ev3 uses historical non-GAAP financial measures, it provides a reconciliation of the non-GAAP financial measure to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measure. A reconciliation of ev3's EBITDA, excluding charges for non-cash stock-based compensation and the research collaboration asset impairment, to ev3's net loss prepared in accordance with GAAP can be found on the company's website at www.ev3.net. ev3, however, does not provide forward-looking guidance for certain financial data, such as depreciation, accretion, net income (loss), net income (loss) per common share and as a result, is not able to provide a reconciliation of GAAP to non-GAAP financial measures for forward-looking data.

7 Q2 Significant Financial Achievements 7 Net sales of $107.7 million exceeded the high end of our guidance range of $101 to $103 million Legacy ev3 net sales, excluding Fox Hollow and research collaboration revenues, increased +17% vs. Q2 2007 Peripheral stents up +22%, the second sequential quarter of > 20% growth +10% growth in Atherectomy Neurovascular product revenue increased +24% Embolic protection sales--which include Axium coils and Onyx--up +36% International up +39% over prior year quarter - up +26% excluding Fx 40 basis point improvement in Product Gross Margin to 66.4% vs. Q2 2007 SG&A down 2 points as a percent of sales to 61% vs. Q2 2007 EBITDA, as adjusted* improved to a loss of $1.6 million vs. a loss of $3.5 million in Q2 2007 *Excluding non-cash stock-based compensation and the Merck collaboration asset impairment charge. This is a non-GAAP financial measure. For a reconciliation, see our website at www.ev3.net.

Actual Results vs. Last Quarter & Year Ago 9 Q1 2008 Actual Q2 2007 Actual $000's except EPS Net Sales Gross Profit Gross Margin Net Loss EBITDA EBITDA, as adjusted GAAP EPS (loss) $65,396 $43,034 65.8% $(11,871) $(6,166) $(3,506) $(0.20) $101,257 $67,639 66.8% $(9,770) $1,450 $6,181 $(0.09) Q2 2008 Actual $107,717 $(27,422) $(15,939) $(1,588) $(0.26) $71,528 66.4% Peripheral Vascular (PV) PV, excluding atherectomy Atherectomy Neurovascular (NV) International Research Collaboration % Chg Seq. % Chg YOY $45,858 $24,932 $30,719 $35,858 $6,208 $41,413 $22,700 $30,937 $34,805 $6,207 $40,631 - -- $24,765 $25,820 - -- 11% 10% - -1% 3% 0% 13% NA 24% 39% NA 6% 65% 6% 66% *All quarters presented are adjusted for non-cash stock-based compensation and Q2 2008 is also adjusted for a non-cash intangible asset impairment charge. For a reconciliation, see our website at www.ev3.net.

Revenue Growth Q3 Q4 Q1 Q2 Q2 East 65.1 92.2 101.3 65.4 107.7 Total Worldwide ev3 ($M) +65% Q3 Q4 Q1 Q2 Q2 East 26.8 28 34.8 25.8 35.9 Total International ($M) +39% Q3 Q4 Q1 Q2 Q2 East 38.7 57.9 64.1 40.6 70.8 (a) Excludes FoxHollow revenue Worldwide Peripheral Vascular ($M) +74% Q3 Q4 Q1 Q2 Q2 East 26.4 28.3 31 24.8 30.7 Worldwide Neurovascular ($M) +24% (a) (a) (a) (a) Q2 Q2 Q2 Q2 2007 2008 11

13 Balance Sheet Highlights Q2 2007 Q3 2007 Q4 2007 Q1 2008 Q2 2008 Cash, Cash Equivalents & Short Term Investments $65,719 $57,136 $90,804 $57,000 $38,749 Total Debt $11,441 $10,892 $10,000 $9,107 $8,214 Working Capital $128,872 $96,950 $109,211 $107,791 $103,284 Stockholders' Equity $336,586 $303,864 $958,481 $954,227 $931,119 $000's 13 Days Sales Outstanding decreased by 8 days to 62 days from last quarter Inventory Days on Hand in Q2 '08 decreased 8% from Q1 '08

15 Q2 Operational Highlights 15 Emphasis on improved productivity within U.S. peripheral vascular sales force showing positive sequential quarterly progress*: Q208: ~$1.5 million per territory Q108: ~$1.4 million per territory Q407: ~$1.3 million per territory Completed co-marketing agreement with BioMedix Vascular Solutions and initiated marketing activities in the U.S. Consolidation of FoxHollow manufacturing operations into Irvine, CA, and Plymouth, MN, facilities substantially completed IDE approved to study RockHawk in combination with SpiderFX Embolic Protection Device - expect to begin enrolling patients in Q4 Implanted the first EverFlex 200mm stent in DURABILITY II IDE study, marking the first time a stent over 150mm has been implanted clinically in U.S. Completed initial European clinical cases for new EverCross angioplasty balloons Enrolled first patient in RACER (Researching Axium Coiling Experience and Recanalization) U.S. post-market study for Axium coil * As measured by average annualized U.S. peripheral vascular net sales per territory

17 Guidance as of July 28, 2008 Revenues: Q3 2008: $104 to $106 million1 Full-Year 2008: $425 to $430 million2 Adjusted EPS (loss)3 per diluted share: Q3 2008: $(0.02) to $0.013,4 Full-Year 2008: $0.00 to $0.053,4 Consists of $100 to $102 million of product net sales and $4.1 million of research collaboration revenue 2 Consists of $408 to $413 million of product net sales and $16.5 million of research collaboration revenue Adjusted EPS (loss) guidance is based on shares outstanding of approximately 104 million and is adjusted to exclude the impact of non-cash stock-based compensation, amortization expense, and one-time non-cash intangible asset impairment charge of $10.5M. These are forward-looking non- GAAP financial measures. The most comparable GAAP measures are in note 4 below. Q308 GAAP EPS (loss) guidance: $(0.11) to $(0.08); Full-Year 2008 GAAP EPS: $(0.53) to $(0.48)

Business Model Structure 2008 Goal % of sales Sales 100% Gross Margin 67% Selling, General & Administrative 52% Taxes 0.5% Research & Development 12% Stock-Based Comp & Amortization 11% Adjusted Earnings (Loss)1 1.3% 2007 Actual 100% 65% 66% 0.3% 17% 11% (22.4%) 1 Adjusted Earnings (Loss) excludes Stock-based Comp & Amortization. For the year ended December 31, 2007, Adjusted Earnings (Loss) also excludes $70.7M of Acquired IPR&D. For the year ended December 31, 2008, Adjusted Earnings (Loss) also excludes a one-time non-cash intangible asset impairment charge of $10.5M. These are non-GAAP financial measures. 19

21 ev3 is Leading the Way in Endovascular Therapies Improving sales productivity and operational execution Continued improvement in atherectomy product sales Expansion in Neurovascular - Axium leading the way Strong International organization driving penetration and growth Advancing products through clinical trial programs Strengthening management focus and execution Optimizing operating cost structure to achieve sustained profitability

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Second Quarter of 2008 Highlights July 28, 2008