##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended October 4, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission file number: 000-51348
 ev3 Inc.
  Delaware
    
    32-0138874(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 9600 54 th Avenue North, Suite 100
Plymouth, Minnesota 55442
 (763) 398-7000
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if smaller reporting company)
 o þ




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##### 



ev3 Inc.
FORM 10-Q
For the Quarterly Period Ended October 4, 2009
 TABLE OF CONTENTS
 Description
    
    
    
    PagePART I.
    

FINANCIAL
INFORMATIONITEM 1.
    
    Financial StatementsConsolidated Balance Sheets as of October 4, 2009 and December 31, 2008 (unaudited)
    
    
    1Consolidated Statements of Operations for the three and nine months ended
October 4, 2009 and September 28, 2008 (unaudited)
    
    
    2Consolidated Statements of Cash Flows for the nine months ended October 4, 2009
and September 28, 2008 (unaudited)
    
    
    3Notes to the Consolidated Financial Statements
    
    
    4ITEM 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19ITEM 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    35ITEM 4.
    
    Controls and Procedures
    
    
    36PART II.
    
    OTHER INFORMATIONITEM 1.
    
    Legal Proceedings
    
    
    37ITEM 1A.
    
    Risk Factors
    
    
    37ITEM 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    38ITEM 3.
    
    Defaults Upon Senior Securities
    
    
    38ITEM 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    38ITEM 5.
    
    Other Information
    
    
    38ITEM 6.
    
    Exhibits
    
    
    39SIGNATURE PAGE
    
    
    40Exhibit Index
    
    
    41EX-10.1EX-31.1EX-31.2EX-32.1EX-32.2
  
 This
report contains not only historical information, but also forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by those
sections. We refer you to the information under the heading Part I. Item 2. Managements
Discussion and Analysis of Financial Condition and Results of OperationsForward-Looking
Statements.
 In this report, references to ev3, the company, we, our or us in this report, unless the
context otherwise requires, refer to ev3 Inc. and its subsidiaries.
 All trademarks or trade names referred to in this report are the property of their respective
owners.




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM I. FINANCIAL STATEMENTS
 ev3 Inc.
 
 CONSOLIDATED BALANCE SHEETS
 (Dollars in thousands, except per share amounts)
 (unaudited)
 October 4,
    
    
    December 31,2009
    
    
    2008AssetsCurrent assetsCash and cash equivalents
    
    $
    80,504
    
    
    $
    59,652Accounts receivable, less allowances of $8,585 and $8,098, respectively
    
    
    79,320
    
    
    
    72,814Inventories, net
    
    
    45,834
    
    
    
    47,687Prepaid expenses and other current assets
    
    
    6,630
    
    
    
    6,970Total current assets
    
    
    212,288
    
    
    
    187,123Restricted cash
    
    
    3,581
    
    
    
    1,531Property and equipment, net
    
    
    26,439
    
    
    
    30,681Goodwill
    
    
    367,311
    
    
    
    315,654Intangible assets, net
    
    
    261,710
    
    
    
    185,292Other assets
    
    
    581
    
    
    
    383Total assets
    
    $
    871,910
    
    
    $
    720,664Liabilities and stockholders equityCurrent liabilitiesCurrent portion of long-term debt
    
    $
    2,500
    
    
    $
    2,500Accounts payable
    
    
    18,590
    
    
    
    15,657Accrued compensation and benefits
    
    
    28,657
    
    
    
    29,547Accrued liabilities
    
    
    22,295
    
    
    
    19,744Total current liabilities
    
    
    72,042
    
    
    
    67,448Long-term debt
    
    
    4,583
    
    
    
    6,458Other long-term liabilities
    
    
    58,083
    
    
    
    6,217Total liabilities
    
    
    134,708
    
    
    
    80,123Stockholders equityPreferred 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 at October 4, 2009
and 105,822,444 at December 31, 2008
    
    
    1,122
    
    
    
    1,058Additional paid-in capital
    
    
    1,824,406
    
    
    
    1,756,832Accumulated deficit
    
    
    (1,087,745
    )
    
    
    (1,116,661
    )Accumulated other comprehensive loss
    
    
    (581
    )
    
    
    (688
    )Total stockholders equity
    
    
    737,202
    
    
    
    640,541Total liabilities and stockholders equity
    
    $
    871,910
    
    
    $
    720,664
  1




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ev3 Inc.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(unaudited)
 Three Months Ended
    
    
    Nine Months EndedOctober 4, 2009
    
    
    September 28, 2008
    
    
    October 4, 2009
    
    
    September 28, 2008Sales:Net product sales
    
    $
    112,838
    
    
    $
    100,018
    
    
    $
    322,319
    
    
    $
    296,577Research collaboration
    
    
    
    
    
    
    7,011
    
    
    
    
    
    
    
    19,426Net sales
    
    
    112,838
    
    
    
    107,029
    
    
    
    322,319
    
    
    
    316,003Operating expenses:Product cost of goods sold
    
    
    28,608
    
    
    
    36,182
    
    
    
    90,074
    
    
    
    102,442Research collaboration
    
    
    
    
    
    
    2,100
    
    
    
    
    
    
    
    5,647Sales, general and administrative
    
    
    55,030
    
    
    
    53,121
    
    
    
    165,639
    
    
    
    178,885Research and development
    
    
    12,545
    
    
    
    12,133
    
    
    
    36,433
    
    
    
    37,913Amortization of intangible assets
    
    
    6,802
    
    
    
    8,101
    
    
    
    18,444
    
    
    
    24,285Contingent consideration
    
    
    2,271
    
    
    
    
    
    
    
    2,467
    
    
    
    Intangible asset impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,459Total operating expenses
    
    
    105,256
    
    
    
    111,637
    
    
    
    313,057
    
    
    
    359,631Income (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
    
    
    
    192Income (loss) before income taxes
    
    
    7,585
    
    
    
    (6,794
    )
    
    
    11,405
    
    
    
    (42,971
    )Income tax expense (benefit)
    
    
    849
    
    
    
    516
    
    
    
    (17,511
    )
    
    
    1,531Net 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 shares outstanding:Basic
    
    
    110,507,687
    
    
    
    104,474,600
    
    
    
    107,080,500
    
    
    
    104,276,029Diluted
    
    
    112,277,954
    
    
    
    104,474,600
    
    
    
    107,719,897
    
    
    
    104,276,029
  2




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ev3 Inc.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)
 Nine Months EndedOctober 4, 2009
    
    
    September 28, 2008Operating activitiesNet income (loss)
    
    $
    28,916
    
    
    $
    (44,502
    )Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    26,873
    
    
    
    33,016Contingent consideration
    
    
    2,467
    
    
    
    Provision for bad debts and sales returns
    
    
    268
    
    
    
    1,840Provision for inventory obsolescence
    
    
    7,731
    
    
    
    7,304Gain on sale or disposal of investments and assets, net
    
    
    (4,045
    )
    
    
    (426
    )Stock-based compensation expense
    
    
    10,949
    
    
    
    11,682Intangible asset impairment
    
    
    
    
    
    
    10,459Deferred income taxes
    
    
    (18,998
    )
    
    
    Change in operating assets and liabilities, net of acquired:Accounts receivable
    
    
    (5,852
    )
    
    
    (8,550
    )Inventories
    
    
    (5,326
    )
    
    
    (832
    )Prepaid expenses and other assets
    
    
    633
    
    
    
    (194
    )Accounts payable
    
    
    812
    
    
    
    (3,431
    )Accrued expenses and other liabilities
    
    
    2,939
    
    
    
    (27,822
    )Deferred revenue
    
    
    
    
    
    
    (9,043
    )Net cash provided by (used in) operating activities
    
    
    47,367
    
    
    
    (30,499
    )Investing activitiesProceeds from investments
    
    
    4,118
    
    
    
    9,744Purchase of investments
    
    
    (300
    )
    
    
    Purchase of property and equipment
    
    
    (3,766
    )
    
    
    (9,032
    )Purchase of patents and licenses
    
    
    (1,792
    )
    
    
    (2,250
    )Proceeds from sale of assets
    
    
    
    
    
    
    1,061Acquisitions, net of cash acquired
    
    
    (24,735
    )
    
    
    (7,627
    )Change in restricted cash
    
    
    (1,969
    )
    
    
    771Net cash used in investing activities
    
    
    (28,444
    )
    
    
    (7,333
    )Financing activitiesProceeds from issuance of debt
    
    
    
    
    
    
    10,000Payments on long-term debt and capital lease obligations
    
    
    (2,008
    )
    
    
    (10,534
    )Debt issuance costs
    
    
    
    
    
    
    180Proceeds from exercise of stock options
    
    
    1,470
    
    
    
    1,272Proceeds from employee stock purchase plan
    
    
    2,099
    
    
    
    1,903Other
    
    
    (9
    )
    
    
    (341
    )Net cash provided by financing activities
    
    
    1,552
    
    
    
    2,480Effect of exchange rate changes on cash
    
    
    377
    
    
    
    239Net increase (decrease) in cash and cash equivalents
    
    
    20,852
    
    
    
    (35,113
    )Cash and cash equivalents, beginning of period
    
    
    59,652
    
    
    
    81,060Cash and cash equivalents, end of period
    
    $
    80,504
    
    
    $
    45,947
  3




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##### Table of Contents



ev3 Inc.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Description of Business
  2. Basis of Presentation
      Critical Accounting Policies and Estimates
  Contingent Consideration
  4




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Forward Foreign Currency Contracts
  New Accounting Pronouncements
     ,
 5




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##### Table of Contents



3. Fair Value Measurements
  
    
    Level 1. Observable inputs such as quoted prices in active markets;
    
    Level 2. Inputs, other than the quoted prices in active markets, that are observable
either directly or indirectly; and
    
    Level 3. Unobservable inputs in which there is little or no market data, which require
the reporting entity to develop its own assumptions.
 Assets and Liabilities Measured at Fair Value on a Recurring Basis
    Three Months Ended
    
    
    Nine Months EndedContingent Consideration:
    
    October 4, 2009
    
    
    October 4, 2009Balance at Beginning of Period
    
    $
    37,471
    
    
    $
    Purchase price contingent consideration
    
    
    
    
    
    
    37,275Change in fair value of contingent consideration
    
    
    2,271
    
    
    
    2,467Balance as of October 4, 2009
    
    $
    39,742
    
    
    $
    39,742
 6




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##### Table of Contents



4. Stock-Based Compensation
  Stock-Based Compensation Expense:
    
    Three Months Ended
    
    
    Nine Months EndedOctober 4, 2009
    
    
    September 28, 2008
    
    
    October 4, 2009
    
    
    September 28, 2008Product cost of goods sold
    
    $
    251
    
    
    $
    121
    
    
    $
    732
    
    
    $
    596Sales, general and administrative
    
    
    2,975
    
    
    
    2,572
    
    
    
    9,089
    
    
    
    9,608Research and development
    
    
    400
    
    
    
    366
    
    
    
    1,128
    
    
    
    1,478Total stock-based compensation expense
    
    $
    3,626
    
    
    $
    3,059
    
    
    $
    10,949
    
    
    $
    11,682
    5. Chestnut Medical Acquisition
     Purchase
Price ConsiderationEquity consideration
    
    $
    53,186Cash consideration
    
    
    26,240Total cash and equity
    
    $
    79,426Contingent consideration
    
    
    37,275Total purchase price consideration
    
    $
    116,701
 7




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##### Table of Contents



June 23,2009Intangible assets
    
    $
    93,070Tangible assets acquired, net of liabilities assumed
    
    
    821Deferred tax liabilities acquired, net
    
    
    (29,147
    )Goodwill
    
    
    51,957Estimated value of identifiable tangible and
intangible assets, net deferred tax liabilities and
goodwill
    
    $
    116,701
   Weighted AverageFair Value
    
    
    AmortizationIntangible Asset Description
    

Assigned
    
    
    Period (in years)Developed and core technology
    
    $
    64,130
    
    
    12Customer and distributor relationships
    
    
    220
    
    
    3Trademarks and tradenames
    
    
    960
    
    
    5Non-compete agreements
    
    
    360
    
    
    3Total amortizable intangible assets acquired
    
    $
    65,670
    
    
    11Acquired in-process research and development
    
    
    27,400
    
    
    IndefiniteTotal intangible assets acquired (excluding goodwill)
    
    $
    93,070
 8




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6. Restructuring
  9




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##### Table of Contents



AdjustmentsReflected inBalance at
    
    
    Adjustments to
    
    
    Consolidated
    
    
    
    
    
    
    Balance atDecember 31,
    
    
    Purchase Price
    
    
    Statements of
    
    
    
    
    
    
    October 4,2008
    
    
    Allocation
    
    
    Operations
    
    
    Amounts Paid
    
    
    2009Workforce reductions
    
    $
    670
    
    
    $
    (300
    )
    
    $
    (49
    )
    
    $
    (321
    )
    
    $
    Termination of
contractual commitments
    
    
    7,495
    
    
    
    
    
    
    
    3,421
    
    
    
    (2,563
    )
    
    
    8,353Total
    
    $
    8,165
    
    
    $
    (300
    )
    
    $
    3,372
    
    
    $
    (2,884
    )
    
    $
    8,353
 7. Inventories, Net
  October 4, 2009
    
    
    December 31, 2008Raw materials
    
    $
    11,376
    
    
    $
    10,472Work in-progress
    
    
    5,358
    
    
    
    4,144Finished goods
    
    
    39,385
    
    
    
    43,40856,119
    
    
    
    58,024Inventory reserve
    
    
    (10,285
    )
    
    
    (10,337
    )Inventory, net
    
    $
    45,834
    
    
    $
    47,687
  8. Property and Equipment, Net
  October 4, 2009
    
    
    December 31, 2008Machinery and equipment
    
    $
    31,191
    
    
    $
    29,550Office furniture and equipment
    
    
    19,649
    
    
    
    18,466Leasehold improvements
    
    
    14,902
    
    
    
    14,131Construction in progress
    
    
    4,290
    
    
    
    5,67070,032
    
    
    
    67,817Less:Accumulated depreciation
    
    
    (43,593
    )
    
    
    (37,136
    )Property and equipment, net
    
    $
    26,439
    
    
    $
    30,681
  10




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##### Table of Contents



9. Goodwill and Intangible Assets
  PeripheralVascular
    
    
    Neurovascular
    
    
    TotalBalance as of December 31, 2008
    
    $
    230,400
    
    
    $
    85,254
    
    
    $
    315,654Adjustment to goodwill related to
acquisition of
FoxHollow (Note 6)
    
    
    (300
    )
    
    
    
    
    
    
    (300
    )Goodwill related to acquisition of
Chestnut (Note 5)
    
    
    
    
    
    
    51,957
    
    
    
    51,957Balance as of October 4, 2009
    
    $
    230,100
    
    
    $
    137,211
    
    
    $
    367,311
  Weighted
    
    
    October 4, 2009
    
    
    December 31, 2008Average
    
    
    Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetUseful Life
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying(in years)
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    AmountPatents and licenses
    
    
    5.0
    
    
    $
    16,945
    
    
    $
    (7,409
    )
    
    $
    9,536
    
    
    $
    15,413
    
    
    $
    (6,264
    )
    
    $
    9,149Developed technology
    
    
    11.0
    
    
    
    260,147
    
    
    
    (78,559
    )
    
    
    181,588
    
    
    
    196,016
    
    
    
    (66,312
    )
    
    
    129,704Trademarks and tradenames
    
    
    8.0
    
    
    
    13,182
    
    
    
    (5,263
    )
    
    
    7,919
    
    
    
    12,222
    
    
    
    (4,457
    )
    
    
    7,765Customer relationships
    
    
    10.0
    
    
    
    56,314
    
    
    
    (21,373
    )
    
    
    34,941
    
    
    
    56,094
    
    
    
    (17,967
    )
    
    
    38,127Acquired in-process research and development
    
    
    
    
    
    
    27,400
    
    
    
    
    
    
    
    27,400
    
    
    
    
    
    
    
    
    
    
    
    Distribution rights
    
    
    2.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,966
    
    
    
    (7,419
    )
    
    
    547Other intangible assets
    
    
    3.0
    
    
    
    360
    
    
    
    (34
    )
    
    
    326
    
    
    
    
    
    
    
    
    
    
    
    Intangible assets, net
    
    
    
    
    
    $
    374,348
    
    
    $
    (112,638
    )
    
    $
    261,710
    
    
    $
    287,711
    
    
    $
    (102,419
    )
    
    $
    185,292
    2009
    
    $
    24,7142010
    
    
    25,4002011
    
    
    23,8412012
    
    
    23,6232013
    
    
    23,278
 10. Intangible Asset Impairment
  11




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11. Long-Term Debt
  October 4, 2009
    
    
    December 31, 2008Term loan
    
    $
    7,083
    
    
    $
    8,958Less: current portion
    
    
    (2,500
    )
    
    
    (2,500
    )Total long-term debt
    
    $
    4,583
    
    
    $
    6,458
      12




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##### Table of Contents



Remaining 2009
    
    $
    6252010
    
    
    2,5002011
    
    
    2,5002012
    
    
    1,458Total
    
    $
    7,083
 12. Other Long-term Liabilities
  October 4, 2009
    
    
    December 31, 2008Contingent consideration (see Note 5)
    
    $
    39,742
    
    
    $
    Deferred tax liability (see Note 5 and 14)
    
    
    10,149
    
    
    
    Other long-term liabilities
    
    
    8,192
    
    
    
    6,217Total other long-term liabilities
    
    $
    58,083
    
    
    $
    6,217
 13. Gain on Investments, Net
  14. Income Taxes
     13




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15. Other Comprehensive Income (Loss)
  Three Months Ended
    
    
    Nine Months EndedOctober 4,2009
    
    
    September 28,2008
    
    
    October 4,2009
    
    
    September 28,2008Net income (loss)
    
    $
    6,736
    
    
    $
    (7,310
    )
    
    $
    28,916
    
    
    $
    (44,502
    )Changes in foreign currency translation
    
    
    (161
    )
    
    
    137
    
    
    
    107
    
    
    
    115Total comprehensive income (loss)
    
    $
    6,575
    
    
    $
    (7,173
    )
    
    $
    29,023
    
    
    $
    (44,387
    )
 16. Commitments and Contingencies
 Operating Leases
    Years ending December 31:2009
    
    $
    7,7622010
    
    
    6,9552011
    
    
    4,7162012
    
    
    3,3172013
    
    
    2,912Thereafter
    
    
    8,423$
    34,085
    14




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##### Table of Contents



Letters of Credit
  Contingent Consideration
  Other Contingencies
    15




---



##### Table of Contents



17. Segment and Geographic Information
    16




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##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedOctober 4,
    
    
    September 28,
    
    
    October 4,
    
    
    September 28,2009
    
    
    2008
    
    
    2009
    
    
    2008Net salesNet product sales:Peripheral vascular:Atherectomy
    
    $
    19,607
    
    
    $
    20,992
    
    
    $
    60,024
    
    
    $
    68,624Stents
    
    
    28,787
    
    
    
    26,772
    
    
    
    86,620
    
    
    
    77,932Thrombectomy and embolic protection
    
    
    7,319
    
    
    
    6,938
    
    
    
    23,280
    
    
    
    19,990Procedural support and other
    
    
    11,898
    
    
    
    12,184
    
    
    
    35,902
    
    
    
    35,243Total peripheral vascular
    
    
    67,611
    
    
    
    66,886
    
    
    
    205,826
    
    
    
    201,789Neurovascular:Embolic products
    
    
    28,408
    
    
    
    18,174
    
    
    
    69,599
    
    
    
    53,469Neuro access and delivery products and other
    
    
    16,819
    
    
    
    14,958
    
    
    
    46,894
    
    
    
    41,319Total neurovascular
    
    
    45,227
    
    
    
    33,132
    
    
    
    116,493
    
    
    
    94,788Total net product sales
    
    
    112,838
    
    
    
    100,018
    
    
    
    322,319
    
    
    
    296,577Research collaboration
    
    
    
    
    
    
    7,011
    
    
    
    
    
    
    
    19,426Total net sales
    
    $
    112,838
    
    
    $
    107,029
    
    
    $
    322,319
    
    
    $
    316,003Gross profit:Peripheral vascular
    
    $
    49,830
    
    
    $
    39,480
    
    
    $
    143,961
    
    
    $
    124,442Neurovascular
    
    
    34,400
    
    
    
    24,356
    
    
    
    88,284
    
    
    
    69,693Research collaboration
    
    
    
    
    
    
    4,911
    
    
    
    
    
    
    
    13,779Total gross profit (1)
    
    $
    84,230
    
    
    $
    68,747
    
    
    $
    232,245
    
    
    $
    207,914Operating expense
    
    
    76,648
    
    
    
    73,355
    
    
    
    222,983
    
    
    
    251,542Income (loss) from operations
    
    $
    7,582
    
    
    $
    (4,608
    )
    
    $
    9,262
    
    
    $
    (43,628
    )
 October 4,
    
    
    December 31,2009
    
    
    2008Total assets:Peripheral vascular
    
    $
    539,618
    
    
    $
    545,588Neurovascular
    
    
    332,292
    
    
    
    175,076Total
    
    $
    871,910
    
    
    $
    720,664
 
 (1)
    
    Gross profit for internal measurement purposes is defined as net sales less cost of goods
sold excluding amortization of intangible assets.  Three Months Ended
    
    
    Nine Months EndedOctober 4,
    
    
    September 28,
    
    
    October 4,
    
    
    September 28,2009
    
    
    2008
    
    
    2009
    
    
    2008Geographic DataNet Sales:United States
    
    $
    68,430
    
    
    $
    70,452
    
    
    $
    197,779
    
    
    $
    208,773International
    
    
    44,408
    
    
    
    36,577
    
    
    
    124,540
    
    
    
    107,230Total net sales
    
    $
    112,838
    
    
    $
    107,029
    
    
    $
    322,319
    
    
    $
    316,003
 October 4,
    
    
    December 31,2009
    
    
    2008Long-lived Assets:United States
    
    $
    25,229
    
    
    $
    29,603International
    
    
    1,210
    
    
    
    1,078Total long-lived assets
    
    $
    26,439
    
    
    $
    30,681
 17




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##### Table of Contents



18. Related Party Transaction
  19. Net Income (Loss) Per Common Share
   Three Months Ended
    
    Nine Months EndedOctober 4,
    
    September 28,
    
    October 4,
    
    September 28,2009
    
    2008
    
    2009
    
    2008Weighted average number of shares outstanding, basic
    
    
    110,507,687
    
    
    
    104,474,600
    
    
    
    107,080,500
    
    
    
    104,276,029Common stock equivalents:Stock options
    
    
    1,024,527
    
    
    
    
    
    
    
    257,253
    
    
    
    Stock awards
    
    
    745,740
    
    
    
    
    
    
    
    382,144
    
    
    
    Weighted average number of shares outstanding, diluted
    
    
    112,277,954
    
    
    
    104,474,600
    
    
    
    107,719,897
    
    
    
    104,276,029
   Three Months Ended
    
    Nine Months EndedOctober 4,
    
    September 28,
    
    October 4,
    
    September 28,2009
    
    2008
    
    2009
    
    2008Stock options
    
    
    5,633,569
    
    
    
    9,255,611
    
    
    
    7,267,777
    
    
    
    9,543,725Restricted stock awards and restricted stock units
    
    
    167,618
    
    
    
    1,011,779
    
    
    
    495,285
    
    
    
    1,093,897
 18




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Business Overview
      19




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##### Table of Contents



Summary of Third Fiscal Quarter 2009 Financial Results and Outlook
  20




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##### Table of Contents




    
    Net sales of our peripheral vascular products increased 1% to $67.6 million in the
third fiscal quarter 2009 compared to the third fiscal quarter 2008 primarily as a
result of increased market penetration of our EverFlex family of stents, embolic
protection devices and balloon expandable stents, partially offset by a decline in
sales of our atherectomy products and sales declines in older generation products. We
expect continued penetration with our EverFlex family of stents during the remainder of
2009, although we remain cautious of the current regulatory environment regarding the
off-label utilization of devices and increased competition we may experience. During
the third fiscal quarter 2009, although our atherectomy sales decreased compared to the
third fiscal quarter 2008, we expect the recent launch of our new TurboHawk atherectomy
system to have a positive impact on our atherectomy sales going forward.
 
    
    Net sales of our neurovascular products increased 37% to $45.2 million in the third
fiscal quarter 2009 compared to the third fiscal quarter 2008 primarily as a result of
continued market penetration of our Axium coil and Onyx Liquid Embolic System and the
launch of our Pipeline Embolization Device in Europe and other international markets.
We began conducting physician preference testing for our Axium PGLA and Nylon
microfilament coils. We also launched our Marksman delivery catheter and Alligator
Retrieval Device in the U.S. and Europe during the third fiscal quarter 2009. We
believe our neurovascular business should benefit from the continued market penetration
of the Axium coil and Onyx Liquid Embolic System during the remainder of 2009 and from
new product introductions, including our Pipeline and Alligator devices, expanded
geographic presence and improved pricing.
 
    
    On a geographic basis, 61% of our net sales for the third fiscal quarter 2009 were
generated in the U.S. and 39% were generated outside the U.S. Our international net
sales increased 21% to $44.4 million in the third fiscal quarter 2009 compared to the
third fiscal quarter 2008 driven by market penetration of the Axium coil and neuro
stents, as well as the launch of our Pipeline device. We expect our international
business to continue to benefit from our ability to sell our EverCross and NanoCross
PTA balloon catheters outside the United States, the recent launch of our Pipeline
Embolization Device in Europe and other international markets, and the launch of our
Axium PGLA and Nylon microfilament coils, Marksman delivery catheter and Alligator
Retrieval Device in Europe. Changes in foreign currency exchange rates had a negative
impact on our net sales for the third fiscal quarter 2009 of approximately $1.7 million
compared to the third fiscal quarter 2008, principally resulting from the relationship
of the U.S. dollar as compared to the euro. We expect foreign currency exchange rates
to have a positive impact on our net sales during the fourth fiscal quarter 2009
compared to our net sales during the same period during 2008.
 
    
    Product gross margin increased to 75% in the third fiscal quarter 2009 compared to
64% in the third fiscal quarter 2008 primarily attributable to manufacturing
efficiencies, including synergies related to the consolidation of our FoxHollow
manufacturing operations, margin improvement associated with selling our own line of
PTA balloons, product mix and volume growth. We expect to continue to increase our
product gross margins through our focus on manufacturing efficiencies. Product gross
margin for internal measurement purposes is defined as net product sales less product
cost of goods sold, excluding amortization of intangible assets, divided by net product
sales.
 
    
    Sales, general and administrative expenses declined to 49% of net product sales in
the third fiscal quarter 2009 compared to 53% in the third fiscal quarter 2008
primarily due to continued expense leverage. We expect our sales, general and
administrative expenses as a percentage of net product sales to continue to decline
during the remainder of 2009 compared to 2008 primarily as a result of our anticipated
continued leverage of our cost structure. We expect to continue to focus on our vital
few programs and implement systems and processes to improve our sales execution.
 
    
    Our net income for the third fiscal quarter 2009 was $6.7 million, or $0.06 per
basic and diluted common share, compared to a net loss of $7.3 million, or $0.07 per
share, in the third fiscal quarter of 2008.
 21




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##### Table of Contents




    
    Our cash and cash equivalents were $80.5 million at October 4, 2009, an increase of
$20.1 million compared to the end of the second fiscal quarter 2009. This increase was
primarily a result of cash provided by operating activities, totaling $20.9 million in
the third fiscal quarter 2009. We plan to continue to focus on generating positive
cash flow from operations during the remainder of 2009.
 Results of Operations
  Three Months Ended
    
    
    
    
    
    
    Nine Months EndedOctober 4,
    
    
    September 28,
    
    
    Percent
    
    
    October 4,
    
    
    September 28,
    
    
    Percent2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    2008
    
    
    ChangeResults of Operations:Sales:Net product sales
    
    $
    112,838
    
    
    $
    100,018
    
    
    
    12.8
    %
    
    $
    322,319
    
    
    $
    296,577
    
    
    
    8.7
    %Research collaboration
    
    
    
    
    
    
    7,011
    
    
    
    (100.0
    )%
    
    
    
    
    
    
    19,426
    
    
    
    (100.0
    )%Net sales
    
    
    112,838
    
    
    
    107,029
    
    
    
    5.4
    %
    
    
    322,319
    
    
    
    316,003
    
    
    
    2.0
    %Operating expenses:Product cost of goods sold (a)
    
    
    28,608
    
    
    
    36,182
    
    
    
    (20.9
    )%
    
    
    90,074
    
    
    
    102,442
    
    
    
    (12.1
    )%Research collaboration
    
    
    
    
    
    
    2,100
    
    
    
    (100.0
    )%
    
    
    
    
    
    
    5,647
    
    
    
    (100.0
    )%Sales, general and administrative (a)
    
    
    55,030
    
    
    
    53,121
    
    
    
    3.6
    %
    
    
    165,639
    
    
    
    178,885
    
    
    
    (7.4
    )%Research and development (a)
    
    
    12,545
    
    
    
    12,133
    
    
    
    3.4
    %
    
    
    36,433
    
    
    
    37,913
    
    
    
    (3.9
    )%Amortization of intangible assets
    
    
    6,802
    
    
    
    8,101
    
    
    
    (16.0
    )%
    
    
    18,444
    
    
    
    24,285
    
    
    
    (24.1
    )%Contingent consideration
    
    
    2,271
    
    
    
    
    
    
    
    100.0
    %
    
    
    2,467
    
    
    
    
    
    
    
    100.0
    %Intangible asset impairment
    
    
    
    
    
    
    
    
    
    NM
    
    
    
    
    
    
    10,459
    
    
    
    (100.0
    )%Total operating expenses
    
    
    105,256
    
    
    
    111,637
    
    
    
    (5.7
    )%
    
    
    313,057
    
    
    
    359,631
    
    
    
    (13.0
    )%Income (loss) from operations
    
    
    7,582
    
    
    
    (4,608
    )
    
    NM
    
    
    9,262
    
    
    
    (43,628
    )
    
    NMOther expense (income):Gain on investments, net
    
    
    
    
    
    
    (142
    )
    
    NM
    
    
    (4,072
    )
    
    
    (542
    )
    
    NMInterest expense (income), net
    
    
    140
    
    
    
    49
    
    
    NM
    
    
    575
    
    
    
    (307
    )
    
    NMOther (income) expense, net
    
    
    (143
    )
    
    
    2,279
    
    
    NM
    
    
    1,354
    
    
    
    192
    
    
    NMIncome (loss) before income taxes
    
    
    7,585
    
    
    
    (6,794
    )
    
    NM
    
    
    11,405
    
    
    
    (42,971
    )
    
    NMIncome tax expense (benefit)
    
    
    849
    
    
    
    516
    
    
    
    64.5
    %
    
    
    (17,511
    )
    
    
    1,531
    
    
    NMNet income (loss)
    
    $
    6,736
    
    
    $
    (7,310
    )
    
    NM
    
    $
    28,916
    
    
    $
    (44,502
    )
    
    NMEarnings 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 shares outstanding:Basic
    
    
    110,507,687
    
    
    
    104,474,600
    
    
    
    
    
    
    
    107,080,500
    
    
    
    104,276,029Diluted
    
    
    112,277,954
    
    
    
    104,474,600
    
    
    
    
    
    
    
    107,719,897
    
    
    
    104,276,029
 
 (a)
    
    Includes stock-based compensation expenses of: Three Months Ended
    
    
    Nine Months EndedOctober 4,
    
    
    September 28,
    
    
    October 4,
    
    
    September 28,2009



    2008



    2009



    2008Product cost of goods sold
    
    $
    251
    
    
    $
    121
    
    
    $
    732
    
    
    $
    596Sales, general and
administrative
    
    
    2,975
    
    
    
    2,572
    
    
    
    9,089
    
    
    
    9,608Research and development
    
    
    400
    
    
    
    366
    
    
    
    1,128
    
    
    
    1,478$
    3,626
    
    
    $
    3,059
    
    
    $
    10,949
    
    
    $
    11,682
 22




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##### Table of Contents



Three Months Ended
    
    
    
    
    
    
    Nine Months EndedOctober 4,
    
    
    September 28,
    
    
    Percent
    
    
    October 4,
    
    
    September 28,
    
    
    Percent2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    2008
    
    
    ChangeNET SALES BY SEGMENT:Net product sales:Peripheral vascular:Atherectomy
    
    $
    19,607
    
    
    $
    20,992
    
    
    
    (6.6
    )%
    
    $
    60,024
    
    
    $
    68,624
    
    
    
    (12.5
    )%Stents
    
    
    28,787
    
    
    
    26,772
    
    
    
    7.5
    %
    
    
    86,620
    
    
    
    77,932
    
    
    
    11.1
    %Thrombectomy and embolic protection
    
    
    7,319
    
    
    
    6,938
    
    
    
    5.5
    %
    
    
    23,280
    
    
    
    19,990
    
    
    
    16.5
    %Procedural support and other
    
    
    11,898
    
    
    
    12,184
    
    
    
    (2.3
    )%
    
    
    35,902
    
    
    
    35,243
    
    
    
    1.9
    %Total peripheral vascular
    
    
    67,611
    
    
    
    66,886
    
    
    
    1.1
    %
    
    
    205,826
    
    
    
    201,789
    
    
    
    2.0
    %Neurovascular:Embolic products
    
    
    28,408
    
    
    
    18,174
    
    
    
    56.3
    %
    
    
    69,599
    
    
    
    53,469
    
    
    
    30.2
    %Neuro access and delivery products and other
    
    
    16,819
    
    
    
    14,958
    
    
    
    12.4
    %
    
    
    46,894
    
    
    
    41,319
    
    
    
    13.5
    %Total neurovascular
    
    
    45,227
    
    
    
    33,132
    
    
    
    36.5
    %
    
    
    116,493
    
    
    
    94,788
    
    
    
    22.9
    %Total net product sales
    
    
    112,838
    
    
    
    100,018
    
    
    
    12.8
    %
    
    
    322,319
    
    
    
    296,577
    
    
    
    8.7
    %Research collaboration
    
    
    
    
    
    
    7,011
    
    
    
    (100.0
    )%
    
    
    
    
    
    
    19,426
    
    
    
    (100.0
    )%Total net sales
    
    $
    112,838
    
    
    $
    107,029
    
    
    
    5.4
    %
    
    $
    322,319
    
    
    $
    316,003
    
    
    
    2.0
    %
 Three Months Ended
    
    
    
    
    
    
    Nine Months EndedOctober 4,
    
    
    September 28,
    
    
    Percent
    
    
    October 4,
    
    
    September 28,
    
    
    Percent2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    2008
    
    
    ChangeNET SALES BY GEOGRAPHY:United States
    
    $
    68,430
    
    
    $
    70,452
    
    
    
    (2.9
    )%
    
    $
    197,779
    
    
    $
    208,773
    
    
    
    (5.3
    )%International:Before foreign exchange impact
    
    
    46,129
    
    
    
    36,577
    
    
    
    26.1
    %
    
    
    135,104
    
    
    
    107,230
    
    
    
    26.0
    %Foreign exchange impact
    
    
    (1,721
    )
    
    
    
    
    
    
    
    
    
    
    (10,564
    )
    
    
    
    
    
    
    Total international
    
    
    44,408
    
    
    
    36,577
    
    
    
    21.4
    %
    
    
    124,540
    
    
    
    107,230
    
    
    
    16.1
    %Total net sales
    
    $
    112,838
    
    
    $
    107,029
    
    
    
    5.4
    %
    
    $
    322,319
    
    
    $
    316,003
    
    
    
    2.0
    %
 23




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##### Table of Contents



Comparison of the Three Months Ended October 4, 2009 to the Three Months Ended September 28, 2008
 Net sales
 Net sales of peripheral vascular products
 Net sales of neurovascular products
 Research collaboration (revenue).
 Net sales by geography
 Product cost of goods sold
  24




---



##### Table of Contents



Research collaboration (expense).
 Sales, general and administrative
 Research and development
 Amortization of intangible assets
 Contingent consideration.
 Interest expense (income), net
 Other (income) expense, net
 Income tax expense (benefit)
 25




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##### Table of Contents



Comparison of the Nine Months Ended October 4, 2009 to the Nine Months Ended September 28, 2008
 Net sales
 Net sales of peripheral vascular products
 Net sales of neurovascular products
 Research collaboration (revenue).
 Net sales by geography
 Product cost of goods sold
  26




---



##### Table of Contents



Research
collaboration (expense).
 Sales, general and administrative.
 Research and development
 Amortization of intangible assets
 Contingent consideration.
 Intangible asset impairment.
 Gain on investments, net.
 Interest expense (income), net
 Other (income) expense, net
 27




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##### Table of Contents



Income tax expense (benefit)
 Liquidity and Capital Resources
 October 4,
    
    
    December 31,Balance Sheet Data
    
    2009
    
    
    2008(in thousands)Cash and cash equivalents
    
    $
    80,504
    
    
    $
    59,652Total current assets
    
    
    212,288
    
    
    
    187,123Total assets
    
    
    871,910
    
    
    
    720,664Total current liabilities
    
    
    72,042
    
    
    
    67,448Long-term debt
    
    
    4,583
    
    
    
    6,458Total liabilities
    
    
    134,708
    
    
    
    80,123Total stockholders equity
    
    
    737,202
    
    
    
    640,541
 Cash and cash equivalents.
 Letters of credit and restricted cash.
 Operating activities.
 Investing activities.
 28




---



##### Table of Contents



Financing activities.
 Contractual cash obligations.
   Financing history.
 Credit facility.
 Other liquidity information
  29




---



##### Table of Contents



Credit risk.
 Related Party Transactions
  Critical Accounting Policies and Estimates
  Contingent Consideration
  Forward Foreign Currency Contracts
  Seasonality and Quarterly Fluctuations
   30




---



##### Table of Contents



Off-Balance Sheet Arrangements
  Recently Issued Accounting Pronouncements
     ,
 31




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##### Table of Contents



Forward-Looking Statements
   
    
    The effect of current worldwide economic conditions on our business, operating
results and financial condition, including reduced demand for procedures using our
products, the volatility and uncertainty in the capital markets and the availability of
credit to our distributors, customers and suppliers;
    
    Recent history of operating losses, negative cash flow and failure to achieve our
goal of sustained profitability;
    
    Failure of our business strategy, which relies on assumptions about the market for
our products;
    
    Failure to obtain and maintain required regulatory approvals for our products in a
cost-effective manner or at all or to comply with other applicable laws and
regulations, including without limitation the Federal Anti-Kickback Statute and similar
healthcare fraud and abuse laws, the Foreign Corrupt Practices Act and regulations
prohibiting the promotion of off-label uses and products for which marketing clearance
has not been obtained;
    
    Fluctuations in foreign currency exchange rates, especially the effect of a stronger
U.S. dollar against the euro, and interest rates;
    
    Lack of market acceptance of new products;
    
    Lack of demand for our atherectomy products, due in part to increased competition
and lack of long-term clinical data regarding their safety and efficacy;
    
    Failure of our customers or patients to obtain third party reimbursement for their
purchases of our products;
    
    Dependence upon our stents and atherectomy products for a significant portion of our
product sales;
    
    Risk of technological obsolescence, failure to develop innovative and successful new
products and technologies and delays in product introduction;
    
    Risks associated with clinical trials;
    
    Risks inherent in operating internationally and selling and shipping our products
and purchasing our products and components internationally;
    
    Future additional charges associated with the impairment in the value of our
goodwill and other intangible assets;
    
    Exposure to assertions of intellectual property claims and failure to protect our
intellectual property;
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
    
    Disruption in our ability to manufacture our products;
    
    Ability of our key suppliers to provide us products or components or raw materials
for products resulting in our inability to supply market demand for our products;
    
    Increases in prices for raw materials;
    
    Significant and unexpected claims under our EverFlex self-expanding stent worldwide
fracture-free guarantee program in excess of our reserves;
    
    Risks associated with previous and future acquisitions, including the incurrence of
additional debt, contingent liabilities and expenses and obligations to make
significant milestone payments not currently reflected in our financial statements and
the effect of contingent consideration on our operating results;
    
    Consolidation in the healthcare industry, which could lead to demands for price
concessions or to the exclusion of some suppliers from certain of our markets;
    
    Exposure to adverse side effects from our products and product liability claims;
    
    Failure to obtain additional capital when needed or on acceptable terms;
    
    Fluctuations in quarterly operating results as a result of seasonality and other
items, such as the number and mix of products sold in the quarter; competition;
regulatory actions; the timing of new product introductions; the timing and extent of
promotional pricing or volume discounts; the timing of larger orders by customers and
the timing of shipment of such orders; field inventory levels; changes in average
selling prices; the availability and cost of components and materials; foreign currency
exchange rate fluctuations; effect of revenue recognition policies; timing of operating
expenses in anticipation of sales; unanticipated expenses; costs related to
acquisitions; special charges and fluctuations in investment returns on cash balances;
    
    Reliance on independent sales distributors and sales associates to market and sell
our products in certain countries, their reliance on credit to purchase our products
and their recent tendency to reduce their inventories of our products in light of the
tightened credit markets;
    
    Highly competitive nature of the markets in which we sell our products and the
introduction of competing products;
    
    Reliance on our management information systems for inventory management,
distribution and other functions and to maintain our research and development and
clinical data;
    
    Failure to comply with our covenants under our loan and security agreement with
Silicon Valley Bank or inability to access funds under our revolving line of credit due
to borrowing base limitations;
    
    Changes in and failure to retain or replace senior management or other key employees
and the avoidance of business disruption and employee distraction as we continue to
execute restructuring activities;
    
    Adverse changes in applicable laws or regulations, including in particular
healthcare and tax laws and regulations;
    
    Inability to use net operating losses to reduce tax liability if we become
profitable;
    
    Changes in generally accepted accounting principles;
    
    Effects of pending and threatened litigation;
    
    Conflicts of interests due to our ownership structure; or
    
    Ineffectiveness of our internal controls.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risk
   Foreign Currency Exchange Rate Risk
   
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ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
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PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  Our business, financial condition, results of operations and cash flows could be significantly and
adversely affected if certain types of healthcare reform programs are adopted in our key markets
and other administration and legislative proposals are enacted into law.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Recent Sales of Unregistered Equity Securities
  Issuer Purchases of Equity Securities
  Total
    
    
    
    
    
    
    Total Number of Shares
    
    
    Maximum Number ofNumber of
    
    
    Average
    
    
    Purchased as Part of
    
    
    Shares that May Yet BeShares
    
    
    Price Paid
    
    
    Publicly Announced Plans or
    
    
    Purchased Under thePeriod
    
    Purchased (1)
    
    
    Per Share
    
    
    Programs (2)
    
    
    Plans or Programs (2)Month # 1
    
    
    812
    
    
    $
    10.73
    
    
    
    N/A
    
    
    
    N/A(July 6, 2009  August 9, 2009)Month # 2
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A(August 10, 2009  September
6, 2009)Month # 3
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    N/ASeptember 7, 2009  October 4,
2009)Total:
    
    
    812
    
    
    $
    10.73
    
    
    
    N/A
    
    
    
    N/A
 
 (1)
    
    Consists of shares repurchased from employees in connection with the required payment of
withholding or employment-related tax obligations due in connection with the vesting of
restricted stock awards.(2)
    
    Our Board of Directors has not authorized any repurchase plan or program for purchase of our
shares of common stock or other equity securities on the open market or otherwise, other than
an indefinite number of shares in connection with the cashless exercise of outstanding stock
options and the surrender of shares of common stock upon the issuance or vesting of stock
grants to satisfy any required withholding or employment-related tax obligations.  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM
5. OTHER INFORMATION
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ITEM 6. EXHIBITS
  Exhibit No.
    
    Description10.1
    
    
    Employment Agreement dated June 11, 2003 between ev3 Europe
SAS and Pascal E.R. Girin, as amended on September 17, 2009
(Filed herewith)31.1
    
    
    Certification of Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 and SEC Rule 13a-14(a)
(Filed herewith)31.2
    
    
    Certification of Chief Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 and SEC Rule 13a-14(a)
(Filed herewith)32.1
    
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Furnished herewith)32.2
    
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Furnished herewith)
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SIGNATURES
  November 3, 2009
    ev3 Inc.By:
    /s/ Robert J. PalmisanoRobert J. PalmisanoPresident and Chief Executive Officer
(principal executive officer)By:
    /s/ Shawn McCormickShawn McCormickSenior Vice President and Chief Financial Officer
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ev3 Inc.
QUARTERLY REPORT ON FORM 10-Q
 
 EXHIBIT INDEX
 Exhibit No.
    
    Description
    
    Method of Filing10.1
    
    Employment Agreement dated June
11, 2003 between ev3 Europe SAS and
Pascal E.R. Girin, as amended on
September 17, 2009
    
    Filed herewith31.1
    
    Certification of Chief Executive
Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 and
SEC Rule 13a-14(a)
    
    Filed herewith31.2
    
    Certification of Chief Financial
Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 and
SEC Rule 13a-14(a)
    
    Filed herewith32.1
    
    Certification of Chief Executive
Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
    
    Furnished herewith32.2
    
    Certification of Chief Financial
Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
    
    Furnished herewith
 41