##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 (Mark one)
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 o
    
    TRANSITION REPORT UNDER 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
(State or other jurisdiction of 
incorporation or organization)
    
    32-0138874
(I.R.S. Employer Identification No.)
 3033 Campus Drive 
Plymouth, Minnesota
(Address of principal executive offices)
    
    55441
(Zip Code)
 (763) 398-7000
  Title of each class:
    
    Name of each exchange on which registered:Common Stock, par value $0.01 per share
    
    The NASDAQ Stock Market
 None
 þ o
 o þ
 þ o
 o o
 þ
  Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 PagePART IItem 1.
    
    Business
    
    
    1Item 1A.
    
    Risk Factors
    
    
    32Item 1B.
    
    Unresolved Staff Comments
    
    
    58Item 2.
    
    Properties
    
    
    58Item 3.
    
    Legal Proceedings
    
    
    58Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    59Item 4A.
    
    Executive Officers of the Registrant
    
    
    59PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
    
    
    62Item 6.
    
    Selected Financial Data
    
    
    65Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    
    67Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    89Item 8.
    
    Financial Statements and Supplementary Data
    
    
    90Item 9.
    
    Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
    
    
    91Item 9A.
    
    Controls and Procedures
    
    
    91Item 9B.
    
    Other Information
    
    
    91PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    92Item 11.
    
    Executive Compensation
    
    
    93Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    93Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    94Item 14.
    
    Principal Accounting Fees and Services
    
    
    94PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    95EX-10.9EX-10.21EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2
  
 This annual report on Form 10-K contains and incorporates by reference 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, which are subject to the safe harbor created by those sections. We refer you to the
information under the heading Part I. Item 1. BusinessForward-Looking Statements.
 As used in this report, references to ev3, the company, we, our or us, unless the context
otherwise requires, refer to ev3 Inc. and its subsidiaries.
 We own or have rights to various trademarks, trade names or service marks, including the following:
ev3®, PROTEGE®, EVERFLEX, PARAMOUNT MINI, PRIMUS, SPIDERFX, THE CLOT BUSTER®, GOOSE NECK®,
VISI-PRO, NITREX®, NEXUS, PIPELINE EMBOLIZATION DEVICE, ONYX®, MORPHEUS, NXT, ECHELON,
ULTRAFLOW, MARATHON, HYPERFORM, REBAR
HYPERGLIDE, MIRAGE, AXIUM, APOLLO, SOLITAIRE, SILVERSPEED®,
X-PEDION, X-CELERATOR, FOXHOLLOW®, SILVERHAWK®, MEC TECHNOLOGY, RINSPIRATOR®, ROCKHAWK,
TURBOHAWK, EVERCROSS, NANOCROSS, POWERCROSS,
TRAILBLAZER and BEVEL 360 . The trademarks PLETAL®, PLAVIX® and ACCULINK®
referred to in this annual report on Form 10-K are the registered trademarks of others.
 i




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PART I
 
 ITEM 1. BUSINESS
 Company Overview
   
    
    targeting under-innovated and emerging markets;
    
    leveraging our products across major endovascular sub-markets;
    
    investing in clinical research to demonstrate the benefits of our products;
    
    expanding our business through product innovation and strategic acquisitions;
    
    driving our global organization and presence; and
    
    leading our business by an experienced management team.
     1




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For the Year Ended
    
    
    
    
    
    
    For the Year EndedDecember 31,
    
    
    Percent
    
    
    December 31,
    
    
    PercentNet Sales by Segment
    
    2009
    
    
    2008
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeNet product sales:Peripheral vascular (1)
    
    $
    279,531
    
    
    $
    269,929
    
    
    
    3.6
    %
    
    $
    269,929
    
    
    $
    173,775
    
    
    
    55.3
    %Neurovascular
    
    
    169,541
    
    
    
    132,304
    
    
    
    28.1
    %
    
    
    132,304
    
    
    
    104,451
    
    
    
    26.7
    %Total net product sales
    
    
    449,072
    
    
    
    402,233
    
    
    
    11.6
    %
    
    
    402,233
    
    
    
    278,226
    
    
    
    44.6
    %Research collaboration (2)
    
    
    
    
    
    
    19,895
    
    
    
    -100.0
    %
    
    
    19,895
    
    
    
    5,957
    
    
    
    234.0
    %Total
    
    $
    449,072
    
    
    $
    422,128
    
    
    
    6.4
    %
    
    $
    422,128
    
    
    $
    284,183
    
    
    
    48.5
    %
 For the Year Ended
    
    
    
    
    
    
    For the Year EndedDecember 31,
    
    
    Percent
    
    
    December 31,
    
    
    PercentNet Sales by Geography
    
    2009
    
    
    2008
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeUnited States
    
    $
    270,961
    
    
    $
    275,433
    
    
    
    -1.6
    %
    
    $
    275,433
    
    
    $
    177,198
    
    
    
    55.4
    %International
    
    
    178,111
    
    
    
    146,695
    
    
    
    21.4
    %
    
    
    146,695
    
    
    
    106,985
    
    
    
    37.1
    %Total
    
    $
    449,072
    
    
    $
    422,128
    
    
    
    6.4
    %
    
    $
    422,128
    
    
    $
    284,183
    
    
    
    48.5
    %
 
 (1)
    
    Peripheral vascular net product sales in 2007 include plaque excision (formerly referred to
as atherectomy) net product sales from October 4, 2007, the date of our FoxHollow
Technologies, Inc. acquisition, through December 31, 2007.(2)
    
    Research collaboration revenue was derived from our former collaboration and license
agreement with Merck & Co., Inc., which we assumed as a result of our acquisition of FoxHollow
Technologies, Inc. on October 4, 2007. Our collaboration and license agreement with Merck was
terminated by Merck effective July 22, 2008. We subsequently reached an arrangement with
Merck to accomplish an orderly wind-down of our research collaboration activities during the
remainder of 2008. Research collaboration for the year ended December 31, 2007 includes
revenue earned from October 4, 2007 through December 31, 2007. For further information see
Note 2 to our consolidated financial statements.  The Endovascular Market
   2




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
    
    the use of local or regional anesthesia frequently instead of general anesthesia;
    
    reduced patient discomfort and shorter recovery times;
    
    the reduced need for blood products and transfusions;
    
    shorter hospital stays for recovery;
    
    lower risks of patient complications related to procedures; and
    
    potentially lower costs.
  
    
    The peripheral vascularmarket includes products used to treat arterial and venous
disease in the legs, pelvis, neck, kidney and any other vascular anatomy other than that
in the brain or the heart.
    
    The neurovascularmarket includes products used to treat vascular disease and disorders
in the brain, including arterio-venous malformations, or AVMs, and strokes caused by
either vascular occlusion (ischemic) or rupture (hemorrhagic).
    
    The cardiovascularmarket includes products used to treat coronary artery disease,
atrial fibrillation and other disorders in the heart and adjacent vessels.
 Our Peripheral Vascular Markets
 Peripheral Vascular Disease
      3




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Peripheral Vascular Market
    
    
    Increased Awareness.Recent emphasis on peripheral vascular disease education from
medical associations, insurance companies and online medical communities, as well as
publication in medical journals, is increasing public and physician awareness of
peripheral vascular disease risk factors, symptoms and treatment options. The Legs for
Life®, P.A.D. Peripheral Arterial Disease Coalition, and Save a Leg Save a Life
FoundationTM are examples of organizations working to increase the awareness
and screening
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for peripheral arterial disease. The American Diabetes Association, or ADA, recommends that
all diabetics over the age of 50 be screened for peripheral vascular disease.
    
    Evolving Physician Practice Patterns.Given that many patients with coronary artery
disease also have peripheral vascular disease, we believe that interventional
cardiologists and vascular surgeons are increasingly screening patients for both diseases.
As a consequence, we believe that physicians are diagnosing more cases of peripheral
vascular disease. In addition, heightened awareness of peripheral vascular disease, its
symptoms and treatment options is leading to increased referrals from general
practitioners, podiatrists who treat patients with pain and lesions in the feet that may
be caused by peripheral vascular disease, and nephrologists, diabetologists and
endocrinologists, who treat diabetics often experiencing complications resulting from
peripheral vascular disease.
    
    Increased Peripheral Vascular Disease Screening.Studies and medical articles have
advocated increased peripheral vascular disease screening by primary care physicians using
an ankle-brachial index, or ABI, a simple technique that compares blood pressure in a
patients foot to blood pressure in the patients arm to determine how well blood is
flowing to the foot. In addition to the ABI, physicians are increasingly using established
techniques, such as angiography and ultrasound, to either diagnose or confirm diagnosis of
peripheral vascular disease.
 Peripheral Vascular Disease Treatment Options
  Non-Invasive Management
 Minimally Invasive Endovascular Procedures
  
    
    stents, angioplasty and atherectomy combined with embolic protection systems, which
protect against plaque and debris from traveling downstream, blocking off the vessel and
disrupting blood flow;
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
    
    drug-eluting stents, where a stent is coated with a slow-to-moderate release drug
formulation intended to reduce restenosis, which occurs when the treated vessel becomes
blocked again;
    
    drug-coated balloons, where an angioplasty balloon is coated with a drug formulation
intended to reduce restenosis; and
    
    vascular cryotherapy, where an angioplasty balloon is inflated with nitrous oxide in an
attempt to reduce inflammation caused by treatment of the lesion.
  Surgical Procedures
    Our Peripheral Vascular Product Portfolio
  Atherectomy Plaque Excision Products
  SilverHawk Plaque Excision System.
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
    
    Safety. The SilverHawk is designed not to stretch or damage the artery walls, which
can lead to dissection or perforation of the artery. The SilverHawk procedure is
minimally-invasive and typically performed under local anesthesia. Therefore, it does not
have many of the risks associated with more invasive surgeries and general anesthesia. To
date, we have not conducted studies designed to directly compare the safety of the
SilverHawk against alternative procedures, such as angioplasty, stenting or bypass
grafting.
    
    Efficacy. Unlike most treatments for peripheral artery disease that leave plaque
behind in the artery, the SilverHawk removes plaque. The SilverHawk has removed over 700
milligrams of plaque in a single procedure, with an average of approximately 100
milligrams of plaque per procedure. We believe that excising plaque without causing
stretch injury to the artery wall may minimize restenosis and the need for reintervention.
We also believe that the efficacy of the SilverHawk, measured by low 12-month
reintervention rates is supported by the results of five single site studies as well as
our TALON registry. In order to further evaluate the long term efficacy data of the
SilverHawk during endovascular treatment of peripheral arterial disease, we are conducting
the DEFINITIVE LE (Lower Extremity) Study, a prospective, multi-center, non-randomized,
single-arm study to evaluate the intermediate and long-term effectiveness of stand-alone
SilverHawk Plaque Excision for endovascular treatment of peripheral arterial disease in
femoropopliteal or tibial-peroneal arteries. The primary effectiveness endpoint for
patients with claudication is expected to be primary patency at one year as defined by
duplex ultrasound peak velocity ratio. The primary effectiveness endpoint for patients
with critical limb ischemia is amputation-free survival at 12 months. We commenced
enrollment for the DEFINITIVE LE Study during the second quarter of 2009.
    
    Ability to Treat Difficult to Treat Lesions. The SilverHawk enables physicians to
remove plaque from long, bifurcated and difficult to treat lesions in a wide variety of
locations, including arteries behind and below the knee and in the foot. Approximately
one-third of SilverHawk procedures to date have been performed below the knee, an area
where lesions have traditionally gone untreated until they require bypass surgery or
amputation. Certain treatment locations, such as arteries below the knee or in the foot,
are not suited for physicians with limited experience using the device.
    
    Utilizes Familiar Techniques. The SilverHawk procedure employs techniques similar to
those used in angioplasty, which are familiar to approximately 12,000 interventional
cardiologists, vascular surgeons and interventional radiologists in the United States who
are generally trained in endovascular techniques. This significantly increases the number
of physicians who are able to perform the procedure compared to surgical alternatives that
must be performed by highly-trained vascular surgeons. In addition, the SilverHawk was
designed to be easy to use. The SilverHawk operates with one switch that controls all
device functionality, and has a unique torque shaft designed for a one-to-one correlation
between the handle and the tip, providing physicians with precise control of the position
of the cutting blade. We continue to focus on providing further enhancements to the
SilverHawk as part of our research and development efforts.
    
    Cost and Time Efficient. A single SilverHawk device can be used to treat multiple and
long lesions where more than one stent might otherwise be required. Compared to surgical
alternatives, the SilverHawk procedure reduces cost by allowing physicians to treat
patients in a catheterization lab instead of an operating room, decreasing the length of
hospitalization and reducing complications.
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
    
    Allows for Follow-Up Treatment Options. Physicians can, and sometimes do, use
adjunctive angioplasty and occasionally stenting during a SilverHawk procedure. When the
SilverHawk procedure is performed without stenting, which we estimate is greater than 90%
of the time, increased future treatment options remain available in the event that
restenosis does occur and reintervention is required as there is no metal left behind post
procedure, as is the case with stenting.
    
    Captures and Removes Plaque. The patient and the physician get immediate feedback by
seeing the volume of plaque removed, visibly reinforcing the benefits of the procedure.
    TurboHawk Plaque Excision System. ++
 Stents
  Protégé EverFlex, Protégé GPS and Protégé GPS BIGGS.
 8




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
    
    Spiral cell interconnections that greatly enhance flexibility;
    
    New wave peak structure that more efficiently distributes stress and resists
compression; and
    
    Longer lengths (up to 200 mm and all 6 French compatible), which minimize the need for
overlapping stents when treating long lesions.
  PRIMUS and Visi-Pro Balloon Expandable Stents.
 Embolic Protection and Thrombectomy Products
  SpiderFX Embolic Protection Devices
  9




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Blood Clot Therapy Products or Infusion Catheters
 Carotid Stenting Solutions
   PTA Balloons and Other Procedural Support Products
  Balloon Angioplasty Catheters.
   
    
    unmatched longer lengths (up to 200 cm) which allows a physician to use a single balloon
once (vs. a shorter length balloon multiple times);
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
    
    low tip entry and crossing profile optimizing the ability to cross tight lesions; and
    
    robust catheter shaft and flexible balloon design enhancing the ability to reach the
desired treatment area.
  
    
    Bevel 360 technology optimizing the ability to cross tight lesions;
    
    catheter design providing optimal pushability and trackability to reach the target
vessel area of the diseased vessel; and
    
    increased inner diameter catheter lumen allowing for dramatically reduced deflation
times.
   Goose Neck Snares and Microsnares.
 Nitrex Guidewires.
 11




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Our Neurovascular Markets
 Neurovascular Disease and Strokes
  
    
    Ischemic stroke, which is caused by the blockage of an artery to the brain; or
    
    Hemorrhagic stroke, which is caused by a sudden rupture of a brain artery, leading to
bleeding into or around the brain.
    1 4
  12




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Neurovascular Market
    Treatment Options
  Ischemic Strokes
   13




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Hemorrhagic Strokes
   The Lancet The Lancet
  14




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Our Neurovascular Product Portfolio
  Embolic Coils
  15




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Axium Detachable Coil System.
 
    
    a high degree of coil conformability, which facilitates the physicians goal of more
easily and completely filling and packing the aneurysm, regardless of its shape and size;
    
    coil softness combined with stretch resistance, which allows the coil to be positioned
or re-positioned within the aneurysm without adding to the risk of bleeding or hemorrhagic
stroke;
    
    ease of coil placement though the microcatheter, providing the physician with enhanced
control and deliverability; and
    
    rapid, safe and simple detachment of the coil through a proprietary, micro-machined
mechanical detachment system that offers instantaneous coil detachment without the use of
wires or syringes. This facilitates precise and rapid coil deployment thereby minimizing
procedure time, which may be especially important in a ruptured aneurysm or when blood
flow to the brain has been restricted.
 Nexus Embolic Coils.
 NXT.
 Flow Diversion Devices
 Pipeline Embolization Device
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Liquid Embolics
  Onyx Liquid Embolic System.
  17




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Flow Directed and Other Micro Catheters
  UltraFlow and Marathon Flow Directed Micro Catheters.
 Echelon and Pre-shaped Echelon Micro Catheters.
 Other Micro Catheters
 Occlusion Balloon Systems
 HyperForm and HyperGlide Occlusion Balloon Systems.
 Guidewires
 Hydrophilic Guidewires.
 Neuro Stents
 Solitaire AB Neck Bridging Device.
 Solitaire FR Revascularization Device
 18




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Retrieval Devices
  Alligator Retrieval Device.
 Sales, Marketing and Distribution
 Structure and Strategy
   United States
   19




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Europe, Canada and Australia
   Other International
  Manufacturing
  Research and Development
  20




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
    
    broadening acquired technologies in order to address a larger share of the target
markets;
    
    incorporating important features which we believe appeal to the physicians who use our
products; and
    
    leveraging core technologies to develop new product platforms and enter new markets.
  Clinical Studies
    Peripheral Stent Clinical Trials:
 Trial
    
    Product
    
    Study Design
    
    StatusPROVE-IT (Global)
    
    EverFlex stent,
Protégé GPS stent
and Visi-Pro stent
    
    Prospective,
multi-center,
global study to
evaluate the safety
and effectiveness
of primary stenting
for the treatment
of iliac lesions
    
    Enrollment
anticipated to
begin in the second
half of 2010Protocol currently
under developmentDURABILITY II (Global)
    
    EverFlex Stent
    
    Prospective,
multi-center,
non-randomized
study to evaluate
the safety and
effectiveness of
the primary
stenting compared
to PTA performance
goals for the
treatment of SFA
lesions
    
    Enrollment and
follow-up
continuingPrimary safety
endpoint of 30-day
major adverse eventPrimary
effectiveness
endpoint of
12-month patency by
duplex
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Plaque Excision Clinical Trials:
 Trial
    
    Product
    
    Study Design
    
    StatusDEFINITIVE Ca++ (U.S.)
    
    RockHawk and TurboHawk
Peripheral Calcium Tip
Plaque Excision System
with SpiderFX Embolic
Protection Device
    
    U.S. IDE, prospective,
multi-center,
non-randomized,
single-arm study to
evaluate the safety
and effectiveness
of the SilverHawk
with Calcium Tip
(i.e.
RockHawk/TurboHawk)
Plaque Excision
System when used in
conjunction with
the SpiderFX
Embolic Protection
Device in the
treatment of
moderate to heavily
calcified lesions
in the
femoropopliteal
arteries
    
    Enrollment and
follow-up
continuingDEFINITIVE LE (Global)
    
    SilverHawk and TurboHawk
    
    Prospective,
multi-center,
non-randomized,
single-arm study to
evaluate the
intermediate and
long-term
effectiveness of
stand-alone
SilverHawk/TurboHawk
Plaque Excision
Catheter for
endovascular
treatment of
peripheral arterial
disease in
femoropopliteal or
tibial-peroneal
arteries.
    
    Enrollment and
follow up
continuingDEFINITIVE AR (Europe)
    
    SilverHawk, TurboHawk
and drug coated balloon
    
    Treatment of
femoropopliteal
arteries

Protocol currently
under development
    
    Enrollment
anticipated to
begin in the second
half of 2010
 Carotid Clinical Trials:
 Trial
    
    Product
    
    Study Design
    
    StatusCREATE PAS (U.S)
    
    Protégé GPS Stent
with an ev3 Embolic
Protection Device
    
    Prospective,
multi-center
single-arm
confirmatory
post-approval study
    
    Enrollment and
follow-up
continuingPrimary endpoint of
major adverse
cardiovascular and
cerebral event rate
in broad use at
investigative
centers
 Neuro Clinical Trials:
 Trial
    
    Product
    
    Study Design
    
    StatusSWIFT 
Solitaire With the Intention For Thrombectomy
Trial (U.S./Europe)
    
    Solitaire FR Stent
    
    U.S. IDE,
prospective,
randomized, 2-arm,
multi-center study
    
    Enrollment
anticipated to
begin first quarter
2010Goal: FDA approval
 22




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Trial
    
    Product
    
    Study Design
    
    StatusRACER  Axium Post
Market and Expanded
Approvals Trial(U.S.)
    
    Axium Coil
    
    Prospective,
single-arm,
multi-center study
Goal:Scientific
clinical data for
publications and
possible outside
the United States
regulatory
submissions
    
    Enrollment
completed and
follow-up
continuingPUFS  Pipeline
for Uncoilable or
Failed Aneurysms (U.S.)
    
    Pipeline
Embolization Device
    
    U.S. IDE,
non-randomized,
single-arm study
using historical
control
    
    Enrollment
completed and
follow-up
continuing6-mo safety (death
and ipsilateral
stroke) and
effectiveness
(complete occlusion
no recurrence)
endpointsGoal: Pre-market
approval for large
aneurysmsCOCOA  Complete
Occlusion of
Coilable Aneurysms (U.S.)
    
    Pipeline
Embolization Device
    
    U.S. IDE,
prospective,
randomized 2-arm
study (Pipeline
Embolization Device
vs coils)
    
    Enrollment and
follow-up
continuing6-mo safety (death
and ipsilateral
stroke) and
effectiveness
(complete occlusion
no recurrence)
endpointsGoal: Pre-market
approval for
smaller aneurysms
(<10 mm)
 Government Regulation
 United States
  
    
    product design, development and manufacture;
    
    conduct of clinical trials;
    
    product safety, testing, labeling and storage;
    
    submission to FDA for pre-marketing clearance or approval;
    
    record keeping procedures;
    
    product marketing, sales and distribution; and
    
    post-marketing surveillance, reporting of deaths or serious injuries and medical device
reporting.
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510(k) Clearance Pathway.
   Pre-Market Approval Pathway.
  24




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Clinical Trials.
   De Novo Pathway.
 Humanitarian Device Exemptions.
 25




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Post-Marketing Requirements.
 
    
    Quality System Regulations, which require manufacturers to follow design, testing,
control, documentation and other quality assurance procedures during the manufacturing
process;
    
    labeling, advertising and promotion regulations, which govern product labels and
labeling, prohibit the promotion of products for unapproved or off-label uses and impose
other restrictions on labeling and promotional activities;
    
    medical device reporting regulations, which require that manufacturers report to the
FDA if their device may have caused or contributed to a death or serious injury or
malfunctioned in a way that would likely cause or contribute to a death or serious injury
if it were to recur; and
    
    notices of correction or removal, and recall regulations.
   
    
    warning letters, fines, injunctions, and civil penalties;
    
    repair, replacement, refund, recall or seizure of our products;
    
    operating restrictions, partial suspension or total shutdown of production;
    
    refusing a request for 510(k) clearance or pre-market approval of new products;
    
    withdrawing 510(k) clearance or pre-market approvals that are already granted; and
    
    criminal prosecution.
 International
   26




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Fraud and Abuse Laws
   Privacy and Security
   Third Party Reimbursement
   28




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International Trade
  Environmental
  Competition
   29




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
    
    continue to innovate and maintain scientifically advanced technology, being responsive
to the changing needs of our diverse customer base;
    
    apply our technology across disease states, product lines and markets;
    
    attract and retain skilled personnel;
    
    obtain and maintain regulatory approvals; and
    
    cost-effectively manufacture and successfully market our products.
 Employees
  Intellectual Property Rights
    30




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Forward-Looking Statements
    31




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Available Information
 www.ev3.net
  
 ITEM 1A. RISK FACTORS
  Risks Related to Our Business and Industry
 Despite our recent profitability, we have a history of net losses and no assurance can be provided
that we will continue to remain profitable.
  Adverse worldwide economic conditions may continue to result in reduced procedures using our
products, which would adversely affect our net sales.
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Adverse worldwide economic conditions may have other adverse implications on our business,
operating results and financial condition.
   Disruptions in the global financial markets could impact the ability of our counterparties and
others to perform their obligations to us and our ability to obtain any additional future financing
if needed or desired.
  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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Our marketing activities are subject to regulation regarding the promotion of off-label uses,
which restrict our ability to market our products. If we are found to have improperly promoted
off-label use of our products, we may become subject to enforcement action by the FDA or the U.S.
Department of Justice and/or incur significant liabilities. Any off-label use of our products also
may result in injuries that could lead to product liability claims against us.
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Our business strategy relies on assumptions about the market for our products, which, if incorrect,
would adversely affect our business and operating results.
  If we fail to comply with laws prohibiting kickbacks and false or fraudulent claims and other
similar laws, we could be subject to criminal and civil penalties and exclusion from governmental
health care programs, which could have a material adverse effect on our business and operating
results.
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Some of our products are emerging technologies or have only recently been introduced into the
market. If physicians do not recommend and endorse them or if our working relationships with
physicians deteriorate, our products may not be accepted in the marketplace, which would adversely
affect our business and operating results.
   We acquired Chestnut Medical Technologies, Inc. primarily for its Pipeline Embolization Device. If
the Pipeline Embolization Device cannot be shown to be safe and effective in clinical trials, is
not approvable or not commercially successful, or if we do not receive the pre-market approval
letter from the FDA for any reason, then the benefits of our acquisition of Chestnut may never be
fully realized.
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Demand for our plaque excision products in the United States has suffered due in part, we believe,
to the lack of long-term clinical data regarding their safety and efficacy. Future long-term data
regarding the safety and efficacy of our plaque excision products may not be positive or consistent
with data currently available, which would adversely affect their market acceptance and our
operating results.
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The demand for our products, the prices which customers and patients are willing to pay for our
products and the number of procedures performed using our products depend upon the ability of our
customers and patients to obtain sufficient third party reimbursement for their purchases of our
products.
    Our stents and plaque excision products generate a significant portion of our product sales.
Accordingly, if sales of these products were to decline, our operating results would be adversely
affected.
  Our products face the risk of technological obsolescence, which, if realized, could have a material
adverse effect on our business and operating results.
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Our future success depends in part on the introduction of new products. Failure to introduce and
market new products in a timely fashion that are accepted by the marketplace could adversely affect
our business and operating results.
    A number of our proposed products are in the early stages of development and some are in clinical
trials. If the development of these products is not successfully completed or if these trials are
unsuccessful, or if the FDA or other regulatory agencies require additional trials to be conducted,
these products may not be commercialized and our business prospects may suffer.
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Our future success depends in part on our ability to sell our products internationally. There are
risks inherent in operating internationally and selling and shipping our products and purchasing
our components internationally, which may adversely impact our business, operating results and
financial condition.
    
    
    the imposition of additional U.S. and foreign governmental controls or regulations;
    
    the imposition of costly and lengthy new export licensing requirements;
    
    the imposition of U.S. and/or international sanctions against a country, company,
person or entity with whom the company does business that would restrict or prohibit
continued business with the sanctioned country, company, person or entity;
    
    a shortage of high-quality sales people and distributors;
    
    loss of any key personnel that possess proprietary knowledge, or who are otherwise
important to our success in certain international markets;
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
    
    the imposition of different reimbursement requirements and changes in reimbursement
policies that may require some of the patients who receive our products to directly
absorb medical costs or that may necessitate the reduction of the selling prices of our
products;
    
    changes in duties and tariffs, license obligations and other non-tariff barriers to
trade;
    
    the imposition of new trade restrictions;
    
    the imposition of restrictions on the activities of foreign agents, representatives
and distributors;
    
    scrutiny of foreign tax authorities which could result in significant fines,
penalties and additional taxes being imposed on us;
    
    pricing pressure that we may experience internationally;
    
    laws and business practices favoring local companies;
    
    significantly longer payment cycles;
    
    difficulties in maintaining consistency with our internal guidelines;
    
    difficulties in enforcing agreements and collecting receivables through certain
foreign legal systems;
    
    difficulties in enforcing or defending intellectual property rights;
    
    exposure to different legal and political standards due to our conducting business
in over 65 countries; and
    
    fluctuation in the rate of exchange between the U.S. dollar and foreign currencies
which may make the effective price of our products more expensive to our distributors
in foreign markets.
  Fluctuations in the rate of exchange between the U.S. dollar and foreign currencies in which we
transact business could adversely affect our financial results or cause our results to fluctuate.
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A substantial portion of our assets consist of goodwill and intangible assets and any impairment in
the value of our goodwill and intangible assets would have the effect of decreasing our earnings or
increasing our losses.
  Consolidation in the healthcare industry could lead to demands for price concessions or to the
exclusion of some suppliers from certain of our markets, which could have an adverse effect on our
business, financial condition or operating results.
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Our group purchasing organization contracts are up for renewal during 2010 and if such contracts
are not renewed, our net sales could suffer.
   We may be subject to intellectual property litigation and infringement claims, which could cause us
to incur liabilities and costs, prevent us from selling our products, cause us to redesign our
products, require us to enter into costly license agreements and result in other adverse
consequences.
     
    
    be expensive and time consuming to defend;
    
    result in us being required to pay significant damages to third parties;
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
    
    cause us to cease making or selling products that incorporate the challenged
intellectual property;
    
    require us to redesign, reengineer or rebrand our products, if feasible;
    
    require us to enter into license agreements in order to obtain the right to use a
third partys intellectual property, which agreements may require us to pay significant
license fees, including royalties, or may not be available on terms acceptable to us or
at all and which licenses may be non-exclusive, which could provide our competitors
access to the same technologies;
    
    divert the attention of our management and other personnel from other business
issues; or
    
    result in our customers or potential customers deferring or limiting their purchase
or use of the affected products until resolution of the litigation.
  If our patents and other intellectual property rights do not adequately protect our products, we
may lose market share to our competitors, which would harm our business.
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We manufacture our products at single locations. Any disruption in these manufacturing facilities,
any patent infringement claims with respect to our manufacturing process or otherwise any inability
to manufacture a sufficient number of our products to meet demand could adversely affect our
business and operating results.
   Our dependence on key suppliers puts us at risk of interruptions in the availability of our
products, which could reduce our net sales and adversely affect our operating results. In
addition, increases in prices for raw materials and components used in our products could adversely
affect our operating results.
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Our inability to successfully grow through future acquisitions, our failure to integrate any
acquired businesses successfully into our existing operations or our discovery of previously
undisclosed liabilities could negatively affect our business and operating results.
  
    
    difficulties in integrating any acquired companies, personnel and products into our
existing business;
    
    delays in realizing projected efficiencies, cost savings, revenue synergies and
other benefits of the acquired company or products;
    
    inaccurate assessment of the future market size or market acceptance of any acquired
products or technologies or the hurdles in obtaining regulatory approvals of such
products;
    
    inaccurate assessment of undisclosed, contingent or other liabilities or problems;
    
    diversion of our managements time and attention from other business concerns;
    
    limited or no direct prior experience in new markets or countries we may enter;
    
    higher costs of integration than we anticipated;
    
    adverse accounting consequences; or
    
    difficulties in retaining key employees of the acquired business who are necessary
to manage the acquired business.
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Our products and our product development and marketing activities are subject to extensive
regulation as a result of which we may not be able to obtain required regulatory approvals for our
products in a cost-effective manner or at all, which could adversely affect our business and
operating results.
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
    
    imposing fines and penalties on us;
    
    preventing us from manufacturing or selling our products;
    
    bringing civil or criminal charges against us;
    
    delaying the introduction of our new products into the market;
    
    suspending any ongoing clinical trials;
    
    issuing an injunction preventing us from manufacturing or selling our products or
imposing restrictions;
    
    recalling or seizing our products; or
    
    withdrawing or denying approvals or clearances for our products.
 Our failure to comply with applicable regulatory requirements also may result in us not being able
to meet the demands of our customers and our customers canceling orders or purchasing products from
our competitors, which could adversely affect our business and operating results.
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If we or others identify side effects after any of our products are on the market, we may be
required to withdraw our products from the market, which would hinder or preclude our ability to
generate sales.
  
    
    regulatory authorities may withdraw their approvals;
    
    we may be required to redesign or reformulate our products;
    
    we may have to recall the affected products from the market and may not be able to
reintroduce them onto the market;
    
    our reputation in the marketplace may suffer; and
    
    we may become the target of lawsuits, including class action suits.
  Our manufacturing facilities are subject to extensive governmental regulation with which compliance
is costly and which expose us to penalties for non-compliance.
  Our operations are subject to environmental, health and safety, and other laws and regulations,
with which compliance is costly and which expose us to penalties for non-compliance.
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We may require additional capital in the future, which may not be available or may be available
only on unfavorable terms. In addition, any equity financings may be dilutive to our stockholders.
  Our quarterly operating results are subject to substantial fluctuations and you should not rely on
them as an indication of our future results.
  
    
    the seasonality of our product sales, which typically results in higher demand in
our fourth quarter and lower sales volumes in our third quarter;
    
    the mix of our products sold;
    
    demand for, and pricing of, our products and the products of our competitors;
    
    timing of or failure to obtain regulatory approvals for products;
    
    costs, benefits and timing of new product introductions by us and our competitors;
    
    increased competition;
    
    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;
    
    the number of selling days;
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
    
    fluctuations in foreign currency exchange rates;
    
    the possible deferral of revenue under our revenue recognition policies;
    
    the timing of operating expenses in anticipation of sales;
    
    the timing of operating expenses for clinical and other product development
activities;
    
    unanticipated expenses;
    
    the accounting treatment of the contingent consideration we agreed to pay in
connection with our acquisition of Chestnut;
    
    the accounting treatment for income taxes, including the
potential future reversal of our valuation allowance and the
resulting impact on our future recorded effective tax rate;
    
    other costs related to acquisitions of technologies or businesses;
    
    restructuring, impairment and other special charges; and
    
    fluctuations in investment returns on invested cash balances.
  We may become obligated to make large milestone payments that are not reflected in our consolidated
financial statements in certain circumstances, which would negatively impact our cash flows. In
addition, due to changes in applicable generally accepted accounting principles, the milestone
payment for our recent acquisition of Chestnut likely could negatively impact our future operating
results.
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We rely on independent sales distributors and sales associates to market and sell our products
outside of the United States, Canada, Australia and Europe.
  We are exposed to product liability claims that could have an adverse effect on our business and
operating results.
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We face competition from other companies, which could adversely impact our business and operating
results.
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We rely on our management information systems for accounting and finance, inventory management,
distribution and other functions and to maintain our research and development and clinical data.
If our information systems fail to adequately perform these functions or if we experience an
interruption in their operation, our business and operating results could be adversely affected.
  
    
    earthquake, fire, flood and other natural disasters;
    
    terrorist attacks and attacks by computer viruses or hackers; and
    
    power loss or computer systems, Internet, telecommunications or data network
failure.
  We face a risk of non-compliance with certain financial covenants in our loan agreement with
Silicon Valley Bank. If we are unable to meet the financial or other covenants under the agreement
or negotiate future waivers or amendments of the covenants, we could be in default under the
agreement, which would give Silicon Valley Bank a range of remedies, including declaring all
outstanding debt to be due and payable, foreclosing on the assets securing the loan agreement
and/or ceasing to provide additional revolving loans or letters of credit, which could have a
material adverse effect on us.
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The restrictive covenants in our loan agreement could limit our ability to conduct our business and
respond to changing economic and business conditions and may place us at a competitive disadvantage
relative to other companies that are subject to fewer restrictions.
  
    
    transfer all or any part of our business or properties;
    
    permit or suffer a change in control;
    
    merge or consolidate, or acquire any entity;
    
    engage in any material new line of business;
    
    incur additional indebtedness or liens with respect to any of their properties;
    
    pay dividends or make any other distribution on or purchase of, any of their capital
stock;
    
    make investments in other companies; or
    
    engage in related party transactions,
  If we remain profitable, we cannot assure you that our net operating losses will be available to
reduce our tax liability.
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Risks Related to our Common Stock
 One of our principal stockholders and its affiliates are able to influence matters requiring
stockholder approval and could discourage the purchase of our outstanding shares at a premium.
  Certain of our principal stockholders may have conflicts of interests with our other stockholders
or our company in the future.
  
    
    create competing financial demands on our principal stockholders;
    
    create potential conflicts of interest; and
    
    require efforts consistent with applicable law to keep the other businesses separate
from our operations.
  Our corporate documents and Delaware law contain provisions that could discourage, delay or prevent
a change in control of our company.
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A large percentage of our outstanding common stock is held by insiders, and, as a result, the
trading market for our common stock may not be as liquid as the stock of other public companies,
and our common stock price could be volatile.
  
    
    the introduction of new products or product enhancements by us or our competitors;
    
    changes in our growth rate or our competitors growth rates;
    
    strategic actions by us or our competitors, such as acquisitions or restructurings;
    
    our ability to develop, obtain regulatory clearance or approval for, and market new
and enhanced products on a timely basis;
    
    loss of any of key management personnel;
    
    disputes or other developments with respect to intellectual property rights;
    
    product liability claims or other litigation;
    
    public concern as to the safety or efficacy of our products;
    
    the publics reaction to our press releases and other public announcements and our
filings with the SEC;
    
    sales of common stock by us, our significant stockholders, executive officers or
directors;
    
    changes in stock market analyst recommendations or earnings estimates regarding our
common stock, other comparable companies or our industry generally;
    
    changes in expectations or future performance;
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
    
    new laws or regulations or new interpretations of existing laws or regulations
applicable to our business; and
    
    changes in health care policy in the United States and internationally, including
changes in the availability of third-party reimbursement.
  We do not intend to pay cash dividends for the foreseeable future.
  
 ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2.
    
    PROPERTIES
   
 ITEM 3.
    
    LEGAL PROCEEDINGS
  58




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ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 4A.
    
    EXECUTIVE OFFICERS OF THE REGISTRANT
  Name
    
    Age
    
    PositionRobert J. Palmisano
    
    
    65
    
    
    President and Chief Executive OfficerPascal E.R. Girin
    
    
    50
    
    
    Executive Vice President and Chief Operating OfficerStacy Enxing Seng
    
    
    45
    
    
    Executive Vice President and President, Worldwide
Peripheral VascularKevin M. Klemz
    
    
    48
    
    
    Senior Vice President, Secretary and Chief Legal OfficerShawn McCormick
    
    
    45
    
    
    Senior Vice President and Chief Financial OfficerGregory Morrison
    
    
    46
    
    
    Senior Vice President, Human ResourcesDavid H. Mowry
    
    
    47
    
    
    Senior Vice President and President, Worldwide NeurovascularJulie D. Tracy
    
    
    48
    
    
    Senior Vice President, Chief Communications OfficerBrett A. Wall
    
    
    44
    
    
    Senior Vice President and President, International
  Robert
J. Palmisano
 Pascal E.R. Girin
 Stacy Enxing Seng
 59




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Kevin M. Klemz
 Shawn McCormick
 Gregory Morrison
 David H. Mowry
 Julie D. Tracy
 Brett A. Wall
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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 Market Price
   High
    
    Low2009First Quarter
    
    $
    7.82
    
    
    $
    4.40Second Quarter
    
    $
    11.19
    
    
    $
    7.05Third Quarter
    
    $
    13.19
    
    
    $
    9.60Fourth Quarter
    
    $
    13.93
    
    
    $
    11.20
 High
    
    Low2008First Quarter
    
    $
    12.72
    
    
    $
    7.36Second Quarter
    
    $
    10.69
    
    
    $
    7.32Third Quarter
    
    $
    12.58
    
    
    $
    8.60Fourth Quarter
    
    $
    9.92
    
    
    $
    3.37
 Number of Record Holders; Dividends
  Recent Sales of Unregistered Equity Securities
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Issuer Purchases of Equity Securities
  Total
    
    
    
    
    
    Total Number of
    
    Maximum Number ofNumber
    
    
    
    
    
    Shares Purchased as
    
    Shares that May Yetof
    
    Average Price
    
    Part of Publicly
    
    Be Purchased UnderShares
    
    Paid Per
    
    Announced Plans or
    
    the Plans orPeriod
    
    Purchased(1)
    
    Share
    
    Programs(2)
    
    Programs(2)Month # 1
(October 5, 2009  November 8, 2009)
    
    
    2,144
    
    
    $
    12.18
    
    
    
    N/A
    
    
    
    N/AMonth # 2
(November 9, 2009  December 6, 2009)
    
    
    34,600
    
    
    
    12.57
    
    
    
    N/A
    
    
    
    N/AMonth # 3
(December 7, 2009  December 31, 2009)
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    N/ATotal:
    
    
    36,744
    
    
    $
    12.55
    
    
    
    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
shares of our 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 our common stock upon the issuance or vesting of
stock grants to satisfy any required withholding or employment-related tax obligations.  63




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Stock Performance Graph
   
 The foregoing Stock Performance Graph shall not be deemed to be filed with the Securities and
Exchange Commission or subject to the liabilities of Section 18 of the Securities Exchange Act of
1934, as amended. Notwithstanding anything to the contrary set forth in any of our previous filings
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
that might incorporate future filings, including this annual report on Form 10-K, in whole or in
part, the foregoing Stock Performance Graph shall not be incorporated by reference into any such
filings.
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ITEM 6. SELECTED FINANCIAL DATA
  For the Year Ended December 31,2009(1)
    
    
    2008
    
    
    2007(2)
    
    
    2006
    
    
    2005(dollars in thousands, except per unit and per share amounts)Results of Operations:Sales:Net product sales
    
    $
    449,072
    
    
    $
    402,233
    
    
    $
    278,226
    
    
    $
    202,438
    
    
    $
    133,696Research collaboration
    
    
    
    
    
    
    19,895
    
    
    
    5,957
    
    
    
    
    
    
    
    Net sales
    
    
    449,072
    
    
    
    422,128
    
    
    
    284,183
    
    
    
    202,438
    
    
    
    133,696Operating expenses:Product cost of goods sold
    
    
    120,613
    
    
    
    136,847
    
    
    
    99,879
    
    
    
    71,321
    
    
    
    55,094Research collaboration
    
    
    
    
    
    
    6,051
    
    
    
    1,065
    
    
    
    
    
    
    
    Sales, general and administrative
    
    
    225,023
    
    
    
    232,200
    
    
    
    194,289
    
    
    
    141,941
    
    
    
    130,627Research and development
    
    
    49,060
    
    
    
    48,784
    
    
    
    48,413
    
    
    
    26,725
    
    
    
    39,280Amortization of intangible assets
    
    
    25,143
    
    
    
    31,072
    
    
    
    20,306
    
    
    
    17,223
    
    
    
    10,673Contingent consideration
    
    
    4,876
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Goodwill and intangible asset
impairment(3)
    
    
    
    
    
    
    299,263
    
    
    
    
    
    
    
    
    
    
    
    Acquired in-process research and
development
    
    
    
    
    
    
    
    
    
    
    70,700
    
    
    
    1,786
    
    
    
    868Special charges (4)
    
    
    
    
    
    
    
    
    
    
    19,054
    
    
    
    
    
    
    
    Total operating expenses
    
    
    424,715
    
    
    
    754,217
    
    
    
    453,706
    
    
    
    258,996
    
    
    
    236,542Income (loss) from operations
    
    
    24,357
    
    
    
    (332,089
    )
    
    
    (169,523
    )
    
    
    (56,558
    )
    
    
    (102,846
    )Other (income) expense:(Gain) loss on investments, net
    
    
    (4,113
    )
    
    
    (487
    )
    
    
    116
    
    
    
    (1,063
    )
    
    
    (4,611
    )Interest expense (income), net
    
    
    788
    
    
    
    (223
    )
    
    
    (1,910
    )
    
    
    (1,695
    )
    
    
    9,916Minority interest in loss of subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,013
    )Other expense (income), net
    
    
    1,588
    
    
    
    2,427
    
    
    
    (2,934
    )
    
    
    (2,117
    )
    
    
    3,360Income (loss) before income taxes
    
    
    26,094
    
    
    
    (333,806
    )
    
    
    (164,795
    )
    
    
    (51,683
    )
    
    
    (109,498
    )Income tax (benefit) expense
    
    
    (15,823
    )
    
    
    1,816
    
    
    
    949
    
    
    
    688
    
    
    
    526Net income (loss)
    
    
    41,917
    
    
    
    (335,622
    )
    
    
    (165,744
    )
    
    
    (52,371
    )
    
    
    (110,024
    )Accretion of preferred membership units
to redemption value(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,061Net income (loss) attributable to common
unit/share holders
    
    $
    41,917
    
    
    $
    (335,622
    )
    
    $
    (165,744
    )
    
    $
    (52,371
    )
    
    $
    (122,085
    )Net income (loss) per common
unit/share(6):Basic
    
    $
    0.39
    
    
    $
    (3.22
    )
    
    $
    (2.37
    )
    
    $
    (0.93
    )
    
    $
    (4.48
    )Diluted
    
    $
    0.38
    
    
    $
    (3.22
    )
    
    $
    (2.37
    )
    
    $
    (0.93
    )
    
    $
    (4.48
    )Weighted average units/shares outstanding:Basic
    
    
    107,997,738
    
    
    
    104,378,828
    
    
    
    69,909,708
    
    
    
    56,585,025
    
    
    
    27,242,712Diluted
    
    
    108,998,528
    
    
    
    104,378,828
    
    
    
    69,909,708
    
    
    
    56,585,025
    
    
    
    27,242,712
 
 (1)
    
    We acquired Chestnut Medical Technologies, Inc. on June 23, 2009. In connection with the
acquisition, we recorded $4.9 million of contingent consideration and recognized a tax benefit
of $19.0 million which resulted from the reversal of existing deferred tax valuation
allowance. For a more complete description of these items and their impact on our consolidated
financial results, see Note 3 to our consolidated financial statements.(2)
    
    We acquired FoxHollow Technologies, Inc. on October 4, 2007. In connection with the
acquisition, we recorded $14.9 million of integration costs associated with the acquisition
and recognized $70.7 million for in-process research and development charges. For a more
complete description of these items and their impact on our consolidated financial results,
see Note 3 to our consolidated financial statements. 65




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##### Table of Contents



(3)
    
    We recorded $288.8 million in non-cash, asset impairment charges in our peripheral vascular
segment to reduce the carrying values of goodwill and certain other intangible assets to their
estimated fair values in 2008. In 2008, we also recorded an asset impairment charge of $10.5
million, as a result of the termination of our research collaboration with Merck & Co., Inc.,
to write-off the remaining carrying value of the related Merck intangible asset that was
established at the time of our acquisition of FoxHollow. For a more complete description of
these items and their impact on our consolidated financial results, see Note 9 to our
consolidated financial statements.(4)
    
    We recorded $19.1 million of special charges as a result of the settlement of the global coil
patent litigation with The Regents of the University of California and Boston Scientific
Corporation in 2007.(5)
    
    The accretion of preferred membership units to redemption value presented above is based on
the rights to which the Class A and Class B preferred membership unit holders of ev3 LLC were
entitled related to a liquidation, dissolution or winding up of ev3 LLC. Notwithstanding this
accretion right, in connection with the merger of ev3 LLC with and into ev3 Inc., each
membership unit representing a preferred equity interest in ev3 LLC was converted into one
share of our common stock and did not receive any additional rights with respect to the
liquidation preference. Accretion was discontinued upon conversion of the preferred units to
common equity at the time of our initial public offering on June 21, 2005.(6)
    
    Net income (loss) per common unit/share and number of units/shares used in per unit/share
calculations reflect our June 21, 2005 one-for-six reverse stock split for all periods
presented. As of December 31,2009
    
    2008
    
    2007
    
    2006
    
    2005(dollars in thousands)Balance Sheet Data:Cash and cash equivalents
    
    $
    98,050
    
    
    $
    59,652
    
    
    $
    81,060
    
    
    $
    24,053
    
    
    $
    69,592Short-term investments
    
    
    
    
    
    
    
    
    
    
    9,744
    
    
    
    14,700
    
    
    
    12,000Total current assets
    
    
    240,460
    
    
    
    187,123
    
    
    
    228,370
    
    
    
    135,845
    
    
    
    151,675Total assets
    
    
    896,289
    
    
    
    720,664
    
    
    
    1,087,106
    
    
    
    352,826
    
    
    
    296,828Total current liabilities
    
    
    73,929
    
    
    
    67,448
    
    
    
    119,159
    
    
    
    41,767
    
    
    
    37,671Long-term debt
    
    
    3,958
    
    
    
    6,458
    
    
    
    6,429
    
    
    
    5,357
    
    
    
    Total liabilities
    
    
    141,795
    
    
    
    80,123
    
    
    
    128,625
    
    
    
    47,592
    
    
    
    38,523Total stockholders equity
    
    
    754,494
    
    
    
    640,541
    
    
    
    958,481
    
    
    
    305,234
    
    
    
    245,455
 66




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##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
    
    Business Overview. This section provides a brief overview description of our
business, focusing in particular on developments during the most recent year.
    
    Summary of 2009 Results and 2010 Outlook. This section provides a brief summary of
our financial results and financial condition for 2009 and our outlook for 2010.
    
    Items Impacting Comparability. This section provides a brief description of the
significant items impacting comparability for 2009, 2008 and 2007.
    
    Sales and Expense Components. This section provides a brief description of the
significant line items in our consolidated statements of operations.
    
    Results of Operations. This section provides our analysis of the significant line
items in our consolidated statements of operations.
    
    Seasonal and Quarterly Fluctuations. This section describes the effects of seasonal
and quarterly fluctuations in our business.
    
    Liquidity and Capital Resources. This section provides an analysis of our liquidity
and cash flows and a discussion of our outstanding debt and commitments.
    
    Critical Accounting Policies and Estimates. This section discusses the accounting
estimates that are considered important to our financial condition and results of
operations and require us to exercise subjective or complex judgments in their
application. All of our significant accounting policies, including our critical
accounting estimates, are summarized in Note 2 to our consolidated financial
statements.
    
    Recently Issued Accounting Pronouncements. This section discusses recently issued
accounting pronouncements that have had or may affect our results of operations and
financial condition.
 Business Overview
   67




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68




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Summary of 2009 Financial Results and Outlook for 2010
   
    
    Net sales of our peripheral vascular products increased 4% to $279.5 million in 2009
compared to 2008 primarily as a result of continued market penetration of our embolic
protection devices and EverFlex family of stents, partially offset by a decline in
sales of our plaque excision products. We expect continued growth of our EverFlex
family of stents during 2010, although we are prohibited from marketing and promoting
these devices in the U.S. outside of their approved indication and, we remain cautious
of the current regulatory environment regarding the off-label utilization of our stents
and the increased competition we may experience. Although our plaque excision sales
decreased in 2009 compared to 2008, we expect the recent launch of our new TurboHawk
Plaque Excision System to have a positive impact on our Plaque Excision sales going
forward.
    
    Net sales of our neurovascular products increased 28% to $169.5 million in 2009
compared to $132.3 million in 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 believe our
neurovascular business should benefit from the continued market penetration of the
Axium coil and Onyx Liquid Embolic System in 2010, from new product introductions,
including our Pipeline and Solitaire FR devices, and expanded geographic presence.
    
    On a geographic basis, 60% of our net sales for 2009 were generated in the United
States and 40% were generated outside the United States. Our international net sales
increased 21% to $178.1 million in 2009 compared to 2008 primarily driven by market
penetration of the Axium coil and neuro stent, as well as the launch of our Pipeline
Embolization Device. We expect our international business to continue to benefit from
our ability to sell our EverCross, NanoCross and PowerCross PTA balloon catheters, the
recent launch of our Pipeline Embolization Device in Europe and other international
markets, the launch of our Axium PGLA and Nylon microfilament coils, Marksman delivery
catheter and Alligator Retrieval Device, and expansion of sales of our
plaque excision devices. Changes in foreign currency exchange rates had a negative
impact on our 2009 net sales of $6.7 million compared to 2008, principally resulting
from the relationship of the U.S. dollar as compared to the euro. At current exchange
rates, we expect foreign currency exchange rates to have a negligible impact on our
2010 net sales compared to our 2009 net sales.
    
    Product gross margin increased to 73% in 2009 compared to 66% in 2008 primarily
attributable to manufacturing efficiencies in our peripheral vascular segment,
including synergies related to the consolidation of our FoxHollow manufacturing
operations and manufacturing process improvements associated with our self-expanding
stents. Product gross margin was also positively impacted by selling our own line of
PTA balloons and the mix of neurovascular products sold. We expect to continue to
 69




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increase our product gross margins through our focus on manufacturing efficiencies and
opportunities to increase product pricing. 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.
 
    
    Our sales, general and administrative expenses decreased in absolute dollars in 2009
compared to 2008, and as a percentage of net sales, represented 50% of our net sales in
2009 compared to 55% of our net sales in 2008. We expect our sales, general and
administrative expenses as a percentage of net sales to continue to decrease in 2010
compared to 2009 primarily as a result of our ability to improve our processes and
leverage our infrastructure to grow expenses at a lesser rate than our anticipated
revenue growth.
    
    Our net income for 2009 was $41.9 million, or $0.38 per diluted common share,
compared to a net loss of $335.6 million, or $3.22 per diluted share, in 2008.
    
    We had $98.1 million of cash and cash equivalents at December 31, 2009, an increase
of $38.4 million compared to December 31, 2008. This increase was primarily a result
of cash provided by operating activities, totaling $69.3 million during 2009 driven
primarily by our operating performance, offset by $24.7 million of net cash paid in
conjunction with our acquisition of Chestnut. We plan to continue to focus on
generating positive cash flow from operations during 2010.
 Items Impacting Comparability
  2009
 
    
    Charge of $3.4 million to increase reserves on our vacated FoxHollow lease facilities.
 
    
    Gain of $4.1 million attributed to the divestiture of non-strategic investments.
 
    
    Tax benefit of $19.0 million triggered by the purchase accounting for our acquisition of Chestnut.
 
    
    Charges relating to the estimated change in fair value of the contingent consideration
 of $4.9 million associated with the Chestnut acquisition.
 2008
 
    
    Research collaboration revenue and expense of $19.9 million and $6.1 million, respectively,
from our former collaboration and license agreement with Merck.
 
    
    An aggregate of $288.8 million in non-cash, asset impairment charges in our peripheral vascular segment to
 reduce the carrying amounts of goodwill and other intangible assets to their estimated fair values, which were driven
 primarily by the then substantial disruption in the general credit and equity markets and in particular the decline in
our stock price and market capitalization and certain product discontinuations during our fourth quarter of 2008.
 
    
Non-cash asset impairment charge of $10.5 million to write off the remaining carrying amount of
the Merck intangible asset that was established at the time of our acquisition of FoxHollow.
 2007
 
    
    Incremental net sales from FoxHollow products of $20.9 million.
 
    
    Research collaboration revenue and expense of $6.0 million and $1.1 million,
respectively, from our former collaboration and license agreement with Merck.
 
    
Charge of $70.7 million for acquired in-process research and development, integration costs of $14.9 million
and a charge of $3.3 million for excess and obsolete inventory associated with our FoxHollow acquisition.
 
    
Special charges of $19.1 million recorded as a result of entering into agreements in principle to settle certain patent infringement and other
litigation with The Regents of the University of California and Boston Scientific Corporation.
 70




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Sales and Expense Components
  Net product sales.
 Research collaboration (revenue)
 Product cost of goods sold.
 Research collaboration (expense).
 Sales, general and administrative.
 Research and development.
 Amortization of intangible assets.
 Contingent consideration.
 Goodwill and other intangible asset impairment.
 Acquired in-process research and development.
 Special charges.
 71




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(Gain) loss on investments, net.
 Interest expense, net.
 Other expense (income), net.
 Income tax (benefit) expense.
 72




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Results of Operations
  For the Year Ended
    
    
    For the Year EndedDecember 31,
    
    
    December 31,Percent
    
    
    
    
    
    
    
    
    
    
    PercentResults
of Operations:
    
    2009(1)
    
    
    2008
    
    
    Change
    
    
    2008
    
    
    2007(2)
    
    
    ChangeSales:Net product sales
    
    $
    449,072
    
    
    $
    402,233
    
    
    
    11.6
    %
    
    $
    402,233
    
    
    $
    278,226
    
    
    
    44.6
    %Research collaboration
    
    
    
    
    
    
    19,895
    
    
    
    -100.0
    %
    
    
    19,895
    
    
    
    5,957
    
    
    234.0
    %Net sales
    
    
    449,072
    
    
    
    422,128
    
    
    
    6.4
    %
    
    
    422,128
    
    
    
    284,183
    
    
    
    48.5
    %Operating expenses:Product cost of goods sold
    
    
    120,613
    
    
    
    136,847
    
    
    
    -11.9
    %
    
    
    136,847
    
    
    
    99,879
    
    
    
    37.0
    %Research collaboration
    
    
    
    
    
    
    6,051
    
    
    
    -100.0
    %
    
    
    6,051
    
    
    
    1,065
    
    
    NMSales, general and administrative
    
    
    225,023
    
    
    
    232,200
    
    
    
    -3.1
    %
    
    
    232,200
    
    
    
    194,289
    
    
    
    19.5
    %Research and development
    
    
    49,060
    
    
    
    48,784
    
    
    
    0.6
    %
    
    
    48,784
    
    
    
    48,413
    
    
    
    0.8
    %Amortization of intangible assets
    
    
    25,143
    
    
    
    31,072
    
    
    
    -19.1
    %
    
    
    31,072
    
    
    
    20,306
    
    
    
    53.0
    %Contingent consideration
    
    
    4,876
    
    
    
    
    
    
    NM
    
    
    
    
    
    
    
    
    
    
    NMGoodwill and intangible asset
impairment(3)
    
    
    
    
    
    
    299,263
    
    
    
    -100.0
    %
    
    
    299,263
    
    
    
    
    
    
    NMAcquired in-process research and
development
    
    
    
    
    
    
    
    
    
    NM
    
    
    
    
    
    
    
    70,700
    
    
    
    -100.0
    %Special charges(4)
    
    
    
    
    
    
    
    
    
    NM
    
    
    
    
    
    
    
    19,054
    
    
    
    -100.0
    %Total operating expenses
    
    
    424,715
    
    
    
    754,217
    
    
    
    -43.7
    %
    
    
    754,217
    
    
    
    453,706
    
    
    
    66.2
    %Income (loss) from operations
    
    
    24,357
    
    
    
    (332,089
    )
    
    NM
    
    
    
    (332,089
    )
    
    
    (169,523
    )
    
    -95.9
    %Other (income) expense:(Gain) loss on investments, net
    
    
    (4,113
    )
    
    
    (487
    )
    
    NM
    
    
    
    (487
    )
    
    
    116
    
    
    NMInterest expense (income), net
    
    
    788
    
    
    
    (223
    )
    
    NM
    
    
    
    (223
    )
    
    
    (1,910
    )
    
    88.3
    %Other expense (income), net
    
    
    1,588
    
    
    
    2,427
    
    
    -34.6
    %
    
    
    2,427
    
    
    
    (2,934
    )
    
    NMIncome (loss) before income taxes
    
    
    26,094
    
    
    
    (333,806
    )
    
    NM
    
    
    
    (333,806
    )
    
    
    (164,795
    )
    
    -102.6
    %Income tax (benefit) expense
    
    
    (15,823
    )
    
    
    1,816
    
    
    NM
    
    
    
    1,816
    
    
    
    949
    
    
    
    91.4
    %Net income (loss)
    
    $
    41,917
    
    
    $
    (335,622
    )
    
    NM
    
    
    $
    (335,622
    )
    
    $
    (165,744
    )
    
    -102.5
    %
 
 (1)
    
    In connection with the acquisition of Chestnut Medical Technologies, Inc. on June 23, 2009,
we recorded $4.9 million of contingent consideration and recognized a tax benefit of $19.0
million which resulted from the reversal of existing deferred tax valuation allowance. For a
more complete description of these items and their impact on our consolidated financial
results, see Note 3 to our consolidated financial statements.(2)
    
    In connection with the acquisition of FoxHollow Technologies, Inc. on October 4, 2007, we
recorded $14.9 million of integration costs associated with the acquisition and recognized
$70.7 million for in-process research and development charges. For a more complete description
of these items and their impact on our consolidated financial results, see Note 3 to our
consolidated financial statements.(3)
    
    During 2008, we recorded $288.8 million in non-cash, asset impairment charges in our
peripheral vascular segment to reduce the carrying amounts of goodwill and other intangible
assets to their estimated fair values. Additionally, during 2008, as a result of the
termination of our research collaboration with Merck, we recorded a non-cash asset impairment
charge of $10.5 million to write off the remaining carrying amount of the related Merck
intangible asset that was established at the time of our acquisition of FoxHollow. For a more
complete description of these items and their impact on our consolidated financial results,
see Note 9 to our consolidated financial statements.(4)
    
    We recorded $19.1 million of special charges as a result of the settlement of the former
litigation with The Regents of the University of California and Boston Scientific Corporation
in 2007. 73




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For the Year Ended
    
    
    
    
    
    
    For the Year EndedDecember 31,
    
    
    Percent
    
    
    December 31,
    
    
    PercentNET
SALES BY SEGMENT
    
    2009
    
    
    2008
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeNet salesNet product sales:Peripheral vascular:Plaque excision(1)
    
    $
    84,072
    
    
    $
    88,800
    
    
    
    -5.3
    %
    
    $
    88,800
    
    
    $
    20,884
    
    
    
    325.2
    %Stents
    
    
    114,900
    
    
    
    107,146
    
    
    
    7.2
    %
    
    
    107,146
    
    
    
    86,035
    
    
    
    24.5
    %Thrombectomy and embolic protection
    
    
    31,513
    
    
    
    27,779
    
    
    
    13.4
    %
    
    
    27,779
    
    
    
    25,998
    
    
    
    6.9
    %Procedural support and other
    
    
    49,046
    
    
    
    46,204
    
    
    
    6.2
    %
    
    
    46,204
    
    
    
    40,858
    
    
    
    13.1
    %Total peripheral vascular
    
    $
    279,531
    
    
    $
    269,929
    
    
    
    3.6
    %
    
    $
    269,929
    
    
    $
    173,775
    
    
    
    55.3
    %Neurovascular:Embolic products
    
    $
    103,081
    
    
    $
    74,642
    
    
    
    38.1
    %
    
    $
    74,642
    
    
    $
    56,003
    
    
    
    33.3
    %Neuro access and delivery products
    
    
    66,460
    
    
    
    57,662
    
    
    
    15.3
    %
    
    
    57,662
    
    
    
    48,448
    
    
    
    19.0
    %Total neurovascular
    
    $
    169,541
    
    
    $
    132,304
    
    
    
    28.1
    %
    
    $
    132,304
    
    
    $
    104,451
    
    
    
    26.7
    %Total net product sales
    
    
    449,072
    
    
    
    402,233
    
    
    
    11.6
    %
    
    
    402,233
    
    
    
    278,226
    
    
    
    44.6
    %Research collaboration:
    
    $
    
    
    
    $
    19,895
    
    
    
    -100.0
    %
    
    $
    19,895
    
    
    $
    5,957
    
    
    
    234.0
    %Total net sales
    
    $
    449,072
    
    
    $
    422,128
    
    
    
    6.4
    %
    
    $
    422,128
    
    
    $
    284,183
    
    
    
    48.5
    %
 For the Year Ended
    
    
    
    
    
    
    For the Year EndedDecember 31,
    
    
    Percent
    
    
    December 31,
    
    
    PercentNET
SALES BY GEOGRAPHY
    
    2009
    
    
    2008
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeUnited States
    
    $
    270,961
    
    
    $
    275,433
    
    
    
    -1.6
    %
    
    $
    275,433
    
    
    $
    177,198
    
    
    
    55.4
    %InternationalBefore foreign exchange impact
    
    
    184,803
    
    
    
    146,695
    
    
    
    26.0
    %
    
    
    141,704
    
    
    
    106,985
    
    
    
    32.5
    %Foreign exchange impact
    
    
    (6,692
    )
    
    
    
    
    
    NM
    
    
    
    4,991
    
    
    
    
    
    
    NMTotal
    
    
    178,111
    
    
    
    146,695
    
    
    
    21.4
    %
    
    
    146,695
    
    
    
    106,985
    
    
    
    37.1
    %Total
    
    $
    449,072
    
    
    $
    422,128
    
    
    
    6.4
    %
    
    $
    422,128
    
    
    $
    284,183
    
    
    
    48.5
    %
 
 (1)
    
    Formerly referred to as atherectomy Comparison of the Year Ended December 31, 2009 to the Year Ended December 31, 2008
 Net sales.
 Net sales of peripheral vascular products
 74




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##### Table of Contents



Net sales of neurovascular products
 Net sales by geography
  Research collaboration (revenue).
 Product cost of goods sold.
   Research collaboration (expense).
 Sales, general and administrative.
 75




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##### Table of Contents



Research and development
 Amortization of intangible assets
 Contingent consideration.
 Goodwill and intangible asset impairment.
 (Gain) loss on investments, net.
 Interest expense (income), net
 Other expense, net
 Income tax (benefit) expense
 Comparison of the Year Ended December 31, 2008 to the Year Ended December 31, 2007
 Net sales.
 76




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##### Table of Contents



Net sales of peripheral vascular products
  Net sales of neurovascular products
 Research collaboration (revenue).
 Net sales by geography
 Product cost of goods sold.
 Research collaboration (expense).
 Sales, general and administrative.
 77




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##### Table of Contents



Research and development
 Amortization of intangible assets
 Goodwill and other intangible asset impairment.
 Acquired in-process research and development.
 Special charges
 (Gain) loss on investments, net.
 Interest expense (income), net
 Other expense (income), net
 Income tax expense
 78




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##### Table of Contents



Seasonality and Quarterly Fluctuations
   Liquidity and Capital Resources
  As of December 31,Balance Sheet Data
    
    2009
    
    2008(dollars in thousands)Cash and cash equivalents
    
    $
    98,050
    
    
    $
    59,652Total current assets
    
    
    240,460
    
    
    
    187,123Total assets
    
    
    896,289
    
    
    
    720,664Total current liabilities
    
    
    73,929
    
    
    
    67,448Total liabilities
    
    
    141,795
    
    
    
    80,123Total stockholders equity
    
    
    754,494
    
    
    
    640,541
 Working Capital
 Cash and cash equivalents.
 Letters of credit and restricted cash.
 Financing history
  79




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##### Table of Contents



Credit facility.
   Cash Flows
 Operating activities.
 Investing activities.
 80




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##### Table of Contents



Financing activities.
 Contractual Cash Obligations
  Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    More thanTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 Years
    
    
    Other(dollars in thousand)Notes payable
    
    $
    6,458
    
    
    $
    2,500
    
    
    $
    3,958
    
    
    $
    
    
    
    $
    
    
    
    $
    Interest obligations
    
    
    409
    
    
    
    258
    
    
    
    151
    
    
    
    
    
    
    
    
    
    
    
    Operating leases(1)
    
    
    27,238
    
    
    
    7,316
    
    
    
    8,548
    
    
    
    5,904
    
    
    
    5,470
    
    
    
    Uncertain income
tax obligations,
including interest
and penalties(2)
    
    
    1,588
    
    
    
    216
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,372Total
    
    $
    35,693
    
    
    $
    10,290
    
    
    $
    12,657
    
    
    $
    5,904
    
    
    $
    5,470
    
    
    $
    1,372
 
 (1)
    
    The amounts reflected in the table above for operating leases represent future minimum
lease payments under non-cancelable operating leases primarily for certain office space,
warehouse space, computers and vehicles. Portions of these payments are denominated in foreign
currencies and were translated in the tables above based on their respective U.S. dollar
exchange rates at December 31, 2009. These future payments are subject to foreign currency
exchange rate risk. In accordance with U.S. generally accepted accounting principles, our
operating leases are not recognized on our consolidated balance sheet.(2)
    
    The uncertain income tax obligations of $1.4 million included in the other column in the
table above represent an amount of potential tax liabilities that we are uncertain as to if or
when such amounts may be settled.  81




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##### Table of Contents



Off-Balance Sheet Arrangements
  Other Liquidity Information
     82




---



##### Table of Contents



Credit Risk
  Critical Accounting Policies and Estimates
    Revenue Recognition
   83




---



##### Table of Contents



Stock-Based Compensation
      Assessment of Goodwill and Intangible Asset Impairment
     84




---



##### Table of Contents



Contingent Consideration
  Excess and Obsolete Inventory
  85




---



##### Table of Contents



Allowance for Doubtful Accounts
   Valuation of Acquired In-Process Research and Development
   86




---



##### Table of Contents



Accounting for Income Taxes
   Recently Issued Accounting Pronouncements
     87




---



##### Table of Contents



,
  88




---



##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risk
   Foreign Currency Exchange Rate Risk
   
 89




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 Description
    
    PageManagements Report on Internal Control over Financial Reporting
    
    F-1Reports of Independent Registered Public Accounting Firm
    
    F-2  F-3Consolidated Balance Sheets as of December 31, 2009 and 2008
    
    F-4Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007
    
    F-5Consolidated Statements of Stockholders Equity for the years ended December 31, 2009, 2008 and 2007
    
    F-6Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007
    
    F-7  F-8Notes to the Consolidated Financial Statements for the years ended December 31, 2009, 2008 and 2007
    
    F-9  F-37Schedule IIValuation and Qualifying Accounts
    
    F-38
 90




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##### Table of Contents



MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
      /s/ Robert J. Palmisano
    
    /s/ Shawn McCormickRobert J. Palmisano
    
    Shawn McCormickPresident and Chief Executive Officer
    
    Senior Vice President and Chief Financial Officer
   F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     .
   
 F-2




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
       
 F-3




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##### Table of Contents



ev3 Inc.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
 December 31,2009
    
    
    2008AssetsCurrent assetsCash and cash equivalents
    
    $
    98,050
    
    
    $
    59,652Accounts receivable, less allowances of
$7,260 and $8,098 respectively
    
    
    90,711
    
    
    
    72,814Inventories, net
    
    
    45,054
    
    
    
    47,687Prepaid expenses and other current assets
    
    
    6,645
    
    
    
    6,970Total current assets
    
    
    240,460
    
    
    
    187,123Restricted cash
    
    
    4,346
    
    
    
    1,531Property and equipment, net
    
    
    29,159
    
    
    
    30,681Goodwill
    
    
    367,486
    
    
    
    315,654Intangible assets, net
    
    
    254,288
    
    
    
    185,292Other assets
    
    
    550
    
    
    
    383Total assets
    
    $
    896,289
    
    
    $
    720,664Liabilities and stockholders equityCurrent liabilitiesCurrent portion of long-term debt
    
    $
    2,500
    
    
    $
    2,500Accounts payable
    
    
    16,737
    
    
    
    15,657Accrued compensation and benefits
    
    
    32,239
    
    
    
    29,547Accrued liabilities
    
    
    22,453
    
    
    
    19,744Total current liabilities
    
    
    73,929
    
    
    
    67,448Long-term debt
    
    
    3,958
    
    
    
    6,458Other long-term liabilities
    
    
    63,908
    
    
    
    6,217Total liabilities
    
    
    141,795
    
    
    
    80,123Stockholders equityPreferred stock, $0.01 par value, 100,000,000
shares authorized, none issued and
outstanding as of December 31, 2009 and 2008
    
    
    
    
    
    
    Common stock, $0.01 par value, 300,000,000
shares authorized, 112,345,500 and
105,822,444 shares issued and outstanding as
of December 31, 2009 and 2008, respectively
    
    
    1,123
    
    
    
    1,058Additional paid-in capital
    
    
    1,828,655
    
    
    
    1,756,832Accumulated deficit
    
    
    (1,074,744
    )
    
    
    (1,116,661
    )Accumulated other comprehensive loss
    
    
    (540
    )
    
    
    (688
    )Total stockholders equity
    
    
    754,494
    
    
    
    640,541Total liabilities and stockholders equity
    
    $
    896,289
    
    
    $
    720,664
  F-4




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##### Table of Contents



ev3 Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
 For the years ended December 31,2009
    
    
    2008
    
    
    2007Sales:Net product sales
    
    $
    449,072
    
    
    $
    402,233
    
    
    $
    278,226Research collaboration
    
    
    
    
    
    
    19,895
    
    
    
    5,957Net sales
    
    
    449,072
    
    
    
    422,128
    
    
    
    284,183Operating expenses:Product cost of goods sold
    
    
    120,613
    
    
    
    136,847
    
    
    
    99,879Research collaboration
    
    
    
    
    
    
    6,051
    
    
    
    1,065Sales, general and administrative
    
    
    225,023
    
    
    
    232,200
    
    
    
    194,289Research and development
    
    
    49,060
    
    
    
    48,784
    
    
    
    48,413Amortization of intangible assets
    
    
    25,143
    
    
    
    31,072
    
    
    
    20,306Contingent consideration
    
    
    4,876
    
    
    
    
    
    
    
    Goodwill and intangible asset impairment
    
    
    
    
    
    
    299,263
    
    
    
    Acquired in-process research and development
    
    
    
    
    
    
    
    
    
    
    70,700Special charges
    
    
    
    
    
    
    
    
    
    
    19,054Total operating expenses
    
    
    424,715
    
    
    
    754,217
    
    
    
    453,706Income (loss) from operations
    
    
    24,357
    
    
    
    (332,089
    )
    
    
    (169,523
    )Other (income) expense:(Gain) loss on investments, net
    
    
    (4,113
    )
    
    
    (487
    )
    
    
    116Interest expense (income), net
    
    
    788
    
    
    
    (223
    )
    
    
    (1,910
    )Other expense (income), net
    
    
    1,588
    
    
    
    2,427
    
    
    
    (2,934
    )Income (loss) before income taxes
    
    
    26,094
    
    
    
    (333,806
    )
    
    
    (164,795
    )Income tax (benefit) expense
    
    
    (15,823
    )
    
    
    1,816
    
    
    
    949Net income (loss)
    
    $
    41,917
    
    
    $
    (335,622
    )
    
    $
    (165,744
    )Earnings per share:Net income (loss) per common shareBasic
    
    $
    0.39
    
    
    $
    (3.22
    )
    
    $
    (2.37
    )Diluted
    
    $
    0.38
    
    
    $
    (3.22
    )
    
    $
    (2.37
    )Weighted average shares outstandingBasic
    
    
    107,997,738
    
    
    
    104,378,828
    
    
    
    69,909,708Diluted
    
    
    108,998,528
    
    
    
    104,378,828
    
    
    
    69,909,708
  F-5




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##### Table of Contents



ev3 Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(Dollars in thousands, except per share amounts)
 AccumulatedOther
    
    
    TotalCommon Stock
    
    
    
    
    
    
    Accumulated
    
    
    Comprehensive
    
    
    StockholdersShares
    
    
    Amount
    
    
    APIC
    
    
    Deficit
    
    
    Income (Loss)
    
    
    EquityBalance December 31, 2006
    
    
    57,594,742
    
    
    $
    576
    
    
    $
    919,221
    
    
    $
    (614,578
    )
    
    $
    15
    
    
    $
    305,234Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (165,744
    )
    
    
    
    
    
    
    (165,744
    )Unrealized losses on investments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (174
    )
    
    
    (174
    )Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (436
    )
    
    
    (436
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (166,354
    )Cumulative effect of adoption of
ASC 740 (FASB Interpretation No. 48)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (717
    )
    
    
    
    
    
    
    (717
    )Common stock issued in secondary
offering
    
    
    2,500,000
    
    
    
    25
    
    
    
    44,517
    
    
    
    
    
    
    
    
    
    
    
    44,542Compensation expense on equity awards
and stock purchase plan
    
    
    
    
    
    
    
    
    
    
    11,127
    
    
    
    
    
    
    
    
    
    
    
    11,127Equity based compensation plans
    
    
    1,867,775
    
    
    
    19
    
    
    
    7,068
    
    
    
    
    
    
    
    
    
    
    
    7,087Common stock issued in acquisition of
FoxHollow
    
    
    43,118,667
    
    
    
    431
    
    
    
    757,131
    
    
    
    
    
    
    
    
    
    
    
    757,562FoxHollow stock transactions, other
    
    
    (2,415
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance December 31, 2007
    
    
    105,078,769
    
    
    $
    1,051
    
    
    $
    1,739,064
    
    
    $
    (781,039
    )
    
    $
    (595
    )
    
    $
    958,481Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (335,622
    )
    
    
    
    
    
    
    (335,622
    )Unrealized gains on investments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45
    
    
    
    45Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (138
    )
    
    
    (138
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (335,715
    )Compensation expense on equity awards
and stock purchase plan
    
    
    
    
    
    
    
    
    
    
    15,159
    
    
    
    
    
    
    
    
    
    
    
    15,159Equity based compensation plans
    
    
    743,675
    
    
    
    7
    
    
    
    2,609
    
    
    
    
    
    
    
    
    
    
    
    2,616Balance December 31, 2008
    
    
    105,822,444
    
    
    $
    1,058
    
    
    $
    1,756,832
    
    
    $
    (1,116,661
    )
    
    $
    (688
    )
    
    $
    640,541Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,917
    
    
    
    
    
    
    
    41,917Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    148
    
    
    
    148Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,065Compensation expense on equity awards
and stock purchase plan
    
    
    
    
    
    
    
    
    
    
    14,556
    
    
    
    
    
    
    
    
    
    
    
    14,556Equity based compensation plans
    
    
    1,462,546
    
    
    
    14
    
    
    
    4,189
    
    
    
    
    
    
    
    
    
    
    
    4,203Common stock issued in acquisition of
Chestnut
    
    
    5,060,510
    
    
    
    51
    
    
    
    53,078
    
    
    
    
    
    
    
    
    
    
    
    53,129Balance December 31, 2009
    
    
    112,345,500
    
    
    $
    1,123
    
    
    $
    1,828,655
    
    
    $
    (1,074,744
    )
    
    $
    (540
    )
    
    $
    754,494
  F-6




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##### Table of Contents



ev3 Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
 For the years ended December 31,2009
    
    
    2008
    
    
    2007Operating activitiesNet income (loss)
    
    $
    41,917
    
    
    $
    (335,622
    )
    
    $
    (165,744
    )Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:Depreciation and amortization
    
    
    36,340
    
    
    
    42,595
    
    
    
    28,726Contingent consideration
    
    
    4,876
    
    
    
    
    
    
    
    Provision for bad debts and sales returns
    
    
    (942
    )
    
    
    2,538
    
    
    
    2,024Provision for inventory obsolescence
    
    
    10,030
    
    
    
    8,870
    
    
    
    8,308Acquired in-process research and development
    
    
    
    
    
    
    
    
    
    
    70,700Gain on sale or disposal of investments and assets, net
    
    
    (4,055
    )
    
    
    (244
    )
    
    
    (978
    )Stock-based compensation expense
    
    
    14,556
    
    
    
    15,159
    
    
    
    11,127Goodwill and intangible asset impairment
    
    
    1,000
    
    
    
    299,263
    
    
    
    Deferred income taxes
    
    
    (19,171
    )
    
    
    
    
    
    
    Change in operating assets and liabilities, net of acquired:Accounts receivable
    
    
    (15,998
    )
    
    
    (8,281
    )
    
    
    1,340Inventories
    
    
    (6,846
    )
    
    
    6,169
    
    
    
    (14,524
    )Prepaid expenses and other assets
    
    
    642
    
    
    
    294
    
    
    
    2,836Accounts payable
    
    
    (683
    )
    
    
    (6,804
    )
    
    
    3,060Accrued expenses and other liabilities
    
    
    7,683
    
    
    
    (28,774
    )
    
    
    (5,408
    )Deferred revenue
    
    
    
    
    
    
    (9,043
    )
    
    
    9,347Net cash provided by (used in) operating activities
    
    
    69,349
    
    
    
    (13,880
    )
    
    
    (49,186
    )Investing activitiesProceeds from sale of investments
    
    
    4,118
    
    
    
    9,744
    
    
    
    6,900Purchase of investments
    
    
    (300
    )
    
    
    
    
    
    
    Purchase of property and equipment
    
    
    (6,695
    )
    
    
    (10,875
    )
    
    
    (13,804
    )Purchase of patents and licenses
    
    
    (2,067
    )
    
    
    (2,728
    )
    
    
    (3,270
    )Purchase of distribution rights
    
    
    
    
    
    
    
    
    
    
    (6,500
    )Proceeds from sale of assets
    
    
    
    
    
    
    1,244
    
    
    
    2,035Acquisitions, net of cash acquired
    
    
    (24,735
    )
    
    
    (7,627
    )
    
    
    65,556Change in restricted cash
    
    
    (2,731
    )
    
    
    646
    
    
    
    1,007Net cash (used in) provided by investing activities
    
    
    (32,410
    )
    
    
    (9,596
    )
    
    
    51,924
  F-7




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##### Table of Contents



ev3 Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Dollars in thousands)
 For the years ended December 31,2009
    
    
    2008
    
    
    2007Financing activitiesProceeds from issuance of common stock, net
    
    $
    
    
    
    $
    
    
    
    $
    44,542Proceeds from issuance of debt
    
    
    
    
    
    
    10,000
    
    
    
    5,000Payments on long-term debt and capital lease obligations
    
    
    (2,649
    )
    
    
    (11,042
    )
    
    
    (2,499
    )Proceeds from exercise of stock options
    
    
    1,850
    
    
    
    1,275
    
    
    
    6,726Proceeds from employee stock purchase plan
    
    
    2,823
    
    
    
    1,903
    
    
    
    868Other
    
    
    (470
    )
    
    
    (541
    )
    
    
    (646
    )Net cash provided by financing activities
    
    
    1,554
    
    
    
    1,595
    
    
    
    53,991Effect of exchange rate changes on cash
    
    
    (95
    )
    
    
    473
    
    
    
    278Net increase (decrease) in cash and cash equivalents
    
    
    38,398
    
    
    
    (21,408
    )
    
    
    57,007Cash and cash equivalents, beginning of period
    
    
    59,652
    
    
    
    81,060
    
    
    
    24,053Cash and cash equivalents, end of period
    
    $
    98,050
    
    
    $
    59,652
    
    
    $
    81,060Supplemental cash flow information:Cash paid for interest
    
    $
    588
    
    
    $
    839
    
    
    $
    1,400Cash paid for income taxes
    
    $
    3,303
    
    
    $
    943
    
    
    $
    610Supplemental non-cash disclosure:Non-cash consideration in conjunction with the
acquisition of Chestnut (see Note 3)
    
    $
    90,461
    
    
    $
    
    
    
    $
    Net assets acquired in conjunction with the acquisition
of FoxHollow (see Note 3)
    
    $
    
    
    
    $
    
    
    
    $
    757,562Leasehold improvement tenant allowance
    
    $
    2,606
    
    
    $
    
    
    
    $
    Goodwill and intangible asset impairment (see Note 9)
    
    $
    
    
    
    $
    299,263
    
    
    $
    Earn-out payment accrued
    
    $
    
    
    
    $
    
    
    
    $
    7,500
  F-8




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##### Table of Contents



ev3 Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Description of Business
  2. Summary of Significant Accounting Policies
 Principles of Consolidation
   Use of Estimates
  Cash Equivalents
  Accounts Receivable
  F-9




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##### Table of Contents



Inventories
   Restricted Cash
  Property and Equipment
  Goodwill and Indefinite-Lived Intangible Assets
     F-10




---



##### Table of Contents



Impairment of Long-Lived Assets and Amortizable Intangible Assets
  Investments
  Revenue Recognition
    F-11




---



##### Table of Contents



Contingent Consideration
  Shipping and Handling Costs
  Advertising Costs
  Research and Development
  Acquired In-process Research and Development (IPR&D)
  F-12




---



##### Table of Contents



Special Charges
  Foreign Currency Translation/Forward Foreign Currency Contracts
   Income Taxes
   Net Income (Loss) per Common Share
  Comprehensive Income (Loss)
  Concentrations of Credit Risk
  F-13




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##### Table of Contents



Accounting for Stock-Based Compensation
   Year Ended December 31,2009
    
    2008
    
    2007Risk free interest rate
    
    
    1.6
    %
    
    
    2.6
    %
    
    
    4.4
    %Expected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected volatility
    
    
    53.5
    %
    
    
    44.8
    %
    
    
    43.6
    %Expected option term
    
    
    3.85
    years
    
    
    3.85
    years
    
    
    3.85
    years
   Year Ended December 31,2009
    
    
    2008
    
    
    2007Product cost of goods sold
    
    $
    1,007
    
    
    $
    834
    
    
    $
    926Sales, general and administrative
    
    
    11,985
    
    
    
    12,438
    
    
    
    8,832Research and development
    
    
    1,564
    
    
    
    1,887
    
    
    
    1,369Total stock-based compensation expense
    
    $
    14,556
    
    
    $
    15,159
    
    
    $
    11,127
  Fiscal Year
  F-14




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##### Table of Contents



Reclassifications
  New Accounting Pronouncements
     ,
  F-15




---



##### Table of Contents



3. Acquisitions
 Chestnut Acquisition
     Equity consideration
    
    $
    53,186Cash consideration
    
    
    26,240Total cash and equity
    
    $
    79,426Contingent consideration
    
    
    37,275Total purchase price consideration
    
    $
    116,701
    F-16




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##### Table of Contents



Intangible assets
    
    $
    93,070Tangible assets acquired, net of liabilities assumed
    
    
    822Deferred tax liabilities acquired, net
    
    
    (29,323
    )Goodwill
    
    
    52,132Estimated fair value of net assets acquired
    
    $
    116,701
   Weighted AverageAmortization PeriodIntangible
Asset Description
    
    Fair Value Assigned
    
    
    (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
    F-17




---



##### Table of Contents



FoxHollow Acquisition
       F-18




---



##### Table of Contents



Expected term (in years)
    
    
    2.7Expected volatility
    
    
    45.00
    %Risk-free interest rate
    
    
    4.60
    %Stock price on date of grant
    
    $
    16.83Weighted-average exercise price
    
    $
    14.99
   FoxHollow common shares converted
    
    $
    725,687Cash consideration
    
    
    81,811FoxHollow options converted
    
    
    31,875Total cash and equity
    
    $
    839,373Merck consideration
    
    
    8,824Deal costs
    
    
    8,846Total purchase price consideration
    
    $
    857,043
   Intangible assets
    
    $
    199,500Acquired in-process research and development
    
    
    70,700Tangible assets acquired, net of liabilities assumed
    
    
    145,854Goodwill
    
    
    440,989Estimated fair value of net assets acquired
    
    $
    857,043
  Weighted AverageAmortization PeriodIntangible
Asset Description
    
    Fair Value Assigned
    
    
    (in years)Developed and core technology
    
    $
    138,800
    
    
    
    12Customer relationships
    
    
    40,000
    
    
    
    12Merck exclusivity
    
    
    13,600
    
    
    
    3.25Trademarks and tradenames
    
    
    7,100
    
    
    
    10Total intangible assets acquired (excluding goodwill)
    
    $
    199,500
    
    
    
    11
  F-19




---



##### Table of Contents



Pro Forma Results of Operations
  F-20




---



##### Table of Contents



Reported
    
    Pro FormaNet revenues
    
    $
    284,183
    
    
    $
    439,893Net loss
    
    $
    (165,744
    )
    
    $
    (202,337
    )Net loss per share:Basic and diluted
    
    $
    (2.37
    )
    
    $
    (1.98
    )
 4. 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
    Balance as of December 31, 2008
    
    $
    Purchase price contingent consideration
    
    
    37,275Change in fair value of contingent consideration
    
    
    4,876Balance as of December 31, 2009
    
    $
    42,151
 5. Restructuring
  F-21




---



##### Table of Contents



AdjustmentsReflected inAdjustments to
    
    
    ConsolidatedBalance at
    
    
    Purchase Price
    
    
    Statements of
    
    
    
    
    
    
    Balance atDecember 31, 2007
    
    
    Allocation
    
    
    Operations
    
    
    Amounts Paid
    
    
    December 31, 2008Workforce reductions
    
    $
    7,605
    
    
    $
    848
    
    
    $
    
    
    
    $
    (7,783
    )
    
    $
    670Termination of
contractual commitments
    
    
    2,476
    
    
    
    6,294
    
    
    
    
    
    
    
    (1,275
    )
    
    
    7,495Total
    
    $
    10,081
    
    
    $
    7,142
    
    
    $
    
    
    
    $
    (9,058
    )
    
    $
    8,165
 AdjustmentsReflected inAdjustments to
    
    
    ConsolidatedBalance at
    
    
    Purchase Price
    
    
    Statements of
    
    
    
    
    
    
    Balance atDecember 31, 2008
    
    
    Allocation
    
    
    Operations
    
    
    Amounts Paid
    
    

December 31, 2009Workforce reductions
    
    $
    670
    
    
    $
    (300
    )
    
    $
    (49
    )
    
    $
    (321
    )
    
    $
    Termination of
contractual commitments
    
    
    7,495
    
    
    
    
    
    
    
    3,421
    
    
    
    (3,211
    )
    
    
    7,705Total
    
    $
    8,165
    
    
    $
    (300
    )
    
    $
    3,372
    
    
    $
    (3,532
    )
    
    $
    7,705
  6. Inventories, Net
  December 31,2009
    
    
    2008Raw materials
    
    $
    10,927
    
    
    $
    10,472Work-in-progress
    
    
    4,849
    
    
    
    4,144Finished goods
    
    
    40,252
    
    
    
    43,40856,028
    
    
    
    58,024Inventory reserve
    
    
    (10,974
    )
    
    
    (10,337
    )Inventories, net
    
    $
    45,054
    
    
    $
    47,687
  F-22




---



##### Table of Contents



7. Property and Equipment
  December 31,2009
    
    
    2008Machinery and equipment
    
    $
    32,126
    
    
    $
    29,550Office furniture and equipment
    
    
    21,508
    
    
    
    18,466Leasehold improvements
    
    
    16,846
    
    
    
    14,131Construction in progress
    
    
    3,567
    
    
    
    5,67074,047
    
    
    
    67,817Less:Accumulated depreciation and amortization
    
    
    (44,888
    )
    
    
    (37,136
    )Property and equipment, net
    
    $
    29,159
    
    
    $
    30,681
  8. Goodwill and Intangible Assets
  Peripheral
    
    
    Neuro-Vascular
    
    
    vascular
    
    
    TotalBalance as of January 1, 2008
    
    $
    501,394
    
    
    $
    85,254
    
    
    $
    586,648Adjustments to finalize purchase accounting
    
    
    10,902
    
    
    
    
    
    
    
    10,902Goodwill impairment (see Note 9)
    
    
    (281,896
    )
    
    
    
    
    
    
    (281,896
    )Balance as of December 31, 2008
    
    
    230,400
    
    
    
    85,254
    
    
    
    315,654Adjustments to goodwill related to acquisition of
FoxHollow (see Note 3)
    
    
    (300
    )
    
    
    
    
    
    
    (300
    )Goodwill related to acquisition of Chestnut (see Note 3)
    
    
    
    
    
    
    52,132
    
    
    
    52,132Balance as of December 31, 2009
    
    $
    230,100
    
    
    $
    137,386
    
    
    $
    367,486
  December 31,Weighted
    
    
    2009
    
    
    2008average
    
    
    Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    Netuseful life
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying(in years)
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    AmountPatents and licenses
    
    
    5.0
    
    
    $
    16,016
    
    
    $
    (7,743
    )
    
    $
    8,273
    
    
    $
    15,413
    
    
    $
    (6,264
    )
    
    $
    9,149Developed technology
    
    
    11.0
    
    
    
    260,147
    
    
    
    (83,242
    )
    
    
    176,905
    
    
    
    196,016
    
    
    
    (66,312
    )
    
    
    129,704Trademarks and tradenames
    
    
    8.0
    
    
    
    13,182
    
    
    
    (5,562
    )
    
    
    7,620
    
    
    
    12,222
    
    
    
    (4,457
    )
    
    
    7,765Customer relationships
    
    
    10.0
    
    
    
    56,314
    
    
    
    (22,520
    )
    
    
    33,794
    
    
    
    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
    
    
    
    (64
    )
    
    
    296
    
    
    
    
    
    
    
    
    
    
    
    Intangible assets, net
    
    
    
    
    
    $
    373,419
    
    
    $
    (119,131
    )
    
    $
    254,288
    
    
    $
    287,711
    
    
    $
    (102,419
    )
    
    $
    185,292
  F-23




---



##### Table of Contents



2010
    
    $
    25,3832011
    
    
    23,8602012
    
    
    23,6522013
    
    
    23,2852014
    
    
    20,799
 9. Goodwill and Intangible Asset Impairment
     F-24




---



##### Table of Contents



10. Accrued Liabilities
  December 31,2009
    
    
    2008Accrued clinical studies
    
    $
    3,085
    
    
    $
    2,714Accrued royalties
    
    
    3,062
    
    
    
    2,527Deferred rent and lease liabilities
    
    
    2,885
    
    
    
    3,607Tax liabilities
    
    
    2,144
    
    
    
    1,865Accrued legal and professional services
    
    
    1,899
    
    
    
    1,971Accrued sales rebates
    
    
    1,530
    
    
    
    852Accrued other
    
    
    7,848
    
    
    
    6,208Total accrued liabilities
    
    $
    22,453
    
    
    $
    19,744
 11. Long-Term Debt
  December 31,2009
    
    
    2008Equipment term loan
    
    $
    6,458
    
    
    $
    8,958Less: current portion
    
    
    (2,500
    )
    
    
    (2,500
    )Total long-term debt
    
    $
    3,958
    
    
    $
    6,458
  F-25




---



##### Table of Contents



2010
    
    $
    2,5002011
    
    
    2,5002012
    
    
    1,458Total
    
    $
    6,458
 12. Other Long-Term Liabilities
  Year Ended December 31,2009
    
    
    2008Contingent consideration (see Notes 3 and 4)
    
    $
    42,151
    
    
    $
    Deferred tax liability (see Notes 3 and 17)
    
    
    10,360
    
    
    
    Other long-term liabilities
    
    
    11,397
    
    
    
    6,217Total other long-term liabilities
    
    $
    63,908
    
    
    $
    6,217
 13. (Gain) Loss on Investments, Net
  F-26




---



##### Table of Contents



14. Interest Expense (Income), Net
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Interest income
    
    $
    (278
    )
    
    $
    (1,369
    )
    
    $
    (3,284
    )Interest expense
    
    
    1,066
    
    
    
    1,146
    
    
    
    1,374Interest expense (income), net
    
    $
    788
    
    
    $
    (223
    )
    
    $
    (1,910
    )
 15. Equity-Based Compensation Plans
     F-27




---



##### Table of Contents



Weighted-Average
    
    
    AggregateAwarded Shares
    
    
    Exercise Price Per
    
    
    IntrinsicOutstanding
    
    
    Share
    
    
    ValueBalance at January 1, 2009
    
    
    9,747,532
    
    
    $
    12.98
    
    
    $
    721Granted
    
    
    2,108,446
    
    
    $
    7.07Exercised
    
    
    (254,461
    )
    
    $
    7.27Forfeited
    
    
    (305,354
    )
    
    $
    13.82Expired
    
    
    (1,772,160
    )
    
    $
    14.94Balance at December 31, 2009
    
    
    9,524,003
    
    
    $
    11.44
    
    
    $
    28,252Options exercisable at December 31, 2009
    
    
    5,728,621
    
    
    $
    13.01
    
    
    $
    10,235
    :
 Options Outstanding
    
    Options ExercisableWeighted-
    
    Weighted-
    
    
    
    
    
    Weighted-Average
    
    Average
    
    
    
    
    
    AverageNumber
    
    Per Share
    
    Remaining
    
    Number
    
    Exercise PriceExercise Price Per Share
    
    Outstanding
    
    Exercise Price
    
    Contractual Life
    
    Exercisable
    
    Per Share$0.20 - $8.06
    
    
    2,051,063
    
    
    $
    6.01
    
    
    8.3 years
    
    
    307,388
    
    
    $
    5.23$8.07 - $8.82
    
    
    1,999,201
    
    
    $
    8.71
    
    
    5.6 years
    
    
    1,367,800
    
    
    $
    8.74$8.84 - $13.26
    
    
    1,914,111
    
    
    $
    11.28
    
    
    7.8 years
    
    
    983,360
    
    
    $
    11.86$13.41 - $16.64
    
    
    2,435,239
    
    
    $
    15.08
    
    
    4.6 years
    
    
    2,145,488
    
    
    $
    14.91$16.66 - $96.06
    
    
    1,124,389
    
    
    $
    18.56
    
    
    6.1 years
    
    
    924,585
    
    
    $
    18.739,524,003
    
    
    $
    11.44
    
    
    6.4 years
    
    
    5,728,621
    
    
    $
    13.01
  Awarded
    
    
    Weighted-AverageShares
    
    
    Grant Date FairOutstanding
    
    
    ValueNonvested balance at January 1, 2009
    
    
    1,241,830
    
    
    $
    12.04Granted
    
    
    921,965
    
    
    $
    7.21Vested
    
    
    (572,721
    )
    
    $
    10.62Forfeited
    
    
    (161,037
    )
    
    $
    12.06Nonvested balance at December 31, 2009
    
    
    1,430,037
    
    
    $
    9.26
  F-28




---



##### Table of Contents



16. Defined Contribution Plans
  17. Income Taxes
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Current:U.S
    
    $
    1,906
    
    
    $
    245
    
    
    $
    Foreign
    
    
    1,442
    
    
    
    1,571
    
    
    
    949Total current
    
    
    3,348
    
    
    
    1,816
    
    
    
    949Deferred:
    
    
    (19,171
    )
    
    
    
    
    
    
    Total income tax (benefit) expense
    
    $
    (15,823
    )
    
    $
    1,816
    
    
    $
    949
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007U.S. federal statutory tax rate
    
    
    35.0
    %
    
    
    (35.0
    )%
    
    
    (35.0
    )%Goodwill and intangible asset impairment
    
    
    
    
    
    
    29.6
    %
    
    
    Change in valuation allowance
    
    
    (39.5
    )%
    
    
    5.7
    %
    
    
    20.2
    %Change in valuation allowance  Chestnut
acquisition
    
    
    (72.8
    )%
    
    
    
    
    
    
    Alternative minimum tax
    
    
    3.9
    %
    
    
    
    
    
    
    Stock options
    
    
    1.5
    %
    
    
    0.9
    %
    
    
    State income taxes
    
    
    2.3
    %
    
    
    (0.4
    )%
    
    
    (0.1
    )%Research and development tax credits
    
    
    (3.8
    )%
    
    
    (0.3
    )%
    
    
    Meals and entertainment
    
    
    2.5
    %
    
    
    0.2
    %
    
    
    0.3
    %Foreign income taxes
    
    
    1.8
    %
    
    
    0.1
    %
    
    
    0.6
    %Acquired in-process research and development
    
    
    
    
    
    
    
    
    
    
    15.1
    %Contingent consideration
    
    
    6.6
    %
    
    
    
    
    
    
    Other, net
    
    
    1.7
    %
    
    
    (0.3
    )%
    
    
    (0.5
    )%Effective tax rate
    
    
    (60.8
    )%
    
    
    0.5
    %
    
    
    0.6
    %
 F-29




---



##### Table of Contents



December 31,2009
    
    
    2008Deferred Tax Assets:Net operating loss carryforwards
    
    $
    199,741
    
    
    $
    212,443Capitalized research & development costs
    
    
    30,226
    
    
    
    35,878Other reserves and accruals
    
    
    13,520
    
    
    
    11,576Stock options
    
    
    8,854
    
    
    
    6,453Tax credit carryforwards
    
    
    7,366
    
    
    
    5,439Inventories
    
    
    3,994
    
    
    
    4,677Unrealized losses on investments
    
    
    
    
    
    
    3,362Capital loss carryforward
    
    
    1,905
    
    
    
    Property and equipment
    
    
    6,161
    
    
    
    2,764Other
    
    
    484
    
    
    
    609Valuation allowance
    
    
    (190,253
    )
    
    
    (220,077
    )Total deferred tax assets
    
    $
    81,998
    
    
    $
    63,124Deferred Tax Liabilities:Intangible assets
    
    
    (92,358
    )
    
    
    (63,124
    )Net deferred tax liability
    
    $
    (10,360
    )
    
    $
    
    F-30




---



##### Table of Contents



Gross unrecognized tax benefits at December 31, 2007
    
    $
    9,430Increase for tax positions in prior years
    
    
    1,260Decrease for tax positions in prior years
    
    
    (334
    )Settlements
    
    
    (80
    )Increase for tax positions in current years
    
    
    415Gross unrecognized tax benefits at December 31, 2008
    
    $
    10,691Increase for tax positions in prior years
    
    
    67Purchase accounting
    
    
    225Increase for tax positions in current years
    
    
    208Gross unrecognized tax benefits at December 31, 2009
    
    $
    11,191
     CarryforwardU. S.
    
    
    Foreign
    
    
    Total
    
    
    Expiration Period$
    27,826
    
    
    $
    21,852
    
    
    $
    49,678
    
    
    2010 - 2019206,991
    
    
    
    
    
    
    
    206,991
    
    
    2020 - 2023250,002
    
    
    
    
    
    
    
    250,002
    
    
    2024 - 2029
    
    
    
    14,313
    
    
    
    14,313
    
    
    No expiration date$
    484,819
    
    
    $
    36,165
    
    
    $
    520,984
     F-31




---



##### Table of Contents



18. Commitments and Contingencies
 Operating Leases
   Years
ending December 31:2010
    
    $
    7,3162011
    
    
    5,0692012
    
    
    3,4792013
    
    
    2,9522014
    
    
    2,952Thereafter
    
    
    5,470$
    27,238
   Letters of Credit
  Royalties
  Contingent Consideration
  F-32




---



##### Table of Contents



Other Contingencies
      F-33




---



##### Table of Contents



19. Segment and Geographic Information
     For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Net salesNet product sales:Peripheral vascularPlaque excision
    
    $
    84,072
    
    
    $
    88,800
    
    
    $
    20,884Stents
    
    
    114,900
    
    
    
    107,146
    
    
    
    86,035Thrombectomy and embolic protection
    
    
    31,513
    
    
    
    27,779
    
    
    
    25,998Procedural support and other
    
    
    49,046
    
    
    
    46,204
    
    
    
    40,858Total peripheral vascular
    
    
    279,531
    
    
    
    269,929
    
    
    
    173,775NeurovascularEmbolic products
    
    
    103,081
    
    
    
    74,642
    
    
    
    56,003Neuro access and delivery products
and other
    
    
    66,460
    
    
    
    57,662
    
    
    
    48,448Total neurovascular
    
    
    169,541
    
    
    
    132,304
    
    
    
    104,451Total net product sales
    
    $
    449,072
    
    
    $
    402,233
    
    
    $
    278,226Research collaboration:
    
    
    
    
    
    
    19,895
    
    
    
    5,957Total net sales
    
    $
    449,072
    
    
    $
    422,128
    
    
    $
    284,183Gross profitPeripheral vascular
    
    $
    198,704
    
    
    $
    167,505
    
    
    $
    100,693Neurovascular
    
    
    129,755
    
    
    
    97,881
    
    
    
    77,654Research collaboration
    
    
    
    
    
    
    13,844
    
    
    
    4,892Total gross profit (1)
    
    $
    328,459
    
    
    $
    279,230
    
    
    $
    183,239Operating expense
    
    
    304,102
    
    
    
    611,319
    
    
    
    352,762Income (loss) from operations
    
    $
    24,357
    
    
    $
    (332,089
    )
    
    $
    (169,523
    )Total assetsPeripheral vascular
    
    $
    548,641
    
    
    $
    545,588Neurovascular
    
    
    347,648
    
    
    
    175,076Total
    
    $
    896,289
    
    
    $
    720,664
 
 (1)
    
    Gross profit for internal measurement purposes is defined as net sales less cost of
goods sold which excludes amortization of intangible assets. F-34




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##### Table of Contents



December 31,Geographic
Data
    
    2009
    
    
    2008
    
    
    2007Net SalesUnited States
    
    $
    270,961
    
    
    $
    275,433
    
    
    $
    177,198International
    
    
    178,111
    
    
    
    146,695
    
    
    
    106,985Total net sales
    
    $
    449,072
    
    
    $
    422,128
    
    
    $
    284,183Long-lived AssetsUnited States
    
    $
    27,823
    
    
    $
    29,603International
    
    
    1,336
    
    
    
    1,078Total long-lived assets
    
    $
    29,159
    
    
    $
    30,681
 20. Related Party Transactions
    F-35




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##### Table of Contents



21. Net Income (Loss) Per Common Share
   Year EndedDecember 31,2009
    
    2008
    
    2007Weighted average number of shares outstanding, basic
    
    
    107,997,738
    
    
    
    104,378,828
    
    
    
    69,909,708Incremental effect of stock options and awards
    
    
    1,000,790
    
    
    
    
    
    
    
    Weighted average number of shares outstanding, diluted
    
    
    108,998,528
    
    
    
    104,378,828
    
    
    
    69,909,708
   F-36




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##### Table of Contents



22. Quarterly Financial Data (Unaudited)
 Net Income(Loss)Income (Loss)
    
    
    
    
    
    Per Basic andfrom
    
    
    
    
    
    DilutedNet Sales
    
    Cost of Sales
    
    Operations
    
    Net Income (Loss)
    
    Share2009First Quarter
    
    $
    100,395
    
    
    $
    30,988
    
    
    $
    (3,647
    )
    (1)
    $
    (1,809
    )
    (1)
    $
    (0.02
    )Second Quarter
    
    
    109,086
    
    
    
    30,478
    
    
    
    5,327
    
    (2)
    
    23,989
    
    (2)
    
    0.23Third Quarter
    
    
    112,838
    
    
    
    28,608
    
    
    
    7,582
    
    
    
    6,736
    
    
    
    0.06Fourth Quarter
    
    
    126,753
    
    
    
    30,539
    
    
    
    15,095
    
    
    
    13,001
    
    
    
    0.122008First Quarter
    
    $
    101,257
    
    
    $
    33,618
    
    
    $
    (12,158
    )
    
    $
    (9,770
    )
    
    $
    (0.09
    )Second Quarter
    
    
    107,717
    
    
    
    36,189
    
    
    
    (26,862
    )
    (3)
    
    (27,422
    )
    (3)
    
    (0.26
    )Third Quarter
    
    
    107,029
    
    
    
    38,282
    
    
    
    (4,608
    )
    
    
    (7,310
    )
    
    
    (0.07
    )Fourth Quarter
    
    
    106,125
    
    
    
    34,809
    
    
    
    (288,461
    )
    (4)
    
    (291,120
    
    (4)
    
    (2.78
    )
 
 (1)
    
    During the first quarter of 2009, in light of the current economic environment and
continued downward pressures in the California real estate markets, we recorded a $3.4 million
adjustment to increase our liability related to our vacated leased FoxHollow facilities. For
additional discussion, see Note 5 above. During the first quarter of 2009, we also recorded a
gain of $4.1 million attributed to the divestiture of non-strategic investment assets. For
additional discussion, see Note 13 above.(2)
    
    As a result of the acquisition of Chestnut, we recorded a one-time non-cash tax benefit of
$19.0 million in the second quarter of 2009. For additional discussion, see Note 3 above.(3)
    
    During the second quarter of 2008, as a result of the termination of our research and
collaboration with Merck, we recorded an asset impairment charge of $10.5 million to write-off
the remaining carrying value of the related Merck intangible asset that was established at the
time of our acquisition of FoxHollow. For additional discussion, see Note 9 above.(4)
    
    During the fourth quarter of 2008, we recorded $288.8 million non-cash, asset impairment
charges in our peripheral vascular segment to reduce the carrying values of goodwill and other
intangible assets to their estimated fair values. For additional discussion, see Note 9
above. F-37




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##### Table of Contents



ev3 Inc.
 
 Schedule II
 Valuation and Qualifying Accounts
 Balance at
    
    Charged toBeginning of
    
    Revenue, Costs
    
    Other
    
    
    
    
    
    Balance atDescription
    
    Period
    
    or Expenses
    
    Additions
    
    Deductions
    
    End of PeriodReserves deducted from assets to
which it applies:Year ended December 31, 2009Reserve for deferred income tax asset
    
    $
    220,077
    
    
    $
    (29,275
    )
    
    $
    
    
    
    $
    (549
    )
    
    $
    190,253Accounts receivable allowances
    
    
    8,098
    
    
    
    (942
    )
    
    
    104
    
    
    
    
    
    
    
    7,260Reserve for inventory obsolescence
    
    
    10,337
    
    
    
    8,582
    
    
    
    25
    
    
    
    (7,970
    )
    
    
    10,974Year ended December 31, 2008Reserve for deferred income tax asset
    
    $
    199,040
    
    
    $
    19,418
    
    
    $
    1,619
    
    
    $
    
    
    
    $
    220,077Accounts receivable allowances
    
    
    6,783
    
    
    
    2,538
    
    
    
    
    
    
    
    (1,223
    )
    
    
    8,098Reserve for inventory obsolescence
    
    
    10,968
    
    
    
    9,235
    
    
    
    
    
    
    
    (9,866
    )
    
    
    10,337Year ended December 31, 2007Reserve for deferred income tax asset
    
    $
    191,960
    
    
    $
    34,273
    
    
    $
    
    
    
    $
    (27,193
    )(b)
    
    $
    199,040Accounts receivable allowances
    
    
    3,924
    
    
    
    2,024
    
    
    
    1,661
    (a)
    
    
    (826
    )
    
    
    6,783Reserve for inventory obsolescence
    
    
    4,725
    
    
    
    9,018
    
    
    
    1,513
    (a)
    
    
    (4,288
    )
    
    
    10,968
 
 (a)
    
    Other additions primarily related to acquisitions.(b)
    
    Other deductions primarily related to acquisitions. F-38




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##### Table of Contents



ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Managements Report on Internal Control Over Financial Reporting
   Change in Internal Control Over Financial Reporting
  
 ITEM 9B.
    
    OTHER INFORMATION
  91




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PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors
  Executive Officers
  Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  Changes to Nomination Procedures
  Audit Committee Matters
  92




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ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 Securities Authorized for Issuance Under Equity Compensation Plans
  (c)Number of SecuritiesRemaining Available for(a)
    
    
    (b)
    
    
    Future Issuance UnderNumber of Securities to
    
    
    Weighted-Average
    
    
    Equity Compensationbe Issued Upon Exercise
    
    
    Exercise Price of
    
    
    Plansof Outstanding Options,
    
    
    Outstanding Options,
    
    
    (excluding securitiesPlan Category
    
    Warrants and Rights
    
    
    Warrants and Rights
    
    
    reflected in column (a))Equity compensation plans
approved by security holders
    
    
    8,839,309
    (1)(2)(5)(6)
    
    $
    9.60
    (3)
    
    
    3,010,110
    (4)Equity compensation plans not
approved by security holders
    
    
    754,000
    (7)
    
    
    8.64
    
    
    
    0Total
    
    
    9,593,309
    
    
    $
    9.53
    
    
    
    3,010,110
 
 (1)
    
    Amount includes shares of our common stock issuable upon the exercise of stock options
outstanding as of December 31, 2009 under the ev3 Inc. Second Amended and Restated 2005
Incentive Stock Plan and the ev3 LLC Amended and Restated 2003 Incentive Plan and shares of
our common stock issuable upon the vesting of restricted stock units outstanding as of
December 31, 2009 under the ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan.(2)
    
    Excludes employee stock purchase rights under the ev3 Inc. Employee Stock Purchase Plan.
Under such plan, each eligible employee may purchase up to 2,500 shares of our common stock at
semi-annual intervals on June 30th and December 31st each year at a purchase price per share
equal to 85% of the lower of (i) the closing sales price per share of our common stock on the
first day of the offering period or (ii) the closing sales price per share of our common stock
on the last day of the offering period.(3)
    
    Included in the weighted-average exercise price calculation are 1,429,795 restricted stock
units with an exercise price of $0.00. The weighted-average exercise price of all outstanding
stock options as of December 31, 2009 and reflected in column (a) was $11.19.(4)
    
    Amount includes 2,009,924 shares remaining available at December 31, 2009 for future issuance
under the ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan and 1,000,186 shares
remaining available at December 31, 2009 for future issuance under the ev3 Inc. Employee Stock
Purchase Plan, of which 1,000,000 shares remaining available under the ev3 Inc. Employee Stock
Purchase Plan are subject to approval by ev3s stockholders at the next annual meeting of
stockholders. No shares remain available for grant under the ev3 LLC Amended and Restated
2003 Incentive Plan since such plan was terminated with respect to future grants in June 2005.(5)
    
    Excludes options assumed by us in connection with our acquisitions of Micro Therapeutics,
Inc. and FoxHollow Technologies, Inc. As of December 31, 2009, a total of 1,360,489 shares of
our common stock were issuable upon exercise of the assumed options. The weighted average
exercise price of the outstanding assumed options as of such date was $12.86 per share and
they have an average weighted life remaining of 5.18 years. All of the 520,087 options
outstanding in connection with our acquisition of Micro Therapeutics, Inc. were exercisable as
of December 31, 2009. 798,618 of the 840,644 options assumed and outstanding in connection
with our acquisition of FoxHollow Technologies, Inc. were exercisable as of December 31, 2009.
No additional options, restricted stock units or other 93




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##### Table of Contents



equity incentive awards may be granted
under the assumed Micro Therapeutics, Inc. and FoxHollow Technologies, Inc. plans.(6)
    
    Excludes shares issuable upon the vesting of restricted stock units assumed by us in
connection with our acquisition of FoxHollow Technologies, Inc. As of December 31, 2009, a
total of 242 shares of our common stock were issuable upon the vesting of the assumed
restricted stock units.(7)
    
    Consists of a non-plan option to purchase 754,000 shares of our common stock granted outside
of the terms of our existing stockholder-approved equity incentive plans to Robert J.
Palmisano, our President and Chief Executive Officer, as an inducement grant in April 2008
pursuant to an exemption from NASDAQs shareholder approval requirements under former NASDAQ
Marketplace Rule Section 4350(i)(1)(A)(iv). Stock Ownership
  
 ITEM 13.  CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
  94




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##### Table of Contents



PART IV
 
 ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
     1.
    
    ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan (incorporated by
reference to Exhibit 10.1 to ev3s Current Report on Form 8-K as filed with the Securities
and Exchange Commission on May 17, 2007 (File No. 000-51348)).2.
    
    Form of Option Certificate under the ev3 Inc. Second Amended and Restated 2005
Incentive Stock Plan (incorporated by reference to Exhibit 10.5 to ev3s Quarterly Report
on Form 10-Q for the fiscal quarter ended September 28, 2008 (File No. 000-51348)).3.
    
    Form of Restricted Stock Grant Certificate under the ev3 Inc. Second Amended and
Restated 2005 Incentive Stock Plan (incorporated by reference to Exhibit 10.6 to ev3s
Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2008 (File No.
000-51348)).4.
    
    Form of Stock Grant Certificate applicable to French Participants under the ev3 Inc.
Amended and Restated 2005 Incentive Stock Plan (incorporated by reference to Exhibit 10.7
to ev3s Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2008
(File No. 000-51348)).5.
    
    ev3 LLC Amended and Restated 2003 Incentive Plan, as amended (incorporated by
reference to Exhibit 10.2 to ev3s Quarterly Report on Form 10-Q for the fiscal quarter
ended July 2, 2006 (File No. 000-51348)).6.
    
    Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended (incorporated by
reference to Exhibit 10.7.1 to Micro Therapeutics, Inc.s Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2002 (File No. 000-06523)).7.
    
    FoxHollow Technologies, Inc. 2004 Equity Incentive Plan (incorporated by reference to
Exhibit 10.3 to FoxHollows Amendment No. 2 to Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on October 13, 2004 (Registration No.
333-118191)).8.
    
    ev3 Inc. Employee Stock Purchase Plan (As Amended and Restated and Subject to
Stockholder Approval) (incorporated by reference to Exhibit 10.1 to ev3s Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on December 15,
2009 (File No. 333-163742)).9.
    
    ev3 Inc. Employee Performance Incentive Compensation Plan Effective January 1, 2010
(filed herewith).10.
    
    Form of Indemnification Agreement between ev3 Inc. and each of its directors and
officers (incorporated by reference to Exhibit 10.11 to ev3s Annual Report on Form 10-K
for the fiscal year ended December 31, 2008 (File No. 000-51348)).
 95




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##### Table of Contents



11.
    
    Form of Change in Control Agreement among ev3 Inc., ev3 Endovascular, Inc., Micro
Therapeutics, Inc. or FoxHollow Technologies, Inc. and each executive officer of ev3 Inc.
(incorporated by reference to Exhibit 10.12 to ev3s Annual Report on Form 10-K for the
fiscal year ended December 31, 2008 (File No. 000-51348)).12.
    
    Employment and Change in Control Agreement dated as of April 6, 2008 between ev3 Inc.
and Robert J. Palmisano (incorporated by reference to Exhibit 10.1 to ev3s Current Report
on Form 8-K as filed with the Securities and Exchange Commission on April 7, 2008 (File
No. 000-51348)).13.
    
    Confidentiality, Non-Competition and Non-Solicitation Agreement dated as of April 6,
2008 between ev3 Inc. and Robert J. Palmisano (incorporated by reference to Exhibit 10.2
to ev3s Current Report on Form 8-K as filed with the Securities and Exchange Commission
on April 7, 2008 (File No. 000-51348)).14.
    
    Robert J. Palmisano Inducement Grant Option Agreement (incorporated by reference to
Exhibit 10.4 to ev3s Current Report on Form 8-K as filed with the Securities and Exchange
Commission on April 7, 2008 (File No. 000-51348)).15.
    
    Offer Letter dated January 5, 2009 between ev3 Inc. and Shawn McCormick (incorporated
by reference to Exhibit 10.1 to ev3s Current Report on Form 8-K as filed with the
Securities and Exchange Commission on January 9, 2009 (File No. 000-51348)).16.
    
    Employment Agreement effective as of January 19, 2009 between ev3 Endovascular, Inc.
and Shawn McCormick (incorporated by reference to Exhibit 10.2 to ev3s Current Report on
Form 8-K as filed with the Securities and Exchange Commission on January 9, 2009 (File No.
000-51348)).17.
    
    Separation Agreement and Release of Claims effective as of January 19, 2009 between
ev3 Endovascular, Inc. and Patrick D. Spangler (incorporated by reference to Exhibit 10.5
to ev3s Current Report on Form 8-K as filed with the Securities and Exchange Commission
on January 9, 2009 (File No. 000-51348)).18.
    
    Consulting Agreement effective as of January 20, 2009 between ev3 Endovascular, Inc.
and Patrick D. Spangler (incorporated by reference to Exhibit 10.6 to ev3s Current Report
on Form 8-K as filed with the Securities and Exchange Commission on January 9, 2009 (File
No. 000-51348)).19.
    
    Employment Agreement, dated as of September 17, 2009, between ev3 Europe SAS and
Pascal E.R. Girin (incorporated by reference to Exhibit 10.1 to ev3s Quarterly Report on
Form 10-Q for the fiscal quarter ended October 4, 2009 (File No. 000 51348)).20.
    
    Offer Letter effective December 5, 2008 between ev3 Endovascular, Inc. and Stacy
Enxing Seng (incorporated by reference to Exhibit 10.27 to ev3s
Annual Report on Form 10-K for the
fiscal year ended December 31, 2008 (File No. 000-51348)).21.
    
    Letter Agreement Regarding Foreign Assignment dated January 20, 2010 between ev3 Inc.
and Brett Wall (filed herewith).
 96




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##### Table of Contents



SIGNATURES
  Dated: February 25, 2010
    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
(principal financial and accounting officer)  Name and Signature
    
    Title
    
    Date/s/ Robert J. Palmisano

Robert J. Palmisano
    
    President and Chief
Executive Officer
    
    February 25, 2010/s/ Daniel J. Levangie

Daniel J. Levangie
    
    Chairman of the Board
    
    February 25, 2010/s/ John K. Bakewell

John K. Bakewell
    
    Director
    
    February 25, 2010/s/ Jeffrey B. Child

Jeffrey B. Child
    
    Director
    
    February 25, 2010/s/ Richard B. Emmitt

Richard B. Emmitt
    
    Director
    
    February 25, 2010/s/ Douglas W. Kohrs

Douglas W. Kohrs
    
    Director
    
    February 25, 2010/s/ John L. Miclot

John L. Miclot
    
    Director
    
    February 25, 2010/s/ Thomas E. Timbie

Thomas E. Timbie
    
    Director
    
    February 25, 2010/s/ Elizabeth H. Weatherman

Elizabeth H. Weatherman
    
    Director
    
    February 25, 2010
 97




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##### Table of Contents



ev3 INC.
 EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2009
 Exhibit No.
    
    Exhibit
    
    Method of Filing2.1
    
    Agreement and Plan of Merger, dated as
of April 4, 2005, by and between ev3
LLC and ev3 Inc.
    
    Incorporated by
reference to
Exhibit 2.1 to
ev3s Registration
Statement on Form
S-1 filed with the
Securities and
Exchange Commission
on April 5, 2005
(File No.
333-123851)2.2
    
    Contribution and Exchange Agreement,
dated as of April 4, 2005, by and
among the institutional stockholders
listed on Schedule I thereto, ev3 LLC,
ev3 Inc. and Micro Therapeutics, Inc.
    
    Incorporated by
reference to
Exhibit 2.2 to
ev3s Registration
Statement on Form
S-1 filed with the
Securities and
Exchange Commission
on April 5, 2005
(File No.
333-123851)2.3
    
    Note Contribution and Exchange
Agreement, dated as of April 4, 2005,
by and among the noteholders listed on
Schedule I thereto and ev3 Inc.
    
    Incorporated by
reference to
Exhibit 2.3 to
ev3s Registration
Statement on Form
S-1 filed with the
Securities and
Exchange Commission
on April 5, 2005
(File No.
333-123851)2.4
    
    Agreement and Plan of Merger, dated as
of July 15, 2002, by and among
Microvena Corporation, Appriva
Acquisition Corp. and Appriva Medical,
Inc.
    
    Incorporated by
reference to
Exhibit 2.4 to
ev3s Registration
Statement on Form
S-1 filed with the
Securities and
Exchange Commission
on April 5, 2005
(File No.
333-123851)2.5
    
    Agreement and Plan of Merger, dated
November 14, 2005, by and between ev3
Inc., Micro Investment, LLC and Micro
Therapeutics, Inc.
    
    Incorporated by
reference to
Exhibit 2.1 to
ev3s Current
Report on Form 8-K
filed with the
Securities and
Exchange Commission
on November 14,
2005 (File No.
000-51348)2.6
    
    Agreement and Plan of Merger dated as
of July 21, 2007 by and among ev3
Inc., Foreigner Merger Sub, Inc. and
FoxHollow Technologies, Inc.(1)
    
    Incorporated by
reference to
Exhibit 2.1 to
ev3s Current
Report on Form 8-K
filed with the
Securities and
Exchange Commission
on July 23, 2007
(File No.
000-51348)2.7
    
    Agreement and Plan of Merger, dated as
of August 26, 2006, by and between
FoxHollow Technologies, Inc. and
Kerberos Proximal Solutions, Inc.
    
    Incorporated by
reference to
Exhibit 2.1 to
FoxHollows Current
Report on Form 8-K
filed with the
Securities and
Exchange Commission
on August 28, 2006
(File No.
000-50998)2.8
    
    Agreement and Plan of Merger, dated as
of June 2, 2009, by and among ev3
Inc., Starsky Merger Sub, Inc.,
Starsky Acquisition Sub, Inc.,
Chestnut Medical Technologies, Inc.
and CMT SR, Inc. (1)
    
    Incorporated by
reference to
Exhibit 2.1 to
ev3s Current
Report on Form 8-K
filed with the
Securities and
Exchange Commission
on June 3, 2009
(File No.
000-51348)3.1
    
    Amended and Restated Certificate of
Incorporation of ev3 Inc.
    
    Incorporated by
reference to
Exhibit 3.1 to
ev3s Amendment No.
5 to Registration
Statement on Form
S-1 filed with the
Securities and
Exchange Commission
on June 14, 2005
(File No.
333-123851)3.2
    
    Amendment to Amended and Restated
Certificate of Incorporation of ev3
Inc.
    
    Incorporated by
reference to
Exhibit 99.1 to
ev3s Current
Report on Form 8-K
filed with the
Securities and
Exchange Commission
on June 27, 2005
(File No.
000-51348)
 98




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Method of Filing3.3
    
    Amendment to Amended and Restated
Certificate of Incorporation of ev3
Inc.
    
    Incorporated by
reference to
Exhibit 3.1 to
ev3s Current
Report on Form 8-K
filed with the
Securities and
Exchange Commission
on July 23, 2007
(File No.
000-51348)3.4
    
    Amended and Restated Bylaws of ev3 Inc.
    
    Incorporated by
reference to
Exhibit 3.1 to
ev3s Current
Report on Form 8-K
filed with the
Securities and
Exchange Commission
on December 3, 2008
(File No.
000-51348)4.1
    
    Form of Stock Certificate
    
    Incorporated by
reference to
Exhibit 4.1 to
ev3s Amendment No.
4 to Registration
Statement on Form
S-1 filed with the
Securities and
Exchange Commission
on June 2, 2005
(File No.
333-123851)4.2
    
    Holders Agreement dated as of August
29, 2003 among the institutional
investors listed on Schedule I
thereto, Dale A. Spencer, Paul
Buckman, the individuals whose names
and addresses appear from time to time
on Schedule II thereto, the
individuals whose names and addresses
appear from time to time on Schedule
III thereto and ev3 LLC
    
    Incorporated by
reference to
Exhibit 4.2 to
ev3s Registration
Statement on Form
S-1 filed with the
Securities and
Exchange Commission
on April 5, 2005
(File No.
333-123851)4.3
    
    Operating Agreement of ev3 LLC dated
as of August 29, 2003 by and among ev3
LLC, Warburg, Pincus Equity Partners,
L.P., Warburg, Pincus Netherlands
Equity Partners I, C.V., Warburg,
Pincus Netherlands Equity Partners II,
C.V., Warburg, Pincus Netherlands
Equity Partners III, C.V., Vertical
Fund I, L.P., Vertical Fund II, L.P.
and certain other persons party
thereto
    
    Incorporated by
reference to
Exhibit 4.3 to
ev3s Registration
Statement on Form
S-1 filed with the
Securities and
Exchange Commission
on April 5, 2005
(File No.
333-123851)4.4
    
    Amendment No. 1 to Operating Agreement
of ev3 LLC dated as of March 1, 2005
by and among ev3 LLC, Warburg, Pincus
Equity Partners, L.P., Warburg, Pincus
Netherlands Equity Partners I, C.V.,
Warburg, Pincus Netherlands Equity
Partners II, C.V., Warburg, Pincus
Netherlands Equity Partners III, C.V.,
Vertical Fund I, L.P., Vertical Fund
II, L.P. and certain other persons
party thereto
    
    Incorporated by
reference to
Exhibit 4.4 to
ev3s Registration
Statement on Form
S-1 filed with the
Securities and
Exchange Commission
on April 5, 2005
(File No.
333-123851)4.5
    
    Registration Rights Agreement dated as
of June 21, 2005 by and among ev3
Inc., Warburg, Pincus Equity Partners,
L.P., Warburg, Pincus Netherlands
Equity Partners I, C.V., Warburg,
Pincus Netherlands Equity Partners II,
C.V., Warburg, Pincus Netherlands
Equity Partners III, C.V., Vertical
Fund I, L.P., Vertical Fund II, L.P.
and certain other investors party
thereto
    
    Incorporated by
reference to
Exhibit 4.2 to
ev3s Quarterly
Report on Form 10-Q
for the fiscal
quarter ended July
3, 2005 (File No.
000-51348)
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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Method of Filing10.1
    
    ev3 Inc. Second Amended and Restated
2005 Incentive Stock Plan
    
    Incorporated by
reference to
Exhibit 10.1 to
ev3s Current
Report on Form 8-K
as filed with the
Securities and
Exchange Commission
on May 17, 2007
(File No.
000-51348)10.2
    
    Form of Option Certificate under the
ev3 Inc. Second Amended and Restated
2005 Incentive Stock Plan
    
    Incorporated by
reference to
Exhibit 10.5 to
ev3s Quarterly
Report on Form 10-Q
for the fiscal
quarter ended
September 28, 2008
(File No.
000-51348)10.3
    
    Form of Restricted Stock Grant
Certificate under the ev3 Inc. Second
Amended and Restated 2005 Incentive
Stock Plan
    
    Incorporated by
reference to
Exhibit 10.6 to
ev3s Quarterly
Report on Form 10-Q
for the fiscal
quarter ended
September 28, 2008
(File No.
000-51348)10.4
    
    Form of Stock Grant Certificate
applicable to French Participants
under the ev3 Inc. Amended and
Restated 2005 Incentive Stock Plan
    
    Incorporated by
reference to
Exhibit 10.7 to
ev3s Quarterly
Report on Form 10-Q
for the fiscal
quarter ended
September 28, 2008
(File No.
000-51348)10.5
    
    ev3 LLC Amended and Restated 2003
Incentive Plan, as amended
    
    Incorporated by
reference to
Exhibit 10.2 to
ev3s Quarterly
Report on Form 10-Q
for the fiscal
quarter ended July
2, 2006 (File No.
000-51348)10.6
    
    Micro Therapeutics, Inc. 1996 Stock
Incentive Plan, as amended
    
    Incorporated by
reference to
Exhibit 10.7.1 to
Micro Therapeutics,
Inc.s Annual
Report on Form
10-KSB for the
fiscal year ended
December 31, 2002
(File No.
000-06523)10.7
    
    FoxHollow Technologies, Inc. 2004
Equity Incentive Plan
    
    Incorporated by
reference to
Exhibit 10.3 to
FoxHollow
Technologies,
Inc.s Amendment
No. 2 to
Registration
Statement on Form
S-1 filed with the
Securities and
Exchange Commission
on October 13, 2004
(Registration No.
333-118191)10.8
    
    ev3 Inc. Employee Stock Purchase Plan
(As Amended and Restated and Subject
to Stockholder Approval)
    
    Incorporated by
reference to
Exhibit 10.1 to
ev3s Registration
Statement on Form
S-8 filed with the
Securities and
Exchange Commission
on December 15,
2009 (File No.
333-163742)10.9
    
    ev3 Inc. Employee Performance
Incentive Compensation Plan Effective
January 1, 2010
    
    Filed herewith10.10
    
    Form of Indemnification Agreement
between ev3 Inc. and each of its
directors and officers
    
    Incorporated by
reference to
Exhibit 10.11 to
ev3s Annual Report
on Form 10-K for
the fiscal year
ended December 31,
2008 (File No. 000
51348)10.11
    
    Form of Change in Control Agreement
among ev3 Inc., ev3 Endovascular,
Inc., Micro Therapeutics, Inc. or
FoxHollow Technologies, Inc. and each
of executive officer of ev3 Inc.
    
    Incorporated by
reference to
Exhibit 10.12 to
ev3s Annual Report
on Form 10-K for
the fiscal year
ended December 31,
2008 (File No.
000-51348)10.12
    
    Employment and Change in Control
Agreement dated as of April 6, 2008
between ev3 Inc. and Robert J.
Palmisano
    
    Incorporated by
reference to
Exhibit 10.1 to
ev3s Current
Report on Form 8-K
as filed with the
Securities and
Exchange Commission
on April 7, 2008
(File No.
000-51348)
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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Method of Filing10.13
    
    Confidentiality, Non-Competition and
Non-Solicitation Agreement dated as of
April 6, 2008 between ev3 Inc. and
Robert J. Palmisano
    
    Incorporated by
reference to
Exhibit 10.2 to
ev3s Current
Report on Form 8-K
as filed with the
Securities and
Exchange Commission
on April 7, 2008
(File No.
000-51348)10.14
    
    Robert J. Palmisano Inducement Grant
Option Agreement
    
    Incorporated by
reference to
Exhibit 10.4 to
ev3s Current
Report on Form 8-K
as filed with the
Securities and
Exchange Commission
on April 7, 2008
(File No.
000-51348)10.15
    
    Offer Letter dated January 5, 2009
between ev3 Inc. and Shawn McCormick
    
    Incorporated by
reference to
Exhibit 10.1 to
ev3s Current
Report on Form 8-K
as filed with the
Securities and
Exchange Commission
on January 9, 2009
(File No.
000-51348)10.16
    
    Employment Agreement effective as of
January 19, 2009 between ev3
Endovascular, Inc. and Shawn McCormick
    
    Incorporated by
reference to
Exhibit 10.2 to
ev3s Current
Report on Form 8-K
as filed with the
Securities and
Exchange Commission
on January 9, 2009
(File No.
000-51348)10.17
    
    Separation Agreement and Release of
Claims effective as of January 19,
2009 between ev3 Endovascular, Inc.
and Patrick D. Spangler
    
    Incorporated by
reference to
Exhibit 10.5 to
ev3s Current
Report on Form 8-K
as filed with the
Securities and
Exchange Commission
on January 9, 2009
(File No.
000-51348)10.18
    
    Consulting Agreement effective as of
January 20, 2009 between ev3
Endovascular, Inc. and Patrick D.
Spangler
    
    Incorporated by
reference to
Exhibit 10.6 to
ev3s Current
Report on Form 8-K
as filed with the
Securities and
Exchange Commission
on January 9, 2009
(File No.
000-51348)10.19
    
    Employment Agreement, dated as of
September 17, 2009, between ev3 Europe
SAS and Pascal E.R. Girin
    
    Incorporated by
reference to
Exhibit 10.1 to
ev3s Quarterly
Report on Form 10-Q
for the fiscal
quarter ended
October 4, 2009
(File No.
000-51348)10.20
    
    Offer Letter effective as of December
5, 2008 between ev3 Endovascular, Inc.
and Stacy Enxing Seng
    
    Incorporated by
reference to
Exhibit 10.27 to
ev3s Annual Report
on Form 10-K for
the fiscal year
ended December 31,
2008 (File No.
000-51348)10.21
    
    Letter Agreement Regarding Foreign
Assignment dated January 20, 2010
between ev3 Inc. and Brett Wall
    
    Filed herewith10.22
    
    Form of Subscription Agreement between
ev3 Endovascular, Inc. (formerly known
as ev3 Inc.) and Warburg, Pincus
Equity Partners, L.P., Warburg, Pincus
Netherlands Equity Partners I, C.V.,
Warburg, Pincus Netherlands Equity
Partners II, C.V., Warburg, Pincus
Netherlands Equity Partners III, C.V.,
Vertical Fund I, L.P., Vertical Fund
II, L.P.
    
    Incorporated by
reference to
Exhibit 10.33 to
ev3s Registration
Statement on Form
S-1 filed with the
Securities and
Exchange Commission
on April 5, 2005
(File No.
333-123851)10.23
    
    Loan and Security Agreement dated as
of June 28, 2006 among Silicon Valley
Bank, ev3 Endovascular, Inc., ev3
International, Inc. and Micro
Therapeutics, Inc.
    
    Incorporated by
reference to
Exhibit 10.8 to
ev3s Quarterly
Report on Form 10-Q
for the fiscal
quarter ended July
2, 2006 (File No.
000-51348)
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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Method of Filing10.24
    
    First Amendment to Loan and Security
Agreement dated March 15, 2007 between
Silicon Valley Bank and ev3
Endovascular, Inc., ev3 International,
Inc. and Micro Therapeutics, Inc.
    
    Incorporated by
reference to
Exhibit 10.1 to
ev3s Current
Report on Form 8-K
as filed with the
Securities and
Exchange Commission
on March 21, 2007
(File No.
000-51348)10.25
    
    Consent and Second Amendment to Loan
and Security Agreement dated October
4, 2007 between Silicon Valley Bank
and ev3 Endovascular, Inc., ev3
International, Inc. and Micro
Therapeutics, Inc.
    
    Incorporated by
reference to
Exhibit 10.38 to
ev3s Annual Report
on Form 10-K for
the fiscal year
ended December 31,
2007 (File No.
000-51348)10.26
    
    Third Amendment to Loan and Security
Agreement dated November 2, 2007
between Silicon Valley Bank and ev3
Endovascular, Inc., ev3 International,
Inc. and Micro Therapeutics, Inc.
    
    Incorporated by
reference to
Exhibit 10.39 to
ev3s Annual Report
on Form 10-K for
the fiscal year
ended December 31,
2007 (File No.
000-51348)10.27
    
    Assumption Agreement and Fourth
Amendment to Loan and Security
Agreement dated December 14, 2007
between Silicon Valley Bank and ev3
Endovascular, Inc., ev3 International,
Inc., Micro Therapeutics, Inc., and
FoxHollow Technologies, Inc.
    
    Incorporated by
reference to
Exhibit 10.40 to
ev3s Annual Report
on Form 10-K for
the fiscal year
ended December 31,
2007 (File No.
000-51348)10.28
    
    Fifth Amendment to Loan and Security
Agreement dated June 24, 2008 between
Silicon Valley Bank and ev3
Endovascular, Inc., ev3 International,
Inc., Micro Therapeutics, Inc. and
FoxHollow Technologies, Inc.
    
    Incorporated by
reference to
Exhibit 10.1 to
ev3s Current
Report on Form 8-K
as filed with the
Securities and
Exchange Commission
on June 25, 2008
(File No.
000-51348)10.29
    
    Sixth Amendment to Loan and Security
Agreement dated December 22, 2008
between Silicon Valley Bank and ev3
Endovascular, Inc., ev3 International,
Inc. , Micro Therapeutics, Inc. and
FoxHollow Technologies, Inc.
    
    Incorporated by
reference to
Exhibit 10.1 to
ev3s Current
Report on Form 8-K
as filed with the
Securities and
Exchange Commission
on December 24,
2008 (File No.
000-51348)10.30
    
    Consent Regarding Loan and Security
Agreement, dated June 19, 2009,
between Silicon Valley Bank and ev3
Endovascular, Inc., ev3 International,
Inc. , Micro Therapeutics, Inc. and
FoxHollow Technologies, Inc.
    
    Incorporated by
reference to
Exhibit 10.2 to
ev3s Quarterly
Report on Form 10-Q
for the fiscal
quarter ended July
5, 2009 (File No.
000- 51348)10.31
    
    Lease Agreement dated May 3, 2002 by
and between Liberty Property Limited
Partnership and ev3 Endovascular, Inc.
(formerly known as ev3 Inc.)
    
    Incorporated by
reference to
Exhibit 10.1 to
ev3s Registration
Statement on Form
S-1 filed with the
Securities and
Exchange Commission
on April 5, 2005
(File No.
333-123851)10.32
    
    First Amendment to the May 3, 2002
Lease Agreement between Liberty
Property Limited Partnership and ev3
Endovascular, Inc. (formerly known as
ev3 Inc.) effective as of October 17,
2005
    
    Incorporated by
reference to
Exhibit 10.2 to
ev3s Annual Report
on Form 10-K for
the fiscal year
ended December 31,
2006 (File No.
000-51348)
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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Method of Filing10.33
    
    Second Amendment to the May 3, 2002
Lease Agreement between Liberty
Property Limited Partnership and ev3
Endovascular, Inc. (formerly known as
ev3 Inc.) effective as of October 1,
2005
    
    Incorporated by
reference to
Exhibit 10.3 to
ev3s Annual Report
on Form 10-K for
the fiscal year
ended December 31,
2006 (File No.
000-51348)10.34
    
    Lease dated October 13, 2005 by and
between Micro Therapeutics, Inc. and
The Irvine Company
    
    Incorporated by
reference to
Exhibit 10.53 to
Micro Therapeutics,
Inc.s Current
Report on Form 8-K
filed with the
Securities and
Exchange Commission
on October 18, 2005
(File No.
000-06523)10.35
    
    Office Lease for Atria Corporate
Center, dated April 2, 2009, by and
between Talcott III Atria, LLC and ev3
Inc.
    
    Incorporated by
reference to
Exhibit 10.1 to
ev3s Current
Report on Form 8-K
as filed with the
Securities and
Exchange Commission
on April 2, 2009
(File No. 000
51348)10.36
    
    Corporate Opportunity Agreement dated
as of April 4, 2005 by and between the
institutional stockholders listed on
Schedule I thereto and ev3 Inc.
    
    Incorporated by
reference to
Exhibit 10.32 to
ev3s Registration
Statement on Form
S-1 filed with the
Securities and
Exchange Commission
on April 5, 2005
(File No.
333-123851)21.1
    
    Subsidiaries of ev3 Inc.
    
    Filed herewith23.1
    
    Consent of Ernst & Young LLP
    
    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
 
 (1)
    
    All exhibits and schedules to the Agreement and Plan of Merger have been omitted pursuant
to Item 601(b)(2) of Regulation S-K. ev3 will furnish the omitted exhibits and schedules to
the Securities and Exchange Commission upon request by the Commission. 103