2014 Annual Meeting of Stockholders Dan Moore, President & Chief Executive Officer September 18, 2014 Safe Harbor Statement This presentation includes forward‐looking statements. Forward‐looking statements may be identified by the use of forward‐looking terminology, including “may,” “believe,” “will,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” and “forecast,” or other similar words. Statements in this presentation are based on information presently available to us and assumptions that we believe to be reasonable. Investors are cautioned that all such statements involve risks and uncertainties. Forward‐looking statements in this presentation include statements concerning: • Building stockholder value; • Achieving consistent sales and profitability targets and growth worldwide; • Achieving clinical, regulatory, product development and market development projects and goals; • Evaluating and advancing other medical device and neuroscience opportunities; • Completing the previously announced stock repurchase program; and • Fiscal guidance for fiscal year 2015. Our actual results may differ materially. For a detailed discussion of the factors that may cause our actual results to differ, please refer to our most recent filings with the SEC, including our Annual Report on Form 10‐K for the fiscal year ended April 25, 2014. 2 Highlights FY2014 and FY2015 Q1 Overview — Sales — Financials TOPICS Strategic Focus Update FY2015 Guidance 3 Highlight: Building Stockholder Value COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Cyberonics, Inc., the S&P 500 Index, and the S&P Health Care Equipment Index $500 $450 $400 $350 $300 $250 $200 $150 $100 $50 $0 4/24/09 4/30/10 Cyberonics, Inc. 4/29/11 4/27/12 S&P 500 4/26/13 4/25/14 S&P Health Care Equipment *$100 invested on 4/24/09 in stock or 4/30/09 in index, including reinvestment of dividends. Indexes calculated on month-end basis. Copyright© 2014 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved. 4 Highlight: Building Shareholder Value $310 $285 $260 $235 $ in Millios $210 $185 $160 $135 $110 $85 $60 $35 $10 ($15) FY08 FY09 Net Sales FY10 FY11 Income from Operations FY12 FY13 Loss from Operations Adjusted non-GAAP income from operations for FY12 and FY14 5 FY14 FY2014 Annual Highlights • Strong and consistent growth Net Sales $282 million U.S. Epilepsy sales $224 million International Epilepsy sales $55 million Adjusted Operating Income $87 million Adjusted EBITDA $104 million Adjusted Earnings per diluted share $2.04 11% 8% 25% * 12% ** 10% ** 17% ** * On a constant currency basis, international epilepsy sales revenue increased by 23% ** The company refers and makes comparisons to non-GAAP financial measures in this presentation: adjusted operating income, adjusted EBITDA and adjusted earnings per diluted share. Investors should consider non-GAAP measures in addition to, and not as a substitute for or superior to, financial performance measures prepared in accordance with GAAP. Please refer to the attached reconciliation between GAAP and non-GAAP measures for operating income, adjusted EBITDA, and adjusted earnings per share included in this presentation and in our earnings release dated June 4, 2014. 6 FY2015 Q1 Highlights • Continued growth and leverage Net Product Sales $72 million U.S. $59 million International $13 million Operating Income $22 million Adjusted EBITDA $27 million Adjusted Income per diluted share • • • $0.53 7% 4% 19% 12% * 12% * 18% * Regulatory submission of ProGuardianREST™ System for FDA approval Vitaria™ generator clinical module submitted (chronic heart failure) First regulatory approvals for the new manufacturing facility in Costa Rica * The company refers and makes comparisons to non-GAAP financial measures in this presentation: adjusted income from operations, adjusted EBITDA, adjusted net income and adjusted income per diluted share. Investors should consider non-GAAP measures in addition to, and not as a substitute for or superior to, financial performance measures prepared in accordance with GAAP. Please refer to the reconciliation between GAAP and non-GAAP measures for adjusted income from operations, adjusted EBITDA, adjusted net income and adjusted Income per diluted share included in our earnings release dated August 21, 2014. 7 Sales 8 FY2014 and FY2015 Q1 Net Sales • Strong international growth FY 2014 Q1 U.S. International Net Product Sales Net Sales Total Q3 Q4 56,358 57,882 53,020 58,194 11,047 12,219 13,071 14,009 $67,404 $70,101 $66,091 $72,203 Single Country Order Licensing Total Q2 2,100 FY 2015 % Change Q1 Q1 FY15 vs. Q1 FY14 58,838 13,166 $72,004 4.4% 19.2% * 6.8% $72,004 6.8% $72,004 4.5% 2,646 $67,404 $70,101 $68,191 $74,849 1,468 $68,872 $70,101 $68,191 $74,849 *On a constant currency basis, international sales revenue grew by 14.5% - Numbers in $000s - Represents revenue from sales of generators, leads, and other related devices 9 Continued Worldwide Net Product Sales Growth • Year-over-year sales increases for the 25th consecutive quarter $72M $70.0 Net Product Sales ($ million) $60.0 $50.0 $40.0 $30.0 $20.0 $10.0 Q1 Q2 Q3 Q4 - Represents revenue from sales of generators, leads, and other related devices 10 FY2014 and FY2015 Q1 Unit Sales • Strong international growth FY 2014 U.S. International 11 % Change Q1 FY15 vs. Q1 FY14 Q1 Q2 Q3 Q4 Q1 2,455 899 3,354 2,518 978 3,496 2,259 1,050 3,309 2,482 1,115 3,597 2,500 1,024 3,524 1.8% 13.9% 5.1% 100 126 3,409 3,723 3,524 5.1% Single Country Order Unit Sales Total FY 2015 3,354 3,496 Consistent U.S. ASP Growth for Generators • Increase of 3% over Q1 prior year ASP of U.S. Generators $20,000 $20,418 $18,000 $16,000 $14,000 $12,000 $10,000 Q1 12 Q2 Q3 Q4 Financial Results 13 FY2014 Financial Results • Consistent revenue growth and gross profit margins FY14 vs. FY13 FY13 FY14 NET SALES $ 282,014 $ 254,320 $ 27,694 10.9% GROSS PROFIT $ 254,659 $ 232,413 $ 22,246 9.6% 90.3% GROSS PROFIT % (1.1%) 91.4% OPERATING EXPENSES SG&A $ 120,642 $ 112,515 $ 8,127 7.2% R&D $ 46,563 $ 41,551 $ 5,011 12.1% Litigation $ 7,443 TOTAL OPERATING EXPENSES $ 174,648 $ 154,067 $ 20,581 13.4% INCOME FROM OPERATIONS $ 80,012 $ 78,346 $ 1,665 2.1% 133 3,072 $ (2,939) 79,879 $ 75,275 $ 4,604 24,988 28,917 $ (3,929) 54,890 $ 46,358 $ 8,533 18.4% $0.34 20.5% OTHER EXPENSE, NET INCOME BEFORE INCOME TAXES $ INCOME TAX EXPENSE NET INCOME Diluted Income per Share $ $2.00 $1.66 27,466 28,009 6.1% (13.6%) Outstanding Shares Diluted - All numbers in $000s except for income per share 14 (543) (1.9%) Reconciliation of Non-GAAP Financial Measures for FY2014 FY14 Operating Income Litigation settlement $ Adjusted Operating Income Net Income Gain on warrants' liability Impairment of investment Litigation Settlement Discrete tax item Adjusted non-GAAP Net Income Diluted income per share Gain on warrants' liability Impairment of investment Litigation Settlement Discrete tax item Adjusted non-GAAP diluted income per share 15 All numbers in 000s except for earnings per share FY13 $ $ 80,012 7,443 87,455 $ 54,890 $ $ 4,776 (3,534) 56,133 $ $ $ 2.00 $ $ 0.17 (0.13) 2.04 $ FY14 vs. FY13 78,346 78,346 $ 1,665 2.1% $ 9,108 11.6% 46,358 (1,326) 3,812 $ 8,533 18.4% $ 7,289 14.9% $ 0.34 20.5% $ 0.30 17.2% 48,844 1.66 (0.05) 0.13 1.74 FY2015 Q1 Financial Results* Q1 FY15 Net Sales Gross Profit Gross Profit % Q1 FY14 % Change $72,004 $68,872 4.5 % 65,594 62,328 5.2 % 91.1% 90.5% SG&A R&D Litigation settlement 33,028 10,563 - 29,306 11,975 7,443 12.7 % (11.8)% Total Operating Expenses 43,590 48,724 (10.5)% Income From Operations $22,003 $13,604 61.7 % 8,694 4,843 79.5 % $13,519 $8,674 55.9 % 26,915 27,845 (3.3)% $0.50 $0.31 61.3 % Income tax expense Net Income Outstanding shares - diluted Diluted income per share - All numbers in $000s except for income per share * Please refer to the reconciliation between GAAP and non-GAAP measures for adjusted income from operations, adjusted EBITDA, adjusted net income and adjusted income per diluted share included in our earnings release dated August 21, 2014. 16 Reconciliation of Non-GAAP Financial Measures Q1 FY15 Q1 FY14 Income from operations Litigation settlement License fee Adjusted non-GAAP income from operations $22,003 $13,604 7,443 (1,468) $19,579 61.7% Net income Income tax adjustment Benefit assumed from extension of R&D tax credit Litigation settlement, net of tax License fee, net of tax Adjusted non-GAAP net income $13,519 588 217 $8,674 55.9% 4,776 (921) $12,529 14.3% Diluted income per share Income tax adjustment Benefit assumed from extension of R&D tax credit Litigation settlement, net of tax License fee, net of tax Adjusted non-GAAP diluted income per share $0.50 0.02 0.01 $22,003 $14,324 $0.53 - All numbers in $000s except for income per share 17 % change 12.4% $0.31 61.3% 0.17 (0.03) $0.45 17.8% FY2008 – FY2015 Sales and Operating Income* $310 $285 FY2015 Guidance Sales = $300m - $307m OI = $96m - $99m $260 $235 $ in Millios $210 $185 $160 $135 $110 $85 $60 $35 $10 ($15) FY08 FY09 FY10 Net Sales FY11 FY12 Income from Operations FY13 Loss from Operations *Adjusted non-GAAP income from operations for FY2012 and FY2014 **Mid-point guidance 18 FY14 FY15 ** Strategic Focus 19 FY2014 Goals – Results Build shareholder value through: Continued leadership in epilepsy medical devices Consistent sales & profitability growth worldwide Achieving clinical & product development milestones EU regulatory approval of the AspireSR® generator Enrollment completed for AspireSR® E-37 clinical study Evaluating & advancing other neuroscience opportunities Apnex asset purchase (obstructive sleep apnea) Increased investments in Imthera™ & cerbomed 20 FY2015 Goals Update Build shareholder value through: Continued leadership in epilepsy medical devices Consistent sales and profitability growth worldwide Achieving clinical and product development milestones ProGuardianREST™ regulatory submissions Centro™ generator regulatory submissions AspireSR® generator U.S. regulatory progress Evaluating and advancing other neuroscience opportunities Vitaria™ generator regulatory submission in Europe 21 Other Cyberonics Neuroscience Initiatives • Other VNS Therapy indications — Chronic Heart Failure (CHF) • Other neuroscience opportunities — ImThera for OSA 24 agreements with 19 partners 22 Fiscal FY2015 Guidance 23 Net Sales $300 million - $307 million Income from Operations $96 million - $99 million Adjusted Net Income $62 million - $64 million Adjusted EPS $2.33 - $2.39 24 Investment Thesis 25 LEADERSHIP • Consistently met goals • Investing for global growth STRATEGY • Focus on epilepsy market potential • Disciplined investing in other device opportunities INNOVATION • Fueling growth through product development • Advancing patient care through innovation • Diversifying the epilepsy portfolio COMMERCIALIZATION • Experienced team and strong track record • Accelerating new patient growth • Significant recurring revenue EXPERIENCE • Strong patient satisfaction • >100,000 implants and >500,000 years of patient experience • >3,000 physicians using VNS Therapy® FINANCIAL HIGHLIGHTS • Leveraging the income statement for consistent growth • Strong balance sheet • Focus on shareholder value Q&A 26