2014 Annual Meeting of Stockholders Dan Moore, President & Chief Executive Officer September 18, 2014

Safe Harbor Statement 2 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 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.

TOPICS Highlights FY2014 and FY2015 Q1 Overview —Sales —Financials Strategic Focus Update FY2015 Guidance 3

Highlight: Building Stockholder Value 4

Highlight: Building Shareholder Value 5 Adjusted non-GAAP income from operations for FY12 and FY14

6 FY2014 Annual Highlights Net Sales$282 million 11% U.S. Epilepsy sales$224 million 8% International Epilepsy sales$55 million 25% Adjusted Operating Income$87 million 12% Adjusted EBITDA$104 million 10% Adjusted Earnings per diluted share$ % Strong and consistent growth * 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, * **      

FY2015 Q1 Highlights 7 * 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, Continued growth and leverage Net Product Sales$72 million7% U.S.$59 million 4% International$13 million 19% Operating Income$22 million 12% Adjusted EBITDA$27 million 12% Adjusted Income per diluted share$ % * *       * 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

Sales 8

FY2014 and FY2015 Q1 Net Sales 9 Strong international growth *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 *

Continued Worldwide Net Product Sales Growth 10 - Represents revenue from sales of generators, leads, and other related devices $72M Year-over-year sales increases for the 25 th consecutive quarter

FY2014 and FY2015 Q1 Unit Sales 11 Strong international growth

Consistent U.S. ASP Growth for Generators 12 $20,418 Increase of 3% over Q1 prior year

Financial Results 13

FY2014 Financial Results 14 - All numbers in $000s except for income per share Consistent revenue growth and gross profit margins

Reconciliation of Non-GAAP Financial Measures for FY All numbers in 000s except for earnings per share

FY2015 Q1 Financial Results * 16 - 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.

Reconciliation of Non-GAAP Financial Measures 17 - All numbers in $000s except for income per share

18 *Adjusted non-GAAP income from operations for FY2012 and FY2014 **Mid-point guidance FY2008 – FY2015 Sales and Operating Income* FY2015 Guidance Sales = $300m - $307m OI = $96m - $99m

Strategic Focus 19

FY2014 Goals – Results 20 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 

FY2015 Goals Update 21 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

Other Cyberonics Neuroscience Initiatives Other VNS Therapy indications —Chronic Heart Failure (CHF) Other neuroscience opportunities —ImThera for OSA agreements with 19 partners

Fiscal FY2015 Guidance 23 $300 million - $307 million Net Sales $96 million - $99 million Income from Operations $62 million - $64 million Adjusted Net Income $ $2.39 Adjusted EPS

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Investment Thesis 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 25

Q&A 26