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VISX, INCORPORATED
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slide 1
THE LEADER IN LASER VISION CORRECTION
[VISX LOGO]
VISX
INCORPORATED
WE MAKE THINGS CLEAR
slide 2
CAUTIONARY STATEMENTS
This presentation contains certain forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, which
are based on current expectations, forecasts, and assumptions of VISX
that involve risks and uncertainties. Forward-looking statements in this
letter, including statements regarding our future leadership position and
financial performance, the ability to gain incremental revenue and profit
from VISX procedures and reinvigorate demand for laser vision correction,
and the expansion of our current market penetration, are based on
information available to the Company as of the date hereof. FDA approval
of CustomVueTM is expected in the second quarter of 2003, but is not
certain. The Company's actual results could differ materially from those
stated or implied in such forward-looking statements, due to risks and
uncertainties associated with the Company's business, which include the
risk factors disclosed in the Company's most recent filings with the
Securities and Exchange Commission, including VISX's Annual Report and
Form 10K for the year ended December 31, 2002. The Company assumes no
obligation to update the information included in this presentation,
whether as a result of new information, future events or otherwise.
[VISX LOGO]
slide 3
The Laser Vision
Correction Market
[VISX LOGO]
slide 4
Market Dynamics
o More procedures than any other elective surgery
o Widely advertised procedure
o Considerable media exposure
o Economy has impacted growth
o New CustomVue[TM] procedure offers fresh message
[VISX LOGO]
slide 5
[BAR GRAPH OMITTED]
Consumer Confidence Impacts Market
Q1-01 Q2-01 Q3-01 Q4-01 Q1-02 Q2-02 Q3-02 Q4-02
LASIK Procedures 415,200 369,400 286,300 274,800 355,400 314,750 253,300 252,000
Consumer Confidence 117 118.9 97 93.7 110.2 106.3 93.7 80.3
[VISX LOGO]
slide 6
[PIE CHART OMITTED]
Consumer Interest in LVC
Respondents 18-34 years of age
May have 33%
Definitely or probably have 15%
Source: VisionWatch Survey
Consumers Want To Get Rid Of Glasses And Contacts.
They Know They Can With LVC.
[VISX LOGO]
slide 7
VISX
o Market Leader in Laser Vision Correction
o Strong Financial Position
o Poised for Growth
o Focused on Maximizing Stockholder Return
o Seasoned Board and Management that Understand Drivers for VISX
[VISX LOGO]
slide 8
Continued Strong Market Share
[PIE CHARTS OMITTED]
Percentage of Market Share Based on Number of Procedures Performed
2000
VISX 68%
Alcon 20%
Nidek 9%
B&L 2%
Other 1%
2001
VISX 60%
Alcon 23%
Nidek 12%
B&L 4%
Other 1%
2002
VISX 60%
Alcon 22%
Nidek 8%
B&L 8%
Other 2%
Source: MarketScope
[VISX LOGO]
slide 9
Market Leader Since 1997
[GRAPHIC OMITTED]
Q1 96 Q3 96 Q1 97 Q3 97 Q1 98 Q3 98 Q1 99 Q3 99
Alcon-Summit 100% 81.9% 63.1% 39% 30% 27.2% 19.8% 19.8%
Visx 18.1% 36.9% 61% 70% 72.8% 77.9% 73.6%
Nidek 2.3% 6.6%
LaserSight
B & L
[Table continued]
Q1 00 Q3 00 Q1 01 Q3 01 Q1 02 Q3-02
Alcon-Summit 20.1% 19.5% 22.3% 19.8% 19.7% 19.6%
Visx 71.7% 67.5% 63% 61.8% 59.5% 61.1%
Nidek 7.7% 9.8% 10.6% 14.1% 14.5% 13.9%
LaserSight 0.3% 1.5% 0.8% 0.6% 1.2% 0.6%
B & L 0.2% 1.7% 3.3% 3.7% 5.1% 4.8%
Source: MarketScope
[VISX LOGO]
slide 10
Strong Financial Results
2002 Highlights
o 20% operating income
o $123 million in cash
o $40 million in cash from operations
o Purchased 4 million shares of stock
- 20 million in the past 6 years
[VISX LOGO]
slide 11
Procedures Drive Business
Number of Procedures
X
Revenue
Per Procedure
[VISX LOGO]
slide 12
CustomVueTM - A Significant Advancement in Vision Correction
WaveScan Star S4
System System
[PHOTO] [PHOTO]
Comprehensive Comprehensive
Measurement Correction
[VISX LOGO]
slide 13
CustomVueTM Results
o More precise correction
- 0.01 Dioptor vs. 0.25 Diopter with glasses and contacts
o Better than 20/20 vision
- > 70% of patients
o Night Vision Improvement
- Four times as many patients "very satisfied"
Potentially Better Vision Than
Glasses or Contacts
slide 14
CustomVueTM Adds Significant Value
[LINE GRAPH OMITTED]
Annualized
Percent Conversion
from Standard to Custom Incremental Operating Profit ($MM)
10% $7
20% $14
30% $21
40% $28
50% $35
60% $42
Premium CustomVueTM Fee Leverages Profits
[VISX LOGO]
slide 15
Maximizing Stockholder Value
o Organic Growth through Technology Leadership
o Stock Repurchase
o Merger and Acquisition Opportunities
o Strong Corporate Governance Practices
[VISX LOGO]
slide 16
VISX Corporate Governance Highlights
o No staggered board
o Lead director leads executive sessions of the Board
o Board meets regularly in executive sessions w/o management
o Audit committee meets heightened audit committee independence
requirements, includes financial expert
o Independent directors on Compensation and Governance committees
o Committees are authorized to engage advisors and counsel
o Governance principles published in Proxy
o Complete access to all VISX officers and employees
o Directors will attend certified director education course
[VISX LOGO]
slide 17
Current VISX Board is the Right Board to Lead the Company
|X| 6 of the 7 are independent directors
|X| All have public company board experience
|X| All with senior level management experience at a NYSE or
Nasdaq listed company
The VISX Board has decades of experience in the
medical and ophthalmic industries and significant
mergers and acquisitions experience
[VISX LOGO]
slide 18
Keith Meister
o Limited experience:
- J Net, formerly JackPot, recently delisted from the NYSE
- Terminated as fund manager at J Net
- 2 year stint as junior analyst at Lazard Freres
o Icahn's employee
o Public Board Experience: FOUR MONTHS on an Icahn Controlled Company
Board Work is Real Work
[VISX LOGO]
slide 19
Icahn History Overview
Icahn's First Attempt
o 12/05/00 - Announces intent to nominate 6 to VISX Board,
including Sam Waksal
o 04/18/01 - Challenges VISX to conduct an open auction
o 04/20/01 - Offers to BUY at $32 per share
VISX Acts In Best Interest of All Stockholders
o 04/23/01 - Invites Icahn to present formal offer
o 04/26/01 - Adopts chewable pill for offers at or above $32 per share
o 04/26/01 - ISS recommends vote for VISX director nominees
Icahn Withdraws from Proxy Contest
[VISX LOGO]
slide 20
Icahn History Overview cont'd
Icahn's Second Attempt
o 11/20/01 - Announces intent to nominate 5 individuals to VISX Board
Icahn Withdraws Once Again
Icahn's Third Attempt
o 04/10/03 - Icahn nominates Keith Meister to VISX Board
[VISX LOGO]
slide 21
Board Nominees
ELIZABETH H. DAVILA
Director since: 1995 Chairman of the Board, President and Chief Executive Officer, VISX, Inc.
Age: 58 Member of Board of Directors of Nugen Technologies, Inc.
Prior Board Membership: VidaMed, Inc.
Previously: President, COO of VISX (1999 to 2001). Executive Vice President, COO of VISX
(1995 to 1999). Senior management
positions with Syntex Corporation (1977 to 1994).
LAUREEN DE BUONO
Director since: 2003 Member of Board of Directors of INVIVO Corporation.
Age: 45 Previously: Executive VP, CFO of Critical Path (2001 to 2003). Management and financial consultant
for various public and private companies (2000 to 2001). CFO, COO of More.com (1999 to 2000).
Executive VP, COO, CFO of Resound Corporation (1998 to 1999). Executive, corporate positions at
Nellcor Puritan Bennett (1992 to 1998). Division and Corporate Counsel of the Clorox Company (1987
to 1992).
[VISX LOGO]
slide 22
GLENDON E. FRENCH
Director since: 1995 Prior Board Membership: Applied Immune Sciences, Inc.
Age: 69 Previously: CEO of Imagyn Medical, Inc. (1992 to 1994). Chairman of Imagyn (1992 to 1995).
Chairman, CEO, director of Applied Immune Sciences, Inc. (1989 to 1992). President of the Health
and Education Services Sector of ARA Services, Inc. (1982 to 1988). President of American Critical
Care (1972 to 1982).
JOHN W. GALIARDO
Director since: 1996 Member of the Board of Directors of MedSource Technologies, Inc. Prior Board Membership: Vice
Chairman of Becton Dickinson & Co.
Age: 69 Previously: VP and General Counsel of Becton Dickinson (1977 to 1994). Assistant General Counsel
of E.R. Squibb & Sons. Associated with the law firm of Dewey, Ballantine, Bushby, Palmer & Wood in
New York City. Former Chairman of the Health Industry Manufacturers Association.
[VISX LOGO]
slide 23
JAY T. HOLMES
Director since: 1999 Member of the Advisory Board of Directors of Rochester Energy Group. Prior Board Membership:
Bausch & Lomb, Finger Lakes Blue Cross/Blue Shield, Rochester Energy Group, M2Methods.net
Age: 60
Previously: Executive VP, Chief Administrative Officer at Bausch & Lomb (1995 to 1996). Senior VP,
Chief Administrative Officer at Bausch & Lomb (1993 to 1995). Senior VP, Corporate Affairs at
Bausch & Lomb (1983 to 1993). VP, General Counsel at Bausch & Lomb (1981 to 1983). Member of the
Board of Directors of Bausch & Lomb (1986 to 1996).
GARY S. PETERSMEYER
Director since: 2001 Chairman of the Board for the Positive Coaching Alliance formed originally at Stanford University.
Prior Board Membership: Cardiometrix
Age: 56
Previously: Interim CEO of Eunoe Corporation (2002). Consultant to Pherin Pharmacueticals Inc.
(2001 to 2002). President, COO, director of Eunoe Corporation (2000 to 2001). Consultant to
several companies, including Inamed Corp (1999 to 2000). President, CEO, director (1997 to 1999).
COO, director of Collagen Aesthetics Inc. and Collagen Corporation (1995 to 1997). VP of Managed
Health Care at Syntex Corporation (1990 to 1995). President, CEO, director of Beta Phase Inc.
(1986 to 1990). President of the Optics Division of CooperVision and General Manager of its
Ophthalmic Products Division (1982 to 1986). Series of positions in corporate development, market
research, and marketing for Syntex Corporation (1976 to 1982).
[VISX LOGO]
slide 24
RICHARD B. SAYFORD
Director since: 1995 Chairman of the Board of Directors of HCA -- HealthOne, L.L.C. Prior Board Membership: MCI Corp,
American Fiber Optics, Laser Technologies
Age: 72
Previously: Founding investor of MCI Communications Co. Served as a member of the Board of
Directors of MCI (1980 to 1998). Former President of Amdahl International, Ltd. and Corporate VP
of Amdahl Corporation. Held various management positions with IBM Corporation.
[VISX LOGO]
slide 25
VISX HAS THE RIGHT TEAM IN PLACE TO:
o GROW THE COMPANY AND
o CREATE LONG-TERM VALUE
FOR ALL OUR STOCKHOLDERS
[VISX LOGO]
slide 26
THE LEADER IN LASER VISION CORRECTION
[VISX LOGO]
VISX
INCORPORATED
WE MAKE THINGS CLEAR