<PAGE>

                                                                      EXHIBIT 99

RECONCILIATION BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES

TLC Vision Corporation (the "Company") prepares its consolidated financial
statements in accordance with United States ("U.S.") Generally Accepted
Accounting Principles ("GAAP"), which differ in certain respects from Canadian
GAAP. This reconciliation between Canadian and U.S. GAAP should be read in
conjunction with the consolidated financial statements as of December 31, 2005
and 2004 and for the years ended December 31, 2005, 2004 and 2003 and related
management's discussion and analysis prepared in accordance with U.S. GAAP and
filed with the Securities Exchange Commission and the Canadian securities
regulatory authorities.

a)   Reconciliation from U.S. GAAP to Canadian GAAP

     Following is a reconciliation of net income (loss) from U.S. GAAP to
Canadian GAAP:

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                                        ------------------------------------
                                                            2005          2004        2003
                                                        -----------   -----------   --------
                                                        AS RESTATED   AS RESTATED
<S>                                                     <C>           <C>           <C>
Net income (loss) per U.S. GAAP .....................     $ 8,119       $42,474     $ (9,399)
Amortization of Practice Management Agreements (1) ..      (1,512)       (1,512)      (1,512)
Depreciation of fixed assets (2) ....................        (280)         (280)        (280)
Interest income on note receivable related to the
   sale-leaseback of building (3) ...................          78            78           78
Variable accounting for stock options (4) ...........          29           108           --
Fair value accounting of stock options (4) ..........      (6,488)       (1,245)          --
                                                          -------       -------     --------
Net income (loss) per Canadian GAAP .................     $   (54)      $39,623     $(11,113)
                                                          =======       =======     ========
Net income (loss) per share for Canadian GAAP -
   basic ............................................     $ (0.00)      $  0.58     $  (0.17)
                                                          =======       =======     ========
Net income (loss) per share for Canadian GAAP -
   diluted ..........................................     $ (0.00)      $  0.56     $  (0.17)
                                                          =======       =======     ========
</TABLE>

     The most significant balance sheet differences between U.S. GAAP and
Canadian GAAP are as follows:

<TABLE>
<CAPTION>
                                                        DECEMBER 31,   DECEMBER 31,
                                                            2005           2004
                                                        ------------   ------------
<S>                                                     <C>            <C>
Investments and Other Assets
Balance per U.S. GAAP ...............................    $  19,838      $  10,482
Note receivable related to the sale-leaseback of
   building (2) .....................................          850            913
                                                         ---------      ---------
Balance per Canadian GAAP ...........................    $  20,688      $  11,395
                                                         =========      =========
Intangibles, Net
Balance per U.S. GAAP ...............................    $  24,021      $  18,140
Difference in impairment write-off of intangibles
   (1) ..............................................        6,334          6,334
Amortization of Practice Management Agreements (1) ..       (5,418)        (3,906)
                                                         ---------      ---------
Balance per Canadian GAAP ...........................    $  24,937      $  20,568
                                                         =========      =========
Fixed Assets, Net
Balance per U.S. GAAP ...............................    $  49,159      $  46,199
Adjustment for the sale-leaseback of building (2) ...         (829)          (829)
Depreciation of fixed assets (2) ....................       (1,258)          (978)
                                                         ---------      ---------
Balance per Canadian GAAP ...........................    $  47,072      $  44,392
                                                         =========      =========
</TABLE>


                                       80

<PAGE>

<TABLE>
<CAPTION>

                                                        DECEMBER 31,   DECEMBER 31,
                                                            2005           2004
                                                        ------------   ------------
                                                                       AS RESTATED
<S>                                                     <C>            <C>
Long-Term Debt, Less Current Maturities
Balance per U.S. GAAP ...............................    $  12,665      $   9,991
Adjustment for note payable related to the
   sale-leaseback of building (2) ...................          787            850
Cumulative  interest payments received on note
   receivable related to the sale-leaseback of
   building (3) .....................................         (309)          (224)
                                                         ---------      ---------
Balance per Canadian GAAP ...........................    $  13,143      $  10,617
                                                         =========      =========
Contributed Surplus
Balance per U.S. GAAP ...............................    $      --      $      --
Adjustment for change in accounting  policy related
   to the fair value  accounting of stock options
   (4) ..............................................       13,607         13,607
Adjustment for fair value accounting of stock options
   (4) ..............................................        7,733          1,245
                                                         ---------      ---------
Balance per Canadian GAAP ...........................    $  21,340      $  14,852
                                                         =========      =========
Option and Warrant Equity
Balance per U.S. GAAP ...............................    $   1,861      $   2,872
Adjustment to compensation expense for warrants and
   stock options (4) ................................         (359)          (330)
                                                         ---------      ---------
Balance per Canadian GAAP ...........................    $   1,502      $   2,542
                                                         =========      =========
Accumulated Deficit
Balance per U.S. GAAP ...............................    $(244,159)     $(252,278)
Adjustment to the value of intangible Practice
   Management Agreements (1) ........................          916          2,428
Adjustment for the sale-leaseback of building (2) ...       (2,087)        (1,807)
Cumulative interest on note receivable related to the
   sale-leaseback of building (3) ...................          322            244
Adjustment to compensation expense for warrants and
   stock options (4) ................................       (7,374)          (915)
Adjustment for change in accounting policy related to
   the fair value of stock options (4) ..............      (13,607)       (13,607)
                                                         ---------      ---------
Balance per Canadian GAAP ...........................    $(265,989)     $(265,935)
                                                         =========      =========
</TABLE>

(1)  During the year ended May 31, 2002, the Company reviewed its Practice
     Management Agreements ("PMA's") for impairment based on budgets prepared
     for future periods. The refractive industry had experienced reduced
     procedure volumes over the prior two years as a result of increased
     competition, customer confusion and a weakening North American economy.
     This reduction in procedures had occurred at practices the Company had
     purchased, and as a result revenues were lower than anticipated when
     initial purchase prices and resulting intangible values were determined.

     For U.S. GAAP purposes, the Company accounts for its intangible assets
     subject to amortization in accordance with Statement of Financial
     Accounting Standard ("SFAS") No. 142, "Goodwill and Other Intangible
     Assets" ("SFAS 142"). SFAS 142 requires the impairment analysis first
     consider undiscounted cash flows in determining if an impairment exists. If
     an impairment is evident, a second calculation using a discounted cash flow
     method is utilized to determine the actual amount of the impairment. For
     U.S. GAAP purposes, the Company recorded an impairment charge of $31.0
     million for the year ended May 31, 2002 related to its PMA's.

     For Canadian GAAP purposes, the Company measured the initial impairment
     charge in accordance with the Canadian Institute of Chartered Accountant's
     ("CICA") Handbook Section 3060, "Capital Assets", the Canadian GAAP rules
     in existence during the


                                       81

<PAGE>

     year ended May 31, 2002 ("CICA 3060"). CICA 3060 required an impairment
     charge to be recognized when the expected future undiscounted cash flows do
     not exceed the carrying value of such assets.

     As at May 31, 2002, this resulted in a $6.3 million difference in the
     write-down of the PMA's between U.S. and Canadian GAAP ($24.7 million).
     This difference in the initial measurement of the impairment further
     resulted in a difference to the amortization expense in subsequent periods,
     resulting in an additional $5.4 million of amortization expense for
     Canadian GAAP compared to U.S. GAAP through December 31, 2005.

     During 2003, the CICA issued CICA 3061, Property, Plant and Equipment which
     is consistent with U.S. GAAP, however retroactive adoption of this change
     was not required.

(2)  During the year ended May 31, 2002, the Company completed a sale-leaseback
     transaction. Total consideration received for the sale of the building and
     related land was $6.4 million, which was comprised of $5.4 million in cash
     and a $1.0 million 8.0% note receivable ("Note"). The Note has a seven-year
     term with the first of four annual payments of $63,000 starting on the
     third anniversary of the sale and a final payment of $0.7 million due on
     the seventh anniversary of the sale.

     For U.S. GAAP purposes, this transaction was accounted for in accordance
     with SFAS 98, "Accounting for Leases" ("SFAS 98"). SFAS 98 prohibits sale
     recognition on a sale-leaseback transaction when the sublease is considered
     to be minor and the only recourse to any future amounts owing from the
     other party is the leased asset. A sublease is considered to be minor when
     the present value of the sublease rent is less than 10% of the total fair
     market value. The Company accounted for the transaction as a financing
     transaction which requires sale proceeds to be recorded as a liability and
     for the Note to not be recognized. In addition, since the sale recognition
     is not accounted for, the carrying value of the asset is not adjusted for
     and the asset continues to be depreciated over the original depreciation
     period of 40 years. Lease payments, exclusive of an interest portion,
     decrease the liability while payments received on the Note increase the
     liability.

     For Canadian GAAP purposes, the sale-leaseback transaction was accounted
     for in accordance with Emerging Issues Committee No. 25, "Accounting for
     Sales with Leasebacks", which resulted in the Company recognizing a loss on
     the sale with a corresponding lease asset and lease obligation. The terms
     of the lease are considered capital in nature and accordingly the land and
     building are reflected as assets under capital lease with the discounted
     value of the lease payments recorded as an obligation under capital lease.
     The fair value of the assets under capital lease was less than its previous
     carrying value and accordingly a write down of approximately $0.8 million
     was reflected in the consolidated statement of operations for the year
     ended May 31, 2002.

     For U.S. GAAP purposes, depreciation expense reflects the higher net book
     value of the building depreciated over a 40-year expected life. For
     Canadian GAAP purposes, the building is depreciated over the 15-year life
     of the lease and the Note ($0.9 million as of December 31, 2005) is
     included in investments and other assets.

     As of December 31, 2005, as a result of the difference in the initial
     accounting treatment of the sale-leaseback transaction and subsequent
     differences in depreciation expense recorded, the net book value of the
     building is $2.1 million higher for U.S. GAAP. Investments and other assets
     is $0.9 million higher and notes payable is $0.5 million higher (of which
     $0.5 million is classified as long-term) for Canadian GAAP. For each of the
     years ended December 31, 2005, 2004 and 2003, depreciation expense is
     higher for U.S. GAAP by $280,000.

(3)  For each of the years ended December 31, 2005, 2004 and 2003, the Company
     reported $78,000 of interest income related to the Note on the
     sale-leaseback of the building as described above.

     As of December 31, 2005, $13,000 of interest income was not yet received,
     and the associated interest receivable was included in prepaids and other
     current assts for Canadian GAAP purposes. In the above U.S. GAAP to
     Canadian GAAP reconciliation, cumulative interest payments received of
     $309,000 are recorded as reductions to long-term debt in order to adjust
     the U.S. GAAP treatment of the payments, which increases the debt upon
     their receipt.

(4)  For U.S. GAAP purposes, the Company has adopted the disclosure requirements
     of SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") and
     as permitted under SFAS 123, applies Accounting Principles Board Opinion
     No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and related
     interpretations in accounting for its stock option plans. SFAS 123 requires
     disclosure of pro forma amounts to reflect the impact if the Company had
     elected to adopt the optional recognition provisions of SFAS 123 for its
     stock option plans and employee stock purchase plans.


                                       82

<PAGE>

     For Canadian GAAP purposes, the Company accounts for its stock options in
     accordance with the provisions of CICA Section 3870, "Stock-Based
     Compensation and Other Stock-Based Payments," ("CICA 3870").

     CICA 3870, issued in December 2001, established standards for the
     recognition, measurement and disclosure of stock-based compensation, and
     other stock-based payments. Under the provisions of CICA 3870, prior to
     January 1, 2004, companies could either measure the compensation cost of
     equity instruments issued under employee compensation plans using a fair
     value-based method or could recognize compensation cost using another
     method, such as the intrinsic value-based method. However, if another
     method was applied, pro forma disclosure of net income or loss and earnings
     or loss per share was required in the financial statements as if the fair
     value-based method had been applied. Effective January 1, 2004, CICA 3870
     requires that all stock-based compensation be measured and expensed using a
     fair value-based methodology.

     Prior to January 1, 2004, the Company recognized employee stock-based
     compensation under the intrinsic value-based method and provided pro forma
     disclosure of net income or loss and earnings or loss per share as if the
     fair value-based method had been applied. Effective January 1, 2004, the
     Company adopted for Canadian GAAP purposes the fair value-based method for
     recognizing employee stock-based compensation on a retroactive basis to
     January 1, 1996, without restatement of prior periods. At January 1, 2004,
     the cumulative effect of the change in accounting policy on prior periods
     resulted in a charge to accumulated deficit of $13.6 million which
     represents the sum of the previously disclosed pro forma fair value
     adjustments with a corresponding increase to contributed surplus.

     For the years ended December 31, 2005 and 2004, the Company recorded for
     Canadian GAAP purposes stock-based compensation expense, net of minority
     interests, of $6.5 million and $1.2 million, respectively, which is
     included in general and administrative expenses. The fair values of
     TLCVision's options granted in 2005 and 2004 were estimated at the date of
     grant using the Black-Scholes option pricing model with the following
     weighted average assumptions: risk free interest rate of 3.99% and 2.84%,
     respectively; dividend rate of 0%; volatility factor of 0.75; and expected
     life of 2.5 years. The fair values of OccuLogix's options granted in 2005
     were estimated at the date of grant using the Black-Scholes option pricing
     model with the following weighted average assumptions: risk free interest
     rate of 3.88%; dividend rate of 0%; volatility factor of 0.73; and expected
     life of 2.4 years.

     TLCVision issued 0.2 million and 1.0 million stock options during 2005 and
     2004, respectively. OccuLogix issued 1.8 million stock options during 2005.

     No compensation expense determined under fair value-based method for stock
     options was included in the determination of net loss for the year ended
     December 31, 2003. For the year ended December 31, 2003, the following
     table presents the Company's pro forma net loss and net loss per share as
     if the fair value-based method of CICA 3870 had been applied for all stock
     options granted:

<TABLE>
<CAPTION>
                                                YEAR ENDED
                                               DECEMBER 31,
                                                   2003
                                               ------------
<S>                                            <C>
Net loss per Canadian GAAP .................     $(11,113)
Total pro forma stock-based compensation
   expense determined under fair value-based
   method ..................................       (1,121)
                                                 --------
Pro forma net loss .........................     $(12,234)
                                                 ========
Basic and diluted net loss per share
As reported ................................     $  (0.17)
Pro forma ..................................     $  (0.19)
</TABLE>

     The fair value of the options granted in 2003 was estimated at the date of
     grant using the Black-Scholes option pricing model with the following
     weighted average assumptions: risk free interest rate of 2.35%; dividend
     rate of 0%; volatility factor of 0.75; and expected life of 2.5 years.

     During the year ended May 31, 2002, the Company allowed the holders of
     outstanding TLC Vision Corporation stock options with an exercise price
     greater than $8.688 (C$13.69) to elect to reduce the exercise price of
     their options to $8.688 (C$13.69), in some cases by surrendering existing
     options for a greater number of shares than the number of shares issuable
     on exercise of each repriced option. For U.S. GAAP purposes, such
     modification which results in a change in the exercise price of the
     underlying stock options is subject to APB 25's variable method of
     accounting for stock options. Variable accounting requires that differences
     between the price of the Company's common shares at the end of each
     reporting period and the modified exercise price be charged to income as
     compensation expense over the remaining vesting period of the outstanding
     options. For the year


                                       83

<PAGE>

     ended December 31, 2004, the Company recognized, for U.S. GAAP purposes,
     additional stock compensation expense of $108,000 related to the modified
     stock options.

     CICA 3870 does not require the application of variable method of accounting
     for stock options.

b)   Management's Discussion and Analysis - Canadian Supplement

     Management's Discussion and Analysis - Canadian Supplement ("Canadian
     Supplement") in this document is based on consolidated financial statements
     of TLC Vision Corporation prepared in accordance with U.S. GAAP. The
     Canadian Supplement has been prepared by management to provide an analysis
     of the impact of material differences that differ from U.S. GAAP on net
     income and trending analysis of the consolidated statements of operations.

     YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004

     Net loss for the year ended December 31, 2005 was $0.1 million or $0.00 per
     share compared to income of $39.6 million or $0.56 per share for the year
     ended December 31, 2004. The decrease in net income was primarily due to an
     increase in fair value stock option compensation expense, an increase in
     non-cash income tax expense and a significant decrease in net income from
     the AMD segment.

     Amortization expense was $5.6 million for the years ended December 31, 2005
     and 2004. Amortization expense included lower expenses from certain fully
     amortized intangible assets offset by increases from intangibles acquired
     during the year ended December 31, 2005.

     Net cash provided by operating activities was $22.5 million for the year
     ended December 31, 2005. The cash flows provided by operating activities
     during the year ended December 31, 2005 were primarily due to a net loss of
     $0.1 million plus non-cash items including depreciation and amortization of
     $18.1 million, deferred taxes of $5.1 million, minority interest expense of
     $1.3 million and compensation expense of $7.9 million. These cash flows
     were partially offset by an increase in net operating assets of $7.7
     million and earnings from equity investments of $2.5 million. The increase
     in net operating assets consisted of a $3.0 million increase in accounts
     receivable due primarily to higher revenues, a $2.0 million increase in
     prepaid expenses and a $2.8 million decrease in accounts payable and
     accrued liabilities.

     YEAR ENDED DECEMBER 31, 2004 COMPARED TO YEAR ENDED DECEMBER 31, 2003

     Net income for the year ended December 31, 2004 was $39.6 million or $0.56
     per share compared to a net loss of $11.1 million or $0.17 per share for
     the year ended December 31, 2003. The significant improvement in net income
     primarily resulted from significant growth in both the refractive and other
     healthcare services businesses and a gain on the sale of OccuLogix's common
     stock.

     Amortization expense decreased to $5.6 million for the year ended December
     31, 2004 from $8.2 million for the year ended December 31, 2003. The
     decrease was largely due to the reduction in Practice Management Agreements
     resulting from the deconsolidation of LECC.

     Net cash provided by operating activities was $35.4 million for the year
     ended December 31, 2004. The cash flows provided by operating activities
     during the year ended December 31, 2004 were primarily due to net income of
     $39.6 million plus non-cash items including depreciation and amortization
     of $19.5 million, minority interest expense of $7.0 million, the write-off
     of investments related to research and development arrangements of $0.8
     million, deferred taxes of $1.2 million, compensation expense of $1.6
     million and the loss on sale of fixed assets of $0.8 million. These cash
     flows were offset by an increase in net operating assets of $5.0 million, a
     gain on sale of subsidiary stock of $25.8 million, earnings from equity
     investments of $2.1 million, an adjustment to the fair value of investments
     and long-term receivables of $1.2 million and a gain on sale of interest in
     subsidiary of $1.1 million. The increase in net operating assets consisted
     of a $1.5 million increase in accounts receivable due primarily to higher
     revenues, a $1.8 million increase in prepaid expenses and a $1.7 million
     decrease in accounts payable and accrued liabilities.

c)   For comparative purposes, the following tables illustrate previously filed
     financial statements in accordance with both Canadian GAAP and U.S. GAAP
     for the year ended December 31, 2003. Differences between Canadian GAAP and
     U.S. GAAP are described above.


                                       84

<PAGE>

TLC VISION CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of U.S. dollars except per share amounts)

<TABLE>
<CAPTION>
                                                      YEAR ENDED
                                                  DECEMBER 31, 2003
                                              -------------------------
                                              CANADIAN GAAP   U.S. GAAP
                                              -------------   ---------
<S>                                           <C>             <C>
Revenues:
   Refractive:
      Centers .............................     $115,290      $115,290
      Access ..............................       36,140        36,140
   Other healthcare services ..............       49,488        49,488
                                                --------      --------
Total revenues ............................      200,918       200,918
                                                --------      --------
Cost of revenues:
   Refractive:
      Centers .............................       91,283        91,283
      Access ..............................       25,424        25,424
   Other healthcare services ..............       31,836        31,836
                                                --------      --------
Total cost of revenues ....................      148,543       148,543
                                                --------      --------
   Gross margin ...........................       52,375        52,375
                                                --------      --------
General and administrative ................       27,281        27,001
Marketing .................................       18,781        18,781
Research and development ..................        1,598         1,598
Amortization of intangibles ...............        8,197         6,685
Other expenses, net .......................        1,165         1,165
                                                --------      --------
                                                  57,022        55,230
                                                --------      --------
Operating loss ............................       (4,647)       (2,855)
Interest income ...........................        1,458         1,380
Interest expense ..........................       (2,744)       (2,744)
Minority interests ........................       (4,672)       (4,672)
                                                --------      --------
Loss before income taxes ..................      (10,605)       (8,891)
Income tax expense ........................         (508)         (508)
                                                --------      --------
Net loss ..................................     $(11,113)     $ (9,399)
                                                ========      ========
Net loss per share - basic and diluted ....     $  (0.17)     $  (0.15)
                                                ========      ========
Weighted average number of common shares
   outstanding - basic and diluted ........       64,413        64,413
</TABLE>


                                       85

<PAGE>

TLC VISION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)

<TABLE>
<CAPTION>
                                                      YEAR ENDED
                                                  DECEMBER 31, 2003
                                              -------------------------
                                              CANADIAN GAAP   U.S. GAAP
                                              -------------   ---------
<S>                                           <C>             <C>
Net loss ..................................     $(11,113)     $ (9,399)
Adjustments to reconcile net loss to net
   cash from operating activities:
   Depreciation and amortization ..........       24,385        22,593
   Write-off of investment in research and
      development arrangement .............        1,598         1,598
   Minority interests .....................        4,672         4,672
   Loss (gain) on sales and disposals of
      fixed assets ........................         (484)         (484)
   Adjustments to the fair values of
      intangibles, long-term receivables
      and long-term liabilities ...........         (206)         (206)
   Non-cash compensation expense ..........          125           125
   Other ..................................          677           677
   Changes in operating assets and
      liabilities, net of acquisitions and
      dispositions:
      Accounts receivable .................         (489)         (489)
      Prepaid expenses, inventory and other
         current assets ...................       (1,042)         (964)
      Accounts payable and accrued
         liabilities ......................      (13,831)      (13,831)
                                                --------      --------
 Cash from operating activities ...........        4,292         4,292
                                                --------      --------

INVESTING ACTIVITIES
Purchases of fixed assets .................       (4,433)       (4,433)
Proceeds from sale of fixed assets ........          578           578
Proceeds from divestitures of investments
   and subsidiaries, net ..................          221           221
Investment in research and development
   arrangements ...........................       (1,598)       (1,598)
Acquisitions and equity investments .......       (8,015)       (8,015)
Proceeds from short-term investments ......       15,709        15,709
Purchases of short-term investments .......      (21,050)      (21,050)
Other .....................................         (229)         (229)
                                                --------      --------
Cash from investing activities ............      (18,817)      (18,817)
                                                --------      --------

FINANCING ACTIVITIES
Restricted cash movement ..................        2,599         2,599
Principal payments of debt financing and
   capital leases .........................       (8,018)       (8,018)
Proceeds from debt financing ..............        3,450         3,450
Distributions to minority interests .......       (4,901)       (4,901)
Proceeds from the issuances of common
   stock ..................................        8,744         8,744
                                                --------      --------
Cash from financing activities ............        1,874         1,874
                                                --------      --------
Net decrease in cash and cash equivalents
   during the period ......................      (12,651)      (12,651)
Cash and cash equivalents, beginning of
   period .................................       34,231        34,231
                                                --------      --------
Cash and cash equivalents, end of period ..     $ 21,580      $ 21,580
                                                ========      ========
</TABLE>


                                       86