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May 28, 2024
Marc Stapley
Chief Executive Officer
Veracyte, Inc.
6000 Shoreline Court, Suite 300
South San Francisco, California 94080
Re:Veracyte, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Form 8-K Filed May 7, 2024
File No. 001-36156
Dear Marc Stapley:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Consolidated Financial Statements
Note 5. Balance Sheet Components, Intangible Assets, Net, page 100
1.We reference the disclosure here and throughout the filing that  you recognized
impairment for certain long-lived assets related to the HalioDx biopharmaceutical services
developed technology, customer relationships and customer backlog finite-lived intangible
assets due to "a significant change in the business environment."  In future filings, please
provide more context regarding the nature and impact of any triggering events that require
assessment for impairment of your intangible assets.

 FirstName LastNameMarc Stapley
 Comapany NameVeracyte, Inc.
 May 28, 2024 Page 2
 FirstName LastName
Marc Stapley
Veracyte, Inc.
May 28, 2024
Page 2
Form 8-K filed on May 7, 2024
Exhibit 99.1
Reconciliation of U.S.GAAP to Non-GAAP Financial Measures
2.Your presentation of the reconciliation of U.S. GAAP to non-GAAP financial
measures gives the appearance of a full non GAAP income statement.  Please note that the
presentation of a full non- GAAP income statement, or a presentation that gives the
appearance of one, may place undue prominence on the non-GAAP information.  Under
Question 102.10(c) of the C&DI's on Non-GAAP Financial Measures, a non-GAAP
income statement is considered to be one that is comprised of non-GAAP measures and
includes all or most of the line items and subtotals found in a GAAP income
statement. Confirm to us that you will not present full non-GAAP consolidated income
statements or their equivalents in future filings.
3.As a related matter, if you continue to present non-GAAP total operating costs excluding
costs of revenue in future filings, please revise to reconcile to the most comparable
GAAP  measure, as required by Item 10(e)(1)(i) of Regulation S-K.
4.With reference to Note 1. to the Reconciliation of U.S. GAAP to Non-GAAP Financial
Measures, please tell us the nature and composition of the non-GAAP adjustments
for  post-combination compensation expenses.  Tell us how you determined it is
appropriate to adjust for such payments in the determination of your non-GAAP measures
and clarify how such compensation differs from other compensation paid to employees
and management. Refer to Question 100.01 of the Commission's Compliance and
Disclosure Interpretation for Non-GAAP measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Christie Wong at 202-551-3684 or Kristin Lochhead at 202-551-3664 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services