SecProbe.io

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 April 25, 2025

Shubham Maheshwari
Chief Financial Officer
Varex Imaging Corporation
1678 S. Pioneer Road
Salt Lake City, Utah 84104

 Re: Varex Imaging Corporation
 Form 10-K for the Fiscal Year Ended September 27, 2024
 File No. 001-37860
Dear Shubham Maheshwari:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 Document Varex Imaging Corporation 1678 South Pioneer Road Salt Lake City, UT 84104 - USA www.vareximaging.com April 24, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, N.D. Washington, D.C. 20549-9303 Attention:    Ms. Stephany Yang         Mr. Andrew Blume Re:    Varex Imaging Corporation Form 10-K for the Fiscal Year Ended September 27, 2024 Filed November 19, 2024 Form 8-K Furnished November 19, 2024 File No. 001-37860 Dear Ms. Yang and Mr. Blume:     On behalf of Varex Imaging Corporation (the “Company”), I am responding to the comment letter from the Staff dated March 27, 2025, regarding our Annual Report on Form 10-K for the fiscal year ended September 27, 2024 (the “Form 10-K”) filed with the Securities and Exchange Commission (the “Commission”) on November 19, 2024 and the Current Report on Form 8-K furnished to the Commission on November 19, 2024 (the “Form 8-K”). The Commission’s comments are reproduced below in bold and italics, followed in each case by the Company’s response. Form 8-K Furnished November 19, 2024 Exhibit 99.1 1. We note your non-GAAP measures include an adjustment for “other non-operational costs.” Please tell us the amount and nature of each material component of this adjustment in fiscal year 2024 and how you determined that they were not normal and recurring operating expenses necessary to operate your business. Specifically address the propriety of adjusting for inventory write-downs of discontinued products. See Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Please present a separate line item for any individual amounts that are material in future filings. April 24, 2025 Page 2 Response: The Company respectfully acknowledges the Staff’s comment. For fiscal year 2024, “Other non-operational costs” included two material components: Non-ordinary course litigation expense totaling $5.38 million, and Restructuring (Reduction in Force) totaling $2.55 million. Non-ordinary course litigation expense includes only non-ordinary course litigation matters such as certain intellectual property disputes and joint venture litigation and excludes litigation matters that are part of the ordinary course of the Company’s business, such as product liability claims, employment related matters and commercial contract disputes. The Company considers these types of litigation matters to be non-ordinary course because they occur infrequently and are unique in their complexity. In determining whether the expenses relating to intellectual property disputes constitute expenses that are outside the ordinary course of business, the Company considered the following factors: (1) while the expenses have been incurred over a period of time, the expenses relate to a single matter, the first intellectual property dispute that the Company had received since its separation from Varian Medical Systems, Inc. in 2017, (2) the dispute related to the defense of a claim by a non-practicing entity whose business model is to litigate patent claims for damages, and not ordinary course claims that relate to the practice of technology, and (3) the excluded expenses do not include other intellectual property dispute matters that the Company considers to be recurring, such as recurring fees or litigation costs associated with trademark enforcement. In determining whether the litigation expenses relating to joint ventures constitute expenses that are outside the ordinary course of business, the Company considered the following factors: (1) while the expenses have been incurred over a period of time, the expenses relate to claims involving only two of the Company’s joint ventures, and were the first of their kind for the Company, (2) the excluded expenses relate to complex litigation spanning a number of claims that have been made in state, federal, and international courts, and so are not considered to be in the ordinary course of business due to the scope of the litigation, as well as complexity of the cases, and (3) the excluded expenses do not include other legal expenses that are incurred relative to the joint ventures, such as expenses relating to corporate governance, employment, and general operating advice. The restructuring charges included in “Other non-operational costs” are related to reduction in force costs. The restructuring line item in the earnings release for fiscal year 2024 of $0.3 million relates to costs incurred due to the Company closing operations of a facility in the United States and relocating equipment and personnel to one of our manufacturing locations in Asia. In determining whether the restructuring charges were outside the ordinary course of business, the Company considered that while the Company periodically reviews the adequacy and appropriateness of its facilities, the Company does not frequently determine that a facility should be closed and relocated. Please note that the Company has specifically reported the facility closure and relocation restructuring costs and the reduction in force costs in separate line items for comparative and consistent reporting. The total expense related to write-downs of discontinued products was immaterial at approximately $80,000. In determining whether the write-down of discontinued products was an infrequent, unusual activity, the Company considered that the discontinuation related to one April 24, 2025 Page 3 collimator product line and that the Company does not regularly discontinue significant product lines and considers this to be an infrequent, unusual activity. As a result, when the Company determined to discontinue its Collimator product line, the Company recorded the associated $80,000 excess and obsolescence reserve as a non-GAAP expense for the purpose of reporting Adjusted EBITDA. The Company will present a separate line item for any individual adjustments that are material in future filings. Form 10-K for the Fiscal Year Ended September 27, 2024 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Comparison of Results of Operations for Fiscal Years 2024 and 2023, page 31 2. Where you describe two or more business reasons that contributed to a material change in a financial statement line item between periods, please quantify, where possible, the extent to which each factor contributed to the overall change in that line item, including any offsetting factors. In addition, where you identify intermediate causes of changes in your operating results, also describe the reasons underlying the intermediate causes. We note your disclosures that the changes in segment revenues, revenues by region, and segment gross profit from fiscal year 2023 to fiscal year 2024 were due to lower sales in your China business and changes in sales of various products. To the extent possible, quantify the impact of each contributing factor in dollars and/or percentage, expand on the reasons driving these changes, and provide greater transparency into the material components and potential variability of your revenues and gross profit. Response: The Company respectfully acknowledges the Staff’s comment. The Company confirms that in future filings where the Company describes two or more material business reasons that contribute to a material change in a financial statement line item between periods, it will quantify, where possible, the extent to which each factor contributed to the overall change in the financial statement line item, including any offsetting factors, as suggested by the Staff. The Company also confirms that if it identifies intermediate causes of changes in its operating results, in future filings, it will also describe the reasons underlying the intermediate causes. The following are illustrative examples of what the additional disclosure requested by the Staff for changes in segment revenues and revenues by region could look like in future annual reports on Form 10-K and quarterly reports on Form 10-Q using the Company’s results for the fiscal year ended September 27, 2024. April 24, 2025 Page 4 Segment Revenues Example Medical revenues decreased $91.6 million in fiscal year 2024 compared to 2023 primarily due to decreased sales of $43.2 million in fluoroscopy, oncology, and dental applications excluding China, and $28.9 million of lower sales in our China business. Industrial revenues increased $9.2 million due to increased sales of security inspection products of $26.0 million and industrial tubes of $3.9 million. This increase was partially offset by lower sales of industrial detectors of $22.8 million. Revenues by Region Example The Americas revenues decreased $15.3 million in fiscal year 2024 compared to 2023 primarily due to decreased digital detectors sales of $26.0 million offset by an increase in tubes sales of $12.8 million. EMEA revenues decreased $10.4 million primarily due to decreased digital detectors sales of $41.0 million, partially offset by increased security inspection products sales of $28.0 million. APAC revenues decreased $56.7 million primarily due to decreased X-ray tubes sales of $41.0 million and decreased digital detectors sales of $14.0 million. Liquidity and Capital Resources Cash Flows, page 34 3. Please provide a more informative analysis and discussion of changes in operating, investing and financing cash flows for each period presented. In doing so, explain the underlying reasons and implications of material changes between periods to provide investors with an understanding of trends and variability in cash flows. Also provide an analysis of any known trends and uncertainties that will result in or that are reasonably likely to result in a material increase or decrease in your liquidity. Ensure your discussion and analysis is not merely a recitation of changes evident from the financial statements. Refer to Item 303(a) of Regulation S-K and Section IV.B of SEC Release No. 33-8350. Response: The Company respectfully acknowledges the Staff’s comment. The Company confirms that in future filings it will provide additional analysis of the material quantitative and qualitative changes in operating, investing, and financing cash flows for each period presented, explaining the underlying reasons and implications of material changes between periods. To the extent applicable, the Company will also provide investors with an understanding of trends and variability in cash flows, as well as an analysis of any known trends and uncertainties that will result in or are reasonably likely to result in a material increase or decrease in the Company’s liquidity. The following are illustrative examples of what the disclosures could look like in future annual reports on Form 10-K and quarterly reports on Form 10-Q using the Company’s cash flow results for the fiscal year ended September 27, 2024. April 24, 2025 Page 5 Net cash provided by operating activities . Cash provided by operating activities for fiscal year 2024 was $47.3 million compared to $108.4 million for fiscal year 2023. Net cash provided by operating activities decreased $61.1 million for the fiscal year ended September 27, 2024 compared to the fiscal year ended September 29, 2023. Significant changes in operating assets and liabilities affecting cash flows during these years included: • Net loss was $47.2 million for the year ended September 27, 2024 compared to net income of $48.7 million for the year ended September 29, 2023, due primarily to lower sales of $82.4 million in fiscal year 2023 compared to fiscal year 2024 and $11.6 million of higher operating expenses in fiscal year 2024 compared to fiscal year 2023. • Non-cash increase of $37.0 million in deferred tax assets due to the addition of the valuation allowance in fiscal year 2024 compared to non-cash decrease of $39.5 million in deferred tax assets due to the release of the valuation allowance in fiscal year 2023. • Non-cash decrease of $16.0 million for impairment of equity method investment from fiscal year 2023 compared to fiscal year 2024 due to one-time impairment charge in fiscal year 2023. • Cash provided by inventories was $13.6 million lower in fiscal year ended September 27, 2024, compared to fiscal year ended September 29, 2023, respectively due primarily to lower sales in 2024 and inventory turns decreasing year over year. • Cash used for accrued expenses and other long term-liabilities increased by $8.1 million due to tax related payments and the timing of certain payroll costs. Net cash used in investing activities . Cash used in investing activities was $27.5 million and $44.9 million for the fiscal years 2024 and 2023, respectively. Net cash used in investing activities decreased $17.4 million for the fiscal year ended September 27, 2024, compared to the fiscal year ended September 29, 2023. The decrease in cash used in investing activities was primarily due to the implementation of an investment strategy to increase the Company’s cash balance to pay down the outstanding Convertible Notes during the third quarter of fiscal year 2025. This strategy resulted in increased proceeds from the maturities of marketable debt securities by $30.5 million, partially offset by higher purchases of short-term marketable securities of $4.4 million and higher purchases of property, plant, and equipment of $6.2 million. Net cash used in financing activities . Net cash used in financing activities was $3.3 million and $0.2 million for the fiscal years 2024 and 2023, respectively. The increase in cash used in financing activities of $3.1 million was primarily due to increased cash payments of $2.3 million for debt issuance costs related to our strategy to strengthen the balance sheet in preparation for paying down the Convertible Notes mentioned above, and increased taxes paid for the net share settlement of equity awards of $0.8 million. April 24, 2025 Page 6 Critical Accounting Estimates Goodwill and Intangible Assets, page 36 4. We note that you conducted a quantitative goodwill impairment test during the fourth quarter of fiscal 2024 due to indicators of possible impairment. Please disclose whether any of your reporting units are at risk of failing the goodwill impairment test. A reporting unit is at risk of failing the impairment test if it has a fair value that is not substantially in excess of carrying value. If no reporting units are at risk based on your most recent impairment test, disclose such information to your readers as we believe it provides them with valuable information in assessing the sensitivity of your goodwill to future impairment. Alternatively, if a reporting unit is at risk of failing the impairment test and a material impairment charge could occur, please disclose the following: • The percentage by which fair value exceeded carrying value as of the date of the most recent test; • The amount of goodwill allocated to the reporting unit; • A description of the methods and key assumptions used and how the key assumptions were determined; • A discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide specifics to the extent possible (e.g., the valuation model assumes recovery from a business downturn within a defined period of time); and • A description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions. Response: The Company respectfully acknowledges the Staff’s comment. Based on the quantitative goodwill impairment test conducted by the Company during the fourth quarter of fiscal year 2024, the Company determined that none of the reporting units were at risk of failing the goodwill impairment test because the fair value of each reporting unit was substantially in excess of the carrying values as of the valuation date. In future filings, when a qua

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 March 27, 2025

Shubham Maheshwari
Chief Financial Officer
Varex Imaging Corporation
1678 S. Pioneer Road
Salt Lake City, Utah 84104

 Re: Varex Imaging Corporation
 Form 10-K for the Fiscal Year Ended September 27, 2024
 Filed November 19, 2024
 Form 8-K Furnished November 19, 2024
 File No. 001-37860
Dear Shubham Maheshwari:

 We have limited our review of your filing 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 8-K Furnished November 19, 2024
Exhibit 99.1

1. We note your non-GAAP measures include an adjustment for "other
non-operational
 costs." Please tell us the amount and nature of each material component
of this
 adjustment in fiscal year 2024 and how you determined that they were not
normal
 and recurring operating expenses necessary to operate your business.
Specifically
 address the propriety of adjusting for inventory write-downs of
discontinued
 products. See Question 100.01 of the Compliance and Disclosure
Interpretations
 on Non-GAAP Financial Measures. Please present a separate line item for
any
 individual amounts that are material in future filings.
Form 10-K for the Fiscal Year Ended September 27, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
 March 27, 2025
Page 2

Comparison of Results of Operations for Fiscal Years 2024 and 2023, page 31

2. Where you describe two or more business reasons that contributed to a
material
 change in a financial statement line item between periods, please
quantify, where
 possible, the extent to which each factor contributed to the overall
change in that line
 item, including any offsetting factors. In addition, where you identify
intermediate
 causes of changes in your operating results, also describe the reasons
underlying the
 intermediate causes. We note your disclosures that the changes in
segment revenues,
 revenues by region, and segment gross profit from fiscal year 2023 to
fiscal year 2024
 were due to lower sales in your China business and changes in sales of
various
 products. To the extent possible, quantify the impact of each
contributing factor in
 dollars and/or percentage, expand on the reasons driving these changes,
and provide
 greater transparency into the material components and potential
variability of your
 revenues and gross profit.
Liquidity and Capital Resources
Cash Flows, page 34

3. Please provide a more informative analysis and discussion of changes in
operating,
 investing and financing cash flows for each period presented. In doing
so, explain the
 underlying reasons and implications of material changes between periods
to provide
 investors with an understanding of trends and variability in cash flows.
Also provide
 an analysis of any known trends and uncertainties that will result in or
that are
 reasonably likely to result in a material increase or decrease in your
liquidity. Ensure
 your discussion and analysis is not merely a recitation of changes
evident from the
 financial statements. Refer to Item 303(a) of Regulation S-K and Section
IV.B of SEC
 Release No. 33-8350.
Critical Accounting Estimates
Goodwill and Intangible Assets, page 36

4. We note that you conducted a quantitative goodwill impairment test
during the fourth
 quarter of fiscal 2024 due to indicators of possible impairment. Please
disclose
 whether any of your reporting units are at risk of failing the goodwill
impairment
 test. A reporting unit is at risk of failing the impairment test if it
has a fair value that is
 not substantially in excess of carrying value. If no reporting units are
at risk based on
 your most recent impairment test, disclose such information to your
readers as we
 believe it provides them with valuable information in assessing the
sensitivity of your
 goodwill to future impairment. Alternatively, if a reporting unit is at
risk of failing the
 impairment test and a material impairment charge could occur, please
disclose the
 following:
 The percentage by which fair value exceeded carrying value as of the
date of the
 most recent test;
 The amount of goodwill allocated to the reporting unit;
 A description of the methods and key assumptions used and how the
key
 assumptions were determined;
 A discussion of the degree of uncertainty associated with the key
 March 27, 2025
Page 3

 assumptions. The discussion regarding uncertainty should provide
specifics to the
 extent possible (e.g., the valuation model assumes recovery from a
business
 downturn within a defined period of time); and
 A description of potential events and/or changes in circumstances
that could
 reasonably be expected to negatively affect the key assumptions.
17. Segment Information, page F-38

5. Although we note you disclose revenues by segment and geography on page
F-39,
 please tell us how you considered further disaggregation of your
revenues pursuant to
 ASC 606-10-50-5 and ASC 606-10-55-89 through 55-91, such as by modality,
 vertical, sales channel, customer type, and timing of revenue
recognition. We note that
 you provide pie charts reflecting segment revenue by modality and
vertical in your
 earnings presentation for the first quarter of fiscal year 2025. See
also the guidance in
 ASC 280-10-50-40.
6. We note your page 31 disclosure regarding the impact of your China
business on the
 decrease in Medical segment revenues. We further note you discuss your
sales in
 China during the earnings call for the first quarter of fiscal year
2025. Pursuant to
 ASC 280-10-50-41, please revise future filings to disclose revenues from
external
 customers attributed to each individual foreign country, if material.
7. We note your disclosure on page 13 that one customer accounted for 18%
of your
 fiscal year 2024 revenue. Please revise future filings to disclose the
identity of the
 segment(s) reporting the revenues from such customer pursuant to ASC
280-10-50-
 42.
 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 Stephany Yang at 202-551-3167 or Andrew Blume at
202-551-3254
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

Mail Stop 3030

January 18 , 2017

Sunny S. Sanyal
President and Chief Executive Officer
Varex Imaging Corporation
1678 S. Pioneer Road
Salt Lake City, Utah 84014

Re: Varex Imaging Corporation
Registration Statement on Form 10 -12B
Filed August 11, 2016, as subsequently amended
  File No. 001-37860

Dear Mr. Sanyal :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the  accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Amanda Ravitz

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Ronald C. Chen, Esq.
 Wachtell, Lipton, Rosen & Katz

CORRESP
1
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CORRESP

 Varex Imaging Corporation

1678 S. Pioneer Road

 Salt Lake
City, Utah 84104

 800-432-4422

January 18, 2017

 VIA EDGAR

Ms. Amanda Ravitz

 Assistant Director

Office of Electronics and Machinery

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
    Varex Imaging Corporation

     Registration
Statement on Form 10

     File No. 001-37860

Dear Ms. Ravitz:

 Reference is made to the
Registration Statement on Form 10 (File No. 001-37860) (as amended to date, the Registration Statement), filed by Varex Imaging Corporation (the “Company”) with the U.S. Securities and Exchange
Commission (the “Commission”).

 The Company hereby requests that the effective date for the Registration Statement be
accelerated to 4:00 p.m., Eastern time, on January 19, 2017, or as soon as practicable thereafter, pursuant to Section 12(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 12d1-2
thereunder.

 If the Staff has any further questions or comments concerning this letter, or if you require any additional information,
please feel free to contact the Company’s counsel, Ronald Chen of Wachtell, Lipton, Rosen & Katz, at (212) 403-1117. We request that we be notified of the effectiveness of the Registration
Statement by a telephone call to Mr. Chen and that such effectiveness also be confirmed in writing.

Sincerely,

Varex Imaging Corporation

 /s/ Kimberley E. Honeysett

Kimberley E. Honeysett

Vice President and Secretary

cc:
    Ronald C. Chen

     Wachtell, Lipton,
Rosen & Katz

CORRESP
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SEC Response Letter

 Wachtell, Lipton, Rosen & Katz

 MARTIN LIPTON

HERBERT M. WACHTELL

 PAUL VIZCARRONDO, JR.

PETER C. HEIN

 HAROLD S. NOVIKOFF

THEODORE N. MIRVIS

 EDWARD D. HERLIHY

DANIEL A. NEFF

 ANDREW R. BROWNSTEIN

MARC WOLINSKY

 STEVEN A. ROSENBLUM

JOHN F. SAVARESE

 SCOTT K. CHARLES

JODI J. SCHWARTZ

 ADAM O. EMMERICH

GEORGE T. CONWAY III

 RALPH M. LEVENE

RICHARD G. MASON

 MICHAEL J. SEGAL

DAVID M. SILK

 ROBIN PANOVKA

 DAVID A. KATZ

 ILENE KNABLE GOTTS

JEFFREY M. WINTNER

 TREVOR S. NORWITZ

BEN M. GERMANA

 ANDREW J. NUSSBAUM

RACHELLE SILVERBERG

 STEVEN A. COHEN

DEBORAH L. PAUL

 DAVID C. KARP

RICHARD K. KIM

 JOSHUA R. CAMMAKER

MARK GORDON

 JOSEPH D. LARSON

LAWRENCE S. MAKOW

 JEANNEMARIE O’BRIEN

WAYNE M. CARLIN

 STEPHEN R. DiPRIMA

NICHOLAS G. DEMMO

 IGOR KIRMAN

JONATHAN M. MOSES

 51 WEST 52ND STREET

NEW YORK, N.Y. 10019-6150

TELEPHONE: (212) 403 - 1000

FACSIMILE: (212) 403 - 2000

 T. EIKO STANGE

 JOHN F. LYNCH

WILLIAM SAVITT

 ERIC M. ROSOF

GREGORY E. OSTLING

 DAVID B. ANDERS

ANDREA K. WAHLQUIST

 ADAM J. SHAPIRO

NELSON O. FITTS

 JOSHUA M. HOLMES

DAVID E. SHAPIRO

 DAMIAN G. DIDDEN

IAN BOCZKO

 MATTHEW M. GUEST

DAVID E. KAHAN

 DAVID K. LAM

BENJAMIN M. ROTH

 JOSHUA A. FELTMAN

ELAINE P. GOLIN

 EMIL A. KLEINHAUS

KARESSA L. CAIN

 RONALD C. CHEN

 GORDON S. MOODIE

DONGJU SONG

 BRADLEY R. WILSON

GRAHAM W. MELI

 GREGORY E. PESSIN

CARRIE M. REILLY

 MARK F. VEBLEN

VICTOR GOLDFELD

 EDWARD J. LEE

BRANDON C. PRICE

 KEVIN S. SCHWARTZ

MICHAEL S. BENN

 SABASTIAN V. NILES

ALISON ZIESKE PREISS

 TIJANA J. DVORNIC

JENNA E. LEVINE

 RYAN A. McLEOD

 GEORGE A. KATZ (1965-1989)

JAMES H. FOGELSON (1967-1991)

 LEONARD M.
ROSEN (1965-2014)

 OF
COUNSEL

 WILLIAM T. ALLEN

MARTIN J.E. ARMS

 MICHAEL H. BYOWITZ

PETER C. CANELLOS

 DAVID M. EINHORN

KENNETH B. FORREST

 THEODORE GEWERTZ

DAVID GRUENSTEIN

 RICHARD D. KATCHER

MEYER G. KOPLOW

 DOUGLAS K. MAYER

ROBERT B. MAZUR

 MARSHALL L. MILLER

PHILIP MINDLIN

 ROBERT M. MORGENTHAU

DAVID M. MURPHY

 DAVID S. NEILL

BERNARD W. NUSSBAUM

 LAWRENCE B. PEDOWITZ

ERIC S. ROBINSON

 PATRICIA A. ROBINSON*

ERIC M. ROTH

 PAUL K. ROWE

DAVID A. SCHWARTZ

 MICHAEL W. SCHWARTZ

STEPHANIE J. SELIGMAN

 ELLIOTT V. STEIN

WARREN R. STERN

 PATRICIA A. VLAHAKIS

ANTE VUCIC

 AMY R. WOLF

* ADMITTED IN THE DISTRICT OF COLUMBIA

COUNSEL

 DAVID M. ADLERSTEIN

AMANDA K. ALLEXON

 LOUIS J. BARASH

FRANCO CASTELLI

 DIANNA CHEN

ANDREW J.H. CHEUNG

 PAMELA EHRENKRANZ

UMUT ERGUN

 KATHRYN GETTLES-ATWA

ADAM M. GOGOLAK

 PAULA N. GORDON

NANCY B. GREENBAUM

 MARK A. KOENIG

LAUREN M. KOFKE

 J. AUSTIN LYONS

ALICIA C. McCARTHY

 S. CHRISTOPHER SZCZERBAN

JEFFREY A. WATIKER

 AUSTIN T. WITT

 DIRECT DIAL: (212) 403-1117

DIRECT FAX: (212) 403-2117

E-MAIL: RCCHEN@WLRK.COM

 January 18, 2017

Amanda Ravitz

 Assistant Director

Office of Electronics and Machinery

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Varex Imaging Corporation

 Amendment No. 4 to Registration Statement on Form 10-12B

 Filed January 12, 2017

File No. 001-37860

Dear Ms. Ravitz:

 On behalf of our client,
Varex Imaging Corporation (the “Company”), a Delaware corporation, we are providing the Company’s responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) set forth in your letter, dated January 17, 2017, with respect to the Company’s Registration Statement on Form 10 (File No. 001-37860) (the “Registration
Statement”).

 Amanda Ravitz

 January 18,
2017

  Page
 2

 This letter is being filed electronically via the EDGAR system today. In
addition to the EDGAR filing, we are delivering a hard copy of this letter. For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by the Company’s response. Terms not otherwise defined in
this letter shall have the meanings set forth in the information statement filed as Exhibit 99.1 (the “Information Statement”).

Exhibit 99.1

 Acquisition of PerkinElmer’s
Medical Imaging Business, page 10

1.
With respect to the acquisition of the PerkinElmer businesses and the related financing, please tell us your consideration of including audited financial statements of those businesses in the filing under Item 3-05 of Regulation S-X along with the related pro forma financial information under Item 11-01 of Regulation S-X.

 Item 3-05 of Regulation S-X requires audited historical financial statements and
S-X Article 11 pro forma financial information for a business combination that has occurred or is deemed to be probable of occurring to be provided in a registration statement only if the business acquired or to be acquired exceeds 50% significance.
The Company’s significance calculations set forth below with respect to the acquisition of PerkinElmer’s medical imaging business were based on the estimated balance sheet and income statement of PerkinElmer’s medical imaging business
as of and for the year ended January 3, 2016 as compared to the Company’s balances as of and for the year ended September 30, 2016, which represents the most recently completed fiscal year ends for both companies. The balances for PerkinElmer
used in these calculations are management’s current best estimates, but have not been audited on a stand-alone basis and could be subject to change in the final audited historical financial statements of PerkinElmer’s medical imaging
business. A summary of the Company’s analysis with respect to the significance tests is below.

 Under the asset test, based upon an
estimated $155 million in assets for PerkinElmer’s medical imaging business and $622 million of Company assets, the acquisition is 25% significant.

Under the income test, based on an estimated $29 million in income for the PerkinElmer business and $105 million for the Company, the
acquisition is 28% significant.

 Under the investment test, based on the acquisition consideration of $276 million and $622 million of
Company assets, the acquisition is 44% significant.

 Based upon these calculations, the highest percentage is from the investment test
which is 44% significant; the other two percentages are each below 30%. Therefore, no historical financial statements of the PerkinElmer medical imaging business or S-X Article 11 pro forma financial
information are required to be filed prior to closing of the acquisition. Following the closing of the acquisition, the Company will file the necessary audited and any interim period historical financial statements of the acquired business along
with the S-X Article 11 pro forma financial information.

 Amanda Ravitz

 January 18,
2017

  Page
 3

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any
questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 403-1117 or by email at RCChen@wlrk.com.

Very truly yours,

 /s/ Ronald C. Chen

Ronald C. Chen

cc:
John W. Kuo, Senior Vice President, General Counsel and Corporate Secretary, Varian Medical Systems, Inc.

Kimberley E. Honeysett, Vice President and Associate General Counsel, Chief Counsel, Corporate Services, Varian Medical Systems, Inc.

David C. Karp, Wachtell, Lipton, Rosen & Katz

Mail Stop 3030

January 17, 2017

Sunny S. Sanyal
President and Chief Executive Officer
Varex Imaging Corporation
1678 S. Pioneer Road
Salt Lake City, Utah 84014

Re: Varex Imaging Corporation
Amendment No.4 to Registration Statement on Form 10 -12B
Filed January 12, 2017
  File No. 001-37860

Dear Mr. Sanyal :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

Exhibit 99.1

Acquisition of PerkinElmer’s Medical Imaging Business, page 10

1. With respect to the acquisition of the PerkinElmer businesses and the related financing,
please tell us your consideration of including audited financial statements of those
businesses in the filing under Item 3 -05 of Regulation S -X alon g with the related pro
forma financial information under Item 11 -01 of Regulation S -X.

Sunny S. Sanyal
Varex Imaging Corporation
January 17, 2017
Page 2

 You may contact Dennis Hult at (202) 551 -3618 or Kate Tillan, Assistant Chief
Accountant, at (202) 551 -3604 if you have questions regarding comments on the financial
statements and related matters.  Please contact Tim Buchmiller  at (202) 551 -3635 or Daniel
Morris, Special Counsel, at (202) 551 -3314 with any other questions.

Sincerely,

 /s/ Dan Morris for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Ronald C. Chen, Esq.
 Wachtell, Lipton, Rosen & Katz

Mail Stop 3030

October 27, 2016

Sunny S. Sanyal
President and Chief Executive Officer
Varex Imaging Corporation
1678 S. Pioneer Road
Salt Lake City, Utah 84014

Re: Varex Imaging Corporation
Amendment No.1 to Registration Statement on Form 10 -12B
Filed October 11, 2016
  File No. 001-37860

Dear Mr. Sanyal :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

Form 10

1. We note your responses to prior comments 1, 8 and 11.  Please be advised that we may have
further comments after you provide the information and exhibits in a future amendment in
response to those comments.

Exhibit 99.1

Reasons for the Separation, page 14

2. We note your response to prior comment 4, howev er, your related revised disclosure does
not appear to add any substantive disclosure as to why the Varian Medical board
determined to complete the spin -off at this time if the conditions supporting the decision
have existed previously.  Please revise your  disclosure as appropriate.

Sunny S. Sanyal
Varex Imaging Corporation
October 2 7, 2016
Page 2

 You may contact Dennis Hult at (202) 551 -3618 or Kate Tillan, Assistant Chief
Accountant, at (202) 551 -3604 if you have questions regarding comments on the financial
statements and related matters.  Please contact Tim Buchmille r at (202) 551 -3635 or Daniel
Morris, Special Counsel, at (202) 551 -3314 with any other questions.

Sincerely,

 /s/ Daniel Morris for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Ronald C. Chen, Esq.
 Wachtell, Lipton, Rosen & Katz

Mail Stop 3030

September 7, 2016

Sunny S. Sanyal
President and Chief Executive Officer
Varex Imaging Corporation
1678 S. Pioneer Road
Salt Lake City, Utah 84014

Re: Varex Imaging Corporation
Registration Statement on Form 10 -12B
Filed August 11, 2016
  File No. 001-37860

Dear Mr. Sanyal :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circums tances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

Form 10

1. File a materially complete document as your next amendment, including all  required
exhibits.  In particular, complete the missing information from the significant number of
blanks .

Exhibit 99.1

Varex Imaging Corporation, page 8

2. Please revise the opening paragraphs of this section, where appropriate, to disclose
Varex’s earni ngs for the most recently completed fiscal year and the applicable stub
period.

Sunny S. Sanyal
Varex Imaging Corporation
September 7, 2016
Page 2

 Information Statement Summary, page 8

3. In an appropriate location in your summary, please clarify how the amount of the cash
consideration and the amount of the borrowing cap acity under the credit facility will be
determined.

Reasons for the Separation, page 14

4. Disclose why the Varian Medical board determined to complete the spin -off at this time
if the conditions supporting the decision have existed  previously.

Overview, page 58

5. In an appropriate location in your information statement, please disclose the new
products that you are currently introducing to the market that are referred to in the first
full paragraph on page 59.

Intellectual Property, page 70

6. Clarify if th e patents and patent applications described in this section with be transferred
to Varex and disclose the duration of the material patents that you will hold.  Also,
disclose how licenses could be terminated and the portion of your business affected by
those licenses and the portion of your business represented by the royalty -bearing
licenses that you will hold.

Environmental Matters, page 70

7. Clarify the percentage of the liabilities related to the CERCLA sites that you will be
obligated to reimburse Vari an.  If known, please quantify your potential liability.

Agreements with Varian , page 102

8. File the supply/distribution agreements and the co -marketing/licensing agreement
described in this section as exhibits to you r registration statement.

Trading Betw een the Re cord Date and Distribution Date, page 114

9. Disclose what happens to “ex -distribution” and “when -issued” trades if you determine
not to proceed with the distribution .

Sunny S. Sanyal
Varex Imaging Corporation
September 7, 2016
Page 3

 Material U.S. Federal Income Tax Consequences, page 116

10. Please revise your disclosure to indicate, if true, that you do not intend to seek a ruling as
to the tax consequences of the spin -off because the IRS no longer provides such rulings
for spin -off transactions.

Description of Material Indebtedness, page 120

11. Please file the credit agreement described in this section as an exhibit to you r registration
statement.

Report of Independent Registered Public Accounting Firm, page F -2

12. Please revise to provide an audit report stat ing that the audit was conducted in ac cordance
with the standards of the Public Company Accounting Oversight Board (United States),
and not the auditing standards  of the PCAOB as currently indicated.   Refer to AS 1.

We urge all persons who are responsible for the accuracy and adequacy of the  disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s  disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and a ccuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense i n any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Sunny S. Sanyal
Varex Imaging Corporation
September 7, 2016
Page 4

 You may contact Dennis Hult at (202) 551 -3618 or Kate Tillan, Assistant Chief
Accountant, at (202) 551 -3604 if you have questions regarding comments on the financial
statements and related matters.  Please contact Tim Buchmiller  at (202) 551 -3635 or Daniel
Morris, Special Counsel, at (202) 551 -3314 with any other questions.

Sincerely,

 /s/ Daniel Morris for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Ronald C. Chen, Esq.
 Wachtell, Lipton, Rosen & Katz