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A World Leader in Imaging Components

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Page 1: A World Leader in Imaging Components€¦ · uncertainties that could cause our actual results to differ materially from those anticipated. Such risks and uncertainties incl ude the

A World Leader in Imaging Components

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Forward-Looking StatementsThis presentation contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Among others, statements concerning industry outlook and information relating to Varex Imaging Corporation’s (the “company”) goals; priorities; financial results; conditions and assumptions; earnings guidance, future tax rates, growth opportunities; demand for the company’s products; the company’s future orders, revenues, product volumes, or earnings growth or other future financial results or performance; the ability of the company's technology and products to achieve stated results or outcomes; customer service andinnovation plans; customer relationships, including the ability to attract new customers and retain current customers; addressable markets, the impact of the acquisition of the PerkinElmer medical imaging business on the company’s financial results; the ability to obtain regulatory and third party approvals and any statements using the words “anticipate,” “plan,” “estimate,” “expect,” “target”, “assume,” “opportunity,” “will,” “should,” “projected,” or similar statements are forward-looking statements that involve risks and uncertainties that could cause our actual results to differ materially from those anticipated. Such risks and uncertainties include the ability to continue to find markets for our products; effectively integrate the products of PerkinElmer's imaging business into the company’s product offerings and sales and marketing operations; recognize the intended benefits and synergies of the acquisition; and retain the services of key acquired personnel; global economic conditions; demand for and delays in delivery of products of the company or its customers; the company’s ability to develop, commercialize and deploy new products; the impact of reduced or limited demand by purchasers of certain X-ray products; the impact of competitive products and pricing; the outcome of the corporate tax reform recently passed into law; and the other risks listed from time to time in the company’s filings with the U.S. Securities and Exchange Commission, which by this reference are incorporated herein. Any forward-looking statements made by us in this presentation speak only as of the date made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The company assumes no obligation to update or revise the forward-looking statements in this presentation because of new information, future events, or otherwise.

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WHO WE AREOur mission at Varex Imaging is to be the world’s leader in imaging components through the delivery of high quality products that enable our customers’ success

X-ray Imaging Innovators250+ patents~25% of employees are engineers

Relationship Builders• Work with >90% of X-ray

imaging OEMs• 40+ year partnerships with top

5 customers

Efficient Manufacturers>25,000 X-ray Tubes/year>21,000 Flat Panel Detectors/year>100,000 HV Cable Assemblies/year

Product Portfolio Leaders• Extensive portfolio of critical

imaging components• Broad breadth of complementary

accessory products

+2000 Employees

20+ Global LocationsMfg in US, EU, and

APAC

65+ years in X-ray Imaging Components

HQ in Salt Lake City, UT USA

65+

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TWO PRIMARY MARKETS

Medical

Industrial

applications include

We partner with medical, dental, and veterinary

OEMs to help bring their products to market

faster with our imaging components and

technology.

Varex Imaging partners with many system

integrators on the industrial, cargo security,

and airport security industries to provide key

imaging components.

Mammography

CT Digital X-Ray

Mobile C-armsx-ray tubes • detectors • software & workstations • cables & interconnects • collimators

x-ray tubes • detectors • linear accelerators • specialized software Industrial Inspection

Cargo ScreeningManufacturing Inspection

Security Inspection

80%

20%

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How We Win inMedical

• Pioneers in digital detectors

• Innovation leaders in CT

• Broad product portfolio

• Manufacturing scale

• Subsystem solutions for

speed-to-market

Market Trends

— China healthcare expansion, e.g., CT

— Emerging market expansion

— Portability and improved workflow

— Increasing global adoption of digital technology

— Productivity and total cost of ownership

— Dose reduction vs. Clinical efficacy

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How We Win inIndustrial & Security

• Innovation in X-ray imaging technologies for new applications

• Provider of choice for digital detectors

• Requested brand in tenders

• Committed customer partnerships

• Reliability and up-time

Market Trends

— New requirements for material discrimination and throughput for airport baggage screening are expanding the use of CT

— Increased demand for cargo inspection atports & borders

— New applications for the use of X-ray imagingto drive productivity in non-destructivetesting and inspection in manufacturing

— New applications for X-ray technologies in sterilization and food inspection

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FY2017

2QFY2018

Q2 Highlights2QFY18Financial Results

Revenues +30% to $201M

EPS of $0.32Adjusted EPS* of $0.45

YTD Cash from operations of $46MYTD FCF of $39M

FY17 Financial ResultsRevenues +13% to $698M

EPS of $1.36; Adjusted EPS* of $1.80

Cash from operations of $75MFCF of $55M

*See - reconciliation between GAAP and adjusted financial measures in appendix of this presentation

2QFY18 revenues +30% and exceeded expectations.

Revenues would have been +5% if acquired imaging business revenues has been included in the prior year quarter.

Added pricing agreements in 2Q: $10M of digital detectors for European market & $50M of X-ray tubes and digital detectorsfor China market.

Includes new pricing agreement for CTtubes; brings total to 5 agreements to date.

2Q increase led by higher sales of products for the CT, industrial and oncology markets. Partially offsetting was a decline in products for the radiographic market.

3-D dental imaging digital detector revenue returned to historic levels in 2Q and were +50% from 1QFY18.

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Growth Driver: Deep Customer Relationships

Early engagement in customers’ Product Development Cycle

Continuous Replacement Cycles due to product end of life and/or technology advances

Engaged in several projects with customers at any time; in various stages of development cycle and in multiple modalities

Many customer touch points, including account management, customer service, technical support, and engineering support

Product Development Cycle

System released for sale

Volume deliveries begin

Component “Replacement Cycle” begins

System “Refresh Cycle” begins

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Growth Driver: China’s Healthcare Reform Initiatives

Key Growth Statistics

Government focused on improving delivery of healthcare services including imaging systems [Made In China 2025 - Center for Strategic and International Studies]

• Started with general radiographic imaging• Transitioning to expansion of CT as a modality of choice; estimate of

un-met need for +25,000 new CT systems

Government preference for local Chinese manufacturers, so business will transfer from global OEMs to local OEMs

• Varex engaged with most significant imaging OEMs who are developing CTs for local market

• CT subsystems, technical support help deliver speed-to-market• To date 5 three-year pricing agreements valued at +$120M

Expanding investment in personnel and manufacturing infrastructure to support these customers

China @ 10% of FY17 revenues

CT system growth at 6%+

Growth rate for CT tubes to be more than double due to replacements

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Growth Driver: Changing Flat Panel Detector Landscape

Market trends driving digital adoptionIncreasing global adoption of digital detectors driven by

• Legislative incentives• Improved workflow, efficiency, dose reduction

Innovation driving refreshes• Large analog installed base…at current rates, 8-10 years for first time digital use• Initial adoption followed by replacements with newer technologies• Excess capacity for radiographic detectors driving down costs

Varex well positioned to meet growing demand with broad portfolio and multiple detector technologies (A-Si and CMOS)

Shipped over 175,000 digital detectors

Dynamic

Static

Analog vs Digital Annual Units

58,000

33,000~60%

~43%63,000

42,000~67%

~55%

2017 2021 P

Analog New SystemsDigital New Systems Digital Retrofit

~30% ~24%

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Acquisition Growth

Completed 4 acquisitions in

past 3 years resulting in >$200M in revenue growth

Strategically expanding product and technology capabilities to provide customers with most

complete X-ray imaging component offering

Consolidation PerkinElmer Imaging Business acquisition grew digital detector revenues by 55% to ~$400M

Opportunities: OEM divestitures, detector manufacturers

Portfolio ExpansionMeVis acquisition expanded portfolio into imaging software post processing

Claymount acquired for complementary imaging products such as high voltage cables and collimators

Opportunities: Additional x-ray imaging components, software, new imaging technologies

Adjacent OpportunitiesAcquisitions that leverage Varex brand, technology and manufacturing expertise

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INTRODUCING OUR 2017SUSTAINABILITYREPORTOur innovative business comes with important responsibilities. To improve transparency and drive continuous improvement, we are pleased to publish our first Sustainability Report as Varex Imaging Corporation.

The report is designed to meet Global Reporting Initiative (GRI) best practice standards in sustainability reporting and has been externally assured. It describes our new Strategy and targets and summarizes our key achievements for the period January 1 2017 to December 31 2017.

Download the full report at www.vareximaging.com/sustainability. We would love to hear what you think.

OUR STRATEGY

Our Sustainability Strategy aims to embed sustainability in every part of our business. It is focused on the four areas where we can have the greatest positive impact and aim to benefit people and the planet.

HELPING SECURE

A HEALTHIER, SAFER FUTURE

PROTECTING THE ENVIRONMENT

Minimizing our environmental

footprint and support the

transition to a circular economy

INSPIRING INNOVATION

Innovating with our customers for a healthier, safer future

ACTING WITH INTEGRITY

Building a trusted and responsible business

EMPOWERING PEOPLE AND

COMMUNITIESInvesting in human potential and thriving communities

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Investment Highlights

Global leader in X-ray imaging components

Comprehensive portfolio in both medical and industrial; global reach

Plan for above-market growth

Organic & Inorganic; targeting 5% long-term growth

Growing global markets

Well positioned in current $4B addressable medical component market and $1B industrial component market

Deep relationships with leading OEMs

Average customer relationship beyond 20 years

Strong and experienced leadership team

65+ years in imaging components business; leadership averaging over 24 years in industry

Track record of growth & operational excellence

10 year sales CAGR of 9% (’07-’17)

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Medical X-Ray tubes

Industrial X-Ray Tubes

Linear Accelerators

Solution Lines

X-Ray Sources

Connect & Control

Digital Detectors

Radiographic detectors

Dynamic flat panel detectors

Industrial detectors

Software & Services

Image processing & diagnostic workstations

3D visualization

Image analysis

High-voltage cables & connectors

Collimators

AECs

Buckys

Mammo Paddle

~ 45% revenue [FY17] ~ 45% revenue [FY17] ~ 5% revenue [FY17] ~ 5% revenue [FY17]

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Experienced Leadership

~2000 employees

76% of employees in R&D and production

Strong leadership team with an average of over 24

years professional experience in healthcare

Employees by function

Manufacturing 57%

R&D 19%

Sales & Marketing 11%

G & A 13%

Brian GiambattistaGM / Digital

Detectors28 years

Mark JonaitisGM / X-ray

Sources33 years

Marcus KirchhoffGM / Software &

Services23 years

Clarence VerhoefCFO

35 years

Sunny SanyalCEO

27 years

Carl LaCasceGlobal

Sales & Marketing28 years

Chad HolmanHuman Resources

22 years

Kim HoneysettGeneral Counsel

and Secretary16 years

Joel NijenhuisGM / Connect &

Control19 years

Victor GarciaRegulatory &

Quality Assurance20 years

Shaohua Liang VP / Managing Director China

35 years

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Capital Structure2QFY18

Free Cash Flow ($000)

Cash conversion ratio for FY17 was 111%

Credit Facility Structure:

$400M term loan and $200M revolving credit

Gross debt outstanding was reduced during 1H FY18 by $68M to end the quarter at $426M

Available revolving credit was $154M

Other Data (quarter-end 2QFY18):

Cash and cash equivalents were $55M

Interest rate on fixed debt was 4.2%

Interest rate on floating debt was 4.4% (Libor plus margin)

$600M 5-Year Credit Facility

$13.5

$27.1

$18.0

$40.0

$5.5

-$1.7 -$0.9

-$12.6

-$2.6 -$4.3

-$20

-$10

$0

$10

$20

$30

$40

$50

2Q'17 3Q'17 4Q'17 1Q'18 2Q'18Cash Flow from Operations Cash Used for Capital Spending

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Annual Financial Highlights ($000s in millions, except per share data)

Revenues Medical 534$ 84% 506$ 82% 557$ 80% Industrial 98 16% 114 18% 141 20% Total revenues 632$ 620$ 698$

Gross Margin Medical 207$ 39% 196$ 39% 194$ 35% Industrial 44 45% 53 46% 60 43% Total gross margin 251$ 40% 248$ 40% 254$ 36% Adjusted gross margin NA 250$ 40% 264$ 38%

Operating Expenses Research and development 50$ 8% 54$ 9% 67$ 10% Selling, general and administrative 73 12% 86 14% 103 15% Total operating expenses 123 19% 139 22% 170 24% Operating earnings 128$ 20% 109$ 18% 84$ 12% Adjusted operating expenses NA 117$ 19% 108$ 15%

Net Earnings Net earnings 80$ 69$ 52$ Diluted net earnings per share 2.12$ 1.82$ 1.36$

Adjusted net earnings NA 74$ 68$ Adjusted diluted net earnings per share NA 1.96$ 1.80$

Dilutive shares outstanding 37.7 37.7 38.0

Other Data Cash flow from operations 85$ 74$ 75$ Free cash flow 51$ 45$ 54$ Total debt outstanding -$ -$ 484$

Fiscal Year2016

Fiscal Year2017

Fiscal Year2015

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Quarterly Performance

See reconciliation table on next slide.

FY2018($000 in thousands, except EPS data) 1Q17 % 2Q17 % 3Q17 % 4Q17 % 1Q18 % 2Q18 %Revenues Medical 131.7$ 84% 125.7$ 81% 134.7$ 79% 164.4$ 76% 139.2$ 84% 158.5$ 79% Industrial 25.7 16% 29.1 19% 35.4 21% 51.3 24% 37.0 16% 42.7 21% Total revenues 157.4 154.8 170.1 215.7 176.2 201.2 Gross Margin Medical 47.1 36% 44.6 35% 45.3 34% 56.5 34% 46.4 36% 53.5 34% Industrial 11.7 46% 13.0 45% 14.2 40% 21.3 42% 15.1 46% 16.6 39% Total gross margin 58.8 37% 57.6 37% 59.5 35% 77.8 36% 61.5 35% 70.1 35% Total adjustments, net 0.6 0.6 4.4 5.1 2.4 2.4 Adjusted Gross Margin 59.4 38% 58.2 38% 63.9 38% 82.9 38% 63.9 36% 72.5 36%Operating Expenses: Research and development 13.3 8% 14.4 9% 17.7 10% 21.9 10% 19.7 11% 22.0 11% Selling, general and administrative 26.9 17% 19.7 13% 26.3 15% 29.2 14% 28.2 16% 30.9 15% Total operating expenses 40.2 26% 34.1 22% 44.0 26% 51.1 24% 47.9 27% 52.9 26%Operating Earnings 18.6 12% 23.5 15% 15.5 9% 26.7 12% 13.6 8% 17.2 9% Total adjustments, net 4.6 1.9 8.8 8.8 4.6 6.5 Adjusted Operating Earnings 23.2 15% 25.4 16% 24.3 14% 32.3 15% 18.2 10% 23.7 12%Interest and other income (expense), net (0.3) (1.1) 0.3 (8.4) (6.5) (1.5) Earnings before taxes 18.3 22.4 15.8 18.3 7.1 15.7 (Benefit) taxes on earnings* 7.1 7.4 5.1 3.2 (4.3) 3.4 Net earnings 11.2 7% 15.0 10% 10.7 6% 15.1 7% 11.4 6% 12.3 6%Less: Net earnings attributable to noncontrolling interests 0.1 - 0.1 0.1 0.1 0.1 Net earnings attributable to Varex 11.1$ 7% 15.0$ 10% 10.6$ 6% 15.0$ 7% 11.3$ 6% 12.2$ 6%Net earnings per common share attributable to VarexBasic 0.30$ 0.40$ 0.28$ 0.40$ 0.30$ 0.32$ Diluted 0.29$ 0.40$ 0.28$ 0.39$ 0.30$ 0.32$

Adjusted Net Earnings 13.9$ 9% 16.3$ 11% 16.6$ 10% 22.3$ 10% 8.6$ 5% 17.3$ 9%Adjusted Diluted Net Earnings per share 0.37$ 0.43$ 0.44$ 0.59$ 0.23$ 0.45$

Weighted Average common shares outstandingBasic 37.4 37.5 37.6 37.6 37.7 37.8 Diluted 37.7 37.8 38.0 38.0 38.2 38.4

FY2017

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Reconciliation between GAAP and Adjusted Financial Measures (unaudited)

(In millions, except per share amounts) March 30, 2018 March 31, 2017GROSS MARGIN RECONCILIATIONRevenues 201.2$ 154.8$ Gross margin 70.1$ 57.6$ Amortization of intangible assets 2.4 0.6 Adjusted gross margin 72.5$ 58.2$ Gross margin % 34.8% 37.2%Adjusted gross margin % 36.0% 37.6%

OPERATING EARNINGS RECONCILIATIONOperating Earnings 17.2$ 23.5$ Amortization of intangibles (includes amortization impacts to cost of revenues) 4.2 1.3 Separation costs — — Restructuring charges 1.7 — Acquisition and integration related costs 0.4 0.6 Other non-operational costs 0.2 —Total adjustments 6.5$ 1.9$ Adjusted operating earnings 23.7$ 25.4$ Operating earnings margin 8.5% 15.2%Adjusted operating earnings margin 11.8% 16.4%

NET EARNINGS AND DILUTED NETEARNINGS PER SHARE RECONCILIATIONNet earnings 12.2$ 15.0$ Total adjustments 6.5$ 1.9$ Effective tax rate during period 21.7% 33.0% Tax effects of adjustments (1.4)$ (0.6)$ Non-operational tax adjustments — —Adjusted net earnings 17.3$ 16.3$ Diluted net earnings per share 0.32$ 0.40$ Adjusted diluted net earnings per share 0.45$ 0.43$ Dilutive shares 38.4 37.8

Three Months Ended

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Discussion of Adjusted Non-GAAP Financial MeasuresThis presentation includes adjusted non-GAAP financial measures derived from our Condensed Consolidated Statements of Earnings. These measures are not presented in accordance with, nor are they a substitute for U.S. generally accepted accounting principles, or GAAP. These adjusted measures include: adjusted gross margin; adjusted operating earnings; adjusted operating earnings margin; adjusted net earnings; and adjusted net earnings per diluted share. We are providing a reconciliation above of each adjusted financial measure used in this earnings release to the most directly comparable GAAP financial measure. We are unable to provide without unreasonable effort a reconciliation of adjusted guidance measures to the corresponding GAAP measures on a forward-looking basis due to the potential significant variability and limited visibility of the excluded items discussed.

We utilize a number of different financial measures, both GAAP and adjusted, in analyzing and assessing the overall performance of our business, in making operating decisions, and forecasting and planning for future periods. We consider the use of the adjusted measures to be helpful in assessing the performance of the ongoing operation of our business by excluding unusual and one-time costs. We believe that disclosing adjusted financial measures provides useful supplemental data that allows for greater transparency in the review of our financial and operational performance. We also believe that disclosing adjusted financial measures provides useful information to investors and others in understanding and evaluating our operating results and future prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies.

Adjustments to GAAP measures include the following items:

Amortization of intangible assets: We do not acquire businesses and assets on a predictable cycle. The amount of purchase price allocated to intangible assets and the term of amortization can vary significantly and are unique to each acquisition or purchase. We believe that excluding amortization of intangible assets allows the users of our financial statements to better review and understand the historic and current results of our operations, and also facilitates comparisons to peer companies.

Purchase price accounting charges to cost of revenues: We may incur charges to cost of revenues as a result of acquisitions. We believe that excluding these charges allows the users of our financial statements to better understand the historic and current cost of our products, our gross margin, and also facilitates comparisons to peer companies.

Separation costs: We separated from Varian Medical Systems on January 30, 2017 and incurred non-operational expenses associated with the separation. We believe that excluding separation costs allows the users of our financial statements to better understand the historic and current results of our operations, and also facilitates comparisons to peer companies.

Restructuring charges: We incur restructuring charges that result from events, which arise from unforeseen circumstances and/or often occur outside of the ordinary course of our on-going business. Although these events are reflected in our GAAP financials, these unique transactions may limit the comparability of our on-going operations with prior and future periods.

Acquisition and integration related costs: We incur expenses or benefits with respect to certain items associated with our acquisitions, such as transaction costs, changes in the fair value of contingent consideration liabilities, gain or expense on settlement of pre-existing relationships, etc. We exclude such expenses or benefits as they are related to acquisitions and have no direct correlation to the operation of our on-going business. We also incur expenses or benefits with respect to certain items associated with our acquisitions, such as integration costs relating to acquisitions for any costs incurred prior to closing and up to 12 months after the closing date of the acquisition.

Impairment charges: We may incur impairment charges that result from events, which arise from unforeseen circumstances and/or often occur outside of the ordinary course of our on-going business and such charges may limit the comparability of our on-going operations with prior and future periods. We did not incur any impairment charges during the periods presented.

Non-Operational Tax Adjustments: Certain tax items may be non-recurring, unusual, infrequent and directly related to an event that is distinct and non-reflective of the Company’s normal business operations, including the enactment of the Tax Cuts and Jobs Act in December 2017. These may include such items as the retroactive impact of significant changes in tax laws, including changes to statutory tax rates and one-time tax charges.

Other Non-Operational Costs: Certain items may be non-recurring, unusual, infrequent and directly related to an event that is distinct and non-reflective of the Company’s normal business operations. These may include such items as include legal settlements, environmental settlements, governmental settlements including tax settlements and other items of similar nature. We did not include any other non-operational costs during the periods presented.

Tax effect of Adjustments: We apply our GAAP consolidated effective tax rate to our adjusted financial measures as our historical annual consolidated effective tax rate has remained fairly consistent, and is expected to remain consistent for the foreseeable future. If applicable, this application of our effective tax rate excludes any discrete items related to tax reform any other Non-Operational Tax Adjustments including any tax settlements.