SecProbe.io

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 July 2, 2025

Eric Guerin
Chief Financial Officer
RB Global, Inc.
Two Westbrook Corporate Center, Suite 500
Westchester, IL 60154

 Re: RB Global, Inc.
 Form 10-K for fiscal year ended December 31, 2024
 File No. 001-13425
Dear Eric Guerin:

 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 Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 RB Global, Inc.

 2 Westbrook Corporate Center
Westchester, IL

 Tel: 708-492-7282

 rbglobal.com

 June 18, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Scott Stringer and Joel Parker

 Re:
 RB Global, Inc.

 Form 10-K for fiscal year ended December 31,
2024

 File No. 001-13425

 Ladies and Gentlemen:

 We submit this letter in response to comments from the staff of the
United States Securities and Exchange Commission (the "Staff") to RB Global, Inc. (the "Company," "we,"
or "our") received by letter dated June 5, 2025 (the "Comment Letter"), relating to the above referenced Annual
Report on Form 10-K for the annual period ended December 31, 2024 filed on February 26, 2025 (the "2024 Annual Report"). For
your convenience, we have repeated the comments contained in the Comment Letter before the Company's response. Page references herein
correspond to the page of the 2024 Annual Report.

 Form 10-K for fiscal year ended December 31, 2024

 Notes to Consolidated Financial Statements

 5. Segment Information, page 73

 1. Please provide us with a detailed analysis of how you
determined you have one operating and reportable segment and revise your disclosure as applicable. In doing so explain whether you considered
geography or sectors as operating segments and clarify why your goodwill reporting units, Ritchie Bros, IAA and Services, do not qualify
as separate segments. Refer to ASC 280-10-50-1 through 50-9.

 Company response:

 We acknowledge the Staff's comment and respectfully advise the
Staff that the Company has assessed its operating and reportable segments pursuant to ASC 280 and concluded it has one operating and reportable
segment. Our detailed analysis of how we determined this is as follows:

 Operating Segments

 ASC 280-10-50-1 states that "An operating segment is a component
of a public entity that has all of the following characteristics:

 a. It engages in business activities from which it may recognize revenues and incur expenses (including revenues and expenses relating
to transactions with other components of the same public entity).

 b. Its operating results are regularly reviewed by the public entity's chief operating decision maker to make decisions about
resources to be allocated to the segment and assess its performance.

 c. Its discrete financial information is available."

 Each of these criteria has been assessed as follows:

 a. It engages in business activities from which it may recognize
revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity)

 The Company considered whether the criteria in ASC 280-10-50-1(a) would
apply to any of the Company's components, including Ritchie Bros., IAA, and those businesses included as part of the Services reporting
unit, and as a result would require further consideration over whether it may be an operating segment. The Company concluded that its
components engage in business activities from which they earn revenues and incur expenses.

 b. Its operating results are regularly reviewed by the public entity's
chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance

 In assessing this criterion, the Company first identified its Chief
Operating Decision Maker ("CODM") pursuant to the guidance in ASC 280-10-50-5, which states:

 "The term chief operating decision maker identifies
a function, not necessarily a manager with a specific title. That function is to allocate resources to and assess the performance of the
segments of a public entity. Often the chief operating decision maker of a public entity is its chief executive officer or chief operating
officer, but it may be a group consisting of, for example, the public entity's president, executive vice presidents, and others."

 The Company identified, and disclosed in its 2024 Annual Report, that
its CODM is its CEO, Jim Kessler, who is responsible for the following key operating decisions:

 · Determining the Company's overall strategy, including expanding into
new markets

 · Determining the organizational structure and providing direction to the executive
leadership team

 · Approving Company performance goals and compensation metrics

 · Evaluating Company performance

 · Determining how resources will be allocated across the organization

 · Approving and recommending the Company's annual budget and capital
plan to the Company's Board of Directors for approval

 Jim Kessler has been the Company's CEO since August 2, 2023.
The following roles report directly to the CODM (collectively referred to as the executive leadership team ("ELT")):

 · Chief
Financial Officer

 · Chief
Operating Officer

 · Chief
Revenue Officer

 · Chief
Technology Officer

 · Chief
Legal Officer

 · Chief
People Officer

 · Chief
Business Development Officer

 · EVP
 & Head of IAA Operations

 · EVP
 & Head of Global Product Management

 · Chief
Transformation Officer & Chief of Staff

 In 2024, the Company was organized by business function, such as finance
and accounting, legal, IT, human resources, sales, and operations. The functional areas operate on a companywide basis and support all
products and brands which comprise the Company's global marketplace that provides value-added insights, services, transaction solutions
for buyers and sellers of commercial assets and vehicles worldwide.

 The Company's organizational structure reflects the manner in
which the CODM evaluates performance and allocates resources, which is at the consolidated level. All of the CODM's direct reports,
with the exception of the EVP & Head of IAA Operations, have responsibility for consolidated functions. The EVP & Head of IAA
Operations is accountable only for IAA branch (i.e., salvage vehicle physical site location) operations, including branch operating costs,
assets, and headcount as well as compliance with service level agreements ("SLA") with automotive insurance company providers.
The EVP & Head of IAA Operations does not have accountability for IAA's revenues or other functional areas that are managed
on a consolidated basis such as finance and accounting, legal, IT, human resources, and operations.

 2

 In 2024, all members of the ELT (including the CODM) were compensated
through the Company's annual short-term and long-term incentive plans, where compensation is only tied to consolidated financial
measures and consolidated results of the Company. There were no CODM direct reports, who were compensated based on the financial results
of any sectors, geographies, or individual business activities.

 The following are regularly provided to the CODM:

 · Quarterly
 Business/Financial Review Report (the "Reporting Package"): Includes certain
 consolidated financial measures, including Gross Transaction Value ("GTV") 1 ,
 Revenue, Agency Proceeds 2 , adjusted cost of services, adjusted SG&A, adjusted
 gross margin, operating income, adjusted operating income, adjusted EBITDA, and adjusted
 EPS. The consolidated financial measures are compared to forecasted and prior period financial
 information, and reasons for the variances are highlighted in narrative form, which may include
 references to various businesses, sectors (such as Industrial and Salvage 3 ), or
 significant contracts, but only to the extent needed to explain the increase or decrease
 in the metric. Additionally, the Reporting Package includes certain consolidated metrics,
 including units sold, average selling price, agency proceeds rate, revenue per unit, and
 headcount information. The Reporting Package does not include the above information at any
 level below the consolidated level and does not include any profitability measures for IAA,
 Ritchie Bros., or Services. In addition, the Reporting Package includes capital expenditure
 on technology and properties, compared to forecasted and prior period financial information.

 The Board of Directors also receives the Reporting Package
on a quarterly basis.

 · Monthly
Forecast Review: Includes actual performance and forecasted financial information prepared on the same basis as the Reporting Package,
only at the consolidated level, for the CODM to review consolidated financial results compared to the most recently updated consolidated
forecast.

 The CODM also receives the following weekly reports which include both
financial and non-financial information; however, as set out below, these do not include any profitability measures:

 · IAA
Weekly Flash Primarily comprised of non-financial operating information intended to provide the CODM with a snapshot of IAA's operations
and performance in relation to SLAs with automotive insurance company providers. Non-financial operating information includes metrics
such as volume data, due date compliance, conversion rates, and branch KPI scores. Financial information included consists of GTV, average
tow cost per unit, and percentage change in average selling price.

 · Ritchie
Bros. Weekly GTV Dashboard: Primarily comprised of GTV and non-financial operating information (number of lots sold) intended to provide
the CODM with a snapshot of Ritchie Bros. channel volume. Financial information also includes percentage change in average selling price;
however, no cost information is included therein.

 The Annual Budget and Capital Plan is also prepared at a consolidated
level and is reviewed and approved by the CODM consistent with the manner in which the CODM reviews the ongoing results of the consolidated
business in the Reporting Package. The Annual Budget and Capital Plan only includes consolidated profitability measures and does not include
any component level profitability measures.

 1 GTV
represents total proceeds from all items sold on the Company's auctions and online marketplaces, third-party online marketplaces,
private brokerage services and other disposition channels. GTV is not a measure of financial performance, liquidity, or revenue, and
is not presented in the Company's consolidated financial statements in the 2024 Annual Report.

 2 Agency
Proceeds is calculated by subtracting the cost of inventory sold and certain ancillary and logistical service expenses from total revenues.

 3 Industrial
and Salvage generally conform with Ritchie Bros. and IAA, respectively.

 3

 In response to the Staff's question on whether geography or sectors
were considered as operating segments, the CODM does not regularly review operating results by sector or geography. Within Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations of the Company's 2024 Annual Report and Quarterly Earnings
Reports on Form 8-K, the Company discloses GTV and total lots sold by sector, as well as GTV by geography; however, operating results
are not disclosed or reviewed by the CODM regularly by sector or geography.

 Based on the foregoing, the Company concluded that its CODM reviews
operating results on a consolidated company basis to make key decisions about resources to be allocated to the business and assess its
performance.

 c. Its discrete financial information is available

 Discrete financial information is available for each of the Company's
components; however, as discussed above, the CODM does not regularly review discrete financial information for any of the Company's
components, sectors, or by geography.

 Considering the facts and circumstances noted above, the CODM operates
the business and makes resource allocation and performance assessment decisions only at the consolidated level. Accordingly, the CODM
does not evaluate the performance of the Company or allocate resources at any level below the consolidated level or based on the Company's
assets or liabilities.

 Reportable Segments

 ASC 280-10-50-10 states that "A public entity shall report
separately information about each operating segment that meets both of the following criteria:

 a. Has been identified in accordance with paragraphs 280-10-50-1
and 280-10-50-3 through 50-9 or results from aggregating two or more of those segments in accordance with the following paragraph

 b. Exceeds the quantitative thresholds in paragraph 280-10-50-12."

 As the Company has concluded it has a single operating segment, it
therefore has a single reportable segment.

 Reporting Units

 A reporting unit, as defined in ASC 350-20-20, is the level of reporting
at which goodwill is tested for impairment. A reporting unit is an operating segment or one level below an operating segment (also known
as a component).

 As part of identifying its reporting units, the Company identified
its segment management pursuant to the guidance in ASC 280-10-50-7, which states:

 "Generally, an operating segment has a segment manager
who is directly accountable to and maintains regular contact with the chief operating decision maker to discuss operating activities,
financial results, forecasts, or plans for the segment. The term segment manager identifies a function, not necessarily a manager with
a specific title."

 Considering this guidance, the Company determined that its segment
management included a subset of the ELT, which does not include the CODM.

 The Company considered the definition of a reporting unit under ASC
350-20-35-34:

 "A component of an operating segment is a reporting
unit if the component constitutes a business or a nonprofit activity for which discrete financial information is available and segment
management, as that term is defined in paragraph 280-10-50-7, regularly reviews the operating results of that component. Subtopic 805-10
includes guidance on determining whether an asset group constitutes a business."

 4

 Other than as discussed above, review of operating results for levels
below the consolidated level is not performed by, or including, the CODM. A sub-group of the ELT, excluding the CODM, regularly reviews
the operating results of each of Ritchie Bros., IAA and Services components in their role as segment management. Accordingly, the Company
concluded that it had three reporting units at December 31, 2024: Ritchie Bros., IAA, and Services. The Company's reporting units
therefore do not qualify as operating segments due to the varying definitions of operating segments and reporting units in ASC 280 and
ASC 350, respectively. The reporting units do not meet the criteria in ASC 280-10-50-1(b), as component operating results are not regularly
reviewed by the CODM to allocate resources and assess performance.

 8. Income Taxes, page 79

 2. Please disclose the domestic and foreign components
of your income before income tax expense. Refer to Rule 4-08(h)(1) of Regulation S-X.

 Company response:

 We acknowledge the Staff's comment and respectfully advise the
Staff that we will disclose the domestic 4 and foreign components of earnings before income tax in future filings.

 We note that in Footnote 8, "Income Taxes" the reader could
derive the information as we disclose the following , "Permanently reinvested undistributed pre-tax earnings of the Company's
foreign subsidiaries were approximately $297.6 million for the year ended December 31, 2024 (2023: $113.1 million; 2022:
$93.1 million)." In addition, we disclose consolidated earnings before tax of $550.1 million. The $297.6 million represents
our foreign earnings before tax, and the difference between that number and the consolidated earnings before tax of $550.1 million is
our total domestic earnings before tax of $252.5 million.

 4 As
stated in Note 1 to Rule 4-08(h)(1) of Regulation S-X, "foreign income (loss) is defined as income (loss) generated from a registrant's
foreign operations, i.e., operations that are located outside of the registrant's home country." The Company
is incorporated in Canada and theref

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 June 5, 2025

Eric Guerin
Chief Financial Officer
RB Global, Inc.
Two Westbrook Corporate Center, Suite 500
Westchester, IL 60154

 Re: RB Global, Inc.
 Form 10-K for fiscal year ended December 31, 2024
 File No. 001-13425
Dear Eric Guerin:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 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, 2024
Notes to Consolidated Financial Statements
5. Segment Information, page 73

1. Please provide us with a detailed analysis of how you determined you
have one
 operating and reportable segment and revise your disclosure as
applicable. In doing so
 explain whether you considered geography or sectors as operating
segments and
 clarify why your goodwill reporting units, Ritchie Bros, IAA and
Services, do not
 qualify as separate segments. Refer to ASC 280-10-50-1 through 50-9.
8. Income Taxes, page 79

2. Please disclose the domestic and foreign components of your income
before income
 tax expense. Refer to Rule 4-08(h)(1) of Regulation S-X.
 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.
 June 5, 2025
Page 2

 Please contact Scott Stringer at 202-551-3272 or Joel Parker at
202-551-3651 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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October 7, 2024
Darren Watt
General Counsel
RB GLOBAL INC.
Two Westbrook Corporate Center, Suite 500
Westchester, Illinois, USA 60154
Re:RB GLOBAL INC.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 28, 2024
File No. 001-13425
Dear Darren Watt:
            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 Life Sciences

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    Two Westbrook Corporate Center

    Suite #1000

    Westchester, IL 60154

    USA Toll-Free: +1.800.663.8457

    Canada Toll-Free: +1.800.663.1739

September 24, 2024

VIA EDGAR SUBMISSION

Rucha Pandit & Suzanne Hayes

Division of Corporation Finance

Office of Life Sciences

United States Securities and Exchange Commission

Washington, D.C 20549

Re: RB Global, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

Filed February 28, 2024

File No. 001-13425

Dear Ms. Rucha Pandit & Ms. Suzanne Hayes:

This letter is written in response to the comments included in your
letter dated September 20, 2024, regarding your review of RB Global, Inc.’s Forms 10-K referenced above. We have included your original
comments in bold text below for your convenience. References in this letter to “we,” “our,” “us” or
“the Company” are to RB Global, Inc. and its subsidiaries.

“Item 1C. Cybersecurity Governance, page 33

 1. We
                                            note your disclosure that your cybersecurity risk management and strategy processes are overseen
                                            by leaders from your Information Security, Information Technology, Product Management, Risk
                                            Management and Legal teams, including your CISO and CPTO. Please confirm that in future filings
                                            you will disclose the relevant expertise of each person and each team member responsible
                                            for assessing and managing material risks from cybersecurity threats in such detail as necessary
                                            to fully describe the nature of the expertise, including the amount of time served in relevant
                                            roles. Discussing the individuals’ experiences in the aggregate is not sufficient.
                                            Please see Item 106(c)(2)(i) of Regulation S-K.”

For future filings, we will disclose
the relevant expertise of each person and each team member responsible for assessing and managing material risks from cybersecurity threats
in such detail as necessary to fully describe the nature of the expertise, including the amount of time served in relevant roles, as set
forth in Item 106(c)(2)(i) of Regulation S-K.

Sincerely,

RB Global, Inc.

    /s/ Darren Watt

    September 24, 2024

    Darren Watt

    Date

    Chief Legal Officer

      rbglobal.com Page 1

September 20, 2024
Darren Watt
General Counsel
RB GLOBAL INC.
Two Westbrook Corporate Center, Suite 500
Westchester, Illinois, USA 60154
Re:RB GLOBAL INC.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 28, 2024
File No. 001-13425
Dear Darren Watt:
            We have reviewed your filing and have the following comment.
            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 the Fiscal Year Ended December 31, 2023
Item 1C. Cybersecurity
Governance, page 33
1.We note your disclosure that your cybersecurity risk management and strategy processes
are overseen by leaders from your Information Security, Information Technology, Product
Management, Risk Management and Legal teams, including your CISO and CPTO.
Please confirm that in future filings you will disclose the relevant expertise of
each person and each team member responsible for assessing and managing material risks
from cybersecurity threats in such detail as necessary to fully describe the nature of the
expertise, including the amount of time served in relevant roles. Discussing the
individuals' experiences in the aggregate is not sufficient. Please see Item 106(c)(2)(i) of
Regulation S-K.
            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.

September 20, 2024
Page 2
            Please contact Rucha Pandit at 202-551-6022 or Suzanne Hayes at 202-551-3675 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
February 22, 2023
Joshua Apfelroth
Partner
Proskauer Rose LLP
Eleven Times Square
New York, NY 10036
Re:Ritchie Bros Auctioneers Inc.
Definitive Additional Soliciting Materials
Filed February 17, 2023 by Luxor Capital Group, LP et. al.
File No. 001-13425
Dear Joshua Apfelroth:
            We have reviewed your filing and 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 by providing the requested information or advise 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 to these comments, we may have additional comments.
Definitive Additional Soliciting Materials
RBA Shareholders Presentation
1.We note, in slide 9, that you state that “if the deal is voted down, RBA stock will
soar.” The inclusion of valuations in soliciting materials is only appropriate and consonant
with Rule 14a-9 when made in good faith and on a reasonable basis and where
accompanied by disclosure which facilities shareholders’ understanding of the basis for
and the limitations on the projected realizable values.  See Exchange Act Release No.
16833 (May 23, 1980).  Please provide us with your analysis supporting your statement
and confirm that in future filings in which you provide similar disclosure you will include
a similar analysis. To the extent the information in slide 26 provides support for your
statement, please provide us with support for slide 26.
2.You must avoid issuing statements that directly or indirectly impugn the character,
integrity or personal reputation or make charges of illegal, improper or immoral conduct
without factual foundation. Provide us supplementally, or disclose, the factual foundation

 FirstName LastNameJoshua Apfelroth
 Comapany NameProskauer Rose LLP
 February 22, 2023 Page 2
 FirstName LastName
Joshua Apfelroth
Proskauer Rose LLP
February 22, 2023
Page 2
for your statements listed below. In this regard, note that the factual foundation for such
assertions must be reasonable. Refer to Rule 14a-9.

•Slide 12: your page header: "Fabricated forecast used by RBA management to
manipulate and shortchange RBA investors" and the last bullet point in the slide.
•Slide 74: the fourth bullet point.
3.Each statement or assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual basis must exist for each such opinion or belief.  Support for opinions
or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff
on a supplemental basis.  We note your disclosure, on slide 12, stating “if RBA had used
its original forecast, based on their advisors’ methodology, its Board would not have been
able to obtain the fairness opinions.”
4.Please provide us support for your disclosure about the four investment banks’ analyses,
including their names.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Dan Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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    February 8, 2023

    VIA EDGAR

    Division of Corporation Finance

    Securities and Exchange Commission

    100 F Street N.E.

    Washington, D.C.  20549

    Attention:  Daniel Duchovny

    Re:   Ritchie Bros. Auctioneers Incorporated

    Amendment No. 1 to Registration Statement on Form S-4

    Filed February 1, 2023

    File No. 333-268787

    Ladies and Gentlemen:

    This letter is submitted on behalf of Ritchie Bros. Auctioneers Incorporated (the “Company” or “RBA”) in response to the comments of the Staff of the Division of Corporation Finance, Office of Mergers and Acquisitions,
      of the Securities and Exchange Commission as set forth in your letter to Lisa R. Haddad of Goodwin Procter LLP, dated February 8, 2023 (the “Comment Letter”), with respect to Amendment No. 1 to the Company’s Registration Statement on Form S-4 filed
      on February 1, 2023.  For reference purposes, the text of the Comment Letter has been reproduced herein with the Company’s response below the applicable comment.

    Registration Statement on Form S-4

    Background of the Mergers, page 67

          1.

            We note that you first disclose information about the transaction with Starboard on December 14, 2022 and that until January 22, 2023 there is no description of any discussions or negotiations with Starboard or
              any description of the board or management being involved in any such negotiations. Please provide additional information about the negotiations with Starboard and the board and management’s actions in that respect.

    Response:  The Company advises the Staff that it has added disclosure on pages 85 through 92 of Amendment No. 2 to the Registration Statement in response to the Staff’s comment.

    RBA’s Reasons for the Mergers and Recommendation of the RBA Board, page 91

          2.

            Please revise your disclosure to describe what, if any, consideration the RBA board gave to Starboard’s investment and the appointment of a Starboard representative to the RBA board in determining that the
              merger, RBA share issuance and other related transactions were in the best interests of RBA and its shareholders and resolved to recommend that RBA shareholders approve the RBA share issuance at the RBA special meeting.

    Response:  The Company advises the Staff that it has added disclosure on page 94 of Amendment No. 2 to the Registration Statement in response to the Staff’s comment.

      Division of Corporation Finance

        Securities and Exchange Commission

        February 8, 2023

      Page 2

          3.

            On a related note, please disclose whether the RBA board requested that Goldman Sachs or Guggenheim Securities include the Starboard transaction in their analyses to determine whether the merger consideration to
              be paid by RBA for each share of IAA common stock pursuant to the merger agreement was fair from a financial point of view to RBA.

    Response:  The opinion letters of each of Goldman Sachs and Guggenheim Securities, which are included as Annex D and Annex E to the joint proxy statement/prospectus, respectively, as well as
      the descriptions of such opinion letters on pages 102 and 107 of the Registration Statement, respectively, expressly specify that such letters do not express any opinion on the securities purchase agreement entered into by affiliates of Starboard
      with RBA and the transactions contemplated thereby.  At the direction of the management of RBA, however, each of Goldman Sachs and Guggenheim Securities, in its respective illustrative discounted cash flow analysis of RBA pro forma for the merger
      (and Goldman Sachs in its illustrative present value of future share price analysis of RBA pro forma for the merger) performed in connection with rendering such opinion letters did consider and take into account the effects of the Starboard
      investment on those analyses.  The incorporation of these effects of the Starboard investment into the data that the RBA board directed Goldman Sachs and Guggenheim Securities to use in their analyses of RBA pro forma for the merger is disclosed in
      the summaries of these analyses under “Opinions of RBA’s Financial Advisors.”

    If you should have any questions regarding the above, please contact Ms. Haddad at (617) 570-8311.

            Sincerely,

            Ritchie Bros. Auctioneers Incorporated

            By:

            /s/ Darren Watt

            Darren Watt

            General Counsel & Corporate Secretary

    cc:   Lisa R. Haddad, Goodwin Procter LLP

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    February 8, 2023

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Scott Anderegg

          Re:

            Ritchie Bros. Auctioneers Incorporated

              Registration Statement on Form S-4  (File No. 333-268787)

    Dear Mr. Anderegg:

    In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended (the “Act”), Ritchie Bros. Auctioneers Incorporated (the “Company”) hereby requests that the effective date of the above-referenced
      registration statement (the “Registration Statement”) be accelerated to Friday, February 10, 2023, at 9:00 a.m. Eastern Time, or as soon as practicable thereafter. In making this acceleration request, the Company acknowledges that it is aware of its
      responsibilities under the Act.

    Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Lisa Haddad at (617) 570-8311. We also respectfully request that a copy of the written order
      from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Lisa Haddad, by email at LHaddad@goodwinlaw.com.

    [Signature Page Follows]

            Sincerely,

            Ritchie Bros. Auctioneers Incorporated

            /s/ Darren Watt

            Darren Watt

            General Counsel & Corporate Secretary

              cc:

              Lisa Haddad, Goodwin Procter LLP

United States securities and exchange commission logo
February 8, 2023
Lisa Haddad
Partner
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
Re:Ritchie Bros. Auctioneers Incorporated
Amended Registration Statement on Form S-4
Filed February 1, 2023
File No. 333-268787
Dear Lisa Haddad:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Background of the Mergers, page 67
1.We note that you first disclose information about the transaction with Starboard on
December 14, 2022 and that until January 22, 2023 there is no description of any
discussions or negotiations with Starboard or any description of the board or management
being involved any such negotiations. Please provide additional information about the
negotiations with Starboard and the board and management's actions in that respect.
RBA's Reasons for the Mergers and Recommendation of the RBA Board, page 91
2.Please revise your disclosure to describe what, if any, consideration the RBA board gave
to Starboard's investment and the appointment of a Starboard representative to the RBA
board in determining that the merger, RBA share issuance and other related

 FirstName LastNameLisa Haddad
 Comapany NameGoodwin Procter LLP
 February 8, 2023 Page 2
 FirstName LastName
Lisa Haddad
Goodwin Procter LLP
February 8, 2023
Page 2
transactions were in the best interests of RBA and its shareholders and resolved to
recommend that RBA shareholders approve the RBA share issuance at the RBA special
meeting.
3.On a related note, please disclose whether the RBA board requested that Goldman Sachs
or Guggenheim Securities include the Starboard transaction in their analyses to determine
whether the merger consideration to be paid by RBA for each share of IAA common stock
pursuant to the merger agreement was fair from a financial point of view to RBA.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Dan Duchovny at (202) 551-3619 if you have questions regarding our
comments.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions
cc:       Lisa Haddad

United States securities and exchange commission logo
December 19, 2022
Darren Watt
General Counsel
Ritchie Bros Auctioneers Inc
9500 Glenlyon Parkway
Burnaby, British Columbia, Canada V5J 0C6
Re:Ritchie Bros Auctioneers Inc
Registration Statement on Form S-4
Filed December 14, 2022
File No. 333-268787
Dear Darren Watt:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Rucha Pandit at (202) 551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Lisa Haddad

February 7, 2019
Sharon Driscoll
Chief Financial Officer
Ritchie Bros. Auctioneers Incorporated
9500 Glenlyon Parkway
Burnaby, British Columbia, Canada V5J 0C6
Re:Ritchie Bros. Auctioneers Incorporated
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed February 26, 2018
File No. 001-13425
Dear Ms. Driscoll:
            We have completed our review of your filings.  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 Information Technologies
and Services

CORRESP
1
filename1.htm

    Ritchie Bros. Auctioneers Incorporated

    9500 Glenlyon Parkway, Burnaby, BC Canada V5J0C6

    Tel: 778-331-5500 • Fax: 778-331-4628

    rbauction.com

January 7, 2019

VIA EDGAR SUBMISSION

Eiko Yaoita Pyles

Staff Accountant

Division of Corporation Finance

Office of Information Technologies and Services

United States Securities and Exchange Commission

Washington, D.C 20549

Re: Ritchie Bros. Auctioneers Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2017

Filed February 26, 2018

Form 10-Q for the Quarterly Period Ended June 30, 2018

Filed August 9, 2018

File No. 001-13425

Dear Ms. Yaoita Pyles:

This letter is written in response to the request by the staff
of the Securities and Exchange Commission (the “Staff”) during our telephone conversation on December 17, 2018, with
respect to the prior letter submitted by us. References in this letter to “we”, “our”, “us”
or “the Company” are to Ritchie Bros. Auctioneers Incorporated and its subsidiaries. During the telephone conversation,
the Staff requested that we propose a transition plan for review by the Staff pursuant to which the Company will cease the use
of the non-GAAP measure “agency proceeds”.

In light of the concerns raised by the Staff, the Company proposes
to cease the use of the non-GAAP measure “agency proceeds” in its disclosures going-forward – subject to the
following transition proposal. Consistent with our discussion of a possible transition period for this change, we respectfully
propose using the fourth quarter and year-end earnings release and conference call to communicate this change to our investors.
Our earnings release and conference call would present agency proceeds amounts for the fourth quarter of 2018 and the year ended
December 31, 2018, as a supplemental figure to revenue, together with additional disclosures regarding the use of the term agency
proceeds, substantially in the form proposed in our November 26, 2018 letter. We will then cease to use the term “agency
proceeds” in any of our subsequent financial reporting, beginning with our earnings release and Form 10-Q for the period
ending March 31, 2019.

We appreciate the Staff’s review and consideration of
the Company’s response and willingness to consider a transition period with respect to this change. Please contact me if
you have any additional questions after reviewing our response to your comments.

Very truly yours,

/s/ Sharon R. Driscoll

Sharon R. Driscoll

Chief Financial Officer

Ritchie Bros. Auctioneers Incorporated

CORRESP
1
filename1.htm

        Ritchie
        Bros. Auctioneers Incorporated

        9500
        Glenlyon Parkway, Burnaby, BC Canada V5J0C6

    Tel:
                                         778-331-5500 • Fax: 778-331-4628

        rbauction.com

November 26, 2018

VIA EDGAR SUBMISSION

Eiko Yaoita Pyles

Staff Accountant

Division of Corporation Finance

Office of Information Technologies and Services

United States Securities and Exchange Commission

Washington, D.C 20549

Re: Ritchie Bros. Auctioneers Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2017

Filed February 26, 2018

Form 10-Q for the Quarterly Period Ended June 30, 2018

Filed August 9, 2018

File No. 001-13425

Dear Ms. Yaoita Pyles:

This letter is written in response to the comments included
in your letter dated November 8, 2018, regarding your review of Ritchie Bros. Auctioneers Incorporated’s Forms 10-K and 10-Q
referenced above. We have included your original comments in bold text below for your convenience. References in this letter to
“we”, “our”, “us” or “the Company” are to Ritchie Bros. Auctioneers Incorporated
and its subsidiaries.

Comments and Responses for Form 10-Q for the Quarterly Period
Ended June 30, 2018

“Management's Discussion and Analysis of Financial
Condition and Results of Operations

Non-GAAP Measures, page 56

 1) Your agency proceeds measure includes adjustments for cost of inventory sold and cost of ancillary and logistical services
expenses. Explain to us why you believe this measure does not substitute individually tailored recognition and measurement methods
for those of GAAP. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.”

Response

We acknowledge the Staff’s comment and have considered
Question 100.04 of the C&DI on Non-GAAP measures issued on May 17, 2016. The Company understands Question 100.04 to reflect
a concern that non-GAAP measures that “substitute individually tailored revenue recognition and measurement methods for those
of GAAP” or that “use individually tailored recognition and measurement methods for financial statement line items
other than revenue” could be misleading. For the reasons set forth below, we respectfully submit that we believe that our
use of agency proceeds is not misleading because:

        Ritchie
        Bros. Auctioneers Incorporated

        9500
        Glenlyon Parkway, Burnaby, BC Canada V5J0C6

    Tel:
                                         778-331-5500 • Fax: 778-331-4628

        rbauction.com

 i. Agency proceeds does not substitute individually tailored recognition and measurement methods for those of GAAP; and

 ii. The Company’s use of agency proceeds provides important and helpful information to investors.

We address each of these points below and, in order to further
address the Staff’s concern in this regard, we propose revised language at the end of this letter that we would use going-forward
to better explain agency proceeds and our rationale for its use.

 A. Agency proceeds does not substitute individually tailored recognition and measurement methods for those of GAAP

The Company understands that the guidance referenced by the
Staff in Question 100.04 was provided in the context of non-GAAP performance measures “that accelerate revenue recognized
ratably over time in accordance with GAAP as though it earned revenue when customers are billed.”

The Company has not modified revenue (or any other financial
statement line item) in connection with its presentation of agency proceeds to accelerate, defer or otherwise tailor the metrics
in any way for the benefit of the Company.

The Company’s revenues are recognized on the face of the
financial statements in compliance with GAAP; with the non-GAAP measure of agency proceeds provided in the MD&A as a supplemental
figure to indicate the impact of subtracting from revenue two additional GAAP financial measures (namely, cost of inventory sold
and ancillary and logistical service expenses). The Company believes that its use of this supplementary non-GAAP measure to illustrate
the impact of subtracting such costs from revenue calculated in full compliance with GAAP does not constitute an “individually
tailored revenue recognition and measurement method.”

 B. The Company’s use of agency proceeds provides important and helpful information to investors

Agency proceeds compares three GAAP financial measures to help
investors better understand the sometimes volatile nature of our revenues, providing helpful and important supplemental information
to investors about the health of the business. It is reached by deducting from revenue the two further GAAP financial measures
of (i) cost of inventory sold, and (ii) ancillary and logistical service expenses. The rationale for subtracting each of these
from revenue is explained below.

Cost of Inventory Sold

The two primary types of transactions that make up the core
of our business present revenue in a significantly different fashion from each other under GAAP. These two primary types of transactions
are as follows:

 1. Straight commission contracts. This type of transaction is structured such that a seller consigns assets to the Company
for sale and then receives the gross proceeds from the sale less a pre-negotiated commission rate. In these instances, the Company
acts as an agent and recognizes revenue in the amount of the commission earned.

        Ritchie
        Bros. Auctioneers Incorporated

        9500
        Glenlyon Parkway, Burnaby, BC Canada V5J0C6

    Tel:
                                         778-331-5500 • Fax: 778-331-4628

        rbauction.com

 2. Inventory contracts. This type of transaction is structured such that the Company purchases inventory assets and then
sells those assets at a later date in the normal course of business. In these instances, the Company acts as a principal and recognizes
the entire sale price as revenue and recognizes separately the associated cost of inventory sold and ancillary and logistical service
costs related to such inventory.

Any given seller may choose a straight commission contract for
one transaction and an inventory contract for another transaction depending upon their needs. This choice results in different
reported revenues even in those instances in which the Company achieved the same incremental profit. The following illustrative
example shows the differing GAAP treatment of two transactions in subsequent years, each case involving the sale of equipment at
auction for the same selling price ($1,000,000) and the same incremental profit for the Company ($100,000), in one case where the
sale is made pursuant to a straight commission contract and in the other case where the sale is made pursuant to an inventory contract:[1]

*For purposes of simplicity, ancillary and logistical
service revenues and expenses are not shown in the example.

As demonstrated below, the non-GAAP measure agency proceeds
provides supplemental information to our shareholders regarding these transactions, allowing them to more clearly compare them,
and understand that the incremental profit to the Company is the same for each transaction:

The relative mix of straight commission versus inventory volume
in our overall business can fluctuate considerably from quarter-to-quarter and year-to-year depending on particular seller preferences
or requirements, and we believe agency proceeds provides an additional measure to assist investors in assessing the financial health
of the business. As an example of such fluctuations, as per page 69 of the Company’s 2017 10-K, revenue from inventory contracts,
as a percentage of total revenues, decreased from 51% in 2016 to 36% in 2017.

1 The illustrative example also assumes (i) in
the case of the straight commission sale, the commission rate is 10%, and (ii) in the case of the inventory sale, the inventory
profit margin is $100,000.

        Ritchie
        Bros. Auctioneers Incorporated

        9500
        Glenlyon Parkway, Burnaby, BC Canada V5J0C6

    Tel:
                                         778-331-5500 • Fax: 778-331-4628

        rbauction.com

Ancillary and Logistical Service Expenses

As part of our agency selling services we offer our sellers
the option of having us assist them with the transportation and/or refurbishment of the equipment through other third-party service
providers, in order to prepare their assets for sale. To the extent our customers choose to avail themselves of this service, we
earn a surcharge on the services we broker on their behalf. These decisions by the seller result in an increase in ancillary and
logistical services revenues and corresponding expenses and are also variable in nature.

In response to the variability noted above in both cost of inventory
sold and ancillary and logistical service expenses, the Company’s management believes that the use of agency proceeds provides
helpful and important supplemental information to investors which helps them better understand the health of our business. Management
uses agency proceeds as a supplement to GAAP revenue in its budgets and operating forecasts and includes agency proceeds as an
element of the performance criteria for short-term incentive compensation.

 C. The Company’s proposal for future disclosure

Notwithstanding the foregoing, and the fact that the Company
carefully chose the term agency proceeds to avoid making any confusing reference to revenue or any other GAAP measure, in order
to address the Staff’s concern, the Company proposes to modify its disclosure in future filings in order to provide additional
clarity about the reasons for reporting the agency proceeds metric. Below is an example of the additional disclosure to be included
in future filings, based on footnote #3 on page 32 of our Form 10-Q for the period ended June 30, 2018.

Our income statement scorecard includes the non-GAAP measure
performance metric, agency proceeds. Agency proceeds, which is always lower than GAAP revenues, is also an element of the performance
criteria for certain annual short-term incentive awards we grant to our employees and officers. We calculate agency proceeds by
subtracting the cost of inventory sold and ancillary and logistical service expenses from total revenues. Agency proceeds is
used to provide useful supplementary information to our investors and analysts consistent with what management uses to assess the
performance of our business and is not intended to substitute the Company’s revenue, which is calculated in accordance with
GAAP. The Company believes it is important to present agency proceeds to help readers understand the relationship of revenues with
the cost of the assets sold under inventory contracts and ancillary and logistical service expenses. The differences in presentation
of revenue between straight commission contracts (under which the Company recognizes only the commission earned as revenue) and
inventory contracts (under which the Company recognizes the entire sale price, or GTV, as revenue, and recognizes separately the
associated cost of inventory sold) can be significant. The timing of revenue recognition is not impacted by the use of the non-GAAP
measure, agency proceeds, and the Company believes this metric aids a reader of our financial results from a comparability and
transparency perspective.

Please contact me if you have any additional questions
after reviewing our responses to your comments.

Very truly yours,

/s/ Sharon R. Driscoll

Sharon R. Driscoll

Chief Financial Officer

Ritchie Bros. Auctioneers Incorporated

November 8, 2018
Sharon Driscoll
Chief Financial Officer
Ritchie Bros. Auctioneers Incorporated
9500 Glenlyon Parkway
Burnaby, British Columbia, Canada V5J 0C6
Re:Ritchie Bros. Auctioneers Incorporated
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed February 26, 2018
Form 10-Q for the Quarterly Period Ended June 30, 2018
Filed August 9, 2018
File No. 001-13425
Dear Ms. Driscoll:
            We have limited our review of your filing to the financial statements and related
disclosures and 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 business days by providing the requested
information or advise 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 to these comments, we may have additional comments.
Form 10-Q for the Quarterly Period Ended June 30, 2018
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Measures, page 56
1.Your agency proceeds measure includes adjustments for cost of inventory sold and cost of
ancillary and logistical services expenses.  Explain to us why you believe this measure
does not substitute individually tailored recognition and measurement methods for those
of GAAP. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance
and Disclosure Interpretations.

 FirstName LastNameSharon Driscoll
 Comapany NameRitchie Bros. Auctioneers Incorporated
 November 8, 2018 Page 2
 FirstName LastName
Sharon Driscoll
Ritchie Bros. Auctioneers Incorporated
November 8, 2018
Page 2
            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.
            You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or Melissa
Kindelan, Senior Staff Accountant at 202-551-3564 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

Mail Stop 4561
November 17, 2016

Mr. Ravichandra K. Saligram
Chief Executive Officer
Ritchie Bros. Auctioneers Incorporated
9500 Glenlyon Parkway
Burnaby, British Columbia, Canada V5J  0C6

Re: Ritchie Bros. Auctioneers Incorporated
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 25, 2016
File No. 001 -13425

Dear Mr. Saligram :

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,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologi es
and Services

CORRESP
1
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    Ritchie
                                         Bros. Auctioneers Incorporated

9500 Glenlyon Parkway, Burnaby,
BC Canada V5J0C6

    Tel:
778-331-5500 •
Fax: 778-331-4628

rbauction.com

November 3, 2016

VIA EDGAR SUBMISSION

Kathleen Collins

Accounting Branch Chief

Office of Information Technologies and Services

United States Securities and Exchange Commission

Washington, D.C 20549

Re: Ritchie Bros. Auctioneers Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 25, 2016

Form 10-Q for the Quarterly Period Ended June 30, 2016

Filed August 8, 2016

Form 8-K furnished August 8, 2016

File No. 001-13425

Dear Ms. Collins:

This letter is written in response to the comments included
in your letter dated October 20, 2016, regarding your review of Ritchie Bros. Auctioneers Incorporated’s Forms 10-K, 10-Q,
and 8-K referenced above. We have included your original comments in bold text below for your convenience. References in this letter
to “we”, “our”, “us” or “the company” are to Ritchie Bros. Auctioneers Incorporated
and its subsidiaries.

Comments and Responses for Form 10-Q for the Quarterly Period
Ended June 30, 2016

“Part I, Item 2: Management’s Discussion and
Analysis of Financial Condition and Results of Operations”, page 35

 1. We note several
                                         instances where you present a non-GAAP measure without presenting the comparable GAAP
                                         measure. For example, you present EBITDA Margin, Debt/Adjusted EBITDA, Adjusted Dividend
                                         Payout Ratio, and Return on Invested Capital (“ROIC”) in your Form 10-Q and
                                         you also present Working Capital Intensity and Return on Net Assets (“RONA”)
                                         in your Form 8-K filed August 8, 2016 without presenting the comparable GAAP measure.
                                         Please revise your future filings to include the comparable GAAP measures and ensure
                                         that your non-GAAP measures do not precede the most directly comparable GAAP measure.
                                         See Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations
                                         issued on May 17, 2016.

For future
filings, if we include a non-GAAP measure, we will present the comparable GAAP measure with equal or greater prominence as set
forth in Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations
issued on May 17, 2016.

 2. We note several
                                         instances in your Form 10-Q and your August 8, 2016 Form 8-K where you present a non-GAAP
                                         measure that is not clearly labeled as such. For example, ROIC, RONA, and Working Capital
                                         Intensity. Please revise your disclosures in future filings to clearly label these measures
                                         as non-GAAP.

For future filings, if we include a non-GAAP measure, we will
clearly label them as such.

Please contact me if you have any additional questions
after reviewing our responses to your comments.

Very truly yours,

/s/ Sharon R. Driscoll

Sharon R. Driscoll

Chief Financial Officer

Ritchie Bros. Auctioneers Incorporated

Mail  Stop 4561
October 20, 2016

Mr. Ravichandra K. Saligram
Chief Executive Officer
Ritchie Bros . Auctioneers  Incorporated
9500 Glenlyon Parkway
Burnaby, British Columbia, Canada V5J 0C6

Re: Ritchie Bros . Auctioneers  Incorporated
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 25, 2016
Form 10 -Q for the Quarterly Period Ended June 30, 2016
Filed August 8, 2016
Form 8 -K furnished August 8, 2016
File No. 001-13425

Dear Mr. Saligram :

We have limited our review of your filing s to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understan d 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 t ell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -Q for the Quarterly Period Ended June 30, 2016

Item 2.  Management’s Discussion and Analysis of Financial Condition and  Results of
Operations , page 35

1. We note several instances where you present a non -GAAP measure without presenting
the comparable GAAP measure.  For example, you present EBITDA Margin,
Debt/Adjusted EBITDA, Adjusted Dividend Payout Ratio, and Return on Inv ested
Capital  (“ROIC”)  in your Form -10-Q and you also present Working Capital Intensity and
Return on Net Assets (“RONA”) in your Form 8 -K filed August 8, 2016 without
presenting the comparable GAAP measure.  Please revise your future filings to include
the comparable GAAP measures and ensure that your n on-GAAP measures do not

Mr. Ravichandra K. Saligram
Ritchie Bros . Auctioneers  Incorporated
October 20, 2016
Page 2

 precede the most directly comparable GAAP measure .  See Question 102.10 of the
updated Non-GAAP Compliance and Disclosure Interpretations  issued on May 17, 2016.

2. We note several instances in your Form 10 -Q and your August 8, 2016 Form 8 -K where
you present a non -GAAP measure that is not clearly labeled as such.  For example,
ROIC, RONA, and  Working Capital Intensity.  Please revise your disclosures in future
filings to clearly label  these measures as non-GAAP.

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.

You may contact Megan Akst, Senior Staff Accountant at (202) 551 -3407 or Christine
Dietz, Assistant Chief Accountant at (202) 551 -3408 if you have questions regarding comments
on the financial statements and rel ated matters.  Please contact me at (202) 551 -3499 with any
other questions.

Sincerely,

 /s/ Kathleen Collins

Kathl een Collins
Accounting Branch Chief
Office of Information Technologies
and Services

February 13, 2013

Via E -mail
Robert A. McLeod
Chief Financial Officer
Ritchie Bros. Auctioneers Incorporated
9500 Glenlyon Parkway
Burnaby, B.C. Canada V5J 0C6

Re: Ritchie Bros. Auctioneers Incorporated
 Form 40-F for the Fiscal Year Ended December 31, 2011
Filed February 28, 2012
File No. 001 -13425

Dear Mr. McLeod :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response  to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal secur ities laws of the United States.  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 rules requ ire.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

CORRESP
1
filename1.htm

SEC Response Letter

 Ritchie Bros. Auctioneers Incorporated

9500 Glenlyon Parkway, Burnaby, BC Canada V5J 0C6

 Tel: 778-331-5500 — Fax: 778-331-4628

 rbauction.com

 January 7, 2013

 VIA
EDGAR SUBMISSION

 Patrick Gilmore

Accounting Branch Chief

 United States
Securities and Exchange Commission

 Division of Corporation Finance

 Washington, D.C 20549

 Re: Ritchie Bros. Auctioneers Incorporated

Form 40-F for the Fiscal Year Ended December 31, 2011

 Filed February 28, 2012

 File No. 001-13425

Dear Mr. Gilmore:

 This letter is written
in response to the comments included in your letter dated December 13, 2012, regarding your review of Ritchie Bros. Auctioneers Inc.’s Form 40-F referenced above. We have included your original comments in bold text below for your convenience.
References in this letter to “we”, “our”, “us” or “the company” are to Ritchie Bros. Auctioneers Incorporated and its subsidiaries.

 We also acknowledge that:

•

 we are responsible for the adequacy and accuracy 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

•

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

 Comments and Responses for 2011 Form 40-F

1.
Disclosure Controls and Procedures, page 2

 We note that your effectiveness conclusion as of December 31, 2011 is stated in terms that are more limited in scope than the definition of “disclosure controls and procedures” as set
forth in Exchange Act Rule 13a-15(e). However, we also note in Exhibit 3 on page 3-29 that your effectiveness conclusion appropriately includes the full definition of “disclosure controls and procedures.” In future filings, to the extent
you include a definition of disclosure controls and procedures in your effectiveness conclusions, please include the entire definition as set forth in Exchange Act Rule 13a-15(e).

 Ritchie Bros. Auctioneers Incorporated

9500 Glenlyon Parkway, Burnaby, BC Canada V5J 0C6

 Tel: 778-331-5500 — Fax: 778-331-4628

 rbauction.com

 For future filings, if we include a definition of “disclosure controls and procedures,” we will include the entire definition as set forth in Exchange Act Rule 13a-15(e).

Comments and Responses for Exhibit No. 2 Consolidated Financial Statements for the Years Ended December 31, 2011 and 2010

2.
Note 2. Significant accounting policies

 General

 We note that during the second half of 2011, you
established Ritchie Bros. Financial Services (“RBFS”), a new entity in which you have a 51% interest. We note that RBFS arranges, through third party lenders, financing options for your customers to purchase equipment at your auctions in
the U.S. and Canada. Please provide us with further details regarding your ownership interest in RBFS and the associated arrangement with the other parties involved. Additionally, please discuss the method you are using to recognize this interest in
your consolidated financial statements and the authoritative accounting literature relied on. For example, clarify whether this is considered a jointly controlled entity as discussed in IAS 31. If so, provide us with your analysis pursuant to IAS 31
and confirm that future filings will provide the applicable disclosures called for by the relevant standard.

 Ritchie Bros. Auctioneers
Incorporated (“RBA”) has a 51% ownership interest in the voting and capital stock of RBFS and controls a majority of the RBFS board seats. A non-affiliated third party owns the remaining non-controlling interest of 49%. As a result, RBFS
is not considered a jointly controlled entity. As noted in Note 28, Subsidiaries, on page 2-39 of Exhibit No. 2 to the Form 40-F, the consolidated financial statements of RBA include the financial statements and respective results and
financial position of RBFS in accordance with IAS 27.

 RBFS began operations in 2011 and, during that year, had a net loss of $539,000, and
net assets of $519,000. Because the related non-controlling interest in RBFS represented only 0.03% of RBA’s consolidated total Liabilities and Shareholders’ Equity and only 0.3% of its consolidated net earnings, RBA did not disclose these
amounts separately in its 2011 consolidated financial statements. We intend to monitor the level of significance of RBFS to our financial position and results of operations in the future and intend to separately disclose applicable results if the
amounts are significant.

 The arrangements with third party lenders relating to equipment financing services are described below in response
to Comment No. 3.

3.
(d) Revenue recognition, page 2-12

 We note you launched a range of value-added services on July 1, 2011, including equipment financing and powertrain service warranties in the U.S. and Canada and insurance services in Canada, the
U.S. and Europe. Please tell us more about the nature of each of these services.

 Ritchie Bros. Auctioneers Incorporated

9500 Glenlyon Parkway, Burnaby, BC Canada V5J 0C6

 Tel: 778-331-5500 — Fax: 778-331-4628

 rbauction.com

 Additionally, please discuss how you recognize revenue related to these services, including the roles of third party partners, as applicable. Refer to the authoritative accounting literature relied
upon. Please note that your disclosures in future filings should be revised accordingly.

 The introduction of RBA’s value added
services on July 1, 2011 was a part of its strategy of continually improving its customers’ auction experience.

 The equipment
financing services assist RBA’s buyers in obtaining equipment financing from third party lenders. RBFS, in which RBA has a 51% ownership interest, acts as an agent between buyers at an RBA auction and the third party lenders. In accordance with
IAS 18.8, when successful in assisting the buyer in obtaining financing, RBFS earns a fee. RBFS recognizes this revenue at the time the loans are made and this revenue is recorded as a part of Auction Fees. RBFS has no ongoing relationship or
contractual commitments between the customer and the third party lender relating to the equipment financings.

 The powertrain service
warranties are offered to RBA’s customers in the United States and Canada through subsidiary auction companies of RBA in each jurisdiction. These subsidiaries act as agents between buyers at an RBA auction and a third party powertrain warranty
provider. In accordance with IAS 18.8, when a buyer purchases a powertrain warranty, RBA earns a fee based on the value of the warranty. RBA recognizes this fee at the time the warranties are purchased and this revenue is recorded as a part of
Auction Fees. RBA has no ongoing relationship or contractual commitments relating to the warranties provided by the third party powertrain warranty providers and the customers.

 The insurance services are offered to customers in the United States, Canada and Europe through subsidiary auction companies of RBA in each jurisdiction. These subsidiaries act as agents between buyers at
an RBA auction and a third party insurance provider. In accordance with IAS 18.8, when a buyer purchases insurance, RBA earns a fee based on the value of the insurance purchased. RBA recognizes this fee at the time the insurance is purchased and
this revenue is recorded as a part of Auction Fees. RBA has no ongoing relationship or contractual commitments relating to the insurance provided by the third party insurance providers and the customers.

RBA has not provided separate disclosure in its consolidated financial statements of the revenues earned from financing, powertrain service warranties or
insurance services given their limited amounts, which totaled less than $500,000 for the year ended December 31, 2011. We intend to continue to monitor these amounts in the future to determine whether separate disclosure is warranted.

4.
Note 5. Auction revenues, page 2-20

 We note your disclosure of the allocation of revenue between auction commissions and auction fees. Please tell us what consideration was given to separately disclosing the amount of revenue derived
from inventory contracts. In this regard, we refer to paragraph 35(b) of IAS 18 which requires separate disclosure of the amount of revenue arising from the sale of goods and the rendering of services. Please tell us how your disclosures comply in
this regard.

 Ritchie Bros. Auctioneers Incorporated

9500 Glenlyon Parkway, Burnaby, BC Canada V5J 0C6

 Tel: 778-331-5500 — Fax: 778-331-4628

 rbauction.com

 RBA considers all its auction commissions to be received through the rendering of auction services. RBA reports net revenues from inventory transactions on its income statement within the auction
commission line, as disclosed in Note 2(d), Significant Accounting Policies, Revenue Recognition.

 When considering this presentation with
regards to paragraph 35(b) of IAS 18, RBA considered its role in selling the inventory it purchases by means of inventory contracts. This role is to provide an auction service to its customers. No improvement work is performed on the inventory
before it is re-sold at auction, the inventory generally is held for a short period of time (on average less than three weeks) and the offering of an inventory contract to RBA’s customers simply provides an option that may better suit the
customer’s needs at a particular point in time prior to the auctioning of the equipment. All of the equipment acquired for an auction — whether for a commission sale or an inventory sale — is sold at auction to the highest bidder on
an unreserved basis; RBA does not set the price for the inventory sale or determine the buyer.

 Inventory purchases and sales are among the
services RBA offers to customers as part of its auction business, and these transactions are executed in much the same manner as RBA’s commission contract sales. RBA is focused on maximizing gross auction proceeds; however RBA’s business
model revolves around the auction commissions received, which represent the net of the auction transaction. Therefore, RBA presents the sale of inventory in the same manner as the other commission transactions in its financial statements: net within
auction commissions.

 RBA also provides additional disclosure relating to inventory contracts in Note 11 Inventory, on page 2-25 of Exhibit
No. 2 to the Form 40-F, to disclose the amount of inventory purchased and sold each reporting period. We believe that this disclosure provides our investors and other users with information on the extent of our exposure to inventory contracts.

5.
Note 22. Share-based payment, page 2-33

 We note your disclosures regarding the stock option plan here and in footnote 2(m). Please tell us what consideration was given to disclosing the vesting requirements of the stock option awards
pursuant to paragraph 45(a) of IFRS 2 and for share options during the period, the weighted average share price at the date of exercise pursuant to paragraph 45(c) of IFRS 2. Please revise your disclosures in future filings accordingly.

 RBA’s stock option plan vesting requirements are time based and there are no service requirements other than the passage of time. As
a result, when considering our disclosures pursuant to paragraph 45(a) of IFRS 2, we considered and made disclosures only regarding the vesting periods in Note 22. For future filings, we will disclose the weighted average share price of stock option
exercises pursuant to paragraph 45(c) of IFRS 2.

 Ritchie Bros. Auctioneers Incorporated

9500 Glenlyon Parkway, Burnaby, BC Canada V5J 0C6

 Tel: 778-331-5500 — Fax: 778-331-4628

 rbauction.com

 Please contact me if you have any additional questions after reviewing our responses to your comments.

 Very truly yours,

 /s/ Robert A. McLeod

 Robert A. McLeod

 Chief Financial Officer

 Ritchie Bros. Auctioneers Incorporated

CORRESP
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Correspondence

 Ritchie Bros. Auctioneers Incorporated

9500 Glenlyon Parkway, Burnaby, BC Canada V5J 0C6

 Tel: 778-331-5500 • Fax: 778-331-4628

 rbauction.com

 December 20, 2012

 VIA EDGAR SUBMISSION

 Patrick Gilmore

Accounting Branch Chief

 United States
Securities and Exchange Commission

 Division of Corporation Finance

 Washington, D.C 20549

 Re: Ritchie Bros. Auctioneers Incorporated

Form 40-F for the Fiscal Year Ended December 31, 2011

 Filed February 28, 2012

 File No. 001-13425

Dear Mr. Gilmore:

 We are in receipt of
your comment letter dated December 13, 2012, regarding Ritchie Bros. Auctioneers Inc.’s February 28, 2012 Form 40-F. As discussed with Jennifer Fugario, we are requesting an additional 10 business days to respond due to time constraints
associated with the holiday break and our fiscal year end, which would result in us submitting our response letter by January 14, 2013. Please confirm if this is acceptable.

 Very truly yours,

 /s/ Robert A. McLeod

 Robert A. McLeod

 Chief Financial Officer

 Ritchie Bros. Auctioneers

December 13, 2012

Via E -mail
Robert A. McLeod
Chief Financial Officer
Ritchie Bros. Auctioneers Incorporated
9500 Glenlyon Parkway
Burnaby, B .C. Canada  V5J 0C6

Re: Ritchie Bros. Auctioneers Incorporated
 Form 40-F for the Fiscal Year Ended December 31, 2011
Filed February 28, 2012
File No. 001 -13425

Dear Mr. McLeod :

We have reviewed your filing an d have the following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.

Disclosure C ontrols and Procedures, page 2
1. We note that your effectiveness conclusion as of December 31, 2011 is stated in terms
that are more limited in scope than the definition of “disclosure controls and procedures”
as set forth in Exchange Act Rule 13a -15(e).  Ho wever, we also note in Exhibit 3 on page
3-29 that your effectiveness conclusion appropriately includes the full definition of
“disclosure controls and procedures.”  In future filings, to the extent you include a
definition of disclosure controls and proce dures in your effectiveness conclusions, please
include the entire definition as set forth in Exchange Act Rule 13a -15(e) .

Robert A. McLeod
Ritchie Bros. Auctioneers Incorporated
December 13, 2012
Page 2

 Exhibit No. 2 Consolidated Financial Statements for the Years Ended December 31, 2011 and
2010

Note  2.  Significant accounting p olicies

General
2. We note that during the second half of 2011, you established Ritchie Bros. Financial
Services (“RBFS”), a new entity in which you have a 51% interest.  We note that RBFS
arranges, through third party lenders, financing options for your cus tomers to purchase
equipment at your auctions in the U.S. and Canada.  Please provide us with further details
regarding your ownership interest in RBFS and the associated arrangement with the other
parties involved.  Additionally, please discuss the method  you are using to recognize this
interest in your consolidated financial statements and the authoritative accounting
literature relied on.  For example, clarify whether this is considered a jointly controlled
entity as discussed in IAS 31.  If so, provide us with your analysis pursuant to IAS 31 and
confirm that future filings will provide the applicable disclosures called for by the
relevant standard.

(d) Revenue recognition, page 2 -12
3. We note you launched a range of value -added services on July 1, 2011, including
equipment financing and  powertrain service warranties in the U.S. and Canada and
insurance services  in Canada, the U.S. and Europe .  Please tell us more about the nature
of each of these services.  Additionally, please discuss how you recognize r evenue related
to these services, including the roles of third party partners, as applicable.  Refer to the
authoritative accounting literature relied upon.  Please note that your disclosures in future
filings should be revised accordingly.

Note 5.  Aucti on revenues, page 2 -20
4. We note your disclosure of the allocation of revenue between auction commissions and
auction fees.  Please tell us what consideration was given to separately disclosing the
amount of revenue derived from inventory contracts.  In this  regard, we refer to
paragraph 35(b) of IAS 18 which requires separate disclosure of the amount of revenue
arising from the sale of goods and the rendering of services.  Please tell us how your
disclosures comply in this regard.

Note 22.   Share -based paym ent, page 2 -33
5. We note your disclosures regarding the stock option plan here and in footnote 2(m).
Please tell us what consideration was given to disclosing the vesting requirements of the
stock option awards pursuant to paragraph 45(a) of IFRS 2 and for share options

Robert A. McLeod
Ritchie Bros. Auctioneers Incorporated
December 13, 2012
Page 3

 exercised during the period, the weighted average share price at the date of exercise
pursuant to paragraph 45(c) of IFRS 2.  Please revise your disclosures in future filings
accordingly.

We urge all persons who are responsible for the accur acy 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 accuracy 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 in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jennifer Fugario, Staff Accountant , at (202) 551 -3482  if you have
questions regarding comments on the  financial statements and re lated matters.  Please contact me
at (202) 551 -3406  with any other questions.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

September 28, 2010

Mr. Jeremy Black Corporate Secretary Ritchie Bros. Auctioneers Incorporated 9500 Glenlyon Parkway Burnaby, BC, Canada V5JOC6
Re: Ritchie Bros. Auctioneers Incorporated
 Form 40-F for the Fiscal Year Ended December 31, 2009
File No. 001-13425

Dear Mr. Black:
We have completed our review of your Form 40-F and related filings and have no further
comments at this time on the specific issues raised.
Sincerely,

Patrick Gilmore Accounting Branch Chief

CORRESP
1
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CORRESPONDANCE

September 20, 2010

Via EDGAR

Mr. Patrick Gilmore

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr Gilmore:

    Re:

    Ritchie Bros. Auctioneers Incorporated

Form 40-F for the Fiscal Year Ended December 31, 2009

Filed March 4, 2010

File No. 001-13425

This letter is written in response to the comments included in your letter dated September 9, 2010
regarding your review of our Form 40-F filing referenced above. We have included your original
comments in bold text below for your convenience. References in this letter to “we”, “our” or “us”
are to Ritchie Bros. Auctioneers Incorporated and its subsidiaries.

We also acknowledge that

    •

    we are responsible for the adequacy and accuracy of the disclosure in our SEC filings

    •

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

    •

    we may not assert staff comments as a defense in any proceedings initiated by the
Commission or any person under the federal securities laws of United States.

Comments and Responses for 2009 Form 40-F

    1.

    We note your disclosure that you measure stock options granted to employees using the
Black-Scholes option pricing model. Tell us how you considered the disclosures requirements
under ASC 718-10-50-2(f)(2) to include a description of the methods used in determining the
significant assumptions used to estimate the fair value of your stock-based compensation
awards.

Ritchie Bros. Auctioneers Incorporated qualifies to file a Form 40-F and as a result, in
accordance with the Form, any included financial statements must be reconciled to U.S.
Generally Accepted Accounting Principles (U.S. GAAP) as required by Item 17 of Form 20-F under
the Exchange Act. There is no requirement for full U. S. GAAP compliant disclosure. The
Company adheres to the requirement that the financial statements disclose an information
content substantially similar to financial statements that comply with U.S. GAAP, and provides
a reconciliation to U.S. GAAP and a discussion of any material variations in the accounting
principles, practices, and methods used in preparing the financial statements between the two
sources of guidance.

The requirement to disclose the methods used in determining significant assumptions used to
estimate the fair value of stock-based compensation is not required under Canadian GAAP
(reference 3870.68(d)), and therefore has not been disclosed in the notes to our financial
statements.

    2.

    We note your disclosure that your principal executive officer and principal financial officer
concluded that disclosure controls and procedures “were effective as of that date to provide
reasonable assurance that information required to be disclosed by us in the reports that we
file or submit is accumulated and communicated to our management, including our principal
executive and principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.” Please confirm to us,
and revise future filings to clarify, if true, that your officers concluded that your
disclosure controls and procedures are also effective to ensure that information required to
be disclosed in the reports that you file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms. Please refer to Exchange Act Rule 13a-15(e).

We confirm that our officers concluded that the disclosure controls and procedures are
effective to ensure that information required to be disclosed in the reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified by the Commission’s rules and forms. We will clarify this point in future filings.

Please contact me if you have any additional questions after reviewing our responses to your
comments.

Sincerely,

/s/ Jeremy Black

Jeremy Black

Corporate Secretary

Phone: (778) 331-5291

Email: jblack@rbauction.com

September 9, 2010

Mr. Jeremy Black Corporate Secretary Ritchie Bros. Auctioneers Incorporated 9500 Glenlyon Parkway Burnaby, BC, Canada V5JOC6
Re: Ritchie Bros. Auctioneers Incorporated
 Form 40-F for the Fiscal Year Ended December 31, 2009
Filed March 4, 2010 File No. 001-13425

Dear Mr. Black:
 We have reviewed your filing and 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 40-F for the Fiscal Year Ended December 31, 2009

 Exhibit No. 2

 Note 1. Significant Accounting Policies

 (l) Stock-Based Co mpensation, page 10

1. We note your disclosure that you measure stoc k options granted to employees using the
Black-Scholes option pricing model.  Tell us how you considered the disclosures requirements under ASC 718-10-50-2(f)(2) to incl ude a description of the methods used
in determining the significant assumptions used to estimate the fair value of your stock-
based compensation awards.

 Mr. Jeremy Black  Ritchie Bros. Auctioneers Incorporated September 9, 2010 Page 2   Exhibit No. 3

 Disclosure Controls and Procedures, page 2

2. We note your disclosure that your principa l executive officer and principal financial
officer concluded that disclosure  controls and procedures “wer e effective as of that date
to provide reasonable assurance that informa tion required to be disclosed by us in the
reports that we file or submit is accumu lated and communicated to our management,
including our principal executive and principa l financial officers, or persons performing
similar functions, as appropriate to allow timel y decisions regarding required disclosure.”
Please confirm to us, and revise future filings to clarify, if true, that your officers concluded that your disclosure controls and procedures are al so effective to ensure that
information required to be disclosed in the reports that you file or submit under the Exchange Act is recorded, processed, summa rized and reported, with in the time periods
specified in the Commission's rules and forms.   Please refer to Exchange Act Rule 13a-
15(e).

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure 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 in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

 Mr. Jeremy Black  Ritchie Bros. Auctioneers Incorporated September 9, 2010 Page 3
You may contact David Edgar,  Staff Accountant at (202) 551-3459 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202)
551-3406 with any other questions.
Sincerely,

Patrick Gilmore Accounting Branch Chief

Mail Stop 4561         A p r i l  2 3 ,  2 0 0 9   Robert S. Armstrong Chief Financial Officer Ritchie Bros. Auctioneers Incorporated 6500 River Road Richmond, British Co lumbia V6X 4G5
Canada
Re: Ritchie Bros. Auctioneers Incorporated
 Form 40-F for Fiscal Year Ended December 31, 2007  File No. 001-13425

Dear Mr. Armstrong:

We have completed our review of your Fo rm 40-F and related filings and have no
further comments at this time on the specific issues raised.

Sincerely,      Mark Kronforst Accounting Branch Chief

CORRESP
1
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SEC Response Letter dated April 14, 2009

    Ritchie Bros. Auctioneers Incorporated

6500 River Road, Richmond, BC, Canada   V6X 4G5

    Tel: 604-273-7564  •  Fax: 604-273-2405

April 14, 2009

VIA EDGAR

Ms. Barbara C. Jacobs

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

Mail Stop 4561

100 F Street, N.E.

Washington, D.C. 20549

Dear Ms. Jacobs:

    Re:

    Ritchie Bros. Auctioneers Incorporated

Form 40-F for Fiscal Year Ended December 31, 2007

Filed February 21, 2008

Form 40-F for Fiscal Year Ended December 31, 2008

Filed February 26, 2009

File No. 001-13425

This letter is written in response to the comment included in your letter dated March 31, 2009
regarding your review of our Form 40-F filings referenced above. We have included your original
comments in bold text below for your convenience. References in this letter to “we”, “our” or “us”
are to Ritchie Bros. Auctioneers Incorporated and its subsidiaries.

We also acknowledge that:

    •

    we are responsible for the adequacy and accuracy of the disclosure in our SEC filings;

    •

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

    •

    we may not assert staff comments as a defense in any proceedings initiated by the
Commission or any person under the federal securities laws of United States.

Comments and Responses for 2008 Form 40-F

    1)

    We note the changes that you have made to the disclosure in this section (and in the
corresponding section in Exhibit 3) in response to our letter dated November 26, 2008, in
which we raised comments on your Form 40-F for the fiscal year ended December 31, 2007.
However, in your conclusion regarding

Ms.
Barbara J. Jacobs

April 14, 2009

Page 2 of 2

    the effectiveness of your disclosure controls and
procedures, you recite only a portion of the definition of disclosure controls and procedures
provided in Rule 13a-15(e). The rule requires that disclosure controls and procedures be
“designed to ensure that information required to be disclosed by the issuer in the reports
that it files or submits under the Act...is recorded, processed, summarized and reported,
within the time frames specified in the Commission’s rules and forms,” and that they also be
designed to ensure that “information required to be disclosed by an issuer...is accumulated
and communicated to the issuer’s management...as appropriate to allow timely decisions
regarding required disclosure.” In your response letter, please confirm, if true, that your
disclosure controls and procedures for the period covered by your Form 40-F met all the
requirements of Rule 13a-15(e). In future filings, please expressly tie your effectiveness
conclusion to disclosure controls and procedures as set out in Rule 13a-15(e), or recite the
entire definition.

    We confirm that our disclosure controls and procedures for the period covered by our Form
40-F for the year ended December 31, 2008 met all the requirements of Rule 13a-15(e) under
the Securities Exchange Act of 1934. In our future filings, we will expressly tie our
effectiveness conclusion to disclosure controls and procedures as set out in Rule 13a-15(e).

Please contact me if you have any additional questions after reviewing our responses to your
comments.

Sincerely,

/s/  Robert A. McLeod

Robert A. McLeod

Chief Financial Officer

Phone: (604) 233-5521

Email: rmcleod@rbauction.com

Mail Stop 4561         March 31, 2009  Robert S. Armstrong Chief Financial Officer Ritchie Bros. Auctioneers Incorporated 6500 River Road Richmond, British Co lumbia V6X 4G5
Canada
Re: Ritchie Bros. Auctioneers Incorporated  Form 40-F for Fiscal Year Ended December 31, 2007  Filed February 21, 2008
 Form 40-F for Fiscal Year Ended December 31, 2008
Filed February 26, 2009
 File No. 001-13425

Dear Mr. Armstrong:

We have reviewed your response letter  dated February 25, 2009 in connection
with your Form 40-F for Fiscal Year Ended December 31, 2007 and have the following comment.  If indicated, we think you should revise your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In our comment, we may ask you to provide us with supplemental
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.    Form 40-F for the Fiscal Year Ended December 31, 2008

 Disclosure Controls and Procedures, page 2

1. We note the changes that you have made to the disclosure in this section (and in
the corresponding section in Exhibit 3) in response to  our letter dated November
26, 2008, in which we raised comments on your Form 40-F for the fiscal year
ended December 31, 2007.  However, in your conclusion regarding the
effectiveness of your disclosure controls  and procedures, you recite only a portion
of the definition of disclosure  controls and procedures pr ovided in Rule 13a-15(e).
The rule requires that disclosure controls  and procedures be “designed to ensure
that information required to be disclosed by th e issuer in the reports that it files or
submits under the Act…is r ecorded, processed, summari zed and reported, within

Robert S. Armstrong
Ritchie Bros. Auctioneers Incorporated March 31, 2009 Page 2
the time frames specified in the Commission’s rules and forms,” and that they also be designed to ensure that “informati on required to be disclosed by an issuer .
. . is accumulated and communicated to the issuer's management . . . as
appropriate to allow timely decisions re garding required disclosure.”  In your
response letter, please confirm, if tr ue, that your disclo sure controls and
procedures for the period covered by your Form 40-F met all of the requirements
of Rule 13a-15(e).  In future filings, please expressly tie your effectiveness conclusion to disclosure cont rols and procedures as set out in Rule 13a-15(e), or
recite the entire definition.

* * * * * * *

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please submit all correspondence and supplemental materials
on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comment and provides any
requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comm ents after reviewing any amendment and
your response to our comment.

You may contact Matthew Cr ispino, Staff Attorney, at  (202) 551-3456 or me at
(202) 551-3730 if you have any questi ons regarding the above comment.

       S i n c e r e l y ,           B a r b a r a  C .  J a c o b s
        A s s i s t a n t  D i r e c t o r

CORRESP
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corresp

February 24, 2009

VIA EDGAR

Mr. Mark Kronforst

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

Mail Stop 4561

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Kronforst:

    Re:

    Ritchie Bros. Auctioneers Incorporated

Form 40-F for the Fiscal Year Ended December 31, 2007

Filed February 21, 2008

File No. 001-13425

This letter is written in response to the comments included in your letter dated February 11, 2009
regarding your review of our Form 40-F filing referenced above. We have included your original
comments in bold text below for your convenience. References in this letter to “we”, “our” or “us”
are to Ritchie Bros. Auctioneers Incorporated and its subsidiaries.

We also acknowledge that:

    •

    we are responsible for the adequacy and accuracy of the disclosure in our SEC filings;

    •

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

    •

    we may not assert staff comments as a defense in any proceedings initiated by the
Commission or any person under the federal securities laws of United States.

Comments and Responses for 2007 Form 40-F

    1)

    You state in your response to prior comment number 1 that your Dubai-based subsidiary,
Ritchie Bros. Auctioneers (ME) Limited, had hired a U.S. citizen in a “local operations role.”
Please discuss for us whether the involvement of a U.S. citizen at your Dubai-based
subsidiary constitutes a violation of U.S. sanctions.

Mr. Mark Kronforst

February 24, 2009

Page 2 of 3

The presence of a U.S. citizen at our Dubai-based subsidiary does not constitute a violation
of U.S. sanctions. This individual had no responsibilities with respect to any of the
consignment or sales transactions conducted at our Dubai location. Those functions were
performed by other individuals who were not U.S. persons. Instead, his role was to handle
certain administrative operations at that location. We do not believe that such activities
violate any sanctions imposed by the Office of Foreign Assets Controls (“OFAC”).

In our prior response, we indicated that, for U.S. and Mexico auctions, we do not permit
nationals or residents of Iran, Syria or Sudan to consign equipment for sale or to register
to bid or otherwise participate at any such auction. We further stated that, effective
January 23, 2009, we expanded these restrictions to our auctions worldwide. However, this
action was not taken because of a belief that the activity in Dubai was a violation of any
U.S. sanctions. Instead, given that transactions with nationals from these countries were
de minimis, and given our desire to have maximum flexibility with regard to the
international movement of our employees, we decided to discontinue such transactions and
avoid having to address these issues further.

    2)

    You also state in your response that citizens or residents of Iran, Syria, or Sudan have
purchased equipment at your non-U.S. auctions. Please describe to us the types of equipment
you or any of your direct or indirect subsidiaries have provided, directly or indirectly, to
Iran, Sudan, or Syria. Certain types of equipment are included in the Department of
Commerce’s Commerce Control List. Tell us whether, to the best of your knowledge,
understanding, and belief, any of the equipment, components, or technology you have provided,
directly or indirectly, into Iran, Sudan, or Syria have military uses, and describe possible
military uses of which you are aware. Please also advise us whether, to the best of your
knowledge, understanding, and belief, such equipment, components, or technology have been put
to military use by Iran, Sudan, or Syria, and discuss any such use of which you are aware.
Finally, if you have provided into Iran any equipment, components, or technology that can be
put to military use, please discuss for us briefly the applicability of the Iran Freedom
Support Act of 2006 to your contacts with Iran.

    The equipment purchased by citizens or residents of Iran, Syria or Sudan at our auctions was
construction equipment, primarily used equipment. None of this equipment has military use
or is included in the Department of Commerce’s Commerce Control List contained in 15 CFR
Part 774.

    3)

    You state in your response to prior comment number 2 that you have modified your compliance
controls “to discontinue conducting any further business transactions involving residents of
Iran, Syria and Sudan (along

Mr. Mark Kronforst

February 24, 2009

Page 3 of 3

with other U.S. embargoed countries).” This statement raises the possibility that you have
had business transactions with Cuba, another country identified by the State Department as a
state sponsor of terrorism and subject to U.S. economic sanctions and export control.
Please advise us whether you have had business transactions, direct or indirect, involving
citizens or residents of, entities located in, or the government of, Cuba. If so, provide
us the same information regarding Cuba that we requested regarding Iran, Sudan, and Syria in
the first two comments of our letter dated November 26, 2008 and the two preceding comments
of this letter.

We have not had any business transactions, direct or indirect, involving citizens or
residents of, entities located in, or the government of, Cuba.

Please contact me if you have any additional questions after reviewing our responses to your
comments.

    Sincerely,

    /s/ Robert A. McLeod

    Robert A. McLeod

    Chief Financial Officer

    Phone: (604) 233-5521

    Email: rmcleod@rbauction.com

Mail Stop 4561         February 11, 2009  Robert S. Armstrong Chief Financial Officer Ritchie Bros. Auctioneers Incorporated 6500 River Road Richmond, British Co lumbia V6X 4G5
Canada
 Re: Ritchie Bros. Auctioneers Incorporated
 Form 40-F for Fiscal Year Ended December 31, 2007
Filed February 21, 2008
 File No. 001-13425

Dear Mr. Armstrong:

We have reviewed your response letter dated January 23, 2009 in connection with
the above-referenced filing and have the followi ng comments.  If indicated, we think you
should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.

Form 40-F for Fiscal Year Ended December 31, 2007

General
1. You state in your response to prior comment number 1 that your Dubai-based
subsidiary, Ritchie Bros. Auctioneers (ME)  Limited, had hired a U.S. citizen in a
“local operations role.”  Pl ease discuss for us whether the involvement of a U.S.
citizen at your Dubai-based subsidiary constitutes a vi olation of U.S. sanctions.
2. You also state in your response that citizen s or residents of Iran, Syria, or Sudan
have purchased equipment at your non-U.S.  auctions.  Please describe to us the
types of equipment you or any of your di rect or indirect subsidiaries have
provided, directly or indire ctly, to Iran, Sudan, or Sy ria.  Certain types of
equipment are included in the Depart ment of Commerce’ s Commerce Control
List.  Tell us whether, to the best of your knowledge, understanding, and belief,
any of the equipment, components, or technology you have provided, directly or

Robert S. Armstrong
Ritchie Bros. Auctioneers Incorporated February 11, 2009 Page 2
indirectly, into Iran, Sudan, or Syria ha ve military uses, and describe possible
military uses of which you are aware.  Pleas e also advise us whether, to the best
of your knowledge, understanding, and belief, such equipment, components, or technology have been put to military use by Iran, Sudan, or Syria, and discuss any such use of which you are aware.  Fina lly, if you have provided into Iran any
equipment, components, or technology that can be put to military use, please discuss for us briefly the applicability of the Iran Fr eedom Support Act of 2006 to
your contacts with Iran.
3. You state in your response to prior co mment number 2 that you have modified
your compliance controls “to discont inue conducting any further business
transactions involving reside nts of Iran, Syria and Suda n (along with other U.S.
embargoed countries).”  This statement ra ises the possibility that you have had
business transactions with Cuba, anot her country identified by the State
Department as a state sponsor of terroris m and subject to U.S. economic sanctions
and export control.  Please advise us whether you have  had business transactions,
direct or indirect, involving citizens or residents of, entities located in, or the
government of, Cuba.  If so, provide us th e same information regarding Cuba that
we requested regarding Iran, Sudan, and Sy ria in the first two comments of our
letter dated November 26, 2008 and the two preceding comments of this letter.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 You may contact Matthew Cr ispino, Staff Attorney, at  (202) 551-3456 or Barbara
C. Jacobs, Assistant Director at (202) 551- 3730 if you have any questions regarding the
above comments.  If you need further assi stance, you may contact me at (202) 551-3451.
        S i n c e r e l y ,                  Mark Kronforst
Accounting Branch Chief

CORRESP
1
filename1.htm

SEC Response Letter Dated January 23, 2009

    Ritchie Bros. Auctioneers Incorporated

6500 River Road, Richmond, BC, Canada V6X 4G5

    Tel: 604-273-7564 • Fax: 604-273-2405

January 23, 2009

VIA EDGAR

Mr. Mark Kronforst

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

Mail Stop 4561

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Kronforst:

    Re:

    Ritchie Bros. Auctioneers Incorporated

    Form 40-F for the Fiscal Year Ended December 31, 2007

    Filed February 21, 2008

    Form 6-K Filed October 30, 2008

    File No. 001-13425

This letter is written in response to the comments included in your letter dated November 26, 2008
regarding your review of our Form 40-F and Form 6-K filings referenced above. We have included
your original comments in bold text below for your convenience. References in this letter to “we”,
“our” or “us” are to Ritchie Bros. Auctioneers Incorporated and its subsidiaries.

We also acknowledge that:

    •

    we are responsible for the adequacy and accuracy of the disclosure in our SEC filings;

    •

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

    •

    we may not assert staff comments as a defense in any proceedings initiated by the
Commission or any person under the federal securities laws of United States.

Comments and Responses for 2007 Form 40-F

    1)

    You state on page 5 of Exhibit 10.1 to your Form 40-F that you held your first Middle Eastern
auction in 1995 and your first African auction in 2003, and that you have constructed auction facilities since 1994 in various locations around the
world including the Middle East. In addition, we note from the Contact Us section of your
website that you have an office in Tehran, Iran. Iran, Syria, and Sudan, countries located
in the Middle East and Africa, are

Mr. Mark Kronforst

January 23, 2009

Page 2 of 8

    identified by the U.S. State Department as state sponsors
of terrorism, and are subject to U.S. economic sanctions and export controls. We note that
your Form 40-F does not include any disclosure regarding your contacts with Iran, Syria, or
Sudan. Please describe to us the nature and extent of your past, current, and anticipated
business contacts with Iran, Syria, or Sudan, whether through direct or indirect
arrangements. Your response should describe in reasonable detail any products or services
you have provided into the referenced countries, directly or indirectly, and any agreements,
commercial arrangements, or other contacts you have had with the governments of those
countries or entities controlled by those governments.

    Ritchie Bros. Auctioneers Incorporated (“RBA Parent”) is a company amalgamated under the
Canadian Business Corporations Act with its headquarters in Vancouver, B.C. The company’s
common shares are listed on both the Toronto and New York Stock Exchanges. Ritchie Bros.
sells, through unreserved public auctions, a broad range of industrial assets, including
equipment, trucks and other assets used in the construction, transportation, mining,
forestry, petroleum, material handling, marine, real estate and agricultural industries.

    Ritchie Bros. conducts business in the United States exclusively through an indirect,
wholly-owned subsidiary of RBA Parent, Ritchie Bros. Auctioneers (America) Inc. (“RBA
America”). Both RBA America and its immediate parent company, Ritchie Bros. Holdings Inc.
(“RBA Holdings U.S.”), are companies incorporated under the laws of the State of Washington.
RBA Holdings U.S. also has a wholly-owned Mexican subsidiary.

    Given our U.S. operations, we are aware of existing U.S. economic sanctions, including those
imposed by the Office of Foreign Assets Controls (“OFAC”), and have previously consulted
with outside U.S. counsel on these matters.

    For U.S. and Mexico auctions, we have procedures in place designed to ensure that no person
or entity located in, or a national of, any sanctioned country is permitted to consign
equipment for sale at auctions conducted by any of our U.S. entities or their subsidiaries
or to register to bid or otherwise participate at any such auction.

    In addition, regardless of the jurisdiction in which we hold an auction, whether within the
United States or abroad, or the nationality of our operating company conducting the auction,
we have implemented procedures designed to ensure that none of our operating entities
conducts business with any prohibited person or entity on the Specially Designated Nationals
(“SDN”) list maintained by OFAC and other U.S. export control prohibited parties lists.
Under our procedures, a designated individual from our Customer Service Group is responsible
for ensuring that, prior to entering into any transaction, all parties to the transaction
are screened against such lists. If there is a “hit,” the party is entered into our

Mr. Mark Kronforst

January 23, 2009

Page 3 of 8

    database with a special “HOLD status” designation, which means that we do not engage in any
transactions with such party. This includes preventing that party from consigning equipment
to us as well as preventing that party from registering or participating as a bidder in any
auction sale.

    With the exception of our U.S. and Mexican operations, we have structured our other global
business operations so that none are conducted or directed by any “U.S. persons” as defined
under the OFAC regulations for Iran, Sudan and Syria. More specifically, outside of the
United States and Mexico, our global operations are carried out by individual operating
companies which, in most cases, are incorporated under the laws of the local jurisdiction in
which they operate. All of such operating companies are either direct or indirect
wholly-owned subsidiaries of Ritchie Bros. Holdings Ltd. (“RBA Holdings Canada”), a company
amalgamated under the Canadian Business Corporations Act. RBA Holdings Canada, in turn, is
a wholly-owned subsidiary of RBA Parent.

    Ritchie Bros. Auctioneers (ME) Limited, a subsidiary incorporated under the laws of Cyprus
(“RB Dubai”), has for the past four years maintained a limited presence in Tehran, Iran, as
described below. Our understanding of the OFAC regulations applicable to Iran is that,
among other things, they prohibit a “United States person” from exporting or importing goods
or services from or to Iran, or facilitating such activities without a license from OFAC.
See, e.g., 31 CFR §§ 560.201, 560.204, 560.208. We understand that the OFAC
regulations pertaining to Sudan and Syria are similar to the OFAC Iranian regulations with
respect to their applicability to U.S. persons. See, e.g., 31 CFR §§
538.204-538.209, 538.315; 31 CFR §§ 542.201, 542.312.

    We have never conducted an auction in Iran, Sudan or Syria nor have we maintained any formal
“office” in these countries. During the past four years, we have employed one sales person
in Iran who works from his home and whose primary role has been to locate equipment for
consignment to be sold at one of our auction sites. This individual is employed by RB
Dubai, which is the operating company through which we conduct auctions at our auction
facility in Dubai. RB Dubai is an indirect, wholly-owned subsidiary of RB Holdings Canada.
None of our U.S. operations have been involved in any transactions involving Iran,
including, without limitation, consignments or auctions relating to Iran.

    From time to time, certain of our non-U.S. operating companies have in the past received
consignments of industrial equipment from parties who are citizens or residents of Iran,
Syria or Sudan. Similarly, citizens or residents of such countries have in the past
participated as bidders at such non-U.S. auctions and, on occasion, purchased equipment at
such auctions. Consignments and purchases from persons in such countries have been
immaterial in terms of our overall business, as discussed in our response to Comment No. 2,
below. To our knowledge, we have

Mr. Mark Kronforst

January 23, 2009

Page 4 of 8

    not been engaged in any transactions with any government
agency from such countries or any entity controlled by those governments.

    In addition to the internal controls described above, we have maintained a policy of not
allowing any “U.S. persons” to be employed by any of our non-US operations in a manner where
they could somehow be perceived as “facilitating” transactions involving Iran, Syria or
Sudan. Our global employee list is reviewed on a periodic basis to ensure compliance with
this policy.

    During the course of preparing our response to the current SEC inquiry, we accelerated our
periodic compliance review and discovered that, in May 2008, RB Dubai had inadvertently
hired a U.S. citizen in a local operations role. We have taken immediate steps to rectify
this situation. Given the immaterial historic volume of both consignments and purchases
involving parties that are resident in Iran, Syria or Sudan, and our further desire to
ensure there is no future inadvertent violation of any U.S. export control regulations, we
have decided to immediately discontinue any further business transactions involving parties
resident in Iran, Syria or Sudan by all of our operating entities worldwide.

    Effective as of January 23, 2009, no person that is resident in any U.S. embargoed country
shall be permitted to consign equipment to, or register as a bidder at, any Ritchie Bros.
auction worldwide. Our existing compliance systems have been modified to extend to all of
our global operations the controls that were previously implemented for our U.S. and Mexico
operations as described above. Further, we have discontinued our limited presence in Iran
and are relocating the employee that was formerly stationed there.

    We do not anticipate conducting any future business with parties that are resident in Iran,
Syria or Sudan unless and until such time as the current U.S. embargo on such countries is
lifted.

    2)

    Please discuss the materiality of any contacts with Iran, Syria, or Sudan described in
response to the foregoing comment, and whether those contacts would constitute a material
investment risk for your security holders. You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets and
liabilities for the last three fiscal years and any subsequent period. Also, address materiality
in terms of qualitative factors that a reasonable investor would deem important in making an investment
decision, including the potential impact of corporate activities upon a company’s reputation
and share value. As you may be aware, various state and municipal governments, universities
and other investors have proposed or adopted divestment or similar initiatives regarding
investment in companies that do business with U.S.-designated state sponsors of terrorism.
Your materiality analysis should address the

Mr. Mark Kronforst

January 23, 2009

Page 5 of 8

    potential impact of the investor sentiment
evidenced by such actions directed toward companies that have business contacts with Iran,
Syria, or Sudan.

    We do not consider our historical contacts with Iran, Syria or Sudan to be material or to
constitute a material investment risk for security holders.

    For the years ended December 31, 2005, 2006 and 2007 and for the eleven months ended
November 30, 2008, we obtained aggregate consignments (from sellers) within a range of
approximately 0.03% to 0.09% and aggregate gross auction proceeds within a range of
approximately 0.11% to 0.27% from purchases by individuals and entities in Iran, Syria and
Sudan. Thus, the aggregate level of activity has been substantially less than 1%. In
addition, we have had no assets or liabilities in any of those countries.

    Given that our activities in these countries have been de minimis and have not
violated U.S. law, we do not believe that these activities have had any material impact on
our operations, reputation or shareholder value. Therefore, we do not believe that
disclosure of these activities was warranted in our SEC filings. As described in our
response to Comment No. 1 above, effective as of January 23, 2009, we have modified our
compliance controls to discontinue conducting any further business transactions involving
residents of Iran, Syria and Sudan (along with other U.S. embargoed countries).
Accordingly, we do not believe there is anything further to be disclosed to investors in
connection with this matter.

    3)

    We note your statement that a “control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the internal control
system are met.” Please revise to state clearly, if true, that your disclosure controls and
procedures are designed to provide reasonable assurance of achieving their objectives and that
your principal executive officer and principal financial officer concluded that your
disclosure controls and procedures are effective at that reasonable assurance level. In the
alternative, remove the reference to the level of assurance of your disclosure controls and
procedures. Please refer to Section II.F.4 of Management’s Reports on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, SEC
Release No. 33-8238, available on our website at http://www.sec.gov/rules/final/33-8238.htm.

    Also, in Exhibit 3 you provide disclosure regarding the effectiveness of your disclosure
controls and procedures. We note, however, that the discussion does not contain the
complete definition of disclosure controls and procedures as provided in Exchange Act Rule
13a-15(e). In addition, as with disclosure in the Form 40-F, you indicate that your control
system can only provide reasonable assurance that its objectives are met, but you do not
state that your principal executive officer and principal financial officer concluded that

Mr. Mark Kronforst

January 23, 2009

Page 6 of 8

    your disclosure controls and procedures are effective at the reasonable assurance level.
Please tell us if you have considered revising the disclosure in Exhibit 3 to conform to the
disclosure in the Form 40-F.

    In future Form 40-F filings, we will (a) revise the disclosure under the heading “Disclosure
Controls and Procedures” to state that our disclosure controls and procedures are designed
to provide reasonable assurance of achieving their objectives and that our principal
executive officer and principal financial officer have concluded that our disclosure
controls and procedures are effective at that reasonable assurance level and (b) include the
complete definition of disclosure controls and procedures as provided in Exchange Act Rule
13a-15(e). We also will remove the remaining disclosure related to the assurance level and
revise the disclosure under the heading “Disclosure Controls and Procedures” in Exhibit 3 to
conform to the disclosure in the Form 40-F, as it will be revised as described above.

    4)

    We note your statement that no liability has been recorded in your financial statements with
respect to contracts for which you guarantee a minimum level of proceeds to the consignor.
Please clarify for us why no liability is recorded. Refer to authoritative accounting
literature as appropriate.

    In certain situations we will guarantee a minimum level of proceeds to a consignor and earn
a commission on the actual auction proceeds achieved from the sale of the underlying assets
at our auction. The commission rate is negotiated in advance of the sale. These consigned
assets are sold on an unreserved basis in the same manner as other consignments and are
consigned for a specific auction (i.e.

Mail Stop 4561          November 26, 2008  Robert S. Armstrong Chief Financial Officer Ritchie Bros. Auctioneers Incorporated 6500 River Road Richmond, British Co lumbia V6X 4G5
Canada
Re: Ritchie Bros. Auctioneers Incorporated
 Form 40-F for Fiscal Year Ended December 31, 2007
Filed February 21, 2008 Form 6-K Filed October 30, 2008
 File No. 001-13425

Dear Mr. Armstrong:

We have reviewed the above-referenced f ilings and have the following comments.
If indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In
some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 40-F for Fiscal Year Ended December 31, 2007

General
1. You state on page 5 of Exhibit 10.1 to your  Form 40-F  that you held your first
Middle Eastern auction in 1995 and your fi rst African auction in 2003, and that
you have constructed auction facilities since 1994 in various locations around the
world including the Middle East.  In addition, we note from the Contact Us
section of your website that you have an office in Tehran, Iran.  Iran, Syria, and
Sudan, countries located in the Middle East  and Africa, are identified by the U.S.

Robert S. Armstrong
Ritchie Bros. Auctioneers Incorporated
November 26, 2008 Page 2
State Department as state sponsors of te rrorism, and are subject to U.S. economic
sanctions and export controls.  We note that your Form 40-F does not include any
disclosure regarding your contacts with Ira n, Syria, or Sudan.  Please describe to
us the nature and extent of your past, current, and anticipated business contacts
with Iran, Syria, or Sudan, whether through di rect or indirect a rrangements.  Your
response should describe in reasonable de tail any products or services you have
provided into the referenced countries, dire ctly or indirectly, and any agreements,
commercial arrangements, or other cont acts you have had with the governments
of those countries or entities controlled by those governments.
2. Please discuss the materiality of any contac ts with Iran, Syria, or Sudan described
in response to the foregoing comment, and whether those contacts would constitute a material investment risk for your security holders.  You should
address materiality in quantitative terms, including the approximate
 dollar
amounts of any associated reve nues, assets, and liabilities for the last three fiscal
years and any subsequent period.  Also, addr ess materiality in terms of qualitative
factors that a reasonable i nvestor would deem important in making an investment
decision, including the potential impact of corporate activities upon a company’s
reputation and share value.  As you may be aware, various state and municipal
governments, universities and other i nvestors have proposed or adopted
divestment or similar initiatives rega rding investment in companies that do
business with U.S.-designated state spons ors of terrorism.  Your materiality
analysis should address the potential imp act of the investor sentiment evidenced
by such actions directed toward companie s that have business contacts with Iran,
Syria, or Sudan.
 Disclosure Controls and Procedures, page 2

3. We note your statement that a “control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives
of the internal control system are met.”  Pl ease revise to state cl early, if true, that
your disclosure controls and procedures are designed to  provide reasonable
assurance of achieving their objectives a nd that your principal executive officer
and principal financial officer conclude d that your disclosure controls and
procedures are effective at that reasonable  assurance level.  In the alternative,
remove the reference to the level of assurance of your disclosure controls and procedures.  Please refer to Section II.F .4 of Management’s Reports on Internal
Control Over Financial Reporting and Cer tification of Disclosure in Exchange
Act Periodic Reports, SEC Release N o. 33-8238, available on our website at
<http://www.sec.gov/rules/final/33-8238.htm
>.

Also, in Exhibit 3 you provide disclosure  regarding the eff ectiveness of your
disclosure controls and procedures.  We note, however, that the discussion does not contain the complete definition of disclosure controls and procedures as

Robert S. Armstrong
Ritchie Bros. Auctioneers Incorporated
November 26, 2008 Page 3
provided in Exchange Act Rule 13a-15(e).  In addition, as with the disclosure in
the Form 40-F, you indicate that your cont rol system can only provide reasonable
assurance that its objectives are met, but you do not state th at your principal
executive officer and principal financial officer concluded th at your disclosure
controls and procedures are effective at th e reasonable assurance level.  Please tell
us if you have considered revising the disc losure in Exhibit 3 to conform to the
disclosure in the Form 40-F.

Exhibit 2.  Consolidated Financial Statements

Footnote 9.  Commitments and Contingencies

(b) Contingencies, page 20
4. We note your statement that no liability has been recorded in your financial
statements with respect to contracts for which you guarantee a minimum level of
proceeds to the consignor.  Please clarif y for us why no liability is recorded.
Refer to authoritative accoun ting literature as appropriate.
 Form 6-K Filed October 30, 2008

 Part 1.  Financial Information

 Item 1.  Financial Statements

 Consolidated Balance Sheets, page 4

5. It appears that your “days sales outstanding” based on gross transaction volume increased significantly at September 30, 2008 as compared to December 31, 2007.
Please explain to us, in reasonable detail, the reasons for this apparent increase.
As part of your response, please descri be any changes in payment terms or
collection policies and practices and tell  us how you have considered providing
disclosure regarding th is trend in your MD&A.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.

Robert S. Armstrong
Ritchie Bros. Auctioneers Incorporated November 26, 2008 Page 4
 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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy 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 in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Mark Sh annon, Staff Accountant, at  (202) 551-3299 if you have
any questions regarding comments on the fina ncial statements and related matters.
Please address questions rega rding all other comments to  Matthew Crispino, Staff
Attorney, at (202) 551-3456 or Barbara C. J acobs, Assistant Direct or at (202) 551-3735.
If you need further assistance, you may contact me at (202) 551-3735.

       S i n c e r e l y ,           Mark Kronforst
        A c c o u n t i n g  B r a n c h  C h i e f

July 19, 2007

Mail Stop 4561

Mr. Robert Armstrong
Chief Financial Officer
Ritchie Bros. Auctioneers Incorporated
6500 River Road
Richmond, BC  Canada  V6X 4G5

Re: Ritchie Bros. Auctioneers Incorporated
Form 40-F for the year ended December 31, 2006
File No. 1-13425

Dear Mr. Armstrong:

We have completed our review of your Form 40-F and related filings and do not, at this
time, have any further comments.

       S i n c e r e l y ,

Daniel L. Gordon
Branch Chief

CORRESP
1
filename1.htm

SEC Correspondence

    Ritchie Bros. Auctioneers Incorporated
6500 River Road, Richmond, BC, Canada V6X 4G5

    Tel: 604-273-7564  •  Fax: 604-273-2405

June 25, 2007

VIA EDGAR

Mr. Daniel L. Gordon

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

Mail Stop 4561

450 Fifth Street, N.W.

Washington, D.C. 20549

Dear Mr. Gordon:

    Re:

    Ritchie Bros. Auctioneers Incorporated
Form 40-F for the year ended December 31, 2006
Filed 2/22/07
File No. 001-13425

This letter is written in response to the additional comments included in your letter dated June
12, 2007 regarding our Form 40-F filing referenced above. We have included your original comments
in bold text below for your convenience. References in this letter to “we”, “our” or “us” are to
Ritchie Bros. Auctioneers Incorporated and its subsidiaries.

    1)

    We have reviewed your response to comment 2. As noted in paragraph 20 of EITF 99-19,
voluntary disclosure of gross transaction volumes is permissible, provided that the amounts
are not characterized as revenues or sales. Any reference to gross transaction volumes as
revenues or sales should be removed from future filings. We continue to believe that this
measure is a non-GAAP financial measure and would be subject to Regulation G but would not be
reconcilable due to the fact that the reconciling item (third party revenues) is not derived
from your financial statements. This would require you to remove the measure but we will
allow it as long as you refer to the measure as something other than revenues or sales as
noted above (i.e. gross transaction volumes).

    We will remove from future filings any reference to gross transaction volumes as gross auction
sales and will instead call them gross auction proceeds, or a similar
description.

    2)

    We note your response to comment 3. Please confirm to us that you will present incidental
interest income within the other income (expense) section of your Statement of Operations in
all future filings, including periods commencing prior to January 1, 2008.

Mr. Daniel L. Gordon

June 25, 2007

Page 2 of 3

    As discussed telephonically with the Staff, we confirm that incidental interest income
represented less than 2% of auction revenues and less than 5% of earnings from operations for
the period ended March 31, 2007. Because this amount is not considered material, and will not
impact investors’ valuation decisions about our stock, which are based mainly on earnings per
share, we would respectfully propose to adopt this change effective January 1, 2008. This will
ensure comparability between periods and will help to avoid the confusion for our investors and
other users of our financial statements that may result from a mid-year change. Changing the
classification at the start of 2008 will allow us to provide full year guidance to the
investment community, preserve comparability between periods and avoid confusion.

    3)

    We note your response to comment 5. It appears that you have general inventory risk on
auction items you purchase from sellers, even if it is for a short period of time.
Specifically, you take title to the product before it is ordered (i.e. purchased at auction)
by the end customer. You note in your response that you do not hold inventory from auction to
auction and equipment is acquired for a specific auction and sold at that auction. Please
tell us what your risk is related to items that you are not able to sell at a particular
auction. Also, clarify your risk of inventory that is damaged while in your possession. If
you are able to always sell 100% of the items please explain how this occurs.

    One unique characteristic of all of our auctions is that they are truly “unreserved”, meaning
there are no minimum or reserve prices on anything we sell, and every item sells to the highest
bidder on sale day regardless of the price. As a result, we always sell 100% of the items in
our auctions, regardless of whether they are inventory or straight commission items (and there
is no distinction at the auction between the various contracts—all items sell in the same
manner and buyers do not know what type of contract we have signed with the seller). This
certainty of sale is one of our competitive advantages and something to which we are committed.

    Our exposure to potential inventory damage is very low—historically, it is rare that any
damage has occurred in our possession. In addition, we have security patrols at our auction
facilities and we carry adequate insurance, both of which further mitigate the already
negligible risk. Because we sell all items at our auctions on an “as-is, where-is” basis and
provide no warranties or guarantees of condition to our buyers, any potential damage to
inventory or other items would not affect our ability to sell. If an inventory item was
damaged while in our possession, it would still be sold—people travel from around the world to
attend our auctions, and last minute deletions would damage our reputation.

    Our exposure to inventory risk is further reduced by the fact that the value of items we sell
tends not to be volatile or to change significantly over the short time period

Mr. Daniel L. Gordon

June 25, 2007

Page 3 of 3

    that we hold these items. We sell income-producing assets, and not commodity-type items, and
therefore, the risk of a decline in value for an inventory item is low.

    As discussed in our prior response letter, our assessment of reporting net gains or losses on
the auction of inventory on a net basis was based on a balanced consideration of all of the
criteria detailed in EITF 99-19, as follows:

    •

    Is the company the primary obligor in the arrangement? Our role as the primary
obligor in the arrangement is limited.

    •

    Does the company have general inventory risk? We have negligible general inventory
risk.

    •

    Does the company have latitude in establishing price? We have no latitude in
establishing sale prices of inventory items.

    •

    Does the company change the product or perform part of the service? “Make-ready”
work is performed but its value is not significant and it is more in the context of
“packaging” the equipment for sale.

    •

    Does the company have discretion in supplier selection? We do not purchase assets
“ordered” by customers so do not have suppliers discretion.

    •

    Is the company involved in the determination of product or service specifications?
We do not determine product specifications.

    •

    Does the company have physical loss inventory risk? Our physical loss inventory
risk is minimal

    •

    Does the company have credit risk? We have little or no credit risk.

    Based on the fact that most of these indicators support reporting gains or losses on inventory
sales on a net basis, and none provide strong evidence for gross basis recording, we believe
that our treatment is appropriate.

Please contact me if you have any additional questions after reviewing our responses to your
additional comments.

Sincerely,

/s/ Robert S. Armstrong

Robert S. Armstrong

Vice-President Finance, Chief Financial

Officer and Corporate Secretary

Phone: (604) 273-2101

CORRESP
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filename1.htm

SEC Response Letter

May 25, 2007

VIA EDGAR

Mr. Daniel L. Gordon

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

Mail Stop 4561

450 Fifth Street, N.W.

Washington, D.C. 20549

Dear Mr. Gordon:

    Re:

    Ritchie Bros. Auctioneers Incorporated

Form 40-F for the year ended December 31, 2006

Filed 2/22/07

File No. 001-13425

This letter is written in response to the comments included in your letter dated May 11, 2007
regarding your review of our Form 40-F filing referenced above. We have included your original
comments in bold text below for your convenience. References in this letter to “we,” “our” or “us”
are to Ritchie Bros. Auctioneers Incorporated and its subsidiaries.

We also acknowledge that:

    •

    we are responsible for the adequacy and accuracy of the
disclosure in our SEC filings;

    •

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

    •

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

    1.

    Please advise us how you determined that you meet the eligibility requirements to file on
Form 40-F. Refer to paragraph A(2) of the general instructions to Form 40-F. Specifically,
tell us how you meet the requirements to qualify as a foreign private issuer.

Mr. Daniel L. Gordon

May 25, 2007

Page 2 of 8

    In accordance with Rule 405 of the Securities Act, the term “foreign private issuer” means any
foreign issuer other than a foreign government except an issuer meeting the following
conditions:

    1)

    More than 50 percent of the outstanding voting securities of such issuer are directly or
indirectly owned of record by residents of the United States; and

    2)

    Any of the following:

    i)

    The majority of the executive officers or directors are United States
citizens or residents;

    ii)

    More than 50 percent of the assets of the issuer are located in the United
States; or

    iii)

    The business of the issuer is administered principally in the United States.

    We are a “foreign issuer” for purposes of SEC rules because we are a company amalgamated under
and governed by the Canada Business Corporations Act. In determining whether we are a foreign
private issuer, we performed an inquiry with our transfer agent, Computershare Trust Company of
Canada, of the number of our outstanding common shares owned of record by residents of the
United States, including brokers, dealers, banks and other nominees located in the United
States in accordance with Rule 405. As at December 31, 2006, approximately 44% of our
outstanding common shares were held by shareholders of record resident in the United States.

    To determine beneficial ownership of shares held of record by (a) non-U.S. shareholders, and
(b) U.S. shareholders, we reviewed our shareholder position listing report and holders of
record report. We also reviewed all omnibus proxies received for our annual meeting of
shareholders and our Non-Objecting Beneficial Ownership (or NOBO) report. These reports and
sources do not provide identity information for all of our beneficial owners because most have
indicated an unwillingness to provide relevant information and accordingly, were not included
on our NOBO list. However, based on the information available to us, there appear to be more shares held by United States holders of record that are beneficially owned by non-U.S. persons
than shares held by non-U.S. holders of record that are beneficially owned by U.S. persons.
For example, the majority of shares reflected in our NOBO list were beneficially owned by
non-U.S. persons.

    Based on the beneficial ownership reports we have been able to obtain, we have concluded that
the actual percentage of shares beneficially owned by U.S. residents is likely less than the
44% record ownership by U.S. residents. Accordingly, we have also concluded that the
percentage of our shares beneficially owned by U.S. residents is less than 50%, and that we
therefore qualify as a foreign private issuer and that filing on Form 40-F was appropriate.

Mr. Daniel L. Gordon

May 25, 2007

Page 3 of 8

    We will continue to monitor on a quarterly basis the percentage of our outstanding voting
securities directly or indirectly owned of record by residents of the United States, and apply
the second part of the test when necessary, to determine if the use of Form 40-F continues to
be appropriate.

    2.

    We note that you discuss gross auction sales within Management’s Discussion and Analysis and
various other parts of the filing. This disclosure represents a non-GAAP financial measure
and it appears that your presentation of gross auction sales is not appropriate. Such
measures need to be accompanied by clear disclosure that the measures do not have a
standardized meaning, an explanation of their composition and reconciliation to the most
directly comparable measure in the issuer’s GAAP financial statements. In your response
provide us with your proposed disclosure that will be included in future filings. For
reference see Revised CSA Staff Notice 52-306.

    Within our Management’s Discussion and Analysis and various other parts of our filing, when we
refer to gross auction sales for the first time we state that it represents the total proceeds
from all items sold at our auctions. We believe that this term is clearly defined and not
subject to significant non-standard treatment such as, for example, EBITDA or EBIT. In our
MD&A discussion under the heading Sources of Revenue and Revenue Recognition, we provide an
explanation that gross auction sales is an important measure we use in comparing and assessing
our operating performance and why we feel it is important. We also state that gross auction
sales is not a measure of revenue and is not presented in our statement of operations, and
provide the closest comparable financial statement measure, which is auction revenues (the top
line of our Statement of Operations). As discussed in our public disclosure, auction revenues
may vary from period to period based on the types of commissions and agency structures we
undertake. Because gross auction sales are not affected by the types of commissions and agency
structures we undertake, we believe that they provide a more useful and consistent measure of
our operational performance from period to period, which also assists in better understanding
other aspects of our business and performance. Throughout our filing, we give equal or greater
prominence to auction revenues than to gross auction sales.

    We believe gross auction sales is not a financial or liquidity measure derived from our
financial statements. As such, we believe that the otherwise applicable reconciliation
requirement of Regulation G is not required.

    The following is our proposed general disclosure of gross auction sales to be included in
future filings:

    Gross auction sales represents the total proceeds from all items sold at our auctions. Our
definition of gross auction sales may differ from those used by other participants in our
industry. Gross auction sales is an important measure we use in comparing and assessing
our operating performance. It is not a measure of

Mr. Daniel L. Gordon

May 25, 2007

Page 4 of 8

    our financial performance, liquidity or revenue and is not presented in our consolidated
financial statements. We believe that auction revenues, which is the most directly
comparable measure in our Statement of Operations, and certain other line items, are best
understood by considering their relationship to gross auction sales. Auction revenues
represent the revenues we earn in the course of conducting our auctions. The portion of
our gross auction sales that we do not retain is remitted to our customers who consign
items to our auctions.

    3.

    In future filings please revise to present incidental interest income within the Other income
(expense) section of your Statement of Operations.

    For all reporting periods commencing on or after January 1, 2008, we will present incidental
interest income within the Other Income (Expense) section of our Statement of Operations.

    4.

    Please advise us why you have characterized a decrease in funds committed for debt repayment
as a financing cash inflow. In your response, tell us if these funds were legally restricted
or just internally earmarked for debt service.

    In the past, certain of our term loans required us to make minimum annual payments (plus
interest) and to deposit a portion of those payments in a money market account with the lender,
which amount was treated as a sinking fund. The remainder of the annual payment was treated as
a principal repayment. Because the terms of the loan agreements required us to maintain these
minimum sinking fund balances for the duration of the term loans, the sinking funds were
contractually restricted. We recorded the sinking fund amounts in our consolidated balance
sheets as “funds committed for debt repayment”, and when we made sinking fund payments, we
treated the cash outflow as a financing cash outflow to reflect the fact that the payments were
made in accordance with specific loan agreements.

    When the term loans came due in 2004 and 2005, the related sinking fund balances were
available, at our election, to repay part of the remaining principal amounts outstanding on the
term loans or to be returned to our operating bank account. We elected to have the cash
returned to our operating account and to refinance the remaining balance of the term loans.
The money market funds were redeemed and the proceeds deposited in our bank account. As a
result, we treated the sinking fund portion of the transaction as a financing cash inflow to
reflect the fact that the sinking fund payments were now available for general purposes and
reclassified to cash and cash equivalents in our consolidated balance sheets. The repayment of
the term loans and subsequent refinancing of the loans was treated as a financing cash outflow
and cash inflow, respectively.

Mr. Daniel L. Gordon

May 25, 2007

Page 5 of 8

    5.

    Please advise us of your basis in GAAP for recording the net gain or loss on auction of
inventory items as revenue. It appears that you take ownership of some inventory and may have
all of the risk related to their future sale. Tell us why you are recording these revenues on
a net basis and not gross basis. For reference see EITF 99-19. We are referencing US GAAP
due to the fact that there is no reconciling item shown in footnote 9.

    Because the auction business is a net business, we do not record gross auction sales in our
Statements of Operations; rather, we record the net commission we earn from sales as auction
revenues, which reflects our acting in an agency relationship between buyers and sellers of
equipment. In certain limited situations, we temporarily acquire title to a limited number of
items of equipment to be sold at an upcoming auction, without assuming significant risks and
rewards of ownership of the goods. Our acquisition of equipment in advance of an auction is an
ancillary component of our auction business (typically representing less than ten percent of
gross auction sales volume) and we do not treat it as a separate and distinct business. We are
usually indifferent to the choice by a consignor of a commission-based or purchase contract.

    We acquire title to equipment to accommodate the desire of some sellers for greater
predictability of sale proceeds. As we do not acquire the equipment for speculative purposes,
but simply use the inventory option as a tool for securing equipment for a particular auction,
inventory items are typically held for less than 45 days and are sold on an unreserved basis at
the next local auction.

    We present these transactions involving equipment to which we have obtained title on a net
basis, with the net gain or loss on sale being recorded as a component of our auction revenues.
As discussed below, we believe our method of and reasons for acquiring equipment into
inventory provide persuasive evidence that net basis presentation is appropriate for us.

    We reached the decision to record a net gain or loss on auction of inventory items as revenue
after careful consideration of EITF 99-19. We evaluated the criteria detailed in EITF 99-19 as
follows:

    •

    Is the Company the Primary Obligor in the Arrangement? Our role as the primary
obligor in the arrangement is limited. We purchase items from equipment owners for sale
in a specific auction, but we are not responsible to buyers for the acceptability of the
equipment. The items are sold at the next auction on an “as-is, where-is” basis, and no
rights of return or warranties are provided to buyers. Our contracts for the acquisition
of equipment clearly state that the equipment is being acquired for resale at a specific
auction. We do not make any representations about the inventory items during marketing or
in the terms of sale, and buyers at our auctions sign an agreement acknowledging that we
make no representations as to suitability, acceptability or condition of items sold at our
auctions. In addition, the seller is responsible for delivering the items to our

Mr. Daniel L. Gordon

May 25, 2007

Page 6 of 8

    auction site prior to title transfer and the buyer is responsible for taking them away once
they are paid for in full.

    Consistent with our external reporting, our internal management reports show our revenue
from the sale of equipment at our auctions as a percentage of the sales price at auction,
regardless of whether we sell the equipment on a straight commission basis or purchase it
from the seller. This is illustrative of our view that our role is that of an agent of the
consignor or owner of equipment, and not that of principal. In certain situations we
will agree to pay to the seller an additional percentage of the proceeds from auction over
a certain threshold, which provides further evidence of the agency relationship and that we
are not the primary obligor in these transactions, which supports net presentation.

    •

    Does the Company have General Inventory Risk? We have negligible general
inventory risk as (a) we generally hold title to assets for a short period of time prior
to a specific auction, (b) the equipment we purchase generally is income-producing, and
not subject to significant fluctuations in value, and we are aware of prevailing market
prices, and (c) customers do not order items from us. Most inventory items are sold at
the next auction within days of title transfer in the same manner as
consigned equipment and we do not hold inventory from one
auction to the next. Equipment is typically taken into inventory only in connection with
a specific auction and there is no difference in the terms and
conditions of sale compared to consigned equipment. We do not acquire the inventory items for company use and ordinarily
do not sell the equipment any other way except at our unreserved auctions, where 100
percent of items sell on sale day to the highest bidder. In addition, we do not have any
back-end inventory risk because customers do not have the right of return.

    •

    Does the Company have Latitude in Establishing Price? We have no latitude in
establishing sale prices of inventory items. Similar to all other items sold at our
auctions, purchased inventory is sold on an “unreserved” basis. This means there are no
minimum or reserve prices on anything we sell at our auctions — every item is sold to the
highest bidder on sale day regardless of price. We provide a market place for the
exchange of assets, but the sales prices are determined by the bidders at our auction