RE:
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B/E Aerospace, Inc.
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1.
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We note your response to our prior comment number two and we are unable to agree with your conclusions. Your disclosure states your total backlog is $8.25 billion, which is substantially in excess of twice your fiscal year 2012 sales. Further, as disclosure of backlog information is intended to provide indicative information to investors, we believe such information is material. We also note that you disclose only one named customer representing greater than 10% of your revenues and the sum of two named customers who together, represent 14% of your revenues. You otherwise state you have a broad and diverse customer base with over 300 customers for your commercial aircraft and business jet segments and over 4,000 customers for your consumables management segment. As such, it is unclear to us why you believe disclosure of backlog information at the level of your reportable segments would result in competitive harm or potentially breach any of your customer agreements. Accordingly, in addition to the other expanded backlog information you have agreed to provide, we continue to believe you should provide disclosure of your backlog by reportable segment in future filings. Please contact us at the telephone numbers provided at the end of this letter if you wish to discuss further.
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2.
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We have read your response to prior comment six. Please re-file exhibit 10.12 with exhibit A in your next periodic report.
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the Company is responsible for the adequacy and accuracy of the disclosure in its filing;
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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
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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.
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cc:
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Amin J. Khoury – B/E Aerospace, Inc., Chief Executive Officer
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Thomas P. McCaffrey – B/E Aerospace, Inc., Senior Vice President and Chief Financial Officer
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Ryan M. Patch – B/E Aerospace, Inc., Vice President - Law, General Counsel and Secretary
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Greg Powell – B/E Aerospace, Inc., Vice President, Investor Relations
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