United States securities and exchange commission logo





                            February 24, 2023

       Scott A. Anderson
       Chief Accounting Officer
       KAR Auction Services, Inc.
       11299 N. Illinois Street
       Carmel, Indiana 46032

                                                        Re: KAR Auction
Services, Inc.
                                                            Form 10-K for
Fiscal Year Ended December 31, 2021
                                                            Filed February 23,
2022
                                                            Form 10-Q for
Fiscal Period Ended September 30, 2022
                                                            Filed November 2,
2022
                                                            File No. 001-34568

       Dear Scott A. Anderson:

              We have reviewed your January 20, 2023 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
       December 27, 2022 letter.

       Form 10-Q for Fiscal Period Ended September 30, 2022

       Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
       25

   1.                                                   Refer to your response
to comment 8. For the nine months ended September 2022, please
                                                        show us in detail how
the amounts of the gain on discontinued operations of $521.8
                                                        million and net cash
used in operating activities by discontinued operations of $435.6
                                                        million were computed.
In regard to the net cash used, please explain the reason for the
                                                        amounts of the material
underlying components (e.g., changes in accounts receivable and
                                                        accounts payable cited
in the response), how they are associated with the discontinued
                                                        operations and the
reason they are either a provision or usage of cash.
 Scott A. Anderson
KAR Auction Services, Inc.
February 24, 2023
Page 2
Liquidity and Capital Resources
Summary of Cash Flows, page 43

2.       Refer to your response to comment 9. In the example of your intended
revised disclosure
         you refer to noncash items. However, these do not appear to actually
affect cash. Please
         discuss in your analysis the items that actually impact operating
cash.
         Additionally, provide discussion regarding material underlying factors
cited when it is not
         apparent why and the extent they impact operating cash, for example,
wholesale vehicle
         values and timing cited in your intended revised disclosure.
3.       The discussion in the first paragraph on page 10 of your response to
comment 9 appears to
         be useful information in understanding changes in operating cash flows
of continuing
         operations and supporting your contention that cash provided by
operating activities
         is sufficient to meet your operating needs for the foreseeable future.
Please consider
         including this in your disclosure.
       You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at
202-551-3309 if
you have questions regarding comments on the financial statements and related
matters.



FirstName LastNameScott A. Anderson                           Sincerely,
Comapany NameKAR Auction Services, Inc.
                                                              Division of
Corporation Finance
February 24, 2023 Page 2                                      Office of Trade &
Services
FirstName LastName