Mail Stop 3561
                                                               July 25, 2018


    Jim Hallett
    Chairman of the Board and Chief Executive Officer
    IAA Spinco Inc.
    Two Westbrook Corporate Center, 10th Floor
    Westchester, Illinois 60154

            Re:    IAA Spinco Inc.
                   Form 10-12B
                   Filed June 28, 2018
                   File No. 001-38580

    Dear Mr. Hallett:

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

    Exhibit 99.1

    General

        1. In a prominent place in your information statement, please disclose
the amount of the
           distribution to be paid to KAR, how you arrived at the amount, and
how you intend to
           finance it.

    Continue to Develop International Buyer Network, page 13

        2. We note your disclosure that, in 2017, approximately 16% of your
U.S. volume was sold
           to buyers registered outside of the United States," and that you
estimate that
           approximately 25%-30% of the U.S. volume sold through your market
place is exported
           outside of the United States. Please disclose how you arrived at
this 25% to 30%
 Jim Hallett
IAA Spinco Inc.
July 25, 2018
Page 2

       estimation, including whether and how you track exports of your vehicles
after they are
       sold to consumers.

The Separation and Distribution, page 38

    3. We note that the conditions to the distribution and separation are
subject to the
       satisfaction or, to the extent permitted by applicable law, waiver by
KAR. If KAR
       waives any condition and the impact of such waiver is material to KAR's
shareholders,
       please tell us how KAR intends to communicate such waiver to its
shareholders.

Market for IAA Spinco Inc.'s Common Stock, page 40

    4. Please briefly describe in this section the "many factors" that will
influence the trading
       prices for IAA common stock.

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

Sources of Revenues and Expenses, page 69

    5. Considering you state elsewhere that fees for your services are earned
from both sellers
       and buyers, provide additional detail here to explain what proportion of
your revenues is
       derived from each. You also describe a variety of services you offer to
your customers in
       your Business section; if a significant portion of your revenues is
derived from a
       particular service or a few services, please enhance your disclosure to
identify these
       services.

Revenue, page 69

    6. Enhance this discussion to provide additional disclosure about the
results of operations
       you describe here. For example, you state that vehicles sold under
purchase agreements
       or purchased from individual sellers were approximately 5% and 7% of
total damaged
       and total loss vehicles; however, it is not clear why you have chosen to
highlight this
       particular aspect of your business. Please revise to disclose the nature
of the sellers and
       percentages attributable to the remainder of your damaged and total loss
vehicles.
       Similarly, you highlight North American online sales volume at 60% of
total vehicles
       sold; however, you have not disclosed the source of the remaining 40%.

Management, page 80

    7. You disclose elsewhere in your registration statement that, after the
separation and
       distribution, certain of your directors and executive officers may have
actual or potential
       conflicts of interest because of their equity ownership in and other
continuing
       relationships with KAR. Please briefly describe these actual or
potential conflicts of
       interest in this section.
 Jim Hallett
IAA Spinco Inc.
July 25, 2018
Page 3


        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 Katherine Bagley, Staff Attorney, at (202) 551-2545 or me
at
(202) 551-3264 with any questions.


                                                          Sincerely,

                                                          /s/ Mara L. Ransom

                                                          Mara L. Ransom
                                                          Assistant Director
                                                          Office of Consumer
Products