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SEC Letter

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

         DIRECT DIAL

+852 3740 4863

        DIRECT FAX

 +852
3910 4863

         EMAIL ADDRESS

JULIE.GAO@SKADDEN.COM

PARTNERS

JOHN ADEBIYI ¿

 CHRISTOPHER W.
BETTS

 WILL H. CAI ^

 EDWARD H.P. LAM ¿*

 HAIPING LI *

 RORY MCALPINE ¿

CLIVE W. ROUGH ¿

 JONATHAN B.
STONE *

 ALEC P.
TRACY *

 ^ (ALSO ADMITTED IN CALIFORNIA)

¿ (ALSO
ADMITTED IN ENGLAND &
WALES)

* (ALSO ADMITTED
IN NEW YORK)

REGISTERED FOREIGN LAWYERS

Z. JULIE GAO (CALIFORNIA)

 BRADLEY A. KLEIN (ILLINOIS)

GREGORY G.H. MIAO (NEW YORK)

ALAN G. SCHIFFMAN (NEW YORK)

 42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

_____

TEL: (852) 3740-4700

 FAX: (852)
3740-4727

 www.skadden.com

 December 14, 2015

 AFFILIATE OFFICES

_____

BOSTON

 CHICAGO

HOUSTON

 LOS ANGELES

NEW YORK

 PALO ALTO

WASHINGTON, D.C.

 WILMINGTON

_____

BEIJING

 BRUSSELS

FRANKFURT

 LONDON

MOSCOW

 MUNICH

PARIS

 SÃO PAULO

SEOUL

 SHANGHAI

SINGAPORE

 SYDNEY

TOKYO

 TORONTO

 Dietrich King, Assistant Director

David Lin, Staff Attorney

 Amit Pande, Accounting Branch Chief

 Benjamin Phippen, Staff Accountant

 Division of Corporation
Finance

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
Yirendai Ltd.

 Supplemental Submission to the Staff

Dear Mr. King, Mr. Lin, Mr. Pande and Mr. Phippen:

On behalf of our client, Yirendai Ltd., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we
submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the additional questions raised by the Staff during the Company’s
telephone discussion with the Staff on December 11, 2015 (the “December 11 Call”) relating to certain comments contained in the Staff’s letter dated December 2, 2015 (the “December 2 Comment Letter”).

The Staff’s relevant comments from the December 2 Comment Letter are reproduced below, including the Company’s original
responses in a letter dated December 7, 2015, and are followed by the Company’s responses to the additional questions raised by the Staff during the December 11 Call, with certain sensitive commercial information being redacted with
asterisks. Capitalized terms used but not otherwise defined herein have the meanings set forth in the amendment No. 3 to the Company’s registration statement on Form F-1 field with the Commission via EDGAR on December 10, 2015.

 Securities and Exchange Commission

December 14, 2015

  Page
 2

 On behalf of the Company, we are supplementally providing to the Staff the Company’s
responses without any portion being redacted under a separate cover letter. The letter and the information provided therein constitute confidential information of the Company.

1.
Comment No. 11 of the December 2 Comment Letter

 Operating Costs and
Expenses, page 92

 Please tell us the breakdown of expenses between origination and servicing costs as disclosed on page 92.

 In response to the Staff’s comment, the Company sets out below the breakdown of expenses between origination and servicing costs
for the periods presented:

For the Year Ended
December 31,

For the Nine Months
Ended September 30,

2013

2014

2014

2015

(in US$ thousands)

 Origination and servicing expenses:

 Credit assessment

782

1,694

1,269

1,189

 Customer and system support

87

790

339

2,805

 Third-party payment process services fee

112

1,003

590

5,110

 Collection

8

54

29

341

 Guarantee expense (1)

266

—

—

—

1,255

3,541

2,227

9,445

(1)
Represents a one-time fee of US$266 thousand paid by the Company to Tian Da Xin An in August 2013 for its assumption of the obligation of the Company on the outstanding loan balances that were covered under the previous
risk reserve fund model.

 Securities and Exchange Commission

December 14, 2015

  Page
 3

 The Company respectfully advises the Staff that of the origination and servicing costs, the
cost for credit assessment is associated with the Company’s loan facilitation services while the third-party payment process service fee and the costs for collection are associated with the post-origination services provided by the Company.
When determining the best estimated selling price of its loan facilitation services, the Company takes into consideration the costs related to credit assessment, customer and system support as well as user acquisition that are accounted for under
sales and marketing expenses. For avoidance of doubt, the Company has added more disclosure on page 92 of the Registration Statement to clarify this point.

Follow-up questions from the December 11 Call:

•

What are the costs associated with origination services and how do you consider in estimating the best estimate selling price for the origination services?

The following table shows the costs related to origination and post-origination services:

2013

2014

For the
nine
months
ended
9/30/2014

For the
nine
months
ended
9/30/2015

Line items in the
consolidated statement of
operation

(in US$ thousand)

 Loan volume

42,672

359,180

180,400

984,339

 Loan facilitation Services:

 User acquisition through online channels

3,891

10,025

6,822

27,984

Sales and marketing

 User acquisition through offline channels

1,329

12,329

8,913

40,285

Sales and marketing

 Customer and system support

87

790

339

2,805

Origination and servicing

 Credit assessment

782

1,694

1,269

1,189

Origination and servicing

 Total

6,089

24,838

17,343

72,263

 Post-Origination Services:

 SMS messaging

1

65

18

150

General and administrative

 Third party payment process service fee

112

1,003

590

5,110

Origination and servicing

 Automated investing tool

188

323

259

1,423

General and administrative

 Collection

8

54

29

341

Origination and servicing

 Total

309

1,445

896

7,024

 Loan facilitation cost as % of total direct cost

95
%

95
%

95
%

91
%

 Post-origination cost as % of total direct cost

5
%

5
%

5
%

9
%

 The Company respectfully advises the Staff that the costs associated with loan facilitation services mainly
include three components: (1) user acquisition through both online and offline channels, (2) customer and system support, which mainly includes the credit assessment system support, and (3) credit assessment, which includes mainly the
compensation expenses related to credit assessment team.

 Securities and Exchange Commission

December 14, 2015

  Page
 4

 As discussed in paragraph 1, number 3 of previous response letter dated October 28, 2015
to comment, the Company used cost plus margin as the best estimated selling price for loan facilitation services. The average margin added on top of cost is around ***%, based on the product mix of loans facilitated in first three quarters of 2015.

•

What is the nature of user acquisition costs and how does it relate to loan origination cost?

As an intermediary connecting investors and borrowers, a major part of the Company’s business is to identify and acquire qualified
borrowers and investors, so the Company considers user acquisition cost to be its significant cost component in loan facilitation services. User acquisition cost, which is recorded as part of the sales and marketing expenses, generally has two
models of fee arrangement, one is based on click, and the other is based on sales. Around ***% of the user acquisition cost is under the sales based fee arrangement.

More specifically, the acquisition cost through offline channels relates to the referral fees paid to CreditEase for referring qualified
borrowers and investors. The current fee rate charged to the Company by CreditEase for offline borrower acquisition services is 5% of the loans facilitated to borrowers referred by CreditEase. The current fee rate charged to the Company by
CreditEase for offline investor acquisition services is 3% of the investments made by the investors referred by CreditEase.

 The
acquisition cost through online channels mainly includes the fees the Company pays to third-party partners for traffic acquisition, which can be directly attributable to revenue generation. There are generally two models of fee arrangement in the
market place for these partners, one is based on click, and the other is based on sales. For vertical-based online channel partners, for example car sales websites, the fee arrangement is typically based on sales, while for search engine partners,
the fee arrangement can be based on either sales or clicks.

 For the sales-based arrangement, fee is calculated based on the loan
originated on its platform through those partners. For example, when a customer clicks the Company’s link on one of the partners’ website or app, the customer would be directed to the loan application process on the Company’s
platform. If the customer successfully applies for a loan and the loan facilitation process is successfully completed, the Company will pay that partner a referral fee as certain percentage of the loans facilitated to borrowers referred by that
partner. For the click-based fee arrangement, the Company evaluates the conversion rate from click to sales and determines the stability of the conversion rate. If the Company sees a stable conversion rate from click to sales, the Company considers
the click-based user acquisition cost as a direct cost attributable to revenue.

 Securities and Exchange Commission

December 14, 2015

  Page
 5

2.
Comment No. 27 of the December 2 Comment Letter

 Note 10. Subsequent
Events, page F-47

 We note that in the fourth quarter of 2015, the Group revised its risk reserve funding policy of setting
aside 6% of all loans facilitated through its marketplace to the current practice of both setting aside 6% of all loans and monitoring the balance of the risk reserve fund on a monthly basis and adjusting the account balance on a quarterly basis by
contributing an appropriate additional amount of cash, which may come from loans facilitated during the relevant period or from other sources of cash, into the risk reserve fund as needed to ensure that the balance is sufficient to cover expected
payouts to investors. Please tell us, in detail, how this change impacts your valuation of the liability and provide us with the journal entries for the income statement impact, if any, when you deposit additional cash not related to any loan
originations during the quarter to facilitate our understanding. Please also tell us if you have transferred any additional amounts of cash into the risk reserve fund to date or increased the 6% held for all loans and if so, the amount(s).

 The Company respectfully advises the Staff that the change in the Company’s risk reserve funding policy will lead to a change in
estimating the fair value of the risk reserve fund liability. Prior to the change, the expected future cash payout used in fair value estimation is capped by the risk reserve fund balance, regardless whether the projected future cash payout is
higher than the risk reserve fund balance. After the change, the risk reserve fund cash balance is to be kept at a level that is sufficient to cover the projected payouts. As a result, starting from the fourth quarter of 2015, the risk reserve fund
liability will be calculated based upon the expected future payouts adjusted for the time value of money and a mark-up for a profit margin.

If it occurs that the existing risk reserve fund is not sufficient to cover the total contingent liability that should be recognized, upon the
deposit of additional cash into the risk reserve fund which is not related to any loan originations during the quarter, the Company will recognize additional expenses to the extent that the contingent liability exceeds the stand-ready liability.

 Securities and Exchange Commission

December 14, 2015

  Page
 6

 The Company continuously tracks the changes in the contingent obligation related to the risk
reserve fund of the existing loan portfolio. Based on the Company’s assessment, for loans that were originated before the change took place, the accumulated contingent liability was not in excess to the risk reserve fund liability as of
September 30, 2015. As a result, no expense was recorded as a result of the increase in the cash set aside.

 In the fourth quarter of
2015, the Company increased the amount set aside into the risk reserve fund for each loan from 6% to 7% for all newly facilitated loans. In addition, the Company monitors the balance of the risk reserve fund on a monthly basis, and adjust on a
quarterly basis by putting an appropriate additional amount of cash from other sources into the risk reserve fund as needed to ensure, based on its current business intention but not the legal obligation, that it can sufficiently cover the expected
payouts.

 Follow-up questions from the December 11 Call:

•

Please explain whether the change in your risk reserve funding policy reflects any change in your business intention with regard to the risk reserve fund.

The Company respectfully advises the Staff that the change in the Company’s risk reserve funding policy implemented in the middle of
November 2015 reflects the Company’s current intention to allow investors to fully recover their outstanding principal and accrued interest in the event of loan default, which differs from the Company’s original intention when it launched
the risk reserve fund service on January 1, 2015 through mid-November of 2015.

 When the Company started offering the risk reserve
fund services on January 1, 2015, the Company set aside cash in an amount equal to 6% of the loans facilitated through the Company’s platform into a restricted cash account as the risk reserve fund to limit investors’ losses from loan
default. The Company’s original funding policy during the first three quarters of 2015 was to only set aside an amount equal to 6% of the loans facilitated into the risk reserve fund, regardless of the performance of the loan portfolio. Should
the balance of the risk reserve fund be insufficient to cover the expected payouts that arise from loan defaults, the Company would not put additional cash from other sources into the risk reserve fund, and investors, in that case, would bear the
losses to the extent that their outstanding principal and accrued interest were not fully covered by the payouts from the Company’s risk reserve fund. As discussed in paragraph 4, comment 1 of previous letter dated October 1, 2015 in
response to the Staff’s comments, the Company is only liable to investors for amounts in the risk reserve fund.

 Securities and Exchange Commission

December 14, 2015

  Page
 7

 Following discussions with the Staff in the comment letter process regarding the implications
of the replenishment of the risk reserve fund from future loans on the estimate of the risk reserve fund liability, the Company responded supplementally on August 31, 2015 that it had changed its view that the risk reserve fund was capped for
the purposes of calculating the stand-ready liability at the inception of the loan. However, it did not believe at the time that the fair value of the future payouts was materially different from the amount of the reserve in the first-quarter
financial statement which was established at 6% of loans generated, because after applying the discount, the fair value amount was similar to the 6% reserve. The Company respectfully advises the Staff that on August 31, 2015 the Company did not
incorporate a profit margin in the estimated fair value of the guarantee. This position was reiterated in the Company’s October 28 response letter when the Company included a profit margin of ***% in the estimated fair value of the
guarantee to factor the stand ready obligation into the calculation.

 In November 2015, the Staff communicated to the Company it believed
that based on the legal te