SecProbe.io

February 21, 2013

Via E -mail
Howard D. Polsky
General Counsel and Secretary
K12 Inc.
2300 Corporate Park Drive
Herndon, VA 20171

Re: K12 Inc.
Form 10 -K for the Year Ended June 30, 2012
Filed September 12, 2012
File No. 001 -33882

Dear Mr. Polsky :

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 and indicate that you will comply
with our comments in future filings.   Confirm in writing that you will do so and also explain to
us how you intend to comply.  If you do not believe our comments apply to you r facts and
circumstances or do not believe compliance in future disclosure is appropriate, please tell us why
in your response.

  After reviewing the information you provide in response to these comments, we may have
additional comments.

Item 1.  Busi ness, page 1

Academic Performance, page 10

1. Please discuss whether you are required to test the students enrolled in your managed
public schools using state proficiency tests and/or meet the Adequate Yearly Progress
requirements of No Child Left Behind Act.  If so, please discuss the academic
performance of your students under these academic performance measures.  Discuss the
extent to which academic performance at your managed public schools impacts the
granting or revocation of state charters fo r your schools.

Howard D. Polsky
K12 Inc.
February 21, 201 3
Page 2

 Item 1A. Risk Factors, page 29

2. Public reports indicate that virtual public schools, including some of your schools,
experience significant student attrition throughout the school year.  Please supplement
your risk factor disclosure to des cribe this issue and any negative impact it has on your
operations and financials, or explain why such disclosure is unnecessary.  Also expand
your disclosure under Management’s Discussion and Analysis to discuss student attrition
across all your schools, how it impacts your financial results, including public funding of
your managed schools, and any trends in this regard.

Item 3. Legal Proceedings, page 45

3. Please d isclose the relief sought in the IpLearn matter. In addition, p lease tell us what
consideration you have given to  disclosing the Florida Department of Education’s
investigation into your teacher certification practices.   Refer to Item 103 of Regulation S -
K.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Result s of
Operations, page 53

Managed Public Schools, page 59

4. If accurate, disclose that the Managed Public Schools Average Student Enrollments
figures (page 68) include enrollments for which you receive no public funding and
quantify the amount of such enrol lments for each period.  Explain that in certain states
you enroll students after the date by which these states will provide funding. Discuss how
acceptance of these unfunded students impacts your financial results and disclose any
trends in this regard.

Results of Operations, page 68

5. Please discuss net income (loss) for each period.

Definitive Proxy Statement Incorporated by Reference into Part III of Form 10 -K

Summary Compensation Table for Fiscal Year 2012, page 39

6. It appears that you reported the discretionary portion of the 2012 cash bonuses within the
Nonequity Incentive Plan Compensation column.  Consistent with the disclosure on page
34, please report these types of discretionary payments within the Bonus column .  Refer
to Question 119.02  of Regulation S -K’s Compliance and Disclosure Interpretations,
available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs -
kinterp.htm .

Howard D. Polsky
K12 Inc.
February 21, 201 3
Page 3

 Grants of Plan -Based Awards During Fiscal Year 2012, page 40

7. Please rep ort option awards in the columns required by Regulation S -K Item 402(d).

8. Please tell us how you reflected Mr. Packard’s fiscal 2012 stock option awards and
restricted stock awards in the summary compensation table and grants of plan -based
awards table, se parately addressing those that are performance -based versus time -based.

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 A ct 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 Uni ted States.

You may contact Joseph Kempf, Senior Staff Accountant,  at 202-551-3352 or Ivette
Leon , Assistant Chief Accountant, at 202-551-3351  if you have questions regarding comments
on the financial statements and related matters.  Please contact Jonathan Groff, Staff Attorney,  at
202-551-3458  or me at 202-551-3810  with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

                                                         Larry Spirgel
        Assistant Director