SecProbe.io

April 2, 2013

Via E -mail
Harry T. Hawks
Executive Vice President and Chief Financial Officer
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
Response dated March 20, 2013
File No. 001 -33882

Dear Mr. Hawks :

We have reviewed your response 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 your 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. Business, page 1

Academic Performance, page 10

1. Your response to comment 1 from our letter dated February 21, 2013 indicates that, while
not a determinative factor in and of itself, AYP results is one of a handful of factors
considered by states in determining whether to grant or revoke a school charter.  Your
response also notes that due to the unique nature of your schools it may be more difficult
for your schools to satisfy state proficiency tests li ke AYP.  In addition, you disclose on
page 33 that “if a school experiences repeated poor standardized test results, the NCLB
and many state accountability systems require that a series of escalating remediation
actions must be taken at the school, ultimat ely leading to closure of the school if the
remediation actions are not successful.”   This information suggests that performance on

Harry T. Hawks
K12 Inc.
April 2 , 2013
Page 2

 standardized tests could materially impact your business.  Therefore, please disclose the
academic performance of your stude nts under state proficiency tests and the Adequate
Yearly Progress requirements of the No Child Left Behind Act.

Exhibit Index, page 123

2. In your letter dated January 13, 2011, you indicated that you did not expect to continue to
derive a material portion  of total revenues from your contract with Agora Cyber Charter
School.  We note however, that in fiscal 2012 you derived approximately 25% of total
revenues from your contracts with Agora Cyber Charter School (13%) and Ohio Virtual
Academy (12%).  Please f ile these agreements as exhibits or provide an analysis of why
you are not substantially dependent on the contracts.  See Item 601(b)(10)(ii) of
Regulation S -K.  In this regard, we note the risk factor titled “We generate significant
revenues from two virt ual public schools, and the termination, revocation, expiration or
modification of our contracts with these virtual public schools could adversely affect our
business, financial condition and results of operation.”   If you believe that your service
agreeme nts contain confidential information, please note that you may file a separate
request for confidential treatment under Exchange Act Rule 24b -2 for those discrete
portions of the contract.

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, Kathleen Krebs, Special Coun sel, at 202 -551-3350  or me at 202-551-3810  with
any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

                                                          Larry Spirgel
        Assistant Director

cc:  Via E -mail to
William P. O’Neil , Esq.
Latham & Watkins LLP