SecProbe.io

March 4, 2014

Via E -mail
Mr. Nathani el Davis
Chief Executive Officer
K12, Inc.
2300 Corporate Park Drive
Herndon, VA 20171

Re: K12, Inc.
 Form 10-K for the Year Ended June 30, 2013
Filed August 29 , 2013
Form 10 -Q for the Quarter Ended December 31, 2013
Filed February 4, 2014
File No. 001-33883

Dear Mr. Davis :

We have reviewed your filing s 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 by amending your filing, by
providing the request ed information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing  any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 10 -K for the Year Ended June 30, 2013

Item 1. Business, Page 5

Academic Performance, page 14

1. We note your di sclosure regarding students at virtual public schools hav ing trouble with
“grade -level, static proficiency tests” due to  high enrollment growth rates, high student
mobility, and a high percentage of students who enter behind grade level.  Public reports
indicate that virtual public schools, including some of your schools, experience
significant student attrition throughout the school year and year over year. You state in
your Risk Factors, and Mr. Packard noted in your first quarter 2014 earnings call , “on
average, the  longer students are with us, the better they perform.” Please expand your

Mr. Nathani el Davis
K12, Inc.
March 4, 2014
Page 2

 disclosure to discuss the percentage of your students who use your learning systems for
multiple years. Additionally, please expand your disclosure in Management’s Discussion
and An alysis to discuss how this impacts your financial statements in terms of increased
cost of enrollment and on -boarding.

2. We note that your strategy for growth includes expanding into additional states and cities,
removing enrollment restrictions, and incre asing enrollment.  It would appear your
potential and current customers would take into account academic performance in
deciding whether to use your services and products, and that this would directly impact
your operations, operating results and achieveme nt of your strategic goals.  Therefore,
please provide additional information about the academic performance of the schools you
operate.  For example, for each state in which K12 operates a school, please disclose a
comparison of the K12 student scores in reading and math to the state averages.

3. Furthermore, w ith respect to the K12 schools operating in states that have not obtained a
No Child Left Behind wa iver, disclose the percentage that made A dequate Yearly
Progress  in the most recent school year and compare this information to the AYP
achievement in prior years.  With respect to those schools operating in states that have
obtained NCLB waivers and are u sing alternative accountability measures, disclose the
percentage of schools that had satisfactory performance/progress under the alternative
state accountability standard.

4. Please balance your discussion of the Scranton tests and the performance of K12 students
in the last paragraph on page 14 by describing any weaknesses in these tests in accurately
measuring student knowledge and achievement, such as th e fact that they are apparently
taken in an unsupervised setting  on a voluntary basis .

Item 1A, Ris k Factors, Page 33

5. We note in a number of your risk factor discussions you include information on how you
address the risk.  For example, on page 35 when discussing ambiguous enabling
legislation and interpretation by regulatory bodies , you state that “ [w]e normally work
through these issues and come to an agreement with the regulatory authorities on these
details .” Please revise your risk factor discussions to remove language that mitigates the
risk being discussed.

Critical Accounting Policies and Estima tes, page 63
Revenue Recognition, page 64

6. Please expand your disclosed revenue recognition policy to address the following:

 For revenues derived from management, technical and educational services which
are generally contracted as a percentage of yearl y school funding, disclose how
you estimate the pro rata amount of revenue to recognize in a fiscal quarter   and

Mr. Nathani el Davis
K12, Inc.
March 4, 2014
Page 3

 how you adjust it for a pro -rata amount of a school’s projected operating
loss.  Refer to your statements in the fourth paragraph of page 43.

 Describe your rights and obligations under turnkey management contracts and
why you amortize the estimated school operating loss over the course of a given
school year instead of recognizing it immediately.   Refer to your basis in the
accounting literature .

 Disclose if and how you recognize revenues from “Unfunded Enrollments” and
your basis for estimation.

7. For each period presented, please disclose and tell us how your funding estimates
compare with actual reimbursement rates.   Additionally, tell us your  experience in
returning any contested funds on behalf of the schools pursuant to certain contract
indemnification provisions which you cited in the third paragraph of page 35.

Operating Activities, page 73

8. Provide a comparative analysis of the changes in per pupil funding rates for the periods
presented and the reasons for funding increase/ decrease, including any changes in trends
of Unfunded Enrollments.   In this regard, we note from your fourth quarter 2013 earnings
call that reimbursement rates during fiscal year 2013  were u p 8% ( most of it attributable
to unfunded students ), an improvement compared to fiscal year 2012  over 2011 when
reimbursement rates “were do wn in the neighborhood of 6%.”

Form 10 -Q for Period Ended December 31 , 201 3

Item 2.  Management Discussion and Analysis of Financial Condition and Financial Results

Executive  Summary, Page 21

9. We note your disclosure which mentions your “recently launched United Kingdom
businesses.” Please revise your disclosure to discuss the nature of these operations and
when these operations were initiated. Additionally, please file any material agreements
that may relate to these operations.

Comparison of the Three Months Ended December 31, 2013 and   Three Months Ended
December 31, 2012, pages 24

Comparison of the Six Mo nths Ended December 31, 2013 and   Six Months Ended December 31,
2012, page 24

10. Please tell us the nature of “school contracts that shifted the revenue from the first quarter
into future periods” and the reasons why. In this regard, we further note your sta tements

Mr. Nathani el Davis
K12, Inc.
March 4, 2014
Page 4

 in your second quarter 2014 earnings call that “some revenues that in prior years
would’ve been reflected in Q1 are now being more evenly spread through the year.   Q2
was a beneficiary of some of that trend.”

We urge all persons who are responsible for the accurac y and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts re lating 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 c omments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Kathryn Jacobson , Staff Accountant  at (202) 551 -3365 or Robert
Littlepage , Accounting Branch Chief  at (202) 55 1-3361  if you have questions regarding
comments on the financial statements and related matters.  Please contact Emily Drazan, Staff
Attorney  at (202) 551 -3208, Kathleen Krebs, Special Counsel at (202) 551 -3350  or me at (202)
551-3810  with any othe r questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director