SecProbe.io

January 23, 2015

Via E -mail
Mr. James Rhyu
Chief Financial Officer
K12, Inc.
2300 Corporate Park Drive
Herndon, VA 20171

Re:       K12, Inc.
Form 10 -K for the Fiscal Year Ended June 30, 2014
Filed August 15, 2014
Form 10 -Q for the Fiscal Q uarter ended September 30, 2014
Filed October 3 0, 2014
File No. 001 -33883

Dear Mr. Rhyu :

 We have reviewed your filings and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Please comply with the following comments in
future filings.  Confirm in writing that you will  do so and explain to us how you intend to
comply.   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 providing the requested
infor mation  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

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

Form 10 -K for the Fiscal Y ear ended June 30, 2014

Academic Performance, page 16

1. We note your “snapshot of current enrollment data” (“Time Enrolled” table) as of May
31, 2014.  Tell us how the number of students enro lled less than one year and those
enrolled between one to two years decreased by 10% and 11%, respectively (or 7% in the
aggregate for all time periods) between March 5, 2014 and May 31, 2014.   In this regard,

Mr. James Rhyu
K12, Inc.
January 23, 2015
Page 2

 we refer you to your snapshot of current enro llment data as of March 5, 2014 which you
provided in your previous correspondence dated March 28, 2014.

Revenue Recognition, page 68

2. We note your statement  that “Since the end of the school year coincides with the end of
our fiscal year, we are general ly able to base our annual revenues on actual school
funding.”  However, we note that it differs from your proposed disclosure per your
correspondence dated July 24, 2014 (in response to  comment 1  of our letter dated July
17, 2014 ), which read “Since the e nd of the school year coincides with the end of our
fiscal year, annual revenues are generally based on actual school revenues and actual
costs incurred (including costs for our services to the schools plus other costs the schools
may incur) in the calcula tion of school operating losses.”  Please explain to us how
“actual school funding” and “actual school revenues” can be the same.  Also tel l us why
you did not include your  policy statement related to actual costs incurred.

Comparison of Years Ended June 30, 2014 and 2013, page 74

Comparison of Years Ended June 30, 2014 and 2013, page 76

3. We note that your overall enrollment growth rate was  4.8% between 2013 and 2014,
down from a 12.7% growth between 2012 and 2013.  Although you disclosed the factors
contributing to your enrollment growth during the last two years, you did not explain why
the growth rate significantly declined compared to the preceding two years. Please
provide more insight int o the underlying reasons behind, as well as the  significant
challenges and risks arising from , this material trend which appeared to be known to you
as of the filing of your Form 10 -K.   Refer to Item 303(A)(3) of Regulation S -K.

Form 10 -Q for the Fiscal Quarter Ended September 30, 2014

Enrollment Data, page 25

Comparison of the Three Months Ended September 30, 2014 and Sep tember 30, 2013, page 27

4. Please include a footnote explaining why student enrollments as of the October 1, 2014
count date was less than the average student enrollments on page 26  and why both sets of
data are meaningful to understand student enrollment t rends .

5. With respect to Managed Programs, please expand your disclosure to explain how
revenues increased by 4.6% despite a 4.7% decline in student enrollments for the three
months ended September 30, 2014 compared to 2013

We urge all persons who are r esponsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include the information the Securities Exchange Act of

Mr. James Rhyu
K12, Inc.
January 23, 2015
Page 3

 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 United States.

You may contact Kathryn Jacobson , Senior Staff Accountant, at (202) 551 -3365  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 me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director