SecProbe.io

<DOCUMENT>
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 June 3, 2025

Donna Blackman
Chief Financial Officer
Stride, Inc.
11720 Plaza America, 9th Floor
Reston, VA 20190

 Re: Stride, Inc.
 Form 10-K for Fiscal Year Ended June 30, 2024
 File No. 1-33883
Dear Donna Blackman:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Greer McMullen, General Counsel
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 555 Eleventh Street, N.W., Suite 1000

 Washington, D.C. 20004-1304

 Tel: +1.202.637.2200 Fax: +1.202.637.2201

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 May 12, 2025
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 VIA EDGAR

 Office of Trade & Services

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N. E.

 Washington, D.C. 20549

 Attn: Ta Tanisha Meadows and Joel Parker

 Re:
 Stride, Inc.

  
 Form 10-K for Fiscal Year Ended June 30, 2024

 File No. 1-33883

 Dear Ms. Meadows and Mr. Parker:

 On behalf of our client, Stride, Inc. (the " Company "),
we are submitting this letter in response to the comments of the staff (the " Staff ") of the Division of Corporation
Finance of the Securities and Exchange Commission concerning the above-referenced Annual Report on Form 10-K (the " Form 10-K ")
as set forth in the letter dated April 28, 2025. For your convenience, we have set forth the Staff's original comment immediately
preceding our response.

 Please note that the "Company" refers to Stride, Inc.,
and unless the context otherwise requires, all references to page numbers correspond to the pages in the Form 10-K. All
terms used but not defined have the meanings assigned to such terms in the Form 10-K.

 Comment
Form 10-K for the Fiscal Year Ended June 30, 2024

 Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations Comparison of the Years Ended June 30, 2024 and 2023, page 51

 1. For all periods presented, please disclose how the changes in revenue estimates discussed on pages 66 and 68 impacted reported
income. Also describe any known trends or uncertainties related to the changes in revenue estimates that are reasonably likely to have
a material favorable or unfavorable impact on income. Refer to Item 303(a) and (b)(2) of Regulation S-K.

 Response

 Under ASC 606, for each funding-based contract, the Company recognizes
revenue over time as it satisfies a single, combined performance obligation that consists of an integrated package of systems, services,
products, and professional expertise. This package includes curriculum delivery, instructional services, learning system platform access,
and academic and administrative support. While revenue is recognized over the term of the service, the amount of revenue recognized is
impacted by changes in key assumptions in the Company's estimates, including enrollment levels, student attendance, academic achievement,
and funding determinations.

 May 12,
2025

 Page 2

 Final funding amounts under the Company's contracts are subject
to audit and reconciliation by state and district authorities after the conclusion of the academic year. These audits typically review
student attendance, enrollment eligibility, and performance data. Upon completion of audit and reconciliation by state and district authorities,
any resulting increase or decrease in revenue is recognized as revenue in the period in which the audit results become known. As disclosed
on page 47 of the Form 10-K, for the years ended June 30, 2023, 2022 and 2021, the Company's aggregate funding estimates
differed from actual reimbursements by approximately 2.8%, 1.6%, and 1.4%, respectively.

 Accordingly, for the years ended June 30, 2024, 2023 and 2022,
revenue adjustments resulted in additional revenue recognized of $51.0 million, $26.8 million and $20.8 million, respectively. These revenue
adjustments had a similar impact on operating income, as the revenue changes resulting from the final funding determinations generally
bear minimal incremental operating costs.

 In future annual reports on Form 10-K, the Company will provide
similar information as disclosed in the preceding paragraph regarding the impact of revenue adjustments on each year covered in the annual
report.

 In addition, the Company confirms that it continues to monitor known
trends and uncertainties that could materially impact revenue estimates and result in positive or negative adjustments to revenue and
operating income in future periods, including shifts in student recruitment and retention, variability in student academic progress, state
or district policy changes affecting education funding, and the application or modification of funding caps on its services. Because many
of the Company's contracts are tied to publicly funded programs, fluctuations in appropriations or performance-based funding outcomes
may affect the total transaction price and result in positive or negative adjustments to revenue and operating income in future periods.
To date, the Company has not identified any known trends or uncertainties related to the changes in revenue estimates that are reasonably
likely to have a material favorable or unfavorable impact on revenue or operating income. In future filings, the Company will discuss
any known trends or uncertainties related to the changes in revenue estimates that are reasonably likely to have a material favorable
or unfavorable effect on revenue or operating income.

 * * * * *

 May 12,
2025

 Page 3

 We appreciate the Staff's time and attention to this matter.
If you have any questions or comments or require further information, please do not hesitate to telephone the undersigned at (202) 637-1073.

 Sincerely,

 /s/ Julia A Thompson

 Julia A Thompson

 of LATHAM & WATKINS LLP

 cc: Donna Blackman, Stride, Inc.
Greerson McMullen, Stride, Inc.

<DOCUMENT>
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<TEXT>
 April 28, 2025

Donna Blackman
Chief Financial Officer
Stride, Inc.
11720 Plaza America, 9th Floor
Reston, VA 20190

 Re: Stride, Inc.
 Form 10-K for Fiscal Year Ended June 30, 2024
 File No. 1-33883
Dear Donna Blackman:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended June 30, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Comparison of the Years Ended June 30, 2024 and 2023, page 51

1. For all periods presented, please disclose how the changes in revenue
estimates
 discussed on pages 66 and 68 impacted reported income. Also describe any
known
 trends or uncertainties related to the changes in revenue estimates that
are reasonably
 likely to have a material favorable or unfavorable impact on income.
Refer to Item
 303(a) and (b)(2) of Regulation S-K.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.
 April 28, 2025
Page 2

 Please contact Ta Tanisha Meadows at 202-551-3322 or Joel Parker at
202-551-3651
with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Greer McMullen, General Counsel
</TEXT>
</DOCUMENT>

March 13, 2020
James Rhyu
Chief Financial Officer
K12 INC
2300 Corporate Park Drive
Herndon, Virginia 20171
Re:K12 INC
Form 10-K for the Fiscal Year Ended June 30, 2019
Filed August 7, 2019
File No. 1-33883
Dear Mr. Rhyu:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Vincent Mathis, General Counsel

CORRESP
1
filename1.htm

555 Eleventh Street, N.W., Suite 1000

Washington, D.C.  20004-1304

Tel: +1.202.637.2200  Fax:   +1.202.637.2201

www.lw.com

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VIA EDGAR

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N. E.

Washington, D.C. 20549

Attn: Ta Tanisha Meadows and Bill Thompson

Re:

K12 Inc.

Form 10-K for the Fiscal   Year Ended June 30, 2019

Filed August 7, 2019

Form 8-K filed   October 22, 2019

File No. 001-33883

Dear Ms. Meadows and Mr. Thompson:

On behalf of our client, K12 Inc. (the “Company”), we are submitting this letter in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission concerning the above-referenced Annual Report on Form 10-K (the “Form 10-K”) and Current Report on Form 8-K (the “Form 8-K”) as set forth in the letter dated January 27, 2020. For your convenience, we have set forth the Staff’s original comment immediately preceding our response.

Please note that the “Company” refers to K12 Inc., and unless the context otherwise requires, all references to page numbers correspond to the pages in the Form 10-K. All terms used but not defined have the meanings assigned to such terms in the Form 10-K.

Comment
  Form 8-K Filed October 22, 2019

Exhibit 99.1
 Outlook

1.                                      We note your disclosure of the range of adjusted operating income in the full-year and second quarter forward looking information. Please provide a reconciliation to the range of income (loss) from operations for the same periods. If you are unable to provide this reconciliation without unreasonable effort, please revise to disclose that fact and identify the information that is unavailable and its probable significance. Refer to Question 102.10 of the SEC Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures, updated April 4, 2018.

February 24, 2020

Page 2

Response

We acknowledge the Staff’s comment and the guidance set forth in Question 102.10 of the SEC Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures, updated April 4, 2018. Exhibit 99.1 defines adjusted operating income (loss) as “income (loss) from operations as adjusted for stock-based compensation.” A reconciliation of the second quarter, fiscal 2020 and full year, fiscal 2020 outlook for adjusted operating income is shown below.

Three Months Ended December 31, 2019

Year Ended June 30, 2020

Low

High

Low

High

(In millions)

Income from   operations

$

28.7

$

30.7

$

43.7

$

47.7

Stock-based   compensation expense

6.3

6.3

24.3

24.3

Adjusted   operating income

$

35.0

$

37.0

$

68.0

$

72.0

The Company will provide a reconciliation of adjusted operating income (loss) to the most directly comparable GAAP measure similar to the above illustrative reconciliation in future filings, or to the extent relying on the “unreasonable efforts” exception, the Company will disclose that fact, provide reconciling information that is available without an unreasonable effort and identify the information that is unavailable and its probable significance, in each case as required by Item 10(e)(1)(i)(B) of Regulation S-K.

Comment
 Form 10-K for the Fiscal Year Ended June 30, 2019

Item 1. Business, page 4

2.                                      Please disclose the name of any customer and its relationship, if any, with you or your subsidiaries if sales to the customer are made in an aggregate amount equal to 10 percent or more of your consolidated revenues and whether the loss of such customer would have a material adverse effect on the business taken as a whole. Please refer to Item 101 (c)(1)(vii).

Response

The Company determined that the disclosure of the name of any customer and its relationship with the Company is not required.  Item 101(c)(1)(vii) of Regulation S-K states that “…[t]he name of any customer and its relationship, if any, with the registrant or its subsidiaries shall be disclosed if sales to the customer by one or more segments are made in an aggregate amount equal to 10 percent or more of the registrant’s consolidated revenues and the loss of such customer would have a material adverse effect on the registrant and its subsidiaries taken as a whole (emphasis added).” The Company’s disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in the Company’s periodic reports, including any customers pursuant to Item 101(c)(1)(vii) of Regulation S-K, is communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions about required disclosure, and processed and reported within the SEC specified time periods.

As disclosed in Note 3 of Item 8. Financial Statements and Supplementary Data, on page 79 of the Form 10-K, the Company had one customer whose revenues represented more than 10% of the Company’s total revenues, specifically 10.2% of total revenues. Despite representing slightly more than 10% of total

February 24, 2020

Page 3

revenues, the Company determined that the loss of this customer would not have a material adverse effect on the business as a whole.  First, the Company has had a contract with such entity since July 1, 2007 and it represents one of the Company’s longest standing customers. The current contract is set to expire in June 2022, and currently, the Company has no reason to believe that the contract will not be renewed for additional terms. Second, the opening of new schools and the closing/loss of schools is part of the ebb and flow of the Company’s business. For example, in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, on page 50 of the Form 10-K, the Company included the following discussion regarding school activity in the 2018-2019 school year:

During this fiscal year, we entered into new contracts in five states to open Managed Public School Programs, auto-renewed ten agreements for schools in six states, and completed renewal negotiations in five states, with varying degrees of contract modifications. During this fiscal year, at four schools, the authorizer invoked its contractual right to not renew its respective agreements for the upcoming 2019-2020 school year and thereafter, and therefore such schools will close unless a new authorizer is found.

In future Form 10-K filings, the Company will continue to analyze its customers whose revenues represent greater than 10% of its total revenues and, if it determines that the loss of such customer would have a material adverse effect on the business as a whole, will disclose the name of the customer.

Comment
 Form 10-K for the Fiscal Year Ended June 30, 2019

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note 3. Summary of Significant Accounting Policies

Contracts with Customers, page 77

3.                                      Please tell us how you estimate school losses in determining the transaction price in customer contracts and your consideration of variable consideration and constraining estimates of variable consideration. Please also tell us the method used to estimate variable consideration and your assessment of whether it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved.

Response

From March 4, 2014 through August 4, 2014, the Company and the Staff exchanged several comment letters and responses regarding how the Company estimates a school’s projected operating losses. From those exchanges, the Company enhanced its disclosures surrounding the estimation of revenues and school operating losses in the calculation of consideration under the contract.

The Company’s process for determining a contract’s transaction price and estimating school losses is described in Note 3 of Item 8. Financial Statements and Supplementary Data, on page 78 of the Form 10-K, which provides, in part, as follows:

To determine the pro rata amount of revenue to recognize in a fiscal quarter, the Company estimates the total funds each school will receive in a particular school year. Total funds for a school are primarily a function of the number of students enrolled in the school and established per enrollment funding levels, which are generally published on an annual

February 24, 2020

Page 4

basis by the state or school district. The Company reviews its estimates of funding periodically, and revises as necessary, amortizing any adjustments to earned revenues over the remaining portion of the fiscal year. Actual school funding may vary from these estimates and the impact of these differences could impact the Company’s results of operations. Since the end of the school year coincides with the end of the Company’s fiscal year, annual revenues are generally based on actual school funding and actual costs incurred (including costs for the Company’s services to the schools plus other costs the schools may incur) in the calculation of school operating losses.

The two techniques for estimating variable consideration, the expected value and most likely amount, are discussed in ASC 606-10-32-5 and 32-8. The Company determined that the expected value method is the most appropriate method to account for variable consideration. The Company’s forecasting method is an estimation process that uses probability to determine expected funding. The Company has an established history of meeting performance obligations on similar contracts and can reasonably estimate the amount of consideration the Company will be entitled to upon the completion of the school year. The Company reviews these estimates on a monthly basis and adjusts the estimates as necessary, using the cumulative catch-up method.

Due to the established history of performance on similar contracts, the Company is able to build in known constraints (i.e. enrollment, funding, etc.) into its estimate of variable consideration. Therefore, the Company concluded that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur due to a change in the estimate of variable consideration.

Comment
 Form 10-K for the Fiscal Year Ended June 30, 2019

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note 3. Summary of Significant Accounting Policies

Contracts with Customers, page 77

4.                                      Please explain to us in detail why administrative support, information technology, academic support services, online curriculum, learning systems and platforms, and instructional services under the terms of negotiated service agreements are not distinct with the context of customer contracts. In your response, please address criteria in ASC 606-10-25-21.

Response

The Company determined that the individual goods and services (i.e., the items noted in the Staff’s comment above) in this contract are not distinct within the context of the contract.

ASC 606-10-25-21 provides factors that indicate that two or more promises to transfer goods or services to a customer are not separately identifiable. Paragraph 25-21(a) describes an entity that “provides a significant service of integrating goods or services with other goods and services” within a contract. The Company determined that its contracts meets this criterion.

The Company provides a significant service of integrating the goods and services into the operation of the school and the education of its students, for which the customer has contracted. This conclusion is supported by Example 10 in ASC 606-10-55-136 through ASC 606-10-55-140, where a contractor is providing many services (inputs) for the one combined output, the construction of a hospital. For the

February 24, 2020

Page 5

Company’s contracts, while the customer is receiving many individual inputs, some that could benefit the customer on their own or together with other resources that are readily available to the customer, the nature of the contract is to provide a comprehensive educational service.

For example, the Company provides marketing services for many of the schools that utilize its curriculum. The marketing services could benefit the school regardless of whether the school is utilizing the Company software in its curriculum, and these marketing services could be provided by a third party. However, the customer is not contracting with the Company to receive marketing services as an individual service, but rather these services are just one component of the integrated package of products and services delivered by the Company.

The administrative support, information technology, academic support services, online curriculum, learning systems and platforms, and instructional services are delivered as the integrated package of combined outputs for which the customer has contracted, and are therefore not considered to be individually distinct within the context of the contract.

*  *  *  *  *

We appreciate the Staff’s time and attention to this matter. If you have any questions or comments or require further information, please do not hesitate to telephone the undersigned at (202) 637-1073.

Sincerely,

/s/ Julia A Thompson

Julia A Thompson

of LATHAM & WATKINS   LLP

cc:                                James J. Rhyu, K12 Inc.

Vincent W. Mathis, K12 Inc.

CORRESP
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filename1.htm

555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Tel: +1.202.637.2200 Fax: +1.202.637.2201

www.lw.com

FIRM / AFFILIATE OFFICES

Beijing

Moscow

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Munich

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VIA EDGAR

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn:                    Ta Tanisha Meadows

Re:                             K12 Inc.

Form 10-K for the Fiscal Year Ended June 30, 2019

Filed August 7, 2019

Form 8-K filed October 22, 2019

File No. 1-33883

Dear Ms. Meadows:

On behalf of our client, K12 Inc. (the “Company”), this letter confirms my telephone conversation with you on February 4, 2020 regarding the Company’s request for an extension of time to respond to the comment letter dated January 27, 2020 from the Staff of the Division of Corporation Finance.

As discussed, the Company requires additional time to prepare its response and currently expects to respond on or about February 24, 2020.

Please contact me at (202) 637-1073 if you have any questions regarding this matter.

Sincerely,

/s/ Julia A.   Thompson

Julia A. Thompson

of LATHAM &   WATKINS LLP

cc:                                Bill Thompson, Securities and Exchange Commission

James Rhyu, K12 Inc.

Vincent Mathis, K12 Inc.

January 27, 2020
James Rhyu
Chief Financial Officer
K12 INC
2300 Corporate Park Drive
Herndon, Virginia 20171
Re:K12 INC
Form 10-K for the Fiscal Year Ended June 30, 2019
Filed August 7, 2019
Form 8-K filed October 22, 2019
File No. 1-33883
Dear Mr. Rhyu:
            We have limited our review of your filings to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K Filed October 22, 2019
Exhibit 99.1
Outlook
1.We note your disclosure of the range of adjusted operating income in the full-year and
second quarter forward looking information.  Please provide a reconciliation to the range
of  income (loss) from operations for the same periods.  If you are unable to provide this
reconciliation without unreasonable effort, please revise to disclose that fact and identify
the information that is unavailable and its probable significance. Refer to Question 102.10
of the SEC Staff's Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures, updated April 4, 2018.

 FirstName LastNameJames Rhyu
 Comapany NameK12 INC
 January 27, 2020 Page 2
 FirstName LastName
James Rhyu
K12 INC
January 27, 2020
Page 2
Form 10-K for the Fiscal Year Ended June 30, 2019
Item 1. Business, page 4
2.Please disclose the name of any customer and its relationship, if any, with you or your
subsidiaries if sales to the customer are made in an aggregate amount equal to 10 percent
or more of your consolidated revenues and whether the loss of such customer would have
a material adverse effect on the business taken as a whole.  Please refer to Item
101(c)(1)(vii).
Item 8. Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
Note 3. Summary of Significant Accounting Policies
Contracts with Customers, page 77
3.Please tell us how you estimate school losses in determining the transaction price in
customer contracts and your consideration of variable consideration and constraining
estimates of variable consideration.  Please also tell us the method used to estimate
variable consideration and your assessment of whether it is probable that a significant
reversal in the amount of cumulative revenue recognized will not occur when the
uncertainty is resolved.
4.Please explain to us in detail why administrative support, information technology,
academic support services, online curriculum, learning systems platforms, and
instructional services under the terms of negotiated service agreements are not distinct
within the context of customer contracts.  In your response, please address criteria in ASC
606-10-25-21.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Ta Tanisha Meadows at (202) 551-3322 or Bill Thompson at (202) 551-
3344 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Vincent Mathis, General Counsel

March 12, 2015

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
File No. 001 -33883

Dear Mr. Rhyu :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action wi th respect to the company or its  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.  We urge all persons who are responsible for  the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

James J. Rhyu

Executive Vice President & Chief   Financial Officer

K12   Inc.

2300 Corporate Park Drive

Phone: 703-483-7644

Suite 200

Fax: 703-483-4563

Herndon, Virginia 20171

E-mail: jrhyu@k12.com

March 11, 2015

VIA EDGAR

Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                        K12 Inc.

Form 10-K for the Fiscal Year Ended June 30, 3014

Filed August 15, 2014

Response dated March 6, 2015

File No. 001-33883

Dear Mr. Spirgel:

In connection with the Company’s response letter dated March 6, 2015, to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated February 25, 2015, with respect to the above-referenced annual report on Form 10-K, the Company acknowledges that:

·                                         the Company is responsible for the adequacy and accuracy of the disclosures in its filings with the Commission;

·                                         the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and

·                                         the Company may not assert the Staff’s comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

*                                        *                                        *                                        *                                        *

Please feel free to contact me at (703) 483-7644 or Howard D. Polsky, General Counsel and Secretary of K12 Inc., at (703) 483-7158 if you have any questions regarding our response above.

Very truly yours,

/s/ James J. Rhyu

James J. Rhyu

Executive Vice President and

Chief Financial Officer

cc:                              Howard D. Polsky

William P. O’Neill, Latham & Watkins LLP

CORRESP
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William P. O”Neill

555 Eleventh Street, N.W., Suite 1000

(202) 637-2275

Washington, D.C. 20004-1304

william.o’neill@lw.com

Tel: +1.202.637.2200 Fax: +1.202.637.2201

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Re:                             K12 Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2014
 Filed August 15, 2014
 Response dated February 6, 2015
 File No. 001-33883

Dear Mr. Spirgel:

On behalf of our client, K12 Inc. (the “Company,” “we,” “us” or “our”), this letter sets forth the Company’s response to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated February 25, 2015, with respect to the above-referenced annual report on Form 10-K (the “Form 10-K”).  The Staff’s comment is set forth below followed by the Company’s response to the comment. Previously, the Company received comments from the Staff by letter dated January 23, 2015, and the Company responded by letter dated February 6, 2015.

Comment
  Form 10-K, Comparison of Years Ended June 30, 2014 and 2013, page 74

1.                                      We note that in response to comment 3, you attribute the overall decline in enrollment growth rate in 2014 to operational issues in processing applications. In your future MD&A discussions, please describe in sufficient detail any issues impacting the growth in enrollment similar to the events and circumstances explained in your response to comment 3. Please note in this disclosure any issues, such as the imposition of an enrollment cap in Tennessee or the transition of certain schools (i.e., Colorado, Kansas, and Hawaii) from managed to non-managed programs that may impact the future trend in enrollment growth, revenues and operating income.

Response

We will include in future MD&A discussions a description of factors impacting enrollment growth, such as the imposition of an enrollment cap or the transition from managed to non-managed schools where material. We also will discuss identifiable trends that may impact enrollment growth, revenues and operating income.

In connection with the Company’s response to this comment the Company acknowledges that:

·                                          the Company is responsible for the adequacy and accuracy of the disclosures in its filings with the Commission;

·                                          the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and

·                                          the Company may not assert the Staff’s comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

2

*                                         *                                         *                                         *                                         *

Please feel free to contact me at (202) 637-2275 or Howard D. Polsky, General Counsel and Secretary of K12 Inc., at (703) 483-7158 if you have any questions regarding our response above.

Very   truly yours,

William   P. O’Neill

of   Latham & Watkins LLP

cc:                                Robert S. Littlepage, Accounting Branch Chief

Kathryn Jacobson, Senior Staff Accountant

Ivette Leon, Assistant Chief Accountant

Howard D. Polsky

3

February 25 , 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
Response dated February 6, 2015
File No. 001 -33883

Dear Mr. Rhyu :

 We have  reviewed your response letter and have the following comment.  As noted in our
letter dated January 23, 2015, 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 comment in future filings.  Confirm in writing that you will do
so and explain to us how you intend to comply.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comment applies to your f acts and circumstances, please tell us why in your
response.

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

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

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

1. We note that in response to comment 3 , you attribute the overall decline in enrollment
growth rate in 2014 to operational issues in processing applications.  In your future
MD&A discussions, please describe in sufficient detail an y issues impacting the growth
in enrollment similar to the events and circumstances explained in your response to
comment 3.  Please note in this disclosure any issues, such as the imposition of an

Mr. James Rhyu
K12, Inc.
February 25 , 2015
Page 2

 enrollment cap in Tennessee or the transition of certain s chools (i.e., Colorado, Kansas,
and Hawaii) from managed to non -managed programs that may impact the future trend in
enrollment growth, revenues and operating income.

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  the
comment 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

CORRESP
1
filename1.htm

William P. O”Neill

555 Eleventh Street, N.W., Suite 1000

(202) 637-2275

Washington, D.C. 20004-1304

william.o’neill@lw.com

Tel: +1.202.637.2200 Fax: +1.202.637.2201

www.lw.com

FIRM / AFFILIATE OFFICES

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London

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Washington, D.C.

February 6,   2015

VIA   EDGAR AND HAND DELIVERY

Larry   Spirgel

Assistant   Director

Division   of Corporation Finance

Securities   and Exchange Commission

100   F Street, N. E.

Washington,   D.C. 20549

Re:

K12   Inc.

Form 10-K   for the Year Ended June 30, 2014

Filed   August 15, 2014

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

Filed   October 30, 2014

File   No. 001-33883

Dear Mr. Spirgel:

On behalf of our client, K12 Inc. (the “Company,” “we,” “us” or “our”), this letter sets forth the Company’s responses to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated January 23, 2015, with respect to the above-referenced annual report on Form 10-K (the “Form 10-K”) and quarterly report on Form 10-Q (the “Form 10-Q”).  The Staff’s comments are set forth below followed by the Company’s response to each comment.

Comment
  Form 10-K, 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 enrolled 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, we refer you to your snapshot of current enrollment data as of March 5, 2014 which you provided in your previous correspondence dated March 28, 2014.

Response

As explained in our response letter dated July 24, 2014 to Comment 2, we generally incur a quarterly in-year decline in total average enrollment starting at the beginning of the school year through the school-year end because we experience more withdrawals than new enrollments

overall as the year progresses. When viewing the single point in time data provided in the Time Enrolled tables (i.e. Mar 5 and May 31) you will see a similar pattern of decline in enrollments. The Time Enrolled data reported as of May 31, 2014 reflects the normal pattern of declining enrollments experienced throughout the course of the school year.

Comment
  Form 10-K, 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 generally 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 end 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 calculation of school operating losses.” Please explain to us how “actual school funding” and “actual school revenues” can be the same. Also tell us why you did not include your policy statement related to actual costs incurred.

Response

As represented in our letter dated July 24, 2014, the proposed disclosure was included in the Form 10-K (see last sentence beginning on pg. 68 of the Form 10-K). The statement noted in Comment 2 above precedes the disclosure in the Form 10-K, appearing four paragraphs earlier in relation to an explanation of funding and actual costs incurred. Because of the similarity of the statements, in our next filing we will conform both sentences to read as follows, “Since the end of the school year coincides with the end of our fiscal year, annual revenues are generally based on actual school funding and actual costs incurred (including costs for our services to the schools plus other costs the schools may incur) in the calculation of school operating losses.”

2

Comment
  Form 10-K, 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 into 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.

Response

Please note that when we filed our Form 10-K for Fiscal Year 2014 on August 15, 2014, we were in the middle of the school enrollment season for the 2014-15 school year.  The last two weeks of August and through September are typically our most intensive period of enrollments, and many families will make their final enrollment decisions even after the first days of school are underway.  Accordingly, we use the first Wednesday of October in a school year ( October 1, 2014 for FY 2015) as the official “count date”  in determining total starting student enrollments in our Public School Programs (Managed and Non-managed), which we generally disclose by the middle of October.

We attribute the overall decline in enrollment growth rate between the 2012-13 school year and the 2013-14 school year principally due to operational issues in processing increased applications to our enrollment centers and not necessarily an indication of a trend. We actually received a 25% increase in enrollment applications between July and September for the 2013-14 school year compared to the prior year but were unable to convert all of them by the October count date, significantly impacting the reported enrollment growth of 4.8%. In other words, the reported growth at that time was not indicative of the actual demand as evidenced by the number of enrollment applications, which in turn would not appear to suggest the beginning of a known trend in declining growth rates, as suggested.

While it became clear by early October 2014 (after our 2014 Form 10-K was filed in mid-August) that our actual enrollments for the 2014-15 school year had declined in our Managed Programs from the prior year, even that decline was attributable in part to a number of non-market events, such as the imposition in Tennessee of an enrollment cap midway through the enrollment season, and a delay in the grant of a charter impacting our attendant service contract and start of enrollments for a school in Colorado. Moreover, for school year 2014-15, we and the school boards put greater emphasis on enrolling and retaining students only if they were truly engaged and ready to learn, further impacting the growth rate. These factors are not necessarily indicative of a material trend in the growth rate in enrollments, despite a decline in the raw percentages.  That said, please note our Risk Factor at page 42 of our 2014 Form 10-K where we also disclose increasing competition from several sources including online or blended offerings by traditional public schools that are recognizing the value of online study and curriculum delivery.  At the same time, we anticipate serving an increasing number of students overall with growth in our non-managed programs and curriculum offerings through our FuelEd products. We will include in future filings factors that have both a positive and negative impact on enrollments and revenues and, when appropriate, discuss known trends we perceive.

3

Comment
  Form 10-Q, Enrollment Data, page 25

Comparison of the Three Months Ended September 30, 2014 and September 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 trends.

Response

The following footnote will be added in future filings to the Public School Programs enrollment data table:

(4)         Managed Program enrollments are lower than those reported in our historical average student enrollments for Managed Public Schools (see table below) due to reclassifying certain schools that meet the current definition of a Non-Managed Program.

In the first quarter of fiscal year 2015, we updated the classification of our previously disclosed Managed Public Schools to Public School Programs, and disclosed enrollment data consistent with the updated classification. The second enrollment data table on page 26 was intended to provide a historical perspective of how this information would have been reported had there been no change to the classifications. We believe this disclosure offers transparency and comparability for the investor. We believe it meaningful for an investor to see the former classification information (Managed Public Schools) as compared to the new classification of Public School Programs (Managed and Non-managed Programs) to better understand our updated classification for FY 2015.

Comment
  Form 10-Q, Enrollment Data, page 25

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

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.

Response

Managed programs enrollments declined 4.7% while corresponding revenue increased 4.6% for three months ended September 30, 2014 compared to 2013 due primarily to increases in per pupil achieved state funding in certain states, school mix (distribution of enrollments by school) and other factors. We will add this disclosure in our next filing.

In connection with the Company’s response to each comment the Company acknowledges that:

·                                          the Company is responsible for the adequacy and accuracy of the disclosures in its filings with the Commission;

·                                          the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and

4

·                                          the Company may not assert the Staff’s comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

*                                         *                                         *                                         *                                         *

Please feel free to contact me at (202) 637-2275 or Howard D. Polsky, General Counsel and Secretary of K12 Inc., at (703) 483-7158 if you have any questions regarding our responses above.

Very   truly yours,

/s/   William P. O’Neill

William   P. O’Neill

of   Latham & Watkins LLP

cc:                                Robert S. Littlepage, Accounting Branch Chief

Kathryn Jacobson, Senior Staff Accountant

Ivette Leon, Assistant Chief Accountant

James J. Rhyu

Howard D. Polsky

5

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

August 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
File No. 001-33883

Dear Mr. Davis :

 We have completed our review of your filing.  We remind you that our comments
or changes to disclosure in response to our comments do not foreclose the Commission from
taking any action with respect to the company or 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.  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 Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

William   P. O”Neill
   (202) 637-2275
   william.o’neill@lw.com

555 Eleventh Street, N.W., Suite 1000

Washington, D.C.    20004-1304

Tel: +1.202.637.2200    Fax: +1.202.637.2201

www.lw.com

FIRM / AFFILIATE OFFICES

Abu Dhabi

Milan

Barcelona

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Hamburg

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Washington, D.C.

July 24, 2014

VIA EDGAR AND HAND DELIVERY

Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N. E.

Washington, D.C. 20549

Re:                             K12 Inc.

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

Filed August 29, 2013

Form 10-Q for the Quarter Ended March 31, 2014

Filed April 29, 2014

Response dated June 18, 2014

File No. 001-33883

Dear Mr. Spirgel:

On behalf of our client, K12 Inc. (the “Company,” “we,” “us” or “our”), this letter sets forth the Company’s responses to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated July 17, 2014, with respect to the above-referenced annual report on Form 10-K (the “Form 10-K”) and quarterly report on Form 10-Q (the “Form 10-Q”).  The Staff’s comments are set forth below followed by the Company’s response to each comment.  Previously, the Company received comments from the Staff by letters dated March 4, 2014, April 10, 2014 and May 22, 2014, and the Company responded by letters dated March 28, 2014, April 30, 2014, and June 18, 2014. In connection with the Company’s response to each comment the Company acknowledges that:

·                                          the Company is responsible for the adequacy and accuracy of the disclosures in its filings with the Commission;

·                                          the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and

·                                          the Company may not assert the Staff’s comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Comment
  Form 10-K, Item 7. Critical Accounting Policies and Estimates, page 63

Revenue Recognition, page 64

1.                                      We note your response to comment 1. Please expand your revenue recognition policy to disclose why you only recognize revenue received by the school, from its state funding school district, only up to the expenses incurred. As currently described, it is not clear why you only recognize revenue received by the school, from its state funding school district, only up to the expenses incurred. That statement could be interpreted as referring to the company’s instructional expenses incurred, rather than an individual school’s expenses.

Response

We will clarify our disclosure as requested to include the following sentence in our upcoming Form 10-K filing for fiscal year ended June 30, 2014 in Critical Accounting Policies and Estimates — Revenue Recognition:  “Since the end 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 calculation of school operating losses.”

Comment
  Form 10-Q, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 20

Enrollment Data, page 22

2.                                      We note your response to comment 2. As disclosed in your Forms 10-Q for the 2014 fiscal year, the Average Student Enrollments for Managed Public Schools were 128,550, 125,053 and 124,964 for the three-month periods ended September 30, 2013, December, 31, 2013 and March 31, 2014, respectively. The in-school year enrollment decline for consecutive quarters during 2014 appears to mirror a similar trend during the 2013 school year. In this regard, tell us in detail the reasons for the consecutive quarterly decline in average student enrollments during the 2014 and 2013 school years. Specifically, tell us whether the consecutive quarterly declines were related to an increase in, or sustained high withdrawal rates which were not offset by an increase in new students.

Response

We generally incur a quarterly in-year decline in total average enrollment starting at the beginning of the school year through the school-year end because we experience more withdrawals than new enrollments as the year progresses.  Students are less likely to start school and enroll in one of our managed schools in the third or fourth fiscal year quarters (January 1- June 30) than at the beginning or mid- point of the school year, our first and second fiscal year quarters (July 1-December 31).  Withdrawals, on the other hand are somewhat more consistent throughout the year as students always retain the choice of transferring to their traditional

2

neighborhood school or to other alternative school choices.  As previously disclosed we have not experienced an overall increase in in-year withdrawal rates over the past several fiscal years.

*              *              *              *              *

Please feel free to contact me at (202) 637-2275 or Howard D. Polsky, General Counsel and Secretary of K12 Inc., at (703) 483-7158 if you have any questions regarding our responses above.

Very   truly yours,

/s/   William P. O’Neill

William   P. O’Neill

of   Latham & Watkins LLP

cc:                                Robert S. Littlepage, Accounting Branch Chief

Kathryn Jacobson, Senior Staff Accountant

Kathleen Krebs, Special Counsel

Emily Drazan, Staff Attorney

Howard D. Polsky

3

July 17 , 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 March 31, 2014
Filed April 29, 2014
Response dated June 18, 2014
File No. 001-33883

Dear Mr. Davis :

We have reviewed your response letter and have the following comments.  In some of our
comment, 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
information or by advising us when you will provide the requested response.  If you d o 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 th ese comment s, we may
have additional comments.

Form 10 -K for the Year Ended June 30, 2 013

Critical Accounting Policies and Estimates, page 63
Revenue Recognition, page 64

1. We note your response to comment 1.  Please expand your revenue recognition policy to
disclose  why you only recognize revenue received by the school, from its state fun ding
school district, only up to the expenses incurred. As currently described, it is not clear
why you only recognize revenue received by the school, from its state funding school
district, only up to the expenses incurred.  That statement could be interp reted as referring
to the company’s instructional expenses incurred, rather than an individual school’s
expenses.

Mr. Nathani el Davis
K12, Inc.
July 1 7, 2014
Page 2

 Form 10 -Q  for the Quarter Ended March 31, 2014

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of
Operations , page 20

Enrollment Data, page 22

2. We note your response to comment 2.    As disclosed in your Forms 10 -Q for the 2014
fiscal year,  the Average Student Enrollments for  Managed Public Schools were 128,550,
125,053 and 124,964 for the three -month periods ended September 30, 2013, December,
31, 2013 and March 31, 2014, respectively.   The in -school year enrollment decline for
consecutive quarters during 2014 appears to mirr or a similar trend during th e 2013 school
year.  In this regard, tell us in detail the reasons for the consecutive quarterly decline in
average student enrollment s during the 2014 and 2013 school year s.  Specifically, tell us
whether the consecutive quarte rly decline s were  related to an increase in, or sustained
high withdrawal rates which were not offset by an increase in new students.

You may contact Kathryn Jacobson , Senior Staff Accountant  at (202) 551 -3365 or Robert
S. 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 other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

William P. O”Neill
   (202) 637-2275
   william.o’neill@lw.com

555 Eleventh Street, N.W., Suite 1000

Washington, D.C.    20004-1304

Tel: +1.202.637.2200    Fax: +1.202.637.2201

www.lw.com

FIRM / AFFILIATE OFFICES

Abu Dhabi

Milan

Barcelona

Moscow

Beijing

Munich

Boston

New Jersey

Brussels

New York

Chicago

Orange County

June 18,   2014

Doha

Paris

Dubai

Riyadh

VIA   EDGAR AND HAND DELIVERY

Düsseldorf

Rome

Frankfurt

San Diego

Larry   Spirgel

Hamburg

San Francisco

Assistant   Director

Hong Kong

Shanghai

Division   of Corporation Finance

Houston

Silicon Valley

Securities   and Exchange Commission

London

Singapore

100   F Street, N. E.

Los Angeles

Tokyo

Washington,   D.C. 20549

Madrid

Washington, D.C.

Re:

K12   Inc.

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

Filed   August 29, 2013

Form 10-Q   for the Quarter Ended March 31, 2014

Filed   April 29, 2014

File   No. 001-33883

On behalf of our client, K12 Inc. (the “Company,” “we,” “us” or “our”), this letter sets forth the Company’s responses to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 22, 2014, with respect to the above-referenced annual report on Form 10-K (the “Form 10-K”) and quarterly report on Form 10-Q (the “Form 10-Q”).  The Staff’s comments are set forth below followed by the Company’s response to each comment.  Previously, the Company received comments from the Staff by letters dated March 4, 2014 and April 10, 2014 and the Company responded by letters dated March 28, 2014 and April 30, 2014. In connection with the Company’s response to each comment the Company acknowledges that:

·                                          the Company is responsible for the adequacy and accuracy of the disclosures in its filings with the Commission;

·                                          the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and

·                                          the Company may not assert the Staff’s comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Comment
  Form 10-K, Item 7. Critical Accounting Policies and Estimates, page 63

Revenue Recognition, page 64

1.                                      We note your response to comment 5. Please provide the substance of your response in future filings and cite the parameters that you consider in estimating funding for revenue recognition purposes, including count dates, average daily attendance, special needs enrollment, historical completion, progress trajectory, student location, funding caps and withdrawal rates.

Response

In future filings, K12 will include the following disclosure in the discussion of Critical Accounting Policies and Estimates:

Each state or school district has variations in the school funding formulas and methodologies, which we use to estimate funding for revenue recognition at our respective schools. As we build the funding estimates for each school, we are mindful of the state definition for count dates on which reported enrollment numbers will be used for per pupil funding.  The parameters we consider in estimating funding for revenue recognition purposes include district count definitions, withdrawal rates, average daily attendance, special needs enrollment, student demographics, progress trajectory and historical completion, student location, funding caps, and other state specified categorical program funding.  The estimates we make each period on a school by school basis consider the latest information available to us and consider material relevant information at the time of the estimate.

Comment
  Form 10-K, Item 7. Critical Accounting Policies and Estimates, page 63

Revenue Recognition, page 64

2.                                      In your response to comment 6 you state “we have not seen a material change in the rate of net withdrawals within any particular school year.” It appears your assertion of immateriality is predicated upon your ability to attract new students during the school year, an occurrence that is unrelated to withdrawals. So, it seems, information concerning gross withdrawals may in fact be material to investors. Please address each of the following questions in a detailed response and in expanded disclosure.

a.              With respect to the school districts where funding is affected by withdrawals, quantify the gross number of withdrawals in each of the past three years and the percentage these withdraws represent of the total enrollment as of the beginning of the school year.

b.              If true, please specifically disclose that for those states where the funding formula is dependent on some estimate of withdrawals, withdrawals are estimated using a methodology that is in accordance with state governed policies.

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c.               Identify any school or school district where you have become aware of a risk of possible contract non-renewal. Quantify the total amount of revenue earned from these schools in 2013.

d.              For those schools where gross withdrawals as a percentage of beginning of the year attendance exceeds two standard deviations from the mean, please quantify the total amount of revenue earned from these schools in 2013.

Response

We respectfully disagree with the assumption that information concerning gross withdrawals during a school year “may in fact be material to investors.”  We believe this assumption is based upon a misunderstanding of how states determine the funding they provide to local school districts and to public charter schools.

States make determinations on funding based upon a wide variety of factors.  Some states base per-pupil funding on a single enrollment count date during the year, other states use several count dates during the year, and others look at average daily attendance over a full year or lesser period.

We report total enrollment in our managed schools in early October as a measure we believe is useful to investors to assess growth in our business from the prior year.  We use this beginning total enrollment number in managing our business throughout the year, and we then report average enrollment over each quarter to disclose any material changes in initial total enrollment during the year.  We use aggregate average enrollment during any given period in managing our business, and thus we believe this is the non-financial metric that is most helpful to investors in understanding how we view the business.

That said, a gross withdrawal number for any given period versus a new enrollment number — however offsetting the two numbers may or may not be — is likely to be much less useful to investors without substantially more granular information.  For example, for the students who withdrew from their school did they spend a meaningful period at the school, or were they there only a few weeks or months?  Was a student who withdrew in February a new enrollee in November and thus not part of the initial enrollment count in October?  We believe a gross withdrawal number if anything could overstate the impact that early withdrawals or short term enrollments could have on the estimated funding for our schools over the year, which is the aggregate information most relevant to us in managing our schools and to our investors.

In short, over the past three years we have not experienced a trend where our gross withdrawals as a percentage of beginning enrollments has or will materially change.  In fact, the gross withdrawals as a percentage of beginning enrollments over the past three years has maintained within a narrow band of less than two percent of variance.

In response to Comment No. 2.b above, we are not aware of any states that have adopted policies for estimating withdrawals.  Therefore, we do not factor any such policies when estimating withdrawal rates, which determine our internal estimates of funding as we manage our business

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quarter by quarter and over the year.  Please refer to our response to Comment No. 5 in our response letter dated April 30, 2014 where we describe our calculation of withdrawal rates.

In response to Comment No. 2.c above, and as we clearly state in our risk factors, every year several of our managed public school contracts are up for renewal and there is always a risk of non-renewal.  To put this in context, K12 had service agreements with 66 managed public schools in FY 2013, and in FY 2014 we have service agreements with 73 managed schools.  Each of our customers (the governing charter school authority or school board) has a legal obligation to select vendors, including K12, that best serve the educational mission of the school and its students, and we believe that our customers will continue to find K12’s curriculum, technology and administrative support services to be attractive, as evidenced by the long-term contracts that have been executed by the parties.  In fact, while our customers frequently negotiate new terms and conditions prior to renewal, or even restructure the service (both reductions and increases) and curriculum relationship, since our IPO in late 2007 we have only experienced one instance where a customer decided to non-renew and sever any further relationship with K12.  (In a few other instances, we decided not to seek renewal of a managed school contract, such as after a loss of program funding or charter expiration).

As we disclosed in our FY 2013 Form 10-K, we still have two contracts in FY 2014 that meet the definition of “material agreements” under Item 601(b)(10)(ii)(B) of Regulation S-K, one with the Ohio Virtual Academy and the other with the Agora Cyber Charter School, which represent approximately 10% and 14% of our overall revenue for the year to date, respectively.  While the boards of these schools, like the boards of other schools, will negotiate new contract terms and services prior to renewals, and typically will request negotiations with us during the contract term, we do not plan to disclose the existence of any contract renewal negotiations with a school—which will only invite a competitor or other school constituent to disrupt or interfere with those negotiations and potentially create a risk of non-renewal.  To the extent we become aware of a probable risk of non-renewal of a material contract we would disclose such circumstances at the appropriate time.  Please note further that, in connection with the Staff’s Comment No. 8 in its letter of April 10, 2014, the Lawrence, Kansas School District has determined to offer its virtual high school option in the coming year, and negotiations with the School District to procure curriculum services from K12 are continuing.

In response to Comment No. 2.d above, we respectfully submit that the information requested is not material to investors, particularly given that we have only two material agreements for managed school services out of some 73 during FY 2014.  Fundamentally as explained above, our revenue is not affected in a material way due to gross withdrawals during a school year when a substantial portion of withdrawals is offset by new enrollments during the year.  As we have explained in the past, a student may withdraw from a given school of choice for any number of reasons, including re-location of the family, or the decision to elect an alternative which may include attending the neighborhood brick and mortar school or attending a different charter school.  New enrollees sign up to K12-managed schools during the school year for the same possible reasons.  For those schools where gross withdrawals as a percentage of beginning of the year attendance exceeds two standard deviations from the mean, the total amount of revenue earned from these schools in 2013 was approximately $5.9 million.  A five percent standard deviation in gross withdrawals from the mean at any given managed school is not going to alter

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the total mix of information about K12 and whether schools and students are satisfied  with  the services we provide. Indeed, students and parents highly satisfied with the online public school they attend often withdraw for reasons totally unrelated to the quality of academics at the school, such as the desire to participate in competitive sports through a traditional school.

Comment
 Form 10-Q, Item 2. Comparison of the Nine Months Ended March 31, 2014 and Nine Months Ended March 31, 2013, page 24

3.                                      We note your response to comment 7 and your response to comment 10 of your letter dated March 28, 2014. Regarding the contracts where you receive a management service fee, net of absorbing any school operating losses, please specifically identify in your disclosure the expenses that are directly related to the delivery of service and are recognized in the beginning of the year, rather than prorated over the contract term, and advise us.

Response

To supplement the disclosure contained in our Critical Accounting Policies and Estimates, in future filings K12 will include the following disclosure:

Under our turnkey management service contracts, we have generally agreed to absorb any cumulative operating losses of the schools over the respective contract period. For these contracts, a school operating loss may reduce our ability to collect our management fees in full though as noted it does not necessarily mean that we incur a loss during the period with respect to our services to that school.  Accordingly, we recognize revenue, net of our estimated portion of school operating losses, to reflect the expected cash collections from such schools. Revenue is recognized based on our performance of services under the contract which we believe is proportionate to our incurrence of costs.  We incur costs directly related to the delivery of services.  Most of these costs are recognized throughout the year; however, certain costs related to the upfront delivery of printed materials, workbooks, laboratory materials and other items provided at the beginning of the school year are recognized as expense when shipped.

Comment
 Form 10-Q, Item 2. Comparison of the Nine Months Ended March 31, 2014 and Nine Months Ended March 31, 2013, page 24

4.                                      We clarify that in our prior comment 8, we asked you to discuss your revenue and earnings outlook based on identifiable trends that could affect or have affected your contract renewals or non-renewals, favorably or unfavorably, in a material way (not limited to those resulting in a “materially adverse impact”). Refer to Item 303 of Regulation S-K.

Response

Each of our contracts is unique as are the negotiations of any given contract.  Contracts vary based on our customer’s state education requirements, anticipated student populations, charter

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objectives, and the level of managed and teaching services desired from K12.  Our prior response to Comment No. 8 was limited to identifiable trends that could affect or have affected our contract renewals or non-renewals in a material adverse manner.  In clarification, we have not historically had contract renewals or non-renewals result in either a materially adverse or favorable financial impact.

As noted in our response to Comment No. 2.c above, while our experience has been very positive in maintaining a vendor relationship with nearly all of our schools, we note that there is increasing competition from other providers to virtual schools and that some schools may be re-considering their education model, and that there is always some risk that a school supported by K12’s products and services could determine to procure curriculum and services elsewhere.  We believe that we app

CORRESP
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William P. O’Neill

555 Eleventh Street, N.W., Suite 1000

(202) 637-2275

Washington, D.C. 20004-1304

william.o’neill@lw.com

Tel: +1.202.637.2200 Fax: +1.202.637.2201

www.lw.com

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May 30, 2014

VIA EDGAR

Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N. E.

Washington, D.C. 20549

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. Spirgel:

Our client, K12, Inc. (the “Company”), acknowledges receipt of the Staff’s letter, dated May 22, 2014, with respect to the above-referenced Annual Report on Form 10-K and Quarterly Report on Form 10-Q.  Per my discussion with Kathleen Krebs, Securities and Exchange Commission Special Counsel on May 30, 2014, the Company will respond to the Staff’s letter in a response letter to be submitted on or before June 18, 2014.

If you have any questions, please contact me at (202) 637-2275.

Very   truly yours,

/s/   William P. O’Neill

William   P. O’Neill

of   LATHAM & WATKINS LLP

cc:                                Kathleen Krebs, Securities and Exchange Commission Special Counsel

Nathaniel A. Davis, Chairman and Chief Executive Officer

Howard D. Polsky, General Counsel and Secretary

Julia A. Thompson, Latham & Watkins LLP

May 22 , 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 March  31, 201 4
Filed April 29 , 2014
File No. 001-33883

Dear Mr. Davis :

We have reviewed your filing s and have the following comments.  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 disclo sure.

 Please respond to this letter within ten business days by providing the requested 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, please tell us w hy 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

Critical Accounting Policies and Estimates, page 63

Revenue Recognition, page 64

1. We note your response to comment 5.  Please provide the substance of your response in
future filings and  cite the parameters that you consider in estimating funding for revenue
recognition purp oses, including count dates, average daily attendance, special needs
enrollment, historical completion, progress trajectory, student location, funding caps and
withdrawal rates.

Mr. Nathani el Davis
K12, Inc.
May 22 , 2014
Page 2

 2. In your response to comment 6 you state “we have not seen a material change in the rate
of net withdrawals within any particular school year.”  It appears your assertion of
immateriality is predicated upon your ability to attract new students during the school
year, an occurrence that is unrelated to withdra wals.  So, it seems, information
concerning gross withdrawals may in fact be material to investors.  Please address each
of the following questions in a detailed response and in expanded disclosure.
a. With respect to the school districts where funding is aff ected by withdrawals,
quantify the gross number of withdrawals in each of the past three years and the
percentage these withdraws represent of the total enrollment as of the beginning of
the school year.
b. If true, please specifically disclose that for tho se states where the funding formula is
dependent on some estimate of withdrawals, withdrawals are estimated using a
methodology that is in accordance with state governed policies.
c. Identify any school or school district where you have become aware of a risk  of
possible contract non -renewal.  Quantify the total amount of revenue earned from
these schools in 2013.
d. For those schools where gross withdrawals as a percentage of beginning of the year
attendance exceeds two standard deviations from the mean, please  quantify the total
amount of revenue earned from these schools in 2013.

Form 10 -Q for the Quarter Ended March 31, 2014

Comparison of the N ine Months Ended March 31, 201 4 and Nine Months Ended March 31,
2013 , page  24

3. We note your response to comment 7 and your response to comment 10 of your letter
dated March 28, 2014.  Regarding the contracts where you receive a management service
fee, net of absorbing any school operating losses, please specifically identify in your
disclosure the expenses that are directly related to the delivery of service and are
recognized in the beginning of the year, rather than prorated over the contract term, and
advise us.

4. We clarify that in our prior comment 8, we asked  you to discuss your revenue and
earnings outlook based on identifiable trends  that could affect or have affected your
contract renewals or non -renewals, favorably or unfavorably, in a material way (not
limited to those resulting in a “materially adverse i mpact”).   Refer to Item 303 of
Regulation S -K.

5. Please disclose that you derive over 10% of your revenues from special education
students, how funding for such students is generally determined, and how it impacts your
profitability.

Mr. Nathani el Davis
K12, Inc.
May 22 , 2014
Page 3

 6. We note that for the nine months ended March 31, 2014, the year -over-year growth in
revenue and average enrollment at your Managed Public Schools were 7.9% and 5.2%
respectively.   As reported in your 2013 Form 10-K, between 2013 and 2012, your year -
over-year revenue and average enrollment growth were 22.6% and 12.7%, respectively.
Tell us the following:
 Why the disparity between your revenue and average stude nt enrollment growth rates
significantly narrowed in 2014.
 Why despite the higher growth rate for revenue relative to the growth rate for average
student enrollment during each of the last 3 years, you stated on page 60 of the Form
10-K that “the growth rate of  our managed school average student enrollments
exceeded the growth in revenue.”
 How “mixed shift to High School, reductions in the per -pupil rate of achieved state
funding in some states, and lower utilization in federal and state restricted funding per
managed student,” which you further cited on page 60, affected revenue growth, if at
all.

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 Act of
1934 and all applicable Exchange Act rules requir e.  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.

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, Spe cial Counsel at (202) 551 -3350  or me at (202)
551-3810  with any other questions.

Sincerely,

 /s/ Kathleen Krebs, fo r

Larry Spirgel
Assistant Director

CORRESP
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filename1.htm

William P. O”Neill
   (202) 637-2275
   william.o’neill@lw.com

555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Tel: +1.202.637.2200 Fax: +1.202.637.2201

www.lw.com

FIRM / AFFILIATE OFFICES

Abu   Dhabi

Milan

Barcelona

Moscow

Beijing

Munich

Boston

New   Jersey

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New   York

April 30,   2014

Chicago

Orange   County

Doha

Paris

Dubai

Riyadh

Düsseldorf

Rome

Frankfurt

San   Diego

Hamburg

San   Francisco

Hong   Kong

Shanghai

Houston

Silicon   Valley

London

Singapore

Los   Angeles

Tokyo

Madrid

Washington,   D.C.

VIA EDGAR AND HAND DELIVERY

Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N. E.

Washington, D.C. 20549

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. Spirgel:

On behalf of our client, K12 Inc. (the “Company,” “we,” “us” or “our”), this letter sets forth the Company’s responses to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated April 10, 2014, with respect to the above-referenced annual report on Form 10-K (the “Form 10-K”) and quarterly report on Form 10-Q (the “Form 10-Q”). The Staff’s comments are set forth below in bold, followed by the Company’s response to each comment. Previously, the Company received comments from the Staff by letter dated March 4, 2014, and the Company responded by letter dated March 28, 2014. In connection with the Company’s response to each comment the Company acknowledges that:

·                                          the Company is responsible for the adequacy and accuracy of the disclosures in its filings with the Commission;

·                                          the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and

·                                          the Company may not assert the Staff’s comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Comment

Form 10-K, Item 1. Business, page 5

Academic Performance, page 14

1.                                      We have considered your response to comment 1. Please clarify what disclosure you intend to provide in future filings regarding student persistence rates from year to year. In addition, please address in your Management Discussion and Analysis the trends in your student persistence rates, how persistence rates impact the number of new enrollments you need to maintain and grow your average student enrollment, and the costs related to marketing and advertising used for the recruitment of new students.

Response

K12 intends to disclose in future filings student persistence rates across all its managed public schools based on a snapshot of current enrollment, as of the most recent practical date, of students enrolled less than one year, between one and two years, between two and three years, and for three or more years, as provided in our March 28, 2014 response to comment 1.

In our Management Discussion and Analysis in future filings we will explain that we focus on persistence primarily to achieve greater academic progress for students using the K12 curriculum, as much as we do to maintain enrollment and for future overall growth. The longer a student persists with our K12 curriculum at one of our managed schools, the greater the likelihood of a better academic outcome for that student, in our experience. See K12 2014 Academic Report at pp. 4, 17.

Please note that persistence rates for schools of choice as opposed to persistence rates for traditional, local public schools will generally not be equivalent because families are free to enroll, re-enroll or withdraw their children in a virtual school as their individual needs evolve. Families are not constrained with schools of choice by public attendance zones as is often the case with public brick and mortar schools. If a child is not enrolled in an authorized alternative school like one of our managed schools, the child must attend her traditional local school. The Company continues to believe as the choice of a virtual school model becomes more widely available to families due to favorable legislative and regulatory developments, and the value of the virtual school alternative for many students is better understood, that new enrollments each year will sustain K12’s growth. We note further that, of the approximately 55 million students in grades K through 12 in the U.S. in any given year, less than 0.3% are served by our K12 curriculum. Thus, while persistence is a factor, especially as it relates to academic performance, it cannot be viewed in isolation when assessing all the other factors described above that drive our ability to increase student enrollment year over year at the managed schools we serve.

The Company does not budget marketing and advertising expense based on anticipated persistence rates for the next school year. Rather, we budget marketing spend based upon past experience and perceived efficacy of various types of media and marketing campaigns, from feedback provided by the school boards that contract for our services as well as from our enrollment centers, and management’s assessment of growth opportunities at schools that only recently have contracted for our services. Please note that, to the extent higher persistence rates

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could mean that our marketing costs could decline over a prior year, it also means that we could have more available to spend toward increasing public awareness in existing and new states of the online public school option offered by the charters and school districts that contract for our services. Because overall growth in enrollment, including growth at particular schools, must be accompanied by up-front investment by us in the recruiting and training of certified teachers and the procurement of student school supplies (computers, text books and teaching materials), we carefully plan the amount of marketing to be spent during any given enrollment season against forecasted growth in our overall annual budget for each school year.

Comment
 Form 10-K, Item 1. Business, page 5

Academic Performance, page 14

2.                                      We have considered your response to comment 2; however, we continue to believe that you should address our comment in your disclosure. Please revise your disclosure in future filings to 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.

Response

Initially, with respect the original comment 2 seeking comparison of K12 student scores in reading and math to state averages, we note the Staff’s statement that in connection with expanding student enrollments, it “would appear that your potential and current customers would take into account academic performance in deciding to use your products and services….” It is important to recognize that parents and families seeking to enroll their students in K12-managed schools are not our customers, as the schools we serve are public schools and tuition free. Rather, the customers we invoice are the not-for-profit school boards which have a charter from a state authority, and in some cases our customer may be the school board or superintendent of a state-authorized school district.

In selecting K12 to provide online curriculum, technology and management services, the governing charter school boards/districts perform due diligence on K12 and exercise their authority to enter into contracts with terms and conditions to meet the needs of the school and the students they seek to enroll. We compete with other providers of online curriculum and of management services to win the business or renewal contracts with these customers. As none of our direct competitors who seek to provide curriculum and management services to virtual public schools are publicly-traded companies and do not publish academic performance data in SEC periodic reports, these potential and existing customers look to the vendor applications or state education websites for academic performance data in their selection process.

More fundamentally, the publicly available information through state department of education websites and our annual Academic Reports provide investors and customers with a comprehensive, highly detailed picture of the academic performance of students attending our

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managed schools. Adding substantial, granular data on test results to our SEC filings on a periodic basis will not alter or add to the “‘total mix’ of information made available,” TSC Industries, Inc. v. Northway, 426 U.S. 438, 449 (1976). Indeed, including test data from each school and each student cohort or grade would require providing detailed information on student demographics and the academic starting point of the student population at each school for a school-by-school comparison to have any meaning.

State testing information in reading and math (and in some cases, science and the English language arts) along with student demographics is publicly available for all schools, including K12 managed schools, traditional public brick and mortar schools and other charter schools, through state department of education websites. It is important to note that there are no arithmetic means or “averages” as reported by state testing authorities — rather, the state tests are intended to measure a percentage of proficiency in reading or math of the students attending a school. For example, one school may have a proficiency score of 75% in reading, and another school a score of 55%, meaning that according to the test results at a given point in time, 75% of the students in one grade or cohort have achieved reading proficiency based on a state objective at the first school, whereas 55% have achieved reading proficiency at the other school. See, for example, the Testing and Accountability web page for the State of Texas Education Agency at www.tea.state.tx.us, and click through to “district” and “campus” to see state proficiency results at every Texas school. For California, see www.cde.ca.gov and click through to the Testing and Accountability web page to find the proficiency test results for all California schools, including the K12 California Virtual Academy. For a further example, see www.isbe.state.il.us for proficiency report cards on all Illinois schools, including our Chicago Virtual Academy.(1)  Families, school boards and investors can readily find this information, and importantly, look at proficiency results and student demographics from prior years for any school and make their own comparisons.

In addition, because we publish an annual academic report which now contains school proficiency data under each state’s accountability standards (which have been substituted for AYP measures in 42 states and District of Columbia who have been granted NCLB waivers by the U.S. Department of Education), we believe our customers and investors have at their immediate disposal more extensive information about the academic performance in math and reading of the virtual public schools we serve than that of schools managed by our competitors. We have also added an in-depth section to our 2014 Academic Report that provides value-added (growth) results for students in two of our larger and mature schools (Ohio Virtual Academy and the Agora schools in Pennsylvania). We respectfully refer the Staff to the K12 2014 Academic Report, now published and available at www.K12.com, as well as to our previous response to comment 2.

(1)  We are supplementally providing the Staff a hard copy of the 2012-2013 “Report Card” on our Chicago Virtual Academy downloaded from the Illinois Department of Education web site at http://webprod.isbe.net/ereportcard/publicsite/getReport.aspx?=2013dcode=150162990225C-epdf.

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During the 2012-2013 school year we managed some 66 schools in 32 states and the District of Columbia. State proficiency results are available on each of these schools through state department of education websites as explained above. Moreover, we have added, in our view, a more meaningful assessment through publication in our annual Academic Report of Scantron reading and math results that measure academic gains (not just proficiency) from Fall to Spring for students attending our managed schools. To add extensive data to our periodic reports filed with the SEC will not add to the “total mix” of information on our business or financial results, and indeed could lead to investor confusion.

Comment
  Form 10-K, Item 1. Business, page 5

Academic Performance, page 14

3.                                      We have considered your response to comment 3. Please provide the substance of your response in future filings.

Response

K12 will provide the substance of its response to comment 3 in its future filings. We also direct the Staff to pages 30-31 of our 2014 Academic Report which sets forth the components of each state’s school accountability systems under the waivers granted by the U.S. Department of Education under the No Child Left Behind Act.

Comment
  Form 10-K, Item 1. Business, page 5

Academic Performance, page 14

4.                                      We note your response to comment 4. Please clarify whether you intend to provide the substance of your response, including information responsive to comment 4, in future filings.

Response

K12 will provide the substance of its response to comment 4 in its future filings.

Comment
  Form 10-K, Item 7. Critical Accounting Policies and Estimates, page 63

Revenue Recognition, page 64

5.                                      We note your response to comment 6 and your proposed disclosure stating that the pro rata amount of revenues to recognize in a fiscal quarter is based on estimated total funds that each school will receive in a given year. Please further clarify how you considered

5

typical variations in virtual school funding formulas and methodologies in your measurement and timing of revenues (including but not limited to the following):

·                  Funding contingent upon successful course completion. For instance, in Florida and Texas, full-time virtual schools are allocated funds based on the number of students completing courses but receive funds only after students have successfully completed a course. Refer to ASC 605-25-30-5.

·                  Funding adjusted for factors such as average daily attendance and student needs.

·                  FTE funding based on student location.

·                  Funding based on prior year enrollments.

Response

Each state or school district has variations in the school funding formulas and methodologies, which we use to estimate funding at our respective schools. As we build the funding estimates for each school, we are mindful of the state definition for count dates on which reported enrollment numbers will be used for per pupil funding. Enrollment counts and definitions vary by district and may be based on a single count date, multiple count dates within the school year, and average daily attendance or membership.

The estimates we make each month on a school by school basis consider the latest information available to us and consider material relevant information at the time of the estimate. States may update their funding levels or methodologies mid-year; therefore, to the extent there are changes from historical experi

CORRESP
1
filename1.htm

William P. O’Neill

555 Eleventh Street, N.W., Suite 1000

(202) 637-2275

Washington, D.C. 20004-1304

william.o’neill@lw.com

Tel: +1.202.637.2200 Fax: +1.202.637.2201

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April 23, 2014

VIA EDGAR AND HAND DELIVERY

Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N. E.

Washington, D.C. 20549

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. Spirgel:

Our client, K12, Inc. (the “Company”), acknowledges receipt of the Staff’s letter, dated April 10, 2014, with respect to the above-referenced Annual Report on Form 10-K and Quarterly Report on Form 10-Q.  Per my discussion with Kathleen Krebs, Securities and Exchange Commission Special Counsel on April 23, 2014, the Company will respond to the Staff’s letter in a response letter to be submitted on or before April 30, 2014.

If you have any questions, please contact me at (202) 637-2275.

Very   truly yours,

/s/   William P. O’Neill

William   P. O’Neill

of   LATHAM & WATKINS LLP

cc:                                Kathleen Krebs, Securities and Exchange Commission Special Counsel

Nathaniel A. Davis, Chairman and Chief Executive Officer

Howard D. Polsky, General Counsel and Secretary

Julia A. Thompson, Latham & Watkins LLP

April 10, 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
Response dated March 28 , 2014
File No. 001-33883

Dear Mr. Davis :

 We have reviewed your response letter and have the following comments.  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 respo nd to this letter within ten business days by providing the requested
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, please tell us why in your response .

After reviewing 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 have considered your respo nse to comment 1.  Please clarify what disclosure you
intend to provide in future filings regarding student persistence rates from year to year .
In addition, please address in your Management Discussion and Analysis the trends in
your student persistence rates, how persistence rates impact the number of new
enrollments you need to maintain and grow your average student enrollment, and the
costs related to marketing and advertising used for the recruitment of new students.

Mr. Nathani el Davis
K12, Inc.
April 10, 2014
Page 2

2. We have considered your response to comment 2; however, we continue to believe that
you should address our comment in your disclosure.  Please revise your disclosure in
future filings to 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. We have considered your response to comment 3.  Please provide the substance of your
response in future fili ngs.

4. We note your response to comment 4.  Please clarify whether you intend to provide the
substance of your response, including information responsive to comment 4, in future
filings.

Critical Accounting Policies and Estimates, page 63

Revenue Recognition, page 64

5. We note your response to comment 6 and your proposed disclosure stating that the pro
rata amount of revenues to recognize in a fiscal quarter is based on estimated total funds
that each school will receive in a given year.   Please f urther clarify how  you considered
typical variations  in virtual school funding formulas and methodologies  in
your  measurement and timing of revenues (including but not limited to the following):

 Funding contingent  upon successful course completion.   For instance, in Florida and
Texas, full -time virtual schools are allocated funds based on the number of students
completing courses but receive funds only after students have successfully completed
a course.   Refer to ASC 605 -25-30-5.
 Funding adjusted fo r factors such as average daily attendance and student needs .
 FTE fu nding based on student location .
 Funding based on prior yea r enrollments .

6. It is unclear why you stated  in your response to comment 1 that you do not regard
attrition (i.e., withdrawals, ch urn) throughout the school year as a significant risk to your
business or results of operations if in fact, in some of your schools, funding is contingent
on the students’ successful course completion.   In estimating  pro-rata amounts of revenue
to recogni ze during each quarter, tell us  the following:

 If your quarterly revenue estimate “with consideration to actual enrollments and
expected funding” will yield the same result  as one based on actual students (still)
enrolled since the beginning of the year  (or as of each state’s applicable measurement
or count date ) and expected to complete the course.

Mr. Nathani el Davis
K12, Inc.
April 10, 2014
Page 3

  How you define withdrawals and if you factor an allowance for withdrawals in
estimating revenues, particularly in your largest schools in Ohio, Colorado, and
Pennsylvania which posted student churn rates as high as 51% per an NEPC study
dated May 2013.   If not, please tell us why.

 If you are able to estimate an average course completion rate   based on
historical   attrition in states or districts where fund ing is contingent on students’
course completion .

7. We note your response to comment 10.   Please expand your disclosure in the penultimate
paragraph on page 64 to distinguish your revenue recognition policy in contracts “where
K12 assumes full economic, funding and operational risk” from contracts where “K12
receive s a management service fee, net of absorbing any school operating
losses.”   Additionally, disclose the nature of expenses that are weighted more heavily to
the beginning of the year for the latter contract type.

Form 10 -Q for the Quarter Ended De cember 31, 2013

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

8. With a view towards greater transparency, please discuss in an Executive Summary  and
in your management’s discussion and analysis,  your revenue growth and earnings outlook
based on identifiable trends in your schools' student performance, average daily
attendance,   graduation rates, governance and other such factors   that may affect, or   have
affected   recent contract renewals (or non -renewals)   and charter applications.   For
instance, we note that the Lawrence School District in Kansas has cancelled your contract
because of a low 26.3% graduation rate.

9. Please also discuss the financial impact of shortfalls in your projected perman ent
enrollment arising from an emerging trend among districts that shift away from full -time
student programs to more blended part -time programs.   In this regard, we note Mr. Tim
Murray’s statements in your second quarter  2014 earnings call.

Mr. Nathani el Davis
K12, Inc.
April 10, 2014
Page 4

 You may contact Kathryn Jacobson , Staff Accountant  at (202) 551 -3365 or Robert S.
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
Attor ney at (202) 551 -3208, Kathleen Krebs, Special Counsel at (202) 551 -3350  or me at (202)
551-3810  with any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

William P. O”Neill

555 Eleventh Street, N.W., Suite 1000

(202) 637-2275

Washington, D.C. 20004-1304

william.o’neill@lw.com

Tel: +1.202.637.2200 Fax: +1.202.637.2201

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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. Spirgel:

On behalf of our client, K12 Inc. (the “Company,” “we,” “us” or “our”), this letter sets forth the Company’s responses to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated March 4, 2014, with respect to the above-referenced annual report on Form 10-K (the “Form 10-K”) and quarterly report on Form 10-Q (the “Form 10-Q”).  The Staff’s comments are set forth below in bold, followed by the Company’s response to each comment.  In connection with the Company’s response to each comment the Company acknowledges that:

·                                          the Company is responsible for the adequacy and accuracy of the disclosures in its filings with the Commission;

·                                          the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and

·                                          the Company may not assert the Staff’s comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Comment
  Form 10-K, Item 1. Business, page 5

Academic Performance, page 14

1.                                      We note your disclosure regarding students at virtual public schools having 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 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 Analysis to discuss how this impacts your financial statements in terms of increased cost of enrollment and on-boarding.

Response

Based upon a snapshot of current enrollment data as of March 5, 2014, the following table reflects the number (and percentages of the total number) of students enrolled in K12-managed public schools and the length of time those students have been enrolled.

Time Enrolled

Percentage of
    All Enrolled Students

Number of
    Students

Less than One Year

15.28

%

18,828

One to Two Years

48.32

%

59,521

Two to Three Years

19.57

%

24,106

Three or More Years

16.83

%

20,726

Totals

100.00

%

123,181

In short, approximately 36.4% of the total enrolled student population at K12-managed schools are in the third or higher year of persistent enrollment under the K12-managed school program.  We will update this disclosure periodically in future filings.

Please note K12’s response to prior Comment No. 2 in our letter of March 20, 2013 to the Staff comment regarding “public reports” that virtual schools experience “significant student attrition throughout the school year” www.sec.gov/Archives/edgar/data/1157408110465913022603/filename1.htm.  As K12 responded last year, because student attrition (withdrawals) throughout the school year is not a significant risk and the Company reports student enrollment data quarterly, the Company respectfully submits that it is unnecessary to supplement or expand upon these matters in the Form 10-K.  K12 has not experienced a change in the attrition or mid-year new enrollment patterns at its managed schools since opening its first few schools over a decade ago, and the change in total average enrollment quarter to quarter generally varies between 1% - 4%.

2

Accordingly, the Company does not regard attrition throughout the school year as a significant risk to its business or results of operations.

With respect to attrition year over year, whether new to or returning to a K12-managed school, each student must enroll at the start of the year.  Please note that enrollment, record generation and record maintenance requirements vary significantly state to state due to differing jurisdictional requirements, and in some cases may vary between school districts in the same state.  While it is correct to assume that a returning student would enroll with a performance record from the prior year at a K12-managed school, there still may be deficiencies in the student records from earlier years that would need to be addressed again in the enrollment cycle, and jurisdictions may have changed or added to the record generation requirements, including requiring additional data on family or socio-economic status and other metrics.  Further, to the extent a new or returning student is commencing the year with an Individual Education Plan (IEP), preparation of the student’s IEP is required for each year.  In short, K12 does not believe the difference in enrollment and onboarding costs of new vs. returning students is significant, and the Company believes that the relative difference in such costs does not have a material impact on its business or results of operations year over year.

Comment
 Form 10-K, Item 1. Business, page 5

Academic Performance, page 14

2.                                      We note that your strategy for growth includes expanding into additional states and cities, removing enrollment restrictions, and increasing 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 achievement 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.

Response

K12 held an Academic Day on March 20, 2014 at its corporate headquarters in Herndon, Virginia to which investors and the public were invited.  The Company will release its 2014 Academic Report within the next several days, and will post the report to its website as it did a year ago for its 2013 Academic Report.  We will notify and provide a copy of the 2014 Academic Report to the Staff when it is released.

K12 is expanding the amount and types of information available in its 2014 Academic Report this year.  The 2014 Academic Report will include the results of Scantron Performance Series® gains in Reading, Mathematics and English Language Arts (ELA) for each K12-managed school.  In addition, the 2014 Academic Report will include Reading and Mathematic proficiency based on state established scores using state-adopted tests for 23 of the K12-managed schools.  These 23 schools represent approximately 75% of the total enrolled students in K12-managed schools for the 2013-2014 year.  Further, the 2014 Academic Report will include an in-depth analysis of

3

test results and student performance at K12’s two largest schools, the Agora Cyber Charter School in Pennsylvania, and the OHVA (Ohio Virtual Academy).

Comment
  Form 10-K, Item 1. Business, page 5

Academic Performance, page 14

3.                                      Furthermore, with respect to the K12 schools operating in states that have not obtained a No Child Left Behind waiver, disclose the percentage that made Adequate 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 using alternative accountability measures, disclose the percentage of schools that had satisfactory performance/progress under the alternative state accountability standard.

Response

As noted in our prior correspondence with the Staff dated April 16, 2013, K12 shares the view of many states that static tests of proficiency, such as state proficiency exams that are factored in AYP, are not the most accurate measure of what a child knows or can achieve.  A more meaningful measure for assessing student performance is what is understood to be a “growth measure” which tracks the progress a student makes over the course of a school year that can best be captured by using adaptive testing that assesses students at two points in time during a single school year, typically in a Fall to Spring assessment cycle.  The Scantron testing results to be summarized in the 2014 Academic Report for each school provide K12’s teachers, families and curriculum developers with insights on how to improve a student’s academic growth across a school year.

In that respect, as of March 2014, forty-two states plus the District of Columbia have obtained NCLB waivers from the U.S. Department of Education and eight school districts in California have obtained waivers.  Only four states have not applied for waivers (Montana, Nebraska, North Dakota and Vermont), and waivers are pending for three states (Illinois, Iowa and Wyoming).  As a consequence, the meeting of AYP requirements are used by states today to assess school performance with even less frequency than a year ago.  As K12 noted in its April 16, 2013 letter to the Staff:

More fundamentally, in the current year and going forward, most states who have received waivers and have already moved beyond AYP as a measure of school performance will not be determining nor reporting AYP for the schools in their states. Under these circumstances, focusing investor attention on AYP results that are not available in some states and/or are no longer used in other states as critical measures of school performance would be confusing and potentially misleading. In short, disclosure of AYP results from schools in selected states that still have AYP would not alter the total mix of information already available to investors

4

regarding K12, its product offerings and its business model. To the contrary, disclosure of AYP in states where still available, would place undue emphasis on a single set of statistical data of much less importance than such data appeared to have had just a few years ago.

www.sec.gov/Archives/edgar/data/1157408110465913022603

As the Staff is aware, AYP outcomes for each school are binary — either the school satisfies the AYP target for each sub-group , or it fails to meet AYP overall.  Because K12-managed schools tend to be larger than most public schools by virtue of enrolling students statewide from districts with significant variations in population demographics (as opposed to a local school with a more homogenous student body or economic level), the K12-managed schools tend to be assessed under more AYP targets / subgroups , such as special needs students, students for whom English is a second language, free/reduced lunch eligible students and other measures of ethnic status. The failure of one target/subgroup under AYP means the entire school fails to meet AYP.  During the 2011-2012 school year, there were seventeen K12-managed schools in three states, California, Illinois and Wyoming, that did not have a waiver under NCLB. The Company’s Wyoming school does not get a separate AYP designation from its partner district.  Of the remaining sixteen schools who do receive an AYP designation, 6% achieved a positive AYP outcome for that year. During the 2012-2013 school year, there were twenty-two K12-managed schools in four states, California, Illinois, Iowa and Wyoming, that did not have a waiver under NCLB, and 14% achieved a positive AYP outcome.  Eighteen of these K12-managed schools are in California, two are in Illinois, one is in Iowa and the other is in Wyoming.

It is important to note that K12-managed schools are not significantly different from traditional public schools with respect to AYP outcomes in many states.  For example, California reports that:  “the number of elementary schools making AYP dropped from 27% in 2012 to 10% in 2013; middle schools dropped from 18% making AYP in 2012 to 6% in 2013; and high schools making AYP decreased from 28% in 2012 to 27% in 2013.” www.ed-data.k12.ca.us/Pages/Understanding the AYP.aspx.  Although California did not apply for a waiver under NCLB, a substantial number of California school districts have requested waivers from static AYP testing requirements.  The Company believes that data on AYP outcomes has largely been discredited as a meaningful measure of a school’s efficacy in teaching.  The Staff may wish to read the statement of Secretary Arnie Duncan of the U.S. Department of Education when he announced the Obama administration would start granting waivers from strict AYP requirements, at www2.ed.gov/policy/gen/guid/secletter/110423.html.

With respect to assessments of satisfactory performance by K12-managed schools in states that do not test to AYP outcomes, each state varies in its assessment and performance metrics.  Based upon K12’s internal assessments the Company believes that 46% of the K12-managed schools in the states that have been granted NCLB waivers achieved satisfactory progress during the 2012-2013 school year.

5

Comment
  Form 10-K, Item 1. Business, page 5

Academic Performance, page 14

4.                                      Please balance your discussion of the Scantron 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 the fact that they are apparently taken in an unsupervised setting on a voluntary basis.

Response

The Scantron assessments used by K12 are web-based, norm-referenced, adaptive tests that students can take at home. In part, because state tests vary widely, K12 adopted the Scantron Performance Series® in order to provide a common measure of academic achievement across all of our K12-managed public schools. While we recognize that students may be unsupervised while taking Scantron tests, the score trends from such tests relative to scores from state tests (which in most cases are closely proctored) are similar, suggesting that the un-proctored approach for the Scantron test does not affect the accuracy of the Scantron results.  Just as other public school students, the children enrolled in K12-managed schools in grades 3-8 and at various grade levels throughout 9-12, must also take state proctored exams at the end of each school year.

Please note that the Scantron tests results for an individual student are used to measure his or her performance over the school year, and thus are given twice each year in the early Fall and late Spring.  (State tests are typically administered once each year.)  Teachers and staff use the Scantron tests results to develop an

CORRESP
1
filename1.htm

William P. O’Neill

555 Eleventh Street, N.W., Suite 1000

(202) 637-2275

Washington, D.C. 20004-1304

william.o’neill@lw.com

Tel: +1.202.637.2200 Fax: +1.202.637.2201

www.lw.com

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March 12, 2014

VIA EDGAR AND HAND DELIVERY

Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N. E.

Washington, D.C. 20549

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. Spirgel:

Our client, K12, Inc. (the “Company”), acknowledges receipt of the Staff’s letter, dated March 4, 2014, with respect to the above-referenced Annual Report on Form 10-K and Quarterly Report on Form 10-Q.  Per my discussion with Kathleen Krebs, Securities and Exchange Commission Special Counsel on March 11, 2014, the Company will respond to the Staff’s letter in a response letter to be submitted on or before March 28, 2014.

If you have any questions, please contact me at (202) 637-2275.

Very   truly yours,

/s/   William P. O’Neill

William   P. O’Neill

of   LATHAM & WATKINS LLP

cc:                                Kathleen Krebs, Securities and Exchange Commission Special Counsel

Nathaniel A. Davis, Chairman and Chief Executive Officer

Howard D. Polsky, General Counsel and Secretary

Julia A. Thompson, Latham & Watkins LLP

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

July 19, 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 -33883

Dear Mr. Polsky :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kathleen Krebs, for

                                                          Larry Spirgel
        Assistant Director

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

CORRESP
1
filename1.htm

William P. O’Neill

555 Eleventh Street, N.W., Suite 1000

(202) 637-2275

Washington, D.C. 20004-1304

william.o’neill@lw.com

Tel: +1.202.637.2200 Fax: +1.202.637.2201

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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. Spirgel:

On behalf of our client, K12 Inc. (“K12” or the “Company”), this letter sets forth a further response to Comment No. 8 included in the letter from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”), dated February 21, 2013, to the Company with regard to the Company’s definitive Annual Report on Form 10-K for the fiscal year ended June 30, 2012.  The Comment is set forth below in bold, followed by the Company’s further response.  In connection with the Company’s response to the Comment the Company acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosures in its filings with the United States Securities and Exchange Commission (the “Commission”);

·                  Commission staff comments or changes to disclosure in response to Commission staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and

·                  the Company may not assert Commission staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Comment
  Definitive Proxy Statement Incorporated by Reference into Part III of Form 10-K
 Grants of Plan-Based Awards During Fiscal Year 2012, page 40

1.              We have considered your further response to comment 8 from our letter dated February 21, 2013.  Please explain the basis for your view that there is no FASB ASC Topic 718 grant date until the Compensation Committee determines the shares earned after the fiscal year in which the performance parameters run.  In your explanation clearly describe the features of the award on which you have based your determination.  If your determination to delay the accounting “grant date” is based solely on the existence of a negative discretion feature in the award, explain why Question 119.24 of Regulation S-K Compliance and Disclosure Interpretations does not apply.  Please refer to Question 119.24 of Regulation S-K Compliance and Disclosure Interpretations, available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

Response

The Company acknowledges the telephonic discussions held on April 3, 2013, June 13, 2013 and June 24, 2013 with the Staff to review the issues raised by this comment and the related prior comment referenced therein and the Company’s prior responses in its letters of March 20, 2013 and May 24, 2013.  The Company confirms that in future filings, it will report the stock awards granted to Mr. Packard as a result of attaining performance goals in the Company’s fiscal years 2011, 2012 and 2013 in the manner described in Question 119.24 of Regulation S-K Compliance and Disclosure Interpretations.

Specifically, in the Company’s next annual proxy statement (following the completion of its fiscal year ended June 30, 2013):  (i) the restricted shares granted to Mr. Packard in August 2011 will be reported as fiscal year 2011 compensation; (ii) the restricted shares granted to Mr. Packard in August 2012 will be reported as fiscal year 2012 compensation; and (iii) the restricted shares expected to be granted to Mr. Packard in August 2013 will be reported as fiscal year 2013 compensation, in each case in the stock awards column of the summary compensation table, based on the probable outcome in accordance with Instruction 3 to Item 402(c)(2)(v) of Regulation S-K.  In addition, the award pursuant to which restricted shares would be granted to Mr. Packard in August 2013 will be reflected in the grants of plan based awards table as an Equity Incentive Plan award for fiscal year 2013 with a target and maximum award amount of $1,250,000.  The restricted shares granted to Mr. Packard in August 2012 will not be reflected in the grants of plan based awards table for fiscal year 2013.

2

If you have any questions or comments with regard to this response or other matters, please contact me at (202) 637-2275.

Very   truly yours,

William   P. O’Neill

of   LATHAM & WATKINS LLP

cc:                                Kathleen Krebs, SEC Special Counsel

Ajay Koduri, SEC Staff Attorney

Howard D. Polsky, K12 General Counsel and Secretary

Adam Kestenbaum, Latham & Watkins LLP

3

CORRESP
1
filename1.htm

William   P. O’Neill

555   Eleventh Street, N.W., Suite 1000

(202)   637-2275

Washington,   D.C.  20004-1304

william.o’neill@lw.com

Tel:   +1.202.637.2200  Fax: +1.202.637.2201

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100   F Street, N. E.

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Washington,   D.C. 20549

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

On behalf of our client, K12 Inc. (“K12” or the “Company”), this letter sets forth a further response to the comment included in the letter from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”), dated May 16, 2013, to the Company with regard to the Company’s definitive Annual Report on Form 10-K for the fiscal year ended June 30, 2012.

The comment, set forth below in bold, is a further comment to the Company’s initial responses to comment No. 8 included in the Staff’s letter of February 21, 2013, set forth in our letters of March 20, 2013 and April 30, 2013.  In connection with the Company’s further response to the comment set forth below, the Company acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosures in its filings with the United States Securities and Exchange Commission (the “Commission”);

·                  Commission staff comments or changes to disclosure in response to Commission staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and

·                  the Company may not assert Commission staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

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

Summary Compensation Table for Fiscal Year 2012, page 39

1.              We have considered your further response to comment 8 from our letter dated February 21, 2013.  Please explain the basis for your view that there is no FASB ASC Topic 718 grant date until the Compensation Committee determines the shares earned after the fiscal year in which the performance parameters run.  In your explanation clearly describe the features of the award on which you have based your determination.  If your determination to delay the accounting “grant date” is based solely on the existence of a negative discretion feature in the award, explain why Question 119.24 of Regulation S-K Compliance and Disclosure Interpretations does not apply.  Please refer to Question 119.24 of Regulation S-K Compliance and Disclosure Interpretations, available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

Response

There is no FASB ASC Topic 718 grant date with respect to Mr. Packard’s awards until the restricted shares are issued to him because there is no award that is granted and no specific opportunity to “earn” shares through continued service until the Compensation Committee determines to award them.  Mr. Packard’s employment agreement provides that he is eligible to receive annual awards of restricted stock, with the number of shares subject to each annual award having a fair market value as of the date of grant equal to between zero ($0) dollars and One Million Two Hundred Fifty Thousand ($1,250,000) dollars.  While the employment agreement provides that one or more objective performance goals shall be established each year, the Compensation Committee and the Board have interpreted Mr. Packard’s employment agreement to provide that the Company is not obligated to grant a specific number of Restricted Stock Awards based on obtainment of such goals, nor is there a specific number of awards required if the performance goal is partially obtained.  Rather, the Company’s practice has been to treat the attainment of a performance goal simply as a condition precedent to an award of any shares.  If the goal is attained, the Compensation Committee and the Board retain full and complete discretion to award an amount within the range specified in the employment agreement ($0 to $1,250,000) or a larger amount if warranted, based solely on their judgment.

The Company considered the four criteria under ASC 718-10-20 that must be met to achieve a “grant date.”  These criteria include:

1.                    The employer and its employees have reached a mutual understanding of the award’s key terms and conditions.

2.                     The Company is contingently obligated to issue shares or transfer assets to employees who fulfill vesting conditions.

3.                     An employee begins to benefit from, or be adversely affected by, subsequent change in the employer’s stock price

2

4.                     Awards are approved by the board of directors, management, or both if such approvals are required unless perfunctory.

Because of the full and complete discretion maintained by the Compensation Committee and the Board in determining the amount of any award and the fact that no action is taken by the Compensation Committee or the Board with respect to the number of shares that will or may be awarded, the Company does not believe that any of the four conditions required under ASC 718 to establish a “grant date” have been met prior to the actual approval and grant by the Compensation Committee and the Board.  Accordingly, the Company considers the grant date for accounting purposes to be the date that a determination is made by the Compensation Committee and the Board of the number of shares that will be granted to Mr. Packard.

Under ASC 718, the grant date is generally the service inception date.  The Company further considered whether the service inception date for Mr. Packard’s awards precede the grant date.  Under ASC 718-10-55-108, the service inception date may precede the grant date if the award has been authorized.  The Company has consistently followed a narrow interpretation for all equity awards in determining if awards have been authorized.  Under existing Company policy, an award is authorized when all approval requirements are completed, including an action by the Compensation Committee approving an award and the number of equity instruments to be issued.  Based on this policy, the Company does not believe that the service inception date for Mr. Packard’s awards occurs until the Compensation Committee has determined and approved the number of restricted shares to be issued.  Because no specific opportunity to earn shares through continued service was previously provided to Mr. Packard prior to the actual grant date, no award was authorized.  In other words, the Company does not believe that the mere existence of the employment agreement provisions providing for potential annual restricted stock awards to Mr. Packard or the setting of performance goals as a condition to receiving any such award should alter the general principle that the ASC 718 grant date is the service inception date with respect to these awards.

The Company has reviewed the treatment of Mr. Packard’s stock awards with its independent auditors, who have concurred with the Company’s accounting conclusions outlined above.

The Company has considered the Staff’s Compliance and Disclosure Interpretation Question 119.24 (“Question 119.24”) with respect to reporting equity awards for Mr. Packard in its annual Proxy Statement and has concluded that Question 119.24 does not apply to Mr. Packard’s annual time-based restricted stock awards for the following reasons:

1.                    Question 119.24 applies where the service inception date precedes the grant date.  As described above, the Company has concluded that the service inception date and the grant date are each the date the restricted shares are granted.

2.                    Question 119.24 applies where a compensation committee retains negative discretion to reduce the amount earned under an award.  Here, no award is previously authorized and no shares are earned (on a preliminary basis or otherwise).  The Compensation Committee and the Board may choose to grant any award of any amount to Mr. Packard.

3

3.                    The stated purpose of Question 119.24 is to better reflect the Compensation Committee’s decisions in the circumstances outlined therein.  That would not be the case here, where no Compensation Committee decision (preliminary or otherwise) is made with respect to an award until Mr. Packard’s restricted shares are granted.  In this regard, the Company does not believe that its practices with respect Mr. Packard’s annual restricted stock awards are materially different from other companies who determine the amount of their annual stock awards based in part on Company performance in a prior year (which the Company believes is common in its industry) and that it would be confusing to investors to report in the Company’s summary compensation table estimated amounts, which may or may not reflect the actual amount that the Compensation Committee might later choose to award to Mr. Packard.  Further, by reporting the awards in the year when they are actually made, and not before, the Company’s disclosure follows the proper accounting for these awards, as discussed above.

For the reasons outlined above, the Company and its outside auditors believe that Mr. Packard’s performance based restricted shares have been properly disclosed in the Company’s Proxy Statement.  Absent further guidance from the Staff, the Company intends to report any such future awards in the year they are authorized and approved by the Compensation Committee, consistent with the Company’s past practice.

If you have any questions or comments with regard to this response or other matters, please contact me at (202) 637-2275.

Very   truly yours,

/s/   William P. O’Neill

William   P. O’Neill

of   LATHAM & WATKINS LLP

cc:                                Kathleen Krebs, SEC Special Counsel

Ajay Koduri, SEC Staff Attorney

Howard D. Polsky, K12 General Counsel and Secretary

4

May 16 , 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
Response dated April 30 , 2013
File No. 001 -33883

Dear Mr. Polsky :

We have reviewed your response  and have the following comment .  In our comment , we
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 y ou will comply
with our comment  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 comment  applies  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 provi de in response to the comment , we may  have
additional comments.

Howard D. Pol sky
K12 Inc.
May 16 , 2013
Page 2

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

Summary Compensation Table for Fiscal Year 2012, page 39

1. We have considered your further response to comment 8 from our letter dated Fe bruary
21, 2013.   Please explain the basis for your view that there is no FASB ASC Topic 718
grant date until the Compensation Committee determines the shares earned  after the fiscal
year in which the performance parameters run.   In your explanation clearl y describe the
features of the award on which you have based your determination.  If your determination
to delay the accounting “grant date” is based solely on the existence of a negative
discretion feature in the award, explain why Question 119.24 of Regu lation S -K
Compliance and Disclosure Interpretations does not apply.   Please refer to Question
119.24 of Regulation S -K Compliance and Disclosure Interpretations, available on our
website at http://www.sec.gov/divisions/corpfin/guidance/regs -kinterp.htm .

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, St aff Attorney,  at
202-551-3458, Kathleen Krebs, Special Counsel, at 202 -551-3350  or me at 202-551-3810  with
any other questions.

Sincerely,

 /s/ Larry Spirgel

                                                          Larry Spirgel
        Assistant Director

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

CORRESP
1
filename1.htm

William P. O’Neill

555 Eleventh Street, N.W., Suite 1000

(202) 637-2275

Washington, D.C.    20004-1304

william.o’neill@lw.com

Tel: +1.202.637.2200    Fax: +1.202.637.2201

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100   F Street, N. E.

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Washington, D.C. 20549

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. Spirgel:

On behalf of our client, K12 Inc. (“K12” or the “Company”), this letter sets forth a further response to Comment No. 8 included in the letter from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”), dated February 21, 2013, to the Company with regard to the Company’s  definitive Annual Report on Form 10-K for the fiscal year ended June 30, 2012.  The Comment is set forth below in bold, followed by the Company’s further response.  In connection with the Company’s response to the Comment the Company acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosures in its filings with the United States Securities and Exchange Commission (the “Commission”);

·                  Commission staff comments or changes to disclosure in response to Commission staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and

·                  the Company may not assert Commission staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Comment
  Definitive Proxy Statement Incorporated by Reference into Part III of Form 10-K
 Grants of Plan-Based Awards During Fiscal Year 2012, page 40

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, separately addressing those that are performance-based versus time-based.

Response

The Company acknowledges the telephonic discussion held on April 3, 2013 with the Staff to review the issues raised by Comment No. 8 above and the Company’s initial response to that Comment in its letter of March 20, 2013.

The Company respectfully believes that the approach to reporting Mr. Packard’s stock awards in the Company’s most recent Summary Compensation Table and Grants of Plan Based Awards Table complies with Item 402 of Regulation S-K and is consistent with applicable published Staff guidance.  The Company acknowledges the Staff’s Compliance and Disclosure Interpretation Question 119.24 (“Question 119.24”), but does not believe that Question 119.24 is intended to or that it should apply to awards of the type that the Company has granted to Mr. Packard.

Question 119.24 addresses a situation in which (i) an award is actually granted to an executive on a date prior to the date on which it is considered to be granted for accounting purposes under FASB ASC Topic 718 (“Topic 718”) and (ii) the “service inception date” with respect to the award precedes the date on which the award is considered to be granted under Topic 718.  For Mr. Packard’s restricted stock awards, neither of these considerations apply.  The date of grant of Mr. Packard’s restricted shares from both a general corporate and legal and an accounting perspective is the same date — the date the Company’s board of directors approves the issuance of the restricted shares to Mr. Packard.  Further, because the award vests over a subsequent three year period, the “service inception date” with respect to the award is the same date as the grant date.  Put more simply, Question 119.24 addresses an award that vests over a three year period preceding the Topic 718 grant date and Mr. Packard’s award vests over a three year period following the Topic 718 grant date.  The Company believes this is an important analytical distinction for reasons that follow.

First, the Company does not believe that applying Question 119.24 to Mr. Packard’s restricted stock awards would serve its stated purpose, which is to better reflect the compensation committee’s decisions with respect to the award.  For the award described in Question 119.24, the reporting occurs in the Summary Compensation Table for the year in which the compensation committee’s primary action with respect to the award occurs — i.e., the year in which it initially determines the amount of the award and takes action to issue it to the executive.  For this award, all action required for the executive to receive the award is completed in that first year and the executive will receive the earned amount of the previously granted award unless the compensation committee takes separate action to exercise its negative discretion to reduce the award.  As importantly, the reporting also occurs in the

2

Summary Compensation Table for the first year of the period for which it is intended as compensation (i.e., the first year of the three-year vesting period).

By contrast, although Mr. Packard’s employment agreement provides for his annual restricted stock awards to be subject to the attainment of previously determined performance goals for a prior year, no action is taken to grant the award until the compensation committee actually determines to issue the restricted shares.  Mr. Packard would not receive the award unless the compensation committee takes such action and the compensation committee could, for example, determine to grant a different award.  Further, reporting the award in the compensation tables for the year in which it is actually granted (from both a legal and an accounting perspective) better ties the reporting of the award to the time period for which it is intended as compensation.  In this regard, the compensation committee views these awards primarily as compensation for the three-year vesting period (i.e., the period beginning with the year of the grant date) and therefore believes that they should be reported in the Summary Compensation Table for the first year of that period, based on the actual grant date fair value of the award computed in accordance with Topic 718 and consistent with the requirements of Item 402(c)(2)(v) of Regulation S-K.

Second, the Company respectfully notes that in future years, the Company intends to maintain substantial discretion with respect to award amounts for awards of this type.  While the Company has required, and may in the future require, the attainment of a pre-determined performance target as a threshold condition to receiving a restricted stock award, the attainment of such performance goal is not expected to be the compensation committee’s only consideration in determining awards of restricted shares in future years.  Although such an arrangement could be viewed as “negative discretion” of the type described in Question 119.24, these awards have been and will be earned only over the subsequent vesting period following the date of grant of the award, and may, for example, be determined in part by reference to an executive’s expected contributions to the Company over that subsequent period.  In this circumstance, the Company believes it would be inconsistent with the requirements of Item 402 (and therefor potentially confusing to investors) to disclose award amounts based on probability estimates relating to performance goals prior to an actual grant date which will not occur until the following year and may not correspond at all to the compensation committee’s actual decisions with respect to the award.  Rather, by providing disclosure of actual award levels for stock grants for the year in which those awards are granted, the Company provides more accurate and meaningful disclosure for investors that better reflects the actual decisions that are made by the compensation committee with respect to executive officer compensation.

For the reasons stated, the Company plans to continue reporting awards of the type granted to Mr. Packard in fiscal years 2012 and 2013 in a manner consistent with how those awards are reported in the Company’s most recent proxy statement.  The Company respectfully agrees nonetheless that the disclosure of this type of stock award raises some conceptual issues under Item 402 of Regulation S-K.  The Company remains open to any further thoughts the Staff may have on this matter.

3

If you have any questions or comments with regard to this response or other matters, please contact me at (202) 637-2275.

Very   truly yours,

/s/   William P. O’Neill

William   P. O’Neill

of   LATHAM & WATKINS LLP

Enclosure

cc:                                Kathleen Krebs, SEC Special Counsel

Jonathan Groff, SEC Staff Attorney

Howard D. Polsky, K12 General Counsel and Secretary

4

CORRESP
1
filename1.htm

William P. O’Neill

555 Eleventh Street, N.W., Suite 1000

(202) 637-2275

Washington, D.C. 20004-1304

william.o’neill@lw.com

Tel: +1.202.637.2200 Fax: +1.202.637.2201

www.lw.com

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100   F Street, N. E.

Milan

Washington,   D.C. 20549

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. Spirgel:

On behalf of our client, K12 Inc. (“K12” or the “Company”), this letter sets forth the Company’s responses to the comments of the Staff of the Division of Corporation Finance of the Securities and Exchange Commission, dated April 2, 2013, to the Company’s definitive Annual Report on Form 10-K for the fiscal year ended June 30, 2012.  The Staff’s comments are set forth below in bold, followed by the Company’s response to each comment.  In connection with the Company’s response to each comment the Company acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosures in its filings with the United States Securities and Exchange Commission (the “Commission”);

·                  Commission staff comments or changes to disclosure in response to Commission staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and

·                  the Company may not assert Commission staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Comment
  Form 10-K for the Year Ended June 30, 2012

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 like 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, ultimately leading to closure of the school if the remediation actions are not successful.” This information suggests that performance on standardized tests could materially impact your business. Therefore, please disclose the academic performance of your students under state proficiency tests and the Adequate Yearly Progress requirements of the No Child Left Behind Act.

Response

As explained below, because the majority of the states we serve no longer utilize Adequate Yearly Progress (“AYP”) or the remediation requirements of NCLB, we respectfully submit that the disclosure of AYP would be inconsistent with the accountability standards being applied in these states to measure student academic performance, and therefore would be confusing if not misleading to investors.  We do acknowledge that the Risk Factor disclosure on page 33 needs to be updated to reflect the practical effect of state NCLB waivers.

K12 currently serves charter schools operating in 33 states plus the District of Columbia.  Of these jurisdictions, 25 states and the District of Columbia have received waivers from the U.S. Department of Education (“DOE”) from the requirements of No Child Left Behind (“NCLB”) including waivers from the annual AYP assessments for each school. (1) As a result, those jurisdictions have or are in the process of adopting their own objectives and testing criteria for assessment of student performance and improvement.  Of the remaining 8 jurisdictions where K12 operates, 7 have waiver requests pending, including Iowa, which was originally denied a waiver but is continuing to work on its application with the DOE.  California is the only jurisdiction in which K12 operates whose application was rejected by DOE and has chosen not to continue pursuing a waiver.  Nonetheless, in California at least 10 school districts have requested waivers directly from DOE.  All NCLB waiver requests and proposed alternative testing criteria and state-designed objectives for

(1)  DOE waivers from NCLB requirements can be found at http://www.ed.gov/esea/flexibility/requests.

2

school and student performance are publicly available when filed, as are documentation used by DOE in considering and granting individual state waiver requests.(2)

As previously noted, the states are moving—and have substantially moved—beyond static AYP assessments of schools precisely because such evaluations fail to measure individualized student development over time.  The critical factor in assessing school and curriculum performance is understanding whether students are progressing in academic achievement from where they started, not whether the schools are teaching toward static objectives based on grade level.  Precisely for this reason the states are devising substantially better measures based on dynamic models of student performance unrelated to AYP. (3)

More fundamentally, in the current year and going forward, most states who have received waivers and have already moved beyond AYP as a measure of school performance will not be determining nor reporting AYP for the schools in their states. Under these circumstances, focusing investor attention on AYP results that are not available in some states and/or are no longer used in other states as critical measures of school performance would be confusing and potentially misleading.  In short, disclosure of AYP results from schools in selected states that still have AYP would not alter the total mix of information already available to investors regarding K12, its product offerings and its business model.  To the contrary, disclosure of AYP in states where still available, would place undue emphasis on a single set of statistical data of much less importance than such data appeared to have had just a few years ago.

As noted, data on school performance and test results are routinely made publicly available by state education authorities and the schools themselves on the Internet.  K12 now publishes an Annual Academic Report freely available in hard copy or through the Company’s website that discloses for each managed public school served by K12 (including virtual public charter schools and blended public charter schools), the independent Scantron Performance Series™ Gains for Math and Reading

(2)  5 of the 7 states with pending waiver requests have made public substantial information regarding their proposed performance objectives and criteria for determining how schools in their respective states are progressing toward those goals, and the dynamic student testing models each state will use as alternatives to AYP assessments.  See, e.g., Illinois (http://www.isbe.state.il.us/nclb_waivers), Pennsylvania (http://www.portal.state.pa.us/portal/server.pt/community/federal_programs/7374/p/1433522), Texas (http://www.tea.state.tx.us/index2.aspx?id=25769803880). Alaska and Hawaii’s waiver requests may be found at www.ed.gov/esea/flexibility/requests.  The original Iowa waiver request may be found at http://www2.ed.gov/policy/elsec/guid/esea-flexibility/map/ia.html.  Wyoming submitted its waiver request to the DOE on April 15, 2013, see http://www.edu.wyoming.gov/.

(3)  As stated by the Illinois State Board of Education: “The unrealistic and punitive aspects of NCLB have made it counterproductive. Every year that NCLB moves forward with its unattainable goals more schools are deemed to be failing, so much so that this year only 8 high schools in Illinois were deemed to have made ‘adequate progress.’ States are creating new accountability systems that support schools and districts and provide students with the interventions they need to improve.”  http://www.isbe.state.il.us/nclb_waivers/

3

by grade level where grade-level enrollments are sufficiently sizeable to be meaningful.(4)  The Company believes these gains assessments are more useful than AYP in considering the effectiveness of its managed schools.  Management relies upon the Scantron data when focusing on curriculum development and improvements to its school manager services.  In the Company’s view, such gains data are superior to AYP in achieving both the public policy and the corporate objective of continual improvement of student academic performance.

The Company acknowledges that its Risk Factor disclosure included in its 2012 Form 10-K with emphasis on AYP test results for charter school renewal and funding is outmoded and out of date.  The Company intends to revise its Risk Factor in its next quarterly report on Form 10-Q for the quarter ended March 31, 2013 due on May 10, 2013 (the “Form 10-Q”).  K12 believes that Federal and state regulation of publicly funded schools is not only appropriate but can be highly constructive in promoting continual improvement in academic gains and that the risk of charter forfeiture may be one of several effective means of public regulation.  That said, factors that regulators look to in assessing school performance in the current educational environment are more developed, flexible and ultimately better tailored to individualized student achievement objectives set by the state authorities than the static model once represented by a national AYP standard.

Comment
  Form 10-K for the Year Ended June 30, 2012

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 file 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 virtual 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 agreements 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.

(4)  By separate cover the Company is providing a hard copy of its 2013 Academic Report to the Staff.

4

Response

The Company’s contract with the Ohio Virtual Academy (“OHVA”) is filed as Exhibit 10.21 to the Company’s Registration Statement on Form S-1/A filed on November 8, 2007, and that contract remains in effect and has not been amended since that date.  The Company will include that contract as an exhibit (by cross-reference to the earlier filed Exhibit 10.21 to the Form S-1/A) to its next Form 10-Q for the quarter ended March 31, 2013 (the “2013 Form 10-Q”), to its Annual Report on Form 10-K for the fiscal year ended on June 30, 2013 (the “2013 Form 10-K”), and to subsequent annual reports on Form 10-K for so long as the Company’s business remains substantially dependent on that contract.

Similarly, the Company intends to file the contract with Agora Cyber Charter School (“Agora”) as an exhibit to the 2013 Form 10-Q, to the 2013 Form 10-K and subsequent reports on Form 10-K (by cross reference to the exhibit to be filed with the 2013 Form 10-Q) for so long as the Company’s business remains substantially dependent on that contract.

Please note that in early 2011 the Company believed that, based on the then recent acquisitions and the then upcoming acquisition of the Kaplan Virtual Education schools, the Company would be less dependent on the OHVA and Agora than in prior years.  OHVA and Agora nonetheless continue to be significant customers of the Company’s school management services.

*       *       *

The Company acknowledges the telephone discussion with the Staff on April 3, 2013 regarding its response to Comment No. 8 in its letter dated March 20, 2013.  The Company is preparing a further response to that comment as requested by the Staff.

If you have any questions or comments with regard to these responses or other matters, please contact me at (202) 637-2275.

Very   truly yours,

/s/   William P. O’Neill

William   P. O’Neill

of   LATHAM & WATKINS LLP

cc:

Howard   D. Polsky, General Counsel and Secretary

5

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

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

Dear Mr. Spirgel:

On behalf of our client, K12 Inc. (the “Company”), this letter sets forth the Company’s responses to the comments of the Staff of the Division of Corporation Finance of the Securities and Exchange Commission, dated February 21, 2013, to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (the “Form 10-K”).  The Staff’s comments are set forth below in bold, followed by the Company’s response to each comment.  In connection with the Company’s response to each comment the Company acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosures in its filings with the United States Securities and Exchange Commission (the “Commission”);

·                  Commission staff comments or changes to disclosure in response to Commission staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and

·                  the Company may not assert Commission staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Comment
  Form 10-K for the Year Ended June 30, 2012

Item 1. Business, 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 for your schools.

Response

The managed public schools the Company serves are required under the No Child Left Behind (“NCLB”) Act to test their students under their respective state proficiency standards and the Adequate Yearly Progress requirements (“AYP”) of the NCLB Act.  Like traditional public schools, not all of the managed public schools the Company serves satisfy those academic performance measures.  For school year 2011-12, 49% of all public schools in the United States failed to make AYP, up from 39% in the prior school year (see http://www.cep-dc.org/index.cfm?DocumentSubSubTopicID=8).  These AYP performance results are likely to continue as the NCLB Act deadline of achieving 100% proficiency for all students by 2014 is fast approaching and most states still need to increase student proficiency to meet that federal mandate.  As a result, 44 states have applied for waivers of these and other requirements of the NCLB Act by the U.S. Department of Education and waivers have already been granted to 34 states.

Notably, it is even more difficult for a virtual school that enrolls students on a statewide basis to satisfy AYP requirements for a number of reasons.  For example, because these schools generally enroll students from throughout a state as opposed to within a local school district, and because a single virtual school can have thousands of students, there are typically several more AYP subgroups to test for the school (e.g., economically disadvantaged students, or those with limited English proficiency or in a minority classification). If one subgroup fails to make AYP, the entire school fails to achieve the annual AYP objectives.  Additionally, unlike traditional public schools, virtual schools are characterized by a highly-mobile student population with a growing percentage of students who enroll in their first year already well behind state proficiency levels. As a result, static proficiency tests like AYP are far less useful in measuring the academic performance of a school in contrast to growth measures which demonstrate individual student progress over the course of the school year.

Accordingly, beginning in the 2008-09 school year, the Company has evaluated the progress of students in the managed public schools it serves using adaptive assessment tests that allow the Company to measure student gains compared to a nationally-normed group.  These tests are provided by Scantron Corporation, an independent testing firm.  For the past three years, Scantron’s Performance Series tests have demonstrated student gains in the managed public

2

schools we serve close to or above the gains of norm groups for math and reading for all grade levels.

Recognizing that student proficiency, used to determine AYP, does not measure individual student growth during a school year, many states are also adopting alternative growth models to measure school and student achievement.  Moreover, because AYP measures have generally become disfavored and state waiver requests continue to increase, the Company believes that reporting actual student gains data rather than AYP for each of the managed public schools it serves is a preferable measure of the academic performance of the students in those schools. Accordingly, the Company recently published a 2013 Academic Report that provides this data for each of those schools in all the states in which we operate (see http://www.k12.com/sites/default/files/pdf/2013-K12-Academic-Report-Feb6-2013.pdf).  AYP test results on all public schools, including the virtual schools managed by the Company, are of course available through each state’s education department and are typically published on their websites (e.g. Michigan Virtual Charter Academy (www.michigan.gov/documents/mde/2011-12_Accountability_Master_File_394122_7.xls) and California Virtual Academy – Los Angeles (http://ayp.cde.ca.gov/reports/Acnt2011/2011APRSchAYPReport.aspx?allcds=19650940112706&df=2).  Further, the Company notes that states that have received waivers are no longer even reporting whether the schools in their state met AYP.

Finally, AYP results are not a determinative factor that is considered in the granting or revocation of a school charter in the 33 states in which the Company has school management contracts.  States also rely on their own accountability systems, in addition to reporting AYP, in determining the grant, renewal or revocation of charters.

Comment
  Form 10-K for the Year Ended June 30, 2012

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 describe 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.

Response

As explained below, because student attrition (withdrawals) throughout the school year is not a significant risk, and student enrollment data is reported quarterly, the Company respectfully submits that it is unnecessary to supplement or expand upon these matters in the Form 10-K.

It is indeed the case that the managed public schools the Company serves experience attrition throughout the school year.  This occurs for many reasons.  Some students may find the curriculum too demanding or time consuming.  Also, a family may relocate or the student may miss activities offered by traditional public schools.  Conversely, the schools may gain new enrollments during the year, such as students who enroll in-year to avoid bullying at the public school in which they started the year or due to illness which keeps them home.  Because these fully managed schools are public schools, and strive to serve all students who want this option, they also must accept new students throughout the school year no matter the level of academic performance in their prior school.  The Company has not observed a significant change in this

3

pattern since opening its first few schools over a decade ago.  As explained in the next paragraph, the change in total average enrollment quarter to quarter over any given school year generally varies between 1-4%.  Accordingly, the Company does not regard attrition throughout the school year as a significant risk to its business or results of operations.

The Company discloses student enrollment data across these managed public schools each quarter in filings with the Commission.  These enrollment figures reflect very stable enrollment levels from quarter to quarter.  For example, on page 22 of the Form 10-Q for the period ended December 31, 2012, filed with the Commission on February 5, 2013, the Company reported that the three-month average student enrollment for the quarter was 119,132 students in the managed public schools, whereas the average student enrollment for the six months ended December 31, 2012 was 119,831, reflecting a change of less than 0.5%.  By comparison, on page 24 of the Form 10-Q for the period ended December 31, 2011, filed with the Commission on February 9, 2012, the Company reported that the three-month average student enrollment for the quarter was 105,070 students in the managed public schools, whereas the average student enrollment for the six months ended December 31, 2011 was 104,507, reflecting an overall increase in net enrollment of less than 1.0%. We generally experience a slight decline in our total average enrollments in the fourth quarter as students usually do not enroll towards the end of the school year although withdrawals continue during this period.

Because historical student enrollment throughout the school year has not varied to any significant degree, the Company submits that student attrition during the school year has no material impact on its financial results, nor does it affect decisions by state governments to fund virtual public schools.  Rather, as disclosed extensively in the Company’s filings with the Commission and as discussed during our earnings calls, the Company’s financial results are significantly more dependent on adding enrollments in new states that authorize virtual public schools, increasing enrollments in existing states from school year to school year, expanding or eliminating enrollment caps, and by funding levels made available for virtual public schools by state legislatures, rather than by attrition throughout a school year.

Comment
  Form 10-K for the Year Ended June 30, 2012

Item 3. Legal Proceedings, page 45

3.              Please disclose the relief sought in the IpLearn matter. In addition, please 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.

Response

In the lawsuit filed by IpLearn against the Company alleging infringement of three of its patents, IpLearn is primarily seeking an injunction from any continued infringement as well as an award of unspecified monetary damages.  In future filings, the Company will include the relief sought.

4

The Company’s decisions regarding the disclosure of the Florida Department of Education investigation into the Company’s teacher certifications were driven by the requirements of Item 103 of Regulation S-K and its underlying purpose. Item 103 specifies that “material pending legal proceedings” be disclosed in the annual report on Form 10-K. Investigations by definition are fact-gathering exercises. They may or may not lead to a lawsuit, enforcement action or formal agency proceeding. Premature disclosure could unnecessarily imply that a public company is culpable of unlawful acts before cause is found to support an actual legal proceeding. Absent such information, the Company believes that an investigation by a government agency is not considered a “material pending legal proceeding” within the meaning of Item 103.  See  Richman v. Goldman Sachs Group, Inc., Fed. Sec. L. Rep., ¶ 96,926 (S.D.N.Y. June 21, 2012); United States v. Matthews, 787 F. 2d 38 (2d. Cir. 1986). Indeed, based on the results of an internal investigation by independent outside counsel retained by the Company at that time to examine the teacher certification allegations, the Company had no reason to believe that the allegations made were factually supported and the Company issued a press release about those findings on September 11, 2012. Moreover, the Company discloses in the “Risk Factors” section of the Form 10-K that it is subject to complex regulatory requirements in all states in which it operates and that there is a risk of non-compliance as those regulations applicable to traditional schools are applied to online public schools. In sum, the Company determined for the reasons set forth above that it was not required to, nor should it otherwise, disclose this investigation once it learned of its existence.

Comment
  Form 10-K for the Year Ended June 30, 2012

Item 7. Management’s Discussion and Analysis of Financial Condition and Results 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 enrollments 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.

Response

It is accurate that the managed public school enrollment figures in the Form 10-K include students for which no public funding is received.  The virtual public schools managed by the Company are typically funded by states on a per student basis.  Those funds are provided directly to the schools, which generally retain a portion of those monies to cover the oversight responsibilities of the independent governing authorities. As a vendor to those virtual schools, the Company invoices the schools monthly based on enrollments for active students.  The schools then pay the Company to the extent that the overall state funding received is sufficient to cover these invoices.

5

The methodology by which a school receives public funding varies greatly by jurisdiction, school and program. In some states, the school is funded based on the number of students enrolled on a specified date (known as a “single count state”), and the single count date is frequently during the first semester of a school year. In other states, school funding is based on enrollment data for two or more dates during the school year (known as a “multiple count state”). If students enroll after the applicable count date(s), the school does not receive any additional funding.  Other managed public schools are funded according to the average daily attendance of the students or other eligibility compliance requirements.  As states become more familiar with the operations of and choice offered by these schools, they also are refining their funding methodologies and state policies. For example, last

CORRESP
1
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Re:
K12 Inc.

 Form 10-K for the Year
Ended June 30, 2012

 Filed September 12, 2012

 File No. 001-33882

 Dear Mr. Spirgel:

Our client, K12 Inc. (the “Company”), acknowledges receipt of the Staff’s letter, dated February 21, 2013, with
respect to the above-referenced Annual Report on Form 10-K. Per our discussion with Jonathan Groff of the Staff and Howard Polsky of the Company on February 26, 2013, the Company will respond to the Staff’s letter in a response letter to
be submitted on or before March 20, 2013.

 If you have any questions, please contact me at (202) 637-2275.

Very truly yours,

 /s/ William P. O’Neill

William P. O’Neill

 of LATHAM &
WATKINS LLP

cc:

Ronald J. Packard, Chief Executive Officer

Howard D. Polsky, General Counsel and Secretary

Julia A. Thompson, Latham &Watkins LLP

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

January 18, 2011
 Mr. Ronald J. Packard Chief Executive Officer
K12 Inc.
2300 Corporate Park Drive Herndon, VA 20171
Re: K12 Inc.
Form 10-K for Fiscal Year Ended June 30, 2010 Filed September 13, 2010 File No. 001-33883
 Dear Mr. Packard:
 We have completed our review of your f iling and do not have any further comments
at this time.
Sincerely,
     /s/ Larry Spirgel
                                                               Larry Spirgel
        A s s i s t a n t  D i r e c t o r   CC:  Howard D. Polsky, Esq.
Via facsimile: (703) 483-7496

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555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Tel: +1.202.637.2200 Fax: +1.202.637.2201

www.lw.com

    FIRM / AFFILIATE OFFICES

    Abu Dhabi

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January 13, 2011

VIA EDGAR CORRESPONDENCE

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

         Re:

    K12 Inc.

Annual Report on Form 10-K for the fiscal year ended

June 30, 2010, filed September 13, 2010

File No. 1-33883

Dear Mr. Spirgel:

On behalf of our client, K12 Inc. (the “Company”), this letter sets forth the Company’s responses
to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange
Commission, received on December 21, 2010, to the Company’s definitive Annual Report on Form 10-K
for the fiscal year ended June 30, 2010, filed on September 13, 2010. For your convenience, we
have set forth each of the staff’s original comments immediately preceding our response.

Form 10-K for the Fiscal Year ended June 30, 2010

Item 1A. Risk Factors. Page 30

Opponents of virtual schools have sought to challenge..page 30

    1.

    To the extent your opponents, such as teachers’ unions, have succeeded in having states
adopt restrictions on your business, these actions should be discussed. For example, we
note that several of the states that you operate virtual schools in have caps on the number
of enrollments at virtual schools. If these caps were the result of opposition to your
business model, you should highlight.

Please note that this Risk Factor does not address state actions, whether legislative or
regulatory, to impose restrictions on virtual schools. Rather, the focus of this risk factor is to
inform potential investors that we have been sued, and may be sued in the future, by opponents of

January 13, 2011

Page 2

virtual schools under various state laws, and that the potential for an adverse ruling in these
lawsuits could harm our overall business and cause us to incur defense costs. Moreover, we would
not want to speculate that restrictions on virtual schools by states were necessarily driven by
opponents. For example, states that want to promote a public charter school option for the first
time may seek to impose caps temporarily to determine the efficacy of this choice, or may limit
eligibility to prior public students to assess future funding needs and demand. These are
essentially public policy matters, and we do not perceive political advocacy itself as leading to
specific business risks.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities, page 47

    2.

    Please revise to state the high and low sales prices for your common stock for each
full quarterly period within the two most recent fiscal years. See Regulation S-K Item
201(a)(ii).

We note the requirement to disclose the high and low sale prices for the Company’s common stock
during each full quarterly period for the two most recent fiscal years in Item 201(a)(ii) of Reg.
S-K, and the Company will adhere to that requirement in future filings. Please note that the
Company disclosed the high and low sale prices of its common stock during each full quarterly
period for its 2009 fiscal year in its Form 10-K for the year ended June 30, 2009, filed on
September 14, 2009.

Exhibits, page 119

    3.

    To the extent that you continue to derive a material portion of your revenues from your
contract with the Agora Cyber Charter School, please include that contract as an exhibit.
See Regulation S-K Item 601(b)(10).

Our contracts with virtual charter schools to provide online curriculum, technology and
administrative services constitute our primary business, and obtaining or renewing these contracts
are not outside the ordinary course as contemplated by Regulation S-K Item 601(b)(10), nor have any
such service agreements in the 27 states in which have such contracts been previously attached as
exhibits precisely because they are in the ordinary course and contain competitively-sensitive
pricing and other arrangements. In any event, we do not expect to continue to derive a material
portion of our revenues from our contract with the Agora Cyber Charter School due to its declining
revenue significance following the acquisitions, investments, joint ventures and new initiatives we
made in late FY 2010 and FY 2011.

Please note further that while a virtual charter school could terminate a contract or a portion of
a contract with a service provider such as the Company, as a practical matter schools transition
their curriculum offerings with relatively long lead times so as not to disrupt day-to-day student
education. It is unlikely, for example, that a school board would cancel a contract mid-year
without careful planning and discussions with us regarding service levels and any transition plans.

January 13, 2011

Page 3

Form 10-K/A for the Year Ended June 30, 2010

Item 11. Executive Compensation, page 10

Equity Awards, page 13

    4.

    Make clear whether stock options awarded to each named executive officer are made
pursuant to financial performance target achievement alone or some combination of financial
performance target achievement and other subjective considerations. The introductory
language to this section suggests that considerations outside of financial performance are
considered. However, the only reason given for the option awards granted in fiscal 2010 is
the achievement of fiscal 2009 performance targets.

The introductory language referencing other considerations besides financial performance speaks
to grants of equity, including both options and restricted stock, and in future filings we will
distinguish more clearly the objective and subjective factors supporting each type of grant to
our named executive officers. To the extent stock options are awarded to our named executive
officers in fiscal year 2011 or in future years, the Company will in future filings revise its
disclosure to describe the extent to which financial performance target achievement and/or other
subjective considerations were considered in determining the stock option awards, as applicable.
Please note further the Company’s disclosure, on page 14, that with respect to the option
awards granted to our named executive officers in early FY 2010: “As a result of our attainment
of our financial performance targets for fiscal year 2009, the Compensation Committee determined
to make these option awards in amounts that were consistent with historical equity grants to our
named executive officers in prior years.”

    5.

    Disclose the financial performance targets and any other targets used in determining
option awards. We note that you did not disclose your fiscal year 2009 financial
performance targets. In addition, disclose performance targets pursuant to which equity
awards vested during the fiscal year. You have not done so in the footnotes to your
Outstanding Equity Awards at Fiscal year End for 2010 table. See Item 402(b)(2)(v) of
Regulations S-K.

We note the requirement in Item 402(b)(2)(v) of Regulation S-K that the Company describe the
specific items of corporate performance that are taken into account in setting compensation
policies and making compensation decisions. To the extent stock options are awarded to our
named executive officers in fiscal year 2011 or in future years and such awards are determined
in whole or in part based upon financial performance targets for the prior year, the Company
will revise its disclosure to include such financial performance targets to the extent required
by Item 4.02(b). Please note that the Company disclosed its financial performance targets for
fiscal year 2009 in its Proxy Statement relating to its 2009 annual meeting of stockholders,
filed October 19, 2009.

January 13, 2011

Page 4

We also note the requirement in Instruction 2 to Item 402(f)(2) of Regulation S-K that the
vesting dates of stock and equity incentive plan awards held at fiscal year end be disclosed by
footnote to the applicable column of the Outstanding Equity Awards at Fiscal year End for 2010
table where the outstanding award is reported. In future filings, the Company will revise its
disclosure in the footnotes to the Outstanding Equity Awards at Fiscal Year End table to more
clearly describe the vesting schedule of outstanding equity awards. For a description of
performance targets pursuant to which equity awards vested during the fiscal year, we refer to
the discussion in the Company’s Compensation Discussion and Analysis under the heading “Equity
Awards” on pages 13-14 of the Company’s Form 10-K/A for the year ended June 30, 2010.

     The Company hereby acknowledges 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.

If you have any questions or comments with regard to these responses or other matters, please feel
free to call me at (202) 637-2275 or Howard D. Polsky at (703) 483-7158.

Very truly yours,

William P. O’Neill

of LATHAM & WATKINS LLP

    cc (via fax):

    Ronald J. Packard, Chief Executive Officer

Howard D. Polsky, General Counsel and Secretary

Jonathan Groff — via facsimile (703) 813-6986

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Howard D. Polsky

General Counsel and Secretary

    K12 Inc

    2300 Corporate Park Drive

    Phone: 703-483-7000

    Suite 200

    Fax: 703-483-7496

    Herndon, Virginia 20171

    E-mail: hpolsky@k12.com

December 22, 2010

Mr. Jonathan Groff

Staff Attorney

United States Securities

     and Exchange Commission

Washington, D.C. 20549

Re: K12 Inc.

Form 10-K for Fiscal Year Ended June 30, 2010

Filed September 13, 2010

File No. 001-33883

Dear Mr. Groff:

     Due to the upcoming holidays which fall during the response period, this letter is to confirm
our conversation this afternoon granting an extension of time until January 14, 2011, in the
above-captioned matter.

Sincerely,

/s/ Howard D. Polsky

Howard D. Polsky

December 21, 2010
 Mr. Ronald J. Packard Chief Executive Officer
K12 Inc.
2300 Corporate Park Drive Herndon, VA 20171
Re: K12 Inc.
Form 10-K for Fiscal Year Ended June 30, 2010 Filed September 13, 2010 File No. 001-33883
 Dear Mr. Packard:
 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 your
facts and circumstances or do not believe complia nce 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.
Form 10-K for the Year Ended June 30, 2010

Item 1A. Risk Factors, page 30

Opponents of virtual schools have  sought to challenge…, page 30

1. To the extent your opponents, such as Teach ers’ unions, have succeeded in having
states adopt restrictions on your business, these actions should be discussed.  For
example, we note that several of the states  that you operate virtual schools in have
caps on the number of enrollments at virtual schools.  If these caps were the result of
opposition to your business model, you should highlight.

Mr. Ronald J. Packard
K12 Inc. December 21, 2010 Page 2  Item 5. Market for Registrant’s Common Equ ity, Related Stockholder Matters and Issuer
Purchases of Equity Securities, page 47

2. Please revise to state the high and low sales prices for your common stock for each full quarterly period within the two most recent fiscal years.  See Regulation S-K
Item 201(a)(ii).
 Exhibits, page 119

3. To the extent that you continue to derive  a material portion of your revenues from
your contract with the Agora Cyber Charter Sc hool, please include th at contract as an
exhibit.  See Regulati on S-K Item 601(b)(10).
 Form 10-K/A for the Year Ended June 30, 2010

 Item 11.  Executive Compensation, page 10

 Equity Awards, page 13

4. Make clear whether stock options awarded to each named executive officer are made
pursuant to financial performance target ach ievement alone or some combination of
financial performance target achievement a nd other subjective considerations.  The
introductory language to this section suggests that consider ations outside of financial
performance are considered.  However, th e only reason given for the option awards
granted in fiscal 2010 is the achievement of fiscal 2009 performance targets.

5. Disclose the financial performance targets and any other targets used in determining
option awards.  We note that you did not disclose your fiscal year 2009 financial
performance targets.  In addition, disclo se performance targets pursuant to which
equity awards vested during the fiscal year.  You have not done so in the footnotes to
your Outstanding Equity Awards at Fiscal  year End for 2010 table.  See Item
402(b)(2)(v) of Regulation S-K.

 In responding to our comments, please provi de 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

Mr. Ronald J. Packard
K12 Inc. December 21, 2010 Page 3
• 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 Kenya Gumb s, Staff Accountant, at 202-551-3373 or Ivette Leon,
Assistant Chief Accountant, at 202-551-3351 if you have ques tions regarding comments on
the financial statements and related matters.  Plea se contact Jonathan Groff, Staff Attorney, at
202-551-3458 or me at 202-551-3810 with any other questions.
Sincerely,
     /s/ Larry Spirgel
                                                               Larry Spirgel
        A s s i s t a n t  D i r e c t o r   CC:  Howard D. Polsky, Esq.
Via facsimile: (703) 483-7496

December 10, 2010
 Mr. Ronald J. Packard Chief Executive Officer
K12 Inc.
2300 Corporate Park Drive Herndon, VA 20171
Re: K12 Inc.
Amendment 2 to Preliminary Proxy Statement Filed December 2, 2010 File No. 001-33883
 Dear Mr. Packard:
 We have completed our review of your f iling and do not have any further comments
at this time.

Sincerely,
  /s/ Larry Spirgel
Larry Spirgel Assistant Director
  CC: William B. Sorabella, Esq. Via Facsimile: (212) 446-6460

November 16, 2010

Mr. Ronald J. Packard Chief Executive Officer K12 Inc.
2300 Corporate Park Drive
Herndon, VA 20171
Re: K12 Inc.
Amendment 1 to Preliminary Proxy Statement Filed November 5, 2010 File No. 001-33883
 Dear Mr. Packard:
 We have reviewed your filing and have the following comment.  Please respond to this
letter within ten business days by amending your filing.  If you do not believe our comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
   After reviewing any amendments to your filing and the information you provide in
response to this comment, we may have additional comments.

Opinion of Duff & Phelps, LLC, page 29

1. We note your responses to comments six, eigh t and nine from our letter dated October
27, 2010 and are unable to agree.   As Note A to Schedule 14A makes clear, shareholders
do not have to be asked to vote on a merger for Item 14 information to be material to
shareholders’ voting decisions if  the matter that shareholders  are being asked to approve
is intrinsically connected to the merger.  Without shareholder action, this negotiated
transaction could not have taken place due to NYSE requirements.  The fact that the vote
will take place after the merger does not eliminate the shareholders’ role in the
transaction.  We especially  note the significant affect non-approval may have on the
capital structure of the company.    Theref ore, please revise your Proxy Statement to
provide the information required by comments six, eight and nine.

Mr. Ronald J. Packard
K12 Inc. November 16, 2010 Page 2
Please contact Jonathan Gro ff, Staff Attorney, at 202- 551-3458 or me at 202-551-3810
with any questions.           S i n c e r e l y ,                    / s /  L a r r y  S p i r g e l          L a r r y  S p i r g e l
Assistant Director
cc: Via facsimile to (212) 446-6460

 William B. Sorabella, Esq.  Kirkland & Ellis LLP

October 26, 2010
 Mr. Ronald J. Packard Chief Executive Officer
K12 Inc.
2300 Corporate Park Drive Herndon, VA 20171
Re: K12 Inc.
Preliminary Proxy Statement Filed October 8, 2010 File No. 001-33883
 Dear Mr. Packard:
 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 by revi sing your filing, by providing the requested
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 changes are
appropriate, please tell us  why in your response.
   After reviewing any amended filing and the information you provide in response to
these comments, we may have additional comments.
Preliminary Proxy Statement

Summary, page 4

1. We note the statement at the end of the third paragraph indicating that “Holdings
agreed to accept Series A Special Stock in lieu of Common Stock or other securities
even though shares of Series A Special Stock would not be freely tradeable…”
However if common stock or other securi ties were issued to Holdings without
registration, those securities would not have been “freely tradeable” either.  Therefore
it is not clear what is the significance of this statement.  Please clarify.

Mr. Ronald J. Packard
K12 Inc. October 26, 2010 Page 2  Effect of Failure to Obtain Stoc kholder Approval of Proposal 1, page 7

2. We note from the second to last paragraph that you are required to take commercially
reasonable actions not prohibited by law that are reasonably necessary to facilitate the
redemption of the Series A Special Stock after July 23, 2011 to the extent required by
the Certificate of Designation.  Please explai n what actions are required after July 23,
2011.

Insider Participation in the Issuance of the Series A Special Stock, page 14

3. Within this section please clarify the relationship between each of KC Distance
Learning, Inc., KCDL Holdings LLC, Learning Group LLC, Knowledge Universe
Education, L.P. and you, both before and to th e extent applicable after the merger.
Please specifically address wh ich entities control which.

The Voting Agreement, page 21

4. We note the stockholders who are party to  the Voting Agreement include Learning
Group Partners, Knowledge Industries LLC and Cornerstone Financial Group LLC.
Please revise to state so.  Further, please explain their affiliation with the seller and
your company.  Also, we note at certain places in your document that you do not
clearly describe the parties or actions involved.  With a view toward presenting
clearer disclosure, please consider revising the document in the appropriate places
(such as your description of the Voting Agreement here and the bottom of page 9) to discuss the specific parties (and their aff iliation to you) involved in the acquisition
and ancillary agreements.
 Background of the Acquisition, page 22

5. We note from the disclosure in the middle of page 15 that you acquired KC Distance Learning, Inc. from KDCL Holdings, Inc.  for 2,750,000 shares of Series A Special
Stock.  We also note from the top of pa ge 22 that Holdings is controlled by
Knowledge Universe L.P.   Further, th e table on page 29 shows that Learning Group
LLC beneficially owns about 17% of your company or, as disclosed at the top of page 14, Learning Group and its affiliates ow n 5,256,527 shares of common stock.  The
fourth full paragraph on page 5 states the Series A Special Stock will convert into
2,750,000 shares of common stock and, when this amount is added to shares held by Learning and its affiliates, it will hold about 8,006,527 shares of common stock which
is also disclosed at the top of page 14.

You also state in the middle of page 10 th at the Board of Dir ectors was aware that
Learning Group and its affiliates held a significa nt interest in K12 and had interests in
the acquisition of KCDL and the issuance of Series A Special Stock that are different
from other stockholders.  Please tell us in more detail what  were the special interests

Mr. Ronald J. Packard
K12 Inc. October 26, 2010 Page 3
of Learning Group and its affiliates in the transaction and how the Board considered
these interests consistent with its fiduci ary duties.  Further, please explain the
relationship between Learning Group a nd its affiliates, on the one hand, and
Knowledge Universe on the other hand.  In this  regard, we note your  disclosure at the
top of page 22 that your officers and empl oyees have previously been employed by
affiliates of Knowledge Universe and your disclosure under the Limited Guarantee section on page 21 that Learning Gr oup is an affiliate of Holdings.

6. Each presentation, discussion, or report held with, or presented by, an outside party that is materially related to  the transaction, whether oral  or written, is a separate
report that requires a reasonably detailed de scription meeting the requirements of
Item 1015(b) of Regulation M-A.  This requirement applies to both preliminary and final reports.  Please revise your disclosure  to account for all ma terial interactions
with Duff & Phelps, LLC.  Your disclosure i ndicates that in additi on to preparation of
their fairness opinion, Duff & Phelps acted as your financial advisor, both before and after formal engagement, and performed due diligence tasks.
 Opinion of Duff & Phelps, LLC, page 27

7. We note that the description in the pr oxy statement regardi ng the relationship
between Duff & Phelps and you does not provide a narrative and quantitative
description of the fees paid or to be paid to Duff & Ph elps.  Please revise the proxy
statement to provide such disclosure.
8. Please describe the particular financial analyses Duff & Ph elps conducted to arrive at
their fairness opinion and any material underlying data and information.  Your
discussion should include, but not be limite d to, Duff & Phelps’s comparison of you
and KC Distance Learning, Inc. to certain other publicly traded companies and their
comparison of the proposed transaction to other business combination transactions.

9. Please disclose in the proxy statement all material estimates, evaluations, forecasts, and projections provided to Duff & Phelps as well as the bases for, and the nature of,
the material assumptions unde rlying the items provided.

10. Please provide us with any analyses, reports, presentations or other similar materials, including the projections and board books , provided to, or prepared by, Duff &
Phelps in connection with rendering its fairness opinion.  We may have further comments upon receipt of these materials.  Al so, please provide us with a copy of the
engagement letter.

Mr. Ronald J. Packard
K12 Inc. October 26, 2010 Page 4
In responding to our comments, please provi de 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.

Please contact Jonathan Groff, Staff Attorney, at 202-551-3458 or me at 202-551-
3810 with any questions.
Sincerely,
     /s/ Larry Spirgel
                                                                Larry Spirgel
        A s s i s t a n t  D i r e c t o r    CC: William B. Sorabella, Esq.
Via Facsimile: (212) 446-6460

UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
April 14, 2009

Mr. Ronald J. Packard Chief Executive Officer K12, Inc. 2300 Corporate Park Drive, Suite 200 Herndon, Virginia 20171
 Re: K12, Inc.
Annual Report on Form 10-K for th e fiscal year ended June 30, 2008
Filed September 26, 2008
File No. 1-33883

Dear Mr. Packard:
We have completed our review of your annual report on Form 10-K for the fiscal
year ended June 30, 2008, and do not, at th is time, have any further comments.

        S i n c e r e l y ,                    L a r r y  S p i r g e l           A s s i s t a n t  D i r e c t o r    cc: John F. Baule, Chie f Financial Officer
      Via Facsimile, 703-483-7010

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    555 Eleventh Street, N.W., Suite 1000

    Washington, D.C. 20004-1304

    Tel: +1.202.637.2200 Fax: +1.202.637.2201

    www.lw.com

    FIRM / AFFILIATE OFFICES

March 26, 2009

    Abu Dhabi

Barcelona

Brussels

Chicago

Doha

Dubai

Frankfurt

Hamburg

Hong Kong

London

Los Angeles

Madrid

Milan

Moscow

    Munich

New Jersey

New York

Northern Virginia

Orange County

Paris

Rome

San Diego

San Francisco

Shanghai

Silicon Valley

Singapore

Tokyo

Washington, D.C.

VIA EDGAR CORRESPONDENCE

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re: K12 Inc.

Annual Report on Form 10-K for the fiscal year ended June 30, 2008

Definitive Proxy Materials filed on Schedule 14A on October 21, 2008

File No. 1-33883

Dear Mr. Spirgel:

     On behalf of our client, K12 Inc. (the “Company”), this letter sets forth the Company’s
responses to the comments of the Staff of the Division of Corporation Finance of the Securities and
Exchange Commission, received on March 12, 2009, to the Company’s definitive Annual
Report on Form 10-K for the fiscal year ended June 30, 2008 and Proxy Statement on Schedule 14A,
filed October 21, 2008 (the “Proxy Statement”). For your convenience, we have set forth each of
the Staff’s original comments immediately preceding our response.

General

Form 10-K for the Fiscal Year ended June 30, 2008

Schedule 14A, filed October 21, 2008

    1.

    We note your tabular director compensation disclosure on page 7. The cash component of their
compensation does not seem to match what is discussed for each director in the accompanying
narrative. Please advise.

    Response:

    The tabular director compensation disclosure on page 7 accurately reflects the amount of cash
compensation paid to each of the directors for the fiscal year ended June 30, 2008. As
discussed in the narrative preceding the tabular disclosure of director compensation, the
Company’s Directors Compensation Plan took effect upon completion of the Company’s initial
public offering in December 2007, and prior to the completion of the Company’s initial public
offering, non-employee directors were compensated solely through the grant of the Company’s
stock options. As a result, the cash component of non-employee director compensation for the
fiscal year ended June 30, 2008 as set forth in the Proxy Statement reflects the payment of each
applicable director’s annual cash retainer for the third and fourth quarters of fiscal 2008, and
in the case of Ms. Boyd the pro-rata portion of her retainer paid for service during the third
quarter of 2008 prior to her resignation, as well as all fees paid to non-employee directors for
attendance at Board of Directors and Committee meetings that occurred from January 1, 2008 to
June 30, 2008. The Company will, in future filings, provide further clarity as to any
circumstances resulting in a proportionate payment of annual director fees (e.g., a director
resigning or the adoption of a director compensation plan, in each case, after commencement of
the reportable fiscal year).

March 26, 2009

Page 2

    2.

    In future filings, please revise to disclose the company performance goals and individual
performance targets used as factors in determining annual performance bonuses and stock option
grants. Also disclose the threshold levels of the individual performance goals that must be
reached for payment to each named executive officer. See Item 402(b)(2)(v) of Regulation S-K.
Furthermore, clarify whether the committee’s evaluation of such “key considerations” is a
quantitative analysis or involves subjective evaluation, too. For example, Mr. Packard’s 2008
bonus was tied to successful attainment of the revenue and EBITDA performance targets and his
efforts in transitioning the company into a public company. It is not clear whether the
committee’s determination of Mr. Packard’s bonus amount was a quantitative or qualitative
analysis (or a combination of both). It is not clear whether the committee considered any
other factors (other than the revenue and EBITDA targets) in determining the bonus amounts for
any other named executive officer, and if not, why not.

    Response:

    The Company will, in future filings, revise its disclosure to: (i) disclose the Company’s
performance goals and individual performance targets used as factors in determining annual
performance bonuses and stock option grants; (ii) disclose the threshold levels of the
individual performance goals that must be reached for payment to each named executive officer
pursuant to Item 402(b)(2)(v) of Regulation S-K; and (iii) clarify whether the Compensation
Committee’s evaluation of such “key considerations” is a quantitative analysis or also involves
a subjective evaluation.

*     *     *     *     *

The Company hereby acknowledges 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.

*     *     *     *     *

March 26, 2009

Page 3

     If you have any questions or comments with regard to these responses or other matters, please
call the undersigned at (202) 637-2275 or Brandon Bortner at (202) 637-2117.

    Very truly yours,

    /s/ William P. O'Neill

    William P. O'Neill

    of LATHAM & WATKINS LLP

    cc (via fax):

    Ronald J. Packard, Chief Executive Officer

     K12 Inc.

Howard D. Polsky, Senior Vice President, General Counsel and Secretary

     K12 Inc.

Brandon J. Bortner

     Latham & Watkins LLP

UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
March 12, 2009
 Mr. Ronald J. Packard Chief Executive Officer K12, Inc. 2300 Corporate Park Drive, Suite 200
Herndon, Virginia 20171

 Re: K12, Inc.
 Annual Report on Form 10-K for the fiscal year ended June 30, 2008
 Filed September 26, 2008
 Definitive Proxy Materials filed on Schedule 14A on October 21, 2008
 File No. 1-33883
   Dear Mr. Packard:
We have examined your filings and have the following comments.  Please
respond within 10 business days from receipt of this letter and confirm that you intend to comply with our comment in your next filing.  If you disagree, we will consider your explanation as to why our comment is inappl icable or future revi sions are unnecessary.
Please be as detailed as n ecessary in your explanation.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Ronald J. Packard
K12, Inc.
Page 2  General

 Form 10-K for the Fiscal Year ended June 30, 2008

Schedule 14A, filed October 21, 2008

1. We note your tabular director compensa tion disclosure on page 7.  The cash
component of their compensation does not seem to match what is discussed for
each director in the accompanying narrative.  Please advise.

2. In future filings, please revise to disc lose the company performance goals and
individual performance targets used as factors in determining annual performance
bonuses and stock option grants.  Also di sclose the threshold levels of the
individual performance goals that must be reached for payment to each named
executive officer.  See Item 402(b)(2)(v) of Regulation S-K.  Furthermore, clarify whether the committee’s evaluation of such “key considerations” is a quantitative analysis or involves subj ective evaluation, too.  For example, Mr. Packard’s 2008
bonus was tied to successful attainment  of the revenue and EBITDA performance
targets and his efforts in transitioning th e company into a public company.  It is
not clear whether the committee’s determ ination of Mr. Packard’s bonus amount
was a quantitative or qualitative analysis (o r a combination of both).   It is not
clear whether the committee considered any other factors (other  than the revenue
and EBITDA targets) in determining the bonus amounts for any other named executive officer, and if not, why not.

* * * *

 Please contact Paul Fischer, staff attorn ey, at (202) 551-3415 or me at (202) 551-
3810 with any questions.

                Sincerely,
          L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r       cc: John F. Baule, Chie f Financial Officer
      Via Facsimile, 703-483-7010

Mr. Ronald J. Packard
K12, Inc. Page 3

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    Howard D. Polsky

    Senior Vice President,
General Counsel

    and Secretary

K12 Inc

2300 Corporate Park Drive

Suite 200

Herndon, Virginia 20171

Phone: 703-483-7158

Fax: 703-483-7496

E-mail: hpolsky@k12.com

December 10, 2007

VIA FEDERAL EXPRESS

The Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: John J. Harrington

    Re:

    K12 Inc. Registration Statement on Form S-1 File
No. 333-144894

Ladies and Gentlemen:

          Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as
amended, the undersigned, K12 Inc. (the “Company”), hereby requests acceleration of the effective
date of the Registration Statement referred to above so that it may become effective at 4:00 p.m.,
Eastern Standard Time, on December 12, 2007, or as soon thereafter as practicable.

          In connection with the Company’s request for acceleration of the effective date of the
Registration Statement referred to above, the Company, its officers and directors acknowledge the
following:

    •

    should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect to
the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

    •

    the Company may not assert this action as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Securities and Exchange Commission

December 10, 2007

Page 2

    Very truly yours,

    K12 Inc.

    By:

    /s/ Howard D. Polsky

    Name:

    Howard D. Polsky

    Title:

    Senior Vice President, General Counsel and Secretary

    cc:

    Ronald J. Packard
Richard D. Truesdell, Jr.

William P. O’Neill

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December 10, 2007

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    K12 Inc.

Registration Statement on Form S-l (File No. 333-144894)

Ladies and Gentlemen:

     In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of
1933, as amended, Morgan Stanley & Co. Incorporated and Credit Suisse Securities
(USA) LLC, as representatives of the several Underwriters,
hereby join in the request of K12 Inc.
(the “Company”) for acceleration of the effective date of the above-referenced Registration
Statement to 4:00 p.m., Eastern Standard Time, on December 12, 2007, or as soon thereafter as is
practicable.

     Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as
amended, we wish to advise you that we have effected the following distribution of the Company’s
Preliminary Prospectus issued November 19, 2007, through
December 10, 2007, estimated as follows:

     Preliminary Prospectus dated November 19, 2007:

     10,773 copies to prospective underwriters, institutional investors, dealers and others

     The undersigned, as representatives of the several Underwriters, have and will, and each
Underwriter and dealer has advised the undersigned that it has and will, comply with SEC release
No. 33-4968 and Rule 15c2-8 under the Securities Exchange Act of 1934.

    Very truly yours,

    MORGAN STANLEY &
CO. INCORPORATED

    CREDIT SUISSE
SECURITIES (USA) LLC

    As Representatives of the several Underwriters

    MORGAN STANLEY &
CO. INCORPORATED

    By:

    /s/ Max G. Herrnstein

    Name: Max Herrnstein

    Title:

    Date: December 10, 2007

    CREDIT SUISSE SECURITIES (USA) LLC

    By:

    Name:

    Title:

    Very truly yours,

    MORGAN STANLEY & CO. INCORPORATED

    CREDIT SUISSE SECURITIES (USA) LLC

    As Representatives of the several Underwriters

    MORGAN STANLEY & CO. INCORPORATED

    By:

    Name:

    Title:

    CREDIT SUISSE SECURITIES (USA) LLC

    By:

    /s/ Charles B. Edelstein

    Name: Charles B. Edelstein

    Title: Managing Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3720
November 16, 2007

Ronald J. Packard Chief Executive Officer K12 Inc. 2300 Corporate Park Drive Herndon, VA 20171
 Re: K12 Inc.
  Form S-1/A
  Filed November 8, 2007
  File No. 333-144894
Dear Mr. Packard:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Prospectus Cover Page

1. Please limit the information on the prospect us cover page to only the information
required by Item 501(b) of Regulation S-K.  In this regard, remove the references
to your Regulation S offering.
Prospectus Summary, page 1

 The Regulation S Transaction, page 4

 2. Identify the investor in y our Regulation S transaction.

Mr. Ronald J. Packard
K12 Inc.
November 16, 2007 Page 2

 Compensation Discussion and Analysis, page 83

 Elements of Compensation, page 84

3. We note your revised paragraph on page 85 in response to our prior comment
five.  Please further revise to identify by name each of the executive officers that
you refer to in this paragraph.
 Summary Compensation Table, page 88

 4. We note your response to our prior comme nt six.  Please revise your Summary
Compensation Table to clarify by footnot e the officers who acted in a similar
capacity to that of a principal executive officer throughout fiscal 2007.
 Principal and Selling Stockholders, page 102

 5. To the extent not widely he ld, please identify the na tural person or persons who
have voting or investment control over the securities to be sold by each of the
“other selling stockholders” listed on pa ge 103.  Refer to Interp. 4S of the
Regulation S-K section of the March 1999 Supplement to the Manual of Publicly
Available Telephone Interpretations.
 6. Please confirm in your response letter that no selling stockholders are broker-dealers or affiliates of broker-dealers (other than CV II Entities as discussed in footnote 14 to the table).
 Shares Eligible for Future Sale, page 112

 7. Briefly describe in this section the eligib ility for future sale of the Regulation S
shares.  For example, describe the lock -up agreement, registration rights, and
Regulation S resale provisions.
 Financial Statements

 Revenue Recognition, F-7

 8. We note your response to comment 7.  It a ppears that your customers are the state
school systems and not the students or the 501c3 entities.  It also appears that
under certain of your arrangements the Company is paid by the public school
system to manage the 501c3 virtual p ublic school, including managing employees
of the public school system working for the virtual public school.  Notwithstanding the extent that you incu r expenses, including teacher staffing
costs, prior to your reimbursement by the st ate or district, we remain unclear how
you have credit risk in an arrangement where state school systems are funding the

Mr. Ronald J. Packard
K12 Inc.
November 16, 2007
Page 3

payment of its employees’ salaries through the 501c3 entities.  Please revise or
further advise us.

4. Income Tax Valuation Allowance, page F-37

9. We do not understand your income tax valu ation allowance rollforward on page
F-37.  Your rate reconciliation on page F-13 shows that you have reported very
little income tax expense in 2006 and 2007 (an effective rate of 0% and 5%
respectively) through the realiz ation of fully reserved tax assets and yet your table
reports that no benefits were  realized.  Please clarify this rollforward schedule by
separately reporting additions to the va luation allowance and reductions in the
valuation allowance/tax assets realized to arrive at your ending balances.

* * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.
You may contact Joseph Cascarano, Staff Accountant, at (202) 551-3376, or
Robert Littlepage, Accountant Branch Chie f, at (202) 551-3810, if you have questions
regarding comments on the financ ial statements and related ma tters.  Please contact John
Harrington, Attorney-Adviser, at (202) 551-3576 , Kathleen Krebs, Special Counsel, at
(202) 551-3810, or me at (202) 551-3810 with any other questions.

        S i n c e r e l y ,                    L a r r y  S p i r g e l   cc: William P. O’Neill, Esq.  Latham & Watkins LLP  Via facsimile at (202) 637-2201

CORRESP
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October 26, 2007

VIA EDGAR AND BY HAND DELIVERY

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

         Re:

    K12 Inc. Registration Statement on Form S-1 (File No. 333-144894)

Dear Mr. Spirgel:

     We hereby respond on behalf of K12 Inc. (the “Company”) to comments 10 and 11 of the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”), as set forth in the
Staff’s letter of comment dated October 19, 2007 (the “Comment Letter”), to the above referenced
Registration Statement. The Company has filed, via EDGAR, this letter (tagged correspondence).
The Company is submitting this response in advance of its responses
to the other comments in the Comment Letter because
it believes it is necessary to reach resolution on these comments prior to filing Amendment No. 4
to its Registration Statement (“Amendment
No. 4”) and printing preliminary prospectuses, which
the Company plans for as early as possible next week.

     For your convenience, we are sending you a copy of this letter, and will forward a courtesy
copy of this letter to our examiners: Joseph Cascarano, Robert Littlepage, John Harrington and
Kathleen Krebs.

     The Company has the following responses to comments 10 and 11 in the Comment Letter. For your
convenience, each response corresponds to the comment that immediately precedes it, each of which
has been reproduced from the Comment Letter in the order presented.

October 26, 2007

Page 2

    10.

    We note your response to prior comment 73. We note that you applied a valuation discount to
account for the probability of completing a public offering in your application of the PWERM
approach. With respect to each of your option grants, disclose the percentage amount of this
discount and explain to readers your basis for using it.

Response:

     Set forth below is a chart summarizing the percentage amount of valuation discount applied to
account for the probability of completing a public offering in our application of the PWERM
approach and the basis for using this discount:

    Valuation Discount

    Relating to

    Option Grant Date

    Probability of IPO

    Basis for Amount of Discount

    February 1, 2007

    70.8
    %

    Likelihood of
completing an IPO
significantly below 50%, as
IPO was one of several
possibilities the Company
was considering and Company
had not yet affirmatively
decided to pursue an IPO,
while value of shares in
the absence of an IPO was
significantly lower than
the value of shares if
completion of an IPO were
assured

    February 27, 2007

    62.6
    %

    Likelihood of
completing an IPO remained
significantly below 50%, as
probability of IPO
increased in relation to
other possibilities the
Company was considering
although the Company had
not yet affirmatively
decided to pursue an IPO

    May 17, 2007

    47.1
    %

    Likelihood of IPO
increased significantly
from February (in excess of
50%) as Company had
affirmatively determined to
pursue IPO and some
progress had been made in
preparing for a potential
IPO

    July 3, 2007

    39.1
    %

    Likelihood of
completing an IPO increased
significantly from May, as
majority of work in
preparing for initial
filing of registration
statement had been
completed

    July 12, 2007

    39.1
    %

    Likelihood of
completing an IPO increased
significantly from May, as
majority of work in
preparing for initial
filing of registration
statement had been
completed

     We note that, in each case, even ignoring the discounts set forth above, the exercise
prices of all of the referenced options were set above the fair value of the Company’s common
stock.

     We advise the Staff that the Company will amend its disclosure in Amendment No. 4 to include
the requested information.

    11.

    We will defer our final evaluation of this issue until you provide a reconciliation between
the fair value of the common stock as of the date of each grant for the options during the one
year period preceding the most recent balance sheet date and through the date of your response
and the estimated IPO price of the common stock of K-12, Inc.

Response:

     The Company anticipates that the offering range will be determined in the next several days
and will be included in Amendment No. 4. For the purpose of responding to comment 11, however, the
underwriters have confidentially advised the Company that, based on current market conditions, they
presently expect the estimated offering range to be between $3.00 and $3.50 per share prior to
giving effect to a reverse stock split that the Company expects to implement prior to
closing the offering.

     Set forth below is a chart reflecting the date of each option grant during the period from
October 1, 2006 (note in this regard that Amendment No. 4 will include interim

October 26, 2007

Page 3

financial statements as of and for the period ended September 30, 2007) through the date of
this letter and the fair value of the Company’s common stock as of each such date:

    Fair Value of Common Stock

    Option Grant Date

    on Grant Date

February 1, 2007

    $0.83

    February 27, 2007

    $1.08

    May 17, 2007

    $1.58

    July 3, 2007

    $1.82

    July 12, 2007

    $1.82

     We acknowledge the provisions of Rules 460 and 461 regarding requesting acceleration of
the Registration Statement and will allow adequate time after the filing of any amendment to the
Registration Statement for further review before submitting a request for acceleration.

     Once you have had time to review our responses to comments 10 and 11, we would appreciate the
opportunity to discuss any additional questions or concerns that you may have. Please call me at
(202) 637-2275.

    Sincerely,

William P. O’Neill

of LATHAM & WATKINS LLP

    cc (via fax):

    Ronald J. Packard

Howard D. Polsky

Richard D. Truesdell, Jr.

Blaise F. Brennan

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October 26, 2007

VIA EDGAR AND BY HAND DELIVERY

555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Tel: +202.637.2200 Fax: +202.637.2201

www.lw.com

FIRM / AFFILIATE OFFICES

Barcelona

    New Jersey

    Brussels

    New York

    Chicago

    Northern Virginia

    Frankfurt

    Orange County

    Hamburg

    Paris

    Hong Kong

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    San Francisco

    Los Angeles

    Shanghai

    Madrid

    Silicon Valley

    Milan

    Singapore

    Moscow

    Tokyo

    Munich

    Washington, D.C.

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:

    K12 Inc. Registration Statement on Form S-1 (File No. 333-144894)

Dear Mr. Spirgel:

     We make reference to our letter (the “Response Letter”) to you, dated the date hereof,
responding on behalf of K12 Inc. (the “Company”) to comments 10 and 11 of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), as set forth in the Staff’s letter of
comment dated October 19, 2007 (the “Comment Letter”), to the above referenced Registration
Statement. This letter supplements the Response Letter in order to provide the Staff with
additional information that we believe will be helpful to the Staff in completing its analysis of
the issues presented in comment 11 of the Comment Letter.

     The Company has filed, via EDGAR, this letter (tagged correspondence). For your convenience,
we are sending you a copy of this letter, and will forward a courtesy copy of this letter to our
examiners: Joseph Cascarano, Robert Littlepage, John Harrington and Kathleen Krebs.

October 26, 2007

Page 2

     The Company believes that it will be helpful to the Staff to know the exercise price for each
option grant during the period from October 1, 2006 through the date of this letter in completing
its analysis of the issues presented in comment 11 to the Comment Letter. Accordingly, we
re-present the chart that was contained in the Response Letter, adding a third column to reflect
the exercise price of the options granted on each such exercise date.

    Fair Value of Common

    Option Grant Date

    Stock on Grant Date

    Option Exercise Price

    February 1, 2007

    $
    0.83

    $
    1.80

    February 27, 2007

    $
    1.08

    $
    1.80

    May 17, 2007

    $
    1.58

    $
    1.80

    July 3, 2007

    $
    1.82

    $
    2.68

    July 12, 2007

    $
    1.82

    $
    2.68

     We acknowledge the provisions of Rules 460 and 461 regarding requesting acceleration of
the Registration Statement and will allow adequate time after the filing of any amendment to the
Registration Statement for further review before submitting a request for acceleration.

     Once you have had time to review our responses to comments 10 and 11, we would appreciate the
opportunity to discuss any additional questions or concerns that you may have. Please call me at
(202) 637-2275.

Sincerely,

William P. O’Neill

of LATHAM & WATKINS LLP

    cc (via fax):

    Ronald J. Packard

Howard D. Polsky
Richard D. Truesdell, Jr.
Blaise F. Brennan

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3720
October 19, 2007

Ronald J. Packard Chief Executive Officer K12 Inc. 2300 Corporate Park Drive Herndon, VA 20171
 Re: K12 Inc.
  Form S-1/A
  Filed October 9, 2007
  File No. 333-144894
Dear Mr. Packard:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 29

Key Aspects and Trends of  Our Operations, page 30

Selling, Administrative and Other Operating Expenses, page 33

1. We note your revisions in response to our prior comment two.  Please explain
your statement that “current manageme nt resources and other corporate
infrastructure can scale effectively…”  Clarify what expenses you are referring to

Mr. Ronald J. Packard
K12 Inc.
October 19, 2007 Page 2

and why these expenses are not expected to increase as fast  as other selling,
administrative and other operating expenses as you continue to grow.

Business, page 49

Our Company, page 49

2. We note your revised disclosure in the second paragraph on page 50 in response
to our prior comment five.  However, base d on your revised disclosure, it is not
clear to us what services you provide to  the “additional 27 schools” you mention.
Please further revise to clarify your rela tionship with these additional 27 schools.
 Competition, page 63

 3. We note your response to our prior comment six.  Please revise your disclosure to
briefly describe why you are not able to provide meaningful market share data
with respect to your virtual public school operations.
 Regulation, page 67

 4. Balance your statement on page 67  that you “believe that ne w legislation would
be required in only a few states to expand [your] ability to serve virtual public schools” with disclosure about the difficulty  in generally getting such legislation
enacted.  We note on page 83 that th e achievement of jurisdictional and
enrollment expansion targets typically involves a major initiative (often taking
several years) to secure legislation and regulations permitting virtual public
schools.
Compensation Discussion and Analysis, page 80

 Elements of Compensation, page 81

 5. We note your revised disclosure on page s 81 and 82 in response to our prior
comment eight.  Please further revise to  explain how indivi dual contributions
were measured and discuss how the factor s you cite contributed to difference in
bonus levels.

Employment, Severance and Change in Control Arrangements, page 84

6. We note your revised disclosure on pa ge 84.  If any other individual or
individuals served as your principal executiv e officer or principal financial officer
during your fiscal year ended June  30, 2007, revise your Compensation
Discussion and Analysis and compensation tables to reflect that such other
individuals are named executive officer s.  Refer to Regulation S-K Items
402(a)(3)(i) and (ii) and 402(a)(4).

Mr. Ronald J. Packard
K12 Inc.
October 19, 2007 Page 3

 Audited Financial Statements, F-1

2. Revenue Recognition and Concentration of Revenues, page F-7
 7. We note your policy disclosure concerning your compliance with the guidance in
EITF 99-19.   We also note you disclose on page 58 that “teachers in the virtual
public schools that we serve are genera lly employed by the school, with ultimate
authority over these teache rs residing with the schools governing body.”  Tell us
if you gross-up your revenues for the salari es and other related payroll costs of
any teachers, administrators, or other staff persons employed by the schools.  If
so, please explain your basis for doi ng so under EITF 99-19, including a
comprehensive explanation of how you have analyzed each of the indicators of gross revenue reporting and each of the indicators of net revenue reporting in these arrangements.
 4. Income Taxes, page F-13

 8. We note your response to comment 17, but we continue to question the
reasonableness of your policy of fully re serving your deferred tax assets.  The
reason you give for considering additional evidence, cumulative earnings that is
insignificant when compared to cumulative  revenue, does not appear relevant to
an assessment of the likelihood of realizing deferred tax assets.

Regarding your analysis of additional positive and negative evidence, seasonal fluctuations in operating re sults alone should have no bearing on the necessity of
a deferred tax asset valua tion allowance. We also do not understand why you cite
a cumulative pre-tax loss over the previous  five quarters as evidence, as this
double counts the fourth quart er - your poorest performi ng quarter of your fiscal
year. This seems subjective and unbalance d, and gives the appearance of bias on
the part of management.

Further, you state in your re sponse that “the rapid growth in revenues and related
expansion of infrastructure and marketing reduces the significance of the positive evidence provided by the previous three year s of cumulative earnings.”  It seems a
rapid growth in revenues would be additional positive evidence supporting a reduction in your deferred tax asset valu ation allowance.  An expansion of
infrastructure and marketing seem to  be investments that would only be
undertaken by management with an expect ation of generating future income in
excess of the invested amounts.  It seems inconsistent to rely  upon this as negative
evidence when  a reasonab le person would only undertak e such expenditures after
concluding that it is more likely than not that they will provide a positive return on the amounts expended.

Mr. Ronald J. Packard
K12 Inc.
October 19, 2007 Page 4

The information you provide in the bu llets to your response to comment 17,
described as “other available positive and negative evidence,” appear to be
inconsistent with the factually based evid ence given as examples in paragraphs 23
and 24 of SFAS No. 109.  The possibility of some negative event occurring in the future is not objectively ve rifiable evidence.  Also, you forgot to mention the
benefits of an IPO such as improved li quidity, reduced leve rage, and access to
capital, while citing the costs of being a public company as negative evidence.  In
this regard, we note under Use of Proceed s that it is your intention to repay
outstanding debt which, with the resulting reduction of future interest expense,
should be considered objectively verifiable positive evidence.

In the absence of objectively verifiable negative evidence that clearly outweighs
the significant, objectively verifiable positive evidence; we believe you should reduce the amount of your deferred tax valuation allowance.  Revise your
financial statements or provide us an anal ysis that supports y our current policy of
fully reserving your deferred tax assets.

9. It is unclear why you disclose on page 39 that you do not have a history of tax
earnings when, in fact, you have had earnings  before income taxes in each of the
past two years.  Further, it is unclear if a “history of tax earnings” is referring to
taxable income before or after benefiti ng from reversing temporary differences
and loss carryforwards.  Please clarif y this disclosure and advise us.

9. Stock Option Plan, pages F-17 – F-20

 10. We note your response to prior comment 73. We note that you applied a valuation
discount to account for th e probability of completi ng a public offering in your
application of the PWERM a pproach.  With respect to each of your option grants,
disclose the percentage amount of this di scount and explain to readers your basis
for using it.

11. We will defer our final evaluation of th is issue until you provide a reconciliation
between the fair value of the common stock as of the date of each grant for the options during the one year period precedi ng the most recent balance sheet date
and through the date of your response and the estimated IPO price of the common
stock of K-12, Inc.
 12. Expand your disclosures on page F-18, and elsewhere as applicable, to clearly
explain why the expected life of the option term and its forfeiture rate would impact the fair value of your options.  Since these factors are not related to the terms of the instrument or the fair value of the underlying common stock, they seem to have no bearing on the fair value of a stock option.

Mr. Ronald J. Packard
K12 Inc.
October 19, 2007 Page 5

14. Subsequent Events, page F-22
 13. We note in your response to comment 23 that the company has discontinued its
discussions with Socratic related to the le tter of intent.  Update your subsequent
events disclosures on page F-22 and elsewh ere, as applicable, to reflect this
development.
 Segment Disclosure

 14. We are considering your response to co mment 21, your response to comment 70
of your September 26, 2007 letter, and the supplemental information provided in response to comment 22.  We note you stat e that your chief operating decision
maker reviews operating results, including expense and revenue information, at an
aggregate level rather than at  a school or regional level.   It is unclear to us how
an aggregate level evaluation allows him to be sufficiently informed to make
resource allocation decisions and to asse ss performance.  Please note in paragraph
12 of SFAS No. 131 that the term chie f operating decision maker identifies a
function, not necessarily a manager with  a specific title, and it may be a group
consisting of several executives.  E xplain to us why you believe your chief
executive officer is functioning as the chief operating decision maker as
contemplated in SFAS No. 131.  Also, a ddress in your response each of the
following questions so that we may understand who is functioning as your
CODM.
a. Tell us who reviews your operating performance on a regional basis.
b. Tell us who reviews your operating performance at the individual school system level.
c. Tell us who evaluates the performance of your regional managers.  Tell us
what he reviews when performing his performance evaluations.
d. Tell us who makes resource allocation decisions.
e. We note in MD&A that you have sign ificantly increased  your marketing
and selling expenses - tell us who made this decision.
f. Tell us who approves capital expenditures.
g. Tell us who decided to enter into  the virtual high school market.
 15. In regard to the above comment, we not e you state in the third bullet of your
response to comment 21 that you “do not ma intain separate financial statements
for our regional or school-specific oper ations.”  However, we note on page 31 you
disclose that you “closely monitor the fina ncial performance of the virtual public
schools to which we provide turnkey ma nagement services.”  Also, in your
response to comment 62 of your letter dated September 26, 2007 you indicate that
you prepare annual operating budgets for schools and compare operating results
to these budgets during the fiscal year.  Based upon this information, it appears
you do in fact have separate financial in formation for schools and regions, please
explain.

Mr. Ronald J. Packard
K12 Inc.
October 19, 2007
Page 6

Part II
 Item 16.  Exhibits

 16. We note your response to prior comment 25.  We particularly note that each
contract in question accounted for over 10% of your revenues for your last
completed fiscal year.  Your response conf irms that the loss of any one agreement
would have a material effect on the company’s operations and financials
condition.  Due to the materiality of each separate agreement, we believe that
each should be filed as a material  contract of the company.
 17. Please file as an exhibit the Oct ober 5, 2007 amendment to your Credit
Agreement disclosed on page 45.

* * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.
You may contact Joseph Cascarano, Staff Accountant, at (202) 551-3376, or
Robert Littlepage, Accountant Branch Chie f, at (202) 551-3810, if you have questions
regarding comments on the financ ial statements and related ma tters.  Please contact John
Harrington, Attorney-Adviser, at (202) 551-3576 , Kathleen Krebs, Special Counsel, at
(202) 551-3810, or me at (202) 551-3810 with any other questions.

        S i n c e r e l y ,                    / s /  L a r r y  S p i r g e l   cc: William P. O’Neill, Esq.  Blaise F. Brennan  Latham & Watkins LLP  Via facsimile at (202) 637-2201

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3720
  October 5, 2007

 Ronald J. Packard Chief Executive Officer K12 Inc. 2300 Corporate Park Drive Herndon, VA 20171

 Re: K12 Inc.
  Form S-1/A
  Filed September 26, 2007   File No. 333-144894
Dear Mr. Packard:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Our Company, page 1

 1. We note your response to our prior co mment 10.  Please provide additional
support to explain the basis for your dete rmination that the virtual public schools
you serve “generally test near, and in some cases above, state averages on standardized achievement tests.”

Mr. Ronald J. Packard
K12 Inc.
October 5, 2007 Page 2

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 29
 Key Aspects and Trends of  Our Operations, page 30

Selling, Administrative and Other Operating Expenses, page 33

2. Please revise to explain the basis of your expectation that selling, administrative and other operating expenses, as a percenta ge of revenues, will decline over time.
We note that these expenses have remained  relatively stable as a percentage of
revenues over your last three fiscal years.
 Results of Operations, page 39

 Comparison of Years Ended June 30, 2007 and 2006, page 39

 3. We note on page F-10 that capitalized curriculum costs increased from $0.7
million to $8.7 million from fiscal year 2006 to 2007, please provide an
explanation as to why this increase occu rred and how the increase affected net
income.
 4. In your discussion of revenues on pages 40 and 41, you mention your addition of high school grades as a fact or contributing to revenue growth.  Please revise to
quantify the impact on revenue growth of  the additional grades in each of your
last two fiscal years as co mpared to other identified factors, such as new school
openings.
 Business, page 49

 Our Company, page 49

 5. Please revise the first full paragraph on pa ge 49 to clarify the distinction between
the seven virtual public schools to which you provide limited management services, mentioned in the first senten ce, and the additional 27 schools to which
you provide limited management services , mentioned in the second sentence.
  Competition, page 62

 6. We note your revised disclosure on page 63 in response to our prior comment 31.  We reissue our prior comment with resp ect to the market for providers of
curriculum and services to virtual pub lic schools.  Elsewhere you disclose
numbers of virtual public schools operat ing, numbers of st udents enrolled in
virtual public schools and companies providi ng curriculum and services to virtual
public schools.  Therefore, we believe you are able to provide a meaningful
analysis of your relative market position at least with respec t to virtual public

Mr. Ronald J. Packard
K12 Inc.
October 5, 2007 Page 3

school operations.  To the extent you disagree, please revise your disclosure to
explain why you are not able to provide su ch an analysis with respect to your
virtual public school operations.
 Regulation, page 66

 7. We note your revised disclosure in res ponse to our prior comment 32.  We also
note your disclosure in the last sentence of the paragraph entitled “State Laws
Authorizing or Restricting Virtual Public Schools” that  some states may require
new legislation before virt ual public schools can open in the state.  Please revise
to discuss the extent to which you belie ve new legislation would be required
before expanding your virtual school operations into new states.  For example, do you currently operate in most or all st ates in which virtual public schools are
authorized?  To the extent  there is significant uncerta inty whether virtual schools
are authorized in certain states, discu ss how you factor that uncertainty into
decisions whether to pursue e xpansion into new states.
 Compensation Discussion and Analysis, page 79

 Elements of Compensation, page 79

 8. We note your revised disclosure re garding the Compensation Committee’s
subjective determination that corporate goals were achieved in 2007.  However,
please revise further to discuss how indi vidual achievements were measured in
2007 and how such individual achievemen ts factored into your compensation
decisions.  In connection with this discussion, you should explain differences in compensation among the named executive officers and how such differences fit into your overall compensation philosophy and objectives.  For example, we note
that your named executive officers received bonus amounts in 2007 in differing relations to their respective target pe rcentages.  Additionally, Mr. Packard and
Mr. Davis received stock option grants in 2007 while the other named executive officers did not.
 9. We note your statement on page 80 that 2008 performance targets will be difficult
to achieve because they will require the Company to expand jurisdictions.  Please
revise to provide additiona l detail about the level of difficulty associated with
achieving your 2008 performance measures.  Pr ovide as much detail as necessary
without providing information that would lead to competitive harm.  Since the performance metrics associated with Mr. Packard’s option vesting schedules
appear to be different from your genera l corporate targets for bonus purposes, you
should discuss the difficulty associated with each of such metrics separately.
 10. We note your statement on page 80 that each executive will have an individual set of goals in 2008.  Please revise to prov ide additional detail ab out these individual
goals.  For example, discuss the nature of these goals, how they will be measured,

Mr. Ronald J. Packard
K12 Inc.
October 5, 2007 Page 4

how difficult they will be to achieve, how they will differ among your named
executive officers and how significant a factor in compensation decisions they
will be.  To the extent you cannot disclo se the actual goals, please explain in
detail why in your response letter.

11. We note your response to our prior comment  36.  However, it is not clear whether
the compensation committee has set the performance goals for 2008.  The first
sentence in the last paragraph in th e subsection entitled “Annual Performance
Bonus” indicates that the compensation co mmittee “plans” to set such goals, yet
next sentence implies that the “targets” ha ve already been set.  Clarify whether the
targets have been set.  If they have been  set, explain why disclosure of such goals
would not help in an understanding of  the compensation committee’s subjective
determination of the 2007 performance goals and

• how competitors and suppliers would be able to use your company-wide
financial targets to provide competitive ly useful insights into your pricing,
considering that historical informa tion about your financial performance
will be public information;

• how competitors’ ability to lure away talent would be materially affected
by disclosure of financial targets, considering that compensation from
completed years as well as your current compensation arrangements and
employment agreements will be public information;

• why disclosure of target levels is  not material to  investors; and

• whether information regarding your targ et levels is kept confidential and
the efforts you take to protect such information.

Your response should be a thorough and detailed analysis focusing on the specific facts and circumstances of your busine ss and targets.  You should address
separately each type of performance target you will use (whether for bonuses,
stock options or otherwise) and explain how  disclosure could lead to competitive
harm.
 Employment, Severance and Change in Control Agreements, page 81

 12. Please revise to explain why you entere d into new or amended employment
agreements with Mr. Packard and Mr. Baule in July, 2007.
 Outstanding Equity Awards at Fiscal Year End for 2007, page 84

 13. We note the 300,000 options with performance based vesting schedules that were
fully vested as of June 30, 2007 discussed in the penultimate sentence in footnote

Mr. Ronald J. Packard
K12 Inc.
October 5, 2007 Page 5

one to the table.  Please explain to us in your response le tter why you included
these 300,000 options in the column for unearned options.  Additionally, if the
jurisdictional and expansion targets have already been achieved, please disclose
them or explain to us in your response  letter why you believe such information
should be afforded confidential treatment.  In this regard, we note that the analysis
you provided in response to our prior comm ent 36 focused on the disclosure of
forward-looking targets.

Certain Relationships and Relate d-Party Transactions, page 90
 Policies and Procedures for Rela ted-Party Transactions, page 90

 14. We note the pre-approval of certain types of transactions discussed in the third
paragraph of this section.  Please advise us in your response letter, with a view
towards disclosure in your prospectus, whether you have a policy or procedure to
identify such pre-approved transactions to the extent they will be required to be
disclosed pursuant to Regulation S-K Item 404.
 Shares Eligible for Future Sale, page 101

 Lock-Up Agreements, page 101

 15. Please revise the paragraph regarding direct ed shares to be consistent with your
disclosure on page 105 regarding the pe rcentage of shares  reserved and the
underwriter reserving the shares.
 Notes to the Financial Statements,

Revenue Recognition, page F-7
 16. We note your response to prior comment 58. In regards to the student personal
computers offered to the students through th e schools, please explain to us your
consideration of lease acc ounting literature such as EITF 01-08 and SFAS 13 in
determining the appropriate revenue rec ognition policy.  In addition, it appears it
may be necessary for you to report these revenues separately on the face of your
income statement pursuant to Rule 5-03 of Regulation S-X.
 Note 4. Income Taxes, page F-13

 17. We note your response to comment 70 and the disclosure provided on page 39
and in Note 4.  In light of the fact th at you have earned income before income
taxes in 2007 and 2006, and have cumulative earnings before income taxes for the
most recent three year period, we do not understand why it is reasonable to consider “recent cumulative losses” as si gnificant negative ev idence in support of
a conclusion that it is more likely than not that you will not recover any of your deferred tax assets.  Provide us a f actually based explanation of why your

Mr. Ronald J. Packard
K12 Inc.
October 5, 2007 Page 6

conclusion that it is more likely than not that the Company will not generate any
taxable income through 2027 is  reasonable or revise.

18. Further, in your response to comment 70 under Future Taxable Income Exclusive of Reversing Temporary Differences & Ca rryforwards, you state that “due to the
reversal of certain temporary differences, taxable income is expected to be break-
even or an immaterial positive taxabl e income.”  Explain to us why your
benefiting from the reversal of certain temporary differences is not positive evidence in support of a reduction in the valuation allowance.   When assessing
whether the Company will have future taxable income exclusive of reversing temporary differences and carryforwards, you should consider the possibility of
taxable income before the effects of  reversing temporary differences and
carryforwards, not after.
 19. We question the accuracy of certain of your disclosures concerning the basis for
your policy of fully reserving your deferre d tax assets.  In the second paragraph
on page F-13 you state “the Company has historically generated tax losses and
therefore has no tax earnings history.”  In the first paragraph on page 39 you state
“[w]e are in a cumulative loss position as a result of our cumulative operations for
the years ended June 30, 2005, 2006 and 2007.”  Please revise these disclosures and your other income tax related disclo sures, as necessar y, and advise us.
 Note 9. Stock Option Plan, page F-19

 20. We note your response to prior comment 73. For grant dates during the one year
period preceding the most recent balance sheet date and through the date of your
response, please revise MD&A to discu ss of each significant factor contributing
to the difference between the fair value of the stock options as of the date of each
grant for the options and the estimated IPO price of the common stock of K12,
Inc.
 Other

 21. We note your response to prior comment 77.  Explain to us why you have not identified your separate regional opera tions or your operations for each school
system as separate operating segments in  accordance with paragraph 10 of SFAS
No. 131.
 22. So that we better understand how you have an alyzed the structure of your internal
organization and how, under the guidance in  SFAS No. 131, it is appropriate for
you to not report any segment information, please provide to us copies of all
reports of discrete financial information th at are available to your chief operating
decision maker.

Mr. Ronald J. Packard
K12 Inc.
October 5, 2007 Page 7

23. We note your response to comment 78 a nd we are considering whether the
acquisition of Socratic should be considered an acquisition of a business.  Notwithstanding this question or your reasons for not performing the income test
when assessing the significance of Socratic, provide us the results  of this test of
significance.  Also, provide us a copy of  the Socratic audited balance sheet and
income statement for its most recent fiscal year.
 Schedule II

 Allowance for Doubtful Accounts, page F-23

 24. We note that you deducted approximately  $1 million from your allowance for
doubtful accounts during the fiscal year ended June 30, 2007. Please discuss in MD&A the decrease in the allowance, including why it was necessary and its
impact on your results of operations, and a dvise us.  The extent the deduction has
materially impacted your results of ope rations, including how it has affected the
trends in your operations and specific income statement line-items, should be
made transparent to readers.  Provide to  us in your response to this comment an
explanation of how you accounted for the deduction.
 Part II, Exhibits

25. We note your response to prior comment 79.  We also note your disclosure in
your risk factors’ section which indicates that your c ontracts with four virtual
schools account for 49% of your revenues and that the loss of any of these
contracts would have a material adverse effect on your operations.  In light of
your dependence on each of these agreements, it would appear that each
constitutes a material agreement that should be filed as an exhibit to the
registration statement.  Please revise accordingly.

* * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite ou

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
August 28, 2007

Ronald J. Packard
Chief Executive Officer
K12 Inc.
2300 Corporate Park Drive
Herndon, VA 20171

 Re: K12 Inc.
  Form S-1
  Filed July 27, 2007
  File No. 333-144894

Dear Mr. Packard:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General
1. Please be advised that you should include the price range, the size of the offering,
and all other required information, such as selling shareholder information, in an amendment to your Form S-1 prior to any distribution of preliminary prospectuses
so that we may complete our review.  Note that we may have additional comments once you have provided this disc losure.  Therefore, please allow us
sufficient time to review your complete di sclosure prior to any distribution of
preliminary prospectuses.
2. Please provide us with copies of your artwork, if any, prio r to circulating
preliminary prospectuses.  Since we may have comments that could result in material revisions to your artwork, we suggest that you provide us with enough

Mr. Ronald J. Packard
K12 Inc.
August 28, 2007 Page 2
time to finish commenting on your artwor k prior to circulating preliminary
prospectuses.  See Item VIII of the March 31, 2001 quarterly update to the Division of Corporation Fi nance’s “Current Issues and Rulemaking Projects
Outline.”
3. As soon as practicable, please furnish to us a statement as to whether or not the amount of compensation to be allowed or paid to the underwriter(s) has been cleared w ith the NASD.  Prior to the
effectiveness of this registration st atement, please provide us with a
copy of the letter or a call from th e NASD informing us that NASD has
no additional concerns.
4. We encourage you to file all exhibits with your next amendment or otherwise
furnish us drafts of your le gality opinion and underwrit ing agreement.  We must
review these documents before the registration statement is declared effective, and we may have additional comments.  Furthermore, we remind you to provide
us with sufficient time to review any requests for confiden tial treatment you may
be submitting in connection with the filing of your exhibits.
5. Please update the financial statements pursu ant to Rule 3-12 of Regulation S- X.
6. Provide an updated accountant`s consent with all amendments.
Prospectus Summary, page 1
7. We note that the text under the headings  “Our Company,” “Our Market,” “Our
Competitive Strengths,” and “Our Growth Strategy” is repeated verbatim under the same headings in the body of the prospectus.  Furthermore, you repeat
portions of your disclosure  under “Our Company” in la ter pages of the summary.
Please revise to limit this disclosure to a brief summary rather than the detailed disclosure you currently provide.   Refe r to Regulation S-K Item 503(a) and the
Instruction thereto.  We may have furt her comments once you have revised your
summary disclosure.
8. We note that you cite to third-party resear ch for information a nd statistics related
to your products and services and the ma rkets they serve.  Please provide us
marked copies of such third-party st atements, clearly cross-referencing a
statement with the underlying factual support.  Conf irm for us that these
documents are publicly available.  To the extent that any of these reports have
been specifically prepared for this filing, file a consent from the party.  Examples
needing support include the statements from the National Center for Education
Statistics and the Center for Education Re form referenced on pages two and three,
the study by the state of Ohio referen ced on page three, and the statistics
regarding performance of vi rtual public schools in Calif ornia (including your out-

Mr. Ronald J. Packard
K12 Inc.
August 28, 2007 Page 3
performance of other providers) on page three.  These are merely examples.

Our Company, page 1
9. We note that you disclose in the first para graph your revenues from fiscal years
2004 to 2007.  To provide balance, also di sclose your net income (loss) for the
same periods and your accumulated deficit.
10. Please ensure that you provide sufficient support for statements in your summary
and throughout the prospectus regardi ng the performance of your products and
services.   For example, on page one and elsewhere you disclose that,
“approximately 97% of respondents stated that  they were either satisfied or very
satisfied with our curriculum…”  With a view to disclosu re, tell us in your
response letter the percentage of parent s who responded and the percentage of
respondents who indicated that  were satisfied with your curriculum versus the
percentage who were very satisfied with  your curriculum.  As other examples, on
page one and elsewhere you state that “the virtual public schools we serve
generally test near or above state averag es . . .,” on page four and elsewhere you
refer to “[y]our market-leading posit ion in the K-8 virtual public schools
position,” and on page five and elsewh ere you state that you “were able to
generate meaningful improvements in acad emic performance.”  These are merely
examples.
11. You note on pages two and three and elsewh ere in the prospectus your disclosure
that acceptance of online education is gr owing and that virtual public schools are
gaining acceptance.  We note that you pr ovided data as to the numbers of online
schools and virtual public schools as of recen t dates, but please revise to provide
additional support to demons trate the growth and ga in that you identify.
12. Please disclose the number of virtual public schools that you operate and the
number that you serve.  Disc lose the number of states  and school districts in
which the virtual public schools operate.
Risk Factors, page 10
Most of our revenues depend on adequate funding  of the virtual public schools we serve.
If these schools do not receive adequate funding . . ., page 10
13. So that investors may assess the likelihood and degree of the risk, please revise to
indicate whether or not your revenues ha ve been materially adversely affected by
past inadequate funding of the virtual publ ic schools that you serve or previously
served.  Additionally, please revise to provide additional detail about any material past payment delays and how they have affected your business.

Mr. Ronald J. Packard
K12 Inc.
August 28, 2007 Page 4
The poor performance or misconduct of othe r virtual public school operators could
tarnish the reputation of all virtual pu blic school operators . . ., page 10
14. You note the media coverage and regul atory response to allegations of
misconduct by other virtual school operators.   So that investors may assess the
likelihood and degree of the risk, please re vise to indicate wh ether or not these
instances have, in the opinion of management, negatively affected the company’s business and, if so, how.
The operation of virtual public schools depe nds on the maintenance of the authorizing
charter . . ., page 11
15. So that investors may assess the likelihood and degree of the risk, please revise to
provide the percentage of your revenues derived from virtual schools operating under a charter and describe any past incidents, if any, where the risks described here have occurred.
Our contracts with the virtual public schools we serve are subject  to periodic renewal . . .,
page 13
16. So that investors may assess the likelihood and degree of the risk, please revise to
provide additional detail about  the company’s historical ability to renew existing
contracts and management’s expectations  regarding the renewal of material
contracts.
We generate significant revenues from f our virtual public schools . . ., page 13
17. Please revise to identify the four virtua l public schools you reference and the date
your contracts expire.

Our intellectual property ri ghts are valuable…, page 15
18. To provide context, briefly discuss what types of products, services, processes, software, etc. are covered by your  intellectual property rights.
If student performance falls or parent and student satisfaction d eclines, a significant
number of students may not remain enrolled . . ., page 19
19. You cite an example where increased enro llments caused failures to meet certain
standards of the No Child Left Behi nd Act during the 2005-2006 school year.
Please briefly indicate whether you believe  this incident negatively impacted
enrollment in the affected schools and, if so, how.

Mr. Ronald J. Packard
K12 Inc.
August 28, 2007 Page 5
Cautionary Notice Regarding Forw ard-Looking Statements, page 24
20. Please remove your reference to the Privat e Securities Litigat ion Reform Act of
1995, as it does not apply to forward-l ooking statements that are made in
connection with an initial public offe ring.  See Section 27A(b)(2)(D) of the
Securities Act of 1933.

Use of Proceeds, page 25
21. Please revise to more specifically identify and quantify your intended use of the proceeds from this offering that will be used for working capital, capital expenditures and the development of new courses and product offerings.
Dilution, page 27
22. Please quantify the further dilution per sh are to new investors that will occur upon
exercise of any of your outstan ding stock options and warrants.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 31
Key Aspects and Trends of  Our Operations, page 32
23. You state here and elsewhere that a si gnificant portion of your revenues come
from enrollments in virtual public school s.  Please quantify the portion of your
revenues that have historically come fr om virtual public schools as opposed to
your other products and services.  Discu ss and analyze in mo re detail any known
material trends and uncertainties rega rding the revenues from your different
products and services and management’s expectations regarding any such trends and uncertainties.
24. On page 33, you disclose that state and district per enrollment funding levels
generally increase at modest levels from year to year and that you expect that
trend to continue.  Please revise to di scuss in more detail the basis for that
expectation.
Results of Operations, page 40
25. Please quantify to the extent practicable the impact of each factor when multiple
factors contribute to material  fluctuations in line items.  Stating that line items
increased or decreased “primarily due to . . .” or that an increa se or decrease was
“partially offset by . . .” may not provide your investor s with sufficient
understanding of the factors that caused the change or how much of the change
was due to a particular factor.

Mr. Ronald J. Packard
K12 Inc.
August 28, 2007 Page 6
26. Revise to address the reasons for the increase in deferred revenues.  In this regard, indicate how important the de ferred revenue has been in providing cash to finance
your operations.  Could customers elect to pa y on a monthly or quarterly basis?  If
so, discuss how this would impact your liquidity. Also, indicate if you record accounts receivable with an offsetting entry to deferred revenues.
27. We note the substantial reduction of enro llments in virtual public schools to
which you provide turnkey management se rvices after 2005.  We also note, on
page 33, that enrollments in schools to which you provide turnkey management services generate substantially more reve nues that enrollments in schools to which
you do not provide such services.  Please re vise to discuss in more detail the
reasons for, the effects of, the response to, and management’s future expectations
regarding this trend.
Liquidity and Capital Resources, page 44
28. We note on page 46 your belief that you have sufficient resources to meet
projected operating requirements and pla nned capital expenditures for at least the
next 12 months.  Please provide an assessm ent of the company’s ability to meet
its long-term liquidity n eeds and indicate whether you have considered your
growth strategy in making this assessment.  Note that we consider “long-term” to be the period in excess of the next twel ve months.  See Section III.C of Release
No. 33-6835 and footnote 43 of Release No. 33-8350.

Contractual obligations, page 47
29. Disclose if interest payments on debt ar e included in your contractual obligations
table.
Business, page 61
30. You note here and in your risk factor di sclosure that a signi ficant portion of your
revenues are derived from contracts with a small number of schools.  Please
identify schools that accounted for 10% or more of your revenues in your last fiscal year or any inter im period.  Refer to Regulation S-K Item 101(c)(1)(vii).
Provide any additional inform ation that would be materi al to investors, including,
but not limited to, whether any such schools are the subject of litigation or audits
discussed elsewhere in your disclosure and the material  terms of contracts with
such schools, including when and how such contracts are subject to renewal.  In
addition, discuss in more detail the exte nt to which your business relies on these
schools and any related material known  trends and uncertainties in your
management’s discussion and analysis.

Mr. Ronald J. Packard
K12 Inc.
August 28, 2007 Page 7
Competition, page 62
31. To the extent known, please revise to include a clear, concrete and quantitative
discussion of your relative market share in the material markets in which you operate.  If you are unable to provide ma rket share information, then please
disclose this fact and explai n the reason for that inability.

Regulation, page 65
32. Please identify the states in which you opera te and are subject to state regulation.
To the extent material, identify the stat es that have the pa rticular laws and
regulations you discuss.  Discuss the ex tent to which the virtual schools you
operate and/or serve have not complied with the applicable state and federal
regulations and whether the state and fe deral regulations have had a material
impact on your business.
Management, page 69
33. We note your disclosure on page 90 that your amended and restated certificate of
incorporation and bylaws will provide for a classified board of directors.  Please
disclose this fact here and identify which directors will serve in each class.

Board of Directors and Dire ctor Independence, page 72
34. Please revise to provide the disclosure required by Regulation S-K Item 407(a).
Compensation Discussion and Analysis, page 75
35. Please advise us why you only include two named executive officers in addition to your CEO and CFO.  If you believe you only have two additional executive officers (as you indicate in the table on page 69), please advi se us whether you
have considered the definition of exec utive officer in Rule 3b-7 under the
Exchange Act.  Alternatively, revise to include disclosure regarding one
additional named executive officer.  Refe r to Regulation S-K Item 402(a)(3)(iii)
and (iv).

Elements of Compensation, page 76
36. Please revise to quantify the speci