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.
 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,
FirstName LastNameJames Rhyu
                                                             Division of
Corporation Finance
Comapany NameK12 INC
                                                             Office of Trade &
Services
January 27, 2020 Page 2
cc:       Vincent Mathis, General Counsel
FirstName LastName