FORM 20-F TAL Education Group

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR _ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2018. OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from___to____. OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number: 001-34900 TAL Education Group (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 15/F, Danling SOHO 6 Danling Street, Haidian District Beijing 100080 People’s Republic of China (Address of principal executive offices) Rong Luo, Chief Financial Officer Telephone: +86-10-5292-6658 Email: [email protected] 15/F, Danling SOHO 6 Danling Street, Haidian District Beijing 100080 People’s Republic of China (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Name of each exchange on which registered American Depositary Shares, each three representing one Class A The New York Stock Exchange common share* Class A common shares, par value $0.001 per share** The New York Stock Exchange * Effective on August 16, 2017, the ratio of ADSs to Class A common shares was changed from one ADS representing two Class A common shares to three ADSs representing one Class A common share. **Not for trading, but only in connection with the listing on The New York Stock Exchange of American depositary shares. Securities registered or to be registered pursuant to Section 12(g) of the Act. None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. As of February 28, 2018, 118,401,821 Class A common shares, par value $0.001 per share and 70,556,000 Class B common shares, par value $0.001 per share were outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. _ Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes _ No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. _ Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). _ Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. _ Large accelerated filer Accelerated filer Non-accelerated filer Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: _ U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Other Standards Board If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes _ No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No TABLE OF CONTENTS Page INTRODUCTION 1 FORWARD-LOOKING STATEMENTS 1 PART I 2 Item 1. Identity of Directors, Senior Management and Advisers 2 Item 2. Offer Statistics and Expected Timetable 2 Item 3. Key Information 2 Item 4. Information on the Company 43 Item 4A. Unresolved Staff Comments 79 Item 5. Operating and Financial Review and Prospects 79 Item 6. Directors, Senior Management and Employees 102 Item 7. Major Shareholders and Related Party Transactions 110 Item 8. Financial Information 111 Item 9. The Offer and Listing 112 Item 10. Additional Information 113 Item 11. Quantitative and Qualitative Disclosures About Market Risk 123 Item 12. Description of Securities Other than Equity Securities 124 PART II 125 Item 13. Defaults, Dividend Arrearages and Delinquencies 125 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 125 Item 15. Controls and Procedures 125 Item 16. [Reserved] 127 Item 16A. Audit Committee Financial Expert 127 Item 16B. Code of Ethics 127 Item 16C. Principal Accountant Fees and Services 127 Item 16D. Exemptions from the Listing Standards for Audit Committees 128 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 128 Item 16F. Change in Registrant’s Certifying Accountant 128 Item 16G. Corporate Governance 128 Item 16H. Mine Safety Disclosure 129 PART III 129 Item 17. Financial Statements 129 Item 18. Financial Statements 129 Item 19. Exhibits 129 INTRODUCTION In this annual report, except where the context otherwise requires, unless otherwise indicated and for purposes of this annual report only: x “China” or “PRC” refers to the People’s Republic of China, and for the purpose of this annual report, excluding Taiwan, Hong Kong and Macau; x “we,” “us,” “our company” and “our” refer to TAL Education Group, a Cayman Islands company, and its subsidiaries, and, in the context of describing our operations and consolidated financial data, also include the Consolidated Affiliated Entities (as defined below); x “shares” or “common shares” refers to our Class A and Class B common shares, par value $0.001 per share; x “ADSs” refers to our American depositary shares, each three of which represent one Class A common share; x “VIEs” refers to Beijing Xueersi Network Technology Co., Ltd., or Xueersi Network, and Beijing Xueersi Education Technology Co., Ltd., or Xueersi Education, Xinxin Xiangrong Education Technology (Beijing) Co., Ltd. (the original name of which is Beijing Dididaojia Education Technology Co., Ltd.), or Xinxin Xiangrong, and Beijing Lebai Education Consulting Co., Ltd., or Lebai Education, all of which are domestic PRC companies in which we do not have equity interests but whose financial results have been consolidated into our consolidated financial statements in accordance with U.S. GAAP; and “Consolidated Affiliated Entities” refers to our VIEs and the VIEs’ direct and indirect subsidiaries and schools; x “U.S. GAAP” refers to generally accepted accounting principles in the United States; x “student enrollments” for a certain period refers to the total number of courses enrolled in and paid for by our students during that period, including multiple courses enrolled in and paid for by the same student; x “K-12” refers to the year before the first grade through the last year of high school; x “RMB” or “Renminbi” refers to the legal currency of China; and x “$” or “U.S. dollars” refers to the legal currency of the United States. Our financial statements are expressed in U.S. dollars, which is our reporting currency. Certain of our financial data in this annual report on Form 20-F are translated into U.S. dollars solely for the reader’s convenience. Unless otherwise noted, all convenient translations from Renminbi to U.S. dollars in this annual report on Form 20-F were made at a rate of RMB6.3280 to $1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on February 28, 2018. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, at the rate stated above, or at all. FORWARD-LOOKING STATEMENTS This annual report contains forward-looking statements that reflect our current expectations and views of future events.

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