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This report analyzes the NCLB waiver applications submitted in the second round by 26 states and Washington, D.C. to the U.S. Department of Education in February 2012. Among the findings in the report is that, like the first round of applications, these states are proposing new accountability systems that will lead to greater complexity both within states and between states, but at the same time will be more integrated with states’ own existing accountability systems. Also, nearly all the state applications propose annual achievement targets and performance levels that are more nuanced than what is currently in place under NCLB. At the same time, 19 of the 27 applications analyzed will use a combined subgroup for accountability decisions, rather than all of the student subgroups mandated under NCLB. None of the states analyzed will continue to require school choice and SES in schools identified for improvement, as is currently mandated.