8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934February 17, 2011
(Date of earliest event reported)

American Public Education, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-33810	01-0724376
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

111 W. Congress Street Charles Town, West Virginia	25414	304-724-3700
(Address of principal executive offices)	(Zip Code)	(Registrant's telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02     Results of Operations and Financial Condition.

On February 17, 2011, American Public Education, Inc. issued a press release reporting financial results for the quarter and year ended December 31, 2010.  A copy of American Public Education’s press release is attached to this report as Exhibit 99.1 and is incorporated in this report by reference.  American Public Education has scheduled a conference call and webcast for 5:00 p.m. EST on February 17, 2011 to discuss its financial results, and slides for that call are attached to this report as Exhibit 99.2 and are incorporated in this report by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01     Financial Statements and Exhibits.

(d)	Exhibits
	99.1	American Public Education, Inc. press release dated February 17, 2011, reporting financial results for the quarter and year ended December 31, 2010.
	99.2	American Public Education, Inc. slides for February 17, 2011 conference call and webcast for financial results for the quarter and year ended December 31, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		American Public Education, Inc.
Date:	February 17, 2011	By:	/s/ Harry T. Wilkins
			Harry T. Wilkins, Executive Vice President and
			Chief Financial Officer

EXHIBIT INDEX

99.1	American Public Education, Inc. press release dated February 17, 2011, reporting  financial results for the quarter and year ended December 31, 2010.
99.2	American Public Education, Inc. slides for February 17, 2011 conference call and  webcast for financial results for the quarter and year ended December 31, 2010.

EX-99.1

Exhibit 99.1

American Public Education Reports Fourth Quarter and Full Year 2010 Results

Full Year 2010 Net Income Increased 25% to $29.9 Million or Approximately $1.59 per Diluted Share Compared to the Prior Year

CHARLES TOWN, W.Va.--(BUSINESS WIRE)--February 17, 2011--American Public Education, Inc. (NASDAQ: APEI) – parent company of online learning provider American Public University System (APUS), which operates through American Military University (AMU) and American Public University (APU) – announced financial results for the quarter and year ended December 31, 2010.

Recent Highlights:

• Net course registrations from new students in the fourth quarter of 2010 increased to approximately 16,500, an increase of approximately 20% over the same period of 2009.
• Net course registrations increased to approximately 73,900 in the fourth quarter of 2010, a year-over-year increase of 27%.
• As of December 31, 2010, a total of approximately 83,700 students were enrolled in American Public University System, a year-over-year increase of 31%.
• American Public Education reported fourth quarter 2010 revenues increased 29% to $56.3 million, compared to $43.7 million in the fourth quarter of 2009.
• Income from operations before interest income and income tax in the fourth quarter of 2010 increased 13% to $15.8 million, compared to $14.0 million in the same period of 2009.
• Net income for the fourth quarter of 2010 increased 14% to $9.6 million or $0.52 per diluted share, compared to $8.4 million or $0.44 per diluted share in the same period of 2009.
• American Public Education anticipates first quarter 2011 net course registrations from new students to increase approximately 27%; net course registrations to increase approximately 25%; revenues to increase approximately 20% over the prior year period; and net income to be between $0.43 and $0.45 per diluted share.

Financial and Other Results:

Total revenues for the fourth quarter of 2010 increased 29% to $56.3 million, compared to total revenues of $43.7 million in the fourth quarter of 2009. Income from operations before interest income and income tax in the fourth quarter of 2010 increased 13% to $15.8 million, compared to $14.0 million in the same period of 2009. Stock-based compensation expense reduced operating income by $624,000 in the fourth quarter of 2010 and $574,000 in the fourth quarter of 2009.

Net income for the fourth quarter of 2010 increased 14% to $9.6 million or $0.52 per diluted share, which includes $386,000 or $0.02 per diluted share in stock-based compensation expense net of tax. This compares to net income of $8.4 million or $0.44 per diluted share for the fourth quarter of 2009, including $366,000 or $0.02 per diluted share in stock-based compensation expense net of tax. The weighted average diluted shares outstanding for the fourth quarter of 2010 and 2009 were approximately 18.4 million and 18.9 million, respectively.

For the twelve months ended December 31, 2010, total revenues were $198.2 million, an increase of 33% compared to total revenues of $149.0 million in the same period of 2009. Income from operations before interest income and income tax for the twelve months ended December 31, 2010 increased 25% to $50.0 million, compared to $39.9 million in the same period of 2009. Stock-based compensation expense reduced each period's operating income by $2.8 million and $2.2 million, respectively.

Income from operations before interest income and income tax in the twelve months ended December 31, 2010 includes $492,000 of additional legal fees and related expenses in connection with preparing responses to the request for information from the U.S. Senate Committee on Health, Education, Labor and Pensions relating to the Committee’s hearings on for-profit colleges. During the third and fourth quarter of 2010, the Company repurchased approximately 682,000 shares under the Company’s previously announced and completed repurchase program for an aggregate amount of $20 million.

Net income for the twelve months ended December 31, 2010 increased 25% to $29.9 million or $1.59 per diluted share, which includes $1.7 million or $0.09 per diluted share in stock-based compensation expense net of tax. This compares to net income of $23.9 million or $1.27 per diluted share in the same period of 2009, including $1.4 million or $0.07 per diluted share in stock-based compensation expense net of tax. The weighted average diluted shares outstanding for the twelve months ended December 31, 2010 and 2009 were approximately 18.8 million and 18.9 million, respectively.

Total cash and cash equivalents as of December 31, 2010 were $81.4 million with no long-term debt. Cash from operations for the twelve months ended December 31, 2010 was $47.1 million, compared to $36.8 million in the same period of 2009. Capital expenditures were $22.5 million for the twelve months ended December 31, 2010, which compares to $10.8 million in capital expenditures in the same period of 2009. Depreciation and amortization was $6.5 million for the twelve months ended December 31, 2010 and $5.2 million for the same period of 2009.

Share Repurchase Program

American Public Education announced that its Board of Directors has authorized a common stock share repurchase program that is designed to provide an opportunity to potentially offset some of the dilution that results from the issuance of additional shares under the Company's equity incentive and employee stock purchase plans. Under this program, the Company has authorization to repurchase up to the cumulative number of shares issued or deemed issued under the Company's equity incentive and employee stock purchase plans beginning with shares issued in 2011. Subject to market conditions, applicable legal requirements and other factors, the repurchases may be made in open market transactions, including pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. There is no guarantee that any share repurchases will be made, and the Board of Directors may modify, suspend, extend or terminate the program at any time.

Net Course Registrations and Student Enrollment:
For the three months ended December 31,
	2009	2010	% Change
Net Course Registrations from New Students	13,700	16,500	20	%
Net Course Registrations	58,000	73,900	27	%
For the twelve months ended December 31,
	2009	2010	% Change
Net Course Registrations from New Students	50,100	59,700	19	%
Net Course Registrations	207,800	272,200	31	%

Note: Net course registrations represent the aggregate number of classes in which students remain enrolled after the date by which they may drop the course without financial penalty.

First Quarter 2011 Outlook:

The following statements are based on current expectations. These statements are forward-looking and actual results may differ materially. The Company undertakes no obligation to update publicly any forward-looking statements for any reason.

American Public Education anticipates first quarter 2011 net course registrations from new students to increase approximately 27%¹; net course registrations to increase approximately 25%¹; revenues to increase approximately 20% over the prior year period; and net income to be between $0.43 and $0.45 per diluted share.

First quarter revenues are expected to be impacted by the timing of monthly starts, which will effectively result in an additional week of revenue flowing into the second quarter as a result of a later class start in March.

¹On January 3, 2011, APUS combined one-credit lab courses with their related three-credit classes. As a result, the company plans to report future net course registrations for the resulting four-credit courses as one registration. In the first quarter 2011 outlook, net course registration growth rates exclude other non-credit registrations and are presented as if labs and classes were combined in the prior year period.

Webcast:

A live webcast of the Company’s fourth quarter and full year earnings conference call will be broadcast at 5:00 p.m. EST today. This call will be open to listeners who log in through the Company's investor relations website, www.AmericanPublicEducation.com.

A replay of the live webcast will also be available starting approximately one hour after the conclusion of the live conference call. The replay will be archived and available to listeners for one year.

About American Public Education, Inc.

American Public Education, Inc. (NASDAQ: APEI) is an online provider of higher education focused primarily on serving the military and public service communities. American Public University System (APUS), wholly owned by APEI, comprises two universities – American Military University (AMU) and American Public University (APU). Regionally and nationally accredited, APUS serves more than 83,000 adult learners worldwide and offers 79 degree programs in fields ranging from homeland security, military studies, intelligence, and criminal justice to technology, business administration, public health, and liberal arts.

Forward Looking Statements

Statements made in this press release regarding American Public Education, Inc. or its subsidiaries, that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about American Public Education, Inc. and the industry. These forward-looking statements are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Forward-looking statements can be identified by words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "should", "will" and "would". These forward-looking statements include, without limitation, statements regarding expected growth and share repurchase activity. Actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the various risks described in the "Risk Factors" section and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 as filed with the SEC. The Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

American Public Education, Inc.
Consolidated Statement of Income
(In thousands, except per share data)
	Three Months Ended
	December 31,
	2010		2009
	(Unaudited)
Revenues	$	56,314	$	43,653
Costs and expenses:
Instructional costs and services		20,425		16,522
Selling and promotional		9,446		5,394
General and administrative		8,768		6,476
Depreciation and amortization		1,844		1,297
Total costs and expenses		40,483		29,689
Income from operations before interest income and income taxes	15,831			13,964
Interest income, net		26		24
Income before income taxes		15,857		13,988
Income tax expense		6,250		5,609
Net income	$	9,607	$	8,379
Net Income per common share:
Basic	$	0.53	$	0.46
Diluted	$	0.52	$	0.44
Weighted average number of common shares:
Basic		17,975		18,250
Diluted		18,434		18,931
American Public Education, Inc.
Consolidated Statement of Income
(In thousands, except per share data)
	Twelve Months Ended
	December 31,
	2010		2009
	(Unaudited)
Revenues	$	198,174	$	148,998
Costs and expenses:
Instructional costs and services		75,309		58,383
Selling and promotional		34,296		20,479
General and administrative		32,045		25,039
Depreciation and amortization		6,502		5,231
Total costs and expenses		148,152		109,132
Income from operations before interest income and income taxes		50,022		39,866
Interest income, net		111		94
Income before income taxes		50,133		39,960
Income tax expense		20,265		16,017
Net income	$	29,868	$	23,943
Net Income per common share:
Basic	$	1.63	$	1.32
Diluted	$	1.59	$	1.27
Weighted average number of common shares:
Basic		18,281		18,167
Diluted		18,837		18,906

American Public Education, Inc.
Consolidated Balance Sheet
(In thousands, except per share data)
	As of
	December 31,
	2009			2010
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	74,866		$	81,352
Accounts receivable, net of allowance of $896 in 2009 and $1,050 in 2010		8,664			10,269
Prepaid expenses		2,990			4,233
Income tax receivable		863			780
Deferred income taxes		999			1,369
Total current assets		88,382			98,003
Property and equipment, net		25,294			42,415
Other assets		2,077			1,421
Total assets	$	115,753		$	141,839
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	6,756		$	9,422
Accrued liabilities		8,003			9,349
Deferred revenue and student deposits		14,204			18,815
Total current liabilities		28,963			37,586
Deferred income taxes		4,772			6,953
Total liabilities		33,735			44,539
Commitments and contingencies
Stockholders’ equity:
Preferred Stock, $.01 par value; Authorized shares - 10,000; no shares issued or outstanding		—			—
Common Stock, $.01 par value; authorized shares - 100,000; 18,593 issued and 17,911 outstanding in 2010; 18,276 issued and outstanding in 2009		183			186
Additional paid-in capital		136,380			141,757
Less cost of 682 shares of repurchased stock in 2010		—			( 19,966	)
Accumulated deficit		( 54,545	)		( 24,677	)
Total stockholders’ equity		82,018			97,300
Total liabilities and stockholders’ equity	$	115,753		$	141,839

CONTACT:
American Public Education, Inc.
Harry T. Wilkins, CPA
Executive Vice President and Chief Financial Officer
304-724-3722
or
Christopher L. Symanoskie
Associate Vice President, Corporate Communications
703-334-3880

EX-99.2

Exhibit 99.2

Slide:    1                Advancing Online Higher Education          A M E R I C A N  P U B L I C  E D U C A T I O N  ,  I N C. Fourth Quarter 2010 Investor Call

Slide:    2         Statements made in this presentation regarding American Public Education, or its subsidiaries, that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about American Public Education and the industry. These forward-looking statements are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Forward-looking statements are some times identified by words such as "anticipate", "believe", "could", "estimate", "expect“, "intend", "may", "should“, "will" and "would". These forward-looking statements include, without limitation, statements on slide “First Quarter 2011 Outlook”, as well as statements regarding expected growth. Actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the various risks described in the "Risk Factors" section and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and the Company’s Quarterly Reports on Form 10-Q for the quarters ended June 30 and September 30, 2010 as filed with the SEC, and in the Company’s other filings with the SEC. The Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Slide:    3         Fourth Quarter 2010 Update    Civilian Growth Accelerates;           Driven by Effective Awareness Campaigns & The Compelling Value Proposition of AMU and APU.Military Enrollment Stabilizes;                   Showing Slight Improvements in Recent Months.Investing in Quality, Brand & Infrastructure;                    Transition to Sakai LMS Proceeding as Planned; APUS Academic Center Opens; Investing in Brand Awareness and Expanding Relationships;  Expanding Collaboration with Academic Community and Related Audiences.      As of December 31, 2010       Net Course Registrations          by Pay Type     Cash & Other Sources 15%      TA 49%    Title IV29%         VA7%

Slide:    4         Key Accomplishments in 2010   Increasing Recognition;                 Two-time recipient (2009-2010) of Sloan-C Effective Practice Award.  This is the first time that representatives from a single institution have been recognized in consecutive years.Scholarly Research;                    Faculty and staff are encouraged to research and write peer reviewed articles, conference presentations, workshops, and white papers, as well as to support and engage their academic and professional communities.Extensive Self-Study Evaluation;                 As a normal part of the reaccreditation process, APUS completed an extensive, multi-year self evaluation.  The study engages students, alumni, employers, faculty, staff and other audiences served by APUS.    Three New Degree Programs;             Master of Science in Information Technology, with several concentrations; Master of Arts in Psychology; and RN to Bachelor of Science in Nursing.

Slide:    5         APUS is Leading the Way       Affordable Tuition  More affordable than in-state tuition at most state schoolsUndergraduate book grant program and few feesNo undergraduate tuition increase in a decade Less student debt upon graduation Focus on Learning Outcomes Recognized for approach to measuring student learning Transparent, demonstrated outcomes Small average class sizes Relationship-Oriented Awareness Campaigns Supporting professional associations and community groupsServe communities as partner not vendor Social networking; Limited use of “Lead Gen” – an integrated approach Consultative Approach to Enrollment and Advising Appropriately sized advising department Trained for academic advising and customer service

Slide:    6         AMU & APU Graduates           * 2010 APUS Alumni Survey, APUS Employer Survey.            The Best Judge of Quality: Successful Alumni       More than 40% of APUS graduates return for a second degree 98% of APUS alumni employers surveyed would hire another graduate from APUS*93% of alumni surveyed 1 year after graduation agreed or strongly agreed that AMU/APU meet their overall expectations* More than 90% of alumni surveyed would recommend AMU/APU to family, friends or co-workers*       CAGR 60%

Slide:    7         Financial Overview

Slide:    8         Fourth Quarter 2010 Update    Fourth quarter 2010 revenues increased 29% year-over-year to $56.3 million Operating income increased to $15.8 million Net income increased to $9.6 million, or $0.52 per diluted share Strong Balance Sheet with No Debt $81.4 million in Cash & Cash Equivalents Limited Share Repurchase Program Authorized by Board of Directors

de:    9         First Quarter 2011 Outlook  First Quarter 2011 (Y/Y) Net course registration growth from new students1  approximately 25% Net course registrations growth1   approximately 27% Revenue growth approximately 20%  Earnings per diluted share     $0.43 to $0.45      The following statements are based on current expectations.  These statements are forward-looking and actual results may differ materially.          1On January 3, 2011, APUS combined one-credit lab courses with their related three-credit classes.  As a result, the company plans to report future net course registrations for the resulting four-credit courses as one registration. In the first quarter 2011 outlook, net course registration growth rates exclude other non-credit registrations and are presented as if labs and classes were combined in the prior year period.For comparison, adjusted first quarter 2010 net course registrations are being provided to reflect historical net course registrations had the courses been combined during the prior year period and excluding non-credit registrations:. First Quarter 2010    As Reported         Adjusted  Net Course Registrations      64,900    62,000Net Course Registrations from New Students 13,300    13,000

Slide:    10        Unique Approach is Key Long-Term Success          A Mission-Driven Organization Executing Existing Strategic Plan  Academic Quality Addressing Need for Affordability  Relationship Oriented Leveraging Investments in Sakai and New Facilities Preparing for New RegulationsInvesting in Future Growth Addressing new and existing opportunities

Slide:    11               Advancing Online Higher Education          A M E R I C A N  P U B L I C  E D U C A T I O N  ,  I N C. Third Quarter 2010 Investor Call