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 28, 2012
(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 28, 2012, American Public Education, Inc. issued a press release reporting financial results for the quarter and year ended December 31, 2011.  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. Eastern time on February 28, 2012 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.  In addition, American Public Education provides an investor fact sheet on its investor relations website, www.americanpubliceducation.com.  A copy of the investor fact sheet is attached to this report as Exhibit 99.3 and is 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 28, 2012, reporting financial results for the quarter and year ended December 31, 2011.
	99.2	American Public Education, Inc. slides for February 28, 2012 conference call and webcast for the quarter and year ended December 31, 2011
	99.3	American Public Education, Inc. fact sheet posted to its investor relations website on February 28, 2012.

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 28, 2012	By:	/s/ Harry T. Wilkins
			Harry T. Wilkins
			Executive Vice President and
			Chief FinancialOfficer

EXHIBIT INDEX

99.1	American Public Education, Inc. press release dated February 28, 2012, reporting financial results for the quarter and year ended December 31, 2011.
99.2	American Public Education, Inc. slides for February 28, 2012 conference call and webcast for the quarter and year ended December 31, 2011.
99.3	American Public Education, Inc. fact sheet posted to its investor relations website on February 28, 2012.

EX-99.1

Exhibit 99.1

American Public Education Reports Fourth Quarter and Full-Year 2011 Results

CHARLES TOWN, W. Va.--(BUSINESS WIRE)--February 28, 2012--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, 2011.

Recent Highlights:

• Net course registrations¹ increased to approximately 95,400 in the fourth quarter of 2011, a year-over-year increase of 36%.
• Net course registrations by new students¹ in the fourth quarter of 2011 increased to approximately 24,600, an increase of approximately 53% over the same period of 2010.
• As of December 31, 2011, there were a total of approximately 110,000 active students at American Public University System, a year-over-year increase of 31%.
• Fourth quarter 2011 revenues increased 34% to $75.7 million, compared to $56.3 million in the fourth quarter of 2010.
• Income from operations before interest income and income taxes in the fourth quarter of 2011 increased 25% to $19.8 million, compared to $15.8 million in the same period of 2010.
• Net income for the fourth quarter of 2011 increased 35% to $13.0 million, or $0.71 per diluted share, compared to $9.6 million, or $0.52 per diluted share, in the same period of 2010.
• Walmart is proud to add a family benefit to its Lifelong Learning Program in partnership with APU whereby spouses and dependents of eligible Walmart and Sam’s Club associates in the United States can access the program’s Lifelong Learning Grant.

Financial and Other Results:

Total revenues for the fourth quarter of 2011 increased 34% to $75.7 million, compared to total revenues of $56.3 million in the fourth quarter of 2010. Income from operations before interest income and income taxes in the fourth quarter of 2011 increased 25% to $19.8 million, compared to $15.8 million in the same period of 2010. Stock-based compensation expense reduced operating income by $769,000 in the fourth quarter of 2011 and $624,000 in the fourth quarter of 2010.

Net income for the fourth quarter of 2011 increased 35% to $13.0 million, or $0.71 per diluted share, which includes $464,000, or $0.03 per diluted share, in stock-based compensation expense, net of tax. This compares to net income of $9.6 million, or $0.52 per diluted share for the fourth quarter of 2010, including $368,000, 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 2011 and 2010 were approximately 18.2 million and 18.4 million, respectively.

For the twelve months ended December 31, 2011, total revenues were $260.4 million, an increase of 31% compared to total revenues of $198.2 million in the same period of 2010. Income from operations before interest income and income tax for the twelve months ended December 31, 2011 increased 26% to $62.9 million, compared to $50.0 million in the same period of 2010. Stock-based compensation expense reduced each period's operating income by $3.2 million and $2.8 million, respectively.

Net income for the twelve months ended December 31, 2011 increased to $40.8 million, or $2.23 per diluted share, which includes $1.9 million, or $0.10 per diluted share, in stock-based compensation expense, net of tax. This compares to net income of $29.9 million, or $1.59 per diluted share, in the same period of 2010, including $1.7 million, or $0.09 per diluted share, in stock-based compensation expense, net of tax. The weighted average diluted shares outstanding for the twelve months ended December 31, 2011 and 2010 were approximately 18.3 million and 18.8 million, respectively.

Total cash and cash equivalents as of December 31, 2011 were approximately $119.0 million with no long-term debt. Cash from operations for the twelve months ended December 31, 2011 was approximately $70.4 million, compared to $47.1 million in the same period of 2010. Capital expenditures were approximately $24.9 million for the twelve months ended December 31, 2011, compared to $22.5 million in the prior year period. Depreciation and amortization was $9.2 million for the twelve months ended December 31, 2011 and $6.5 million for the same period of 2010.

Walmart is proud to add a family benefit to its Lifelong Learning Program in partnership with APU whereby spouses and dependents of eligible Walmart and Sam’s Club U.S. associates access the program’s Lifelong Learning Grant. The grant, provided by APUS, is equivalent to 15% of tuition costs. Spouses and dependents of eligible associates may begin enrolling under the program for classes starting on April 2^nd. The addition of the family benefit increases access to affordable higher education and advances the program’s goal to increase the number of persons with a college degree.

Net Course Registrations:

For the three months ended December 31,

	2010	2011	% Change
Net Course Registrations by New Students1	16,100	24,600	53%
Net Course Registrations1	70,400	95,400	36%

For the twelve months ended December 31,

	2010	2011	% Change
Net Course Registrations by New Students1	58,400	85,200	46%
Net Course Registrations1	259,400	341,700	32%

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.

¹ On January 3, 2011, APUS combined each one-credit lab course with its related three-credit class resulting in one four-credit course. Net course registrations and net course registration growth rates exclude other non-credit registrations and are presented throughout this press release as if labs and classes were combined in both periods.

First Quarter 2012 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 2012 net course registrations by new students to increase approximately 14% year-over-year; net course registrations to increase between approximately 20% and 22% year-over-year; revenues to increase approximately 27% over the prior year period; and net income to be between $0.45 and $0.49 per diluted share.

Webcast:

A live webcast of the Company’s fourth quarter earnings conference call will be broadcast today at 5:00 p.m. Eastern time. 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.

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, operates through American Military University (AMU) and American Public University (APU). APUS serves more than 100,000 adult learners worldwide and offers 87 degree programs in fields ranging from homeland security, military studies, intelligence, and criminal justice to technology, business administration, public health, and liberal arts. Nationally recognized for its best practices in online higher education, APUS provides an affordable education through classes taught by experienced faculty who are leaders in their fields and committed to the academic achievement of their students.

American Public University System is accredited by The Higher Learning Commission and is a member of the North Central Association of Colleges and Schools (www.ncahlc.org). For more information about APUS graduation rates, median debt of students who completed programs, and other important information, visit www.apus.edu/disclosure.

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, expected revenues and expected earnings. 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, 2011 and 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.

American Public Education, Inc.
Consolidated Statement of Income
(In thousands, except per share data)
	Three Months Ended
	December 31,
	2011		2010
	(Unaudited)
Revenues	$	75,667	$	56,314
Costs and expenses:
Instructional costs and services		26,152		20,425
Selling and promotional		12,403		9,446
General and administrative		14,769		8,768
Depreciation and amortization		2,500		1,844
Total costs and expenses		55,824		40,483
Income from operations before
interest income and income taxes		19,843		15,831
Interest income, net		22		26
Income before income taxes		19,865		15,857
Income tax expense		6,880		6,250
Net income	$	12,985	$	9,607
Net Income per common share:
Basic	$	0.73	$	0.53
Diluted	$	0.71	$	0.52
Weighted average number of
common shares:
Basic		17,844		17,975
Diluted		18,226		18,434

American Public Education, Inc.
Consolidated Statement of Income
(In thousands, except per share data)
	Twelve Months Ended
	December 31,
	2011		2010
	(Unaudited)
Revenues	$	260,377	$	198,174
Costs and expenses:
Instructional costs and services		95,216		75,309
Selling and promotional		44,713		34,296
General and administrative		48,350		32,045
Depreciation and amortization		9,239		6,502
Total costs and expenses		197,518		148,152
Income from operations before
interest income and income taxes		62,859		50,022
Interest income, net		109		111
Income before income taxes		62,968		50,133
Income tax expense		22,211		20,265
Net income	$	40,757	$	29,868
Net Income per common share:
Basic	$	2.28	$	1.63
Diluted	$	2.23	$	1.59
Weighted average number of
common shares:
Basic		17,877		18,281
Diluted		18,295		18,837

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

EX-99.2

Exhibit 99.2

Fourth Quarter and Full Year 2011 Conference Call Leading the Way February 2011 February 28, 2012

Safe Harbor Statement Statements made in this presentation 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 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 2012 Outlook” forward-include, limitation, 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, 2011 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. 2

Net Course Registrations by Primary Pay Type Full Year 2011 Results: Cash & Other 13% FSA/Title IV 37% VA 9% Civilian students serve as primary growth driver, while the diversification of AMU/APU’s student population Military/TA 41% continues as planned  The focus on quality and customer satisfaction appears to have positively For twelve months ending December 31, 2011 Pay FY2011 (Y/Y) influenced the percentage of AMU/APU alumni who return for a second degree. An integrated, relationship-oriented Type Growth FSA/Title IV 100% VA 44% Military/TA 9% approach to marketing, combined with targeted investments in branding, extend APU’s reach nationwide. Cash & Other -2% 3

Growing Recognition for Academic Quality and Learning Outcomes Walmart is proud to add a family benefit to its Lifelong Learning Program in partnership with APU whereby spouses and dependents of eligible Walmart and Sam’s Club associates in the United States can access the program’s Lifelong Learning Grant. APUS launches ePress – an electronic publishing project to create affordable, open access course materials. In 2011, APUS faculty members delivered more than 800 presentations; earned over 100 awards; and authored over 300 submitted or published articles, papers and books. Focused on strengthening several core competencies, such as measuring student learning, assessing student preparedness, and strengthening teaching presence: Using Lumina Foundation’s “Degree Qualifications Profile” Building a graduate culture for future doctoral programs Seeking program-level accreditation for Nursing, Public Health, and Fire Science Continued process improvements aimed at improving retention and outcomes 114 Full-time faculty recently hired The Accrediting Commission of the Distance Education and Training Council (DETC) recently re-accredit APUS. 4

Driven to Create a Positive Student Experience AMU & APU Graduates 21,300+ Alumni APUS Graduating Seniors Surveyed: 98% evaluated their experience as positive.(1) 96% say they would choose APUS again.(1) APUS Alumni Surveyed: 95% agreed or strongly agreed that AMU/APU met their expectations(2) 91% would recommend AMU/APU to family, friends or co-workers(2) 91% report they’re currently employed full-time.(3) 65% agree their degree helped them obtain a promotion/job.(3) Employers of APUS Alumni Surveyed: 99% would hire another graduate from APUS.(4) 98% would recommend the university to employees (4) employees.( ) 98% agree APUS grads possess field-specific academic skills.(4) 5 Source: (1) National Survey of Student Engagement (NSSE), 2009. (2) American Public University System, 1-year Post-graduation Survey, January – December 2011. (3) American Public University System, 3-year Post-graduation Survey, March 2009-July 2010. (4) American Public University System, Alumni Employer Survey, January – December 2011.

Factors Possibly Impacting Military Communities Total DoD course enrollments using TA remained roughly flat year-over-year 75% of all TA courses through distance learning Possible Tuition Assistance cuts Potential for deployments and drawdowns (Afghanistan) Probable reductions to troop end strength AMU Registration of Estimated (% Total) FY2010 FY2011 AMU Rank Marines 19.7% 21.3% #1 Navy 8.8% 9.6% #1 Ai F 18 5% 20 5% #1 Air Force 18.5% 20.5% Army 12.9% 14.1% #2+ Total 14.6% 15.9% #1 6 + Estimated ranking based on 2010 data (most recent available). Source for DoD Enrollments: DANTES Voluntary Education Fact Sheets, FY 09-FY11 Source for APUS Enrollments: Vol Ed Service Chiefs briefings, CCME 2012 and APUS Estimates

Differentiated Value Proposition = Larger Market Distribution of (Fees: 0.0% $42,000 and over Public and Nonprofit 0.0% Private Sector Adult Undergraduates age 25+) by Tuition and APEI’s low tuition provides opportunities to both expand 0.1% 0.3% 0.2% 0.4% 1.0% $39,000 to $41,999 $36,000 to $38,999 $33,000 to $35,999 $30,000 to $32,999 $27,000 to $29,999 0.0% 0.1% 0.1% 12.5% 10.9% the addressable market and capture private market share. 1.2% 1.5% 1.6% 3.5% 6.2% $24,000 to $26,999 $21,000 to $23,999 $18,000 to $20,999 $15,000 to $17,999 $12,000 to $14,999 2.2% 1.5% 2.1% 15.6% 28.2% Private Sector Audience: 0.5 MM Annual Tu 9.8% 12.0% 27.7% 34.4% 0% 10% 20% 30% 40% $9,000 to $11,999 $6,000 to $8,999 $3,000 to $5,999 $3,000 3.8% 0.0% 0.0% 0% 10% 20% 30% 40% APEI’s Target Audience: 3.2 MM 45.8% 7 % % % % % Total: 5.6 Million Total 0.8 Million Source: IPEDS, Eduventures, and American Public Education Estimates. Degree-granting schools only.

The APUS Strategic Vision - A Quality Leader During the next phase in APUS’s development, in alignment with our mission, we seek to broaden student diversity (at home and abroad) and leverage technology to support the nation’s educational goals while being acknowledged as: One of the best values in online higher education.  A thought leader contributing to positive changes in higher education, and Recognized for: Rich, engaging, quality learning experience; Affordability relative to public institutions; and Committed partnerships with our key stakeholders. Moreover, APUS intends to be a key influencer in how higher education rises to meet ongoing challenges and opportunities, acting with integrity and in collaboration with key constituencies. 8

Fourth quarter 2011 revenues increased 34% year-over-year to $75.7 million Fourth Quarter Financial Highlights: Operating income increased 25% year-over-year to $19.8 million Effective tax rate was 35% in the fourth quarter of 2011 EPS diluted increased approximately 37% y/y to $0.71 per diluted share • Strong Balance Sheet with No Debt $119.0 million in Cash & Cash Equivalents $29 9 $40.8 $40 $50 Revenues In millions Net Course Registrations In thousands Net Income In millions 1 1 $8.8 $16.2 $23.9 29.9 $10 $20 $30 9 $0 1 On January 3, 2011, APUS combined each one-credit lab course with its related three-credit class resulting in one four-credit course. Net course registrations exclude other non-credit registrations and are presented as if labs and classes were combined during the year 2010 and 2011.

The following statements are based on current expectations. These statements are forward-looking and First Quarter 2012 Outlook actual results may differ materially. First Quarter 2012 (Y/Y) Net course registration growth by new students approximately 14% Net approximately 20 22% course registration growth 20-Revenue growth approximately 27% Earnings per diluted share $0.45 to $0.49 Effective tax rate approximately 39% Additional Highlights and Considerations: Changing 10 student mix primarily driven by growth in civilian student enrollment Additional FSA fraud/abuse prevention measures implemented in 1Q2012 Investments in FSA automation and other improvements may drive future efficiencies ePress initiative may help lower cost of course materials in the future 10

Fourth Quarter and Full Year 2011 Conference Call Leading the Way February 2011 February 28, 2012

EX-99.3

Exhibit 99.3