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 1934

February 28, 2013
(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, 2013, American Public Education, Inc. issued a press release reporting financial results for the quarter and year ended December 31, 2013.  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, 2013 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.  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, 2013, reporting
		financial results for the quarter and year ended December 31, 2012.
	99.2	American Public Education, Inc. slides for February 28, 2013 conference call and
		webcast for the quarter and year ended December 31, 2012.
	99.3	American Public Education, Inc. fact sheet posted to its investor relations website
		on February 28, 2013.

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, 2013	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 28, 2013, reporting financial results for the quarter and year ended December 31, 2012.
99.2	American Public Education, Inc. slides for for February 28, 2013 conference call and webcast for the quarter and year ended December 31, 2012.
99.3	American Public Education, Inc. fact sheet posted to its investor relations website on February 28, 2013.

EX-99.1

Exhibit 99.1

American Public Education Reports Fourth Quarter and Full-Year 2012 Results

CHARLES TOWN, W.Va.--(BUSINESS WIRE)--February 28, 2013--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, 2012.

Recent Highlights:

• Net course registrations increased to approximately 105,300 in the fourth quarter of 2012, a year-over-year increase of 10%.
• Net course registrations by new students in the fourth quarter of 2012 were approximately 22,600, a decrease of approximately 8% over the same period of 2011.
• Fourth quarter 2012 revenues increased 14% to $86.0 million, compared to $75.7 million in the fourth quarter of 2011.
• Income from operations before interest income and income taxes in the fourth quarter of 2012 increased 8% to $21.4 million, compared to $19.8 million in the same period of 2011.
• Net income for the fourth quarter of 2012 was $13.2 million, or $0.74 per diluted share, compared to $13.0 million, or $0.71 per diluted share, in the same period of 2011.
• American Public University System received approval from The Higher Learning Commission to offer a Bachelor of Science in Electrical Engineering.

Financial and Other Results:

Total revenues for the fourth quarter of 2012 increased 14% to $86.0 million, compared to total revenues of $75.7 million in the fourth quarter of 2011. Income from operations before interest income and income taxes in the fourth quarter of 2012 increased 8% to $21.4 million, compared to $19.8 million in the same period of 2011. Stock-based compensation expense reduced operating income by $947,000 in the fourth quarter of 2012, and $769,000 in the fourth quarter of 2011.

Net income for the fourth quarter of 2012 was $13.2 million, or $0.74 per diluted share, which includes $0.03 per diluted share in stock-based compensation expense, net of tax. This compares to net income of $13.0 million, or $0.71 per diluted share for the fourth quarter of 2011, including $0.03 per diluted share in stock-based compensation expense, net of tax. The weighted average diluted shares outstanding for the fourth quarter of 2012 and 2011 were approximately 17.8 million and 18.2 million, respectively.

For the twelve months ended December 31, 2012, total revenues were $313.5 million, an increase of 20% compared to total revenues of $260.4 million in the same period of 2011. Income from operations before interest income and income tax for the twelve months ended December 31, 2012 increased to $68.8 million, compared to $62.9 million in the same period of 2011. Stock-based compensation expense reduced each period's operating income by $3.8 million and $3.2 million, respectively.

Net income for the twelve months ended December 31, 2012 increased to $42.3 million, or $2.35 per diluted share, which includes $0.13 per diluted share in stock-based compensation expense, net of tax. This compares to net income of $40.8 million, or $2.23 per diluted share in the same period of 2011, including $0.11 per diluted share in stock-based compensation expense, net of tax. Net income for the full year 2011 included a tax benefit of approximately $1.8 million, or $0.10 per diluted share, resulting from state tax, and research and development tax credits recorded during the third quarter of 2011. The weighted average diluted shares outstanding for the twelve months ended December 31, 2012 and 2011 were approximately 18.0 million and 18.3 million, respectively.

Total cash and cash equivalents as of December 31, 2012 were approximately $114.9 million with no long-term debt. Cash from operations for the twelve months ended December 31, 2012 was approximately $52.9 million, compared to $70.4 million in the same period of 2011. Capital expenditures were approximately $35.0 million for the twelve months ended December 31, 2012, compared to $24.9 million in the prior year period. Depreciation and amortization was $11.1 million for the twelve months ended December 31, 2012 and $9.2 million for the same period of 2011.

Net Course Registrations:
For the three months ended December 31,
	2012	2011	% Change
Net Course Registrations by New Students	22,600	24,600	-8%
Net Course Registrations	105,300	95,800	10%
For the twelve months ended December 31,
	2012	2011	% Change
Net Course Registrations by New Students	86,700	85,200	2%
Net Course Registrations	402,200	343,700	17%

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. Net course registrations and net course registration growth rates include registrations for certain one-credit courses (non-lab courses) and other non-credit registrations in the current and prior year periods.

First Quarter 2013 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 2013 net course registrations by new students to decline between -7% and -5% year-over-year; net course registrations to increase between approximately 7% and 10% year-over-year; revenues to increase between approximately 9% and 13% over the prior year period; and net income to be between $0.55 and $0.58 per diluted share.

Webcast:

A live webcast of the Company’s fourth quarter and full-year 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 approximately 127,000 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 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, 2012 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,
	2012			2011
	(Unaudited)
Revenues	$	86,000		$	75,667
Costs and expenses:
Instructional costs and services		29,654			26,152
Selling and promotional		16,485			12,403
General and administrative		15,424			14,769
Depreciation and amortization		3,015			2,500
Total costs and expenses		64,578			55,824
Income from operations before interest income and income taxes		21,422			19,843
Interest income, net		118			22
Income before income taxes		21,540			19,865
Income tax expense		8,279			6,880
Investment, net of taxes		(86	)		-
Net income	$	13,175		$	12,985
Net Income per common share:
Basic		0.73		$	0.73
Diluted		0.74		$	0.71
Weighted average number of common shares:
Basic		18,019			17,844
Diluted		17,836			18,226

American Public Education, Inc.
Consolidated Statement of Income
(In thousands, except per share data)
	Twelve Months Ended
	December 31,
	2012			2011
	(Unaudited)
Revenues	$	313,516		$	260,377
Costs and expenses:
Instructional costs and services		110,192			95,216
Selling and promotional		59,761			44,713
General and administrative		63,615			48,350
Depreciation and amortization		11,146			9,239
Total costs and expenses		244,714			197,518
Income from operations before interest income and income taxes		68,802			62,859
Interest income, net		135			109
Income before income taxes		68,937			62,968
Income tax expense		26,528			22,211
Investment, net of taxes		(86	)		-
Net income	$	42,323		$	40,757
Net Income per common share:
Basic	$	2.38		$	2.28
Diluted	$	2.35		$	2.23
Weighted average number of common shares:
Basic		17,772			17,877
Diluted		18,041			18,295

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

EX-99.2

Exhibit 99.2

FOURTH QUARTER 2012 CONFERENCE CALL February 28, 2013

2 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 sometimes 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 2013 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, 2012 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.

3 Fourth Quarter 2012 Highlights: AMU’s leadership within the Military and Veteran communities continues. New Public-Service Partnerships: Several State Police Chief Organizations Canadian Association of Fire Chiefs International Association of Health and Hospital Safety Professionals Society of Industrial Security Professionals Initiated a new outreach campaign for APUS’s RN to B.S. in Nursing degree, which recently received CCNE accreditation. APUS received approval from The Higher Learning Commission to offer a Bachelor of Science in Electrical Engineering. For twelve months ending December 31, 2012 Net Course Registrations by Primary Funding Source Cash & Other 13% FSA/Title IV 36% Military/TA 38% VA 13%

4 Year 2012 Accomplishments Expanding Existing Strengths Several Major Awards & Rankings#22 Online School - U.S. News & World Reports#1 Most Popular School – Military Times Magazine Completed DoD’s Third Party Assessment New & Expanded Relationships Walmart (for U.S. Associates) & New Horizons SAIC, NFL Players Association, and Community Colleges, among many.Invested in Operational Improvements Fraud and Abuse Preventione Press and FSA Automation Opened Energy-Efficient Facility  54% CAGR

5 Building Reputational Capital Through Academic Quality  Advancing Education Technology – through continued investments in classroom software, simulations, rich media, and a mobile learning environment. Expanding ePress – to combat the rising cost of textbooks and offer students more options, APUS selected ED MAP and VitalSource as course material providers. Focus on Teaching Excellence - established new standards to enhance student/teacher interaction, and expanded the number of faculty directors to provide greater oversight and guidance to faculty. Broaden Instructional Design – completed a comprehensive course evaluation paving the way for greater course consistency and new programs. Classroom Pilot Programs - resulted in improved course quality, new instructional designs, more effective practices, and a renewed interest in cohort-based learning.

6 Long-Term Focus on FundamentalsCreates Tremendous Social and Economic Value Award Winning Academic Quality Recognized for Best Practices in Online Learning Industry Leading Affordability Diverse Array of Academic Programs Innovative Campus (PAD) & Classroom Technology  Relationship Oriented Approach to Awareness Growing List of Relationships Corporations, Associations, Community Colleges, Universities and Government AgenciesExceptional Academic and Operational LeadershipStrong Balance Sheet and Free Cashflow  Academic Assets Reputational Capital Financial Assets Technology Assets Human Capital Intellectual Property APEI’s Value Portfolio

7 American Public Education, Inc.A Passion for Higher Learning and Affordable Access, with a Strong Spirit of Innovation.

8 Fourth Quarter 2012 Financial Highlights: Revenues increased 14% to $86.0 million, compared to the fourth quarter of 2011.Income from operations before interest income and income taxes increased 8% to $21.4 million, compared to the fourth quarter of 2011.As a percent of revenue, general and administrative expenses declined to 17.9% of revenue, compared to 19.5% of revenue in the fourth quarter of 2011.Bad debt expense declined to 3.5% of revenue, compared to 4.3% of revenue in the fourth quarter of 2011.Net income was $13.2 million or approximately $0.74 per diluted share.Cash and cash equivalents of $114.9 million with no long-term debt. During the fourth quarter 2012, 83,855 shares were repurchased.

9 Full-Year 2012 Financial Highlights: Revenues increased 20% to $313.5 million, compared to the same period of 2011. Income from operations before interest income and income taxes increased approximately 10% to $68.8 million, compared to same period of 2011. Net income was $42.3 million or approximately $2.35 per diluted share. For the twelve months ending December 31, 2012, total cash from operations was approximately $52.9 million. Capital expenditures for the year 2012 was approximately $35.0 Million. For the full-year 2012, a total of 493,491 shares were repurchased.

10 First Quarter 2013 Outlook: The following statements are based on current expectations. These statements are forward-looking and actual results may differ materially. Approximate Growth (y/y) Net course registration growth by new students -7% to -5% Net course registration growth 7% to 10% Revenue growth 9% to 13% First Quarter Earnings per diluted share $0.55 to $0.58 10 Considerations for Full-Year 2013: APEI currently expects revenue growth, margin expansion,  and share repurchases to drive higher earnings per diluted share. Capital expenditures are currently expected to be lower than the prior year, as a result of reduced capital spending on administrative facilities.

11 Expand Presence in Military & Civilian CommunitiesIncreasing focus on relationships and referrals Programmatic focus on high-demand fields  Build New Relationships & Diversify Revenue Sources Corporations, associations, community colleges, and government agenciesExpand international and corporate training opportunitiesFurther develop “school as a service” offerings Develop Operational Efficiencies & Innovative Technologies Expand ePress Initiative to combat textbook inflation Optimize financial aid processing Advance academic and distance learning innovations Business & Operational Goals for 2013 Leveraging Unique Strengths and Expanding Opportunities International Outreach Corporate, Agencies &  Professional Associations Education Hosting Universities &Community Colleges Educational Vendors (ex: New Horizons) Support Services Non-Degree Credentialing  New Markets & Segments (ex: Corporate Training) APEI

FOURTH QUARTER 2012 CONFERENCE CALL February 28, 2013

EX-99.3

Exhibit 99.3

American Public Education, Inc. 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’ mission is to provide quality higher education with emphasis on educating the nation’s military and public service communities by offering respected, relevant, accessible and affordable, student-focused online programs, which prepare them for service and leadership in a diverse, global society. American Public University System is accredited by The Higher Learning Commission and is a member of the North Central Association of Colleges and Schools (NCA), www.ncahlc.org. APUS REGISTRATIONS For the three months ended December 31, 2012 2011 % Change Net Course Registrations by New Students 22,600 24,600 -8%  Net Course Registrations 105,300 95,800 10% For the twelve months ended December 31, 2012 2011 % Change Net Course Registrations by New Students 86,700 85,200 2% Net Course Registrations 402,200 343,700 17% APUS REGISTRATIONS BY PRIMARY FUNDING SOURCE For the twelve months ended December 31, 2012 % of Total Federal Student Aid (Title IV) 36%  Department of Defense Tuition Assistance (TA) 38% Veteran’s Benefits (VA) 13% Cash & Other Sources 13% FINANCIAL METRICS (in millions, except per share data) Three Months Ended 12/31/2012 12/31/2011 Revenues $86.0 $75.7 Net Income $13.2 $13.0 Diluted EPS (per diluted share) $ 0.74 $0.71 Balance Sheet, as of 12/31/2012 12/31/2011 Cash & Equiv. $ 114.9 $ 119.0 Total Assets $236.6 $198.9 Total Corp. Debt $ 0 $ 0Full Year Ended 12/31/2012 12/31/2011 Revenues $313.5 $260.4 Net Income $ 42.3 $ 40.8 Diluted EPS $ 2.35 $ 2.23 AFFORDABLE TUITION Undergraduate Tuition: $250/credit hour Graduate Tuition: $325/credit hour Avg. Age: 32 years Avg. Undergraduate Class Size: 16 students Gender Ratio: 66 male/34 female Avg. Courses Per Year: 3 Military/4 CivilianFaculty: 430 Full-Time/1,570 AdjunctStaff: 930 Full-Time/20 Part-Time AMU & APU GRADUATES 27,000+ Alumni 7,600 ’02 ’03 ’04 ’05 ’06 ’07 ’08 ’09 ’10 ’11 ’12 100 800 600 300 6,100 4,600 2,000 3,300 1,600 1,100 UNIVERSITY PROFILE As of December 31, 2012 Enrollment by degree level– Associates – Bachelors – MastersEnrollment by school– 21%–Arts & Humanities – 21%–Public Service & Health – 17%–Security & Global Studies – 14%–Management – 12%–Business – 11%–Science & Technology – 4%–Education Enrollment by status– Military – Civilian 43%57% TICKER: APEI EXCHANGE: NASDAQ IPO DATE/PRICE: Nov 11, 2007 @ $20*Represents returning undergraduate students from 2010 conferrals. NOTE: Past performance is not indicative of future results. Additional information, including important details about risk factors, can be found in the company’s filings with the U.S. Securities and Exchange Commission, www.sec.gov.FACT SHEET: December 2012 Contact Chris Symanoskie 703-334-3880 or csymanoskie@apus.edu. OF APUS UNDERGRADUATE ALUMNI RETURN FOR SECOND DEGREE*50%+ OF APUS STUDENTS REFERRED BY OTHERS 40%+ 23% 18% 59% 17% 21% 21% 14% 12% 11% 4%