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 26, 2015
(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 26, 2015, American Public Education, Inc. issued a press release reporting financial results for the three and twelve months ended December 31, 2014.  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 26, 2015 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 26, 2015, reporting financial results for the three and twelve months ended December 31, 2014.
	99.2	American Public Education, Inc. slides for February 26, 2015 conference call and webcast for the three and twelve months ended December 31, 2014.
	99.3	American Public Education, Inc. fact sheet posted to its investor relations website on February 26, 2015.

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 26, 2015	By:	/s/ Richard W. Sunderland, Jr.
			Richard W. Sunderland, Jr., Executive Vice
			President and Chief Financial Officer

EXHIBIT INDEX

99.1	American Public Education, Inc. press release dated February 26, 2015, reporting financial results for the three and twelve months ended December 31, 2014.
99.2	American Public Education, Inc. slides for February 26, 2015 conference call and webcast for the three and twelve months ended December 31, 2014.
99.3	American Public Education, Inc. fact sheet posted to its investor relations website on February 26, 2015.

EX-99.1

Exhibit 99.1

American Public Education Reports Fourth Quarter and Full Year 2014 Results

CHARLES TOWN, W.Va.--(BUSINESS WIRE)--February 26, 2015--American Public Education, Inc. (NASDAQ:APEI) – parent company of online learning provider American Public University System (APUS) and campus-based Hondros College of Nursing – announced financial results for the quarter and year ended December 31, 2014.

Recent Results:

• Fourth quarter 2014 revenues increased 10% to $91.3 million, compared to $82.9 million in the same period of 2013.
• Income from operations before interest income and income taxes in the fourth quarter of 2014 increased 28% to $18.6 million, compared to $14.5 million in the same period of 2013.
• Net income for the fourth quarter of 2014 increased to $11.8 million, or $0.68 per diluted share, compared to $9.0 million, or $0.51 per diluted share, in the same period of 2013.
• At American Public University System, net course registrations in the fourth quarter of 2014 increased approximately 7% year-over-year and net course registrations by new students in the fourth quarter of 2014 decreased approximately 6% year-over-year.
• As of December 31, 2014, active student enrollment at American Public University System decreased 1% to 111,000 students, compared to 112,400 students at December 31, 2013.
• American Public University System undergraduate programs ranked in top 10 percent in U.S. News & World Report 2015 National Online Rankings – advancing seven places over its 2014 ranking to #27 nationally out of 292 schools.
• As of December 31, 2014, student enrollment at Hondros College of Nursing increased approximately 11% to 1,470 students, compared to 1,330 students as of December 31, 2013.

Financial Results:

Total revenues for the fourth quarter of 2014 increased 10% to $91.3 million, compared to total revenues of $82.9 million in the fourth quarter of 2013. Income from operations before interest income and income taxes in the fourth quarter of 2014 was $18.6 million, compared to $14.5 million in the fourth quarter of 2013. Net income for the fourth quarter of 2014 was $11.8 million, or $0.68 per diluted share, compared to net income of $9.0 million, or $0.51 per diluted share for the fourth quarter of 2013. The weighted average diluted shares outstanding for the fourth quarter of 2014 and 2013 were approximately 17.4 million and 17.8 million, respectively.

For the twelve months ended December 31, 2014, total revenues increased 6% to $350.0 million, compared to total revenues of $329.5 million in the prior year period. Income from operations before interest income and income taxes for the twelve months ended December 31, 2014 was $65.8 million, compared to $67.4 million in the prior year period. Net income for the twelve months ended December 31, 2014 was $40.9 million, or $2.33 per diluted share, compared to net income of $42.0 million, or $2.35 per diluted share in the prior year period. The weighted average diluted shares outstanding for the twelve months ended December 31, 2014 and 2013 were approximately 17.5 million and 17.9 million, respectively.

On November 1, 2013, APEI acquired National Education Seminars, Inc. (referred to as Hondros College of Nursing); therefore, the consolidated results for the months and periods prior to November 1, 2013 do not include any results from the Hondros College of Nursing Segment.

Total cash and cash equivalents as of December 31, 2014 were approximately $115.6 million with no long-term debt. Capital expenditures were approximately $24.6 million for the twelve months ended December 31, 2014, compared to $20.6 million in the prior year period. Depreciation and amortization was $16.1 million for the twelve months ended December 31, 2014, compared to $13.5 million for the same period of 2013.

Enrollments and Registrations:

American Public University System
For the three months ended December 31,	2014	2013	% Change
Net Course Registrations by New Students	19,000	20,300	-6%
Net Course Registrations	101,800	95,400	7%
For the twelve months ended December 31,
Net Course Registrations by New Students	73,100	79,300	-8%
Net Course Registrations	403,900	409,700	-1%
As of December 31,
Active Student Enrollment	111,000	112,400	-1%
Hondros College of Nursing1
As of December 31,	2014	2013	% Change
New Student Enrollment	590	510	16%
Total Student Enrollment	1,470	1,330	11%

Net course registrations represent the aggregate number of courses for which students remain enrolled after the date by which they may drop a course without financial penalty. Student enrollment represents the number of students enrolled in one or more courses after the date by which they may drop the course without financial penalty.

¹ Hondros College of Nursing was acquired by APEI, effective November 1, 2013.

First Quarter 2015 Outlook:

The following statements are based on American Public Education’s 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 2015 consolidated revenues to decrease between approximately 5% and 3% year-over-year, compared to the prior year period of 2014. The Company expects consolidated net income of between $0.46 and $0.50 per diluted share in the first quarter of 2015.

American Public Education also expects the following results from its subsidiaries in the first quarter of 2015:

• At American Public University System, net course registrations by new students are expected to decrease between 18% and 13% year-over-year and net course registrations are expected to decrease between 7% and 4% year-over-year.
• At Hondros College of Nursing, new student enrollment increased by approximately 14% year-over-year in the first quarter of 2015.

Webcast:

A live webcast of the Company’s fourth quarter and full year 2014 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.

About American Public Education

American Public Education, Inc. (NASDAQ: APEI) is a leading provider of higher learning dedicated to preparing students all over the world for excellence in service, leadership and achievement. The Company offers respected, innovative and affordable academic programs and services to students, universities and partner organizations through wholly owned subsidiaries: American Public University System (APUS) and National Education Seminars Inc., which we refer to in this press release as Hondros College of Nursing. Together, these institutions serve more than 112,000 adult learners worldwide and offer more than 100 degree programs in fields ranging from homeland security, military studies, intelligence, and criminal justice to technology, business administration, public health, nursing and liberal arts. For additional information, please visit http://AmericanPublicEducation.com.

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," “seek,” "could," "estimate," "expect," "intend," "may," "should," "will" and "would.” These forward-looking statements include, without limitation, statements regarding expected growth, expected registration and enrollments, 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, 2014 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,
	2014		2013
	(Unaudited)
Revenues	$	91,297	$	82,937
Costs and expenses:
Instructional costs and services		31,594		29,033
Selling and promotional		17,232		17,114
General and administrative		19,626		18,660
Depreciation and amortization		4,220		3,613
Total costs and expenses		72,672		68,420
Income from operations before interest income and income taxes		18,625		14,517
Interest income, net		84		80
Income before income taxes		18,709		14,597
Income tax expense		6,773		5,640
Equity investment loss, net of taxes		139		40
Net income	$	11,797	$	8,997
Net Income per common share:
Basic	$	0.69	$	0.51
Diluted	$	0.68	$	0.51
Weighted average number of common shares:
Basic		17,209		17,557
Diluted		17,350		17,799
	Three Months Ended
Segment Information:	December 31,
	2014		2013
Revenues:
American Public Education, Inc.	$	83,045	$	79,136
Hondros College of Nursing	$	8,252	$	3,801
Income from operations before interest income and income taxes:
American Public Education, Inc.	$	17,465	$	14,241
Hondros College of Nursing	$	1,169	$	276

American Public Education, Inc.
Consolidated Statement of Income
(In thousands, except per share data)
	Twelve Months Ended
	December 31,
	2014		2013
	(Audited)
Revenues	$	350,020	$	329,479
Costs and expenses:
Instructional costs and services		123,765		112,784
Selling and promotional		69,229		65,687
General and administrative		75,073		70,063
Depreciation and amortization		16,121		13,508
Total costs and expenses		284,188		262,042
Income from operations before interest income and income taxes		65,832		67,437
Interest income, net		361		309
Income before income taxes		66,193		67,746
Income tax expense		25,150		25,645
Equity investment loss, net of taxes		(166)		(67)
Net income	$	40,877	$	42,034
Net Income per common share:
Basic	$	2.36	$	2.38
Diluted	$	2.33	$	2.35
Weighted average number of common shares:
Basic		17,357		17,656
Diluted		17,543		17,921
	Twelve Months Ended
Segment Information:	December 31,
	2014		2013
Revenues:
American Public Education, Inc.	$	319,879	$	325,678
Hondros College of Nursing	$	30,141	$	3,801
Income from operations before interest income and income taxes:
American Public Education, Inc.	$	62,499	$	67,161
Hondros College of Nursing	$	3,333	$	276

On November 1, 2013, APEI acquired National Education Seminars, Inc. (referred to as Hondros College of Nursing); therefore, the consolidated results for the months and periods prior to November 1, 2013 do not include any results from the Hondros College of Nursing Segment.

CONTACT:
American Public Education, Inc.
Richard W. Sunderland, Jr., CPA, 304-885-5371
Executive Vice President and Chief Financial Officer
or
Christopher L. Symanoskie, 703-334-3880
Vice President, Investor Relations

EX-99.2

Exhibit 99.2

Fourth  Quarter  and  Full  Year 2014 Financial Results Conference Call February 26, 2015

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 can be identified by words such as “anticipate", “believe”, “seek”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “should”, “will” and “would”. These forward-looking statements include, without limitation, statements regarding expected growth, expected registration and enrollments, expected revenues, expected earnings and plans with respect to the game-based learning company. 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, 2014 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.

Moving Forward YEAR 2014 HIGHLIGHTS SUCCESSES IN A CHALLENGING ENVIRONMENT • Academic Quality: APUS advanced academic quality initiatives and student retention pilot programs • New Programs: APUS added degrees in Cybersecurity, Electrical Engineering, Public Policy and a dual master’s degree in Homeland Security and Emergency & Disaster Management • Recent Graduates: APUS conferred more than 10,400 degrees; alumni base exceeds 46,000 graduates • Growing Recognition: APUS undergraduate programs ranked top 10% in U.S. News & World Report 2015 National Online Rankings; Military Times magazine ranked AMU #1 at serving active duty military and #9 at serving veterans • Successful Nursing Programs: Increased enrollment at Hondros College of Nursing • New Outreach: APU launched international pilot 3 Moving Forward +45% of New APUS Students Referred by Others +45% of APUS Graduates Return for Second Degree Employers of APUS Alumni: 93% Would Hire Another AMU/APU Graduate 89% Feel AMU/APU Graduates Possess Field Specific Academic Skills APUS tuition, fees and books 20% less than average in-state rates published by public universities

FOURTH QUARTER 2014 RESULTS CONTINUED EXECUTION OF STRATEGIC PLAN • In the fourth quarter of 2014, APUS continued to experience year-over-year declines in net course registrations by students using Federal Student Aid. • However, net course registrations by new students using Military Tuition Assistance, GI Bill/Veteran benefits and Cash/Other Sources increased, compared to the prior year period. • APUS expanded retention projects, including Clearpath and classroom interventions, to further improve student success. • New student enrollment at Hondros College of Nursing increased 16%, compared to the prior year period.    Pay Type Full Year 2014 Growth VA +9% Military/TA +1% Cash & Other -4% FSA/Title IV -7% For twelve months ending December 31, 2014 APUS Net Course 5- Registrations by Primary Funding Source Cash & Other 11% FSA/Title IV 36% Military/TA 35% VA 18% 4 Moving Forward

ADVANCING THE LEARNING PLATFORM; SEEKING NEW OPPORTUNITIES Key Initiatives: • Expand successful student persistence pilots, including ClearPath • Tuition increase; tuition grant for active duty military (2H2015) • Further improve brand positioning with differential pricing (2016) • Implement admissions standards (2Q2015) • Multiple disbursements in Federal Student Aid (2H2015) • Build and expand strategic relationships and international outreach 5 Moving Forward Differentiated & Advanced Learning Experience – On Online/On Campus: • Develop and enhance the student experience through new rich media, simulation, gamification, adaptive learning and blended models New Academic Fields and Markets: • Increase programmatic diversification of APUS/HCON • Expand international pilot • Enter new markets/segments such as nursing and healthcare APEI LONG-TERM STRATEGY 2015 FOCUS ON ENHANCED POSITIONING FINANCIAL RESULTS SUMMARY

FOURTH QUARTER 2014 • Revenues increased 10% to $91.3 million, compared to the prior year period. • Overall operating margins increased in the fourth quarter of 2014: • Instructional costs and services as a percentage of revenue decreased to 34.6%, compared to 35.0% in the prior year period. • Selling and promotional expenses decreased as a percent of revenue to 18.9%, compared to 20.6% in the prior year period. • General and administrative expenses as a percentage of revenues decreased to 21.5% compared to 22.5% in the prior period. • Bad debt expense as percent of revenue increased to 5.5%, compared to 4.9% in the prior year period. • Income from operations before interest income and income taxes increased 28% to $18.6 million, compared to $14.5 million in the prior year period. • Net income increased to $11.8 million or approximately $0.68 per diluted share, compared to the prior year period. • Cash and cash equivalents increased to $115.6 million with no long-term debt. 6 Moving Forward On November 1, 2013, APEI acquired National Education Seminars, Inc. (referred to as Hondros College of Nursing), therefore the consolidated results from the Hondros College of Nursing segment do not include results from the month of October 2013.

FIRST QUARTER 2015 FINANCIAL AND OPERATIONAL OUTLOOK The following statements are based on current expectations. These statements are forward-looking and actual results may differ materially. Approximate Change (y/y) APUS Net course registrations by new students -18% to -13% APUS Net course registrations -7% to -4% HCON New student enrollment Approx. +14% Total revenues -5% to -3% Total net income per diluted share $0.46 to $0.50 First Quarter 2015 7 Moving Forward

Fourth Quarter 2014 Financial Results Conference Call February 26, 2015

APPENDIX I. FOURTH QUARTER 2014 EXPENSE RATIOS The table below includes a summary of expenses as a percent of revenue for our operating segments: 9 Moving Forward 2014 2013 2014 2013 2014 2013 Revenues 100% 100% 100% 100% 100% 100% Costs and expenses: Instructional costs and services 32.0% 34.6% 60.9% 42.8% 34.6% 35.0% Selling and promotional 20.1% 21.1% 6.9% 10.0% 18.9% 20.6% General and administrative 22.2% 21.9% 14.3% 35.5% 21.5% 22.5% Depreciation and amortization 4.7% 4.4% 3.6% 4.3% 4.6% 4.4% Total costs and expenses 79.0% 82.0% 85.8% 92.6% 79.6% 82.5% HCON SEGMENT (Unaudited) CONSOLIDATED Three Months Ended December 31, APEI SEGMENT (Unaudited) (Unaudited) On November 1, 2013, APEI acquired National Education Seminars, Inc. (referred to as Hondros College of Nursing), therefore the consolidated results from the Hondros College of Nursing segment do not include results from the month of October 2013.

EX-99.3

Exhibit 99.3

American Public Education, Inc. (NASDAQ: APEI) is a leading education services provider founded to prepare adult learners for service and leadership in a diverse global economy. The Company offers respected, innovative and affordable educational programs and services to students, universities and partner organizations through wholly owned subsidiaries: American Public University System (APUS) and Hondros College of Nursing. Together, these institutions serve more than 112,000 adult learners worldwide and offer over 100 degree programs in fields ranging from homeland security, military studies, intelligence, and criminal justice to technology, business administration, public health, nursing and liberal arts. American Public University System is accredited by the Higher Learning Commission (HLC), www.ncahlc.org, 312-263-0456. Hondros College of Nursing is accredited by the Accrediting Council for Independent Colleges and Schools (ACICS), 750 First Street, NE Suite 980, Washington, DC 20002 (www.acics.org, 202-336-6780). HLC and ACICS are accrediting agencies recognized by the U.S. Department of Education and the Council for Higher Education Accreditation. APEI STRATEGY Our strategy builds on the core strengths of quality, affordability and innovation, which have helped establish our reputation for best practices in higher education. Moving forward, our plan is to continue expanding our presence in military, civilian and nursing communities primarily through building relationships and referrals. As the higher education landscape changes, we will support the success of our students through technological innovation. In addition, we plan to expand our program offerings, especially in high-demand fields, and we will actively pursue promising new frontiers in education through strategic partnerships, investments and acquisitions.   NOTE: Past performance is not indicative of future results. Additional information, including important details Contact Chris Symanoskie about risk factors, can be found in the company’s filings with the U.S. Securities and Exchange Commission, Vice President, Investor Relations www.sec.gov. 703-334-3880 or csymanoskie@apus.edu   AMERICAN PUBLIC UNIVERSITY SYSTEM  An online institution of higher learning serving the needs of military, public service and civilian communities through American Military University (AMU) and American Public University (APU). ENROLLMENT AND REGISTRATIONS For the three months ended December 31,  2014  2013  % Change   Net Course Registrations by New Students  19,000  20,300  -6%   Net Course Registrations  101,800  95,400  7%   For the twelve months ended December 31,  2014  2013  % Change    Net Course Registrations by New Students Net Course Registrations Active Student Enrollment 73,100 79,300 -8% 403,900 409,700 -1% 111,000 112,400 -1% Net course registrations represent the aggregate number of courses for which students remain enrolled after the date by which they may drop a course without financial penalty. Student enrollment represents the number of students enrolled in one or more courses after the date by which they may drop the course without financial penalty.   REGISTRATIONS BY PRIMARY FUNDING SOURCE For the twelve months ended December 31, 2014   ¦ Federal Student Aid (Title IV) ¦  Department of Defense Tuition Assistance (TA)   ¦ Veteran’s Benefits (VA)   ¦  Cash & Other Sources     TUITION Combined tuition, fees, and books are roughly 20% less for undergraduate, and 33% less for graduate students than the average in-state rates at a public university.1 AT-A-GLANCE AS OF DECEMBER 31, 2014 Avg. Age of Students: 33 years Avg. Undergraduate Class Size: 19 students Gender Ratio: 63% male/37% female Avg. Courses Per Year: 3 Military/4 Civilian Faculty: 420 Full-Time/1,820 Adjunct Staff: 1,010 Full-Time/20 Part-Time   AMU & APU GRADUATES 10,400 Graduates in 2014 46,000+ Alumni 45%+ of APUS undergraduate alumni return for second degree2 45%+ of APUS students referred by others Enrollment by degree level   ¦ Associates ¦ Bachelors   ¦ Masters    Enrollment by school   ¦ Security & Global Studies ¦  Business   ¦  Arts & Humanities   ¦  Science, Technology, Engineering & Math   ¦  Public Service & Health   ¦  Education     1. For additional details, visit www.amu.apus.edu/tuition-and-finance/tuition-and-fees/   2. Represents returning undergraduate students from 2012 conferrals.   3. Hondros College of Nursing was acquired by APEI, effective November 1, 2013.