UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended June 30, 2009
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number: 000-24799
 THE CORPORATE EXECUTIVE BOARD COMPANY
  Delaware
    
    52-2056410(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification Number)1919 North Lynn StreetArlington, Virginia
    
    22209(Address of principal executive offices)
    
    (Zip Code)
 (571) 303-3000
 Not applicable
 þ o
 o o
  Large
accelerated
filer þAccelerated
filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ




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##### 



THE CORPORATE EXECUTIVE BOARD COMPANY
 INDEX TO FORM 10-Q
 PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets at June 30, 2009 and December 31, 2008
    
    
    3Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2009 and 2008
    
    
    4Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    19PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3. Defaults Upon Senior Securities
    
    
    20Item 4. Submission of Matters to a Vote of Security Holders
    
    
    20Item 5. Other Information
    
    
    21Item 6. Exhibits
    
    
    21
 2




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##### 



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 
 THE CORPORATE EXECUTIVE BOARD COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
 June 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    26,696
    
    
    $
    16,214Marketable securities
    
    
    19,060
    
    
    
    13,545Membership fees receivable, net
    
    
    67,519
    
    
    
    127,007Deferred income taxes, net
    
    
    10,460
    
    
    
    12,459Deferred incentive compensation
    
    
    9,831
    
    
    
    12,621Prepaid expenses and other current assets
    
    
    9,407
    
    
    
    9,140Total current assets
    
    
    142,973
    
    
    
    190,986Deferred income taxes, net
    
    
    43,315
    
    
    
    41,427Marketable securities
    
    
    27,611
    
    
    
    46,344Property and equipment, net
    
    
    94,680
    
    
    
    109,133Goodwill
    
    
    27,005
    
    
    
    26,392Intangible assets, net
    
    
    14,732
    
    
    
    17,266Other non-current assets
    
    
    15,518
    
    
    
    14,644Total assets
    
    $
    365,834
    
    
    $
    446,192Liabilities and stockholders equityCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    37,694
    
    
    $
    66,178Accrued incentive compensation
    
    
    13,538
    
    
    
    25,145Deferred revenues
    
    
    215,909
    
    
    
    264,253Total current liabilities
    
    
    267,141
    
    
    
    355,576Other liabilities
    
    
    68,596
    
    
    
    68,007Total liabilities
    
    
    335,737
    
    
    
    423,583Stockholders equity:Common stock, par value $0.01; 100,000,000 shares
authorized, 43,295,204 and 43,205,367 shares
issued, and 34,128,851 and 34,043,752 shares
outstanding at June 30, 2009 and December 31,
2008, respectively
    
    
    433
    
    
    
    432Additional paid-in capital
    
    
    402,203
    
    
    
    395,434Retained earnings
    
    
    253,927
    
    
    
    254,285Accumulated elements of other comprehensive income
    
    
    1,212
    
    
    
    55Treasury stock, at cost, 9,166,353 and 9,161,615
shares at June 30, 2009 and December 31, 2008,
respectively
    
    
    (627,678
    )
    
    
    (627,597
    )Total stockholders equity
    
    
    30,097
    
    
    
    22,609Total liabilities and stockholders equity
    
    $
    365,834
    
    
    $
    446,192
  3




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##### 



THE CORPORATE EXECUTIVE BOARD COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
 Three months ended June 30,
    
    
    Six months ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    110,695
    
    
    $
    141,173
    
    
    $
    228,135
    
    
    $
    279,196Costs and expenses:Cost of services
    
    
    37,951
    
    
    
    46,391
    
    
    
    76,228
    
    
    
    92,484Member relations and marketing
    
    
    31,729
    
    
    
    41,106
    
    
    
    66,539
    
    
    
    83,446General and administrative
    
    
    14,891
    
    
    
    23,083
    
    
    
    30,627
    
    
    
    43,092Depreciation and amortization
    
    
    6,263
    
    
    
    5,183
    
    
    
    12,236
    
    
    
    10,745Costs associated with exit activities
    
    
    11,518
    
    
    
    
    
    
    
    11,518
    
    
    
    Restructuring costs
    
    
    4,244
    
    
    
    
    
    
    
    5,188
    
    
    
    Total costs and expenses
    
    
    106,596
    
    
    
    115,763
    
    
    
    202,336
    
    
    
    229,767Income from operations
    
    
    4,099
    
    
    
    25,410
    
    
    
    25,799
    
    
    
    49,429Other income, net
    
    
    4,144
    
    
    
    941
    
    
    
    4,234
    
    
    
    1,639Income before provision for income taxes
    
    
    8,243
    
    
    
    26,351
    
    
    
    30,033
    
    
    
    51,068Provision for income taxes
    
    
    3,297
    
    
    
    10,540
    
    
    
    12,015
    
    
    
    20,427Net income
    
    $
    4,946
    
    
    $
    15,811
    
    
    $
    18,018
    
    
    $
    30,641Earnings per share:Basic
    
    $
    0.15
    
    
    $
    0.46
    
    
    $
    0.53
    
    
    $
    0.89Diluted
    
    $
    0.14
    
    
    $
    0.46
    
    
    $
    0.53
    
    
    $
    0.89Dividends per share
    
    $
    0.10
    
    
    $
    0.44
    
    
    $
    0.54
    
    
    $
    0.88Weighted average shares outstanding:Basic
    
    
    34,105
    
    
    
    34,046
    
    
    
    34,081
    
    
    
    34,383Diluted
    
    
    34,276
    
    
    
    34,170
    
    
    
    34,190
    
    
    
    34,516
  4




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##### 



THE CORPORATE EXECUTIVE BOARD COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Six months endedJune 30,2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    18,018
    
    
    $
    30,641Adjustments to reconcile net income to net cash flows provided by operating activities:Costs associated with exit activities
    
    
    11,518
    
    
    
    Depreciation and amortization
    
    
    12,236
    
    
    
    10,745Share-based compensation
    
    
    6,320
    
    
    
    6,141Deferred income taxes
    
    
    (2,486
    )
    
    
    (134
    )Amortization of marketable securities premiums, net
    
    
    342
    
    
    
    363Changes in operating assets and liabilities:Membership fees receivable, net
    
    
    59,488
    
    
    
    68,123Deferred incentive compensation
    
    
    2,790
    
    
    
    2,110Prepaid expenses and other current assets
    
    
    (267
    )
    
    
    197Other non-current assets
    
    
    (874
    )
    
    
    185Accounts payable and accrued liabilities
    
    
    (27,954
    )
    
    
    (13,724
    )Accrued incentive compensation
    
    
    (11,607
    )
    
    
    (7,698
    )Deferred revenues
    
    
    (48,344
    )
    
    
    (27,801
    )Other liabilities
    
    
    587
    
    
    
    1,953Net cash flows provided by operating activities
    
    
    19,767
    
    
    
    71,101Cash flows from investing activities:Purchases of property and equipment, net
    
    
    (3,914
    )
    
    
    (31,498
    )Acquisition of business
    
    
    (168
    )
    
    
    Sales and maturities of marketable securities, net
    
    
    12,805
    
    
    
    7,810Net cash flows provided by (used in) investing activities
    
    
    8,723
    
    
    
    (23,688
    )Cash flows from financing activities:Proceeds from the exercise of common stock options
    
    
    
    
    
    
    100Proceeds from the issuance of common stock under the employee stock purchase plan
    
    
    450
    
    
    
    778Purchase of treasury shares
    
    
    (81
    )
    
    
    (41,804
    )Payment of dividends
    
    
    (18,377
    )
    
    
    (30,004
    )Net cash flows used in financing activities
    
    
    (18,008
    )
    
    
    (70,930
    )Net increase (decrease) in cash and cash equivalents
    
    
    10,482
    
    
    
    (23,517
    )Cash and cash equivalents, beginning of period
    
    
    16,214
    
    
    
    47,585Cash and cash equivalents, end of period
    
    $
    26,696
    
    
    $
    24,068
  5




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##### 



THE CORPORATE EXECUTIVE BOARD COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Note 1. Description of operations
  Note 2. Basis of presentation
   Note 3. Recent accounting pronouncements
 Recently adopted
 Subsequent Events
 Determining Fair Value When the Volume and Level
of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly Fair Value Measurements
 Interim
Disclosures about Fair Value of Financial Instruments Disclosures about Fair Value of Financial
Instruments
 Recognition of Presentation of
Other-Than-Temporary Impairments
 6




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##### 



Disclosures about
Derivative Instruments and Hedging Activities  an amendment of FASB Statement No. 133 Accounting for Derivative Instruments and
Hedging Activities
 Business Combinations
 Fair Value
Measurements
 Not yet adopted
 The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a
replacement of FASB Statement No. 162
 Note 4. Fair value
 Financial Instruments
  Measurements
  
 7




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##### 




    
    Level 2  Observable inputs other than quoted prices included in Level 1, such as quoted
prices for similar assets and liabilities in active markets, quoted prices for identical or
similar assets and liabilities in markets that are not active, or other inputs that are
observable or can be corroborated by observable market data.
 
    
    Level 3  Unobservable inputs that are supported by little or no market activity and that
are significant to the fair value of the assets or liabilities. This includes certain pricing
models, discounted cash flow methodologies and similar techniques that use significant
unobservable inputs.
  Fair Valueas of
    
    Fair Value Measurements atJune 30,
    
    Reporting Date Using2009
    
    Level 1
    
    Level 2
    
    Level 3Financial assetsCash and cash equivalents
    
    $
    26,696
    
    
    $
    26,696
    
    
    $
    
    
    
    $
    Available-for-sale marketable securities
    
    
    46,671
    
    
    
    46,671
    
    
    
    
    
    
    
    Variable insurance products held in a Rabbi Trust
    
    
    11,838
    
    
    
    
    
    
    
    11,838
    
    
    
    Forward currency contracts
    
    
    101
    
    
    
    
    
    
    
    101
    
    
    
    
 Non-financial assets and liabilities
  Note 5. Marketable securities
  June 30, 2009Gross
    
    
    GrossMarket
    
    
    Amortized
    
    
    Unrealized
    
    
    UnrealizedValue
    
    
    Cost
    
    
    Gains
    
    
    LossesU.S. Treasury notes
    
    $
    12,972
    
    
    $
    12,706
    
    
    $
    266
    
    
    $
    Washington D.C. tax exempt bonds
    
    
    33,699
    
    
    
    32,251
    
    
    
    1,448
    
    
    
    Total marketable securities
    
    $
    46,671
    
    
    $
    44,957
    
    
    $
    1,714
    
    
    $
    
 December 31, 2008Gross
    
    
    GrossMarket
    
    
    Amortized
    
    
    Unrealized
    
    
    UnrealizedValue
    
    
    Cost
    
    
    Gains
    
    
    LossesU.S. Treasury notes
    
    $
    25,845
    
    
    $
    25,365
    
    
    $
    480
    
    
    $
    Washington D.C. tax exempt bonds
    
    
    34,044
    
    
    
    32,739
    
    
    
    1,383
    
    
    
    78Total marketable securities
    
    $
    59,889
    
    
    $
    58,104
    
    
    $
    1,863
    
    
    $
    78
  June 30, 2009Fair Market
    
    
    AmortizedValue
    
    
    CostLess than one year
    
    $
    19,060
    
    
    $
    18,621Matures in 1 to 5 years
    
    
    24,594
    
    
    
    23,323Matures in 6 to 10 years
    
    
    3,017
    
    
    
    3,013Total marketable securities
    
    $
    46,671
    
    
    $
    44,957
 Note 6. Other liabilities
  June 30,
    
    
    December 31,2009
    
    
    2008Deferred compensation
    
    $
    6,901
    
    
    $
    7,256Lease incentives
    
    
    34,573
    
    
    
    35,558Deferred rent benefit  long term
    
    
    18,182
    
    
    
    17,148Other
    
    
    8,940
    
    
    
    8,045Total other liabilities
    
    $
    68,596
    
    
    $
    68,007
 Note 7. Stockholders equity and share-based compensation
 Share-based compensation
  Share-Based Payment
 8




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##### 



Share repurchases
  Dividends
   Note 8. Derivative instruments and hedging activities
    Balance Sheet Location
    
    June 30, 2009
    
    December 31, 2008AssetPrepaid expenses and other current assets
    
    $
    101
    
    
    
    LiabilityAccounts payable and accrued liabilities
    
    
    
    
    
    $
    4,057
  9




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##### 



Amount of LossAmount of Gain
    
    
    
    
    
    
    Reclassified fromRecognized in OCI
    
    
    
    
    
    
    Accumulated OCIon Derivative
    
    
    
    
    
    
    into Income (Effective(Effective portion)
    
    
    
    
    
    
    portion)Location of LossThree
    
    
    
    
    
    
    Reclassified frommonths
    
    
    Six months
    
    
    Accumulated OCI into
    
    
    Three months
    
    
    Six monthsDerivatives in FAS No. 133 cash flow
    
    ended June
    
    
    ended June
    
    
    Income (Effective
    
    
    ended June 30,
    
    
    ended June 30,hedging relationships
    
    30, 2009
    
    
    30, 2009
    
    
    portion)
    
    
    2009
    
    
    2009Forward currency contracts:
    
    $
    291
    
    
    $
    359
    
    
    Cost of services
    
    $
    (439
    )
    
    $
    (1,032
    )Member relations and marketing
    
    
    (379
    )
    
    
    (916
    )General & Administrative
    
    
    (180
    )
    
    
    (428
    )$
    (998
    )
    
    $
    (2,376
    )
  Note 9. Costs associated with exit activities
  Note 10. Restructuring costs
  Employers Accounting for Postemployment Benefits
   2008
    
    
    2009Plan
    
    
    PlanBalance at December 31, 2008
    
    $
    7,607
    
    
    $
    Costs incurred
    
    
    944
    
    
    
    Cash payments
    
    
    (3,062
    )
    
    
    Balance at March 31, 2009
    
    
    5,489
    
    
    
    Costs incurred
    
    
    113
    
    
    
    4,922Cash payments
    
    
    (2,272
    )
    
    
    (100
    )Reversal of costs incurred
    
    
    (791
    )
    
    
    Balance at June 30, 2009
    
    $
    2,539
    
    
    $
    4,822
  10




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##### 



Note 11. Other income, net
  Three months ended June 30,
    
    
    Six months ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Interest income
    
    $
    475
    
    
    $
    1,082
    
    
    $
    1,073
    
    
    $
    2,649Foreign currency gain
    
    
    2,249
    
    
    
    
    
    
    
    1,949
    
    
    
    Increase (decrease)
in fair value of
deferred
compensation plan
assets
    
    
    1,420
    
    
    
    (141
    )
    
    
    812
    
    
    
    (1,010
    )Other
    
    
    
    
    
    
    
    
    
    
    400
    
    
    
    $
    4,144
    
    
    $
    941
    
    
    $
    4,234
    
    
    $
    1,639
 Note 12. Income taxes
  Note 13. Earnings per share
   Three months ended June 30,
    
    Six months ended June 30,2009
    
    2008
    
    2009
    
    2008Basic weighted average common shares outstanding
    
    
    34,105
    
    
    
    34,046
    
    
    
    34,081
    
    
    
    34,383Effect of dilutive common shares outstanding
    
    
    171
    
    
    
    124
    
    
    
    109
    
    
    
    133Diluted weighted average common shares outstanding
    
    
    34,276
    
    
    
    34,170
    
    
    
    34,190
    
    
    
    34,516
  11




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##### 



Note 14. Comprehensive income
  Three months ended June 30,
    
    
    Six months ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income
    
    $
    4,946
    
    
    $
    15,811
    
    
    $
    18,018
    
    
    $
    30,641Unrealized (losses) gains of marketable securities, net of tax
    
    
    (151
    )
    
    
    (614
    )
    
    
    (41
    )
    
    
    50Unrealized gains on forward contracts, net of tax
    
    
    769
    
    
    
    446
    
    
    
    1,531
    
    
    
    492Change in cumulative translation adjustment
    
    
    (234
    )
    
    
    
    
    
    
    (333
    )
    
    
    Total comprehensive income
    
    $
    5,330
    
    
    $
    15,643
    
    
    $
    19,175
    
    
    $
    31,183
  Note 15. Commitments and contingencies
 Operating leases
   Other
   
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  12




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##### 



Executive Overview
      General
   
    
    Cost of services, which represents the costs associated with the production and delivery of
our products and services, consisting of compensation, including share-based compensation, for
research personnel and in-house faculty; the organization and delivery of membership meetings,
seminars, and other events; production of published materials; and associated support
services.
 13




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##### 




    
    Member relations and marketing, which represents the costs of acquiring new members and the
costs of servicing and renewing existing members, consisting of compensation, including sales
commissions and share-based compensation; travel; recruiting and training of personnel; sales
and marketing materials; and associated support services, as well as the costs of maintaining
our customer relationship management software (CRM).
    
    General and administrative, which represents the costs associated with the corporate and
administrative functions, including human resources and recruiting, finance and accounting,
legal, management information systems, facilities management, business development and other.
Costs include compensation, including share-based compensation; third-party consulting and
compliance expenses; and associated support services.
    
    Depreciation and amortization, consisting of depreciation of our property and equipment,
including leasehold improvements, furniture, fixtures and equipment, capitalized software and
web site development costs and the amortization of intangible assets.
   Critical Accounting Policies
  Recent Accounting Pronouncements
  Results of Operations
 Three and Six Months Ended June 30, 2009 and 2008
 Contract Value
  Revenues
  14




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##### 



Costs and expenses
   Three months ended June 30,
    
    Six months ended June 30,2009
    
    2008
    
    2009
    
    2008Costs and expenses:Cost of services
    
    
    34.3
    
    
    
    32.9
    
    
    
    33.4
    
    
    
    33.1Member relations and marketing
    
    
    28.7
    
    
    
    29.1
    
    
    
    29.2
    
    
    
    29.9General and administrative
    
    
    13.5
    
    
    
    16.4
    
    
    
    13.4
    
    
    
    15.4Depreciation and amortization
    
    
    5.7
    
    
    
    3.7
    
    
    
    5.4
    
    
    
    3.8Costs associated with exit activities
    
    
    10.4
    
    
    
    
    
    
    
    5.0
    
    
    
    Restructuring costs
    
    
    3.8
    
    
    
    
    
    
    
    2.3
    
    
    
    Total costs and expenses
    
    
    96.3
    
    
    
    82.0
    
    
    
    88.7
    
    
    
    82.3
    Cost of services
   Member relations and marketing
  15




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##### 



General and administrative
   Depreciation and amortization
   Costs associated with exit activities
   16




---



##### 



Restructuring costs
   Other income, net
   Provision for income taxes
   Liquidity and Capital Resources
  Cash flows from operating activities
  17




---



##### 



Cash flows from investing activities
    Cash flows from financing activities
   Commitments and contingencies
   Contractual obligations
  Off-Balance Sheet Arrangements
  Toolbox.com
  18




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##### 



Forward-looking statements
   
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
  19




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##### 



Changes in Internal Control over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Issuer Purchases of Equity Securities
 Total Number ofShares
    
    
    Approximate $Average
    
    
    Purchased as
    
    
    Value of SharesTotal
    
    
    Price
    
    
    Part of a
    
    
    That May Yet BeNumber of
    
    
    Paid Per
    
    
    Publicly
    
    
    PurchasedShares Purchased
    
    
    Share
    
    
    Announced Plan
    
    
    Under the PlansApril 1, 2009 to April 30, 2009
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    22,362,341May 1, 2009 to May 31, 2009 (1)
    
    
    2,473
    
    
    $
    16.22
    
    
    
    2,473
    
    
    $
    22,322,238June 1, 2009 to June 30, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    22,322,238Total
    
    
    2,473
    
    
    $
    16.22
    
    
    
    2,473
 
 (1)
    
    Amounts include the effect of employees using common stock received from the exercise of
share-based awards to satisfy the statutory minimum federal and state withholding requirements
generated from the exercise of such awards. In effect, the Company repurchased, at fair market
value, a portion of the common stock received by employees upon exercise of their awards.  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  20




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##### 



Proposal Number 1  Election of directors.
 SHARES
    
    SHARESVOTED FOR
    
    WITHHELDThomas L. Monahan III
    
    
    30,533,942
    
    
    
    738,766Gregor S. Bailar
    
    
    30,817,696
    
    
    
    455,012Stephen M. Carter
    
    
    30,251,661
    
    
    
    1,021,047Gordon J. Coburn
    
    
    30,250,122
    
    
    
    1,022,586Nancy J. Karch
    
    
    30,817,970
    
    
    
    454,738David W. Kenny
    
    
    30,250,614
    
    
    
    1,022,094Daniel O. Leemon
    
    
    30,818,602
    
    
    
    454,106
 Proposal Number 2  Ratification of the appointment of Ernst & Young LLP as independent
registered public accounting firm for the year ended December 31, 2009.
  Shares voted for
    
    
    30,991,858Shares voted against
    
    
    268,775Shares voted to abstain
    
    
    12,075
 
 Item 5. Other Information.
  
 Item 6. Exhibits.
  Exhibit No.
    
    Description10.1
    
    
    Separation Agreement, dated April 28, 2009, between Richard Lindahl and the Company*31.1
    
    
    Certification of the Chief Executive Officer pursuant to Rule 13a  14(a) of the
Securities Exchange Act of 1934, as amended31.2
    
    
    Certification of the Chief Financial Officer pursuant to Rule 13a  14(a) of the
Securities Exchange Act of 1934, as amended32.1
    
    
    Certifications pursuant to 18 U.S.C. Section 1350
 
 *
    
    Incorporated by reference from Exhibit 10.1 to the May 1, 2009 Current Report on Form 8-K
    
    Management or Director contract or compensatory plan 21




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##### 



SIGNATURES
  THE CORPORATE EXECUTIVE BOARD COMPANY 
(Registrant)Date: August 10, 2009
    By:
    /s/ Richard S. LindahlRichard S. LindahlChief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer) 22




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##### 



Exhibit Index
 Exhibit No.
    
    Description10.1
    
    
    Separation Agreement, dated April 28, 2009, between Richard Lindahl and the Company*31.1
    
    
    Certification of the Chief Executive Officer pursuant to Rule 13a  14(a) of the Securities
Exchange Act of 1934, as amended31.2
    
    
    Certification of the Chief Financial Officer pursuant to Rule 13a  14(a) of the Securities
Exchange Act of 1934, as amended32.1
    
    
    Certifications pursuant to 18 U.S.C. Section 1350
 
 *
    
    Incorporated by reference from Exhibit 10.1 to the May 1, 2009 Current Report on Form 8-K
    
    Management or Director contract or compensatory plan 23