##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

|     |  |                                                                                         
|---- |  | ----------------------------------------------------------------------------------------
|[X]  |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 
|    
|     |  | For the quarterly period ended March 31, 2003 or                                        
|    
|[  ] |  | 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                 
|(Exact Name Of Registrant As Specified in Its Charter)

|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 52-2056410                             
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification Number)

|                                         |  |           
|---------------------------------------- |  | ----------
|2000 Pennsylvania Avenue, NW             |  |           
|Suite 6000                               |  |           
|Washington, D.C.                         |  | 20006     
|(Address of Principal Executive Offices) |  | (Zip Code)

(202) 777-5000
(Registrants Telephone Number, Including Area Code)

Not applicable.
(Former Name, Former Address and Former Fiscal Year, if Changed, Since Last Report.)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X]           No [_]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes [X]           No [_]

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date.

As of April 24, 2003, we had outstanding 37,777,229 shares of Common Stock, par
value $0.01 per share and had outstanding no shares of Preferred Stock, par
value $0.01 per share.





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##### 



THE CORPORATE EXECUTIVE BOARD COMPANY
INDEX TO FORM 10-Q



---



|                              |                                                                                                |                                                                                       |  |    |   | 
|----------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- |  | -- | - | 
|PART I. FINANCIAL INFORMATION |                                                                                                |                                                                                       |  |   
|                             
|                              | Item 1. Financial Statements.                                                                  |                                                                                       |  |    |  
|                             
|                              |                                                                                                | Condensed Balance Sheets at March 31, 2003 and
December 31, 2002                      |  |    | 3 | 
|                             
|                              |                                                                                                | Condensed Statements of Income for the Three Months
Ended March 31, 2003 and 2002     |  |    | 4 | 
|                             
|                              |                                                                                                | Condensed Statements of Cash Flows for the Three Months
Ended March 31, 2003 and 2002 |  |    | 5 | 
|                             
|                              |                                                                                                | Notes to Condensed Financial Statements                                               |  |    | 6 | 
|                             
|                              | Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations. |                                                                                       |  | 9  |  
|                             
|                              | Item 3. Quantitative and Qualitative Disclosures About
Market Risk.                            |                                                                                       |  | 13 |  
|                             
|                              | Item 4. Controls and Procedures.                                                               |                                                                                       |  | 13 |  
|                             
|PART II. OTHER INFORMATION    |                                                                                                |                                                                                       |  |   
|                             
|                              | Item 1. Legal Proceedings.                                                                     |                                                                                       |  | 14 |  
|                             
|                              | Item 2. Changes in Securities and Use of Proceeds.                                             |                                                                                       |  | 14 |  
|                             
|                              | Item 3. Defaults Upon Senior Securities.                                                       |                                                                                       |  | 14 |  
|                             
|                              | Item 4. Submission of Matters to a Vote of Security Holders.                                   |                                                                                       |  | 14 |  
|                             
|                              | Item 5. Other Information.                                                                     |                                                                                       |  | 14 |  
|                             
|                              | Item 6. Exhibits and Reports on Form 8-K.                                                      |                                                                                       |  | 14 |  

2



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##### 



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

THE CORPORATE EXECUTIVE BOARD COMPANY
CONDENSED BALANCE SHEETS
(In thousands)

|                                     |                                                                                                                                                                                   |                                            |         |                |         |                   |         |         |         | 
|------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | -------------- | ------- | ----------------- | ------- | ------- | ------- | 
|                                     |                                                                                                                                                                                   |                                            |         | March 31, 2003 |         | December 31, 2002
|                                     |                                                                                                                                                                                   |                                            |         |                |         |                  
|                                     |                                                                                                                                                                                   |                                            |         | (Unaudited)    |         |                   |         |        
|Assets                               |                                                                                                                                                                                   |                                            |         |                |         |                   |         |        
|Current assets:                      |                                                                                                                                                                                   |                                            |         |                |         |                   |         |        
|                                     | Cash and cash equivalents                                                                                                                                                         |                                            | $       | 96,232         |         |                   | $       | 71,346  |        
|                                     | Marketable securities                                                                                                                                                             |                                            |         | 10,816         |         |                   |         | 17,030  |        
|                                     | Membership fees receivable, net                                                                                                                                                   |                                            |         | 21,247         |         |                   |         | 50,356  |        
|                                     | Deferred income taxes, net                                                                                                                                                        |                                            |         | 28,250         |         |                   |         | 28,806  |        
|                                     | Deferred incentive compensation                                                                                                                                                   |                                            |         | 4,458          |         |                   |         | 4,974   |        
|                                     | Prepaid expenses and other current assets                                                                                                                                         |                                            |         | 6,521          |         |                   |         | 3,668   |        
|                                     |                                                                                                                                                                                   |                                            |         |                |         |                   |         |        
|                                     |                                                                                                                                                                                   | Total current assets                       |         |                | 167,524 |                   |         |         | 176,180 | 
|                                     |                                                                                                                                                                                   |                                            |         |                |         |                   |         |        
|Deferred income taxes, net           |                                                                                                                                                                                   |                                            | 30,548  |                |         |                   | 30,920  |        
|Marketable securities                |                                                                                                                                                                                   |                                            | 138,739 |                |         |                   | 137,565 |        
|Property and equipment, net          |                                                                                                                                                                                   |                                            | 15,042  |                |         |                   | 14,916  |        
|                                     |                                                                                                                                                                                   |                                            |         |                |         |                   |         |        
|                                     |                                                                                                                                                                                   | Total assets                               |         | $              | 351,853 |                   |         | $       | 359,581 | 
|                                     |                                                                                                                                                                                   |                                            |         |                |         |                   |         |        
|Liabilities and stockholders equity |                                                                                                                                                                                   |                                            |         |                |         |                   |         |        
|Current liabilities:                 |                                                                                                                                                                                   |                                            |         |                |         |                   |         |        
|                                     | Accounts payable and accrued liabilities                                                                                                                                          |                                            | $       | 12,727         |         |                   | $       | 12,549  |        
|                                     | Accrued incentive compensation                                                                                                                                                    |                                            |         | 5,213          |         |                   |         | 9,660   |        
|                                     | Deferred revenues                                                                                                                                                                 |                                            |         | 111,538        |         |                   |         | 121,415 |        
|                                     |                                                                                                                                                                                   |                                            |         |                |         |                   |         |        
|                                     |                                                                                                                                                                                   | Total current liabilities                  |         |                | 129,478 |                   |         |         | 143,624 | 
|                                     |                                                                                                                                                                                   |                                            |         |                |         |                   |         |        
|Other liabilities                    |                                                                                                                                                                                   |                                            | 2,713   |                |         |                   | 2,600   |        
|                                     |                                                                                                                                                                                   |                                            |         |                |         |                   |         |        
|                                     |                                                                                                                                                                                   | Total liabilities                          |         |                | 132,191 |                   |         |         | 146,224 | 
|                                     |                                                                                                                                                                                   |                                            |         |                |         |                   |         |        
|Stockholders equity:                |                                                                                                                                                                                   |                                            |         |                |         |                   |         |        
|                                     | Preferred stock, par value $0.01; 5,000,000
shares authorized, no shares issued and
outstanding                                                                                   |                                            |         |               |         |                   |         |        |        
|                                     | Common stock, par value $0.01;
100,000,000 shares authorized
and 37,768,210 and 37,182,846 shares
issued and outstanding as of March 31, 2003 and December 31, 2002, respectively |                                            |         | 378            |         |                   |         | 372     |        
|                                     | Additional paid-in capital                                                                                                                                                        |                                            |         | 141,654        |         |                   |         | 129,846 |        
|                                     | Retained earnings                                                                                                                                                                 |                                            |         | 86,180         |         |                   |         | 77,844  |        
|                                     | Accumulated elements of
comprehensive income                                                                                                                                      |                                            |         | 4,848          |         |                   |         | 5,295   |        
|                                     | Treasury stock, 405,052 and 0 shares, at cost,
at March 31, 2003 and December 31, 2002,
respectively                                                                              |                                            |         | (13,398        | )       |                   |         |        |        
|                                     |                                                                                                                                                                                   |                                            |         |                |         |                   |         |        
|                                     |                                                                                                                                                                                   | Total stockholders equity                 |         |                | 219,662 |                   |         |         | 213,357 | 
|                                     |                                                                                                                                                                                   |                                            |         |                |         |                   |         |        
|                                     |                                                                                                                                                                                   | Total liabilities and stockholders equity |         | $              | 351,853 |                   |         | $       | 359,581 | 
|                                     |                                                                                                                                                                                   |                                            |         |                |         |                   |         |        

3



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##### 



THE CORPORATE EXECUTIVE BOARD COMPANY
CONDENSED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)

|                                                                       |                                   |                        |                          |        |                    |        |        |        |        |        | 
|---------------------------------------------------------------------- | --------------------------------- | ---------------------- | ------------------------ | ------ | ------------------ | ------ | ------ | ------ | ------ | ------ | 
|                                                                       |                                   |                        |                          |        | Three months ended
|                                                                       |                                   |                        |                          |        | March 31,         
|                                                                       |                                   |                        |                          |        |                   
|                                                                       |                                   |                        |                          |        | 2003               |        | 2002  
|                                                                       |                                   |                        |                          |        |                    |        |       
|Revenues                                                               |                                   | $                      | 47,283                   |        |                    | $      | 37,023 |       
|Cost of services                                                       |                                   |                        | 16,118                   |        |                    |        | 13,517 |       
|                                                                       |                                   |                        |                          |        |                    |        |        |       
|                                                                       |                                   | Gross Profit           |                          |        | 31,165             |        |        |        | 23,506 |       
|                                                                       |                                   |                        |                          |        |                    |        |        |       
|Costs and expenses:                                                    |                                   |                        |                          |        |                    |        |        |       
|                                                                       | Member relations and marketing    |                        |                          | 12,387 |                    |        |        | 9,108  |       
|                                                                       | General and administrative        |                        |                          | 5,330  |                    |        |        | 4,221  |       
|                                                                       | Depreciation                      |                        |                          | 1,356  |                    |        |        | 1,204  |       
|                                                                       | Stock option and related expenses |                        |                          | 111    |                    |        |        | 623    |       
|                                                                       |                                   |                        |                          |        |                    |        |        |       
|                                                                       |                                   |                        | Total costs and expenses |        |                    | 19,184 |        |        |        | 15,156 | 
|                                                                       |                                   |                        |                          |        |                    |        |        |       
|                                                                       |                                   | Income from operations |                          |        | 11,981             |        |        |        | 8,350  |       
|                                                                       | Other income, net                 |                        |                          | 1,775  |                    |        |        | 1,217  |       
|                                                                       |                                   |                        |                          |        |                    |        |        |       
|Income before provision for income taxes                               |                                   |                        | 13,756                   |        |                    |        | 9,567  |       
|                                                                       | Provision for income taxes        |                        |                          | 5,420  |                    |        |        | 3,636  |       
|                                                                       |                                   |                        |                          |        |                    |        |        |       
|Net income                                                             |                                   | $                      | 8,336                    |        |                    | $      | 5,931  |       
|                                                                       |                                   |                        |                          |        |                    |        |        |       
|Earnings per share:                                                    |                                   |                        |                          |        |                    |        |        |       
|                                                                       | Basic                             |                        | $                        | 0.22   |                    |        | $      | 0.17   |       
|                                                                       | Diluted                           |                        | $                        | 0.22   |                    |        | $      | 0.16   |       
|Weighted average shares used in the
calculation of earnings per share: |                                   |                        |                          |        |                    |        |        |       
|                                                                       | Basic                             |                        |                          | 37,223 |                    |        |        | 35,538 |       
|                                                                       | Diluted                           |                        |                          | 37,878 |                    |        |        | 37,130 |       

4



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##### 



THE CORPORATE EXECUTIVE BOARD COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

|                                                                                        |                                                                                   |                                                     |                                           |                                                           |       |                    |        |        |       |        |        |  
|--------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | --------------------------------------------------- | ----------------------------------------- | --------------------------------------------------------- | ----- | ------------------ | ------ | ------ | ----- | ------ | ------ | -
|                                                                                        |                                                                                   |                                                     |                                           |                                                           |       | Three months ended
|                                                                                        |                                                                                   |                                                     |                                           |                                                           |       | March 31,         
|                                                                                        |                                                                                   |                                                     |                                           |                                                           |       |                   
|                                                                                        |                                                                                   |                                                     |                                           |                                                           |       | 2003               |        | 2002  
|                                                                                        |                                                                                   |                                                     |                                           |                                                           |       |                    |        |       
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                   |                                                                                   |                                                     |                                           |                                                           |       |                    |        |       
|Net income                                                                              |                                                                                   | $                                                   | 8,336                                     |                                                           |       | $                  | 5,931  |       
|Adjustments to reconcile net income to net cash
flows provided by operating activities: |                                                                                   |                                                     |                                           |                                                           |       |                    |        |       
|                                                                                        |                                                                                   | Depreciation                                        |                                           |                                                           | 1,356 |                    |        |        | 1,204 |       
|                                                                                        |                                                                                   | Deferred income taxes                               |                                           |                                                           | 5,420 |                    |        |        | 3,636 |       
|                                                                                        |                                                                                   | Amortization of marketable securities premiums, net |                                           |                                                           | 422   |                    |        |        | 251   |       
|                                                                                        |                                                                                   | Changes in operating assets and liabilities:        |                                           |                                                           |       |                    |        |        |       |       
|                                                                                        |                                                                                   |                                                     | Membership fees receivable, net           |                                                           |       | 29,109             |        |        |       | 22,914 |       
|                                                                                        |                                                                                   |                                                     | Deferred incentive compensation           |                                                           |       | 516                |        |        |       | 742    |       
|                                                                                        |                                                                                   |                                                     | Prepaid expenses and other current assets |                                                           |       | (2,853             | )      |        |       | (601   | )     
|                                                                                        |                                                                                   |                                                     | Accounts payable and accrued liabilities  |                                                           |       | 63                 |        |        |       | (3,152 | )     
|                                                                                        |                                                                                   |                                                     | Accrued incentive compensation            |                                                           |       | (4,447             | )      |        |       | (2,320 | )     
|                                                                                        |                                                                                   |                                                     | Deferred revenues                         |                                                           |       | (9,877             | )      |        |       | (7,864 | )     
|                                                                                        |                                                                                   |                                                     | Other liabilities                         |                                                           |       | 113                |        |        |       | 178    |       
|                                                                                        |                                                                                   |                                                     |                                           |                                                           |       |                    |        |       
|                                                                                        |                                                                                   |                                                     |                                           | Net cash flows provided by operating activities           |       |                    | 28,158 |        |       |        | 20,919 |  
|                                                                                        |                                                                                   |                                                     |                                           |                                                           |       |                    |        |       
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                   |                                                                                   |                                                     |                                           |                                                           |       |                    |        |       
|                                                                                        | Purchases of property and equipment, net                                          |                                                     |                                           | (1,482                                                    | )     |                    |        | (1,105 | )    
|                                                                                        | Maturities (purchases) of marketable securities, net                              |                                                     |                                           | 4,001                                                     |       |                    |        | (1,100 | )    
|                                                                                        |                                                                                   |                                                     |                                           |                                                           |       |                    |        |       
|                                                                                        |                                                                                   |                                                     |                                           | Net cash flows provided by (used in) investing activities |       |                    | 2,519  |        |       |        | (2,205 | )
|                                                                                        |                                                                                   |                                                     |                                           |                                                           |       |                    |        |       
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                   |                                                                                   |                                                     |                                           |                                                           |       |                    |        |       
|                                                                                        | Proceeds from the exercise of common stock options                                |                                                     |                                           | 7,326                                                     |       |                    |        | 11,158 |      
|                                                                                        | Proceeds from the issuance of common stock under the
employee stock purchase plan |                                                     |                                           | 166                                                       |       |                    |        | 157    |      
|                                                                                        | Purchase of treasury shares                                                       |                                                     |                                           | (13,398                                                   | )     |                    |        |       |      
|                                                                                        | Reimbursement of common stock offering costs                                      |                                                     |                                           | 175                                                       |       |                    |        | 300    |      
|                                                                                        | Payment of common stock offering costs                                            |                                                     |                                           | (60                                                       | )     |                    |        | (98    | )    
|                                                                                        |                                                                                   |                                                     |                                           |                                                           |       |                    |        |       
|                                                                                        |                                                                                   |                                                     |                                           | Net cash flows provided by (used in)
financing activities |       |                    | (5,791 | )      |       |        | 11,517 |  
|                                                                                        |                                                                                   |                                                     |                                           |                                                           |       |                    |        |       
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                               |                                                                                   |                                                     | 24,886                                    |                                                           |       |                    | 30,231 |       
|Cash and cash equivalents, beginning of period                                          |                                                                                   |                                                     | 71,346                                    |                                                           |       |                    | 48,271 |       
|                                                                                        |                                                                                   |                                                     |                                           |                                                           |       |                    |        |       
|Cash and cash equivalents, end of period                                                |                                                                                   | $                                                   | 96,232                                    |                                                           |       | $                  | 78,502 |       
|                                                                                        |                                                                                   |                                                     |                                           |                                                           |       |                    |        |       

5



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##### 



THE CORPORATE EXECUTIVE BOARD COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 1  Description of operations

The Corporate Executive Board Company (the Company) provides best
practices research and quantitative analysis focusing on corporate strategy,
operations and general management issues. Best practices research supports
senior executive decision making by identifying and analyzing specific
management initiatives, processes and strategies that have been determined to
produce the best results in solving common business problems or challenges. For
a fixed annual fee, members of each of its research programs have access to an
integrated set of services, including best practices research studies, executive
education seminars, customized research briefs and Web-based access to the
programs content database and decision support tools.

Note 2  Condensed financial statements

The accompanying condensed unaudited financial statements included herein
have been prepared by us in accordance with accounting principles generally
accepted in the United States for interim financial information and pursuant to
the rules and regulations of the Securities and Exchange Commission (the SEC)
for reporting on Form 10-Q. Accordingly, certain information and footnote
disclosures required for complete financial statements are not included herein.
It is recommended that these condensed financial statements be read in
conjunction with the financial statements and related notes as reported on the
Companys Form 10-K filed with the SEC on February 28, 2003.

In managements opinion, all adjustments, consisting of normal recurring
adjustments, considered necessary for a fair presentation of the condensed
financial position, results of operations, and cash flows at the dates and for
the periods presented have been included. The condensed balance sheet presented
as of December 31, 2002 has been derived from the financial statements that have
been audited by the Companys independent auditors. The results of operations
for the three months ended March 31, 2003, may not be indicative of the results
that may be expected for the year ending December 31, 2003, or any other period
within calendar year 2003.

Note 3  Public offerings of common stock

In March 2003 and 2002, certain of the Companys shareholders sold 588,000
and 2,100,000 shares of our common stock, respectively, in registered public
offerings. The Company did not directly receive any proceeds from the sale of
our common stock pursuant to these registered public offerings. However, it did
receive cash from the exercise of common stock options in conjunction with the
registered public offerings. In addition, the Company recognized $83,000 and
$623,000 in compensation expense reflecting additional Federal Insurance
Corporation Act (FICA) taxes as a result of the taxable income that the
employees recognized upon the exercise of non-qualified common stock options in
conjunction with the registered public offerings in March 2003 and 2002,
respectively. The additional FICA taxes are included within Stock option and
related expenses on the condensed statements of income for the three months
ended March 31, 2003 and 2002.

Note 4  Earnings per share

Basic earnings per share was computed by dividing net income by the number
of basic weighted average common shares outstanding during the period. Diluted
earnings per share was computed by dividing net income by the number of diluted
weighted average common shares outstanding during the period. The number of
weighted average common share equivalents outstanding has been determined in
accordance with the treasury-stock method. Common share equivalents consist of
common shares issuable upon the exercise of outstanding common stock options. A
reconciliation of basic to diluted weighted average common shares outstanding is
as follows (in thousands):

|                                                      |  |  |                 |  |      |  |        |  | 
|----------------------------------------------------- |  |  | --------------- |  | ---- |  | ------ |  | 
|                                                      |  |  | Three months   
|                                                      |  |  | ended March 31,
|                                                      |  |  |                
|                                                      |  |  | 2003            |  | 2002
|                                                      |  |  |                 |  |     
|Basic weighted average common
shares outstanding      |  |  | 37,223          |  |      |  | 35,538 | 
|Weighted average common share
equivalents outstanding |  |  | 655             |  |      |  | 1,592  | 
|                                                      |  |  |                 |  |      |  |        | 
|Diluted weighted average common
shares outstanding    |  |  | 37,878          |  |      |  | 37,130 | 
|                                                      |  |  |                 |  |      |  |        | 

6



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##### 



Note 5  Comprehensive income

Comprehensive income is defined as net income plus the net-of-tax impact of
foreign currency items, minimum pension liability adjustments, and unrealized
gains and losses on certain investments in debt and equity securities.
Comprehensive income for the three months ended March 31, 2003 and 2002, was
$8.0 million and $5.3 million, respectively. The accumulated elements of
comprehensive income, net of tax, included within stockholders equity on the
condensed balance sheets are comprised solely of the change in unrealized gains
on available-for-sale marketable securities.

Note 6  Supplemental cash flows disclosures

For the three months ended March 31, 2003 and 2002, we recognized $4.3
million and $20.7 million, respectively, in stockholders equity for tax
deductions associated with the exercise of non-qualified common stock options
and disqualifying dispositions of incentive stock options. Estimated current
income tax payments for the three months ended March 31, 2003 and 2002, have
been reduced by the consideration of the tax deductions associated with the
exercise of non-qualified common stock options and disqualifying dispositions of
incentive stock options.

Note 7  Stockholders equity

In February 2003, the Companys Board of Directors authorized a share
repurchase of up to $75 million of the Companys common stock. Repurchases will
be made from time to time in open market and privately negotiated transactions
subject to market conditions. No minimum number of shares has been fixed. The
Company will fund its share repurchases with cash on hand and cash generated
from operations. During the three months ending March 31, 2003, the Company
purchased treasury stock totaling $13.4 million. As of March 31, 2003, 405,052
shares have been repurchased under the program.

Note 8  Stock-based compensation

At March 31, 2003, the Company had several stock-based employee
compensation plans. The Company accounts for those plans using the intrinsic
value method of expense recognition and measurement prescribed by APB Opinion
No. 25, Accounting for Stock Issued to Employees, and related Interpretations
(collectively, APB No. 25). In accordance with FASB Statement No. 123,
Accounting for

7



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##### 



Stock-Based Compensation (SFAS No. 123), as amended by FASB Statement No. 148,
Accounting for Stock-Based Compensation-Transition and
Disclosure, the following table illustrates the effect on net
income and basic and diluted earnings per share if the Company had
applied the fair value based
method of expense recognition and measurement provisions of SFAS
No. 123 to stock-based employee compensation.

|                                                                                                                                             |                                     |   |                    |      |      |   |       |      |  
|-------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------- | - | ------------------ | ---- | ---- | - | ----- | ---- | -
|                                                                                                                                             |                                     |   | Three Months Ended
|                                                                                                                                             |                                     |   | March 31,         
|                                                                                                                                             |                                     |   |                   
|                                                                                                                                             |                                     |   | 2003               |      | 2002
|                                                                                                                                             |                                     |   |                    |      |     
|Net income, as reported                                                                                                                      |                                     | $ | 8,336              |      |      | $ | 5,931 |     
|Deduct: Total stock-based employee compensation
expense determined under fair value based methods
for all awards, net of related tax effects |                                     |   | 3,840              |      |      |   | 2,991 |     
|                                                                                                                                             |                                     |   |                    |      |      |   |       |     
|Pro forma net income                                                                                                                         |                                     | $ | 4,496              |      |      | $ | 2,940 |     
|                                                                                                                                             |                                     |   |                    |      |      |   |       |     
|Earnings per share:                                                                                                                          |                                     |   |                    |      |      |   |       |     
|                                                                                                                                             | Basic  as reported                 |   | $                  | 0.22 |      |   | $     | 0.17 |  
|                                                                                                                                             | Basic  pro forma                   |   | $                  | 0.12 |      |   | $     | 0.08 |  
|                                                                                                                                             | Diluted  as reported               |   | $                  | 0.22 |      |   | $     | 0.16 |  
|                                                                                                                                             | Diluted  pro forma                 |   | $                  | 0.12 |      |   | $     | 0.08 |  
|                                                                                                                                             |                                     |   |                    |      |      |   |       |     
|Assumptions:                                                                                                                                 |                                     |   |                    |      |      |   |       |     
|                                                                                                                                             | Risk-free interest rate             |   |                    | 2.9  | %    |   |       | 3.1  | %
|                                                                                                                                             | Dividend yield                      |   | zero               |      | zero
|                                                                                                                                             | Expected life of option ( in years) |   |                    | 5    |      |   |       | 5    |  
|                                                                                                                                             | Expected volatility                 |   |                    | 55   | %    |   |       | 63   | %

Under the SFAS No. 123 pro forma disclosure provisions, the fair value of
options granted subsequent to December 15, 1995, has been estimated using the
Black-Scholes option valuation model. The Black-Scholes option valuation model
was developed for use in estimating the fair value of traded options that have
no vesting restrictions and are fully transferable. In addition, option
valuation models require the input of highly subjective assumptions, including
the expected stock price characteristics that are significantly different from
those of traded options. Because changes in the subjective input assumptions can
materially affect the fair value estimate, in managements opinion, the existing
models do not necessarily provide a reliable single measure of the fair value of
the Companys outstanding options.

The weighted-average fair value of Company options granted during the
months ended March 31, 2003 and 2002 was $16.11 per share and $17.88
per share, respectively. For purposes of pro forma disclosures, the estimated
fair value of options is amortized to expense over the estimated vesting period.
The provisions of SFAS No. 123 may not necessarily be indicative of future
results.

Note 9  Commitments and contingencies

Washington, D.C. income tax incentives

The Office of Tax and Revenue of the Government of the District of Columbia
(the Office of Tax and Revenue) has adopted regulations in accordance with the
New E-Conomy Transformation Act of 2000 (the Act) that modify the income and
franchise tax, sales and use tax, and personal property tax regulations,
effective April 2001. Specifically, the regulations provide certain credits,
exemptions and other benefits to a Qualified High Technology Company (QHTC).

The Company has performed an analysis to support its position that it meets
the definition of a QHTC under the provisions of the Act. Accordingly, the
Company will amend its 2001 Washington, D.C. income tax return and certain sales
and use tax returns, to file as a QHTC. As a QHTC, the Companys Washington,
D.C. income tax rate will be 0.0% and the Company will be eligible for certain
Washington, D.C. income tax credits. In addition the Company will be entitled to
relief from certain sales and use taxes. While the Company believes it qualifies
as a QHTC, the Company has elected not to recognize the impact of this election
within the financial statements for the three months ended March 31, 2003,
because of uncertainties inherent in the regulations, as adopted.

For financial reporting purposes, the Company has valued its deferred
income tax assets and liabilities using Washington, D.C.s currently enacted
income tax rate of 9.975%. Additionally, the Company has continued to provide
for income, sales and use taxes as if the Company were not a QHTC. However, if
the Company had received a determination that it qualified for QHTC status, it
would have recorded a charge to earnings at March 31, 2003 of approximately $9.2 million,
representing the impact on its existing deferred tax asset of lowering the
Washington, D.C. income tax rate to 0.0%, net of any income tax credits
discussed above. When the Company believes it is more likely than not that the
Office of Tax and Revenue will accept the Companys election as a QHTC, the
Company will record the applicable charge. Additionally, the Company would
recognize the refund of any previously paid or provided sales and use taxes at
that time.

8



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##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations.

This Quarterly Report on Form 10-Q of The Corporate Executive Board Company
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995.
These statements are based on our current plans and expectations and involve
risks and uncertainties that could cause actual future activities and results of
operations to be materially different from those set forth in the forward-looking
statements.
Factors that could cause actual results to
differ materially from those indicated by forward-looking statements include,
among others, our dependence on renewals of our membership-based services, our
inability to know in advance if new products will be successful, difficulties we
may experience in anticipating market trends, our need to attract and retain a
significant number of highly skilled employees, restrictions on selling our
products and services to the health care industry, continued consolidation in
the financial institutions industry, which may limit our business with such
companies, fluctuations in operating results, our potential inability to protect
our intellectual property rights, our potential exposure to litigation related
to our content, our potential exposure to loss of revenue resulting from our
unconditional service guarantee, various factors that could affect our estimated
income tax rate or our ability to use our existing deferred tax assets, and
possible volatility of our stock price. These factors are discussed more fully
in our 2002 annual report on Form 10-K that we filed with the Securities and
Exchange Commission on February 28, 2003. We undertake no obligation to
update any forward-looking statements, whether as a result of new information,
future events, or otherwise.

Overview

We provide best practices research and quantitative analysis focusing on
corporate strategy, operations and general management issues. Best practices
research supports senior executive decision making by identifying and analyzing
specific management initiatives, processes and strategies that have been
determined to produce the best results in solving common business problems or
challenges. For a fixed annual fee, members of each of our research programs
have access to an integrated set of services, including best practices research
studies, executive education seminars, customized research briefs and Web-based
access to the programs content database and decision support tools.

Memberships, which are principally annually renewable agreements, are
generally payable by members at the beginning of the contract term. Billings
attributable to memberships in our research programs initially are recorded as
deferred revenues and then recognized pro rata over the membership contract
term, which is typically 12 months. At any time, a member may request a refund
of their membership fee for a research program, which is provided on a pro rata
basis relative to the remaining term of the membership.

Our growth strategy is to cross-sell additional research programs to
existing members, to add new members and to develop new research programs and
decision support tools. The implementation of our growth strategy can be seen in
our operating results. One measure of our business is its annualized Contract
Value, which we calculate as the aggregate annualized revenue attributed to all
agreements in effect at a given point in time, without regard to the remaining
duration of any such agreement. Our experience has been that a substantial
portion of members renew subscriptions for an equal or higher level each year.
Contract Value has increased 27.1% to $182.3 million at March 31, 2003, from
$143.4 million at March 31, 2003.

Our operating costs and expenses consist of cost of services, member
relations and marketing, general and administrative expenses, depreciation, and
stock option and related expenses. Cost of services represents the costs
associated with the production and delivery of our products and services,
including compensation of research personnel and in-house faculty, the
production of published materials, the organization of executive education
seminars and all associated support services. Member relations and

9



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##### 



marketing expenses include the costs of acquiring new members, the costs of
maintaining and renewing existing members, compensation expense (including sales
commissions), travel and all associated support services. General and
administrative expenses include the costs of human resources and recruiting,
finance and accounting, management information systems, facilities management,
new product development and other administrative functions. Stock option and
related expenses includes additional cash payroll taxes for compensation expense
relating to the taxable income recognized by employees upon the exercise of
non-qualified common stock options.

Results of Operations

The following table sets forth certain financial data as a percentage of
revenues for the periods indicated:

|                                         |                                   |                          |       |                 |      |      |       |      |      | 
|---------------------------------------- | --------------------------------- | ------------------------ | ----- | --------------- | ---- | ---- | ----- | ---- | ---- | 
|                                         |                                   |                          |       | Three months   
|                                         |                                   |                          |       | ended March 31,
|                                         |                                   |                          |       |                
|                                         |                                   |                          |       | 2003            |      | 2002
|                                         |                                   |                          |       |                 |      |     
|Revenues                                 |                                   |                          | 100.0 | %               |      |      | 100.0 | %   
|                                         | Cost of services                  |                          |       | 34.1            |      |      |       | 36.5 |     
|                                         |                                   |                          |       |                 |      |      |       |     
|Gross profit                             |                                   |                          | 65.9  |                 |      |      | 63.5  |     
|                                         |                                   |                          |       |                 |      |      |       |     
|Costs and expenses:                      |                                   |                          |       |                 |      |      |       |     
|                                         | Member relations and marketing    |                          |       | 26.2            |      |      |       | 24.6 |     
|                                         | General and administrative        |                          |       | 11.3            |      |      |       | 11.4 |     
|                                         | Depreciation                      |                          |       | 2.9             |      |      |       | 3.3  |     
|                                         | Stock option and related expenses |                          |       |                |      |      |       | 1.7  |     
|                                         |                                   |                          |       |                 |      |      |       |     
|                                         |                                   | Total costs and expenses |       |                 | 40.6 |      |       |      | 40.9 | 
|                                         |                                   |                          |       |                 |      |      |       |     
|Income from operations                   |                                   |                          | 25.3  |                 |      |      | 22.6  |     
|Other income, net                        |                                   |                          | 3.8   |                 |      |      | 3.3   |     
|                                         |                                   |                          |       |                 |      |      |       |     
|Income before provision for income taxes |                                   |                          | 29.1  |                 |      |      | 25.8  |     
|Provision for income taxes               |                                   |                          | 11.5  |                 |      |      | 9.8   |     
|                                         |                                   |                          |       |                 |      |      |       |     
|Net income                               |                                   |                          | 17.6  | %               |      |      | 16.0  | %   
|                                         |                                   |                          |       |                 |      |      |       |     

Three Months Ended March 31, 2003 and March 31, 2002

Revenues.Revenues increased 27.7% to $47.3 million for the three months
ended March 31, 2003, from $37.0 million for the three months ended March 31,
2002. The largest driver of the increase in revenues during the three months
ended March 31, 2003 was the cross-selling of additional subscriptions
to existing members. Other drivers contributing to the increase in revenues
for the three months ended March 31, 2003 included the introduction
of new research programs, price increases and the addition of new members.

10



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##### 



Cost of services.Cost of services increased 19.2% to $16.1 million for the
three months ended March 31, 2003, from $13.5 million for the three months
ended March 31, 2002. The increase in cost of services was principally due to
compensation costs for new research and executive education staff and the
increase in external research and consulting expenses to support our new
program launches. Over the past four quarters we have launched five new
research programs. Cost of services as a percentage of revenues decreased to
34.1% for the three months ended March 31, 2003, from 36.5% for the three
months ended March 31, 2002 due to the leverage inherent in our membership-based business model
and a shift in the timing of our publishing and executive education seminar
schedule relative to the period ending March 31, 2002. Cost of services as a
percentage of revenues may fluctuate from quarter to quarter due to the timing
of executive education seminars, the timing of the completion and delivery of
best practices research studies and the introduction of new research programs.
Accordingly, the cost of services as a percentage of revenues for the three
months ended March 31, 2003 may not be indicative of future quarterly or annual
results.

Gross profit.Historically, the gross profit margin (gross profit as a
percentage of revenues) has fluctuated based upon the growth in revenues offset
by the costs of delivering best practices research studies, the timing of
executive education seminars, the volume of customized research briefs, the
hiring of personnel, and the introduction of new membership programs.
Accordingly, the gross profit margin for the three months ended March 31, 2003,
may not be indicative of future results. See further discussion of the factors
that impact gross profit margin in the costs of services description above.

Member relations and marketing.Member relations and marketing costs
increased 36.0% to $12.4 million for the three months ended March 31, 2003 from
$9.1 million for the three months ended March 31, 2002. The increase in member
relations and marketing costs is due to the increase in sales staff and related
costs, the increase in travel expenses associated with the new sales staff, the
increase in commission expense associated with increased revenues and, to a
lesser extent, the increase in member relations personnel and related costs to
support our expanding membership base. Member relations and marketing costs as
a percentage of revenues has increased to 26.2% for the three months ended
March 31, 2003, from 24.6% for the three months ended March 31, 2002, as we
have added member relations and marketing personnel and incurred related costs
to support our expanding member base.

General and administrative.General and administrative expenses increased
26.3% to $5.3 million for the three months ended March 31, 2003, from $4.2
million for the three months ended March 31, 2002. The increase in general and
administrative expenses is principally due to recruiting costs for
new research, executive education, and sales staff. The additional costs were
attributable to the increased use of external search firms and the payment of
signing and referral incentives. In addition, we also incurred an increase in
external consulting costs related to the Companys
management information systems. Although general and administrative expenses
increased for the items noted above during the three months ended March 31,
2003 as compared to the three months ended March 31, 2002, general and
administrative expenses as a percentage of revenues remained fairly constant.
However, due to the fixed nature of a portion of these costs, which are not
significantly affected on a quarterly basis by growth in revenues, we do expect
that the general and administrative expenses as a percentage of revenues will
decline across the remainder of 2003.

Depreciation.Depreciation expense increased 12.6% to $1.4 million for the
three months ended March 31, 2003, from $1.2 million for the three months ended
March 31, 2002. The increase in depreciation expense was principally due to
the additional investment in leasehold improvements for additional office
space in Washington, D.C. and the purchase of computer equipment and software
to support organizational growth.

Stock option and related expenses.We recognized $111,000 and $623,000 in
compensation expense for the three months ended March 31, 2003 and 2002,
respectively, reflecting additional FICA taxes as a result of the taxable
income that the employees recognized upon the exercise of non-qualified common
stock options, primarily in conjunction with the sale of our common stock in
the registered public offerings in March 2003 and March 2002. See further
discussion of the sale of our common stock in the registered public offerings
of common stock in the liquidity and capital resources section below.

11



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Other income, net.Other income, net increased 45.9% to $1.8 million for
the three months ended March 31, 2003, from $1.2 million for the three months
ended March 31, 2002. The growth in other income, net was principally from
interest income associated with the increased levels of cash, cash equivalents
and marketable securities. Cash, cash equivalents and marketable securities
increased as a result of cash flows from operating activities and cash flows
from financing activities further discussed in the liquidity and capital
resources section below.

Provision for income taxes.We recorded a provision for income taxes of
$5.4 million and $3.6 million for the three months ended March 31, 2003 and
2002, respectively. The increase in our effective income tax rate to 39.4% for
the three months ended March 31, 2003 from 38.0% for the three months ended
March 31, 2002 primarily reflects a decrease in the amount of tax-exempt
interest income earned on our portfolio of cash, cash equivalents, and
marketable securities and, to a lesser extent, a reduction in the benefit from
Federal income tax incentives associated with the location of our Washington,
DC office facilities.

Liquidity and Capital Resources

Cash flows from operating activities. We have financed our operations to
date through funds generated from operating activities. Membership
subscriptions, which are principally annually renewable agreements, are
generally payable by members at the beginning of the contract term. The
combination of revenue growth and advance payment of membership subscriptions
has historically resulted in net positive cash flows provided by operating
activities. We generated net cash flows from operating activities of $28.2
million and $20.9 million for the three months ended March 31, 2003 and 2002,
respectively. For the three months ended March 31, 2003 and 2002, operating cash
flows were generated within the period principally by net income, the
utilization of tax benefits created by the exercise of common stock options, and
the collection of membership fees receivable, offset by the decrease in deferred
revenues, prepaid expenses and other current assets and accrued incentive
compensation. As of March 31, 2003, we had cash, cash equivalents and marketable
securities of $245.8 million. We expect that our current cash, cash equivalents
and marketable securities balances and anticipated net positive cash flows from
operations will satisfy working capital, financing, and capital expenditure
requirements for the next twelve months.

Cash flows from investing activities. We generated net cash flows from
investing activities of $2.5 million during the three months ended March 31,
2003. During the three months ended March 31, 2003 cash flows from investing activities were
generated by maturities of available-for-sale marketable securities of $4.0
million, partially offset by the purchase of leasehold improvements for additional
office space in Washington, D.C., computer equipment and software of $1.5
million. We used net cash flows from investing activities of $2.2 million during
the three months ended March 31, 2002. During the three months ended March 31,
2002 investing cash flows were used for purchases of leasehold improvements for
additional office space in Washington, D.C., computer equipment and software of
$1.1 million and for the purchase of available-for-sale marketable securities of
$1.1 million

Cash flows from financing activities. We used net cash flows from financing
activities of $5.8 million during the three months ended March 31, 2003 and we
generated net cash flows from financing activities of $11.5 during the three
months ended March 31, 2002. Net cash used in financing activities during the
three months ending March 31, 2003 was primarily attributed to the repurchase of
our common stock during the period, which totaled $13.4 million, partially
offset by the receipt of $7.3 million in cash from the exercise of common stock options, primarily in
conjunction with the sale of 588,000 shares of our common stock in March 2003. Net cash provided by financing activities during the three months ended March
31, 2002 was primarily attributed to the receipt of cash from the exercise of
common stock options in conjunction with the sale of 2,100,000 shares of our
common stock in March 2002, which totaled $11.2 million.

At March 31, 2003 and December 31, 2002, we have no off-balance sheet
financing or other arrangements with unconsolidated entities or financial
partnerships (such as entities often referred to as structured finance or
special purpose entities) established for purposes of facilitating off-balance
sheet financing or other debt arrangements or for other contractually narrow or
limited purposes.

Critical Accounting Policies

Our accounting policies, which are in compliance with accounting principles generally accepted in the United States,
require us to apply methodologies, estimates and judgments that have a significant impact on the results
we report in our financial statements. In our annual report on Form 10-K we have discussed those policies
that we believe are critical and require the use of complex judgment in their application. Since the date
of that Form 10-K, there have been no material changes to our critical accounting policies or the
methodologies or assumptions applied under them.

12



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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to interest rate risk primarily through our portfolio of
cash, cash equivalents and marketable securities, which is designed for safety
of principal and liquidity. Cash and cash equivalents consist of highly liquid
U.S. Treasury obligations with maturities of less than three months. Marketable
securities consist primarily of U.S. Treasury notes and bonds and insured
Washington, D.C. tax exempt notes and bonds. We perform periodic evaluations of
the relative credit ratings related to the cash, cash equivalents and marketable
securities. This portfolio is subject to inherent interest rate risk as
investments mature and are reinvested at current market interest rates. We
currently do not use derivative financial instruments to adjust our portfolio
risk or income profile.

Item 4. Controls and Procedures.

Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including the companys Chief Executive Officer (CEO) and Chief Financial
Officer (CFO), of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.
Management necessarily applied its judgment in assessing the costs and benefits
of such controls and procedures which, by their nature, can provide only
reasonable assurance regarding managements control objectives. It should be
noted that the design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote. Based upon that evaluation, the CEO
and CFO concluded that our disclosure controls and procedures are effective in
timely alerting them to material information relating to the company required to
be included in our periodic SEC reports. There have been no significant changes
in our internal controls or in other factors that could significantly affect
those controls subsequent to the date of their evaluation.

13



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PART II. OTHER INFORMATION

|        |  |                                                                                                                                                                                                                                                                                                                                    
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 1. |  | Legal Proceedings.                                                                                                                                                                                                                                                                                                                 
|       
|        |  | From time to time, we are subject to certain legal proceedings and claims in the ordinary course
of business. We currently are not aware of any such legal proceedings or claims that we believe will have,
individually or in the aggregate, a material adverse effect on our business, financial condition,
or operating results.
|       
|Item 2. |  | Change in Securities and Use of Proceeds.                                                                                                                                                                                                                                                                                          
|       
|        |  | None.                                                                                                                                                                                                                                                                                                                              
|       
|Item 3. |  | Defaults Upon Senior Securities.                                                                                                                                                                                                                                                                                                   
|       
|        |  | None.                                                                                                                                                                                                                                                                                                                              
|       
|Item 4. |  | Submission of Matters to a Vote of Security Holders.                                                                                                                                                                                                                                                                               
|       
|        |  | None.                                                                                                                                                                                                                                                                                                                              
|       
|Item 5. |  | Other Information.                                                                                                                                                                                                                                                                                                                 
|       
|        |  | None.                                                                                                                                                                                                                                                                                                                              
|       
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                                                                                                                                                                                                                                                   
|       
|        |  | (a) Exhibits:                                                                                                                                                                                                                                                                                                                      

|            |  |                                                  
|----------- |  | -------------------------------------------------
|Exhibit No. |  | Description                                      
|99.1        |  | Certifications pursuant to 18 U.S.C. Section 1350

| |  |                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (b) Reports on Form 8-K:                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | (i)   On February 7, 2003, the Company filed a Current Report
on Form 8-K, which included a press release on February
5, 2003, in which the Company reported fourth
quarter and annual earnings for 2002 and provided a
financial outlook for fiscal 2003. The Company also
announced that its Board of Directors authorized a
share repurchase of up to $75 million of the Companys
common stock.
| |  |                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | (ii)  On March 6, 2003,
the Company filed a Current Report on
Form 8-K announcing the sale by certain
employee stockholders of 588,000 shares of the Companys
common stock, par value $0.01 per share, in a
registered public offering and included an underwriting agreement dated March 5, 2003
among the Company, Lehman Brothers Inc. and certain employee stockholders.                      

14



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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 thereunto duly authorized.

|                   |  |                                      
|------------------ |  | -------------------------------------
|Date: May 13, 2003 |  |                                      
|                   |  | The Corporate Executive Board
Company
|                  
|                   |  | By: /s/ Timothy R. Yost              
|                   |  | Timothy R. Yost                      
|                   |  | Chief Financial Officer              
|                   |  | (Principal Financial Officer and     
|                   |  | Principal Accounting Officer)        

15



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##### 



CERTIFICATIONS

I, James J. McGonigle, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of The Corporate
Executive Board Company;                                                                                                                                                                                                                                  
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                      



| | a) |  | Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Any fraud, whether or not material, that
involves management or other employees who have a significant role in
the registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 6, 2003

/s/ James J. McGonigle
James J. McGonigle
Chairman of the Board of Directors
and Chief Executive Officer

16



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##### 



I, Timothy R. Yost, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of The Corporate
Executive Board Company;                                                                                                                                                                                                                                  
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                      



| | a) |  | Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 6, 2003

/s/ Timothy R. Yost
Timothy R. Yost
Chief Financial Officer

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