10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the fiscal year ended December 31, 2008.

or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Commission File Number: 000-24799

THE CORPORATE EXECUTIVE BOARD COMPANY

(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)
1919 North Lynn Street
Arlington, Virginia	22209
(Address of principal executive offices)	(Zip Code)

(571) 303-3000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, par value $0.01 per share	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: Not applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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 þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ  Accelerated filer o  Non-accelerated filer   o
(Do not check if a smaller reporting company) Smaller Reporting Company o 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

Based upon the closing price of the registrant’s common stock as of June 30, 2008, the aggregate market value of the common stock held by non-affiliates of the registrant was $1,430,589,273*.

There were 34,043,752 shares of the registrant’s common stock outstanding at February 17, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents incorporated by reference and the Part of the Form 10-K into which the document is incorporated:

     Portions of the registrant’s Proxy Statement relating to its 2009 Annual Stockholders’ Meeting to be filed pursuant to Regulation 14A within 120 days after year-end are incorporated by reference into Part III of this Report.

* Solely for purposes of this calculation, all executive officers and directors of the registrant and all shareholders reporting beneficial ownership of more than 5% of the registrant’s common stock are considered to be affiliates.

THE CORPORATE EXECUTIVE BOARD COMPANY
TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business		1
Item 1A.	Risk Factors		5
Item 1B.	Unresolved Staff Comments		9
Item 2.	Properties		10
Item 3.	Legal Proceedings		10
Item 4.	Submission of Matters to a Vote of Security Holders		10
	PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		10
Item 6.	Selected Financial Data		11
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations		12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		21
Item 8.	Financial Statements and Supplementary Data		22
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		44
Item 9A.	Controls and Procedures		44
Item 9B.	Other Information		44
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance		44
Item 11.	Executive Compensation		44
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		44
Item 13.	Certain Relationships and Related Transactions, and Director Independence		45
Item 14.	Principal Accountant Fees and Services		45
	PART IV
Item 15.	Exhibits and Financial Statement Schedules		45
Signatures			51
Exhibit Index			52

PART I

Forward-looking Statements

     This Annual Report on Form 10-K, including information incorporated into this document by reference, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All such forward-looking statements are based on management’s beliefs, current expectations and information currently available to management. These statements are contained throughout this Annual Report on Form 10-K, including under the sections entitled “Business” and ''Management’s Discussion and Analysis of Financial Condition and Results of Operations.’’ Forward-looking statements frequently contain words such as “believes,” “expects,” “anticipates,” “intends,” “plans, “will,” “estimates,” “ forecasts,” “projects” and other words of similar meaning. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts, financial results or financial condition. Forward-looking statements include information concerning our possible or assumed results of operations, business strategies, financing plans, competitive position and potential growth opportunities.

     Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those set forth in the forward-looking statements. One must carefully consider any such statement and should understand that many factors could cause actual results to differ materially from the forward-looking statements. Factors that could cause actual results to differ materially from those indicated by forward-looking statements include, among others, those discussed in this Annual Report on Form 10-K under “Risk Factors,” “Critical Accounting Policies” and elsewhere in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Additional uncertainties that could affect future results include general economic conditions and future financial performance of members and industries. One should understand that it is not possible to predict or identify all such factors. Consequently, the reader should not consider any such list to be a complete statement of all potential risks or uncertainties. All forward-looking statements contained in this Annual Report on Form 10-K are qualified by these cautionary statements and are made only as of the date this Annual Report on Form 10-K is filed. We undertake no obligation, other than as required by law, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 1. Business.

Our Company

     The Corporate Executive Board (“CEB”) provides companies with products and services designed to enable executives and professionals to deliver positive business outcomes. We generally deliver our products and services to a global network through annual, fixed-fee memberships. At December 31, 2008, our member network included executives and professionals from more than 50 countries and 5,100 institutions, and represented more than 80% of the Fortune 500.

     The CEB member network is essential to our business. Our close relationship with the member network enables us to deliver business insights, best practices, and performance data that are informed by, and respond to, the critical needs of executives and professionals during their careers. In addition, as our membership grows, our data expands, strengthening the power of our network.

Our Products and Services

     Executives face a growing number of urgent issues in their business. We focus our products and services on five corporate decision centers. These corporate decision centers, which we consider our core domains, are:

• Human Resources

• Information Technology

• Finance

• Legal and Compliance

• Sales and Marketing

     We serve the core domains across a wide range of industries and at companies around the world. In the current economic environment, we believe our products and services are an attractive and lower cost alternative to other resources, such as traditional professional and information services, available to executives as they solve key business issues. The products and services we provide typically include:

• Corporate Best Practices. We analyze and document corporate best practices for significant and pressing issues that members confront. Through our proprietary research, we identify key economic leverage points and isolate high return-on-investment practices for members to implement. We deliver best practices to members through various channels, including published studies, interactive workshops, web-based resources, and in-person meetings.

• Peer Information Sharing. We connect members to a network of peer executives and professionals across industries and geographies. These networks operate in person and through our web- and email-based platforms. In 2008, our network supported approximately 200 executive discussion groups, and we held more than 800 in-person meetings for attendees worldwide.  We also held approximately 1,400 virtual events for close to 100,000 participants.

• Performance Benchmarking. We provide executives with quantitative benchmarks, based on member data, to manage performance and inform decisions. In 2008, we provided 150 new benchmarking datasets for functional headcount, budget, and staff compensation, and other metrics that members used to cut costs and right-size their departments.

• Diagnostics and Other Workflow-Enhancement Tools. We give members access to tools that support decision making and streamline workflow. For example, our “World Class Performance” diagnostic tool allows a member executive to understand how peer executives assess the performance of the member executive’s function. We provided more than 100 new analytical tools in 2008 that helped functional executives save time in their daily workflows.

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• Decision Support on Urgent Issues. Increasingly during 2008, we delivered decision support and advice to members on time-sensitive issues, as well as on best practices. For example, in the fourth quarter of 2008, we conducted two global teleconferences, one on the impact of the financial crisis, and the other on executive response to recessionary conditions in 2009. These were attended by more than 3,000 and 5,500 executives and professionals, respectively, from around the world.

• Executive Education. We deliver a proprietary executive education curriculum, on site and through e-learning platforms, to executives and their teams. In certain functions, such as Legal, the curriculum is accredited to meet continuing education requirements.

     We identified a significant shift in the product and service preferences of our members as the full effects of economic turbulence took hold in 2008. As a result, we are refocusing our products and services to address urgent issues, cost-savings best practices, and benchmarking data for restructuring requirements within our core domains. We believe these adjustments to our product portfolio will provide better support to our members as they take steps in 2009 to realign their operations and strategy to address current market conditions.

Our Business Strategy

     We provide resources, analytics, and data assets to business executives and professionals across their careers. The following are key elements of our business strategy:

• Add New Members and Version Products For Key New Markets. We will continue to expand our footprint within our core domains, to new institutions, and across geographies. Less than 25% of the 22,000 companies we target on a global basis have initiated their first

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relationship with us. We continue to have substantial opportunities in the North American large corporate market, as well as in international markets and the global middle market; we plan to continue our investments in those platforms. This network expansion strengthens the power of our network and, we believe, the desirability of our products and services.

• Launch Products That Target New Decisions and Decision Makers. We will continue to launch renewable and scalable products and services to support unmet needs within the functions we target. Our current data assets of more than 300,000 corporate practices position us to identify, evaluate, and communicate emerging insights and solutions to the more than 5,100 member institutions of our more than 40 programs. We believe that additional products and services will increase the value we provide to members.

• Continue To Forge and Leverage Strong Executive Relationships. We continue to invest in relationship management to deepen our relationships with executives and professionals. Executives and professionals need solutions to common business issues and to the problems they face during unusual market conditions. In addition to our more than 40 programs, we provide data and education-based offerings. We will increase our efforts to match network generated insights to executives’ professional outcomes by more fully integrating our sales and service operations, and by upgrading technology-driven solutions that better connect our resources to our members’ needs. We believe these efforts will grow member relationships while increasing the value of the member network.

     Execution of our business strategy may include making targeted acquisitions to gain capabilities and intellectual property assets that address additional member needs. Historically, acquisitions have been small in scale and focused, and have not resulted in immediate material changes to our revenues and or earnings.

     We completed two small acquisitions in 2008, both of which provide access to a proprietary data asset that supports one of our core domains. Warrillow & Co. (“Warrillow”), based in Toronto, Ontario, is a research and advisory firm serving marketing and sales executives responsible for targeting the small and medium-sized business markets. Warrillow supplements our existing products and services in Sales and Marketing by providing members with customer insight based on market research. Second, Genesee Survey Services, Inc. (“Genesee”), is an employee survey and analytics firm based in Rochester, New York, which works to design surveys, collects data and provides reports to managers in a timely and accurate manner. The Genesee acquisition enables us to build a market-leading employee survey and analytics business.

     In 2007, we purchased Information Technology Toolbox, Inc. (now operating as Toolbox.com), an on-line community of IT professionals who share job-related information. In 2008, the number of registered Toolbox.com users increased by 15% to approximately 1.4 million. Toolbox.com launched two new communities in the fourth quarter of 2008, Toolbox for Human Resources and Toolbox for Finance, to supplement our existing products and services for those core domains.

Our Pricing

     We believe that we offer a lower-priced alternative to traditional professional and information services models. For the majority of our products and services, membership principally is for one year, typically is payable at the beginning of the contract term, and may include a service guarantee. The average price for membership was approximately $30,700 at December 31, 2008. The actual price of any single member’s subscription varies by program and the revenue or staff size of the member institution. We offer discounted pricing schedules and modified terms for member institutions that purchase a large number of memberships. No single member accounted for more than 0.5% of consolidated revenues in 2008.

     We generally offer a service guarantee, which allows a member institution to terminate its membership and request a refund of the membership fee. Under the service guarantee, refunds are provided on a pro-rata basis relative to the remaining term of the membership. In 2008, members requested refunds for 356 memberships out of more than 15,700 sold, or 2.3% of all memberships sold or renewed, as compared to a 1% refund rate in 2007.

     The products we offer through Performance Solutions, Leadership Academies, and Toolbox.com have pricing models that are different from our core products and services. Performance Solutions provides members with individual data, analytics, and support to help them improve the performance of their people and partners on a fee basis.

     Leadership Academies are training and skills development programs for mid-level executives. Leadership Academies charge an annual fee per participant for access to 12 months of training and development services including: skills diagnostic reports, learning portal access, classroom-based development sessions, webinars, and virtual office hours with faculty.

     Toolbox.com (formerly Information Technology Toolbox, Inc.), an online professional networking community, provides knowledge on information technology, human resources, and finance topics free of charge to users. Toolbox.com revenues principally are generated through advertisements posted to the online community portals.

Our Competition

     Our business is highly competitive. We believe that the differentiators in our sector include quality and size of the network, quality of research and analysis, effectiveness of advice, price, breadth of data assets, and service levels. We believe that we provide members with significant value at a lower cost than either an internal research effort or an external consulting contract.

     We compete with firms that offer customized information services products, such as traditional consulting firms, benchmarking firms, and training and development firms. These companies offer a variety of products and services, including market research, performance data, implementation services, and educational programs. We believe these competitors, in general, charge more for their products and services than we do. We also compete against entities such as trade associations, nonprofit organizations, and research and database companies. We believe that these competitors offer less detailed and lower-priced research, networking opportunities, and educational services. Our direct competitors

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generally compete with us in a single decision support center and/or in a specific industry.

     The Advisory Board Company serves the health-care industry with products and services that are similar to what we provide on a cross-industry basis. In February 2007, we entered into a collaboration agreement with The Advisory Board Company to license research content, enhance services to members, and explore new product development opportunities. To advance these efforts, which require the firms to share proprietary information, the agreement includes a limited non-competition provision.

Our Employees

     We employ individuals from top undergraduate and graduate programs who often have functional, industry, academic, or consulting expertise. Our success depends on our ability to attract, retain, and develop outstanding talent. We offer compelling career paths, opportunities for professional development, and competitive compensation. We compete for employees with numerous information and professional services providers, many of which are significantly larger than we are and, we believe, have greater resources than CEB.

     At December 31, 2008, we employed 2,430 staff members, a reduction of 0.4% versus year-end 2007. Of this employee base, 1,886 were located in the United States (primarily in Arlington, VA), 354 were located in England, 168 were located in India, and 22 were located in Australia. Headcount reductions of approximately 15% are expected during the first quarter of 2009. We intend to selectively add to the staff and skill base during 2009 while managing costs. We believe that our relations with our employees remain favorable, and none of our employees is represented by a collective bargaining arrangement.

Our Sales & Marketing Efforts

     We focus our sales of products and services on five corporate decision centers across industries in more than 50 countries. We generally sell our products and services as a package that enables members to obtain the greatest value from our products and services, as well as from our global member network. Generally, we experience higher sales in the fourth quarter, with approximately 35% of our sales and renewals historically taking place in that quarter.

     During 2008, we began moving to a closer integration of sales and service operations in certain areas to increase individual member impact, with completion targeted in 2009. Through this model, we can better deliver to executives, the optimal selection of products and services and support their needs across their professional careers. We are supporting this commercial and service effort with the implementation of Salesforce.com, our new customer relationship management system, which we believe will provide our teams with visibility and tools they need to create even greater value for members.

     We also began efforts in the third quarter of 2008 to increase awareness of the CEB brand and the value that our products and services deliver. Through these efforts, which we will continue in 2009, we are sharing advice and insights through real-time, electronic, and print media, as well as through public relations programs.

Financial Information on Geographic Areas

     For information regarding revenues related to our operations in the U.S. and foreign countries see Note 17 in the Notes to our Consolidated Financial Statements included in Item 8 below.

Corporate Information

     The Corporate Executive Board Company is a Delaware corporation, incorporated in 1997. We are a publicly traded company with common stock listed on the NASDAQ Global Stock Market under the symbol “EXBD.”

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     Our executive offices are located at 1919 North Lynn Street, Arlington, VA, 22209. Our telephone number is (571) 303-3000. Our website is www.executiveboard.com. The information contained on our website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K.

Available Information.

     We make available, free of charge, through our website (follow the “Investors” link to the “Shareholder Information” link, then “SEC Filings”) our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after such material was electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”).

Item 1A. Risk Factors.

     All of the following risks could materially and adversely affect our business, financial condition, and results of operations. In addition to the risks discussed below and elsewhere in this Annual Report on Form 10-K, other risks and uncertainties not currently known to us or that we currently consider immaterial could, in the future, materially and adversely affect our business, financial condition, and financial results.

The recent turmoil in the global economy and the financial markets, and the related economic downturn, could adversely impact our business, results of operations, financial condition, and liquidity.
     

     Current global economic and financial market conditions, and the potential for a significant and prolonged global economic recession, could materially and adversely affect our business, results of operations, financial condition, and liquidity. These conditions also could materially impact our members, including our large accounts, causing them to go out of business entirely; defer purchasing their first product; defer, reduce, or not increase the volume of memberships they purchase from us in the future; or terminate existing memberships during the membership term under our service guarantee. These conditions also could materially impact our vendors, causing them to go out of business entirely or be unable or unwilling to meet their commitments to us. Changes of this type could significantly affect our business and liquidity or could have a material adverse effect on our results of operations and financial condition. If we are unable to successfully anticipate changing economic and financial markets conditions, we may be unable to effectively plan for and respond to those changes, and our business could be adversely affected. In addition, the current global economic conditions could reduce the overall demand for professional information services as global companies consolidate purchasing, downsize departmental budgets, and reduce company-wide discretionary spending. While we market and sell our products throughout the year, approximately 35% of our sales and renewals historically have taken place in the fourth quarter of the year. Significant volatility or weakness in economic conditions during the fourth quarter could adversely affect our financial results and future growth.

We may fail to attract new members to our programs, obtain renewals from existing members, and sell additional programs to existing members.

     We derive most of our revenues from annual memberships for our products and services. Our revenue growth depends on our ability to attract prospects to their first membership; sustain high renewal rate of existing memberships and sell additional products and services to existing members. Failure to achieve new member and member renewal rate levels or to cross-sell additional memberships to existing members at the level we forecast could materially and adversely affect our operating results.

We may experience difficulty collecting membership fees as a result of deteriorating operating conditions at our member institutions, resulting from current market conditions.

     While we believe we have a stable member base and have experienced strong collections in the past, if current market conditions continue to deteriorate, we may experience increased turnover in our member base, including reductions in their commitments to us, which could have a

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material adverse effect on our results of operations and financial condition. We maintain allowances for estimated losses resulting from the inability of our members, including our large accounts, to make required payments. Such losses historically have been within our expectations and the provisions established. In light of the current turmoil in the worldwide economy, we have increased these provisions; however, we cannot predict the timing, strength, or duration of the current economic slowdown or subsequent economic recovery, and the negative impact of such events on our members’ ability to pay us on a timely basis or at all may be more severe than we have anticipated. Payment delinquencies at higher rates than we have estimated would adversely affect our operating results.

If we do not retain members for the duration of their membership terms we could suffer a loss of revenue due to our service guarantee.

     We offer a service guarantee to members under which a member may request a refund of the membership fee for a research program during the membership term. Refunds are provided on a pro-rata basis relative to the remaining term of the membership. Requests for refunds by a significant number of our members could adversely affect our financial results and future growth. We maintain allowances for estimated losses resulting from members’ refund requests. In light of the current market conditions, we have increased these provisions, however, we cannot predict the timing, strength, or duration of the current economic slowdown or subsequent economic recovery, and the negative impact of such events on our members’ decisions to request refunds may be more severe than we have anticipated. Failure to retain members for the duration of their membership term at the level we forecast could materially and adversely affect our operating results.

The current conditions in the global economy and the financial market could make it more difficult for us to anticipate member needs and demands and provide relevant support.

     Our products and services provide insights and information to business executives and professionals. Particularly in light of rapidly changing global economic conditions, our continuing and future success depends upon our ability to anticipate rapidly changing market trends and adapt our research, analysis, new product development, and sales and service model to the changing information needs of our members. The industry and business sectors that we analyze are undergoing frequent and often dramatic changes, including the introduction of new products and the obsolescence of old products, shifting strategies and market positions of major industry participants, and changing objectives and expectations of users of members’ products and services. This environment of rapid and continuous change presents significant challenges to our ability to provide our members with current and timely research and analysis on issues of importance. If we fail to continue to provide helpful and timely research and analysis of developments and trends, to introduce relevant new products, or to serve members in a manner that meets their evolving needs, we may experience increased member turnover, lower new member and renewal rates, and decreased cross-selling of additional products to existing members, which would adversely affect our financial results and future growth.

Our announced business restructuring plan may be unsuccessful or may have unanticipated negative results.

     In January 2009, we announced adoption of a plan to restructure our business. This restructuring includes a reduction in our workforce; a realignment of products and services, including consolidation or retirement of certain products, to focus on five corporate decision centers; and the implementation of a new, integrated approach to prospect and member account management. Because our restructuring plan involves significant changes to our business and operations, it creates risk and uncertainty. While the restructuring plan is intended to enhance our product and service offerings, strengthen our relations with existing and prospective members, revise our sales and service model, and improve our efficiency as an organization, we may not realize some or any of these intended benefits. The plan may not have identified the appropriate products to consolidate or retire, and additional consolidation and/or retirement may be required. The plan may not have sufficiently reduced our workforce, and additional reductions may be required. The plan may adversely affect our relationships with existing and prospective members, causing them to defer joining their first program, reduce the number of programs they join, cancel or choose not to renew existing

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memberships, or terminate their memberships before the end of the term under our service guarantee. The plan also could have a negative effect on our relationships with current and former employees, harm their morale and productivity, increase employee attrition, and damage our ability to recruit new employees. If we do not realize the intended benefits of the restructuring, or if the restructuring has these or other negative effects, our business, financial results, and reputation may be harmed.

We may not compete successfully and, as a result, may experience reduced demand for our products and services.

     The information and professional services industry is a highly competitive industry with numerous differentiators, including quality of the network, pricing, quality of research and analysis, breadth of databases, and service. We compete against traditional consulting firms, training and development firms, trade associations, nonprofit organizations, and research and database companies. We also compete against providers of free content over the Internet and through other delivery channels. Our failure to compete effectively, both in terms of product quality and in terms of price, with our competition could adversely affect our financial results and future growth.

Continued turmoil, consolidation, and business failures in the global financial services industry may cause us to lose additional members.

     A number of our products and services provide insights and information to executives and professionals in the global financial services sector. The global financial services sector has been experiencing turmoil, consolidation, and business failures since the second half of 2007. The turmoil, consolidation, and business failures have resulted, and are expected to continue to result, in a reduction in the number of members and prospective members from the global financial services sector. In 2008, we experienced material declines in our total Contract Value resulting from large companies who experienced disruptive economic distress themselves, or from other companies that disappeared entirely. At December 31, 2008, approximately 22% of our Contract Value was attributable to members in the global financial services sector, which includes commercial banks, thrifts, credit unions, credit card issuers, mutual fund companies, consumer credit lenders, brokerage houses, private and trust banks and insurance companies. Additional turmoil, consolidation, and business failures in the global financial services sector could adversely affect our financial results and future growth.

Our international operations involve financial, regulatory, and business risks that differ from or are in addition to those faced by our U.S. operations.

     We are scaling our infrastructure to support our businesses outside the U.S. We sell our membership programs in approximately fifty countries outside of the U.S., and those international sales account for approximately 30% of our total revenues. Our international operations involve financial, regulatory, and business risks that differ from or are in addition to those faced by our U.S. operations, including: cultural and language differences, limited brand recognition for The Corporate Executive Board outside of the U.S., less favorable employment laws that could affect our relations with our employees, fluctuations in foreign exchange rates, different regulatory requirements and compliance obligations, reliance on technology, difficulties in managing overseas operations, higher operating costs, restrictions on the repatriation of earnings, differing accounting principles and standards, potentially adverse tax consequences, different and potentially less stable political environments for our employees and our members, and catastrophic events that could interrupt or adversely effect operations. Our failure to manage our international operations effectively could adversely affect our operating results, limit growth, and damage our reputation.

Our transition to an integrated account management model may be unsuccessful or may have unanticipated negative results.

     In 2008, we began moving to a closer integration of our sales and service operations to increase individual member impact, with completion targeted in 2009. While the integrated sales and service model is intended to strengthen our relations with existing and prospective members

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and deliver greater value to them from our products and services, we may not realize some or any of these intended benefits. The integrated sales and service model may adversely affect our relationships with existing and prospective members, causing them to defer joining their first program, reduce the number of programs they join, cancel or choose not to renew existing memberships, or terminate their memberships before the end of the term under our service guarantee. Our transition to an integrated account management model will require our sales and service staff to learn new skills, roles, and responsibilities. Our failure to adequately train employees for new account management roles could result in a failure to achieve our sales goals, which could adversely affect our financial results. It also could reduce employee morale and productivity, increase employee attrition, and damage our ability to recruit new employees.

Our acquisitions involve financial and business risks that differ from or are in addition to those faced by our existing operations.

     We make acquisitions that bring us capabilities and intellectual properties that address gaps in member needs and workflows. The acquisitions generally do not represent immediate material changes to our revenues and earnings. These acquisitions could require significant capital infusions. We may seek to obtain additional cash to fund an acquisition by selling equity or debt securities or by securing a bank credit facility. Any issuance of equity or convertible debt securities may be dilutive to our existing shareholders.

     Our acquisitions could involve financial and business risks that differ from or are in additional to those faced by our U.S. operations, including: difficulties integrating the operations, personnel, technologies, products, vendors, and information systems of the companies we acquire; failure to retain key personnel; the acquisition of products with lower gross margins than our customary product; and exposure under arrangements such as earn-outs. These risks could adversely affect our operating results and limit future growth. Acquisitions may involve additional costs and can result in increased debt or contingent liabilities, adverse tax consequences, additional stock-based compensation expense, and the recording and later amortization of amounts related to certain purchased intangible assets, any of which items could adversely impact our results of operations.

We may be subject to additional impairment losses due to potential declines in the fair value of our assets.

     As a result of our acquisitions, particularly that of Information Technology Toolbox, Inc. (now doing business as Toolbox.com), we have goodwill and intangible assets on our balance sheet. We test goodwill and intangible assets for impairment on a periodic basis as required, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The events or changes that could require us to test our goodwill and intangible assets for impairment include a reduction in our stock price and market capitalization and changes in our estimated future cash flows, as well as changes in rates of growth in our industry or in any of our reporting units. In the fourth quarter of 2008, we recorded an impairment loss of $23.2 million. We will continue to evaluate the carrying value of our remaining goodwill and intangible assets, and if we determine in the future that there is a potential further impairment, we may be required to record additional losses, which could materially and adversely affect our financial results.

     The potential for goodwill impairment is increased during a period of substantial economic volatility (as we are now experiencing), to the extent we acquire a company at a negotiated price, based on anticipated future performance, and subsequent declining market conditions result in the acquired business performing at a lower level than was anticipated at the time of the acquisition. Any of these charges would reduce our reported results and could cause the price of our common stock to decline. A prolonged downturn in the U.S. or global economy may result in declining performance that would require us to examine our goodwill for potential additional impairment. See Note 9 to our Consolidated Financial Statements for additional information related to impairment of goodwill.

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We may be unable to attract and retain highly skilled management and employees.

     Our continued and future success depends upon our ability to hire, train, and retain highly skilled management and employees, particularly senior leaders, research analysts, and sales and marketing staff. As a result of the global economic conditions, we have implemented management and staff reductions that will reduce our workforce by approximately 15% through current reductions and unfilled positions. For our continuing management and employees, we may adjust compensation packages to remain competitive in light of the decline in the value of our stock price, and because we expect to continue to experience intense competition for our professional personnel from management consulting firms and other producers of professional information services. If we fail to attract, train, and retain a sufficient number of highly skilled management and employees in the future, our financial results and future growth will be adversely affected.

We may fail to implement, maintain, and upgrade the technology and information infrastructure that supports our products and services.

     We serve our global membership through a technology and information management infrastructure. Among other functions, we use our technology and information management infrastructure, as well as the technology and information management infrastructure of vendors, to promote, sell, service, develop, store, and deliver our products and services to members; as well as to bill, collect, and make payments related to our products and services. Our failure to make capital expenditures in this infrastructure and to update the infrastructure in order to meet our members’ demands for products and services; and to address information security, privacy, data management, and other concerns with our infrastructure and the infrastructure of our vendors, both in the U.S. and internationally, could adversely affect our operating results, future performance, and reputation. In many countries and in individual states within the U.S., the rules governing information security, privacy, and related concerns are evolving and may be stricter than the equivalent rules in the U.S. Our failure to optimize the use of the technology and information infrastructure, to properly anticipate or meet member demands and expectations, or to address the evolving regulatory environment governing our use of technology and information could adversely affect our operating results, limit our future growth, and harm our reputation. Our failure to protect our technology and information infrastructure from natural disasters, power loss, malicious and negligent actions by employees or third parties, and other failures, could result in interruptions to our business and operations, which could adversely affect our financial results, future growth, and reputation.

We may be unable to protect our intellectual property rights.

     We rely on nondisclosure and confidentiality arrangements with employees, members, and third-parties, as well as copyright and other laws, to protect our proprietary rights in our products, services, and other proprietary information. We cannot assure you that the steps we have taken to protect our intellectual property rights will be adequate to deter negligent or intentional misappropriation of our intellectual property or confidential information, or that we will be able to detect unauthorized uses and take timely and effective steps to enforce our rights. If substantial and material unauthorized uses of our proprietary products and services were to occur, we would be required to engage in costly and time-consuming litigation to enforce our rights. We cannot assure you that we would prevail in such litigation. If others were able to use our intellectual property, our ability to charge our fees for our products and services would be adversely affected.

We may be exposed to litigation related to the content we publish.

     As a publisher and distributor of original research and analysis, a user of third-party content, and an on-line content provider through Toolbox.com and other services, we face potential liability for trademark and copyright infringement and other claims based on the material we publish. Any such litigation, whether or not resulting in a judgment against us, could have a material adverse effect on our financial condition and results of operations.

We could be subject to additional income and other tax liabilities.

     We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgment is required in evaluating our worldwide provision for income and other taxes. During the ordinary course of business, there are many transactions for which the ultimate tax determination is uncertain. For example, there could be changes in the valuation of our deferred tax assets and liabilities; or changes in the relevant tax, accounting, and other laws, regulations, principles and interpretations. We are subject to audits in various jurisdictions, and such jurisdictions may assess additional income tax against us. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different from our historical income tax provisions and accruals. The results of an audit or litigation could have a material effect on our operating results or cash flows in the period or periods for which that determination is made.

We are exposed to interest rate fluctuations that could have a negative impact on our financial results or condition.

     We are exposed to interest rate risk primarily through our portfolio of cash, cash equivalents, and marketable securities, which is intended to protect 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 Washington, D.C. tax exempt bonds. We perform periodic evaluations of the relative credit ratings related to the cash, cash equivalents and marketable securities. Our portfolio is subject to 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 investment portfolio risk or income profile. In an environment of generally low interests rates, as currently exists, we will likely realize lower interest income on our investments, which will reduce our overall earnings. In a volatile interest rate environment, we may have investments that pay interest at rates below then-current market rates, and we may not be able to reinvest quickly enough to take advantage of short-term rate increases.

Item 1B. Unresolved Staff Comments.

     None.

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Item 2. Properties.

     Our headquarters is located in Arlington, Virginia. The terms of the lease contain provisions for rental and operating expense escalations. Our facilities accommodate research, marketing and sales, information technology, administration, graphic and editorial services and operations personnel. Our leases for office space consist of:

Location	Square feet		Lease Expiration
Arlington, Virginia		625,000		2028
London, England		78,000		2018
Gurgaon, India		68,000		2013
Chicago, Illinois		52,000		2013
San Francisco, California		28,000		2012
Rochester, New York		13,000		2011
Scottsdale, Arizona		9,000		2009
West Chester, Pennsylvania		6,000		2010
Sydney, Australia		7,600		2013
Toronto, Canada		4,000		2011

     We believe that our existing and planned facilities will be adequate for our current needs and that additional facilities are available for lease to meet any future needs.

Item 3. Legal Proceedings.

     From time to time, we are subject to ordinary routine litigation incidental to our normal business operations. We are not currently a party to, and our properties are not subject to, any material legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders.

     No matters were submitted for a vote of our stockholders during the fourth quarter of 2008.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information, Holders and Dividends

     Our common stock has been quoted on the Nasdaq Stock Market under the symbol “EXBD” since our initial public offering on February 23, 1999. At February 4, 2009, there were 47 stockholders of record. The following table sets forth, for the periods indicated, the high and low sales prices per share of our common stock as reported on the Nasdaq Global Stock Market and cash dividends declared per common share.

	High		Low		Dividends
2008:
First quarter	$	60.37	$	37.50	$	0.44
Second quarter		47.50		38.15		0.44
Third quarter		42.79		30.06		0.44
Fourth quarter		31.68		18.79		0.44
2007:
First quarter	$	96.33	$	73.15	$	0.40
Second quarter		77.39		58.54		0.40
Third quarter		74.37		62.94		0.40
Fourth quarter		76.99		58.63		0.40

     In February 2009, our Board of Directors declared a quarterly cash dividend of $0.44 per share. The dividend is payable on March 31, 2009 to stockholders of record at the close of business on March 13, 2009. We fund our dividend payments with cash on hand and cash generated from operations.

Recent Sales of Unregistered Securities

     There were no unregistered sales of equity securities during 2008.

Issuer Purchases of Equity Securities

     A summary of the share repurchase activity for the fourth quarter of 2008 is as follows:

					Total Number of
					Shares		Approximate $
			Average		Purchased as		Value of Shares
	Total		Price		Part of a		That May Yet Be
	Number of		Paid Per		Publicly		Purchased
	Shares Purchased		Share		Announced Plan		Under the Plans
October 1, 2008 to October 31, 2008		—	$	—		—	$	22,404,907
November 1, 2008 to November 30, 2008		—	$	—		—	$	22,404,907
December 1, 2008 to December 31, 2008 (1)		87	$	21.89		87	$	22,403,003
Total		87	$	21.89		87

(1) Amounts include the effect of employees using common stock received from the exercise of share-based awards to satisfy the statutory minimum federal and state withholding requirements generated from the exercise of such awards. In effect, the Company repurchased, at fair market value, a portion of the common stock received by employees upon exercise of their awards.

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     In July 2007, our Board of Directors authorized a share repurchase of up to an additional $125 million of our common stock. When combined with the remaining balance of the then-existing share repurchase authorizations, this provided us the opportunity to repurchase up to $149.2 million of our shares as of the July 2007 date of the additional share repurchase authorization. Repurchases may continue to 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. We fund our share repurchases with cash on hand and cash generated from operations. At December 31, 2008 and 2007, we had repurchased 9,161,615 and 8,125,931 shares of our common stock at a total cost of $627.6 million and $585.8 million, respectively.

Item 6. Selected Financial Data.

     The following table sets forth selected financial and operating data. The selected financial data presented below has been derived from our consolidated financial statements which have been audited by our independent registered public accounting firm. You should read the selected financial data presented below in conjunction with our consolidated financial statements, the notes to our consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ appearing elsewhere in this Annual Report on Form 10-K.

	Year ended December 31,
	2008			2007		2006		2005		2004
	(In thousands, except per-share amounts)
Consolidated Statements of Income Data
Revenues	$	558,352		$	532,716	$	460,623	$	362,226	$	280,724
Costs and expenses:
Cost of services		176,552			183,088		164,022		120,944		91,469
Member relations and marketing		160,259			150,032		122,177		93,657		75,560
General and administrative		75,208			71,984		59,629		40,295		31,254
Depreciation and amortization		21,895			15,573		10,381		7,308		6,782
Impairment loss		23,246			—		—		—		—
Restructuring costs		8,006			—		—		—		—
Non-cash lease restructuring costs		—			—		—		—		5,210
Total costs and expenses		465,166			420,677		356,209		262,204		210,275
Income from operations		93,186			112,039		104,414		100,022		70,449
Other (expense) income, net		(5,438	)		16,049		24,318		13,588		9,936
Income before provision for income taxes		87,748			128,088		128,732		113,610		80,385
Provision for income taxes		36,957			47,501		49,561		38,550		26,729
Net income	$	50,791		$	80,587	$	79,171	$	75,060	$	53,656
Earnings per share—basic	$	1.48		$	2.20	$	1.99	$	1.90	$	1.40
Weighted average shares outstanding—basic		34,205			36,666		39,712		39,572		38,344
Earnings per share—diluted	$	1.48		$	2.17	$	1.94	$	1.83	$	1.34
Weighted average shares outstanding—diluted		34,329			37,159		40,721		41,092		39,925
Cash dividends declared per common share	$	1.76		$	1.60	$	1.20	$	0.40	$	0.30

	December 31,
	2008		2007		2006		2005		2004
	(In thousands)
Consolidated Balance Sheet Data
Cash, cash equivalents and marketable securities	$	76,103	$	144,356	$	487,287	$	544,636	$	416,977
Deferred income taxes		50,220		37,017		28,005		14,838		29,587
Total assets		446,465		544,772		736,055		726,995		578,451
Deferred revenues		264,253		323,395		308,671		261,300		205,494
Total stockholders’ equity		28,603		67,547		317,865		385,414		327,461

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	December 31,
	2008			2007			2006			2005			2004
Other Operating Data (Unaudited)
Membership programs		52			48			42			37			31
Member institutions		5,114			4,711			3,739			2,831			2,368
Total membership subscriptions		15,747			16,349			14,190			10,825			8,202
Average subscriptions per member institution (cross-sell ratio)(1)		3.08			3.47			3.80			3.82			3.46
Client renewal rate (2)		84	%		90	%		92	%		92	%		91	%
Contract value (in thousands) (3)	$	487,107		$	526,386		$	475,653		$	381,366		$	294,949

(1)	Excluding the impact of the middle market cross-sell ratio of 1.58, 1.44, 1.1 and 1.0 in 2008, 2007, 2006 and 2005, respectively, the traditional large company market cross-sell ratio was 3.63, 4.03, 4.15 and 3.91 in 2008, 2007, 2006 and 2005, respectively.
(2)	For the year then ended. Client renewal rate is defined as the percentage of member institutions renewed, adjusted to reflect reductions in member institutions resulting from mergers and acquisitions of members.
(3)	For the year then ended. Contract value is defined as the aggregate annualized revenue attributed to all agreements in effect at a given date without regard to the remaining duration of any such agreement.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

     The following discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with Selected Financial Data and our annual audited consolidated financial statements and related notes thereto included elsewhere in this Annual Report. The following discussion includes forward-looking statements that involve certain risks and uncertainties. For additional information regarding forward looking statements and risk factors, see Forward-Looking Statements and Item 1A. Risk Factors.

Executive Overview

     The ongoing turmoil in the global economy contributed to a decline in Contract Value at December 31, 2008. We define Contract Value 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. The majority of the Contract Value decrease was from a discrete number of large member companies that experienced disruptive economic distress themselves and from companies that have ceased operations or have been acquired.

     Our growth strategy is to leverage an integrated sales and service model to grow and retain our installed membership base, version our products and services for new markets, launch new products and services in five corporate decision centers, and protect the core economics of our business through effective cost management. Our plan to launch new products and services may include the acquisition of target companies that bring us capabilities and intellectual property assets that target additional member needs.

     In January 2009, we announced adoption of a plan to restructure our business to align expenses more closely with our revenue outlook, in light of continued economic turmoil in the U.S. and global economy, and to redirect resources to areas that we believe have a greater potential for future growth. This restructuring includes a reduction of approximately 15% of the Company’s workforce; a realignment of products and services, including consolidation or retirement of certain products, to focus on five corporate decision centers; and the implementation of an integrated approach to prospect and member account management.

General

     We generate the majority of our revenue through memberships that provide access to our products and services, which are delivered through several channels as discussed in “Our Products and Services.” Memberships, which principally are annually renewable agreements, primarily are payable by members at the beginning of the contract term. Billings attributable to memberships for our products and services initially are recorded as deferred revenues and then generally are recognized on a pro-rata basis over the membership contract term, which typically is 12 months. A member may request a refund of its membership fee during the membership term under our service guarantee. Refunds are provided on a pro-rata basis relative to the remaining term of the membership.

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     Our operating costs and expenses consist of:

• Cost of services, which represents the costs associated with the production and delivery of our products and services, consisting of compensation, including share-based compensation, for research personnel and in-house faculty; the production of published materials; the organization of executive education seminars; and associated support services.

• Member relations and marketing, which represents the costs of acquiring new members and the costs of maintaining and renewing existing members, consisting of compensation (including sales commissions and share-based compensation), travel and associated support services.

• General and administrative, consisting of compensation, including share-based compensation, and other costs associated with human resources and recruiting, finance and accounting, legal, management information systems, facilities management, new product development and other administrative functions.

• Depreciation and amortization, consisting of depreciation of our property and equipment, including leasehold improvements, furniture, fixtures and equipment, capitalized software and Web site development costs and the amortization of intangible assets.

     In 2008, we also recognized an Impairment loss primarily from the write-down of goodwill for Toolbox.com and Restructuring costs, consisting primarily of severance and related termination benefits, pursuant to a plan of workforce reductions.

Critical Accounting Policies

     We have identified the following policies as critical to our business operations and the understanding of our results of operations. This is not a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP, with no need for management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. However, certain of our accounting policies are particularly important to the portrayal of our financial position and results of operations and may require the application of significant judgment by management; as a result, they are subject to an inherent degree of uncertainty. In applying those policies, management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on our historical experience, our observance of trends in the industry, information provided by our members and information available from other outside sources, as appropriate. For a more detailed discussion of the application of these and other accounting policies, see Note 2 to our consolidated financial statements. Our critical accounting policies include:

Revenue recognition

     In accordance with Staff Accounting Bulletin No. 104, Revenue Recognition (“SAB 104”), revenue is recognized when (1) there is persuasive evidence of an arrangement, (2) the fee is fixed and determinable, (3) services have been rendered and payment has been contractually earned, and (4) collectability is reasonably assured. Revenue from membership subscriptions is recognized ratably over the term of the related subscription, which generally is 12 months. Membership fees generally are billable, and revenue recognition begins, when a member agrees to the terms of the membership and fees receivable and the related deferred revenue are recorded upon the commencement of the agreement or collection of fees, if earlier. Certain membership fees are billed on an installment basis. Members generally may request a refund of their membership fees, which is provided on a pro-rata basis relative to the length of the remaining membership term, under our service guarantee. Revenue from membership subscriptions was greater than 95% of total revenue in 2008, 2007 and 2006.

     Advertising and content related revenue from Toolbox.com is recognized as the services are provided.

Allowance for uncollectible revenue

     We record an allowance for uncollectible revenue as a reduction in revenue based upon management’s analyses and estimates as to the collectability of our accounts receivable. As part of our analysis, we examine our collections history, the age of the receivables in question, any specific member collection issues that we have identified, general market conditions, member concentrations and current economic and industry trends. Membership fees receivable balances are not collateralized.

Income taxes

     Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting basis and the tax basis of assets and liabilities. These deferred tax assets and liabilities are measured using the enacted tax rates and laws that will be in effect when such amounts are expected to reverse or be utilized. The realization of total deferred tax assets is contingent upon the generation of future taxable income. A valuation allowance is provided to reduce such deferred tax assets to amounts more likely than not to be ultimately realized. We have provided a valuation allowance of $8.1 million at December 31, 2008 for the estimated loss of Washington, D.C. tax credits, which was caused by our move to Virginia in 2008 and state deferred tax assets, consisting primarily of state net operating loss carryforwards for one of our subsidiaries.

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     In determining the estimated annual effective income tax rate, we analyze various factors, including projections of our annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local and foreign income taxes, and our ability to use tax incentives. We file income tax returns in U.S. federal, state, and foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state, and local tax examinations in major tax jurisdictions for periods prior to 2005.

Goodwill

     As a result of acquisitions, any excess purchase price over the net tangible and identifiable intangible assets acquired is recorded as goodwill. A preliminary allocation of the purchase price to tangible and intangible net assets acquired is based upon a valuation and our estimates and assumptions may be subject to change. Intangible assets consist primarily of purchased software and customer relationships. Intangible assets are amortized on a straight-line basis over their estimated useful lives of 2 to 20 years.

     We review goodwill and other intangible assets for impairment annually on October 1 or whenever events or changes in circumstances indicate its carrying value may not be recoverable in accordance with FASB Statement No. 142, Goodwill and Other Intangible Assets (“FAS 142”). If we determine that an impairment has occurred, we are required to record a write-down of the carrying value as an operating expense in the period the determination is made. Although we believe goodwill is appropriately stated in our consolidated financial statements, changes in strategy or market conditions could significantly impact these judgments and require an adjustment to the recorded balance.

     Goodwill impairment is determined using a two-step process. The first step is to identify if a potential impairment exists by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to have a potential impairment and the second step of the impairment test is not necessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step is performed to determine if goodwill is impaired and to measure the amount of impairment loss to recognize, if any. We estimate the fair value of our reporting units using various valuation techniques, with the primary technique being a discounted cash flow analysis. A discounted cash flow analysis requires us to make various judgmental assumptions about sales, operating margins, growth rates and discount rates. Assumptions about sales, operating margins and growth rates are based on our budgets, business plans, economic projections, anticipated future cash flows and marketplace data. Assumptions are also made for varying perpetual growth rates for periods beyond the long-term business plan period.

     The second step compares the implied fair value of goodwill with the carrying amount of goodwill. If the implied fair value of goodwill exceeds the carrying amount, then goodwill is not considered impaired. However, if the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess.

     The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination (i.e., the fair value of the reporting unit is allocated to all the assets and liabilities, including any unrecognized intangible assets, as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit).

Long-lived assets, including intangibles

     Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for recoverability is made using an estimate of the undiscounted expected future cash flows and, if required, the impairment loss is measured as the amount that the carrying value of the asset exceeds the asset’s fair value if the asset is not recoverable.

Deferred incentive compensation

     Direct incentive compensation paid to our employees related to the negotiation of new and renewal memberships is deferred and amortized over the term of the related memberships.

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Share-based compensation

     Under the provisions of FAS 123(R), we calculate the grant date fair value of share-based awards using a lattice valuation model. For grants prior to the adoption of FAS 123(R) on January 1, 2006, we used the Black-Scholes valuation model. Determining the fair value of share-based awards is judgmental in nature and involves the use of significant estimates and assumptions, including the term of the share-based awards, risk-free interest rates over the vesting period, expected dividend rates, the price volatility of our stock and estimated forfeiture rates of the awards. Prior to adopting FAS 123(R), we recognized forfeitures only as they occurred. We base our fair value estimates on assumptions we believe to be reasonable but that are inherently uncertain. Actual future results may differ from those estimates.

Results of Operations

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

	Year ended December 31,
	2008			2007			2006
Revenues		100.0	%		100.0	%		100.0	%
Costs and expenses:
Cost of services		31.6			34.4			35.6
Member relations and marketing		28.7			28.2			26.5
General and administrative		13.5			13.5			12.9
Depreciation and amortization		3.9			2.9			2.3
Impairment loss		4.2			—			—
Restructuring costs		1.4			—			—
Total costs and expenses		83.3			79.0			77.3
Income from operations		16.7			21.0			22.7
Other (expense) income, net		(1.0	)		3.0			5.3
Income before provision for income taxes		15.7			24.0			27.9
Provision for income taxes		6.6			8.9			10.8
Net income		9.1	%		15.1	%		17.2	%

Years ended December 31, 2008, 2007 and 2006

Contract Value

     Contract value decreased 7.5% to $487.1 million at December 31, 2008 and increased 10.7% to $526.4 million at December 31, 2007 from $475.7 million at December 31, 2006.

     In 2008, the largest driver of the decrease resulted from large member companies who experienced disruptive economic distress themselves, or from other member companies that disappeared entirely, primarily in the financial services, transportation, and building materials industries. This decrease, which we experienced both in North America and Europe, accounted for approximately $32 million, or 80%, of the Contract Value decrease. The remaining Contract Value decrease is driven by a reduction in spending by the general membership base, partially offset by sales to new members and sales of new products. The total number of membership subscriptions decreased 3.7% to 15,747, the total number of member institutions increased 8.6% to 5,114 and the average subscription price decreased 4.6% to $30,714 at December 31, 2008.

     In 2007, the largest drivers of the increase were the addition of new members and cross sales of memberships to existing members. The total number of membership subscriptions increased 15.2% to 16,349, the total of member institutions increased 26% to 4,711 and the average subscription price decreased 3.9% to $32,196 at December 31, 2007.

Revenues

     Revenues increased 4.8% from $532.7 million in 2007 to $558.4 million in 2008 and increased 15.7% from $460.6 million in 2006 to $532.7 million in 2007.

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     In 2008, the largest drivers of the increase related to the recognition of the year end 2007 deferred revenue balance, which had increased from year end 2006, and new members joining their first program, and to a lesser extent, the introduction of new research programs, and the inclusion of revenues from Toolbox.com for the entire year compared to only five months in 2007. These increases were partially offset by the impact of the provision for uncollectible revenues. The provision for uncollectible revenues increased $3.2 million from 2007 to 2008.

     In 2007, the largest drivers of the increase in revenues were the addition of new members, the introduction of new research programs and the addition of Toolbox.com for the last five months of 2007.

     We introduced four new programs in 2008 and six new programs in each of 2006 and 2007.

Costs and expenses

     Included in the results of operations and the discussion and analysis of changes below are amounts related to a decrease in share-based compensation expense and moving-related costs in 2008. The decrease in share-based compensation expense relates to an increase in our anticipated forfeiture rate and a decrease in the fair value of new share-based awards granted. In 2008, we increased our estimated forfeiture rate from 3% to 14% and the cumulative effect of the change in estimate was a reduction in compensation expense of $2.9 million. In 2008, we also recorded $6.0 million in moving-related costs, including expenses associated with overlapping office leases associated with our move to our Arlington, Virginia headquarters. These expenses are allocated to Cost of services, Member relations and marketing and General and administrative expenses.

Cost of services.

     Cost of services decreased 3.5% to $176.6 million in 2008 from $183.1 million in 2007, and increased 11.6% in 2007 from $164.0 million in 2006.

     The decrease from 2007 to 2008 of $6.5 million was primarily due to a reduction in compensation and related costs including salaries, payroll taxes, and incentives, a decrease in the fair value of deferred compensation and a decrease in share-based compensation expense of $4.8 million relative to 2007. Offsetting the decreases, in part, was an increase in facilities expense due to overlapping lease periods related to our move from Washington, D.C. to our Arlington, Virginia headquarters. Additional increases included external consulting, executive education seminar costs and expenses related to the inclusion of Toolbox.com for the entire year in 2008.

     The increase from 2006 to 2007 of $19.1 million was primarily due to an increase in compensation and related costs, including incentives and payroll taxes and to a lesser extent facilities costs relating mostly to our Arlington, Virginia headquarters and additional office space taken in London, England and executive education seminar expenses. These increases were partially offset by decreases in printing expenses, external consulting costs and a decrease in share-based compensation expense relative to 2006 of $1.3 million.

     Cost of services as a percentage of revenues was 31.6% in 2008, 34.4% in 2007 and 35.6% in 2006.

     The decrease as a percentage of revenues from 2007 to 2008 of 2.8% was primarily due to decreases in compensation and related costs including salaries, payroll taxes, deferred compensation, incentives and a decrease in share-based compensation expense offset by a slight percentage increase in facilities and related costs.

     The decrease as a percentage of revenues from 2006 to 2007 of 1.2% was primarily due to lower share-based compensation expense, and to a lesser extent, printing costs and external consulting fees, and was partially offset by percentage increases in overhead including facilities costs.

     Cost of services as a percentage of revenues may fluctuate from year to year due to the timing of the completion and delivery of best practices research studies, the timing of executive education seminars, the introduction of new membership programs and the fixed nature of a portion of the production costs of best practices research studies, as these costs are not significantly affected by growth in the number of membership subscriptions. Accordingly, Cost of services as a percentage of revenues may not be indicative of future annual results. However, because Cost of services includes both fixed and variable components in terms of both amount and timing of expenses incurred, we have some flexibility to manage a portion of these expenses in light of changing market conditions.

16

Member relations and marketing.

     Member relations and marketing increased 6.9% to $160.3 million in 2008 from $150.0 million in 2007, and increased 22.7% in 2007 from $122.2 million in 2006.

     The increase from 2007 to 2008 of $10.3 million was primarily due to compensation and related costs including salaries, payroll taxes and incentives, and facilities costs as noted above. The increased compensation costs were part of our initiative to strengthen our North American sales force and resulted from incremental investments in staffing, incentives and training. To a lesser extent, the increase was due to the inclusion of Toolbox.com for the entire year in 2008. These increases were partially offset by a decrease in share-based compensation expense of $3.2 million and a decrease in the fair value of deferred compensation.

     The increase from 2006 to 2007 of $27.8 million was primarily due to an increase in personnel related costs including salaries relating to an increase in member relations and marketing headcount and incentives relating to higher revenue. Other factors contributing to the increase, but to a lesser extent, include facilities costs associated with the office spaces discussed in Cost of services above and external consulting fees. These increases were partially offset by a decrease in travel and travel related expenses and a decrease in share-based compensation of $0.9 million.

     Member relations and marketing expense as a percentage of revenues were 28.7% in 2008, 28.2% in 2007 and 26.5% in 2006.

     The increase as a percentage of revenues from 2007 to 2008 of 0.5% was primarily due to the inclusion of Toolbox.com and an increase in facilities costs.

     The increase as a percentage of revenues from 2006 to 2007 of 1.7% was primarily due to the percentage increase in overhead, including facilities costs, and, to a lesser extent, compensation, including salaries and incentives, and external consulting costs and was partially offset by decreases in travel and travel related expenses and, to a lesser extent, a decrease in share-based compensation expense.

General and administrative.

     General and administrative expense increased 4.4% to $75.2 million in 2008 from $72.0 million in 2007, and increased 20.8% in 2007 from $59.6 million in 2006.

     The increase from 2007 to 2008 of $3.2 million was primarily due to an increase in external consulting fees relating to infrastructure investments related to the build out of our Arlington, Virginia headquarters and to a lesser extent, facilities costs, compensation and related costs, including salaries and payroll taxes and the inclusion of Toolbox.com in the results for the full year of 2008 compared with five months in 2007. These increases were partially offset by decreases in severance expense not related to restructuring costs and a decrease in share-based compensation expense of $2.0 million. To a lesser extent, the following also decreased during the period: non-revenue related incentives, the fair value of deferred compensation and employment placement fees.

     The increase from 2006 to 2007 of $12.4 million was primarily due to an increase in compensation and related costs, including salaries and payroll taxes, including $2.3 million relating to severance expense, and to a lesser extent, an increase in facilities costs and external consulting costs. These increases were partially offset by a decrease in payroll taxes associated with the exercise of employee stock options and a decrease in share-based compensation expense of $0.3 million.

     General and administrative expense as a percentage of revenues was 13.5% in 2008, 13.5% in 2007 and 12.9% in 2006.

     General and administrative expense as a percentage of revenues remained flat from 2007 to 2008 primarily as a result of the net changes from items discussed above.

     The increase as a percentage of revenue from 2006 to 2007 of 0.6% was primarily due to the percentage increase in personnel related costs, including the severance expense noted above, and facilities costs. The increases were partially offset by decreases in payroll taxes, external consulting fees and share-based compensation expense as noted above.

Depreciation and amortization.

     Depreciation and amortization expense increased 40.4% to $21.9 million in 2008 from $15.6 million in 2007 and 50.0% in 2007 from $10.4 million in 2006.

17

     The increase from 2007 to 2008 of $6.3 million was primarily due to the amortization relating to the full year’s effect of purchase price allocated to identifiable intangible assets as part the acquisitions of Toolbox.com and other smaller acquisitions. The total increase in amortization expense year-over-year was $3.5 million. The increase was also due to depreciation related to tenant improvements and computer hardware placed into service in 2008 related our Arlington, Virginia office.

     The increase from 2006 to 2007 of $5.2 million was primarily due to amortization of intangible assets relating to the purchase of Toolbox.com, which accounted for $1.7 million in 2007. To a lesser extent, the percentage increase was also due to depreciation related to the purchase of equipment and software for the build-out of our Arlington, Virginia infrastructure, investments in leasehold improvements for additional office space for the London office, and the purchase of computer equipment and management information systems software to support organizational growth.

     Depreciation and amortization expense as a percentage of revenues was 3.9% in 2008, 2.9% in 2007 and 2.3% in 2006. The percentage increases are due to the factors discussed above.

Impairment loss

     In the fourth quarter of 2008, based on a combination of factors (including the current economic environment and the near term outlook for advertising related revenue), we concluded that goodwill amounts previously recorded for the 2007 acquisition of Toolbox.com were impaired. We utilized the income approach (discounted cash flow method) and the market approach (guideline company method and the transaction method) in the determination of the fair value of Toolbox.com. The total impairment loss recognized in the fourth quarter of 2008 was $23.2 million. This non-cash charge did not impact our liquidity position or cash flows.

Restructuring Costs

     In the fourth quarter of 2008, we committed to a plan of workforce reductions to restructure our business to align expenses more closely with our revenue outlook, in light of continued economic turmoil in the U.S. and global economy, and to redirect resources to areas that we believe have a greater potential for future growth. This restructuring includes a reduction of approximately 15% of the Company’s workforce; a realignment of products and services, including consolidation or retirement of certain products, to focus on five corporate decision centers; and the implementation of a new, integrated approach to prospect and member account management.

     Pre-tax restructuring charges for these actions are estimated to be approximately $9.3 million, most of which is associated with severance and related termination benefits. We recorded a pre-tax restructuring charge of $8.0 million for these actions in the fourth quarter of 2008. We expect to recognize a majority of the remaining charges in the first quarter of 2009, with the remaining costs being recognized over the remainder of 2009. Substantially all of these charges will result in cash expenditures in 2009. We expect that the annualized pre-tax savings associated with the restructuring will be approximately $31 million.

Other (expense) income, net.

     Other (expense) income, net decreased in 2008 to expense of $5.4 million from income of $16.0 million in 2007 and income of $24.3 million in 2006.

     Other (expense) income, net, for 2008 was comprised of interest income of $4.3 million earned on cash and cash equivalents and marketable securities and the realized gain on the sale of marketable securities, offset by a $1.8 million write-down of a cost method investment, a $3.4 million foreign currency remeasurement loss, and the impact of the change in fair value of participant accounts relating to our deferred compensation plan of $4.5 million. In 2008, the decrease in interest income, net was primarily due to decreased levels of cash and cash equivalents and marketable securities relative to 2007 and lower investment returns in a lower interest rate environment.

     Other (expense) income, net, for 2007 was comprised primarily of $14.9 million of interest income earned on cash and cash equivalents and marketable securities, the realized gains and losses on the sale of marketable securities and the increase in fair value of participant accounts in our deferred compensation plan of $1.1 million. In 2007, the decrease in Other (expense) income, net was primarily due to decreased levels of cash and cash equivalents and marketable securities relative to 2006 and lower investment returns in a lower interest rate environment and the decrease in the fair value of participant accounts relating to our deferred compensation plan.

18

Provision for income taxes.

     We recorded a Provision for income taxes of $37.0 million, $47.5 million and $49.6 million in 2008, 2007 and 2006, respectively.

     In 2008, our effective income tax rate increased to 42.1% primarily due to the effects of unrealized currency translation loss recognized for book purposes, an increase in the state effective rate due to the move to Virginia, as well as an increase to the valuation allowance related to certain state deferred tax assets.

     In 2007, our effective income tax rate decreased from 38.5% to 37.1% primarily due to an increase in the estimated amount of Washington, D.C. income tax incentives that we were able to utilize prior to moving to our new Virginia office location and an increase in our deferred tax assets from higher state tax rates.

Liquidity and Capital Resources

     Cash flows generated from operating activities are our primary source of liquidity and we believe that existing cash, cash equivalents and marketable securities balances and operating cash flows will be sufficient to support operations, capital expenditures, and the payment of dividends, as well as potential share repurchases during the next 12 months. We had cash, cash equivalents and marketable securities of $76.1 million and $144.4 million at December 31, 2008 and 2007, respectively. We have completed the build-out of the office space for our headquarters in Arlington, Virginia which included total cash payments of $59.7 million, net of lease incentives received. Of this amount, $25.5 million was paid in 2007 and the remaining $34.2 was paid in 2008.

Cash flows from operating activities.

     Membership subscriptions, which principally are annually renewable agreements, generally are payable by members at the beginning of the contract term. The combination of revenue growth, profitable operations and advance payments of membership subscriptions historically has resulted in net cash flows provided by operating activities. We generated net cash flows from operating activities of $85.2 million, $110.0 million, and $136.3 million in 2008, 2007 and 2006, respectively.

     We made income tax payments of $55.2 million, $60.8 million and $9.0 million in 2008, 2007 and 2006, respectively, and expect to continue making tax payments in future periods. In 2008, we received $9.0 million of incentives associated with our lease and move to Arlington, Virginia.

Cash flows from investing activities.

     Our cash management, acquisition and capital expenditure strategies affect cash flows from investing activities. In 2008, net cash flows used in investing activities were $16.3 million. In 2007, net cash flows provided by investing activities were $121.8 million. In 2006, net cash flows used in investing activities were $212.0 million.

     In 2008, we used $42.5 million in investing activities for capital expenditures, including furniture, fixtures and equipment and leasehold improvements primarily related to the build-out of our Arlington, Virginia headquarters. The build-out is complete at December 31, 2008. We estimate that capital expenditures to support our infrastructure will be approximately 2% to 3% of annual revenue during 2009. In addition, we acquired two companies totaling $10.0 million, net of cash acquired. These activities were offset by $36.5 million of net proceeds from maturities and sales of marketable securities.

     In October and December 2008, we acquired 100% of the equity interests of two companies that supplement our existing product offerings in two corporate decision centers by providing access to proprietary data assets. The total purchase price for both acquisitions was $10.0 million, net of cash acquired, which was preliminarily allocated to the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values. We allocated $5.6 million to intangible assets with a weighted average amortization period of 8 years and $6.7 million was allocated to goodwill. The purchase price for one of the acquisitions may be increased if certain performance targets are met in each of the three annual periods ending December 31, 2009, 2010 and 2011.

     In 2007, we used $34.5 million in investing activities for capital expenditures, including furniture, fixtures and equipment and leasehold improvements primarily related to the build-out of our Arlington, Virginia headquarters. We used $61.6 million, net of cash acquired, for acquisitions, which primarily related to the acquisition of Toolbox.com and $3.8 million for a cost method investment. These activities were offset by $221.7 million of net proceeds from maturities and sales of marketable securities.

19

     In July 2007, we acquired 100% of the equity interests of Information Technology Toolbox, Inc., which operates an online community of approximately 1.4 million information technology professionals who share job-related information. The purchase price was $58.9 million, reduced by the assumption of $1.0 million in transition bonuses that were paid by us. Under the terms of the acquisition agreement, the purchase price may be increased if certain financial thresholds are achieved during the 12-month period ending on or before December 31, 2010. Pro forma information disclosing the operating results in 2006 and 2007 is not presented.

     In 2006, we used $194.3 million in investing activities to purchase marketable securities, net of maturities and $17.7 million for capital expenditures, including leasehold improvements for additional office space in Washington, D.C. and London, England, Web site development costs and computer equipment and software.

Cash flows from financing activities.

     Net cash flows used in financing activities were $100.3 million, $355.6 million and $177.2 million in 2008, 2007 and 2006, respectively.

     In 2008, dividend payments were $59.9 million and we repurchased 1.0 million shares of our common stock at a total cost of $41.8 million. Proceeds from the issuance of common stock under the employee stock purchase plan totaled $1.4 million. In addition, we received $0.1 million from the exercise of common stock options.

     In 2007, dividend payments were $57.8 million and we repurchased 4.3 million shares of our common stock at a total cost of $303.0 million. Proceeds from the issuance of common stock under the employee stock purchase plan totaled $2.1 million. In addition, we received $0.7 million from the exercise of common stock options and recognized excess tax benefits of $2.4 million from the exercise of share-based compensation.

     In 2006, dividend payments were $47.4 million and we repurchased 1.9 million shares of our common stock at a total cost of $176.0 million. Proceeds from the issuance of common stock under the employee stock purchase plan totaled $2.0 million. In addition, we received $3.0 million from the exercise of common stock options and recognized excess tax benefits of $41.2 million from the exercise of share-based compensation.

     At December 31, 2008, we had outstanding letter of credit agreements totaling $6.4 million for security deposits related to certain office leases. The letters of credit expire at various times from January 2009 through September 2009, but will automatically extend for another year from their expiration dates. To date, no amounts have been drawn on these agreements. In 2008, we terminated letters of credit relating to the security deposits for the Washington, D.C. office space leases when the leases expired. Under the terms of the Arlington, Virginia lease agreement, we committed to providing the landlord security deposits totaling $50 million and pledged $50 million of long-term marketable securities to the landlord as collateral for this obligation. In August 2008, we replaced the $50 million pledge of long-term marketable securities with a letter of credit for $4.5 million.

Contractual obligations

     The following summarizes our known contractual obligations at December 31, 2008 and the effect such obligations are expected to have on our liquidity and cash flows in future periods:

	Payments Due by Period (in thousands)
	Total		<1 Year		1 - 3 Years		4 - 5 Years		>5 Years
Operating lease obligations	$	545,406	$	32,393	$	64,323	$	62,792	$	385,898
Other liabilities	$	12,141	$	1,292	$	1,438	$	1,161	$	8,250

     The operating lease obligations relate primarily to our office leases, excluding expected rental income under noncancelable subleases, which are more fully described in Note 16 to our consolidated financial statements. Other liabilities include elective deferrals and earnings under the deferred compensation plan. Not included in the table above are unrecognized tax benefits of $427,000.

20

Off-Balance Sheet Arrangements

     At December 31, 2008, we had 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.

Recent Accounting Pronouncements

     See Note 3 to our consolidated financial statements for a description of recent accounting pronouncements, including the expected dates of adoption.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

     In the normal course of business, we are exposed to interest rate and foreign currency exchange rate risks that could impact our financial position and results of operations.

Interest rate 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 include highly liquid U.S. Treasury obligations with maturities of less than three months from purchase. Marketable securities consist primarily of U.S. Treasury notes and insured Washington, D.C. tax exempt 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.

     The following table provides the principal (notional) amount by expected maturity of our available-for-sale marketable securities at December 31, 2008 (dollars in thousands):

																					Fair
																					Value
	2009			2010			2011			2012			2013			Thereafter			Total		12/31/08
Marketable securities	$	13,500		$	18,545		$	9,845		$	3,700		$	7,655		$	3,500		$	56,745	$	59,889
Average effective interest rate		3.60	%		3.94	%		4.24	%		4.25	%		4.63	%		4.85	%

Foreign currency risk

     Our international operations subject us to risks related to currency exchange fluctuations. Prices for our products are denominated primarily in U.S. dollars, even when sold to members that are located outside the United States. Many of the costs associated with our operations located outside the United States are denominated in local currencies. As a consequence, increases in local currencies against the U.S. dollar in countries where we have foreign operations would result in higher effective operating costs and, potentially, reduced earnings. We use forward contracts, designated as cash flow hedging instruments, to protect against foreign currency exchange rate risks inherent with our cost reimbursement agreements with our UK and India subsidiaries. A forward contract obligates us to exchange a predetermined amount of U.S. dollars to make equivalent Pound Sterling (“GBP”) and Indian Rupee (“INR”) payments equal to the value of such exchanges. The maximum length of time over which the Company is hedging its exposure to the variability in future cash flows is 12 months.

     The functional currency of substantially all of our wholly-owned foreign subsidiaries is the U.S. dollar. For these foreign subsidiaries, monetary balance sheet and related income statement accounts, representing claims receivable or payable in a fixed number of foreign currency units regardless of changes in exchange rates, are remeasured at the current exchange rate with exchange gains and losses recorded in income. Non-monetary balance sheet items and related income statement accounts, which do not result in a fixed future cash inflow or outflow of foreign currency units are remeasured at their historical exchange rates. In 2008 and 2007, we recorded foreign currency translation (losses) gains totaling ($3.4) million and $0.9 million, respectively, which is included in Other (expense) income, net in the consolidated statements of income. A hypothetical 10% adverse movement in GBP would result in expense of approximately $1 million.

21

Item 8. Financial Statements and Supplementary Data.

Report of Management’s Assessment of Internal Control Over Financial Reporting

Management is responsible for the preparation and integrity of the consolidated financial statements appearing in our Annual Report. The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States and include amounts based on management’s estimates and judgments. All other financial information in this report has been presented on a basis consistent with the information included in the consolidated financial statements.

Management also is responsible for establishing and maintaining adequate internal control over financial reporting. We maintain a system of internal control that is designed to provide reasonable assurance as to the reliable preparation and presentation of the consolidated financial statements in accordance with generally accepted accounting principles, as well as to safeguard assets from unauthorized use or disposition.

Our control environment is the foundation for our system of internal control over financial reporting and is reflected in our Code of Conduct for Officers, Directors and Employees. It sets the tone of our organization and includes factors such as integrity and ethical values. Our internal control over financial reporting is supported by formal policies and procedures that are reviewed, modified and improved as changes occur in business conditions and operations.

The Audit Committee of the Board of Directors, which is comprised solely of outside directors, meets periodically with members of management and the independent auditors to review and discuss internal control over financial reporting and accounting and financial reporting matters. The independent registered public accounting firm reports to the Audit Committee and accordingly has full and free access to the Audit Committee at any time.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2008 based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2008.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Ernst & Young LLP, an independent registered public accounting firm, has audited the effectiveness of internal control over financial reporting and, based on that audit, issued an attestation report, which is included herein.

/s/ Thomas L. Monahan III

Thomas L. Monahan III

Chief Executive Officer

March 2, 2009

/s/ Chao Liu

Chao Liu

Chief Financial Officer

March 2, 2009

22

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of
The Corporate Executive Board Company

We have audited The Corporate Executive Board Company’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Corporate Executive Board Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management’s Assessment of Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, The Corporate Executive Board Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the accompanying consolidated balance sheets of The Corporate Executive Board Company and subsidiaries as of December 31, 2008 and 2007 and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2008 of The Corporate Executive Board Company and Subsidiaries, and our report dated March 2, 2009 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Baltimore, Maryland
March 2, 2009

23

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of
The Corporate Executive Board Company

We have audited the accompanying consolidated balance sheets of The Corporate Executive Board Company and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Corporate Executive Board Company and subsidiaries at December 31, 2008 and 2007, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), The Corporate Executive Board Company’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 2, 2009 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Baltimore, Maryland
March 2, 2009

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THE CORPORATE EXECUTIVE BOARD COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)

	December 31,
	2008			2007
ASSETS
Current assets:
Cash and cash equivalents	$	16,214		$	47,585
Marketable securities		13,545			24,153
Membership fees receivable, net		127,007			161,336
Deferred income taxes, net		12,459			12,710
Deferred incentive compensation		12,621			15,544
Prepaid expenses and other current assets		9,140			10,638
Total current assets		190,986			271,966
Deferred income taxes, net		37,761			24,307
Marketable securities		46,344			72,618
Property and equipment, net		109,133			91,904
Goodwill		26,392			42,626
Intangible assets, net		21,205			22,143
Other non-current assets		14,644			19,208
Total assets	$	446,465		$	544,772
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	66,367		$	62,681
Accrued incentive compensation		25,145			31,355
Deferred revenues		264,253			323,395
Total current liabilities		355,765			417,431
Other liabilities		62,097			59,794
Total liabilities		417,862			477,225
Commitments and contingencies
Stockholders’ equity:
Common stock, par value $0.01; 100,000,000 shares authorized; 43,205,367 and 43,119,512 shares issued and 34,043,752 and 34,993,581 shares outstanding at December 31, 2008 and 2007, respectively		432			431
Additional paid-in-capital		395,434			383,636
Retained earnings		260,279			269,429
Accumulated elements of other comprehensive income (loss)		55			(194	)
Treasury stock, at cost, 9,161,615 and 8,125,931 shares at December 31, 2008 and 2007, respectively		(627,597	)		(585,755	)
Total stockholders’ equity		28,603			67,547
Total liabilities and stockholders’ equity	$	446,465		$	544,772

See accompanying notes to consolidated financial statements.

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

	Year ended December 31,
	2008			2007		2006
Revenues	$	558,352		$	532,716	$	460,623
Costs and expenses:
Cost of services		176,552			183,088		164,022
Member relations and marketing		160,259			150,032		122,177
General and administrative		75,208			71,984		59,629
Depreciation and amortization		21,895			15,573		10,381
Impairment loss		23,246			—		—
Restructuring costs		8,006			—		—
Total costs and expenses		465,166			420,677		356,209
Income from operations		93,186			112,039		104,414
Other (expense) income, net		(5,438	)		16,049		24,318
Income before provision for income taxes		87,748			128,088		128,732
Provision for income taxes		36,957			47,501		49,561
Net income	$	50,791		$	80,587	$	79,171
Earnings per share:
Basic	$	1.48		$	2.20	$	1.99
Diluted	$	1.48		$	2.17	$	1.94
Dividends per share	$	1.76		$	1.60	$	1.20
Weighted average shares outstanding:
Basic		34,205			36,666		39,712
Diluted		34,329			37,159		40,721

See accompanying notes to consolidated financial statements.

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

	Year ended December 31,
	2008			2007			2006
Cash flows from operating activities:
Net income	$	50,791		$	80,587		$	79,171
Adjustments to reconcile net income to net cash flows provided by operating activities:
Deferred income taxes		(18,399	)		(10,923	)		34,139
Amortization of marketable securities premiums (discounts), net		695			(449	)		(2,389	)
Share-based compensation		12,525			22,764			25,306
Excess tax benefits from share-based compensation arrangements		—			(2,398	)		(41,225	)
Depreciation and amortization		21,895			15,573			10,381
Impairment loss		23,246			—			—
Changes in operating assets and liabilities:
Membership fees receivable, net		36,112			(6,688	)		(32,865	)
Deferred incentive compensation		2,923			(2,384	)		(1,671	)
Prepaid expenses and other current assets		2,283			(645	)		(2,210	)
Other non-current assets		6,375			(5,578	)		(8,564	)
Accounts payable and accrued liabilities		11,244			(11,739	)		23,933
Accrued incentive compensation		(6,210	)		6,293			(1,983	)
Deferred revenues		(60,548	)		14,724			47,371
Other liabilities		2,300			10,904			6,877
Net cash flows provided by operating activities		85,232			110,041			136,271
Cash flows from investing activities:
Purchases of property and equipment, net		(42,483	)		(34,532	)		(17,743	)
Cost method investment		(386	)		(3,829	)		—
Acquisition of businesses, net of cash acquired		(10,005	)		(61,593	)		—
Purchases of marketable securities		(12,489	)		(108,801	)		(196,920	)
Sales and maturities of marketable securities		49,024			330,556			2,635
Net cash flows (used in) provided by investing activities		(16,339	)		121,801			(212,028	)
Cash flows from financing activities:
Proceeds from the exercise of common stock options		100			691			2,979
Proceeds from issuance of common stock under the employee stock purchase plan		1,419			2,087			2,024
Excess tax benefits from share-based compensation arrangements		—			2,398			41,225
Purchase of treasury shares		(41,842	)		(302,974	)		(175,985	)
Payment of dividends		(59,941	)		(57,826	)		(47,395	)
Net cash flows used in financing activities		(100,264	)		(355,624	)		(177,152	)
Net decrease in cash and cash equivalents		(31,371	)		(123,782	)		(252,909	)
Cash and cash equivalents, beginning of year		47,585			171,367			424,276
Cash and cash equivalents, end of year	$	16,214		$	47,585		$	171,367

See accompanying notes to consolidated financial statements.

27

THE CORPORATE EXECUTIVE BOARD COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Years ended December 31, 2006, 2007, and 2008
(In thousands, except share amounts)

												Accumulated
												elements of other									Annual
	Common stock					Additional			Retained			comprehensive			Treasury						comprehensive
	Shares			Amount		paid-in-capital			earnings			income (loss)			stock			Total			income
Balance at December 31, 2005		39,482,727		$	414	$	277,028		$	214,892		$	(124	)	$	(106,796	)	$	385,414		$	—
Issuance of common stock upon the exercise of common stock options		1,378,917			14		2,965			—			—			—			2,979			—
Issuance of common stock under the employee stock purchase plan		26,875			—		2,024			—			—			—			2,024			—
Share-based compensation		—			—		25,465			—			—			—			25,465			—
Tax effect of share-based compensation		—			—		46,508			—			—			—			46,508			—
Purchase of treasury shares		(1,940,611	)		—		—			—			—			(175,985	)		(175,985	)		—
Unrealized losses on available-for-sale marketable securities, net of tax		—			—		—			—			(316	)		—			(316	)		(316	)
Payment of dividends		—			—		—			(47,395	)		—			—			(47,395	)		—
Net income		—			—		—			79,171			—			—			79,171			79,171
Balance at December 31, 2006		38,947,908		$	428	$	353,990		$	246,668		$	(440	)	$	(282,781	)	$	317,865		$	78,855
Issuance of common stock upon the exercise of common stock options and release of restricted stock units		280,510			3		685			—			—			—			688			—
Issuance of common stock under the employee stock purchase plan		33,677			—		2,087			—			—			—			2,087			—
Share-based compensation		—			—		22,764			—			—			—			22,764			—
Tax effect of share-based compensation		—			—		4,110			—			—			—			4,110			—
Purchase of treasury shares		(4,268,514	)		—		—			—			—			(302,974	)		(302,974	)		—
Unrealized gains on available-for-sale marketable securities, net of tax		—			—		—			—			1,312			—			1,312			1,312
Foreign currency hedge		—			—		—			—			(1,066	)		—			(1,066	)		(1,066	)
Payment of dividends		—			—		—			(57,826	)		—			—			(57,826	)		—
Net income		—			—		—			80,587			—			—			80,587			80,587
Balance at December 31, 2007		34,993,581		$	431	$	383,636		$	269,429		$	(194	)	$	(585,755	)	$	67,547		$	80,833
Issuance of common stock upon the exercise of common stock options and release of restricted stock units		46,125			1		100			—			—			—			101			—
Issuance of common stock under the employee stock purchase plan		39,730			—		1,419			—			—			—			1,419			—
Share-based compensation		—			—		12,525			—			—			—			12,525			—
Tax effect of share-based compensation		—			—		(2,246	)		—			—			—			(2,246	)
Purchase of treasury shares		(1,035,684	)		—		—			—			—			(41,842	)		(41,842	)		—
Unrealized gains on available-for-sale marketable securities, net of tax		—			—		—			—			208			—			208			208
Foreign currency hedge		—			—		—			—			(333	)		—			(333	)		(333	)
Cumulative translation adjustment		—			—		—			—			374			—			374			374
Payment of dividends		—			—		—			(59,941	)		—			—			(59,941	)		—
Net income		—			—		—			50,791			—			—			50,791			50,791
Balance at December 31, 2008		34,043,752		$	432	$	395,434		$	260,279		$	55		$	(627,597	)	$	28,603		$	51,040

See accompanying notes to consolidated financial statements.

28

THE CORPORATE EXECUTIVE BOARD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Description of operations

     The Corporate Executive Board Company (the “Company”) helps improve decision making among a global network of executives and business professionals. The Company provides its members with authoritative and timely guidance they need to elevate company performance and excel in their careers. For a fixed annual fee, members of each program have access to an integrated set of services, including best practices studies, executive education programs, customized analysis and Web-based access to the program’s content database and decision support tools. Beginning on August 1, 2007, the Company began generating advertising and content related revenues through the Company’s wholly-owned subsidiary, Toolbox.com, Inc. (“Toolbox.com”).

Note 2. Summary of significant accounting policies

Basis of presentation

     The consolidated financial statements include accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of estimates in preparation of financial statements

     The Company’s consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). These accounting principles require the Company to make certain estimates, judgments and assumptions. The Company believes that the estimates, judgments and assumptions upon which it relies are reasonable based upon information available to the Company at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are material differences between these estimates, judgments or assumptions and actual results, the Company’s financial statements will be affected.

Foreign currency

     The functional currency of substantially all of the Company’s wholly-owned foreign subsidiaries is the U.S. dollar. For these foreign subsidiaries, monetary balance sheet and related income statement accounts, representing claims receivable or payable in a fixed number of foreign currency units regardless of changes in exchange rates, are remeasured at the current exchange rate, with exchange gains and losses recorded in income. Non-monetary balance sheet items and related income statement accounts, which do not result in a fixed future cash inflow or outflow of foreign currency units are remeasured at their historical exchange rates. In 2008 and 2007, the Company recorded foreign currency translation (losses) gains totaling ($3.4) million and $0.9 million, respectively, which is included in Other (expense) income, net in the consolidated statements of income.

     For one of our wholly owned subsidiaries, the functional currency is the local currency. For this subsidiary, the translation of its foreign currency into U.S. dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the balance sheet date and for revenue and expense accounts using average foreign currency exchange rates during the period. Capital accounts are translated at historical foreign currency exchange rates. Translation gains and losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss). Adjustments that arise from foreign currency exchange rate changes on transactions denominated in a currency other than the local currency are included in other (expense) income, net on the consolidated statements of income.

Cash equivalents and marketable securities

     Short-term investments and marketable securities that mature within three months of purchase are classified as cash equivalents. Short-term investments and marketable securities with maturities of more than three months of purchase are classified as marketable securities. At December 31, 2008 and 2007, the Company’s marketable securities consisted primarily of United States Treasury notes and Washington, D.C. tax exempt bonds. The Company classifies its marketable securities as available-for-sale, which are carried at fair value based on quoted market prices. The net unrealized gains and losses on available-for-sale marketable securities are excluded from net income and are included within accumulated elements of comprehensive income (loss). The specific identification method is used to compute the realized gains and losses on the sale of marketable securities. The Company may elect not to hold these marketable securities to maturity and may elect to sell these securities at any time.

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Allowance for uncollectible revenue

     The Company records an allowance for uncollectible revenue, as a reduction in revenue, based upon management’s analysis and estimates as to the collectability of its accounts receivable. As part of its analysis, the Company examines the collections history, the age of the receivables in question, any specific member collection issues that it has identified, general market conditions, customer concentrations and current economic trends. Membership fees receivable balances are not collateralized.

Property and equipment

     Property and equipment consists of furniture, fixtures, equipment, leasehold improvements and capitalized computer software and Web site development costs. Property and equipment are stated at cost, less accumulated depreciation expense. Furniture, fixtures and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful lives of the assets or the lease term. Capitalized software and Web site development costs are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Maintenance and repairs are charged to expense as incurred.

Goodwill

     Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination. Goodwill amounts are not amortized, but rather are tested for impairment annually, or between annual test dates whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is below its carrying amount. The Company’s annual test date for goodwill impairment is October 1st.

     Goodwill is tested for impairment using a two-step process. The first step is to identify if a potential impairment exists by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill is considered to not be impaired and the second step of the impairment test is not performed. If the fair value of a reporting unit is less than its carrying amount, the second step is performed to measure the amount of any goodwill impairment. The second step compares the implied fair value of goodwill with its carrying amount. If the carrying amount of goodwill value is greater than its fair value, an impairment loss is recognized for the excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination is determined. That is, the fair value of a reporting unit is allocated to all of the assets and liabilities of that unit, including any unrecognized intangible assets, as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the price paid to acquire the reporting unit.

     The Company has concluded that its reporting units used to assess goodwill for impairment are the same as its business segments. The fair value of a reporting unit is estimated by using generally accepted valuation methodologies that consider both an income approach and market approaches. These models require the Company to make various judgmental estimates and assumptions about sales, operating margins, growth rates, discount factors and valuation multiples.

     During the fourth quarter of 2008, the Company recorded an Impairment loss of $23.2 million related to its Toolbox.com business segment ($22.9 million related to goodwill). See Note 9.

Intangible assets, net

     Intangible assets, net consists primarily of technology and customer relationships. These assets are amortized on a straight-line basis over their estimated useful lives of 2 to 20 years. The gross carrying amount of intangible assets was $30.5 million and $25.4 million and accumulated amortization was $9.3 million and $3.3 million at December 31, 2008 and 2007, respectively. Amortization expense was $6.0 million, $2.5 million and $0.7 million in 2008, 2007 and 2006, respectively. The estimated aggregate amortization expense for each of the succeeding five years ended 2009 through 2013 is $6.4 million, $5.6 million, $3.4 million, $2.2 million and $0.6 million, respectively.

Recovery of long-lived assets

     Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for recoverability is made using an estimate of the undiscounted expected future cash flows and, if required, the impairment loss is measured as the amount that the carrying value of the asset exceeds the asset’s fair value if the asset is not recoverable.

Fair value of financial instruments

     The fair value of the Company’s financial instruments approximates their carrying value. In 2008, the Company recorded $1.8 million other than temporary impairment charge for a cost method investment.

30

Revenue recognition

     In accordance with Staff Accounting Bulletin No. 104, Revenue Recognition (“SAB 104”), revenue is recognized when (1) there is persuasive evidence of an arrangement, (2) the fee is fixed and determinable, (3) services have been rendered and payment has been contractually earned, and (4) collectability is reasonably assured. Revenue from membership subscriptions is recognized ratably over the term of the related subscription, which generally is 12 months. Membership fees generally are billable, and revenue recognition begins, when a member agrees to the terms of the membership and fees receivable and the related deferred revenue are recorded upon the commencement of the agreement or collection of fees, if earlier. Certain membership fees are billed on an installment basis. Members generally may request a refund of their membership fees, which is provided on a pro-rata basis relative to the length of the remaining membership term. Revenue from membership subscriptions was greater than 95% of total revenue in 2008, 2007 and 2006.

     Advertising and content related revenues from Toolbox.com is recognized as the services are provided.

Deferred incentive compensation

     Direct incentive compensation paid to the Company’s employees related to the negotiation of new and renewal memberships is deferred and amortized over the term of the related memberships.

Share-based compensation

     The Company has several share-based compensation plans. These plans provide for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units and incentive bonuses to employees and non-employee members of the Company’s Board of Directors. Under Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (“FAS 123(R)”), share-based compensation cost is measured at the grant date of the share-based awards based on their fair values, and is recognized on a straight line basis as expense over the vesting periods of the awards, net of an estimated forfeiture rate.

     Under FAS 123(R), the Company calculates the grant date fair value of stock options and stock appreciation rights awards using a lattice valuation model for grants subsequent to the adoption of FAS 123(R). For grants prior to the adoption of FAS 123(R), the Company used a Black-Scholes valuation model. For restricted stock units, the grant date fair value of the award is measured by reducing the share price at that date by the present value of the dividends expected to be paid during the requisite vesting period. Determining the fair value of share-based awards is judgmental in nature and involves the use of significant estimates and assumptions, including the term of the share-based awards, risk-free interest rates over the vesting period, expected dividend rates, the price volatility of the Company’s shares and estimated forfeiture rates of the awards. The Company bases its fair value estimates on assumptions it believes to be reasonable but that are inherently uncertain. Actual future results may differ from those estimates.

Income taxes

     Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting bases and the tax bases of assets and liabilities. These deferred tax assets and liabilities are measured using the enacted tax rates and laws that will be in effect when such amounts are expected to reverse or be utilized. The realization of total deferred tax assets is contingent upon the generation of future taxable income. A valuation allowance is provided to reduce such deferred tax assets to amounts more likely than not to be ultimately realized.

     The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement 109 (“FIN 48”) on January 1, 2007. The impact of adoption was not material. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (“FAS 109”). FIN 48 prescribes that a company should use a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold should be measured as the largest amount of the tax benefits, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement in the financial statements. The Company recognizes interest and penalties related to income tax matters as a component of the Provision for income taxes.

Concentration of credit risk and sources of revenues

     Financial instruments, which potentially expose the Company to concentration of credit risk, consist primarily of membership fees receivable and cash, cash equivalents and marketable securities. Concentrations of credit risk with respect to membership fees receivable are limited due to the large number of members and their dispersion across many different industries and countries worldwide. However, the Company may be exposed to a declining membership base in periods of unforeseen market downturns, severe competition or international developments. The Company performs periodic evaluations of the membership base and related membership fees receivable and establishes allowances for potential credit losses.

31

     The Company’s international operations subject the Company to risks related to currency exchange fluctuations. Prices for the Company’s products and services are denominated in U.S. dollars, even when sold to members that are located outside the United States. Many of the costs associated with the Company’s operations located outside the United States are denominated in local currencies. The Company uses forward contracts, designated as cash flow hedging instruments, to protect against foreign currency exchange rate risks inherent with the Company’s cost reimbursement agreements with its UK and India subsidiaries. A forward contract obligates the Company to exchange a predetermined amount of U.S. dollars to make equivalent Pound Sterling (“GBP”) and Indian Rupee (“INR”) payments equal to the value of such exchanges. The maximum length of time over which the Company is hedging its exposure to the variability in future cash flows is 12 months.

     The Company maintains a 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 that mature within three months of purchase. Marketable securities consist primarily of U.S. Treasury notes and Washington, D.C. tax exempt bonds. The Company performs periodic evaluations of the relative credit ratings related to the cash, cash equivalents and marketable securities.

Accumulated elements of comprehensive income (loss)

     Accumulated elements of other comprehensive income (loss) included within stockholders’ equity consist of the following (in thousands):

	December 31, 2008			December 31, 2007
Unrealized gains, net of tax, for available-for-sale marketable securities	$	1,071		$	877
Unrealized losses, net of tax, for forward currency exchange contracts		(1,390	)		(1,071	)
Cumulative translation adjustment		374			—
Accumulated elements of other comprehensive income (loss)	$	55		$	(194	)

Earnings per share

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

	Year ended December 31,
	2008		2007		2006
Basic weighted average shares outstanding		34,205		36,666		39,712
Effect of dilutive shares outstanding		124		493		1,009
Diluted weighted average shares outstanding		34,329		37,159		40,721

     In 2008, 2007 and 2006, 3.46 million, 1.35 million and 0.60 million shares, respectively, related to share-based compensation awards have been excluded from the dilutive effect shown above because their impact would be anti-dilutive.

Note 3. Recent accounting pronouncements

Recently adopted

     In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”). FAS 157 clarifies how to measure fair value as permitted under other accounting pronouncements but does not require any new fair value measurements. In February 2008, the FASB agreed to delay the effective date of FAS 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, to fiscal years beginning after November 15, 2008. The Company adopted the provisions of FAS 157 for financial assets and financial liabilities on January 1, 2008 and it did not have a material impact on the consolidated financial statements. The Company will adopt the application of FAS 157 for all non-financial assets and liabilities in the first quarter of 2009. The Company is currently evaluating the impact of this portion of the pronouncement and has not yet determined the effect it will have on the Company’s financial position or results of operations.

32

     In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115 (“FAS 159”). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value (the “fair value option”) that are not currently required to be measured at fair value. The Company adopted the provisions of FAS 159 on January 1, 2008 and did not elect the fair value option to measure certain financial instruments.

Not yet adopted

     In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations (“FAS 141(R)”). FAS 141(R) broadens the scope of acquisition accounting as prescribed in FAS 141, which applied only to business combinations in which control was obtained by transferring consideration, to all transactions and other events in which an entity obtains control of a business. FAS 141(R) establishes principles for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree by requiring recognition at the acquisition date, and measurement at their fair values as of that date, with limited exceptions specified in the statement. FAS 141(R) also establishes requirements for how the acquirer recognizes and measures goodwill acquired in the business combination or a gain from a bargain purchase as defined in the statement. In addition, FAS 141(R) establishes guidance for how the acquirer determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The Company will be required to adopt FAS 141(R) for acquisitions completed after December 31, 2008. The Company is currently evaluating the impact of FAS 141(R); however, the implementation may have a material impact on our consolidated financial statements for businesses we acquire post adoption.

     In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133 (“FAS 161”). FAS 161 is intended to improve the current disclosure framework in Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“FAS 133”) by requiring entities to provide enhanced disclosures about how and why the entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under FAS 133 and its related interpretations, and how derivative instruments and hedged items affect the entity’s financial position, financial performance, and cash flows. The Company will be required to adopt FAS 161 as of January 1, 2009. The Company is currently evaluating the impact of FAS 161 but does not expect it to have a material impact.

Note 4. Acquisitions

2008 Acquisitions

     In October and December 2008, the Company acquired 100% of the equity interests of two companies that supplement its existing product offerings. The total purchase price for both acquisitions was $10.0 million, net of cash acquired, which was preliminarily allocated to the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values. The Company allocated $5.6 million to intangible assets with a weighted average amortization period of 8 years and $6.7 million was allocated to goodwill. The purchase price for one of the acquisitions may be increased if certain performance targets are met in each of the three annual periods ending December 31, 2009, 2010 and 2011.

2007 Acquisitions

     On July 31, 2007, the Company acquired 100% of the equity interests of Information Technology Toolbox, Inc, now operating as Toolbox.com. Toolbox.com operates an online platform that connects a community of IT and other professionals who share practical, job-related information. This community provides free access to a worldwide audience of experienced, knowledgeable professionals and generates advertising and content related revenues that are recognized as the services are provided.

33

     The purchase price of Toolbox.com was $58.4 million, net of $0.5 million of transaction costs. The purchase price may be increased if certain financial thresholds are achieved during a 12-month period on or before December 31, 2010. The operating results after July 31, 2007 are included in the Company’s consolidated statements of income. Pro forma information disclosing the results of operations for the period from January 1, 2007 to July 31, 2007 and year ended December 31, 2006 are not presented as the effects were not material. The purchase price was allocated to the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values. The purchase price was assigned as follows (in thousands):

Net working capital	$	1,547
Property and equipment		600
Intangible assets		20,294
Goodwill (deductible for tax purposes)		35,916
Allocated purchase price	$	58,357

     Intangible assets of Toolbox.com that were acquired primarily include advertising customer relationships, user database, and technology integral to content management and connection with users and are being amortized over assigned lives ranging from 3 to 20 years with a weighted average amortization period of 6 years.

     In 2008, the Company recorded an impairment loss relating primarily to the goodwill of Toolbox.com. See Note 9.

Note 5. Fair value measurements

     FAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. FAS 157 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

•  Level 1 — Quoted prices in active markets for identical assets or liabilities.

•  Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•  Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

     The Company has segregated all financial assets and liabilities that are measured at fair value on a recurring basis (at least annually) into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below (in thousands):

	Fair Value
	as of
	December 31,		Fair Value Measurements Using Fair Value Hierarchy
	2008		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	16,214	$	16,214	$	—	$	—
Available-for-sale marketable securities		59,889		59,889		—		—
Variable insurance products held in a Rabbi Trust		10,948		—		10,948		—
Financial liabilities
Forward currency exchange contracts	$	4,057	$	—	$	4,057	$	—

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Note 6. Marketable securities

     The aggregate market value, amortized cost, gross unrealized gains and gross unrealized losses on available-for-sale marketable securities are as follows (in thousands):

	December 31, 2008
					Gross		Gross
	Market		Amortized		Unrealized		Unrealized
	Value		Cost		Gains		Losses
U.S. Treasury notes	$	25,845	$	25,365	$	480	$	—
Washington D.C. tax exempt bonds		34,044		32,739		1,383		78
Total marketable securities	$	59,889	$	58,104	$	1,863	$	78

	December 31, 2007
					Gross		Gross
	Market		Amortized		Unrealized		Unrealized
	Value		Cost		Gains		Losses
U.S. Treasury notes	$	57,033	$	56,641	$	392	$	—
Washington D.C. tax exempt bonds		39,738		38,694		1,044		—
Total marketable securities	$	96,771	$	95,335	$	1,436	$	—

     The following table summarizes marketable securities maturities (in thousands):

	December 31, 2008
	Fair Market		Amortized
	Value		Cost
Less than one year	$	13,545	$	13,502
Matures in 1 to 5 years		42,804		41,081
Matures in 6 to 10 years		3,540		3,521
Total marketable securities	$	59,889	$	58,104

     In 2008 and 2007, the sale of marketable securities resulted in net realized investment gains of $73,000 and $142,000, respectively which are included in Other (expense) income, net in the consolidated statements of income. The Company did not sell any marketable securities in 2006.

Note 7. Membership fees receivable

     Membership fees receivable consists of the following (in thousands):

	December 31,
	2008			2007
Billed	$	103,478		$	117,738
Unbilled		28,460			45,346
		131,938			163,084
Allowance for uncollectible revenue		(4,931	)		(1,748	)
Membership fees receivable, net	$	127,007		$	161,336

Note 8. Property and equipment

     Property and equipment consists of the following (in thousands):

	December 31,
	2008			2007
Furniture, fixtures, and equipment	$	41,651		$	31,815
Leasehold improvements		83,250			72,741
Computer software and Web site development costs		17,185			14,752
		142,086			119,308
Accumulated depreciation		(32,953	)		(27,404	)
Property and equipment, net	$	109,133		$	91,904

     Depreciation expense was $15.8 million, $13.1 million and $9.7 million in 2008, 2007 and 2006, respectively.

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Note 9. Goodwill

     The changes in the carrying amount of goodwill in 2008 and 2007 are as follows (in thousands):

	December 31,
	2008			2007
Beginning of year	$	42,626		$	6,364
Goodwill acquired		6,712			36,262
Impairment loss		(22,946	)		—
Goodwill	$	26,392		$	42,626

     In the fourth quarter of 2008, based on a combination of factors (including the current economic environment and the near term outlook for advertising related revenue), the Company concluded that goodwill amounts previously recorded for the 2007 acquisition of Information Technology Toolbox, Inc. were impaired. The Company utilized the income approach (discounted cash flow method) and the market approach (guideline company method and the transaction method) in the determination of the fair value of Toolbox.com. The total impairment loss recognized in the fourth quarter of 2008 was $23.2 million ($22.9 million related to goodwill). This non-cash charge did not impact the Company’s liquidity position or cash flows.

Note 10. Accounts payable and accrued liabilities

     Accounts payable and accrued liabilities consists of the following (in thousands):

	December 31,
	2008		2007
Accounts payable	$	6,658	$	11,319
Advanced membership payments received		15,402		14,197
Other accrued liabilities		44,307		37,165
Accounts payable and accrued liabilities	$	66,367	$	62,681

Note 11. Other liabilities

     Other liabilities consist of the following (in thousands):

	December 31,
	2008		2007
Deferred compensation	$	7,256	$	12,242
Lease incentives		35,558		31,201
Deferred rent benefit — long term		11,238		8,081
Other		8,045		8,270
Total other liabilities	$	62,097	$	59,794

Note 12. Stockholders’ equity and share-based compensation

Share-based compensation

     Effective January 1, 2006, the Company adopted FAS 123(R) using the modified prospective transition method. Under this transition method, share-based compensation expense includes compensation expense for all share-based compensation awards granted prior to, but not vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the original provisions of FAS 123. Share-based compensation expense for all share-based compensation awards granted on or after January 1, 2006 is based on the grant-date fair value estimated in accordance with the provisions of FAS 123(R). The Company previously recorded share-based compensation expense in accordance with the provisions of APB 25, which allowed the Company to record share-based compensation expense based on the intrinsic value of the share-based award at the date of grant.

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     Under share-based compensation plans, the Company may grant certain employees, directors and consultants options to purchase common stock, stock appreciation rights and restricted stock units. Options are rights to purchase common stock of the Company at the fair market value on the date of grant. Stock appreciation rights are equity settled share-based compensation arrangements whereby the number of shares of the Company’s common stock that will ultimately be issued is based upon the appreciation of the Company’s common stock and the number of awards granted to an individual. Restricted stock units are equity settled share-based compensation arrangements of a number of shares of the Company’s common stock. Holders of options and stock appreciation rights do not participate in dividends until after the exercise of the award. Restricted stock unit holders do not participate in dividends nor do they have voting rights until the restrictions lapse.

     FAS 123(R) requires forfeitures to be estimated at the time of grant and adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The forfeiture rate is based on historical experience. Share-based compensation expense is recognized on a straight line basis, net of an estimated forfeiture rate, for only those shares expected to vest over the requisite service period of the award, which is generally the vesting term of four years. When estimating forfeitures, the Company considers voluntary termination behaviors as well as trends of actual forfeitures. In 2008, the Company increased its estimated forfeiture rate from 3% to 14% and the cumulative effect of the change in estimate was a reduction in compensation expense of $2.9 million.

     The Company recognized total share-based compensation costs of $12.5 million, $22.8 million and $25.3 million in 2008, 2007 and 2006, respectively. These amounts are allocated to Cost of Services, Member relations and marketing, and General and administrative expenses in the consolidated statements of income. The total income tax benefit for share-based compensation arrangements was $5.0 million, $8.5 million and $9.7 million in 2008, 2007 and 2006, respectively. At December 31, 2008, $20.8 million of total estimated unrecognized share-based compensation cost is expected to be recognized over a weighted-average period of approximately 2.3 years.

Equity incentive plans

     The Company issues awards under the 2004 Stock Incentive Plan, as amended, (the ''2004 Plan’’) and the Directors’ Stock Option Plan, adopted in 1998 (the ''Directors’ Plan’’) (together ''the Plans’’). All regular employees, directors and consultants are eligible to receive equity awards. The Plans provide for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units and incentive bonuses. The 2004 Plan provides for the issuance of up to 6.3 million shares of common stock, plus any shares subject to outstanding awards under prior equity compensation plans up to an aggregate maximum of 9.4 million shares. The terms of the awards granted under the Plans, including vesting, forfeiture and post termination exercisability are set by the plan administrator, subject to certain restrictions. The contractual term of equity awards ranges from 4 to 10 years. The Company had 3.4 million shares available for issuance under the Plans at December 31, 2008.

Valuation assumptions

     The following assumptions were used to value grants of common stock options and stock appreciation rights for each respective period:

	Year ended December 31,
	2008			2007			2006
Risk-free interest rate		4.31	%		4.47	%		4.80	%
Dividend yield		3.86	%		2.01	%		1.29	%
Expected life of option (in years)		5.1			4.8			4.5
Expected volatility		35	%		30	%		30	%
Weighted-average fair value of share-based compensation awards granted	$	7.37		$	17.85		$	26.14

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Common stock options

     The following table summarizes the changes in common stock options in 2008, 2007 and 2006:

	2008					2007					2006
				Weighted					Weighted					Weighted
	Number			Average		Number			Average		Number			Average
	of Options			Exercise Price		of Options			Exercise Price		of Options			Exercise Price
Outstanding, beginning of year		2,198,953		$	53.28		2,942,132		$	50.63		5,271,183		$	44.96
Granted		—			—		—			—		—			—
Forfeited		(326,869	)		61.14		(149,250	)		56.92		(152,262	)		54.62
Exercised		(69,057	)		29.74		(593,929	)		39.20		(2,176,789	)		36.71
Outstanding, end of year		1,803,027		$	52.75		2,198,953		$	53.28		2,942,132		$	50.63
Vested or expected to vest, end of year		1,701,917		$	51.97		2,151,328		$	53.13		2,849.979		$	50.39
Exercisable, end of year		1,580,902		$	50.89		1,338,954		$	48.66		881,508		$	44.15

     At December 31, 2008, the aggregate intrinsic value (the difference between the market price and the exercise price) of common stock options outstanding and exercisable was $0. The total intrinsic value of common stock options exercised in 2008, 2007 and 2006 was $0.9 million, $17.4 million and $130.9 million respectively.

     The following table summarizes the characteristics of options at December 31, 2008:

	Options Outstanding						Options Exercisable
					Weighted						Weighted
			Weighted		Average				Weighted		Average
			Average		Remaining				Average		Remaining
			Exercise		Contractual				Exercise		Contractual
Range of Exercise Prices	Shares		Price		Life-Years		Shares		Price		Life-Years
$21.19 — $45.10		849,786	$	39.78		2.86		848,536	$	39.79		2.86
46.45  —  64.30		142,740		52.95		3.72		142,115		52.90		3.72
64.88  —  89.70		810,501		66.31		3.24		590,251		66.36		3.24
$21.19 — $89.70		1,803,027	$	52.75		3.10		1,580,902	$	50.89		3.08

Stock appreciation rights

     The following table summarizes the changes in stock appreciation rights in 2008, 2007 and 2006:

	2008					2007					2006
	Number of					Number of					Number of
	Stock			Weighted		Stock			Weighted		Stock			Weighted
	Appreciation			Average		Appreciation			Average		Appreciation			Average
	Rights			Exercise Price		Rights			Exercise Price		Rights			Exercise Price
Outstanding, beginning of year		1,293,319		$	83.82		614,145		$	97.36		—			$      —
Granted		816,507			40.95		840,486			74.48		628,150			97.36
Forfeited		(261,563	)		74.80		(161,312	)		86.67		(14,005	)		97.56
Exercised		—			—		—			—		—			—
Outstanding, end of year		1,848,263		$	66.16		1,293,319		$	83.82		614,145			$97.36
Vested or expected to vest, end of year		1,270,404		$	69.22		1,171,169		$	84.13		579,386			$97.36
Exercisable, end of year		383,237		$	87.38		134,292		$	97.52		—			—

     The per share weighted average grant date fair value of stock appreciation rights granted was $40.95, $74.48 and $97.36 in 2008, 2007 and 2006, respectively. At December 31, 2008, the aggregate intrinsic value of stock appreciation rights outstanding and exercisable was $0.

     The following table summarizes the characteristics of stock appreciation rights at December 31, 2008:

	Stock Appreciation Rights Outstanding						Stock Appreciation Rights Exercisable
					Weighted						Weighted
			Weighted		Average				Weighted		Average
			Average		Remaining				Average		Remaining
			Exercise		Contractual				Exercise		Contractual
Range of Exercise Prices	Shares		Price		Life-Years		Shares		Price		Life-Years
$25.99 — $40.36		29,000	$	35.31		6.47		—	$	—		—
40.78 —  40.78		654,007		40.78		6.18		—		—		—
45.74  — 97.56		1,165,256		81.17		4.93		383,237		87.38		4.68
$25.99 — $97.56		1,848,263	$	66.16		5.40		383,237	$	87.38		4.68

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Restricted stock units

     The following table summarizes the changes in restricted stock units in 2008, 2007 and 2006:

	2008					2007					2006
	Number			Weighted Average		Number			Weighted Average		Number			Weighted Average
	of Restricted			Grant Date Fair		of Restricted			Grant Date Fair		of Restricted			Grant Date Fair
	Stock Units			Value		Stock Units			Value		Stock Units			Value
Outstanding, beginning of year		101,268			84.03		60,123			94.78		—			—
Granted		70,235			36.37		73,529			74.07		60,661			94.78
Forfeited		(13,045	)		68.56		(17,499	)		83.21		(538	)		94.78
Vested		(25,262	)		85.26		(14,885	)		94.78		—			—
Outstanding, end of year		133,196			60.18		101,268			84.03		60,123			94.78

Share Repurchases

     In July 2007, the Company’s Board of Directors authorized a share repurchase of up to an additional $125 million of the Company’s common stock. When combined with the remaining balance of the then-existing share repurchase authorizations, this provided the Company the opportunity to repurchase up to $149.2 million of the Company’s shares as of the July 2007 date of the additional share repurchase authorization. Repurchases may continue to 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 is funding its share repurchases with cash on hand and cash generated from operations. In 2008, 2007 and 2006, the Company repurchased 1.0 million, 4.3 million and 1.9 million shares, respectively, of its common stock at a total cost of $41.8 million, $303.0 million and $176.0 million, respectively. The remaining share repurchase authorization was $22.4 million at December 31, 2008.

Dividends

     In 2008, the Company’s Board of Directors declared quarterly cash dividends of $0.44 per share. The Company funds its dividend payments with cash on hand and cash generated from operations.

Preferred stock

     At December 31, 2008 and 2007, the Company had 5.0 million shares of preferred stock authorized with a par value of $0.01 per share. No shares were issued and outstanding at December 31, 2008 and 2007.

Note 13. Restructuring Costs

     In the fourth quarter of 2008, the Company committed to a plan of workforce reductions to restructure its business. This restructuring includes a reduction of approximately 15% of the Company’s workforce; a realignment of products and services, including consolidation or retirement of certain products, to focus on five corporate decision centers; and the implementation of a new, integrated approach to prospect and member account management.

     Pre-tax restructuring charges for these actions are estimated to be approximately $9.3 million, most of which is associated with severance and related termination benefits. Based on Statement of Financial Accounting Standards No. 112, Employers’ Accounting for Postemployment Benefits, the Company recorded a pre-tax restructuring charge of $8.0 million for these actions in the fourth quarter of 2008. The Company expects to recognize a majority of the remaining charges in the first quarter of 2009, with the remaining costs being recognized over the remainder of 2009. Substantially all of these charges will result in cash expenditures in 2009.

Note 14. Income taxes

     The provision for income taxes consists of the following (in thousands):

	Year ended December 31,
	2008			2007			2006
Current tax expense
Federal	$	42,607		$	54,328		$	61,584
State and local		9,639			1,547			—
Foreign		1,865			1,476			1,144
		54,111			57,351			62,728
Deferred tax (benefit) expense
Federal		(16,163	)		(10,552	)		(12,493	)
State and local		(547	)		919			(484	)
Foreign		(444	)		(217	)		(190	)
		(17,154	)		(9,850	)		(13,167	)
Provision for income taxes	$	36,957		$	47,501		$	49,561

     In 2008, 2007 and 2006, the Company made cash payments for income taxes of $55.2 million, $60.8 million and $9.0 million, respectively.

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     The provision for income taxes differs from the amount of income taxes determined by applying the U.S. federal income tax statutory rate to income before provision for income taxes as follows:

	Year ended December 31,
	2008			2007			2006
Statutory U.S. federal income tax rate		35.0	%		35.0	%		35.0	%
State income taxes, net of federal benefit		5.3			3.3			3.9
Foreign income tax		(0.4	)		(0.1	)		—
Foreign currency loss		1.6			—			—
Permanent differences and credits, net		0.6			(1.1	)		(0.4	)
Effective tax rate		42.1	%		37.1	%		38.5	%

     The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities consist of the following (certain prior year amounts have been reclassified to conform with the current year presentation, in thousands):

	December 31,
	2008			2007
Deferred tax assets:
Share-based compensation	$	16,551		$	14,492
Goodwill and intangibles		9,819			946
Accrued incentive compensation		9,250			9,196
Accruals and reserves		5,273			958
Net operating loss and tax credit carry forwards		7,612			8,529
Depreciation		2,480			5,086
Deferred compensation plan		4,244			4,739
Deferred revenue		2,411			3,906
Operating leases and lease incentives		7,375			4,505
Other		2,256			230
Total deferred tax assets		67,271			52,587
Valuation allowance		(8,127	)		(7,878	)
Total deferred tax assets, net of valuation allowance		59,144			44,709
Deferred tax liabilities:
Deferred incentive compensation		5,016			6,177
Other		3,908			1,515
Total deferred tax liabilities		8,924			7,692
Deferred tax assets, net	$	50,220		$	37,017

     In estimating future tax consequences, FAS 109 generally considers all expected future events in the determination and valuation of deferred tax assets and liabilities. The valuation allowance at December 31, 2008 and 2007 was primarily related to state tax credit carryfowards from the District of Columbia described below and state net operating loss carryforwards. The net change in the valuation allowance was an increase of $0.2 million and $2.1 million in 2008 and 2007, respectively.

     The Company has net operating loss carryforwards for state income tax purposes of $0.2 million which are available to offset future state taxable income through 2028.

     The Office of Tax and Revenue of the Government of the District of Columbia (the “Office of Tax and Revenue”) 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”). In 2003, the Company received notification from the Office of Tax and Revenue that its certification as a QHTC under the Act had been accepted. As a QHTC, the Company’s Washington, D.C. statutory income tax rate was 0.0% through 2005 and 6.0% thereafter. The Company was also eligible for certain Washington, D.C. income tax credits and other benefits. The Company has Washington D.C. tax credit carry forwards resulting in deferred tax assets of $7.4 million, $8.5 million and $9.3 million at December 31, 2008, 2007 and 2006, respectively. These credits expire in years 2011 through 2017. The Company recorded a $7.4 million, $7.9 million and $5.8 million valuation allowance related to these credit carryforwards at December 31, 2008, 2007 and 2006, respectively.

40

     Undistributed earnings of the Company’s foreign subsidiaries amounted to $15.1 million, $10.3 million and $6.1 million at December 31, 2008, 2007 and 2006, respectively. Those earnings are considered to be indefinitely reinvested; accordingly, no provision for U.S. federal and state income taxes has been provided thereon. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable due to the complexities associated with its hypothetical calculation; however, unrecognized foreign tax credit carry forwards would be available to reduce some portion of the U.S. liability.

     The Company adopted the provisions of FIN 48 on January 1, 2007 and there was no difference between the amounts of unrecognized tax benefits recognized in the balance sheet prior to the adoption of FIN 48. A reconciliation of the beginning and ending unrecognized tax benefit is as follows (in thousands):

	December 31,
	2008			2007
Balance at beginning of the year	$	900		$	900
Additions based on tax positions related to the current year		—			—
Additions for tax positions of prior years		—			—
Reductions for tax positions of prior years		(288	)		—
Reductions for lapse of statute of limitations		(185	)		—
Settlements		—			—
Balance at end of the year	$	427		$	900

     The Company files income tax returns in U.S. federal, state, and foreign jurisdictions. With few exceptions, the Company is no longer subject to tax examinations in major tax jurisdictions for periods prior to 2005. All of the Company’s unrecognized tax benefit liability would affect the Company’s effective tax rate if recognized. Interest and penalty expense recognized related to uncertain tax positions amounted to $0.1 million in 2008 and 2007, respectively. Total accrued interest and penalties at December 31, 2008 and December 31, 2007 was $0.3 million and $0.2 million respectively, and was included in accrued expenses.

Note 15. Employee benefit plans

Defined contribution 401(k) plan

     The Company sponsors a defined contribution 401(k) plan (the ''Plan’’) in which the Company’s employees participate. Pursuant to the Plan, all employees who have reached the age of 21 are eligible to participate. Prior to 2007, the Company provided a discretionary contribution equal to 25% of an employee’s contribution up to a maximum of 4% of base salary. Effective January 1, 2007, the Company adopted amendments to the Plan in which the Company provides a discretionary contribution equal to 50% of an employee’s contribution up to a maximum of 6% of base salary. The amendments to the Plan additionally provide that effective January 1, 2007, the Company’s matching contribution on behalf of an employee is subject to a four-year vesting schedule of 25% per year beginning one year from the employee’s date of hire, and that an employee must be employed by the Company on the last day of a Plan year in order to vest in the Company’s contribution for that year. Company contributions to the Plan were $4.0 million, $3.1 million and $1.1 million in 2008, 2007 and 2006, respectively.

Employee stock purchase plan

     The Company sponsors an employee stock purchase plan (the ''ESPP’’) for all eligible employees. Under the ESPP, employees authorize payroll deductions from 1% to 10% of their eligible compensation to purchase shares of the Company’s common stock. The total shares of the Company’s common stock authorized for issuance under the ESPP is 1,050,000. Under the plan, shares of the Company’s common stock may be purchased over an offering period, typically three months, at 85% of the lower of the fair market value on the first day of the applicable offering period or on the last day of the three month purchase period. In 2008, 2007 and 2006, the Company issued 39,730 shares, 33,677 shares and 26,875 shares of common stock, respectively, under the ESPP. At December 31, 2008, 0.8 million shares were available for issuance.

41

Deferred compensation plan

     Effective July 1, 2005, the Company implemented a Deferred Compensation Plan (the ''Plan’’) for certain employees and members of the Board of Directors to provide an opportunity to defer compensation on a pre-tax basis. The Plan provides for deferred amounts to be credited with investment returns based upon investment options selected by participants from alternatives designated from time to time by the plan administrative committee. Investment earnings associated with the Plan’s assets are included in Other income, net while changes in individual participant account balances are recorded as compensation expense in the consolidated statements of income. The Plan also allows the Company to make discretionary contributions at any time based on individual or overall Company performance, which may be subject to a different vesting schedule than elective deferrals, and provides that the Company will make up any 401(k) plan match that is not credited to the participant’s 401(k) account due to his or her participation in the Plan. The Company has established a rabbi trust to hold assets utilized by the Company to pay benefits under the Plan. The Company did not make any discretionary contributions to the Plan in 2008, 2007 and 2006.

Note 16. Commitments and contingencies

Operating leases

     The Company leases office facilities that expire on various dates through 2028. Generally, the leases carry renewal provisions and rental escalations and require the Company to pay executory costs such as taxes and insurance. Rental payments may be adjusted for increases in taxes and insurance above specified amounts. In 2008, the Company entered into a sublease agreement with a third party for one floor of its Arlington, Virginia headquarters. Total sublease payments are $7.5 million over a five-year term. Rent expense was $29.4 million (net of $0.2 million in sublease income), $21.9 million and $15.1 million in 2008, 2007 and 2006, respectively.

     Future minimum rental payments under non-cancelable operating leases, excluding executory costs and sublease payments, are as follows (in thousands):

Year ended December 31,
2009	$	32,393
2010		32,323
2011		32,000
2012		31,593
2013		31,199
Thereafter		385,898
Total	$	545,406

     The Company has completed the tenant build-out of the Arlington, Virginia headquarters. The total cost of the build-out was approximately $100 million, of which approximately $40 million was paid by the landlord through lease incentives. In 2007, approximately $32 million of the lease incentives were paid directly to vendors and was excluded from the statement of cash flows as a non-cash investing activity. The remaining $8 million of lease incentives was received by the Company in September 2008 and was included in cash flows from operations. The lease incentives are being amortized over the term of the lease (through 2028) as a reduction of rent expense.

Other

     At December 31, 2008, the Company had outstanding letters of credit totaling $6.4 million to provide security deposits for certain office space leases. The letters of credit expire in the period from January 2009 through September 2009, but will automatically extend for another year from their expiration dates unless the Company terminates them. To date, no amounts have been drawn on these agreements. In 2008, the Company terminated letters of credit relating to the security deposits for the Washington, D.C. office space leases when the leases expired. Under the terms of the Arlington, Virginia lease agreement, the Company committed to providing the landlord a security deposit totaling $50 million and pledged $50 million of long-term marketable securities to the landlord as collateral for this obligation. In August 2008, the Company replaced the $50 million pledge of long-term marketable securities with a letter of credit for $4.5 million.

     From time to time, the Company is subject to ordinary routine litigation incidental to its normal business operations. The Company is not currently a party to, and the Company’s property is not subject to, any material legal proceedings.

42

     The Company continues to evaluate potential tax exposures relating to sales and use, payroll, and property tax laws and regulations for various states in which the Company sells or supports its goods and services. Accruals for potential contingencies are recorded by the Company when it is probable that a liability has been incurred and the liability can be reasonably estimated. As additional information becomes available, changes in the estimates of the liability are reported in the period that those changes occur. The Company accrued a liability of $3.7 million, $2.0 million and $4.1 million at December 31, 2008, 2007 and 2006, respectively, relating to certain sales and use tax regulations for states in which the Company sells or supports its goods and services.

Note 17. Segments and Geographic Areas

     Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information, requires a business enterprise, based upon a management approach, to disclose financial and descriptive information about its operating segments. Operating segments are components of an enterprise about which separate financial information is available and regularly evaluated by the chief operating decision maker of an enterprise. The operating results for the Toolbox.com subsidiary do not meet the quantitative thresholds for separate disclosure.

     The Company has net sales and long-lived assets, consisting of property, plant and equipment, goodwill and intangible assets, net of accumulated depreciation and amortization, in the following geographic areas (in thousands):

	United States	Europe	Other countries	Total
2008
Revenues	$382,705	$98,828	$76,819	$558,352
Long-lived assets	140,219	14,730	1,781	156,730
2007
Revenues	380,544	86,595	65,577	532,716
Long-lived assets	149,969	6,272	432	156,673
2006
Revenues	341,740	66,798	52,085	460,623
Long-lived assets	27,755	6,765	294	34,814

Note 18. Quarterly financial data (unaudited)

     Unaudited summarized financial data by quarter in 2008 and 2007 is as follows (in thousands, except per-share amounts):

	2008 Quarter Ended
	March 31		June 30		September 30		December 31
Revenues	$	138,023	$	141,173	$	142,409	$	136,747
Impairment loss		—		—		—		23,246
Restructuring costs		—		—		—		8,006
Income from operations		25,779		26,730		37,111		3,566
Income before provision for income taxes		26,477		27,671		33,222		378
Net income (loss)	$	15,886	$	16,603	$	20,833	$	(2,531	)
Earnings (loss) per share:
Basic	$	0.46	$	0.49	$	0.61	$	(0.07	)
Diluted	$	0.45	$	0.49	$	0.61	$	(0.07	)

	2007 Quarter Ended
	March 31		June 30		September 30		December 31
Revenues	$	124,525	$	129,697	$	136,288	$	142,206
Income from operations		25,580		22,878		31,551		32,030
Income before provision for income taxes		31,495		28,167		34,784		33,642
Net income	$	19,370	$	17,323	$	21,392	$	22,502
Earnings per share:
Basic	$	0.50	$	0.47	$	0.60	$	0.64
Diluted	$	0.50	$	0.46	$	0.59	$	0.63

43

Note 19. Subsequent events

Dividends

     In February 2009, the Board of Directors declared a quarterly cash dividend of $0.44 per share. The dividend is payable on March 31, 2009 to stockholders of record at the close of business on March 13, 2009. The Company funds its dividend payments with cash on hand and cash generated from operations.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

     None.

Item 9A. Controls and Procedures.

     We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of December 31, 2008. 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 Chief Executive Officer and Chief Financial Officer concluded that as of the date of such evaluation, our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and 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 this evaluation.

     No changes in our internal control over financial reporting occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

     See “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for the Report of Management’s Assessment of Internal Control over Financial Reporting. Ernst & Young, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, has issued an attestation report on management’s assessment of our internal control over financial reporting. Such attestation, which expresses unqualified opinions on management’s assessment and on the effectiveness of our internal controls over financial reporting as of December 31, 2008, is included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K under the heading “Report of Independent Registered Public Accounting Firm.”

Item 9B. Other Information.

     None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

     The information required by this Item is incorporated by reference to the information provided under the headings “Election of Directors” and “Executive Officers” of our Proxy Statement.

Item 11. Executive Compensation.

     The information required by this Item is incorporated by reference from the information provided under the headings “Compensation Discussion and Analysis” and “ Executive Compensation” of our Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

     Information required by this Item with respect to Security Ownership of Certain Beneficial Owners and Management is incorporated herein by reference from the information provided under the heading “Security Ownership of Certain Beneficial Owners and Management” of our Proxy Statement.

44

     Equity Compensation Plan Information

     The following table provides information about the securities authorized for issuance under our equity compensation plans at December 31, 2008.

	(A)		(B)		(C)
	Number Of
	Securities To Be				Number of Securities
	Issued Upon				Remaining Available
	Exercise Of		Weighted-Average		For Future Issuances under
	Outstanding		Exercise Price Of		Equity Compensation Plans
	Options, Warrants		Outstanding Options,		(Excluding Securities
Plan Category	And Rights		Warrants And Rights		Reflected In Column (A))
Equity compensation plans approved by stockholders		3,413,261	$	59.30		3,434,581
Equity compensation plans not approved by stockholders (1)		371,225		40.37		—
Total		3,784,486	$	57.44		3,434,581

(1) In March 2002, the Company adopted the 2002 Non-Executive Stock Incentive Plan, as amended (the ''2002 Plan’’), which was not approved by stockholders. In December 2006, the Company further amended the 2002 Plan to address new guidance regarding equity restructurings under FAS 123(R). The 2002 Plan provided for the issuance of up to 7,300,000 shares of common stock under stock options or restricted stock grants. Any person who is an employee or prospective employee of the Company was eligible for the grant of awards under the 2002 Plan, unless such person is an officer or director of the Company. The terms of awards granted under the 2002 Plan, including vesting, forfeiture and post termination exercisability are set by the plan administrator, subject to certain restrictions set forth in the 2002 Plan. The common stock options granted under the 2002 Plan generally become exercisable 25% per year beginning one year from the date of grant and expire between March 2011 and March 2013. With stockholder approval of the Company’s 2004 Stock Incentive Plan in July 2004, the 2002 Plan was suspended and no new grants will be made under the 2002 Plan. Stockholder approval of the 2004 Plan terminated the Company’s ability to issue awards for 4,497,625 shares that at that time remained available under the 2002 Plan.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

     None.

Item 14. Principal Accounting Fees and Services.

     The information required by this Item is incorporated by reference from the information provided under the heading ''Independent Registered Accounting Firm’s Fees and Services’’ of our Proxy Statement.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(1)	The following financial statements of the registrant and reports of Independent Registered Public Accounting Firm are included in Item 8 hereof:
	Report of Management’s Assessment of Internal Control over Financial Reporting,
	Reports of Independent Registered Public Accounting Firm, Consolidated Balance Sheets at December 31, 2008 and 2007,
	Consolidated Statements of Income for the years ended December 31, 2008, 2007 and 2006,
	Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006,
	Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2008, 2007 and 2006, and
	Notes to Consolidated Financial Statements.
(2)	Except as provided below, all schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission either have been included in the consolidated financial statements or are not required under the related instructions, or are not applicable and therefore have been omitted.
	Schedule II—Valuation and Qualifying Accounts.
(3)	The exhibits listed below are filed or incorporated by reference as part of this Form 10-K.

45

Exhibit
No.	Description of Exhibit
3.1	Second Amended and Restated Certificate of Incorporation.*
3.2	Amended and Restated Bylaws.*
4.1	Specimen Common Stock Certificate.*
10.1	Employment Agreement, dated January 21, 1999, between The Corporate Executive Board Company and James J. McGonigle.*†
10.2	Stock Option Agreement Pursuant to The Corporate Advisory Board Company Stock-Based Incentive Compensation Plan, effective as of October 31, 1997, between The Corporate Executive Board Company and James J. McGonigle, as amended on January 21, 1999.*†
10.3	Agreement Concerning Exclusive Services, Confidential Information, Business Opportunities, Non-Competition, Non-Solicitation and Work Product, dated January 21, 1999, between The Corporate Executive Board Company and James J. McGonigle.*
10.4	Form of Agreement Concerning Exclusive Services, Confidential Information, Business Opportunities, Non-Competition, Non-Solicitation and Work Product.*
10.5	The Corporate Executive Board Company Stock-Based Incentive Compensation Plan, adopted on October 31, 1997, as amended and restated in February 1999.*** †
10.6	Amended Directors’ Stock Plan and Standard Terms and Conditions for Director Non-qualified Stock Options.*** †
10.7	1999 Stock Option Plan and Standard Terms and Conditions for 1999 Stock Option Plan Incentive Stock Options.*** †
10.8	Employee Stock Purchase Plan dated June 23, 2000.**
10.9	2001 Stock Option Plan. ## †
10.10	2002 Non-Executive Stock Incentive Plan. Þ †
10.11	2004 Stock Incentive Plan, as amended June 14, 2007. **** †
10.12	Non-Competition Agreement, effective as of January 1, 1999, as amended effective October 25, 2001, among The Advisory Board Company, The Corporate Executive Board Company and David G. Bradley.* #
10.13	Agreement of Lease, dated June 25, 1998, between The Corporate Executive Board Company and The George Washington University.*
10.14	License Agreement, effective as of October 31, 1997, between The Corporate Executive Board Company and The Advisory Board Company.*
10.15	Form of term sheet for director non-qualified stock options. ### †
10.16	Employment Agreement, dated March 20, 2002, between The Corporate Executive Board Company and Michael A. Archer. ±†
10.17	The Corporate Executive Board Deferred Compensation Plan, as amended, effective January 1, 2008.†
10.18	Standard Terms and Conditions for Restricted Stock Units under the 2004 Stock Incentive Plan and form of Term Sheet for Restricted Stock Units. ####†
10.19	Standard Terms and Conditions for Non-Qualified Stock Options and Stock Appreciation Rights under the 1999 Stock Option Plan, 2001 Stock Option Plan, 2002 Non-Executive Stock Incentive Plan and the 2004 Stock Incentive Plan and form of Term Sheet for Stock Appreciation Rights. #####†

46

Exhibit
No.	Description of Exhibit
10.20	Employment Agreement, dated May 19, 2006, between The Corporate Executive Board Company and Thomas L. Monahan III. +†
10.21	Agreement Concerning Exclusive Services, Confidential Information, Business Opportunities, Non-Competition, Non-Solicitation and Work Product, dated August 20, 1997, between the Company’s predecessor and Thomas L. Monahan III. ++
10.22	Employment Agreement, dated July 25, 2006, between The Corporate Executive Board Company and James J. McGonigle relating to employment, board service, non-competition and related matters. +++†
10.23	Amendments to the 2004 Stock Incentive Plan, 2002 Non-Executive Stock Incentive Plan, 2001 Stock Option Plan, 1999 Stock Option Plan, Employee Stock Purchase Plan and Directors’ Stock Plan, adopted December 22, 2006. ++++†
10.24	2007 Chief Executive Officer Incentive Plan Summary. +++++†
10.25	Executive Committee Incentive Plan Summary. ‡†
10.26	Collaboration Agreement, dated February 6, 2007, with The Advisory Board Company (Confidential treatment has been requested for portions of this agreement.) ‡‡
10.27	Severance Agreement, dated July 30, 2004, between The Corporate Executive Board and Glenn Tobin. ‡‡‡†
10.28	Form of Employer Protection Agreement. ‡‡‡‡
10.29	Amendments, adopted February 21, 2007, to the 2004 Stock Incentive Plan. ‡‡‡‡‡†
10.30	Form of Indemnity Agreement between The Corporate Executive Board Company and its directors and officers. ±±
10.31	Form of Change in Control Agreement between The Corporate Executive Board Company and Melody Jones and Chao Liu. ±±± †
14.1	Code of Ethics For Directors, Executives and Employees.
21.1	List of the Subsidiaries of The Corporate Executive Board Company.
23.1	Consent of Ernst and Young LLP, Independent Registered Public Accounting Firm.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 USC Section 1350.

*	Incorporated by reference to the registrant’s registration statement on Form S-1, declared effective by the Securities and Exchange Commission on February 22, 1999 (Registration No. 333-5983).
**	Incorporated by reference to Exhibit 10.1 from the Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2000.
***	Incorporated by reference to the registrant’s registration statement on Form S-8, filed with the Securities and Exchange Commission on March 9, 1999 (Registration No. 333-74145).
****	Incorporated by reference to Exhibit 10.11 from the Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the year ended December 31, 2007.

47

#	Amendments incorporated by reference to Exhibit 10.1 and 10.2 from the Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2001.
##	Incorporated by reference to Exhibit 10.1 to the registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on August 10, 2001 (Registration No. 333-67238).
###	Incorporated by reference to Exhibit 10.43 from the Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the year ended December 31, 2001.
####	Incorporated by reference to Exhibit 10.1 from the Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2006.
#####	Incorporated by reference to Exhibit 10.2 from the Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2006.
+	Incorporated by reference to Exhibit 10.1 from the Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 filed with the Securities and Exchange Commission on July 26, 2006.
++	Incorporated by reference to Exhibit 10.2 from the Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 filed with the Securities and Exchange Commission on July 26, 2006.
+++	Incorporated by reference to Exhibit 10.3 from the Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 filed with the Securities and Exchange Commission on July 26, 2006.
++++	Incorporated by reference to Exhibit 10.23 from the Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the year ended December 31, 2006.
+++++	Incorporated by reference to Exhibit 10.24 from the Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2007.
‡	Incorporated by reference to Exhibit 10.25 from the Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2007.
‡‡	Incorporated by reference to Exhibit 10.26 from the Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2007.
‡‡‡	Incorporated by reference to Exhibit 10.27 from the Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2007.
‡‡‡‡	Incorporated by reference to Exhibit 10.28 from the Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2007.
‡‡‡‡‡	Incorporated by reference to Exhibit 10.29 from the Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2007.
±	Incorporated by reference to Exhibit 10.1 from the Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2002.
±±	Incorporated by reference to Exhibit 10.30 from the Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the year ended December 31, 2007.
±±±	Incorporated by reference to Exhibit 10.1 from the Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 filed with the Securities and Exchange Commission on October 23, 2008.
à	Incorporated by reference to Exhibit 10.21.3 from the Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the year ended December 31, 2002.
†	Compensation arrangement.

48

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of
The Corporate Executive Board Company

We have audited the consolidated financial statements of The Corporate Executive Board Company as of December 31, 2008 and 2007, and for each of the three years in the period ended December 31, 2008 and have issued our report thereon dated March 2, 2009 (included elsewhere in this Form 10-K). Our audits also included the financial statement schedule listed in Item 15 (2) of this Form 10-K. This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Baltimore, Maryland
March 2, 2009

49

THE CORPORATE EXECUTIVE BOARD COMPANY
Schedule II—Valuation and Qualifying Accounts
(In thousands)

					Additions
					Charged to
	Balance at		Additions		Provision		Deductions
	Beginning		Charged to		for Income		from		Balance at
	of Year		Revenue		Taxes		Reserve		End of Year
Year ended December 31, 2008
Allowance for uncollectible revenue	$	1,748	$	15,629	$	—	$	12,446	$	4,931
Valuation allowance on deferred tax assets		7,878		—		716		467		8,127
Year ended December 31, 2007
Allowance for uncollectible revenue	$	1,155	$	8,560	$	—	$	7,967	$	1,748
Valuation allowance on deferred tax assets		5,821		—		2,057		—		7,878
Year ended December 31, 2006
Allowance for uncollectible revenue	$	1,035	$	5,695	$	—	$	5,575	$	1,155
Valuation allowance on deferred tax assets		3,144		—		2,677		—		5,821

50

Signatures

     Pursuant to the requirements of section 13 or 15(d) 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 dated as of March 2, 2009.

The Corporate Executive Board Company

By: /s/ Thomas L. Monahan III Thomas L. Monahan III
Chairman of the Board of Directors and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 2, 2009 by the following persons on behalf of the registrant and in the capacity indicated.

Signature	Title
/s/ Thomas L. Monahan III Thomas L. Monahan III	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
/s/ Chao Liu Chao Liu	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ Gregor S. Bailar Gregor S. Bailar	Director
/s/ Stephen M. Carter Stephen M. Carter	Director
/s/ Gordon J. Coburn Gordon J. Coburn	Director
/s/ Robert C. Hall Robert C. Hall	Director
/s/ Nancy J. Karch Nancy J. Karch	Director
/s/ David W. Kenny David W. Kenny	Director
/s/ Daniel O. Leemon Daniel O. Leemon	Director

51

EXHIBIT INDEX

Exhibit
No.	Description of Exhibit
10.17	The Corporate Executive Board Deferred Compensation Plan, as amended, effective January 1, 2008.
21.1	List of the Subsidiaries of The Corporate Executive Board Company.
23.1	Consent of Ernst and Young LLP, Independent Registered Public Accounting Firm.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 USC Section 1350.

52

EX-10.17

Exhibit 10.17

THE CORPORATE EXECUTIVE BOARD

DEFERRED COMPENSATION PLAN, AS AMENDED,

EFFECTIVE JANUARY 1, 2008

TABLE OF CONTENTS

	Page
ARTICLE I TITLE AND DEFINITIONS		55
1.1 Definitions		55
ARTICLE II PARTICIPATION		57
ARTICLE III DEFERRAL ELECTIONS		57
3.1 Elections to Defer Compensation		57
3.2 Investment Elections		58
ARTICLE IV DEFERRAL ACCOUNTS AND TRUST FUNDING		59
4.1 Deferral Accounts		59
4.2 Company Contribution Account		59
4.3 Trust Funding		60
ARTICLE V VESTING		60
ARTICLE VI DISTRIBUTIONS		60
6.1 Distribution of Deferred Compensation and Discretionary Company Contributions		60
6.2 [Reserved.]		61
6.3 Hardship Distribution		61
6.4 Inability to Locate Participant		61
ARTICLE VII ADMINISTRATION		62
7.1 Committee		62
7.2 Committee Action		62
7.3 Powers and Duties of the Committee		62
7.4 Construction and Interpretation		62
7.5 Information		63
7.6 Compensation, Expenses and Indemnity		63
7.7 Quarterly Statements		63
7.8 Disputes		63
ARTICLE VIII MISCELLANEOUS		64
8.1 Unsecured General Creditor		64
8.2 Restriction Against Assignment		64
8.3 Withholding		64
8.4 Amendment, Modification, Suspension or Termination		64
8.5 Governing Law		65
8.6 Receipt or Release		65
8.7 Payments on Behalf of Persons Under Incapacity		65
8.8 Limitation of Rights and Employment Relationship		65
8.9 Headings		65
8.10 Section 409A of the Code		65
Exhibit A		66

54

THE CORPORATE EXECUTIVE BOARD

DEFERRED COMPENSATION PLAN

          The Corporate Executive Board Company (the “Company”) has determined that it is in the best interests of the Company to establish The Corporate Executive Board Deferred Compensation Plan (the “Plan”) for a select group of management or highly compensated employees in order to serve as a vehicle for attracting, incentivizing, and retaining high quality executive employees. The Plan was originally adopted as of the Effective Date and has been subsequently amended, effective as of January 1, 2006, to read as follows:

ARTICLE I

TITLE AND DEFINITIONS

     1.1 Definitions.

          Whenever the following words and phrases are used in this Plan, with the first letter capitalized, they shall have the meanings specified below.

          (a) “Account” or “Accounts” shall mean all of such accounts as are specifically authorized for inclusion in this Plan.

          (b) “Base Salary” shall mean a Participant’s annual base salary and such commissions and bonuses as may be designated as deferrable as Base Salary by the Committee and which do not otherwise meet the definition of Incentive Compensation. Base Salary shall exclude all other bonus, incentive and all other remuneration for services rendered to Company and shall be determined prior to reduction for any salary contributions to a plan established pursuant to Sections 125, 132 or 401(k) of the Code. In the case of a Participant who is a member of the Board of Directors, the term “Base Salary” shall also include any director fees or director retainers otherwise payable to such Participant.

          (c) “Beneficiary” or “Beneficiaries” shall mean the person or persons, including a trustee, personal representative or other fiduciary, last designated in writing by a Participant in accordance with procedures established by the Committee to receive the benefits specified hereunder in the event of the Participant’s death. No beneficiary designation shall become effective until it is filed with the Committee. Any designation shall be revocable at any time through a written instrument filed by the Participant with the Committee with or without the consent of the previous Beneficiary. No designation of a Beneficiary other than the Participant’s spouse shall be valid unless consented to in writing by such spouse. If there is no such designation or if there is no surviving designated Beneficiary, then the Participant’s surviving spouse shall be the Beneficiary. If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the Participant’s estate, as represented by the duly appointed and currently acting personal representative of the Participant’s estate (which shall include either the Participant’s probate estate or living trust) shall be the Beneficiary. In any case where there is no such personal representative of the Participant’s estate duly appointed and acting in that capacity within ninety (90) days after the Participant’s death (or such extended period as the Committee determines is reasonably necessary to allow such personal representative to be appointed, but not to exceed one hundred eighty (180) days after the Participant’s death), then Beneficiary shall mean the person or persons who can verify by affidavit or court order to the satisfaction of the Committee that they are legally entitled to receive the benefits specified hereunder. In the event any amount is payable under the Plan to a minor, payment shall not be made to the minor, but instead be paid (a) to that person’s living parent(s) to act as custodian, (b) if that person’s parents are then divorced, and one parent is the sole custodial parent, to such custodial parent, or (c) if no parent of that person is then living, to a custodian selected by the Committee to hold the funds for the minor under the Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which the minor resides. If no parent is living and the Committee decides not to select another custodian to hold the funds for the minor, then payment shall be made to the duly appointed and currently acting guardian of the estate for the minor or, if no guardian of the estate for the minor is duly appointed and currently acting within sixty (60) days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor. Payment by Company pursuant to any unrevoked Beneficiary designation, or to the Participant’s estate if no such designation exists, of all benefits owed hereunder shall terminate any and all liability of Company.

          (d) “Board of Directors” or “Board” shall mean the Board of Directors of Company.

          (e) [Reserved]

55

          (f) “Code” shall mean the Internal Revenue Code of 1986, as amended.

          (g) “Committee” shall mean the Compensation Committee of the Board, which shall administer the Plan in accordance with Article VII.

          (h) “Company” shall mean The Corporate Executive Board Company.

          (i) “Company Contribution Account” shall mean the bookkeeping account maintained by the Committee for each Participant that is credited with an amount equal to the Participant’s Company Discretionary Contribution Amount, if any, and Company Matching Contribution Amount, if any, and earnings and losses on such amounts pursuant to Section 4.2.

          (j) “Company Discretionary Contribution Amount” shall mean such discretionary amount if contributed by the Company for a Participant for a Plan Year. Such amount may differ from Participant to Participant in amount, including no contribution and including differences expressed as different percentages of Compensation.

          (k) “Company Matching Contribution Amount” shall mean such amount, if any, contributed by the Company for each Participant for a Plan Year. Such amount may differ from Participant to Participant in amount, including no contribution and including differences expressed as different percentages of Compensation.

          (l) “Compensation” shall mean Base Salary, Incentive Compensation and Ad Hoc Awards.

          (m) “Deferral Account” shall mean the bookkeeping account maintained by the Committee for each Participant that is credited with amounts equal to (1) the portion of the Participant’s Compensation that he or she elects to defer, and (2) earnings and losses pursuant to Section 4.1.

          (n) “Disabled” or “Disability” shall mean the Participant has, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, received income replacement benefits for a period of not less than three months under a disability program covering employees of the Company. The Committee shall determine whether or not a Participant has become Disabled for purposes of the Plan.

          (o) “Distributable Amount” shall mean the vested balance in the Participant’s Deferral Account and Company Contribution Account.

          (p) “Effective Date” shall be July 1, 2005

          (q) “Eligible Employee” shall mean (i) those employees who job titles are listed in Exhibit A attached hereto and (ii) any outside director of the Company.

          (r) “Fund” or “Funds” shall mean one or more of the investment funds selected by the Committee pursuant to Section 3.2(b).

          (s) “Hardship Distribution” shall mean a severe financial hardship to the Participant resulting from an unforeseeable emergency. An unforeseeable emergency shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that would constitute an unforseeable emergency will depend upon the facts of each case, but, in any case, a Hardship Distribution may not be made to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship, or (iii) by cessation of deferrals under this Plan.

          (t) “Incentive Compensation” shall mean such bonuses and/or commissions as may be designated as deferrable as Incentive Compensation by the Committee and which are based on services performed for the Company over a period of at least twelve (12) months and which meet the requirements of “performance-based compensation” as defined in Section 409A(a)(4)(B)(iii) of the Code.

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          (u) “Initial Election Period” shall mean the thirty (30) day period prior to the Effective Date of the Plan, or the thirty (30) day period following the time an employee shall first be designated by the Company as an Eligible Employee.

          (v) “Interest Rate” shall mean, for each Fund, an amount equal to the net gain or loss on the assets of such Fund determined on a daily basis.

          (w) “Key Employee” shall mean those employees defined under Section 416(i) of the Code without regard to paragraph (5) thereof.

          (x) “Participant” shall mean any Eligible Employee who becomes a Participant in this Plan in accordance with Article II.

          (y) “Payment Date” shall be the date selected by the Participant to receive or to commence receipt of benefits under the Plan, subject to the rules set forth under the Plan or the date on which the rules of the Plan otherwise provide for a payment to the Participant or the Participant’s Beneficiary.

          (z) “Plan” shall be The Corporate Executive Board Deferred Compensation Plan.

          (aa) “Plan Year” shall be January 1 to December 31. The first Plan Year shall be July 1, 2005 to December 31, 2005.

          (bb) “Scheduled Withdrawal Date” shall mean the distribution date elected by the Participant for an in-service withdrawal of amounts from the Participant’s Accounts which were deferred in a given Plan Year, and earnings and losses attributable thereto, as set forth on the election form for such Plan Year.

          (cc) “Trust” shall mean the grantor trust initially established between the Company and First American Trust, FSB.

          (dd) “Trustee” shall mean First American Trust, FSB.

          (ee) “Ad Hoc Award” shall mean an award in cash or property that is subject to a forfeiture condition requiring the continued performance of services for a period of at least twelve (12) months from the date of grant and is also subject to the initial election rules set forth in Section 3.1(d).

          (ff) “Separation from Service” shall mean the definition set forth in Treas. Reg. § 1.409A-1(h).

          (gg) “Termination of employment” shall mean separation from Separation from Service.

ARTICLE II

PARTICIPATION

          An Eligible Employee shall become a Participant in the Plan by completing certain electronic enrollment procedures, including any required insurance applications. Effective January 1, 2008, an Eligible Employee shall first become a Participant in the Plan as of the later of (i) the first day of the month following the date on which an individual first becomes an Eligible Employee or (ii) the date upon which the Eligible Employee completes all applicable electronic enrollment procedures, including any required insurance applications.

ARTICLE III

DEFERRAL ELECTIONS

     3.1 Elections to Defer Compensation.

          (a) Initial Election Period. Subject to the provisions of Article II, each Eligible Employee may elect to defer Compensation by filing with the Committee an election that conforms to the requirements of this Section 3.1, following certain electronic election procedures established by the Committee, no later than the last day of his or her Initial Election Period.

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          (b) General Rule. The amount of Compensation which an Eligible Employee may elect to defer is such Compensation earned on or after the time at which the Eligible Employee elects to defer in accordance with Sections 1.1(u) and 3.1(a) and shall be a percentage which shall not exceed One Hundred Percent (100%) of the Eligible Employee’s Compensation, provided that the total amount deferred by a Participant shall be limited in any calendar year, if necessary, by the amounts needed to satisfy Social Security Tax (including Medicare), income tax and employee benefit plan withholding requirements all as determined in the sole and absolute discretion of the Committee. The minimum contribution which may be made in any Plan Year by an Eligible Employee shall not be less than Five Thousand Dollars ($5,000), provided such minimum contribution can be satisfied from any element of Compensation. Notwithstanding the previous sentence, the minimum contribution shall be reduced for the first Plan Year to the amount of Three Thousand Dollars ($3,000).

          (c) Duration of Compensation Deferral Election. In the case of an Eligible Employee who first becomes eligible to participate in the Plan as of the Effective Date, such Eligible Employee’s initial election to defer Compensation must be prior to the Effective Date and is to be effective with respect to Compensation earned after such deferral election is processed. Such election shall be irrevocable for a Plan Year and shall continue in effect unless and until modified for subsequent Plan Years. The Committee may, in its discretion and on a year by year basis, permit a Participant to make separate elections in respect of (i) the component of Base Salary which does not consist of bonus and/or commissions and (ii) the component of Base Salary which does consist of bonus and/or commissions. A Participant may increase, decrease or terminate a deferral election with respect to Base Salary for any subsequent Plan Year by filing a new election not less than fifteen (15) days prior to the beginning of the next calendar year. A Participant may increase, decrease or terminate a deferral election with respect to Incentive Compensation for any subsequent Plan Year by filing a new election within such time frame as may be determined by the Committee but which shall in no event be less than six months prior to the end of twelve (12) month performance period on which such Incentive Compensation is based. In the case of an employee who becomes an Eligible Employee after the Effective Date, such Eligible Employee shall have thirty (30) days after the date he or she has become an Eligible Employee to make an Initial Election with respect to Compensation. Such election shall be for the remainder of the Plan Year, in the event the Plan Year has commenced. In the event that an election which is made in respect of a Plan Year covers a component of Base Salary which is earned in part during such Plan Year and in part during the immediately succeeding Plan Year, such election shall not apply to any portion of such component of Base Salary at the time such component of Base Salary becomes otherwise payable in such immediately succeeding Plan Year. Instead, any deferral relating to such component of Base Salary must instead be made (i) through a separate election during the calendar year preceding the calendar year in which such component of Base Salary otherwise becomes payable or (ii) through a continuation of the original election into such subsequent Plan Year through a failure to modify or revoke such original election.

          (d) Elections other than Elections during the Initial Election Period. Subject to the limitations of Section 3.1(b) above, any Eligible Employee who has terminated a prior Compensation deferral election may elect to again defer Compensation, by filing an election, on a form provided by the Committee, to defer Compensation as described in Sections 3.1(b) and 3.1(c) above. An election to defer Compensation must be filed in a timely manner in accordance with Section 3.1(c).

          (e) Elections to defer Ad Hoc Awards. Notwithstanding any other provision set forth in this Section 3.1 to the contrary, any Eligible Employee may elect to defer an Ad Hoc Award pursuant to certain procedures established by the Committee so long as the initial election is made no later than thirty (30) days after the date of grant of the Ad Hoc Award. Pursuant to the definition of Ad Hoc Award, the election must be made at least twelve (12) months before the Eligible Employee has earned a nonforfeitable right to any portion of such Ad Hoc Award.

     3.2 Investment Elections.

          (a) At the time of making the deferral elections described in Section 3.1, the Participant shall designate, on a form provided by the Committee, the types of investment funds in which the Participant’s Account shall be deemed to be invested for purposes of determining the amount of earnings to be credited to that Account. In making the designation pursuant to this Section 3.2, the Participant may specify that all or any percentage of his or her Account be deemed to be invested, in whole percentage increments, in one or more of the types of investment funds provided under the Plan as communicated from time to time by the Committee. A Participant may change the designation made under this Section 3.2 by filing an election, on a form provided by the Committee, which change shall be made effective as soon as reasonably practicable after receipt by the Committee of such form. If a Participant fails to elect a type of fund under this Section 3.2, he or she shall be deemed to have elected the money market type of investment fund.

          (b) Although the Participant may designate the type of investment funds used to measure the earnings or losses to be credited to the Participant’s Accounts, the Committee shall have the right to change the range and type of available investment funds for these purposes at any time and from time to time. The Committee shall select from time to time, in its sole and absolute discretion, commercially available investments of each of the types communicated by the Committee to the Participant pursuant to Section 3.2(a) above to be the Funds. The Interest Rate of each such commercially available investment fund shall be used to determine the amount of earnings or losses to be credited to Participant’s Account under Article IV.

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ARTICLE IV

DEFERRAL ACCOUNTS AND TRUST FUNDING

     4.1 Deferral Accounts.

          The Committee shall establish and maintain a Deferral Account for each Participant under the Plan. Each Participant’s Deferral Account shall be further divided into separate subaccounts (“investment fund subaccounts”), each of which corresponds to an investment fund elected by the Participant pursuant to Section 3.2(a). A Participant’s Deferral Account shall be credited as follows:

          (a) As soon as administratively feasible after amounts are withheld and deferred from a Participant’s Compensation, the Committee shall credit the investment fund subaccounts of the Participant’s Deferral Account with an amount equal to Compensation deferred by the Participant in accordance with the Participant’s election under Section 3.2(a); that is, the portion of the Participant’s deferred Compensation that the Participant has elected to be deemed to be invested in a certain type of investment fund shall be credited to the investment fund subaccount corresponding to that investment fund;

          (b) Each business day, each investment fund subaccount of a Participant’s Deferral Account shall be credited with earnings or losses in an amount equal to that determined by multiplying the balance credited to such investment fund subaccount as of the prior day plus contributions credited that day to the investment fund subaccount minus withdrawals debited that day to the investment fund subaccount by the Interest Rate for the corresponding fund selected by the Company pursuant to Section 3.2(b).

          (c) In the event that a Participant elects for a given Plan Year’s deferral of Compensation to have a Scheduled Withdrawal Date, all amounts attributed to the deferral of Compensation for such Plan Year shall be accounted for in a manner which allows separate accounting for the deferral of Compensation and investment gains and losses associated with such Plan Year’s deferral of Compensation.

     4.2 Company Contribution Account.

          If the Company elects to credit a Company Discretionary Contribution Amount or a Company Matching Contribution Amount on behalf of a Participant, the Committee shall establish and maintain a Company Contribution Account for such Participant. Each Participant’s Company Contribution Account shall be further divided into separate investment fund subaccounts corresponding to the investment fund elected by the Participant for the purpose of determining the earnings or losses to be credited under the Participant’s Company Contribution Account pursuant to Section 3.2(a). A Participant’s Company Contribution Account shall be credited as follows:

          (a) As soon as administratively feasible after a Company Discretionary Contribution Amount or Company Matching Contribution Amount is contributed by the Company, the Committee shall credit the investment fund subaccounts of the Participant’s Company Contribution Account with an amount equal to the Company Discretionary Contribution Amount, if any, applicable to that Participant, that is, the proportion of the Company Discretionary Contribution Amount, if any, or Company Matching Contribution Amount, if any, which the Participant elected to be deemed to be invested in a certain type of investment fund shall be credited to the corresponding investment fund subaccount; and

          (b) Each business day, each investment fund subaccount of a Participant’s Company Contribution Account shall be credited with earnings or losses in an amount equal to that determined by multiplying the balance credited to such investment fund subaccount as of the prior day plus contributions credited that day to the investment fund subaccount minus withdrawals debited that day to the investment fund subaccount by the Interest Rate for the corresponding Fund selected by the Company pursuant to Section 3.2(b).

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     4.3 Trust Funding.

          The Company has created a Trust with First American Trust, FSB as the Trustee. The Company shall contribute to the Trust (1) an amount equal to the amount deferred by each Participant; (2) the aggregate amount of any Company Discretionary Contribution Amounts; and (3) the aggregate amount of any Company Matching Contribution Amounts.

          Although the principal of the Trust and any earnings thereon shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of Plan Participants and Beneficiaries as set forth therein, neither the Participants nor their Beneficiaries shall have any preferred claim on, or any beneficial ownership in, any assets of the Trust prior to the time such assets are paid to the Participants or Beneficiaries as benefits and all rights created under this Plan shall be unsecured contractual rights of Plan Participants and Beneficiaries against the Company. Any assets held in the Trust shall be subject to the claims of Company’s general creditors under federal and state law in the event of insolvency as defined in Section 3.1 of the Trust.

ARTICLE V

VESTING

          A Participant shall be 100% vested in any Base Salary deferred under this Plan. A Participant shall be vested in accordance with the specific governing vesting schedule with respect to any Incentive Compensation, Company Discretionary Contribution Amount and Company Matching Contribution Amount announced at the time such contributions, if any, are made by the Company. A Participant shall be vested in accordance with the specific governing vesting schedule with respect to any Ad Hoc Awards announced at the time such Awards, if any, are made by the Company.

ARTICLE VI

DISTRIBUTIONS

     6.1 Distribution of Deferred Compensation and Discretionary Company Contributions.

          (a) Distribution Not Due To Scheduled Withdrawal Date. Except for Participants who are Key Employees pursuant to Section 1.1(w), in the case of a Participant who terminates employment with the Company for any reason other than death and who has an Account balance of Five Thousand Dollars ($5,000) or more, the Distributable Amount shall be paid to the Participant in the form of a lump sum payment on the Participant’s Payment Date. An optional form of benefit may be elected by the Participant, on the form provided by Company, during his or her Initial Election Period (subject to subsequent amendments as discussed in the next paragraph). Except for Participants who are Key Employees pursuant to Section 1.1(w), the optional form of benefits shall be substantially equal annual installments over a period not to exceed fifteen (15) years beginning on the Participant’s Payment Date.

               In the case of a Participant who terminates employment with Company, who is not a Key Employee under Section 1.1(w), and has an Account balance of less than Five Thousand Dollars ($5,000), the Distributable Amount shall be paid to the Participant in a lump sum distribution on the Participant’s Payment Date.

               In the case of a Participant who terminates employment with the Company for any reason other than death and who is a Key Employee under Section 1.1(w), the Distributable Amount under this Section 6.1(a) shall be paid or payments shall commence to the Participant no sooner than six (6) months following the date from which such Participant terminates employment with the Company. This six (6) month restriction shall not apply to a termination of employment due to death.

               The Participant’s Account shall continue to be credited with earnings pursuant to Section 4.1 of the Plan until all amounts credited to his or her Account under the Plan have been distributed.

          (b) Distribution Due To Scheduled Withdrawal Date. In the case of a Participant who has elected a Scheduled Withdrawal Date for a distribution while still in the employ of the Company, such Participant shall receive his or her Distributable Amount, but only with respect to those deferrals of Compensation, vested Matching Contribution Amounts, if any, and vested Company Discretionary Contribution Amounts, if any, and earnings on such deferrals of Compensation, Matching Contribution Amounts and Company Discretionary Contribution Amounts as shall have been elected by the Participant to be subject to the Scheduled Withdrawal Date in accordance with Section 1.1(bb) of the Plan. A Participant’s Scheduled Withdrawal Date with respect to deferrals of Compensation,

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Matching Contribution Amounts and Company Discretionary Contribution Amounts deferred in a given Plan Year can be no earlier than two (2) years from the last day of the Plan Year for which the deferrals of Compensation, Matching Contribution Amounts and Company Discretionary Contribution Amounts are made. Participants may elect to have such amounts paid in the form of a lump sum distribution or annual installments not to exceed five (5) years. Such lump sum distribution shall be paid or such installments shall commence in March of the year specified. Except as set forth under Section 6.5, a Participant may extend the Scheduled Withdrawal Date for any Plan Year, provided such extension occurs at least one (1) year before the Scheduled Withdrawal Date and provided that the first payment with respect to which such election is made is deferred for a period of not less than five (5) years from the date such payment would otherwise have commenced or have been made (the “one (1) year/five (5) year rule”). For purposes of the one (1) year/five (5) year rule, installment payments shall be treated as an entitlement to a single payment. In the event a Participant terminates employment with Company prior to a Scheduled Withdrawal Date, other than by reason of death or Disability the portion of the Participant’s Account associated with a Scheduled Withdrawal Date, which has not occurred prior to such termination, shall be distributed pursuant to the form of benefit elected under Section 6.1(a) for distributions not due to a Scheduled Withdrawal Date. Finally, if a Participant Account balance associated with a Scheduled Withdrawal Date is less than Five Thousand Dollars ($5,000) as of the Scheduled Withdrawal Date, such amount shall be paid to the Participant (and after his or her death to his or her Beneficiary) in a lump sum distribution on the Scheduled Withdrawal Date.

          (c) Distribution for Termination of Employment due to Death or Disability. In the case of a Participant who dies or who becomes Disabled while employed by the Company, his or her vested balance in his or her Account shall be paid as soon as practicable to his or her Beneficiary (in the case of death) or to the Participant (in the case of Disability) in a lump sum payment, less any applicable withholding.

          (d) Post-Termination Death Benefit. In the event a Participant dies after his or her termination of employment and still has a vested balance in his or her Account, the vested balance of such Account shall be paid as soon as practicable to the Participant’s Beneficiary in a lump sum payment, less any applicable withholding.

     6.2 [Reserved.]

     6.3 Hardship Distribution.

          A Participant shall be permitted to elect a Hardship Distribution from his or her vested Accounts in accordance with Section 1.1(s) of the Plan prior to the Payment Date, subject to the following restrictions:

          (a) The election to take a Hardship Distribution shall be made by filing a form provided by and filed with Committee prior to the end of any calendar month.

          (b) The Committee shall have made a determination that the requested distribution constitutes a Hardship Distribution in accordance with Section 1.1(s) of the Plan.

          (c) The amount determined by the Committee as a Hardship Distribution shall be paid in a single cash lump sum as soon as practicable after the end of the calendar month in which the Hardship Distribution election is made and approved by the Committee.

     6.4 Inability to Locate Participant.

          In the event that the Committee is unable to locate a Participant or Beneficiary within two years following the required Payment Date, the amount allocated to the Participant’s Deferral Account shall be forfeited. If, after such forfeiture, the Participant or Beneficiary later claims such benefit, such benefit shall be reinstated without interest or earnings.

     6.5 2008 Transition Relief.

          In 2008, Participants were given the opportunity to change the time of payment and/or form of certain of their benefits under the Plan by filing individualized written election forms with the Committee (or its designee) before January 1, 2009, provided that the payment of benefits was not accelerated into 2008 and that the payment of any benefits otherwise scheduled for payment in 2008 was not deferred to a later date. The one (1) year/five (5) year rule set forth in Section 6.2(b) shall not apply to any change to the time of payment and/or form of benefits under this transition relief.

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ARTICLE VII

ADMINISTRATION

     7.1 Committee.

          The members of the Committee shall consist of the members of the Compensation Committee of the Board of Directors, as such Compensation Committee may be constituted from time to time.

     7.2 Committee Action.

          The Committee shall act at meetings by affirmative vote of a majority of the members of the Committee. Any action permitted to be taken at a meeting may be taken without a meeting if, prior to such action, a written consent to the action is signed by all members of the Committee and such written consent is filed with the minutes of the proceedings of the Committee. A member of the Committee shall not vote or act upon any matter which relates solely to himself or herself as a Participant. The Chair or any other member or members of the Committee designated by the Chair may execute any certificate or other written direction on behalf of the Committee.

     7.3 Powers and Duties of the Committee.

          (a) The Committee, on behalf of the Participants and their Beneficiaries, shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes, including, but not by way of limitation, the following:

               (1) To select the Funds in accordance with Section 3.2(b) hereof;

               (2) To construe and interpret the terms and provisions of this Plan, including any ambiguity;

               (3) To compute and certify to the amount and kind of benefits payable to Participants and their Beneficiaries;

               (4) To maintain all records that may be necessary for the administration of the Plan;

               (5) To provide for the disclosure of all information and the filing or provision of all reports and statements to Participants, Beneficiaries or governmental agencies as shall be required by law;

               (6) To make and publish such rules for the regulation of the Plan and procedures for the administration of the Plan as are not inconsistent with the terms hereof;

               (7) To appoint a Plan administrator or any other agent, and to delegate to them such powers and duties in connection with the administration of the Plan as the Committee may from time to time prescribe; and

               (8) To take all actions necessary for the administration of the Plan, including determining whether to hold or discontinue the Policies.

     7.4 Construction and Interpretation.

          The Committee shall have full discretion to construe and interpret the terms and provisions of this Plan, which interpretations or construction shall be final and binding on all parties, including but not limited to the Company and any Participant or Beneficiary. The Committee shall administer such terms and provisions in a uniform and nondiscriminatory manner and in full accordance with any and all laws applicable to the Plan.

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     7.5 Information.

          To enable the Committee to perform its functions, the Company shall supply full and timely information to the Committee on all matters relating to the Compensation of all Participants, their death or other events which cause termination of their participation in this Plan, and such other pertinent facts as the Committee may require.

     7.6 Compensation, Expenses and Indemnity.

          (a) The members of the Committee shall serve without compensation for their services hereunder.

          (b) The Committee shall be authorized at the expense of the Company to employ such legal counsel as it may deem advisable to assist in the performance of its duties hereunder. Expenses and fees in connection with the administration of the Plan shall be paid by the Company.

          (c) To the extent permitted by applicable state law, the Company shall indemnify and hold harmless the Committee and each member thereof, the Board of Directors and any delegate of the Committee who is an employee of the Company against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims arising out of their discharge in good faith of responsibilities under or incident to the Plan, other than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such further indemnities as may be available under insurance purchased by the Company or provided by the Company under any bylaw, agreement or otherwise, as such indemnities are permitted under state law.

     7.7 Quarterly Statements.

          Under procedures established by the Committee, a Participant shall have access to an electronic statement with respect to such Participant’s Accounts on a quarterly basis.

     7.8 Disputes.

          (a) Claim.

          A person who believes that he or she is being denied a benefit to which he or she is entitled under this Plan (hereinafter referred to as “Claimant”) must file a written request for such benefit with the Committee, setting forth his or her claim. The request must be addressed to the Chair of the Committee.

          (b) Claim Decision.

          Upon receipt of a claim, the Committee shall advise the Claimant that a reply will be forthcoming within ninety (90) days and shall, in fact, deliver such reply within such period. The Committee may, however, extend the reply period for an additional ninety (90) days for special circumstances.

          If the claim is denied in whole or in part, the Committee shall inform the Claimant in writing, using language calculated to be understood by the Claimant, setting forth: (A) the specified reason or reasons for such denial; (B) the specific reference to pertinent provisions of this Plan on which such denial is based; (C) a description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or such information is necessary; (D) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (E) the time limits for requesting a review under subsection (c).

          (c) Request For Review.

          Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Committee review its prior determination. Such request must be addressed to the Chair of the Committee. The Claimant or his or her duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Committee. If the Claimant does not request a review within such sixty (60) day period, he or she shall be barred and estopped from challenging the Committee’s determination.

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          (d) Review of Decision.

          Within sixty (60) days after the Committee’s receipt of a request for review, after considering all materials presented by the Claimant, the Committee shall inform the Participant in writing, in a manner calculated to be understood by the Claimant, the decision setting forth the specific reasons for the decision containing specific references to the pertinent provisions of this Plan on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Committee shall so notify the Claimant and shall render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

ARTICLE VIII

MISCELLANEOUS

     8.1 Unsecured General Creditor.

          Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Company. No assets of the Company shall be held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. Any and all of the Company’s assets shall be, and remain, the general unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future, and the rights of the Participants and Beneficiaries shall be no greater than those of unsecured general creditors. It is the intention of the Company that this Plan be unfunded for purposes of the Code and for purposes of Title 1 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

     8.2 Restriction Against Assignment.

          The Committee shall cause all amounts payable hereunder to be paid only to the person or persons designated by the Plan and not to any other person or corporation. No part of a Participant’s Accounts shall be liable for the debts, contracts, or engagements of any Participant, his or her Beneficiary, or successors in interest, nor shall a Participant’s Accounts be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such person have any right to alienate, anticipate, sell, transfer, commute, pledge, encumber, or assign any benefits or payments hereunder in any manner whatsoever. If any Participant, Beneficiary or successor in interest is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, commute, assign, pledge, encumber or charge any distribution or payment from the Plan, voluntarily or involuntarily, the Committee, in its discretion, may cancel such distribution or payment (or any part thereof) to or for the benefit of such Participant, Beneficiary or successor in interest in such manner as the Committee shall direct.

     8.3 Withholding.

          The Committee shall cause to be deducted from each payment made under the Plan or any other Compensation payable to the Participant (or Beneficiary) all taxes which are required to be withheld by the Company in respect to such payment or this Plan. The Committee shall have the right to reduce any payment (or compensation) by the amount of cash sufficient to provide the amount of said taxes.

     8.4 Amendment, Modification, Suspension or Termination.

          The Committee may amend, modify, suspend or terminate the Plan in whole or in part, except that no amendment, modification, suspension or termination shall have any retroactive effect to reduce any amounts allocated to a Participant’s Accounts. In addition, no amendment may be made to the Plan to increase or mandate Company Discretionary Contribution Amounts and/or Company Matching Contribution Amounts absent approval by the Board. The Committee may also effectuate an amendment to the Plan through written resolution which shall be viewed as part of this Plan. Notwithstanding the above, the payment of any portion of an Account which is subject to Section 409A may not be accelerated except in compliance with the provisions of Treas. Reg. Section 1.409A-3(j)(4)(ix) or such other events and conditions which may be permitted in generally applicable guidelines published in the Internal Revenue Bulletin. The Committee reserves any discretion to distribute benefits in accordance with the requirements of such regulations and/or such guidelines.

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          In the event that this Plan is terminated due to a “Change in Control,” the amounts allocated to a Participant’s Accounts shall be distributed to the Participant in a lump sum within thirty (30) days following the date of termination of the Plan. For these purposes, the term “Change in Control” shall mean either: (a) the “acquisition” by a “person” or “group” (as those terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder), other than by Permitted Holders, of beneficial ownership (as defined in Exchange Act Rule 13d-3) directly or indirectly, of any securities of the Company or any successor of the Company immediately after which such person or group owns securities representing more than fifty percent (50%) of the total fair market value or the combined voting power of the Company or any successor of the Company; (b) within any twelve (12) month period, the individuals who were directors of the Company as of July 1, 2005 (the “Incumbent Directors”) ceasing for any reason other than death or disability to constitute at least a majority of the Board of Directors of the Company, provided that any director who was not a director as of July 1, 2005 shall be deemed to be an Incumbent Director if such director was appointed or elected to the Board of Directors of the Company by, or on the recommendation or approval of, at least a majority of directors who then qualified as Incumbent Directors, provided further that any director appointed or elected to the Board of Directors of the Company to avoid or settle a threatened or actual proxy contest shall in no event be deemed to be an Incumbent Director; (c) approval by the stockholders of the Company of any merger, consolidation or reorganization involving the Company, unless either (A) the stockholders of the Company immediately before such merger, consolidation or reorganization own, directly or indirectly immediately following such merger, consolidation or reorganization, at least fifty percent (50%) of the combined voting power of the company(ies) resulting from such merger, consolidation or reorganization in substantially the same proportion as their ownership immediately before such merger, consolidation or reorganization, or (B) the stockholders of the Company immediately after such merger, consolidation or reorganization include Permitted Holders; (d) approval by the stockholders of the Company of a transfer of fifty percent (50%) or more of the assets of the Company, unless the person to which such transfer is made is either (A) a Subsidiary of the Company, (B) wholly owned by all of the stockholders of the Company, or (C) wholly owned by Permitted Holders; or (e) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

     8.5 Governing Law.

          This Plan shall be construed, governed and administered in accordance with the laws of the State of Delaware, except where pre-empted by federal law.

     8.6 Receipt or Release.

          Any payment to a Participant or the Participant’s Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Committee and the Company. The Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.

     8.7 Payments on Behalf of Persons Under Incapacity.

          In the event that any amount becomes payable under the Plan to a person who, in the sole judgment of the Committee, is considered by reason of physical or mental condition to be unable to give a valid receipt therefore, the Committee may direct that such payment be made to any person found by the Committee, in its sole judgment, to have assumed the care of such person. Any payment made pursuant to such determination shall constitute a full release and discharge of the Committee and the Company.

     8.8 Limitation of Rights and Employment Relationship

          Neither the establishment of the Plan and Trust nor any modification thereof, nor the creating of any fund or account, nor the payment of any benefits shall be construed as giving to any Participant, or Beneficiary or other person any legal or equitable right against the Company or the trustee of the Trust except as provided in the Plan and Trust; and in no event shall the terms of employment of any Employee or Participant be modified or in any way be affected by the provisions of the Plan and Trust.

     8.9 Headings.

          Headings and subheadings in this Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.

     8.10 Section 409A of the Code.

          To the extent that such requirements are applicable, the Plan is intended to comply with the requirements of Section 409A of the Code and shall be interpreted and administered in accordance with that intent. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. The nature of any such amendment shall be determined by the Committee.

65

EXHIBIT A

     Effective July 1, 2005, employees with job titles of Senior Director, Practice Manager or above shall be eligible to participate in the Plan.

66

EX-21.1

Exhibit 21.1

Subsidiaries of the Registrant

     Active subsidiaries of The Corporate Executive Board Company as of December 31, 2008:

Company Name	Jurisdiction of Organization
The Corporate Executive Board Company (UK) Ltd.	United Kingdom
Corporate Executive Board India Private Ltd.	India
CEB International Holdings, Inc.	United States
Toolbox.com, Inc.	United States
CEB Canada Inc.	Canada
Genesee Survey Services, Inc.	United States

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements of The Corporate Executive Board Company of our reports dated March 2, 2009, with respect to the consolidated financial statements and schedule of The Corporate Executive Board Company, and the effectiveness of internal control over financial reporting, included in this Annual Report (Form 10-K) for the year ended December 31, 2008:

Registration Statements on Form S-3:

Registration
Number	Date Filed
333-55864	February 20, 2001
333-82642	February 21, 2002
333-113218	March 15, 2004

Registration Statements on Form S-8:

Name	Registration Number	Date Filed
Amended Directors’ Stock Plan	333-74145	March 9, 1999
1999 Stock Option Plan	333-74145	March 9, 1999
Employee Stock Purchase Plan	333-39832	June 22, 2000
2001 Stock Option Plan	333-67238	August 10, 2001
2002 Non-Executive Stock Incentive Plan	333-103538	February 28, 2003
2004 Stock Incentive Plan	333-117774	July 30, 2004
Deferred Compensation Plan	333-138685	November 14, 2006
2004 Stock Incentive Plan	333-150744	May 8, 2008

/s/ Ernst & Young LLP

Baltimore, Maryland
March 2, 2009

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Thomas L. Monahan III, certify that:

1. I have reviewed this annual report on Form 10-K of The Corporate Executive Board Company;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 2, 2009

/s/ Thomas L. Monahan III Thomas L. Monahan III
Chairman of the Board of Directors and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Chao Liu, certify that:

1. I have reviewed this annual report on Form 10-K of The Corporate Executive Board Company;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 2, 2009

/s/ Chao Liu Chao Liu
Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION
OF
CHIEF EXECUTIVE OFFICER
AND
CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     I, Thomas L. Monahan III, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge the Annual Report on Form 10-K of The Corporate Executive Board Company for the fiscal year ended December 31, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of The Corporate Executive Board Company.

Date: March 2, 2009

/s/ Thomas L. Monahan III Thomas L. Monahan III
Chairman of the Board of Directors and Chief Executive Officer

     I, Chao Liu, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge the Annual Report on Form 10-K of The Corporate Executive Board Company for the fiscal year ended December 31, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of The Corporate Executive Board Company.

Date: March 2, 2009

/s/ Chao Liu Chao Liu
Chief Financial Officer