CEB 10K/A 2002 Annual report (amended)

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

FORM 10-K/A


(Mark One)
[x]		Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the fiscal year ended December 31, 2002 or

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

Commission File Number: 000-24799

THE CORPORATE EXECUTIVE BOARD COMPANY

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization		52-2056410 (I.R.S. Employer Identification Number)

2000 Pennsylvania Avenue, N.W. Washington, D.C. (Address of principal executive offices)		20006 (Zip Code)

(202) 777-5000

(Registrant’s telephone number, including area code)

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

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

Common Stock, par value $0.01 per share

(Title of class)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

Indicate by check mark 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. [ ]

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [x] No [ ]

Based upon the closing price of the registrant’s common stock as of June 28, 2002, the aggregate market value of the common stock held by non-affiliates of the registrant was $1,077,222,095*.

As of February 21, 2003, The Corporate Executive Board Company had outstanding 37,189,630 shares of Common Stock, par value $0.01 per share.

DOCUMENTS INCORPORATED BY REFERENCE

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

None.

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.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment”) is being filed to amend the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002, as filed on February 28, 2003 (the “Original Report on Form 10-K”). The purpose of this Amendment is to correct Note 13 to the Company’s financial statements. The correction is in the calculation of total stock-based employee compensation determined under the fair value method for all awards, net of related tax effects, pro forma net income and pro forma basic and diluted earnings per share for the year ended December 31, 2002. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment contains the complete text of “Item 8. Financial Statements and Supplementary Data”, as amended.

This Amendment does not reflect events occurring after the filing of the Original Report on Form 10-K, and does not modify or update the disclosures therein in any way other than as required to reflect the correction to Note 13 described above.

PART II

Item 8. Financial Statements and Supplementary Data

Report of Independent Auditors

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

We have audited the balance sheet of The Corporate Executive Board Company as of December 31, 2002, and the related statements of income, changes in stockholders’ equity and cash flows for the year then ended. 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 audit. The financial statements of The Corporate Executive Board Company for the years ended December 31, 2000 and 2001, were audited by other auditors who have ceased operations and whose report dated January 31, 2002 expressed an unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards generally accepted in the 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 audit provides a reasonable basis for our opinion.

In our opinion, the 2002 financial statements referred to above present fairly, in all material respects, the financial position of The Corporate Executive Board Company at December 31, 2002, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States.


		/s/ Ernst & Young LLP

Washington, D.C.
January 31, 2003

The following report is a copy of a report previously issued by Arthur Andersen LLP (“Andersen”), which report has not been reissued by Andersen. Certain financial information for each of the two years in the period ended December 31, 2001 was not reviewed by Andersen and includes additional disclosures to conform to new accounting pronouncements and SEC rules and regulations issued during such fiscal year.

Report of Independent Auditors

To the Stockholders of The Corporate Executive Board Company:

We have audited the accompanying balance sheets of The Corporate Executive Board Company as of December 31, 2000 and 2001, and the related statements of income, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2001. 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 auditing standards generally accepted in the 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 financial position of The Corporate Executive Board Company as of December 31, 2000 and 2001, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.


		/s/ Arthur Andersen LLP

Washington, D.C.
January 31, 2002

THE CORPORATE EXECUTIVE BOARD COMPANY

BALANCE SHEETS
(In thousands, except share amounts)


				December 31,

				2001		2002

	ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	48,271	$	71,346
	Marketable securities				35,735		17,030
	Membership fees receivable, net				42,011		50,356
	Deferred income taxes				19,881		28,806
	Deferred incentive compensation				4,216		4,974
	Prepaid expenses and other current assets				3,042		3,668

		Total current assets			153,156		176,180

DEFERRED INCOME TAXES					38,639		30,920
MARKETABLE SECURITIES					48,463		137,565
PROPERTY AND EQUIPMENT, NET					17,260		14,916

		Total assets		$	257,518	$	359,581

	LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Accounts payable and accrued liabilities			$	10,683	$	12,549
	Accrued incentive compensation				6,387		9,660
	Deferred revenues				94,683		121,415

		Total current liabilities			111,753		143,624

OTHER LIABILITIES					1,781		2,600

		Total liabilities			113,534		146,224

STOCKHOLDERS’ EQUITY:
Preferred stock, par value $0.01; 5,000,000 shares authorized, no shares issued and outstanding					—		—
Common stock, par value $0.01; 100,000,000 shares authorized and 34,898,060 and 37,182,846 shares issued and outstanding as of December 31, 2001 and 2002, respectively					349		372
Additional paid-in-capital					94,221		129,846
Retained earnings					48,243		77,844
Accumulated elements of comprehensive income					1,171		5,295

			Total stockholders’ equity		143,984		213,357

			Total liabilities and stockholders’ equity	$	257,518	$	359,581

See accompanying notes to financial statements.

THE CORPORATE EXECUTIVE BOARD COMPANY

STATEMENTS OF INCOME
(In thousands, except per share amounts)


			Year ended December 31,

			2000		2001		2002

REVENUES			$	95,491	$	128,112	$	162,357
	Cost of services			36,094		45,738		56,147

GROSS PROFIT				59,397		82,374		106,210

COSTS AND EXPENSES:
	Member relations and marketing			21,236		30,219		40,768
	General and administrative			12,021		15,877		17,493
	Depreciation			2,573		4,412		5,456
	Stock option and related expenses			1,371		1,260		668

		Total costs and expenses		37,201		51,768		64,385

INCOME FROM OPERATIONS				22,196		30,606		41,825
OTHER INCOME, NET				2,263		4,283		6,346

INCOME BEFORE PROVISION FOR INCOME TAXES				24,459		34,889		48,171
PROVISION FOR INCOME TAXES				9,539		13,257		18,570

NET INCOME			$	14,920	$	21,632	$	29,601

EARNINGS PER SHARE:
	Basic		$	0.49	$	0.64	$	0.81
	Diluted		$	0.43	$	0.59	$	0.79
WEIGHTED AVERAGE SHARES USED IN THE CALCULATION OF EARNINGS PER SHARE:
	Basic			30,321		34,003		36,722
	Diluted			34,638		36,465		37,671

See accompanying notes to financial statements.

THE CORPORATE EXECUTIVE BOARD COMPANY

STATEMENTS OF CASH FLOWS
(In thousands)


					Year ended December 31,

					2000			2001			2002

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income				$	14,920		$	21,632		$	29,601
	Adjustments to reconcile net income to net cash flows from operating activities:
		Depreciation				2,573			4,166			5,456
		Loss on disposition of property and equipment				223			246			—
		Deferred income taxes and tax benefits resulting from the exercise of common stock options				9,065			13,440			18,349
		Stock option repurchases				(1,570	)		(3,140	)		—
		Stock option and related expenses				384			186			—
		Amortization of marketable securities premiums, net				196			478			1,506
		Changes in operating assets and liabilities:
			Membership fees receivable, net			(2,916	)		(12,492	)		(8,345	)
			Deferred incentive compensation			(26	)		(1,389	)		(758	)
			Prepaid expenses and other current assets			(1,697	)		(27	)		(626	)
			Accounts payable and accrued liabilities			2,023			2,581			1,866
			Accrued incentive compensation			(864	)		3,374			3,273
			Deferred revenues			15,845			23,402			26,732
			Other liabilities			584			384			819

				Net cash flows provided by operating activities		38,740			52,841			77,873

CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of property and equipment					(9,287	)		(5,260	)		(3,112	)
	Purchase of marketable securities					(89,569	)		(61,022	)		(116,738	)
	Sales and maturities of marketable securities					54,378			27,717			51,564

				Net cash flows used in investing activities		(44,478	)		(38,565	)		(68,286	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from the exercise of common stock options					5,355			13,798			12,835
	Proceeds from issuance of common stock under the employee stock purchase plan					150			704			653
	Reimbursement of common stock offering costs					650			375			300
	Payment of common stock offering costs					(650	)		(375	)		(300	)

				Net cash flows provided by financing activities		5,505			14,502			13,488

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						(233	)		28,778			23,075
Cash and cash equivalents, beginning of period						19,726			19,493			48,271

Cash and cash equivalents, end of period					$	19,493		$	48,271		$	71,346

See accompanying notes to financial statements.

THE CORPORATE EXECUTIVE BOARD COMPANY

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the years ended December 31, 2000, 2001, and 2002
(In thousands, except share amounts)


																	Accumu-
																	lated
																	elements of					Annual
		Preferred stock				Common stock				Additional		Deferred					compre-					compre-
										paid-in-		compen-			Retained		hensive					hensive
		Shares		Amount		Shares		Amount		capital		sation			earnings		income			Total		income

Balance at December 31, 1999			—	$	—		27,139,920	$	271	$	134	$	(570	)	$	11,691	$	(680	)	$	10,846
	Issuance of common stock upon the exercise of common stock options		—		—		3,998,470		40		5,315		—			—		—			5,355		—
	Issuance of common stock under the employee stock purchase plan		—		—		5,679		—		150		—			—		—			150		—
	Tax benefits related to the exercise of stock options		—		—		—		—		32,980		—			—		—			32,980		—
	Amortization of deferred compensation		—		—		—		—		—		384			—		—			384		—
	Unrealized gains on available-for-sale marketable securities, net of tax		—		—		—		—		—		—			—		926			926		926
	Net income		—		—		—		—		—		—			14,920		—			14,920		14,920

Balance at December 31, 2000			—	$	—		31,144,069	$	311	$	38,579	$	(186	)	$	26,611	$	246		$	65,561	$	15,846

	Issuance of common stock upon the exercise of common stock options		—		—		3,727,682		38		13,760		—			—		—			13,798		—
	Issuance of common stock under the employee stock purchase plan		—		—		26,309		—		704		—			—		—			704		—
	Tax benefits related to the exercise of stock options		—		—		—		—		41,178		—			—		—			41,178		—
	Amortization of deferred compensation		—		—		—		—		—		186			—		—			186		—
	Unrealized gains on available-for-sale marketable securities, net of tax		—		—		—		—		—		—			—		925			925		925
	Net income		—		—		—		—		—		—			21,632		—			21,632		21,632

Balance at December 31, 2001			—	$	—		34,898,060	$	349	$	94,221	$	—		$	48,243	$	1,171		$	143,984	$	22,557

	Issuance of common stock upon the exercise of common stock options		—		—		2,259,653		23		12,812		—			—		—			12,835		—
	Issuance of common stock under the employee stock purchase plan		—		—		25,133		—		653		—			—		—			653		—
	Tax benefits related to the exercise of stock options		—		—		—		—		22,160		—			—		—			22,160		—
	Unrealized gains on available-for-sale marketable securities, net of tax		—		—		—		—		—		—			—		4,124			4,124		4,124
	Net income		—		—		—		—		—		—			29,601		—			29,601		29,601

Balance at December 31, 2002			—	$	—		37,182,846	$	372	$	129,846	$	—		$	77,844	$	5,295		$	213,357	$	33,725

See accompanying notes to financial statements.

THE CORPORATE EXECUTIVE BOARD COMPANY

NOTES TO FINANCIAL STATEMENTS

1. Description of operations

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

2. Spin-off

The Company was incorporated on September 11, 1997, under the laws of the State of Delaware. The Company’s business was operated as a division of The Advisory Board Company, a Maryland corporation, until October 31, 1997, when the business was contributed to the Company and spun-off to The Advisory Board Company’s sole stockholder (the “Spin-off”). Subsequent to February 2000, the former sole stockholder owns no shares of the Company’s common stock.

3. Summary of significant accounting policies

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 are classified as marketable securities. As of December 31, 2001 and 2002, the Company’s marketable securities consisted primarily of United States Treasury notes and bonds and Washington, D.C. tax exempt notes and 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. 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.

Property and equipment

Property and equipment consists of furniture, fixtures and equipment, capitalized software and Web site development costs, and leasehold improvements. 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. 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. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful lives of the assets or the lease term. Replacements and major improvements are capitalized. Maintenance and repairs are charged to expense as incurred.

Recovery of long-lived assets

Long-lived assets and identifiable assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company recognizes an impairment loss when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. The Company believes that no such impairment existed as of December 31, 2001 and 2002.

Revenue recognition

Revenues from membership subscriptions are recognized ratably over the term of the related subscription, which is generally 12 months. Revenues from implementation support memberships are recognized as services are performed, limited by the Company’s pro rata refund policy. Membership fees are generally billable, and revenue recognition begins, when the member agrees to the terms of the membership. Certain membership fees are billed on an installment basis. Members 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. The Company’s policy is to record the full amount of membership fees receivable as an asset and related deferred revenue as a liability when a member agrees to the terms of a membership. Revenues from membership subscriptions were greater than 95% of total revenues for each of the years ending December 31, 2000, 2001, and 2002. In addition, as of December 31, 2001 and 2002, approximately $2.5 million and $1.7 million, respectively, of deferred revenues were to be recognized beyond the following 12 months.

Commission expense recognition

Commission expenses related to the negotiation of new memberships and the renewal of existing memberships are deferred and amortized over the term of the related memberships.

Earnings per share

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


	Year Ended December 31,

	2000		2001		2002

Basic weighted average common shares outstanding		30,321		34,003		36,722
Weighted average common share equivalents outstanding		4,317		2,462		949

Diluted weighted average common shares outstanding		34,638		36,465		37,671

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.

The Company generates revenues from members located outside of the United States. For the years ended December 31, 2000, 2001 and 2002, approximately 29%, 30% and 27% of revenues, respectively, were generated from members located outside of the United States. Revenues from customers in European countries were approximately 15%, 16% and 15% for the years ended December 31, 2000, 2001 and 2002, respectively, with no other geographic area representing more than 10% of revenues in any period. No individual member accounted for more than 2% of revenues for any period presented.

The Company maintains a portfolio of cash, cash equivalents and marketable securities, which is designed for safety of principal and liquidity, with financial institutions. Cash and cash equivalents consist of highly liquid U.S. government and U.S. Treasury obligations with original maturities of less than three months. Marketable securities consist primarily of U.S. Treasury notes and bonds and Washington, D.C. tax exempt notes and bonds. The Company performs periodic evaluations of the relative credit ratings related to the cash, cash equivalents and marketable securities.

Fair value of financial instruments

The fair value of current assets and current liabilities approximates their carrying value due to their short maturity.

Income taxes

Deferred income taxes are determined on the asset and liability method. Under this method, temporary differences arise as a result of the difference between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the management’s opinion, it is more likely than not that some or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax law and tax rates on the date of the enactment of the change. The Company believes that its future taxable income will be sufficient for the full realization of the deferred income tax assets.

Research and development costs

Costs related to the research and development of new company programs are expensed in the year incurred.

Stock-based compensation

At December 31, 2002, the Company had several stock-based employee compensation plans, which are described more fully in Note 13. The Company accounts for those plans using the intrinsic value method of expense recognition and measurement prescribed by APB Opinion No. 25,Accounting for Stock Issued to Employees, and related Interpretations (collectively, “APB No. 25”). In accordance with FASB Statement No. 123,Accounting for Stock-Based Compensation(“SFAS No. 123”), as amended by FASB Statement No. 148,Accounting for Stock-Based Compensation-Transition and Disclosure, see Note 13 for a tabular presentation of the pro-forma stock-based employee compensation cost, net income and basic and diluted earnings per share as if the fair value based method of expense recognition and measurement prescribed by SFAS No. 123 had been applied to all options.

Use of estimates in preparation of financial statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and costs and expenses during the reporting period. Actual results could differ from those estimates.

4. 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):


	As of December 31, 2001

					Gross		Gross
	Market		Amortized		Unrealized		Unrealized
	Value		Cost		Gains		Losses

U.S. Treasury notes and bonds	$	70,567	$	69,067	$	1,500	$	—
Washington, D.C. tax exempt notes and bonds		13,631		13,243		398		10

	$	84,198	$	82,310	$	1,898	$	10


	As of December 31, 2002

					Gross		Gross
	Market		Amortized		Unrealized		Unrealized
	Value		Cost		Gains		Losses

U.S. Treasury notes and bonds	$	75,307	$	70,654	$	4,653	$	—
Washington, D.C. tax exempt notes and bonds		79,288		75,324		3,964		—

	$	154,595	$	145,978	$	8,617	$	—

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


	As of December 31, 2002

	Fair Market		Amortized
	Value		Cost

Less than one year	$	17,030	$	16,734
Matures in 1 to 5 years		83,509		78,049
Matures in 6 to 10 years		44,022		41,683
Matures after 10 years		10,034		9,512

	$	154,595	$	145,978

The Company may elect not to hold these marketable securities to maturity and may elect to sell these securities at any time.

5. Membership fees receivable

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


	As of December 31,

	2001			2002

Billed membership fees receivable	$	36,431		$	41,900
Unbilled membership fees receivable		7,513			11,256

		43,944			53,156
Reserve for uncollectible revenue		(1,933	)		(2,800	)

Membership fees receivable, net	$	42,011		$	50,356

6. Property and equipment

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


	As of December 31,

	2001			2002

Furniture, fixtures, and equipment	$	10,399		$	10,763
Software and Web site development costs		7,839			8,783
Leasehold improvements		7,554			8,189

		25,792			27,735
Accumulated depreciation		(8,532	)		(12,819	)

Property and equipment, net	$	17,260		$	14,916

7. Income taxes

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


	Year Ended December 31,

	2000		2001			2002

Current	$	8,582	$	18,621		$	18,418
Deferred		957		(5,364	)		152

Provision for income taxes	$	9,539	$	13,257	��	$	18,570

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


		Year Ended December 31,

		2000			2001			2002

Statutory U.S. Federal income tax rate			35.0	%		35.0	%		35.0	%
State income tax, net of U.S. Federal income tax benefit			6.5			6.5			6.5
Permanent differences, net			(2.5	)		(3.5	)		(2.9	)

	Effective tax rate		39.0	%		38.0	%		38.6	%

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities consist of the following (in thousands):


				As of December 31,

				2001		2002

Deferred tax assets:
	Deferred compensation agreements			$	2,649	$	4,007
	Net operating loss carryforward				52,431		56,169
	Deferred revenue				4,445		2,603
	Financial reporting reserves				802		1,161
	Employee benefits				—		79
	Operating leases				737		1,092

		Total deferred tax assets			61,064		65,111

Deferred tax liabilities:
	Unrealized gains on available-for-sale securities				717		3,322
	Employee benefits				78		—
	Deferred incentive compensation				1,749		2,063

			Total deferred tax liabilities		2,544		5,385

			Deferred tax assets, net	$	58,520	$	59,726

The Company has deferred income tax assets, consisting primarily of net operating loss (“NOL”) carry forwards for regular Federal and state income tax purposes generated from the exercise of common stock options. In estimating future tax consequences, Statement of Financial Accounting Standards No. 109,Accounting for Income Taxes(“SFAS 109”) generally considers all expected future events in the determination and evaluation of deferred tax assets and liabilities. The Company believes that its future taxable income will be sufficient for the full realization of the deferred income tax assets. However, SFAS 109 does not consider the effect of future changes in existing tax laws or rates in the determination and evaluation of deferred tax assets and liabilities until the new tax laws or rates are enacted. We have established our deferred income tax assets and liabilities using currently enacted tax law and rates. We will recognize into income an adjustment for the impact of new tax laws or rates on the existing deferred tax assets and liabilities when new tax laws or rates are enacted.

The Company has net operating losses which resulted in a deferred tax asset of $52.4 million and $56.2 million at December 31, 2001 and 2002, respectively. The net operating losses expire in the years 2019 through 2022. The Company has realized current tax benefits (reductions of taxes payable) resulting from the exercise of common stock options of $8.1 million, $18.6 million and $18.4 million in the years ended December 31, 2000, 2001 and 2002, respectively.

Washington, D.C. income tax incentives

The Office of Tax and Revenue of the Government of the District of Columbia (the “Office of Tax and Revenue”) has adopted regulations in accordance with the New E-Conomy Transformation Act of 2000 (the “Act”) that modify the income and franchise tax, sales and use tax, and personal property tax regulations, effective April 2001. Specifically, the regulations provide certain credits, exemptions and other benefits to a Qualified High Technology Company (“QHTC”). The Company has performed an analysis to support its position that it meets the definition of a QHTC under the provisions of the Act. See further discussion of the Washington, D.C. income tax incentives and the possible impact on the Company’s financial statements in Note 16, Commitments and Contingencies.

8. Comprehensive income (loss)

Comprehensive income (loss) is defined as net income (loss) plus the net-of-tax impact of foreign currency items, minimum pension liability adjustments, and unrealized gains and losses on certain investments in debt and equity securities. Comprehensive income for the years ended December 31, 2000, 2001 and 2002, was $15.8 million, $22.6 million and $33.7 million, respectively. The accumulated elements of comprehensive income, net of tax, included within stockholders’ equity on the balance sheets are comprised solely of the net change in unrealized gains on available-for-sale marketable securities. Unrealized gains, net of tax, on available-for-sale marketable securities amounted to $0.9 million, $0.9 million and $4.1 million during the years ended December 31, 2000, 2001 and 2002, respectively.

9. Transactions with affiliates

The Company has received services under certain vendor contracts entered into by The Advisory Board Company for the provision of certain services, such as telecommunications, travel, mailing and general office services. A Vendor Contracts Agreement specified that we will pay the vendor directly if costs can be segregated and billed separately, or we will reimburse The Advisory Board Company for our reasonably allocated share of commonly billed costs. The Vendor Contracts Agreement expired on December 31, 2000. However, we continue to participate in limited vendor contracts entered into by the Advisory Board Company for the provision of certain services and continue to pay for such services on a basis consistent with that followed under the Vendor Contracts Agreement. Payments, net, to (from) affiliates were approximately $(152,000), $184,000 and $(32,000) for the years ending December 31, 2000, 2001 and 2002, respectively.

10. 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 twenty-one are eligible to participate. The employer provides contributions equal to 25% of an employee’s contribution up to a maximum of 4% of base salary. Contributions to the Plan for the participants were $0.2 million, $0.3 million and $0.4 million during the years ended December 31, 2000, 2001 and 2002, respectively.

Employee stock purchase plan

In June 2000, the Company established an employee stock purchase plan (the “ESPP”). 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 ESPP is authorized to issue up to 1,050,000 shares of the Company’s common stock. During the years ended December 31, 2000, 2001 and 2002, 5,679, 26,309 and 25,133 shares of common stock, respectively, were issued under the ESPP.

11. Public offerings of common stock

In February 2000, March and April 2001 and March 2002, 11,023,030 shares, 3,035,000 shares and 2,100,000 shares, respectively, of the Company’s common stock were sold in registered public offerings. The Company did not directly receive any proceeds from the sale of its common stock. All of the shares sold in the foregoing offerings were sold by stockholders and option holders. However, the Company did receive cash from the exercise of common stock options in conjunction with the sale of its common stock.

12. Stock split

In August 2000, the Company’s Board of Directors declared a two-for-one stock split in the form of a common stock dividend on the Company’s common stock, payable September 15, 2000, to stockholders of record September 1, 2000. The effect of the stock split is presented retroactively within the statements of changes in stockholders’ equity at December 31, 1999 and for the period ended December 31, 2000, by transferring the par value for the additional common shares issued from the additional paid-in-capital account to the common stock account. All references to share and per share amounts in the accompanying financial statements included herein have been adjusted retroactively to reflect the two-for-one stock split.

13. Stock option plans

Liquid Markets Agreements

In January 2000 and 2001, the Company paid $1.6 million and $3.1 million, respectively, in accordance with the Liquid Markets Agreements, which were employee stock option agreements created prior to the Spin-off. The Liquid Markets Agreements were amended by the Company in December 1998. The January 2001 payment represented the final cash commitment related to the amended Liquid Markets Agreements. In addition, there are no stock options available to issue or stock options outstanding under the Liquid Markets Agreements.

Stock-Based Incentive Compensation Plan

In October 1997, the Company adopted the Stock-Based Incentive Compensation Plan (the “1997 Plan”). The 1997 Plan provides for the issuance of options to purchase up to 11,008,000 shares of common stock. Any shares of common stock which, for any reason, are not issued under the 1997 Plan are reserved for issuance pursuant to the 1999 Stock Option Plan (the “1999 Plan”). As of December 31, 2002, 10,569,400 options, net of cancellations, to purchase common stock had been granted under the 1997 Plan and 231,940 options, net of cancellations, to purchase common stock had been granted under the 1999 Plan. The Options granted under the 1997 Plan are currently exercisable and expire April 2003.

In the years ending December 31, 2000 and 2001, the Company recognized compensation expense of $0.4 million and $0.2 million, respectively, in accordance with the Substitution Agreements, which were employee stock option agreements created in conjunction with the Spin-off. The Substitution Agreements provided for the exchange of The Advisory Board Company stock options for Company stock options issued under the 1997 Plan. The Substitution Agreements resulted in compensation expense being recognized by the Company over the vesting period. There are no earnings charges subsequent to December 31, 2001, related to the Substitution Agreements. In addition, there are no stock options available to issue or stock options outstanding under the Substitution Agreements.

1999 Stock Option Plan

In February 1999, the Company adopted the 1999 Plan, which provides for the issuance of options to purchase up to 3,784,000 shares of common stock plus any options to purchase shares of common stock which, for any reason, are not issued under the 1997 Plan. During 2000, the Company granted 1,613,000 options to purchase common stock under the 1999 Plan at a weighted average exercise price of $21.78 per share. During 2001, the Company granted 1,358,000 options to purchase common stock under the 1999 Plan at a weighted average exercise price of $31.05 per share. During 2002, the Company granted 16,000 options to purchase common stock under the 1999 Plan at a weighted average exercise price of $32.86 per share. As of December 31, 2002, 4,015,940 options, net of cancellations and including 231,940 shares of common stock carried over from the 1997 Plan, had been granted under the 1999 Plan. The common stock options granted under the 1999 Plan generally become exercisable 25% per year beginning one year from the date of grant and expire between February 2009 and March 2012.

2001 Stock Option Plan

In June 2001, the Company adopted the 2001 Stock Option Plan (the “2001 Plan”), which provides for the issuance of options to purchase up to 2,700,000 shares of common stock. During 2001, the Company granted no options to purchase common stock under the 2001 Plan. During 2002, the Company granted 940,000 options to purchase common stock under the 2001 Plan at a weighted average exercise price of $32.37 per share. As of December 31, 2002, 890,000 options, net of cancellations, had been granted under the 2001 Plan. The common stock options granted under the 2001 Plan generally become exercisable 25% per year beginning one year from the date of grant and expire between August 2011 and July 2012.

2002 Non-Executive Stock Incentive Plan

In March 2002, the Company adopted the 2002 Non-Executive Stock Incentive Plan, as amended (the “2002 Plan”), which provides for the issuance up to 7,300,000 shares of common stock under stock options or restricted stock grants. The 2002 Plan is administered by the Compensation Committee of the Company’s Board of Directors. Any person who is an employee or prospective employee of the Company is 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 exerciseability are set by the plan administrator, subject to certain restrictions set forth in the 2002 Plan. During 2002, the Company granted 1,115,000 options to purchase common stock under the 2002 Plan at a weighted average exercise price of $32.31 per share. As of December 31, 2002, 1,080,000 options, net of cancellations, had been granted under 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 2012 and November 2012.

Directors’ Stock Option Plan

In December 1998, the Company adopted the Directors’ Stock Plan (the “Directors’ Plan”), which provides for the issuance of options to purchase up to 860,000 shares of common stock. During 2000, the Company granted 70,000 options to purchase common stock under the Directors’ Plan at a weighted average exercise price of $21.19 per share. During 2001, the Company granted 142,240 options to purchase common stock under the Directors’ Plan at a weighted average exercise price of $31.46 per share. During 2002, the Company granted 40,000 options to purchase common stock under the Directors’ Plan at a weighted average exercise price of $32.41 per share. As of December 31, 2002, 573,440 options, net of cancellations, to purchase common stock had been granted under the Directors’ Plan. The common stock options granted under the Directors’ Plan generally become 100% exercisable one year from the date of grant and expire between December 2008 and March 2012.

Transactions

The following table summarizes the changes in common stock options for the common stock option plans described above:


							Weighted
		Number			Exercise Price		Average
		of Options			per Share		Exercise Price

Outstanding at December 31, 1999			10,384,840		$	0.03-19.07	$	2.64
	Options granted		1,683,000			21.19-33.11		21.75
	Options cancelled		(228,234	)		0.29-21.19		8.05
	Options exercised		(3,998,470	)		0.03-13.52		1.34

Outstanding at December 31, 2000			7,841,136			0.03-33.11		7.25
	Options granted		1,514,214			26.01-43.10		31.09
	Options cancelled		(159,500	)		9.50-41.38		22.16
	Options exercised		(3,727,882	)		0.03-30.19		3.71

Outstanding at December 31, 2001			5,467,968			0.03-43.10		15.78
	Options granted		2,111,000			27.62-36.81		32.34
	Options cancelled		(293,474	)		9.50-33.63		27.31
	Options exercised		(2,266,091	)		0.03-31.00		5.76

Outstanding at December 31, 2002			5,019,403		$	0.21-43.10	$	26.61

Information with respect to the common stock option plans outstanding at December 31, 2002, is as follows:


					Weighted		Average
			Number Outstanding		Average		Remaining
			as of		Exercise		Contractual
Range of Exercise Prices			December 31, 2002		Price		Life-Years

		$0.21-$7.12		141,320	$	2.94		2.22
	9.50 - 13.52			579,586		9.56		6.15
	19.07 - 21.19			856,508		21.18		7.15
	26.01 - 32.23			1,465,989		30.71		8.31
	32.41 - 43.10			1,976,000		32.61		9.16

	$0.21-$43.10			5,019,403	$	26.61		8.02

As of December 31, 2002, 1,084,903 common stock options with a weighted average exercise price of $20.15 are exercisable.

Accounting for stock-based compensation

The Company has elected to account for the plans described above under the recognition and measurement principles of APB No. 25. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation.


		Year Ended December 31,

		2000		2001		2002

Net income, as reported		$	14,920	$	21,632	$	29,601
Deduct: Total stock-based employee compensation expense determined under fair value based methods for all awards, net of related tax effects			6,586		8,842		16,538

Pro forma net income		$	8,334	$	12,790	$	13,063

Earnings per share:
	Basic — as reported	$	0.49	$	0.64	$	0.81
	Basic — pro forma	$	0.27	$	0.38	$	0.36
	Diluted — as reported	$	0.43	$	0.59	$	0.79
	Diluted — pro forma	$	0.24	$	0.35	$	0.35

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

The fair value of options granted during the years ended December 31, 2000, 2001 and 2002 was estimated using the Black-Scholes option valuation model with the following weighted-average assumptions: risk-free interest rate of 5.0%, 4.4% and 3.1%, respectively; no dividend yield for any year; expected lives of the option of four years, five years and five years, respectively; and expected volatility of 92%, 69% and 63%, respectively.

The weighted-average fair value of Company options granted during the years ended December 31, 2000, 2001 and 2002 was $14.73 per share, $18.85 per share and $17.88 per share, respectively. For purposes of pro forma disclosures, the estimated fair value of options is amortized to expense over the estimated service period. The provisions of SFAS No. 123 may not necessarily be indicative of future results.

14. Supplemental cash flows disclosures

The Company paid no income taxes during the years ended December 31, 2000, 2001 and 2002. For the years ended December 31, 2000, 2001 and 2002, the Company recognized $33.0 million, $41.2 million and $22.2 million, respectively, in stockholders’ equity for tax deductions associated with the exercise of non-qualified stock options.

15. Loan agreement

In May 2000, the Company entered into a $10.0 million unsecured loan agreement with a commercial bank that provides for a revolving line of credit facility under which the Company could have from time to time borrowed, repaid and reborrowed funds. The interest rate on any outstanding borrowings under the loan agreement was the Eurodollar Daily Floating Rate plus 0.75% per annum. There were no borrowings under the revolving line of credit facility while it was in effect. The revolving line of credit facility expired May 25, 2002, and we elected not to renew the revolving line of credit facility.

16. Commitments and contingencies

Operating Leases

The Company leases office facilities in the United States and the United Kingdom expiring on various dates over the next 17 years. Certain lease agreements include provisions for rental escalations and require the Company to pay for executory costs such as taxes and insurance. Future minimum rental payments under noncancellable operating leases, excluding executory costs, are as follows (in thousands):


Year Ending December 31,
2003		$	6,908
2004			7,900
2005			9,381
2006			9,503
2007			9,773
Thereafter			50,342

	Total	$	93,807

Rent expense charged to operations during the fiscal years ended December 31, 2000, 2001 and 2002, was $3.8 million, $5.7 million and $7.9 million, respectively. The Company obtained a $1.3 million letter of credit with a commercial bank, expiring June 2003, to provide a security deposit for its headquarters office lease. The Company’s cash, accounts receivable and property and equipment collateralize the letter of credit agreement.

Washington, D.C. income tax incentives

The Company has performed an analysis to support its position that it meets the definition of a QHTC under the provisions of the Act. Accordingly, the Company will amend its 2001 Washington, D.C. income tax return and certain sales and use tax returns, to file as a QHTC. As a QHTC, the Company’s Washington, D.C. income tax rate will be 0.0% and the Company will be eligible for certain Washington, D.C. income tax credits. In addition the Company will be entitled to relief from certain sales and use taxes. While the Company believes it qualifies as a QHTC, the Company has elected not to recognize the impact of this election within the financial statements for the year ended December 31, 2002, because of uncertainties inherent in the regulations, as adopted.

For financial reporting purposes, the Company has valued its deferred income tax assets and liabilities using Washington, D.C.’s currently enacted income tax rate of 9.975%. Additionally, the Company has continued to provide for income, sales and use taxes as if the Company were not a QHTC. However, if the Company had received a determination that it qualified for QHTC status, it would have recorded a charge to earnings of approximately $9.5 million, representing the impact on its existing deferred tax asset of lowering the Washington, D.C. income tax rate to 0.0%, net of any income tax credits discussed above. When the Company believes it is more likely than not that the Office of Tax and Revenue will accept the Company’s election as a QHTC, the Company will record the applicable charge. Additionally, the Company would recognize the refund of any previously paid or provided sales and use taxes at that time. See further discussion of income taxes in Note 7.

17. Quarterly financial data (unaudited)

Unaudited summarized financial data by quarter for the years ended December 31, 2001 and 2002 is as follows (in thousands, except per share amounts):


				2001 Quarter Ended

		March 31		June 30		September 30			December 31

Revenues		$	29,215	$	31,124		$	32,625		$	35,148
Gross profit			17,972		20,215			21,613			22,574
Income before provision for income taxes			6,560		8,730			9,395			10,204
Net income		$	4,067	$	5,413		$	5,825		$	6,327
Earnings per share:
	Basic	$	0.13	$	0.16		$	0.17		$	0.18
	Diluted	$	0.11	$	0.15		$	0.16		$	0.17


				2002 Quarter Ended

		March 31		June 30		September 30		December 31

Revenues		$	37,023	$	39,547	$	41,275	$	44,512
Gross profit			23,506		26,531		27,149		29,024
Income before provision for income taxes			9,567		12,241		12,848		13,515
Net income		$	5,931	$	7,589	$	7,837	$	8,244
Earnings per share:
	Basic	$	0.17	$	0.20	$	0.21	$	0.22
	Diluted	$	0.16	$	0.20	$	0.21	$	0.22

18. Subsequent event

In February 2003, the Company announced that its Board of Directors authorized a share repurchase of up to $75 million of the Company’s common stock. Repurchases will be made from time to time in open market and privately negotiated transactions subject to market conditions. No minimum number of shares has been fixed. The Company will fund its share repurchases with cash on hand and cash generated from operations.

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K


(a)(1)		The following financial statements of the registrant and report of Independent Auditors are included in Item 8 hereof: Report of Independent Auditors Balance Sheets as of December 31, 2001 and 2002, Statements of Income for the years ended December 31, 2000, 2001 and 2002, Statements of Cash Flows for the years ended December 31, 2000, 2001 and 2002, Statements of Changes in Stockholders’ Equity for the years ended December 31, 2000, 2001 and 2002, and Notes to Financial Statements.
(a)(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 Financial Statements or are not required under the related instructions, or are not applicable and therefore have been omitted.
(a)(3)		The following exhibits are either provided with this Form 10-K/A or are incorporated herein by reference:


Exhibit
No.		Description of Exhibit

1.1		[Omitted]
3.1		Second Amended and Restated Certificate of Incorporation.*
3.2		Amended and Restated Bylaws.*
4.1		Specimen Common Stock Certificate.*
5.1		[Omitted]
10.1		Employment Agreement, dated January 21, 1999, between the Company and James J. McGonigle.*†
10.2		Employment Agreement, dated November 1, 1998, between the Company and Clay M. Whitson.*†
10.3		Stock Option Agreement Pursuant to The Corporate Advisory Board Company Stock-Based Incentive Compensation Plan, effective as of October 31, 1997, between the Company and James J. McGonigle, as amended on January 21, 1999.*†
10.4		Stock Option Agreement Pursuant to The Corporate Executive Board Company Stock-Based Incentive Compensation Plan, effective as of April 15, 1998, between the Company and Harold L. Siebert.*†
10.5		Stock Option Agreement Pursuant to The Corporate Executive Board Company Stock-Based Incentive Compensation Plan, dated as of November 1, 1998, between the Company and Clay M. Whitson.*†
10.11		Stock Option Agreement Pursuant to The Corporate Executive Board Company Stock-Based Incentive Compensation Plan, effective as of October 31, 1997, between the Company and Derek C. van Bever, as amended on July 21, 1998.*†
10.12		Form of Stock Option Agreement Pursuant to The Corporate Advisory Board Company Stock-Based Incentive Compensation Plan, including form of amendment.*
10.13		Agreement Concerning Exclusive Services, Confidential Information, Business Opportunities, Non-Competition, Non-Solicitation and Work Product, dated January 21, 1999, between the Company and James J. McGonigle.*
10.14		Agreement Concerning Exclusive Services, Confidential Information, Business Opportunities, Non-Competition, Non-Solicitation and Work Product, effective as of April 15, 1998, between the Company and Harold L. Siebert.*
10.15		Agreement Concerning Exclusive Services, Confidential Information, Business Opportunities, Non-Competition, Non-Solicitation and Work Product, dated November 1, 1998, between the Company and Clay M. Whitson.*
10.16		Agreement Concerning Exclusive Services, Confidential Information, Business Opportunities, Non-Competition, Non-Solicitation and Work Product, dated October 30, 1997, between the Company and Michael A. D’Amato.*
10.17		Agreement Concerning Exclusive Services, Confidential Information, Business Opportunities, Non-Competition, Non-Solicitation and Work Product, dated October 30, 1997, between the Company and Jeffrey D. Zients.*
10.18		Form of Agreement Concerning Exclusive Services, Confidential Information, Business Opportunities, Non-Competition, Non-Solicitation and Work Product.*
10.19		The Corporate Executive Board Company Stock-Based Incentive Compensation Plan, adopted on October 31, 1997, as amended and restated in February 1999.*
10.20		Amended Directors’ Stock Plan and Standard Terms and Conditions for Director Non-Qualified Stock Options.*
10.21		[omitted]
10.22		1999 Stock Option Plan and Standard Terms and Conditions for 1999 Stock Option Plan Incentive Stock Options.*
10.23		2001 Stock Option Plan. ##
10.24		2002 Non-Executive Stock Incentive Plan. ††
10.25		[omitted]


No.		Description of Exhibit

10.26		Cross-Indemnification Agreement, dated as of January 21, 1999, between David G. Bradley and The Corporate Executive Board Company.*
10.27		Administrative Services Agreement, dated as of October 31, 1997, as amended and restated on July 21, 1998, between The Advisory Board Company and The Corporate Executive Board Company.*
10.28		Member Contracts Agreement, dated as of October 31, 1997, between The Advisory Board Company and The Corporate Executive Board Company.*
10.29		Vendor Contracts Agreement, dated as of October 31, 1997, as amended and restated on July 21, 1998, between The Advisory Board Company and The Corporate Executive Board Company.*
10.30		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. * #
10.31		Distribution Agreement, dated as of October 31, 1997, between The Corporate Executive Board Company and The Advisory Board Company.*
10.32		Agreement of Lease, dated June 25, 1998, between The Corporate Executive Board Company and The George Washington University.*
10.33		License Agreement, effective as of October 31, 1997, between The Corporate Executive Board Company and The Advisory Board Company.*
10.34		Letter agreement regarding the special bonus plan.*†
10.35		Amended and Restated “Liquid Markets” Agreement, dated August 20, 1997, between The Corporate Executive Board Company and Derek C. van Bever, as amended on December 28, 1998.*†
10.36		Form of term sheet for director non-qualified stock options. ††
10.37		Employee Stock Purchase Plan dated June 23, 2000.**†
10.38		Loan Agreement by and between Bank of America, N.A. and the Corporate Executive Board dated May 25, 2000.***
10.39		Employment Agreement, dated March 20, 2002, between the Company and Michael A. Archer.ä†
21.1		List of the Subsidiaries of The Corporate Executive Board Company: None.
23.1		Consent of Ernst and Young LLP.
99.1		Chief Executive Officer and Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*		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 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 June 30, 2000.
#		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).
†		Compensation arrangement.
ä		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 of the same number from the registrant’s Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the annual period ended December 31, 2002.

(b)		Reports on Form 8-K.

		None.

(c)		Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this annual report.

(d)		Financial statements schedules: The financial statement schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are either not required under the related instructions or are inapplicable, and therefore have been omitted.

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 July 3, 2003.


		The Corporate Executive Board Company By: /s/ James J. McGonigle James J. McGonigle Chief Executive Officer

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


Signature	Title	Date


/s/ James J. McGonigle James J. McGonigle	Chief Executive Officer and Director, Chairman of the Board (Principal Executive Officer)	July 3, 2003

/s/ Timothy R. Yost Timothy R. Yost	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 3, 2003

/s/ Robert C. Hall Robert C. Hall	Director	July 3, 2003

/s/ Nancy J. Karch Nancy J. Karch	Director	July 3, 2003

/s/ David W. Kenny David W. Kenny	Director	July 3, 2003

/s/ Thomas L. Monahan III Thomas L. Monahan III	Director	July 3, 2003

/s/ Harold L. Siebert Harold L. Siebert	Director	July 3, 2003

CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James J. McGonigle, certify that:

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

2.		Based on my knowledge, this annual 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 annual report;

3.		Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;

4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

	a)		designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

	c)		presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

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

	a)		all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

The registrant’s other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: July 3, 2003

/s/ James J. McGonigle

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

CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy R. Yost, certify that:

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

2.		Based on my knowledge, this annual 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 annual report;

3.		Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;

4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

	a)		designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

	c)		presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

	a)		all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

Date: July 3, 2003

/s/ Timothy R. Yost

Timothy R. Yost
Chief Financial Officer

Exhibit Index


Exhibit Number		Description

23.1		Consent of Ernst & Young LLP.

99.1		Chief Executive Officer and Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002.

CEB (CEB) Inactive 10-K/A2002 FY Annual report (amended)