8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 3, 2012

THE CORPORATE EXECUTIVE BOARD COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-34849	52-2056410
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1919 North Lynn Street, Arlington, Virginia 22209

(Address of principal executive offices, including zip code)

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

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On February 7, 2012, The Corporate Executive Board Company (the “Company”) issued a press release with respect to its earnings for the fourth quarter and year ended December 31, 2011 and provided a financial outlook for 2012. In addition, the Company announced that its Board of Directors has approved a cash dividend for the first quarter of 2012 of $0.175 per share. A copy of the Company’s press release is attached hereto and furnished as Exhibit 99.1.

Presentation slides used during the Company’s investor conference call, set for February 8, 2012, at 9:00 a.m. EST., may be accessed at http://ir.executiveboard.com/phoenix.zhtml?p=irol-eventDetails&c=113226&eventID=4709028 no later than the starting time of the conference call.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 3, 2012, the Company and Thomas L. Monahan III (the “Executive”) entered into an Executive Severance Agreement (the “Severance Agreement”). In connection with the Severance Agreement, the Company terminated the employment agreement entered into between the Company and the Executive on May 19, 2006 (the “Employment Agreement”) and replaced it with the Severance Agreement.

The Severance Agreement provides that the Executive will be entitled to receive the following compensation and benefits if the Executive’s employment is terminated by the Company without “cause” (as such term is defined in the Severance Agreement) or by the Executive for “good reason” (as such term is defined in the Severance Agreement), subject to Executive executing the Company’s standard release of claims:

• A lump sum payment equal to 200% of the sum of (a) one year’s base salary of the Executive at the time of such termination plus (b) the Executive’s average annual incentive bonus actually paid by the Company for the two calendar years immediately preceding the year in which termination occurs;

• Immediate vesting of all of Executive’s outstanding equity awards (other than performance-based equity awards) and all deferred compensation;

• Immediate vesting of a pro rata amount of Executive’s performance-based equity awards based on actual performance from the commencement of the applicable performance period through the date of termination and the projected outcome at the conclusion of the applicable performance;

• A pro rata annual incentive bonus payment for the year in which termination occurs based on actual performance; and

• Welfare benefits for two years following the Executive’s termination at the same cost to the Executive as is charged to active employees.

The Severance Agreement provides that the Executive will be entitled to receive the following compensation and benefits if the Executive’s employment is terminated due to death or disability (as defined in the Severance Agreement):

• A lump sum payment equal to the Executive’s prorated target annual incentive bonus for the year in which termination occurs; and

• Vesting of all of Executive’s outstanding equity awards as set forth above in connection with a termination by the Company without “cause” or a termination by the Executive for “good reason”.

The Severance Agreement provides that in the event of a “change of control” (as such term is defined in the Severance Agreement), the Executive will be entitled to receive vesting of all of Executive’s outstanding equity awards as set forth above in connection with a termination by the Company without “cause” or a termination by the Executive for “good reason”.

Unlike the Employment Agreement, the Severance Agreement does not provide for a gross-up payment if the Executive incurs an excise tax due to the application of Section 280G of the Internal Revenue Code of 1986. Rather, the amounts received by the Executive that are contingent upon a change in control will either be (a) reduced to the extent necessary to avoid the excise tax, or (b) paid in full, whichever is better for the Executive on an after-tax basis.

The description set forth in this Current Report on Form 8-K is a summary and is therefore qualified in its entirety by the complete text of the Severance Agreement, which will be filed with the Company’s next Form 10-K filing.

Item 8.01. Other Events.

Acquisition of Valtera Corporation

On February 3, 2012, the Company completed the acquisition of one hundred percent of the stock of Valtera Corporation (“Valtera”), an Illinois corporation, for $23.5 million in cash subject to an adjustment for working capital. Valtera is a global talent management company with assets including a premier team of organizational psychologists, an innovative technology platform, an extensive list of Fortune 100 clients, and high customer satisfaction scores. The acquisition was completed pursuant to a Stock Purchase Agreement dated February 3, 2012 (the “Agreement”), by and among the Company, Valtera and the shareholders of Valtera. The Agreement to acquire Valtera is subject to post-closing adjustments for working capital and contains customary representations, warranties and covenants.

Stock Ownership Requirements for the CEO and Other Named Executive Officers

The Board of Directors approved equity holding requirements applicable to the Company’s chief executive officer (“CEO”) and other named executive officers (“NEOs”), effective January 1, 2012. The policy requires the CEO to hold 60,000 shares of the Company’s stock, to be attained within four years of the requirement taking effect or within four years of assuming the CEO position. The policy requires each NEO (other than the CEO) to hold 15,000 shares of the Company’s stock, to be attained within four years of the requirement taking effect or within four years of assuming the NEO position. For both the CEO and other NEOs, vested restricted stock units (“RSUs”), including vested shares in the Company’s Deferred Compensation Plan, will be permitted to apply toward satisfying these requirements.

Stock Ownership Requirements for Non-Employee Directors

The Board of Directors approved an increase to the existing equity holding requirements for non-employee directors from 1,000 shares of the Company’s stock to 4,000 shares of the Company’s stock, effective January 1, 2012. The policy requires each non-employee director to satisfy the requirement within four years of the requirement taking effect or within four years of joining the Board. Vested RSUs, including vested shares in the Company’s Deferred Compensation Plan, will be permitted to apply toward satisfying these requirements.

Recovery of Incentive Compensation From Named Executive Officers

The Board of Directors approved a “clawback” policy, effective January 1, 2012, that provides that in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under applicable securities laws, the Company will seek to recover from any current or former NEO who received incentive-based compensation during the three-year period preceding the date on which the Company is required to prepare the accounting restatement the excess amount awarded to such NEO as a result of the reporting error. The policy provides that the Board may effect such recovery by requiring a cash payment from the individual, by cancelling outstanding or deferred awards, by reducing future compensation, or by such other means as the Board determines in its discretion to be appropriate.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	The Corporate Executive Board Company’s press release for fourth quarter and year ended December 31, 2011 earnings, increase in quarterly cash dividend, and 2012 guidance.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE CORPORATE EXECUTIVE BOARD COMPANY (Registrant)
Date: February 7, 2012	By:	/s/ Richard S. Lindahl
		Richard S. Lindahl
		Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	The Corporate Executive Board Company’s press release for fourth quarter and year ended December 31, 2011 earnings, increase in quarterly cash dividend, and 2012 guidance.

EX-99.1

Exhibit 99.1

Contact:      Richard S. Lindahl Chief Financial Officer (571) 303-6956 jconnor@executiveboard.com 1919 North Lynn Street Arlington, Virginia 22209 www.exbd.com

The Corporate Executive Board Reports Fourth Quarter Results and

Acquires Valtera Corporation

Company Reports Revenue Growth of 14.3%, Contract Value Growth of 11.7%,

Increases Quarterly Cash Dividend, and Provides 2012 Guidance

Arlington, Virginia—(February 7, 2012)—The Corporate Executive Board Company (“CEB” or the “Company”) (NYSE: EXBD) today announces financial results for the fourth quarter and year ended December 31, 2011. Revenues from continuing operations increased 14.3% to $132.0 million for the fourth quarter of 2011 from $115.5 million for the fourth quarter of 2010. Income from continuing operations for the fourth quarter of 2011 was $19.9 million, or $0.59 per diluted share, compared to $11.5 million, or $0.33 per diluted share, for the same period of 2010.

For 2011, revenues from continuing operations were $484.7 million, a 12.1% increase from $432.4 million for 2010. Income from continuing operations for 2011 was $57.4 million, or $1.67 per diluted share, compared to $52.1 million, or $1.51 per diluted share, for the same period of 2010.

As previously reported, Toolbox.com was sold on December 30, 2011. Accordingly, its results have been accounted for as discontinued operations. For the fourth quarter and year ended December 31, 2011, revenues for Toolbox.com were $1.0 million and $5.3 million, respectively, and loss from discontinued operations, net of tax, was $2.9 million, or $0.09 per diluted share, and $4.8 million, or $0.14 per diluted share, respectively. Included in the loss from discontinued operations for the fourth quarter and year ended December 31, 2011 was a $3.5 million pre-tax loss on disposal, or $0.07 per diluted share.

Contract Value at December 31, 2011 increased 11.7% to $499.4 million compared to $447.1 million at December 31, 2010. Wallet retention rate at December 31, 2011 was 100% compared to 101% at December 31, 2010. Contract Value per member institution increased 2.6% at December 31, 2011 to $87,040 from $84,808 at December 31, 2010.

“Our fourth quarter outcomes reflect continued solid performance by our team against a backdrop of mixed market conditions,” said Thomas Monahan, Chairman and Chief Executive Officer. “As planned, we saw strong revenue growth and increased operating leverage in the quarter, and we are well set up for continued growth in 2012.

I’m pleased today to also announce the acquisition of Valtera which brings us analytic depth, robust technology, and extremely talented people in the important HR space. By combining Valtera with our growing CLC and CLC Genesee businesses, we further deepen our already rich array of insights, data, and tools for helping members manage talent. Our integrated tools and resources will give leaders in HR and beyond the science to make decisions, the management best practice to turn insight into performance, and the technology to transform complex organizations.

We enter 2012 with an improved business portfolio, a very strong team focused on immediate member impact, and expectations for sustained progress in the year ahead.”

OUTLOOK FOR 2012

The Company’s 2012 annual guidance is as follows: Revenues of $535 to $555 million; Non-GAAP diluted earnings per share of $1.75 to $2.00; Depreciation and amortization expense of $20 to $22 million; capital expenditures of $12 to $15 million; and an Adjusted EBITDA margin of between 23.0% and 24.0%.

QUARTERLY DIVIDEND

The Company is increasing its quarterly dividend 17% to $0.175 per share from $0.15 per share. The Company will fund its dividend payments with cash on hand and cash generated from operations. The dividend is payable on March 30, 2012 to stockholders of record on March 15, 2012.

NON-GAAP FINANCIAL MEASURES

This press release and the accompanying tables, as well as earnings discussions, includes a discussion of Adjusted EBITDA, Adjusted net income, and Non-GAAP diluted earnings per share, which are non-GAAP financial measures provided as a complement to the results provided in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The term “Adjusted EBITDA” refers to a financial measure that we define as net income before loss from discontinued operations, net of provision for income taxes; interest income, net; depreciation and amortization; provision for income taxes; costs associated with exit activities; restructuring costs; and gain on acquisition. The term “Adjusted net income” refers to net income before loss from discontinued operations, net of provision for income taxes and excludes the after tax effects of costs associated with exit activities, restructuring costs, and gain on acquisition. “Non-GAAP diluted earnings per share” refers to diluted earnings per share before the per share effect of loss from discontinued operations, net of provision for income taxes and excludes the after tax per share effects of costs associated with exit activities, restructuring costs, and gain on acquisition.

We believe that Adjusted EBITDA, Adjusted net income, and Non-GAAP diluted earnings per share are relevant and useful supplemental information for our investors. We use these non-GAAP financial measures for internal budgeting and other managerial purposes, when publicly providing the Company’s business outlook and as a measurement for potential acquisitions. A limitation associated with Adjusted EBITDA is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in our business. Management evaluates the costs of such tangible and intangible assets through other financial measures such as capital expenditures. Management compensates for these limitations by also relying on the comparable GAAP financial measure of Operating profit, which includes depreciation and amortization.

These non-GAAP measures may be considered in addition to results prepared in accordance with GAAP, but they should not be considered a substitute for, or superior to, GAAP results. We intend to continue to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting.

A reconciliation of these non-GAAP measures to the most directly comparable GAAP measure is provided below.

		September 30,		September 30,			September 30,			September 30,
	Three Months Ended					Year-Ended
	December 31,					December 31,
	2011		2010			2011			2010
Net income	$	16,950	$	10,761		$	52,655		$	40,363
Loss from discontinued operations, net of provision for income taxes		2,923		708			4,792			11,736
Income from continuing operations/Adjusted net income		19,873		11,469			57,447			52,099
Interest expense (income), net		13		(410	)		(596	)		(1,526	)
Depreciation and amortization		4,702		4,967			16,928			18,039
Provision for income taxes		14,055		7,840			38,860			34,015
Adjusted EBITDA	$	38,643	$	23,866		$	112,639		$	102,627

There were no adjustments that required a reconciliation of net income before loss from discontinued operations to Adjusted net income or GAAP diluted earnings per share before the per share effect of loss from discontinued operations to Non-GAAP diluted earnings per share for the three months and years ended December 31, 2011 and 2010, respectively.

With respect to the Company’s 2012 annual guidance, reconciliations of GAAP diluted earnings per share to Non-GAAP diluted earnings per share, net income to Adjusted net income, and net income to Adjusted EBITDA as projected for 2012 are not provided because the Company cannot, without unreasonable effort, determine the components of net income and GAAP diluted earnings per share to provide reconciliations for 2012 with certainty at this time.

INVESTOR DAY

The Company will hold its annual Investor Day for institutional investors and sell-side analysts at its Waterview headquarters in Arlington, Virginia on Thursday, May 17, 2012. At the Investor Day, members of the Company’s senior leadership team will review the Company’s business portfolio, strategy for growth, and financial performance. The Investor Day is by invitation only and registration is required. It will also be webcast live via the Internet on the Company’s web site and a replay will be available following the event.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements using words such as “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts” and variations of such words or similar expressions are intended to identify forward-looking statements. In addition, statements about anticipated future financial results, such as our 2012 annual guidance, are forward-looking statements. You are hereby cautioned that these statements are based upon our expectations at the time we make them and may be affected by important factors including, among others, the factors set forth below and in our filings with the U.S. Securities and Exchange Commission, and consequently, actual operations and results may differ materially from the results discussed in the forward-looking statements. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. Factors that could cause actual results to differ materially from those indicated by forward-looking statements include, among others, our dependence on renewals of our membership-based services, the sale of additional programs to existing members and our ability to attract new members, our potential failure to adapt to changing member needs and demands, our potential inability to attract and retain a significant number of highly skilled employees, risks associated with the results of restructuring plans, fluctuations in operating results, our potential inability to protect our intellectual property rights, our potential exposure to loss of revenue resulting from our unconditional service guarantee, exposure to litigation related to our content, various factors that could affect our estimated income tax rate or our ability to use our existing deferred tax assets, changes in estimates or assumptions used to prepare our financial statements, our potential inability to make, integrate and maintain acquisitions and investments, the amount and timing of the benefits expected from acquisitions and investments,

and our potential inability to effectively anticipate, plan for and respond to changing economic and financial markets conditions, especially in light of ongoing uncertainty in the worldwide economy and possible volatility of our stock price. These and other factors are discussed more fully in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of our filings with the U.S. Securities and Exchange Commission, including, but not limited to, our 2010 Annual Report on Form 10-K. The forward-looking statements in this press release are made as of February 7, 2012, and we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

ABOUT THE CORPORATE EXECUTIVE BOARD COMPANY

By identifying and building on the proven best practices of the world’s best companies, CEB helps senior executives and their teams drive corporate performance. CEB offers comprehensive data analysis, research and advisory services that align to executive leadership roles and key recurring decisions. CEB tools, insights, and analysis empower member companies to focus efforts, move quickly, and address emerging and enduring business challenges with confidence. CEB’s client and member network includes 85 percent of the Fortune 500, 50 percent of the Dow Jones Asian Titans, and 70 percent of the FTSE 100. It spans more than 50 countries, 5,700 individual organizations, and 225,000 business professionals. For more information, visit www.exbd.com.

THE CORPORATE EXECUTIVE BOARD COMPANY

Financial Highlights and Other Operating Statistics

		September 30,			September 30,			September 30,			September 30,			September 30,			September 30,
	Selected			Three Months Ended						Selected			Year Ended
	Percentage			December 31,						Percentage			December 31,
	Changes			2011			2010			Changes			2011			2010
				(Unaudited)									(Unaudited)
Financial Highlights:
(In thousands, except per share data)
Revenues from continuing operations		14.3	%	$	131,951		$	115,479			12.1	%	$	484,663		$	432,431
Income from continuing operations					19,873			11,469						57,447			52,099
Loss from discontinued operations, net of provision for income taxes					(2,923	)		(708	)					(4,792	)		(11,736	)
Net income				$	16,950		$	10,761					$	52,655		$	40,363
Other Operating Statistics:
Contract Value (in thousands)*											11.7	%	$	499,424		$	447,051
Member institutions											8.9	%		5,738			5,271
Contract Value per member institution											2.6	%	$	87,040		$	84,808
Wallet retention rate**														100	%		101	%

* We define “Contract Value,” at the end of the quarter, as the aggregate annualized revenue attributed to all agreements in effect on such date, without regard to the remaining duration of any such agreement.

** We define “Wallet retention rate,” at the end of the quarter, as the total current year Contract Value from prior year members as a percentage of the total prior year Contract Value.

THE CORPORATE EXECUTIVE BOARD COMPANY

Statements of Operations

(In thousands, except per share data)

		September 30,			September 30,			September 30,			September 30,
	Three Months Ended December 31,						Year Ended December 31,
	2011			2010			2011			2010
	(Unaudited)						(Unaudited)
Revenues	$	131,951		$	115,479		$	484,663		$	432,431
Cost and expenses:
Cost of services		43,302			42,117			167,258			153,283
Member relations and marketing		35,923			35,039			142,324			121,239
General and administrative		14,635			15,309			61,668			56,896
Depreciation and amortization		4,702			4,967			16,928			18,039
Total costs and expenses		98,562			97,432			388,178			349,457
Operating profit		33,389			18,047			96,485			82,974
Other income (expense), net (1)		539			1,262			(178	)		3,140
Income from continuing operations before provision for income taxes		33,928			19,309			96,307			86,114
Provision for income taxes		14,055			7,840			38,860			34,015
Income from continuing operations		19,873			11,469			57,447			52,099
Loss from discontinued operations, net of provision for income taxes		(2,923	)		(708	)		(4,792	)		(11,736	)
Net income	$	16,950		$	10,761		$	52,655		$	40,363
Basic earnings (loss) per share	$	0.51		$	0.31		$	1.55		$	1.18
Continuing operations		0.60			0.33			1.69			1.52
Discontinued operations	$	(0.09	)	$	(0.02	)	$	(0.14	)	$	(0.34	)
Diluted earnings (loss) per share	$	0.50		$	0.31		$	1.53		$	1.17
Continuing operations		0.59			0.33			1.67			1.51
Discontinued operations	$	(0.09	)	$	(0.02	)	$	(0.14	)	$	(0.34	)
Weighted average shares outstanding
Basic		33,298			34,310			34,071			34,256
Diluted		33,583			34,666			34,419			34,553
Percentages of Revenues
Cost of services		32.8	%		36.5	%		34.5	%		35.4	%
Member relations and marketing		27.2	%		30.3	%		29.4	%		28.0	%
General and administrative		11.1	%		13.3	%		12.7	%		13.2	%
Depreciation and amortization		3.6	%		4.3	%		3.5	%		4.2	%
Operating profit		25.3	%		15.6	%		19.9	%		19.2	%
Adjusted EBITDA (2)		29.3	%		20.7	%		23.2	%		23.7	%

⁽¹⁾ Other income (expense), net for the three months ended December 31, 2011 includes a $0.9 million increase in the fair value of deferred compensation plan assets offset by a $0.4 million foreign currency loss. Other income (expense), net for the three months ended December 31, 2010 includes $0.4 million of interest income, a $0.9 million increase in the fair value of deferred compensation plan assets, and a $0.1 million foreign currency gain offset by other expense of $0.1 million. Other income (expense), net for the year ended December 31, 2011 includes $0.6 million of net interest income offset by a $0.5 million decrease in the fair value of deferred compensation plan assets and a $0.3 million foreign currency loss. Other income (expense), net for the year ended December 31, 2010 includes $1.5 million of interest income, a $1.7 million increase in the fair value of deferred compensation plan assets, and a $0.1 million foreign currency gain offset by $0.2 million of other expense.

⁽²⁾  See “NON-GAAP Financial Measures” for further explanation.

THE CORPORATE EXECUTIVE BOARD COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

		September 30,		September 30,
	Dec. 31, 2011		Dec. 31, 2010
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	133,429	$	102,498
Marketable securities		3,794		10,114
Membership fees receivable, net		154,255		141,322
Deferred income taxes, net		17,844		18,727
Deferred incentive compensation		17,330		15,710
Prepaid expenses and other current assets		21,624		10,388
Total current assets		348,276		298,759
Deferred income taxes, net		20,490		43,524
Marketable securities		6,722		10,850
Property and equipment, net		80,981		83,140
Goodwill		29,492		29,266
Intangible assets, net		13,581		13,828
Other non-current assets		34,150		30,782
Total assets	$	533,692	$	510,149
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued liabilities	$	46,067	$	52,439
Accrued incentive compensation		37,884		40,719
Deferred revenues		284,935		251,200
Total current liabilities		368,886		344,358
Deferred income taxes		1,436		679
Other liabilities		83,806		82,296
Total liabilities		454,128		427,333
Total stockholders’ equity		79,564		82,816
Total liabilities and stockholders’ equity	$	533,692	$	510,149

THE CORPORATE EXECUTIVE BOARD COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

		September 30,			September 30,
	Year Ended December 31,
	2011			2010
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	52,655		$	40,363
Adjustments to reconcile net income to net cash flows provided by operating activities:
Loss on disposal of discontinued operations		3,503			—
Impairment loss		—			12,645
Depreciation and amortization		17,710			20,462
Deferred income taxes		21,211			(11,628	)
Share-based compensation		8,118			7,490
Excess tax benefits from share-based compensation arrangements		(1,949	)		(942	)
Foreign currency translation loss		330			—
Amortization of marketable securities premiums		194			357
Changes in operating assets and liabilities:
Membership fees receivable, net		(13,088	)		(13,231	)
Deferred incentive compensation		(1,723	)		(5,989	)
Prepaid expenses and other current assets		(11,517	)		(446	)
Other non-current assets		(2,661	)		(5,387	)
Accounts payable and accrued liabilities		(5,464	)		(2,792	)
Accrued incentive compensation		(2,708	)		12,744
Deferred revenues		34,200			22,413
Other liabilities		1,440			9,036
Net cash flows provided by operating activities		100,251			85,095
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(10,203	)		(8,322	)
Acquisition of businesses, net of cash acquired		(6,193	)		(13,957	)
Proceeds from sale of discontinued operations		1,779			—
Cost method investment		(150	)		—
Maturities of marketable securities		9,845			22,381
Net cash flows (used in) provided by investing activities		(4,922	)		102
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the exercise of common stock options		1,660			436
Proceeds from the issuance of common stock under the employee stock purchase plan		502			451
Acquisition of businesses, contingent consideration		(3,650	)		—
Credit facility issuance costs		(542	)		—
Excess tax benefits from share-based compensation arrangements		1,949			942
Purchases of treasury shares		(43,308	)		(1,237	)
Payment of dividends		(20,426	)		(15,051	)
Net cash flows used in financing activities		(63,815	)		(14,459	)
Effect of exchange rates on cash		(583	)		—
NET INCREASE IN CASH AND CASH EQUIVALENTS		30,931			70,738
Cash and cash equivalents, beginning of period		102,498			31,760
Cash and cash equivalents, end of period	$	133,429		$	102,498

THE CORPORATE EXECUTIVE BOARD COMPANY

Pro Forma Statements of Operations

		September 30,			September 30,			September 30,			September 30,			September 30,			September 30,
	Three Months Ended December 31, 2011									Three Months Ended December 31, 2010
	GAAP, as reported			Discontinued Operations			Pro Forma Operations			GAAP, as reported			Discontinued Operations			Pro Forma Operations
Revenues	$	131,951		$	1,037		$	132,988		$	115,479		$	1,563		$	117,042
Costs and expenses:
Cost of services		43,302			961			44,263			42,117			786			42,903
Member relations and marketing		35,923			320			36,243			35,039			694			35,733
General and administrative		14,635			508			15,143			15,309			947			16,256
Depreciation and amortization		4,702			186			4,888			4,967			205			5,172
Loss on disposal of discontinued operations		—			3,503			3,503			—			—			—
Total costs and expenses		98,562			5,478			104,040			97,432			2,632			100,064
Operating profit		33,389			(4,441	)		28,948			18,047			(1,069	)		16,978
Other income (expense), net		539			—			539			1,262			—			1,262
Income from continuing operations before provision for income taxes		33,928			(4,441	)		29,487			19,309			(1,069	)		18,240
Provision for income taxes		14,055			(1,518	)		12,537			7,840			(361	)		7,479
Income from continuing operations		19,873			(2,923	)		16,950			11,469			(708	)		10,761
Discontinued operations:
Loss from discontinued operations		(4,441	)		4,441			—			(1,069	)		1,069			—
Provision for income taxes		(1,518	)		1,518			—			(361	)		361			—
Loss from discontinued operations, net of provision for income taxes		(2,923	)		2,923			—			(708	)		708			—
Net income	$	16,950		$	—		$	16,950		$	10,761		$	—		$	10,761
Adjusted EBITDA
	Three Months Ended December 31, 2011									Three Months Ended December 31, 2010
	GAAP, as reported			Discontinued Operations			Pro Forma Operations			GAAP, as reported			Discontinued Operations			Pro Forma Operations
Income (loss) from operations	$	19,873		$	(2,923	)	$	16,950		$	11,469		$	(708	)	$	10,761
Interest expense (income)		13			—			13			(410	)		—			(410	)
Depreciation and amortization		4,702			186			4,888			4,967			205			5,172
Loss on disposal of discontinued operations		—			3,503			3,503			—			—			—
Provision for income taxes		14,055			(1,518	)		12,537			7,840			(361	)		7,479
Adjusted EBITDA	$	38,643		$	(752	)	$	37,891		$	23,866		$	(864	)	$	23,002
Adjusted EBITDA margin		29.3	%					28.5	%		20.7	%					19.7	%

THE CORPORATE EXECUTIVE BOARD COMPANY

Pro Forma Statements of Operations

		September 30,			September 30,			September 30,			September 30,			September 30,			September 30,
	Year Ended December 31, 2011									Year Ended December 31, 2010
	GAAP, as reported			Discontinued Operations			Pro Forma Operations			GAAP, as reported			Discontinued Operations			Pro Forma Operations
Revenues	$	484,663		$	5,251		$	489,914		$	432,431		$	6,476		$	438,907
Costs and expenses:
Cost of services		167,258			3,202			170,460			153,283			2,486			155,769
Member relations and marketing		142,324			2,115			144,439			121,239			2,651			123,890
General and administrative		61,668			2,930			64,598			56,896			3,975			60,871
Depreciation and amortization		16,928			782			17,710			18,039			2,423			20,462
Impairment loss		—			—			—			—			12,645			12,645
Loss on disposal of discontinued operations		—			3,503			3,503			—			—			—
Total costs and expenses		388,178			12,532			400,710			349,457			24,180			373,637
Operating profit		96,485			(7,281	)		89,204			82,974			(17,704	)		65,270
Other income (expense), net		(178	)		—			(178	)		3,140			—			3,140
Income from continuing operations before provision for income taxes		96,307			(7,281	)		89,026			86,114			(17,704	)		68,410
Provision for income taxes		38,860			(2,489	)		36,371			34,015			(5,968	)		28,047
Income from continuing operations		57,447			(4,792	)		52,655			52,099			(11,736	)		40,363
Discontinued operations:
Loss from discontinued operations		(7,281	)		7,281			—			(17,704	)		17,704			—
Provision for income taxes		(2,489	)		2,489			—			(5,968	)		5,968			—
Loss from discontinued operations, net of provision for income taxes		(4,792	)		4,792			—			(11,736	)		11,736			—
Net income	$	52,655		$	—		$	52,655		$	40,363		$	—		$	40,363
Adjusted EBITDA
	Year Ended December 31, 2011									Year Ended December 31, 2010
	GAAP, as reported			Discontinued Operations			Pro Forma Operations			GAAP, as reported			Discontinued Operations			Pro Forma Operations
Income (loss) from operations	$	57,447		$	(4,792	)	$	52,655		$	52,099		$	(11,736	)	$	40,363
Interest expense (income)		(596	)		—			(596	)		(1,526	)		—			(1,526	)
Depreciation and amortization		16,928			782			17,710			18,039			2,423			20,462
Impairment loss		—			—			—			—			12,645			12,645
Loss on disposal of discontinued operations		—			3,503			3,503			—			—			—
Provision for income taxes		38,860			(2,489	)		36,371			34,015			(5,968	)		28,047
Adjusted EBITDA	$	112,639		$	(2,996	)	$	109,643		$	102,627		$	(2,636	)	$	99,991
Adjusted EBITDA margin		23.2	%					22.4	%		23.7	%					22.8	%