CORPORATE EXECUTIVE BOARD CO, S-1, 2000-01-31

CORPORATE EXECUTIVE BOARD CO
S-1, 2000-01-31
MANAGEMENT CONSULTING SERVICES

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<PAGE>

As filed with the Securities and Exchange Commission on January 31, 2000
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
THE CORPORATE EXECUTIVE BOARD COMPANY
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
Delaware 8742 52-2056410
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

------------------------
The Corporate Executive Board Company
2000 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
(202) 777-5000

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

______________________
Clay M. Whitson
The Corporate Executive Board Company
2000 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
(202) 777-5000

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

______________
Copies to:
Steven R. Finley, Esq. Thomas R. Brome, Esq.
Gibson, Dunn & Crutcher LLP Cravath, Swaine & Moore
200 Park Avenue 825 Eighth Avenue
New York, N.Y. 10166 New York, N.Y. 10019
(212) 351-4000 (212) 474-1000

Approximate date of commencement of proposed sale to the public: As soon
as practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Amount Proposed maximum Proposed maximum Amount of
Title of each class of to be offering price per aggregate offering registration
securities to be registered registered(1) unit(2) price fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share....... 5,750,000 $51.16 $294,170,000 $77,660.88
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 750,000 shares of common stock as to which the underwriters have
been granted an option to cover over-allotments, if any.

(2) Calculated in accordance with Rule 457(c) based on the average of the high
and low prices per share of the common stock on January 28, 2000.

The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to such
Section 8(a) may determine.
===============================================================================
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED JANUARY 31, 2000

PROSPECTUS
5,000,000 Shares
[Logo]
The Corporate Executive Board Company
Common Stock

All of the shares of common stock offered hereby are being offered by the
selling stockholders. We will not receive any of the proceeds from the sale of
shares of common stock by the selling stockholders.

The common stock is listed on the Nasdaq National Market under the symbol
"EXBD." On January 28, 2000, the last reported sales price of the common stock
was $52.00 per share.

____________________

Investing in our common stock involves risks. See "Risk Factors" beginning
on page 6.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

____________________

<TABLE>
<CAPTION>
Per Share Total
--------- -----
<S> <C> <C>
Public offering price $ $

Underwriting discount $ $

Proceeds to the selling stockholders (before expenses) $ $
</TABLE>

Several selling stockholders have granted the underwriters the right to
purchase up to an additional 750,000 shares to cover over-allotments.

The underwriters are offering the shares subject to various conditions.
The underwriters expect to deliver the shares to purchasers on or about
, 2000.

____________________

Salomon Smith Barney

Donaldson, Lufkin & Jenrette

Friedman Billings Ramsey

Goldman, Sachs & Co.

Merrill Lynch & Co.
, 2000
<PAGE>

You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information provided by this
prospectus is accurate as of any date other than the date on the front of this
prospectus.

_____________

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
A Note About Forward-Looking Statements........................... ii
Prospectus Summary................................................ 1
Risk Factors...................................................... 6
Use of Proceeds................................................... 9
Price Range of Common Stock and Dividend Policy................... 9
Capitalization.................................................... 10
Selected Financial and Operating Data............................. 11
Management's Discussion and Analysis of
Financial Condition and Results of Operations.................... 13
Business.......................................................... 17
Management........................................................ 31
Certain Relationships and Transactions............................ 39
Principal and Selling Stockholders................................ 41
Description of Capital Stock...................................... 43
Underwriting...................................................... 45
Legal Matters..................................................... 48
Experts........................................................... 48
Additional Information............................................ 48
Index to Financial Statements..................................... F-1
</TABLE>

i
<PAGE>

A NOTE ABOUT FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this prospectus, including the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations", that are based on our management's beliefs and
assumptions and on information currently available to our management. Forward-
looking statements include the information concerning our possible or assumed
results of operations, business strategies, financing plans, competitive
position and potential growth opportunities. Forward-looking statements include
all statements that are not historical facts and can be identified by the use of
forward-looking terminology such as the words "believes", "expects",
"anticipates", "intends", "plans", "estimates" or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions.
Actual results may differ materially from those expressed in these forward-
looking statements. You should not put undue reliance on any forward-looking
statements. We do not have any intention or obligation to update forward-
looking statements after we distribute this prospectus.

You should understand that many important factors, in addition to those
discussed elsewhere in this prospectus, could cause our results to differ
materially from those expressed in these forward-looking statements. These
factors include:

. our dependence on renewals of our membership-based services,

. our inability to know in advance if new products will be successful,

. difficulties we may experience in anticipating market trends,

. our reliance on certain key personnel,

. our need to attract and retain a significant number of highly skilled
employees,

. restrictions on selling our products and services to the health care
industry,

. continued consolidation in the financial institution industry,

. fluctuations in operating results,

. our potential inability to protect our intellectual property rights,

. our potential exposure to litigation related to content and

. our potential exposure to loss of revenue resulting from our
unconditional service guarantee.

ii
<PAGE>

PROSPECTUS SUMMARY

This summary highlights selected information in this prospectus, but it may
not contain all of the information that is important to you. For a better
understanding of this offering and our results of operations and financial
condition, you should read this entire prospectus, including the "Risk Factors"
section and our financial statements and the notes to our financial statements,
which are included elsewhere in this prospectus.

The Corporate Executive Board

We provide "best practices" research and analysis focusing on corporate
strategy, operations and general management issues. Best practices research
identifies and analyzes specific management initiatives, processes and
strategies that have been determined to produce the best results in solving
common business problems or challenges.

We provide research and analysis on an annual subscription basis to a
membership of 1,480 of the world's largest and most prestigious corporations.
For a fixed annual fee, members of each subscription program have access to an
integrated set of services, including:

. best practices research studies,

. executive education seminars,

. customized research briefs and

. on-line access to the program's content database and other services.

For each of the last three years, our program renewal rate (defined as the
percentage of prior year's membership subscriptions renewed, adjusted to reflect
reductions in membership resulting from mergers and acquisitions of members),
equaled or exceeded 84%. More than 70% of the Fortune 500 companies are members
of the Corporate Executive Board.

Our membership-based model, in which all subscribers (or "members")
participate in our research and analysis, is central to our business strategy.
This model gives us access to the best business practices of our members and
enables us to provide comprehensive analysis on current business issues,
assessing the collective experiences and knowledge of our members on leading-
edge topics. By participating in the Corporate Executive Board, members can
learn about the best practices of the most progressive corporations in the world
at a fraction of the cost of a customized analysis performed by any of the major
consulting firms. We do not believe that in-house research and analysis
departments at individual corporations could obtain, at any price, similar
information from other corporations about their management practices.

In general, our membership comprises the most progressive competitors in
each industry sector. Representative members include American Express, British
Airways, Citigroup, Coca-Cola, Dell, Deutsche Bank, eBay, Hewlett-Packard,
Lucent, Merrill Lynch, Microsoft, Procter & Gamble, Xerox and Yahoo!. No one
member accounted for more than 2% of revenues in any of the last three fiscal
years. We do not know of any other entity that enables corporations to study a
broad range of the best business practices of hundreds of other business
enterprises for fixed, annual subscription fees.

We currently offer 13 discrete subscription programs, each focusing on a
single business constituency:

. human resources,

. corporate strategy,

. information technology,

1
<PAGE>

. sales,

. finance,

. legal,

. marketing,

. employee retention,

. retail banking,

. business banking,

. trust and private banking,

. insurance and

. bank operations.

We added four new subscription programs during the past two years and
anticipate adding two to three new subscription programs per year for the
foreseeable future. Each subscription program charges a separate fixed annual
subscription fee and is served by a dedicated staff of analysts and researchers.
Subscriptions generally are renewable on a 12-month basis. The average price
per subscription program at December 31, 1999 was $28,900. In 1999, we
published 44 best practices research studies, completed over 11,000 customized
research briefs and provided executive education services to 1,298 member
corporations reaching over 30,000 executive participants. Our 243 analysts and
researchers have compiled a proprietary database of 305 best practices research
studies and 33,000 customized research briefs.

Our revenue and costs have grown at compound annual rates of 37.4% and
25.4%, respectively, from December 31, 1996 through December 31, 1999. Because
each subscription program provides our membership with standardized best
practices research studies and executive education seminars, new members
immediately add to our revenues while only incrementally increasing our
operating costs. Our growth strategy is to cross-sell additional subscription
programs to existing members, to add new members and to develop new subscription
programs and research products.

We maintain our executive offices in Washington, D.C. at 2000 Pennsylvania
Avenue, N.W., Washington, D.C. 20006. Our telephone number is (202) 777-5000.

2
<PAGE>

The Offering

<TABLE>
<S> <C>
Common stock offered by the selling
stockholders.............................................. 5,000,000 shares

Common stock to be outstanding after
the offering.............................................. shares

Use of proceeds............................................. We will not directly receive any proceeds from the sale of
the common stock. Since a number of the shares being offered
will be issued upon the exercise of currently outstanding
stock options, we will receive $ from the selling
stockholders in payment of their option exercise prices. We
will use these funds for general corporate purposes.

Effects of stock option exercises........................... We will receive $ in cash in payment of the option
exercise prices. We will incur compensation expense in the
first quarter of $ reflecting additional Federal
Insurance Corporation Act taxes that we will become obligated
to pay as a result of the taxable income that our employees
will receive upon exercise of these options. We will incur
additional compensation expense for tax reporting purposes,
but not for financial reporting purposes, that will increase
our deferred tax asset by $ , to reflect
allowable tax deductions that will be realized in the
determination of our income tax liability and therefore
reduce our future income tax payments. Although our
provision for income taxes for financial reporting purposes
will not change, our actual cash payments will be reduced as
we utilize our deferred tax asset. As a result of the
receipt of cash for the exercise of options and the
recognition of a deferred tax asset, our stockholders' equity
will increase to $ . The exercise of these options
will increase our fully diluted weighted average shares
outstanding by shares.

Nasdaq symbol............................................... EXBD
</TABLE>

Unless we specifically state otherwise, the information in this prospectus
does not take into account the sale of up to 750,000 shares of common stock that
the underwriters have the option to purchase from some of the selling
stockholders solely to cover over-allotments.

The number of shares to be outstanding after the offering does not include
shares that may be issued upon the exercise of currently outstanding stock
options. The average exercise price of these options is $ . The number
of shares to be outstanding after the offering also does not include options
under our 1999 Stock Option Plan and our Directors Stock Plan that will be
granted upon the closing of this offering.

Risk Factors

See "Risk Factors" beginning on page 6 for a discussion of material risks
that you should consider before purchasing our common stock.

3
<PAGE>

SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------
1995 1996 1997 1998 1999
------ ------ ------ ------ ------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Statements of Income Data:
Revenues.................................................. $ 17,547 $ 27,283 $ 38,669 $ 53,030 $ 70,767
Costs and expenses:
Cost of services......................................... 10,849 15,078 20,036 25,373 28,602
Member relations and marketing........................... 5,275 6,677 8,106 11,676 15,525
General and administrative............................... 2,589 3,832 5,660 6,920 8,485
Depreciation............................................. 233 452 722 885 1,318
Stock option restructuring and repurchase and special
bonus plan(1)........................................... 9,390 1,473 3,063 5,342 383
-------- -------- -------- -------- --------
Total costs and expenses............................... 28,336 27,512 37,587 50,196 54,313
-------- -------- -------- -------- --------
Income (loss) from operations............................. (10,789) (229) 1,082 2,834 16,454
Interest income........................................... -- -- 122 786 1,114
-------- -------- -------- -------- --------
Income (loss) before provision (benefit) for income taxes. (10,789) (229) 1,204 3,620 17,568
Provision (benefit) for income taxes(2)................... (1,076) (23) 120 361 4,322
-------- -------- -------- -------- --------
Net income (loss)......................................... $ (9,713) $ (206) $ 1,084 $ 3,259 $ 13,246
======== ======== ======== ======== ========
Earnings (loss) per share--basic(2)....................... $ (0.78) $ (0.02) $ 0.09 $ 0.26 $ 1.00
Weighted average shares outstanding--basic................ 12,504 12,504 12,504 12,504 13,223
Earnings (loss) per share--diluted(2)..................... $ (0.78) $ (0.02) $ 0.08 $ 0.22 $ 0.83
Weighted average shares outstanding--diluted.............. 12,504 12,504 13,752 14,950 16,027
</TABLE>

<TABLE>
<CAPTION>
As of December 31,
-----------------------------------------------------------------
1999 Pro
1995 1996 1997 1998 1999 forma(3)
-------- -------- -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
(In thousands)
Balance Sheet Data:
Cash, cash equivalents and marketable
securities.................................. $ -- $ -- $ 12,691 $ 16,104 $ 33,074 $
Deferred income taxes........................ 1,100 956 1,150 1,438 8,047
Working capital.............................. (3,530) (4,645) (5,005) (8,721) (11,610)
Total assets................................. 18,568 23,107 39,868 48,928 81,764
Deferred revenues............................ 15,382 21,696 31,474 39,061 55,436
Total stockholders' equity (deficit)......... (7,205) (7,411) (5,042) (8,147) 10,846
</TABLE>

<TABLE>
<CAPTION>
December 31,
---------------------------------
1997 1998 1999
------ ------ ------
<S> <C> <C> <C>
Other Operating Data:
Subscription programs....................................................... 9 10 12
Member institutions(4)...................................................... 1,151 1,333 1,480
Total membership subscriptions(4)........................................... 1,808 2,263 2,790
Average subscription programs per member(4)................................. 1.57 1.70 1.89
Program renewal rate(5)..................................................... 85% 85% 84%
</TABLE>

_____________
(1) Reflects charges relating to agreements with certain employees to
repurchase outstanding stock options at fixed amounts and the substitution
of our stock options for those of The Advisory Board Company, as well as
special bonus plan charges. See note (1) to the Selected Financial and
Operating Data table for a discussion of these charges.
(2) Prior to our initial public offering in February 1999, we had elected to be
taxed under subchapter S of the Internal Revenue Code. In February 1999,
we terminated our S corporation election and became subject to U.S. Federal
and state income taxes at prevailing corporate rates. See note (2) to the
Selected Financial and Operating Data table for a discussion of results if
we had been taxed under subchapter C of the Internal Revenue Code for U.S.
Federal and state income tax purposes.
(3) Assumes that the exercise by selling stockholders of options to purchase an
aggregate of shares of common stock to be sold in this
offering took place at December 31, 1999. See note (3) to the Selected
Financial and Operating Data table for a discussion of the effects of that
exercise.
(4) This information includes our estimate of pending membership renewals and
an estimate of members who will discontinue their membership prior to their
annual renewal date in the subsequent year.

4
<PAGE>

(5) For the year then ended. Program renewal rate is defined as the percentage
of memberships renewed for the year, adjusted to reflect reductions in
memberships resulting from mergers and acquisitions of members.

5
<PAGE>

RISK FACTORS

In addition to the other information contained in this prospectus, you
should carefully consider the following risk factors in evaluating us and our
business before purchasing any shares of our common stock.

We Depend on Renewals of Our Membership-Based Services

We derive all of our revenues from annual membership subscriptions for our
products and services. Our prospects therefore depend on our ability to achieve
and sustain high renewal rates on existing subscription programs and to enter
into new membership arrangements. Failure to achieve high membership renewal
rate levels would have a material adverse effect on our operating results. Our
ability to secure membership renewals depends upon our ability to deliver
consistent, high-quality and timely research and analysis with respect to
issues, developments and trends that members view as important. We cannot
assure you that we will be able to sustain the necessary level of performance to
achieve a high rate of membership renewals. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business."

We Cannot Know in Advance if New Products Will Be Successful

Our future success will depend on our ability to develop new subscription
programs that address specific industry and business constituencies and the
changing needs of our current and prospective members for information, analysis
and advice. We cannot assure you that our efforts to introduce new subscription
programs will be successful. The process of internally researching, developing,
launching and gaining client acceptance of new subscription programs is time-
consuming, expensive and inherently risky. Delays or failures during
development or implementation, or lack of market acceptance of new subscription
programs, could have a material adverse effect on our business, financial
condition and results of operations. Our business, financial condition and
results of operations would be materially adversely affected if we were unable
to develop and introduce successful new subscription programs or other new
products, or to make enhancements to existing subscription programs in a timely
manner in response to member requirements. See "Business -- Products and
Services."

We May Experience Difficulties in Anticipating Market Trends

Our future success also will depend upon our ability to anticipate rapidly
changing market trends and to adapt our research and analysis to meet the
changing information needs of our members. We may fail to continue to provide
helpful and timely research and analysis of developments and trends in a manner
that meets market needs. Any such failure would have a material adverse effect
on our business, financial condition and results of operations. The industry
and business sectors that we analyze undergo frequent and often dramatic
changes, including the introduction of new and the obsolescence of old products,
shifting strategies and market positions of major industry participants and
changing objectives and expectations of users of members' products and services.
This environment of rapid and continuous change presents significant challenges
to our ability to provide our members with current and timely research and
analysis on issues of importance. Meeting these challenges requires the
commitment of substantial resources.

We Rely Heavily on Certain Key Personnel

Our future success will depend to a significant degree upon the continued
services of certain key management, research, sales and product development
personnel and on our ability to continue to motivate and retain these highly
qualified employees. If we are unable to retain and motivate these key
personnel, our results of operations will be adversely affected. Our key
personnel include Jeffrey D. Zients, the Chairman of our Board of Directors,
James J. McGonigle, our Chief Executive Officer, Clay M. Whitson, our Chief
Financial Officer, Sally Chang, our General Manager, Sales and Marketing, and
Derek C. M. van Bever, our Chief Research Officer.

6
<PAGE>

We Also Must Attract and Retain a Significant Number of Highly-Skilled Employees

Our future success also will depend upon our ability to hire, train,
motivate and retain a significant number of highly-skilled employees,
particularly research analysts and sales and marketing staff. Our inability to
do so would have a material adverse effect on our business. We have
experienced, and expect to continue to experience, intense competition for
professional personnel from management consulting firms and other producers of
research and analysis products and services. Many of these firms have
substantially greater financial resources than we do to attract and compensate
qualified personnel. We cannot assure you that we will be successful in
attracting a sufficient number of highly-skilled employees in the future, or
that we will be successful in training, motivating and retaining the employees
we are able to hire. See "Business -- Employees."

We Are Restricted from Selling our Products and Services to the Health Care
Industry

At the time of our initial public offering, we entered into an agreement
with The Advisory Board Company that restricts us from selling our membership-
based subscription products and services to companies principally engaged in the
health care business, although we may sell such products and services to non-
health care divisions or subsidiaries of health care companies. This
restriction may limit our future growth opportunities. See "Certain
Relationships and Transactions -- Noncompetition Agreement" for a more detailed
discussion of this agreement.

Continued Consolidation in the Financial Institution Industry May Adversely
Affect our Business

The financial services industry is continuing to experience substantial
consolidation. This consolidation has resulted, and is expected to continue to
result, in a reduction in the number of our financial institution members. We
cannot assure you that this consolidation will not materially and adversely
affect our results of operations. At December 31, 1999, approximately 40% of
our Contract Value was attributable to financial institution members, which
include commercial banks, thrifts, credit unions, credit card issuers, mutual
fund companies, consumer credit lenders, brokerage houses, private and trust
banks and insurance companies. We calculate Contract Value as the aggregate
annualized subscription membership revenue attributed to all subscription
membership agreements in effect at a given time, without regard to the remaining
duration of any such agreement, including an estimate of pending subscription
membership renewals and an estimate of members who will discontinue their
membership prior to their annual renewal date in the subsequent year.

We May Experience Fluctuations in Operating Results

Our operating results may fluctuate significantly due to various factors,
including the growth in and timing of new memberships, the timing of the
development, introduction and marketing of new products and services, the timing
of the hiring of research analysts and sales and marketing staff, changes in the
spending patterns of our members, our accounts receivable collection experience,
changes in market demand for research and analysis, foreign currency exchange
rate fluctuations, competitive conditions in the industry and general economic
conditions. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

We May Be Unable to Protect Our Intellectual Property Rights

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

7
<PAGE>

We May Be Exposed to Litigation Related to Content

As a publisher and distributor of original research and analysis and user
of licensed third-party content, we face potential liability for defamation,
negligence and copyright and trademark infringement. Any such litigation,
whether or not resulting in a judgment against us, could have a material adverse
effect on our financial condition and results of operations. Third-party
content includes information created or provided by information services
organizations and consultants whom we retain and may be delivered in writing,
over the internet or orally to clients.

We May Be Exposed to Loss of Revenue Resulting from our Unconditional Service
Guarantee

We offer an unconditional service guarantee to our members. At any time, a
member may demand a pro rata refund of its subscription fee for a program.
Requests for refunds of subscription fees by a significant number of our members
could have a material adverse effect on our financial condition and results of
operations.

8
<PAGE>

USE OF PROCEEDS

All of the shares of common stock being sold in the offering are being sold
by the selling stockholders. We will not directly receive any proceeds from the
sale of the common stock. Since a number of the shares being offered will be
issued upon the exercise of currently outstanding stock options, we will receive
$ from the selling stockholders in payment of their option exercise
prices. If the underwriters fully exercise their over-allotment option, we will
receive an additional $ from the selling stockholders in payment of the
additional option exercise prices. We will use these funds for general corporate
purposes.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

Our common stock is traded on the Nasdaq National Market under the symbol
"EXBD." The following table sets forth, for the periods indicated, the high and
low sales price for our common stock as reported on the Nasdaq National Market.
Our common stock commenced trading on February 23, 1999.

<TABLE>
<CAPTION>
High Low
-------- --------
<S> <C> <C>
1999:
First quarter (from February 23, 1999).... $ 27.500 $ 23.375
Second quarter............................ 36.250 25.000
Third quarter............................. 40.625 32.000
Fourth quarter............................ 56.375 37.250

2000:
First quarter (through January 28, 2000).. $ 54.250 $ 44.750
</TABLE>

On January 28, 2000, the last reported sale price of our common stock on
the Nasdaq National Market was $52.00 per share. As of January 27, 2000, there
were approximately 40 holders of record of our common stock.

We have not paid any dividend on our common stock since the closing of our
initial public offering. We do not anticipate declaring or paying dividends in
the foreseeable future. The timing and amount of future dividends, if any,
would be determined by our Board of Directors and would depend upon our
earnings, financial condition and cash requirements.

9
<PAGE>

CAPITALIZATION

The following table sets forth our capitalization at December 31, 1999, and
adjusts that information as of December 31, 1999 to give effect to the offering.
You should read this table in conjunction with the financial statements and
notes to the financial statements included elsewhere in this prospectus.

<TABLE>
<CAPTION>
December 31, 1999
----------------------------------------
Actual As adjusted(1)
------------------ -------------------
(in thousands)
<S> <C> <C>
Cash, cash equivalents and marketable securities............................. $33,074
============== ================
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, 13,569,960
shares issued and outstanding (actual), shares issued and
outstanding (as adjusted)(2)................................................ 136
Additional paid-in-capital................................................... 269
Deferred compensation........................................................ (570)
Retained earnings............................................................ 11,691
Accumulated elements of comprehensive income................................. (680)
-------------- ----------------
Total capitalization....................................................... $10,846
============== ================
</TABLE>
____________
(1) Adjusted information reflects the effects of the option exercises as
described in note (3) to the Selected Financial and Operating Data table.

(2) Does not include options to purchase shares of common
stock outstanding under our various option plans, which have a weighted
average exercise price of $ per share.

10
<PAGE>

SELECTED FINANCIAL AND OPERATING DATA

The following table sets forth selected financial and operating data. The
selected financial data presented below as of December 31, 1996, 1997, 1998 and
1999, and for each of the years in the five-year period ended December 31, 1999,
have been derived from our financial statements which have been audited by
Arthur Andersen LLP, independent public accountants. The selected financial
data presented below as of December 31, 1995 have been derived from our
unaudited financial statements, which have been prepared on the same basis as
our audited financial statements. You should read the selected financial data
presented below in conjunction with our financial statements, the notes to our
financial statements and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" appearing elsewhere in this prospectus.

<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------
1995 1996 1997 1998 1999
--------- --------- -------- -------- --------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Statements of Income Data:
Revenues.................................................. $ 17,547 $27,283 $38,669 $53,030 $70,767
Costs and expenses:
Cost of services......................................... 10,849 15,078 20,036 25,373 28,602
Member relations and marketing........................... 5,275 6,677 8,106 11,676 15,525
General and administrative............................... 2,589 3,832 5,660 6,920 8,485
Depreciation............................................. 233 452 722 885 1,318
Stock option restructuring and repurchase and special
bonus plan(1)........................................... 9,390 1,473 3,063 5,342 383
-------- ------- ------- ------- -------
Total costs and expenses............................... 28,336 27,512 37,587 50,196 54,313
-------- ------- ------- ------- -------
Income (loss) from operations............................. (10,789) (229) 1,082 2,834 16,454
Interest income........................................... -- -- 122 786 1,114
-------- ------- ------- ------- -------
Income (loss) before provision (benefit) for income taxes. (10,789) (229) 1,204 3,620 17,568
Provision (benefit) for income taxes(2)................... (1,076) (23) 120 361 4,322
-------- ------- ------- ------- -------
Net income (loss)......................................... $ (9,713) $ (206) $ 1,084 $ 3,259 $13,246
======== ======= ======= ======= =======
Earnings (loss) per share--basic(2)....................... $ (0.78) $ (0.02) $ 0.09 $ 0.26 $ 1.00
Weighted average shares outstanding--basic................ 12,504 12,504 12,504 12,504 13,223
Earnings (loss) per share--diluted(2)..................... $ (0.78) $ (0.02) $ 0.08 $ 0.22 $ 0.83
Weighted average shares outstanding--diluted.............. 12,504 12,504 13,752 14,950 16,027
</TABLE>

<TABLE>
<CAPTION>
As of December 31,
----------------------------------------------------------------------
1999 Pro
1995 1996 1997 1998 1999 forma(3)
---------- --------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
(In thousands)
Balance Sheet Data:
Cash, cash equivalents and marketable
securities................................... $ -- $ -- $12,691 $16,104 $ 33,074 $
Deferred income taxes......................... 1,100 956 1,150 1,438 8,047
Working capital............................... (3,530) (4,645) (5,005) (8,721) (11,610)
Total assets.................................. 18,568 23,107 39,868 48,928 81,764
Deferred revenues............................. 15,382 21,696 31,474 39,061 55,436
Total stockholders' equity (deficit).......... (7,205) (7,411) (5,042) (8,147) 10,846
</TABLE>

11
<PAGE>

<TABLE>
<CAPTION>
December 31,
---------------------------------
1997 1998 1999
--------- -------- ---------
<S> <C> <C> <C>
Other Operating Data:
Subscription programs.............................................. 9 10 12
Member institutions(4)............................................. 1,151 1,333 1,480
Total membership subscriptions(4).................................. 1,808 2,263 2,790
Average subscription programs per member(4)........................ 1.57 1.70 1.89
Program renewal rate(5)............................................ 85% 85% 84%
</TABLE>
_____________
(1) Prior to our spin-off from The Advisory Board Company in October 1997, The
Advisory Board Company entered into agreements with certain employees to
repurchase outstanding stock options at fixed amounts. For background
information on the spin-off, see "Management's Discussion and Analysis of
Financial Conditions and Results of Operations-Overview." We assumed the
obligations under these agreements in the spin-off to the extent they were
attributable to our employees. We reflect the charges relating to these
agreements as stock option repurchase expenses over the required employment
period ending December 31, 1998. In addition, we substituted our stock
options for The Advisory Board Company stock options in the spin-off. The
terms of the stock option substitution resulted in compensation expense
being charged for the intrinsic value of certain stock options. We reflect
these charges as stock option restructuring expenses over the vesting
period of the options. We will continue to recognize compensation expense
related to certain substitution agreements of approximately $0.4 million in
2000 and $0.2 million in 2001. Furthermore, in December 1998, we and our
principal selling stockholder agreed to make certain payments in the
aggregate amount of $2.4 million to selected employees under a special
bonus plan. We recorded the special bonus plan charge of $2.4 million at
the time of the commitment in December 1998. See "Management's Discussion
and Analysis of Financial Condition and Results of Operation--Years Ended
December 31, 1997, 1998 and 1999--Stock option restructuring and repurchase
and special bonus plan."
(2) Prior to our initial public offering in February 1999, we had elected to be
taxed under subchapter S of the Internal Revenue Code. In February 1999, we
terminated our S corporation election and became subject to U.S. Federal
and state income taxes at prevailing corporate rates. If we had elected to
be taxed under subchapter C of the Internal Revenue Code for U.S. Federal
and state income tax purposes beginning January 1, 1995 and recorded income
tax expense using an annual effective rate of 41.0%, pro forma net income
(loss) (unaudited) and basic and diluted earnings (loss) per share
(unaudited) would have been $(6.4) million, $(0.51) and $(0.51),
respectively, for 1995, $(0.1) million, $(0.01) and $(0.01), respectively,
for 1996, $0.7 million, $0.06 and $0.05, respectively, for 1997, $2.1
million, $0.17 and $0.14, respectively, for 1998, and $10.4 million, $0.78
and $0.65, respectively, for 1999.
(3) The (unaudited) pro forma balance sheet data assumes that the exercise by
selling stockholders of options to purchase an aggregate of shares of
common stock to be sold in this offering took place at December 31, 1999.
As a result of the exercise of the options to purchase common stock, we
would (i) receive a cash payment of $ representing the aggregate
option exercise prices paid by the employees, (ii) incur additional
compensation expense of $ representing additional Federal Insurance
Corporation Act taxes that we will become obligated to pay as a result of
the taxable income that our employees will recognize upon the exercise of
these options, and (iii) increase our deferred tax asset by $ to reflect
allowable tax deductions that will be realized in the determination of our
income tax liability and therefore reduce our future income tax payments.
(4) This information includes our estimate of pending membership renewals and
an estimate of members who will discontinue their membership prior to their
annual renewal date in the subsequent year.
(5) For the year then ended. Program renewal rate is defined as the percentage
of memberships renewed for the year, adjusted to reflect reductions in
memberships resulting from mergers and acquisitions of members.

12
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

This discussion and analysis and the accompanying financial statements
present our results of operations as if we had operated as a stand-alone entity
in accordance with the accounting rules prescribed for "carve-out" financial
statements. We were incorporated on September 11, 1997. Our business was
operated as a division of The Advisory Board Company until October 31, 1997 when
the business was contributed to us and spun-off to The Advisory Board Company's
sole stockholder. On February 23, 1999, certain of our stockholders sold
9,415,280 shares of our common stock in an initial public offering.

Subscription memberships, which are annually renewable contracts, are
generally payable by members at the beginning of the contract term. Billings
attributable to our subscription programs are recorded initially as deferred
revenues and then recognized pro rata over the subscription contract term.

Over the last three years, our revenues have grown at a compound annual
growth rate of 37.4% from $27.3 million in 1996 to $70.8 million in 1999, while
costs have grown at a compound annual growth rate of 25.4% from $27.5 million in
1996 to $54.3 million in 1999, resulting in operating losses prior to 1997 and
income from operations of $1.1 million, $2.8 million and $16.5 million for 1997,
1998 and 1999. We attribute the growth in revenues to an increase in the number
of memberships which has been driven primarily by new sales for existing
subscription programs and the introduction of new subscription programs. The
increase in costs is a function of the growth in memberships and subscription
programs and investments in certain administrative functions. Stock option
restructuring and repurchase charges also affect costs as further explained
below.

One measure of our business is our annualized "Contract Value," which we
calculate as the aggregate annualized subscription membership revenue attributed
to all subscription membership agreements in effect at a given point in time
without regard to the remaining duration of any such agreement, including an
estimate of pending subscription membership renewals and an estimate of members
who will discontinue their subscription membership prior to their annual renewal
date in the subsequent year. Our experience is that a substantial portion of
members renews subscriptions for an equal or higher level each year. Contract
Value has grown at a compound annual growth rate of 31.3% over the past three
years and was $80.6 million at December 31, 1999.

Our operating costs and expenses consist of cost of services, member
relations and marketing, general and administrative expenses and depreciation.
Cost of services represents the costs associated with the production and
delivery of our products and services, including compensation of research
personnel and in-house faculty, the production of published materials, the
organization of member meetings and all associated support services. Member
relations and marketing expenses include the costs of acquiring new members and
renewing existing members and also include compensation expenses (including
sales commissions), travel and all associated support services. General and
administrative expenses include the costs of human resources and recruiting,
finance and accounting, management information systems, facilities management,
new product development and other administrative functions.

Results of Operations

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

13
<PAGE>

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1997 1998 1999
--------- ----------- ----------
<S> <C> <C> <C>
Revenues................................................... 100.0% 100.0% 100.0%
Cost of services.......................................... 51.8 47.8 40.4
--------- ----------- ----------
Gross profit.............................................. 48.2 52.2 59.6
Costs and expenses:
Member relations and marketing............................ 21.0 22.0 21.9
General and administrative................................ 14.6 13.1 12.0
Depreciation.............................................. 1.9 1.7 1.9
Stock option restructuring and repurchase................. 7.9 10.1 0.5
--------- ----------- ----------
Total costs and expenses.............................. 45.4 46.9 36.3
--------- ----------- ----------
Income from operations..................................... 2.8 5.3 23.3
Interest income............................................ 0.3 1.5 1.6
--------- ----------- ----------
Income before provision for income taxes................... 3.1 6.8 24.9
Provision for income taxes................................. 0.3 0.7 6.2
--------- ----------- ----------
Net income................................................. 2.8% 6.1% 18.7%
========= =========== ==========
</TABLE>

Years Ended December 31, 1997, 1998 and 1999

Revenues. Total revenues increased 37.1% from $38.7 million for 1997 to
$53.0 million for 1998, and 33.4% to $70.8 million for 1999. The increase in
revenues was primarily attributable to increased sales of subscriptions for
existing research programs, the introduction of new subscription programs and,
to a lesser degree, price increases. We introduced two new subscription
programs in 1997, one new subscription program in 1998 and two new subscription
programs in 1999.

Cost of services. Cost of services increased 26.6% from $20.0 million for
1997 to $25.4 million for 1998, and 12.7% to $28.6 million for 1999. The
increase in cost of services was principally due to increased research staffing
and related compensation costs to support the introduction of new subscription
programs and an increase in short answer research and executive education
services staffing to serve the growing membership base across all programs. Cost
of services as a percentage of revenues decreased from 51.8% for 1997 to 47.8%
for 1998, and to 40.4% for 1999. This decrease was attributable to the fixed
nature of the production costs of best practices research studies, as growth in
the number of subscription memberships does not significantly affect these
costs.

Member relations and marketing. Member relations and marketing costs
increased 44.0% from $8.1 million for 1997 to $11.7 million for 1998, and 33.0%
to $15.5 million for 1999. The increase in member relations and marketing costs
was primarily due to the increase in sales staff and related costs, the increase
in commission expense associated with increased revenues, and the increase in
member relations personnel and related costs to serve the expanding membership
base. Although we have added member relations and marketing resources to
increase revenues, member relations and marketing costs have remained largely
consistent as a percentage of total revenues from 1997 to 1999.

General and administrative. General and administrative expenses increased
22.3% from $5.7 million for 1997 to $6.9 million for 1998, and 22.6% to $8.5
million for 1999. The increase in general and administrative expenses resulted
primarily from staffing increases in general management, human resources and
recruiting, finance and accounting, management information systems, and
facilities management to support our overall growth. Although general and
administrative expenses have increased, general and administrative expenses have
decreased as a percentage of total revenues from 1997 to 1999 due to the
relatively fixed nature of many of these costs.

Depreciation. Depreciation expense increased 22.6% from $0.7 million for
1997 to $0.9 million for 1998, and 48.9% to $1.3 million for 1999. The increase
in depreciation expense was due to purchases of computer and telephone
equipment, software and office furniture and capitalization of leasehold
improvements for the new office facilities required to support organizational
growth.

Stock option restructuring and repurchase and special bonus plan. We
recognized $3.1 million, $2.9 million, and $0.4 million for 1997, 1998 and 1999
related to stock option agreements in existence at the time of the spin-off. In
connection with the spin-off, we executed substitution agreements with each of
our employees

14
<PAGE>

participating in The Advisory Board Company stock option plan. These
substitution agreements resulted in compensation expense being recognized by us
over the vesting period. We will continue to recognize compensation expense
related to certain substitution agreements estimated at $0.4 million in 2000 and
$0.2 million in 2001. In addition, in December 1998, we and our principal
stockholder agreed to make payments in an aggregate amount of $2.4 million to
selected employees under a special bonus plan, and we recorded the full amount
of that charge at that time.

Provision for income taxes. We recorded a provision for income taxes of
$0.1 million, $0.4 million, and $4.3 million for 1997, 1998 and 1999. Prior to
February 22, 1999, we were treated as an S corporation for Federal income tax
purposes and recognized income taxes only related to the District of Columbia.
However, just prior to our initial public offering, we terminated our S
corporation status and are now subject to Federal and state income taxes at
prevailing corporate rates. The difference in the effective income tax rates for
1997, 1998, and 1999 primarily reflects the termination of the S corporation
status just prior to the initial public offering in February 1999 and the
benefit of Federal income tax incentives associated with the location of our new
office facilities. If we had elected to be taxed under subchapter C of the
Internal Revenue Code for U.S. Federal and state income tax purposes beginning
January 1, 1997 and recorded income tax expense using an annual effective rate
of 41.0%, pro forma net income and basic and diluted earnings per share would
have been $0.7 million, $0.06 and $0.05 for 1997, $2.1 million, $0.17 and $0.14
for 1998 and $10.4 million, $0.78 and $0.65 for 1999.

Gross profit trend. Historically, the gross margin (gross profit as a
percentage of total revenues) has fluctuated based upon the growth in revenues
offset by the cost of delivering best practices research studies, the timing of
executive education seminars, the volume of customized research briefs and the
hiring of personnel. Accordingly, the gross margin for 1999 may not be
indicative of future results.

Liquidity and Capital Resources

We have financed our operations to date through funds generated from
operating activities. Subscription memberships, which are annually renewable
contracts, are generally payable by members at the beginning of the contract
term. The combination of revenue growth and advance payment of subscription
memberships has resulted historically in operating activities generating net
positive cash flows. We generated net cash flows from operating activities of
$13.6 million, $17.8 million and $26.3 million for 1997, 1998 and 1999. For
1997 and 1998, operating cash flow was generated primarily by increased revenues
and related changes in the balance sheet accounts. For 1999, operating cash
flow was generated primarily by increased revenues, the use of tax deductions
associated with the exercise of non-qualified stock options and related changes
in the balance sheet accounts. As of December 31, 1998 and 1999, we had cash,
cash equivalents and marketable securities of $16.1 million and $33.1 million.
Management expects that its current cash and cash equivalents and marketable
securities balances and net positive cash flows from operations will satisfy
working capital, financing activities and capital expenditure requirements for
at least the next 12 months.

Net cash flows used in investing activities during 1997, 1998 and 1999 were
$11.8 million, $2.2 million and $11.4 million. Net cash flows used in investing
activities during 1997 were attributable to the additional investment in
property and equipment of $1.5 million, the lending of $6.5 million under a note
agreement to our previous sole stockholder and the purchase (sale) of marketable
securities, net of $3.8 million. Net cash flows used in investing activities
during 1998 were attributable primarily to the additional investment in property
and equipment of $2.1 million. Net cash flows used in investing activities
during 1999 related to the additional investment in property and equipment of
$7.3 million and the purchase (sale) of marketable securities of $10.6 million
offset by the repayment of a note receivable from our previous sole stockholder.

Net cash flows provided by financing activities during 1997 were $7.2
million. Net cash flows used in financing activities during 1998 and 1999 were
$12.3 million and $7.4 million. Net cash flows provided by financing activities
during 1997 were attributable to the administrative and facilities management
services provided to us by The Advisory Board Company. Amounts owed to or to be
received from The Advisory Board Company are recorded in the due to/due from
affiliate account. Net cash flows used in financing activities during 1998 were
attributable to the payment to The Advisory Board Company for the administrative
and facilities management services provided to us, the distribution to our
previous sole stockholder of $6.9 million to pay income taxes on our S
corporation earnings and to distribute our estimated undistributed taxed or
taxable

15
<PAGE>

earnings, and the payment of $2.6 million for stock option agreements with
certain employees prior to the spin-off relating to the repurchase of stock
options at fixed amounts. Net cash flows used in financing activities during
1999 were attributable to agreements with certain employees prior to the spin-
off relating to the repurchase of stock options at fixed amounts. We paid $3.1
million related to these agreements in 1999, and are obligated to pay an
additional $4.7 million in 2000. We also distributed $4.0 million to our
previous sole stockholder. In addition, we paid $1.7 million in expenses related
to our initial public offering, which is treated for accounting purposes as a
distribution to our previous sole stockholder.

We have obtained a commitment for a $10.0 million, 12-month revolving line
of credit from a commercial bank. In addition, we have entered into a $1.3
million letter of credit agreement, expiring June 2003, with a commercial bank
to provide a security deposit for our office space lease. We pledged certain of
our assets as collateral under the letter of credit agreement.

As a result of the exercise by employees of options to purchase an
aggregate of shares which are being sold in this offering, we will
receive $ in cash in payment of the option exercise prices. We will incur
compensation expense in the quarter in which the offering occurs of $
reflecting additional FICA taxes that we will become obligated to pay as a
result of the taxable income that our employees will receive upon exercise of
these options. We will incur additional compensation expense for tax reporting
purposes, but not for financial reporting purposes, that will increase our
deferred tax asset by $ to reflect allowable tax deductions that will be
realized in the determination of our income tax liability. We expect to be able
to use this deferred tax asset to reduce our future income tax payments.
Although our provision for income taxes for financial reporting purposes will
not change, our actual cash payments will be reduced as we utilize our deferred
tax asset. As a result of the receipt of cash for the exercise of options and
the recognition of deferred tax asset, our stockholders' equity will increase to
$ . The exercise of these options will increase our fully diluted
weighted average shares outstanding by shares.

Market Risk

We are exposed to interest rate risk primarily through our portfolio of
cash equivalents and marketable securities, which is designed for safety of
principal and liquidity and consists primarily of Washington, D.C. municipal and
agency fixed income securities. This portfolio is subject to inherent interest
rate risk as investments mature and are re-invested at current market interest
rates. We currently do not use derivative financial instruments to adjust our
portfolio risk or income profile.

16
<PAGE>

BUSINESS

Overview

. best practices research studies,
. executive education seminars,
. customized research briefs and
. on-line access to the program's content database and other services.

For each of the last three years, our program renewal rate (defined as the
percentage of prior year's membership subscriptions renewed, adjusted to reflect
reductions in membership resulting from mergers and acquisitions of members)
equaled or exceeded 84%. More than 70% of the Fortune 500 companies are members
of the Corporate Executive Board.

We currently offer 13 discrete subscription programs, each focusing on a
single business constituency:

. human resources,
. corporate strategy,
. information technology,
. sales,
. finance,
. legal,
. marketing,
. employee retention,

17
<PAGE>

. retail banking,
. business banking,
. trust and private banking,
. insurance and
. bank operations.

Industry Background

Corporations today are experiencing greater competitive demands and facing
increasingly complex strategic and operational issues. The globalization of the
economy, the transformation from an industrial era to an information age, the
accelerating pace of technological change and the emergence of e-commerce are
dramatically altering the business environment. In response to these trends,
companies are exploring new business strategies as well as reevaluating the
performance of individual departments within their organizations in order to
maintain their competitive edge. The pace of change is driving a greater
interest in gaining access to leading management practices and solutions to
common business problems on a cross-industry basis.

Capitalizing on the growing demand for information on business and
management issues, the professional information services industry has
experienced significant growth over the past few years. Participants in the
industry have approached the market for business-focused information by offering
a variety of products and services, including market research, strategic
planning, implementation services and educational programs. Services also
differ by the level of engagement, with some offering project-driven or long-
term consulting contracts, and others providing continuous research publishing.
Within this broad industry, the management consulting segment and the training
and development segment have emerged as key segments, representing $53 billion
and $60 billion in 1998 revenues, respectively. Other entities, such as trade
associations, non-profit think-tanks and research and database companies, also
offer research, consulting and education services.

We offer a distinctive approach that combines many of the benefits of
general management consulting and training and development firms. Our research
and analysis covers the same major business issues generally addressed by
management consulting firms, such as issues concerning managing growth, reducing
costs, outsourcing and developing strategy. What makes our approach distinctive
is that we provide the same, standardized product to our entire membership at a
fraction of the cost of consulting services to each individual member. In
common with training and development firms, we offer education services both on-
site at member institutions and in large multi-company settings. Unlike
training and development firms, which typically invest only periodically in new
curriculum development, our curriculum is constantly updated by our best
practices research organization. Another distinguishing characteristic is the
seniority and breadth of our audience -- we brief executive and senior
management staff drawn from a broad range of industry sectors, business units
and

18
<PAGE>

departments. Because of our high quality research product, unique approach
to the market and network of leading companies, we believe that we offer our
customers a superior value proposition.

Business Strategy

Our goal is to research and analyze the most pertinent and timely strategic
and operational issues facing our membership, and to distribute the results of
this analysis to our membership in the most efficient, effective and helpful
manner. Our membership model allows us to draw upon a large and growing
universe of issues and solutions of relevance to today's leading corporations.
We actively engage our membership to help focus our research on the challenges
of the current business environment and to maintain and enhance our position as
the leading provider of best practices research and analysis.

. Maintain Membership-Based Model. We believe that our membership-based model
is key to our success. We continually strive to increase our ties to our
members. We encourage members to view us as their proprietary off-site
research facility. Our fixed-fee economic model promotes frequent use of
our products and services. We believe that member satisfaction grows as
members access more of our services, and that the growing roster of
satisfied members validates our business model and induces new members to
join the Corporate Executive Board.

. Focus on Best Practices Research. The focus of our work is on researching
best demonstrated business and management practices. Many large
corporations believe that there are research economies and other benefits
that can be realized by learning from the experiences of similar entities
facing common business problems. We believe that there will be a continuing
desire on the part of progressive corporations to access ever-evolving
solutions to these common business problems. We believe that our success to
date has uniquely positioned us as a leading source for identifying,
studying, evaluating and communicating these evolving solutions.

. Continue Research and Analysis Excellence. We believe that the quality of
our research and analysis has driven our success. We regularly interact
with senior executives at member institutions to identify the most
important strategic and operational issues for research and analysis.
Experienced program directors are responsible for assuring that our
research methodology is applied to all studies and that research quality is
maintained across all subscription programs. We are highly selective in our
hiring, recruiting only the top graduates of the leading universities and
graduate schools. Furthermore, we emphasize continual training of all
employees in key areas, including industry analysis, economics,
quantitative modeling, root-cause analysis and presentation skills.

. Build Membership Network. As our research programs grow in size and
influence, we are constantly expanding our network of executives at our
member companies. We believe that the growth of this network benefits
members by increasing the number of executives they can contact for
information, and by providing them with access to a broader range of
companies. We believe that these positive "network effects" further
strengthen our membership-based business model.

. Leverage Economic Model. We derive all of our revenues from annual fees for
our subscription programs. A large portion of our costs of delivering our
products and services in each subscription program are fixed and do not
vary with the number of subscribers. We expect to increase revenues and
improve program operating margins as we add new members to our subscription
programs.

Growth Strategy

We believe that demand for our services will continue to grow, as even the
most prestigious corporations recognize the need to improve their performance
and seek access to other companies' solutions to common corporate problems. Our
growth strategy centers on leveraging the formula that we have developed across
the past decade by cross-selling subscription programs to existing members,
adding new members and developing new subscription programs and research
products.

. Cross-Sell Additional Subscription Programs to Existing Members. On
average, members currently participate in 1.9 subscription programs. We
actively are cross-selling additional programs to our members and believe
that most members are potential participants in approximately five to six
of our

19
<PAGE>

current subscription programs, which are directed at corporate staff
positions maintained by most major companies. We believe that cross-selling
opportunities will increase as we develop new subscription programs.

. Add New Members. We have targeted more than 1,500 additional institutions
worldwide as potential new members, including corporations with revenues
greater than $500 million and financial institutions with assets in excess
of $1 billion. We are also exploring opportunities to expand our target
company universe to include smaller companies as well as large firms in
parts of the world, such as Asia, where we have not actively marketed our
services in the past.

. Develop New Subscription Programs. We currently offer subscription programs
covering 13 business constituencies. We have added four new subscription
programs during the past two years. We also have identified 25 additional
corporate constituencies we might target as we develop new research
programs. This list includes both opportunities to serve large corporate
functions we do not serve today, as well as new product extensions within
existing research programs, such as our new Employee Retention program
within the Human Resources constituency. These product extensions create
new revenue streams while taking advantage of our established areas of
expertise and member constituencies.

The Membership Network

Our membership-based model, in which all subscribers (or "members")
participate in our research and analysis, is central to our business strategy.
This model gives us access to the best business practices of our members and
enables us to provide comprehensive analysis on current business issues,
assessing the collective experiences and knowledge of our members on leading-
edge topics. By participating in the Corporate Executive Board, members can
learn about the best practices and access tools and frameworks of the most
progressive corporations in the world at a fraction of the cost of a customized
analysis performed by any of the major consulting firms. We do not believe that
in-house research and analysis departments at individual corporations could
obtain, at any price, similar information from other corporations about their
business practices. We believe that there is no other entity that enables
corporations to study a broad range of the business practices of hundreds of
other business enterprises for fixed annual subscription fees.

We regularly interact with senior executives at member institutions to
identify the most important strategic and operational issues for research and
analysis and continually strive to increase our ties to our members. Our
products and services are available exclusively to members. Our fixed-fee
economic model promotes frequent use of our products and services. We encourage
members to view us as their proprietary off-site research facility. We believe
that member satisfaction grows as members access more of our services, and that
the growing roster of satisfied members validates our business model and induces
new members to join the Corporate Executive Board.

More than 70% of Fortune 500 companies are members of the Corporate
Executive Board. At December 31, 1999, we had 1,480 members. Our membership
includes 26,000 executives at member companies in each sector who are registered
users of our Web sites. Selected members that are representative of our
membership base are identified in the following table:

<TABLE>
<CAPTION>
CHEMICALS CONSUMER PRODUCTS ENERGY
<S> <C> <C>
Bayer Corporation Anheuser-Busch Companies, Inc. BP Amoco PLC
The Dow Chemical Company British Airways PLC Enron Corporation
Eastman Chemical Company Cadbury Schweppes PLC Mobil Corporation
E.I. du Pont de Nemours & Co. The Coca-Cola Company PacifiCorp
Imperial Chemical Industries p.l.c. The Gillette Company Shell International Limited
Monsanto Company NIKE, Inc. Texaco Inc.
The Procter & Gamble Company TransCanada Pipelines Limited
Nabisco, Inc.
Unilever PLC
</TABLE>

20
<PAGE>

<TABLE>
<CAPTION>
FINANCIAL SERVICES INSURANCE MANUFACTURING
<S> <C> <C>
American Express Company Aetna Inc. ABB Asea Brown Boveri
Barclays Bank PLC The Allstate Corporation The Boeing Company
Charles Schwab & Co., Inc. CIGNA Corp. Ford Motor Company
The Chase Manhattan Corporation John Hancock Mutual Life Insurance General Electric Company
Citigroup Inc. Company Lockheed Martin Corporation
Deutsche Bank AG New York Life Insurance Company 3M
Fidelity Investment Co. The Prudential Insurance Company of Philips Electronics NV
Merrill Lynch and Co., Inc. America Siemens Corporation
State Farm Companies

MEDIA AND PUBLISHING RETAIL TECHNOLOGY/INTERNET

British Sky Broadcasting Group plc Best Buy Co., Inc. America Online Inc.
Comcast Corporation The Gap, Inc. Compaq Computer Corporation
Dow Jones & Company. Inc. The Home Depot, Inc. Dell Computer Corp.
The McGraw-Hill Companies The Limited, Inc. eBay Inc.
The New York Times Company L.L. Bean, Inc. Electronic Data Systems
The Thomson Corporation McDonald's Corporation Corporation
Time, Inc. Sears Roebuck and Co. Hewlett-Packard Company
The Washington Post Company Starbucks Coffee Company Intel Corporation
Lucent Technologies Inc.
Microsoft Corp.
Sony Corporation
Sun Microsystems, Inc.
Xerox Corporation
Yahoo! Inc.

TELECOMMUNICATIONS INSTITUTIONAL

AT&T Corporation Department of Commerce
Bell Atlantic Corporation Department of Treasury
Bell Canada Duke University
BellSouth Corporation Harvard University
British Telecommunications p.l.c. National Security Agency
GTE Corporation University of Virginia
MCIWorldCom
Nokia Group
US WEST Inc.
</TABLE>

Memberships are renewable annually. The following table sets forth
information with respect to members, subscriptions and renewals for the periods
shown:

<TABLE>
<CAPTION>
December 31,
----------------------
1997 1998 1999
------ ------ ------
<S> <C> <C> <C>
Subscription programs................................................. 7 10 12
Member institutions(1)(2)............................................. 1,151 1,333 1,480
Total membership subscriptions(2)..................................... 1,808 2,263 2,790
Average subscription programs per member(2)........................... 1.57 1.70 1.89
Program renewal rate(3)............................................... 85% 85% 84%
</TABLE>

_____________
(1) Our members are primarily domestic and multinational corporations and
secondarily large subsidiaries of corporations and non-profit institutions.
(2) This information includes our estimate of pending membership renewals and
an estimate of members who will discontinue their membership prior to their
annual renewal date in the subsequent year.
(3) For the year then ended. Program renewal rate is defined as the percentage
of memberships renewed, adjusted to reflect reductions in memberships
resulting from mergers and acquisitions of members.

21
<PAGE>

Products and Services

General

Our research products and services are renewable, membership-based
subscription programs that focus on identifying, analyzing and describing best
demonstrated management practices. In 1999, we published 44 best practices
research studies, delivered over 11,000 customized research briefs and provided
executive education services to 1,298 member corporations reaching 30,000
executive participants. In general, our research focuses primarily on
identifying best demonstrated management practices, and secondarily on
critiquing widely-followed but ineffective practices. Our staff of 243 analysts
and researchers conducted thousands of company interviews in 1999, focusing on a
large number of substantive areas, including e-business, compensation, employee
relations, training, finance, cost management, performance metrics, risk
management, marketing, sales, new product development and strategic alliances.
We believe that we add value by focusing the attention of senior management on
important issues and providing an unbiased, objective analysis of best practices
currently employed by the most successful corporations in the world for dealing
with those issues.

Our research programs offer a cost-effective, time-efficient opportunity
for senior executives to learn from the practices and experiences of other
corporations from around the world. Member institutions can participate in one
of our subscription programs for a fraction of the cost of proceeding
independently either through an internal research effort or through engaging a
management consulting firm.

Each subscription program is guided by a 12- to 18-month agenda. Each
subscription program has a research director who is responsible for applying our
research methodology to produce best practices studies and for maintaining
research quality across all subscription program services. Using fax and
electronic polls, steering sessions and one-on-one interviews, the subscription
program's director works closely with the membership of that program to identify
agenda topics of shared interest and to set the subscription program's research
priorities. Each subscription program is staffed by a dedicated team of
researchers, analysts and instructors who collectively research and write the
best practices studies, complete the customized research briefs and present the
findings to the program's membership.

22
<PAGE>

We currently offer the following 13 subscription programs, each targeting a
specific group of senior executives within a corporation's headquarters or
divisions:

<TABLE>
<CAPTION>
Subscription Year
Program Name Introduced Constituency Membership Base
- ------------ ---------- ------------ ---------------

<S> <C> <C> <C>
Council on Financial 1983 Retail banking: executives in line Commercial banks,
Competition management, marketing and brand consumer credit
management lenders

Business Banking Board 1986 Business banking: executive vice Commercial banks
presidents of commercial banking and nonbank lenders

The VIP Forum 1989 Trust and private banking: executives Brokerage houses,
in marketing and line management commercial, trust
and private banks,
mutual fund
companies

Insurance Advisory Board 1991 Insurance: senior marketing executives Insurance providers

Operations Council 1992 Bank operations: senior vice Commercial banks
presidents of bank operations

Corporate Leadership Council 1993 Human resources: senior human Corporations across
resources executives all industries

Corporate Strategy Board 1996 Corporate strategy: senior corporate Corporations across
strategists all industries

Working Council for Chief 1997 Information technology: chief Corporations across
Information Officers information officers all industries

Sales Executive Council 1997 Sales: senior sales executives Corporations across
all industries

Working Council for Chief 1998 Finance: chief financial officers Corporations across
Financial Officers all industries

General Counsel Roundtable 1999 Legal: general counsels Corporations across
all industries

Marketing Leadership Council 1999 Marketing: chief marketing officers Corporations across
all industries

Forum for Workforce 2000 Employee retention: senior human Corporations across
Engagement resources executives and line managers all industries
</TABLE>

Our subscription programs provide members an integrated set of products and
services for a single annual fee. Each program provides its members with a
combination of:

. best practices research studies,

. executive education services,

23
<PAGE>

. customized research briefs, and

. on-line access to the program's proprietary research database and survey
and benchmarking data.

A description of each service follows.

Best Practices Research Studies

Each subscription program generally publishes two to five best practices
research studies annually, each addressing a specific corporate issue or problem
identified in the research agenda. We design each best practices study to
present the conclusions and supporting best practices in a graphical format,
enabling the intended audience quickly to assimilate the 50 to 200 pages of
research content. We create each report using our structured research
methodology: topic selection, root cause analysis, secondary research, primary
interviewing, analysis of findings and report writing. Each program director
can call upon the support of the Chief Research Officer and his staff to provide
assistance in framing arguments, screening best practices, developing on-line
deliverables and editing studies and their derivative executive education
curriculum content.

In the course of researching a best practices study topic, the research
team typically will review thousands of pages of business and academic
literature to ground their understanding of the issues. They then will initiate
the research process to identify and evaluate specific business processes,
strategies and management practices, typically conducting hundreds of in-depth
interviews with corporations, industry experts, management consultants and
academic leaders. During the course of its research, a team generally analyzes
and evaluates dozens of specific management practices in an attempt to isolate
the five to 15 most important practices worthy of potential implementation by
members, separating out demonstrated and proven business practices and disposing
of those concepts, whether popular or conventional, that largely have failed.

The following table lists selected agenda topics for each of our 12
subscription programs as of year end 1999. We chose these topics because we
believe them to be representative of the agenda topics for our subscription
programs:

<TABLE>
<CAPTION>
Program Name Representative Best Practices Report Titles
- ------------ -------------------------------------------
<S> <C> <C>
Council on Financial Competition Present at the Creation: Redefining Traveling by Daylight: Using Profitability
Competitive Advantage Through Data-Driven Information to Guide the Retail Financial
Marketing and Management Institution

Business Banking Board Escaping the Commodity Trap: Strategies for The Chosen Few: Focusing the Enterprise on
Competing in an Economically Rational Market Strategic Customers

The VIP Forum The "Newly Wealthy": Cultivating and Serving Beyond Customer Satisfaction: A
Wealthy Customers Quantitative Analysis of Satisfaction in the
Affluent Market

Insurance Advisory Board Essential Growth: Strategies for Identifying The New Gold Standard: Restoring
New Insurer Growth Opportunities Profitability Through Customer Value
Management

Operations Council Retail Teleservicing: Achieving Operational Competing Against Scale: Best Practices in
Excellence in Financial Services Call Centers ACH Processing

Corporate Leadership Council Forced Outside: Leadership Talent Sourcing The Employment Brand: Building Competitive
and Retention Advantage in the Labor Market
</TABLE>

24
<PAGE>

<TABLE>
<S> <C> <C>
Corporate Strategy Board Strategic Challenges in the New Economy: Stall Points: Barriers to Growth for the
Twelve Driving Forces Large Corporate Enterprise

Working Council for Chief Great Leap Forward: Launching E-Business at Creating Business Advantage: Models for
Information Officers the Large Corporation Partnering with the Line

Sales Executive Council Restoring the Balance of Power: Profiting Perfecting the Sales Channel: Economics and
from Strategic Customer Relationships Impact of the New Electronic Marketplace

Working Council for Chief Financial Motivating and Rewarding Growth: Finance's The Agile Enterprise: Frontier Practices
Officers Role in Supporting Growth for Long-Term Value Creation

General Counsel Roundtable A New Horizon: Implications of the New Innovative Career Pathing: Overcoming the
Economy for the General Counsel Limits of Flat Organizational Structures

Marketing Leadership Council Marketing in the Internet Era: Leading Managing the Brand Portfolio: Diagnosing
Practices for the "Extended" Marketing Brand Portfolio Health
Organization
</TABLE>

Executive Education

We provide our executive education curriculum, which is based on our
proprietary best practices research, to member companies worldwide. We deliver
executive education services through two primary channels -- general membership
meetings and, in some programs, tailored on-site seminars. Our executive
education provides lively, interactive forums for reinforcing our textual best
practices research studies.

In 1999, we delivered executive education services to 1,298 member
companies, reaching 30,000 executive participants. Each subscription program
hosts a series of general membership meetings, where we present the most
important research findings from the annual agenda to groups of ten to 200
members. In 1999, we hosted 79 member meetings in North America, Europe and
Australia/Asia.

As an example, the following table sets forth the general membership
meetings hosted in 1999 by the Corporate Leadership Council, our human resources
subscription program, which has the largest membership base of any of our
subscription programs. The Corporate Leadership Council was selected because we
believe that the meetings hosted by this subscription program are representative
of the meetings hosted by our subscription programs. Each subscription program
hosts similar general membership meetings.

<TABLE>
<CAPTION>
Meeting Date Meeting Location Target Audience
- ------------ ---------------- ---------------
<S> <C> <C>
January 8 San Francisco, CA HR Staff & Line Managers
January 25-26 Washington, D.C. HR Staff & Line Managers
February 8-9 Sydney, Australia HR Executives
February 10 Sydney, Australia HR Staff & Line Managers
May 10-11 Washington, D.C. HR Executives
September 9-10 Washington, D.C. HR Executives
September 23-24 Washington, D.C. HR Executives
October 4-5 Washington, D.C. HR Executives
October 12-13 Palo Alto, CA HR Executives
October 15 Atlanta, GA HR Staff & Line Managers
October 20 Chicago, IL HR Staff & Line Managers
October 25 New York, NY HR Staff & Line Managers
October 28-29 Washington, D.C. HR Executives
November 1-2 London, England HR Executives
November 3 London, England HR Staff & Line Managers
November 15 Toronto, Canada HR Staff & Line Managers
December 1-2 Washington, D.C. HR Executives
</TABLE>

25
<PAGE>

<TABLE>
<S> <C> <C>
December 6-7 Washington, D.C. HR Executives
</TABLE>

Certain subscription programs also provide on-site executive education
seminars as part of their membership services. Once a year, those members
entitled to an on-site seminar can schedule a Corporate Executive Board faculty
member to travel to their corporation to deliver an executive education module,
typically a one- to three-hour lecture, case study or facilitated working group
discussion, of the member's choice. In 1999, we conducted 1,148 on-site
seminars at member corporations.

We deploy a staff of 19 full-time and part-time faculty who conduct the on-
site education seminars. We update our library of executive education modules
throughout the year as we translate new best practices research into executive
education content.

As an example, the following table sets forth current executive education
modules available for on-site seminars to members of the Corporate Leadership
Council. We selected the Corporate Leadership Council because we believe that
the executive education modules offered by this subscription program are
representative of the executive education modules offered by those subscription
programs that offer on-site education.

<TABLE>
<CAPTION>
Module Target Audience
- ------ ---------------
<S> <C>
Role of Human Resources in the New Corporate Headquarters HR Management Teams
Strategic Implications of the New Economy HR Management Teams
Transforming the HR Function HR Executives
Revolutionizing Transactional Service Delivery HR Executives
Roles and Priorities in the New Economy HR Management Teams
Accelerating the Development of Rising Leaders HR Executives, Executive Development and
Succession Planning Teams
Leadership Talent Sourcing and Retention HR Management Teams, Recruiting and Staffing
Teams
</TABLE>

Research Briefs

Members of most subscription programs may assign short-answer, customized
research requests. Individual briefs may take the form of a literature search,
vendor profile, data retrieval or original primary and secondary research,
depending upon the need of the requesting member. In 1999, we completed over
11,000 customized assignments.

Once initiated, each customized research effort takes several days
(approximately eight days on average) to complete, depending on the depth of the
information request, the type of research product desired and the time
requirements of the member. Researchers typically begin their inquiry with a
review of our proprietary research archives and then conduct a broad literature
search to identify relevant background material and practices.

In addition, certain subscription programs produce a series of short
research briefs (20-50 pages) that address issues of critical interest to the
membership. Projects are generated through an ongoing dialogue between members
and research managers and are executed over the year by the research staff.

Written research briefs generally contain five case studies or profiles of
interviewed institutions, highlighting significant trends, successful practices
and comparative responses to a range of questions. After we have completed and
delivered the written brief to the requesting member, we make the best of these
briefs accessible to other members through proprietary databases. Members are
able to search, select, view and print research briefs directly from the
subscription program database at no additional charge.

26
<PAGE>

We believe that the research service of our subscription programs builds
our proprietary databases, serves as an excellent marketing tool for attracting
new members and encourages members to view us as a reliable and effective
resource for primary research.

The following table sets forth sample report topics of customized research
briefs that we have undertaken in the recent past:

Sales Executive Council

. Team-Based Selling
. Developing Electronic Commerce Channels
. Intermediary Management
. Customer Mix Management
. Sales Force Integration with New Product Launches

Working Council For Chief Information Officers

. SAP Implementation Contracting
. Digital Asset Management
. Knowledge Management Intranets
. The Role of the Project Office: Embedding Project Management Discipline
. Global IT Organization

Corporate Strategy Board

. Advertising and Sponsorship on the Web
. Best Practices in M&A Execution
. Asia Pacific Region Business Climate
. Assessing Risk Dimensions of New Market Opportunities
. Centralized Sourcing of Consultants

Corporate Leadership Council

. Best Practice in Call Center Operations
. Creating a Customer Service Culture
. Diversity Initiatives at Financial Services Institutions
. Developing a Corporate University or Learning Center
. Gainsharing Programs for Hourly Employees

Operations Council

. Policy & Procedure Dissemination Tactics
. Lockbox Transmission Details
. ATM Support Services
. Automated Investment Accounting Systems
. Practices for Handling Peak Check Volumes

Insurance Advisory Board

. Channel Management and Direct Insurance Distribution
. New Business Processing & Post-Sale Support for Intermediaries
. Group Life & Health Renewal Process
. No-Load and Low-Load Whole Life Insurance Products
. Group Disability Insurance Marketing

27
<PAGE>

Business Banking Board

. ACH Credit Lines
. Acquiring and Retaining Small Business Accounts
. Asset Securitization for Middle Market Customers
. Turnkey 401(k) Products for Small Businesses
. Benchmarking the Commercial Credit Underwriting and Approval Process

The VIP Forum

. Asset Management Organizational Structures & Compensation Practices
. Australian Private Banking Overview
. Niche Segmentation Strategy Implementation
. Personal Banking Programs
. Centralized Credit Underwriting for Private Banking Departments

Council On Financial Competition

. The Global Account Market
. Customer Privacy
. Branch Site Selection Procedures in Spanish Speaking Countries
. Customer Referral Programs
. Branding Issues Associated with Bank Mergers and Acquisitions

On-Line Proprietary Databases

Each subscription program maintains a proprietary database of best
practices and, in some cases, quantitative survey data accessible only to
members of the subscription program. We continually update our growing
proprietary databases with new corporate practices, quantitative performance
data and related information supplied by other members and derived by our
researchers. We include all information and graphics generated in best
practices research studies and customized research briefs in the databases and
make them accessible to member executives and our staff.

Our proprietary databases currently include 305 best practices research
studies and 30,000 customized research briefs containing over 120,000 profiles
of corporate practices.

Since 1996, we have been offering our members internet access to research
content and other services through password-protected sites. We believe that
the internet provides a convenient means for members to commission customized
research briefs, browse and download the electronic library of research studies
and graphics, review executive education modules and meeting schedules and
communicate with our staff and other members.

Pricing

We sell memberships in the Corporate Executive Board subscription programs
as renewable one-year agreements. Agreements generally are paid in full within
three months of the start of the subscription period. At December 31, 1999, the
average price for a subscription program was approximately $28,900. The actual
price varies by size of member and by subscription program, and may be lower for
charter subscribers to new subscription programs. By spreading our costs across
a broad membership and offering a largely standardized research product, we are
able to charge fees that are a small fraction of the typical engagement fees of
specialized research or consulting firms.

We offer an unconditional service guarantee to our members. At any time, a
member may demand a pro rata refund of its subscription fee for a program. In
1999, members requested refunds for nine subscriptions out of over 2,200.

28
<PAGE>

Sales and Marketing

We market an integrated set of services, consisting of best practices
research studies, executive education, customized research briefs and on-line
access to our proprietary databases, for a fixed fee per subscription program.
We believe that this marketing strategy highlights the value to members of our
range of services and emphasizes the membership nature of our business model,
actively engaging the membership and reinforcing members' commitment to the
Corporate Executive Board.

At December 31, 1999, our sales force consisted of 42 new business
development representatives who are responsible for selling new memberships to
assigned geographic market segments in the United States and abroad, as well as
39 member services representatives who are responsible for servicing and
renewing existing memberships. We have invested extensively in the expansion of
our direct sales force in order to continue the growth of our member base. Our
sales and member services staff is based at our headquarters in Washington, D.C.
We maintain an additional sales and member services office in London, England.

The separation of responsibility for new membership sales and membership
renewal reflects the varying difficulty and cost of the respective functions.
New business development representatives are compensated with a base salary and
variable, goal-based incentive bonuses and travel on average 60% of the time,
conducting face-to-face meetings with senior executives at prospective member
institutions. Member services representatives assume more of an in-house
coordinating role, conducting most of their responsibilities over the telephone.

Although we actively market our subscription programs throughout the year,
historically over 50% of all renewals have taken place in the fourth quarter of
the year.

Competition

We currently have few direct competitors, and those that do exist generally
compete only against a single subscription program. We compete indirectly
against other professional information services providers, including management
consulting firms, training and development companies, non-profit think-tanks and
research and database companies. We are not aware of any other entity that
enables corporations to study as broad a range of the best corporate management
practices for fixed annual subscription fees.

We believe that the principal competitive factors in our market include
quality and timeliness of research and analysis, reliable delivery, depth and
quality of the membership, ability to meet changing customer needs, superior
service and affordably-priced products. We believe we compete favorably with
respect to each of these factors.

The Advisory Board Company provides products and services to the health
care industry that are similar to the types of products and services that we
generally provide. We have entered into a noncompetition agreement with The
Advisory Board Company and David Bradley, its principal stockholder. The
noncompetition agreement generally prohibits us from competing with The Advisory
Board Company with respect to health care clients and issues and prohibits The
Advisory Board Company and Mr. Bradley from competing with us with respect to
non-health care clients and issues, other than products and services relating to
advertising, magazines and newspapers, and government relations and lobbying
activities. The agreement extends through December 31, 2003. See "Certain
Relationships and Transactions -- Noncompetition Agreement."

Employees

At December 31, 1999, we employed 509 persons. Of these employees, 485
were located at our headquarters in Washington, D.C. and 24 were located at our
facilities in London, England. None of our employees is represented by a
collective bargaining arrangement. We believe that our relations with our
employees are favorable.

29
<PAGE>

We believe strongly in a culture of meritocracy, rewarding key contributors
with opportunities for rapid professional growth and advancement as well as
competitive compensation. Training is a critical job component for all of our
employees, including industry analysis, economics, quantitative modeling, root-
cause analysis and presentation skills.

Facilities

Our headquarters currently are located in approximately 90,000 square feet
of office space in Washington, D.C. The facility accommodates research,
marketing and sales, information technology, administration, graphic services
and operations personnel. We believe that our existing and planned facilities
will be adequate for our current needs and that additional facilities are
available for lease to meet future needs.

30
<PAGE>

MANAGEMENT

Directors and Executive Officers

The following table sets forth the names, ages and positions with the
Corporate Executive Board of the persons who serve as our directors and
executive officers:

<TABLE>
<CAPTION>
Directors and Executive Officers Age Position
- -------------------------------- --- --------
<S> <C> <C>
Jeffrey D. Zients 33 Chairman of the Board
James J. McGonigle 36 Chief Executive Officer and Director
Michael A. D'Amato 46 Director
Harold L. Siebert 54 Director
Robert C. Hall 68 Director
David W. Kenny 38 Director
Stephen G. Pagliuca 45 Director
Clay M. Whitson 42 Chief Financial Officer and Secretary
Sally Chang 35 General Manager, Sales and Marketing
Derek C. M. van Bever 42 Chief Research Officer
Paul C. Amoruso 34 Executive Director, Research, Information
Technology and Sales Practices
</TABLE>

Jeffrey D. Zients has been a director since July 1998, and became Chairman
of the Board in January 2000. From the spin-off in October 1997 until July 1998,
Mr. Zients was our Executive Vice President. He also has served as the Chief
Operating Officer of DGB Enterprises, Inc. since the spin-off. From 1992, Mr.
Zients held various positions with The Advisory Board Company, most recently
serving as its Chief Operating Officer from 1996 until July 1998 and Chief
Executive Officer since July 1998. Prior to 1992, Mr. Zients was employed at
Mercer Management Consulting and Bain and Company. Mr. Zients received a B.S.
from Duke University.

James J. McGonigle has been our Chief Executive Officer and a director
since July 1998. Mr. McGonigle is also the Chairman of our Management Operating
Committee. From the spin-off until July 1998, Mr. McGonigle was our General
Manager, and from 1995 until the spin-off, he was the General Manager of the
corporate division of The Advisory Board Company with responsibility for
managing the business assumed by us in the spin-off. From 1990 to 1995, Mr.
McGonigle was a consultant in the Financial Institutions Group at McKinsey &
Company. Mr. McGonigle received a B.A. from the Woodrow Wilson School at
Princeton University and a J.D. from Harvard Law School.

Michael A. D'Amato has been a director since July 1998. From July 1998
until February 1999, Mr. D'Amato served as our Executive Vice President--Finance
and our Secretary. From the date of the spin-off until November 1998, Mr.
D'Amato served as our Chief Financial Officer. Since the spin-off, Mr. D'Amato
also has served as the Executive Vice President of The Advisory Board Company
and the Chief Financial Officer of DGB Enterprises, Inc. From 1996 until July
1998, he was the Chief Financial Officer of The Advisory Board Company. From
1995 to 1996, Mr. D'Amato served as the Special Advisor to the Chairman of The
Advisory Board Company. From 1982 until 1995, Mr. D'Amato was a partner with
Bain and Company. Mr. D'Amato received a B.S. from Massachusetts Institute of
Technology and an M.B.A. from Harvard University. Mr. D'Amato also serves on the
Board of Directors of Wesley Jessen Visioncare, Inc., a publicly held contact
lens company.

Harold L. Siebert has been a director since July 1998, and served as the
Chairman of the Board from July 1998 until January 2000. From 1996 through July
1998, Mr. Siebert served as Chief Executive Officer and Chairman of Inforum
Inc., a company providing marketing and planning systems for healthcare clients,
and as Executive Vice President of Medstat/Thomson, a healthcare information
company. From 1995 until 1996, Mr. Siebert served as Bureau Chief of TennCare,
the State of Tennessee's Medicaid managed care program. From 1993 until 1995,
Mr. Siebert was a consultant to Medstat/Thomson. In 1988, Mr. Siebert founded
Inforum, Inc. and served as its President and Chief Executive Officer from 1988
through 1993. Prior to 1988, he

31
<PAGE>

held various senior-level positions at HBO & Co. and Baxter International. Mr.
Siebert received his B.S. from Miami University in Oxford, Ohio.

Robert C. Hall has been a director since February 1999. From 1995 to
January 1999, Mr. Hall served as the Vice President of The Thomson Corporation,
a publicly held information publishing company. From 1990 to 1995, Mr. Hall was
the Chief Executive Officer of Thomson Information and Publishing Group, a
division of The Thomson Corporation involved in professional information and
publishing. From 1985 to 1990, Mr. Hall was the President of Thomson Financial
Services Group, another publishing division of The Thomson Corporation. Mr. Hall
serves on the Board of Directors of Advanta Corporation, a publicly held
financial services company, and Advanta Partners Company, a venture capital
firm. Mr. Hall received a B.S. from Iowa State University.

David W. Kenny has been a director since February 1999. Since 1997, Mr.
Kenny has been the Chief Executive Officer of Digitas, Inc. (formerly Bronner
Slosberg Humphrey), an internet professional services company. From 1987 to
1997, Mr. Kenny was a partner at Bain and Company, a management consulting firm.
Mr. Kenny serves on the Board of Directors of the Harvard Business School
Publishing Corporation, a publishing company. Mr. Kenny received a B.S. from
General Motors Institute and an M.B.A. from Harvard University.

Stephen G. Pagliuca has been a director since February 1999. Mr. Pagliuca
founded Information Partners for Bain Capital in 1989 and is currently a
Managing Director of Bain Capital, Inc., a private equity investment firm, which
he joined in 1989. Prior to becoming a Managing Director at Bain Capital, he was
a partner at Bain and Company, a management consulting firm. Mr. Pagliuca serves
on the Board of Directors of Wesley Jessen Visioncare, Inc., a publicly held
contact lens company; Dade Behring Inc., a supplier of in vitro diagnostics
products and services; Epoch Senior Living, assisted living facilities; and the
Gartner Group, a publicly held information publishing company. Mr. Pagliuca
received a B.A. from Duke University and an M.B.A. from Harvard University.

Clay M. Whitson has been our Chief Financial Officer since November 1998
and our Secretary since February 1999. Mr. Whitson is also a member of our
Management Operating Committee. From 1996 through October 1998, Mr. Whitson
served as the Chief Financial Officer and Treasurer of PMT Services, Inc., a
publicly held credit card processing company. From 1990 to 1996, Mr. Whitson
served as the Chief Financial Officer of the Gemala Group, a diversified
conglomerate based in Indonesia. Prior to joining the Gemala Group in 1990, Mr.
Whitson was a director in the Mergers and Acquisitions Department of The Chase
Manhattan Bank, NA. Mr. Whitson received a B.A. from Southern Methodist
University and an M.B.A. from the University of Virginia.

Sally Chang has been our General Manager, Sales and Marketing, since June
1998. Ms. Chang is also a member of our Management Operating Committee. From
1992 until joining us, she served in various management capacities with The
Advisory Board Company, including as General Manager, Health Care Member
Services; General Manager, Health Care Research; and an Executive Director,
Research. Prior to 1992, Ms. Chang worked in the corporate planning department
of Fuji Xerox in Tokyo, as a general management consultant with Touche Ross, and
in the merger and acquisitions group of Drexel Burnham Lambert. Ms. Chang
received an A.B. from Harvard University, an M.A. from the University of
Pennsylvania and an M.B.A. from the Wharton School of Business at the University
of Pennsylvania.

Derek C. M. van Bever has been our Chief Research Officer since the spin-
off. Mr. van Bever is also a member of our Management Operating Committee. From
1995 through the date of the spin-off, he served as the Chief Research Officer
of the business assumed by us in the spin-off. Prior to that, he served in
various management capacities with The Advisory Board Company, which he joined
in 1981. Mr. van Bever received a B.A. and an M.A. from the University of
Delaware and an M.B.A. from Harvard University.

Paul C. Amoruso has been an Executive Director, Research, since the spin-
off, focusing on the information technology and sales practices. Mr. Amoruso is
also a member of our Management Operating Committee. Prior to the spin-off, Mr.
Amoruso worked in various capacities with The Advisory Board Company, which he
joined in 1994. From 1993 to 1994, he was owner and President of Daedalus
Partners, a consulting firm and broker-dealer serving early-stage corporations.
Mr. Amoruso received a B.A. from Wesleyan University and an M.B.A. from the
Wharton School of Business at the University of Pennsylvania.

32
<PAGE>

Management Operating Committee

Our Management Operating Committee consists of members of our senior
management. This committee meets approximately every two weeks and establishes
the guidelines for, and manages, our general operations. Our Management
Operating Committee is not a committee of the Board of Directors.

________________________

All directors are elected annually and serve until the next annual meeting
of stockholders or until the election and qualification of their successors. The
Board of Directors elects our executive officers and these officers serve at the
discretion of the Board. Except for Sally Chang and Paul C. Amoruso who are
married, there are no family relationships among our directors and executive
officers.

Committees of the Board of Directors

Audit Committee

The members of our audit committee are Messrs. Hall, Kenny and Pagliuca.
The Audit Committee, among other things: makes recommendations to the Board of
Directors concerning the engagement of independent public accountants; monitors
and reviews the quality and activities of our independent accountants; and
monitors the adequacy of our operating and internal controls as reported by
management and the independent auditors.

Compensation Committee

The members of our compensation committee are Messrs. Hall, Kenny and
Pagliuca. The Compensation Committee, among other things, reviews salaries,
benefits and other compensation, including stock-based compensation under the
Incentive Plan, the 1999 Plan and the Directors Plan, of directors, officers and
other key employees and makes recommendations to the Board of Directors.

Director Compensation

The Board of Directors or, to the extent authorized by the Board, the
Compensation Committee, sets directors' compensation under the Directors Plan
and such other arrangements as the Compensation Committee determines to be
appropriate. Each director who is not an employee, upon election as a non-
employee director, receives a one-time grant of options to purchase 36,120
shares of common stock. Non-employee directors also receive an annual grant of
options to purchase 5,000 shares of common stock and a $20,000 annual retainer.
Under the Directors Plan, the Board of Directors or the Compensation Committee
may provide for stock options or stock grants to be awarded to directors and has
the discretion to establish the terms, provisions and conditions of such awards,
except that options may not be granted with an exercise price less than the fair
market value of the common stock at the time such options are granted.
Currently, 180,600 shares are subject to options previously granted under the
Directors Plan. Directors who are employees do not receive any additional
compensation for their service as directors. We reimburse each director for
reasonable out-of-pocket expenses for attending Board of Directors meetings.

33
<PAGE>
Executive Compensation

The following table presents certain information concerning compensation
earned for services rendered for 1998 and 1999 by certain executive officers
whose annual salary and bonus during fiscal year 1999 exceeded $100,000 (the
"Named Officers"):

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Annual Compensation Number of All Other
-------------------
Name and Principal Positions Year Salary Bonus(1) Options Compensation(2)
---------------------------- ---- -------- -------- --------- ---------------
<S> <C> <C> <C> <C> <C>
James J. McGonigle(3)........................... 1999 $440,000 -- 61,000 --
Chief Executive Officer 1998 413,849 $100,000(4) -- --
Derek C. M. van Bever........................... 1999 400,000 -- 17,500 $850,000
Chief Research Officer 1998 394,231 100,000(4) -- 850,000
Paul C. Amoruso................................. 1999 337,212 -- 42,500 --
Executive Director, Research, 1998 308,558 118,750(4) -- --
Information Technology and Sales
Practices
Sally Chang(5).................................. 1999 325,000 -- 17,500 --
General Manager, Sales and 1998 175,961 100,000(4) 240,800 --
Marketing
Clay M. Whitson(6).............................. 1999 250,000 -- -- --
Chief Financial Officer 1998 31,730 100,000(7) 172,000 --
</TABLE>

__________
(1) We generally do not pay bonuses to our executive officers. However, from
time to time we have paid discretionary bonuses under certain special
circumstances. Performance bonuses are pro-rated over the related
employment period.
(2) Reflects $850,000 for Mr. van Bever in each of 1999 and 1998 in connection
with the repurchase of certain options of The Advisory Board Company prior
to the time of the spin-off.
(3) Mr. McGonigle was named our Chief Executive Officer in July 1998. Prior to
July 1998, we did not have a Chief Executive Officer.
(4) Includes a special bonus paid in connection with our initial public
offering: $40,000 paid by us in cash and $60,000 paid in shares of common
stock (valued at the initial public offering price) by our principal
stockholder.
(5) Ms. Chang joined us as General Manager, Sales and Marketing, in June 1998.
(6) Mr. Whitson joined us as Chief Financial Officer in November 1998.
(7) Reflects a signing bonus of $100,000 paid to Mr. Whitson upon the
commencement of his employment.

The following table sets forth certain information concerning grants of
stock options to each of the Named Officers during 1999:

<TABLE>
<CAPTION>
Stock Option Grants in 1999

Individual Grants(1)
------------------------------------------------------------------------
Potential Realizable
% of Total Market Value at Assumed
Number of Options Price on Annual Rates of
Shares Granted to Exercise Date Stock Price
Underlying Employees in Price of Expiration Appreciation
Name Option Grants Fiscal Year (per share) Grant Date for Option Term
- ---- ------------- ----------- ----------- -------- ----------------- ---------------------
5% 10%
--------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
James J. McGonigle................ 61,000 8.2% $19.00 $19.00 February 22, 2009 $728,889 $1,847,148
Derek C. M. van Bever............. 17,500 2.3 19.00 19.00 February 22, 2009 209,107 529,919
Paul C. Amoruso................... 17,500 2.3 19.00 19.00 February 20, 2009 209,107 529,919
25,000 3.4 27.06 27.06 May 17, 2009 425,447 1,078,167
Sally Chang....................... 17,500 2.3 19.00 19.00 February 22, 2009 209,107 529,919
Clay M. Whitson................... -- -- -- -- -- -- --
</TABLE>

__________
(1) Options granted under the 1999 Plan generally become exercisable 25% per
year beginning one year after the date of grant.

34
<PAGE>
The following table sets forth certain information concerning stock options
held by each of the Named Officers during 1999:

Aggregated Option Exercises in 1999
and Year-End Option Values

<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at Fiscal Year-End at Fiscal Year-End(1)
Acquired Value -------------------------- --------------------------
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James J. McGonigle(2)................... -- $ -- -- 551,200 $ -- $29,497,142
Derek C. M. van Bever................... -- -- -- 198,100 -- 10,369,720
Paul C. Amoruso......................... -- -- -- 197,300 -- 9,925,354
Sally Chang............................. -- -- -- 258,300 -- 12,419,229
Clay M. Whitson......................... -- -- -- 172,000 -- 7,161,220
</TABLE>

__________
(1) Based on the closing price of our common stock on December 31, 1999 of
$55.875 per share.
(2) Mr. McGonigle's stock option agreement with respect to 490,200 options
provides that the number of shares of common stock issuable pursuant to
those options will be increased if the number of shares of common stock
outstanding on a fully diluted basis exceeds 18,920,000 shares, and again
if the number of shares of common stock outstanding on a fully diluted
basis exceeds 20,640,000 shares. The amount of the increase on each
occasion will be 10% of the sum of the number of shares that remain
issuable pursuant to those options at the time and the number of shares
that were issued to him upon the exercise of those options that he
continues to hold at the time. The exercise price per each additional share
on each such date will be the fair market value of a share of common stock
on each such date.

We anticipate that we will grant options to our key employees in 2000 in
amounts that will be consistent with prior year grants.

Employment Agreements

We have entered into an employment agreement with Mr. McGonigle which
continues in effect until he resigns or we terminate his employment. Under the
terms of the employment agreement, he receives an annual salary of $440,000,
which is subject to periodic increases in our discretion. His employment
agreement requires him to devote his efforts and abilities to us on a full-time
basis and provides that, in addition to salary, he is entitled to certain fringe
benefits, including participation in our 401(k) plan, the reimbursement of
business-related expenses, disability insurance coverage and reimbursement of
fees and expenses incurred in connection with participation in community and
business related organizations. His employment agreement also provides that he
will receive an amount equal to 125% of one year's base salary and that all the
options granted to him will vest and become exercisable immediately if we
terminate his employment without cause.

Contemporaneously with the execution of his employment agreement, Mr.
McGonigle executed a noncompetition agreement pursuant to which, among other
things, he agreed not to compete with us for a period of up to three years after
termination of his employment if he voluntarily resigns or if we terminate his
employment for cause. In addition, if we terminate his employment without cause,
he will not compete with us for one year and we may require him not to compete
with us for up to two additional years if we pay him 125% of his base salary at
the time of termination for each additional one-year period of noncompetition.
Mr. McGonigle also agreed not to disclose any of our confidential or proprietary
information during the course of his employment or after termination of his
employment for any reason and not to solicit our employees to leave for a period
of three years after the termination of his employment.

We have entered into an employment agreement with Mr. Whitson which
continues in effect until he resigns or we terminate his employment. Under the
terms of the employment agreement, he receives an annual salary of $250,000,
which is subject to periodic increases in our discretion. Mr. Whitson also
received a bonus of $100,000 when he entered into his employment agreement, and
we granted him options to purchase 172,000 shares of common stock at a purchase
price of $14.24 per share at that time. His employment agreement requires him to
devote his efforts and abilities to us on a full-time basis and provides that,
in addition to salary, he is entitled to certain fringe benefits, including
participation in our 401(k) plan and the reimbursement of business-related
expenses, disability insurance coverage and reimbursement of fees and expenses
incurred in connection with participation in community and business related
organizations. His employment agreement also provides that he will receive an
amount equal to one year's base salary and that all the options granted to him
will vest and become exercisable immediately if we terminate his employment
without cause.

Contemporaneously with the execution of his employment agreement, Mr.
Whitson executed a noncompetition agreement pursuant to which, among other
things, he agreed not to compete with us for one year after termination of
employment, or for a period of up to three years after termination of his
employment if he voluntarily resigns or if we terminate his employment for
cause. In addition, if we terminate his employment

35
<PAGE>

without cause or if he resigns with good reason, we may require him not to
compete with us for up to two additional years if we pay him 100% of his base
salary at the time of termination for each additional one-year period of
noncompetition. Mr. Whitson also agreed not to disclose any of our confidential
or proprietary information during the course of his employment or after
termination of his employment for any reason and not to solicit our employees to
leave for a period of three years after the termination of his employment.

There are no other employment agreements in effect with respect to any of
our directors or executive officers. All executive officers enter into
noncompetition, nonsolicitation and confidentiality agreements with us.

Stock Plans and Agreements

The Corporate Executive Board Company Stock-Based Incentive Compensation
Plan (the "1997 Incentive Plan")

On October 31, 1997, the Board of Directors adopted the 1997 Incentive
Plan. This plan is designed to provide only for the grant of stock options that
do not qualify as incentive stock options under Section 422 of the Code.

We may not issue more than 5,504,000 shares of common stock pursuant to all
options granted under the 1997 Incentive Plan. As of December 31, 1999,
approximately 4,273,320 shares had been issued under or were subject to 1997
Incentive Plan options.

Generally, 1997 Incentive Plan options become exercisable 50% on February
22, 2000, 30% on February 22, 2001 and 20% on February 22, 2002 and expire on
April 30, 2003. Options granted to certain former executives and directors to
purchase an aggregate of 315,000 shares of common stock expire later, extending
to March 31, 2009. The number of shares subject to outstanding 1997 Incentive
Plan options or reserved for issuance under the 1997 Incentive Plan is subject
to anti-dilution provisions for reorganizations, recapitalizations, stock
splits, reverse stock splits, stock dividends and similar events. After granting
options with respect to shares available for issuance under the 1997 Incentive
Plan, the Board of Directors does not intend to make any additional grants under
this plan.

The purpose of the 1997 Incentive Plan is to provide participants with an
increased economic and proprietary interest in us in order to encourage them to
contribute to our success and progress. The Compensation Committee of the Board
of Directors, or the Board of Directors itself, administers the 1997 Incentive
Plan and may establish the terms, provisions and conditions upon which 1997
Incentive Plan options are granted, including exercise price, exercisability,
vesting and termination. Options under this plan may only be granted to
employees who are members of a select group of management or other key employees
whom the Compensation Committee or the Board from time to time designates for
participation in the plan. With the approval of the Compensation Committee or
the Board, participants may pay for shares purchased upon the exercise of any
1997 Incentive Plan options by cash or promissory notes secured by the shares
then issuable upon exercise of 1997 Incentive Plan options. Options granted
under this plan generally are nontransferable other than by will or the laws of
descent and distribution, and are exercisable only by the optionholder during
his or her lifetime. No 1997 Incentive Plan options will have a term extending
beyond May 1, 2009.

1999 Stock Option Plan

In February 1999, the Board of Directors adopted the 1999 Stock Option
Plan. The purpose of the 1999 Plan is to provide participants with an increased
economic and proprietary interest in us in order to encourage them to contribute
to our success and progress. The 1999 Plan provides for the grant of stock
options that qualify as incentive stock options under Section 422 of the Code as
well as options that do not qualify as incentive stock options under Section 422
of the Code. Options may be granted only to our officers, independent
contractors, employees and prospective employees.

We may not issue more than 1,892,000 shares of common stock pursuant to all
options granted under the 1999 Plan, although we may increase that number by the
number of shares subject to 1997 Incentive Plan options that are cancelled,
expire or terminate or that otherwise are available for issuance but for any
other

36
<PAGE>

reason are not issued under the 1997 Incentive Plan. We may not issue options
for more than 430,000 shares during any calendar year to any one participant.
The number and type of shares or other securities subject to 1999 Plan options
are subject to anti-dilution provisions for reorganizations, reclassifications,
stock dividends, or other distributions, stock splits, reverse stock splits,
spin-offs or similar transactions, or if substantially all of our property and
assets are sold.

As of December 31, 1999, 745,500 shares of common stock subject to options
had been granted under the 1999 Plan. We anticipate that we will grant
additional options under the 1999 Plan in 2000 in amounts that will be
consistent with prior year grants.

The Compensation Committee or the Board administers the 1999 Plan, and may
establish the terms, provisions and conditions of options, including exercise
price, exercisability, vesting and termination. No option may have an exercise
price less than the fair market value of the common stock on the date of grant,
unless that option is granted in substitution of options granted by a new
employee's previous employer or the participant pays or foregoes compensation in
the amount of any discount. Options granted to 10% stockholders that are
intended to qualify as incentive stock options under Section 422 of the Code may
not have an exercise price of less than 110% of the fair market value of the
common stock on the date of grant. Options granted under the 1999 Plan generally
expire within ten years of the date of grant. Options granted under the 1999
Plan generally become exercisable 25% per year beginning one year after the date
of grant. Delivery of shares of common stock upon the exercise of options may be
deferred, with such deferral generally evidenced by an unfunded and unsecured
obligation referred to as a "stock unit." A stock unit is a bookkeeping entry
representing the fair market value of one share of common stock. Settlement of
stock units upon expiration of the deferral period will be made in common stock
or as otherwise determined by the 1999 Plan administrator.

With the approval of the Compensation Committee or the Board, participants
may pay for shares purchased upon the exercise of any 1999 Plan options by cash
or promissory notes secured by the shares then issuable upon exercise of 1999
Plan options. We may lend money to the option holder to pay the exercise price
and any taxes due in connection with the exercise of options. Unless otherwise
provided by the Compensation Committee or the Board, options granted under the
1999 Plan are nontransferable other than by will or the laws of descent and
distribution, and are exercisable only by the optionholder during his or her
lifetime.

Unless approved by our stockholders, the 1999 Plan may not be amended to
materially increase the number of shares of common stock authorized for
issuance. Except as otherwise required by law, the Board of Directors may amend
the 1999 Plan in other respects without stockholder approval. The 1999 Plan will
terminate in February 2009.

Directors Stock Plan

On December 14, 1998, the Board of Directors adopted our Directors Plan.
The purpose of the Directors Plan is to assist us in attracting, retaining and
motivating qualified individuals to serve on our Board of Directors and to align
their financial interests with those of our stockholders by providing for or
increasing their proprietary interest in us.

Any member of our Board of Directors or of the board of directors of a
subsidiary is eligible for the award of stock options and stock grants under the
Directors Plan. The Directors Plan is administered by the Board of Directors or
by the Compensation Committee to the extent the Board of Directors so
designates. The Directors Plan is intended to operate in a manner that exempts
grants of stock under the Directors Plan from Section 16(b) of the Securities
Exchange Act of 1934.

As of December 31, 1999, 180,600 shares of common stock were subject to
options granted under the Directors Plan. We intend to grant additional options
under the Directors Plan in 2000.

We may not issue more than 430,000 shares of common stock under the
Directors Plan. Any shares that are reacquired under the stock option or stock
grant are not counted against the number of shares that can be

37
<PAGE>

issued under the Directors Plan. The number and type of shares or other
securities subject to options under the Directors Plan are subject to anti-
dilution provisions for reorganizations, reclassifications, stock dividends, or
other distributions, stock splits, reverse stock splits, spin-offs or similar
transactions, or if substantially all of our property and assets are sold.

Under the Directors Plan, the Compensation Committee or the Board may
provide for stock options and stock grants to be awarded to directors and may
establish the terms, provisions and conditions of such awards, including
exercise price, exercisability, vesting and termination. No option may have an
exercise price less than the fair market value of the common stock on the date
of grant, unless the option holder pays or foregoes compensation in the amount
of any discount.

We may not issue options for more than 86,000 shares to any person on
account of his or her service as a director for any calendar year. Awards
granted under the Directors Plan are nontransferable by the director other than
by will or the laws of descent and distribution, and are exercisable only by the
director during his or her lifetime.

Unless approved by our stockholders, the Directors Plan may not be amended
to increase the number of shares of common stock authorized for issuance. Except
as otherwise required by law, the Board of Directors otherwise may amend the
Directors Plan without further stockholder approval. The Directors Plan will
terminate on May 1, 2009.

Indemnification Arrangements

Our certificate of incorporation limits, to the maximum extent permitted by
the Delaware General Corporation Law, the personal liability of directors for
monetary damages for breach of their fiduciary duties as directors. Our bylaws
provide that we will indemnify our officers, directors, employees and other
agents to the fullest extent permitted by law.

38
<PAGE>

CERTAIN RELATIONSHIPS AND TRANSACTIONS

Services Agreements

Administrative Services Agreement. The Advisory Board Company provides
certain administrative services to us pursuant to the Administrative Services
Agreement. We believe that the services provided under the Administrative
Services Agreement may be obtained from alternative sources and that the fees
pursuant to the Administrative Services Agreement approximate the cost to
internally provide or otherwise externally source those services. During 1999,
The Advisory Board Company provided an aggregate of $1.6 million of services to
us under this agreement. The aggregate value of the services currently provided
under this agreement is less than $10,000 per month. This agreement expires on
December 31, 2000.

Vendor Contracts Agreement. Pursuant to the Vendor Contracts Agreement, we
participate in certain vendor contracts entered into by The Advisory Board
Company for the provision of certain services, such as telecommunications,
mailing and general office services. The Vendor Contracts Agreement specifies
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. This agreement expires on December 31,
2000. We expect to enter into separately negotiated vendor agreements as soon as
reasonably practical, and do not expect to incur material incremental costs.

We record costs associated with the Administrative Services Agreement and
the Vendor Contracts Agreement monthly as a payable to an affiliate and settle
amounts owed on a quarterly basis.

Noncompetition Agreement

On January 1, 1999, we entered into the Noncompetition Agreement with The
Advisory Board Company and David Bradley, who was the sole beneficial owner of
our common stock prior to our initial public offering. The Noncompetition
Agreement has a term of five years, and prohibits us from selling membership-
based subscription services substantially similar to those provided by us and
The Advisory Board Company to any company that is principally engaged in the
health care provider business. We may sell our products and services to any
company that is neither a health care company nor principally engaged in other
types of health care business. We may continue to renew pre-existing
subscriptions with respect to those products and services that we had sold as of
our initial public offering if they do not specifically address health care
provider industry issues.

The Noncompetition Agreement generally prohibits The Advisory Board Company
and Mr. Bradley from selling services covered by the agreement to any non-health
care companies. They may continue to renew pre-existing subscriptions with
respect to those products and services that they had sold as of our initial
public offering, if such products and services specifically address health care
provider industry issues. The Noncompetition Agreement does not cover magazines,
newspapers and news services, advertising for publications and news or on-line
services, advertising and promotion activities offered to companies,
institutions or advertising agencies that are responsible for the placement or
designing of advertisements and government relations and lobbying activities.
The Noncompetition Agreement prohibits the parties from recruiting or employing
the other's employees.

Registration Rights Agreement

Following the closing of this offering, Mr. Bradley will hold approximately
698,000 shares of our common stock (no shares if the underwriters' overallotment
option is exercised in full). Pursuant to a Registration Rights Agreement, Mr.
Bradley is entitled to certain rights with respect to the registration of his
shares of common stock under the Securities Act of 1933. Through February 26,
2004, Mr. Bradley may require us, at his expense, on two separate occasions, to
file a registration statement under the Securities Act of 1933 with respect to
some or all of his shares of common stock. If Mr. Bradley continues to hold
shares after this offering, he will be unable to exercise his registration
rights prior to the expiration of the lock-up period in connection with this
offering without the prior written consent of Salomon Smith Barney. Under
certain circumstances, we may, on no more than one occasion, delay such
registration for not more than three months.

39
<PAGE>

In addition, during the same period, if we propose to register our shares of
capital stock under the Securities Act of 1933, subject to certain exceptions,
Mr. Bradley is entitled to notice of the registration and to include his shares
in that registration, provided that the managing underwriters have the right, in
certain circumstances, to limit the number of shares that Mr. Bradley may
include in such registration.

Promissory Note

Mr. Bradley borrowed $6.5 million from us on October 31, 1997 pursuant to a
promissory note and repaid the principal amount and all related accrued interest
in February 1999.

Cross-Indemnification Agreement

On January 21, 1999, we and Mr. Bradley entered into a cross-
indemnification agreement. Under this agreement, we agreed to indemnify Mr.
Bradley, and Mr. Bradley agreed to indemnify us, with respect to adverse tax
effects resulting from the reallocation of income and expenses between S
corporation and C corporation tax years.

Lease Guarantee

We have entered into a lease for our headquarters facility in Washington,
D.C. The initial term of this lease will expire on June 30, 2009. Our
obligations under this lease are guaranteed by The Advisory Board Company. The
guarantee will expire on March 31, 2002 provided that certain conditions
regarding our financial condition have been met.

40
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of the date of this prospectus with respect to
each person who to our knowledge beneficially owns 5% or more of the outstanding
shares of common stock, each director and named executive officer, all executive
officers and members of the Board of Directors as a group and each of the
selling stockholders. Except as indicated in the footnotes to the table, the
persons named in the table have sole voting and investment power with respect to
all shares beneficially owned.

Shares Beneficially Shares to Be Total Shares Beneficially Owned
Owned Prior To Beneficially Owned and Subject to Options After
Offering(1) Number After Offering(1)(4) Offering(5)(6)
------------------------------------ of -------------------- -------------------------------
Diluted Shares
Name Number(2) Percent(2) Percent(3) Offered Number Percent Number Percent
- ---- ---------- ---------- ---------- --------- -------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David G. Bradley(7)......... 3,697,891 27.3% 24.7% 3,000,000 697,891 697,891
Jeffrey D. Zients(8)........ 351,120 2.5 2.3 100,000 251,120 251,120
Michael A. D'Amato(8)....... 169,160 1.2 1.1 35,000 134,160 134,160
James J. McGonigle(8)....... 260,350 1.9 1.7 175,000 85,350 * 376,200
Harold L. Siebert........... 129,000 * *
Robert C. Hall.............. 36,120 * *
David W. Kenny.............. 36,120 * *
Stephen G. Pagliuca......... 36,120 * *
Clay M. Whitson(8).......... 57,328 * * 40,000 17,328 * 132,000
Sally Chang................. 124,775 * *
Derek C. M. van Bever(8).... 94,675 * * 60,000 34,675 * 138,100
Paul C. Amoruso............. 81,775 * *
[Other selling
stockholders](8)...........
The TCW Group, Inc./ Robert
Day(9)..................... 1,336,935 9.9 8.9

All executive officers and
directors as a group (11
persons)................... 1,376,593 9.2 9.2
</TABLE>

___________
* Represents less than 1%
(1) The information contained in this table reflects "beneficial ownership" as
defined in Rule 13d-3 under the Securities Exchange Act of 1934.
(2) The number of shares and percentages included in these columns are
calculated in accordance with Rule 13d-3(d) under the Securities Exchange
Act of 1934. Pursuant to that rule, in addition to the issued and
outstanding shares beneficially owned, holders are treated as beneficially
owning shares that are subject to options that are exercisable within 60
days. For purposes of calculating the percentage of shares owned, the
option shares attributed to each holder are deemed to be outstanding for
the purpose of calculating the percentage of outstanding common stock owned
by that holder, but are not deemed to be outstanding for the purpose of
computing the percentage of common stock owned by any other person.
(3) The percentages included in this column are calculated on a diluted basis,
assuming that the shares of common stock not outstanding that are subject
to options exercisable within 60 days and held by selling stockholders are
deemed to be outstanding for the purpose of calculating the percentage of
outstanding common stock owned by the holders.
(4) Assumes no exercise of the underwriters' over-allotment option. In the
event the over-allotment option is exercised in full by the underwriters,
Mr. Bradley will no longer beneficially own any shares of our common stock,
Mr. Zients will beneficially own shares ( %), Mr. D'Amato will
beneficially own shares ( %), Mr. McGonigle will beneficially own
shares ( %), Mr. Whitson will beneficially own shares
( %), Mr. van Bever will beneficially own shares ( %) and all
executive officers and directors as a group will beneficially own
shares ( %) of the outstanding common stock.
(5) The number column indicates the number of shares owned after the offering
assuming the exercise of all options, whether vested or unvested, without
regard to whether or not the options are exercisable within 60 days.
Percentages in the percent column are calculated on a diluted basis,
assuming that all shares subject to options are deemed to be outstanding,
whether vested or unvested and without regard to whether or not the options
are exercisable within 60 days.
(6) Assumes no exercise of the underwriters' over-allotment option. In the
event the over-allotment option is exercised in full by the underwriters,
Mr. Bradley will no longer own any shares of our common stock, Mr. Zients'
total ownership (calculated as per note (5) above) will be
shares ( %), Mr. D'Amato's total

41
<PAGE>

ownership will be shares ( %), Mr. McGonigle's total ownership
will be shares ( %), Mr. Whitson's total ownership will be
shares ( %), Mr. van Bever's total ownership will be shares
( %) and the total ownership by all executive officers and directors
as a group will be shares ( %).
(7) Includes shares held by the Bradley Trust.
(8) Includes shares to be sold by such holder in this offering that will be
issued immediately prior to the date of this prospectus as a result of the
exercise of options.
(9) As reported in a Schedule 13G filed on July 12, 1999. The Schedule 13G
states that The TCW Group, Inc. and Robert Day share voting and investment
power with respect to the shares, and that shares reported for Robert Day
include shares reported for The TCW Group, Inc.

42
<PAGE>

DESCRIPTION OF CAPITAL STOCK

General

Our certificate of incorporation provides that we are authorized to issue
100 million shares of common stock, par value $.01 per share, and five million
shares of preferred stock, par value $.01 per share.

Common Stock

Stockholders are entitled to one vote for each share of common stock held
of record on all matters on which stockholders are entitled or permitted to
vote. The common stock does not have cumulative voting rights in the election of
directors. As a result, holders of a majority of the shares of common stock
voting for the election of directors can elect all the directors standing for
election.

Holders of the common stock are entitled to receive dividends out of funds
legally available therefor when and if declared from time to time by the Board
of Directors. See "Price Range of Common Stock and Dividend Policy." In the
event of our liquidation, dissolution or winding up, the holders of the common
stock will be entitled to share ratably in all assets remaining after payment of
liabilities, subject to the rights of any then outstanding preferred stock. The
common stock has no preemptive, subscription or conversion rights and there are
no redemption or sinking fund provisions in our certificate of incorporation.
The rights, preferences and privileges of holders of the common stock are
subject to, and may be adversely affected by, the rights of holders of shares of
any series of preferred stock that we may designate and issue in the future. The
issued and outstanding shares of common stock are fully paid and nonassessable.

Preferred Stock

The Board of Directors may issue the preferred stock in different series
and classes and fix the dividend rights, dividend rate, conversion rights,
voting rights, rights and terms of redemption (including sinking fund
provisions), liquidation preferences and other rights and preferences of the
preferred stock not in conflict with our certificate of incorporation or
Delaware law. There currently are no shares of preferred stock outstanding, and
the Board of Directors has no present plans to issue any shares of preferred
stock. The Board of Directors, without stockholder approval, may issue shares of
preferred stock with voting and conversion rights that could adversely affect
the voting power of holders of the common stock. The issuance of shares of
preferred stock might have the effect of delaying, deferring or preventing a
change in control.

Corporate Governance Provisions of Our Certificate of Incorporation and Bylaws

Our certificate of incorporation provides that the Board may not adopt a
"stockholders rights plan" (as defined in the certificate of incorporation),
commonly called a "poison pill," unless the rights plan is ratified by the
affirmative vote of the holders of a majority of the shares of common stock,
expires no later than 37 months after adoption and permits the rights issued
thereunder to be redeemed at any time by the affirmative vote of the holders of
a majority of the shares of common stock. We have elected not to be subject to
Section 203 of the Delaware General Corporation Law, which generally prevents an
"interested stockholder" (defined generally as a person owning 15% or more of a
corporation's outstanding voting stock) from engaging in a "business
combination" (as defined) with a Delaware corporation for three years following
the date such person became an interested stockholder unless certain conditions
are satisfied. Our certificate of incorporation does not permit stockholders to
act by written consent without a meeting of stockholders. Our certificate of
incorporation and bylaws provide that special meetings of stockholders may be
called by a majority of the full Board of Directors, the Chairman of the Board
or any holder or holders of at least 40% of any class of our outstanding capital
stock then entitled to vote at the meeting.

43
<PAGE>

Our bylaws provide that the number of directors will be fixed from time to
time by the stockholders or the Board of Directors. We currently have seven
directors.

Limitation on Liability and Indemnification Matters

Our certificate of incorporation provides that, to the fullest extent
permitted by the Delaware General Corporation Law, no director will be liable to
us or our stockholders for monetary damages for breach of fiduciary duty as a
director. Under the Delaware General Corporation Law, liability of a director
may not be limited for any breach of the director's duty of loyalty to the
company or its stockholders, for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, in respect of
certain unlawful dividend payments or stock redemptions or repurchases and for
any transaction from which the director derives an improper personal benefit.
The effect of this provision of our certificate of incorporation is to eliminate
our rights and the rights of our stockholders (through stockholders' derivative
suits on our behalf) to recover monetary damages against a director for breach
of the fiduciary duty of care as a director, including breaches resulting from
negligent or grossly negligent behavior, except in the situations described
above. This provision does not limit or eliminate our rights or the rights of
any stockholder to seek non-monetary relief such as an injunction or rescission
in the event of a breach of a director's duty of care. In addition, our bylaws
provide that we will indemnify our directors, officers, employees and agents to
the fullest extent permitted by the Delaware General Corporation Law. We may
purchase and maintain insurance or furnish similar protection on behalf of any
officer or director against any liability asserted against the officer or
director and incurred by the officer or director in such capacity, or arising
out of the status, as an officer or director.

Transfer Agent and Registrar

The Transfer Agent and Registrar for the common stock is Chase Mellon
Shareholder Services LLC.

44
<PAGE>

UNDERWRITING

Subject to the terms and conditions stated in the underwriting agreement
dated , 2000, each underwriter named below has severally agreed to
purchase and the selling stockholders have agreed to sell to each underwriter,
the number of shares set forth below opposite their respective names.

Number of
Underwriter Shares
- ---------- ---------

Salomon Smith Barney Inc. ............................
Donaldson, Lufkin & Jenrette Securities Corporation..
Friedman, Billings, Ramsey & Co., Inc. ...............
Goldman, Sachs & Co. ..................................
Merrill Lynch, Pierce, Fenner & Smith Incorporated...
---------
Total....................................... 5,000,000
=========

The underwriting agreement provides that the obligations of the several
underwriters to purchase the shares included in this offering are subject to
approval of various legal matters by counsel and to various other conditions.
The underwriters are obligated to purchase all the shares, other than those
covered by the over-allotment option described below, if they purchase any of
the shares.

The underwriters propose to offer some of the shares directly to the public
at the public offering price set forth on the cover page of the prospectus and
some of the shares to various dealers at the public offering price less a
concession not in excess of $ per share. The underwriters may allow, and those
dealers may reallow, a concession not in excess of $ per share on sales to
certain other dealers. If all of the shares are not sold at the initial offering
price, the underwriters may change the public offering price and the other
selling terms. The underwriters have advised us and the selling stockholders
that they do not intend to confirm any sales to any accounts over which they
exercise discretionary authority.

Several selling stockholders have granted to the underwriters an option,
exercisable for 30 days from the date of this prospectus, to purchase up to
750,000 additional shares of common stock at the public offering price less the
underwriting discount. The underwriters may exercise this option solely for the
purpose of covering over-allotments, if any, in connection with this offering.
To the extent the option is exercised, each underwriter will be obligated,
subject to various conditions, to purchase a number of additional shares
approximately proportionate to each underwriter's initial purchase commitment.

We, the selling stockholders, our executive officers and directors have
agreed that, for a period of 90 days from the date of this prospectus, we and
these other parties will not, without the prior written consent of Salomon Smith
Barney Inc., dispose of or hedge any shares of our common stock or any
securities convertible into or exchangeable for our common stock. Salomon Smith
Barney Inc. in its sole discretion may release any of the securities subject to
these lock-up agreements at any time without notice. These restrictions will not
affect our ability (i) to issue and sell our common stock or make any awards
pursuant to the 1997 Incentive Plan, the 1999 Plan and the Directors Plan, (ii)
to issue shares of our common stock pursuant to the exercise of stock options
currently outstanding or granted pursuant to the 1997 Incentive Plan, the 1999
Plan or the Directors Plan, or (iii) to issue shares of our common stock or
securities convertible into, or exercisable or exchangeable for, shares of our
common stock in connection with an acquisition of or merger with another
corporation as long as the securities are not registered under the Securities
Act of 1933 during the lock-up period.

Our common stock is quoted on the Nasdaq National Market under the symbol
"EXBD."

The following table shows the underwriting discounts and commissions to be
paid to the underwriters by the selling stockholders in connection with this
offering. These amounts are shown

45
<PAGE>

assuming both no exercise and full exercise of the underwriters' option to
purchase additional shares of common stock.

Paid by Selling
Stockholders
------------
No Full
Exercise Exercise
-------- --------
Per share........................................ $ $
Total............................................ $ $

In connection with the offering, Salomon Smith Barney Inc., on behalf of
the underwriters, may over-allot, or engage in syndicate covering transactions,
stabilizing transactions and penalty bids. Over-allotment involves syndicate
sales of common stock in excess of the number of shares to be purchased by the
underwriters in the offering, which creates a syndicate short position.
Syndicate covering transactions involve purchases of the common stock in the
open market after the distribution has been completed in order to cover
syndicate short positions. Stabilizing transactions consist of bids or purchases
of common stock made for the purpose of preventing or retarding a decline in the
market price of the common stock while the offering is in progress. Penalty bids
permit the underwriters to reclaim a selling concession from a syndicate member
when Salomon Smith Barney Inc., in covering syndicate short positions or making
stabilizing purchases, repurchases shares originally sold by that syndicate
member. These activities may cause the price of the common stock to be higher
than the price that otherwise would exist in the open market in the absence of
these types of transactions. These transactions may be effected on the Nasdaq
National Market or in the over-the-counter market, or otherwise, and, if
commenced, may be discontinued at any time.

Most of the shares to be sold by the selling stockholders in this offering
will be sold to U.S. purchasers, but a limited number of shares may be sold to
non-U.S. purchasers.

If and to the extent that any shares are offered or sold in the United
Kingdom, each underwriter agrees that it:

. will not offer or sell any shares to persons in the United Kingdom except
to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (whether as principal or agent) for
the purposes of their businesses or in other circumstances which do not
constitute an offer to the public in the United Kingdom for the purposes of
the Public Offers of Securities Regulation 1995 (the "Regulations");

. will comply with all applicable provisions of the Regulations and of the
Financial Services Act 1986 with respect to anything done by it in relation
to the shares of common stock offered hereby in, from other otherwise
involving the United Kingdom; and

. will only issue or pass on in the United Kingdom any document received by
it in connection with the issue of these shares if that person is of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 (as amended) or is a person to whom
such document may otherwise lawfully be issued or passed on.

We and the selling stockholders estimate that our respective portions of
the total expenses of this offering (excluding underwriting discounts and
commissions) will be $ and $ .

We and the selling stockholders have agreed to indemnify the underwriters
against various liabilities, including liabilities under the Securities Act of
1933, or to contribute to payments the underwriters may be required to make in
respect of any of those liabilities.

46
<PAGE>

Certain of the underwriters have performed various investment banking,
commercial banking and advisory services for us for which they have received
customary fees and expenses. The underwriters may, from time to time, engage in
transactions with and perform services for us in the ordinary course of their
business.

47
<PAGE>

LEGAL MATTERS

The validity of the shares of common stock offered by this prospectus will
be passed upon for us by Gibson, Dunn & Crutcher LLP. The underwriters will be
represented by Cravath, Swaine & Moore.

EXPERTS

The audited financial statements and schedule as of December 31, 1998 and
1999, and for each of the three years in the period ended December 31, 1999
included in this prospectus and elsewhere in the Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.

ADDITIONAL INFORMATION

We have filed a registration statement on Form S-1 with the Securities and
Exchange Commission under the Securities Act with respect to the common stock
offered hereby. This prospectus does not contain all the information set forth
in the registration statement and the exhibits and schedules thereto. For
further information with respect to us and our common stock, reference is made
to the registration statement and the exhibits and schedules filed as part
thereof. Statements contained in this prospectus as to the contents of any
contract or any other document referred to are not necessarily complete, and, in
each instance, if such contract or document is filed as an exhibit, reference is
made to the copy of such contract or document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
such reference to such exhibit. A copy of the registration statement, and the
exhibits and schedules thereto, may be inspected without charge at the public
reference facilities maintained by the Securities and Exchange Commission in
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Securities
and Exchange Commission's regional offices located at the Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven
World Trade Center, 13th Floor, New York, New York 10048, and copies of all or
any part of the registration statement may be obtained from such offices upon
the payment of the fees prescribed by the Securities and Exchange Commission.
The Securities and Exchange Commission also maintains a World Wide Web site
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants like us who file electronically with the
Securities and Exchange Commission. The registration statement, including all
exhibits thereto and amendments thereof, are available on this World Wide Web
site.

We are subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended, and in accordance therewith, we file annual and quarterly
reports, proxy statements and other information with the Securities and Exchange
Commission. Such reports, proxy statements and other information may be
inspected, and copies of such material may be obtained upon payment of the
prescribed fees, at the Securities and Exchange Commission's public reference
facilities at the addresses set forth above.

We intend to furnish to our stockholders annual reports containing
financial statements audited by its independent public accountants and will make
available copies of quarterly reports for the first three quarters of each
fiscal year containing unaudited financial information.

48
<PAGE>

INDEX TO FINANCIAL STATEMENTS

Report of Independent Public Accountants.................................... F-2
Balance Sheets as of December 31, 1998 and 1999............................. F-3
Statements of Income for the years ended December 31, 1997,
1998 and 1999............................................................ F-4
Statements of Changes in Stockholders' Equity (Deficit) for the years ended
December 31, 1997, 1998 and 1999......................................... F-5
Statements of Cash Flows for the years ended December 31, 1997,
1998 and 1999............................................................ F-6
Notes to Financial Statements............................................... F-7

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of The Corporate Executive Board Company:

We have audited the accompanying balance sheets of The Corporate Executive
Board Company (formerly The Corporate Advisory Board Company and a division of
The Advisory Board Company until October 31, 1997) as of December 31, 1998 and
1999, and the related statements of income, stockholders' equity (deficit) and
cash flows for each of the three years in the period ended December 31, 1999.
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 generally accepted auditing
standards. 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, 1998 and 1999, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1999, in conformity with generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP

Washington, D.C.
January 31, 2000

F-2
<PAGE>

THE CORPORATE EXECUTIVE BOARD COMPANY

BALANCE SHEETS
(In thousands, except share amounts)

December 31,
------------
ASSETS 1998 1999
-------- --------
CURRENT ASSETS:
Cash and cash equivalents $12,232 $19,726
Marketable securities 3,872 --
Receivables:
Membership fees receivable, net 17,165 26,603
Due from stockholder 6,500 --
Due from affiliate 350 --
Other assets 383 1,318
Deferred income taxes, net 1,438 8,047
Deferred offering costs 1,251 --
Deferred incentive compensation 2,023 2,801
------- -------
Total current assets 45,214 58,495
------- -------

MARKETABLE SECURITIES -- 13,348
PROPERTY AND EQUIPMENT, NET 3,714 9,921
------- -------
Total assets $48,928 $81,764
======= =======

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 5,159 $ 6,041
Accrued incentive compensation 2,661 3,877
Due to affiliate -- 41
Stock option repurchase and special
bonus plan liability 7,054 4,710
Deferred revenues 39,061 55,436
------- -------
Total current liabilities 53,935 70,105
------- -------

OTHER LIABILITIES -- 813
LONG-TERM STOCK OPTION REPURCHASE LIABILITY 3,140 --
------- -------
Total liabilities 57,075 70,918
------- -------

STOCKHOLDERS' EQUITY (DEFICIT):
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 12,504,400 and
13,569,960 shares issued and outstanding
as of December 31, 1998 and 1999, respectively 125 136
Additional paid-in-capital 2,646 269
Deferred compensation (953) (570)
Retained earnings (deficit) (9,965) 11,691
Accumulated elements of comprehensive income -- (680)
------- -------
Total stockholders' equity (deficit) (8,147) 10,846
------- -------
Total liabilities and stockholders'
equity (deficit) $48,928 $81,764
======= =======

See accompanying notes to financial statements.

F-3
<PAGE>

THE CORPORATE EXECUTIVE BOARD COMPANY

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

Year ended December 31,
-----------------------

1997 1998 1999
---- ---- ----

REVENUES $38,669 $53,030 $70,767
Cost of services 20,036 25,373 28,602
------- ------- -------
GROSS PROFIT 18,633 27,657 42,165
------- ------- -------

COSTS AND EXPENSES:
Member relations and marketing 8,106 11,676 15,525
General and administrative 5,660 6,920 8,485
Depreciation 722 885 1,318
Stock option restructuring and repurchase
and special bonus plan 3,063 5,342 383
------- ------- -------
17,551 24,823 25,711
------- ------- -------

INCOME FROM OPERATIONS 1,082 2,834 16,454

INTEREST INCOME 122 786 1,114
------- ------- -------

INCOME BEFORE PROVISION FOR
INCOME TAXES 1,204 3,620 17,568

PROVISION FOR INCOME TAXES 120 361 4,322
------- ------- -------

NET INCOME $ 1,084 $ 3,259 $13,246
======= ======= =======

EARNINGS PER SHARE:
Basic $ 0.09 $ 0.26 $ 1.00
======= ======= =======
Diluted $ 0.08 $ 0.22 $ 0.83
======= ======= =======

WEIGHTED AVERAGE SHARES USED IN THE CALCULATION
OF EARNINGS PER SHARE:
Basic 12,504 12,504 13,223
Diluted 13,752 14,950 16,027

See accompanying notes to financial statements.

F-4
<PAGE>

THE CORPORATE EXECUTIVE BOARD COMPANY
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
For the years ended December 31, 1997, 1998, and 1999
(In thousands, except share amounts)

Accumu-
lated
Preferred Common elements of Annual
stock stock Additional Deferred Retained compre- Compre-
-------------- ------------------ paid-in- compen- earnings hensive hensive
Shares Amount Shares Amount capital sation (deficit) income Total income
------ ------ ----------- ------ ---------- -------- -------- ----------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1996 -- $ -- -- $ -- $ -- $ -- $ (7,411) $ -- $(7,411)
--
Distributions to stockholder -- -- -- -- -- -- (20) -- (20) $ --
Division spin-off -- -- 12,504,400 125 -- -- (7) -- 118 --
Deferred compensation pursuant to
substitution of stock options -- -- -- -- 2,646 (1,459) -- -- 1,187 --
Net income -- -- -- -- -- 1,084 -- 1,084 1,084
------------------------------------------------------------------------------------------------

Balance at December 31, 1997 -- -- 12,504,400 125 2,646 (1,459) (6,354) -- (5,042) 1,084
=======
Distributions to stockholder -- -- -- -- -- -- (6,870) -- (6,870) --
Amortization of deferred
compensation -- -- -- -- -- 506 -- -- 506 --
Net income -- -- -- -- -- 3,259 -- 3,259 3,259
------------------------------------------------------------------------------------------------
Balance at December 31, 1998 -- -- 12,504,400 125 2,646 (953) (9,965) -- (8,147) 3,259
=======
Distributions to (contributions
from) stockholder, net -- -- -- -- -- -- (6,519) -- (6,519) --
Net income - pre-termination of S
corporation status -- -- -- -- -- -- 1,555 -- 1,555 1,555
Termination of S corporation
status -- -- -- -- (14,929) -- 14,929 -- -- --
Issuance of common stock under
special bonus plan -- -- -- -- 1,440 -- -- -- 1,440 --
Issuance of common stock upon the
exercise of stock options -- -- 1,065,560 11 984 -- -- -- 995 --
Tax benefits related to the
exercise of stock options -- -- -- -- 10,128 -- -- -- 10,128 --
Amortization of deferred
compensation -- -- -- -- -- 383 -- -- 383 --
Unrealized losses on
available-for-sale marketable
securities, net of tax -- -- -- -- -- -- -- (680) (680) (680)
Net income - post-termination of S
corporation status -- -- -- -- -- -- 11,691 -- 11,691 11,691
------------------------------------------------------------------------------------------------
Balance at December 31, 1999 -- $ -- 13,569,960 $ 136 $ 269 $ (570) $11,691 $ (680) $10,846 $12,566
================================================================================================
</TABLE>

See accompanying notes to financial statements.

F-5
<PAGE>

THE CORPORATE EXECUTIVE BOARD COMPANY

STATEMENTS OF CASH FLOWS
(In thousands)

<TABLE>
<CAPTION>
Year ended December 31,
------------------------------
1997 1998 1999
-------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,084 $ 3,259 $ 13,246
Adjustments to reconcile net income to net cash
flows provided by operating activities:
Depreciation 722 885 1,318
Tax deductions resulting from the exercise of
common stock options -- -- 5,385
Deferred income taxes (194) (288) (1,458)
Stock option restructuring and repurchase 3,063 5,342 383
Changes in operating assets and liabilities:
Membership fees receivable, net (1,902) (1,369) (9,438)
Other assets (122) (261) (935)
Deferred incentive compensation (226) (927) (778)
Deferred revenues 9,778 7,587 16,375
Accounts payable and accrued liabilities 984 2,777 1,115
Accrued incentive compensation 365 762 1,216
Other liabilities -- -- 813
Special bonus plan -- -- (960)
-------- -------- --------
Net cash flows provided by operating activities 13,552 17,767 26,282
-------- -------- --------

CASH FLOWS FROM INVESTING ACTIVITIES:
(Purchase) disposal of property and equipment, net (1,530) (2,086) (7,282)
Receivable from stockholder (6,500) -- 6,500
(Purchase) sale of marketable securities, net (3,754) (118) (10,610)
-------- -------- --------
Net cash used in investing activities (11,784) (2,204) (11,392)
-------- -------- --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Change in payable to/due from affiliate 7,189 (1,857) 391
Distributions to stockholder (20) (6,870) (4,000)
Proceeds from the exercise of common stock options -- -- 995
Payment of offering costs -- (951) (1,698)
Stock option repurchases -- (2,590) (3,084)
-------- -------- --------
Net cash provided by (used in) financing activities 7,169 (12,268) (7,396)
-------- -------- --------

NET INCREASE IN CASH AND CASH EQUIVALENTS 8,937 3,295 7,494

Cash and cash equivalents, beginning of period -- 8,937 12,232
-------- -------- --------

Cash and cash equivalents, end of period $ 8,937 $ 12,232 $ 19,726
======== ======== ========
</TABLE>

See accompanying notes to financial statements.

F-6
<PAGE>

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 analysis focusing on corporate strategy, operations and
general management issues. Best practice research identifies and analyzes
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 subscription program have
access to an integrated set of services, including best practices research
studies, executive education seminars, customized research briefs and on-line
access to the program's content database and other services.

2. Spin-off, recapitalization and initial public offering

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"). Prior to the Spin-off, the Company
did not maintain separate bank accounts and all cash receipts and disbursements
were made via The Advisory Board Company and are reflected as changes in due
to/ due from affiliate. Subsequent to the Spin-off, the Company is responsible
for its own cash management and records amounts owed to The Advisory Board
Company in due to/ due from affiliate.

On February 23, 1999, 9,415,280 shares of common stock of the Company were
sold by the sole stockholder and certain optionholders in an initial public
offering (the "Initial Public Offering"). The Company did not directly receive
any of the proceeds from the sale of common stock by the selling stockholders
pursuant to the Initial Public Offering. In addition, immediately prior to the
Initial Public Offering, the Company amended and restated its certificate of
incorporation to increase the number of authorized shares of Class A Stock and
Class B Stock to 17,200 shares and 13,171,760 shares, respectively, and to
authorize 100,000,000 shares of Common Stock, and 5,000,000 shares of Preferred
Stock, each with a par value of $0.01 per share. In addition, to facilitate the
Initial Public Offering, the Company effected a 17.2-for-1 stock split of the
shares of Class A Stock and Class B Stock in the form of a stock dividend. The
Class A Stock and the Class B Stock were converted into Common Stock
contemporaneously with the Initial Public Offering. Accordingly, all share and
per share amounts have been retroactively adjusted to give effect to these
events.

3. Summary of significant accounting policies

Cash equivalents and marketable securities

Marketable securities that mature within three months of purchase are
classified as cash equivalents. Investments with maturities of more than three
months are classified as marketable securities. As of December 31, 1998 and
1999, the Company's marketable securities consisted of fixed income securities.
Effective January 1, 1999, the Company classified its marketable securities as
available-for-sale securities. Unrealized gains and losses on available-for-
sale marketable securities are excluded from net income and are included within
accumulated elements of comprehensive income within stockholders' equity
(deficit). Prior to January 1, 1999, the Company classified its marketable
securities as trading securities. The unrealized holding gains and losses at
the date the marketable securities were transferred to the available-for-sale
classification from the trading classification, have already been recognized
into earnings and will not be reversed.

Property and equipment and leasehold improvements

Property and equipment are stated at cost, less accumulated depreciation.
Replacements and major improvements are capitalized; maintenance and repairs
are charged to expense as incurred. Property and equipment depreciation expense
is calculated using the straight-line method over the estimated useful lives of
the assets, which range from five to eleven years.

F-7
<PAGE>

The costs of leasehold improvements are capitalized and amortized using the
straight-line method over the shorter of their useful lives or the lease term.

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 exists as of December 31, 1999.

Revenue recognition

Membership fees are recognized ratably over the term of the related
membership, which is generally twelve months. Membership fees are generally
billable when the member signs a letter of agreement. Certain membership fees
are billed on an installment basis. The Company's policy is to record the full
amount of membership fees receivable and related deferred revenue when a member
signs a letter of agreement.

Commission expense recognition

Certain incentive compensation expenses related to the negotiation of new
and renewal memberships are deferred and are amortized over the term of the
related memberships.

Earnings per share

Basic earnings per share is computed by dividing net income by the number
of basic weighted average common shares outstanding during the period. Diluted
earnings per share is 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 is determined in
accordance with the treasury-stock method. Common share equivalents consist of
common shares issuable upon the exercise of outstanding common stock options.
Weighted-average shares outstanding for the year ended December 31, 1997 was
calculated assuming that the capital structure established at the date of the
Spin-off was in effect during that period. A reconciliation of basic to diluted
weighted average common shares outstanding is as follows (in thousands):

<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------
1997 1998 1999
------ ------ -------
<S> <C> <C> <C>
Basic weighted average common
shares outstanding 12,504 12,504 13,223
Weighted average common
share equivalents outstanding 1,248 2,446 2,804
------ ------ ------
Diluted weighted average
common shares outstanding 13,752 14,950 16,027
====== ====== ======
</TABLE>

Concentrations of credit risk

Financial instruments that potentially expose the Company to concentration
of credit risk consist primarily of membership fees receivable and marketable
securities. Although the Company believes that the diversity of its large
membership base has historically minimized the risk of incurring material
losses due to concentrations of credit risk, the Company may be exposed to a
declining membership base in periods of market downturns, severe competition or
international developments.

The Company generates revenues from members located outside the United
States. For the years ending December 31, 1997, 1998, and 1999, approximately
31%, 33%, and 31% of revenues, respectively, were generated from members
located outside the United States. Sales to customers in European countries for
the years ended December 31, 1997, 1998, and 1999 were approximately 13%,

F-8
<PAGE>

15%, and 15%, respectively, with no other geographic area representing more
than 10% of revenues in any period. No one member accounted for more than 2%
of revenues for any period presented.

In addition, the Company maintains a portfolio of marketable securities
which consist primarily of Washington, D.C. municipal and agency fixed income
securities. The fixed income securities are issued by institutions which
operate within many different industries. As part of its cash management
process, the Company performs periodic evaluations of the relative credit
ratings of these 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 opinion
of management, it is more likely than not that some portion or the entire
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.

Research and development expenses

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

Reclassification of prior-years' balances

Prior-years' balances have been reclassified to conform with the current-
year presentation.

Use of estimates in preparation of financial statements

The preparation of financial statements in conformity with generally
accepted accounting principles 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. Transactions with affiliates

Administrative support and management services

The Advisory Board Company provides the Company with limited administrative
support services. Subsequent to the Spin-off, fees are charged to the Company
for these services in accordance with an Administrative Services Agreement
(the ''ASA''). The term of the ASA expires on December 31, 2000. The ASA
provides for fees based on either direct costs, costs per certain transaction,
headcount, or a fixed cost per month. For periods prior to the Spin-off, the
Company allocated the costs for administrative support services using
methodologies designed to consistently apply the provisions of the ASA (e.g.,
direct costs, revenue activity drivers, or headcount). In management's
opinion, the cost allocation methodology developed approximates the cost of
internally providing or externally sourcing such services and, therefore,
represents what the costs would be on a stand-alone basis.

Management cost allocations consisting primarily of senior executive costs
allocated by DGB Enterprises, Inc., a separate entity controlled by the
Company's principal stockholder, are charged to the Company (pre and post
Spin-off) based on an allocation of time spent on the Company's activities by
each executive monthly. In management's opinion, the allocations represent
what the costs would be on a stand-alone basis.

F-9
<PAGE>

Due from (due to) affiliate

Activity in the due from/ due to affiliate is as follows (in thousands):

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------
1997 1998 1999
-------- -------- --------
<S> <C> <C> <C>
Balance at beginning of period $ 5,682 $(1,507) $ 350
Costs allocated to the Company:
The Advisory Board Company (5,502) (4,931) (1,595)
DGB Enterprises, Inc. (1,490) (1,211) --
Cash transfers from the Company to
The Advisory Board Company 4,079 14,513 3,169
Cash transfers to the Company from
The Advisory Board Company (4,276) (6,514) (1,965)
------- ------- -------

Balance at end of period $(1,507) $ 350 $ (41)
======= ======= =======
</TABLE>

5. Membership fees receivable

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

<TABLE>
<CAPTION>
As of December 31,
--------------------
1998 1999
-------- --------
<S> <C> <C>
Billed membership fees receivable $13,339 $23,328
Unbilled membership fees receivable 5,059 4,616
------- -------
18,398 27,944
Allowance for doubtful accounts (1,233) (1,341)
------- -------

Membership fees receivable, net $17,165 $26,603
======= =======
</TABLE>

6. Receivable from stockholder

The Company held a promissory note in the amount of $6.5 million from its
then sole stockholder prior to the Initial Public Offering that was due and
payable on October 31, 2007. Interest of 7% on the outstanding promissory note
balance was payable semiannually on each May 1 and November 1. The stockholder
repaid the note in 1999 using proceeds from the Initial Public Offering.

7. Property and equipment

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

As of December 31,
--------------------
1998 1999
--------- ---------
<S> <C> <C>
Furniture, fixtures, and equipment $ 4,636 $ 8,310
Leasehold improvements 1,272 5,213
------- -------
5,908 13,523
Accumulated depreciation (2,194) (3,602)
------- -------

Property and equipment, net $ 3,714 $ 9,921
======= =======
</TABLE>

8. Income taxes

The Company was an S corporation for Federal income tax purposes until
immediately prior to the Initial Public Offering. As an S corporation, the
taxable income of the Company was passed through to

F-10
<PAGE>

the sole stockholder and was reported on the sole stockholder's Federal income
tax return. However, as the District of Columbia does not recognize S
corporation status, income taxes related to the District of Columbia were
provided for within the Company's financial statements prior to the Initial
Public Offering. Just prior to the Initial Public Offering, the Company
terminated its S corporation status and is now subject to Federal and state
income taxes at prevailing corporate rates. As a result, the Company recorded a
one-time deferred income tax benefit of $2.7 million due to the change in tax
status. The one-time deferred income tax benefit is reflected in net income for
the year ended December 31, 1999, as a reduction of the provision for income
taxes. If the Company had been a C corporation for U.S. Federal and state
income tax purposes since January 1, 1997 and recorded income taxes using an
annual effective rate of 41.0%, pro forma net income and basic and diluted
earnings per share would have been $0.7 million (unaudited), $0.06 (unaudited)
and $0.05 (unaudited) for the year ended December 31, 1997, $2.1 million
(unaudited), $0.17 (unaudited) and $0.14 (unaudited) for the year ended
December 31, 1998, and $10.4 million (unaudited), $0.78 (unaudited) and $0.65
(unaudited) for the year ended December 31, 1999.

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

Year Ended December 31,
--------------------------
1997 1998 1999
------- ------- --------
<S> <C> <C> <C>
Current $ 314 $ 649 $ 5,780
Deferred (194) (288) (1,458)
----- ----- -------

Provision for income taxes $ 120 $ 361 $ 4,322
===== ===== =======

</TABLE>

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:

<TABLE>
<CAPTION>
Year Ended
December 31, 1999
-----------------
<S> <C>
Statutory U.S. Federal income tax rate 35.0%
State income tax, net of U.S. Federal income tax benefit 6.5
Termination of S corporation status (15.6)
Phase-in rate differential (4.0)
Other permanent differences 2.7
-----
Effective tax rate 24.6%
=====
</TABLE>

The statutory state and effective income tax rates reflected in the
provision for income taxes are both 9.975% for the years ended December 31,
1997 and 1998.

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):

<TABLE>
<CAPTION>
As of December 31,
------------------
1998 1999
-------- --------
<S> <C> <C>
Deferred tax assets:
Deferred compensation agreements $1,167 $1,608
Tax deduction resulting from the exercise
of common stock options -- 4,744
Financial reporting reserves 123 568
Stock option restructuring and repurchase 265 1,050
Employee benefits 20 301
Unrealized losses on available-for-sale
securities -- 454
Other 65 484
------ ------
</TABLE>

F-11
<PAGE>

<TABLE>
<S> <C> <C>
Total deferred tax assets 1,640 9,209
------ ------

Deferred tax liabilities:
Deferred incentive compensation 202 1,162
------ ------

Deferred tax assets, net $1,438 $8,047
====== ======
</TABLE>

Management believes that the Company likely will utilize these net deferred
tax assets to reduce future income tax expense.

9. Comprehensive income (loss)

Comprehensive income (loss) is the change in equity of a business
enterprise during a period from transactions and other events and circumstances
from non-owner sources. Other comprehensive income (loss) refers to revenues,
expenses, gains and losses that under generally accepted accounting principles
are included in comprehensive income (loss), but excluded from net income
(loss). For the year ended December 31, 1999, the element within comprehensive
income consists solely of unrealized losses on available-for-sale securities.
At December 31, 1999, unrealized losses on available-for-sale securities
amounted to approximately $1.1 million. The related tax effect allocated to the
unrealized losses on available-for-sale securities included in comprehensive
income is approximately $454,000. There was no difference between net income
and comprehensive income for the years ended December 31, 1997 and 1998.

10. Defined contribution 401(k) plan

In fiscal 1993, The Advisory Board Company began sponsoring 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 sponsor 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 Company's participants were
approximately $79,000, $112,000 and $159,000, during the years ending December
31, 1997, 1998, and 1999, respectively. In September 1998, the Company
established a defined contribution 401(k) Plan (the ''New Plan'') with the same
provisions as The Advisory Board Company Plan. As of September 1, 1998,
participants' accounts were transferred to the New Plan and subsequent
participant and Company contributions were made directly to the New Plan.

11. Stock option plans

Background

On March 1, 1994, The Advisory Board Company adopted the Stock-Based
Incentive Compensation Plan (the ''Original Plan'') to provide for granting of
incentive stock options (''Original Options''). The Original Plan entitled
certain employees to purchase shares of The Advisory Board Company's Class B
Nonvoting Common Stock at a price equal to at least the fair market value of
The Advisory Board Company's stock on the date of grant. The Original Options
were exercisable on the date ten years after the date of grant, subject to
acceleration upon the occurrence of certain events that would alter the current
ownership of The Advisory Board Company, including an initial public offering
or private sale.

Liquid Markets Agreements

On March 31, 1995, The Advisory Board Company and existing optionees
adopted the Liquid Markets Agreements ("Liquid Markets Agreements") to
provide the optionees an opportunity to (i) sell all or a portion of their
Original Options to The Advisory Board Company immediately and/or (ii) modify
all or a portion of their Original Options in accordance with the terms and
conditions of the Continuing Stock-Based Incentive Compensation Plan, which is
described below (the "Continuing Option Plan").

The Liquid Markets Agreements provided for the designation of Original
Options as described above and governed the payments to be made to the
optionees for options sold ("Sold Options"). For the options elected to be
sold, The Advisory Board Company was committed to pay an initial payment

F-12
<PAGE>

of $55 per option, minus the exercise price, in two installments (25% no later
than December 31, 1995, and 75% no later than December 31, 1996). The Advisory
Board Company was also obligated to pay the optionee an additional payment (the
"Earn Out Payment") based on The Advisory Board Company's income from
operations for the fiscal year ending March 31, 1998.

In March 1997, The Advisory Board Company amended the Liquid Markets
Agreements to provide for (1) guaranteed versus variable Earn Out Payments, (2)
revised payment schedules, (3) revised employment requirements, and (4) in
limited instances, the ability to put current options retroactively into the
Liquid Markets plan.

In December 1998, the Company amended the Liquid Markets Agreements
relating to its employees by eliminating the future employment requirements.
The Company recognized approximately $1.8 million and $2.4 million in
compensation expense related to the Liquid Markets Agreements in years 1997,
and 1998, respectively. There are no earnings charges subsequent to December
31, 1998, related to these agreements. The Company's obligation under the
Liquid Markets Agreements is reflected in stock option repurchase and special
bonus plan liability in the accompanying balance sheets. At December 31, 1999,
the future cash commitments related to the Liquid Markets Agreements were
approximately $4.7 million. In January 2000, the Company paid approximately
$1.6 million in accordance with the Liquid Markets Agreements.

Stock-Based Incentive Compensation Plan

Adopted on March 31, 1995, the Continuing Option Plan amended and restated
the Original Plan and formalized the terms and conditions of the remaining
modified options (the ''Continuing Options''). In conjunction with the Spin-
off, The Advisory Board Company executed Substitution Agreements with each of
the employees of the Company participating in the Continuing Option Plan. The
Substitution Agreement provided for the exchange of The Advisory Board Company
Continuing Options for options in the Company (the ''Options'') granted under
the Company's Stock-Based Incentive Compensation Plan (the ''Current Plan''),
which was adopted at the time of the Spin-off. The Options generally become
exercisable 50% in February 2000, 30% in February 2001 and 20% in February
2002. The Current Plan provides for the issuance of options to purchase up to
5,504,000 shares of common stock. As of December 31, 1999, approximately
4,273,320 shares had been issued or were subject to Options under the Current
Plan. The Options expire between April 2001 and March 2009.

The terms of the Substitution Agreement resulted in a new measurement date
for 1,855,880 options held by employees of the Company, resulting in the
recognition of compensation expense. The compensation expense is being
recognized over the related vesting period. The compensation expense is
reflected in stock option restructuring and repurchase and special bonus plan
in the accompanying statements of income and was approximately $1.3 million,
$500,000, and $380,000 for the years ending December 31, 1997, 1998, and 1999,
respectively. The Company will continue to recognize compensation expense
related to certain substitution agreements in the years ending 2000 and 2001.
The recognition of compensation expense was not required for the remaining
1,421,993 options outstanding at the time of the Spin-off.

1999 Stock Option Plan

On February 18, 1999, the Company adopted the 1999 Stock Option Plan
("1999 Plan"), which reserves 1,892,000 shares of common stock for issuance.
During 1999, the Company granted 738,500 common stock options under the 1999
Plan at a weighted average exercise price of $19.60 per share.

Directors' Stock Option Plan

On December 14, 1998, the Company adopted the Directors' Stock Plan
("Directors' Plan"), which reserves 430,000 shares of common stock for
issuance. During 1999, the Company granted 36,120 common stock options under
the Directors' Plan at a weighted average exercise price of $14.24 per share.

F-13
<PAGE>

Transactions

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

<TABLE>
<CAPTION>
Number Exercise Price Weighted-Average
of Options per Share Exercise Price
---------- --------- --------------
<S> <C> <C> <C>
The Advisory Board Company
Original Options:
Outstanding at December 31, 1996 ........... 174,475 $15.00-$70.00 $49.15
Options granted .......................... 17,500 74.00 74.00
Options sold under Liquid Markets
Agreement ................................ (18,000) 15.00-30.00 17.92
Options cancelled ........................ (5,000) 63.00 63.00
---------- ------
Outstanding prior to Spin-Off Transaction .. 168,975 $15.00-$74.00 $53.59
========== ============= ======
Company Options:
Outstanding subsequent to Spin-Off
Transaction, related substitution and
recapitalization ......................... 3,277,873 $ 0.06-$1.28 $ 0.77
Options granted .......................... 1,407,407 2.03-2.73 2.18
---------- ------
Outstanding at December 31, 1997 ........... 4,685,280 0.06-2.73 1.19
Options granted .......................... 865,160 2.73-14.24 7.30
Options cancelled ........................ (211,560) 2.03-2.73 2.14
---------- ------
Outstanding at December 31, 1998 ........... 5,338,880 0.06-14.24 2.13
Options granted .......................... 745,500 19.00-38.13 19.60
Options cancelled ........................ (7,000) 19.00 19.00
Options exercised ........................ (1,065,560) 0.93 0.93
---------- ------------- ------
Outstanding at December 31, 1999 ........... 5,011,820 $0.06-$38.13 $4.96
========== ============= ======
</TABLE>

Exercise prices for employee stock options outstanding at December 31, 1999,
are as follows:

<TABLE>
<CAPTION> Weighted-
Average
Number Outstanding Remaining Weighted-
Range of as of Contractual Average
Exercise Prices December 31, 1999 Life-Years Exercise Price
--------------- ----------------- ---------- --------------
<S> <C> <C> <C>
$0.06--$0.06 172,000 3.33 $ 0.06
0.29--0.41 696,600 3.33 0.31
0.58--0.87 447,200 3.33 0.75
0.93--1.28 896,513 3.82 0.71
2.03--2.03 963,647 3.69 2.03
2.73--3.11 476,440 3.33 2.88
6.98--6.98 448,920 3.87 6.98
14.24--14.24 172,000 3.58 14.24
19.00--19.00 686,000 9.13 19.60
23.38--38.13 52,500 9.38 27.44
--------------- --------- ---- ------
$0.06--$38.13 5,011,820 4.40 $ 4.96
=============== ========= ---- ------
</TABLE>

As of December 31, 1999, 448,040 options with a weighted average exercise
price of $1.15 are exercisable.

Accounting for stock based compensation

The Company has elected to account for stock and stock rights in accordance
with Accounting Principles Board Opinion number 25, Accounting for Stock Issued
to Employees (APB No. 25). However, pro forma information regarding net income
is required by Financial Accounting Standards

F-14
<PAGE>

Number 123, Accounting for Stock Based Compensation (FAS No. 123) if the
provisions of FAS No. 123 are not elected to be adopted.

Under the FAS 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, 1997,
1998 and 1999 was estimated using the Black-Scholes option valuation model with
the following weighted-average assumptions: risk free interest rate of 5.5%,
5.5% and 6.5%, respectively; no dividend yield for any year; weighted-average
expected lives of the option of three years, three years and five years,
respectively; and expected volatility of 50%, 50% and 60%, respectively.

The weighted-average fair value of The Advisory Board Company original
options granted in 1997 during the period January 1 to the date of the Spin-off
was $2.16 per share, the weighted-average fair value of Company options granted
from the date of the Spin-off to December 31, 1997 was $1.27 per share. The
weighted average fair value of Company options granted during the years ended
December 31, 1998 and 1999 was $3.19 per share and $10.03 per share,
respectively. For purposes of pro forma disclosures, the estimated fair value
of options is amortized to expense over the estimated service period. Under
the FAS No. 123 pro forma disclosure provisions, pro forma net income for 1997
would have been approximately $1.6 million or $0.13 per share (pro forma basic)
and $0.11 per share (pro forma diluted), pro forma net income for 1998 would
have been approximately $1.6 million or $0.13 per share (pro forma basic) and
$0.10 per share (pro forma diluted), and pro forma net income for 1999 would
have been approximately $9.8 million or $0.74 per share (pro forma basic) and
$0.61 per share (pro forma diluted). The provisions of FAS No. 123 may not
necessarily be indicative of future results.

12. Special bonus plan

In December 1998, the Company and its sole stockholder agreed to pay a
special bonus to selected employees in an amount totaling $2.4 million. The
special bonus was paid at the Initial Public Offering -- 60% in stock owned by
the sole stockholder and 40% in cash by the Company. The Company recognized
$2.4 million in expense related to this plan in 1998.

13. Supplemental cash flows disclosures

Income taxes paid during the years ended December 31, 1997, 1998 and 1999,
amounted to $90,000, $470,000 and $260,000, respectively. For the year ended
December 31, 1999, the Company recognized $10.1 million in stockholders' equity
(deficit) for tax deductions associated with the exercise of non-qualified
stock options. Estimated current income tax payments for the year ended
December 31, 1999 have been reduced by the consideration of the tax deductions
associated with the exercise of non-qualified stock options.

In addition, in connection with the Initial Public Offering, the sole
stockholder gave $1.4 million in shares of common stock to selected employees
to satisfy a portion of the special bonus plan liability.

14. 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 eight years. The lease
agreements include provisions for rental escalations based on the Consumer
Price Index and require the Company to pay for executory costs such as taxes

F-15
<PAGE>

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

Year Ending
December 31,
------------

2000 $ 2,736
2001 3,165
2002 3,225
2003 3,296
2004 3,320
Thereafter 15,858
-------

Total $31,600
=======

Rent expense charged to operations during the fiscal years ended December
31, 1997, 1998, and 1999, was approximately $1.6 million, $2.4 million, and
$3.6 million, respectively. The Company obtained a $1.3 million Letter of
Credit Agreement to provide a security deposit for the office space lease. The
Company's cash, accounts receivable and property and equipment collateralize
the Letter of Credit Agreement.

15. Quarterly financial data (unaudited)

Unaudited summarized financial data by quarter for the years ending
December 31, 1998 and 1999 is as follows (in thousands, except per share
amounts):

<TABLE>
<CAPTION>
1998
Quarter Ended
-------------------------------------------------------------------------
March 31 June 30 September 30 December 31
-------- ------- ------------ -----------
<S> <C> <C> <C> <C>
Revenues $11,598 $12,909 $13,732 $ 14,791
Gross profit 6,180 6,671 7,494 7,312
Income before provision (benefit)
for income taxes 2,051 1,851 1,932 (2,213)
Net income (loss) $ 1,847 $ 1,681 $ 1,713 ($1,984)

Earnings per share:
Basic $ 0.15 $ 0.13 $ 0.14 ($0.16)
Diluted $ 0.13 $ 0.11 $ 0.11 ($0.13)
</TABLE>

<TABLE>
<CAPTION>
1999
Quarter Ended
-------------------------------------------------------------------------
March 31 June 30 September 30 December 31
-------- ------- ------------ -----------
<S> <C> <C> <C> <C>
Revenues $15,703 $16,700 $18,414 $ 19,950
Gross profit 8,950 9,952 11,324 11,939
Income before provision for income
taxes 3,464 3,987 4,811 5,306
Net income $ 4,867 $ 2,332 $ 2,863 $ 3,184

Earnings per share:
Basic $ 0.38 $ 0.18 $ 0.21 $ 0.23
Diluted $ 0.31 $ 0.15 $ 0.18 $ 0.19
</TABLE>

F-16
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of The Corporate Executive Board Company:

We have audited, in accordance with generally accepted auditing standards,
the financial statements of The Corporate Executive Board Company (formerly The
Corporate Advisory Board Company and a division of The Advisory Board Company
until October 31, 1997) included in this registration statement and have issued
our report thereon dated January 31, 2000. Our audits were made for the purpose
of forming an opinion on the basic financial statements taken as a whole. The
Schedule II -- Valuation and Qualifying Accounts is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly states, in all material respects, the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.

/s/ ARTHUR ANDERSEN LLP

Washington, D.C.
January 31, 2000

F-17
<PAGE>

The Corporate Executive Board Company

Schedule II--Valuation and Qualifying Accounts
(In thousands)

<TABLE>
<CAPTION>
Additions Additions
Balance at Charged to Charged to Deductions
Beginning Costs and Other from Balance at
of Year Expenses Accounts Reserve End of Year
------- -------- -------- ------- -----------
<S> <C> <C> <C> <C> <C>
Year ending December 31, 1997
Allowance for doubtful accounts....... $ 400 $1,180 $ -- $ 580 $1,000
------ ------ ---------- ------ ------
$ 400 $1,180 $ -- $ 580 $1,000
====== ====== ========== ====== ======
Year ending December 31, 1998
Allowance for doubtful accounts....... $1,000 $1,409 $ -- $1,176 $1,233
------ ------ ---------- ------ ------
$1,000 $1,409 $ -- $1,176 $1,233
====== ====== ========== ====== ======
Year ending December 31, 1999
Allowance for doubtful accounts........ $1,233 $1,851 $ -- $1,743 $1,341
------ ------ ---------- ------ ------
$1,233 $1,851 $ -- $1,743 $1,341
====== ====== ========== ====== ======
</TABLE>

F-18
<PAGE>

============================================================================

5,000,000 Shares

The Corporate Executive Board Company

Common Stock

[LOGO]

________

PROSPECTUS

, 2000

________

Salomon Smith Barney

Donaldson, Lufkin & Jenrette

Friedman Billings Ramsey

Goldman, Sachs & Co.

Merrill Lynch & Co.

============================================================================
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The estimated expenses in connection with the offering (all of which will
be borne by ____________), are as follows:

Expenses Amount
-------- --------

Securities and Exchange Commission registration fee.....$ 77,661
NASD filing fee......................................... 29,917
Printing expenses.......................................
Accounting fees and expenses............................
Legal fees and expenses.................................
Blue Sky fees and expenses..............................
Transfer agent's fees and expenses......................
Miscellaneous...........................................
Total..................................................$

Item 14. Indemnification of Directors and Officers.

Section 145(a) of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his or her conduct was unlawful.

Section 145(b) of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if he or she acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which such action or suit was brought shall
determine that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to be
indemnified for such expenses which the court shall deem proper.

Section 145 of the Delaware General Corporation Law further provides that
(i) to the extent that a former or present director or officer of a corporation
has been successful in the defense of any action, suit or proceeding referred to
in subsections (a) and (b) or in the defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection therewith;
(ii) indemnification provided for by Section 145 shall not be deemed exclusive
of any other rights to which the indemnified party may be entitled; and (iii)
the corporation may purchase and maintain insurance on behalf of any present or
former director, officer, employee or agent of the corporation or any person who
at the request of the corporation was serving in such capacity for another
entity against any liability asserted against such person and incurred by him or
her in any such capacity or arising out of his or her status as such, whether or
not the corporation would have the power to indemnify him or her against such
liabilities under Section 145.

II-1
<PAGE>

As permitted by Section 102(b)(7) of the Delaware General Corporation Law,
our Certificate of Incorporation provides that a director shall not be liable to
The Corporate Executive Board Company or its stockholders for monetary damages
for breach of fiduciary duty as a director. However, such provision does not
eliminate or limit the liability of a director for acts or omissions not in good
faith or for breaching his or her duty of loyalty, engaging in intentional
misconduct or knowingly violating a law, paying a dividend or approving a stock
repurchase which was illegal, or obtaining an improper personal benefit. In
addition, our Bylaws contain provisions indemnifying the directors, officers,
employees and agents of The Corporate Executive Board Company to the fullest
extent permitted by the Delaware General Corporation Law. Any indemnification
under our Bylaws is subject to a prior determination by a majority of the
directors of The Corporate Executive Board Company who are not party to the
underlying action that the person seeking indemnification has met the applicable
standard of conduct.

Under the provisions of our Bylaws, expenses incurred by an officer or
director in defending a civil or criminal suit or proceeding shall be paid by
The Corporate Executive Board Company in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the person seeking indemnification to repay such amounts if it is ultimately
determined that he or she is not entitled to be indemnified.

We may, to the fullest extent permitted by the Delaware General Corporation
Law, purchase and maintain insurance on behalf of any officer, director,
employee or agent against any liability which may be asserted against such
person.

We have obtained a $10 million policy of directors' and officers' liability
insurance.

Item 15. Recent Sales of Unregistered Securities

Within the three years preceding the offering contemplated hereby, we have
not issued or sold securities that were not registered under the Securities Act
of 1933, except as follows:

(a) pursuant to the exercise of options under the Stock-Based Incentive
Compensation Plan that were exercised upon the effectiveness of the registration
statement for our initial public offering on February 22, 1999, we sold 516,000
shares of common stock to Jeffrey D. Zients for an aggregate of $480,000;

(b) pursuant to the exercise of options under the Stock-Based Incentive
Compensation Plan that were exercised upon the effectiveness of the registration
statement for our initial public offering on February 22, 1999, we sold 168,560
shares of common stock to Michael A. D'Amato for an aggregate of $156,800;

(c) we have awarded to employees and directors options to purchase
6,476,540 shares of common stock, 1,065,560 of which have been exercised and
628,640 of which are currently exercisable at a weighted average exercise
price of $4.91 per share; and

(d) pursuant to the exercise of options that will be exercised upon the
effectiveness of this registration statement, we will have issued an aggregate
of shares of common stock for an aggregate of $ .

The transactions set forth in paragraphs (a), (b) and (d) above were
undertaken in reliance upon the exemptions from the registration requirements of
the Securities Act of 1933 afforded by Rule 701 promulgated thereunder, as
transactions pursuant to compensatory benefit plans and contracts relating to
compensation. With respect to the transactions set forth in paragraph (c)
above, the options awarded were part of a compensatory arrangement and did not
constitute a "sale."

On October 31, 1997, we issued and distributed to David G. Bradley 727,000
shares of common stock, representing all of our issued and outstanding shares of
capital stock at such time. These shares were distributed to Mr. Bradley as
part of the spin-off of The Corporate Executive Board Company from The Advisory
Board Company, which was at such time, and currently is, wholly owned by Mr.
Bradley.

II-2
<PAGE>

This transaction was not a "sale" because it fits within the requirements set
forth in Staff Legal Bulletin No. 4 (September 16, 1997).

Prior to our initial public offering, we had two classes of common stock,
Class A Voting Common Stock and Class B Non-Voting Common Stock. Upon our
initial public offering in February 1999, all shares of capital stock of The
Corporate Executive Board Company automatically converted into shares of our
common stock.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
--- ----------------------
<S> <C>
1.1 Form of Underwriting Agreement.+
3.1 Second Amended and Restated Certificate of Incorporation.*
3.2 Amended and Restated Bylaws.*
4.1 Specimen Common Stock Certificate.*
5.1 Opinion of Gibson, Dunn & Crutcher LLP.+
10.1 Employment Agreement, dated January 21, 1999, between the Company and James J. McGonigle.*
10.2 [Omitted]
10.3 Employment Agreement, dated November 1, 1998, between the Company and Clay M. Whitson.*
10.4 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.*
10.5 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.*
10.6 [Omitted]
10.7 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.*
10.8 Stock Option Agreement #1 Pursuant to The Corporate Executive Board Company Stock-Based Incentive Compensation Plan,
effective as of October 31, 1997, between the Company and Michael A. D'Amato.*
10.9 Stock Option Agreement #2 Pursuant to The Corporate Executive Board Company Stock-Based Incentive Compensation Plan,
effective as of October 31, 1997, between the Company and Michael A. D'Amato.*
10.10 Stock Option Agreement #1 Pursuant to The Corporate Executive Board Company Stock-Based Incentive Compensation Plan,
effective as of October 31, 1997, between the Company and Jeffrey D. Zients.*
10.11 Stock Option Agreement #2 Pursuant to The Corporate Executive Board Company Stock-Based Incentive Compensation Plan,
effective as of October 31, 1997, between the Company and Jeffrey D. Zients.*
10.12 Stock Option Agreement Pursuant to The Corporate Executive Board Company Stock-Based Incentive Compensation Plan,
effective as of June 1, 1998, between the Company and Sally Chang.*
10.13 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.*
10.14 Form of Stock Option Agreement Pursuant to The Corporate Advisory Board Company Stock-Based Incentive Compensation
Plan, including form of amendment.*
10.15 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.*
10.16 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.*
</TABLE>

II-3
<PAGE>

<TABLE>
<S> <C>
10.17 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.*
10.18 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.*
10.19 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.*
10.20 Form of Agreement Concerning Exclusive Services, Confidential Information, Business Opportunities, Non-Competition,
Non-Solicitation and Work Product.*
10.21 The Corporate Executive Board Company Stock-Based Incentive Compensation Plan, adopted on October 31, 1997, as amended
and restated.*
10.21.1 The Corporate Executive Board Company Stock-Based Incentive Compensation Plan, adopted on October 31, 1997, as amended
and restated in February 1999.*
10.22 Directors' Stock Plan.*
10.22.1 Amended Directors' Stock Plan and Standard Terms and Conditions for Director Non-Qualified Stock Options.*
10.23 1998 Stock Option Plan.*
10.23.1 1999 Stock Option Plan and Standard Terms and Conditions for 1999 Stock Option Plan Incentive Stock Options.*
10.24 Cross-Indemnification Agreement, dated as of January 21, 1999, between David G. Bradley and The Corporate Executive
Board Company.*
10.25 Promissory Note, dated October 31, 1998, between David G. Bradley and The Corporate Executive Board Company.*
10.26 Security Agreement, dated October 31, 1997, between David G. Bradley and The Corporate Executive Board Company.*
10.27 Letter Agreement, dated January 18, 1999, between The Corporate Executive Board Company and David G. Bradley with
respect to the repayment of $6.5 million Promissory Note.*
10.28 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.*
10.29 Member Contracts Agreement, dated as of October 31, 1997, between The Advisory Board Company and The Corporate
Executive Board Company.*
10.30 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.*
10.31 Non-Competition Agreement, effective as of January 1, 1999, among The Advisory Board Company, The Corporate Executive
Board Company and David G. Bradley.*
10.32 [Omitted]
10.33 Distribution Agreement, dated as of October 31, 1997, between The Corporate Executive Board Company and The Advisory
Board Company.*
10.34 Agreement of Lease, dated June 25, 1998, between The Corporate Executive Board Company and The George Washington
University.*
10.35 Registration Rights Agreement, dated January 22, 1999, between The Corporate Executive Board Company and David G.
Bradley.*
10.36 License Agreement, effective as of October 31, 1997, between The Corporate Executive Board Company and The Advisory
Board Company.*
10.37 Letter agreement regarding the special bonus plan.*
10.38 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.*
10.39 Letter to Michael A. D'Amato from the Chairman of The Corporate Executive Board Company re Accelerated Vesting of
Options.*
10.40 Clarification Letter to Michael A. D'Amato from The Corporate Executive Board Company re Stock Option Agreements.*
10.41 Letter to Jeffrey Zients from David Bradley re Accelerated Vesting of Options.*
10.42 Clarification Letter to Jeffrey Zients from The Corporate Executive Board Company re Stock Option Agreements.*
</TABLE>

II-4
<PAGE>

<TABLE>
<S> <C>
10.43 Term Sheet for Director Non-Qualified Stock Options between Robert C. Hall and The Corporate Executive Board Company.*
10.44 Term Sheet for Director Non-Qualified Stock Options between David W. Kenny and The Corporate Executive Board Company.*
10.45 Term Sheet for Director Non-Qualified Stock Options between Stephen G. Pagliuca and The Corporate Executive Board
Company.*
10.46 Term Sheet for Director Non-Qualified Stock Options between Jeffrey D. Zients and The Corporate Executive Board
Company.*
10.47 Term Sheet for Director Non-Qualified Stock Options between Michael A. D'Amato and The Corporate Executive Board
Company, as amended on January 27, 1999.*
21.1 List of Subsidiaries of The Corporate Executive Board Company.*
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in its opinion filed as Exhibit 5.1).+
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included in the signature page in Part II).
27 Financial Data Schedule.
</TABLE>
_______

+ To be filed by amendment.
* Incorporated by reference to the same exhibit to the registrant's
Registration Statement on Form S-1, declared effective by the Securities
and Exchange Commission on February 22, 1999 (Registration No. 333-59833).

(b) Financial Statement 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, except for Schedule II--Valuation and Qualifying
Accounts which is provided on page F-18.

Item 17. Undertakings

(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

(b) The undersigned registrant hereby undertakes:

(1) that for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective;

(2) that for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof; and

(3) to provide to the underwriters at the closing specified in
the underwriting agreements, certificates in such denominations and
registered in such names as required by the underwriters to permit prompt
delivery to each purchaser.

II-5
<PAGE>

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the District of Columbia, on January
31, 2000.

The Corporate Executive Board Company

By: /s/ James J. McGonigle
----------------------
Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Jeffrey D. Zients and Clay M. Whitson his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to the Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James J. McGonigle Chief Executive Officer and Director January 31, 2000
- ---------------------------------- (Principal Executive Officer)
James J. McGonigle

/s/ Clay M. Whitson Chief Financial Officer (Principal Financial January 31, 2000
- ---------------------------------- Officer and Principal Accounting Officer)
Clay M. Whitson

/s/ Michael A. D'Amato Director January 31, 2000
- ----------------------------------
Michael A. D'Amato

/s/ Jeffrey D. Zients Director January 31, 2000
- -----------------------------------
Jeffrey D. Zients

/s/ Harold L. Siebert Director January 31, 2000
- -----------------------------------
Harold L. Siebert

/s/ Robert C. Hall Director January 31, 2000
- -----------------------------------
Robert C. Hall

/s/ David W. Kenny Director January 31, 2000
- -----------------------------------
David W. Kenny

/s/ Stephen G. Pagliuca Director January 31, 2000
- ------------------------------------
Stephen G. Pagliuca
</TABLE>

<PAGE>
EXHIBIT INDEX

<TABLE>
<S> <C>
10.19 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.*
10.20 Form of Agreement Concerning Exclusive Services, Confidential Information, Business Opportunities, Non-Competition,
Non-Solicitation and Work Product.*
10.21 The Corporate Executive Board Company Stock-Based Incentive Compensation Plan, adopted on October 31, 1997, as amended
and restated.*
10.21.1 The Corporate Executive Board Company Stock-Based Incentive Compensation Plan, adopted on October 31, 1997, as amended
and restated in February 1999.*
10.22 Directors' Stock Plan.*
10.22.1 Amended Directors' Stock Plan and Standard Terms and Conditions for Director Non-Qualified Stock Options.*
10.23 1998 Stock Option Plan.*
10.23.1 1999 Stock Option Plan and Standard Terms and Conditions for 1999 Stock Option Plan Incentive Stock Options.*
10.24 Cross-Indemnification Agreement, dated as of January 21, 1999, between David G. Bradley and The Corporate Executive
Board Company.*
10.25 Promissory Note, dated October 31, 1998, between David G. Bradley and The Corporate Executive Board Company.*
10.26 Security Agreement, dated October 31, 1997, between David G. Bradley and The Corporate Executive Board Company.*
10.27 Letter Agreement, dated January 18, 1999, between The Corporate Executive Board Company and David G. Bradley with
respect to the repayment of $6.5 million Promissory Note.*
10.28 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.*
10.29 Member Contracts Agreement, dated as of October 31, 1997, between The Advisory Board Company and The Corporate
Executive Board Company.*
10.30 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.*
10.31 Non-Competition Agreement, effective as of January 1, 1999, among The Advisory Board Company, The Corporate Executive
Board Company and David G. Bradley.*
10.32 [Omitted]
10.33 Distribution Agreement, dated as of October 31, 1997, between The Corporate Executive Board Company and The Advisory
Board Company.*
10.34 Agreement of Lease, dated June 25, 1998, between The Corporate Executive Board Company and The George Washington
University.*
10.35 Registration Rights Agreement, dated January 22, 1999, between The Corporate Executive Board Company and David G.
Bradley.*
10.36 License Agreement, effective as of October 31, 1997, between The Corporate Executive Board Company and The Advisory
Board Company.*
10.37 Letter agreement regarding the special bonus plan.*
10.38 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.*
10.39 Letter to Michael A. D'Amato from the Chairman of The Corporate Executive Board Company re Accelerated Vesting of
Options.*
10.40 Clarification Letter to Michael A. D'Amato from The Corporate Executive Board Company re Stock Option Agreements.*
10.41 Letter to Jeffrey Zients from David Bradley re Accelerated Vesting of Options.*
10.42 Clarification Letter to Jeffrey Zients from The Corporate Executive Board Company re Stock Option Agreements.*
10.43 Term Sheet for Director Non-Qualified Stock Options between Robert C. Hall and The Corporate Executive Board Company.*
</TABLE>
<PAGE>

<TABLE>
<S> <C>
10.44 Term Sheet for Director Non-Qualified Stock Options between David W. Kenny and The Corporate Executive Board Company.*
10.45 Term Sheet for Director Non-Qualified Stock Options between Stephen G. Pagliuca and The Corporate Executive Board
Company.*
10.46 Term Sheet for Director Non-Qualified Stock Options between Jeffrey D. Zients and The Corporate Executive Board
Company.*
10.47 Term Sheet for Director Non-Qualified Stock Options between Michael A. D'Amato and The Corporate Executive Board
Company, as amended on January 27, 1999.*
21.1 List of Subsidiaries of The Corporate Executive Board Company.*
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in its opinion filed as Exhibit 5.1).+
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included in the signature page in Part II).
27 Financial Data Schedule.
</TABLE>
_______

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports
and to all references to our Firm included in or made a part of this
registration statement.

/s/ ARTHUR ANDERSEN LLP

Washington, D.C.
January 31, 2000

<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information obtained from the Corporate
Executive Board Company financial statements as of and for the period ended
December 31, 1999.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 19,726
<SECURITIES> 13,348
<RECEIVABLES> 26,603
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 58,495
<PP&E> 9,921
<DEPRECIATION> 0
<TOTAL-ASSETS> 81,764
<CURRENT-LIABILITIES> 70,105
<BONDS> 0
0
0
<COMMON> 136
<OTHER-SE> 10,710
<TOTAL-LIABILITY-AND-EQUITY> 81,764
<SALES> 70,767
<TOTAL-REVENUES> 70,767
<CGS> 28,602
<TOTAL-COSTS> 54,313
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 17,568
<INCOME-TAX> 4,322
<INCOME-CONTINUING> 13,246
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,246
<EPS-BASIC> 1.00
<EPS-DILUTED> 0.83

</TABLE>