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Form 8-K CORPORATE EXECUTIVE BOAR For: Oct 28

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October 28, 2014 4:32 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

�

�

CURRENT REPORT

Pursuant to Section�13 or 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October�28, 2014

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�

THE CORPORATE EXECUTIVE BOARD COMPANY

(Exact name of registrant as specified in its charter)

�

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�

Delaware � 001-34849 � 52-2056410

(State or other jurisdiction

of incorporation)

 �

(Commission

File Number)

 �

(IRS Employer

Identification No.)

�

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

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

N/A

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

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�

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

�

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

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

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

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Item�2.02. Results of Operations and Financial Condition.

On October�28, 2014, The Corporate Executive Board Company (the �Company�) issued a press release with respect to its earnings for the three and nine months ended September�30, 2014 and updated its 2014 guidance. A copy of the Company�s press release is attached hereto and furnished as Exhibit�99.1.

Presentation slides used during the Company�s investor conference call, set for October�29, 2014, at 9:00 a.m. ET, may be accessed at http://ir.executiveboard.com/phoenix.zhtml?p=irol-eventDetails&c=113226&eventID=5171953 no later than the starting time of the conference call.

Item�9.01. Financial Statements and Exhibits.

(d)�Exhibits

�

Exhibit

No.

 ��

Description

99.1 �� The Corporate Executive Board Company�s press release for the third quarter and year-to-date 2014 earnings.

SIGNATURES

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

�

� THE CORPORATE EXECUTIVE BOARD COMPANY
� ����������������������������(Registrant)
Date: October 28, 2014 � � �
� � By: �

/s/ Richard S. Lindahl

� � Richard S. Lindahl
� � Chief Financial Officer

Exhibit�Index

�

Exhibit

No.

 ��

Description

99.1 �� The Corporate Executive Board Company�s press release for the third quarter and year-to-date 2014 earnings.

Exhibit 99.1

�

LOGO

�

Contact: �� Richard S. Lindahl ��
�� Chief Financial Officer �� 1919 North Lynn Street
�� (571) 303-6956 �� Arlington, Virginia 22209
�� c/o June Connor �� www.cebglobal.com

CEB REPORTS THIRD QUARTER RESULTS AND UPDATES 2014 GUIDANCE

Company Achieves Q3 Total Revenue Growth of 13.5%, YTD Operating Cash Flow Growth of 24.1%, and CEB Segment Contract Value Growth of 12.3%

ARLINGTON, Va. � October�28, 2014 � The Corporate Executive Board Company (�CEB� or the �Company�) (NYSE: CEB) today announced financial results for the third quarter and nine months ended September�30, 2014. Revenue increased 13.5% to $229.0 million in the third quarter of 2014 from $201.7 million in the third quarter of 2013. Net income in the third quarter of 2014 was $21.4 million, or $0.63 per diluted share, compared to a $5.4 million loss, or ($0.16) per diluted share, in the same period of 2013. Included in net income for the third quarter of 2014 were $6.0 million net non-operating foreign currency gains. Included in the net loss for the third quarter of 2013 was a $22.6 million goodwill impairment loss for Personnel Decision Research Institutes, Inc. (�PDRI�), $6.7 million of pre-tax debt extinguishment costs associated with the refinancing of the Company�s senior secured credit facilities in August 2013, and $2.6 million of net non-operating foreign currency losses. Adjusted net income was $35.8 million and Non-GAAP diluted earnings per share were $1.05 in the third quarter of 2014 compared to $29.1 million and $0.86 in the same period of 2013, respectively.

In the first nine months of 2014, revenue was $668.9 million, a 12.1% increase from $596.6 million in the first nine months of 2013. Net income in the first nine months of 2014 was $22.6 million, or $0.66 per diluted share, compared to $19.4 million, or $0.57 per diluted share, in the same period of 2013. Included in net income for the first nine months of 2014 was a $39.7 million pre-tax impairment loss associated with nondeductible intangible assets and goodwill of PDRI, a $6.6 million pre-tax gain related to a cost method investment, and $2.8 million of net non-operating foreign currency gains. Included in the net loss for the first nine months of 2013 were the PDRI goodwill impairment loss and debt extinguishment costs described above and $2.6 million of net non-operating foreign currency losses. Adjusted net income was $79.7 million and Non-GAAP diluted earnings per share were $2.33 in the first nine months of 2014 compared to $76.6 million and $2.26 in the same period of 2013, respectively.

�During the third quarter we saw solid performance in all of our markets and businesses,� said Tom Monahan, Chairman and CEO. �Our current momentum sustains our revenue outlook, and we are raising our profit expectations for the year. With leverage now in our target range, we also continued to ramp into a programmatic approach to stock repurchase to complement our healthy dividend. Most importantly, our teams are well-positioned to drive strong outcomes as we enter our vital fourth-quarter selling season.�

OUTLOOK FOR 2014

The Company updates its 2014 annual guidance as follows: Adjusted revenue of $915 to $925 million, revenue of $909 to $919 million, capital expenditures of approximately $35 million, Non-GAAP diluted earnings per share of $3.25 to $3.45, an Adjusted EBITDA margin between 24.75% and 25.25%, acquisition related costs of $3 million and depreciation and amortization expense of $69 to $71 million. Adjusted revenue refers to revenue before the impact of the reduction of the revenue of SHL Talent Measurement� and KnowledgeAdvisors recognized in the post-acquisition period to reflect the adjustment of deferred revenue at the acquisition dates to fair value. The estimated reduction in 2014 revenue to reflect the impact of the deferred revenue fair value adjustment is approximately $6 million.

SEGMENT HIGHLIGHTS

The CEB segment includes the historical CEB products and services provided to senior executives and their teams to drive corporate performance. In addition, the CEB segment includes the previously disclosed acquisitions in February 2014 of Talent Neuron, a provider of market intelligence technology tools based on large-scale data analytics, and KnowledgeAdvisors, a provider of analytics solutions for talent development professionals. The 2014 financial results only include the results of operations of Talent Neuron and KnowledgeAdvisors from their respective dates of acquisition. The SHL Talent Measurement segment includes the SHL products and services of cloud-based solutions for talent assessment and talent mobility, as well as professional services that support those solutions. PDRI, a subsidiary acquired as part of the SHL acquisition, is included in the CEB segment. PDRI provides customized personnel assessment and performance management tools and services primarily to various agencies of the US government and also to commercial enterprises.

CEB Segment

Revenue increased in the third quarter of 2014 to $179.1 million from $158.7 million in the same period of 2013. Adjusted revenue increased 13.5% in the third quarter of 2014 to $180.1 million from $158.7 million in the same period of 2013. Adjusted EBITDA in the third quarter of 2014 was $56.3 million compared to $45.0 million in the same period of 2013. Adjusted EBITDA margin in the third quarter of 2014 was 31.3% of segment Adjusted revenue compared to 28.4% in the third quarter of 2013.

Revenue increased in the first nine months of 2014 to $515.2 million from $463.7 million in the same period of 2013. Adjusted revenue increased 11.7% in the first nine months of 2014 to $518.1 million from $463.7 million in the same period of 2013. Adjusted EBITDA in the first nine months of 2014 was $136.3 million compared to $124.9 million in the same period of 2013. Adjusted EBITDA margin in the first nine months of 2014 was 26.3% of segment Adjusted revenue compared to 26.9% in the first nine months of 2013.

Contract Value at September�30, 2014 increased 12.3% to $646.7 million compared to $575.9 million at September�30, 2013. Wallet retention rate at September�30, 2014 was 99% compared to 98% at September�30, 2013. Contract Value per member institution increased 1.6% at September�30, 2014 to $94,267 from $92,792 at September�30, 2013.

SHL Talent Measurement Segment

Revenue increased in the third quarter of 2014 to $49.9 million from $43.0 million in the same period of 2013. Adjusted revenue increased 13.9% in the third quarter of 2014 to $50.6 million from $44.4 million in the same period of 2013. Adjusted EBITDA in the third quarter of 2014 was $10.2 million compared to $5.1 million in the same period of 2013. Adjusted EBITDA margin in the third quarter of 2014 was 20.1% of segment Adjusted revenue compared to 11.5% in the third quarter of 2013.

Revenue increased in the first nine months of 2014 to $153.7 million from $133.0 million in the same period of 2013. Adjusted revenue increased 9.9% in the first nine months of 2014 to $155.7 million from $141.8 million in the same period of 2013. Adjusted EBITDA in the first nine months of 2014 was $25.3 million compared to $23.5 million in the same period of 2013. Adjusted EBITDA margin in the first nine months of 2014 was 16.2% of segment Adjusted revenue compared to 16.6% in the first nine months of 2013.

Wallet retention rate at September�30, 2014 was 106% compared to 97% at September�30, 2013. Unlike CEB members, a majority of SHL Talent Measurement customers do not typically enter into contracts for fixed periods, so Contract Value is not a relevant operating statistic for the segment.

SHARE REPURCHASE

In the third quarter of 2014, the Company repurchased approximately 176,000 shares of its common stock at a total cost of $11.5 million. These purchases were made pursuant to the Company�s existing stock repurchase authorization which expires on December�31, 2014. Repurchases may be made through open market purchases or privately negotiated transactions. The timing of repurchases and the exact number of shares of common stock to be repurchased will be determined by CEB�s management, in its discretion, and will depend upon market conditions and other factors. The purchases will be funded using the Company�s cash on hand and cash generated from operations.

NON-GAAP FINANCIAL MEASURES

This press release and the accompanying tables, as well as earnings discussions, include a discussion of Adjusted revenue, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, and Non-GAAP diluted earnings per share, all of which are non-GAAP financial measures provided as a complement to the results provided in accordance with accounting principles generally accepted in the United States of America (�GAAP�).

The term �Adjusted revenue� refers to revenue before the impact of the reduction of SHL and KnowledgeAdvisors revenue recognized in the post-acquisition period to reflect the adjustment of deferred revenue at the acquisition date to fair value (the �deferred revenue fair value adjustment�).

The term �Adjusted EBITDA� refers to net income (loss) before loss from discontinued operations, net of provision for income taxes; provision for income taxes; interest expense, net; gain on cost method investment; depreciation and amortization; the impact of the deferred revenue fair value adjustment; acquisition related costs; impairment loss; debt extinguishment costs; share-based compensation; costs associated with exit activities; restructuring costs; and gain on acquisition.

The term �Adjusted EBITDA margin� refers to Adjusted EBITDA as a percentage of Adjusted revenue.

The term �Adjusted net income� refers to net income (loss) before loss from discontinued operations, net of provision for income taxes and excludes the after tax effects of the impact of the deferred revenue fair value adjustment; acquisition related costs; impairment loss; gain on cost method investment; share-based compensation; debt extinguishment costs; amortization of acquisition related intangibles; costs associated with exit activities; restructuring costs; and gain on acquisition.

�Non-GAAP diluted earnings per share� refers to diluted earnings (loss) per share before the per share effect of loss from discontinued operations, net of provision for income taxes and excludes the after tax per share effects of the impact of the deferred revenue fair value adjustment; acquisition related costs; impairment loss; gain on cost method investment; share-based compensation; debt extinguishment costs; amortization of acquisition related intangibles; costs associated with exit activities; restructuring costs; and gain on acquisition.

We believe that these non-GAAP financial measures are relevant and useful supplemental information for evaluating our results of operations as compared from period to period and as compared to our competitors. We use these non-GAAP financial measures for internal budgeting and other managerial purposes, including comparison against our competitors, when publicly providing our business outlook, and as a measurement for potential acquisitions. These non-GAAP financial measures are not defined in the same manner by all companies and therefore may not be comparable to other similarly titled measures used by other companies.

Our non-GAAP financial measures reflect adjustments based on the following items, as well as the related income tax effects:

�

� � � Certain business combination accounting entries and expenses related to acquisitions: We have adjusted for the impact of the deferred revenue fair value adjustment, amortization of acquisition related intangibles, and acquisition related costs. We incurred transaction and certain other operating expenses in connection with our acquisitions which we generally would not have otherwise incurred in the periods presented as a part of our continuing operations. We believe that excluding these acquisition related items from our non-GAAP financial measures provides useful supplemental information to our investors and is important in illustrating what our core operating results would have been had we not incurred these acquisition related items since the nature, size, and number of acquisitions can vary from period to period.

�

� � � Share-based compensation: Although share-based compensation is a key incentive offered to our employees, we evaluate our operating results excluding such expense. Accordingly, we exclude share-based compensation from our non-GAAP financial measures because we believe it provides valuable supplemental information that helps investors have a more complete understanding of our operating results. In addition, we believe the exclusion of this expense facilitates the ability of our investors to compare our operating results with those of other peer companies, many of which also exclude such expense in determining their non-GAAP measures, given varying valuation methodologies, subjective assumptions, and the variety and amount of award types that may be utilized.

�

� � � Impairment loss, gain on cost method investment, and debt extinguishment costs: We believe that excluding these items from our non-GAAP financial measures provides useful supplemental information to our investors and is important in illustrating what our core operating results would have been had we not incurred these items. We exclude these items because management does not believe they correlate to the ongoing operating results of the business.

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

A reconciliation of these non-GAAP measures to the most directly comparable GAAP measure is included in the accompanying tables.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements using words such as �estimates,� �expects,� �anticipates,� �projects,� �plans,� �intends,� �believes,� �forecasts,� and variations of such words or similar expressions are intended to identify forward-looking statements. In addition, all statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to our updated 2014 annual guidance. You are hereby cautioned that these statements are based upon our expectations at the time we make them and may be affected by important factors including, among others, the factors set forth below and in our filings with the US Securities and Exchange Commission (�SEC�), and consequently, actual operations and results may differ materially from the results discussed in the forward-looking statements. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. Factors that could cause actual results to differ materially from those indicated by forward-looking statements include, among others, our dependence on renewals of our membership-based services, the sale of additional programs to existing members and our ability to attract new members, our potential failure to adapt to changing member needs and demands, our potential failure to develop and sell, or expand sales markets for our SHL Talent Measurement tools and services, our potential inability to attract and retain a significant number of highly skilled employees or successfully manage succession planning issues, fluctuations in operating results, our potential inability to protect our intellectual property rights, our potential inability to adequately maintain and protect our information technology infrastructure and our member and client data, potential confusion about our rebranding, including our integration of the SHL brand, our potential exposure to loss of revenue resulting from our unconditional service guarantee, exposure to litigation related to our content, various factors that could affect our estimated income tax rate or our ability to use our existing deferred tax assets, changes in estimates, assumptions or revenue recognition policies used to prepare our consolidated financial statements, including those related to testing for potential goodwill impairment, our potential inability to make, integrate and maintain acquisitions and investments, the amount and timing of the benefits expected from acquisitions and investments, the risk that we will be required to recognize additional impairments to the carrying value of the significant goodwill and amortizable intangible asset amounts included in our balance sheet as a result of our acquisitions, which would require us to record charges that would reduce our reported results, our potential inability to effectively manage the risks associated with the indebtedness we incurred and the senior secured credit facilities we entered into in connection with our acquisition of SHL or any additional indebtedness we may incur in the future, our potential inability to effectively manage the risks associated with our international operations, including the risk of foreign currency exchange fluctuations, our potential inability to effectively anticipate, plan for and respond to changing economic and financial markets conditions, especially in light of ongoing uncertainty in the worldwide economy, the US economy, and possible volatility of our stock price. Various important factors that could cause our actual results to differ from our expected or historical results are discussed more fully in the �Management�s Discussion and Analysis of Financial Condition and Results of Operations� and �Risk Factors� sections of our filings with the SEC, including, but not limited to, our 2013 Annual Report on Form 10-K filed on March�3, 2014. The forward-looking statements in this press release are made as of October�28, 2014, and we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

ABOUT CEB

CEB, the leading member-based advisory company, equips more than 10,000 organizations around the globe with insights, tools and actionable solutions to transform enterprise performance. By combining advanced research and analytics with best practices from member companies, CEB helps leaders realize outsized returns by more effectively managing talent, information, customers and risk. Member companies include nearly 90% of the Fortune 500, more than 75% of the Dow Jones Asian Titans, and 85% of the FTSE 100. More at www.cebglobal.com.

THE CORPORATE EXECUTIVE BOARD COMPANY

Financial Highlights and Other Operating Statistics

�

� � Selected
Percentage
Changes		 � � Three Months Ended
September�30,		 � � Selected
Percentage
Changes		 � � Nine Months Ended
September�30,		 �
� � � 2014 � � 2013 � � � 2014 � � 2013 �

Financial Highlights:

 � � � � � �

(In thousands, except per share data)

 � � � � � �

Revenue

 � � 13.5 %� � $ 229,008 �� � $ 201,735 � � � 12.1 %� � $ 668,872 � � $ 596,617 ��

Adjusted revenue

 � � 13.6 %� � $ 230,711 �� � $ 203,102 �� � � 11.3 %� � $ 673,809 �� � $ 605,443 ��

Net income (loss)

 � � $ 21,382 � � $ (5,383 ) � � 16.6 %� � $ 22,617 � � $ 19,393 �

Adjusted net income

 � � 23.0 %� � $ 35,833 � � $ 29,139 � � � 4.0 %� � $ 79,685 � � $ 76,587 ��

Adjusted EBITDA

 � � 32.6 %� � $ 66,508 �� � $ 50,139 �� � � 8.9 %� � $ 161,579 �� � $ 148,362 ��

Adjusted EBITDA margin

 � � � 28.8 %� � � 24.7 %� � � � 24.0 %� � � 24.5 %�

Diluted earnings (loss) per share

 � � $ 0.63 � � $ (0.16 ) � � 15.8 %� � $ 0.66 � � $ 0.57 �

Non-GAAP diluted earnings per share

 � � 22.1 %� � $ 1.05 �� � $ 0.86 �� � � 3.1 %� � $ 2.33 �� � $ 2.26 ��

Other Operating Statistics:

 � � � � � �

CEB segment Contract Value (in thousands)�(1)

 � � � � � 12.3 %� � $ 646,685 �� � $ 575,878 ��

CEB segment Member institutions (2)

 � � � � � 10.5 %� � � 6,847 �� � � 6,197 ��

CEB segment Contract Value per member institution (2)

 � � � � � 1.6 %� � $ 94,267 �� � $ 92,792 ��

CEB segment Wallet retention rate (3)

 � � � � � � 99 %� � � 98 %�

SHL Talent Measurement segment Wallet retention rate (4)

 � � � � � � 106 %� � � 97 %�

�

(1) We define �CEB segment Contract Value,� at the end of the quarter, as the aggregate annualized revenue attributed to all agreements in effect on such date, without regard to the remaining duration of any such agreement. CEB segment Contract Value does not include the impact of PDRI.
(2) We define �CEB segment Member institutions,� at the end of the quarter, as member institutions with Contract Value in excess of $10,000. The same definition is applied to �CEB segment Contract Value per member institution.�
(3) We define �CEB segment Wallet retention rate,� at the end of the quarter, as the total current year segment Contract Value from prior year members as a percentage of the total prior year segment Contract Value. The CEB segment Wallet retention rate does not include the impact of PDRI.
(4) We define �SHL Talent Measurement segment Wallet retention rate,� at the end of the quarter on a constant currency basis, as the last current 12 months of total segment Adjusted revenue from prior year customers as a percentage of the prior 12 months of total segment Adjusted revenue.

THE CORPORATE EXECUTIVE BOARD COMPANY

Unaudited Consolidated Statements of Operations

(In thousands, except per share data)

�

� �� Three Months Ended
September�30,		 � � Nine Months Ended
September�30,		 �
� �� 2014 � � 2013 � � 2014 � � 2013 �

Revenue (1)

 �� $ 229,008 �� � $ 201,735 �� � $ 668,872 �� � $ 596,617 ��

Costs and expenses:

 �� � � �

Cost of services

 �� � 80,019 �� � � 72,387 �� � � 243,240 �� � � 219,175 ��

Member relations and marketing

 �� � 68,178 �� � � 60,481 � � � 203,107 � � � 174,377 ��

General and administrative

 �� � 25,700 �� � � 21,213 �� � � 81,090 �� � � 71,683 ��

Acquisition related costs (2)

 �� � 407 � � � 4,022 � � � 2,852 � � � 7,044 �

Impairment loss

 �� � ��� �� � � 22,600 �� � � 39,700 �� � � 22,600 ��

Depreciation and amortization

 �� � 16,655 �� � � 15,287 �� � � 51,586 �� � � 44,776 �
��

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 �

Total costs and expenses

 �� � 190,959 � � � 195,990 � � � 621,575 � � � 539,655 �
��

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 �

Operating profit

 �� � 38,049 �� � � 5,745 �� � � 47,297 �� � � 56,692 ��

Other income (expense), net

 �� � � �

Interest income and other (3)

 �� � 5,934 �� � � (2,093 )� � � 3,846 �� � � (797 )

Interest expense

 �� � (4,561 )� � � (4,956 )� � � (13,872 )� � � (17,596 )�

Gain on cost method investment

 �� � ��� �� � � ��� �� � � 6,585 �� � � ��� ��

Debt extinguishment costs

 �� � ��� �� � � (6,691 )� � � ��� �� � � (6,691 )
��

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 �

Other income (expense), net

 �� � 1,373 �� � � (13,740 )� � � (3,441 )� � � (25,084 )
��

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 �

Income (loss) before provision for income taxes

 �� � 39,422 � � � (7,995 )� � � 43,856 � � � 31,878 ��

Provision for income taxes

 �� � 18,040 �� � � (2,612 )� � � 21,239 � � � 12,485 �
��

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 �

Net income (loss)

 �� $ 21,382 � � $ (5,383 )� � $ 22,617 � � $ 19,393 �
��

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 �

Basic earnings (loss) per share

 �� $ 0.63 � � $ (0.16 ) � $ 0.67 � � $ 0.58 �

Diluted earnings (loss) per share

 �� $ 0.63 � � $ (0.16 ) � $ 0.66 � � $ 0.57 �

Weighted average shares outstanding

 �� � � �

Basic

 �� � 33,789 � � � 33,597 � � � 33,761 � � � 33,519 �

Diluted

 �� � 34,049 � � � 33,933 � � � 34,133 � � � 33,899 �

Percentage of Adjusted Revenue

 �� � � �

Cost of services

 �� � 34.7 %� � � 35.6 %� � � 36.1 %� � � 36.2 %�

Member relations and marketing

 �� � 29.6 %� � � 29.8 %� � � 30.1 %� � � 28.8 %�

General and administrative

 �� � 11.1 %� � � 10.4 %� � � 12.0 %� � � 11.8 %�

Depreciation and amortization

 �� � 7.2 %� � � 7.5 %� � � 7.7 %� � � 7.4 %�

Operating profit

 �� � 16.5 %� � � 2.8 %� � � 7.0 %� � � 9.4 %�

Adjusted EBITDA (4)

 �� � 28.8 %� � � 24.7 %� � � 24.0 %� � � 24.5 %�

�

(1) Net of a $1.7 million and $4.9 million reduction to reflect the impact of the deferred revenue fair value adjustment in the three and nine months ended September�30, 2014, respectively, and $1.4 million and $8.8 million in the three and nine months ended September�30, 2013, respectively.
(2) Acquisition related costs in the three and nine months ended September�30, 2014 primarily relate to transaction and integration costs associated with the acquisitions of KnowledgeAdvisors and Talent Neuron. Acquisition related costs in the three and nine months ended September�30, 2013 primarily relate to integration costs associated with the SHL acquisition.
(3) Interest income and other in the three months ended September�30, 2014 includes $6.0 million of net foreign currency gains and $0.3 million of other income partially offset by $0.4 million decrease in the fair value of deferred compensation plan assets. Interest income and other in the three months ended September�30, 2013 includes $2.6 million of net foreign currency losses and $0.4 million of other loss partially offset by $0.8 million increase in the fair value of deferred compensation plan assets and $0.1 million of interest income. Interest income and other in the nine months ended September�30, 2014 includes a $0.4 million increase in the fair value of deferred compensation plan assets, $2.8 million of net foreign currency gains, $0.2 million of interest income and $0.4 million of other income. Interest income and other in the nine months ended September�30, 2013 includes $2.6 million of net foreign currency losses offset by $1.4 million increase in the fair value of deferred compensation plan assets, $0.3 million of other income, and $0.1 million of interest income. Net non-operating foreign currency gains and losses included in other income primarily result from the remeasurement of foreign currency cash balances held by CEB US and subsidiaries with the USD as their functional currency, USD cash balances held by subsidiaries with a functional currency other than the USD, certain intercompany notes, and the balance sheets of non-US subsidiaries whose functional currency is the USD.
(4) See �Non-GAAP Financial Measures� for further explanation.

THE CORPORATE EXECUTIVE BOARD COMPANY

Segment Operating Results

(In thousands)

�

� �� Three Months Ended
September�30,		 � � Nine Months Ended
September�30,		 �
� �� 2014 � � 2013 � � 2014 � � 2013 �

Adjusted Revenue (1)

 �� � � �

CEB segment

 �� $ 180,128 � � $ 158,709 � � $ 518,064 � � $ 463,666 �

SHL Talent Measurement segment

 �� � 50,583 �� � � 44,393 �� � � 155,745 �� � � 141,777 ��
��

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 �
�� $ 230,711 �� � $ 203,102 � � $ 673,809 �� � $ 605,443 �
��

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 �

Adjusted EBITDA (1)(2)(3)

 �� � � �

CEB segment

 �� $ 56,343 � � $ 45,014 �� � $ 136,328 � � $ 124,879 ��

SHL Talent Measurement segment

 �� � 10,165 � � � 5,125 � � � 25,251 � � � 23,483 �
��

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 �
�� $ 66,508 �� � $ 50,139 �� � $ 161,579 �� � $ 148,362 ��
��

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 �

Adjusted EBITDA Margin (1)(2)(3)

 �� � � �

CEB segment

 �� � 31.3 %� � � 28.4 %� � � 26.3 %� � � 26.9 %�

SHL Talent Measurement segment

 �� � 20.1 %� � � 11.5 %� � � 16.2 %� � � 16.6 %�

Consolidated

 �� � 28.8 %� � � 24.7 %� � � 24.0 %� � � 24.5 %�

�

(1) See �Non-GAAP Financial Measures� for further explanation.
(2) Non-operating foreign currency gains and (losses) included in Other income were $6.0 million and $2.8 million in the three and nine months ended September�30, 2014 and ($2.6) million in each of the three and nine months ended September�30, 2013, respectively.
(3) On a constant currency basis that used the same foreign exchanges rates to translate financial data into US dollars as used for the prior year period, operating profit would have been approximately $1 million and $4 million higher in the three and nine months ended September�30, 2014, respectively.

THE CORPORATE EXECUTIVE BOARD COMPANY

Condensed Consolidated Balance Sheets

(In thousands)

�

� �� September�30,�2014 � �� December�31,�2013 �
� �� (unaudited) � �� � �

Assets

 �� ��

Current assets:

 �� ��

Cash and cash equivalents

 �� $ 87,045 � �� $ 119,554 �

Accounts receivable, net (1)

 �� � 194,256 � �� � 271,264 �

Deferred income taxes, net

 �� � 14,411 � �� � 17,524 �

Deferred incentive compensation

 �� � 22,280 � �� � 24,472 �

Prepaid expenses and other current assets

 �� � 29,988 � �� � 29,355 �
��

�

�

 � ��

�

�

 �

Total current assets

 �� � 347,980 � �� � 462,169 �

Deferred income taxes, net

 �� � 1,500 � �� � 1,230 �

Property and equipment, net

 �� � 116,730 � �� � 106,854 �

Goodwill

 �� � 457,159 � �� � 442,775 �

Intangible assets, net

 �� � 279,607 � �� � 309,692 �

Other non-current assets

 �� � 70,511 � �� � 60,955 �
��

�

�

 � ��

�

�

 �

Total assets

 �� $ 1,273,487 � �� $ 1,383,675 �
��

�

�

 � ��

�

�

 �

Liabilities and stockholders� equity

 �� ��

Current liabilities:

 �� ��

Accounts payable and accrued liabilities

 �� $ 62,411 � �� $ 85,294 �

Accrued incentive compensation

 �� � 47,891 � �� � 61,498 �

Deferred revenue (2)

 �� � 384,540 � �� � 416,367 ��

Deferred income taxes, net

 �� � 457 �� �� � 969 ��

Debt � current portion

 �� � 12,769 � �� � 10,274 �
��

�

�

 � ��

�

�

 �

Total current liabilities

 �� � 508,068 � �� � 574,402 �

Deferred income taxes

 �� � 45,120 � �� � 48,553 �

Other liabilities

 �� � 118,393 � �� � 115,424 �

Debt � long term

 �� � 495,353 � �� � 505,554 �
��

�

�

 � ��

�

�

 �

Total liabilities

 �� � 1,166,934 � �� � 1,243,933 �

Total stockholders� equity

 �� � 106,553 � �� � 139,742 �
��

�

�

 � ��

�

�

 �

Total liabilities and stockholders� equity

 �� $ 1,273,487 � �� $ 1,383,675 �
��

�

�

 � ��

�

�

 �

�

(1) Includes accounts receivable, net of $57.3 million and $59.3 million at September�30, 2014 and December�31, 2013, respectively, related to the SHL Talent Measurement segment.
(2) Includes deferred revenue of $65.3 million and $59.1 million at September�30, 2014 and December�31, 2013, respectively, related to the SHL Talent Measurement segment.

THE CORPORATE EXECUTIVE BOARD COMPANY

Unaudited Consolidated Statements of Cash Flows

(In thousands)

�

� �� Nine�Months�Ended�September�30, �
� �� 2014 � � 2013 �

CASH FLOWS FROM OPERATING ACTIVITIES:

 �� �

Net income

 �� $ 22,617 �� � $ 19,393 ��

Adjustments to reconcile net income to net cash flows provided by operating activities:

 �� �

Impairment loss

 �� � 39,700 �� � � 22,600 ��

Debt extinguishment costs

 �� � ��� �� � � 6,691 ��

Exit costs

 �� � ��� �� � � 1,007 ��

Gain on cost method investment

 �� � (6,585 )� � � ��� ��

Depreciation and amortization

 �� � 51,586 �� � � 44,776 ��

Amortization of credit facility issuance costs

 �� � 1,954 �� � � 2,308 ��

Deferred income taxes

 �� � (6,674 )� � � (8,530 )�

Share-based compensation

 �� � 11,601 �� � � 9,123 ��

Excess tax benefits from share-based compensation arrangements

 �� � (3,058 )� � � (4,036 )�

Net foreign currency remeasurement (gain) loss

 �� � (1,608 )� � � 1,064 ��

Changes in operating assets and liabilities:

 �� �

Accounts receivable, net

 �� � 78,439 �� � � 56,554 ��

Deferred incentive compensation

 �� � 2,004 �� � � (1,059 )�

Prepaid expenses and other current assets

 �� � 113 �� � � (21,665 )�

Other non-current assets

 �� � (1,924 )� � � (1,107 )�

Accounts payable and accrued liabilities

 �� � (21,883 )� � � (11,863 )�

Accrued incentive compensation

 �� � (13,418 )� � � (10,180 )�

Deferred revenue

 �� � (36,881 )� � � (16,693 )�

Other liabilities

 �� � 1,913 �� � � 6,621 ��
��

�

�

 � �

�

�

 �

Net cash flows provided by operating activities

 �� � 117,896 �� � � 95,004 ��

CASH FLOWS FROM INVESTING ACTIVITIES:

 �� �

Purchases of property and equipment

 �� � (31,310 )� � � (23,038 )�

Cost method and other investments

 �� � (3,735 )� � � (11,213 )�

Acquisition of businesses, net of cash acquired

 �� � (58,902 )� � � ��� ��
��

�

�

 � �

�

�

 �

Net cash flows used in investing activities

 �� � (93,947 )� � � (34,251 )�

CASH FLOWS FROM FINANCING ACTIVITIES:

 �� �

Proceeds from credit facility

 �� � ��� �� � � 5,000 ��

Payments of credit facility

 �� � (8,064 )� � � (29,314 )�

Proceeds from the exercise of common stock options

 �� � ��� �� � � 1,098 ��

Proceeds from the issuance of common stock under the employee stock purchase plan

 �� � 885 �� � � 653 ��

Excess tax benefits from share-based compensation arrangements

 �� � 3,058 �� � � 4,036 ��

Purchase of treasury shares

 �� � (16,039 )� � � (2,751 )�

Credit facility issuance costs

 �� � ��� �� � � (4,156 )�

Withholding of shares to satisfy minimum employee tax withholding for equity awards

 �� � (6,817 )� � � (6,556 )�

Payment of dividends

 �� � (26,524 )� � � (22,624 )�
��

�

�

 � �

�

�

 �

Net cash flows used in financing activities

 �� � (53,501 )� � � (54,614 )�

Effect of exchange rates on cash

 �� � (2,957 )� � � (991 )�
��

�

�

 � �

�

�

 �

Net (decrease) increase in cash and cash equivalents

 �� � (32,509 )� � � 5,148 ��

Cash and cash equivalents, beginning of year

 �� � 119,554 �� � � 72,699 ��
��

�

�

 � �

�

�

 �

Cash and cash equivalents, end of period

 �� $ 87,045 �� � $ 77,847 ��
��

�

�

 � �

�

�

 �

THE CORPORATE EXECUTIVE BOARD COMPANY

Reconciliation of Non-GAAP Financial Measures

(In thousands, except per share data)

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

Adjusted Revenue

�

� �� Three�Months�Ended�September�30,�2014 � �� Three�Months�Ended�September�30,�2013 �
� �� CEB � �� SHL � �� Total � �� CEB � �� SHL � �� Total �

Revenue

 �� $ 179,100 �� �� $ 49,908 �� �� $ 229,008 �� �� $ 158,709 �� �� $ 43,026 �� �� $ 201,735 ��

Impact of the deferred revenue fair value adjustment

 �� � 1,028 �� �� � 675 �� �� � 1,703 �� �� � ��� �� �� � 1,367 �� �� � 1,367 ��
��

�

�

 � ��

�

�

 � ��

�

�

 � ��

�

�

 � ��

�

�

 � ��

�

�

 �

Adjusted revenue

 �� $ 180,128 �� �� $ 50,583 �� �� $ 230,711 �� �� $ 158,709 �� �� $ 44,393 �� �� $ 203,102 ��
��

�

�

 � ��

�

�

 � ��

�

�

 � ��

�

�

 � ��

�

�

 � ��

�

�

 �
� �� Nine�Months�Ended�September�30,�2014 � �� Nine�Months�Ended�September�30,�2013 �
� �� CEB � �� SHL � �� Total � �� CEB � �� SHL � �� Total �

Revenue

 �� $ 515,189 �� �� $ 153,683 �� �� $ 668,872 �� �� $ 463,666 �� �� $ 132,951 �� �� $ 596,617 ��

Impact of the deferred revenue fair value adjustment

 �� � 2,875 �� �� � 2,062 �� �� � 4,937 �� �� � ��� �� �� � 8,826 �� �� � 8,826 ��
��

�

�

 � ��

�

�

 � ��

�

�

 � ��

�

�

 � ��

�

�

 � ��

�

�

 �

Adjusted revenue

 �� $ 518,064 �� �� $ 155,745 �� �� $ 673,809 �� �� $ 463,666 �� �� $ 141,777 �� �� $ 605,443 ��
��

�

�

 � ��

�

�

 � ��

�

�

 � ��

�

�

 � ��

�

�

 � ��

�

�

 �

Adjusted EBITDA

�

� �� Three�Months�Ended�September�30,�2014 � � Three�Months�Ended�September�30,�2013 �
� �� CEB � � SHL � � Total � � CEB � � SHL � � Total �

Net income (loss)

 �� � � $ 21,382 �� � � � $ (5,383 )

Provision for income taxes

 �� � � � 18,040 �� � � � � (2,612 )�

Interest expense, net

 �� � � � 4,477 �� � � � � 4,901 ��

Debt extinguishment costs

 �� � � � ��� �� � � � � 6,691 ��

Other (income) expense, net

 �� � � � (5,850 )� � � � � 2,148 ��
�� � �

�

�

 � � � �

�

�

 �

Operating profit (loss)

 �� $ 39,750 �� � $ (1,701 )� � � 38,049 �� � $ 10,357 �� � $ (4,612 )� � � 5,745 ��

Other income (expense), net

 �� � 3,659 �� � � 2,191 �� � � 5,850 �� � � (521 )� � � (1,627 )� � � (2,148 )�

Depreciation and amortization

 �� � 7,917 �� � � 8,738 �� � � 16,655 �� � � 6,964 �� � � 8,323 �� � � 15,287 ��

Impact of the deferred revenue fair value adjustment

 �� � 1,028 �� � � 675 �� � � 1,703 �� � � ��� �� � � 1,367 �� � � 1,367 ��

Acquisition related costs

 �� � 407 �� � � ��� �� � � 407 �� � � 2,808 �� � � 1,214 �� � � 4,022 ��

Impairment loss

 �� � ��� �� � � ��� �� � � ��� �� � � 22,600 �� � � ��� �� � � 22,600 ��

Share-based compensation

 �� � 3,582 �� � � 262 �� � � 3,844 �� � � 2,806 �� � � 460 �� � � 3,266 ��
��

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 �

Adjusted EBITDA

 �� $ 56,343 �� � $ 10,165 �� � $ 66,508 �� � $ 45,014 �� � $ 5,125 �� � $ 50,139 ��
��

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 �

Adjusted EBITDA margin

 �� � 31.3 %� � � 20.1 %� � � 28.8 %� � � 28.4 %� � � 11.5 %� � � 24.7 %�
��

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 �

� �� Nine�Months�Ended�September�30,�2014 � � Nine�Months�Ended�September�30,�2013 �
� �� CEB � � SHL � � Total � � CEB � � SHL � � Total �

Net income

 �� � � $ 22,617 �� � � � $ 19,393 ��

Provision for income taxes

 �� � � � 21,239 �� � � � � 12,485 ��

Interest expense, net

 �� � � � 13,632 �� � � � � 17,424 ��

Gain on cost method investment

 �� � � � (6,585 )� � � � � ��� ��

Debt extinguishment costs

 �� � � � ��� �� � � � � 6,691 ��

Other (income) expense, net

 �� � � � (3,606 )� � � � � 969 ��
�� � �

�

�

 � � � �

�

�

 �

Operating profit (loss)

 �� $ 52,966 �� � $ (5,669 )� � � 47,297 �� � $ 67,683 �� � $ (10,721 )� � � 56,962 ��

Other income (expense), net

 �� � 2,570 �� � � 1,036 �� � � 3,606 �� � � 351 �� � � (1,320 )� � � (969 )�

Depreciation and amortization

 �� � 25,052 �� � � 26,534 �� � � 51,586 �� � � 21,256 �� � � 23,520 �� � � 44,776 ��

Impact of the deferred revenue fair value adjustment

 �� � 2,875 �� � � 2,062 �� � � 4,937 �� � � ��� �� � � 8,826 �� � � 8,826 ��

Acquisition related costs

 �� � 2,852 �� � � ��� �� � � 2,852 �� � � 4,827 �� � � 2,217 �� � � 7,044 ��

Impairment loss

 �� � 39,700 �� � � ��� �� � � 39,700 �� � � 22,600 �� � � ��� �� � � 22,600 ��

Share-based compensation

 �� � 10,313 �� � � 1,288 �� � � 11,601 �� � � 8,162 �� � � 961 �� � � 9,123 ��
��

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 �

Adjusted EBITDA

 �� $ 136,328 �� � $ 25,251 �� � $ 161,579 �� � $ 124,879 �� � $ 23,483 �� � $ 148,362 ��
��

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 �

Adjusted EBITDA margin

 �� � 26.3 %� � � 16.2 %� � � 24.0 %� � � 26.9 %� � � 16.6 %� � � 24.5 %�
��

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 � �

�

�

 �

Adjusted Net Income

�

� �� Three Months Ended
September�30,		 � � Nine Months Ended
September�30,		 �
� �� 2014 � �� 2013 � � 2014 � � 2013 �

Net income (loss)

 �� $ 21,382 �� �� $ (5,383 )� � $ 22,617 �� � $ 19,393 ��

Impact of the deferred revenue fair value adjustment (1)

 �� � 1,143 �� �� � 1,088 �� � � 3,270 �� � � 6,398 ��

Acquisition related costs (1)

 �� � 244 �� �� � 2,624 �� � � 1,789 �� � � 4,582 ��

Impairment loss (2)

 �� � 3,814 �� �� � 18,401 �� � � 27,953 �� � � 18,401 ��

Gain on cost method investment (1)

 �� � ��� �� �� � ��� �� � � (3,944 )� � � ��� ��

Debt extinguishment costs (1)

 �� � ��� �� �� � 4,001 �� � � ��� �� � � 4,001 ��

Share-based compensation (1)

 �� � 2,420 �� �� � 2,015 �� � � 7,241 �� � � 5,620 ��

Amortization of acquisition related intangibles (1)

 �� � 6,830 �� �� � 6,393 �� � � 20,759 �� � � 18,192 ��
��

�

�

 � ��

�

�

 � �

�

�

 � �

�

�

 �

Adjusted net income

 �� $ 35,833 �� �� $ 29,139 �� � $ 79,685 �� � $ 76,587 ��
��

�

�

 � ��

�

�

 � �

�

�

 � �

�

�

 �

Non-GAAP Earnings per Diluted Share

�

� �� Three�Months�Ended
September�30,		 � � Nine�months�Ended
September�30,		 �
� �� 2014 � �� 2013 � � 2014 � � 2013 �

Diluted earnings (loss) per share

 �� $ 0.63 �� �� $ (0.16 )� � $ 0.66 �� � $ 0.57 ��

Impact of the deferred revenue fair value adjustment (1)

 �� � 0.03 �� �� � 0.03 �� � � 0.10 �� � � 0.19 ��

Acquisition related costs (1)

 �� � 0.01 �� �� � 0.08 �� � � 0.05 �� � � 0.13 ��

Impairment loss (2)

 �� � 0.11 �� �� � 0.54 �� � � 0.82 �� � � 0.54 ��

Gain on cost method investment (1)

 �� � ��� �� �� � ��� �� � � (0.12 )� � � ��� ��

Debt extinguishment costs (1)

 �� � ��� �� �� � 0.12 �� � � ��� �� � � 0.12 ��

Share-based compensation (1)

 �� � 0.07 �� �� � 0.06 �� � � 0.21 �� � � 0.17 ��

Amortization of acquisition related intangibles (1)

 �� � 0.20 �� �� � 0.19 �� � � 0.61 �� � � 0.54 ��
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Non-GAAP diluted earnings per share

 �� $ 1.05 �� �� $ 0.86 �� � $ 2.33 �� � $ 2.26 ��
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(1) Adjustments are net of the estimated income tax effect using statutory rates based on the relative amounts allocated to each jurisdiction in the applicable period. The following income tax rates were used: 33% in 2014 and 29% in 2013 for the deferred revenue fair value adjustment; 37% in 2014 and 2013 for acquisition related costs; 40% in 2014 for the gain on cost method investment; 38% in 2014 and 39% in 2013 for share-based compensation; 40% in 2013 for debt extinguishment costs; and 30% in 2014 and 32% in 2013 for amortization of acquisition related intangibles.
(2) The $39.7 million impairment loss associated with PDRI�s non-deductible intangible assets and goodwill recognized in the second quarter of 2014 was not treated as a discrete event in the provision for income taxes; rather, it was considered to be a component of the estimated annual effective tax rate. Approximately $3.8 million and $4.2 million of the income tax effect associated with the non-deductible goodwill impairment loss was reflected in the income tax provision in the three and nine months ended September�30, 2014 and the remaining tax effect of approximately $3.4 million will be added back in the fourth quarter of 2014 to bring the full year adjustment to $31.4 million.

With respect to our 2014 annual guidance, reconciliations of net income to Adjusted EBITDA, net income to Adjusted net income, and GAAP diluted earnings per share to Non-GAAP diluted earnings per share as projected for 2014 are not provided because we cannot, without unreasonable effort, determine the components of net income and GAAP diluted earnings per share to provide reconciliations with certainty.


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