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The following discussion should be read in conjunction with our historical financial statements and related notes included in
our annual report on Form 10-K for the year ended December 31, 2025 and the condensed consolidated financial statements
and related notes included elsewhere in this quarterly report on Form 10-Q. Certain statements in this section are forward-
looking, subject to the risks and uncertainties described in the Cautionary Note Regarding Forward-Looking Statements and
in Item 1A. Risk Factors of this quarterly report, as well as the factors described under Item 1A. Risk Factors in our most
recently filed annual report on Form 10-K.
Overview
We are a leading global provider of transformative intelligence. We support the entire innovation lifecycle, from cultivating
curiosity to protecting the world’s critical intellectual property assets. Our aim is to fuel the world’s greatest breakthroughs
by harnessing the power of human ingenuity. From research and learning to commercialization, we offer intelligence
solutions, workflow solutions, and tech-enabled services to customers in the Academia & Government (“A&G”), Intellectual
Property (“IP”), and Life Sciences & Healthcare (“LS&H”) end markets, which form the basis of our reportable segment
structure.
•Intelligence solutions. Continuously enriched, up-to-date knowledge assets, combining expert-curated data, structured
taxonomies, and analytical models that transform complex information into actionable insights powered by a unique
combination of AI-enabled software and human expertise.
•Workflow solutions. Automated, flexible software tools complemented by our enriched data sets and expert analysis
tailored to meet specific needs.
•Tech-enabled services. We are home to industry specialists, consultants, and data scientists with deep subject-matter
expertise and global experience.
In July 2026, we announced that we entered into a definitive agreement to sell the LS&H business. We anticipate that the
transaction will close by the end of 2026, subject to customary closing conditions, including regulatory approvals and the
expiration of applicable waiting periods. Beginning in the third quarter of 2026, the LS&H business will be presented as a
discontinued operation.
Key Performance Indicators
We regularly monitor organic revenue growth, annualized contract value (“ACV”), annual renewal rates, Adjusted EBITDA,
Adjusted EBITDA margin, and Free cash flow as key performance indicators that we use to evaluate our business and trends,
measure performance, prepare financial projections, and make strategic decisions.
Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow are financial measures that are not prepared in accordance
with U.S. generally accepted accounting principles (“non-GAAP”). Although we believe these measures may be useful to
investors in evaluating our business, these measures are not a substitute for GAAP financial measures or disclosures.
Reconciliations of our non-GAAP measures from the most directly comparable GAAP measures are provided further below.
Organic revenue growth
We define organic revenue as revenue generated from pricing, up-selling, securing new customers, sales of new or enhanced
products, and similar activities. Organic revenues exclude revenues from acquisitions and disposals (including divestitures)
completed within the past 12 months and the impact from changes in foreign currency exchange rates (“FX”).
We review year-over-year organic revenue growth in our segments as a key measure of our success in addressing customer
needs. We also review year-over-year organic revenue growth by transaction type to help us identify and address broad
changes in product mix, and by geography to help us identify and address changes and revenue trends by region.
Annualized contract value
Our ACV, at any point in time, represents the annualized value of all active customer subscription-based license agreements
for the next 12 months, assuming those coming up for renewal during the measurement period are renewed at their current
price level. We use ACV as a key indicator of the health and trajectory of our core business as well as to assist in the
evaluation of underlying sales execution and customer engagement trends. This metric is particularly important to us because
the majority of our revenues are generated from subscription-based license agreements.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
Actual subscription revenues that we recognize during any 12-month period are likely to differ from ACV at the beginning of
that period, sometimes significantly, due to subsequent changes in volume (including upgrades, downgrades, new business,
and cancellations) and price, acquisitions, divestitures and disposals, and changes in FX.
Our organic ACV grew 1.5% compared to June 30, 2025, primarily driven by improved product pricing. Our total ACV for
June 30, 2026, compared to June 30, 2025, increased 3.1%, primarily due to improved product pricing and FX movements.
Annual renewal rate
Our annual renewal rate, at any point in time, represents (a) the annualized value of all active customer subscription-based
license agreements renewed during the measurement period (including the value of any product downgrades), divided by
(b) the annualized value of all active subscription-based license agreements that were up for renewal during the measurement
period. “Open renewals,” which we define as active customer subscription-based license agreements that were up for renewal
during the measurement period but were neither renewed nor canceled, are excluded from both the numerator and
denominator of the calculation. Additionally, the impact from product downgrades upon renewal is reflected in the annual
renewal calculation, but the impact from product upgrades is not, because upgrades reflect the purchase of additional
products and services. The impact of upgrades, new subscriptions, and improved product pricing is reflected in ACV, but not
in annual renewal rates.
As the majority of our revenues are generated from subscription-based license agreements, we use the annual renewal rate as
a key indicator of our ability to retain existing customers, evaluate the execution of our sales strategy and customer
engagement trends, and to help analyze our historical results and prepare financial projections.
Our annual renewal rate of 91.9% as of June 30, 2026 remained stable compared to December 31, 2025.
Adjusted EBITDA and Adjusted EBITDA margin
We use Adjusted EBITDA as a basis for evaluating our ongoing operating performance, and we believe it is useful for
investors to understand the underlying trends of our operations. Adjusted EBITDA represents Net income (loss) before the
Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude share-
based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial
instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements,
and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing
operating performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.
Our presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed as an inference that our future
results will be unaffected by any of the adjusted items, or that our projections and estimates will be realized in their entirety
or at all. In addition, because of these limitations, Adjusted EBITDA should not be considered as a measure of liquidity or
discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our
obligations. Our reconciliation between Net income (loss) and Net income (loss) margin and Adjusted EBITDA and Adjusted
EBITDA margin is provided further below.
Free cash flow
We use Free cash flow in our operational and financial decision-making and believe it is useful to investors because similar
measures are frequently used by securities analysts, investors, ratings agencies, and other interested parties to measure the
ability of a company to service its debt. Our presentation of Free cash flow should not be considered as a measure of liquidity
or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our
obligations.
We define Free cash flow as Net cash provided by operating activities less Capital expenditures. Our reconciliation between
Net cash provided by operating activities and Free cash flow is provided further below.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Three Months EndedJune 30, Six Months EndedJune 30, % Change
2026 2025 2026 2025 QTD YTD
Revenues $587.3 $621.4 $1,172.8 $1,215.1 (5) % (3) %
Operating expenses:
Cost of revenues 185.5 203.6 377.6 410.6 (9) % (8) %
Selling, general and administrative costs 181.6 181.1 357.9 359.5 – % – %
Depreciation and amortization 185.7 190.9 369.7 376.3 (3) % (2) %
Goodwill and intangible asset impairments 221.7 – 221.7 – N/M N/M
Restructuring costs 12.1 9.3 24.1 34.0 30 % (29) %
Other operating expense (income), net 0.9 29.6 (8.2) 48.6 N/M N/M
Total operating expenses 787.5 614.5 1,342.8 1,229.0
Income (loss) from operations (200.2) 6.9 (170.0) (13.9)
Interest expense, net 60.4 66.6 119.4 130.9 (9) % (9) %
Income (loss) before income taxes (260.6) (59.7) (289.4) (144.8)
Provision (benefit) for income taxes 8.0 12.3 19.4 31.1 (35) % (38) %
Net income (loss) $(268.6) $(72.0) $(308.8) $(175.9)
N/M - Represents a change approximately equal to or in excess of 100% or is not meaningful.
In December 2024, the Board approved the wind-down of three product groups within the LS&H and A&G segments, which
is continuing into 2026 and partially affects prior year comparability as further discussed below.
Revenues
The following tables present our revenues by type, segment, and geography, as well as the components driving the changes
between periods.
Revenues by transaction type
Three Months EndedJune 30, Change % of Change
2026 2025 $ % Acquisitions Disposals FX Organic
Subscription $403.3 $405.7 $(2.4) (0.6) % – % (1.0) % (0.3) % 0.7 %
Re-occurring 109.3 108.9 0.4 0.4 % – % – % 0.4 % – %
Recurring revenues 512.6 514.6 (2.0) (0.4) % – % (0.7) % (0.2) % 0.5 %
Transactional 74.7 106.8 (32.1) (30.1) % – % (14.1) % (0.3) % (15.7) %
Revenues $587.3 $621.4 $(34.1) (5.5) % – % (3.8) % (0.2) % (1.5) %
Subscription revenues benefited from organic growth driven by new sales, customer migrations, and pricing actions but
decreased overall primarily due to product group wind-downs within LS&H. Re-occurring revenues increased primarily due
to FX. Transactional revenues decreased primarily due to lower organic activity across all segments, driven in part by
customer migrations to subscription offerings, and product group wind-downs, primarily within A&G.
Six Months EndedJune 30, Change % of Change
2026 2025 $ % Acquisitions Disposals FX Organic
Subscription $800.8 $794.3 $6.5 0.8 % – % (1.2) % 0.8 % 1.2 %
Re-occurring 217.9 214.8 3.1 1.4 % – % (0.1) % 2.3 % (0.8) %
Recurring revenues 1,018.7 1,009.1 9.6 1.0 % – % (0.8) % 1.1 % 0.7 %
Transactional 154.1 206.0 (51.9) (25.2) % – % (16.3) % 0.5 % (9.4) %
Revenues $1,172.8 $1,215.1 $(42.3) (3.5) % – % (4.1) % 1.0 % (0.4) %
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Subscription revenues increased primarily due to organic growth driven by new sales, customer migrations, and pricing
actions, as well as FX, partially offset by product group wind-downs within LS&H. Re-occurring revenues increased
primarily due to FX. Transactional revenues decreased due to product group wind-downs, primarily within A&G, as well as
lower organic activity across all segments, driven in part by customer migrations to subscription offerings.
Revenues by segment
Three Months EndedJune 30, Change % of Change
2026 2025 $ % Acquisitions Disposals FX Organic
A&G $300.3 $318.5 $(18.2) (5.7) % – % (5.9) % (0.1) % 0.3 %
IP 198.3 202.5 (4.2) (2.1) % – % – % 0.2 % (2.3) %
LS&H 88.7 100.4 (11.7) (11.7) % – % (5.4) % (1.1) % (5.2) %
Revenues $587.3 $621.4 $(34.1) (5.5) % – % (3.8) % (0.2) % (1.5) %
A&G segment revenues benefited from subscription organic growth driven by new sales and pricing actions but decreased
overall due to product group wind-downs. IP segment revenues decreased primarily due to lower subscription and
transactional volumes. LS&H segment revenues decreased primarily due to product group wind-downs and lower
transactional activity.
Six Months EndedJune 30, Change % of Change
2026 2025 $ % Acquisitions Disposals FX Organic
A&G $595.3 $621.2 $(25.9) (4.2) % – % (6.1) % 0.7 % 1.2 %
IP 395.5 395.2 0.3 0.1 % – % – % 1.9 % (1.8) %
LS&H 182.0 198.7 (16.7) (8.4) % – % (6.0) % (0.1) % (2.3) %
Revenues $1,172.8 $1,215.1 $(42.3) (3.5) % – % (4.1) % 1.0 % (0.4) %
A&G segment revenues benefited from subscription organic growth driven by new sales and pricing actions but decreased
overall due to product group wind-downs. IP segment revenues increased due to FX, partially offset by lower organic
activity. LS&H segment revenues decreased due to product group wind-downs and lower transactional activity.
Revenues by geography
Three Months EndedJune 30, Change % of Change
2026 2025 $ % Acquisitions Disposals FX Organic
Americas $309.8 $331.9 $(22.1) (6.7) % – % (5.5) % 0.1 % (1.3) %
EMEA 156.4 164.9 (8.5) (5.2) % – % (2.3) % 0.6 % (3.5) %
APAC 121.1 124.6 (3.5) (2.8) % – % (1.2) % (2.0) % 0.4 %
Revenues $587.3 $621.4 $(34.1) (5.5) % – % (3.8) % (0.2) % (1.5) %
Americas revenues benefited from subscription organic growth but decreased overall primarily due to product group wind-
downs within A&G and LS&H. EMEA (Europe/Middle East/Africa) revenues decreased due to lower re-occurring and
transactional activity and product group wind-downs within A&G and LS&H. APAC (Asia Pacific) revenues decreased due
to FX and product group wind-downs within A&G and LS&H.
Six Months EndedJune 30, Change % of Change
2026 2025 $ % Acquisitions Disposals FX Organic
Americas $618.1 $653.0 $(34.9) (5.3) % – % (5.7) % 0.4 % – %
EMEA 315.2 316.6 (1.4) (0.4) % – % (1.7) % 3.1 % (1.8) %
APAC 239.5 245.5 (6.0) (2.4) % – % (2.2) % (0.4) % 0.2 %
Revenues $1,172.8 $1,215.1 $(42.3) (3.5) % – % (4.1) % 1.0 % (0.4) %
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Americas revenues benefited from subscription organic growth but decreased overall due to product group wind-downs
within A&G and LS&H. EMEA revenues decreased due to lower re-occurring and transactional activity and product group
wind-downs within A&G and LS&H, partially offset by favorable FX. APAC revenues decreased primarily due to product
group wind-downs within A&G and LS&H.
Cost of revenues
Cost of revenues consists of costs related to the production, servicing, and maintenance of our products and are composed
primarily of related personnel costs, data center services and licensing costs, and costs to acquire or produce content,
including royalty fees.
The decrease of 9% and 8% compared to the three and six months ended June 30, 2025, respectively, was primarily driven by
product wind-downs and improved cost management.
Selling, general and administrative costs
Selling, general and administrative (“SG&A”) costs include nearly all business costs not directly attributable to the
production, servicing, and maintenance of our products and are composed primarily of personnel costs, third-party
professional services fees, facility costs like rent and utilities, technology costs associated with our corporate infrastructure,
and transaction expenses associated with acquisitions, divestitures, and capital market activities including advisory, legal, and
other professional and consulting costs.
SG&A costs were largely unchanged compared to the respective comparative prior year periods.
Depreciation and amortization
Depreciation expense relates to our fixed assets, including computer hardware, leasehold improvements, and furniture and
fixtures. Amortization expense relates to our definite-lived intangible assets, including customer relationships, technology
and content, internally developed computer software, and trade names.
The decrease of 3% and 2% compared to the three and six months ended June 30, 2025, respectively, was primarily driven by
lower amortization related to certain acquired intangible assets.
Goodwill and intangible asset impairments
During the second quarter of 2026, we identified indicators of impairment related to the LS&H reporting unit and performed
an interim quantitative goodwill impairment assessment as of June 30, 2026. We determined the anticipated LS&H sale price
under negotiation was the best estimate of fair value and, because it was below its carrying amount, resulted in a non-cash
goodwill impairment charge of $221.7 for the three and six months ended June 30, 2026. For further information, see Note 3 -
Other Intangible Assets, Net and Goodwill included in Part I, Item 1 of this quarterly report.
Restructuring costs
Restructuring costs include certain involuntary termination benefits, contract terminations, and other exit or disposal
activities.
Restructuring costs in the current and prior year periods were driven by the Value Creation Plan, which was approved in the
fourth quarter of 2024 and is our only active restructuring program as of June 30, 2026. We expect this program to continue
throughout 2026 and into 2027. For further information, see Note 7 - Restructuring included in Part I, Item 1 of this quarterly
report.
Other operating expense (income), net
The net change of $28.7 and $56.8 compared to the three and six months ended June 30, 2025, respectively, was primarily
driven by the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts
derived from transactions denominated in GBP. For further information, see Note 8 - Other Operating Expense (Income), Net
included in Part I, Item 1 of this quarterly report.
Interest expense, net
The decrease of 9% and 9% compared to the three and six months ended June 30, 2025, respectively, was primarily driven by
lower interest rates on our outstanding variable-rate debt and reduced total debt outstanding.
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Provision (benefit) for income taxes
The income tax provision of $8.0 and $12.3 for the three months ended June 30, 2026 and 2025, respectively, was primarily
due to the mix of jurisdictions and legal entities in which pre-tax profits and losses were recognized.
The income tax provision of $19.4 and $31.1 for the six months ended June 30, 2026 and 2025, respectively, was primarily
due to the mix of jurisdictions and legal entities in which pre-tax profits and losses were recognized.
The non-cash goodwill impairment recorded during the second quarter of 2026 did not have a significant impact on our
income tax provision because it was mostly non-deductible for tax purposes.
The current quarter effective tax rate may not be indicative of our effective tax rates for future periods.
Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measures)
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the three and six
months ended June 30, 2026 and 2025, and reconciles these non-GAAP measures to Net income (loss) and Net income (loss)
margin for the same periods:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income (loss) $(268.6) $(72.0) $(308.8) $(175.9)
Provision (benefit) for income taxes 8.0 12.3 19.4 31.1
Depreciation and amortization 185.7 190.9 369.7 376.3
Interest expense, net 60.4 66.6 119.4 130.9
Share-based compensation expense 15.1 18.5 29.7 29.6
Goodwill and intangible asset impairments 221.7 – 221.7 –
Restructuring costs 12.1 9.3 24.1 34.0
Transaction related costs 10.2 8.1 18.4 14.4
Other(1) 2.6 27.9 (5.2) 54.4
Adjusted EBITDA $247.2 $261.6 $488.4 $494.8
Net income (loss) margin (45.7) % (11.6) % (26.3) % (14.5) %
Adjusted EBITDA margin 42.1 % 42.1 % 41.6 % 40.7 %
(1)Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing
operating performance.
Liquidity and Capital Resources
We finance our operations primarily through cash generated by operating activities and through borrowing activities. As of
June 30, 2026, we had $217.7 of cash and $768.6 of available borrowing capacity under our revolving credit facility.
Cash Flows
We have historically generated significant cash flows from our operating activities. Our subscription-based revenue model
provides a steady and predictable source of revenue and cash flow for us, as we typically receive payments from our
customers at the start of the subscription period (usually 12 months) and recognize revenue ratably throughout that period.
Our high customer renewal rate, stable margins, and efforts to improve operating efficiencies and working capital
management also contribute to our ability to generate solid operating cash flows.
The following table presents our consolidated cash flows by activity:
Six Months Ended June 30, Change
2026 2025 $ %
Net cash provided by operating activities $233.4 $287.5 $(54.1) (19)%
Net cash used for investing activities $(110.5) $(126.9) $16.4 (13)%
Net cash used for financing activities $(231.2) $(110.5) $(120.7) 109%
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Net cash provided by operating activities decreased as seasonal working capital outflows, primarily related to timing, more
than offset improved operating results, including the impact of non-cash operating activities.
Net cash used for investing activities decreased due to lower capital spending.
Net cash used for financing activities increased primarily due to the debt redemption and debt repurchases in the current year,
partially offset by higher share repurchase activity in the prior year.
Free cash flow (non-GAAP measure)
The following table reconciles our non-GAAP Free cash flow measure to Net cash provided by operating activities:
Six Months Ended June 30, Change
2026 2025 $ %
Net cash provided by operating activities $233.4 $287.5 $(54.1) (19)%
Capital expenditures (110.5) (126.9) 16.4 (13)%
Free cash flow $122.9 $160.6 $(37.7) (23)%
Free cash flow decreased primarily due to the change in net cash provided by operating activities described above. Our
capital expenditures in both periods presented consisted primarily of capitalized labor associated with product and content
development.
Borrowings
As of June 30, 2026, we had $4,224.2 of outstanding borrowings under our notes and credit facilities. We incurred $119.4
and $130.9 of interest expense associated with our debt obligations during the six months ended June 30, 2026 and 2025,
respectively. Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar
obligations in the ordinary course of business.
During the six months ended June 30, 2026, we repurchased a portion of the Senior Secured Notes due 2028 and the Senior
Notes due 2029 for $111.1 in cash and retired the associated debt with an aggregate carrying value of $117.6. These
transactions were accounted for as debt extinguishments, resulting in a net gain of $2.1 and $5.9 recorded within Interest
expense, net for the three and six months ended June 30, 2026, respectively.
For further discussion related to our outstanding borrowings and associated hedging activities, see Note 5 - Debt and Note 4 -
Derivative Instruments included in Part I, Item 1 of this quarterly report.
Commitments and Contingencies
In addition to the scheduled future debt repayments that we will need to make, we also have commitments and plans related
to our share repurchase program, capital expenditures, and other commitments in the ordinary course of business, primarily
for cloud computing services and software license costs. Any amounts for which we are currently liable are reflected in our
Condensed Consolidated Balance Sheets as Accounts payable or Accrued expenses and other current liabilities.
As of June 30, 2026, we had $257.4 of availability remaining under our share repurchase program. The share repurchase
authorization is valid through December 31, 2026. The share repurchase program does not obligate us to repurchase any set
dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under the
share repurchase program, we are authorized to conduct open-market purchases of our ordinary shares from time to time
through any method or program, including through Rule 10b5-1 trading plans or the use of other techniques as permitted by
our shareholder authorization, approved by the Board or a designated committee thereof, and subject to availability of
ordinary shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at
management’s discretion.
From time to time, we may seek to refinance, redeem, repurchase, or retire our outstanding debt in open market purchases,
privately negotiated transactions, tender offers, or otherwise. Such refinancings, redemptions, repurchases, or retirements, if
any, would depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors.
In addition, we are engaged in various legal proceedings and claims that have arisen in the ordinary course of business and
have taken what we believe to be adequate reserves related to the litigation and threatened claims. We maintain appropriate
insurance policies in place, which are likely to provide some coverage for these liabilities or other losses that may arise from
litigation matters. For additional information about our legal proceedings and claims, see Note 12 - Commitments and
Contingencies included in Part I, Item 1 of this quarterly report.
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We require and will continue to need significant cash resources to, among other things, meet our debt service requirements,
fund our working capital requirements, make capital expenditures (including product and content development), and expand
our business through acquisitions. Based on our forecasts, we believe that cash flow from operations, available cash on hand,
borrowing capacity, and access to capital markets will be adequate to service debt, meet liquidity needs, and fund capital
expenditures and other business plans for both the next 12 months and the foreseeable future. Our future capital requirements
will depend on many factors, including the consummation of the announced sale of our LS&H business, the number of future
acquisitions, and the timing and extent of spending to support product development efforts. We could be required, or could
elect, to seek additional funding through public or private equity or debt financings; however, additional funds may not be
available on terms acceptable to us.
Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates from those reported under Part II, Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies
and Estimates in our annual report on Form 10-K for the year ended December 31, 2025.
Recently Issued and Adopted Accounting Pronouncements
For recently issued and adopted accounting pronouncements, see Note 1 - Nature of Operations and Summary of Significant
Accounting Policies included in Part I, Item 1 of this quarterly report.