Getty Images Holdings, Inc.
For the period ended Mar 31, 2025. Filed May 12, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 12, 2025
GETY$0.08-41.0%Stored close · as of Sep 28, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-07.
0001628280-24-046324
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-12.
0001628280-25-024748
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 233 previous paragraphs and 230 current paragraphs.
127 unchanged; 53 reworded; 47 added; 43 removed; 10 previous and 3 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (47)
Current report
•the impact of any widespread outbreak of an illness, pandemic or other local or global health issue, natural disasters, or climate change;
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•risks related to our proposed merger with Shutterstock, Inc. (“Shutterstock”);
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Recent Developments
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Merger Agreement with Shutterstock
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On January 6, 2025, Getty Images entered into an Agreement and Plan of Merger (the “Merger Agreement”) to combine in a merger-of-equals transaction with Shutterstock. Subject to terms and conditions in the Merger Agreement, the aggregate consideration to be paid by Getty Images in respect of the outstanding shares of common stock of Shutterstock will be:
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•An amount in cash equal to the product of $9.50 multiplied by the number of shares of Shutterstock common stock outstanding immediately prior to the transaction close (including vested Shutterstock restricted stock units and performance stock units) (the “Total Cash Amount”); and
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•A number of shares of our Class A common stock equal to the product of 9.17 multiplied by the number of shares of Shutterstock common stock outstanding immediately prior to the transaction close (including vested Shutterstock restricted stock units and performance stock units) (the “Total Stock Amount”).
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Each of the Total Cash Amount and the Total Stock Amount will be fixed as of immediately prior to closing of the Merger. Therefore, cash elections will be subject to proration if cash elections are oversubscribed and stock elections will be subject to proration if stock elections are oversubscribed.
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Each holder of Shutterstock common stock immediately prior to the transaction close will have the option to receive, subject to proration, for each share of Shutterstock common stock held by such holder:
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•Cash consideration of $9.50 and 9.17 shares of our Class A common stock;
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•Cash consideration of $28.8487; or
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•13.67237 shares of our Class A common stock.
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Following the close of the transaction, based on the common shares outstanding as of April 25, 2025, Getty Images stockholders will own approximately 53.0% and Shutterstock stockholders will own approximately 47.0% of the combined company on a fully diluted basis. The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals, the approval of Getty Images and Shutterstock stockholders and other customary closing conditions
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Through March 31, 2025, Getty Images has expensed$18.0 million of legal, accounting, and other direct costs related to this proposed Merger in “Other operating expenses (income) – net” in the Condensed Consolidated Statements of Operations.
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On April 2, 2025, Getty Images and Shutterstock announced that they had each received a Request for Additional Information and Documentary Material (“Second Request”) from the U.S. Department of Justice (“DOJ”) in connection with the transaction. The Second Request was issued under notification requirements of the HSR Act. The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after Getty Images and Shutterstock have substantially complied with the request, unless that period is extended voluntarily by the parties or terminated sooner by the DOJ.
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Following submission of a briefing paper, on April 22, 2025, the United Kingdom Competition and Markets Authority invited Getty Images to submit a Merger Notice and their review process is ongoing.
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Refinancing Amendment
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Incremental Commitment Amendment and Third Amendment to Credit Agreement (the “Refinancing Amendment”), which amended the Existing Credit Agreement. The Refinancing Amendment provided for a new tranche of senior secured fixed rate incremental term loans denominated in U.S. dollars in an aggregate principal amount of $580.0 million (the “New USD Term Loans”) and a new tranche of senior secured term loans denominated in Euros in an aggregate principal amount of €440.0 million (the “New EUR Term Loans” and together with the New USD Term Loans, the “New Term Loans”).
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The amendment, among other things, provided for (i) a new tranche of senior secured fixed rate incremental term loans denominated in U.S. Dollars in an aggregate principal amount of $580.0 million and (ii) a new tranche of senior secured term loans denominated in Euros in an aggregate principal amount of €440.0 million. The proceeds of the New Term Loans were used to refinance in full all outstanding term loans under the existing credit agreement, and will mature on February 21, 2030. See “Note 7 - Debt” for additional discussion on our debt refinancing.
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The proceeds from the New Terms Loans were used to retire and repay the following debts:
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•Old USD Term Loans, with a $579.2 million principal amount as of the Amendment Effective Date, and
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•Old EUR Term Loans, with a €419 million principal amount as of the Amendment Effective Date
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Cost of revenue (exclusive of depreciation and amortization)
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Factors affecting results of operations
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Our future financial condition and results of operation will also be dependent upon various factors that generally affect the digital content industry, including the general trends affecting the media, marketing and advertising customer bases that we target, protection of intellectual property, and new and expanding technology such as generative AI technologies. In addition, our financial condition and results of operation will continue to be affected by factors that affect internet commerce companies and by general deterioration in macroeconomic factors that could continue to increase the risks of lower consumer spending, other business interruptions, the global and economic uncertainty caused by, among other things, any lingering effects of the Hollywood actors and writers strike and public health crisis, the military conflicts between Russia and Ukraine and in the Middle East, tariffs or trade restrictions imposed by the U.S. and other countries, changes in political climate, and high interest rates, currency fluctuations, high inflation and labor shortages.
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Editorial revenue increased on a reported basis by $3.2 million, or 4.0%, to $82.6 million, and 5.6% on a currency-neutral basis. The increase was driven by Editorial subscriptions (increased $4.3 million), offset by Editorial ALC (decreased $1.1 million).
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Overall, these product net increases were driven by double-digit growth in Sport and News, offset by a decrease in Entertainment due to the Los Angeles wildfires, which led to event cancellations and lower production activity.
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Cost of revenue (exclusive of depreciation and amortization)
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•decrease of $4.6 million related to staff costs for the three months ended March 31, 2025. The decrease was primarily driven by lower equity-based compensation.
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•increase of $0.6 million related to computer expense for the three months ended March 31, 2025.
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Other operating expenses – net
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Foreign exchange (loss) gain – net
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Loss on extinguishment of debt
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We recognized loss on extinguishment of debt of$5.5 million for the three months ended March 31, 2025 from the extinguishment of our Old Term Loans. See “Note 7 - Debt” for additional discussion on the refinancing of our Old Term Loans.
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We recognized $2.1 million other non-operating expense, net for the three months ended March 31, 2025 compared to $1.5 million for the three months March 31, 2024. The decrease of $3.6 million was primarily due to costs related to debt refinancing expenses and lower interest income, driven by a decrease in U.S. interest rates.
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The Company’s income tax provision is computed using an estimated annual effective tax rate, adjusted for discrete items. The estimated annual effective tax rate is subject to significant volatility due to several factors, including the changes in the forecasted pre-tax income (loss) and income tax (expense) benefit, realizability of deferred tax assets, intercompany transactions, foreign currency gain (loss), mergers and acquisitions, jurisdictional footprints, and changes in the Company’s business operations. In addition, the effective tax rate’s volatility depends on the amount of pre-tax income (loss). For example, the impact of non-taxable, non-deductible, and discrete items on the effective tax rate is greater when the pre-tax income (loss) is smaller.
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The Company recorded an income tax expense of $64.6 million and $11.2 million for the three months ended March 31, 2025 and March 31, 2024, respectively. For 2025, the Company’s effective tax rate is expected to be a large negative percentage due to the Company’s pre-tax loss and income tax expense items that are not analogous to pre-tax loss, such as foreign withholding taxes, non-deductible interest expense, and change in valuation allowance. The effective tax rate may vary significantly throughout the year depending on the changes in the pre-tax income (loss).
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In February 2025, we amended our existing credit agreement, dated as of February 19, 2019. The amendment, among other things, provided for (i) a new tranche of senior secured fixed rate incremental term loans denominated in U.S. Dollars in an aggregate principal amount of $580.0 million and (ii) a new tranche of senior secured term loans denominated in Euros in an aggregate principal amount of €440.0 million. The proceeds of the New Term Loans were used to refinance in full all outstanding Old Term Loans under the existing credit agreement, and will mature on February 21, 2030. See “Note 7 - Debt” for additional discussion on our debt refinancing.
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The Company has open tax audits in various jurisdictions and some of these jurisdictions require taxpayers to pay assessed taxes in advance or at the time of appealing such assessments. One such jurisdiction is Canada, where one of the Company’s subsidiaries, iStockphoto ULC, received tax assessments from the Canada Revenue Agency (“CRA”) asserting additional tax is due. The position taken by the CRA is related to the transactions between iStockphoto ULC and other affiliates within the Getty Images group for the 2015 Canadian income tax return filed. The Company believes the CRA position lacks merit and is vigorously contesting these assessments through the appeal process, including engaging with the U.S. Competent Authority.
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As part of the appeal process in Canada, the Company may be required to pay a portion of the assessment amount, which the Company estimates could be up to $17.8 million. Such required payment is not an admission that the Company believes it is subject to such taxes. The Company believes it is more likely than not it will prevail on appeal, however, if the
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Removed paragraphs (43)
Previous report
•the lingering effect of the COVID-19 pandemic;
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Creative revenue decreased on a reported basis 7.9% (7.4% CN) to $133.7 million for the three months ended September 30, 2024, compared to $145.2 million for the three months ended September 30, 2023. The decrease for the three months ended September 30, 2024 was driven in part by our Creative committed solutions (decreased $5.9 million), which was largely due to decreases in our Premium Access subscriptions, partially offset by increases in our iStock annual subscriptions. The decline in committed solutions resulted from subscriber download patterns, with major events during the quarter skewing downloads more toward Editorial than Creative. Additionally, there were declines in our ALC credit sales and ultra packs, ALC Premium RF and iStock monthly subscriptions (decreased $4.9 million), largely driven by our continued focus on driving customers to our committed solutions.
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Editorial revenue increased on a reported basis by $12.8 million, or 16.1%, to $92.8 million, and 16.3% on a currency-neutral basis. The increase was driven by editorial subscriptions (increased $5.2 million), editorial ALC (increased $4.6 million) and editorial assignments (increased $2.9 million). Overall, the increase was spurred by growth in Sport, driven by quadrennial UEFA European Championship soccer tournament and the Paris 2024 Olympics coverage; News, propelled by the U.S. political spend; and finally Entertainment, as the prior year was impacted by the Hollywood strikes. The increase in committed solutions resulted from subscriber download patterns, with major events during the quarter skewing downloads more toward Editorial than Creative.
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Revenue, less cost of revenue, was $176.5 million for the three months ended September 30, 2024, an increase of $8.1 million or 4.8% compared to $168.4 million for the three months ended September 30, 2023. The increase in revenue, less cost of revenue, was in line with the increase in revenue. Revenue, less cost of revenue, represented 73.4% of total revenue for both the three months ended September 30, 2024 and September 30, 2023.
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•increase of $1.0 million related to travel and entertainment for the three months ended September 30, 2024, primarily driven by higher travel expenses related to the Paris 2024 Olympics coverage.
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•increase of $0.8 million related to staff costs for the three months ended September 30, 2024. The increase was driven by bonus expense, commission expense and temporary labor related expenses (increased $6.0 million), which was partially offset by a decrease in equity-based compensation (decreased $4.9 million).
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•increase in marketing spend of 6.6% ($0.7 million) for the three months ended September 30, 2024. For the three months ended September 30, 2024, marketing spend as a percentage of sales increased to 4.7% from the three months ended September 30, 2023 ratio of 4.6%, which remains in line with historical trends.
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Recovery of loss on litigation
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For the three months ended September 30, 2023, the Company recognized recovery of loss on litigation of $60.0 million, which represented the limit of the Company’s third-party insurance coverage related to the lawsuits filed by former public warrant holders.
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Other operating expenses (income) – net
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Unrealized foreign exchange (loss) gain – net
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Other non-operating income – net
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We recognized other non-operating income, net of $1.5 million and $1.1 million for the three months ended September 30, 2024 and September 30, 2023, respectively. The increase was primarily due to higher interest income, driven by an increase in U.S. interest rates. We expect continued fluctuation in this line item based on market interest rates.
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The Company’s income tax expense decreased by $6.6 million to a benefit of $1.2 million for three months ended September 30, 2024, as compared to $5.4 million for the three months ended September 30, 2023. The Company’s effective income tax rate for the three months ended September 30, 2024 is 33.0%, compared to (41.3%) for the three months ended September 30, 2023. The decrease in tax expense compared to prior year is primarily due to changes in pre-tax income (loss).
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Comparison of the Nine Months Ended September 30, 2024 and 2023
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The following table presents our results of operations for the periods indicated:
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Revenue by product
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For the nine months ended September 30, 2024, total revenue on a reported basis was $692.0 million as compared to $690.6 million for the nine months ended September 30, 2023. On a reported basis, revenue increased by 0.2% (0.5% CN) for the nine months ended September 30, 2024.
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Editorial revenue increased on a reported basis by 4.5% (4.6% CN) to $255.8 million for the nine months ended September 30, 2024, compared to $244.9 million for the nine months ended September 30, 2023. The increase was driven by editorial subscriptions (increased $4.6 million), editorial assignments (increased $5.6 million) and editorial ALC (increased $1.8 million). Overall, the increase was spurred by double-digit growth in Sport driven by quadrennial UEFA European Championship soccer tournament and the Paris 2024 Olympics coverage.
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Other revenue includes music licensing, digital asset management and distribution services, print sales, and data access and/or licensing revenues. Revenue for the nine months ended September 30, 2024 from our Other products increased on a reported basis by 101.1% (101.4% CN). The increase was primarily driven by data access and/or licensing (increased $12.4 million) related to an expanded 5-year Creative content deal with an existing customer.
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Revenue Recognition
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Revenue, less cost of revenue, was $504.5 million for the nine months ended September 30, 2024, an increase of $1.5 million or 0.3% compared to $503.0 million for the nine months ended September 30, 2023. The increase in revenue, less cost of revenue, was in line with the increase in revenue. Revenue, less cost of revenue, represented 72.9% of total revenue for the nine months ended September 30, 2024, compared to 72.8% for the nine months ended September 30, 2023.
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Selling, general, and administrative expense
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•increase of $2.3 million related to staff costs for the nine months ended September 30, 2024. The increase was driven by salaries and wages, bonus and commission expense, fringe benefits, severance and temporary labor related expenses (increased $11.8 million), which was partially offset by a decrease in equity-based compensation (decreased $9.7 million).
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•increase of $1.5 million related to travel and entertainment for the nine months ended September 30, 2024, primarily driven by higher travel expenses related to the Paris 2024 Olympics coverage.
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•decrease in marketing spend of 2.9% ($1.0 million) for the nine months ended September 30, 2024. For the nine months ended September 30, 2024, marketing spend as a percentage of sales decreased to 5.1%, from the nine months ended September 30, 2023 ratio of 5.2%, which remains in line with historical trends.
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Depreciation expense
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Amortization expense
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For the nine months ended September 30, 2024, amortization expense was $1.7 million, which was a decrease of $20.0 million or 92.1% compared to $21.8 million for the nine months ended September 30, 2023. The decline was attributed to several of the Company’s intangible assets becoming fully amortized in the prior year.
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Loss on litigation
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Recovery of loss on litigation
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For the nine months ended September 30, 2023, the Company recognized recovery of loss on litigation of $60.0 million, which represented the limit of the Company’s third-party insurance coverage related to the lawsuits filed by former public warrant holders.
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Other operating expenses (income) – net
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Interest expense
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We recognized interest expense of $100.6 million and $94.4 million for the nine months ended September 30, 2024, and September 30, 2023, respectively. Our interest expense primarily consists of interest charges on our outstanding U.S. dollar and Euro term loans (the “Term Loans”), Senior Unsecured Notes (the “Senior Notes”), and our revolving credit facility which remains undrawn, as well as the amortization of original issue discount on our Term Loans and amortization of deferred debt financing fees. The increase in interest expense from the prior year period was primarily due to the maturity of our interest rate swap and the rise in interest rates.
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We recognized fair value adjustment net losses for our swaps of $1.5 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2023 we recognized net losses of $5.0 million for our swaps. The losses were driven by changes in interest rates relative to the rates in our derivatives.
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Unrealized foreign exchange (loss) gain – net
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We recognized foreign exchange losses, net of $9.8 million for the nine months ended September 30, 2024, compared to net gains of $2.4 million for the nine months ended September 30, 2023. These changes are driven by volatility in foreign exchange rates, including fluctuations in the EUR related to our EUR Term Loans.
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Other non-operating income – net
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We recognized other non-operating income, net of $4.1 million and $2.2 million for the nine ended September 30, 2024, and September 30, 2023, respectively. The increase was primarily due to higher interest income, driven by an increase in U.S. interest rates. We expect continued fluctuation in this line item based on market interest rates.
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Reworded paragraphs (53)
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•our ability to attract new customers and retain and motivate an increase in spending by its existing customers;
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•our ability to attract new customers and retain and motivate an increase in spending by our existing customers;
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•the user experience of our customers on its websites;
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•the user experience of our customers on our websites;
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•the inability to expand our operations into new products, services and technologies and to increase customer and supplier awareness of new and emerging products and services, including with respect to our AI initiatives;
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•the inability to expand our operations into new products, services and technologies and to increase customer and supplier awareness of our new and emerging products and services, including with respect to our AI initiatives;
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•the impact of worldwide and regional political, military or economic conditions, including declines in foreign currencies in relation to the value of the U.S. dollar, hyperinflation, higher interest rates, devaluation, the impact of recent bank failures on the marketplace and the ability to access credit and significant political or civil disturbances in international markets where we conduct business;
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•the impact of worldwide and regional political, military or economic conditions, including declines in foreign currencies in relation to the value of the U.S. dollar, hyperinflation, higher interest rates, trade wars and restrictions, devaluation, the impact of recent bank failures on the marketplace and the ability to access credit and significant political or civil disturbances in international markets where we conduct business;
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•the risk that claims, judgements, lawsuits and other proceedings that have been, or may be, instituted against us or our predecessors could adversely affect our business;
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•the risk that claims, judgements, lawsuits and other proceedings that have been, or may be, instituted against us or our predecessors, including pending lawsuits brought against us by former warrant holders, could adversely affect our business;
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•other risks and uncertainties identified in “Item 1A. Risk Factors” of our 2023 Form 10-K.
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•other risks and uncertainties identified in “Item 1A. Risk Factors” of our most recently filed Annual Report on Form 10-K.
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Getty Images is a preeminent global visual content creator and marketplace, providing a diverse collection of high-quality photos, illustrations, videos, and music licensing to businesses, media organizations, and individuals worldwide. The Company was founded in 1995 by Mark Getty and Jonathan Klein and has since become one of the largest and most respected providers of stock imagery and multimedia content.
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Getty Images is a preeminent global visual content creator and marketplace, providing a diverse collection of high-quality photos, illustrations, videos, and music licensing to businesses, media organizations, and individuals worldwide. The Company is one of the largest and most respected providers of stock imagery and multimedia content.
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For over 29 years, Getty Images has embraced innovation, from analog to digital, from offline to e-commerce, from stills to video, from single image purchasing to subscriptions, from websites to application programming interfaces (“APIs”), from pre-shot content to AI generated content designed to be commercially safe. With quality content at the core of our offerings, we embrace innovation as a means to service our existing customers better and to reach new ones.
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For 30 years, Getty Images has embraced innovation, from analog to digital, from offline to e-commerce, from stills to video, from single image purchasing to subscriptions, from websites to application programming interfaces (“APIs”), from pre-shot content to AI generated content designed to be commercially safe. With quality content at the core of our offerings, we embrace innovation as a means to service our existing customers better and to reach new ones.
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Through Getty Images, iStock, and Unsplash, we offer a full range of content solutions to meet the needs of any customer—no matter their size—around the globe, with over 593 million visual assets available through its industry-leading sites. New content and coverage are added daily, with over 11 million new assets added each quarter and over 2.7 billion searches annually. The Company has almost 720,000 purchasing customers, with customers from almost every country in the world with websites in 23 languages bringing the world’s best content to media outlets, advertising agencies, and corporations of all sizes and, increasingly, serving individual creators and prosumers.
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Through Getty Images, iStock, and Unsplash, we offer a full range of content solutions to meet the needs of any customer—no matter their size—around the globe, with over 615 million visual assets available through its industry-leading sites. New content and coverage are added daily, with over 12 million new assets added each quarter and over 2.7 billion searches annually. The Company has over 708,000 purchasing customers, with customers from almost every country in the world with websites in 23 languages bringing the world’s best content to media outlets, advertising agencies, and corporations of all sizes and, increasingly, serving individual creators and prosumers.
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In support of its content, Getty Images employs over 110 staff photographers and videographers and distributes the content of over 576,000 contributors and more than 340 premium content partners. Over 81,000 of our contributors are exclusive to the Company, creating content that cannot be found anywhere else. Each year, we cover more than 160,000 global events across news, sport, and entertainment, providing a depth and breadth of coverage that is unmatched. Getty Images also maintains one of the largest and best privately-owned photographic archives in the world, with over 150 million images across geographies, periods, and verticals.
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In support of its content, Getty Images employs over 115 staff photographers and videographers and distributes the content of over 600,000 contributors and more than 350 premium content partners. Over 81,000 of our contributors are exclusive to the Company, creating content that cannot be found anywhere else. Each year, we cover more than 160,000 global events across news, sport, and entertainment, providing a depth and breadth of coverage that is unmatched. Getty Images also maintains one of the largest and best privately-owned photographic archives in the world, with over 150 million images across geographies, periods, and verticals.
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Creative is comprised of royalty-free (“RF”) photos, illustrations, vectors, videos, and generative AI-services that are released for commercial use and cover a wide variety of commercial, conceptual, and contemporary subjects, including lifestyle, business, science, health, wellness, beauty, sports, transportation and travel. This content is available for immediate use by a wide range of customers with depth, breadth, and quality, allowing our customers to produce impactful websites, digital media, social media, marketing campaigns, corporate collateral, textbooks, movies, television, and online video content relevant to their target geographies and audiences. We primarily source Creative content from a broad network of professional, semi-professional, and amateur creators, many exclusive to Getty Images. We have a global creative insights team dedicated to providing briefing and art direction to our exclusive contributor community. Creative represents 59.3% and 62.7% of our revenue, of which 55.5% and 51.8%1 is generated through our annual subscription products for the nine months ended September 30, 2024, and 2023, respectively. Annual Subscription products include products and subscriptions for 12 months or longer, Unsplash API, and Custom Content.
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Creative is comprised of royalty-free (“RF”) photos, illustrations, vectors, videos, and generative AI-services that are released for commercial use and cover a wide variety of commercial, conceptual, and contemporary subjects, including lifestyle, business, science, health, wellness, beauty, sports, transportation and travel. This content is available for immediate use by a wide range of customers with depth, breadth, and quality, allowing our customers to produce impactful websites, digital media, social media, marketing campaigns, corporate collateral, textbooks, movies, television, and online video content relevant to their target geographies and audiences. We primarily source Creative content from a broad network of professional, semi-professional, and amateur creators, many exclusive to Getty Images. We have a global creative insights team dedicated to providing briefing and art direction to our exclusive contributor community. Creative represents 59.0% and 62.5% of our revenue, of which 59.2% and 55.1%1 is generated through our annual subscription products for the three months ended March 31, 2025, and 2024, respectively. Annual Subscription products include products and subscriptions for 12 months or longer, Unsplash API, and Custom Content.
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Editorial is comprised of photos and videos covering the world of entertainment, sports, and news. We combine contemporary coverage of events around the globe with one of the largest privately held archives globally, with access to images from the beginning of photography. We invest in a dedicated editorial team that includes over 110 staff photographers and videographers to generate our own coverage in addition to coverage from our network of content partners. Editorial represents 37.0% and 35.5% of our revenue, of which 52.5% and 55.9% is generated through our annual subscription products for the nine months ended September 30, 2024, and 2023, respectively. Annual Subscription products include subscriptions with a duration of 12 months or longer.
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Editorial is comprised of photos and videos covering the world of entertainment, sports, and news. We combine contemporary coverage of events around the globe with one of the largest privately held archives globally, with access to images from the beginning of photography. We invest in a dedicated editorial team that includes over 115 staff photographers and videographers to generate our own coverage in addition to coverage from our network of content partners. Editorial represents 36.9% and 35.7% of our revenue, of which 57.7% and 54.6% is generated through our annual subscription products for the three months ended March 31, 2025, and 2024, respectively. Annual Subscription products include subscriptions with a duration of 12 months or longer.
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Other represents 3.7% and 1.9% of our revenue for the nine months ended September 30, 2024 and 2023, respectively. This includes music licensing, digital asset management, distribution services, print sales, and data access and/or licensing.
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Other represents 4.1% and 1.8% of our revenue for the three months ended March 31, 2025 and 2024, respectively. This includes music licensing, digital asset management, distribution services, print sales, and data access and/or licensing.
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Unsplash.com is a platform offering free stock photo downloads and paid subscriptions targeted to the high-growth prosumer and semi-professional creator segments. The Unsplash website reaches a significant and geographically diverse audience with more than 103 million image downloads every month.
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Unsplash.com is a platform offering free stock photo downloads and paid subscriptions targeted to the high-growth prosumer and semi-professional creator segments. The Unsplash website reaches a significant and geographically diverse audience with more than 88 million image downloads every month.
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•Access to a marketplace that reaches almost every country in the world, across all customer categories and sizes and generated annual royalties of nearly $220 million for the trailing twelve months ending September 30, 2024.
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•Access to a marketplace that reaches almost every country in the world, across all customer categories and sizes and generated annual royaltiesof nearly $220 million for the trailing twelve months ending March 31, 2025.
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The broader implications of the macroeconomic environment, including uncertainty around recent international armed conflicts in the Ukraine and the Middle East, geopolitical tensions, supply chain shortages, inflationary and interest rate pressures, and other related global economic conditions, remain unknown. A deterioration in macroeconomic conditions could continue to increase the risk of lower consumer spending, foreign currency exchange fluctuations, or other business interruptions, which may adversely impact our business and financial results.
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The broader implications of the macroeconomic environment, including uncertainty around recent international armed conflicts in the Ukraine and the Middle East, geopolitical tensions, lingering supply chain shortages, tariffs, inflationary and interest rate pressures, and other related global economic conditions, remain unknown. A deterioration in macroeconomic conditions could continue to increase the risk of lower consumer spending, foreign currency exchange fluctuations, or other business interruptions, which may adversely impact our business and financial results.
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We generate revenue by licensing content to customers through multiple license models and purchase options, as well as by providing related services to our customers. The key image licensing model in the pre-shot market is RF. Content licensed on a RF basis is subject to a standard set of terms, allowing the customer to use the image for an unlimited duration and without limitation on the use or application. Within our video offering, we also offer a licensing model known as Rights-Ready. The Rights-Ready model offers a limited selection of broader usage categories, thus simplifying the purchase process. In September 2023 and January 2024, we launched Generative AI by Getty Images and Generative AI by iStock, respectively. They are generative AI text to image tools that were trained exclusively on Getty Images’ world‑class creative content and designed for commercial use. Customers that download visuals through the tool will receive the standard royalty‑free license.
Current wording
We generate revenue by licensing content to customers through multiple license models and purchase options, as well as by providing related services to our customers. The key image licensing model in the pre-shot market is RF. Content licensed on a RF basis is subject to a standard set of terms, allowing the customer to use the image for an unlimited duration and without limitation on the use or application. Within our video offering, we also offer a licensing model known as Rights-Ready. The Rights-Ready model offers a limited selection of broader usage categories, thus simplifying the purchase process. In September 2023 and January 2024, we launched Generative AI by Getty Images and Generative AI by iStock, respectively. They are generative AI text to image and image to image tools that were trained on Getty Images’ world‑class creative content and designed for commercial use. Customers that download visuals through the tool will receive the standard royalty‑free license.
Previous wording
Annual subscriptions now comprise approximately 53% of total revenue for the nine months ended September 30, 2024, and we continue to focus on growing subscription revenue.
Current wording
A significant portion of the business has transitioned to a subscription model with strong retention characteristics. Annual subscriptions now comprise approximately 57% of total revenue for the three months ended March 31, 2025, and we continue to focus on growing subscription revenue.
Previous wording
Assets and liabilities for subsidiaries with functional currencies other than the U.S. dollar are recorded in foreign currencies and translated at the exchange rate on the Balance Sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are charged or credited to
Current wording
Assets and liabilities for subsidiaries with functional currencies other than the U.S. dollar are recorded in foreign currencies and translated at the exchange rate on the Balance Sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are charged or credited to “Other comprehensive income (loss)”, as a separate component of stockholder’s equity. The Company recognized net foreign currency translation adjustment gains of $20.4 million during the three months ended March 31, 2025 and net foreign currency translation adjustment losses of $15.6 million during the three months ended March 31, 2024.
Previous wording
Transaction gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in “Unrealized foreign exchange (loss) gain – net” in the condensed consolidated statements of operations. For the nine months ended September 30, 2024, the Company recognized net unrealized foreign currency transaction losses of $9.8 million. For the nine months ended September 30, 2023, the Company recognized net unrealized foreign currency transaction gains of $2.4 million.
Current wording
Transaction gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in “Foreign exchange (loss) gain – net” in the Condensed Consolidated Statements of Operations. For the three months ended March 31, 2025, the Company recognized net unrealized foreign currency transaction losses of $25.1 million. For the three months ended March 31, 2024, the Company recognized net unrealized foreign currency transaction gains of $16.4 million.
Previous wording
Certain prior year amounts have been reclassified to conform to the current year presentation.
Current wording
Certain prior period amounts have been reclassified to conform to the current year presentation.
Previous wording
For the three months ended September 30, 2024, total revenue on a reported basis was $240.5 million as compared to $229.3 million for the three months ended September 30, 2023. On a reported basis, revenue increased by 4.9% (5.4% CN) for the three months ended September 30, 2024.
Current wording
For the three months ended March 31, 2025, total revenue on a reported basis was $224.1 million as compared to $222.3 million for the three months ended March 31, 2024. On a reported basis, revenue increased by 0.8% (2.6% CN) for the three months ended March 31, 2025.
Previous wording
Creative revenue decreased on a reported basis by 5.2% (4.8% CN) to $410.4 million for the nine months ended September 30, 2024, compared to $432.9 million for the nine months ended September 30, 2023. The decrease for the nine months ended September 30, 2024 was driven by declines in our ALC credit sales and ultra packs, ALC Premium RF and iStock monthly subscriptions (decreased $24.9 million). These declines were largely driven by our continued focus on driving customers to our committed solutions, as well as reduced revenue from Agency customers, which are accounted for entirely within Creative revenue and purchase on mainly an ALC basis. Additionally, within our Creative committed solutions, there were increases in our iStock annual subscriptions (increased $13.4 million) which were partially offset by decreases in our Premium Access subscriptions (decreased $10.6 million).
Current wording
Creative revenue decreased on a reported basis 4.8% (3.0% CN) to $132.2 million for the three months ended March 31, 2025, compared to $138.8 million for the three months ended March 31, 2024. The decrease of $6.7 million for the three months ended March 31, 2025 was driven by declines in our ALC credit sales and ultra packs, ALC Premium RF stills and video and iStock monthly subscriptions (decreased $6.6 million). These declines were largely driven by reduced revenue from Agency customers, which are accounted for entirely within Creative revenue and purchase mainly on an ALC basis. Declines were also seen from our Unsplash advertising business largely driven by an agreement that was signed in the prior year period (decreased $1.8 million). Additionally, we saw offsetting increases in Creative subscriptions (increased $1.8 million).
Previous wording
Other revenue increased on a reported basis by $9.9 million, or 239.3%, to $14.1 million for the three months ended September 30, 2024, compared to $4.1 million for the three months ended September 30, 2023. On a currency-neutral basis, other revenue increased 240.1% compared to the same period in 2023. The increase was primarily driven by data access and/or licensing (increased $9.7 million) related to an expanded 5-year Creative content deal with an existing customer.
Current wording
Other revenue increased on a reported basis by $5.3 million, or 131.7%, to $9.3 million for the three months ended March 31, 2025, compared to $4.0 million for the three months ended March 31, 2024. On a currency-neutral basis, other revenue increased 135.5% compared to the same period in 2024. The increase was primarily driven by data access and new licensing agreements.
Previous wording
Cost of revenue for the three months ended September 30, 2024 was $64.1 million compared to $60.9 million in the same prior year period. As a percentage of total revenue, cost of revenue was 26.6% for the three months ended September 30, 2024 and September 30, 2023. Any changes in cost of revenue as a percentage of revenue compared to a prior period is due primarily to revenue mix by product. Generally, cost of revenue rates vary modestly period over period based on changes in revenue mix by product, as royalty rates vary depending on the license model and use of content.
Current wording
Cost of revenue for the three months ended March 31, 2025 was $60.2 million compared to $60.3 million in the same prior year period. As a percentage of total revenue, cost of revenue was 26.9% and 27.1% for the three months ended March 31, 2025 and March 31, 2024, respectively. Any changes in cost of revenue as a percentage of revenue compared to a prior period is due primarily to revenue mix by product. Generally, cost of revenue rates vary modestly period over period based on changes in revenue mix by product, as royalty rates vary depending on the license model and use of content.
Previous wording
Reported SG&A expense increased by $2.9 million or 3.0% (increased 3.4% CN) for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. SG&A fluctuations from the prior period include the following:
Current wording
Reported SG&A expense decreased by$2.7 million or 2.7% (decreased 1.4% CN) for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. SG&A fluctuations from the prior period include the following:
Previous wording
•decrease in professional fees of $1.4 million for the nine months ended September 30, 2024, primarily related to legal fees for litigation-related activities.
Current wording
•increase of $1.4 million related to professional fees for the three months ended March 31, 2025, primarily related to legal fees incurred for several of our ongoing AI litigation case.
Previous wording
Depreciation expense was $14.9 million for the three months ended September 30, 2024, an increase of $1.1 million or 7.9% compared to $13.8 million for the three months ended September 30, 2023. The increase is due to capital investments made that are primarily related to internally software development as we continue to innovate and invest in the design, user experience and performance of our websites.
Current wording
Depreciation expense was $14.9 million for the three months ended March 31, 2025, an increase of $0.6 million or 4.1% compared to $14.4 million for the three months ended March 31, 2024. The increase is due to capital investments made that are primarily related to internal software development as we continue to innovate and invest in the design, user experience and performance of our websites.
Previous wording
For the three months ended September 30, 2024, amortization expense was $0.6 million, which was a decrease of $6.7 million or 91.9% compared to $7.3 million for the three months ended September 30, 2023. The decline was attributed to several of the Company’s intangible assets becoming fully amortized in the prior year.
Current wording
For the three months ended March 31, 2025, amortization expense was $0.6 million, which was relatively flat compared to $0.5 million for the three months ended March 31, 2024.
Previous wording
For the three months ended September 30, 2024, the Company recognized loss on litigation of $3.2 million compared to $106.1 million for the three months ended September 30, 2023. The loss on litigation consists of the summary judgement amounts recognized in 2023 related to two lawsuits filed by former public warrant holders, interest on the summary judgment, legal fees, and amortization of fees related to an appeal bond. The Company will continue to see these expenses as we navigate through the appeal of the judgment in the actions captioned by Alta Partners, LLC. V Getty Images Holdings, Inc., Case No. 1:22-cv-08916 and CRCM Institutional Master Fund (BVI) LTD. et al v. Getty Images Holdings, Inc., Case No. 1:23-cv-01074, and incur legal fees related to the additional warrant cases.
Current wording
For the three months ended March 31, 2025, the Company recognized loss on litigation of $4.3 million compared to $2.0 million for the three months ended March 31, 2024. The loss on litigation consists of the interest on the summary judgment, legal fees, and amortization of fees related to appeal bond. The Company will continue to see these expenses as we navigate through the appeal of the judgment in the actions captioned by Alta Partners, LLC. V Getty Images Holdings, Inc., Case No. 1:22-cv-08916 and CRCM Institutional Master Fund (BVI) LTD. et al v. Getty Images Holdings, Inc., Case No. 1:23-cv-01074, and incur legal fees related to the additional warrant cases.
Previous wording
Other operating expenses - net was $3.6 million for the nine months ended September 30, 2024, compared to $0.6 million for the nine months ended September 30, 2023. Acquisition costs, settlements of claims, and pre-acquisition Unsplash employment tax obligations drove the increase. We expect other operating expenses to fluctuate from period to period as this line item is heavily influenced by non-recurring events such as claims, settlements, and gains/losses on asset disposals.
Current wording
Other operating expenses - net was $18.4 million for the year ended March 31, 2025, compared to $3.1 million in the year ended March 31, 2024. This increase is primarily driven by costs incurred related to our proposed merger with Shutterstock. We expect other operating expenses to fluctuate from period to period as this line item is heavily influenced by non-recurring events such as mergers and acquisitions, claims, settlements, and gains/losses on asset disposals.
Previous wording
We recognized interest expense of $34.0 million and $32.3 million for the three months ended September 30, 2024 and September 30, 2023, respectively. Our interest expense primarily consists of interest charges on our outstanding U.S. dollar and Euro term loans (the “Term Loans”), Senior Unsecured Notes (the “Senior Notes”), and our revolving credit facility which remains undrawn, as well as the amortization of original issue discount on our Term Loans and amortization of deferred debt financing fees. The increase in interest expense from the prior year period was primarily due to the maturity of our interest rate swap.
Current wording
We recognized interest expense of $32.7 million for each of the three months period ended March 31, 2025 and March 31, 2024. Our interest expense primarily consists of interest charges on our on our Old Term Loans, New Term Loans, Senior Notes, and our revolving credit facility which remains undrawn, as well as the amortization of original issue discount and debt issuance costs on our Old Term Loans and New Term Loans and amortization of deferred debt financing fees. See “Note 7 - Debt” for additional discussions on our debt.
Previous wording
We did not recognize any fair value adjustments for our swaps for the three months ended September 30, 2024, as our interest rate swap matured in February 2024. During the three months ended September 30, 2023 we recognized net losses of $2.3 million for our swaps. The losses were driven by changes in interest rates relative to the rates in our derivatives.
Current wording
We previously held positions in interest rate swaps, which expired in February 2024, and recognized net losses of $1.5 million during the three months ended March 31, 2024. These loses were driven by changes in interest rates relative to the rates in our derivatives.
Previous wording
While we have experienced volatility in the fair value adjustments on our derivative instruments, we believe hedging allows us to reduce our exposure to interest rate and foreign currency risks. We will continue to evaluate opportunities to utilize swaps, forwards, and other instruments to mitigate financial risks associated with our business.
Current wording
While we have experienced volatility in the fair value adjustments on our expired derivative instruments, we believe hedging allowed us to reduce our exposure to interest rate and foreign currency risks. We will continue to evaluate opportunities to utilize swaps, forwards, and other instruments to mitigate financial risks associated with our business.
Previous wording
We recognized foreign exchange losses, net of $28.7 million for the three months ended September 30, 2024, compared to net gains of $16.5 million for the three months ended September 30, 2023. These changes are primarily driven by fluctuations in the EUR related to our EUR Term Loans.
Current wording
We recognized foreign exchange losses, net of $25.1 million for the three months ended March 31, 2025, compared to net gains of $16.4 million for the three months ended March 31, 2024. These changes are primarily driven by fluctuations in the EUR related to our Old EUR Term Loans and New EUR Term Loans.
Previous wording
We recognized insignificant amounts of other operating expense (income), net for the three months ended September 30, 2024 and 2023.
Current wording
Other non-operating (expense) income – net
Previous wording
Our sources of liquidity are our existing cash and cash equivalents, cash provided by operations and amounts available under our revolving credit facility. As of September 30, 2024 and December 31, 2023, we had cash and cash equivalents of $109.9 million and $136.6 million, respectively, and availability under our unused revolving credit facility of $150.0 million, which expires May 4, 2028. For the nine months ended September 30, 2024, we used $55.2 million of cash to prepay a portion of our USD Term Loans. Our principal liquidity needs include debt service and capital expenditures, as well as those required to support working capital, internal growth, and strategic acquisitions and investments. Deferred revenue represents the majority of our current liabilities, which given its nature is not expected to require cash settlement. We also continue to look for the optimal opportunity and market conditions to refinance our debt, including our Term Loans that mature in early 2026.
Current wording
Our sources of liquidity are our existing cash and cash equivalents, cash provided by operations and amounts available under our revolving credit facility. As of March 31, 2025 and December 31, 2024, we had cash and cash equivalents of $114.6 million and $121.2 million, respectively, and availability under our unused revolving credit facility, which expires May 4, 2028.
Previous wording
Our liquidity may also be materially and adversely affected by the resolution of pending or future tax audits and legal proceedings. We may be subject to tax liabilities in excess of amounts reserved for liabilities for uncertain tax positions on our condensed consolidated balance sheets. In addition, certain jurisdictions in which we have current open tax audits require taxpayers to pay assessed taxes in advance of contesting, whether by way of litigation or appeal, an adverse determination or assessment by the relevant taxing authority. The amount of any such advance payment depends upon the amount in controversy and may be material, and payment of any such amount could adversely affect our liquidity. A jurisdiction that collects any such advance payment generally will repay such amounts if we ultimately prevail in the related litigation or appeal. See Note 13 -Commitments and Contingencies and Note 20 -Income Taxes in our consolidated financial statements included in our 2023 Form 10-K for additional discussions of our pending tax audits and our uncertain tax positions and risks related thereto. We may also be subject to losses as a result of legal proceedings that may be in excess of amounts of insurance coverage available. In particular, we have insurance coverage of $60.0 million for losses in respect of the Initial Warrant Litigation, the Follow-on Warrant Litigation (each as defined in Note 12 -Legal Proceedings and Contingencies) and any additional litigation that is filed based on related facts or circumstances, including legal fees and expenses. As of September 30, 2024, we had a remaining insurance recovery receivable related thereto of approximately $46.0 million, with related litigation reserves of $102.2 million. The Company has posted an appeal bond in respect of the Initial Warrant Litigation and, to date, no portion of the judgments entered in the Initial Warrant Litigation, which are subject to appeal, has been paid. To the extent not reimbursed by insurance, we expect to fund any payments required for the resolution of pending legal proceedings with our sources of liquidity. See Note 12 -Legal Proceedings and Contingencies herein for additional discussions of the Initial Warrant Litigation and the Follow-On Warrant Litigation.
Current wording
We may also be subject to losses as a result of legal proceedings that may be in excess of amounts of insurance coverage available. In particular, we have insurance coverage of $60.0 million for losses in respect of the Initial Warrant Litigation, the Follow-on Warrant Litigation (each as defined in “Note 12 - Legal Proceedings and Contingencies”) and any additional litigation that is filed based on related facts or circumstances, including legal fees and expenses. As of March 31, 2025, we had a remaining insurance recovery receivable related thereto of approximately $40.0 million, with related litigation reserves of $112.4 million. The Company has posted an appeal bond in respect of the Initial Warrant Litigation and, to date, no portion of the judgments entered in the Initial Warrant Litigation, which are subject to appeal, has been paid. To the extent not reimbursed by insurance, we expect to fund any payments required for the resolution of pending legal proceedings with our sources of liquidity. See “Note 12 - Legal Proceedings and Contingencies” herein for additional discussions of the Initial Warrant Litigation and the Follow-On Warrant Litigation.
Previous wording
Cash provided by operating activities is primarily comprised of net income, as adjusted for non-cash items, and changes in operating assets and liabilities. Non-cash adjustments consist primarily of depreciation, amortization, unrealized gains and losses on our foreign denominated debt, and equity-based compensation.
Current wording
Cash provided by operating activities is primarily comprised of net income, as adjusted for non-cash items, and changes in operating assets and liabilities. Non-cash adjustments consist primarily of depreciation and amortization, unrealized gains and losses on our foreign denominated debt, equity-based compensation and deferred income taxes.
Previous wording
For the nine months ended September 30, 2024 cash provided by operating activities was $78.6 million, as compared to cash provided by operating activities of $99.0 million for the nine months ended September 30, 2023. The decrease in cash provided by operating activities was primarily driven by an increase in cash paid for interest and taxes.
Current wording
For the three months ended March 31, 2025 cash provided by operating activities was $15.4 million, as compared to cash provided by operating activities of $21.5 million for the three months ended March 31, 2024. The decrease in cash provided by operating activities was primarily driven by an increase in working capital in the three months ended March 31, 2025.
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Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
A shift in the product mix of our revenue may affect our overall cost of revenue as a percentage of revenue. Our revenues and profitability are also subject to fluctuations in foreign exchange rates. The weakening or strengthening of our reporting currency, the U.S. Dollar, during any given period as compared to currencies that we collect revenues in, most notably, the Euro and British pound, impacts our reported revenues.
Current report — wording carried from elsewhere
Our principal liquidity needs include debt service and capital expenditures, as well as those required to support working capital, internal growth, and strategic acquisitions and investments. Deferred revenue represents the majority of our current liabilities, which given its nature is not expected to require cash settlement.
Current report — wording carried from elsewhere
U.S. dollar. We believe that this presentation provides useful supplemental information regarding changes in our revenue not driven by fluctuations in the value of foreign currencies.
Rearranged previous paragraphs (10)
Previous report — wording carried elsewhere
A significant portion of the business has transitioned to a subscription model with strong retention characteristics.
Previous report — wording carried elsewhere
“Other comprehensive income (loss)”, as a separate component of stockholder’s equity. The Company recognized net foreign currency translation adjustment gains of $7.5 million during the nine months ended September 30, 2024 and net foreign currency translation adjustment losses of $3.0 million during the nine months ended September 30, 2023.
Previous report — wording carried elsewhere
The timing of our revenue recognition can be influenced by several factors, including the nature of the contract with the customer, and the Company’s estimates regarding unused content and customer download patterns. These factors can lead to variability in the timing and amount of revenue recognized in a given period. The weakening or strengthening of our reporting currency, the U.S. dollar, during any given period compared to currencies we collect revenues in, most notably, the Euro and British pound, impacts our reported revenues.
Previous report — wording carried elsewhere
Cost of revenue for the nine months ended September 30, 2024 was $187.4 million compared to $187.6 million in the same prior year period. As a percentage of total revenue, cost of revenue was 27.1% for the nine months September 30, 2024, compared to 27.2% for the nine months ended September 30, 2023. The change in cost of revenue as a percentage of revenue compared to the prior year was due primarily to revenue mix by product. Generally, cost of revenue rates vary modestly period over period based on changes in revenue mix by product, as royalty rates vary depending on the license model and use of content.
Previous report — wording carried elsewhere
Reported SG&A expense increased by $1.4 million or 0.5% (0.6% CN) for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. SG&A fluctuations from the prior period include the following:
Previous report — wording carried elsewhere
Depreciation expense was $43.9 million for the nine months ended September 30, 2024, an increase of $3.6 million or 8.9% compared to $40.3 million for the nine months ended September 30, 2023. The increase is due to capital investments made that are primarily related to internal software development as we continue to innovate and invest in the design, user experience and performance of our websites.
Previous report — wording carried elsewhere
For the nine months ended September 30, 2024, the Company recognized loss on litigation of $8.0 million compared to $112.5 million for the nine months ended September 30, 2023. The loss on litigation consists of the summary judgement amounts recognized in 2023 related to two lawsuits filed by former public warrant holders, interest on the summary judgment, legal fees, and amortization of fees related to appeal bond. The Company will continue to see these expenses as we navigate through the appeal of the judgment in the actions captioned by Alta Partners, LLC. V Getty Images Holdings, Inc., Case No. 1:22-cv-08916 and CRCM Institutional Master Fund (BVI) LTD. et al v. Getty Images Holdings, Inc., Case No. 1:23-cv-01074, and incur legal fees related to the additional warrant cases.
Previous report — wording carried elsewhere
Loss on fair value adjustment for swaps – net
Previous report — wording carried elsewhere
While we have experienced volatility in the fair value adjustments on our derivative instruments, we believe hedging allows us to reduce our exposure to interest rate and foreign currency risks. We will continue to evaluate opportunities to utilize swaps, forwards, and other instruments to mitigate financial risks associated with our business.
Previous report — wording carried elsewhere
We expect continued volatility in foreign exchange gains and losses each period based on fluctuations in exchange rates impacting our foreign currency exposures.