Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 8, 2024

Booking Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		1-36691		06-1528493
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

800 Connecticut Avenue	Norwalk	Connecticut		06854
(Address of principal executive offices)				(zip code)

Registrant's telephone number, including area code: [phone]

N/A

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

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

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

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

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

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

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class:		Trading Symbol		Name of Each Exchange on which Registered:
Common Stock par value $0.008 per share		BKNG		The NASDAQ Global Select Market
0.100% Senior Notes Due 2025		BKNG 25		The NASDAQ Stock Market LLC
4.000% Senior Notes Due 2026		BKNG 26		The NASDAQ Stock Market LLC
1.800% Senior Notes Due 2027		BKNG 27		The NASDAQ Stock Market LLC
0.500% Senior Notes Due 2028		BKNG 28		The NASDAQ Stock Market LLC
3.625% Senior Notes Due 2028		BKNG 28A		The NASDAQ Stock Market LLC
4.250% Senior Notes Due 2029		BKNG 29		The NASDAQ Stock Market LLC
3.500% Senior Notes Due 2029		BKNG 29A		The NASDAQ Stock Market LLC
4.500% Senior Notes Due 2031		BKNG 31		The NASDAQ Stock Market LLC
3.625% Senior Notes Due 2032		BKNG 32		The NASDAQ Stock Market LLC
4.125% Senior Notes Due 2033		BKNG 33		The NASDAQ Stock Market LLC
4.750% Senior Notes Due 2034		BKNG 34		The NASDAQ Stock Market LLC
3.750% Senior Notes Due 2036		BKNG 36		The NASDAQ Stock Market LLC
4.000% Senior Notes Due 2044		BKNG 44		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.05. Costs Associated with Exit or Disposal Activities.

On November 8, 2024, Booking Holdings Inc. (the “Company”) announced its intention to implement certain organizational changes, including modernizing processes and systems, an expected workforce reduction, optimizing procurement, and seeking real estate savings. We believe these efforts will improve operating expense efficiency, increase organizational agility, free up resources that can be reinvested into further improving our offering to both travelers and partners, and better position the Company for the long term. We will be consulting with works councils, employee representatives, and other relevant organizations, and expect to develop more clarity on these organizational changes, including with respect to timing, expected impact on employees, financial impact, and other aspects of the contemplated changes in due course.

Because the Company’s plans are subject to the consultation and other processes described above, legal requirements in multiple jurisdictions, and completing its analysis of related costs, the Company is currently unable to make a good faith determination of an estimate or range of estimates required by paragraphs (b), (c), and (d) of Item 2.05 of Form 8-K with respect to such actions. The Company intends to file an amendment to this report after it makes such determination.

This Current Report contains forward-looking statements, which reflect our views regarding current expectations and projections about future events and conditions and are based on currently available information. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions that are difficult to predict, including, among others, the ability of the Company to manage works council and other consultation processes, potential operational disruptions as a result of the expected organizational changes, the ability of the Company to achieve the expected benefits from such plan, and the other Risk Factors identified in our most recently filed annual report on Form 10-K; therefore, our actual results could differ materially from those expressed, implied, or forecast in any such forward-looking statements. Expressions of future goals and expectations and similar expressions, including “may,” “will,” “should,” “could,” “aims,” “seeks,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” and “continue,” reflecting something other than historical fact are intended to identify forward-looking statements. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the reports and documents the Company files or furnishes from time to time with the Securities and Exchange Commission, particularly our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K.

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SIGNATURES

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

	BOOKING HOLDINGS INC.
	By:	/s/ Ewout L. Steenbergen
		Name	Ewout L. Steenbergen
		Title	Executive Vice President and Chief Financial Officer

Date: November 8, 2024

Document and Entity Information	Nov. 08, 2024
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 08, 2024
Entity File Number	1-36691
Entity Registrant Name	Booking Holdings Inc.
Entity Central Index Key	0001075531
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	06-1528493
Entity Address, Address Line One	800 Connecticut Avenue
Entity Address, City or Town	Norwalk
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06854
City Area Code	203
Local Phone Number	299-8000
Title of 12(b) Security	Common Stock par value $0.008 per share
Trading Symbol	BKNG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
0.100% Senior Notes Due 2025 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	0.100% Senior Notes Due 2025
Trading Symbol	BKNG 25
Security Exchange Name	NASDAQ
4.000% Senior Notes Due 2026 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	4.000% Senior Notes Due 2026
Trading Symbol	BKNG 26
Security Exchange Name	NASDAQ
1.800% Senior Notes Due 2027 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	1.800% Senior Notes Due 2027
Trading Symbol	BKNG 27
Security Exchange Name	NASDAQ
0.500% Senior Notes Due 2028 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	0.500% Senior Notes Due 2028
Trading Symbol	BKNG 28
Security Exchange Name	NASDAQ
3.625% Senior Notes Due 2028 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	3.625% Senior Notes Due 2028
Trading Symbol	BKNG 28A
Security Exchange Name	NASDAQ
4.250% Senior Notes Due 2029 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	4.250% Senior Notes Due 2029
Trading Symbol	BKNG 29
Security Exchange Name	NASDAQ
3.500% Senior Notes Due 2029 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	3.500% Senior Notes Due 2029
Trading Symbol	BKNG 29A
Security Exchange Name	NASDAQ
4.500% Senior Notes Due 2031 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	4.500% Senior Notes Due 2031
Trading Symbol	BKNG 31
Security Exchange Name	NASDAQ
3.625% Senior Notes Due 2032 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	3.625% Senior Notes Due 2032
Trading Symbol	BKNG 32
Security Exchange Name	NASDAQ
4.125% Senior Notes Due 2033 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	4.125% Senior Notes Due 2033
Trading Symbol	BKNG 33
Security Exchange Name	NASDAQ
4.750% Senior Notes Due 2034 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	4.750% Senior Notes Due 2034
Trading Symbol	BKNG 34
Security Exchange Name	NASDAQ
3.750% Senior Notes Due 2036 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	3.750% Senior Notes Due 2036
Trading Symbol	BKNG 36
Security Exchange Name	NASDAQ
4.000% Senior Notes Due 2044 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	4.000% Senior Notes Due 2044
Trading Symbol	BKNG 44
Security Exchange Name	NASDAQ

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