Document
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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) March 9, 2020
 
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 offices)
 
(Zip Code)
 
Registrant's telephone number, including area code: (203) 299-8000

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

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
0.800% Senior Notes Due 2022
 
BKNG 22A
 
The NASDAQ Stock Market LLC
2.150% Senior Notes Due 2022
 
BKNG 22
 
The NASDAQ Stock Market LLC
2.375% Senior Notes Due 2024
 
BKNG 24
 
The NASDAQ Stock Market LLC
1.800% Senior Notes Due 2027
 
BKNG 27
 
The NASDAQ Stock Market LLC
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-4c  under the Exchange Act (17 CFR 240.13e-4(c))

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.





Item 7.01    Regulation FD Disclosure.

On March 9, 2020, the Company issued a press release announcing that it is withdrawing its previously announced first quarter 2020 financial guidance as a result of the worsening impact of the COVID-19 outbreak on travel demand. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit    Description

Press Release, dated March 9, 2020.

104
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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/ Peter J. Millones
 
 
Name:
Peter J. Millones
 
 
Title:
Executive Vice President and General Counsel
 
 
Date:  March 9, 2020



Exhibit

EXHIBIT 99.1
https://cdn.kscope.io/8a1a8f7449956845ce25facd756228ea-guidancereleasedraft0_image1.jpg

BOOKING HOLDINGS WITHDRAWS FIRST QUARTER 2020 FINANCIAL GUIDANCE DUE TO WORSENING IMPACT OF COVID-19


NORWALK, Conn., March 9, 2020 - Booking Holdings Inc. (NASDAQ: BKNG) announced today that it is withdrawing its previously announced first quarter 2020 financial guidance as a result of the worsening impact of the COVID-19 outbreak on travel demand.

Glenn D. Fogel, President and Chief Executive Officer of Booking Holdings, said, “As we explained when we provided first quarter 2020 guidance during our fourth quarter earnings announcement on February 26, 2020, the circumstances of the COVID-19 outbreak are changing rapidly and our guidance was based on the information we had at the time. As the situation has worsened and the negative impact on travel demand has increased since we provided guidance, in particular more broadly across Europe and in North America, we have decided to withdraw that guidance. Given the rapidly evolving situation, we are unable at this time to reliably quantify the impact of the COVID-19 outbreak on our future financial results. We plan to provide more information during our first quarter earnings call based on the information we have available at that time.”
Mr. Fogel continued, “While the full impact and duration of the COVID-19 outbreak is unknown at this time, we have been through travel disruptions in the past and expect that this disruption will ultimately be temporary. We believe the company has a strong operating model and solid balance sheet, which will enable us to weather this disruption. We remain confident in our long-term prospects and strategy, and we will continue to manage the company in a measured way to build value for the long term. In the meantime, we will continue to monitor the situation and support our customers, partners and employees during this difficult time. Our thoughts remain with the people impacted by this outbreak.”
Forward-Looking Statements
This press release contains forward-looking statements.  These forward-looking statements reflect our views regarding current expectations and projections about future events and conditions and are based on currently available information. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions



that are difficult to predict, including the 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, we undertake 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 we file or furnish 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.
About Booking Holdings
Booking Holdings (NASDAQ: BKNG) is the world leader in online travel and related services, provided to customers and partners in over 230 countries and territories through six primary consumer-facing brands - Booking.com, KAYAK, priceline.com, agoda.com, Rentalcars.com and OpenTable. The mission of Booking Holdings is to make it easier for everyone to experience the world. For more information, visit Bookingholdings.com.