Item 2.05 Costs Associated with Exit or Disposal Activities.
On August 4, 2020, Booking Holdings Inc. (the "Company") filed a Current Report
on Form 8-K (the "Original 8-K") with the U.S. Securities and Exchange
Commission to announce restructuring actions at Booking.com as a result of the
impact of the COVID-19 pandemic on Booking.com and the travel industry. This
Current Report on Form 8-K/A amends and supplements the Original 8-K to disclose
the Company's estimate of certain additional costs related to the restructuring
actions.
On September 3, 2020, the Company approved a plan for Booking.com's reduction in
force that impacts approximately 10% of Booking.com's global workforce (the
"Approved Plan"), which does not include intended reductions in force in certain
other countries (including the Netherlands and the United Kingdom) where
Booking.com continues to be engaged in the process of consulting with its works
councils, employee representatives and other relevant organizations.
Restructuring actions under the Approved Plan commenced on September 7, 2020 and
are expected to be substantially completed by December 2020. In connection with
the Approved Plan, the Company expects to incur employment termination and
related costs in the estimated range of $50 million to $55 million. The Approved
Plan does not include actions related to the leased facilities impacted by the
reduction in force and other contract terminations or modifications, as the
Company's evaluation of various alternative courses of action is still in
progress.
As the Company consults with works councils, employee representatives and other
organizations regarding its intentions, the Company expects to develop more
clarity on the timing, the number of affected employees, financial impact and
other aspects of the contemplated cost reduction actions in the remaining
countries that are not part of the Approved Plan. Subject to such ongoing
consultations, the Company still expects to reduce Booking.com's global
workforce by up to approximately 25%, including those employees impacted by the
Approved Plan.
Because the Company's intentions with respect to its restructuring actions at
Booking.com are subject to the consultation processes described above, working
through legal requirements in multiple jurisdictions and completing our analysis
of related costs, the Company is currently unable to make a good faith
determination of an estimate or range of estimates of employment termination and
related costs associated with the countries not included in the Approved Plan or
other restructuring costs required by paragraph (b), or an estimate or range of
estimates required by paragraphs (c) and (d) of Item 2.05 of Form 8-K with
respect to such actions. The Company will file an additional amendment or
amendments to the Original 8-K after it determines such estimate or range of
estimates. This Current Report on Form 8-K/A supplements and does not supersede
the Original 8-K. The remainder of the Original 8-K is unchanged. Accordingly,
this Current Report on Form 8-K/A should be read in conjunction with the
Original 8-K.
This Current Report on Form 8-K/A 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 quarterly report on Form 10-Q and 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.
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