新濠博亚娱乐 2025年年度报告和过渡报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024OR MELCO RESORTS & ENTERTAINMENT LIMITED (Exact name of Registrant as specified in its charter) (Translation of Registrant’s name into English)Cayman Islands(Jurisdiction of incorporation or organization)71 Robinson Road#04-03,Singapore068895and38th Floor, The Centrium, 60 Wyndham Street,Central,Hong Kong(Address of principal executive offices)Amy Kuzdowicz, Senior Vice President, Chief Accounting OfficerTel+658488 9770or +852 2598 3600, Fax +852 2537 361871 Robinson Road#04-03,Singapore068895(Name,Telephone,E-mailand/orFacsimilenumber and Address of Company Contact Person)Securities registered or to be registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Table of Contents TABLE OF CONTENTS INTRODUCTIONGLOSSARYSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSEXCHANGE RATE INFORMATIONPART IITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLEITEM 3. KEY INFORMATIONA. [RESERVED]B. CAPITALIZATION AND INDEBTEDNESSC. REASONS FOR THE OFFER AND USE OF PROCEEDSD. RISK FACTORSITEM 4. INFORMATION ON THE COMPANYA. HISTORY AND DEVELOPMENT OF THE COMPANYB. BUSINESS OVERVIEWC. ORGANIZATIONAL STRUCTURED. PROPERTY, PLANT AND EQUIPMENTITEM 4A. UNRESOLVED STAFF COMMENTSITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTSA. OPERATING RESULTSB. LIQUIDITY AND CAPITAL RESOURCESC. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.D. TREND INFORMATIONE. CRITICAL ACCOUNTING ESTIMATESITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESA. DIRECTORS AND SENIOR MANAGEMENTB. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERSC. BOARD PRACTICESD. EMPLOYEESE. SHARE OWNERSHIPF. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATIONITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSA. MAJOR SHAREHOLDERSB. RELATED PARTY TRANSACTIONSC. INTERESTS OF EXPERTS AND COUNSELITEM 8. FINANCIAL INFORMATIONA. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATIONB. SIGNIFICANT CHANGESITEM 9. THE OFFER AND LISTINGA. OFFERING AND LISTING DETAILSB. PLAN OF DISTRIBUTIONC. MARKETSD. SELLING SHAREHOLDERSE. DILUTIONF. EXPENSES OF THE ISSUEITEM 10. ADDITIONAL INFORMATIONA. SHARE CAPITALB. MEMORANDUM AND ARTICLES OF ASSOCIATION Table of Contents C. MATERIAL CONTRACTSD. EXCHANGE CONTROLSE. TAXATIONF. DIVIDENDS AND PAYING AGENTSG. STATEMENT BY EXPERTSH. DOCUMENTS ON DISPLAYI. SUBSIDIARY INFORMATIONJ. ANNUAL REPORT TO SECURITY HOLDERSITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESA. DEBT SECURITIESB. WARRANTS AND RIGHTSC. OTHER SECURITIESD. AMERICAN DEPOSITARY SHARESPART IIITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIESITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDSITEM 15. CONTROLS AND PROCEDURESITEM 16. [RESERVED]ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERTITEM 16B. CODE OF ETHICSITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICESITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEESITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERSITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANTITEM 16G. CORPORATE GOVERNANCEITEM 16H. MINE SAFETY DISCLOSUREITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONSITEM 16J. INSIDER TRADING POLICIESITEM 16K. CYBERSECURITYPART IIIITEM 17. FINANCIAL STATEMENTSITEM 18. FINANCIAL STATEMENTSITEM 19. EXHIBITS SIGNATURESINDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents INTRODUCTION In this annual reportonForm20-F,unlessotherwiseindicated: •“2013 Studio City Project Facility” refers to the senior secured project facility, dated January28, 2013 and as amended from time to time,entered into between, among others, Studio City Company, as borrower, and certain subsidiaries as guarantors, comprising a term loanfacility of HK$10,080,460,000 (equivalent to US$1.3 billion) and a revolving credit facility of HK$775,420,000 (equivalent to US$100million), and was amended, restated and extended by the 2016 Studio City Senior Secured Credit Facility; “2015 Credit Facilities” refers to the HK$13.65billion (equivalent to US$1.75billion) senior secured credit facilities agreement datedJune19, 2015, entered into by Melco Resorts Macau, as borrower, comprising (i)a Hong Kong dollar term loan facility ofHK$3.90billion (equivalent to US$500.0million) with a term of six years and (ii)a HK$9.75billion (equivalent to US$1.25 billion)revolving credit facility, and following the repayment of all outstan