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Melco Resorts & Entertainment LTD

Melco Resorts & Entertainment LTDMLCO決算レポート

Nasdaq · hospitality industry

Melco Resorts & Entertainment Limited is a developer, owner and operator of integrated resorts with entertainment and casino gaming facilities in Asia and Europe. Based in Hong Kong, the company is listed on the NASDAQ. Originally known as Melco Crown Entertainment, Melco Resorts was founded in 2004 as a joint venture between Melco International and Crown Limited. Melco Crown became Melco Resorts & Entertainment in May 2017 and currently operates as a subsidiary of Melco International. Melco ...

What changed in Melco Resorts & Entertainment LTD's 20-F — 2024 vs 2025

Top changes in Melco Resorts & Entertainment LTD's 2025 20-F

1016 paragraphs added · 1014 removed · 865 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

498 edited+70 added−79 removed549 unchanged
All of our current operations, and administrative and corporate functions are conducted in Macau, Hong Kong, Singapore, the Philippines, Cyprus and Sri Lanka. We conduct our operations primarily in Macau, as well as in Cyprus and the Philippines. Our principal executive offices are located in Singapore and Hong Kong.
All of our current operations, and administrative and corporate functions are conducted in Macau, Hong Kong, Singapore, the Philippines, Cyprus and Sri Lanka. We conduct our operations primarily in Macau, as well as in the Philippines, Cyprus and Sri Lanka. Our principal executive offices are located in Singapore and Hong Kong.
We do not believe that our previous or any future offshore offerings are or will be subject to the filing procedures under the Trial Administrative New Measures and related guidelines as (i) we currently have two subsidiaries in mainland China, and the aggregate operating revenue, total profit, total assets or net assets of such subsidiaries as recorded in our audited consolidated financial statements for the most recent financial year were immaterial and will not reach the threshold under the first paragraph of Article 15 of the Trial Administrative New Measures; (ii) the main parts of the Company’s business activities are not and are not expected to be conducted in mainland China; (iii) the Company’s principal places of business are not and are not expected to be located in mainland China; (iv) the senior management in charge of the Company’s business operation are not mainland China citizens and the management does not and is not expected to be domiciled in mainland China; and (v) the risk factors disclosed in the offering document of any future offshore offerings are not expected to be predominately related to mainland China as compared to other countries and regions.
We do not believe that our previous or future offshore offerings are or will be subject to the filing procedures under the Trial Administrative New Measures and related guidelines as (i) we currently have two subsidiaries in mainland China, and the aggregate operating revenue, total profit, total assets or net assets of such subsidiaries as recorded in our audited consolidated financial statements for the most recent financial year were immaterial and will not reach the threshold under the first paragraph of Article 15 of the Trial Administrative New Measures; (ii) the main parts of the Company’s business activities are not and are not expected to be conducted in mainland China; (iii) the Company’s principal places of business are not and are not expected to be located in mainland China; (iv) the senior management in charge of the Company’s business operation are not mainland China citizens and the management does not and is not expected to be domiciled in mainland China; and (v) the risk factors disclosed in the offering document of any future offshore offerings are not expected to be predominately related to mainland China as compared to other countries and regions.
Our exposure to foreign exchange rate risk is associated with the currency of our operations and our indebtedness and as a result of the presentation of our financial statements in U.S. dollars.
Our exposure to foreign exchange rate risk is associated with the currency of our operations, our indebtedness and as a result of the presentation of our financial statements in U.S. dollars.
For example, amendments to mainland China’s criminal laws, which provide that anyone that organizes trips for mainland China citizens for the purpose of gambling outside of mainland China, including Macau, may be deemed to have conducted a criminal act, came into effect on March 1, 2021.
For example, amendments to China’s criminal laws, which provide that anyone that organizes trips for mainland China citizens for the purpose of gambling outside of mainland China, including Macau, may be deemed to have conducted a criminal act, came into effect on March 1, 2021.
Inability to maintain reliable energy supplies due to climate change disruptions may also impact our business continuity and an increase in frequency of extreme weather events could leave us vulnerable to increased insurance costs or limit or ability to obtain sufficient coverage. See “Item 3. Key Information — D.
Inability to maintain reliable energy supplies due to climate change disruptions may also impact our business continuity and an increase in frequency of extreme weather events could leave us vulnerable to increased insurance costs or limit our ability to obtain sufficient coverage. See “Item 3. Key Information — D.
We currently have three major casino-based operations in Macau, namely, City of Dreams, Altira Macau and Studio City, and non-casino based operations in Macau at our Mocha Clubs. We also have a casino-based operation in the Philippines, City of Dreams Manila.
We currently have three major casino-based operations in Macau, namely, City of Dreams, Studio City and Altira Macau, and non-casino based operations in Macau at our Mocha Clubs. We also have a casino-based operation in the Philippines, City of Dreams Manila.
Under the Macau Gaming Operations Law, concessionaires, such as Melco Resorts Macau, may continue to operate games of chance in casinos in properties that are not owned by them for a period of three years from January 1, 2023 under authorization of the Chief Executive of Macau.
Under the Macau Gaming Operations Law, concessionaires, such as Melco Resorts Macau, may continue to operate games of chance in casinos in properties that are not owned by them for a period of three years from January 1, 2023 under authorization of the Chief Executive of Macau.
City of Dreams Manila has three hotels: Nüwa Manila, Nobu Hotel and Hyatt Regency Manila, City of Dreams Manila, with 939 rooms in aggregate.
City of Dreams Manila has three hotels: Nüwa Manila, Nobu Hotel Manila and Hyatt Regency Manila, City of Dreams Manila, with 939 rooms in aggregate.
Effective from January 1, 2023, the Macau government has transferred this area to us for usage in our operations during the duration of the Concession Contract for the same fee set for the usage of the City of Dreams casino.
Effective from January 1, 2023, the Macau government has transferred this area to us for usage in our operations during the duration of the Concession Contract for the same fee set for the usage of the City of Dreams casino.
In August 2022 and October 2022, we entered into amendment agreements to the Lease Agreement with Belle Corporation, under which the parties revised the rent payable (i) for the year ended December 31, 2022; and (ii) for the year ended December 31, 2022 through the year ending December 31, 2033, respectively, subject to adjustments based on the annual headline inflation and bonus rent pursuant to the terms thereof.
In August 2022 and October 2022, we entered into amendment agreements to the Lease Agreement with Belle Corporation, under which the parties revised the rent payable (i) for the year ended December 31, 2022; and (ii) for the year ended December 31, 2022 through the year ending December 31, 2033, respectively, subject to adjustments based on the annual headline inflation and bonus rent pursuant to the terms thereof.
In addition, the mainland China government’s ongoing anti-corruption campaign has led to tighter monetary transfer regulations, including real-time monitoring of certain financial channels, reducing the amount that mainland China-issued ATM cardholders can withdraw in each withdrawal, imposing a limit on the annual aggregate amount that may be withdrawn and the launch of facial recognition and identity card checks with respect to certain ATM users, which could disrupt the amount of money visitors can bring from mainland China to Macau.
In addition, the PRC government’s ongoing anti-corruption campaign has led to tighter monetary transfer regulations, including real-time monitoring of certain financial channels, reducing the amount that mainland China-issued ATM cardholders can withdraw in each withdrawal, imposing a limit on the annual aggregate amount that may be withdrawn and the launch of facial recognition and identity card checks with respect to certain ATM users, which could disrupt the amount of money visitors can bring from mainland China to Macau.
In addition, the number of patrons visiting our properties may be affected by the mainland China government’s focus on deterring marketing of gaming to mainland China citizens and its initiatives to tighten monetary transfer regulations, increase monitoring of various transactions, including bank or credit card transactions, and reduce the amount that mainland China-issued ATM cardholders can withdraw in each withdrawal and impose a limit on the annual aggregate amount that may be withdrawn.
In addition, the number of patrons visiting our properties may be affected by the PRC government’s focus on deterring marketing of gaming to China citizens and its initiatives to tighten monetary transfer regulations, increase monitoring of various transactions, including bank or credit card transactions, and reduce the amount that mainland China-issued ATM cardholders can withdraw in each withdrawal and impose a limit on the annual aggregate amount that may be withdrawn.
There is no guarantee that economic downturns, whether actual or perceived, any further decrease in economic growth rates or an otherwise uncertain economic outlook in mainland China will not occur or persist in the future, that they will not be protracted or that governments will respond adequately to control and reverse such conditions, any of which could materially and adversely affect our business, financial condition and results of operations.
There is no guarantee that economic downturns, whether actual or perceived, any further decrease in economic growth rates or an otherwise uncertain economic outlook in China will not occur or persist in the future, that they will not be protracted or that governments will respond adequately to control and reverse such conditions, any of which could materially and adversely affect our business, financial condition and results of operations.
These regulatory agencies may impose fines and penalties on us, limit our operations, limit our ability to pay dividends outside of mainland China, limit our ability to list on stock exchanges outside of mainland China or offer our securities to foreign investors or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities.
These regulatory agencies may impose fines and penalties on us, limit our operations, limit our ability to pay dividends outside of China, limit our ability to list on stock exchanges outside of China or offer our securities to foreign investors or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities.
In addition, the mainland China Data Security Law, which was promulgated by the Standing Committee of the National People’s Congress on June 10, 2021 and took effect on September 1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection systems for data security.
In addition, the China Data Security Law, which was promulgated by the Standing Committee of the National People’s Congress on June 10, 2021 and took effect on September 1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection systems for data security.
Its oversight and discretion over our business could result in material adverse changes in our operations and the value of our ordinary shares and ADSs.” We also face risks associated with interpretations of or changes to gaming laws in the markets in which we operate, including the interpretation of the amended gaming law in Macau, as well as the continued ability by the U.S.
Its oversight and discretion over our business could result in material changes in our operations and the value of our ordinary shares and ADSs.” We also face risks associated with interpretations of or changes to gaming laws in the markets in which we operate, including the interpretation of the amended gaming law in Macau, as well as the continued ability by the U.S.
These regulatory agencies may impose fines and penalties on us, limit our operations, limit our ability to list on stock exchanges outside of mainland China or offer our securities to foreign investors or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities.
These regulatory agencies may impose fines and penalties on us, limit our operations, limit our ability to list on stock exchanges outside of China or offer our securities to foreign investors or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities.
Moreover, we believe the long-term growth in gaming and non-gaming revenues in Macau are supported by, among other things, the continuing emergence of a wealthier demographic in mainland China, a robust regulatory framework and significant new infrastructure developments in Macau and mainland China, as well as by the anticipated new supply of gaming and non-gaming facilities in Macau, which is predominantly focused on the Cotai region.
Moreover, we believe the long-term growth in gaming and non-gaming revenues in Macau are supported by, among other things, the continuing emergence of a wealthier demographic in China, a robust regulatory framework and significant new infrastructure developments in Macau and China, as well as by the anticipated new supply of gaming and non-gaming facilities in Macau, which is predominantly focused on the Cotai region.
The United States has also in certain circumstances imposed and threatened to impose further sanctions, trade embargoes, and other heightened regulatory requirements on mainland China and mainland China-based companies. The U.S. government has brought enforcement actions against ZTE Corporation and Huawei and related persons, as well as companies who engaged in unauthorized transactions with Huawei.
The United States has also in certain circumstances imposed and threatened to impose further sanctions, trade embargoes, and other heightened regulatory requirements on China and China-based companies. The U.S. government has brought enforcement actions against ZTE Corporation and Huawei and related persons, as well as companies who engaged in unauthorized transactions with Huawei.
Any changes in the laws and regulations, or in the interpretation or enforcement of these laws and regulations, that affect gaming-related activities in mainland China could require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations and have a material and adverse effect on our business and prospects, financial condition and results of operations.
Any changes in the laws and regulations, or in the interpretation or enforcement of these laws and regulations, that affect gaming-related activities in China could require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations and have a material and adverse effect on our business and prospects, financial condition and results of operations.
In addition, rules and regulations in mainland China can change quickly with little advance notice. Uncertainties due to evolving laws and regulations could impede our ability to obtain or maintain certificates, permits or licenses required to conduct business in mainland China. In the absence of required certificates, permits or licenses, governmental authorities could impose material sanctions or penalties on us.
In addition, rules and regulations in China can change quickly with little advance notice. Uncertainties due to evolving laws and regulations could impede our ability to obtain or maintain certificates, permits or licenses required to conduct business in China. In the absence of required certificates, permits or licenses, governmental authorities could impose material sanctions or penalties on us.
Termination events include, among others, endangerment to the national security of mainland China or Macau; the operation of gaming without permission or operation of a business which does not fall within the business scope of the concession; abandonment of approved business or suspension of operations of its gaming business in Macau without reasonable grounds; transfer of all or part of Melco Resorts Macau’s operation in Macau in violation of the relevant laws and administrative regulations governing the operation of games of fortune or chance and other casino games in Macau and without Macau government approval; failure to pay taxes, premiums, levies or other amounts payable to the Macau government; systematic non-compliance with the Macau Gaming Operations Law’s basic obligations; for reasons of public interest; and for failure to meet probity standards or failure to meet the investment amount and other criteria set in the Concession Contract within the period set by the Macau government.
Under the terms of the Concession Contract, termination events include, among others, endangerment to the national security of mainland China or Macau; the operation of gaming without permission or operation of a business which does not fall within the business scope of the concession; abandonment of approved business or suspension of operations of its gaming business in Macau without reasonable grounds; transfer of all or part of Melco Resorts Macau’s operation in Macau in violation of the relevant laws and administrative regulations governing the operation of games of fortune or chance and other casino games in Macau and without Macau government approval; failure to pay taxes, premiums, levies or other amounts payable to the Macau government; systematic non-compliance with the Macau Gaming Operations Law’s basic obligations; for reasons of public interest; and for failure to meet probity standards or failure to meet the investment amount and other criteria set in the Concession Contract within the period set by the Macau government.
The Philippine gaming industry is also highly regulated, including the amendment to the existing Philippines Anti-Money Laundering Act, as amended (“Philippine AMLA”), whereby casinos are included as covered persons subject to reporting and other requirements under the Philippine AMLA. The Anti-Money Laundering Council and PAGCOR have also released regulations and guidelines on compliance.
The Philippine gaming industry is also highly regulated, including the amendment to the existing Philippine Anti-Money Laundering Act, as amended (“Philippine AMLA”), whereby casinos are included as covered persons subject to reporting and other requirements under the Philippine AMLA. The Anti-Money Laundering Council and PAGCOR have also released regulations and guidelines on compliance.
Any severe contraction of liquidity in the global credit markets and/or a significant increase in interest rates may make it difficult and costly to obtain new lines of credit or to refinance existing debt and may place broad limitations on the availability of credit from credit sources as well as lengthen the recovery cycle of extended credit.
Any contraction of liquidity in the global credit markets and/or a significant increase in interest rates may make it difficult and costly to obtain new lines of credit or to refinance existing debt and may place broad limitations on the availability of credit from credit sources as well as lengthen the recovery cycle of extended credit.
For example, it could: • make it difficult for us to satisfy our debt obligations; • increase our vulnerability to general adverse economic and industry conditions, including disruptions to global economic conditions; • impair our ability to obtain additional financing in the future for working capital needs, capital expenditures, acquisitions or general corporate purposes; • require us to dedicate a significant portion of our cash flow from operations to the payment of principal and interest on our debt, which would reduce the funds available to us for our operations or expansion of our existing operations; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • place us at a competitive disadvantage as compared to our competitors, to the extent that they are not as leveraged; • subject us to higher interest expenses in the event of increases in interest rates to the extent a portion of our indebtedness bears interest at variable rates; • cause us to incur additional expenses by hedging interest rate exposures of our indebtedness and exposure to hedging counterparty failures to pay under such hedging arrangements, which would reduce the funds available to us to fund our operations; and • in the event we or one of our subsidiaries were to default, result in the loss of all or a substantial portion of our and/or our subsidiaries’ assets over which our creditors have taken or will take security.
For example, it could: • make it difficult for us to satisfy our debt obligations; 67 Table of Contents • increase our vulnerability to general adverse economic and industry conditions, including disruptions to global economic conditions; • impair our ability to obtain additional financing in the future for working capital needs, capital expenditures, acquisitions or general corporate purposes; • require us to dedicate a significant portion of our cash flow from operations to the payment of principal and interest on our debt, which would reduce the funds available to us for our operations or expansion of our existing operations; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • place us at a competitive disadvantage as compared to our competitors, to the extent that they are not as leveraged; • subject us to higher interest expenses in the event of increases in interest rates to the extent a portion of our indebtedness bears interest at variable rates; • cause us to incur additional expenses by hedging interest rate exposures of our indebtedness and exposure to hedging counterparty failures to pay under such hedging arrangements, which would reduce the funds available to us to fund our operations; and • in the event we or one of our subsidiaries were to default, result in the loss of all or a substantial portion of our and/or our subsidiaries’ assets over which our creditors have taken or will take security.
Historically, VIP rolling chip patrons introduced to us by gaming promoters were responsible for a significant portion of our gaming revenues in Macau. However, significantly increased regulatory scrutiny of gaming promoters in Macau has resulted, and may continue to result, in restrictions on their activities and the cessation of business of gaming promoters.
Historically, VIP rolling chip patrons introduced to us by gaming promoters were responsible for a significant portion of our gaming revenues in Macau. However, significantly increased regulatory scrutiny of gaming promoters in Macau has resulted, and may continue to result, in restrictions on their activities and the cessation of business of many gaming promoters.
Construction is subject to hazards that may cause personal injury or loss of life, thereby subjecting us to liabilities and possible losses, which may not be covered by insurance. The construction of large-scale properties, including the types of projects we are or may be involved in, can be dangerous.
Construction is subject to hazards that may cause personal injury or loss of life, thereby subjecting us to liabilities and possible losses, which may not be covered by insurance. The construction and renovation of large-scale properties, including the types of projects we are or may be involved in, can be dangerous.
Various factors have negatively impacted economic growth in mainland China in recent years, including the government’s efforts to cool mainland China’s housing market and disruptions caused by COVID-19 outbreaks, leading to reduced consumer discretionary budget and ultimately affecting their spending on travel and leisure.
Various factors have negatively impacted economic growth in China in recent years, including the government’s efforts to cool China’s housing market and disruptions caused by COVID-19 outbreaks, leading to reduced consumer discretionary budget and ultimately affecting their spending on travel and leisure.
In particular, economic and trade sanctions have been threatened and/or imposed by the U.S. government on a number of mainland China-based technology companies, including ZTE Corporation, Huawei Technologies Co., Ltd., or Huawei, Tencent Holdings Limited, certain of their respective affiliates, and other mainland China-based technology companies.
In particular, economic and trade sanctions have been threatened and/or imposed by the U.S. government on a number of China-based technology companies, including ZTE Corporation, Huawei Technologies Co., Ltd., or Huawei, Tencent Holdings Limited, certain of their respective affiliates, and other China-based technology companies.
Risk Factors — Risks Relating to Our Business and Operations — Policies, campaigns and measures adopted by the mainland China and/or Macau governments from time to time could materially and adversely affect our operations.” The legal and operational risks associated with operating in mainland China may also apply to our operations in Hong Kong and Macau.
Risk Factors — Risks Relating to Our Business and Operations — Policies, campaigns and measures adopted by the PRC and/or Macau governments from time to time could materially and adversely affect our operations.” The legal and operational risks associated with operating in mainland China may also apply to our operations in Hong Kong and Macau.
An extended period of reduced discretionary spending and/or disruptions or declines in travel could materially and adversely affect our business, results of operations and financial condition. In addition, our business and results of operations may be materially and adversely affected by any changes in mainland China’s economy, including any decrease in the pace of economic growth.
An extended period of reduced discretionary spending and/or disruptions or declines in travel could materially and adversely affect our business, results of operations and financial condition. In addition, our business and results of operations may be materially and adversely affected by any changes in China’s economy, including any decrease in the pace of economic growth.
These risks include, but are not limited to: • changes in Macau, mainland China, Philippine and Cypriot laws and regulations, including gaming laws and regulations or interpretations thereof, as well as mainland China travel and visa policies; • dependence on the gaming, tourism and leisure market in Macau, the Philippines and Cyprus; • limited diversification of businesses and sources of revenues; • a decline in air, land or ferry passenger traffic to Macau, the Philippines or Cyprus from mainland China and other areas or countries due to higher ticket costs, fears concerning travel, travel restrictions or otherwise, including as a result of outbreaks of widespread health epidemics or pandemics; • a decline in economic and political conditions in Macau, mainland China, the Philippines, Cyprus, Asia, Europe or the Middle East; • an increase in competition within the gaming industry in Macau, the Philippines, Cyprus or generally in Asia or in Europe; • inaccessibility to Macau, the Philippines or Cyprus due to inclement weather, road construction or closure of primary access routes; • austerity measures imposed now or in the future by the governments in mainland China or other countries in Asia or in Europe; • tightened control of cross-border fund transfers, foreign exchange and/or anti-money laundering regulations or policies effected by the mainland China, Macau, Philippine and/or Cyprus governments; • any enforcement or legal measures taken by the mainland China government to deter gaming activities and/or marketing thereof; • natural and other disasters, including typhoons, earthquakes, volcano eruptions, outbreaks of infectious diseases, terrorism, violent criminal activities or disruption affecting Macau, the Philippines or Cyprus; • lower than expected rate of increase or decrease in the number of visitors to Macau, the Philippines or Cyprus; • relaxation of regulations on gaming laws in other regional economies that could compete with the Macau, the Philippines and the Cypriot markets; • government restrictions on growth of gaming markets, including policies on gaming table and electronic gaming machine allocation and caps; and • a decrease in gaming activities and other spending at our properties.
These risks include, but are not limited to: • changes in Macau, PRC, Philippine and Cypriot laws and regulations, including gaming laws and regulations or interpretations thereof, as well as China travel and visa policies; • dependence on the gaming, tourism and leisure market in China, the Philippines and Cyprus; • limited diversification of businesses and sources of revenues; • a decline in air, land or ferry passenger traffic to Macau, the Philippines and Cyprus from China and other areas or countries due to higher ticket costs, fears concerning travel, travel restrictions or otherwise, including as a result of outbreaks of widespread health epidemics or pandemics; • a decline in economic and political conditions in China, the Philippines and Cyprus, Asia, Europe or the Middle East; • an increase in competition within the gaming industry in Macau, the Philippines, Cyprus or generally in Asia or Europe; • inaccessibility to Macau, the Philippines or Cyprus due to inclement weather, road construction or closure of primary access routes; • austerity measures imposed now or in the future by the governments in China or other countries in Asia or Europe; • tightened control of cross-border fund transfers, foreign exchange and/or anti-money laundering regulations or policies effected by the PRC, Macau, Philippine and/or Cyprus governments; • any enforcement or legal measures taken by the PRC government to deter gaming activities and/or marketing thereof; • natural and other disasters, including typhoons, earthquakes, volcano eruptions, outbreaks of infectious diseases, terrorism, violent criminal activities or other disruptions affecting Macau, the Philippines or Cyprus; • lower than expected rate of increase or a decrease in the number of visitors to Macau, the Philippines or Cyprus; • relaxation of regulations on gaming laws in other regional economies that could compete with the Macau, Philippines and Cypriot markets; • government restrictions on growth of gaming markets, including policies on gaming table and electronic gaming machine allocation and caps; and • a decrease in gaming activities and other spending at our properties.
Our expanded operations in Cyprus require significant resources and investments and we may in the future make other acquisitions, investments or strategic transactions that require significant capital commitments and resources. Should we pursue acquisitions in mainland China, we will be subject to a variety of mainland China anti-monopoly laws.
Our expanded operations in Cyprus require significant resources and investments and we may in the future make other acquisitions, investments or strategic transactions that require significant capital commitments and resources. Should we pursue acquisitions in mainland China, we will be subject to a variety of PRC anti-monopoly laws.
On July 31, 2019, we entered into a shareholders’ agreement with The Cyprus Phassouri (Zakaki) Limited regarding certain commercial and financial arrangements pursuant to which we will, as more fully set out in additional management and service contracts, (i) provide certain corporate-level management services to ICR Cyprus and its subsidiaries for a fixed amount of EUR2 million (equivalent to approximately US$2.1 million) per annum and (ii) have the right to receive an allotment of preference shares in the gaming license-holding subsidiary of ICR Cyprus which will provide the right to a preferential dividend, among other terms.
On July 31, 2019, we entered into a shareholders’ agreement with The Cyprus Phassouri (Zakaki) Limited regarding certain commercial and financial arrangements pursuant to which we will, as more fully set out in additional management and service contracts, (i) provide certain corporate-level management services to ICR Cyprus and its subsidiaries for a fixed amount of EUR2 million (equivalent to approximately US$2.4 million) per annum and (ii) have the right to receive an allotment of preference shares in the gaming license-holding subsidiary of ICR Cyprus which will provide the right to a preferential dividend, among other terms.
The mainland China government further restricts the number of days that resident citizens of mainland China may spend in Macau for certain types of travel. Such travel and visa restrictions, and any changes imposed by the mainland China government from time to time, could disrupt the number of visitors from mainland China to our properties.
The PRC government further restricts the number of days that resident citizens of mainland China may spend in Macau for certain types of travel. Such travel and visa restrictions, and any changes imposed by the PRC government from time to time, could disrupt the number of visitors from China to our properties.
For example, our business and operations are affected by the travel or visa restrictions imposed by mainland China on its citizens from time to time. Even before the COVID-19 outbreak, the mainland China government imposed restrictions on exit visas granted to resident citizens of mainland China for travel to Macau.
For example, our business and operations are affected by the travel or visa restrictions imposed by China on its citizens from time to time. Even before the COVID-19 outbreak, the PRC government imposed restrictions on exit visas granted to resident citizens of mainland China for travel to Macau.
Our revenues and profitability could be materially reduced to the extent that a health epidemic or other outbreak harms the mainland China or global economy in general. Health and safety or food safety incidents at our properties may lead to reputational damage and financial exposures.
Our revenues and profitability could be materially reduced to the extent that a health epidemic or other outbreak harms the China or global economy in general. Health and safety or food safety incidents at our properties may lead to reputational damage and financial exposures.
Principal changes under the amended Macau Gaming Operations Law include, among others, the following: • the number of gaming concessions that may be awarded by the Macau government is up to six; • the term of the concessions may be up to ten years, subject to extension(s) of up to three years in total; • the registered share capital of each concessionaire shall be at least MOP5 billion (equivalent to approximately US$625.3 million); • the managing director of each concessionaire must be a Macau permanent resident and hold at least 15% of the concessionaire’s registered share capital; • significant transactions should be notified by concessionaires to the Macau government in advance; • an administrative sanctions regime is established; • national security is one of the main objectives of the Macau gaming legal framework and a concession may be terminated without compensation in case it is considered a threat to national security; • a per gaming table and per gaming machine special premium is due should gross gaming revenue fall below the gross gaming revenue threshold set by the Macau government; • the Macau government sets the maximum number of gaming tables and gaming machines allocated to each concessionaire and the allocation of such gaming tables and gaming machines to a specific casino is subject to the approval of the Macau government; 98 Table of Contents • the Macau government may reduce the number of gaming tables or gaming machines in certain circumstances; • the amount of gaming chips of each concessionaire in circulation is subject to Macau government approval; and • the concessionaires are jointly and severally liable for administrative fines and civil liability arising from the exercise in their casinos of the authorized gaming promotion activity by gaming promoters, their directors and key employees, as well as their collaborators.
Principal changes under the amended Macau Gaming Operations Law include, among others, the following: • the number of gaming concessions that may be awarded by the Macau government is up to six; • the term of the concessions may be up to ten years, subject to extension(s) of up to three years in total; • the registered share capital of each concessionaire shall be at least MOP5 billion (equivalent to approximately US$623.9 million); • the managing director of each concessionaire must be a Macau permanent resident and hold at least 15% of the concessionaire’s registered share capital; • significant transactions should be notified by concessionaires to the Macau government in advance; • an administrative sanctions regime is established; • national security is one of the main objectives of the Macau gaming legal framework and a concession may be terminated without compensation in case it is considered a threat to national security; • a per gaming table and per gaming machine special premium is due should gross gaming revenue fall below the gross gaming revenue threshold set by the Macau government; 98 Table of Contents • the Macau government sets the maximum number of gaming tables and gaming machines allocated to each concessionaire and the allocation of such gaming tables and gaming machines to a specific casino is subject to the approval of the Macau government; • the Macau government may reduce the number of gaming tables or gaming machines in certain circumstances; • the amount of gaming chips of each concessionaire in circulation is subject to Macau government approval; and • the concessionaires are jointly and severally liable for administrative fines and civil liability arising from the exercise in their casinos of the authorized gaming promotion activity by gaming promoters, their directors and key employees, as well as their collaborators.
Since we derive a significant majority of our revenues from our Macau business and a significant number of our customers come from, and are expected to continue to come from, mainland China, our results of operations and financial condition may be materially and adversely affected by significant regulatory developments in mainland China.
Since we derive a significant majority of our revenues from our Macau business and a significant number of our customers come from, and are expected to continue to come from, China, our results of operations and financial condition may be materially and adversely affected by significant regulatory developments in China.
Risks Relating to Our Business and Operations • Risks relating to generating a substantial portion of revenues and cash from Macau and the Philippines. • Risks relating to operating in a highly regulated industry. • Risks relating to regional political, social, economic and legal and regulatory risks in Macau, the Philippines, Cyprus and Sri Lanka, and uncertainties in the legal systems in mainland China. • Risks relating to inadequate transportation infrastructure that may hinder increase in visitation to our properties. • Risks relating to natural disasters and extreme weather phenomena. • Risks relating to facing intense competition. • Risks relating to dependence on the continued efforts of our senior management and retaining qualified personnel. • Risks relating to inadequate insurance coverage. • Risks relating to operating in the gaming industry, including risk of cheating and counterfeiting, inability to collect receivables from credit customers. • Risks relating to mergers, acquisitions, strategic transactions, investments, divestments and developing new branded products or entering into new business lines. • Risks relating to fluctuations in currency exchange rates of currencies used in our business and availability of credit. • Risks relating to failure to comply with anti-corruption laws and anti-money laundering policies. 16 Table of Contents • Risks relating to cybersecurity and failure to protect the integrity and security of data, including customer information. • Risks relating to having a significant majority of operations in Macau, uncertainties in the legal systems in mainland China, and policies, campaigns and measures adopted by the mainland China and/or Macau governments from time to time. • Risks relating to protection or alleged infringement of intellectual property rights. • Risks relating to environmental, social and governance and sustainability related concerns. • Risks relating to our significant projects in various phases of development, including construction risks.
Risks Relating to Our Business and Operations • Risks relating to generating a substantial portion of revenues and cash from Macau and the Philippines. • Risks relating to operating in a highly regulated industry. • Risks relating to regional political, social, economic and legal and regulatory risks in Macau, the Philippines and Cyprus, and uncertainties in the legal systems in China. • Risks relating to inadequate transportation infrastructure that may hinder increase in visitation to our properties. • Risks relating to natural disasters and extreme weather phenomena. • Risks relating to facing intense competition. • Risks relating to dependence on the continued efforts of our senior management and retaining qualified personnel. • Risks relating to inadequate insurance coverage. • Risks relating to operating in the gaming industry, including risk of cheating and counterfeiting, inability to collect receivables from credit customers. • Risks relating to mergers, acquisitions, strategic transactions, investments, divestments and developing new branded products or entering into new business lines. • Risks relating to fluctuations in currency exchange rates of currencies used in our business and availability of credit. • Risks relating to failure to comply with anti-corruption laws and anti-money laundering policies. • Risks relating to cybersecurity and failure to protect the integrity and security of data, including customer information. • Risks relating to having a significant majority of operations in Macau, uncertainties in the legal systems in China, and policies, campaigns and measures adopted by the PRC and/or Macau governments from time to time. 16 Table of Contents • Risks relating to protection or alleged infringement of intellectual property rights. • Risks relating to environmental, social and governance and sustainability related concerns. • Risks relating to our significant projects in various phases of development, including construction risks.
An economic downturn may reduce consumers’ willingness to travel and reduce their spending overseas, which would adversely impact us as we depend on visitors from mainland China and other countries to generate a substantial portion of our revenues.
An economic downturn may reduce consumers’ willingness to travel and reduce their spending overseas, which would adversely impact us as we depend on visitors from China and other countries to generate a substantial portion of our revenues.
The adoption of digital currency by the mainland China government may also cause more restrictions on the export of the Renminbi out of mainland China, which may impede the flow of customers from mainland China to Macau, inhibit the growth of gaming in Macau and negatively impact our operations.
The adoption of digital currency by the PRC government may also cause more restrictions on the export of the Renminbi out of mainland China, which may impede the flow of customers from mainland China to Macau, inhibit the growth of gaming in Macau and negatively impact our operations.
After giving effect to the exercise of the over-allotment option, the total number of SC ADSs sold in the Studio City IPO was 33,062,500 SC ADSs, which raised net proceeds of approximately US$406.7 million from the SC ADSs sold in the Studio City IPO and aggregate gross proceeds of approximately US$2.5 million from the concurrent private placement to Melco 81 Table of Contents International in connection with Melco International’s “assured entitlement” distribution to its shareholders, after deducting underwriting discounts and commissions and a structuring fee, but before deducting offering expenses payable by SCI.
After giving effect to the exercise of the over-allotment option, the total number of SC ADSs sold in the Studio City IPO was 33,062,500 SC ADSs, which raised net proceeds of approximately US$406.7 million from the SC ADSs sold in the Studio City IPO and aggregate gross proceeds of approximately US$2.5 million from the concurrent private placement to Melco 80 Table of Contents International in connection with Melco International’s “assured entitlement” distribution to its shareholders, after deducting underwriting discounts and commissions and a structuring fee, but before deducting offering expenses payable by SCI.
Any litigation or proceedings in mainland China may be protracted and result in substantial costs and diversion of our resources and management attention. Any such litigation or proceedings could have a material adverse effect on our business, reputation, financial condition and results of operations.
Any litigation or proceedings in China may be protracted and result in substantial costs and diversion of our resources and management attention. Any such litigation or proceedings could have a material adverse effect on our business, reputation, financial condition and results of operations.
Construction workers at such sites are subject to hazards that may cause personal injury or loss of life, thereby subjecting the contractors and us to liabilities, possible losses, delays in completion of the projects and negative publicity.
Workers at such sites are subject to hazards that may cause personal injury or loss of life, thereby subjecting the contractors and us to liabilities, possible losses, delays in completion of the projects and negative publicity.
In addition, rules and regulations in mainland China can change quickly with little advance notice. We derive a significant majority of our revenues from our Macau business and a significant number of our customers come from, and are expected to continue to come from, mainland China.
In addition, rules and regulations in China can change quickly with little advance notice. We derive a significant majority of our revenues from our Macau business and a significant number of our customers come from, and are expected to continue to come from, China.
The market price for our shares and ADSs may continue to be volatile and subject to wide fluctuations in response to factors, including the following: • international political tensions, including between mainland China and the U.S., and policies and/or legislation which may be proposed and/or enacted in relation to such tensions; • developments in the Macau market, the Philippine market, the Cyprus market, the Sri Lanka market or other Asian or European gaming markets, including disruptions caused by widespread health epidemics or pandemics and the announcement or completion of major new projects by our competitors; • uncertainties or delays relating to the financing, completion and successful operation of our projects; • general economic, political or other factors that affect the region where our properties are located and/or the macroeconomic environment, including any global pandemics or other crises; • regulatory developments affecting us or our competitors; • actual or anticipated fluctuations in our quarterly operating results; • announcements of new investments, acquisitions, strategic partnerships, joint ventures or divestments by us or our competitors; • changes in performance and value of our investments; • changes in financial estimates by securities research analysts; • changes in the economic performance or market valuations of other gaming and leisure industry companies; • changes in our market share of the Macau, Philippine, Cyprus and/or Sri Lanka gaming markets; • detrimental adverse publicity about us, our properties or our industries; • addition or departure of our executive officers and key personnel; • fluctuations in the exchange rates between the U.S. dollar, H.K. dollar, Pataca, Renminbi, Euro, the Philippine peso and the Sri Lankan rupee; 74 Table of Contents • release or expiration of lock-up or other transfer restrictions on our outstanding shares or ADSs; • sales or perceived sales of additional shares or ADSs or securities convertible or exchangeable or exercisable for shares or ADSs; • potential litigation or regulatory investigations; and • rumors related to any of the above, irrespective of their veracity.
The market price for our shares and ADSs may continue to be volatile and subject to wide fluctuations in response to factors, including the following: • international political tensions, including between China and the U.S., and policies and/or legislation which may be proposed and/or enacted in relation to such tensions; • developments in the Macau market, the Philippine market, the Cyprus market or other Asian or European gaming markets, including disruptions caused by widespread health epidemics or pandemics and the announcement or completion of major new projects by our competitors; • uncertainties or delays relating to the financing, completion and successful operation of our projects; • general economic, political or other factors that affect the region where our properties are located and/or the macroeconomic environment, including any global pandemics or other crises; • regulatory developments affecting us or our competitors; • actual or anticipated fluctuations in our quarterly operating results; • announcements of new investments, acquisitions, strategic partnerships, joint ventures or divestments by us or our competitors; • changes in performance and value of our investments; • changes in financial estimates by securities research analysts; • changes in the economic performance or market valuations of other gaming and leisure industry companies; • changes in our market share of the Macau, Philippine and/or Cyprus gaming markets; • detrimental adverse publicity about us, our properties or our industries; • addition or departure of our executive officers and key personnel; • fluctuations in the exchange rates between the U.S. dollar, H.K. dollar, Pataca, Renminbi, Euro, the Philippine peso and the Sri Lankan rupee; • release or expiration of lock-up or other transfer restrictions on our outstanding shares or ADSs; • sales or perceived sales of additional shares or ADSs or securities convertible or exchangeable or exercisable for shares or ADSs; • potential litigation or regulatory investigations; and • rumors related to any of the above, irrespective of their veracity.
In addition to risks related to the theft, loss, or unauthorized disclosure of data, we are also exposed to significant risks related to the availability and functionality of our information technology systems such as resulting from cybercrimes or information technology outages.
In addition to risks related to the theft, loss, or unauthorized disclosure of data, we are also exposed to risks related to the availability and functionality of our information technology systems such as resulting from cybercrimes or information technology outages.
As of the date of this annual report, the mainland China’s statements and regulatory actions related to anti-monopoly concerns have not impacted our business, our ability to accept foreign investments or our ability to issue our securities to foreign investors.
As of the date of this annual report, China’s statements and regulatory actions related to anti-monopoly concerns have not impacted our business, our ability to accept foreign investments or our ability to issue our securities to foreign investors.
If we are unable to establish or maintain the number of successful relationships with gaming promoters, the financial resources of our gaming promoters are insufficient to allow them to continue doing business or we are unable to find alternative means to attract VIP rolling chip patrons in markets such as Macau where gaming promoters have become subject to restrictions on doing business due to legal and regulatory requirements, our results of operations could be materially and adversely impacted” and “— Our business is subject to regional and global political, social and economic risks, as well as natural disasters, that may significantly affect visitations to our properties and have a material adverse effect on our results of operations.” We derive a significant majority of our revenues from our Macau gaming business and any disruptions or downturns in the Macau gaming market may have a material impact on our business.
If we are unable to establish or maintain the number of successful relationships with gaming promoters, the financial resources of our gaming promoters are insufficient to allow them to continue doing business or we are unable to find alternative means to attract VIP rolling chip patrons in markets such as Macau where gaming promoters have become subject to restrictions on doing business due to legal and regulatory requirements, our results of 24 Table of Contents operations could be materially and adversely impacted” and “— Our business is subject to regional and global political, social and economic risks, as well as natural disasters, that may significantly affect visitations to our properties and have a material adverse effect on our results of operations.” We derive a significant majority of our revenues from our Macau gaming business and any disruptions or downturns in the Macau gaming market may have a material impact on our business.
These mainland China technology conglomerates manufacture and/or develop telecommunications and other equipment, software, mobile Apps and devices that are popular and widely used globally, including by us and by our customers, especially those in mainland China.
These China technology conglomerates manufacture and/or develop telecommunications and other equipment, software, mobile Apps and devices that are popular and widely used globally, including by us and by our customers, especially those in China.
Considerable uncertainty remains over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and mainland China.
Considerable uncertainty remains over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China.
The occurrence of such health epidemics or pandemics, prolonged outbreak of an epidemic illness or other adverse public health developments in mainland China or elsewhere in the world could materially disrupt our business and operations.
The occurrence of such health epidemics or pandemics, prolonged outbreak of an epidemic illness or other adverse public health developments in China or elsewhere in the world could materially disrupt our business and operations.
In addition, Studio City may find it challenging to comply with the terms imposed under its financing arrangements, especially during periods of challenging market conditions (including changes in the mainland China’s economy).
In addition, Studio City may find it challenging to comply with the terms imposed under its financing arrangements, especially during periods of challenging market conditions (including changes in China’s economy).
For example, the Cybersecurity Administration of China, or CAC, introduced the Management Measures for Reporting Cybersecurity Incidents (Draft for Comment) in December 2023, which require mandatory reporting within one hour for significant, major, or exceptionally major incidents.
In December 2023, the Cybersecurity Administration of China, or CAC, introduced the Management Measures for Reporting Cybersecurity Incidents (Draft for Comment), which require mandatory reporting within one hour for significant, major, or exceptionally major incidents.
If we are unable to establish or maintain the number of successful relationships with gaming promoters, the financial resources of our gaming promoters are insufficient to allow them to continue doing business or we are unable to find alternative means to attract VIP rolling chip patrons in markets such as Macau where gaming promoters have become subject to restrictions on doing business due to legal and regulatory requirements, our results of operations could be materially and adversely impacted” and “— Risks Relating to Our Business and Operations — We extend credit to a portion of our customers, and we may not be able to collect gaming receivables from our credit customers.” 96 Table of Contents Market and Competition We believe that the gaming markets in Macau and the Philippines are and will continue to be intensely competitive.
If we are unable to establish or maintain the number of successful relationships with gaming promoters, the financial resources of our gaming promoters are insufficient to allow them to continue doing business or we are unable to find alternative means to attract VIP rolling chip patrons in markets such as Macau where gaming promoters have become subject to restrictions on doing business due to legal and regulatory requirements, our results of operations could be materially and adversely impacted” and “— Risks Relating to Our Business and Operations — We extend credit to a portion of our customers, and we may not be able to collect gaming receivables from our credit customers.” Market and Competition We believe that the gaming markets in Macau and the Philippines are and will continue to be intensely competitive.
Consolidated Statements and Other Financial Information — Dividend Policy.” There are no regulatory or foreign exchange restrictions or limitations on our ability to transfer cash within our corporate group or to declare dividends to holders of our ADSs, except that Melco Resorts Macau must notify the Chief Executive of Macau five business days in advance of any decision related to dividend distribution in an amount greater than MOP500 million (equivalent to approximately US$62.5 million), seek Macau government consent to grant or receive any loan in the amount of MOP100 million (equivalent to approximately US$12.5 million) and our subsidiaries incorporated in Macau are required to set aside a specified amount of the entity’s profit after tax as a legal reserve which is not distributable to the shareholders of such 15 Table of Contents subsidiaries and authorization is required in the Philippines for inward and outward transfers of Philippine pesos above a certain amount.
Consolidated Statements and Other Financial Information — Dividend Policy.” There are no regulatory or foreign exchange restrictions or limitations on our ability to transfer cash within our corporate group or to declare dividends to holders of our ADSs, except that Melco Resorts Macau must notify the Chief Executive of Macau five business days in advance of any decision related to dividend distribution in an amount greater than MOP500 million (equivalent to approximately US$62.4 million), seek Macau government consent to grant or receive any loan in the amount of MOP100 million (equivalent to approximately US$12.5 million) and our subsidiaries incorporated in Macau are required to set aside a specified amount of the entity’s profit after tax as a legal reserve which is not distributable to the shareholders of such subsidiaries and authorization is required in the Philippines for inward and outward transfers of Philippine pesos above a certain amount.
Additionally, the mainland China government has in the past made statements indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers and any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.
Additionally, the PRC government has in the past made statements indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers and any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.
Such events could significantly impact our industry and cause severe travel restrictions in mainland China or elsewhere in the world as well as temporary or prolonged closures of the facilities we use for our operations and disruptions to public transportation, which could severely disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
Such events could significantly impact our industry and cause severe travel restrictions within China or elsewhere in the world as well as temporary or prolonged closures of the facilities we use for our operations and disruptions to public transportation, which could severely disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
On December 20, 2021, the OECD published model rules to implement the Pillar Two rules and released commentary to the Pillar Two model rules in March 2022 and published administrative guidance in 2023 and 2024.
On December 20, 2021, the OECD published model rules to implement the Pillar Two rules and released commentary to the Pillar Two model rules in March 2022 and published administrative guidance in 2023, 2024 and 2025.
For example, the mainland China government has taken measures to deter marketing of gaming activities to mainland China residents by offshore casinos and to reduce capital outflow.
For example, the PRC government has taken measures to deter marketing of gaming activities to mainland China residents by offshore casinos and to reduce capital outflow.
According to the DICJ, there were a total of 12,000 slot machines in the Macau market as of December 31, 2024. Mocha Clubs focus on general mass market patrons, including day trip customers, outside the conventional casino setting. We operate Mocha Clubs at leased or sub-leased premises or under right-to-use agreements.
According to the DICJ, there were a total of 12,000 slot machines in the Macau market as of December 31, 2025. Mocha Clubs focus on general mass market patrons, including day trip customers, outside the conventional casino setting. We operate Mocha Clubs at leased or sub-leased premises or under right-to-use agreements.
We organize various targeted and seasonal promotions and special events, concerts and other forms of entertainment, and operate loyalty programs with our patrons to increase spending and repeat visitation. In Macau, the Philippines and Cyprus, we employ a tiered loyalty program at our properties to ensure that each customer segment is specifically recognized and incentivized.
We organize various targeted and seasonal promotions and special events, concerts and other forms of entertainment, and operate loyalty programs with our patrons to increase spending and repeat visitation. In Macau, the Philippines, Cyprus and Sri Lanka, we employ a tiered loyalty program at our properties to ensure that each customer segment is specifically recognized and incentivized.
We have applied for, registered or have the right to use certain trademarks, including “Melco,” “Altira,” “Mocha Club,” “City of Dreams,” “Nüwa,” “The Countdown,” “Morpheus,” “House of Dancing Water,” “City of Dreams Manila,” “Studio City,” “Melco Resorts Philippines,” “C2”, “Melco Resorts & Entertainment,” “City of Dreams Mediterranean” and “City of Dreams Sri Lanka” in Macau, the Philippines, Cyprus, Sri Lanka and/or other jurisdictions.
We have applied for, registered or have the right to use certain trademarks, including “Melco,” “Altira,” “Mocha Club,” “City of Dreams,” “Nüwa,” “Morpheus,” “House of Dancing Water,” “City of Dreams Manila,” “Studio City,” “Melco Resorts Philippines,” “C2”, “Melco Resorts & Entertainment,” “City of Dreams Mediterranean” and “City of Dreams Sri Lanka” in Macau, the Philippines, Cyprus, Sri Lanka and/or other jurisdictions.
Our Cyprus License also requires us to submit periodic reports to the CGC in areas that include our operations, regulatory compliance, consumer complaints and financial and tax reporting. If we are unable to fully comply with any of the foregoing requirements, we could be subject to fines or other penalties.
Our Cyprus License also requires us to submit periodic and ad-hoc reports to the CGC in areas that include our operations, regulatory compliance, consumer complaints and financial and tax reporting. If we are unable to fully comply with any of the foregoing requirements, we could be subject to fines or other penalties.
As a result, we and our shareholders may suffer reputational harm, as well as impaired relationships with, and possibly sanctions or other measures or actions from, the relevant gaming regulators with authority over our operations. 41 Table of Contents Any failure or alleged failure to comply with anti-corruption laws, including the U.S.
As a result, we and our shareholders may suffer reputational harm, as well as impaired relationships with, and possibly sanctions or other measures or actions from, the relevant gaming regulators with authority over our operations. 40 Table of Contents Any failure or alleged failure to comply with anti-corruption laws, including the U.S.
These changes, when enacted, by various countries in which we do business may increase our taxes in these countries in the future. The foregoing tax changes and other possible future tax changes may have an adverse impact on us, our business, financial condition, results of operations and cash flow. 80 Table of Contents ITEM 4. INFORMATION ON THE COMPANY A.
These changes, when enacted, by various countries in which we do business may increase our taxes in these countries in the future. The foregoing tax changes and other possible future tax changes may have an adverse impact on us, our business, financial condition, results of operations and cash flow. 79 Table of Contents ITEM 4. INFORMATION ON THE COMPANY A.
The success of our business depends on our ability to attract and retain an adequate number of qualified personnel. A limited labor supply, increased competition and any increase in demands from our employees could cause labor costs to increase. The pool of experienced gaming and other skilled and unskilled personnel in Macau, the Philippines, Cyprus and Sri Lanka is limited.
The success of our business depends on our ability to attract and retain an adequate number of qualified personnel. A limited labor supply, increased competition and any increase in demands from our employees could cause labor costs to increase. The pool of experienced gaming and other skilled and unskilled personnel in Macau, the Philippines and Cyprus is limited.
We cannot assure you that we will perform such obligations and covenants in a way that satisfies the requirements of the Macau government. Melco Resorts Macau’s concession further provides that the Macau government is allowed to request various changes in our investment plan and impose business and corporate requirements that may be binding on us.
We cannot assure you that we will fulfil such obligations and covenants in a way that satisfies the requirements of the Macau government. Melco Resorts Macau’s concession further provides that the Macau government is allowed to request various changes in our investment plan and impose business and corporate requirements that may be binding on us.
Melco International may take action to construct and operate new gaming projects located in other countries in the Asian region, Europe or elsewhere, which, along with its current operations, may compete with our projects in Macau, the Philippines, Cyprus and Sri Lanka and could have adverse consequences to us and the interests of our minority shareholders.
Melco International may take action to construct and operate new gaming projects located in other countries in the Asian region, Europe or elsewhere, which, along with its current operations, may compete with our projects in Macau, the Philippines and Cyprus and could have adverse consequences to us and the interests of our minority shareholders.
In addition, we must comply with all terms of the Concession Contract which contains various general covenants and provisions, such as general and special duties of cooperation, special duties of information and obligations in relation to the execution of our investment plan, as to which the determination of compliance is subjective and depend, in part, on our ability to maintain continuing communications and good faith negotiations with the Macau government to ensure that we are performing our obligations and covenants under the concession and applicable laws and regulations in a manner that would avoid any violations.
In addition, we must comply with 50 Table of Contents all terms of the Concession Contract which contains various general covenants and provisions, such as general and special duties of cooperation, special duties of information and obligations in relation to the execution of our investment plan, as to which the determination of compliance is subjective and depend, in part, on our ability to maintain continuing communications and good faith negotiations with the Macau government to ensure that we are performing our obligations and covenants under the concession and applicable laws and regulations in a manner that would avoid any violations.
Such three-year period ends on December 31, 2025, following which the concessionaires may only continue to operate games of chance in properties that are not owned by them by engaging a managing company, with any such engagement subject to approval of the Chief Executive of Macau.
Such three-year period ended on December 31, 2025, following which the concessionaires may only continue to operate games of chance in properties that are not owned by them by engaging a managing company, with any such engagement subject to approval of the Chief Executive of Macau.
In addition, a further shareholder loan agreement for up to EUR250 million (equivalent to approximately US$260 million) was entered into by a subsidiary of the Company as lender, and Integrated Casino Resorts as borrower in May 2022, along with a subordination agreement pursuant to which the March 2020 shareholder loan was subordinated to the May 2022 shareholder loan.
In addition, a further shareholder loan agreement for up to EUR250 million (equivalent to approximately US$294 million) was entered into by a subsidiary of the Company as lender, and Integrated Casino Resorts as borrower in May 2022, along with a subordination agreement pursuant to which the March 2020 shareholder loan was subordinated to the May 2022 shareholder loan.
The mainland China government may also intervene or influence our operations in Macau, Hong Kong or elsewhere at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers in China, which could result in a material change in our operations and/or the value of our ordinary shares.
The PRC government may also intervene or influence our operations in Macau, Hong Kong or elsewhere at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers in China, which could result in a material change in our operations and/or the value of our ordinary shares.
In the event that House Bills 6111 and 6514 are signed into law, City of Dreams Manila may be required to obtain an additional legislative franchise in addition to its Philippine License and there can be no assurance that such a franchise, which requires legislative approval, will be granted.
In the event that House Bills 6111 and 6514 are signed into law, City of Dreams Manila may be required to obtain a legislative franchise in addition to its Philippine License and there can be no assurance that such a franchise, which requires legislative approval, will be granted.
As of December 31, 2024, the total gross floor area at City of Dreams is 641,431.70 square meters (equivalent to approximately 6.9 million square feet), of which approximately 31,227.3 square meters, or 4.87% comprises gaming and gaming support area and is owned by the Macau SAR.
As of December 31, 2025, the total gross floor area at City of Dreams is 641,431.70 square meters (equivalent to approximately 6.9 million square feet), of which approximately 31,227.3 square meters, or 4.87% comprises gaming and gaming support area and is owned by the Macau SAR.
All of our current and future construction projects are and will be subject to a number of risks, including: • changes to plans and specifications; • engineering problems, including defective plans and specifications; • disruptions to key supply markets, including shortages of, and price increases in, energy, materials and skilled and unskilled labor, geopolitical issues and inflation; • delays in obtaining or inability to obtain necessary permits, licenses and approvals; • lack of sufficient, or delays in availability of, financing; • changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to gaming, leisure, residential, real estate development or construction projects; • labor disputes or work stoppages; • shortage of qualified contractors and suppliers or inability to enter into definitive contracts with contractors with sufficient skills, financial resources and experience on commercially reasonable terms, or at all; • disputes with, and defaults by, contractors and subcontractors and other counter-parties; • personal injuries to workers and other persons; • environmental, health and safety issues, including site accidents and the spread or outbreak of infectious diseases; • weather interferences or delays; • fires, typhoons and other natural disasters; • geological, construction, excavation, regulatory and equipment problems; and • other unanticipated circumstances or cost increases.
All of our current and future construction projects are and will be subject to a number of risks, including: • changes to plans and specifications; • engineering problems, including defective plans and specifications; • disruptions to key supply markets, including shortages of, and price increases in, energy, materials and skilled and unskilled labor, geopolitical issues and inflation; • delays in obtaining or inability to obtain necessary permits, licenses and approvals; • lack of sufficient, or delays in availability of, financing; • changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to gaming, leisure, residential, real estate development or construction projects; • labor disputes or work stoppages; • shortage of qualified contractors and suppliers or inability to enter into definitive contracts with contractors with sufficient skills, financial resources and experience on commercially reasonable terms, or at all; • disputes with, and defaults by, contractors and subcontractors and other counterparties; • personal injuries to workers and other persons; 49 Table of Contents • environmental, health and safety issues, including site accidents and the spread or outbreak of infectious diseases; • weather interferences or delays; • fires, typhoons and other natural disasters; • geological, construction, excavation, regulatory and equipment problems; and • other unanticipated circumstances or cost increases.
See also “— An outbreak of widespread health epidemics or pandemics, contagious disease or other outbreaks may have an adverse effect on the economies of affected countries or regions and may have a material adverse effect on our business, financial condition and results of operations” and “— Economic or trade sanctions and a heightened trend towards trade and technology “de-coupling” could negatively affect the relationships and collaborations with our suppliers, service providers, technology partners and other business partners and our ability to accept certain customers, which could materially and adversely affect our competitiveness and business operations.” 20 Table of Contents We derive a significant majority of our revenues from our Macau business and a significant number of our customers come from, and are expected to continue to come from, mainland China.
See also “— An outbreak of widespread health epidemics or pandemics, contagious disease or other outbreaks may have an adverse effect on the economies of affected countries or regions and may have a material adverse effect on our business, financial condition and results of operations” and “— Economic or trade sanctions and a heightened trend towards trade and technology “de-coupling” could negatively affect the relationships and collaborations with our suppliers, service providers, technology partners and other business partners and our ability to accept certain customers, which could materially and adversely affect our competitiveness and business operations.” We derive a significant majority of our revenues from our Macau business and a significant number of our customers come from, and are expected to continue to come from, China.
See “— We are subject to risks relating to litigation, disputes and regulatory investigations and proceedings which may adversely affect our profitability, financial condition, reputation and prospects.” 35 Table of Contents Unfavorable fluctuations in the currency exchange rates of the H.K. dollar, U.S. dollar, the Pataca, the Philippine peso, the Euro or the Sri Lankan rupee and other risks related to foreign exchange and currencies, including restrictions on conversions and/or repatriation of foreign currencies, could adversely affect our indebtedness, expenses, profitability and financial condition.
See “— We are subject to risks relating to litigation, disputes and regulatory investigations and proceedings which may adversely affect our profitability, financial condition, reputation and prospects.” Unfavorable fluctuations in the currency exchange rates of the H.K. dollar, U.S. dollar, the Pataca, the Philippine peso, the Euro or the Sri Lankan rupee and other risks related to foreign exchange and currencies, including restrictions on conversions and/or repatriation of foreign currencies, could adversely affect our indebtedness, expenses, profitability and financial condition.
If the practical application of the New Measures results in mandated clearance of cybersecurity reviews and other specific actions to be completed by companies operating in Macau like us, we face uncertainties as to whether such clearance can be timely obtained, or at all.
If the practical application of the New Measures results in mandated clearance of cybersecurity reviews and other specific actions to be completed by companies operating in Hong Kong and Macau like us, we face uncertainties as to whether such clearance can be timely obtained, or at all.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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The core functions of the DICJ are: • to collaborate in the definition of gaming policies; • to supervise and monitor the activities of the concessionaires; • to investigate and monitor the continuing suitability and financial capacity requirements of concessionaires and gaming promoters; 100 Table of Contents • to issue licenses to gaming promoters; • to license and certify gaming equipment; and • to issue directives and recommend practices with respect to the ordinary operation of casinos.
The core functions of the DICJ are: • to collaborate in the definition of gaming policies; • to supervise and monitor the activities of the concessionaires; 100 Table of Contents • to investigate and monitor the continuing suitability and financial capacity requirements of concessionaires and gaming promoters; • to issue licenses to gaming promoters; • to license and certify gaming equipment; and • to issue directives and recommend practices with respect to the ordinary operation of casinos.
The Macau government may also require controlling shareholders, directors and key employees, to be investigated for suitability as part of the approval process of the transaction. • The maximum number of gaming concessions is six. • The term of a gaming concession is set in the concession contract and cannot exceed ten years but the Chief Executive of Macau may exceptionally authorize, based on justified reasons, one or more extensions of the term of the concession up to the total period of three years. 101 Table of Contents • The concessionaires’ general contractual compliance is subject to review by the DICJ every three years.
The Macau government may also require controlling shareholders, directors and key employees, to be investigated for suitability as part of the approval process of the transaction. • The maximum number of gaming concessions is six. 101 Table of Contents • The term of a gaming concession is set in the concession contract and cannot exceed ten years but the Chief Executive of Macau may exceptionally authorize, based on justified reasons, one or more extensions of the term of the concession up to the total period of three years. • The concessionaires’ general contractual compliance is subject to review by the DICJ every three years.
Under Law no. 16/2022 and in accordance with the Secretary for Economy and Finance Dispatch no. 90/2022, a commission cap 105 Table of Contents of 1.25% of net rolling has been in effect. Such commission cap was confirmed by the Macau government in 2022.
Under Law no. 105 Table of Contents 16/2022 and in accordance with the Secretary for Economy and Finance Dispatch no. 90/2022, a commission cap of 1.25% of net rolling has been in effect. Such commission cap was confirmed by the Macau government in 2022.
Restrictions on Distribution of Profits Regulations Subsidiaries incorporated in Macau are required to set aside a minimum between 10% to 25% of the entity’s profit after tax to the legal reserve until the balance of the legal reserve reaches a level equivalent to between 25% to 50% of the entity’s share capital, in accordance with the provisions of the Macau Commercial Code.
Restrictions on Distribution of Profits Regulations Subsidiaries incorporated in Macau are required to set aside a minimum of 10% to 25% of the entity’s profit after tax to the legal reserve until the balance of the legal reserve reaches a level equivalent to between 25% to 50% of the entity’s share capital, in accordance with the provisions of the Macau Commercial Code.
Under the current laws of the Cayman Islands, we and our subsidiaries incorporated in the Cayman Islands are not subject to Cayman Islands income or capital gains tax. In addition, dividend payments are not subject to withholding tax in the Cayman Islands.
Tax We are incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we and our subsidiaries incorporated in the Cayman Islands are not subject to Cayman Islands income or capital gains tax. In addition, dividend payments are not subject to withholding tax in the Cayman Islands.
Upon completion of the above eight-year period and for each four-year period thereafter, the government of Cyprus may review the annual license fee payable for each four-year term, provided that the annual license fee payable per year shall be no less than EUR5.0 million (equivalent to approximately US$5.2 million) and subject to a maximum percentage increase. • payment of annual license fee of EUR1.0 million (equivalent to approximately US$1.0 million) per year for the satellite casino in Nicosia since its commencement of operations in 2018 and annual license fee of EUR0.5 million (equivalent to approximately US$0.5 million) per year for each of the satellite casinos in Larnaca (which ceased operation in June 2020), Ayia Napa and Paphos since their operations commenced in 2018, 2019 and 2020, respectively. • payment of a monthly casino tax of an amount equal to 15% of the gross gaming revenue, such percentage not to be increased during the initial 15-year exclusivity period under the Cyprus License.
Upon completion of the above eight-year period and for each four-year period thereafter, the government of Cyprus may review the annual license fee payable for each four-year term, provided that the annual license fee payable per year shall be no less than EUR5.0 million (equivalent to approximately US$5.9 million) and subject to a maximum percentage increase. • payment of annual license fee of EUR1.0 million (equivalent to approximately US$1.2 million) per year for the satellite casino in Nicosia since its commencement of operations in 2018 and annual license fee of EUR0.5 million (equivalent to approximately US$0.6 million) per year for each of the satellite casinos in Larnaca (which ceased operation in June 2020), Ayia Napa and Paphos since their operations commenced in 2018, 2019 and 2020, respectively. • payment of a monthly casino tax of an amount equal to 15% of the gross gaming revenue, such percentage not to be increased during the initial 15-year exclusivity period under the Cyprus License.
It places a strong emphasis on the protection of personal data during international transfers outside the EU and European Economic Area (“EEA”), requiring organizations to employ adequate safeguards or relying on other GDPR-approved transfer mechanisms to ensure that the transferred data receives a level of protection equivalent to that within the EU or EEA.
It additionally places a strong emphasis on the protection of personal data during international transfers outside the EU and European Economic Area (“EEA”), requiring organizations to employ adequate safeguards or relying on other GDPR-approved transfer mechanisms to ensure that the transferred data receives a level of protection equivalent to that within the EU or EEA.
Our subsidiaries incorporated in the British Virgin Islands are not subject to tax in the British Virgin Islands, but certain subsidiaries incorporated in the British Virgin Islands are subject to Hong Kong profits tax of 16.5% on profits arising from our activities conducted in Hong Kong and Macau complementary tax of 12% on profits earned in or derived from its activities conducted in Macau.
Our subsidiaries incorporated in the British Virgin Islands are not subject to tax in the British Virgin Islands, but certain of our subsidiaries incorporated in the British Virgin Islands are subject to Hong Kong profits tax of 16.5% on profits arising from our activities conducted in Hong Kong and Macau complementary tax of up to 12% on profits earned in or derived from its activities conducted in Macau.
It contains regulations on areas such as, but not limited to: casino layout, table games and electronic gaming machines, casino management systems, surveillance, gaming chips and plaques, procurement of gaming equipment and gaming paraphernalia as well as the accreditation of suppliers thereof, casino operational rules and guidelines, conduct of gaming, casino player incentives, marketing and promotions, chipwashing and junket operations, banned personalities, determination of gross gaming revenues for table games, electronic gaming machines and other fees; and determination, collection and remittance of PAGCOR license fees.
It contains regulations on areas such as, but not limited to: casino layout, table games and electronic gaming machines, casino management systems, surveillance, gaming chips and plaques, procurement of gaming equipment and gaming paraphernalia as well as the accreditation of suppliers thereof, casino operational rules and guidelines, conduct of gaming, casino player incentives, marketing and promotions, chipwashing and junket 113 Table of Contents operations, banned personalities, determination of gross gaming revenues for table games, electronic gaming machines and other fees; and determination, collection and remittance of PAGCOR license fees.
The requirements imposed by the Cyprus License include, among others: • payment of an annual license fee of EUR2.5 million (equivalent to approximately US$2.6 million) per year for the first four-year period commencing from the date of grant of the Cyprus License on June 26, 2017 and an annual license fee of EUR5.0 million (equivalent to approximately US$5.2 million) per year for the second four-year period as annual license fees for the operation of the temporary casino and City of Dreams Mediterranean to the government of Cyprus.
The requirements imposed by the Cyprus License include, among others: • payment of an annual license fee of EUR2.5 million (equivalent to approximately US$2.9 million) per year for the first four-year period commencing from the date of grant of the Cyprus License on June 26, 2017 and an annual license fee of EUR5.0 million (equivalent to approximately US$5.9 million) per year for the second four-year period as annual license fees for the operation of the temporary casino and City of Dreams Mediterranean to the government of Cyprus.
The fee will increase to MOP2,500.00 (equivalent to approximately US$313) per square meter for years 4 to 10 of the concession, subject to consumer price index increase in years 5 to 10 of the concession. • The concessionaires shall assume certain corporate social responsibilities, including support for the development of local small and medium-sized enterprises; support the diversification of local industries, guaranteeing labor rights and interests, namely those concerning the guarantee of labor credits, on-the-job training and professional advancement of local employees, as well as a pension scheme designed to protect employees; hiring disabled or rehabilitated individuals; support for public interest activities; support for activities of an educational, scientific and technological, environmental protection, cultural and sporting nature, among others. • The concessionaires and the shareholders holding 5% or more of their registered share capital shall not hold directly any capital of another concessionaire for the operation of games of chance in casinos in Macau, and shall not hold indirectly 5% or more of its registered share capital. • Management companies are entities that have management powers over all or some casinos from one concessionaire and are subject to suitability reviews at DICJ’s discretion.
The fee will increase to MOP2,500.00 (equivalent to approximately US$312) per square meter for years 4 to 10 of the concession, subject to consumer price index increase in years 5 to 10 of the concession. • The concessionaires shall assume certain corporate social responsibilities, including support for the development of local small and medium-sized enterprises; support the diversification of local industries, guaranteeing labor rights and interests, namely those concerning the guarantee of labor credits, on-the-job training and professional advancement of local employees, as well as a pension scheme designed to protect employees; hiring disabled or rehabilitated individuals; support for public interest activities; support for activities of an educational, scientific and technological, environmental protection, cultural and sporting nature, among others. 102 Table of Contents • The concessionaires and the shareholders holding 5% or more of their registered share capital shall not hold directly any capital of another concessionaire for the operation of games of chance in casinos in Macau, and shall not hold indirectly 5% or more of its registered share capital. • Management companies are entities that have management powers over all or some casinos from one concessionaire and are subject to suitability reviews at DICJ’s discretion.
Intellectual Property We have applied for, registered or have the right to use certain trademarks, including “Melco,” “Altira,” “Mocha Club,” “City of Dreams,” “Nüwa,” “The Countdown,” “Morpheus,” “House of Dancing Water,” “City of Dreams Manila,” “Studio City,” “Melco Resorts Philippines,” “C2”, “Melco Resorts & Entertainment,” “City of Dreams Mediterranean” and “City of Dreams Sri Lanka” in Macau, the Philippines, Cyprus, Sri Lanka and/or other jurisdictions.
Intellectual Property We have applied for, registered or have the right to use certain trademarks, including “Melco,” “Altira,” “Mocha Club,” “City of Dreams,” “Nüwa,” “Morpheus,” “House of Dancing Water,” “City of Dreams Manila,” “Studio City,” “Melco Resorts Philippines,” “C2”, “Melco Resorts & Entertainment,” “City of Dreams Mediterranean” and “City of Dreams Sri Lanka” in Macau, the Philippines, Cyprus, Sri Lanka and/or other jurisdictions.
Individuals that fail to duly complete the required declaration may be subject to a fine (ranging from 1% to 5% of the amount that exceeds the amount determined by the order of the Chief Executive of Macau for declaration purposes, such fine being at least MOP1,000 (equivalent to approximately US$125) and not exceeding MOP500,000 (equivalent to approximately US$62,528)).
Individuals that fail to duly complete the required declaration may be subject to a fine (ranging from 1% to 5% of the amount that exceeds the amount determined by the order of the Chief Executive of Macau for declaration purposes, such fine being at least MOP1,000 (equivalent to approximately US$125) and not exceeding MOP500,000 (equivalent to approximately US$62,386)).
Currently the maximum number of gaming tables that may be operated in Macau is 6,000 and the maximum number of gaming machines is 12,000 and Melco Resorts Macau has been authorized to operate 750 gaming tables and 2,100 gaming machines. • The circulation of chips is subject to authorization from the Secretary for Economy and Finance, which may establish the maximum limit of the total amount of chips in circulation. • The concessionaires can only disseminate information or activities related to gaming in the zones for games of chance of the casinos, under the applicable laws and regulations. • The concessionaires and the companies of which they are dominant shareholders cannot be admitted to listing on stock exchanges. • An administrative sanctions regime is established with fines ranging from MOP100,000 (equivalent to approximately US$12,506) and MOP5,000,000 (equivalent to approximately US$625,280) and, depending on the seriousness of the offense, damages, fault, benefits obtained, economic situation and previous conduct, a supplemental penalty of total or partial closure of gaming areas for periods ranging from one month to one year. • In the event of dissolution of a current concessionaire for failing to obtain a new concession in the next tender, the shareholders of the concessionaire holding 5% or more of the concessionaire’s share capital as of the date of termination of the concession contract or the date of termination of the concession are jointly and severally liable for the concessionaire’s outstanding chips.
Currently the maximum number of gaming tables that may be operated in Macau is 6,000 and the maximum number of gaming machines is 12,000 and Melco Resorts Macau has been authorized to operate 750 gaming tables and 2,100 gaming machines. • The circulation of chips is subject to authorization from the Secretary for Economy and Finance, which may establish the maximum limit of the total amount of chips in circulation. • The concessionaires can only disseminate information or activities related to gaming in the zones for games of chance of the casinos, under the applicable laws and regulations. • The concessionaires and the companies of which they are dominant shareholders cannot be admitted to listing on stock exchanges. • An administrative sanctions regime is established with fines ranging from MOP100,000 (equivalent to approximately US$12,477) and MOP5,000,000 (equivalent to approximately US$623,860) and, depending on the seriousness of the offense, damages, fault, benefits obtained, economic situation and previous conduct, a supplemental penalty of total or partial closure of gaming areas for periods ranging from one month to one year. • In the event of dissolution of a current concessionaire for failing to obtain a new concession in the next tender, the shareholders of the concessionaire holding 5% or more of the concessionaire’s share capital as of the date of termination of the concession contract or the date of termination of the concession are jointly and severally liable for the concessionaire’s outstanding chips.
Under the terms of its Philippine Economic Zone Authority registration, Melco Resorts Leisure is required, prior to the start of commercial operations of City of Dreams Manila, to either: (a) apply for an ECC with the Environmental Management Bureau of the Department of Environment and Natural Resources and submit an approved copy of the ECC to 113 Table of Contents the Philippine Economic Zone Authority within 15 days from its issuance, or (b) submit the ECC issued to Belle Corporation, as the same may be amended to reflect any changes made to City of Dreams Manila, for the review and approval by the Philippine Economic Zone Authority.
Under the terms of its Philippine Economic Zone Authority registration, Melco Resorts Leisure is required, prior to the start of commercial operations of City of Dreams Manila, to either: (a) apply for an ECC with the Environmental Management Bureau of the Department of Environment and Natural Resources and submit an approved copy of the ECC to the Philippine Economic Zone Authority within 15 days from its issuance, or (b) submit the ECC issued to Belle Corporation, as the same may be amended to reflect any changes made to City of Dreams Manila, for the review and approval by the Philippine Economic Zone Authority.
This law clarifies that illegal gaming crimes include side betting activities and increased the penalties applicable to illegal gaming crimes, with imprisonment of up to eight years and fines calculated in days, with each day corresponding to an amount between MOP250 (equivalent to approximately US$31) and MOP15,000 (equivalent to approximately US$1,876).
This law clarifies that illegal gaming crimes include side betting activities and increased the penalties applicable to illegal gaming crimes, with imprisonment of up to eight years and fines calculated in days, with each day corresponding to an amount between MOP250 (equivalent to approximately US$31) and MOP15,000 (equivalent to approximately US$1,872).
Major Shareholders” for more information regarding the beneficial ownership of Melco International in our Company and “Exhibit 8.1 — List of Significant Subsidiaries.” 125 Table of Contents D. PROPERTY, PLANT AND EQUIPMENT See “Item 4. Information on the Company — B. Business Overview,” “Item 5. Operating and Financial Review and Prospects — B.
Major Shareholders” for more information regarding the beneficial ownership of Melco International in our Company and “Exhibit 8.1 — List of Significant Subsidiaries.” 126 Table of Contents D. PROPERTY, PLANT AND EQUIPMENT See “Item 4. Information on the Company — B. Business Overview,” “Item 5. Operating and Financial Review and Prospects — B.
Under Article 2 of Administrative Regulation no. 7/2006 (as amended pursuant to Administrative Regulation no. 17/2017) and the DICJ Instruction no. 1/2016 (as amended pursuant to DICJ Instruction no.1/2019), we are required to track and report transactions and granting of credit that are of MOP500,000 (equivalent to approximately US$62,528) or above.
Under Article 2 of Administrative Regulation no. 7/2006 (as amended pursuant to Administrative Regulation no. 17/2017) and the DICJ Instruction no. 1/2016 (as amended pursuant to DICJ Instruction no.1/2019), we are required to track and report transactions and granting of credit that are of MOP500,000 (equivalent to approximately US$62,386) or above.
An external Data Protection Officer has been appointed for our Cyprus operations, in line with the GDPR. In addition to the implementation of various policies and procedures, a number of physical and technical safeguards have been adopted, in an effort to ensure the protection of all personal data our Cyprus operations maintain.
An external Data Protection Officer has been appointed for our Cyprus operations, in line with the requirements of the GDPR. In addition to the implementation of various policies and procedures, a number of physical, logistical and technical safeguards have been adopted, in an effort to ensure the protection of all personal data our Cyprus operations maintain.
The concessionaires must mandatorily notify the Chief Executive of Macau prior to executing large financial initiatives, which are defined as those with a value greater than MOP2.5 billion (equivalent to approximately US$312.6 million) regarding the internal movement of funds and MOP500 million (equivalent to approximately US$62.5 million) regarding salaries, remunerations, benefits of employees, and any other financial decisions. • The main objectives of the gaming law are, amongst others, safeguarding of national and Macau security, adequate diversification and sustainable development of the Macau economy, assurance that the development and operation of games of chance in casinos are in line with Macau’s policies and mechanisms in respect of combating the illegal flow of cross-border capital and preventing money laundering, and the scale, operation and practice of games of chance in casinos are subject to legal restrictions.
The concessionaires must mandatorily notify the Chief Executive of Macau prior to executing large financial initiatives, which are defined as those with a value greater than MOP2.5 billion (equivalent to approximately US$311.9 million) regarding the internal movement of funds and MOP500 million (equivalent to approximately US$62.4 million) regarding salaries, remunerations, benefits of employees, and any other financial decisions. • The main objectives of the gaming law are, amongst others, safeguarding of national and Macau security, adequate diversification and sustainable development of the Macau economy, assurance that the development and operation of games of chance in casinos are in line with Macau’s policies and mechanisms in respect of combating the illegal flow of cross-border capital and preventing money laundering, and the scale, operation and practice of games of chance in casinos are subject to legal restrictions.
In addition to such penalties, certain accessory penalties may be applied, including closure of gaming areas, prohibition of the exercise of the activity of gaming promotion, collaborator or management of casinos, for a period of 1 month to 2 106 Table of Contents years, interdiction on applying for a gaming promoter license or collaborator authorization for a period of 1 to 2 years, judicial injunction or publication of the decision in two Macau newspapers (in Chinese and Portuguese, respectively) and through public notice.
In addition to such penalties, certain accessory penalties may be applied, including closure of gaming areas, prohibition of the exercise of the activity of gaming promotion, collaborator or management of casinos, for a period of 1 month to 2 years, interdiction on applying for a gaming promoter license or collaborator authorization for a period of 1 to 2 years, judicial injunction or publication of the decision in two Macau newspapers (in Chinese and Portuguese, respectively) and through public notice.
Such joint and several liability may be excluded when it is proved that the concessionaire has responsibly fulfilled its supervision duty. • The maximum number of gaming tables and gaming machines that may be operated by the concessionaires is determined by dispatch from the Chief Executive of Macau and the number of 103 Table of Contents gaming tables and gaming machines to be installed, added or reduced in each casino by the concessionaires is subject to authorization of the Secretary for Economy and Finance.
Such joint and several liability may be excluded when it is proved that the concessionaire has responsibly fulfilled its supervision duty. • The maximum number of gaming tables and gaming machines that may be operated by the concessionaires is determined by dispatch from the Chief Executive of Macau and the number of gaming tables and gaming machines to be installed, added or reduced in each casino by the concessionaires is subject to authorization of the Secretary for Economy and Finance.
The annual minimum limit of the gross gaming revenue must be set out in view of the past gross gaming revenue of Macau and the current situation of the economic development of Macau, and may be adjusted exceptionally in case of extraordinary, unpredictable or force majeure incidents, and is currently in the amount of MOP7 million (equivalent to approximately US$875,392) annual gross gaming revenue for gaming tables and MOP300,000 (equivalent to approximately US$37,517) annual gross gaming revenue for gaming machines. • With respect to the gaming promotion activities, the concessionaires must inform the DICJ of any facts that may affect the solvency of gaming promoters, including the fact that they have been named as defendants in civil proceedings or have entered into loan or financing agreements that exceed their solvency, within a period of five days counted from the date of occurrence of the respective facts or the concessionaires’ knowledge thereof; inform the DICJ of facts that indicate the practice, by gaming promoters, of crimes and administrative offenses provided for in the law, within five days from the date of the concessionaires’ knowledge thereof, without prejudice to duties provided in other laws; supervise the activity of the gaming promoters, including their fulfillment of the duties provided in gaming laws and regulations; and adopt appropriate measures to prevent gaming promoters from conducting illegal activities in the casinos of the concessionaires. • Each gaming promoter can only conduct gaming promotion activities with one concessionaire and may only receive commission, not being a gaming promoter permitted to share with the concessionaires, in any form whatsoever, the casino revenue. • The concessionaires are jointly and severally liable for administrative fines and civil liability arising from the exercise in their casinos of the authorized gaming promotion activity by gaming promoters, their directors and key employees, as well as their collaborators.
The annual minimum limit of the gross gaming revenue must be set out in view of the past gross gaming revenue of Macau and the current situation of the economic development of Macau, and may be adjusted exceptionally in case of extraordinary, unpredictable or force majeure incidents, and is currently in the amount of MOP7 million (equivalent to approximately US$873,404) annual gross gaming revenue for gaming tables and MOP300,000 (equivalent to approximately US$37,432) annual gross gaming revenue for gaming machines. • With respect to the gaming promotion activities, the concessionaires must inform the DICJ of any facts that may affect the solvency of gaming promoters, including the fact that they have been named as defendants in civil proceedings or have entered into loan or financing agreements that exceed their solvency, within a period of five days counted from the date of occurrence of the respective facts or the concessionaires’ knowledge thereof; inform the DICJ of facts that indicate the practice, by gaming promoters, of crimes and administrative offenses provided for in the law, within five days from the date of the concessionaires’ knowledge thereof, without prejudice to duties provided in other laws; supervise the activity of the gaming promoters, including their fulfillment of the duties provided in gaming laws and regulations; and adopt appropriate measures to prevent gaming promoters from conducting illegal activities in the casinos of the concessionaires. • Each gaming promoter can only conduct gaming promotion activities with one concessionaire and may only receive commission, not being a gaming promoter permitted to share with the concessionaires, in any form whatsoever, the casino revenue. • The concessionaires are jointly and severally liable for administrative fines and civil liability arising from the exercise in their casinos of the authorized gaming promotion activity by gaming promoters, 103 Table of Contents their directors and key employees, as well as their collaborators.
In addition to natural persons, legal entities are also subject to this law and may face penalties including judicial dissolution or daily fines ranging from MOP250 (equivalent to approximately US$31) to MOP15,000 (equivalent to approximately US$1,876) for a period of 100 to 1,200 days (i.e., up to MOP18,000,000 (equivalent to approximately US$2.3 million)).
In addition to natural persons, legal entities are also subject to this law and may face penalties including judicial dissolution or daily fines ranging from MOP250 (equivalent to approximately US$31) to MOP15,000 (equivalent to approximately US$1,872) for a period of 100 to 1,200 days (i.e., up to MOP18,000,000 (equivalent to approximately US$2.2 million)).
Macau Tax Code The new Macau Tax Code, approved by Law no. 24/2024, will have the majority of its provisions take effect on January 1, 2026. This legislation aims to modernize and consolidate Macau’s tax regulations, covering various aspects such as legal relationships, administrative procedures, judicial proceedings, and enforcement related to tax matters.
Macau Tax Code The new Macau Tax Code, approved by Law no. 24/2024, had the majority of its provisions take effect on January 1, 2026. This legislation aims to modernize and consolidate Macau’s tax regulations, covering various aspects such as legal relationships, administrative procedures, judicial proceedings, and enforcement related to tax matters.
In addition, there are a number of regulations related to anti-corruption, anti-bribery, anti-money laundering and sanctions. The CGC also has supervisory powers for anti-money laundering and combating the financing of terrorism. On June 19, 2024, the European Union’s New Anti-Money Laundering (“AML”) Single Rulebook Regulation was published in the Official Journal of the European Union.
In addition, there are a number of regulations related to anti-corruption, anti-bribery, anti-money laundering and sanctions. The CGC also has supervisory powers for anti-money laundering and combating the financing of terrorism. 115 Table of Contents On June 19, 2024, the European Union’s New Anti-Money Laundering (“AML”) Single Rulebook Regulation was published in the Official Journal of the European Union.
In addition to special gaming taxes of 35% of gross gaming revenues, we are also required to contribute to the Macau government an annual amount 118 Table of Contents equivalent to 2% of the gross gaming revenues to a public fund that has as purposes the promotion, development or study of cultural, social, economic, educational, scientific, academic and philanthropic actions.
In addition to special gaming taxes of 35% of gross gaming revenues, we are also required to contribute to the Macau government an annual amount equivalent to 2% of the gross gaming revenues to a public fund that has as purposes the promotion, development or study of cultural, social, economic, educational, scientific, academic and philanthropic actions.
Furthermore, we are also obligated to contribute to Macau an amount equivalent to 3% of the gross gaming revenues for urban development, tourism promotion and the social security of Macau. We are required to collect and pay, through withholding, statutory taxes on commissions or other remunerations paid to gaming promoters. Termination Rights.
Furthermore, we are also obligated to contribute to Macau an amount equivalent to 3% of the gross gaming revenues for urban 119 Table of Contents development, tourism promotion and the social security of Macau. We are required to collect and pay, through withholding, statutory taxes on commissions or other remunerations paid to gaming promoters. Termination Rights.
Under these laws and regulations, we are required to: • implement internal procedures and rules governing the prevention of anti-money laundering and terrorism financing crimes which are subject to prior approval from DICJ; • identify and evaluate the money laundering and terrorism financing risk inherent to gaming activities; • identify any customer who is in a stable business relationship with Melco Resorts Macau, who is a politically exposed person or any customer or transaction where there is a sign of money laundering or financing of terrorism or which involves significant sums of money in the context of the transaction, even if any sign of money laundering is absent; • refuse to deal with any of our customers who fail to provide any information requested by us; • keep records on the identification of a customer for a period of five years; • establish a regime for electronic transfers; • keep individual records of all transactions related to gaming which involve credit securities; • keep records of all electronic transactions for amounts equal to or exceeding MOP8,000 (equivalent to approximately US$1,000) in cases of occasional transactions and MOP120,000 (equivalent to approximately US$15,007) in cases of transactions that arose in the context of a continuous business relationship; • notify the Macau Finance Information Bureau if there is any sign of money laundering or financing of terrorism; • adopt as compliance function and appoint compliance officers; and • cooperate with the Macau government by providing all required information and documentation requested in relation to anti-money laundering activities.
Under these laws and regulations, we are required to: • implement internal procedures and rules governing the prevention of anti-money laundering and terrorism financing crimes which are subject to prior approval from DICJ; • identify and evaluate the money laundering and terrorism financing risk inherent to gaming activities; • identify any customer who is in a stable business relationship with Melco Resorts Macau, who is a politically exposed person or any customer or transaction where there is a sign of money laundering or financing of terrorism or which involves significant sums of money in the context of the transaction, even if any sign of money laundering is absent; • refuse to deal with any of our customers who fail to provide any information requested by us; • keep records on the identification of a customer for a period of five years; • establish a regime for electronic transfers; • keep individual records of all transactions related to gaming which involve credit securities; • keep records of all electronic transactions for amounts equal to or exceeding MOP8,000 (equivalent to approximately US$998) in cases of occasional transactions and MOP120,000 (equivalent to approximately US$14,973) in cases of transactions that arose in the context of a continuous business relationship; 108 Table of Contents • notify the Macau Finance Information Bureau if there is any sign of money laundering or financing of terrorism; • adopt as compliance function and appoint compliance officers; and • cooperate with the Macau government by providing all required information and documentation requested in relation to anti-money laundering activities.
The crime of unlawful deposit is applicable to concessionaires, gaming promoters or managing companies, their directors or representatives, or persons under their authority, in the exercise of their duties, or collaborators, in the exercise of their activity, who deposit funds from third parties not intended for gaming, and is punishable by imprisonment from 2 to 5 years in case of individuals, or fines up to MOP18 million (equivalent to approximately US$2.3 million) or judicial dissolution in case of legal persons.
The crime of unlawful deposit is applicable to concessionaires, gaming promoters or managing companies, their directors or representatives, or persons under their authority, in the exercise of their duties, or collaborators, in the exercise of their activity, who deposit funds from third parties not intended for gaming, and 106 Table of Contents is punishable by imprisonment from 2 to 5 years in case of individuals, or fines up to MOP18 million (equivalent to approximately US$2.2 million) or judicial dissolution in case of legal persons.
In the event that the results of the review reveal non-compliance or lack of proactiveness in complying with the concession contracts, concessionaires should improve compliance within the deadline determined by the Secretary for Economy and Finance. • The concessionaires registered share capital shall not be less than MOP5 billion (equivalent to approximately US$625.3 million) and during the term of the concession their net assets shall not be less than such amount.
In the event that the results of the review reveal non-compliance or lack of proactiveness in complying with the concession contracts, concessionaires should improve compliance within the deadline determined by the Secretary for Economy and Finance. • The concessionaires registered share capital shall not be less than MOP5 billion (equivalent to approximately US$623.9 million) and during the term of the concession their net assets shall not be less than such amount.
Pursuant to such redemption, the Macau government would assume all rights and obligations of Melco Resorts Macau resulting from business legally and validly conducted by Melco Resorts Macau before the date of the redemption notice and Melco Resorts Macau would have a right to obtain reasonable and fair compensation under applicable Macau law. 119 Table of Contents Ownership and Capitalization.
Pursuant to such redemption, the Macau government would assume all rights and obligations of Melco Resorts Macau resulting from business legally and validly conducted by Melco Resorts Macau before the date of the redemption notice and Melco Resorts Macau would have a right to obtain reasonable and fair compensation under applicable Macau law. Ownership and Capitalization.
The Industrial Property Code (Decree-Law no. 97/99/M, as amended pursuant to Law no. 11/2001), covers (i) inventions meeting the patentability requirements; (ii) semiconductor topography products; (iii) trademarks; (iv) designations of origin and geographical indications; and (v) awards.
The Industrial Property Code (Decree-Law no. 97/99/M, as amended pursuant to Law no. 11/2001), covers 110 Table of Contents (i) inventions meeting the patentability requirements; (ii) semiconductor topography products; (iii) trademarks; (iv) designations of origin and geographical indications; and (v) awards.
The Philippine License is one of the four licenses granted to various parties to develop integrated tourism resorts and establish and operate casinos in Entertainment City. 112 Table of Contents The Casino Regulatory Manual (CRM) was originally issued in January 2013 by PAGCOR for the guidance of the Entertainment City licensees.
The Philippine License is one of the four licenses granted to various parties to develop integrated tourism resorts and establish and operate casinos in Entertainment City. The Casino Regulatory Manual (CRM) was originally issued in January 2013 by PAGCOR for the guidance of the Entertainment City licensees.
The Code of Business Conduct and Ethics includes specific FCPA related provisions in Section IV and VIII B. To further supplement the Code of Business Conduct and Ethics, our Company implemented a FCPA Compliance Program in 2007, which was revised and expanded in scope in December 2013 as the Ethical Business Practices Program.
The Code 117 Table of Contents of Business Conduct and Ethics includes specific FCPA related provisions in Section IV and VIII B. To further supplement the Code of Business Conduct and Ethics, our Company implemented a FCPA Compliance Program in 2007, which was revised and expanded in scope in December 2013 as the Ethical Business Practices Program.
In addition, the Macau government granted Studio City Entertainment the complementary tax exemption until 2021 on profits generated from income received from Melco Resorts Macau, to the extent that such income is derived from Studio City gaming operations and has been subject to gaming tax.
The non-gaming profits of Melco Resorts Macau remain subject to the Macau complementary tax. In addition, the Macau government granted Studio City Entertainment the complementary tax exemption until 2021 on profits generated from income received from Melco Resorts Macau, to the extent that such income is derived from Studio City gaming operations and has been subject to gaming tax.
Representatives of legal entities may be jointly and severally responsible for paying such fines. Other sanctions include prohibition from attending certain establishments, prohibition or suspension from exercising certain professions or activities, deportation or prohibition from entering Macau for non-residents, and prohibition from entering casinos.
Representatives of legal entities may be jointly and severally responsible for paying such fines. Other sanctions include prohibition from attending certain 107 Table of Contents establishments, prohibition or suspension from exercising certain professions or activities, deportation or prohibition from entering Macau for non-residents, and prohibition from entering casinos.
Transfers of property and credit rights of Melco Resorts Macau exceeding MOP100,000,000 (equivalent to approximately US$12,505,599) and loan agreements or similar arrangements executed by Melco Resorts Macau as borrower or creditor equal to or exceeding that amount are each subject to approval by the Macau SAR government, except for those loan agreements related to credit granted for gaming purposes.
Transfers of property and credit rights of Melco Resorts Macau exceeding MOP100,000,000 (equivalent to approximately US$12,477,199) and loan agreements or similar arrangements executed by Melco Resorts Macau as borrower or creditor equal to or exceeding that amount are each subject to approval by the Macau SAR government, except for those loan agreements related to credit granted for gaming purposes.
All concessionaires must pay a special gaming tax of 35% of gross gaming revenues, defined as all gaming revenues derived from casino or gaming areas, plus an annual gaming premium of: • MOP30 million (equivalent to approximately US$3.8 million) per annum fixed premium; • MOP300,000 (equivalent to approximately US$37,517) per annum per VIP gaming table; • MOP150,000 (equivalent to approximately US$18,758) per annum per mass market gaming table; and • MOP1,000 (equivalent to approximately US$125) per annum per electric or mechanical gaming subject to a minimum annual payment of an amount required for the operation of 500 gaming tables and 1,000 electronic gaming machines.
All concessionaires must pay a special gaming tax of 35% of gross gaming revenues, defined as all gaming revenues derived from casino or gaming areas, plus an annual gaming premium of: • MOP30 million (equivalent to approximately US$3.7 million) per annum fixed premium; • MOP300,000 (equivalent to approximately US$37,432) per annum per VIP gaming table; • MOP150,000 (equivalent to approximately US$18,716) per annum per mass market gaming table; and • MOP1,000 (equivalent to approximately US$125) per annum per electric or mechanical gaming subject to a minimum annual payment of an amount required for the operation of 500 gaming tables and 1,000 electronic gaming machines.
In accordance with such law, all individuals entering Macau with an amount in cash or negotiable instrument to the bearer equal to or higher than the amount determined by the order of the Chief Executive of Macau at MOP120,000 (equivalent to approximately US$15,007) will be required to declare such amount to the customs authorities.
In accordance with such law, all individuals entering Macau with an amount in cash or negotiable instrument to the bearer equal to or higher than the amount determined by the order of the Chief Executive of Macau at MOP120,000 (equivalent to approximately US$14,973) will be required to declare such amount to the customs authorities.
The execution of a contract 102 Table of Contents between a concessionaire and a managing company pursuant to which the company assumes or may assume management powers relating to the concessionaire is prohibited and any such contract will be deemed null and void.
The execution of a contract between a concessionaire and a managing company pursuant to which the company assumes or may assume management powers relating to the concessionaire is prohibited and any such contract will be deemed null and void.
Our subsidiaries incorporated in Sri Lanka are subject to Sri Lanka corporate income tax of 40% on profits from betting and gaming activities while profits of other businesses are subject to tax of 30% on profit earned in or derived from Sri Lanka and abroad.
Our subsidiaries incorporated in Sri Lanka are subject to Sri Lanka corporate income tax of 45% on gains and profits from betting and gaming activities, while profits of other businesses are subject to tax of 30% on profit earned in or derived from Sri Lanka and abroad.
Set out below are the key terms in relation to ownership and capitalization under the Concession Contract: • the registered share capital and net asset value of Melco Resorts Macau cannot be less than MOP5,000,000,000 (equivalent to approximately US$625,279,969) and, to guarantee its performance of certain of its legal and contractual obligations, including labor obligations, Melco Resorts Macau must maintain a guarantee issued by a Macau SAR bank in favor of the Macau SAR in the amount of MOP1,000,000,000 (equivalent to approximately US$125,055,994) until 180 days after the earlier of the expiration or termination of the Concession; • the managing director of Melco Resorts Macau must be a permanent resident of the Macau SAR and must hold at least 15% of the registered share capital of Melco Resorts Macau; • any person who directly acquires voting rights in Melco Resorts Macau will be subject to authorization from the Macau government; • Melco Resorts Macau will be required to take the necessary measures to ensure that any person who directly or indirectly acquires more than 5% of the shares in Melco Resorts Macau would be subject to authorization from the Macau government, except when such acquisition is wholly made through the shares of publicly-listed companies tradable at a stock exchange; • any person who directly or indirectly acquires more than 5% of the shares in Melco Resorts Macau will be required to report the acquisition to the Macau government (except when such acquisition is wholly made through shares tradable on a stock exchange as a publicly-listed company); • the Macau government’s prior approval would be required for any recapitalization plan of Melco Resorts Macau; and • the Chief Executive of Macau could require the increase of Melco Resorts Macau’s share capital, if deemed necessary.
Set out below are the key terms in relation to ownership and capitalization under the Concession Contract: • the registered share capital and net asset value of Melco Resorts Macau cannot be less than MOP5,000,000,000 (equivalent to approximately US$623,859,974) and, to guarantee its performance 120 Table of Contents of certain of its legal and contractual obligations, including labor obligations, Melco Resorts Macau must maintain a guarantee issued by a Macau SAR bank in favor of the Macau SAR in the amount of MOP1,000,000,000 (equivalent to approximately US$124,771,995) until 180 days after the earlier of the expiration or termination of the Concession; • the managing director of Melco Resorts Macau must be a permanent resident of the Macau SAR and must hold at least 15% of the registered share capital of Melco Resorts Macau; • any person who directly acquires voting rights in Melco Resorts Macau will be subject to authorization from the Macau government; • Melco Resorts Macau will be required to take the necessary measures to ensure that any person who directly or indirectly acquires more than 5% of the shares in Melco Resorts Macau would be subject to authorization from the Macau government, except when such acquisition is wholly made through the shares of publicly-listed companies tradable at a stock exchange; • any person who directly or indirectly acquires more than 5% of the shares in Melco Resorts Macau will be required to report the acquisition to the Macau government (except when such acquisition is wholly made through shares tradable on a stock exchange as a publicly-listed company); • the Macau government’s prior approval would be required for any recapitalization plan of Melco Resorts Macau; and • the Chief Executive of Macau could require the increase of Melco Resorts Macau’s share capital, if deemed necessary.
We have developed a comprehensive anti-money laundering policy and related procedures covering our anti-money laundering responsibilities, which have been approved by the DICJ, and has training programs in place to ensure that all relevant employees understand such anti-money laundering policy and procedures.
We have developed a comprehensive anti-money laundering policy and related procedures covering our anti-money laundering responsibilities, which have been approved by the DICJ, and have training programs in place to enable all relevant employees to understand such anti-money laundering policy and procedures.
Melco Resorts Macau has undertaken to carry out incremental additional non-gaming investment in the amount of approximately 20% of its initial non-gaming investment, or MOP2,003.0 million (equivalent to approximately US$250.5 million), in the event Macau’s annual gross gaming revenue reaches MOP180.0 billion (equivalent to approximately US$22.51 billion), which occurred in 2023.
Melco Resorts Macau has undertaken to carry out incremental additional non-gaming investment in the amount of approximately 20% of its initial non-gaming investment, or MOP2,003.0 million (equivalent to approximately US$249.9 million), in the event Macau’s annual gross gaming revenue reaches MOP180.0 billion (equivalent to approximately US$22.46 billion), which occurred in 2023.
Our gaming revenues in Sri Lanka are exempt from VAT while certain of our subsidiaries are subject to VAT on certain non-gaming transactions.
Our gaming revenues in Sri Lanka are exempt from 124 Table of Contents VAT while certain of our subsidiaries are subject to VAT on certain non-gaming transactions.
A special premium may be due by Melco Resorts Macau in the event the average gross gaming revenue of Melco Resorts Macau’s gaming tables does not reach the annual minimum of MOP7,000,000 (equivalent to approximately US$875,392) and the average gross gaming revenue of the gaming machines does not reach the annual minimum of MOP300,000 (equivalent to approximately US$37,517).
A special premium may be due by Melco Resorts Macau in the event the average gross gaming revenue of Melco Resorts Macau’s gaming tables does not reach the annual minimum of MOP7,000,000 (equivalent to approximately US$873,404) and the average gross gaming revenue of the gaming machines does not reach the annual minimum of MOP300,000 (equivalent to approximately US$37,432).
In the event the relevant customs authorities find that the cash or negotiable instrument to the bearer carried by an individual while entering or exiting Macau may be associated with or result 109 Table of Contents from any criminal activity, such incident shall be notified to the relevant criminal authorities and the relevant amounts shall be seized pending investigation.
In the event the relevant customs authorities find that the cash or negotiable instrument to the bearer carried by an individual while entering or exiting Macau may be associated with or result from any criminal activity, such incident shall be notified to the relevant criminal authorities and the relevant amounts shall be seized pending investigation. See “Item 3.
Anti-Money Laundering Law and Regulations The principal objectives of the Prevention and Suppression of Money Laundering Activities Laws of 2007 to 2022 (188(I)/2007) N. 98 (I)/2023 (“Cyprus AML Law”) as amended in March 2021 are to prevent the laundering of proceeds of serious criminal offenses (“predicate offenses”) and related activities, to detect and prosecute money laundering activities and to provide for the restraint and confiscation of illicit funds.
Anti-Money Laundering Law and Regulations The principal objectives of the Prevention and Suppression of Money Laundering Activities Laws of 2007 (188(I)/2007), as amended (“Cyprus AML Law”), are to prevent the laundering of proceeds of serious criminal offenses (“predicate offenses”) and related activities, to detect and prosecute money laundering activities and to provide for the restraint and confiscation of illicit funds.
The granting or renewal of a gaming promoter license may be requested by a commercial company that fulfills certain cumulative requirements, such as having its registered office in Macau, being a limited liability 104 Table of Contents company by shares with the activity of gaming promotion as its exclusive business purpose, having a registered capital of not less than MOP10 million (equivalent to approximately US$1.3 million) fully paid up in cash, and net assets of not less than such amount during the license period, having as shareholders individuals only, having 50% or more of its registered capital being held by permanent residents of Macau who are at least 21 years of age, having agreed with one concessionaire the provision of gaming promotion services to the same, having provided a security deposit, not having any debts or fines imposed for breach of legal provisions relating to gaming under tax enforcement proceedings, having adequate financial capacity, not having the company and its shareholders, directors and key employees previously being declared insolvent or bankrupt, nor being responsible for debts arising from the insolvency or bankruptcy of third parties, and the company and its shareholders, directors and key employees being deemed suitable.
The issuance, renewal and cancelation of gaming promoter licenses are the responsibility of the Secretary for Economy and Finance, who also determines the maximum annual number of gaming promoters which each concessionaire may engage as published on the DICJ’s website. 104 Table of Contents The granting or renewal of a gaming promoter license may be requested by a commercial company that fulfills certain cumulative requirements, such as having its registered office in Macau, being a limited liability company by shares with the activity of gaming promotion as its exclusive business purpose, having a registered capital of not less than MOP10 million (equivalent to approximately US$1.2 million) fully paid up in cash, and net assets of not less than such amount during the license period, having as shareholders individuals only, having 50% or more of its registered capital being held by permanent residents of Macau who are at least 21 years of age, having agreed with one concessionaire the provision of gaming promotion services to the same, having provided a security deposit, not having any debts or fines imposed for breach of legal provisions relating to gaming under tax enforcement proceedings, having adequate financial capacity, not having the company and its shareholders, directors and key employees previously being declared insolvent or bankrupt, nor being responsible for debts arising from the insolvency or bankruptcy of third parties, and the company and its shareholders, directors and key employees being deemed suitable.
The legal framework and the instructions issued by DICJ require that certain procedures must be adopted before collecting, processing and/or transferring personal information, including obtaining consent from the data subject and/or notifying or requesting authorization from the DSPDP and/or DICJ, as applicable, prior to processing personal information.
Breaches are subject to civil liability, administrative and criminal sanctions. The legal framework and the instructions issued by DICJ require that certain procedures must be adopted before collecting, processing and/or transferring personal information, including obtaining consent from the data subject and/or notifying or requesting authorization from the DSPDP and/or DICJ, as applicable, prior to processing personal information.
Melco Resorts Macau must notify the Chief Executive of Macau five business days in advance of any decision related to dividend distribution in an amount greater than MOP500 million (equivalent to approximately US$62.5 million). As of December 31, 2024, the aggregate balance of the legal reserves of all of our Macau subsidiaries amounted to US$36.8 million.
Melco Resorts Macau must notify the Chief Executive of Macau five business days in advance of any decision related to dividend distribution in an amount greater than MOP500 million (equivalent to approximately US$62.4 million). As of December 31, 2025, the aggregate balance of the legal reserves of all of our Macau subsidiaries amounted to US$60.3 million.
In accordance with such law, as amended pursuant to Law no. 19/2023, effective from January 1, 2024, the monthly minimum salary in Macau is MOP7,072 (equivalent to approximately US$884) per month (excluding overtime, night and shift allowances and regular bonus related payments).
In accordance with such law, as amended pursuant to Law no. 19/2023, effective from January 1, 2024, the monthly minimum salary in Macau was MOP7,072 (equivalent to approximately US$882) per month (excluding overtime, night and shift allowances and regular bonus related payments) until December 31, 2025.
The legal reserve is not available for distribution to the shareholders of the subsidiaries. The appropriation of legal reserve is recorded in the subsidiaries’ financial statements in the year in which it is approved by the board of directors or the shareholders (as applicable) of the relevant subsidiaries.
The legal reserve is not available for distribution to the shareholders of the subsidiaries. The appropriation of legal reserve is recorded in the subsidiaries’ financial statements in the year in which it is approved by the shareholders of the relevant subsidiaries.
Pursuant to the Cyprus 123 Table of Contents License, a casino tax of 15% is imposed on gross gaming revenues in Cyprus. These casino taxes are recorded as a casino expense in the consolidated statements of operations.
Pursuant to the Cyprus License and under the Law, a casino tax of 15% is imposed on gross gaming revenues in Cyprus. These casino taxes are recorded as a casino expense in the consolidated statements of operations.
The package covers: • The establishment of the Anti-Money Laundering Authority (“AMLA”): The AMLA will be established in Frankfurt to monitor the new European Union rules addressing AML/counter-terrorist financing; 114 Table of Contents • An overhaul of current European Union AML legislation through a new European Union regulation on AML/counter-terrorist financing which is directly applicable across all European Union member states (the Single Rulebook Regulation): The Single Rulebook Regulation will harmonize certain areas of AML/counter-terrorist financing across the European Union, including the areas of customer due diligence and beneficial ownership; • The European Union’s Sixth AML Directive (“AMLD 6”): AMLD 6 deals with rules on identifying AML/counter-terrorist financing risks at a Member State level, beneficial ownership registers, national supervisors, and financial intelligence units; and • The new AML regulation will take effect three years after publication in the European Union’s Official Journal and member states will have two to three years to implement the directive’s provisions.
The package covers: • The establishment of the Anti-Money Laundering Authority (“AMLA”): The AMLA will be established in Frankfurt to monitor the new European Union rules addressing AML/counter-terrorist financing; • An overhaul of current European Union AML legislation through a new European Union regulation on AML/counter-terrorist financing which is directly applicable across all European Union member states (the Single Rulebook Regulation): The Single Rulebook Regulation will harmonize certain areas of AML/counter-terrorist financing across the European Union, including the areas of customer due diligence and beneficial ownership; • The European Union’s Sixth AML Directive (“AMLD 6”): AMLD 6 deals with rules on identifying AML/counter-terrorist financing risks at a Member State level, beneficial ownership registers, national supervisors, and financial intelligence units; and • The new AML regulation is expected to take effect on July 10, 2027.
Non-compliance with these regulations can result in significant penalties and imposition of punitive regulatory measures. Data Privacy Sri Lanka’s Personal Data Protection Act, No. 9 of 2022 (the “PDPA”) is a comprehensive data protection law designed to regulate the processing of personal data.
Non-compliance with these regulations can result in significant penalties and imposition of punitive regulatory measures. Data Privacy Sri Lanka’s Personal Data Protection Act, No. 9 of 2022 (the “PDPA”) is a comprehensive data protection law designed to regulate the processing of personal data. The PDPA establishes rights for data subjects and imposes obligations on data controllers and processors.
The DSPDP, which is 110 Table of Contents an official public department operating under the authority of the Chief Executive of Macau was established under the Administrative Regulation no. 42/2023, and, with effect from February 1, 2024, replaced the Office for Personal Data Protection, which was the previous regulatory authority for personal data protection matters, Breaches are subject to civil liability, administrative and criminal sanctions.
The DSPDP, which is an official public department operating under the authority of the Chief Executive of Macau was established under the Administrative Regulation no. 42/2023, and, with effect from February 1, 2024, replaced the Office for Personal Data Protection, which was the previous regulatory authority for personal data protection matters.
PAGCOR Licenses in the Philippines The Philippine License issued by PAGCOR authorizes the Philippine Licensees, through Melco Resorts Leisure, to establish and operate a casino in the Philippines for both local and foreign patrons who are at least 21 years of age. 120 Table of Contents In general, the Philippine License imposes certain obligations such as, but not limited to, the following: • payment of monthly license fees to PAGCOR; • maintenance of a debt-to-equity ratio (based on calculation as agreed with PAGCOR) for each of the Philippine Licensees of no greater than 70:30; • at least 95.0% of the total employees of City of Dreams Manila must be Philippine citizens; • 2.0% of certain casino revenues must be remitted to a foundation devoted to the restoration of cultural heritage and 5.0% of certain non-gaming revenues to PAGCOR; and • operation of only the authorized casino games approved by PAGCOR.
In general, the Philippine License imposes certain obligations such as, but not limited to, the following: • payment of monthly license fees to PAGCOR; 121 Table of Contents • maintenance of a debt-to-equity ratio (based on calculation as agreed with PAGCOR) for each of the Philippine Licensees of no greater than 70:30; • at least 95.0% of the total employees of City of Dreams Manila must be Philippine citizens; • 2.0% of certain casino revenues must be remitted to a foundation devoted to the restoration of cultural heritage and 5.0% of certain non-gaming revenues to PAGCOR; and • operation of only the authorized casino games approved by PAGCOR.
Our operations are conducted by our subsidiaries. Investors may never directly hold equity interests in our operating subsidiaries. 124 Table of Contents The following diagram illustrates our organizational structure, including the place of formation, ownership interest and affiliation of our significant subsidiaries, as of March 15, 2025: Notes: (1) Based on 1,276,540,382 shares outstanding as of March 15, 2025.
Our operations are conducted by our subsidiaries. Investors may never directly hold equity interests in our operating subsidiaries. 125 Table of Contents The following diagram illustrates our organizational structure, including the place of formation, ownership interest and affiliation of our significant subsidiaries, as of March 6, 2026: Notes: (1) Based on 1,220,376,014 shares outstanding as of March 6, 2026.
Pursuant to the Sri Lanka License, a monthly gross collection levy of 15% of the total collections from the business of gaming (exempted if monthly gross collections do not exceed LKR1 million (equivalent to approximately US$3,418)) is payable to the government of Sri Lanka on gross gaming revenues. C.
A monthly gross collection levy of 18% of the total collections from the business of gaming (exempted if monthly gross collections do not exceed LKR1 million (equivalent to approximately US$3,225)) is payable to the government of Sri Lanka.
Risk Factors — Risks Relating to Operating in the Gaming Industry in Cyprus — Cyprus’ gaming operations are dependent on the Cyprus License issued by CGC and any failure to comply with the terms of the Cyprus License could have a material adverse effect on our business, financial condition and results of operations.” Gaming License in Sri Lanka The Sri Lanka License, which was issued on March 27, 2024, allows Bluehaven Services to conduct a casino business within City of Dreams Sri Lanka for a period of 20 years from April 1, 2024. 121 Table of Contents Key conditions of the Sri Lanka License include compliance with regulations published in specific Gazette Notifications and any orders issued by the Ministry of Finance, Economic Stabilization & National Policies of Sri Lanka.
Risk Factors — Risks Relating to Operating in the Gaming Industry in Cyprus — Cyprus’ gaming operations are dependent on the Cyprus License issued by CGC and any failure to comply with the terms of the Cyprus License could have a material adverse effect on our business, financial condition and results of operations.” Gaming License in Sri Lanka The Sri Lanka License, which was issued on March 27, 2024, allows Bluehaven Services to conduct a casino business within City of Dreams Sri Lanka for a period of 20 years from April 1, 2024.
The 1,276,540,382 shares outstanding include shares held by our depositary bank to facilitate the administration and operation of our share incentive plans. Such shares represent 1.36% of the Company’s outstanding shares as of March 15, 2025. For a description of our share incentive plans, see “Item 6. Directors, Senior Management and Employees — E.
The 1,220,376,014 shares outstanding include shares held by our depositary bank to facilitate the administration and operation of our share incentive plans. Such shares represent 1.67% of the Company’s outstanding shares as of March 6, 2026. For a description of our share incentive plans, see “Item 6. Directors, Senior Management and Employees — E.
However, we cannot assure you that the same arrangement will be applied beyond such period or, in the event a similar arrangement is adopted, whether we will be required to pay a higher annual sum. Melco Resorts Macau is subject to Macau gaming tax based on gross gaming revenue in Macau.
There is no assurance that the same arrangement will be applied beyond the period previously agreed upon or, in the event a similar arrangement is adopted, whether we will be required to pay a higher annual sum. Melco Resorts Macau is subject to Macau gaming tax based on gross gaming revenue in Macau.
Our subsidiaries incorporated in Cyprus are subject to Cyprus corporate income tax of 12.5% on profit earned in or derived from Cyprus and abroad. Our gaming revenues in Cyprus are exempt from VAT while certain of our subsidiaries are subject to VAT on certain non-gaming transactions.
Our subsidiaries incorporated in Cyprus were subject to Cyprus corporate income tax of 12.5% on profit earned in or derived from Cyprus and abroad and such tax rate increased to 15% with effect from January 1, 2026. Our gaming revenues in Cyprus are exempt from VAT while certain of our subsidiaries are subject to VAT on certain non-gaming transactions.
Liquidity and Capital Resources — Cash Flows — Investing Activities” and “— Other Financing and Liquidity Matters” for information regarding our material tangible property, plant and equipment. ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable.
Liquidity and Capital Resources — Cash Flows — Investing Activities” and “— Other Financing and Liquidity Matters” for information regarding our material tangible property, plant and equipment.
Melco Resorts Macau continues to benefit from the Macau complementary tax exemption on gaming profits for the period from January 1, 2023 to December 31, 2027 pursuant to a Dispatch of the Chief Executive of Macau dated January 29, 2024. The non-gaming profits of Melco Resorts Macau remain subject to the Macau complementary tax.
Melco Resorts Macau applied for and was granted the benefit of a complementary tax exemption on Macau complementary tax (but not gaming tax) for the period from January 1, 2023 to December 31, 2027 pursuant to a Dispatch of the Chief Executive of Macau dated January 29, 2024.
EU’s General Data Protection Regulation The EU’s General Data Protection Regulation 2016/679 (“GDPR”), which came into force on May 25, 2018, is the EU’s data protection regulation which aims primarily to give control to individuals over their personal data and imposes strict requirements on organizations’ processing individuals’ personal data.
EU’s General Data Protection Regulation GDPR is the EU’s data protection regulation which aims primarily to give control to individuals over their personal data and imposes strict requirements on organizations’ processing individuals’ personal data.
The commission cap regulations impose fines, ranging from MOP2,000,000 (equivalent to approximately US$250,112) up to MOP5,000,000 (equivalent to approximately US$625,280) on concessionaires that do not comply with the cap and other fines, ranging from MOP600,000 (equivalent to approximately US$75,034) up to MOP1,500,000 (equivalent to approximately US$187,584) on concessionaires that do not comply with their reporting obligations regarding commission payments.
The commission cap regulations impose fines, ranging from MOP2,000,000 (equivalent to approximately US$249,544) up to MOP5,000,000 (equivalent to approximately US$623,860) on concessionaires that do not comply with the cap and other fines, ranging from MOP600,000 (equivalent to approximately US$74,863) up to MOP1,500,000 (equivalent to approximately US$187,158) on concessionaires that do not comply with their reporting obligations regarding commission payments.
We opened two satellite casinos in Nicosia and Larnaca in December 2018, one satellite casino in Ayia Napa in July 2019 and one satellite casino in Paphos in February 2020. In June 2020, we ceased operations of the satellite casino in Larnaca. In July 2023, City of Dreams Mediterranean was opened to the public.
In June 2023, we ceased operations of the temporary casino, which was opened in Limassol in June 2018 as the first licensed casino in Cyprus. We opened two satellite casinos in Nicosia and Larnaca in December 2018, one satellite casino in Ayia Napa in July 2019 and one satellite casino in Paphos in February 2020.
Established within the EU, our operations in Cyprus are subject to the GDPR requirements. We have therefore developed and implemented a strategy that encompasses regular staff training, data protection impact assessments and the establishment of policies and procedures which regulate the organization’s activities and aim to protect all personal data that is collected, processed and maintained by all business units.
We have therefore developed and implemented a strategy that encompasses a governance framework including but not limited to regular staff training, data protection impact assessments and the establishment of policies and procedures which regulate the organization’s activities and aim to protect all personal data that is collected, processed and maintained by all business units.
Access to Casinos and Gaming Areas Regulations Under Law no. 10/2012, as amended pursuant to Law no. 17/2018, the minimum age required for entrance into casinos in Macau is 21 years of age.
Access to Casinos and Gaming Areas Regulations Under Law no. 10/2012, as amended pursuant to Law no. 17/2018, the minimum age required for entrance into casinos in Macau is 21 years of age. The director of the DICJ may authorize employees under 21 years of age to temporarily enter casinos or gaming areas, after considering their special technical qualifications.
We have, through our subsidiaries, two main groups of labor quotas in Macau, one to import non-skilled workers from mainland China and the other to import non-skilled workers from all other countries. Melco Resorts Macau is not currently allowed to hire non-Macau resident dealers and supervisors under the Macau government’s policy.
We have, through our subsidiaries, two main groups of labor quotas in Macau, one to import non-skilled workers from mainland China and the other to import non-skilled workers from all other countries.
In February 2024, Melco Resorts Macau entered into an agreement with the Macau government for an annual payment for the period from 2023 through 2025. Upon the payment of such amount, the shareholders of Melco Resorts Macau will not be liable to pay any other tax in Macau for dividend distributions received from gaming profits.
Upon the payment of such amount, the shareholders of Melco Resorts Macau will not be liable to pay any other tax in Macau for dividend distributions received from gaming profits.
The Data Protection Authority of Sri Lanka has been established under the PDPA and the substantive provisions of the PDPA are expected to come into effect in 2025. The Data Protection Authority of Sri Lanka is responsible for regulating personal data processing, protecting individuals’ privacy and ensuring that entities adhere to the legal obligations set out in the PDPA.
The PDPA also mandates the appointment of data protection officers for organizations that process large volumes of personal data. The Data Protection Authority of Sri Lanka has been established under the PDPA and is responsible for regulating personal data processing, protecting individuals’ privacy and ensuring that entities adhere to the legal obligations set out in the PDPA.
In September 2017, the Macau government granted Studio City Hotels the declaration of touristic utility purpose pursuant to which Studio City Hotels is entitled to a property tax holiday for a period of twelve years on the immovable property to which the touristic utility was granted, owned or operated by Studio City Hotels.
These gaming taxes are an assessment on Melco Resorts Macau’s gaming revenue and are recorded as casino expense. 123 Table of Contents In September 2017, the Macau government granted Studio City Hotels the declaration of touristic utility purpose pursuant to which Studio City Hotels is entitled to a property tax holiday for a period of twelve years on the immovable property to which the touristic utility was granted, owned or operated by Studio City Hotels.
The Anti-Money Laundering Council and PAGCOR have also released regulations and guidelines on compliance and we have adjusted our anti-money laundering policies for our Philippine operations to these new rules and regulations.
Suspicious transactions, regardless of amount, are also required to be reported in connection with casino operations. The Anti-Money Laundering Council and PAGCOR have also released regulations and guidelines on compliance and we have adjusted our anti-money laundering policies for our Philippine operations to these new rules and regulations.
Key provisions include the requirement for entities to obtain explicit consent from individuals before processing their data, ensuring data accuracy, and implementing appropriate security measures to protect data from unauthorized access or breaches. The PDPA also mandates the appointment of data protection officers for organizations that process large volumes of personal data.
The PDPA applies to both public and private entities involved in processing personal data. Key provisions include the requirement for entities to obtain explicit consent from individuals before processing their data, ensuring data accuracy, and implementing appropriate security measures to protect data from unauthorized access or breaches.
Although we have an exclusive license to operate casinos in the Republic of Cyprus until 2032, we may face competition from casinos in the occupied part of Cyprus or from casinos in nearby parts of Europe and the Middle East.
Although we have an exclusive license to operate casinos in the Republic of Cyprus until 2032, we may face competition from casinos in the occupied part of Cyprus or from casinos in nearby parts of Europe and the Middle East, such as the expected openings of the Hard Rock Hotel & Casino Integrated Resort and the Wynn Al Marjan Island in the UAE in 2027.
The Concession Contract requires us to make a minimum investment in Macau of MOP11,823.7 million (equivalent to approximately US$1.48 billion). The investment plan includes gaming and non-gaming related projects in the expansion of foreign market patrons, conventions and exhibitions, entertainment shows, sports events, art and culture, health and well-being, thematic entertainment, gastronomy, community and maritime tourism and others.
The investment plan includes gaming and non-gaming related projects in the expansion of foreign market patrons, conventions and exhibitions, entertainment shows, sports events, art and culture, health and well-being, thematic entertainment, gastronomy, community and maritime tourism and others.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Our total operating revenues for the year ended December 31, 2024 consisted of US$3.77 billion of casino revenues, representing 81.3% of our total operating revenues, and US$865.6 million of non-casino revenues.
Our total operating revenues for the year ended December 31, 2024 consisted of US$3.77 billion of casino revenues, representing 81.3% of our total operating revenues, and US$865.6 million of non-casino revenues. Casino .
Property charges and other. Property charges and other for the year ended December 31, 2024 were US$13.2 million, which primarily included the litigation claims related to junket player deposits, repairs and maintenance costs incurred as a result of a typhoons and remodeling, and asset impairments in Altira Macau.
Property charges and other for the year ended December 31, 2024 were US$13.2 million, which primarily included the litigation claims related to junket player deposits, repairs and maintenance costs incurred as a result of a typhoons and remodeling, and asset impairments in Altira Macau.
In addition, any non-compliance with such laws may result in damage of our reputation and/or subject us to lawsuits, fines and other penalties as well as restrictions on our use or transfer of data; and • Increases in cybersecurity and ransomware attacks around the world, including in the gaming and hospitality industries, and the need to continually evaluate, enhance and improve our internal process, systems and technology infrastructure to comply with the increasing cybersecurity, data privacy and data protection laws, regulations and requirements.
In addition, any non-compliance with such laws may result in damage to our reputation and/or subject us to lawsuits, fines and other penalties as well as restrictions on our use or transfer of data; and • Increases in cybersecurity and ransomware attacks around the world, including in the gaming and hospitality industries, and the need to continually evaluate, enhance and improve our internal process, systems and technology infrastructure to comply with the increasing cybersecurity, data privacy and data protection laws, regulations and requirements.
Consolidated Statements and Other Financial Information — Dividend Policy.” There are no regulatory or foreign exchange restrictions or limitations on our ability to transfer cash within our corporate group, or to declare dividends to holders of our ADSs, except that Melco Resorts Macau must notify the Chief Executive of Macau five business days in advance of any decision related to dividend distribution in an amount greater than MOP500 million (equivalent to approximately US$62.5 million), seek Macau government consent to grant or receive any loan in the amount of MOP100 million (equivalent to approximately US$12.5 million) and our subsidiaries incorporated in Macau are required to set aside a specified amount of the entity’s profit after tax as a legal reserve which is not distributable to the shareholders of such subsidiaries and authorization is required in the Philippines for inward and outward transfers of Philippine pesos above a certain amount.
Consolidated Statements and Other Financial Information — Dividend Policy.” There are no regulatory or foreign exchange restrictions or limitations on our ability to transfer cash within our corporate group, or to declare dividends to holders of our ADSs, except that Melco Resorts Macau must notify the Chief Executive of Macau five business days in advance of any decision related to dividend distribution in an amount greater than MOP500 million (equivalent to approximately US$62.4 million), seek Macau government consent to grant or receive any loan in the amount of MOP100 million (equivalent to approximately US$12.5 million) and our subsidiaries incorporated in Macau are required to set aside a specified amount of the entity’s profit after tax as a legal reserve which is not distributable to the shareholders of such subsidiaries and authorization is required in the Philippines for inward and outward transfers of Philippine pesos above a certain amount.
Effective January 1, 2023, the Macau government has transferred the Reversion Assets to us for usage in our operations during the duration of the Concession Contract for a fee of MOP750.00 (equivalent to approximately US$94) per square meter for years 1 to 3 of the Concession Contract, subject to consumer price index increase in years 2 and 3 of the concession.
Effective January 1, 2023, the Macau government has transferred the Reversion Assets to us for usage in our operations during the duration of the Concession Contract for a fee of MOP750.00 (equivalent to US$94) per square meter for years 1 to 3 of the Concession Contract, subject to consumer price index increase in years 2 and 3 of the concession.
For further details of the above indebtedness, see note 11 to the consolidated financial statements included elsewhere in this annual report, which includes information regarding the type of debt facilities used, the extent to which borrowings are at fixed rates, the maturity profile of debt, the currency and interest rate structure, the charge on our assets and the nature and extent of any restrictions on our ability, and the ability of our subsidiaries, to transfer funds as cash dividends, loans or advances.
For further details of the above indebtedness, see note 10 to the consolidated financial statements included elsewhere in this annual report, which includes information regarding the type of debt facilities used, the extent to which borrowings are at fixed rates, the maturity profile of debt, the currency and interest rate structure, the charge on our assets and the nature and extent of any restrictions on our ability, and the ability of our subsidiaries, to transfer funds as cash dividends, loans or advances.
Adjusted Property EBITDA is net income/loss before interest, taxes, depreciation, amortization, pre-opening costs, development costs, property charges and other, share-based compensation, payments to the Philippine Parties, integrated resort and casino rent, Corporate and Other expenses, and other non-operating income and expenses. The following table sets forth a summary of our Adjusted Property EBITDA for the years presented.
Adjusted Property EBITDA is net income/loss before interest, taxes, depreciation, amortization, pre-opening costs, development costs, property charges and other, share-based compensation, payments to the Philippine Parties, integrated resort and casino rent, Corporate and Other expenses, and other non-operating income and expenses. 137 Table of Contents The following table sets forth a summary of our Adjusted Property EBITDA for the years presented.
However, to the extent that the financial results of our Macau, Philippine and Cyprus operations improve and it becomes more likely than not that the deferred tax assets are realizable, we will be able to reduce the valuation allowance related to the net operating losses and other deferred tax assets.
However, to the extent that the financial results of our Macau, Philippine, Cyprus and Sri Lanka operations improve and it becomes more likely than not that the deferred tax assets are realizable, we will be able to reduce the valuation allowance related to the net operating losses and other deferred tax assets.
Accounts are written off when management deems it is probable the receivables are uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated allowance for credit losses is maintained to reduce our receivables to their carrying amounts, which reflects the net amount the Company expects to collect.
Accounts are written off when management deems it is probable the receivables are uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated allowance for credit losses is maintained to reduce our receivables to their carrying amounts and reflects the net amount the Company expects to collect.
Anti-money laundering, anti-bribery and corruption and sanctions and counter-terrorism financing laws and regulations have become increasingly complex and subject to greater regulatory scrutiny and supervision by regulators globally and may increase our compliance costs and any potential non- compliances of such laws and regulations could have an adverse effect on our reputation, financial condition, results of operations or cash flows; • Enactment of new laws, or amendments to existing laws with more stringent requirements, in relation to personal data, including, among others, collection, use and/or transmission of personal data, and as to which there may be limited precedence on their interpretation and application, may increase operating costs and/or adversely impact our ability to market to our customers and guests.
Anti-money laundering, anti-bribery and corruption and sanctions and counter-terrorism financing laws and regulations have become increasingly complex and subject to greater regulatory scrutiny and supervision by regulators globally and may increase our 148 Table of Contents compliance costs and any potential non- compliances of such laws and regulations could have an adverse effect on our reputation, financial condition, results of operations or cash flows; • Enactment of new laws, or amendments to existing laws with more stringent requirements, in relation to personal data, including, among others, collection, use and/or transmission of personal data, and as to which there may be limited precedent on their interpretation and application, may increase operating costs and/or adversely impact our ability to market to our customers and guests.
We use the following KPIs to evaluate our hotel operations: • Average daily rate: calculated by dividing total room revenues including complimentary rooms (less service charges, if any) by total rooms occupied, including complimentary rooms, i.e., average price of occupied rooms per day. • Occupancy rate: the average percentage of available hotel rooms occupied, including complimentary rooms, during a period. • Revenue per available room, or REVPAR: calculated by dividing total room revenues including complimentary rooms (less service charges, if any) by total rooms available, thereby representing a combination of hotel average daily room rates and occupancy.
We use the following KPIs to evaluate our hotel operations: • Average daily rate: calculated by dividing total room revenues including complimentary rooms (less service charges, if any) by total rooms occupied, including complimentary rooms, i.e., average price of occupied rooms per day. • Occupancy rate: the average percentage of available hotel rooms occupied, including complimentary rooms, during a period. 132 Table of Contents • Revenue per available room, or REVPAR: calculated by dividing total room revenues including complimentary rooms (less service charges, if any) by total rooms available, thereby representing a combination of hotel average daily room rates and occupancy.
We estimate the accruals for the claims of these legal proceedings based on all relevant facts and circumstances currently available and will recognize these claims as liabilities when it is determined such contingencies are both probable and reasonably estimable. Other Estimates In addition to the critical accounting estimates described above, there are other accounting estimates within the consolidated financial statements.
We estimate the accruals for the claims of these legal proceedings based on all relevant facts and circumstances currently available and will recognize these claims as liabilities when it is determined such contingencies are both probable and reasonably estimable. 151 Table of Contents Other Estimates In addition to the critical accounting estimates described above, there are other accounting estimates within the consolidated financial statements.
As these volumes are the denominator used in calculating win rate or hold percentage, with the same use of gaming win as the numerator, the win rate is generally lower in the rolling chip market segment than the hold percentage in the mass market table games segment.
As these volumes are the denominator used in calculating win rate or hold percentage, with the same use of gaming win as the numerator, the win rate is generally lower in the rolling chip market operations than the hold percentage in the mass market table games operations.
Secondly, we estimate the undiscounted future cash flows over the remaining useful life of the primary asset within the asset group which involves significant assumptions, including future revenue growth rates and cost inflation. The future cash flows are derived based on management historical experience and market condition which are consistent with our budget and strategic plan.
Secondly, we estimate the undiscounted future cash flows over the 149 Table of Contents remaining useful life of the primary asset within the asset group which involves significant assumptions, including future revenue growth rates and cost inflation. The future cash flows are derived based on management historical experience and market condition which are consistent with our budget and strategic plan.
For future borrowings, any decrease in our corporate rating could result in an increase in borrowing costs. 145 Table of Contents Restrictions on Distributions For discussion on the ability of our subsidiaries to transfer funds to our Company in the form of cash dividends, loans or advances and the impact such restrictions have on our ability to meet our cash obligations, see “Item 4.
For future borrowings, any decrease in our corporate rating could result in an increase in borrowing costs. Restrictions on Distributions For discussion on the ability of our subsidiaries to transfer funds to our Company in the form of cash dividends, loans or advances and the impact such restrictions have on our ability to meet our cash obligations, see “Item 4.
The remaining estimated useful lives of the property and equipment are periodically reviewed. Refer to note 2(j) to the consolidated financial statements included elsewhere in this annual report for further details of estimated useful lives of the property and equipment.
The remaining estimated useful lives of the property and equipment are periodically reviewed. Refer to note 2(i) to the consolidated financial statements included elsewhere in this annual report for further details of estimated useful lives of the property and equipment.
Business and economic conditions, the legal enforceability of gaming debts, foreign currency control measures or other significant events in these countries could affect the collectability of receivables from customers and gaming promoters residing in these countries. Accounts receivable, including casino, hotel and other receivables, are typically non-interest bearing and are recorded at amortized cost.
Business and economic conditions, the legal enforceability of gaming debts, foreign currency control measures or other significant circumstances in these countries could affect the collectability of receivables from customers and gaming promoters. Accounts receivable, including casino, hotel and other receivables, are typically non-interest bearing and are recorded at amortized cost.
We are also required to comply with the investment plan which forms part of the gaming concession contract in Macau in the amount of MOP11,823.7 million (equivalent to approximately US$1.48 billion), of which MOP10,008.0 million (equivalent to approximately US$1.25 billion) is to be invested in non-gaming projects per the terms of the concession contract, and incremental additional non-gaming investment in the amount of approximately 20% of our initial non-gaming investment, or MOP2,003.0 million (equivalent to approximately US$250.5 million), in the event the Incremental Investment Trigger is triggered.
We are also required to comply with the investment plan which forms part of the gaming concession contract in Macau in the amount of MOP11,823.7 million (equivalent to approximately US$1.48 billion), of which MOP10,008.0 million (equivalent to approximately US$1.25 billion) is to be invested in non-gaming projects per the terms of the concession contract, and incremental additional non-gaming investment in the amount of approximately 20% of our initial non-gaming investment, or MOP2,003.0 million (equivalent to approximately US$249.9 million), in the event the Incremental Investment Trigger is triggered.
Cyprus City of Dreams Mediterranean and Other Effective from June 12, 2023, with the soft opening of City of Dreams Mediterranean, the Cyprus Operations segment which previously included the operation of the temporary casino before its closure on June 9, 127 Table of Contents 2023 and the licensed satellite casinos in Cyprus, has been renamed to City of Dreams Mediterranean and Other segment which includes the operation of City of Dreams Mediterranean and the licensed satellite casinos in Cyprus.
City of Dreams Mediterranean and Other Effective from June 12, 2023, with the soft opening of City of Dreams Mediterranean, the Cyprus Operations segment which previously included the operation of the temporary casino before its closure on June 9, 2023 and the licensed satellite casinos in Cyprus, has been renamed to City of Dreams Mediterranean and Other segment which includes the operation of City of Dreams Mediterranean and the licensed satellite casinos in Cyprus.
We have been able to meet our working capital needs, and we believe that our operating cash flow, existing cash balances, funds available under various credit facilities and any additional equity or debt financings will be adequate to satisfy our current and anticipated operating, debt and capital commitments, including our development project plans, as described in “— Other Financing and Liquidity Matters” below.
We have been able to meet our working 140 Table of Contents capital needs, and we believe that our operating cash flow, existing cash balances, funds available under various credit facilities and any additional equity or debt financings will be adequate to satisfy our current and anticipated operating, debt and capital commitments, including our development project plans, as described in “— Other Financing and Liquidity Matters” below.
If the qualitative factors indicate that the carrying amount of the reporting unit is more likely than not to exceed the fair value, then a quantitative impairment test is performed. No impairment of goodwill was recognized during the years ended December 31, 2024, 2023 and 2022.
If the qualitative factors indicate that the carrying amount of the reporting unit is more likely than not to exceed the fair value, then a quantitative impairment test is performed. No impairment of goodwill was recognized during the year ended December 31, 2024 and 2023.
In addition, City of Dreams Mediterranean had approximately 500 guest rooms and suites as of December 31, 2024 and features a variety of premium dining outlets and luxury retail.
In addition, City of Dreams Mediterranean had approximately 500 guest rooms and suites as of December 31, 2025 and features a variety of premium dining outlets and luxury retail.
Goodwill and intangible assets with indefinite useful lives as at December 31, 2024 and 2023 was associated with Mocha Clubs, a reporting unit, which arose from the acquisition of Mocha Slot Group Limited and its subsidiaries by our Company in 2006.
Goodwill and intangible assets with indefinite useful lives as of December 31, 2025 and 2024 was associated with Mocha Clubs, a reporting unit, which arose from the acquisition of Mocha Slot Group Limited and its subsidiaries by our Company in 2006.
The fair values of the long-lived assets of Altira Macau were estimated based on a combination of income and cost approaches and the discount rates adopted in income approach for the years ended December 31, 2024 and 2023 were 12.6% and 12.3% respectively.
The fair values of the long-lived assets of Altira Macau were estimated based on a combination of income and cost approaches and the discount rates adopted in income approach for the years ended December 31, 2025, 2024 and 2023 were 14.0%, 12.6% and 12.3% respectively.
For a discussion of our results of operations for the year ended December 31, 2023 compared with the year ended December 31, 2022, see “Item 5. Operating and Financial Review and Prospects — A.
For a discussion of our results of operations for the year ended December 31, 2024 compared with the year ended December 31, 2023, see “Item 5. Operating and Financial Review and Prospects — A.
See also “— Other Financing and 142 Table of Contents Liquidity Matters” below for details of the maturity profile of debt and “Item 11. Quantitative and Qualitative Disclosures about Market Risk” for further understanding of our hedging of interest rate risk and foreign exchange risk exposure.
See also “— Other Financing and Liquidity Matters” below for details of the maturity profile of debt and “Item 11. Quantitative and Qualitative Disclosures about Market Risk” for further understanding of our hedging of interest rate risk and foreign exchange risk exposure.
The decrease in interest income was primarily due to lower bank interest income as a result of lower average bank balances during the year ended December 31, 2024.
The decrease in interest income was primarily due to lower bank interest income as a result of lower average bank balances during the year ended December 31, 2025.
(3) See note 12 to the consolidated financial statements included elsewhere in this annual report for further details on these lease liabilities.
(3) See note 11 to the consolidated financial statements included elsewhere in this annual report for further details on these lease liabilities.
(4) Represents i) annual premium with a fixed portion and a variable portion based on the number and type of gaming tables and machines that Melco Resorts Macau is currently approved to operate by the Macau government for our gaming concession in Macau; and ii) fixed license fee for the Cyprus License.
(4) Represents i) annual premium with a fixed portion and a variable portion based on the number and type of gaming tables and machines that Melco Resorts Macau is currently approved to operate by the Macau government for our gaming concession in Macau; ii) annual fixed license fee for the Cyprus License and (iii) annual fixed levy for the Sri Lanka License.
The allowance is estimated based on our specific reviews of the age of the balances owed, the customers’ financial condition, management’s experience with the collection trends of the customers, current business and economic conditions, and management’s expectations of future business and economic conditions.
The allowance for credit losses is estimated based on our specific reviews of the age of the balances owed, the customers’ financial condition, management’s experience with the collection trends of customers, current business and economic conditions, and management’s expectations of future business and economic conditions.
City of Dreams Manila also includes three branded hotel towers, several entertainment venues and features a wide selection of regional and international food and beverage offerings as well as extended retail shops.
City of Dreams Manila also includes three branded hotel towers, several entertainment venues and features a wide selection of regional and international food and beverage offerings as well as extended retail 128 Table of Contents shops.
See note 2 to the consolidated financial statements for further information on significant accounting policies. 150 Table of Contents
See note 2 to the consolidated financial statements for further information on significant accounting policies. 152 Table of Contents
(2) Amounts for all periods represent our estimated interest payments on our debt facilities based upon amounts outstanding and HIBOR as at December 31, 2024 plus the applicable interest rate spread in accordance with the respective debt agreements. Actual rates will vary.
(2) Amounts for all periods represent our estimated interest payments on our debt facilities based upon amounts outstanding and HIBOR as of December 31, 2025 plus the applicable interest rate spread in accordance with the respective debt agreements. Actual rates will vary.
(6) In addition to amounts included in the table above, in connection with the Concession Contract, Melco Resorts Macau committed to an overall investment of MOP11,823.7 million (equivalent to approximately US$1.48 billion) and incremental additional non-gaming investment in the amount of approximately 20% of its initial non-gaming investment, or MOP2,003.0 million (equivalent to approximately US$250.5 million), in the event Macau’s annual gross gaming revenue reaches MOP180.0 billion (equivalent to approximately US$22.51 billion).
(6) In addition to the amounts included in the table above, in connection with the Concession Contract, Melco Resorts Macau committed to an overall investment of MOP11,823.7 million (equivalent to US$1.48 billion) and incremental additional non-gaming investment in the amount of approximately 20% of its initial non-gaming investment, or MOP2,003.0 million (equivalent to US$249.9 million), in the event Macau’s annual gross gaming revenue reaches MOP180.0 billion (equivalent to US$22.46 billion).
Food, beverage and other revenues (including complimentary food and beverage and entertainment services) for the year ended December 31, 2024 included food and beverage revenues of US$285.9 million and entertainment, retail and other revenues of US$157.1 million.
Food, beverage 134 Table of Contents and other revenues (including complimentary food and beverage and entertainment services) for the year ended December 31, 2024 included food and beverage revenues of US$285.9 million and entertainment, retail and other revenues of US$157.1 million.
The fee will increase to MOP2,500.00 (equivalent to approximately US$313) per square meter for years 4 to 10 of the concession, subject to consumer price index increase in years 5 to 10 of the concession.
The fee will increase to MOP2,500.00 (equivalent to US$312) per square meter for years 4 to 10 of the concession, subject to consumer price index increase in years 5 to 10 of the concession.
As Macau’s annual gross gaming revenue exceeded MOP180.0 billion (equivalent to approximately US$22.51 billion) in 2023, the Incremental Investment Trigger was triggered in 2023, thereby increasing our non-gaming investment by MOP2,003.0 million (equivalent to approximately US$250.5 million), with the overall investment amount increased to MOP13,826.7 million (equivalent to approximately US$1.73 billion) to be carried out by December 2032.
As Macau’s annual gross gaming revenue exceeded MOP180.0 billion (equivalent to approximately US$22.46 billion) in 2023, the Incremental Investment Trigger was triggered in 2023, thereby increasing our non-gaming investment by MOP2,003.0 million (equivalent to approximately US$249.9 million), with the overall investment amount increased to MOP13,826.7 million (equivalent to approximately US$1.73 billion) to be carried out by December 2032.
TREND INFORMATION The following trends and uncertainties may affect our operations and financial conditions: • Policies and campaigns implemented by the mainland China government, including restrictions on travel, anti-corruption campaigns, monitoring of cross-border currency movement and adoption of measures to eliminate perceived channels of illicit cross-border currency movements, restrictions on currency withdrawal, scrutiny of marketing activities in mainland China or measures taken by the mainland China government, including criminalization of certain conduct, to deter marketing of gaming activities to mainland China residents by foreign casinos, as well as any slowdown of economic growth in mainland China, may lead to a decline and limit the recovery and growth in the number of patrons visiting our properties and the spending amount of such patrons; • Policies and legislation implemented by the Macau government, including interpretations thereof, such as those relating to travel and visa policies; • The gaming and leisure market in Macau and the Philippines are developing and the competitive landscapes are expected to evolve as more gaming and non-gaming facilities are developed in the 146 Table of Contents regions where our properties are located.
TREND INFORMATION The following trends and uncertainties may affect our operations and financial conditions: • Policies, legislations and campaigns implemented by the PRC government, including restrictions on travel, anti-corruption campaigns, monitoring of cross-border currency movement and adoption of measures to eliminate perceived channels of illicit cross-border currency movements, restrictions on currency withdrawal, scrutiny of marketing activities in China or measures taken by the PRC government, including criminalization of certain conduct, to deter marketing of gaming activities to mainland China residents by foreign casinos, slowdown of economic growth in China, travel and visa policies, may lead to a decline and limit the recovery and growth in the number of patrons visiting our properties and the spending amount of such patrons; • The gaming and leisure market in Macau and the Philippines are developing and the competitive landscapes are expected to evolve as more gaming and non-gaming facilities are developed in the regions where our properties are located.
In the rolling chip market segment, customers purchase identifiable chips known as non-negotiable chips, or rolling chips, from the casino cage, and there is no deposit into a gaming table’s drop box for rolling 130 Table of Contents chips purchased from the cage. Rolling chip volume and mass market table games drop are not equivalent.
In the rolling chip market operations, customers purchase identifiable chips known as non-negotiable chips, or rolling chips, from the casino cage, and there is no deposit into a gaming table’s drop box for rolling chips purchased from the cage. Rolling chip volume and mass market table games drop are not equivalent.
The future cash flows are derived based on management historical experience and market condition which are consistent with our budget and strategic plan. For the impairment test of Mocha Clubs as a reporting unit, the rates used to discount the cash flow are 10.5% and 11.7% for the years ended December 31, 2024 and 2023 respectively.
The future cash flows are derived based on management historical experience and market condition which are consistent with our budget and strategic plan. For the impairment test of Mocha Clubs as a reporting unit, the rates used to discount the cash flow are 13.2% and 10.5% for the years ended December 31, 2025 and 2024 respectively.
For the years ended December 31, 2024, 2023 and 2022, operating revenues generated from our operations in Cyprus amounted to US$234.6 million, US$159.4 million and US$91.3 million, representing 5.1%, 4.2% and 6.8% of our total operating revenues, respectively.
For the years ended December 31, 2025, 2024 and 2023, operating revenues generated from our operations in Cyprus amounted to US$300.2 million, US$234.6 million and US$159.4 million, representing 5.8%, 5.1% and 4.2% of our total operating revenues, respectively.
Dividend payments of US$121.0 million were received from our Macau operating subsidiary in 2024, and no dividend payments were made to our shareholders in 2024, including holders of our ordinary shares with an address of record known to us to be in the United States (which includes all holders of our ADRs, which are traded on Nasdaq in the United States).
Dividend payments of US$20.0 million were received from our Macau operating subsidiary in 2025, and no dividend payments were made to our shareholders in 2025, including holders of our ordinary shares with an address of record known to us to be in the United States (which includes all holders of our ADSs, which are traded on Nasdaq in the United States).
As Macau’s annual gross gaming revenue exceeded MOP180.0 billion (equivalent to approximately US$22.51 billion) in 2023, the Incremental Investment Trigger was reached and, the non-gaming investment to be carried out was increased by MOP2,003.0 million (equivalent to approximately US$250.5 million) to MOP12.01 billion (equivalent to approximately US$1.50 billion), with the overall investment amount increased to MOP13,826.7 million (equivalent to approximately US$1.73 billion) to be carried out by December 2032.
As Macau’s annual gross gaming revenue exceeded MOP180.0 billion (equivalent to US$22.46 billion) in 2023, the Incremental Investment Trigger was reached and, the non-gaming investment to be carried out was increased by MOP2,003.0 million (equivalent to US$249.9 million) to MOP12.01 billion (equivalent to US$1.50 billion), with the overall investment amount increased to MOP13,826.7 million (equivalent to US$1.73 billion) to be carried out by December 2032.
Our total payments for capitalized construction costs and acquisition of property and equipment were US$261.9 million and US$257.0 million for the years ended December 31, 2024 and 2023, respectively. Such expenditures were mainly associated with our development projects, as well as enhancement of our integrated resort offerings.
Our total payments for capitalized construction costs and acquisition of property and equipment were US$323.1 million and US$261.9 million for the years ended December 31, 2025 and 2024, respectively. Such expenditures were mainly associated with our development projects, as well as enhancement of our integrated resort offerings.
Operating Results — Year Ended December 31, 2023 Compared to Year Ended December 31, 2022” of our annual report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 22, 2024. Adjusted Property EBITDA and Adjusted EBITDA Our Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) of the Company.
Operating Results — Year Ended December 31, 2024 Compared to Year Ended December 31, 2023” of our annual report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on March 21, 2025. Adjusted Property EBITDA and Adjusted EBITDA Our Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) of the Company.
Major currencies in which our cash and bank balances (including restricted cash) were held as of December 31, 2024 were the U.S. dollar, H.K. dollar, Euro, Philippine peso and Pataca.
Major currencies in which our cash and bank balances (including restricted cash) were held as of December 31, 2025 were the U.S. dollar, H.K. dollar, Euro, Philippine peso, Pataca and Sri Lanka rupee.
As of December 31, 2024, we held cash and cash equivalents and restricted cash (mainly being cash collateral for concession-related guarantees issued to the Macau Government and security under credit facilities) of US$1.15 billion and US$125.9 million, respectively.
As of December 31, 2025, we held cash and cash equivalents and restricted cash (mainly being cash collateral for concession-related guarantees issued to the Macau government and security under credit facilities) of US$1.02 billion and US$125.2 million, respectively.
Financing Activities Net cash used in financing activities of US$478.3 million for the year ended December 31, 2024 was primarily due to (i) the repayments of outstanding revolving credit facility under the 2020 Credit Facilities of US$994.2 million, (ii) repurchase of shares of US$112.3 million, (iii) settlement of the 2025 Studio City Notes Tender Offer (2024) of US$100.0 million, (iv) repurchase of 2025 Studio City Notes of US$75.3 million and (v) payments of financing costs of US$37.0 million, which were offset in part by (vi) the proceeds from the issuance of 2032 Senior Notes of US$750.0 million and (vii) the proceeds from the drawdown of the revolving credit facility under the 2020 Credit Facilities of US$100.3 million.
Net cash used in financing activities of US$478.3 million for the year ended December 31, 2024 was primarily due to (i) the repayments of aggregate principal amount outstanding of the MN1 2020 Revolving Facilities of US$994.2 million, (ii) repurchase of shares of US$112.3 million, (iii) settlement of the 2025 SCF Senior Notes Tender Offer (2024) in an aggregate principal amount of US$100.0 million, (iv) repurchase of 2025 SCF Senior Notes in an aggregate principal amount of US$75.3 million and (v) payments of financing costs of US$37.0 million, which were offset in part by (vi) the proceeds from the issuance of 2032 MRF Senior Notes of US$750.0 million and (vii) the proceeds from the drawdown of the MN1 2020 Revolving Facilities of US$100.3 million.
Key Performance Indicators (KPIs) We use the following KPIs to evaluate our casino operations, including table games and gaming machines: • Rolling chip volume: the amount of non-negotiable chips wagered and lost by the rolling chip market segment. • Rolling chip win rate: rolling chip table games win (calculated before discounts, commissions, non-discretionary incentives (including our point-loyalty programs) and allocating casino revenues related to goods and services provided to gaming patrons on a complimentary basis) as a percentage of rolling chip volume. • Mass market table games drop: the amount of table games drop in the mass market table games segment. • Mass market table games hold percentage: mass market table games win (calculated before discounts, commissions, non-discretionary incentives (including our point-loyalty programs) and allocating casino revenues related to goods and services provided to gaming patrons on a complimentary basis) as a percentage of mass market table games drop. • Table games win: the amount of wagers won net of wagers lost on gaming tables that is retained and recorded as casino revenues.
Key Performance Indicators (KPIs) We use the following KPIs to evaluate our casino operations, including table games and gaming machines: • Rolling chip volume: the amount of non-negotiable chips net buy in plus the amount of cash chips converted to non-negotiable chips. • Rolling chip win rate: rolling chip table games win (calculated before discounts, commissions, other incentives and allocating casino revenues related to goods and services provided to gaming patrons on a complimentary basis) as a percentage of rolling chip volume. • Mass market table games drop: the amount wagered in the mass market table games operation. • Mass market table games hold percentage: mass market table games win (calculated before discounts, commissions, other incentives and allocating casino revenues related to goods and services provided to gaming patrons on a complimentary basis) as a percentage of mass market table games drop. • Table games win: the amount of wagers won net of wagers lost on gaming tables that is retained and recorded as casino revenues.
On February 25, 2025, pursuant to the 2024 Amendment and Restatement under the 2020 Credit Facilities, an incremental facility of HK$387.5 million (equivalent to US$49.8 million) was established to increase the available commitments under the 2020 Credit Facilities from HK$14.85 billion (equivalent to US$1.91 billion) to HK$15.24 billion (equivalent to US$1.96 billion).
On February 25, 2025, pursuant to the MN1 2024 Amendment and Restatement under the MN1 2020 Revolving Facilities, an incremental facility of HK$387.5 million (equivalent to US$49.8 million) was established to increase the available commitments under the MN1 2020 Revolving Facilities from HK$14.85 billion (equivalent to US$1.91 billion) to HK$15.24 billion (equivalent to US$1.96 billion), subject to satisfaction of certain conditions precedent.
The year-over-year increase in Adjusted Property EBITDA was a result of improved performance in all gaming segments and non-gaming operations, led by the continued recovery in inbound tourism to Macau in 2024. The increase was partially offset by higher operating costs for the increase in business activities and an increase in staffing levels to enhance service quality and improve performance.
The year-over-year increase in Adjusted Property EBITDA was a result of improved performance in mass market operations, led by the continued recovery in inbound tourism to Macau in 2025. The increase was partially offset by higher operating costs for the increase in business activities and an increase in staffing levels to enhance service quality and improve performance.
For further details for our commitments and contingencies, see note 21 to the consolidated financial statements included elsewhere in this annual report. Our total long-term indebtedness and other contractual obligations as of December 31, 2024 are summarized below.
For further details for our commitments and contingencies, see note 20 to the consolidated financial statements included elsewhere in this annual report. 145 Table of Contents Our total long-term indebtedness and other contractual obligations as of December 31, 2025 are summarized below.
In addition, City of Dreams includes approximately 41 restaurants and bars, approximately 149 retail outlets, a wet stage performance theater, recreation and leisure facilities, including health and fitness clubs, swimming pools, spas and salons and banquet and meeting facilities.
In addition, City of Dreams includes 41 food and beverage outlets, approximately 110 retail outlets, a wet stage performance theater, recreation and leisure facilities, including health and fitness clubs, swimming pools, spas and salons and banquet and meeting facilities.
We currently operate and manage City of Dreams Mediterranean in Limassol and three satellite casinos in Nicosia, Ayia Napa and Paphos in Cyprus. In 2024, our facilities in Cyprus had an average of approximately 104 gaming tables and 893 gaming machines.
We currently operate and manage City of Dreams Mediterranean in Limassol and three satellite casinos in Nicosia, Ayia Napa and Paphos in Cyprus. In 2025, our facilities in Cyprus had an average of approximately 106 gaming tables and 890 gaming machines.
Table games win is calculated before discounts, commissions, non-discretionary incentives (including our point-loyalty programs) and allocating casino revenues related to goods and services provided to gaming patrons on a complimentary basis. • Gaming machine handle: the total amount wagered in gaming machines. • Gaming machine win rate: gaming machine win (calculated before non-discretionary incentives (including our point-loyalty programs) and allocating casino revenues related to goods and services provided to gaming patrons on a complimentary basis) expressed as a percentage of gaming machine handle.
Table games win is calculated before discounts, commissions, other incentives and allocating casino revenues related to goods and services provided to gaming patrons on a complimentary basis. • Gaming machine handle: the total amount wagered in gaming machines. • Gaming machine win rate: gaming machine win (calculated before other incentives and allocating casino revenues related to goods and services provided to gaming patrons on a complimentary basis) expressed as a percentage of gaming machine handle.
Net cash used in financing activities of US$1.13 billion for the year ended December 31, 2023 was primarily due to (i) the repayments of outstanding revolving credit facility under the 2020 Credit Facilities of US$2.10 billion, (ii) settlement of the 2025 Studio City Notes Tender Offer (2023) of US$97.5 million and (iii) repurchase of shares of US$169.8 million, which were offset in part by (iv) the proceeds from the drawdown of the revolving credit facility under the 2020 Credit Facilities of US$1.25 billion.
Net cash used in financing activities of US$1.13 billion for the year ended December 31, 2023 was primarily due to (i) the repayments of aggregate principal amount outstanding of the MN1 2020 Revolving Facilities of US$2.10 billion, (ii) settlement of the 2025 SCF Senior Notes Tender Offer (2023) in an aggregate principal amount of US$97.5 million and (iii) repurchase of shares of US$169.8 million, which were offset in part by (iv) the proceeds from the drawdown of the MN1 2020 Revolving Facilities of US$1.25 billion.
For the years ended December 31, 2024, 2023 and 2022, operating revenues generated from Studio City amounted to US$1,390.3 million, US$958.4 million and US$176.0 million, representing 30.0%, 25.4% and 13.0% of our total operating revenues, respectively.
For the years ended December 31, 2025, 2024 and 2023, operating revenues generated from Studio City amounted to US$1,478.4 million, US$1,390.3 million and US$958.4 million, representing 28.6%, 30.0% and 25.4% of our total operating revenues, respectively.
The SC ADSs are listed on the New York Stock Exchange, and we owned approximately 54.9% of SCI’s total issued and outstanding shares as of March 15, 2025. In 2024, Studio City had an average of approximately 251 gaming tables and 709 gaming machines.
The SC ADSs are listed on the New York Stock Exchange, and we owned approximately 54.9% of SCI’s total issued and outstanding shares as of March 6, 2026. In 2025, Studio City had an average of approximately 253 gaming tables and 775 gaming machines.
Non-operating expenses, net Net non-operating expenses consist of interest income, interest expense, net of amounts capitalized, other financing costs, foreign exchange (losses) gains, net, (loss) gain on extinguishment of debt and other non-operating income, net. 134 Table of Contents Interest income was US$15.8 million for the year ended December 31, 2024, as compared to US$23.3 million for the year ended December 31, 2023.
Non-operating expenses, net Net non-operating expenses consist of interest income, interest expense, net of amounts capitalized, other financing costs, foreign exchange gains (losses), net, loss on extinguishment of debt and other non-operating income, net. Interest income was US$8.5 million for the year ended December 31, 2025, as compared to US$15.8 million for the year ended December 31, 2024.
For the years ended December 31, 2024, 2023 and 2022, operating revenues generated from Mocha and Other amounted to US$122.6 million, US$117.7 million and US$76.4 million, representing 2.6%, 3.1% and 5.7% of our total operating revenues, respectively. Philippines City of Dreams Manila In 2024, City of Dreams Manila had an average of approximately 2,278 gaming machines and 267 gaming tables.
For the years ended December 31, 2025, 2024 and 2023, operating revenues generated from Mocha and Other amounted to US$107.1 million, US$122.6 million and US$117.7 million, representing 2.1%, 2.6% and 3.1% of our total operating revenues, respectively. City of Dreams Manila In 2025, City of Dreams Manila had an average of approximately 2,265 gaming machines and 265 gaming tables.
For the years ended December 31, 2024, 2023 and 2022, operating revenues generated from City of Dreams Manila amounted to US$472.3 million, US$495.1 million and US$396.4 million, representing 10.2%, 13.1% and 29.4% of our total operating revenues, respectively.
For the years ended December 31, 2025, 2024 and 2023, operating revenues generated from City of Dreams Manila amounted to US$411.1 million, US$472.3 million and US$495.1 million, representing 8.0%, 10.2% and 13.1% of our total operating revenues, respectively.
Rooms. Room expenses, which represent the costs of operating the hotel facilities were US$127.9 million and US$87.6 million for the years ended December 31, 2024 and 2023, respectively.
Rooms. Room expenses, which represent the costs of operating the hotel facilities were US$148.4 million and US$127.9 million for the years ended December 31, 2025 and 2024, respectively.
See also “Item 4. Information on the Company — B. Business Overview — Tax” 143 Table of Contents and “Item 8. Financial Information — A.
See also “Item 4. Information on the Company — B. Business Overview — Tax” and “Item 8. Financial Information — A.
Year Ended December 31, 2024 2023 2022 (in thousands of US$) Net cash provided by (used in) operating activities $ 626,656 $ 622,690 $ (619,434 ) Net cash used in investing activities (300,807 ) (48,513 ) (806,107 ) Net cash (used in) provided by financing activities (478,349 ) (1,129,124 ) 1,783,285 Effect of exchange rate on cash, cash equivalents and restricted cash (10,264 ) 2,326 (22,602 ) (Decrease) increase in cash, cash equivalents and restricted cash (162,764 ) (552,621 ) 335,142 Cash, cash equivalents and restricted cash at beginning of year 1,435,836 1,988,457 1,653,315 Cash, cash equivalents and restricted cash at end of year $ 1,273,072 $ 1,435,836 $ 1,988,457 Operating Activities Operating cash flows are generally affected by changes in operating income and accounts receivable with VIP table games play and hotel operations conducted on a cash and credit basis and the remainder of the business including mass market table games play, gaming machine play, food and beverage, and entertainment are conducted primarily on a cash basis.
Year Ended December 31, 2025 2024 2023 (in thousands of US$) Net cash provided by operating activities $ 818,115 $ 626,656 $ 622,690 Net cash used in investing activities (341,775 ) (300,807 ) (48,513 ) Net cash used in financing activities (603,117 ) (478,349 ) (1,129,124 ) Effect of exchange rate on cash, cash equivalents and restricted cash 2,139 (10,264 ) 2,326 Decrease in cash, cash equivalents and restricted cash (124,638 ) (162,764 ) (552,621 ) Cash, cash equivalents and restricted cash at beginning of year 1,273,072 1,435,836 1,988,457 Cash, cash equivalents and restricted cash at end of year $ 1,148,434 $ 1,273,072 $ 1,435,836 Operating Activities Operating cash flows are generally affected by changes in operating income and accounts receivable with VIP table games play and hotel operations conducted on a cash and credit basis and the remainder of the business including mass market table games play, gaming machine play, food and beverage, and entertainment are conducted primarily on a cash basis.
Net income/loss attributable to Melco Resorts & Entertainment Limited As a result of the foregoing, we had net income attributable to Melco Resorts & Entertainment Limited of US$43.5 million for the year ended December 31, 2024, compared to net loss attributable to Melco Resorts & Entertainment Limited of US$326.9 million for the year ended December 31, 2023.
Net income attributable to Melco Resorts & Entertainment Limited As a result of the foregoing, we had net income attributable to Melco Resorts & Entertainment Limited of US$185.0 million for the year ended December 31, 2025, compared to US$43.5 million for the year ended December 31, 2024.
Exchange Controls.” As of December 31, 2024, we had capital commitments mainly for the construction and acquisition of property and equipment for Studio City, City of Dreams and Sri Lanka Casino totaling US$101.9 million. In addition, we have contingent liabilities arising in the ordinary course of business.
Exchange Controls.” As of December 31, 2025, we had capital commitments mainly for the construction and acquisition of property and equipment for Studio City and City of Dreams totaling US$88.4 million. In addition, we have contingent liabilities arising in the ordinary course of business.
As of December 31, 2024, the total investment in gaming and non-gaming related projects carried out was in the aggregate amount of MOP3,341.5 million (equivalent to approximately US$417.9 million). Cash from financings and operations is primarily retained by our operating subsidiaries for the purposes of funding our operating activities, capital expenditures and investing activities.
As of December 31, 2025, the total investment in gaming and non-gaming related projects carried out was in the aggregate amount of MOP5,724.2 million (equivalent to approximately US$714.2 million). Cash from financings and operations is primarily retained by our operating subsidiaries for the purposes of funding our operating activities, capital expenditures and investing activities.
MCO Nominee One paid a customary fee to all consenting lenders in relation to such consent and such consent has become effective upon receipt of the consent fee by the facility agent. • On December 16, 2022, the maturity date of the 2015 Credit Facilities was extended to June 24, 2024 pursuant to an extension request letter. • During the year ended December 31, 2022, MCO Nominee One drew down US$820.0 million and HK$5.31 billion (equivalent to US$679.8 million) in aggregate on a net basis under the 2020 Credit Facilities. • On January 1, 2023, we recognized an intangible asset and financial liability of US$239.6 million, representing the right to use and operate the gaming and gaming support areas comprising the Altira casino, City of Dreams Casino and Studio City Casino, and related gaming equipment and utensils, the right to conduct games of fortunes and chance in Macau and the unconditional obligation to make payments under the Concession Contract. • In March 2023, we repurchased 40,373,076 ordinary shares from Melco Leisure for an aggregate purchase price of approximately US$169.8 million. • On April 6, 2023, we opened an indoor water park and the Epic Tower, at Studio City Phase 2. • On June 28, 2023, we recognized an intangible asset of US$73.9 million and financial liability of US$73.1 million representing the right under the Cyprus License and the unconditional obligation to pay a minimum annual license fee for City of Dreams Mediterranean and an aggregate annual license fee for three operating satellite casinos during the term of the Cyprus License from June 28, 2023. • On July 10, 2023, City of Dreams Mediterranean officially opened to the public, after a soft opening in June. • On September 8, 2023, we opened W Macau at Studio City Phase 2. • On November 28, 2023, Studio City Finance settled the 2025 Studio City Notes Tender Offer (2023) for the aggregate principal amount of US$100.0 million of the 2025 Studio City Notes. • During the year ended December 31, 2023, MCO Nominee One repaid US$820.0 million and HK$206.0 million (equivalent to US$29.6 million) in aggregate on a net basis along with accrued interest under the 2020 Credit Facilities. • On March 27, 2024, the Sri Lanka Ministry of Finance, Economic Stabilization & National Policies granted the Sri Lanka License to our subsidiary, Bluehaven Services to operate a casino business (“Sri Lanka Casino”) for a term of 20 years effective from April 1, 2024 in an integrated resort under development at that time by Waterfront Properties, a subsidiary of John Keells, an independent third party, in Colombo, Sri Lanka which will be rebranded as City of Dreams Sri Lanka.
Therefore, our results of operations and financial position for the years presented may not be fully comparable. • On January 1, 2023, we recognized an intangible asset and financial liability of US$239.6 million, representing the right to use and operate the gaming and gaming support areas comprising the Altira Casino, City of Dreams Casino and Studio City Casino, and related gaming equipment and utensils, the right to conduct games of fortunes and chance in Macau and the unconditional obligation to make payments under the Concession Contract. • In March 2023, we repurchased 40,373,076 ordinary shares from Melco Leisure for an aggregate purchase price of approximately US$169.8 million. • On April 6, 2023, we opened an indoor water park and the Epic Tower, at Studio City Phase 2. • On June 28, 2023, we recognized an intangible asset of US$73.9 million and financial liability of US$73.1 million representing the right under the Cyprus License and the unconditional obligation to pay a minimum annual license fee for City of Dreams Mediterranean and an aggregate annual license fee for three operating satellite casinos during the term of the Cyprus License from June 28, 2023. • On July 10, 2023, City of Dreams Mediterranean officially opened to the public, after a soft opening in June. • On September 8, 2023, we opened W Macau at Studio City Phase 2. • On November 28, 2023, Studio City Finance settled the 2025 SCF Senior Notes Tender Offer (2023) for the aggregate principal amount of US$100.0 million of the 2025 SCF Senior Notes. • During the year ended December 31, 2023, MCO Nominee One repaid US$820.0 million and HK$206.0 million (equivalent to US$29.6 million) in aggregate principal amount on a net basis along with accrued interest under the MN1 2020 Revolving Facilities. • On March 27, 2024, the Sri Lanka Ministry of Finance, Economic Stabilization & National Policies granted the Sri Lanka License to our subsidiary, Bluehaven Services to operate a casino business for a term of 20 years effective from April 1, 2024 in an integrated resort under development at that time by Waterfront Properties, a subsidiary of John Keells, an independent third party, in Colombo, Sri Lanka which has been rebranded as City of Dreams Sri Lanka.
As of December 31, 2024, the total investment in gaming and non-gaming related projects carried out was in the aggregate amount of MOP3,341.5 million (equivalent to US$417.9 million). We have not entered into any material financial guarantees or other commitments to guarantee the payment obligations of any third parties.
As of December 31, 2025, the total investment in gaming and non-gaming related projects carried out was in the aggregate amount of MOP5,724.2 million (equivalent to US$714.2 million). We have not entered into any material financial guarantees or other commitments to guarantee the payment obligations of any third parties.
For the year ended 135 Table of Contents December 31, 2024, such net loss represented the share of Studio City’s expenses of US$51.2 million, City of Dreams Mediterranean and Other’s expenses of US$20.6 million, partially offset by City of Dreams Manila’s income of US$0.3 million attributable to the respective minority shareholders.
For the year ended December 31, 2025, such net loss represented the share of Studio City’s expenses of US$32.6 million, City of Dreams Mediterranean and Other’s expenses of US$7.2 million, partially offset by City of Dreams Manila’s income of US$0.2 million attributable to the respective minority shareholders.
As of December 31, 2024 and 2023, we recorded valuation 149 Table of Contents allowances of US$477.8 million and US$374.6 million, respectively, as management believes it is more likely than not that these deferred tax assets will not be realized.
As of December 31, 2025 and 2024, we recorded valuation allowances of US$472.5 million and US$477.8 million, respectively, as management believes it is more likely than not that these deferred tax assets will not be realized.
Net loss attributable to noncontrolling interests Our net loss attributable to noncontrolling interests was US$71.5 million for the year ended December 31, 2024, compared to US$88.4 million for the year ended December 31, 2023.
Net loss attributable to noncontrolling interests Our net loss attributable to noncontrolling interests was US$39.6 million for the year ended December 31, 2025, compared to US$71.5 million for the year ended December 31, 2024.
As of December 31, 2024 and 2023, the Company’s allowances for casino credit losses were 48.2% and 64.4% of gross casino accounts receivable, respectively. As of December 31, 2024, a 100 basis-point change in the estimated allowances for credit losses as a percentage of casino receivables would change the allowances for credit losses by approximately US$2.7 million.
As of December 31, 2025 and 2024, a 100 basis-point change in the estimated allowances for credit losses as a percentage of casino receivables would change the allowances for credit losses by approximately US$2.4 million and US$2.7 million respectively.
Depreciation and amortization expenses slightly increased by US$0.9 million, or 0.2%, to US$521.6 million for the year ended December 31, 2024 from US$520.7 million for the year ended December 31, 2023.
Depreciation and amortization expenses slightly increased by US$2.0 million, or 0.4%, to US$523.6 million for the year ended December 31, 2025 from US$521.6 million for the year ended December 31, 2024.
Development costs were US$5.4 million and US$1.2 million for the years ended December 31, 2024 and 2023, respectively, which predominantly related to marketing and promotion costs as well as professional and consultancy fees for corporate business development. Amortization of land use rights.
Development costs were US$7.6 million and US$5.4 million for the years ended December 31, 2025 and 2024, respectively, which predominantly related to travel and entertainment costs as well as professional and consultancy fees for corporate business development. Amortization of land use rights.
Property and Equipment As of December 31, 2024 and 2023, we had net property and equipment of US$5.27 billion and US$5.53 billion, representing 66.0% and 66.4% of our total assets respectively. Property and equipment are 147 Table of Contents stated at cost, net of accumulated depreciation and amortization, and accumulated impairment, if any.
Property and Equipment As of December 31, 2025 and 2024, we had net property and equipment of US$5.16 billion and US$5.27 billion, representing 67.9% and 66.0% of our total assets respectively. Property and equipment are stated at cost, net of accumulated depreciation and amortization, and accumulated impairment, if any.
Summary of Financial Results For the year ended December 31, 2024, our total operating revenues were US$4.64 billion, an increase of 22.9% from US$3.78 billion for the year ended December 31, 2023.
Summary of Financial Results For the year ended December 31, 2025, our total operating revenues were US$5.16 billion, an increase of 11.3% from US$4.64 billion for the year ended December 31, 2024.
Interest expense was US$486.7 million (net of amounts capitalized of US$0.3 million) for the year ended December 31, 2024, compared to US$492.4 million (net of amounts capitalized of US$25.9 million) for the year ended December 31, 2023.
Interest expense was US$464.9 million (net of amounts capitalized of US$1.2 million) for the year ended December 31, 2025, compared to US$486.7 million (net of amounts capitalized of US$0.3 million) for the year ended December 31, 2024.
We have entered into license or hotel management agreements with the following entities or groups: • Hyatt group in relation to the use of various trademarks owned by Hyatt group for the branding of the Grand Hyatt hotel at City of Dreams; • Nobu Hospitality LLC in relation to the use of certain trademarks and intellectual property rights owned by Nobu in connection with its development, operation and management of the Nobu hotel and restaurant at City of Dreams Manila; • Hyatt International Corporation and Melco Resorts Leisure, under which various trademarks owned by Hyatt are licensed to Melco Resorts Leisure for its operation of a hotel at City of Dreams Manila; • DreamWorks Animation and Melco Resorts Leisure, under which various trademarks and other intellectual property rights owned by DreamWorks Animation are licensed to Melco Resorts Leisure for its operation of DreamPlay by DreamWorks, a family entertainment center at City of Dreams Manila; and • Marriott International group in relation to the use of its various trademarks for the operation of a W-branded hotel by the Marriot International group at Studio City.
We have entered into license or hotel management agreements with the following entities or groups: • Hyatt group in relation to the use of various trademarks owned by Hyatt group for the branding of the Grand Hyatt hotel at City of Dreams; 147 Table of Contents • Nobu Hospitality LLC in relation to the use of certain trademarks and intellectual property rights owned by Nobu in connection with its development, operation and management of the Nobu hotel and restaurant at City of Dreams Manila; • Hyatt International Corporation and Melco Resorts Leisure, under which various trademarks owned by Hyatt are licensed to Melco Resorts Leisure for its operation of a hotel at City of Dreams Manila; • DreamWorks Animation and Melco Resorts Leisure, under which various trademarks and other intellectual property rights owned by DreamWorks Animation are licensed to Melco Resorts Leisure for its operation of DreamPlay by DreamWorks, a family entertainment center at City of Dreams Manila; • Marriott International group in relation to the use of its various trademarks for the operation of a W-branded hotel by the Marriot International group at Studio City; • Waterfront Properties in relation to the management by MCO Europe Holdings Three (NL) B.V. of the top five floors of City of Dreams Sri Lanka under our Nüwa brand; and • Waterfront Properties in relation to the licensing of our brand “City of Dreams Sri Lanka” for City of Dreams Sri Lanka.
Nüwa, which was under renovation since early 2020 and re-opened at the end of March 2021, offers approximately 286 guest rooms, suites and villas, and the Grand Hyatt Macau hotel offers approximately 763 guest rooms and suites. The Countdown is currently undergoing renovations as part of its rebranding.
Morpheus offers approximately 783 rooms, suites and villas. Nüwa, which was under renovation since early 2020 and re-opened at the end of March 2021, offers approximately 286 guest rooms, suites and villas, and the Grand Hyatt Macau hotel offers approximately 763 guest rooms and suites.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

82 edited+16 added−22 removed78 unchanged
Our compensation committee may, from time to time, select from among all eligible individuals, those to whom awards shall be granted and shall determine the nature and amount of each award. Option Periods and Payments .
Our compensation committee may, from time to time, select from among all eligible individuals, those to whom awards shall be granted and shall determine the nature and amount of each award. Option Periods and Payments .
If the participant ceases to be eligible for any reason, the validity of the award shall depend on the terms and conditions of the award agreement.
If the participant ceases to be eligible for any reason, the validity of the award shall depend on the terms and conditions of the award agreement.
An option will lapse automatically and may not be exercised upon the first to occur of the following events: (a) ten years from the date of the grant, unless an earlier time is set out in the award agreement; (b) three months after termination of service, subject to certain exceptions; (c) one year after the date of termination of service on account of disability or death; (d) the date on which the participant ceases to be eligible by reason of termination of relationship with us and/or any of our subsidiaries on grounds that such participant has been guilty of serious misconduct or convicted of any criminal offense involving integrity or honesty; and (e) date on which our compensation committee cancels the option.
An option will lapse automatically and may not be exercised upon the first to occur of the following events: (a) ten years from the date of the grant, unless an earlier time is set out in the award agreement; (b) three months after termination of service, subject to certain exceptions; (c) one year after the date of termination of service on account of disability or death; (d) the date on which the participant ceases to be eligible by reason of termination of relationship with us and/or any of our subsidiaries on grounds that such participant has been guilty of serious misconduct or convicted of any criminal offense involving integrity or honesty; and (e) date on which our compensation committee cancels the option.
If the award is neither assumed nor replaced, it shall become fully vested and exercisable and released from any repurchase or forfeiture rights immediately prior to the effective date of such corporate transaction, provided that the participant remains eligible on the effective date of the corporate transaction. Amendment and Termination.
If the award is neither assumed nor replaced, it shall become fully vested and exercisable and released from any repurchase or forfeiture rights immediately prior to the effective date of such corporate transaction, provided that the participant remains eligible on the effective date of the corporate transaction. Amendment and Termination.
The duties of the committee include: • reviewing and recommending to our board for approval, the appointment, re-appointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor and after considering a tendering process for the appointment of the independent auditor every five years; • approving the remuneration and terms of engagement of the independent auditor, and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors; • at least annually, obtaining a written report from our independent auditor describing matters relating to its independence and quality control procedures; • discussing with our independent auditor and our management, among other things, the audits of the financial statements, including whether any material information brought to their attention should be disclosed, issues regarding accounting and auditing principles and practices and the management’s internal control report; • reviewing and recommending the financial statements for inclusion within our quarterly earnings releases and to our board for inclusion in our annual reports; • approving all material related party transactions brought to its attention, without further approval of our board; • establishing and overseeing procedures for the handling of complaints and whistleblowing; • approving the internal audit charter and annual audit plans, and undertaking an annual performance evaluation of the internal audit function; • assessing Chief Risk Officer and senior management’s policies and procedures to identify, accept, mitigate, allocate or otherwise manage various types of risks that may materially impact the Company’s business, strategy, operation, financials and reputation, including without limitation, legal, compliance and operational risks and other evolving risks such as cybersecurity threats, and making recommendations with respect to our risk management process for the board’s approval; • reviewing our financial controls, internal control and risk management systems, and discussing with our management the system of internal control and ensuring that our management has discharged its duty to have an effective internal control system including the adequacy of resources, the qualifications and experience of our accounting and financial staff, and their training programs and budget; • together with our board, evaluating the performance of the audit and risk committee on an annual basis; • assessing the adequacy of its charter; and • co-operating with the other board committees in any areas of overlapping responsibilities.
The duties of the committee include: • reviewing and recommending to our board for approval, the appointment, re-appointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor and after considering a tendering process for the appointment of the independent auditor every five years; • approving the remuneration and terms of engagement of the independent auditor, and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors; • at least annually, obtaining a written report from our independent auditor describing matters relating to its independence and quality control procedures; • discussing with our independent auditor and our management, among other things, the audits of the financial statements, including whether any material information brought to their attention should be disclosed, issues regarding accounting and auditing principles and practices and the management’s internal control report; • reviewing and recommending the financial statements for inclusion within our quarterly earnings releases and to our board for inclusion in our annual reports; • approving all material related party transactions brought to its attention, without further approval of our board; 160 Table of Contents • establishing and overseeing procedures for the handling of complaints and whistleblowing; • approving the internal audit charter and annual audit plans, and undertaking an annual performance evaluation of the internal audit function; • assessing Chief Risk Officer and senior management’s policies and procedures to identify, accept, mitigate, allocate or otherwise manage various types of risks that may materially impact the Company’s business, strategy, operation, financials and reputation, including without limitation, legal, compliance and operational risks and other evolving risks such as cybersecurity threats, and making recommendations with respect to our risk management process for the board’s approval; • reviewing our financial controls, internal control and risk management systems, and discussing with our management the system of internal control and ensuring that our management has discharged its duty to have an effective internal control system including the adequacy of resources, the qualifications and experience of our accounting and financial staff, and their training programs and budget; • together with our board, evaluating the performance of the audit and risk committee on an annual basis; • assessing the adequacy of its charter; and • co-operating with the other board committees in any areas of overlapping responsibilities.
Ho was awarded the Medal of Merit-Tourism by the Macau SAR government for his significant contributions to tourism in the territory. In recognition of Mr. Ho’s directorship and entrepreneurial spirit, he was granted the Business Awards of Macau’s “Leadership Gold Award” in 2015 and honored with “Outstanding Individual Award” at the Industry Community Awards in 2020. Mr.
In 2017, Mr. Ho was awarded the Medal of Merit-Tourism by the Macau SAR government for his significant contributions to tourism in the territory. In recognition of Mr. Ho’s directorship and entrepreneurial spirit, he was granted the Business Awards of Macau’s “Leadership Gold Award” in 2015 and honored with “Outstanding Individual Award” at the Industry Community Awards in 2020. Mr.
Lawrence Ho, who participates in his capacity as our chief executive officer, Mr. Evan Winkler, who participates in his capacity as our president, and Mr. Clarence Chung, who participates his capacity as the president of MRP, are excluded from this plan. The discretionary annual bonus plan is administered at the sole discretion of our Company and our compensation committee.
Lawrence Ho, who participates in his capacity as our chief executive officer, Mr. Evan Winkler, who participates in his capacity as our president, and Mr. Clarence Chung, who participates his capacity as the president of MRP, are excluded from this plan. The discretionary annual bonus plan is administered at the sole discretion of our Company and our Board’s compensation committee.
The duties of the committee include: • overseeing the development and implementation of executive compensation programs in consultation with our management; • at least annually, making recommendations to our board for approval with respect to the compensation arrangements for our directors, and approving compensation arrangements for our chief executive officer and other executives; • at least annually, reviewing and approving our incentive compensation plans and equity grant, if any, under our share incentive plans, and overseeing the administration of these plans and discharging any responsibilities imposed on the compensation committee by any of these plans; • reviewing and approving the compensation payable to our executive directors and executives in connection with any loss or termination of their office or appointment; • reviewing and approving any benefits in kind received by any director or executives where such benefits are not provided for under the relevant employment terms; • reviewing executive officer and director indemnification and insurance matters; • overseeing our regulatory compliance with respect to compensation matters, including our policies and restrictions on compensation plans and loans to officers and directors; • together with the board, evaluating the performance of the compensation committee on an annual basis; • at such time as it deems appropriate, reviewing and making recommendations to the Board with respect to the adoption of any share incentive plans and/or modifications to the terms thereof and carrying out of the committee’s duties and responsibilities as set forth in such share incentive plans; • assessing the adequacy of its charter; and • co-operating with the other board committees in any areas of overlapping responsibilities.
The duties of the committee include: • overseeing the development and implementation of executive compensation programs in consultation with our management; • at least annually, making recommendations to our board for approval with respect to the compensation arrangements for our directors, and approving compensation arrangements for our chief executive officer and other executives; • at least annually, reviewing and approving our incentive compensation plans and equity grant, if any, under our share incentive plans, and overseeing the administration of these plans and discharging any responsibilities imposed on the compensation committee by any of these plans; • reviewing and approving the compensation payable to our executive directors and executives in connection with any loss or termination of their office or appointment; • reviewing and approving any benefits in kind received by any director or executives where such benefits are not provided for under the relevant employment terms; • reviewing executive officer and director indemnification and insurance matters; • overseeing our regulatory compliance with respect to compensation matters, including our policies and restrictions on compensation plans and loans to officers and directors; 161 Table of Contents • together with the board, evaluating the performance of the compensation committee on an annual basis; • at such time as it deems appropriate, reviewing and making recommendations to the Board with respect to the adoption of any share incentive plans and/or modifications to the terms thereof and carrying out of the committee’s duties and responsibilities as set forth in such share incentive plans; • assessing the adequacy of its charter; and • co-operating with the other board committees in any areas of overlapping responsibilities.
Wu is also the honorary president of the Hong Kong Ice Hockey Association (the national sports association of ice hockey in Hong Kong), vice-chairman of Chinese Ice Hockey Association, honorary president of Macau Ice Sports Federation and honorary chairman of Ice Hockey Association of Taipei Municipal Athletics Federation. Mr.
Wu is also the honorary president of the Hong Kong, China Ice Hockey Association (the national sports association of ice hockey in Hong Kong), vice-chairman of Chinese Ice Hockey Association, honorary president of Macau Ice Sports Federation and honorary chairman of Ice Hockey Association of Taipei Municipal Athletics Federation. Mr.
The purpose of the committee is to assist our board in overseeing and monitoring: • the audits of the financial statements of our Company; • the qualifications and independence of our independent auditors; • the performance of our independent auditors; • the accounting and financial reporting processes of our Company and the integrity of our systems of internal accounting and financial controls; • legal and regulatory issues relating to the financial statements of our Company, including oversight of the independent auditor, review of the financial statements and related material, internal audit process and the procedure for receiving complaints regarding accounting, internal accounting controls, auditing or other related matters; • the disclosure, in accordance with our relevant policies, of any material information regarding the quality or integrity of our financial statements, which is brought to its attention by our disclosure committee; 158 Table of Contents • the integrity and effectiveness of our internal audit function; and • the Company’s risk management policies, procedures and practices.
The purpose of the committee is to assist our board in overseeing and monitoring: • the audits of the financial statements of our Company; • the qualifications and independence of our independent auditors; • the performance of our independent auditors; • the accounting and financial reporting processes of our Company and the integrity of our systems of internal accounting and financial controls; • legal and regulatory issues relating to the financial statements of our Company, including oversight of the independent auditor, review of the financial statements and related material, internal audit process and the procedure for receiving complaints regarding accounting, internal accounting controls, auditing or other related matters; • the disclosure, in accordance with our relevant policies, of any material information regarding the quality or integrity of our financial statements, which is brought to its attention by our disclosure committee; • the integrity and effectiveness of our internal audit function; and • our Company’s risk management policies, procedures and practices.
Lawrence Ho is taken to have interest in these shares as a result of his interest in approximately 61.44% of the total issued shares of Melco International by virtue of the Securities and Futures Ordinance (Chapter 571, the Laws of Hong Kong). Please see “Item 7. Major Shareholders and Related Party Transactions” for more details.
Lawrence Ho is taken to have interest in these shares as a result of his interest in approximately 61.37% of the total issued shares of Melco International by virtue of the Securities and Futures Ordinance (Chapter 571, the Laws of Hong Kong). Please see “Item 7. Major Shareholders and Related Party Transactions” for more details.
Tsui is also an independent non-executive director of a number of companies listed on the HKSE and Nasdaq, including COSCO Shipping International (Hong Kong) Co., Ltd. since 2004, Pacific Online Limited since 2007, ATA Creativity Global since 2008, Hua Medicine since September 2018, Brii Biosciences Limited since July 2021, Summit Ascent Holdings Limited from March 2011 to September 2018, Kangda International Environmental Company Limited from July 2014 to April 2019 and DTXS Silk Road Investment Holdings Company Limited from December 2015 to May 2020.
Tsui is also an independent non-executive director of a number of companies listed on the HKSE and Nasdaq, including COSCO Shipping International (Hong Kong) Co., Ltd. since 2004, Pacific Online Limited since 2007, Hua Medicine since September 2018, Brii Biosciences Limited since July 2021, Summit Ascent Holdings Limited from March 2011 to September 2018, Kangda International Environmental Company Limited from July 2014 to April 2019, DTXS Silk Road Investment Holdings Company Limited from December 2015 to May 2020 and ATA Creativity Global from January 2008 to February 2026.
Bonus Plan We offer our management employees, including senior executive officers, the ability to participate in our Company’s discretionary annual bonus plan. As part of this plan, employees may receive compensation in addition to their base salary upon satisfactory achievement of certain financial, strategic and individual objectives. Directors, other than Mr.
Bonus Plan We offer our management colleagues, including senior executive officers, the ability to participate in our Company’s discretionary annual bonus plan. As part of this plan, colleagues may receive compensation in addition to their base salary upon satisfactory achievement of certain strategic, financial and individual objectives. Directors, other than Mr.
Evan Andrew Winkler, a board member and President of the Company, is responsible for the Company’s day-to-day operational matters globally and the Company’s operational departments, property presidents and other business unit leaders report directly to Mr. Winkler while our executive officers and a few other senior executives, together with Mr. Winkler himself, report directly to Mr. Ho. B.
Evan Andrew Winkler, a board member and President of the Company, is responsible for the Company’s day-to-day operational matters globally and the Company’s operational departments, property presidents and other business unit leaders report directly to Mr. Winkler while our executive officers and a few other senior executives, together with Mr. Winkler himself, report directly to Mr.
As of December 31, 2024, we have granted (i) share options to subscribe for a total of 44,115,885 shares and (ii) restricted shares in respect of a total of 37,042,344 shares pursuant to the 2011 Share Incentive Plan. The following paragraphs describe the principal terms included in the 2011 Share Incentive Plan. Types of Awards .
As of December 31, 2025, we have granted (i) share options to subscribe for a total of 44,115,885 shares and (ii) restricted shares in respect of a total of 37,042,344 shares pursuant to the 2011 Share Incentive Plan. The following paragraphs describe the principal terms included in the 2011 Share Incentive Plan. Types of Awards .
The following table sets forth the number of employees categorized by the areas of operations and as a percentage of our workforce as of December 31, 2024, 2023 and 2022. Staff remuneration packages are determined taking into account market conditions and the performance of the individuals, and are subject to review from time to time.
The following table sets forth the number of employees categorized by the areas of operations and as a percentage of our workforce as of December 31, 2025, 2024 and 2023. Staff remuneration packages are determined taking into account market conditions and the performance of the individuals, and are subject to review from time to time.
As of December 31, 2024, a total of 6,084,312 restricted shares had been granted to employees under the program, out of which 5,798,826 restricted shares had become vested. Share Incentive Plans We have previously adopted the 2006 Share Incentive Plan, the 2011 Share Incentive Plan, the 2021 Share Incentive Plan and the MRP Share Incentive Plan.
As of December 31, 2025, a total of 6,084,312 restricted shares had been granted to employees under the program, out of which 5,798,826 restricted shares had become vested. Share Incentive Plans We have previously adopted the 2006 Share Incentive Plan, the 2011 Share Incentive Plan, the 2021 Share Incentive Plan and the MRP Share Incentive Plan.
Wu was a council member of The Hong Kong Polytechnic University and the Hong Kong Baptist University, a member of the Court of The Hong Kong University of Science and Technology, a board member of the Asian Youth Orchestra, a member of the standing committee on Disciplined Services Salaries and Conditions of Service, a member of the Hong Kong Tourism 153 Table of Contents Board of the HKSARG, a board member of The Airport Authority Hong Kong of the HKSARG, a member of the Energy Advisory Committee of the Environment Bureau of the HKSARG and a member of the Committee on Real Estate Investment Trusts of Securities and Futures Commission.
Wu was a council member of The Hong Kong Polytechnic University and the Hong Kong Baptist University, a member of the Court of The Hong Kong University of Science and Technology, a board member of the Asian Youth Orchestra, a member of the standing committee on Disciplined Services Salaries and Conditions of Service, a member of the Hong Kong Tourism Board of the HKSARG, a board member of The Airport Authority Hong Kong of the HKSARG, a member of the Energy Advisory Committee of the Environment Bureau of the HKSARG and a member of the Committee on Real Estate Investment Trusts of Securities and Futures Commission.
The functions and powers of our board include, among others: • convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; • declaring dividends and distributions; • appointing officers and determining the term of office of officers; • exercising the borrowing powers of our Company and mortgaging the property of our Company; and 157 Table of Contents • approving the transfer of shares of our Company, including the registering of such shares in our share register.
The functions and powers of our board include, among others: • convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; • declaring dividends and distributions; • appointing officers and determining the term of office of officers; • exercising the borrowing powers of our Company and mortgaging the property of our Company; and • approving the transfer of shares of our Company, including the registering of such shares in our share register.
Our compensation committee may in its discretion determine, subject to the plan expiration period, the period within which shares must be taken up under an option; the minimum period, if any, for which an option must be held before it can be exercised; and the amount, if any, payable on application or acceptance of the option. 166 Table of Contents Plan Administration .
Our compensation committee may in its discretion determine, subject to the plan expiration period, the period within which shares must be taken up under an option; the minimum period, if any, for which an option must be held before it can be exercised; and the amount, if any, payable on application or acceptance of the option. Plan Administration .
(2) Represents 687,360,906 ordinary shares which may be deemed to be beneficially owned by Melco Leisure, a company wholly owned by Melco International, a Hong Kong company listed on the HKSE. Mr.
(2) Includes 687,360,906 ordinary shares which may be deemed to be beneficially owned by Melco Leisure, a company wholly owned by Melco International, a Hong Kong company listed on the HKSE. Mr.
Ho graduated with a Bachelor of Arts degree in commerce from the University of Toronto, Canada, in June 1999 and was awarded the Honorary Doctor of Business Administration degree by Edinburgh Napier University, Scotland, in July 2009 for his contribution to business, education and the community in Hong Kong, Macau and China. Mr.
Ho graduated with a Bachelor of Arts degree in commerce from the University of Toronto, Canada, in June 1999 and was awarded the Honorary Doctor of Business Administration degree by Edinburgh Napier University, Scotland, in July 2009 for his contribution to business, education and the community in China. Mr.
A limited labor supply, increased competition and any increase in demands from our employees could cause labor costs to increase.” 162 Table of Contents We have implemented a number of employee attraction and retention initiatives over recent years for the benefit of our employees and their families.
A limited labor supply, increased competition and any increase in demands from our employees could cause labor costs to increase.” We have implemented a number of employee attraction and retention initiatives over recent years for the benefit of our employees and their families.
Upon the consummation of a merger or consolidation in which our Company is not the surviving entity, a change of control of our Company, a sale of substantially all of our assets, the complete liquidation or dissolution of our Company or a reverse takeover, each award will 165 Table of Contents terminate, unless the award is assumed by the successor entity.
Upon the consummation of a merger or consolidation in which our Company is not the surviving entity, a change of control of our Company, a sale of substantially all of our assets, the complete liquidation or dissolution of our Company or a reverse takeover, each award will terminate, unless the award is assumed by the successor entity.
Awards granted will be evidenced by an award agreement that sets forth the terms, conditions and limitations for each award. Exercise Price . Our compensation committee may determine the exercise price or purchase price, if any, of any award. Term of Awards. The term of each award shall be stated in the award agreement.
Awards granted will be evidenced by an award agreement that sets forth the terms, conditions and limitations for each award. Exercise Price . Our compensation committee may determine the exercise price or purchase price, if any, of any award. 167 Table of Contents Term of Awards. The term of each award shall be stated in the award agreement.
Davis has been the chief financial officer of Melco International since December 2017, the chief financial officer and a director of SCI since June 2019 and October 2018, respectively, and is also a director of a number of our subsidiaries. Prior to joining us, Mr.
Davis has been the chief financial officer and an executive director of Melco International since December 2017 and June 2025, respectively, the chief financial officer and a director of SCI since June 2019 and October 2018, respectively, and is also a director of a number of our subsidiaries. Prior to joining us, Mr.
Tsui was an independent non-executive director of China Blue Chemical Limited from April 2006 to June 2012, China Chengtong Development Group Limited from March 2003 to November 2013, China Power International Development Limited from March 2004 to December 2016 and China Oilfield Services Limited from June 2009 to June 2015, all of which are listed on the HKSE. Mr.
Tsui was an independent 154 Table of Contents non-executive director of China Blue Chemical Limited from April 2006 to June 2012, China Chengtong Development Group Limited from March 2003 to November 2013, China Power International Development Limited from March 2004 to December 2016 and China Oilfield Services Limited from June 2009 to June 2015, all of which are listed on the HKSE.
Ho has been honored as one of the recipients of the “Asian Corporate Director Recognition Awards” by Corporate Governance Asia magazine for nine years since 2012, and was awarded “Asia’s Best CEO” at the Asian Excellence Awards for the 13 th year in 2024. Mr.
Ho has been honored as one of the recipients of the “Asian Corporate Director Recognition Awards” by Corporate Governance Asia magazine for nine years since 2012, and was awarded “Asia’s Best CEO” at the Asian Excellence Awards for the 14 th year in 2025. Mr.
Tsui is the chairman of our nominating and corporate governance committee and a member of our audit and risk committee and compensation committee. Mr. Tsui has extensive experience in finance and administration, corporate and strategic planning, information technology and human resources management, having served at various international companies.
Tsui is the chairman of our nominating and corporate governance committee and a member of our audit and risk committee, compensation committee and environmental sustainability and corporate social responsibility committee. Mr. Tsui has extensive experience in finance and administration, corporate and strategic planning, information technology and human resources management, having served at various international companies.
Thomas Jefferson Wu JP was appointed as an independent non-executive director on December 18, 2006. Mr. Wu is also the chairman of our compensation committee and a member of our audit and risk committee and nominating and corporate governance committee. Mr.
Thomas Jefferson Wu JP was appointed as an independent non-executive director on December 18, 2006. Mr. Wu is also the chairman of our compensation committee and a member of our audit and risk committee, nominating and corporate governance committee and environmental sustainability and corporate social responsibility committee. Mr.
The restricted area is defined as, including but not limited to, Hong Kong, Macau, the Philippines, Cyprus and any other country or region in which our Company operates or intends to operate. D. EMPLOYEES Employees We had 21,784, 20,209 and 16,908 employees as of December 31, 2024, 2023 and 2022, respectively.
The restricted area is defined as, including but not limited to, Hong Kong, Macau, the Philippines, Cyprus and any other country or region in which our Company operates or intends to operate. D. EMPLOYEES Employees We had 22,961, 21,784 and 20,209 employees as of December 31, 2025, 2024 and 2023, respectively.
The aggregate amount of compensation paid, and benefits in kind granted, including contingent or deferred compensation accrued for the year, to all the directors and executive officers of our Company as a group by our Company and its subsidiaries, amounted to approximately US$30.6 million for the year ended December 31, 2024.
The aggregate amount of compensation paid, and benefits in kind granted, including contingent or deferred compensation accrued for the year, to all the directors and executive officers of our Company as a group by our Company and its subsidiaries, amounted to approximately US$33.9 million for the year ended December 31, 2025.
Each executive officer (or his estate, as applicable) is entitled to accrued amounts in relation to such executive officer’s employment with us upon termination due to disability or death.
Each executive officer (or his estate, as applicable) is entitled to accrued amounts in relation to such executive officer’s employment with us 163 Table of Contents upon termination due to disability or death.
SHARE OWNERSHIP Share Ownership of Directors and Members of Senior Management The following table sets forth the beneficial interest of each director and executive officer in our ordinary shares as of March 15, 2025.
SHARE OWNERSHIP Share Ownership of Directors and Members of Senior Management The following table sets forth the beneficial interest of each director and executive officer in our ordinary shares as of March 6, 2026.
He is a member of the advisory committee of the All-China Federation of Industry and Commerce; a member of the Macau Basic Law Promotion Association; a member of the Board of Governors of The Canadian Chamber of Commerce in Hong Kong; a member of the Asia International Leadership Council; honorary advisor of Global Tourism Economy Research Centre; permanent honorary committee member of The Chinese General Chamber of Commerce of Hong Kong; honorary patron of The Canadian Chamber of Commerce in Macao; honorary president of the Macau Research Association for Macau Gaming Law; honorary president of the Association of Property Agents and Real Estate Developers of Macau and a director executive of the Macao Chinese General Chamber of Commerce. 151 Table of Contents In 2017, Mr.
He is a member of the advisory committee of the All-China Federation of Industry and Commerce; a member of the Macau Basic Law Promotion Association; a member of the Board of Governors of The Canadian Chamber of Commerce in Hong Kong; a member of the Asia International Leadership Council; honorary advisor of Global Tourism Economy Research Centre; permanent honorary committee member of The Chinese General Chamber of Commerce of Hong Kong; honorary patron of The Canadian Chamber of Commerce in Macao; honorary president of the Macau Research Association for Macau Gaming Law; honorary president of the Association of Property Agents and Real Estate Developers of Macau; a director executive of the Macao Chinese General 153 Table of Contents Chamber of Commerce and honorary president of the Association of Youth Practitioners in Macao Integrated Tourism and Leisure Enterprises.
The awards that may be granted under the plan include options, incentive share options, restricted shares, share appreciation rights, dividend equivalents, share payments, deferred shares and restricted share units. Eligible Participants .
The awards that may be granted under the plan include options, incentive share options, restricted shares, share appreciation rights, dividend equivalents, share payments, deferred shares and restricted share units. 168 Table of Contents Eligible Participants .
Tsui has been a director of Industrial and 152 Table of Contents Commercial Bank of China (Asia) Limited since August 2000. Mr.
Mr. Tsui has been a director of Industrial and Commercial Bank of China (Asia) Limited since August 2000. Mr.
In 2015, he was conferred an honorary fellowship by Lingnan University. Mr. Wu is active in public service in both Hong Kong and mainland China. Mr. Wu serves in a number of advisory roles at different levels of government. In mainland China, Mr.
In 2015, he was conferred an honorary fellowship by Lingnan University. Mr. Wu is active in public service in China. Mr. Wu serves in a number of advisory roles at different levels of government. In China, Mr.
Wu’s major public service appointments include being a member of the Major Sports Events Committee of the Culture, Sports and Tourism Bureau of the Hong Kong Special Administrative Region Government (the “HKSARG”), a Vice Patron of the Community Chest of Hong Kong, a deputy director of Economic Affairs Committee and a member of Friends of Hong Kong Association Limited as well as Honorary Advisor of the Hong Kong Army Cadets Association.
Wu’s major public service appointments include being a member of the Major Sports Events Committee of the Culture, Sports and Tourism Bureau of the Hong Kong Special Administrative Region Government (the “HKSARG”), the Convenor of the Hong Kong-ASEAN Foundation Advisory Council, a Vice Patron of the Community Chest of Hong Kong, a deputy director of Economic Affairs Committee and a member of Friends of Hong Kong Association Limited as well as Honorary Advisor of the Hong Kong Army 155 Table of Contents Cadets Association.
Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Messrs. Thomas Jefferson Wu, Alec Yiu Wa Tsui, John William Crawford and Ms. Francesca Galante, and is chaired by Mr. Tsui.
Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Messrs. Thomas Jefferson Wu, Alec Yiu Wa Tsui, John Peter Ben Wang and Ms. Francesca Galante, and is chaired by Mr. Tsui.
The maximum amount of restricted shares which may be issued under the share purchase and award program represents less than 0.50% of our total issued and outstanding shares as of the date of the adoption of the program.
The maximum amount of restricted shares to be issued under the share purchase and award program represented less than 0.50% of our total issued and outstanding shares as of the date of the adoption of the program.
Under the share purchase and award program, eligible employees could elect to use a portion of his or her base salary during the term of the program, which runs from July 2021 to June 2022, to purchase and receive a grant of restricted shares under our 2011 share incentive plan, with an aggregate value equal to 200% of the amount of base salary so applied as at the grant date.
Under the share purchase and award program, eligible employees could elect to use a portion of his or her base salary to purchase and receive a grant of restricted shares under our 2011 share incentive plan, with an aggregate value equal to 200% of the amount of base salary so applied as at the grant date.
The 2011 Share Incentive Plan was conditionally approved by our shareholders at the extraordinary general meeting held on October 6, 2011 and became effective upon commencement of dealings in our shares on the HKSE on December 7, 2011.
The 2011 Share Incentive Plan was conditionally approved by our shareholders at the extraordinary general meeting held on October 6, 2011 and became effective upon commencement of dealings in our shares on the HKSE on December 7, 2011. Amendments to the 2011 Share Incentive Plan were approved by our shareholders on May 20, 2015 and on December 7, 2016.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS Our directors and executive officers receive compensation in the form of salaries, discretionary bonuses, equity awards, contributions to pension schemes and other benefits.
Ho. 157 Table of Contents B. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS Our directors and executive officers receive compensation in the form of salaries, discretionary bonuses, equity awards, contributions to pension schemes and other benefits.
Compensation Committee Our compensation committee consists of Messrs. Thomas Jefferson Wu, Alec Yiu Wa Tsui, John William Crawford and Ms. Francesca Galante, and is chaired by Mr. Wu.
Compensation Committee Our compensation committee consists of Messrs. Thomas Jefferson Wu, Alec Yiu Wa Tsui, John Peter Ben Wang and Ms. Francesca Galante, and is chaired by Mr. Wu.
Committees of the Board of Directors Our board established an audit committee, a compensation committee and a nominating and corporate governance committee in December 2006. Our audit committee was renamed our audit and risk committee on August 3, 2016.
Committees of the Board of Directors Our board established an audit committee, a compensation committee and a nominating and corporate governance committee in December 2006 and an environmental sustainability and corporate social responsibility committee in September 2025. Our audit committee was renamed our audit and risk committee on August 3, 2016.
Share Purchase and Award Program On July 8, 2021, we adopted a share purchase and award program to recognize the dedication and commitment of our employees and provide eligible employees the opportunity to benefit from our long-term growth.
Share Purchase and Award Program From July 2021 to June 2022, we had a share purchase and award program to recognize the dedication and commitment of our employees and provide eligible employees the opportunity to benefit from our long-term growth.
Equity Awards On April 3, 2024, we granted 4,621,653 restricted shares pursuant to our 2021 Share Incentive Plan to directors and executive officers of our Company. The grant date fair value of the restricted shares granted (closing price of the grant date) was US$2.52 per share. Such grantees will receive ordinary shares upon vesting of restricted shares at par value.
Equity Awards On April 2, 2025, we granted 7,930,926 restricted shares pursuant to our 2021 Share Incentive Plan to directors and executive officers of our Company. The grant date fair value of the restricted shares granted (closing price of the grant date) was US$1.78 per share. Such grantees will receive ordinary shares upon vesting of restricted shares at par value.
(1) Percentage of beneficial ownership of each director and executive officer is based on: (i) 1,276,540,382 ordinary shares of our Company outstanding as of March 15, 2025, (ii) the number of ordinary shares of underlying options that have vested or will vest within 60 days after March 15, 2025 and (iii) the number of restricted shares that will vest within 60 days after March 15, 2025, each as held by such person as of that date.
(1) Percentage of beneficial ownership of each director and executive officer is based on: (i) 1,220,376,014 ordinary shares of our Company outstanding as of March 6, 2026, (ii) the number of ordinary shares of 165 Table of Contents underlying options that have vested or will vest within 60 days after March 6, 2026 and (iii) the number of restricted shares that will vest within 60 days after March 6, 2026, each as held by such person as of that date.
The 2011 Share Incentive Plan, which succeeded the 2006 Share Incentive Plan on December 7, 2011, has been succeeded by our 2021 Share Incentive Plan on December 6, 2021. No further awards may be granted under the 2006 Share Incentive Plan and the 2011 Share Incentive Plan. All subsequent awards will be issued under the 2021 Share Incentive Plan.
The 2011 Share Incentive Plan, which succeeded the 2006 Share Incentive Plan on December 7, 2011, has been succeeded by our 2021 Share Incentive Plan on December 6, 2021. No further awards may be granted under the 2006 Share Incentive Plan and the 2011 Share 166 Table of Contents Incentive Plan.
(3) Also includes (i) 9,934,422 ordinary shares held by Black Spade Capital Limited, which in turn is held by companies owned by a trust associated with Mr. Lawrence Ho; (ii) 10,514,442 ordinary shares personally 163 Table of Contents held by Mr.
(3) Also includes (i) 9,934,422 ordinary shares held by Black Spade Capital Limited, which in turn is held by companies owned by a trust associated with Mr. Lawrence Ho; (ii) 13,395,717 ordinary shares personally held by Mr.
On April 3, 2024, we granted share options to acquire 1,540,134 of our ordinary shares pursuant to our 2021 Share Incentive Plan to a director and an executive officer of our Company with an exercise price of US$2.52 per share. The options expire ten years from the date of grant.
On April 2, 2025, we granted share options to acquire 596,682 of our ordinary shares pursuant to our 2021 Share Incentive Plan to an executive officer of our Company with an exercise price of US$1.78 per share. The options expire ten years from the date of grant.
Except amendments made pursuant to the above, no termination, amendment or modification of the plan shall adversely affect in any material way any award previously granted under the plan or any previous plans, without the prior written consent of the participant. Vesting Schedule . In general, our compensation committee determines, or the award agreement would specify, the vesting schedule. F.
Except amendments made pursuant to the above, no termination, amendment or modification of the plan shall adversely affect in any material way any award previously granted under the plan or any previous plans, without the prior written consent of the participant. 169 Table of Contents Vesting Schedule .
Geoffrey Stuart Davis is our executive vice president and chief financial officer and he was appointed to his current role in April 2011. Prior to that, he served as our deputy chief financial officer from August 2010 to March 2011 and our senior vice president, corporate finance since 2007, when he joined our Company. In addition, Mr.
Prior to that, he served as our deputy chief financial officer from August 2010 to March 2011 and our senior vice president, corporate finance since 2007, when he joined our Company. In addition, Mr.
The maximum aggregate number of shares which may be issued pursuant to the 2021 Share Incentive Plan is 145,654,794, which is subject to adjustment pursuant to the terms and conditions contained therein. 2011 Share Incentive Plan We adopted the 2011 Share Incentive Plan to provide our employees, directors and consultants with incentives to increase shareholder value, and to attract and retain the services of those upon whom we depend for the success of our business.
The 2021 Share Incentive Plan provides for an overall plan limit of 145,654,794 shares, representing the maximum aggregate number of shares that may be issued pursuant to all awards granted under the plan, subject to adjustment in accordance with its terms and conditions. 2011 Share Incentive Plan We adopted the 2011 Share Incentive Plan to provide our employees, directors and consultants with incentives to increase shareholder value, and to attract and retain the services of those upon whom we depend for the success of our business.
Wu served as the vice president (Asia/Oceania) of the International Ice Hockey Federation from 2012 to 2021. In 2006, the World Economic Forum selected Mr. Wu as a “Young Global Leader.” Mr.
Wu served as the vice president (Asia/Oceania) of the International Ice Hockey Federation from 2012 to 2021. Mr. Wu is also the Honorary Advisor of the Curling Sports Federation of Hong Kong, China (the national sports association of curling in Hong Kong). In 2006, the World Economic Forum selected Mr. Wu as a “Young Global Leader.” Mr.
As of March 15, 2025, 667,360,904 of these ordinary shares have been pledged by Melco Leisure in connection with a US$1 billion, 5-year credit facility entered into in June 2021 by, among others, Melco International and Melco Leisure.
As of March 6, 2026, 667,360,904 of these ordinary shares have been pledged by Melco Leisure in connection with a US$1 billion, 5-year credit facility entered into in June 2021 (which was subsequently amended, restated, and extended for two years) by, among others, Melco International and Melco Leisure.
Our management structure includes an executive committee which is composed of our executive officers and other senior executives including property presidents, executive vice presidents and other business unit leaders and is responsible for formulating business strategies and considering 155 Table of Contents day-to-day operational matters. Mr.
Ho, our chairman and chief executive officer, is responsible for overseeing the overall strategic direction of our Company. Our management structure includes an executive committee which is composed of our executive officers and other senior executives including property presidents, executive vice presidents and other business unit leaders and is responsible for formulating business strategies and considering day-to-day operational matters. Mr.
The charters of these board committees were adopted by our board on November 28, 2006 and have been amended and restated on several occasions, with the latest version of the compensation committee charter amended on December 3, 2021, the audit and risk committee charter amended on December 6, 2023 and the nominating and corporate governance committee charter amended on December 16, 2022.
The charters of our audit and risk committee, compensation committee and nominating and corporate governance committee were adopted by our board on November 28, 2006 and have been amended and restated on several occasions, with the latest version of the compensation committee charter amended on September 1, 2025, the audit and risk committee charter amended on December 3, 2025 and the nominating and corporate governance committee charter amended on 159 Table of Contents September 1, 2025.
Name Number of ordinary shares Approximate percentage of shareholding (1) Lawrence Yau Lung Ho 710,691,045 (2)(3) 55.67 % Clarence Yuk Man Chung * * Evan Andrew Winkler * * Alec Yiu Wa Tsui * * Thomas Jefferson Wu * * John William Crawford * * Francesca Galante * * Geoffrey Stuart Davis * * Graham Paul Winter * * Akiko Takahashi * * Directors and executive officers as a group 720,024,371 56.40 % * The options, restricted shares and our shares in aggregate held by each of these directors and executive officers represent less than 1% of our total outstanding shares.
Name Number of ordinary shares Approximate percentage of shareholding (1) Lawrence Yau Lung Ho 713,800,992 (2)(3) 58.49 % Clarence Yuk Man Chung * * Evan Andrew Winkler * * Alec Yiu Wa Tsui * * Thomas Jefferson Wu * * John Peter Ben Wang * * Francesca Galante * * Geoffrey Stuart Davis * * Graham Paul Winter * * Akiko Takahashi * * Directors and executive officers as a group 725,110,394 59.42 % Notes: * The options, restricted shares and our shares in aggregate held by each of these directors and executive officers represent less than 1% of our total outstanding shares.
As of December 31, 2024, we have granted (i) share options to subscribe for a total of 7,334,973 shares and (ii) restricted shares in respect of a total of 48,760,029 shares pursuant to the 2021 Share Incentive Plan. The following paragraphs describe the principal terms of the 2021 Share Incentive Plan. Types of Awards .
As of December 31, 2025, we have granted (i) share options to subscribe for a total of 8,901,180 shares and (ii) restricted shares in respect of a total of 68,477,538 shares pursuant to the 2021 Share Incentive Plan. The following paragraphs describe the principal terms of the 2021 Share Incentive Plan. Types of Awards .
Name Age Position/Title Lawrence Yau Lung Ho 48 Chairman, chief executive officer and director Clarence Yuk Man Chung 62 Director Evan Andrew Winkler 50 President and director Alec Yiu Wa Tsui 75 Independent non-executive director, chair of the nomination and corporate governance committee and a member of each of the audit and risk committee and the compensation committee Thomas Jefferson Wu 52 Independent non-executive director, chair of the compensation committee and a member of each of the audit and risk committee and the nomination and corporate governance committee John William Crawford 82 Independent non-executive director, chair of the audit and risk committee and a member of each of the nomination and corporate governance committee and the compensation committee Francesca Galante 49 Independent non-executive director and a member of each of the audit and risk committee, the nomination and corporate governance committee and the compensation committee Geoffrey Stuart Davis 56 Executive vice president and chief financial officer Graham Paul Winter 60 Executive vice president and chief legal officer Akiko Takahashi 71 Executive vice president and chief of staff to Chairman and chief executive officer Directors Mr.
Name Age Position/Title Lawrence Yau Lung Ho 49 Chairman, chief executive officer and director Clarence Yuk Man Chung 63 Director Evan Andrew Winkler 51 President and director Alec Yiu Wa Tsui 76 Independent non-executive director, chair of the nominating and corporate governance committee and a member of each of the audit and risk committee, the compensation committee and the environmental sustainability and corporate social responsibility committee Thomas Jefferson Wu 53 Independent non-executive director, chair of the compensation committee and a member of each of the audit and risk committee, the nominating and corporate governance committee and the environmental sustainability and corporate social responsibility committee John Peter Ben Wang 65 Independent non-executive director, chair of the audit and risk committee and a member of each of the nominating and corporate governance committee, the compensation committee and the environmental sustainability and corporate social responsibility committee Francesca Galante 50 Independent non-executive director, chair of the environmental sustainability and corporate social responsibility committee and a member of each of the audit and risk committee, the nominating and corporate governance committee and the compensation committee Geoffrey Stuart Davis 57 Executive vice president and chief financial officer Graham Paul Winter 61 Executive vice president and chief legal officer Akiko Takahashi 72 Executive vice president and chief of staff to Chairman and chief executive officer Directors Mr.
The purpose of the committee is to discharge the responsibilities of the board relating to compensation of our directors and our executives, including, amongst others, to design (in consultation with management), evaluate and approve the compensation plans, policies and programs for the executives and evaluate and recommend to our board for approval of the directors’ compensation. 159 Table of Contents Members of this committee are not prohibited from direct involvement in determining their own compensation.
The purpose of the committee is to discharge the responsibilities of the board relating to compensation of our directors and our executives, including, amongst others, to design (in consultation with management), evaluate and approve the compensation plans, policies and programs for the executives and evaluate and recommend to our board for approval of the directors’ compensation.
Lawrence Ho: Name Type of awards Grant date Fair value of restricted shares at grant date per share (US$) Number of shares outstanding Lawrence Yau Lung Ho Restricted shares April 6, 2022 2.4667 1,347,312 Restricted shares April 5, 2023 4.1267 1,163,166 Restricted shares April 3, 2024 2.5200 2,857,140 Total 5,367,618 None of our directors or executive officers who are shareholders have different voting rights from other shareholders of our Company.
Lawrence Ho: Name Type of awards Grant date Fair value of restricted shares at grant date per share (US$) Number of shares outstanding Lawrence Yau Lung Ho Restricted shares April 5, 2023 4.1267 581,583 Restricted shares April 3, 2024 2.5200 1,904,760 Restricted shares April 2, 2025 1.7767 4,727,952 Total 7,214,295 None of our directors or executive officers who are shareholders have different voting rights from other shareholders of our Company.
Awards previously granted under the 2006 Share Incentive Plan and the 2011 Share Incentive Plan remain subject to the terms and conditions of the 2006 Share Incentive Plan and the 2011 Share Incentive Plan, respectively. As of December 31, 2021, all share options and restricted shares granted under the 2006 Share Incentive Plan had vested.
As of December 31, 2021, all share options and restricted shares granted under the 2006 Share Incentive Plan had vested.
The purpose of the committee is to assist our board in discharging its responsibilities regarding: • the identification of qualified candidates to become members and chairs of the board and its committees and to fill any such vacancies, and reviewing the appropriateness of the continued service of directors; • ensuring that our board meets the criteria for independence under the Nasdaq corporate governance rules and nominating directors who meet such independence criteria; • oversight of our compliance with legal and regulatory requirements, in particular the legal and regulatory requirements of Macau (including the relevant laws related to the gaming industry), the Cayman Islands, the SEC and Nasdaq; • the development and recommendation to our board of a set of corporate governance principles applicable to our Company; • the disclosure, in accordance with our relevant policies, of any material information (other than that regarding the quality or integrity of our financial statements), which is brought to its attention by the disclosure committee; and • oversight of our environmental, social and governance-related risks and opportunities. 160 Table of Contents The duties of the committee include: • making recommendations to our board for its approval, the appointment or re-appointment of any members of our board and the chairs and members of its committees, including evaluating any succession planning; • reviewing on an annual basis the appropriate skills, knowledge and characteristics required of board members and of the committees of our board, and making any recommendations to improve the performance of our board and its committees; • developing and recommending to our board such policies and procedures with respect to nomination or appointment of members of our board and chairs and members of its committees or other corporate governance matters as may be required pursuant to any SEC or Nasdaq rules, or otherwise considered desirable and appropriate; • developing a set of corporate governance principles and reviewing such principles at least annually; • deciding whether any material information (other than that regarding the quality or integrity of our financial statements), which is brought to its attention by the disclosure committee, should be disclosed; • reviewing and monitoring the training and continuous professional development of our directors and senior management; • developing, reviewing and monitoring the code of conduct and compliance manual applicable to employees and directors; • together with the board, evaluating the performance of the committee on an annual basis; • reviewing the environmental, social and governance-related policies and the related regular public disclosures, including our sustainability report following review and approval by our Chairman and Chief Executive Officer; • assessing the adequacy of its charter; and • co-operating with the other board committees in any areas of overlapping responsibilities.
The duties of the committee include: • making recommendations to our board for its approval, the appointment or re-appointment of any members of our board and the chairs and members of its committees, including evaluating any succession planning; • reviewing on an annual basis the appropriate skills, knowledge and characteristics required of board members and of the committees of our board, and making any recommendations to improve the performance of our board and its committees; • developing and recommending to our board such policies and procedures with respect to nomination or appointment of members of our board and chairs and members of its committees or other corporate governance matters as may be required pursuant to any SEC or Nasdaq rules, or otherwise considered desirable and appropriate; • developing a set of corporate governance principles and reviewing such principles at least annually; • deciding whether any material information (other than that regarding the quality or integrity of our financial statements), which is brought to its attention by the disclosure committee, should be disclosed; • reviewing and monitoring the training and continuous professional development of our directors and senior management; 162 Table of Contents • developing, reviewing and monitoring the code of conduct and compliance manual applicable to employees and directors; • together with the board, evaluating the performance of the committee on an annual basis; • assessing the adequacy of its charter; and • co-operating with the other board committees in any areas of overlapping responsibilities.
As of December 31, 2024 2023 2022 Number of Employees Percentage of Total Number of Employees Percentage of Total Number of Employees Percentage of Total Mocha Clubs (1) 548 2.5 % 577 2.9 % 550 3.3 % Altira Macau 968 4.4 % 959 4.7 % 1,052 6.2 % City of Dreams 8,241 37.8 % 7,411 36.7 % 6,529 38.6 % Corporate and centralized services (2) 569 2.6 % 540 2.7 % 520 3.1 % Studio City 5,848 26.8 % 5,286 26.2 % 3,571 21.1 % City of Dreams Manila 3,947 18.1 % 3,699 18.3 % 3,713 22.0 % City of Dreams Mediterranean and the Cyprus Casinos 1,650 7.6 % 1,737 8.6 % 973 5.8 % Sri Lanka 13 0.1 % — — — — Total 21,784 100.0 % 20,209 100.0 % 16,908 100.0 % (1) For the purposes of this table, figures include employees at Grand Dragon Casino described under “Item 4.
As of December 31, 2025 2024 2023 Number of Employees Percentage of Total Number of Employees Percentage of Total Number of Employees Percentage of Total City of Dreams 8,515 37.1 % 8,241 37.8 % 7,411 36.7 % Studio City 5,879 25.6 % 5,848 26.8 % 5,286 26.2 % City of Dreams Manila 3,769 16.4 % 3,947 18.1 % 3,699 18.3 % City of Dreams Mediterranean and the Cyprus Casinos 1,833 8.0 % 1,650 7.6 % 1,737 8.6 % Other Operations (1) 1,195 5.2 % 13 0.1 — — Altira Macau 865 3.8 % 968 4.4 % 959 4.7 % Corporate and centralized services 598 2.6 % 569 2.6 % 540 2.7 % Mocha and Other (2) 307 1.3 % 548 2.5 % 577 2.9 % Total 22,961 100.0 % 21,784 100.0 % 20,209 100.0 % Notes: (1) Figures include employees at City of Dreams Sri Lanka. 164 Table of Contents (2) The figures for December 31, 2024 and 2023 include employees at Grand Dragon Casino and the three Mocha Clubs before their respective closures in 2025 as disclosed under “Item 4.
The following table summarizes, as of March 15, 2025, the unvested restricted shares (including 2,881,275 restricted shares that will vest from 60 days of March 15, 2025) held by Mr.
The following table summarizes, as of March 6, 2026, the unvested restricted shares (including 3,109,947 restricted shares that will vest from 60 days of March 6, 2026) held by Mr.
Ho has also been appointed as the chairman and director of Maple Peak Investments Inc., a company listed on the TSX Venture Exchange in Canada, since July 2016. As a member of the National Committee of the Chinese People’s Political Consultative Conference, Mr.
Ho was the chairman and director of Maple Peak Investments Inc., a company listed on the TSX Venture Exchange in Canada, from July 2016 to January 2026. As a member of the National Committee of the Chinese People’s Political Consultative Conference, Mr. Ho serves on the board or participates as a committee member in various organizations in China.
Lawrence Ho (among which, 9,612,837 are vested restricted shares under the 2011 Share Incentive Plan and the 2021 Share Incentive Plan held by Mr. Lawrence Ho as of March 15, 2025); and (iii) 2,881,275 restricted shares that will vest from 60 days of March 15, 2025 held by Mr. Lawrence Ho.
Lawrence Ho (among which, 12,494,112 are vested restricted shares under the 2011 Share Incentive Plan and the 2021 Share Incentive Plan held by Mr. Lawrence Ho as of March 6, 2026); and (iii) 3,109,947 restricted shares that will vest from 60 days of March 6, 2026 held by Mr. Lawrence Ho.
Our chief executive officer may not be present at any compensation committee meeting during the time when his compensation is deliberated.
Members of this committee are not prohibited from direct involvement in determining their own compensation. Our chief executive officer may not be present at any compensation committee meeting during the time when his compensation is deliberated.
Nasdaq Stock Market Rule 5605(b)(1) generally requires that a majority of an issuer’s board of directors must consist of independent directors. However, Nasdaq Stock Market Rule 5615(a)(3) permits foreign private issuers like us to follow “home country practice” in certain corporate governance matters.
However, Nasdaq Stock Market Rule 5615(a)(3) permits foreign private issuers like us to follow “home country practice” in certain corporate governance matters.
These charters are found on our website. Each of these committees consists entirely of directors whom our board has determined to be independent under the “independence” requirements of the Nasdaq corporate governance rules. The current membership of these three committees and summary of its respective charter are provided below.
The charter of our environmental sustainability and corporate social responsibility committee was adopted by our board on September 1, 2025. These charters are found on our website. Each of these committees consists entirely of directors whom our board has determined to be independent under the “independence” requirements of the Nasdaq corporate governance rules.
Each executive officer also agrees to comply with all material applicable laws and regulations related to his or her responsibilities at our Company as well as all material written corporate and business policies and procedures of our Company. 161 Table of Contents Each executive officer is prohibited from gambling at any of our Company’s facilities during the term of his or her employment and for six months following the termination of such employment agreement.
Each executive officer also agrees to comply with all material applicable laws and regulations related to his or her responsibilities at our Company as well as all material written corporate and business policies and procedures of our Company.
Galante is a member of each of our compensation committee, audit and risk committee and 154 Table of Contents nominating and corporate governance committee. Ms. Galante has been the co-founder and partner of First Growth Real Estate, a specialist advisory firm focused on real estate structured debt arranging, restructuring and special servicing throughout Continental Europe since 2010. Previously, Ms.
Galante has been the co-founder and partner of First Growth Real Estate, a specialist advisory firm focused on real estate structured debt arranging, restructuring and special servicing throughout Continental Europe since 2010. Previously, Ms. Galante was an executive director in the real estate principal finance division at UBS Investment Bank in London.
Galante was an executive director in the real estate principal finance division at UBS Investment Bank in London. Prior to that she worked at Soros Real Estate Partners and Merrill Lynch. With 20 years of real estate investment and advisory experience in both Europe and North America, Ms.
Prior to that she worked at Soros Real Estate Partners and Merrill Lynch. With 20 years of real estate investment and advisory experience in both Europe and North America, Ms. Galante has extensive experience on real estate transactions in office, hotel, residential and 156 Table of Contents industrial asset classes. Ms.
John William Crawford JP was appointed as an independent non-executive director on January 12, 2017. Mr. Crawford was a member of our audit and risk committee up until March 21, 2018 when he became its chairman. He is also a member of our compensation committee and nominating and corporate governance committee. Mr.
John Peter Ben Wang was appointed as an independent non-executive director on June 13, 2025. Mr. Wang is the chairman of our audit and risk committee and a member of our nominating and corporate governance committee, compensation committee and environmental sustainability and corporate social responsibility committee. Mr.
The exercise price and expiration date of the New Options are US$7.40 per ADS and April 5, 2032, respectively. Pension, Retirement or Similar Benefits For the year ended December 31, 2024, we set aside or accrued approximately US$0.5 million to provide pension, retirement or similar benefits to our senior executive officers. Our directors, other than Mr.
Pension, Retirement or Similar Benefits For the year ended December 31, 2025, we set aside or accrued approximately US$0.4 million to provide pension, retirement or similar benefits to our senior executive officers. Our directors, other than Mr. Lawrence Ho who participates in his capacity as our chief executive officer, do not participate in such schemes. C.
Galante has extensive experience on real estate transactions in office, hotel, residential and industrial asset classes. Ms. Galante received her Master of Science in Management from the Université Paris-Dauphine and Master of Finance from Ecole Supérieure De Commerce De Paris (now ESCP Europe). Executive Officers Mr.
Galante received her Master of Science in Management from the Université Paris-Dauphine and Master of Finance from Ecole Supérieure De Commerce De Paris (now ESCP Europe). Executive Officers Mr. Geoffrey Stuart Davis is our executive vice president and chief financial officer and he was appointed to his current role in April 2011.
He is a member of the Hong Kong Institute of Certified Public Accountants, a member of the Chartered Professional Accountants of Ontario and a member of the Canadian Institute of Chartered Accountants. Ms. Francesca Galante was appointed as an independent non-executive director on September 5, 2018. Ms.
Wang qualified as a chartered accountant with the Institute of Chartered Accountants in England and Wales in 1985. He graduated from the University of Kent at Canterbury in the United Kingdom with a bachelor’s degree in accounting in July 1982. Ms. Francesca Galante was appointed as an independent non-executive director on September 5, 2018. Ms.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Each of Lucky Life Limited and L3G Holdings Inc. is a company controlled by a discretionary family trust with beneficiaries including Mr. Ho and his family members. Moreover, Ms. Lo Sau Yan, Sharen, the spouse of Mr. Ho, personally holds 4,212,102 ordinary shares of Melco International, representing 0.28% of the total issued shares of Melco International.
Each of Lucky Life Limited and L3G Holdings Inc. is a company controlled by a discretionary family trust with beneficiaries including Mr. Ho and his family members. Moreover, Ms. Lo Sau Yan, Sharen, the spouse of Mr. Ho, personally holds 4,212,102 ordinary shares of Melco International, representing 0.19% of the total issued shares of Melco International.
Other than as provided in the table above, reports filed with or furnished to the SEC, public disclosure, including without limitation Schedule 13 filings, and this Annual Report, we are not aware of any significant change in the percentage ownership held by any major shareholder since January 1, 2022.
Other than as provided in the table above, reports filed with or furnished to the SEC, public disclosure, including without limitation Schedule 13 filings, and this Annual Report, we are not aware of any significant change in the percentage ownership held by any major shareholder since January 1, 2023.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. MAJOR SHAREHOLDERS The following table sets forth the beneficial ownership of our ordinary shares as of March 15, 2025 by all persons who are known to us to be the beneficial owners of 5% or more of our issued share capital.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. MAJOR SHAREHOLDERS The following table sets forth the beneficial ownership of our ordinary shares as of March 6, 2026 by all persons who are known to us to be the beneficial owners of 5% or more of our issued share capital.
Directors, Senior Management and Employees — C. Board Practices — Employment Agreements.” Equity Incentive Plans See “Item 6. Directors, Senior Management and Employees — B. Compensation of Directors and Executive Officers.” 169 Table of Contents C. INTERESTS OF EXPERTS AND COUNSEL Not applicable.
See “Item 6. Directors, Senior Management and Employees — C. Board Practices — Employment Agreements.” Equity Incentive Plans See “Item 6. Directors, Senior Management and Employees — B. Compensation of Directors and Executive Officers.” C. INTERESTS OF EXPERTS AND COUNSEL Not applicable.
Lawrence Ho; and (iv) 687,360,906 ordinary shares owned of record by Melco Leisure. Melco Leisure is a wholly-owned subsidiary of Melco International. As of March 15, 2025, Mr.
Lawrence Ho; and (iv) 687,360,906 ordinary shares owned of record by Melco Leisure. Melco Leisure is a wholly-owned subsidiary of Melco International. As of March 6, 2026, Mr.
(3) Comprised of (i) 9,934,422 ordinary shares held by Black Spade Capital Limited, which in turn is held by companies owned by a trust associated with Mr. Lawrence Ho; (ii) 10,514,442 ordinary shares personally held by Mr.
(3) Comprised of (i) 9,934,422 ordinary shares held by Black Spade Capital Limited, which in turn is held by companies owned by a trust associated with Mr. Lawrence Ho; (ii) 13,395,717 ordinary shares personally held by Mr.
RELATED PARTY TRANSACTIONS For discussion of significant related party transactions we entered into during the years ended December 31, 2024, 2023 and 2022, see note 22 to the consolidated financial statements included elsewhere in this annual report. Employment Agreements We have entered into employment agreements with key management and personnel of our Company and our subsidiaries. See “Item 6.
RELATED PARTY TRANSACTIONS For discussion of significant related party transactions we entered into during the years ended December 31, 2025, 2024 and 2023, see note 21 to the consolidated financial statements included elsewhere in this annual report. 171 Table of Contents Employment Agreements We have entered into employment agreements with key management and personnel of our Company and our subsidiaries.
Lawrence Ho, our chairman, chief executive officer and director as well as the chairman, chief executive officer and executive director of Melco International, personally holds 24,054,574 ordinary shares of Melco International, representing approximately 1.59% of the total issued shares of Melco International. In addition, Mr.
Lawrence Ho, our chairman, chief executive officer and director as well as the chairman, chief executive officer and executive director of Melco International, personally holds 36,606,126 ordinary shares of Melco International, representing approximately 1.61% of the total issued shares of Melco International. In addition, Mr.
Ordinary shares beneficially owned (1) Name Number % Lawrence Yau Lung Ho (2)(3) 710,691,045 55.67 ARGA Investment Management, LP, et al. (4) 86,275,437 6.76 EuroPacific Growth Fund (5) 81,804,750 6.41 (1) Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act, and includes voting or investment power with respect to the securities.
Ordinary shares beneficially owned (1) Name Number % Lawrence Yau Lung Ho (2)(3) 713,800,992 58.49 ARGA Investment Management, LP, et al. (4) 86,275,437 7.07 EuroPacific Growth Fund (5) 81,804,750 6.70 Notes: (1) Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act, and includes voting or investment power with respect to the securities.
Ho is deemed to be interested in the 301,368,606 ordinary shares of Melco International held by Better Joy Overseas Ltd., 122,243,024 ordinary shares of Melco International held by Lasting Legend Ltd., 73,590,345 ordinary shares of Melco International held by Mighty Dragon Developments Limited, 91,445,132 ordinary shares of Melco International held by Black Spade Capital Limited and 1,566,000 ordinary shares of Melco International held by Maple Peak Investments Inc., representing approximately 19.87%, 8.06%, 4.85%, 6.03% and 0.10% of the total issued shares of Melco International, all of which are companies owned or controlled by the persons and/or trusts associated with Mr.
Ho is deemed to be interested in the 452,052,909 ordinary shares of Melco International held by Better Joy Overseas Ltd., 183,364,536 ordinary shares of Melco International held by Lasting Legend Ltd., 110,385,517 ordinary shares of Melco International held by Mighty Dragon Developments Limited, 137,167,698 ordinary shares of Melco International held by Black Spade Capital Limited and 1,566,000 ordinary shares of Melco International held by Maple Peak Investments Inc., representing approximately 19.87%, 8.06%, 4.85%, 6.03% and 0.07% of the total issued shares of Melco International, all of which are companies owned or controlled by the persons and/or trusts associated with Mr.
As of December 31, 2024, a total of 1,276,540,382 ordinary shares were outstanding, of which 581,077,499 ordinary shares were registered in the name of a nominee of Deutsche Bank Trust Company Americas, the depositary under the deposit agreement.
As of December 31, 2025, a total of 1,220,376,014 ordinary shares were outstanding, of which 524,913,131 ordinary shares were registered in the name of a nominee of Deutsche Bank Trust Company Americas, the depositary under the deposit agreement.
Lawrence Ho (among which, 9,612,837 are vested restricted shares under the 2011 Share Incentive Plan and the 2021 Share Incentive Plan held by Mr. Lawrence Ho as of March 15, 2025); (iii) 2,881,275 restricted shares that will vest from 60 days of March 15, 2025 held by Mr.
Lawrence Ho (among which, 12,494,112 are vested restricted shares under the 2011 Share Incentive Plan and the 2021 Share Incentive Plan held by Mr. Lawrence Ho as of March 6, 2026); (iii) 3,109,947 restricted shares that will vest from 60 days of March 6, 2026 held by Mr.
Ho holds an aggregate of 931,862,970 ordinary shares of Melco International, representing approximately 61.44% of the total issued shares of Melco International, including his personal interest, interests of the companies which are owned or controlled by the persons and/or trusts associated with him, interest of his spouse and interests of trusts in which he is one of the beneficiaries and is taken to have interest under the Securities and Futures Ordinance (Chapter 571, the Laws of Hong Kong).
Ho personally holds, shares that he is deemed to be interested in under the Securities and Futures Ordinance (Chapter 571, the Laws of Hong Kong), comprising shares held by the companies which are owned or controlled by the persons and/or trusts associated with him, shares held by companies which are controlled by discretionary family trusts in which he is one of the beneficiaries, and shares held by his spouse.
Ho is also deemed to have interests in the 717,000 ordinary shares of Melco International held by Lucky Life Limited and 312,666,187 ordinary shares of Melco International held by L3G Holdings Inc., representing an aggregate of approximately 20.66% of the total issued shares of Melco International, by virtue of him being one of the beneficiaries of discretionary family trusts for the purpose of the Securities and Futures Ordinance (Chapter 571, the Laws of Hong Kong).
(of which 157,175,834 shares were provided as security to Lucky Life Limited), representing an aggregate of 170 Table of Contents approximately 20.70% of the total issued shares of Melco International, by virtue of him being one of the beneficiaries of discretionary family trusts for the purpose of the Securities and Futures Ordinance (Chapter 571, the Laws of Hong Kong).
As of March 15, 2025, 667,360,904 of the ordinary shares owned of record by Melco Leisure have been pledged in connection with a US$1 billion, 5-year credit facility entered into in June 2021 by, among others, Melco International and Melco Leisure. 168 Table of Contents (4) ARGA Investment Management, LP reports shared voting power and shared dispositive power with respect to 86,275,437 ordinary shares of the Company represented by ADSs with Avula Rama Krishna.
As of March 6, 2026, 667,360,904 of the ordinary shares owned of record by Melco Leisure have been pledged in connection with a US$1 billion, 5-year credit facility entered into in June 2021 (which was subsequently amended, restated, and extended for two years) by, among others, Melco International and Melco Leisure.
Added
Ho. Out of the abovementioned shares, a total of 294,323,553 shares were provided as security to Lucky Life Limited. In addition, Mr. Ho is also deemed to have interests in the 1,075,500 ordinary shares of Melco International held by Lucky Life Limited and 469,842,021 ordinary shares of Melco International held by L3G Holdings Inc.
Added
Therefore, we believe that Mr. Ho is or is deemed to be interested in an aggregate of 1,396,272,409 ordinary shares of Melco International, representing approximately 61.37% of the total issued shares of Melco International, including shares Mr.
Added
(4) ARGA Investment Management, LP reports shared voting power and shared dispositive power with respect to 86,275,437 ordinary shares of the Company represented by ADSs with Avula Rama Krishna.

Other MLCO 10-K year-over-year comparisons