FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a–16 OR 15d–16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2022

Commission File Number: 001-38699

STUDIO CITY INTERNATIONAL HOLDINGS LIMITED

71 Robinson Road

#04-03

Singapore 068895

and

38^th Floor, The Centrium

60 Wyndham Street

Central

Hong Kong

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20–F or Form 40– F. Form 20-F  ☒ Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

STUDIO CITY INTERNATIONAL HOLDINGS LIMITED

Form 6–K

TABLE OF CONTENTS

SIGNATURE

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

Date: November 29, 2022

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EXHIBIT INDEX

Exhibit 99.1

EXPLANATORY NOTE

Studio City Finance Limited’s Quarterly Report

for the Three and Nine Months Ended September 30, 2022

This quarterly report provides Studio City Finance Limited’s (“Studio City Finance”) unaudited condensed consolidated financial statements, comprising condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated statements of cash flows, for the three and nine months ended September 30, 2022, together with the related information.

Studio City Finance Limited

Report for the Third Quarter of 2022

TABLE OF CONTENTS

INTRODUCTION

In this quarterly report, unless otherwise indicated:

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This quarterly report includes our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2022.

Any discrepancies in any table between totals and sums of amounts listed therein are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements that relate to future events, including our future operating results and conditions, our prospects and our future financial performance and condition, all of which are largely based on our current expectations and projections. Known and unknown risks, uncertainties and other factors may cause our actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. We operate in a heavily regulated and evolving industry, and have a highly leveraged business model. Moreover, we operate in Macau’s gaming sector, a market with intense competition, and therefore new risk factors may emerge from time to time. It is not possible for our management to predict all risk factors, nor can we assess the impact of these factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed or implied in any forward-looking statement. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors include, but are not limited to, (i) the global COVID-19 outbreak, caused by a novel strain of the coronavirus, and the continued impact of its consequences on our business, our industry and the global economy, (ii) risks associated with the newly adopted gaming law in Macau and its implementation by the Macau government, (iii) growth of the gaming market and visitations in Macau, (iv) capital and credit market volatility, (v) local and global economic conditions, (vi) our anticipated growth strategies, (vii) gaming authority and other governmental approvals and regulations, and (viii) our future business development, results of operations and financial condition. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions.

The forward-looking statements made in this quarterly report relate only to events or information as of the date on which the statements are made in this quarterly report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this quarterly report with the understanding that our actual future results may be materially different from what we expect.

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GLOSSARY

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EXCHANGE RATE INFORMATION

Although we have certain expenses and revenues denominated in Patacas, our revenues and expenses are denominated predominantly in H.K. dollars and, in connection with a portion of our indebtedness and certain expenses, in U.S. dollars. The non-financial pages of this quarterly report include all translations from H.K. dollars to U.S. dollars and from U.S. dollars to H.K. dollars at a rate of HK$7.849971 to US$1.00, unless otherwise noted.

The H.K. dollar is freely convertible into other currencies (including the U.S. dollar). Since October 17, 1983, the H.K. dollar has been officially linked to the U.S. dollar at the rate of HK$7.80 to US$1.00. The market exchange rate has not deviated materially from the level of HK$7.80 to US$1.00 since the peg was first established. However, in May 2005, the Hong Kong Monetary Authority broadened the trading band from the original rate of HK$7.80 per U.S. dollar to a rate range of HK$7.75 to HK$7.85 per U.S. dollar. The Hong Kong government has stated its intention to maintain the link at that rate, and, acting through the Hong Kong Monetary Authority, has a number of means by which it may act to maintain exchange rate stability. However, no assurance can be given that the Hong Kong government will maintain the link at HK$7.75 to HK$7.85 per U.S. dollar or at all.

The Pataca is pegged to the H.K. dollar at a rate of HK$1.00 to MOP1.03. All translations from Pataca to U.S. dollar in the non-financial pages of this quarterly report were made at the exchange rate of MOP8.085447 to US$1.00.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in connection with our unaudited condensed consolidated financial statements included elsewhere in this quarterly report. Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2021. The historical results are not necessarily indicative of the results of operations to be expected in the future. Certain statements in this “Financial Condition and Results of Operations” are forward-looking statements.

Results of Operations

Studio City is a world-class integrated resort located in Cotai, Macau and its principal operating activities are the provision of hospitality facilities and services in Macau. In the third quarter of 2022, Studio City Casino had an average of approximately 277 gaming tables and 702 gaming machines in operation. The mass market focus of Studio City Casino is currently complemented with VIP rolling chip operations, which include up to 45 tables authorized for VIP rolling chip operations. Studio City’s cinematically-themed integrated resort is designed to attract a wide range of customers by providing highly differentiated non-gaming attractions, including the world’s first figure-8 Ferris wheel, a deluxe night club and karaoke, a 5,000-seat live performance arena and an outdoor water park. Studio City features approximately 1,600 luxury hotel rooms, diverse food and beverage establishments and approximately 27,000 square meters of complementary retail space.

Studio City is strategically located in Cotai, as one of the few dedicated Cotai hotel-casino resort stops on the Macau Light Rapid Transit Line, with an access bridge leading to Studio City.

Studio City Casino is operated by the Gaming Operator, one of the subsidiaries of Melco and a holder of a gaming subconcession, and we operate the non-gaming businesses of Studio City.

Studio City sits within a ring-fenced credit group separate from its shareholders and Studio City’s debt obligations are not guaranteed by its shareholders. In particular, Melco is not a guarantor under the 2028 Studio City Senior Secured Credit Facility, the 2025 Studio City Finance Notes, the 2027 Studio City Company Notes, the 2028 Studio City Finance Notes or the 2029 Studio City Finance Notes. As such, SCI and its shareholders are not contractually required to provide any additional financial support to Studio City with respect to the Studio City debt obligations.

The further development of Studio City is expected to consist of two hotel towers with approximately 900 rooms and suites and a gaming area. In addition, the remaining project will also contain a waterpark with indoor and outdoor areas. Other attractions expected to be part of the remaining project include MICE space, retail and food and beverage outlets and a cineplex. As of September 30, 2022, we have incurred approximately US$1.02 billion of aggregate costs relating to the development of our remaining project, primarily related to the initial design and planning costs and construction costs. Based on our current plan for the remaining project, we currently expect a project budget of approximately US$1.20 billion for the development of the remaining project (exclusive of any pre-opening costs and financing costs). Such development for the remaining project of Studio City may be funded through various sources, including cash on hand, operating free cash flow as well as debt and/or equity financing. Our ability to obtain any debt financing also depends on a number of factors beyond our control, including market volatility and a contraction of liquidity in the global credit markets caused by the global COVID-19 outbreak and investors’ and lenders’ perceptions of, and demand for the debt financing for the remaining project of Studio City. The recent sell-off in Chinese bonds has negatively impacted the market for high yield bonds of the Macau gaming operators as well as issuers in other sectors connected with the PRC. There is no guarantee that we can secure the necessary additional capital investments, including any debt financing or equity financing, required for the development of the remaining project of Studio City in a timely manner or at all.

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Land concessions in Macau are issued by the Macau government and generally have terms of 25 years and are renewable for further consecutive periods of ten years. Land concessions further stipulate a period within which the development of the land must be completed. The land on which Studio City is located must be fully developed by June 30, 2023. There is no guarantee that we will complete the development of the remaining land of Studio City by the deadline, and a number of factors could affect our construction schedule including, among others, delays resulting from the COVID-19 outbreak, world-wide supply chain disruptions and constraints or inclement weather. Any further extension of the development period for the remaining project at Studio City is subject to Macau government review and approval at its discretion. While the Macau government may grant extensions if we meet certain legal requirements, there can be no assurance that the Macau government will grant us any further extension of the development period or not exercise its rights to terminate the Studio City land concession. In the event that no further extension is granted or the Studio City land concession is terminated, we could lose all or substantially all of our investment in Studio City, including our interest in the land and building and may not be able to continue to operate Studio City as planned, which will materially and adversely affect our business and prospects, results of operations and financial condition.

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

Total operating revenues for the third quarter of 2022 were negative US$2.9 million, compared to total operating revenues of US$18.7 million in the third quarter of 2021. The change was primarily attributable to the government-mandated temporary casino closures in Macau in July 2022 and heightened travel restrictions in Macau and mainland China related to COVID-19 during the quarter which led to a decrease in revenue from casino contract and lower non-gaming revenues.

Net loss attributable to Studio City Finance Limited for the third quarter of 2022 was US$93.0 million, compared with net loss attributable to Studio City Finance Limited of US$75.1 million in the third quarter of 2021, primarily due to the decrease in revenue from casino contract and lower non-gaming revenues.

Studio City Casino generated gross gaming revenues of US$20.6 million and US$85.0 million for the third quarters of 2022 and 2021, respectively.

Studio City Casino’s rolling chip volume was US$42.1 million in the third quarter of 2022 versus US$472.4 million in the third quarter of 2021. The rolling chip win rate was 4.18% in the third quarter of 2022 versus 2.35% in the third quarter of 2021. The expected rolling chip win rate range is 2.85% - 3.15%.

Mass market table games drop decreased to US$61.9 million in the third quarter of 2022, compared with US$250.5 million in the third quarter of 2021. The mass market table games hold percentage was 25.6% in the third quarter of 2022, compared to 26.4% in the third quarter of 2021.

Gaming machine handle for the third quarter of 2022 was US$98.2 million, compared with US$271.5 million in the third quarter of 2021. The gaming machine win rate was 3.1% in the third quarter of 2022, compared to 2.9% in the third quarter of 2021.

Revenue from casino contract was negative US$18.2 million for the third quarter of 2022, compared with revenue from casino contract of negative US$8.6 million for the third quarter of 2021. Revenue from casino contract is net of gaming taxes and the costs incurred in connection with the on-going operation of Studio City Casino deducted by the Gaming Operator.

Total non-gaming revenues at Studio City for the third quarter of 2022 were US$15.3 million, compared with US$27.3 million for the third quarter of 2021.

Total net non-operating expenses for the third quarter of 2022 were US$20.7 million, which mainly included interest expenses of US$23.2 million, net of amounts capitalized, partially offset by interest income of US$2.4 million, compared to total net non-operating expenses of US$20.3 million for the third quarter of 2021, which mainly included interest expenses of US$23.6 million, net of amounts capitalized, partially offset by net foreign exchange gains of US$2.5 million and interest income of US$0.8 million.

Depreciation and amortization costs of US$31.9 million were recorded in the third quarter of 2022, of which US$0.8 million was related to the amortization expense for the land use right, compared to depreciation and amortization costs of US$32.3 million recorded in the third quarter of 2021, of which US$0.8 million was related to the amortization expense for the land use right.

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Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

For the nine months ended September 30, 2022, our total operating revenues were US$7.2 million, a decrease of US$71.2 million from US$78.4 million of total operating revenues for the nine months ended September 30, 2021. The change was primarily attributable to the government-mandated temporary casino closures in Macau in July 2022 and heightened travel restrictions in Macau and mainland China related to COVID-19 which led to a decrease in revenue from casino contract and lower non-gaming revenues in the nine months ended September 30, 2022.

Net loss attributable to Studio City Finance Limited for the nine months ended September 30, 2022 was US$268.5 million, compared with net loss attributable to Studio City Finance Limited of US$235.4 million for the nine months ended September 30, 2021, primarily due to the decrease in revenue from casino contract and lower non-gaming revenues, partially offset by the fact that there was no loss on the extinguishment of debt for the nine months ended September 30, 2022, compared to such a loss of US$28.8 million for the nine months ended September 30, 2021.

Liquidity and Capital Resources

We have relied on, and intend to continue to rely on, cash generated from our operations and debt and equity financings to meet our financing or refinancing needs.

As of September 30, 2022, we held cash and cash equivalents of US$610.2 million and restricted cash of US$0.1 million. Further, the HK$233.0 million (equivalent to approximately US$29.7 million) revolving credit facility under the 2028 Studio City Senior Secured Credit Facility was available for future drawdown as of September 30, 2022, subject to certain conditions precedent.

Cash Flows

The following table sets forth a summary of our cash flows for the periods indicated:

Operating Activities

Operating cash flows are generally affected by changes in operating income and certain operating assets and liabilities, including the receivables related to the revenue from casino contract and hotel operations, as well as the non-gaming business, including food and beverage, entertainment, mall, retail and other, which are conducted primarily on a cash basis.

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Net cash used in operating activities was US$79.2 million for the three months ended September 30, 2022, compared to net cash used in operating activities of US$58.1 million for the three months ended September 30, 2021. Net cash used in operating activities was US$159.5 million for the nine months ended September 30, 2022, compared to net cash used in operating activities of US$119.7 million for the nine months ended September 30, 2021. Both changes were primarily due to softer performance of Studio City’s operations as described in the foregoing section.

Investing Activities

Net cash used in investing activities was US$112.1 million for the three months ended September 30, 2022, compared to net cash provided by investing activities of US$168.3 million for the three months ended September 30, 2021. The change was primarily due to the withdrawal of bank deposits with original maturities over three months for the three months ended September 30, 2021, partially offset by an increase in payments for the acquisition of property and equipment during the third quarter of 2022.

Net cash used in investing activities of US$112.1 million for the three months ended September 30, 2022 was primarily attributable to payments for the acquisition of property and equipment of US$111.9 million.

Net cash provided by investing activities of US$168.3 million for the three months ended September 30, 2021 mainly included the withdrawal of bank deposits with original maturities over three months of US$278.7 million, partially offset by payments for the acquisition of property and equipment of US$106.3 million and acquisition of intangible assets of US$3.9 million.

Net cash used in investing activities was US$360.0 million for the nine months ended September 30, 2022, compared to net cash used in investing activities of US$272.5 million for the nine months ended September 30, 2021. The change was primarily due to an increase in payments for the acquisition of property and equipment.

Net cash used in investing activities of US$360.0 million for the nine months ended September 30, 2022 mainly included payments for the acquisition of property and equipment of US$359.0 million.

Net cash used in investing activities of US$272.5 million for the nine months ended September 30, 2021 included payments for the acquisition of property and equipment of US$266.7 million, acquisition of intangible assets of US$3.9 million and funds to an affiliated company of US$3.7 million, partially offset by proceeds from the sale of property and equipment of US$1.7 million.

Financing Activities

Net cash used in financing activities amounted to US$0.6 million for the three months ended September 30, 2022, which represented the payments of deferred financing costs of US$0.6 million.

Net cash used in financing activities amounted to US$0.5 million for the three months ended September 30, 2021, which represented the payments of deferred financing costs of US$0.5 million.

Net cash provided by financing activities amounted to US$634.0 million for the nine months ended September 30, 2022, which represented proceeds from the issuance of the 2027 Studio City Company Notes in the aggregate principal amount of US$350.0 million and a capital contribution from shareholder of US$290.0 million, partially offset by the payments of deferred financing costs of US$6.1 million.

Net cash provided by financing activities amounted to US$472.0 million for the nine months ended September 30, 2021, which represented the proceeds from the issuance of the First 2029 Studio City Finance Notes in aggregate principal amount of US$750.0 million and the issuance of the Additional 2029 Studio City Finance Notes of US$355.3 million, partially offset by the payment of the 2024 Studio City Finance Notes Tender Offer of US$347.1 million in aggregate principal amount and the redemption of the remaining 2024 Studio City Finance Notes of US$252.9 million in aggregate principal amount outstanding, as well as payments of deferred financing costs of US$33.3 million.

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Indebtedness

The following table presents a summary of our gross indebtedness, before the reduction of debt issuance costs, as of September 30, 2022:

There was no change in our gross indebtedness as of September 30, 2022 compared to June 30, 2022.

Recent Developments

Developments in Relation to the Concession Tender Process

On September 14, 2022, the Gaming Operator submitted its detailed proposal in relation to the public tender for the award of new gaming concessions launched by the Macau government in July 2022 and further to negotiations with the Macau government, on November 21, 2022, it submitted a subsequent proposal for the award of a new concession.

On November 26, 2022, it was announced that the Macau government provisionally awarded a ten-year concession to operate games of fortune and chance in casinos in Macau to the Gaming Operator. The final award of such concession, and the terms and conditions of the concession contract, remain subject to the determination of the Macau government.

COVID-19 Developments

Uncertainty around COVID-19 outbreaks and related restrictions continue to have a material effect on our operations, financial position, and future prospects into the fourth quarter of 2022.

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On August 2, 2022, the validity of nucleic acid tests to enter Macau was set at 48 hours for entry from Zhuhai and was reduced to 24 hours from October 30, 2022. Since September 1, 2022, certain non-Macau resident individuals who are not residents of Taiwan, Hong Kong, and the PRC became eligible to enter Macau without prior approval provided they hold passports issued by the 41 countries specified by the Macau government or comply with certain conditions imposed by the Macau government, subject to valid nucleic acid tests, and, from November 12, 2022, a five-day quarantine at a government designated facility and a three-day home quarantine period. On November 1, 2022, China’s National Immigration Administration commenced electronic processing of visa applications for individual or group travel to Macau.

Uncertainty around COVID-19 outbreaks is expected to continue for at least the remainder of 2022 with travel bans or restrictions, visa restrictions and quarantine requirements being key factors impacting performance.

Other Developments

The construction of Studio City Phase 2 continues to progress on schedule with construction completion expected within 2022. We will monitor the market closely to determine the appropriate time to open and currently anticipate opening in stages beginning in the second quarter of 2023.

Studio City Phase 2 will offer approximately 900 additional luxury hotel rooms and suites, an additional indoor/outdoor water park which is expected to be one of the largest in the world, a Cineplex, multiple fine-dining restaurants, and a total of approximately 1,100 square meters of state-of-the-art MICE space. Furthermore, the expansion will also feature a hotel tower under the W Hotel brand in partnership with Marriott International.

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Studio City Finance Limited

Index To Unaudited Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022

F-1

Studio City Finance Limited

Condensed Consolidated Balance Sheets

(In thousands of U.S. dollars, except share and per share data)

F-2

Studio City Finance Limited

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands of U.S. dollars)

F-3

Studio City Finance Limited

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands of U.S. dollars)

F-4

Exhibit 99.2

EXPLANATORY NOTE

Studio City Investments Limited’s Quarterly Report

for the Three and Nine Months Ended September 30, 2022

This quarterly report provides Studio City Investments Limited’s (“Studio City Investments”) unaudited condensed consolidated financial statements, comprising condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated statements of cash flows, for the three and nine months ended September 30, 2022, together with the related information. Studio City Investments is the parent guarantor of the 2027 Studio City Company Notes (as defined below).

Studio City Investments Limited

Report for the Third Quarter of 2022

TABLE OF CONTENTS

INTRODUCTION

In this quarterly report, unless otherwise indicated:

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This quarterly report includes our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2022.

Any discrepancies in any table between totals and sums of amounts listed therein are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements that relate to future events, including our future operating results and conditions, our prospects and our future financial performance and condition, all of which are largely based on our current expectations and projections. Known and unknown risks, uncertainties and other factors may cause our actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. We operate in a heavily regulated and evolving industry, and have a highly leveraged business model. Moreover, we operate in Macau’s gaming sector, a market with intense competition, and therefore new risk factors may emerge from time to time. It is not possible for our management to predict all risk factors, nor can we assess the impact of these factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed or implied in any forward-looking statement. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors include, but are not limited to, (i) the global COVID-19 outbreak, caused by a novel strain of the coronavirus, and the continued impact of its consequences on our business, our industry and the global economy, (ii) risks associated with the newly adopted gaming law in Macau and its implementation by the Macau government, (iii) growth of the gaming market and visitations in Macau, (iv) capital and credit market volatility, (v) local and global economic conditions, (vi) our anticipated growth strategies, (vii) gaming authority and other governmental approvals and regulations, and (viii) our future business development, results of operations and financial condition. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions.

The forward-looking statements made in this quarterly report relate only to events or information as of the date on which the statements are made in this quarterly report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this quarterly report with the understanding that our actual future results may be materially different from what we expect.

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GLOSSARY

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EXCHANGE RATE INFORMATION

Although we have certain expenses and revenues denominated in Patacas, our revenues and expenses are denominated predominantly in H.K. dollars and, in connection with a portion of our indebtedness and certain expenses, in U.S. dollars. The non-financial pages of this quarterly report include all translations from H.K. dollars to U.S. dollars and from U.S. dollars to H.K. dollars at a rate of HK$7.849971 to US$1.00, unless otherwise noted.

The H.K. dollar is freely convertible into other currencies (including the U.S. dollar). Since October 17, 1983, the H.K. dollar has been officially linked to the U.S. dollar at the rate of HK$7.80 to US$1.00. The market exchange rate has not deviated materially from the level of HK$7.80 to US$1.00 since the peg was first established. However, in May 2005, the Hong Kong Monetary Authority broadened the trading band from the original rate of HK$7.80 per U.S. dollar to a rate range of HK$7.75 to HK$7.85 per U.S. dollar. The Hong Kong government has stated its intention to maintain the link at that rate, and, acting through the Hong Kong Monetary Authority, has a number of means by which it may act to maintain exchange rate stability. However, no assurance can be given that the Hong Kong government will maintain the link at HK$7.75 to HK$7.85 per U.S. dollar or at all.

The Pataca is pegged to the H.K. dollar at a rate of HK$1.00 to MOP1.03. All translations from Pataca to U.S. dollar in the non-financial pages of this quarterly report were made at the exchange rate of MOP8.085447 to US$1.00.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in connection with our unaudited condensed consolidated financial statements included elsewhere in this quarterly report. Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2021. The historical results are not necessarily indicative of the results of operations to be expected in the future. Certain statements in this “Financial Condition and Results of Operations” are forward-looking statements.

Results of Operations

Studio City is a world-class integrated resort located in Cotai, Macau and its principal operating activities are the provision of hospitality facilities and services in Macau. In the third quarter of 2022, Studio City Casino had an average of approximately 277 gaming tables and 702 gaming machines in operation. The mass market focus of Studio City Casino is currently complemented with VIP rolling chip operations, which include up to 45 tables authorized for VIP rolling chip operations. Studio City’s cinematically-themed integrated resort is designed to attract a wide range of customers by providing highly differentiated non-gaming attractions, including the world’s first figure-8 Ferris wheel, a deluxe night club and karaoke, a 5,000-seat live performance arena and an outdoor water park. Studio City features approximately 1,600 luxury hotel rooms, diverse food and beverage establishments and approximately 27,000 square meters of complementary retail space.

Studio City is strategically located in Cotai, as one of the few dedicated Cotai hotel-casino resort stops on the Macau Light Rapid Transit Line, with an access bridge leading to Studio City.

Studio City Casino is operated by the Gaming Operator, one of the subsidiaries of Melco and a holder of a gaming subconcession, and we operate the non-gaming businesses of Studio City.

Studio City sits within a ring-fenced credit group separate from its shareholders and Studio City’s debt obligations are not guaranteed by its shareholders. In particular, Melco is not a guarantor under the 2028 Studio City Senior Secured Credit Facility, the 2025 Studio City Finance Notes, the 2027 Studio City Company Notes, the 2028 Studio City Finance Notes or the 2029 Studio City Finance Notes. As such, SCI and its shareholders are not contractually required to provide any additional financial support to Studio City with respect to the Studio City debt obligations.

The further development of Studio City is expected to consist of two hotel towers with approximately 900 rooms and suites and a gaming area. In addition, the remaining project will also contain a waterpark with indoor and outdoor areas. Other attractions expected to be part of the remaining project include MICE space, retail and food and beverage outlets and a cineplex. As of September 30, 2022, we have incurred approximately US$1.02 billion of aggregate costs relating to the development of our remaining project, primarily related to the initial design and planning costs and construction costs. Based on our current plan for the remaining project, we currently expect a project budget of approximately US$1.20 billion for the development of the remaining project (exclusive of any pre-opening costs and financing costs). Such development for the remaining project of Studio City may be funded through various sources, including cash on hand, operating free cash flow as well as debt and/or equity financing. Our ability to obtain any debt financing also depends on a number of factors beyond our control, including market volatility and a contraction of liquidity in the global credit markets caused by the global COVID-19 outbreak and investors’ and lenders’ perceptions of, and demand for the debt financing for the remaining project of Studio City. The recent sell-off in Chinese bonds has negatively impacted the market for high yield bonds of the Macau gaming operators as well as issuers in other sectors connected with the PRC. There is no guarantee that we can secure the necessary additional capital investments, including any debt financing or equity financing, required for the development of the remaining project of Studio City in a timely manner or at all.

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Land concessions in Macau are issued by the Macau government and generally have terms of 25 years and are renewable for further consecutive periods of ten years. Land concessions further stipulate a period within which the development of the land must be completed. The land on which Studio City is located must be fully developed by June 30, 2023. There is no guarantee that we will complete the development of the remaining land of Studio City by the deadline, and a number of factors could affect our construction schedule including, among others, delays resulting from the COVID-19 outbreak, world-wide supply chain disruptions and constraints or inclement weather. Any further extension of the development period for the remaining project at Studio City is subject to Macau government review and approval at its discretion. While the Macau government may grant extensions if we meet certain legal requirements, there can be no assurance that the Macau government will grant us any further extension of the development period or not exercise its rights to terminate the Studio City land concession. In the event that no further extension is granted or the Studio City land concession is terminated, we could lose all or substantially all of our investment in Studio City, including our interest in the land and building and may not be able to continue to operate Studio City as planned, which will materially and adversely affect our business and prospects, results of operations and financial condition.

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

Total operating revenues for the third quarter of 2022 were negative US$2.9 million, compared to total operating revenues of US$18.7 million in the third quarter of 2021. The change was primarily attributable to the government-mandated temporary casino closures in Macau in July 2022 and heightened travel restrictions in Macau and mainland China related to COVID-19 during the quarter which led to a decrease in revenue from casino contract and lower non-gaming revenues.

Net loss attributable to Studio City Investments Limited for the third quarter of 2022 was US$93.5 million, compared with net loss attributable to Studio City Investments Limited of US$73.4 million in the third quarter of 2021, primarily due to the decrease in revenue from casino contract and lower non-gaming revenues.

Studio City Casino generated gross gaming revenues of US$20.6 million and US$85.0 million for the third quarters of 2022 and 2021, respectively.

Studio City Casino’s rolling chip volume was US$42.1 million in the third quarter of 2022 versus US$472.4 million in the third quarter of 2021. The rolling chip win rate was 4.18% in the third quarter of 2022 versus 2.35% in the third quarter of 2021. The expected rolling chip win rate range is 2.85% - 3.15%.

Mass market table games drop decreased to US$61.9 million in the third quarter of 2022, compared with US$250.5 million in the third quarter of 2021. The mass market table games hold percentage was 25.6% in the third quarter of 2022, compared to 26.4% in the third quarter of 2021.

Gaming machine handle for the third quarter of 2022 was US$98.2 million, compared with US$271.5 million in the third quarter of 2021. The gaming machine win rate was 3.1% in the third quarter of 2022, compared to 2.9% in the third quarter of 2021.

Revenue from casino contract was negative US$18.2 million for the third quarter of 2022, compared with revenue from casino contract of negative US$8.6 million for the third quarter of 2021. Revenue from casino contract is net of gaming taxes and the costs incurred in connection with the on-going operation of Studio City Casino deducted by the Gaming Operator.

Total non-gaming revenues at Studio City for the third quarter of 2022 were US$15.3 million, compared with US$27.3 million for the third quarter of 2021.

Total net non-operating expenses for the third quarter of 2022 were US$22.5 million, which mainly included interest expenses of US$24.4 million, net of amounts capitalized, partially offset by interest income of US$2.4 million, compared to total net non-operating expenses of US$19.8 million for the third quarter of 2021, which mainly included interest expenses of US$17.9 million, net of amounts capitalized, and net foreign exchange losses of US$2.6 million, partially offset by interest income of US$0.8 million.

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Depreciation and amortization costs of US$30.7 million were recorded in the third quarter of 2022, of which US$0.8 million was related to the amortization expense for the land use right, compared to depreciation and amortization costs of US$31.1 million recorded in the third quarter of 2021, of which US$0.8 million was related to the amortization expense for the land use right.

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

For the nine months ended September 30, 2022, our total operating revenues were US$7.2 million, a decrease of US$71.2 million from US$78.4 million of total operating revenues for the nine months ended September 30, 2021. The change was primarily attributable to the government-mandated temporary casino closures in Macau in July 2022 and heightened travel restrictions in Macau and mainland China related to COVID-19 which led to a decrease in revenue from casino contract and lower non-gaming revenues in the nine months ended September 30, 2022.

Net loss attributable to Studio City Investments Limited for the nine months ended September 30, 2022 was US$279.8 million, compared with net loss attributable to Studio City Investments Limited of US$212.5 million for the nine months ended September 30, 2021, primarily due to the decrease in revenue from casino contract and lower non-gaming revenues in the nine months ended September 30, 2022.

Liquidity and Capital Resources

We have relied on, and intend to continue to rely on, cash generated from our operations and debt and equity financings to meet our financing or refinancing needs.

As of September 30, 2022, we held cash and cash equivalents of US$607.7 million and restricted cash of US$0.1 million. Further, the HK$233.0 million (equivalent to approximately US$29.7 million) revolving credit facility under the 2028 Studio City Senior Secured Credit Facility was available for future drawdown as of September 30, 2022, subject to certain conditions precedent.

Cash Flows

The following table sets forth a summary of our cash flows for the periods indicated:

Operating Activities

Operating cash flows are generally affected by changes in operating income and certain operating assets and liabilities, including the receivables related to the revenue from casino contract and hotel operations, as well as the non-gaming business, including food and beverage, entertainment, mall, retail and other, which are conducted primarily on a cash basis.

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Net cash used in operating activities was US$81.1 million for the three months ended September 30, 2022, compared to net cash used in operating activities of US$58.1 million for the three months ended September 30, 2021. Net cash used in operating activities was US$159.7 million for the nine months ended September 30, 2022, compared to net cash used in operating activities of US$120.9 million for the nine months ended September 30, 2021. Both changes were primarily due to softer performance of Studio City’s operations as described in the foregoing section.

Investing Activities

Net cash used in investing activities was US$110.4 million for the three months ended September 30, 2022, compared to net cash provided by investing activities of US$168.3 million for the three months ended September 30, 2021. The change was primarily due to the withdrawal of bank deposits with original maturities over three months for the three months ended September 30, 2021, partially offset by an increase in payments for the acquisition of property and equipment during the third quarter of 2022.

Net cash used in investing activities of US$110.4 million for the three months ended September 30, 2022 was primarily attributable to payments for the acquisition of property and equipment of US$110.2 million.

Net cash provided by investing activities of US$168.3 million for the three months ended September 30, 2021 mainly included the withdrawal of bank deposits with original maturities over three months of US$278.7 million, partially offset by payments for the acquisition of property and equipment of US$106.3 million and acquisition of intangible assets of US$3.9 million.

Net cash used in investing activities was US$359.9 million for the nine months ended September 30, 2022, compared to net cash used in investing activities of US$271.3 million for the nine months ended September 30, 2021. The change was primarily due to an increase in payments for the acquisition of property and equipment.

Net cash used in investing activities of US$359.9 million for the nine months ended September 30, 2022 mainly included payments for the acquisition of property and equipment of US$359.0 million.

Net cash used in investing activities of US$271.3 million for the nine months ended September 30, 2021 included payments for the acquisition of property and equipment of US$265.4 million, acquisition of intangible assets of US$3.9 million and funds to an affiliated company of US$3.7 million, partially offset by proceeds from the sale of property and equipment of US$1.7 million.

Financing Activities

Net cash used in financing activities amounted to US$0.6 million for the three months ended September 30, 2022, which represented the payments of deferred financing costs of US$0.6 million.

There was no cash provided by or used in any financing activities for the three months ended September 30, 2021.

Net cash provided by financing activities amounted to US$634.0 million for the nine months ended September 30, 2022, which represented proceeds from the issuance of the 2027 Studio City Company Notes in the aggregate principal amount of US$350.0 million and a capital contribution from shareholder of US$290.0 million, partially offset by the payments of deferred financing costs of US$6.1 million.

Net cash provided by financing activities amounted to US$471.0 million for the nine months ended September 30, 2021, which represented the proceeds from the drawdown of the 2029 Intercompany Notes of US$1,071.1 million, which were advanced from an affiliated company at discounted price of 97.375%, partially offset by the repayment of the 2024 Intercompany Notes of US$600.0 million.

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Indebtedness

The following table presents a summary of our gross indebtedness, before the reduction of debt issuance costs, as of September 30, 2022:

There was no change in our gross indebtedness as of September 30, 2022 compared to June 30, 2022.

Recent Developments

Developments in Relation to the Concession Tender Process

On September 14, 2022, the Gaming Operator submitted its detailed proposal in relation to the public tender for the award of new gaming concessions launched by the Macau government in July 2022 and further to negotiations with the Macau government, on November 21, 2022, it submitted a subsequent proposal for the award of a new concession.

On November 26, 2022, it was announced that the Macau government provisionally awarded a ten-year concession to operate games of fortune and chance in casinos in Macau to the Gaming Operator. The final award of such concession, and the terms and conditions of the concession contract, remain subject to the determination of the Macau government.

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COVID-19 Developments

Uncertainty around COVID-19 outbreaks and related restrictions continue to have a material effect on our operations, financial position, and future prospects into the fourth quarter of 2022.

On August 2, 2022, the validity of nucleic acid tests to enter Macau was set at 48 hours for entry from Zhuhai and was reduced to 24 hours from October 30, 2022. Since September 1, 2022, certain non-Macau resident individuals who are not residents of Taiwan, Hong Kong, and the PRC became eligible to enter Macau without prior approval provided they hold passports issued by the 41 countries specified by the Macau government or comply with certain conditions imposed by the Macau government, subject to valid nucleic acid tests, and, from November 12, 2022, a five-day quarantine at a government designated facility and a three-day home quarantine period. On November 1, 2022, China’s National Immigration Administration commenced electronic processing of visa applications for individual or group travel to Macau.

Uncertainty around COVID-19 outbreaks is expected to continue for at least the remainder of 2022 with travel bans or restrictions, visa restrictions and quarantine requirements being key factors impacting performance.

Other Developments

The construction of Studio City Phase 2 continues to progress on schedule with construction completion expected within 2022. We will monitor the market closely to determine the appropriate time to open and currently anticipate opening in stages, beginning in the second quarter of 2023.

Studio City Phase 2 will offer approximately 900 additional luxury hotel rooms and suites, an additional indoor/outdoor water park which is expected to be one of the largest in the world, a Cineplex, multiple fine-dining restaurants, and a total of approximately 1,100 square meters of state-of-the-art MICE space. Furthermore, the expansion will also feature a hotel tower under the W Hotel brand in partnership with Marriott International.

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Studio City Investments Limited

Index To Unaudited Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022

F-1

Studio City Investments Limited

Condensed Consolidated Balance Sheets

(In thousands of U.S. dollars, except share and per share data)

F-2

Studio City Investments Limited

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands of U.S. dollars)

F-3

Studio City Investments Limited

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands of U.S. dollars)

F-4