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 May 2011

Commission File Number: 001-33178

MELCO CROWN ENTERTAINMENT LIMITED

36^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 þ          Form 40-F o

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): o

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): o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o          No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82- N/A

 

 

MELCO CROWN ENTERTAINMENT LIMITED
Form 6-K

Explanatory Note
Signature
Exhibit 99.1 - Condensed Consolidated Financial Statements and Reconciliations

This 6-K serves to provide holders of MCE Finance Limited’s US$600,000,000 10.25% Senior Notes due 2018 (the “Senior Notes”) with copies of MCE Finance Limited’s unaudited condensed financial statements, on a consolidated basis, in respect of the first fiscal quarter of the fiscal year ended 2011, pursuant to the terms of the Indenture, dated as of May 17, 2010, in connection with the offering of the Senior Notes.

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: May 31, 2011

Exhibit 99.1

MCE Finance Limited
Index to Unaudited Quarterly Report
For the Three Months Ended March 31, 2011

		Page(s)
Unaudited MCE Finance Limited Condensed Consolidated Financial Statements			2-4
Unaudited MCE Finance Limited — Restricted Subsidiaries Group Condensed Consolidated Financial Statements			5-7
Unaudited Reconciliation of Financial Condition and Results of Operations of MCE Finance Limited — Restricted Subsidiaries Group to MCE Finance Limited			8-9

MCE Finance Limited
Condensed Consolidated Balance Sheet
(In thousands of U.S. dollars)

		March 31, 2011				December 31, 2010
		(Unaudited)				(Audited)(1)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	533,040			$	410,767
Restricted cash			145,498				167,286
Accounts receivable, net			250,898				259,521
Amounts due from affiliated companies			176,823				183,881
Inventories			15,329				14,990
Prepaid expenses and other current assets			14,226				9,057
Total current assets			1,135,814				1,045,502
PROPERTY AND EQUIPMENT, NET			2,606,087				2,660,464
GAMING SUBCONCESSION, NET			642,433				656,742
INTANGIBLE ASSETS, NET			4,220				4,220
GOODWILL			81,915				81,915
LONG-TERM PREPAYMENT, DEPOSITS AND OTHER ASSETS			90,814				94,470
DEFERRED FINANCING COST			41,482				45,387
LAND USE RIGHTS, NET			423,274				428,155
TOTAL		$	5,026,039			$	5,016,855
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		$	8,803			$	8,880
Accrued expenses and other current liabilities			498,132				449,912
Current portion of long-term debt			238,884				202,997
Amount due to shareholder			1,072,970				1,071,121
Amounts due to affiliated companies			32,924				38,373
Total current liabilities			1,851,713				1,771,283
LONG-TERM DEBT			1,449,920				1,521,251
OTHER LONG-TERM LIABILITIES			4,403				6,476
DEFERRED TAX LIABILITIES			17,623				17,818
LAND USE RIGHT PAYABLE			16,359				24,241
SHAREHOLDERS’ EQUITY
Ordinary shares			—				—
Additional paid-in capital			2,261,725				2,261,725
Accumulated other comprehensive losses			(4,883	)			(7,786	)
Accumulated losses			(570,821	)			(578,153	)
Total shareholders’ equity			1,686,021				1,675,786
TOTAL		$	5,026,039			$	5,016,855

MCE Finance Limited
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands of U.S. dollars)

		Three Months Ended
		March 31, 2011
OPERATING REVENUES
Casino		$	770,873
Rooms			24,162
Food and beverage			15,353
Entertainment, retail and others			23,460
Gross revenues			833,848
Less: promotional allowances			(21,336	)
Net revenues			812,512
OPERATING COSTS AND EXPENSES
Casino			(611,169	)
Rooms			(4,585	)
Food and beverage			(9,007	)
Entertainment, retail and others			(13,034	)
General and administrative			(54,138	)
Pre-opening costs			(603	)
Amortization of gaming subconcession			(14,309	)
Amortization of land use rights			(4,881	)
Depreciation and amortization			(63,322	)
Property charges and others			(25	)
Total operating costs and expenses			(775,073	)
OPERATING INCOME			37,439
NON-OPERATING EXPENSES
Interest expenses, net			(26,538	)
Other finance costs			(4,156	)
Foreign exchange gain, net			392
Total non-operating expenses			(30,302	)
INCOME BEFORE INCOME TAX			7,137
INCOME TAX CREDIT			195
NET INCOME		$	7,332

MCE Finance Limited
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands of U.S. dollars)

		Three Months Ended
		March 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$	7,332
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			82,512
Amortization of deferred financing costs			3,905
Amortization of discount on senior notes payable			174
Gain on disposal of property and equipment			(15	)
Allowance for doubtful debts			9,479
Changes in operating assets and liabilities:
Accounts receivable			(566	)
Amounts due from affiliated companies			7,058
Inventories			(339	)
Prepaid expenses and other current assets			(5,169	)
Long-term prepayment, deposits and other assets			586
Accounts payable			(77	)
Accrued expenses and other current liabilities			57,790
Amounts due to affiliated companies			(5,449	)
Other long-term liabilities			205
Deferred tax liabilities			(195	)
Net cash provided by operating activities			157,231
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment			(14,336	)
Deposits for acquisition of property and equipment			(1,006	)
Changes in restricted cash			21,788
Payment for land use right			(7,582	)
Proceeds from sale of property and equipment			113
Net cash used in investing activities			(1,023	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of deferred financing cost			(166	)
Amount due to shareholder			1,849
Principal payments on long-term debt			(35,618	)
Net cash used in financing activities			(33,935	)
NET INCREASE IN CASH AND CASH EQUIVALENTS			122,273
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			410,767
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	533,040
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
Cash paid for interest (net of capitalized interest)		$	(11,717	)
NON-CASH INVESTING ACTIVITIES
Construction costs and property and equipment funded through accrued expenses and other current liabilities		$	308

MCE Finance Limited — Restricted Subsidiaries Group
Condensed Consolidated Balance Sheet (Unaudited)
(In thousands of U.S. dollars)

		March 31, 2011				December 31, 2010(1)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	533,040			$	410,767
Restricted cash			145,498				167,286
Accounts receivable, net			250,898				259,521
Amounts due from affiliated companies			176,823				183,881
Amounts due from unconsolidated subsidiaries			2				2
Inventories			15,329				14,990
Prepaid expenses and other current assets			14,226				9,057
Total current assets			1,135,816				1,045,504
PROPERTY AND EQUIPMENT, NET			2,606,087				2,660,464
GAMING SUBCONCESSION, NET			642,433				656,742
INTANGIBLE ASSETS, NET			4,220				4,220
GOODWILL			81,915				81,915
LONG-TERM PREPAYMENT, DEPOSITS AND OTHER ASSETS			90,814				94,470
INVESTMENT IN UNCONSOLIDATED SUBSIDIARIES			6				6
DEFERRED FINANCING COST			41,482				45,387
LAND USE RIGHTS, NET			423,274				428,155
TOTAL		$	5,026,047			$	5,016,863
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		$	8,803			$	8,880
Accrued expenses and other current liabilities			498,132				449,912
Current portion of long-term debt			238,884				202,997
Amount due to shareholder			1,072,966				1,071,117
Amounts due to affiliated companies			32,922				38,371
Total current liabilities			1,851,707				1,771,277
LONG-TERM DEBT			1,449,920				1,521,251
OTHER LONG-TERM LIABILITIES			4,403				6,476
DEFERRED TAX LIABILITIES			17,623				17,818
LAND USE RIGHT PAYABLE			16,359				24,241
SHAREHOLDERS’ EQUITY
Ordinary shares			—				—
Additional paid-in capital			2,261,725				2,261,725
Accumulated other comprehensive losses			(4,883	)			(7,786	)
Accumulated losses			(570,807	)			(578,139	)
Total shareholders’ equity			1,686,035				1,675,800
TOTAL		$	5,026,047			$	5,016,863

MCE Finance Limited — Restricted Subsidiaries Group
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands of U.S. dollars)

		Three Months Ended
		March 31, 2011
OPERATING REVENUES
Casino		$	770,873
Rooms			24,162
Food and beverage			15,353
Entertainment, retail and others			23,460
Gross revenues			833,848
Less: promotional allowances			(21,336	)
Net revenues			812,512
OPERATING COSTS AND EXPENSES
Casino			(611,169	)
Rooms			(4,585	)
Food and beverage			(9,007	)
Entertainment, retail and others			(13,034	)
General and administrative			(54,138	)
Pre-opening costs			(603	)
Amortization of gaming subconcession			(14,309	)
Amortization of land use rights			(4,881	)
Depreciation and amortization			(63,322	)
Property charges and others			(25	)
Total operating costs and expenses			(775,073	)
OPERATING INCOME			37,439
NON-OPERATING EXPENSES
Interest expenses, net			(26,538	)
Other finance costs			(4,156	)
Foreign exchange gain, net			392
Total non-operating expenses			(30,302	)
INCOME BEFORE INCOME TAX			7,137
INCOME TAX CREDIT			195
NET INCOME		$	7,332

MCE Finance Limited — Restricted Subsidiaries Group
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands of U.S. dollars)

		Three Months Ended
		March 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$	7,332
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			82,512
Amortization of deferred financing costs			3,905
Amortization of discount on senior notes payable			174
Gain on disposal of property and equipment			(15	)
Allowance for doubtful debts			9,479
Changes in operating assets and liabilities:
Accounts receivable			(566	)
Amounts due from affiliated companies			7,058
Inventories			(339	)
Prepaid expenses and other current assets			(5,169	)
Long-term prepayment, deposits and other assets			586
Accounts payable			(77	)
Accrued expenses and other current liabilities			57,790
Amounts due to affiliated companies			(5,449	)
Other long-term liabilities			205
Deferred tax liabilities			(195	)
Net cash provided by operating activities			157,231
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment			(14,336	)
Deposits for acquisition of property and equipment			(1,006	)
Changes in restricted cash			21,788
Payment for land use right			(7,582	)
Proceeds from sale of property and equipment			113
Net cash used in investing activities			(1,023	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of deferred financing cost			(166	)
Amount due to shareholder			1,849
Principal payments on long-term debt			(35,618	)
Net cash used in financing activities			(33,935	)
NET INCREASE IN CASH AND CASH EQUIVALENTS			122,273
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			410,767
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	533,040
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
Cash paid for interest (net of capitalized interest)		$	(11,717	)
NON-CASH INVESTING ACTIVITIES
Construction costs and property and equipment funded through accrued expenses and other current liabilities		$	308

MCE Finance Limited
Unaudited Reconciliation of Financial Condition and Results of Operations
of MCE Finance Limited — Restricted Subsidiaries Group to MCE Finance Limited
For the Three Months Ended March 31, 2011
(In thousands of U.S. dollars)

		Consolidated				Unrestricted Subsidiaries
		Total for MCE								Melco Crown
		Finance Limited -				Melco Crown				(Macau				Adjustments on
		Restricted				(Macau				Peninsula)				Investment Cost				Consolidated
		Subsidiaries				Peninsula) Hotel				Developments				of Unconsolidated				Total for MCE
		Group				Limited				Limited				Subsidiaries				Finance Limited
Condensed Consolidated Balance Sheet (Unaudited)
As of March 31, 2011
ASSETS
CURRENT ASSETS
Cash and cash equivalents			533,040																533,040
Restricted cash			145,498																145,498
Accounts receivables, net			250,898																250,898
Amounts due from affiliated companies			176,823																176,823
Amounts due from (to) group companies			—				(1	)			(1	)			2				—
Amounts due from unconsolidated subsidiaries			2												(2	)			—
Inventories			15,329																15,329
Prepaid expenses and other current assets			14,226																14,226
Total current assets			1,135,816				(1	)			(1	)			—				1,135,814
PROPERTY AND EQUIPMENT, NET			2,606,087																2,606,087
GAMING SUBCONCESSION, NET			642,433																642,433
INTANGIBLE ASSETS, NET			4,220																4,220
GOODWILL			81,915																81,915
LONG-TERM PREPAYMENT, DEPOSITS AND OTHER ASSETS			90,814																90,814
INVESTMENT IN UNCONSOLIDATED SUBSIDIARIES			6												(6	)			—
DEFERRED FINANCING COST			41,482																41,482
LAND USE RIGHTS, NET			423,274																423,274
TOTAL			5,026,047				(1	)			(1	)			(6	)			5,026,039
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable			8,803																8,803
Accrued expenses and other current liabilities			498,132																498,132
Current portion of long-term debt			238,884																238,884
Amounts due to shareholder			1,072,966				2				2								1,072,970
Amounts due to affiliated companies			32,922				1				1								32,924
Total current liabilities			1,851,707				3				3				—				1,851,713
LONG-TERM DEBT			1,449,920																1,449,920
OTHER LONG-TERM LIABILITIES			4,403																4,403
DEFERRED TAX LIABILITIES			17,623																17,623
LAND USE RIGHT PAYABLE			16,359																16,359
SHAREHOLDERS’ EQUITY
Ordinary shares			—				3				3				(6	)			—
Additional paid-in capital			2,261,725																2,261,725
Accumulated other comprehensive losses			(4,883	)															(4,883	)
Accumulated losses			(570,807	)			(7	)			(7	)			0				(570,821	)
Total shareholders’ equity			1,686,035				(4	)			(4	)			(6	)			1,686,021
TOTAL			5,026,047				(1	)			(1	)			(6	)			5,026,039

MCE Finance Limited
Unaudited Reconciliation of Financial Condition and Results of Operations
of MCE Finance Limited — Restricted Subsidiaries Group to MCE Finance Limited
For the Three Months Ended March 31, 2011
(In thousands of U.S. dollars)

		Consolidated				Unrestricted Subsidiaries
		Total for MCE								Melco Crown
		Finance Limited -				Melco Crown				(Macau				Adjustments on
		Restricted				(Macau				Peninsula)				Investment Cost				Consolidated
		Subsidiaries				Peninsula) Hotel				Developments				of Unconsolidated				Total for MCE
		Group				Limited				Limited				Subsidiaries				Finance Limited
Condensed Consolidated Statements of Operations (Unaudited)
For the Three Months Ended March 31, 2011
OPERATING REVENUES
Casino			770,873																770,873
Rooms			24,162																24,162
Food and beverage			15,353																15,353
Entertainment, retail and others			23,460																23,460
Gross revenues			833,848				—				—				—				833,848
Less: promotional allowances			(21,336	)															(21,336	)
Net revenues			812,512				—				—				—				812,512
OPERATING COSTS AND EXPENSES
Casino			(611,169	)															(611,169	)
Rooms			(4,585	)															(4,585	)
Food and beverage			(9,007	)															(9,007	)
Entertainment, retail and others			(13,034	)															(13,034	)
General and administrative			(54,138	)															(54,138	)
Pre-opening cost			(603	)															(603	)
Amortization of gaming subconcession			(14,309	)															(14,309	)
Amortization of land use rights			(4,881	)															(4,881	)
Depreciation and amortization			(63,322	)															(63,322	)
Property charges and others			(25	)															(25	)
Total operating costs and expenses			(775,073	)			—				—				—				(775,073	)
OPERATING INCOME			37,439				—				—				—				37,439
NON-OPERATING EXPENSES
Interest expenses, net			(26,538	)															(26,538	)
Other finance costs			(4,156	)															(4,156	)
Foreign exchange gain, net			392																392
Total non-operating expenses			(30,302	)			—				—				—				(30,302	)
INCOME BEFORE INCOME TAX			7,137				—				—				—				7,137
INCOME TAX CREDIT			195																195
NET INCOME			7,332				—				—				—				7,332