PROSPECTUS

HARRAH'S OPERATING COMPANY, INC.

OFFER TO EXCHANGE
$1,000,000,000 principal amount of our
5.625% Senior Notes due 2015,
which have been registered under the Securities Act,
for any and all of our outstanding unregistered 5.625% Senior Notes due 2015

Material Terms of the Exchange Offer

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The exchange offer expires at 5:00 p.m., New York City time, on November 30, 2005, unless extended.



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The outstanding 5.625% Senior Notes due 2015 include both the $750 million principal amount of our notes we issued on May 27, 2005, or the initial private notes, and the $250 million principal amount of notes we issued on September 28, 2005, or the additional private notes. Both the initial private notes and the additional private notes form a single series and together are referred to as the private notes.



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We will exchange all outstanding 5.625% Senior Notes due 2015, that are validly tendered and not validly withdrawn for an equal principal amount of a new series of notes which are registered under the Securities Act, or the exchange notes.



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The exchange notes will mature on June 1, 2015. Interest on the exchange notes will accrue at 5.625% per year. Interest will be payable semi-annually on June 1 and December 1 of each year, beginning on December 1, 2005.



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You may withdraw tenders of private notes at any time before the exchange offer expires.



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The exchange notes will not be listed on any securities exchange. A public market for the exchange notes may not develop, which could make selling the exchange notes difficult. If a market for the exchange notes develops, the exchange notes could trade at prices that are higher or lower than the initial prices of the unregistered notes.



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The exchange of notes will not be a taxable event for U.S. federal income tax purposes.



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We will not receive any proceeds from the exchange offer.



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The terms of the exchange notes are substantially identical to the private notes, except for transfer restrictions and registration rights relating to the private notes.



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You may tender private notes only in denominations of $2,000 and integral multiples of $1,000.



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Our affiliates may not participate in the exchange offer.



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The exchange offer is not subject to any conditions other than that it not violate applicable law or any applicable interpretation of the staff of the SEC.



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The exchange offer is not conditioned upon any minimum principal amount of private notes being tendered for exchange.

        Please refer to "Risk Factors" beginning on page 13 of this prospectus for a description of the risks you should consider before participating in the exchange offer.

        None of the Securities and Exchange Commission, any state securities commission, any state gaming commission or any other gaming authority has approved of the exchange notes or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 31, 2005.

        We have not authorized any dealer, salesperson or other person to give any information or to make any representation other than those contained in this prospectus. You must not rely upon any information or representation not contained in this prospectus as if we had authorized it. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. By acknowledging that it will deliver a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for private notes where such private notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date and ending on the close of business 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

TABLE OF CONTENTS

        This prospectus incorporates important business and financial information about us that is not included in or delivered with the document. This information is available without charge to you upon written or oral request to:

Harrah's Entertainment, Inc.
One Harrah's Court
Las Vegas, Nevada 89119
Attention: Corporate Secretary
(702) 407-6000

        To obtain timely delivery, you must request the information no later than five business days before the date you must make your investment decision, or no later than November 22, 2005.

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FORWARD-LOOKING STATEMENTS

        This prospectus and the other documents incorporated by reference into this prospectus contain or may contain "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. We have based these forward looking statements on our current expectations about future events. Further, statements that include words such as "may," "project," "might," "expect," "believe," "anticipate," "intend, " "could," "would," "estimate," "continue" or "pursue," or the negative of these words or other words or expressions of similar meaning may identify forward-looking statements. These forward-looking statements are found at various places throughout this prospectus and the other documents incorporated by reference. These forward-looking statements, including, without limitation, those relating to future actions, new projects, strategies, future performance, the outcome of contingencies such as legal proceedings and future financial results, in each case relating to Harrah's, wherever they occur in this prospectus or the other documents incorporated by reference herein, are necessarily estimates reflecting the best judgment of the management of Harrah's and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in this prospectus and incorporated by reference into this prospectus. In addition to the risk factors identified elsewhere, important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation:

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the effect of economic, credit and capital market conditions on the economy in general, and on gaming and hotel companies in particular;



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construction factors, including delays, zoning issues, environmental restrictions, soil and water conditions, weather and other hazards, site access matters and building permit issues;



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the effects of competition, including locations of competitors and operating and market competition;



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the effects of environmental and structural building conditions relating to our properties;



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our ability to timely and cost-effectively integrate into our operations the companies that we acquire, including with respect to our acquisition of Caesars;



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access to available and feasible financing on a timely basis;



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the ability of purchasers of any of our assets subject to sale agreements to close the purchases on a timely basis;



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changes in laws, including increased tax rates, regulations or accounting standards, third-party relations and approvals, and decisions of courts, regulators and governmental bodies;



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litigation outcomes and judicial actions, including gaming legislative action, referenda and taxation;



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the ability of customer-tracking, customer loyalty and yield-management programs to continue to increase customer loyalty and same store or hotel sales;



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the ability to recoup costs of capital investments through higher revenues;



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the on-going effects of Hurricanes Katrina and Rita on our Mississippi Gulf Coast, New Orleans and Lake Charles casinos and on the surrounding communities;



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acts of war or terrorist incidents; and

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abnormal gaming holds.

        You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus or, in the case of documents incorporated by reference, as of the date of those documents. We do not undertake any obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events, except as required by law.

MARKET DATA

        Market data used throughout this prospectus including information relating to our relative position in the casino and gaming industry is based on our good faith estimates, which estimates we based upon our review of internal surveys, independent industry publications and other publicly available information. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness.

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PROSPECTUS SUMMARY

        In this prospectus, the words "Harrah's Entertainment" refer to Harrah's Entertainment, Inc., a Delaware corporation, "Harrah's Operating" refer to Harrah's Operating Company, Inc., a Delaware corporation and wholly-owned subsidiary of Harrah's Entertainment, and "Harrah's," "we," "our," "ours," and "us" refer to Harrah's Entertainment and its consolidated subsidiaries, including without limitation Harrah's Operating, unless otherwise stated or the context otherwise requires. The following summary contains basic information about this offering. It may not contain all the information that is important to you. We urge you to read this entire prospectus carefully, including the "Risk Factors" section, the information incorporated by reference herein and the documents identified under "Where You Can Find More Information." The "Description of Exchange Notes" section of this prospectus contains more detailed information regarding the terms and conditions of the exchange notes.

The Company

        We are one of the leading casino entertainment providers in the world. Harrah's Entertainment's business is conducted through Harrah's Operating, a wholly-owned subsidiary, which owns or manages through various subsidiaries more than 40 casinos in three countries with more than 3 million square feet of gaming space and approximately 40,000 hotel rooms. Our casino entertainment facilities, operating primarily under the Harrah's, Caesar's and Horseshoe brand names, include twenty land-based casinos, fourteen riverboat or dockside casinos (including our Mississippi Gulf Coast, New Orleans and Lake Charles properties), a combination greyhound racetrack and casino, a combination thoroughbred racetrack and casino, and four managed casinos on Indian lands. We also operate casinos on three cruise ships. See "Recent Developments" on page 7 for a discussion of the effects of Hurricanes Katrina and Rita on our Mississippi Gulf Coast, New Orleans and Lake Charles properties.

        Our principal executive offices are located at One Harrah's Court, Las Vegas, Nevada 89119. Our telephone number is (702) 407-6000. The address of our internet site is http://www.harrahs.com. Any internet addresses provided in this prospectus are for informational purposes only and are not intended to be hyperlinks. Accordingly, no information in any of these internet addresses is included herein.

Summary of Property Information

        The following table sets forth our gaming operations as of June 30, 2005, including number of hotel rooms, slots and gaming tables, and casino square footage. The accompanying footnotes include updated information based on available estimates of the effects of Hurricanes Katrina and Rita.

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(1)

Approximate.

(2)

Construction on a hotel tower with an additional 949 rooms was completed in August 2005.

(3)

Harrah's New Orleans is closed as a result of damages caused by Hurricane Katrina in August 2005. We are currently unable to estimate when the facility will reopen. Construction on a hotel tower with approximately 450 rooms has been suspended. Construction on the hotel tower is expected to commence once services are restored to the New Orleans area and is expected to be completed in second quarter 2006. See "Recent Developments" on page 7.

(4)

In May 2005, Caesars entered into an agreement to sell this property. The transaction is expected to close during the fourth quarter of 2005.

(5)

This property is held for sale.

(6)

Harrah's Lake Charles is closed as a result of significant damage caused by Hurricane Rita in September 2005. We are currently unable to determine the amount of time needed to reconstruct the damaged assets. See "Recent Developments" on page 7.

(7)

We have an 80 percent ownership interest in and manage this property.

(8)

We own a 12.5 percent special limited partnership interest in a hotel adjacent to the Metropolis facility. A new 258-room hotel to be owned by us is under construction at the Metropolis facility and is expected to be completed in the second quarter of 2006.

(9)

In August 2005, our Grand Casino Biloxi and Grand Casino Gulfport were significantly damaged by Hurricane Katrina. We are currently unable to determine the amount of time needed to reconstruct the damaged assets. See "Recent Developments" on page 7.

(10)

The property is owned by us, leased to the operator, and managed by us for the operator for a fee pursuant to an agreement that expires in October 2024. The Bluffs Run Casino will be rebranded as a Horseshoe Casino in connection with a renovation and expansion scheduled for completion in the first quarter of 2006. The greyhound racetrack will retain the Bluff's Run brand.

(11)

Construction of a hotel addition with approximately 206 rooms was completed in August 2005.

(12)

These properties are owned by federally recognized Indian tribes. We have entered into management agreements with these tribes.

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(13)

Construction on a hotel tower with approximately 320 additional rooms was completed in July 2005 at Harrah's Cherokee.

(14)

We will not renew the management agreement for this property when it expires in January 2008.

(15)

We have an 86 percent ownership interest in and manage this property.

(16)

We have a 50 percent interest in Windsor Casino Limited, which manages Casino Windsor. The province of Ontario owns the complex.

(17)

We operate the Caesars Palace at Sea casinos on three cruise ships owned by Crystal Cruises, Inc. under an agreement that expires in December 2005.

Recent Developments

        On August 29, 2005, Hurricane Katrina hit the gulf coast impacting Harrah's properties on the Mississippi Gulf Coast and in New Orleans. On September 24, 2005, Hurricane Rita hit the gulf coast impacting Harrah's property in Lake Charles. We are currently unable to estimate the full extent of damage from Hurricane Katrina to our Harrah's New Orleans casino. However, we believe that our Grand Casino Biloxi and Grand Casino Gulfport are significantly damaged. We also believe that Hurricane Rita caused significant damage to Harrah's Lake Charles. We are unable to provide estimated reopening dates for each of these properties.

        We have property damage and business interruption insurance which applies to all of our assets in the New Orleans, Mississippi Gulf Coast and Lake Charles areas. We are working closely with our insurance carriers and claims adjusters to ascertain the full extent of the damage and the insurance amounts due to us. However, we have deductibles for this insurance and cannot, at this time, estimate the total loss, net of insurance proceeds.

        We believe that the impact on the surrounding communities, including damage to the infrastructure, major roads, utilities and the residential and commercial properties in these areas could negatively impact the local gaming industry and tourism for an extended period of time.

Ratio Of Earnings To Fixed Charges

        The following table sets forth information with respect to Harrah's Entertainment's consolidated ratios of earnings to fixed charges for the periods indicated:

        For purposes of computing this ratio, "earnings" consist of income before income taxes plus fixed charges (excluding capitalized interest) and minority interests (relating to subsidiaries whose fixed charges are included in the computation), excluding equity in undistributed earnings of less-than-50%-owned-investments. "Fixed charges" include interest whether expensed or capitalized, amortization of debt expense, discount or premium related to indebtedness and such portion of rental expense that we deem to be representative of interest. As required by the rules which govern the computation of this ratio, both earnings and fixed charges are adjusted where appropriate to include the financial results for Harrah's Entertainment's nonconsolidated majority-owned subsidiaries.

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THE EXCHANGE OFFER

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        We explain the exchange offer in greater detail beginning on page 31.

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THE EXCHANGE NOTES

        The form and terms of the exchange notes are the same as the form and terms of the private notes, except that the exchange notes will be registered under the Securities Act and, therefore, the exchange notes will not be subject to the transfer restrictions, registration rights and provisions providing for an increase in the interest rate applicable to the private notes. The exchange notes will evidence the same debt obligations as the private notes and both the private notes and the exchange notes, collectively, the "notes," are governed by the same indenture.

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        We explain the exchange notes in greater detail beginning on page 41.

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RISK FACTORS

        You should read carefully this entire prospectus and the documents incorporated by reference before participating in the exchange offer. Among the factors that may adversely affect our business, financial condition or results of operation are the following:

Risks Related to Investment in the Notes

Our substantial indebtedness could adversely affect our financial results and prevent us from fulfilling our obligations under the notes.

        We currently have a significant amount of indebtedness. At June 30, 2005, our total consolidated indebtedness was approximately $10.5 billion. The indenture will not restrict our ability to borrow substantial additional unsecured indebtedness in the future. If new indebtedness is added to our current debt levels, the related risks that we now face could increase.

        Our levels of indebtedness, including our increased levels of debt in connection with the recently completed merger with Caesars, could have important consequences for you, as a holder of the notes, including:

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limiting our ability to satisfy our obligations with respect to the notes;



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increasing our vulnerability to general adverse economic and industry conditions;



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limiting our ability to obtain additional financing to fund future working capital, capital expenditures, additional acquisitions and other general corporate requirements;



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requiring a substantial portion of our cash flow from operations for the payment of principal of, and interest on, our indebtedness and reducing our ability to use our cash flow to fund working capital, capital expenditures and general corporate requirements;



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limiting our flexibility in planning for, or reacting to, changes in our business and the industry; and



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placing us at a disadvantage compared to competitors with less indebtedness.

Servicing our indebtedness will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on our indebtedness, including the notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. Harrah's Entertainment is a holding company and Harrah's Operating conducts substantially all of its operations through its subsidiaries. As a result, our ability to meet our debt service obligations substantially depends upon our subsidiaries' cash flow and payments of funds to us by our subsidiaries. This ability, to some extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. An economic downturn in a region where we operate may adversely impact our business, results of operations and financial condition.

        Based on our current level of operations and recent acquisitions, including the acquisition of Caesars, we believe our cash flow from operations, available cash and available borrowings under our credit facility will be adequate to meet our liquidity needs for the foreseeable future. We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our credit facility in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the notes on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

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Although the notes are referred to as "senior notes," they will be effectively subordinated to our secured indebtedness and the indebtedness of Harrah's Operating's subsidiaries.

        The notes will be unsecured and therefore will be effectively subordinated to any secured indebtedness we may incur to the extent of the value of the assets securing such indebtedness. In the event of a bankruptcy or similar proceeding involving us, our assets which serve as collateral will be available to satisfy the obligations under any secured indebtedness before any payments are made on the notes. In addition, Harrah's Operating's subsidiaries will not guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of Harrah's Operating's subsidiaries, creditors of these subsidiaries will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to Harrah's Operating, except to the extent we may also have a claim as a creditor. Assuming we had completed this offering on June 30, 2005, the notes would have been effectively junior to approximately $133.6 million of indebtedness of subsidiaries of Harrah's Operating.

An active trading market may not develop for the notes.

        There is no existing trading market for the private notes. The initial purchasers have advised us that they currently intend to make a market in the exchange notes. The initial purchasers are not obligated to do so, however, and any market-making activities with respect to the exchange notes may be discontinued at any time without notice.

        We do not intend to apply for listing of the private notes or the exchange notes on any securities exchange or for quotation on The Nasdaq National Market.

        The liquidity of any market for the exchange notes will depend on a number of factors, including:

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the number of holders of the exchange notes;



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our performance;



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the market for similar securities;



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the interest of securities dealers in making a market in the exchange notes; and



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prevailing interest rates.

        We cannot assure you that an active market for the exchange notes will develop or, if developed, that it will continue.

If you do not properly tender your private notes, you will continue to hold unregistered private notes and your ability to transfer private notes will be adversely affected.

        We will only issue exchange notes in exchange for private notes that are timely received by the exchange agent. Therefore, you should allow sufficient time to ensure timely delivery of the private notes and you should carefully follow the instructions on how to tender your private notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the private notes. If you do not tender your private notes or if we do not accept your private notes because you did not tender your private notes properly, then, after we consummate the exchange offer, you may continue to hold private notes that are subject to the existing transfer restrictions. In addition, if you tender your private notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for private notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes.

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After the exchange offer is consummated, if you continue to hold any private notes, you may have difficulty selling them because there will be less private notes outstanding. In addition, if a large amount of private notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of such exchange notes.

Risks Relating to Harrah's Entertainment's Operations

If we are unable to effectively compete against our competitors, our profits will decline.

        The gaming industry is highly competitive and our competitors vary considerably by their size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, level of amenities, management talent and geographic diversity. In certain areas, such as Las Vegas, we compete with a wide range of casinos, some of which are significantly larger and offer substantially more non-gaming activities to attract customers. We also compete with other non-gaming resorts and vacation areas, and with various other entertainment businesses.

        In recent years, with fewer new markets opening for development, competition in existing markets has intensified. The expansion of existing casino entertainment properties, the increase in the number of properties and the aggressive marketing strategies of many of our competitors have increased competition in many markets in which we compete, and this intense competition is expected to continue. These competitive pressures have and are expected to continue to adversely affect our financial performance in certain markets.

        In particular, our business may be adversely impacted by the additional gaming and room capacity in Nevada, New Jersey, Mississippi, Missouri, Michigan, Indiana, Iowa, Illinois and Louisiana and in Canada and/or other projects not yet announced in any of the other markets in which we operate. In addition, our operations located in the states of New Jersey and Nevada may be adversely impacted by the expansion of Native American gaming in New York and California.

We are subject to extensive governmental regulation and taxation policies, the enforcement of which could adversely impact our business, financial condition and results of operations.

        We are subject to extensive gaming regulations and political and regulatory uncertainty. Regulatory authorities at the U.S. Federal, state and local levels have broad powers with respect to the licensing of casino operations and may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines and take other actions, any one of which could adversely impact our business, financial condition and results of operations. From time to time, individual jurisdictions have also considered legislation or referendums, which could adversely impact our operations. The likelihood or outcome of similar legislation and referendums in the future cannot be predicted.

        The casino entertainment industry represents a significant source of tax revenues to the various jurisdictions in which casinos operate. From time to time, various state and federal legislators and officials have proposed changes in tax laws, or in the administration of such laws, including increases in tax rates, which would affect the industry. If adopted, such changes could adversely impact our business, financial condition and results of operations.

The development and construction of new hotels, casinos and gaming venues and the expansion or reconstruction of existing ones are susceptible to delays, cost overruns and other uncertainties, which could have an adverse impact on our business, financial condition and results of operations.

        We may decide to develop, construct and open new hotels, casinos and other gaming venues in response to opportunities that may arise in addition to continuing to develop projects that were undertaken by Caesars. Future development projects and acquisitions may require significant capital

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commitments and could result in potentially dilutive issuances of equity securities, the incurrence of additional debt, guarantees of third party-debt, the incurrence of contingent liabilities and an increase in amortization expenses related to amortizing intangible assets, which could have a material adverse effect upon our business, financial condition and results of operations. The development and construction of new hotels, casinos and gaming venues and the expansion or reconstruction of existing ones are susceptible to various risks and uncertainties, such as:

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the existence of acceptable market conditions and demand for the completed project;



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general construction risks, including cost overruns, change orders and plan or specification modification, shortages of equipment, materials or skilled labor, labor disputes, unforeseen environmental, engineering or geological problems, work stoppages, fire and other natural disasters, construction scheduling problems and weather interferences;



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changes and concessions required by governmental or regulatory authorities;



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delays in obtaining, or inability to obtain, all licenses, permits and authorizations required to complete the project; and



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disruption to our existing operations and facilities.

        Our failure to complete any new development, expansion or reconstruction project as planned, on schedule, within budget and in a manner that generates anticipated profits could have an adverse impact on our business, financial condition and results of operations.

We may not realize all of the anticipated benefits of the merger with Caesars.

        Our ability to realize the anticipated benefits of the merger with Caesars will depend, in part, on our ability to integrate the businesses of Caesars with our businesses. The combination of two independent companies is a complex, costly and time-consuming process. This process may disrupt the business of either or both of the companies, and may not result in the full benefits expected by us. The difficulties of combining the operations of the companies include, among others:

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coordinating marketing functions;



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unanticipated issues in integrating information, communications and other systems;



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unanticipated incompatibility of purchasing, logistics, marketing and administration methods;



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retaining key employees;



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consolidating corporate and administrative infrastructures;



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the diversion of management's attention from ongoing business concerns; and



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coordinating geographically separate organizations.

        We cannot assure you that the combination of Caesars with us will result in the realization of the full benefits anticipated from the merger.

The risks associated with our international operations could reduce our profits.

        Some of our properties are located in countries outside the United States. International operations are subject to inherent risks including:

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variation in local economies;



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currency fluctuation;



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greater difficulty in accounts receivable collection;

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trade barriers;



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burden of complying with a variety of international laws; and



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political and economic instability.

        In addition, we have announced plans to develop and operate a casino in the United Kingdom, partnering with Quintain Estates and Development Group at the Wembley National Soccer Stadium in London. The statutory gaming laws of the United Kingdom were reformed on April 8, 2005. The legislation authorized one "regional" casino, which is anticipated to have approximately 1,250 U.S. style slot machines. The location of the regional casino has not been determined. Published reports have indicated that the location will be determined based on regeneration benefits.

Acts of terrorism, war or other natural disasters may negatively impact our future profits.

        Terrorist attacks and other acts of war or hostility have created many economic and political uncertainties. We cannot predict the extent to which terrorism, security alerts or the war in Iraq will continue to directly or indirectly impact our business and operating results. For example, the United States Coast Guard is considering regulations designed to increase homeland security, which, if passed, could affect some of our properties and require significant expenditures to bring such properties into compliance. As a consequence of the threat of terrorist attacks and other acts of war or hostility in the future, premiums for a variety of insurance products have increased, and some types of insurance are no longer available. Given current conditions in the global insurance markets, we are predominately uninsured for losses and interruptions caused by terrorist acts and acts of war. In addition, natural disasters such as major fires, floods, hurricanes and earthquakes could also adversely impact our business and operating results. Such events could lead to the loss of use of one or more of our properties for an extended period of time and disrupt our ability to attract customers to certain of our gaming facilities. If any such event were to affect our properties, we would likely be adversely impacted.

Work stoppages and other labor problems could negatively impact our future profits.

        Some of our employees are represented by labor unions. A lengthy strike or other work stoppages at one of our casino properties or construction projects could have an adverse effect on our business and results of operations. From time to time we have also experienced attempts to unionize certain of our non-union employees. While these efforts have achieved only limited success to date, we cannot provide any assurance that we will not experience additional and more successful union activity in the future.

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USE OF PROCEEDS

        The exchange offer satisfies an obligation under the registration rights agreement. We will not receive any cash proceeds from the exchange offer.

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SELECTED FINANCIAL DATA

        The selected consolidated financial data below for the five years ended December 31, 2004, should be read in conjunction with the consolidated financial statements and accompanying notes thereto filed in our Annual Report on Form 10-K filed with the SEC on March 1, 2005. The financial data for the six months ended June 30, 2004 and 2005, is derived from our unaudited consolidated condensed financial statements. The unaudited results reflect all the adjustments (consisting only of normal recurring adjustments) that our management considers necessary for a fair presentation of operating results. The operating results for the six months ended June 30, 2005, are not necessarily indicative of the results that will be achieved for a full year. The information is only a summary and should be read in conjunction with (i) the unaudited pro forma condensed combined financial statements and accompanying notes contained in this prospectus as described under "Unaudited Pro Forma Condensed Combined Financial Statements," and (ii) the consolidated financial statements, accompanying notes and management's discussion and analysis of results of operations and financial condition of Harrah's Entertainment, all of which can be found in publicly available documents, including those incorporated by reference into this prospectus. See "Where You Can Find More Information."

(1)

Our pro forma results have been adjusted to give pro forma effect to our merger with Caesars as if that transaction had occurred on January 1, 2005.

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(2)

Our results for the first six months 2005 include the financial results of Horseshoe Gaming Holding Corp., the financial results of Caesars from June 13, 2005, $25.1 million in pretax charges for write-downs, reserves and recoveries and $20.7 million in pretax charges related to our merger with Caesars. First six months 2005 results reflect Harrah's Tunica and Harrah's East Chicago as discontinued operations through the date of their sale in April 2005.

(3)

Our results for the first six months of 2004 include $1.7 million in pretax credits for write-downs, reserves and recoveries. First six months 2004 results reflect Harrah's Tunica and Harrah's East Chicago as discontinued operations.

(4)

Our pro forma results have been adjusted to give pro forma effect to the acquisition of Horseshoe Gaming Holding Corp. by us and to our merger with Caesars as if those transactions had occurred on January 1, 2004.

(5)

Our results for the year 2004 include the financial results of Horseshoe Gaming Holding Corp. from July 1, 2004, its date of acquisition, $9.6 million in pretax charges for write-downs, reserves and recoveries and $2.3 million in pretax charges related to our merger with Caesars. 2004 results reflect Harrah's Tunica and Harrah's East Chicago as discontinued operations.

(6)

Our results for the year 2003 include $10.5 million in pretax charges for write-downs, reserves and recoveries and $19.1 million in charges for premiums paid for, and write-offs associated with, debt retired before maturity. 2003 results reflect Harveys Colorado, Harrah's Vicksburg, Harrah's Tunica and Harrah's East Chicago as discontinued operations.

(7)

Our results for 2002 include $4.5 million in pretax charges for write-downs, reserves and recoveries, a $6.1 million charge for our exposure under a letter of credit issued on behalf of National Airlines, Inc. and a charge of $91.2 million, net of tax benefits of $2.8 million related to a change in accounting principle. 2002 also includes the financial results of Jazz Casino Company LLC from the date of acquisition by us of a majority ownership interest on June 7, 2002. 2002 results reflect Harveys Colorado, Harrah's Vicksburg, Harrah's Tunica and Harrah's East Chicago as discontinued operations.

(8)

Our 2001 results include $17.2 million in pretax charges for write-downs, reserves and recoveries and $26.2 million of income from dispositions of nonstrategic assets and the settlement of a contingency related to a former affiliate. 2001 also includes the financial results of Harveys Casino Resorts from its July 31, 2001, date of acquisition. 2001 results reflect Harveys Colorado, Harrah's Vicksburg, Harrah's Tunica and Harrah's East Chicago as discontinued operations.

(9)

Our 2000 results include $220.0 million in pretax reserves for receivables not expected to be recovered from JCC Holding Company and its subsidiary, Jazz Casino Company LLC, $6.1 million in pretax charges for other write-downs, reserves and recoveries and $39.4 million in pretax write-offs and reserves for our investment in, loans to and net estimated exposure under letters of credit issued on behalf of National Airlines, Inc. 2000 also includes the financial results of Players International, Inc. from its March 22, 2000, date of acquisition. 2000 results reflect Harrah's Vicksburg, Harrah's Tunica and Harrah's East Chicago as discontinued operations.

(10)

For purposes of computing the ratio of earnings to fixed changes, "earnings" consist of income before income taxes plus fixed charges (excluding capitalized interest) and minority interests (relating to subsidiaries whose fixed charges are included in the computation), excluding equity in undistributed earnings of less-than-50%-owned-investments. "Fixed charges" include interest whether expensed or capitalized, amortization of debt expense, discount or premium related to indebtedness and such portion of rental expense that we deem to be representative of interest. As required by the rules which govern the computation of this ratio, both earnings and fixed charges are adjusted where appropriate to include the financial results for Harrah's Entertainment's nonconsolidated majority-owned subsidiaries.

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HARRAH'S ENTERTAINMENT, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

        The following unaudited pro forma condensed combined financial statements are derived from and should be read in conjunction with historical consolidated financial statements and related notes of Harrah's Entertainment, Inc. ("Harrah's Entertainment"), Horseshoe Gaming Holding Corp. ("Horseshoe") and Caesars Entertainment, Inc. ("Caesars"). Harrah's Entertainment, through its wholly-owned subsidiary, Harrah's Operating Company ("Harrah's Operating"), acquired Horseshoe on July 1, 2004. On June 13, 2005, Caesars was merged with and into Harrah's Operating, with Harrah's Operating as the surviving corporation.

        The unaudited pro forma condensed combined statement of income for the six months ended June 30, 2005, gives effect to:

•

the merger of Caesars with Harrah's Operating;



•

Caesars' sale in March 2005 of its ownership and management interests in Caesars Gauteng, a casino resort near Johannesburg, South Africa;



•

Harrah's Entertainment's and Caesars' sales of the assets and certain related current liabilities of Harrah's Entertainment's East Chicago and Tunica properties and of Caesars' Atlantic City Hilton and Bally's Tunica properties, which were completed in April 2005;



•

Caesars' sale in June 2005 of its equity interests of Belle of Orleans, LLC, which did business as Bally's Casino New Orleans;



•

Caesars' sale of the assets and certain related liabilities of Caesars Tahoe, which was completed in June 2005;



•

Caesars' sale of its interests in Casino Nova Scotia Halifax and Casino Nova Scotia Sydney, which was completed in May 2005; and



•

Harrah's Entertainment's financing of the cash portion of the Caesars merger with $1.9 billion in new debt, including estimated acquisition costs.

        The unaudited pro forma condensed combined statement of income for the year ended December 31, 2004, gives effect to:

•

Harrah's Entertainment's acquisition of Horseshoe;



•

certain adjustments that are directly attributable to the acquisition of Horseshoe and will have continuing impact, including certain operational benefits arising from the elimination of duplicative corporate office and operational support functions;



•

Harrah's Entertainment's financing of the Horseshoe acquisition and refinancing of the existing indebtedness of Horseshoe, including the redemption of all of Horseshoe's $535 million, face amount, 8 5/8% Senior Subordinated Notes;



•

Harrah's Entertainment's sale of all of the outstanding limited and general partnership interests of the partnership that owns Harrah's Shreveport Hotel and Casino ("Harrah's Shreveport"), which was completed in May 2004;



•

Caesars' sale in March 2005 of its ownership and management interests in Caesars Gauteng, a casino resort near Johannesburg, South Africa;



•

Harrah's Entertainment's and Caesars' sales of the assets and certain related current liabilities of Harrah's Entertainment's East Chicago and Tunica properties and of Caesars' Atlantic City Hilton and Bally's Tunica properties, which were completed in April 2005;

21

•

Caesars' sale in June 2005 of the equity interests of Belle of Orleans, LLC, which does business as Bally's Casino New Orleans;



•

Caesars' sale of the assets and certain related liabilities of Caesars Tahoe, which was completed in June 2005;



•

Caesars' sale of its interests in Casino Nova Scotia Halifax and Casino Nova Scotia Sydney, which was completed in May 2005;



•

the merger of Caesars with Harrah's Operating, after giving pro forma effect to Harrah's sale of Harrah's Shreveport, acquisition of Horseshoe and sales of Harrah's East Chicago and Harrah's Tunica and to Caesars' sales of Caesars' Atlantic City Hilton, Bally's Tunica, Bally's Casino New Orleans, Caesars Tahoe, Casino Nova Scotia Halifax, Casino Nova Scotia Sydney and its interests in Caesars Gauteng; and



•

Harrah's Entertainment's financing of the cash portion of the Caesars merger with $1.9 billion in new debt, including estimated acquisition costs.

        The unaudited pro forma condensed combined statements of income assume that each of these transactions were consummated at the beginning of 2005 and 2004.

        The unaudited pro forma condensed combined financial statements have been prepared based upon currently available information and assumptions that are deemed appropriate by Harrah's Entertainment's management. The pro forma information is for informational purposes only and is not intended to be indicative of the actual consolidated results that would have been reported had the transactions occurred on the dates indicated, nor does the information represent a forecast of the combined financial results of Harrah's Entertainment, Horseshoe and Caesars for any future period.

22

HARRAH'S ENTERTAINMENT, INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2005

(unaudited)

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

23

HARRAH'S ENTERTAINMENT, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2004
(unaudited)