Edgar Filing: HARRAHS ENTERTAINMENT INC

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-118774

PROSPECTUS

HARRAH'S OPERATING COMPANY, INC.

OFFER TO EXCHANGE
$750,000,000 principal amount of our
5.50% Senior Notes due 2010,
which have been registered under the Securities Act,
for any and all of our outstanding unregistered 5.50% Senior Notes due 2010

Material Terms of the Exchange Offer

•: The exchange offer expires at 5:00 p.m., New York City time, on October 15, 2004, unless extended.
•: We will exchange all outstanding 5.50% Senior Notes due 2010, or the private notes, that are validly tendered and not validly withdrawn for an equal principal amount of a new series of notes which are registered under the Securities Act, or the exchange notes.
•: The exchange notes will mature on July 1, 2010. Interest on the exchange notes will accrue at 5.50% per year. Interest will be payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2005.
•: You may withdraw tenders of private notes at any time before the exchange offer expires.
•: 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.
•: The exchange of notes will not be a taxable event for U.S. federal income tax purposes.
•: We will not receive any proceeds from the exchange offer.
•: 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.
•: You may tender private notes only in denominations of $1,000 and multiples of $1,000.
•: Our affiliates may not participate in the exchange offer.
•: 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.
•: 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 17 of this document 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 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 September 16, 2004.

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. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended. 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

FORWARD-LOOKING STATEMENTS		4
MARKET DATA		4
PROSPECTUS SUMMARY		5
RISK FACTORS		17
USE OF PROCEEDS		22
SELECTED FINANCIAL DATA		22
SUMMARY UNAUDITED PRO FORMA FINANCIAL AND OTHER DATA		26
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA		27
REGULATION AND LICENSING		36
THE EXCHANGE OFFER		38
DESCRIPTION OF EXCHANGE NOTES		49
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE		62
PLAN OF DISTRIBUTION		63
LEGAL MATTERS		64
EXPERTS		64
WHERE YOU CAN FIND MORE INFORMATION		65
DOCUMENTS INCORPORATED BY REFERENCE		66

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 October 7, 2004.

FORWARD-LOOKING STATEMENTS

This prospectus and the other documents incorporated by reference into this prospectus may include "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as "may," "will," "project," "might," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," "continue" or "pursue," or the negative or other variations thereof or comparable terminology. In particular, they include, statements relating to, among other things, future actions, new projects, strategies, future performance, the outcome of contingencies such as legal proceedings and future financial results. We have based these forward-looking statements on our current expectations and projections about future events.

We caution the reader that forward-looking statements involve risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors as well as other factors described from time to time in our reports filed with the Securities and Exchange Commission, or the SEC:

•: our ability to complete our proposed merger with Caesars Entertainment, Inc., or Caesars, and to timely and cost-effectively integrate Caesars and Horseshoe Gaming Holding Corp. into our operations;
•: the effects of economic, credit and capital market conditions on the economy in general, and on gaming and hotel companies in particular;
•: construction factors, including delays, zoning issues, environmental restrictions, soil and water conditions, weather and other hazards, site access matters and building permit issues;
•: the effects of environmental and structural building conditions relating to our properties;
•: access to available and feasible financing, including financing for our proposed merger with Caesars on a timely basis;
•: changes in laws (including increased tax rates), regulations or accounting standards, third-party relations and approvals, and decisions of courts, regulators and governmental bodies;
•: litigation outcomes and judicial actions, including gaming legislative action, referenda and taxation;
•: the ability of our customer-tracking, customer loyalty and yield-management programs to continue to increase customer loyalty and same store sales;
•: our ability to recoup costs of capital investments through higher revenues;
•: acts of war or terrorist incidents;
•: abnormal gaming holds; and
•: the effects of competition, including locations of competitors and operating and market competition.

Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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.

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 companies in the United States, operating in more markets than any other casino company and offering a Harrah's casino experience within a three-hour drive of over half of the U.S. adult population. Our casino entertainment facilities, operating primarily under the Harrah's, Rio, Showboat, Horseshoe and Harveys brand names, include eleven land-based casinos, eleven riverboat or dockside casinos, a greyhound racing facility, a thoroughbred racetrack and four casinos on Indian reservations. As discussed in "Recent Developments" below, we recently signed a definitive agreement to merge with Caesars.

The following table sets forth our gaming operations as of June 30, 2004, including casino square footage and the number of hotel rooms, slots and gaming tables. The Horseshoe properties, which we acquired on July 1, 2004, are also included in the table.

Summary of Property Information

Market/Property		Type of Casino	Casino Square Footage(1)	Hotel Rooms(1)		Slots(1)	Gaming Tables(1)
Atlantic City, New Jersey
	Harrah's Atlantic City	Land-based	126,000	1,630		4,130	70
	Atlantic City Showboat	Land-based	116,000	1,310		3,980	55
Las Vegas, Nevada
	Harrah's Las Vegas	Land-based	88,000	2,530		1,370	80
	Rio Suite Hotel & Casino	Land-based	107,000	2,550		1,150	80
	Binion's Horseshoe Las Vegas(2)	Land-based	88,000	370		750	60
Lake Tahoe, Nevada
	Harrah's Lake Tahoe	Land-based	58,000	530		1,200	70
	Bill's Casino	Land-based	18,000	—		500	15
	Harveys Resort & Casino	Land-based	63,000	740		1,010	75
New Orleans, Louisiana
	Harrah's New Orleans	Land-based	100,000	—	(3)	2,030	120
Reno, Nevada
	Harrah's Reno	Land-based	57,000	930		1,140	60
Laughlin, Nevada
	Harrah's Laughlin	Land-based	47,000	1,560		1,060	40
Lake Charles, Louisiana
	Harrah's Lake Charles	Dockside	60,000	260		1,220	80
Chicago, Illinois area
	Harrah's Joliet (Illinois)	Dockside	39,000	200		1,210	20
	Harrah's East Chicago (Indiana)	Dockside	54,000	290		1,910	70
	Horseshoe Casino Hammond (Indiana)	Dockside	48,000	—		2,010	50
Metropolis, Illinois
	Harrah's Metropolis	Dockside	30,000	120	(4)	1,200	20
Tunica, Mississippi
	Harrah's Tunica	Dockside	35,000	200		1,180	20
	Horseshoe Tunica Casino	Dockside	63,000	510		2,110	90
Council Bluffs, Iowa
	Harrah's Council Bluffs	Riverboat	28,000	250		1,190	35
	Bluffs Run Casino(5)	Dog Racing Facility	40,000	—		1,500	—
Bossier City, Louisiana
	Harrah's Louisiana Downs(6)	Thoroughbred Racing Facility	15,000	—		1,400	—
	Horseshoe Bossier City Casino	Dockside	30,000	610		1,690	50
North Kansas City, Missouri
	Harrah's North Kansas City	Dockside	60,000	200	(7)	1,730	50
St. Louis, Missouri
	Harrah's St. Louis	Dockside	120,000	500	(8)	2,650	60

Phoenix, Arizona
	Harrah's Phoenix Ak-Chin Casino(9)	Indian Reservation	48,000	150		800	20
Cherokee, North Carolina
	Harrah's Cherokee Smoky Mountains Casino(9)	Indian Reservation	80,000	250	(10)	3,310	30
Topeka, Kansas
	Harrah's Prairie Band Casino-Topeka(9)	Indian Reservation	33,000	300	(11)	1,020	30
San Diego, California
	Harrah's Rincon Casino and Resort(9)	Indian Reservation	58,000	190	(12)	1,540	40

Total			1,709,000	16,180		45,990	1,390

(1): Approximate.
(2): This property reopened in April 2004. We manage the Binion's Horseshoe on behalf of MTR Gaming. Our management agreement is for one year with an option to extend the agreement for two additional years.
(3): Construction on a hotel tower with approximately 450 rooms is currently underway and is expected to be completed in mid-2006.
(4): A hotel is adjacent to the Metropolis facility in which we own a 12.5% special limited partnership interest. Construction will begin in the third quarter of 2004 on a hotel with approximately 260 rooms and is expected to be completed in the first quarter of 2006.
(5): 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.
(6): The new permanent casino facility with approximately 1,400 slot machines opened in the second quarter of 2004.
(7): Construction of a hotel addition with approximately 200 rooms is currently underway and is expected to be completed by the end of 2005.
(8): Includes 210 rooms in a second hotel tower that was completed in the third quarter of 2004.
(9): These properties are owned by federally recognized indian tribes. We have entered into management agreements with these tribes.
(10): Construction on a hotel tower with approximately 320 rooms is currently underway at Harrah's Cherokee and is expected to be completed in the second quarter of 2005.
(11): Includes the addition of approximately 200 hotel rooms completed in the third quarter of 2004.
(12): Construction is underway to expand Harrah's Rincon, which will include a hotel tower with approximately 460 rooms and is expected to be completed by the end of 2004.

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.

Recent Developments

Acquisition of Horseshoe Gaming Holding Corp.

On July 1, 2004, we consummated our acquisition of Horseshoe Gaming Holding Corp., or Horseshoe, for approximately $1.5 billion, including the assumption of approximately $535 million, face amount, in outstanding 8⁵/8% senior subordinated notes, plus reimbursements to Horseshoe for certain capital expenditures and acquisition-related costs. On July 1 we also called for redemption of all $535 million of the outstanding 8⁵/8% senior subordinated notes and we completed the redemption of these notes on August 2, 2004.

The addition of the Horseshoe properties included approximately 141,000 square feet of casino space, more than 5,800 slot machines and 190 gaming tables to serve our customers. The Horseshoe acquisition raises our U.S. portfolio of owned or managed properties to 28.

Pending Merger with Caesars Entertainment, Inc.

On July 14, 2004, we signed a definitive agreement to merge with Caesars in a cash and stock transaction. Under the terms of the agreement, Caesars' stockholders will receive either $17.75 in cash or 0.3247 shares of Harrah's Entertainment's common stock for each outstanding share of Caesars' common stock, subject to limitations on the aggregate amount of cash to be paid and the number of shares of stock to be issued. The total estimated transaction value, calculated as of July 14, 2004, was approximately $9.4 billion, which includes the assumption of Caesars' approximately $4.6 billion in outstanding debt. The agreement also calls for a certain number of Caesars' current directors to join our board.

Caesars had $4.5 billion in annual net revenue for the fiscal year ended December 31, 2003 and, as of June 30, 2004, operated 28 casinos worldwide, including four on the Las Vegas Strip; three in Atlantic City; five in Mississippi; five others in Nevada, Indiana and Louisiana; one in Delaware; three in Canada; two in Australia; one each in South Africa and Uruguay; and three more aboard seagoing cruise ships. These Caesars' properties include two million square feet of gaming space and 26,000 hotel rooms. The transaction remains subject to approvals by our and Caesars' stockholders and regulatory agencies. In addition, both Caesars and Harrah's are obligated under the terms of the merger agreement to take specified actions, subject to certain limitations, including selling or otherwise divesting certain of their respective gaming properties and operations, in order to obtain the required consents or approvals in connection with antitrust regulations. As a result, certain properties listed below and certain properties of Harrah's may be sold prior to the completion of the merger with Caesars.

The following table presents selected statistics about Caesars' properties as of December 31, 2003. Except where noted, Caesars owns, through its subsidiaries, a 100% interest in each of these properties.

Name and Location(1)		Approximate Casino Square Footage(2)	Approximate Number of Rooms/Suites	Approximate Number of Slots	Approximate Number of Tables

Western Region:(3)
	Caesars Palace	166,000	2,408	1,913	120
	Paris Las Vegas	85,000	2,916	1,558	98
	Bally's Las Vegas	83,000	2,814	1,524	61
	Flamingo Las Vegas	77,000	3,455	1,619	92
	Caesars Tahoe(4)	42,000	440	1,085	57
	Reno Hilton	107,000	1,995	1,330	47
	Flamingo Laughlin	57,000	1,907	1,416	51
Eastern Region:
	Bally's Atlantic City	225,000	1,745	6,144	197
	Caesars Atlantic City	125,000	1,140	3,408	127
	Atlantic City Hilton	60,000	804	2,019	85
	Dover Downs(5)	80,000	232	2,000	—
Mid-South Region:
	Grand Casino Biloxi	134,000	975	2,792	85
	Grand Casino Gulfport	102,000	1,001	2,147	71
	Grand Casino Tunica	136,000	1,356	2,524	81
	Sheraton Casino & Hotel	33,000	134	1,387	37
	Bally's Casino Tunica	40,000	238	1,307	37
	Caesars Indiana(6)	87,000	503	2,469	141
	Bally's Casino New Orleans	30,000	—	1,221	30
International Region:
	Conrad Jupiters Gold Coast(7)	68,000	594	1,403	103
	Conrad Treasury Brisbane(7)	71,000	130	1,329	88
	Conrad Punta del Este Resort and Casino(8)	45,000	302	552	71
	Casino Nova Scotia-Halifax(9)	32,000	352	755	34
	Casino Nova Scotia-Sydney(9)	16,000	—	375	10
	Casino Windsor(10)	100,000	389	3,298	85
	Caesars Gauteng(11)	105,000	276	1,500	50
	S.S. Crystal Harmony(12)	3,000	—	87	8
	S.S. Crystal Symphony(12)	4,000	—	115	8
	S.S. Crystal Serenity(12)	4,000	—	93	8

Total		2,117,000	26,106	47,370	1,882

(1): The information presented in this table has been obtained from Caesars' Registration Statement on Form S-3, as filed with the Securities and Exchange Commission on May 19, 2004.
(2): Includes square footage attributable to race and sports books.
(3): On June 18, 2004, Caesars announced the completion of its sale of the Las Vegas Hilton to an affiliate of Colony Capital, LLC, for approximately $286 million.
(4): Caesars leases the building that houses the hotel and casino and leases the underlying land pursuant to a long-term ground and structure lease.

(5): Caesars provides management services to the casino at the Dover Downs racetrack in Delaware. Caesars' management agreement with Dover Downs expires in December 2004.
(6): Caesars manages Caesars Indiana and owns an 82% interest in a joint venture that owns this property.
(7): Caesars provides management services to these properties.
(8): Caesars has a 46.4% ownership interest in and manages this property.
(9): Caesars has a 95% interest in Metropolitan Entertainment Group, which operates the two properties on behalf of the Nova Scotia Gaming Corporation pursuant to an operating contract.
(10): Caesars has a 50% interest in Windsor Casino Limited, which operates Casino Windsor. The province of Ontario owns the complex.
(11): Caesars has a 25% interest in a joint venture that owns Caesars Gauteng and a 50% interest in a joint venture that manages Caesars Gauteng.
(12): Caesars operates the Caesars Palace at Sea casinos on three cruise ships owned by Crystal Cruises, Inc.

THE EXCHANGE OFFER

The Exchange Offer	We are offering to exchange our exchange notes for our outstanding private notes properly tendered and accepted. You may tender private notes only in denominations of $1,000 and multiples of $1,000. We will issue the exchange notes on or promptly after the date that the exchange offer expires. As of the date of this prospectus, $750,000,000 in aggregate principal amount of private notes are outstanding.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on October 15, 2004, unless extended, in which case the expiration date will mean the latest date and time to which we extend the exchange offer.
Conditions to the Exchange Offer	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. The exchange offer is not conditioned upon any minimum principal amount of private notes being tendered for exchange.
Procedures for Tendering Private Notes	If you wish to tender your private notes for exchange notes pursuant to the exchange offer you must transmit to the U.S. Bank National Association as exchange agent, on or before the expiration date, either:
	•	a computer generated message transmitted through The Depository Trust Company's Automated Tender Offer Program system and received by the exchange agent and forming a part of a confirmation of book-entry transfer in which you acknowledge and agree to be bound by the terms of the letter of transmittal; or
	•	a properly completed and duly executed letter of transmittal, which accompanies this prospectus, or a facsimile of the letter of transmittal, together with your private notes and any other required documentation, to the exchange agent at its address listed in this prospectus and on the front cover of the letter of transmittal.

		If you cannot satisfy either of these procedures on a timely basis, then you should comply with the guaranteed delivery procedures described below. By executing the letter of transmittal, you will make the representations to us described under "The Exchange Offer—Procedures for Tendering."
Special Procedures for Beneficial Owners		If you are a beneficial owner whose private notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your private notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must either (1) make appropriate arrangements to register ownership of the private notes in your name or (2) obtain a properly completed bond power from the registered holder, before completing and executing the letter of transmittal and delivering your private notes.
Guaranteed Delivery Procedures		If you wish to tender your private notes and time will not permit the documents required by the letter of transmittal to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, you must tender your private notes according to the guaranteed delivery procedures described in this prospectus under the heading "The Exchange Offer—Guaranteed Delivery Procedures."
Acceptance of Private Notes and Delivery of Exchange Notes		Subject to the satisfaction or waiver of the conditions to the exchange offer, we will accept for exchange any and all private notes which are validly tendered in the exchange offer and not withdrawn before 5:00 p.m., New York City time, on the expiration date.
Withdrawal Rights		You may withdraw the tender of your private notes at any time before 5:00 p.m., New York City time, on the expiration date, by complying with the procedures for withdrawal described in this prospectus under the heading "The Exchange Offer—Withdrawal of Tenders."
Liquidated Damages		We issued the private notes on June 25, 2004, to the initial purchasers pursuant to a purchase agreement. At the same time, we entered into a registration rights agreement, or the registration rights agreement, with the initial purchasers requiring us to make the exchange offer. The registration rights agreement also required us to:

	•	cause the registration statement filed with respect to the exchange offer to be declared effective by December 22, 2004; and
	•	consummate the exchange offer by January 21, 2005.
Exchange Agent	U.S. Bank National Association, the trustee under the indenture governing the private notes, is serving as the exchange agent.
Consequences of Failure to Exchange Notes	If you do not exchange your private notes for exchange notes, you will continue to be subject to the restrictions on transfer provided in the private notes and in the indenture governing the private notes. In general, the private notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently plan to register the private notes under the Securities Act.
Registration Rights Agreement	You are entitled to exchange your private notes for exchange notes with substantially identical terms pursuant to the registration rights agreement. The exchange offer satisfies this right. After the exchange offer is completed, you will no longer be entitled to any exchange or registration rights with respect to your private notes. Under the circumstances described in the registration rights agreement, you may require us to file a shelf registration statement under the Securities Act.
Broker-Dealer	Each broker-dealer that receives exchange notes for its own account 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, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See "Plan of Distribution."

We explain the exchange offer in greater detail beginning on page 38.

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 as the private notes and both the private notes and the exchange notes, collectively, the "notes," are governed by the same indenture.

Total Amount of Exchange Notes Offered	Up to $750,000,000 aggregate principal amount of 5.50% Senior Notes due 2010, which have been registered under the Securities Act.
Maturity	July 1, 2010.
Interest	5.50% per year.
Interest Payment Dates	January 1 and July 1 of each year, beginning on January 1, 2005.
Optional Redemption	We may redeem some or all of the exchange notes at any time prior to their maturity at the redemption price described in the "Description of Exchange Notes—Optional Redemption" section.
Guarantee	Harrah's Entertainment will unconditionally guarantee the exchange notes. However, because Harrah's Entertainment's sole material asset is its equity interest in Harrah's Operating, Harrah's Entertainment is dependent on the receipt of dividends or other payments from Harrah's Operating to make payments on the guarantee of the exchange notes.
Ranking	The exchange notes will be unsecured senior obligations of Harrah's Operating and will:
	•	rank equally and ratably with all existing and future unsecured and unsubordinated debt of Harrah's Operating;
	•	rank senior to all existing and any future subordinated debt of Harrah's Operating;
	•	be effectively junior to any secured debt of Harrah's Operating; and
	•	be effectively junior to all existing and future debt and other liabilities of Harrah's Operating's subsidiaries.

	At June 30, 2004, the private notes ranked equal in right of payment with $2.1 billion of other senior indebtedness of Harrah's Operating, including $121.0 million under our credit facility. On July 1, 2004, we also borrowed approximately $1.0 billion under our existing credit facilities to finance the acquisition of Horseshoe. In addition, in connection with the proposed merger with Caesars, Harrah's Operating anticipates incurring at least $1.9 billion of senior indebtedness to pay the merger consideration, and assuming all of Caesars' outstanding debt. All of such senior indebtedness assumed or incurred in connection with the Caesars merger would also rank equal in right of payment with the exchange notes.
	As of June 30, 2004, of our total indebtedness, $94.5 million represented obligations of Harrah's Operating's subsidiaries, all of which effectively rank senior to the private notes. In addition, upon consummation of the proposed merger with Caesars, the exchange notes would be effectively subordinated to the indebtedness of Caesars' subsidiaries, which as of June 30, 2004, was approximately $3 million.
Sinking Fund	None.
Covenants	The indenture governing the notes contains covenants that limit our ability and our subsidiaries' ability to:
	•	enter into certain sale and lease-back transactions;
	•	incur liens on our assets to secure debt;
	•	merge or consolidate with another company; and
	•	transfer or sell substantially all of our assets.
	For more details, see the "Additional Covenants of Harrah's Operating" and "Merger, Consolidation or Sale of Assets" sections under the heading "Description of Exchange Notes" in this prospectus.

Form of Exchange Notes		The exchange notes will be represented by one or more permanent global certificates, in fully registered form, deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company, as depositary. You will not receive exchange notes in certificated form unless one of the events described under the heading "Description of Exchange Notes—Book-Entry, Delivery and Form" occurs. Instead, beneficial interests in the exchange notes will be shown on, and transfers of these notes will be effected only through, records maintained in book-entry form by The Depository Trust Company and its participants.
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.
Additional Notes		We may from time to time without notice to, or the consent of, the holders of the notes, create and issue additional notes, equal in rank to the notes offered hereby in all respects (or in all respects except for the payment of interest accruing prior to the issue date of the new notes or except for the first payment of interest following the issue date of the new notes) so that the new notes may be consolidated and form a single series of notes with the notes offered hereby and have the same terms as to status, redemption or otherwise as the notes offered hereby.
No Public Market		The exchange notes are a new issue of securities and will not be listed on any securities exchange or included in any automated quotation system. The initial purchasers have advised us that they currently intend to make a market in the exchange notes. The initial purchasers are not obligated, however, to make a market in the exchange notes, and any such market-making may be discontinued by the initial purchasers in their discretion at any time without notice.
Risk Factors		See "Risk Factors" and other information in this prospectus for a discussion of factors you should carefully consider prior to participating in the exchange offer.

We explain the exchange notes in greater detail beginning on page 49.

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:

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, 2004, our total consolidated indebtedness was approximately $3.6 billion. On July 1, 2004, we also borrowed approximately $1.0 billion under our existing credit facilities to finance the Horseshoe acquisition and assumed $535 million, face amount, of Horseshoe's outstanding debt. In addition, in connection with the proposed merger with Caesars, we anticipate arranging for and funding at least $1.9 billion of new financing to pay the merger consideration, and assuming Caesars' outstanding debt, which as of June 30, 2004 was approximately $4.5 billion. Giving effect to the proposed merger and to the Horseshoe acquisition, our pro forma total debt outstanding as of June 30, 2004 would have been approximately $11.7 billion, of which $11.6 billion would be at the Harrah's Operating level.

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.

In the second quarter of 2004, we reduced the interest rate, extended the maturity date and increased the borrowing capacity of our bank credit facilities to $2.5 billion from $2.0 billion; the agreement also allows an increase in the total borrowing capacity up to $3.0 billion if we and our bank lenders agree.

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

•: limiting our ability to satisfy our obligations with respect to the notes;
•: increasing our vulnerability to general adverse economic and industry conditions;
•: limiting our ability to obtain additional financing to fund future working capital, capital expenditures, additional acquisitions and other general corporate requirements;
•: 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;
•: limiting our flexibility in planning for, or reacting to, changes in our business and the industry; and
•: 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.

Based on our current level of operations and recent acquisitions, 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.

Although the notes are referred to as "senior notes," they will be effectively subordinated to our secured indebtedness and the indebtedness of our 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. Upon consummation of the proposed merger with Caesars, the notes would also be effectively subordinated to the secured indebtedness of Caesars. In addition, our subsidiaries will not guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, creditors of our 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 us, except to the extent we may also have a claim as a creditor. Assuming we had completed this offering on June 30, 2004, the notes would have been effectively junior to approximately $94.5 million of indebtedness of subsidiaries of Harrah's Operating. In addition, upon consummation of the proposed merger with Caesars, the exchange notes would also be effectively subordinated to the outstanding indebtedness of Caesars' subsidiaries, which as of June 30, 2004, was approximately $3 million.

An active trading market may not develop for the exchange notes.

There is no existing trading market for the exchange 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:

•: the number of holders of the exchange notes;
•: our performance;
•: the market for similar securities;
•: the interest of securities dealers in making a market in the exchange notes; and
•: prevailing interest rates.

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

The completion of our pending merger with Caesars is subject to the vote of Harrah's and Caesars' stockholders and the review process of various governmental regulatory authorities. A delay in regulatory approvals could delay and possibly prevent our pending merger with Caesars.

In addition to the required shareholder votes, the merger with Caesars is subject to review by the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or the HSR Act. Under this statute, we are required to make pre-merger notification filings and to await the expiration or early termination of the statutory waiting period prior to completing the merger. The governmental entities from whom approvals are required may attempt to condition their approval of the merger, or the transfer to us of licenses and other entitlements, on the satisfaction of certain regulatory conditions that may have the effect of imposing additional costs on us or otherwise substantially reducing the benefits to us if the merger is completed. These conditions could include a complete or partial license, divestiture, spin-off or the sale of certain assets or businesses. We are obligated under the merger agreement to take specified actions, subject to certain limitations, including selling or otherwise divesting certain of Harrah's and Caesars' gaming properties or operations, in order to obtain the required consents or approvals under the HSR Act and other antitrust regulations.

The consummation of the merger is also conditioned upon receiving approval from various other governmental regulatory authorities, including the regulatory and gaming authorities in the jurisdictions in which Harrah's and Caesars operate gaming activities. We have not yet obtained the regulatory approvals required to complete the merger.

While we expect to obtain the required regulatory approvals for the merger with Caesars, we cannot be certain that all of the required approvals will be obtained, nor can we be certain that the approvals could be obtained within the time contemplated by the merger agreement. A delay in obtaining the required approvals will delay and possibly prevent the consummation of the merger. In addition, we may obtain the required approvals, but with terms or conditions that have a material adverse effect on us or Caesars.

Difficulties in integrating Caesars could adversely affect our business.

Our pending merger with Caesars, if completed, will be the largest acquisition we have completed and the complex process of integrating Caesars will require significant resources. We will incur significant costs and commit significant management time in integrating Caesars' operations, information, communications and other systems and personnel, among other items. The integration of Caesars will cause us to incur cash outflows in completing the integration process, such as:

•: fees and expenses of professionals and consultants involved in completing the integration process;
•: settling existing liabilities of the acquired businesses;
•: integrating technology and personnel; and
•: other transaction costs associated with the merger, including financial advisor, attorney, accountant and other fees.

In addition, failure to achieve the anticipated benefits of our pending merger with Caesars or to successfully integrate the operations of Caesars could also harm our business, results of operations and cash flows. We cannot assure you that we will not incur material charges in future periods to reflect additional costs associated with our pending merger with Caesars.

If we are unable to finance the merger with Caesars through cash flow, borrowings under our bank credit facility and additional financings, the consummation of the merger with Caesars will be jeopardized.

We intend to finance the merger with Caesars primarily with cash flow from operations, borrowings under our bank credit facility, and equity or debt financings. If we are unable to finance the merger, we will have to adopt one or more alternatives, such as reducing or delaying planned expansion, development and renovation projects, selling assets, restructuring debt, or obtaining joint venture partners, all of which may adversely affect our business, financial condition and results of operations. Additionally, these sources of funds may not be sufficient to finance the merger with Caesars, and other financing may not be available on acceptable terms, in a timely manner or at all. If we are unable to secure such additional financing, the consummation of the merger with Caesars will be jeopardized and we will be in breach of the merger agreement.

Failure to achieve the anticipated benefits of the Horseshoe acquisition could adversely impact our business.

On July 1, 2004, we consummated our acquisition of Horseshoe. The complex process of integrating Horseshoe into Harrah's will require significant resources. Failure to achieve the anticipated benefits from the merger or to successfully integrate the operations of Horseshoe could have a material adverse effect on our business, financial condition and results of operations. We will incur significant costs and commit significant management time integrating Horseshoe's operations, information, communication and other systems and personnel, among other items. This integration will cause Harrah's to incur cash outflows in completing the integration process, such as fees and expenses of professionals and consultants involved in completing the integration process and integrating technology and personnel.

We may pursue strategic development projects and acquisitions that could have an adverse impact on our business if unsuccessful.

As part of our growth strategy, we may pursue development and acquisition opportunities for additional casino entertainment facilities, either on our own or through acquisitions or joint ventures. Future development projects and acquisitions may require significant capital commitments and could result in potentially dilutive issuances of equity securities, the incurrence of additional debt, guarantee of third party-debt, the incurrence of contingent liabilities and an increase in amortization expenses related to goodwill and other intangible assets, which could have a material adverse effect upon our business, financial condition and results of operations. We may not be successful in identifying or closing certain new developments, acquisitions or joint ventures and, if successful, we may not achieve our desired objectives, which would cause our business to suffer.

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 together with all required documents, including a properly completed and signed letter of transmittal. 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. 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.

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.

SELECTED FINANCIAL DATA

Harrah's Entertainment, Inc.

The selected consolidated financial data below is derived from our audited consolidated financial statements, except for the financial data for the six months ended June 30, 2003 and 2004, which is derived from our unaudited condensed consolidated financial statements. The unaudited results reflect all the adjustments (consisting only of normal recurring adjustments) that management considers necessary for a fair presentation of operating results. The information is only a summary and should be read in conjunction with the consolidated financial statements, accompanying notes and management's discussion and analysis of results of operations and financial condition of Harrah's Entertainment.

		Six Months Ended June 30,								Year Ended December 31,
		Pro Forma for Horseshoe Acquisition 2004(1)(2)		2004(2)			2003			Pro Forma for Horseshoe Acquisition 2003(1)(3)		2003(3)			2002(4)			2001(5)			2000(6)			1999(7)
		(in millions, except per share amounts and ratios)
Income Statement Data:
Revenues		$	2,595.8	$	2,238.2		$	2,139.1		$	4,971.9	$	4,322.7		$	4,098.5		$	3,648.5		$	3,290.4		$	2,853.6
Income from operations			449.9		390.4			373.7			836.9		726.3			771.8			573.3			240.7			539.0
Income from continuing operations before income taxes and minority interests			301.0		277.4			260.0			515.5		475.7			533.7			345.7			16.3			340.7
Income/(loss) from continuing operations			187.0		172.0			158.2			317.5		292.0			323.2			207.2			(12.3	)		207.2
Income/(loss) before cumulative effect of change in accounting principle					172.0			157.8					292.6			326.2			209.0			(12.1	)		208.5
Net income/(loss)					172.0			157.8					292.6			235.0			209.0			(12.1	)		208.5
Earnings per share-diluted
	Income from continuing operations/(loss)		1.65		1.52			1.43			2.88		2.64			2.85			1.79			(0.10	)		1.61
	Net income/(loss)				1.52			1.43			2.88		2.65			2.07			1.81			(0.10	)		1.62
Cash dividends declared per common share			0.60		0.60			–			0.60		0.60			–			–			–			–
Other Financial and Operating Data:
Cash flows from operating activities					369.3			409.9					737.2			732.4			786.7			525.6			480.5
Interest expense, net of interest capitalized					(117.1	)		(117.1	)				(234.4	)		(240.2	)		(255.8	)		(227.1	)		(193.4	)
Ratio of earnings to fixed charges(8)					3.1x			2.9x					2.8x			2.9x			2.1x			2.2x			2.6x

	At June 30,
	At June 30,				At December 31,
	Pro Forma for Horseshoe Acquisition 2004				At December 31,
	Pro Forma for Horseshoe Acquisition 2004		2004		2003		2002		2001		2000		1999
Balance Sheet Data:
Total assets	$	8,253.4	$	6,693.6	$	6,578.8	$	6,350.0	$	6,128.6	$	5,166.1	$	4,766.8
Short-term debt, including current portion of long-term debt		1.7		1.7		1.6		61.7		32.6		345.9		2.9
Long-term debt		5,043.9		3,563.9		3,671.9		3,763.1		3,719.4		2,835.8		2,540.3
Stockholders' equity		1,871.3		1,871.4		1,738.4		1,471.0		1,374.1		1,269.7		1,486.3

(1): Pro forma results have been adjusted to give pro forma effect to the acquisition by Harrah's Entertainment of Horseshoe as if that transaction had occurred on January 1, 2003.
(2): Our results for the first six months of 2004 include $1.1 million in pretax credits for write-downs, reserves and recoveries.
(3): Our results for the year 2003 include $11.1 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 and Harrah's Vicksburg as discontinued operations.
(4): Our results for 2002 include $5.0 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 our acquisition of a majority ownership interest on June 7, 2002. 2002 results reflect Harveys Colorado and Harrah's Vicksburg as discontinued operations.
(5): Our 2001 results include $22.5 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 and Harrah's Vicksburg as discontinued operations.
(6): 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 as discontinued operations.
(7): Our results for 1999 include $2.2 million in pretax charges for write-downs, reserves and recoveries and $59.8 million of gains from sales of our equity interests in nonconsolidated affiliates and $17.0 million in pretax losses on debt retired before maturity. 1999 results reflect Harrah's Vicksburg as discontinued operations.
(8): The ratio of earnings to fixed charges is computed by dividing income/(loss) from continuing operations by fixed charges. For this purpose, "earnings" include net income (loss) before taxes and fixed charges. "Fixed charges" include interest, whether expensed or capitalized, amortization of debt expense and the portion of rental expense that is representative of the interest factor in these rentals.

See the information under the caption "Material Federal Income Tax Consequences of the Exchange" below.

Caesars Entertainment, Inc.

We have derived the following historical information from Caesars audited consolidated financial statements for 1999 through 2003, except for the financial data for the six months ended June 30, 2003 and 2004, which is derived from Caesars unaudited condensed consolidated financial statements. The unaudited results reflect all the adjustments (consisting only of normal recurring adjustments) that management considers necessary for a fair presentation of operating results. The information is only a summary and should be read in conjunction with Caesars' consolidated financial statements and accompanying notes, as well as management's discussion and analysis of results of operations and financial condition, all of which can be found in publicly available documents, including those incorporated by reference in this prospectus.

			Six Months Ended June 30,						Year Ended December 31,
			2004			2003			2003			2002			2001			2000			1999
			(in millions, except per share amounts and ratios)
Results of Operations(1)(2):
Total revenue			$	2,357		$	2,222		$	4,455		$	4,437		$	4,353		$	4,331		$	2,654
Total operating income				375			313			460			568			543			685			380
Income from continuing operations before cumulative effect of accounting change (3)(4)				121			83			54			157			68			145			130
Net income (loss)(5)				219			82			46			(824	)		(24	)		143			136
Income from continuing operations before cumulative effect of accounting change per share
		Basic		0.39			0.27			0.18			0.52			0.23			0.47			0.48
		Diluted		0.39			0.27			0.18			0.52			0.23			0.46			0.47
Net income (loss) per share
	Basic			0.71			0.27			0.15			(2.74	)		(0.08	)		0.48			0.45
	Diluted			0.70			0.27			0.15			(2.71	)		(0.08	)		0.46			0.44
Other Financial Data:
Ratio of earnings to fixed charges(6)				2.4	x		1.8	x		1.4	x		1.7	x		1.3	x		1.6	x		2.1	x

			At December 31,
	At June 30, 2004		At December 31,
	At June 30, 2004		2003		2002		2001		2000		1999
Balance Sheet Data:
Total assets	$	9,687	$	9,542	$	9,714	$	10,854	$	10,995	$	11,151
Total debt		4,543		4,619		4,910		5,308		5,398		5,624
Stockholders' equity		3,322		3,058		2,957		3,767		3,784		3,740

(1): On December 24, 2003, Caesars announced that they had entered into a definitive agreement to sell the Las Vegas Hilton which was consummated on June 18, 2004. Due to the sale, the results of the Las Vegas Hilton have been reclassified to "Discontinued Operations" on the statement of operations and the assets and liabilities of the Las Vegas Hilton have been reclassified to separate line items on the balance sheet titled "Assets Held for Sale" and "Liabilities Related to Assets Held for Sale." Prior years have been reclassified to conform to the new presentation. This reclassification had no impact on previously reported net income (loss).
(2): Beginning in 2000, operating results include the acquisition of Caesars World, Inc. which was completed in December 1999.
(3): Excludes charges for the cumulative effect of accounting changes of $979 million related to goodwill in 2002 and $2 million related to pre-opening expenses in 1999. In accordance with the adoption of SFAS No. 142, on January 1, 2002, Caesars no longer amortizes goodwill.

(4)

Includes the following:

•: For 2003, a $38 million goodwill impairment charge at the Caesars Tahoe property, and an $89 million asset impairment charge at the Flamingo Laughlin property.
•: For 2002, a $7.5 million charge related to the cancellation of an energy contract, $2.5 million in damage costs caused by tropical storms to their Gulf Coast properties, a $9 million charge related to settling employment agreements with a former officer, a $43 million charge for the buy-out, settlement of a litigation, and revaluation of the Bally's Casino New Orleans, and a $4 million charge related to the settlement of litigation involving the failed agreement (signed in 2000) to sell the Las Vegas Hilton. Offsetting these charges in 2002 was a $44 million gain related to the sale of their interest in Jupiters Limited.
•: For 2001, a $19 million impairment charge related to the sale of the Flamingo Reno property and $32 million investment loss primarily related to their investment in Aladdin Gaming Holdings, LLC senior discount notes. In addition, earnings declined significantly, especially in the Las Vegas market due to the impact of travel and leisure spending resulting from the September 11, 2001 attacks.

(5)

For the six months ended June 30, 2004, net income includes a gain on sale of $87 million, net of taxes, related to the sale of the Las Vegas Hilton.

(6)

For purposes of calculating the ratio of earnings to fixed charges: (1) earnings represent income from continuing operations before income taxes, minority interest and equity in earnings of unconsolidated affiliates plus fixed charges (reduced by capitalized interest) and cash distributions from unconsolidated affiliates; and (2) fixed charges consist of interest expense, including capitalized interest, amortization of debt issuance costs and an estimate of the interest expense within rental expense.

SUMMARY UNAUDITED PRO FORMA FINANCIAL AND OTHER DATA

The summary unaudited pro forma financial and other data presented below give effect to the acquisition by Harrah's Entertainment of Horseshoe and to the proposed acquisition by Harrah's Entertainment of Caesars and are derived from our historical financial statements and the historical financial statements of Horseshoe and Caesars. The summary pro forma financial and other data presented below is only a summary of the unaudited pro forma condensed combined financial statements presented on pages 27 to 30 and should be read in conjunction with our historical financial statements and other information incorporated herein by reference.

The historical financial statements have been adjusted as described in the notes to the unaudited pro forma condensed combined financial statements beginning on page 31. The selected unaudited pro forma financial and other data are presented for informational purposes only and are not intended to be indicative of the actual financial data that would have been reported had the transactions occurred on the dates indicated, nor does the information represent a forecast of the consolidated financial data at any future date.

			Six Months Ended June 30, 2004		Year Ended December 31, 2003
			(in millions, except per share amounts)
Income Statement Data:
	Net revenues		$	4,952.8	$	9,426.9
	Income from operations			824.9		1,296.9
	Income from continuing operations			275.7		307.1
	Earnings per share from continuing operations
		Basic		1.55		1.75
		Diluted		1.54		1.74

		At June 30, 2004
		(in millions)
Balance Sheet Data:
	Total assets	$	19,961.5
	Total debt, including current portion		11,688.8
	Stockholders equity		5,114.1

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, Horseshoe and Caesars. Harrah's Entertainment, through its wholly-owned subsidiary, Harrah's Operating, acquired Horseshoe on July 1, 2004. On July 14, 2004, Harrah's Entertainment, Harrah's Operating and Caesars entered into an agreement providing for the merger of Caesars with and into Harrah's Operating, with Harrah's Operating as the surviving corporation.

The unaudited pro forma condensed combined statements of income for the six months ended June 30, 2004, and the year ended December 31, 2003, give effect to:

•: Harrah's Entertainment's acquisition of Horseshoe;
•: certain adjustments that are directly attributable to the acquisition of Horseshoe and will have a 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, 8⁵/8% Senior Subordinated Notes due July 2009 on August 2, 2004, pursuant to a redemption notice dated July 1, 2004;
•: 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;
•: the merger of Caesars with and into Harrah's Operating, after giving pro forma effect to Harrah's Entertainment's sale of Harrah's Shreveport and acquisition of Horseshoe; and
•: Harrah's Entertainment's financing of the cash portion of the Caesars merger with $1.9 billion in new debt, including anticipated acquisition costs.

The unaudited pro forma condensed combined statements of income assume that each of these transactions were consummated on January 1, 2003.

The unaudited pro forma condensed combined balance sheet presents the combined financial position of Harrah's Entertainment, Horseshoe and Caesars as if Harrah's Entertainment's acquisition of Horseshoe and merger with Caesars were both consummated on June 30, 2004, and gives effect to (i) the merger of Caesars; (ii) the acquisition of Horseshoe; (iii) certain adjustments that are directly attributable to the acquisition of Horseshoe; and (iv) the estimated incremental debt. 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 financial position or consolidated results that would have been reported had the transactions occurred on the dates indicated, nor does the information represent a forecast of the consolidated financial position at any future date or the combined financial results of Harrah's Entertainment, Horseshoe and Caesars for any for future period.

The unaudited pro forma condensed combined financial statements of Harrah's Entertainment are prepared in accordance with Article 11 of Regulation S-X.

We can provide no assurances that our pending merger with Caesars will be consummated. This exchange offer is not contingent on the consummation of such transaction.

HARRAH'S ENTERTAINMENT, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2004
(unaudited)
(In millions, except per share amounts)

				Harrah's Entertainment Historical (Note 1)			Shreveport Sale Adjustments (Note 2)			Horseshoe Historical (Note 3)			Horseshoe Pro Forma Adjustments (Note 5)			Harrah's Entertainment As Adjusted For Horseshoe			Caesars Historical (Note 7)			Caesars Pro Forma Adjustments (Note 9)			Harrah's Entertainment As Adjusted For Horseshoe And Caesars
Revenues
	Casino			$	2,006.4		$	(64.1	)	$	437.2		$	–		$	2,379.5		$	1,646.0		$	–		$	4,025.5
	Food and beverage				327.0			(8.4	)		40.1			–			358.7			411.0			–			769.7
	Rooms				194.4			(6.3	)		15.3			–			203.4			382.0			–			585.4
	Management fees				29.5			–			–			–			29.5			17.0			–			46.5
	Other				105.2			(1.9	)		9.2			–			112.5			173.0			–			285.5
	Less: casino promotional allowances				(424.3	)		15.9			(79.4	)		–			(487.8	)		(272.0	)		–			(759.8	)

			Total revenues		2,238.2			(64.8	)		422.4			–			2,595.8			2,357.0			–			4,952.8

Operating expenses
	Direct
		Casino			1,014.0			(35.4	)		244.5			–			1,223.1			842.0			–			2,065.1
		Food and beverage			133.8			(1.7	)		12.4			–			144.5			221.0			–			365.5
		Rooms			34.0			(0.5	)		1.0			–			34.5			91.0			–			125.5
Depreciation and amortization					160.1			–			27.0			–			187.1			221.0			–			408.1
Write-downs, reserves and recoveries					(1.1	)		(0.2	)		–			–			(1.3	)		–			–			(1.3	)
Project opening costs					6.6			–			–			–			6.6			3.0			–			9.6
Property general, administrative and other					470.2			(12.8	)		108.7			(45.6	)(a)		520.5			591.0			–			1,111.5
Corporate Expense					30.5			–			31.5			(30.8	)(a)		31.2			24.0			–			55.2
Income on interests in nonconsolidated affiliates					(0.3	)		–			–			–			(0.3	)		(11.0	)		–			(11.3	)

			Total operating expenses		1,847.8			(50.6	)		425.1			(76.4	)		2,145.9			1,982.0			–			4,127.9

Income from operations					390.4			(14.2	)		(2.7	)		76.4			449.9			375.0			–			824.9
Interest expense, net of interest capitalized					(117.1	)		1.6			(23.8	)		(36.6	)(b)		(153.1	)		(156.0	)		(50.3	)(l)		(360.4	)
														(1.0	)(c)								(1.0	)(m)		–
														23.8	(d)								–			–
Loss on early extinguishment of debt					–			–			(0.2	)		–			(0.2	)		–			–			(0.2	)
Other income, including interest income					4.1			–			0.3			–			4.4			6.0			–			10.4

Income before income taxes and minority interests					277.4			(12.6	)		(26.4	)		62.6			301.0			225.0			(51.3	)		474.7
Provision for income taxes					(101.4	)		4.5			–			(13.4	)(e)		(110.3	)		(100.0	)		19.0	(n)		(191.3	)
Minority interests					(4.0	)		0.3			–			–			(3.7	)		(4.0	)		–			(7.7	)

Income from continuing operations				$	172.0		$	(7.8	)	$	(26.4	)	$	49.2		$	187.0		$	121.0		$	(32.3	)	$	275.7

Earnings per share from continuing operations
	Basic			$	1.55											$	1.68								$	1.55

	Diluted			$	1.52											$	1.65								$	1.54

Weighted average common shares outstanding					111.2												111.2									177.7

Weighted average common and common equivalent shares outstanding					113.0												113.0									179.5

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

HARRAH'S ENTERTAINMENT, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2003
(unaudited)
(In millions, except per share amounts)

				Harrah's Entertainment Historical (Note 1)			Shreveport Sale Adjustments (Note 2)			Horseshoe Historical (Note 3)			Horseshoe Pro Forma Adjustments (Note 5)			Harrah's Entertainment As Adjusted For Horseshoe			Caesars Historical (Note 7)			Caesars Pro Forma Adjustments (Note 9)			Harrah's Entertainment As Adjusted For Horseshoe And Caesars
Revenues
	Casino			$	3,853.2		$	(170.0	)	$	848.2		$	–		$	4,531.4		$	3,212.0		$	–		$	7,743.4
	Food and beverage				631.0			(21.7	)		80.2			–			689.5			765.0			–			1,454.5
	Rooms				352.0			(15.0	)		30.0			–			367.0			698.0			–			1,065.0
	Management fees				72.1			–			–			–			72.1			27.0			–			99.1
	Other				196.5			(4.0	)		18.4			–			210.9			291.0			–			501.9
	Less: casino promotional allowances				(782.1	)		33.6			(150.5	)		–			(899.0	)		(538.0	)		–			(1,437.0	)

			Total revenues		4,322.7			(177.1	)		826.3			–			4,971.9			4,455.0			–			9,426.9

Operating expenses
	Direct
		Casino			1,974.0			(93.2	)		479.6			–			2,360.4			1,709.0			–			4,069.4
		Food and beverage			261.7			(6.5	)		26.8			–			282.0			410.0			–			692.0
		Rooms			66.0			(1.6	)		2.0			–			66.4			171.0			–			237.4
Depreciation and amortization					317.2			(10.0	)		53.3			–			360.5			440.0			–			800.5
Write-downs, reserves and recoveries					11.1			(1.1	)		–			–			10.0			127.0			–			137.0
Project opening costs					7.9			–			–			–			7.9			1.0			–			8.9
Property general, administrative and other					904.7			(32.9	)		121.3			(0.3	)(a)		992.8			1,085.0			–			2,077.8
Corporate expense					52.6			–			22.9			(21.7	)(a)		53.8			71.0			–			124.8
Losses (income) on interests in nonconsolidated affiliates					1.2			–			–			–			1.2			(19.0	)		–			(17.8	)

			Total operating expenses		3,596.4			(145.3	)		705.9			(22.0	)		4,135.0			3,995.0			–			8,130.0

Income from operations					726.3			(31.8	)		120.4			22.0			836.9			460.0			–			1,296.9
Interest expense, net of interest capitalized					(234.4	)		4.1			(49.6	)		(73.3	)(b)		(305.9	)		(333.0	)		(100.5	)(l)		(741.3	)
														(2.3	)(c)								(1.9	)(m)
														49.6	(d)
Losses on early extinguishment of debt					(19.1	)		–			–			–			(19.1	)		–			–			(19.1	)
Other income, including interest income					2.9			(0.1	)		0.8			–			3.6			5.0			–			8.6

Income before income taxes and minority interests					475.7			(27.8	)		71.6			(4.0	)		515.5			132.0			(102.4	)		545.1
Provision for income taxes					(172.2	)		9.9			–			(25.1	)(e)		(187.4	)		(75.0	)		38.0	(n)		(224.4	)
Minority interests					(11.6	)		1.0			–			–			(10.6	)		(3.0	)		–			(13.6	)

Income from continuing operations				$	291.9		$	(16.9	)	$	71.6		$	(29.1	)	$	317.5		$	54.0		$	(64.4	)	$	307.1

Earnings per share from continuing operations
	Basic			$	2.68											$	2.91								$	1.75

	Diluted			$	2.64											$	2.88								$	1.74

Weighted average common shares outstanding					109.0												109.0									175.5

Weighted average common and common equivalent shares outstanding					110.4												110.4									176.9

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

HARRAH'S ENTERTAINMENT, INC.
PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2004
(unaudited)
(In millions, except share amounts)

			Harrah's Entertainment Historical (Note 1)			Horseshoe Historical (Note 3)		Horseshoe Pro Forma Adjustments (Note 6)			Harrah's Entertainment As Adjusted For Horseshoe			Caesars Historical (Note 7)			Caesars Pro Forma Adjustments (Note 10)			Harrah's Entertainment As Adjusted For Horseshoe And Caesars
ASSETS
Current Assets
	Cash and cash equivalents		$	393.2		$	61.4	$	1,479.9	(f)	$	454.6		$	651.0		$	1,888.8	(o)	$	1,094.1
									75.0	(i)								(11.5	)(p)
									(558.1	)(g)								(1,888.8	)(q)
									(996.8	)(j)
	Receivables, net of allowance for doubtful accounts			87.5			18.7		(4.3	)(k)		101.9			151.0			—			252.9
	Deferred income taxes			70.9			—		—			70.9			106.0			—			176.9
	Inventories, prepayments and other			115.9			13.7		—			129.6			145.0			—			274.6

		Total current assets		667.5			93.8		(4.3	)		757.0			1,053.0			(11.5	)		1,798.5
Land, buildings, riverboats and equipment, net of accumulated depreciation				4,290.5			487.4		—			4,777.9			7,337.0			—			12,114.9
Assets held for sale				9.2			—		—			9.2			—			—			9.2
Investments in and advances to nonconsolidated affiliates				8.4			—		—			8.4			163.0			—			171.4
Goodwill and other intangible assets				1,347.6			262.2		9.2	(h)		2,387.9			796.0			1,809.6	(q)		5,205.0
									740.6	(j)								211.5	(r)
									24.0	(g)
									4.3	(k)
Deferred costs and other				295.4			26.8		(9.2	)(h)		313.0			338.0			11.5	(p)		662.5
Escrow deposit for pending acquisition				75.0			—		(75.0	)(i)		—			—			—			—

			$	6,693.6		$	870.2	$	689.6		$	8,253.4		$	9,687.0		$	2,021.1		$	19,961.5

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
	Accounts payable		$	148.3		$	9.8	$	—		$	158.1		$	34.0		$	—		$	192.1
	Accrued expenses			540.8			70.1		—			610.9			580.0			—			1,190.9
	Current portion of long-term debt			1.7			—		—			1.7			325.0			—			326.7

		Total current liabilities		690.8			79.9		—			770.7			939.0			—			1,709.7
Long-term debt				3,564.0			534.1		1,479.9	(f)		5,043.9			4,218.0			1,888.8	(o)		11,362.2
									(534.1	)(g)								211.5	(r)
Liabilities held for sale				0.5			—		—			0.5			—			—			0.5
Deferred credits and other				200.2			—		—			200.2			215.0			—			415.2
Deferred income taxes				333.2			—		—			333.2			993.0			—			1,326.2

				4,788.7			614.0		945.8			6,348.5			6,365.0			2,100.3			14,813.8

Minority interests				33.6			—		—			33.6			—			—			33.6

Commitments and contingencies
Stockholders' equity
Common stock				11.2			—		—			11.2			3.0			3.7	(q)		17.9
Capital surplus				1,357.8			59.1		(59.1	)(j)		1,357.8			3,876.0			(3,876.0	)(q)		4,593.9
																		3,236.1	(q)
Retained earnings (accumulated deficit)				516.4			197.1		(197.1	)(j)		516.4			(566.0	)		566.0	(q)		516.4
Accumulated other comprehensive income				(0.5	)		—		—			(0.5	)		9.0			(9.0	)(q)		(0.5	)
Deferred compensation related to restricted stock				(13.6	)		—		—			(13.6	)		—			—			(13.6	)

				1,871.3			256.2		(256.2	)		1,871.3			3,322.0			(79.2	)		5,114.1

			$	6,693.6		$	870.2	$	689.6		$	8,253.4		$	9,687.0		$	2,021.1		$	19,961.5

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

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

Note 1—Harrah's Entertainment Basis of Presentation

Historical financial information for Harrah's Entertainment for the six months ended June 30, 2004, and the year ended December 31, 2003, has been derived from Harrah's Entertainment's historical financial statements.

Note 2—Pro Forma Sale of Harrah's Shreveport

The operating results of Harrah's Shreveport, which was sold May 19, 2004, are being eliminated and interest expense is being reduced on the assumption that net proceeds from the sale were used to reduce outstanding debt. The sale of Harrah's Shreveport avoided over-exposure in that market and facilitated gaining regulatory approval for the acquisition of Horseshoe.

Note 3—Horseshoe Basis of Presentation

Historical financial information for Horseshoe for the six months ended June 30, 2004, and the year ended December 31, 2003, has been derived from Horseshoe's historical financial statements. Certain reclassifications have been made to the historical Horseshoe financial statements to conform to the presentation used in Harrah's Entertainment's historical financial statements. Such reclassifications had no effect on Horseshoe's previously reported income from continuing operations.

Note 4—Acquisition of Horseshoe

Harrah's Entertainment, through its wholly-owned subsidiary, Harrah's Operating, acquired Horseshoe on July 1, 2004. The following tables set forth the determination of the consideration paid for Horseshoe and the preliminary allocation of the purchase price. The purchase price allocation began in the third quarter of 2004 and will be completed within one year of the date of acquisition. The preliminary purchase price allocation used for the purpose of this pro forma financial information is based on Horseshoe's book value of assets and liabilities at June 30, 2004.

		(in millions)
Agreed upon cash consideration		$	915.0
Reimbursable costs pursuant to purchase agreement			68.8
Fair market value of Horseshoe debt assumed by Harrah's Entertainment			558.1
Estimated transaction costs and expenses			13.0

	Pro forma purchase price	$	1,554.9

The preliminary allocation of the pro forma purchase price is as follows:

	(in millions)
Land, buildings, riverboats, furniture, fixtures and equipment	$	487.4
Goodwill and other intangible assets		1,040.3
Other, net		27.2

	$	1,554.9

The final purchase price and its allocation will be based on independent appraisals, discounted cash flows, quoted market prices and estimates by management and is expected to be completed by June 30, 2005.

Note 5—Horseshoe Pro Forma Statements of Income Adjustments

Following are brief descriptions of the pro forma adjustments to the statements of income to reflect the acquisition of Horseshoe. For purposes of this pro forma financial information, depreciation expense related to property and equipment is based on Horseshoe's estimated useful lives of 10 to 30 years for buildings, riverboats and barges; 2 to 30 years for improvements; and 2 to 10 years for furniture, fixtures and equipment. Since most of the intangible assets included in the Horseshoe acquisition are anticipated to have indefinite lives and, therefore, to be non-amortizing, no amortization of intangible assets has been included in the pro forma financial information. Estimated useful lives and amortization periods of property, equipment and intangible assets will be determined during the purchase price allocation and adjusted accordingly.

(a): Eliminates acquisition-related costs triggered by "change of control" provisions in certain of Horseshoe's benefit plans, including a retention bonus plan, employment agreements and executive severance agreements of $21.5 million for the six months ended June 30, 2004, and Horseshoe's Equity Incentive Plan of $43.4 million for the six months ended June 30, 2004. Also records the impact on expenses of certain operational efficiencies for functions that will be eliminated or reduced as a result of the acquisition of Horseshoe. The elimination of duplicative corporate office and operational support functions reduces expenses by $11.5 million for the six months ended June 30, 2004, and reduces expenses by $22.0 million for the year ended December 31, 2003.
(b): Reflects increase in interest expense comprised of incremental borrowings incurred by Harrah's Entertainment to fund the acquisition, including transaction costs, and the retirement of Horseshoe's 8⁵/8% Senior Subordinated Notes (see (d) below). The pro forma interest expense arising from the additional borrowings has been computed using the stated rate on $500 million of Harrah's Entertainment's 5.375% Senior Notes and on $750 million of Harrah's Entertainment's 5.5% Senior Notes and the current rate on approximately $230 million of Harrah's Entertainment's revolving credit agreement. The current interest rate on Harrah's Entertainment's revolving credit agreement is 2.2%. Each ¹/8% change in the floating rate on the approximate $230 million borrowed under the revolving credit agreement would result in a change in interest expense of $143,750 for the six months ended June 30, 2004, and $287,500 for the year ended December 31, 2003.
(c): Reflects additional interest expense for the amortization of deferred finance charges and the discount arising from the incremental borrowings incurred by Harrah's Entertainment (see (b) above) to fund the acquisition of Horseshoe and the retirement of Horseshoe's 8⁵/8% Senior Subordinated Notes (see (d) below).
(d): Reflects reduction in interest expense, including amortization of deferred finance charges and of the discount related to the debt, to reflect the retirement of all $535 million of Horseshoe's 8⁵/8% Senior Subordinated Notes due 2009, using funds described in (b) above.
(e): Records the estimated tax effect of the pro forma adjustments and on the historical taxable income of Horseshoe. Horseshoe had elected to be taxed as an S Corporation for federal income tax purposes and, accordingly, made no provision in the accounts of Horseshoe for federal income taxes. The estimated tax rate was calculated using the federal statutory rate of 35% plus a state income tax rate of 2.1%.

Note 6—Horseshoe Pro Forma Balance Sheet Adjustments

Following are brief descriptions of the pro forma adjustments to the balance sheet to reflect the acquisition of Horseshoe.

(f): Records additional borrowings incurred to fund the acquisition of Horseshoe and to retire Horseshoe's 8⁵/8% Senior Subordinated Notes.
(g): Records the retirement of Horseshoe's 8⁵/8% Senior Subordinated Notes, including the related premium.
(h): Records the write-off of the unamortized deferred finance charges related to the early retirement of Horseshoe's 8⁵/8% Senior Subordinated Notes.
(i): Reflects the reversal of funds deposited in escrow for the acquisition of Horseshoe.
(j): Records the acquisition of 100% of the equity of Horseshoe and reflects as goodwill and other intangible assets the excess of the purchase price over the estimated fair value of net tangible assets acquired and liabilities assumed.
(k): Reflects the elimination of Horseshoe's receivable from Harrah's Entertainment for reimbursable costs related to the acquisition.

Note 7—Caesars Basis of Presentation

Historical financial information for Caesars for the six months ended June 30, 2004, and the year ended December 31, 2003, has been derived from Caesars' historical financial statements. Certain reclassifications have been made to the historical Caesars financial statements to conform to the presentation used in Harrah's Entertainment's historical financial statements. Such reclassifications had no effect on Caesars' previously reported income from continuing operations.

Note 8—Caesars Merger

On July 14, 2004, Harrah's Entertainment, Harrah's Operating and Caesars entered into an agreement providing for the merger of Caesars with and into Harrah's Operating.

The following tables set forth the determination of the consideration to be paid for Caesars and the preliminary allocation of the purchase price. The purchase price is based on a market value of $48.74 per share of Harrah's Entertainment's common stock, which is the average of the quoted market price of Harrah's Entertainment's common stock for the period beginning two trading days before and ending two trading days after the merger was announced.

		(in millions)
Estimated cash consideration		$	1,838.8
Estimated value of stock consideration			3,242.8
Fair market value of Caesars debt assumed by Harrah's Entertainment			4,754.5
Estimated transaction costs and expenses			50.0

	Pro forma purchase price	$	9,886.1

The preliminary determination of the consideration to be paid is based on Caesars' outstanding shares at June 30, 2004. The final determination of the consideration to be paid will be dependent on the number of shares of Caesars' common stock at the closing of the transaction. An increase or decrease in shares outstanding of one million shares would result in an increase or decrease of approximately $6.0 million of estimated cash consideration and approximately $10.6 million increase or decrease in the value of the stock consideration.

The preliminary allocation of the pro forma purchase price is as follows:

	(in millions)
Land, buildings, riverboats, furniture, fixtures and equipment	$	7,337.0
Goodwill and other intangible assets		2,817.1
Other, net		(268.0	)

	$	9,886.1

The final purchase price allocation will be completed after the transaction closes. The preliminary purchase price allocation used for the purpose of this pro forma financial information is based on Caesar's book value of assets and liabilities at June 30, 2004. The final purchase price and its allocation will be based on independent appraisals, discounted cash flows, quoted market prices and estimates by management and will be completed within one year from closing of the transaction.

Note 9—Caesars Pro Forma Statements of Income Adjustments

Following are brief descriptions of the pro forma adjustments to the statements of income to reflect the merger of Caesars with Harrah's Operating. For purposes of this pro forma financial information, depreciation expense related to property and equipment is based on Caesars' estimated useful lives of 30 to 40 years for buildings and riverboats and 3 to 10 years for furniture and equipment. Since most of the intangible assets included in the Caesars merger are anticipated to have indefinite lives and, therefore, to be non-amortizing, no amortization of intangible assets has been included in the pro forma financial information. Estimated useful lives and amortization periods of property, equipment and intangible assets will be determined during the purchase price allocation and adjusted accordingly.

The unaudited pro forma condensed combined financial statements do not reflect any disposals of long-lived assets, although the disposition of a property in Indiana will likely be necessary in order to gain regulatory approval in that jurisdiction, nor do they reflect any synergistic benefits that may be realized through the combination of the two companies or costs that may be incurred in integrating their operations. We estimate that we will realize approximately $80 million of synergies in the first full year after the merger.

(l): Reflects increase in interest expense comprised of incremental borrowings incurred by Harrah's Entertainment to fund the cash portion of the merger, including transaction costs. The pro forma interest expense arising from the additional borrowings has been computed using Harrah's Entertainment's current average interest rate of 5.3%. Each ¹/8% change in the estimated interest rate on the approximate $1.9 billion borrowed to finance the cash portion of the merger would result in a change in interest expense of $1.2 million for the six months ended June 30, 2004, and $2.4 million for the year ended December 31, 2003.
(m): Reflects additional interest expense for the amortization of deferred finance charges arising from the incremental borrowings incurred by Harrah's Entertainment (see (l) above) to fund the acquisition of Caesars.
(n): Records the estimated tax effect of the pro forma adjustments and on the historical taxable income of Caesars. The estimated tax rate was calculated using the federal statutory rate of 35% plus a state income tax rate of 2.1%.

Note 10—Caesars Pro Forma Balance Sheet Adjustments

Following are brief descriptions of the pro forma adjustments to the balance sheet to reflect the merger of Caesars with Harrah's Operating.

(o): Records additional borrowings incurred to fund the merger.
(p): Records deferred financing costs incurred to borrow funds to fund the merger.
(q): Records the acquisition of 100% of the equity of Caesars and reflects as goodwill and other intangible assets the excess of the purchase price over the estimated fair value of net tangible assets acquired and liabilities assumed.
(r): Reflects the adjustment of Caesars' outstanding debt to fair value.

REGULATION AND LICENSING

The ownership and operation of casino gaming facilities are subject to extensive governmental regulation. Each of the jurisdictions in which we operate gaming facilities requires us to hold various licenses, findings of suitability, registrations, permits, and approvals, collectively referred to herein as Gaming Licenses. Under the gaming laws of Nevada, New Jersey, Mississippi, Missouri, Louisiana, Illinois, Indiana, Iowa, California, Kansas, North Carolina, Arizona, the United States of America and the tribal jurisdictions in which we operate, and our corporate charter, holders of our securities may be required, under certain circumstances, to dispose of the securities. If the holder refuses to do so, we may be required to repurchase the security. In addition, the management contracts and the operation of casinos on Indian land in the United States are subject to the Indian Gaming Regulatory Act, which is administered by the National Gaming Commission.

Consequently, each holder of notes, by accepting any notes, will be deemed to have agreed to be bound by the requirements imposed by the gaming authorities in any jurisdiction we, or any of our subsidiaries, conduct or propose to conduct gaming activities. See "Description of Exchange Notes—Mandatory Disposition Pursuant to Gaming Laws." In addition, under the indenture governing the notes, each holder and beneficial owner of notes, by accepting or otherwise acquiring an interest in any notes, will be deemed to have agreed that if any such gaming authority requires such person to be licensed, qualified or found suitable under applicable gaming laws, such person will apply for a license, qualification, or finding of suitability in any jurisdiction in which we, or any of our subsidiaries, conduct or propose to conduct gaming activities. In such an event, if a holder of notes fails to apply or become licensed or qualified or is found unsuitable, we shall have the right, at our option:

•: to require the holder to dispose of its notes or beneficial interest therein within 30 days of receiving notice of our election or such earlier date as may be requested or prescribed by a gaming authority; or
•: to redeem the notes at a redemption price equal to the lesser of (1) the holder's cost or (2) 100% of the principal amount thereof, plus accrued and unpaid interest to the earlier of the redemption date and the date of the finding of unsuitability, which may be less than 30 days following the notice of redemption if so requested or prescribed by the gaming authority.

We will not be responsible for any costs or expenses incurred by any such holder or beneficial owner in connection with its application for a license, qualification or finding of suitability. Harrah's Operating's charter also expressly provides that debt securities issued by Harrah's Operating may be redeemed if a holder of such securities is found unsuitable by any governmental agency.

The Nevada Gaming Commission, the New Jersey Casino Control Commission, the Mississippi Gaming Commission, the Missouri Gaming Commission, the Louisiana Gaming Control Board, the Illinois Gaming Board and the Indiana Gaming Commission may also, among other things, limit, condition, suspend or revoke a Gaming License or approval to own the stock or joint venture interests of any of our operations in such licensing authority's jurisdiction, for any cause deemed reasonable by such licensing authority. Substantial fines or forfeiture of assets for violations of gaming laws or regulations may be levied against us, such subsidiaries and joint ventures and the persons involved. The suspension or revocation of any of our Gaming Licenses or the levy on us of substantial fines or forfeiture of assets could have a material adverse effect on our business.

Under Nevada and Mississippi law, we may not make a public offering of our securities without the prior approval of the applicable gaming commission if we intend to use the offering proceeds to construct, acquire or finance a gaming facility, or retire or extend existing obligations incurred for such purposes. On November 21, 2002, the Nevada Gaming Commission granted Harrah's Entertainment and Harrah's Operating prior approval to make offerings for a period of two years, subject to certain conditions. The Chairman of the Nevada State Gaming Control Board may rescind its approval for

good cause without prior notice upon the issuance of an interlocutory stop order. These prior approvals do not constitute a finding, recommendation or approval by the Nevada Gaming Commission or the Nevada State Gaming Control Board as to the accuracy or adequacy of this prospectus, or the merits of participating in the exchange offer. Any representation to the contrary is unlawful. We received a similar two-year approval from the Mississippi Gaming Commission on November 19, 2003. Additionally, Indiana requires approval of any debt transaction involving $1,000,000 or more. Indiana has issued a waiver to us to sell the notes without its approval; however, Indiana must approve the issuance of registered notes to be issued pursuant to the exchange offer. Under Indiana law, a riverboat owner licensee or any other person may not lease, hypothecate, borrow money against or loan money against an owner's riverboat gaming license.

To date, we have obtained all Gaming Licenses necessary for the operation of our gaming activities. Gaming Licenses and related approvals, however, are deemed to be privileges under the laws of the jurisdictions in which we conduct gaming activities, and no assurances can be given that any new Gaming Licenses that may be required in the future will be granted or that existing Gaming Licenses will not be revoked or suspended.

The foregoing is only a summary of the applicable regulatory requirements. For a more detailed description of the applicable regulatory requirements, including requirements under gaming laws and our corporate charter, see "Governmental Regulation" filed as Exhibit 99 to Harrah's Entertainment's Annual Report on Form 10-K for the year ended December 31, 2003, incorporated by reference herein.

THE EXCHANGE OFFER

Purpose of the Exchange Offer

We sold the private notes on June 25, 2004 to the initial purchasers pursuant to a purchase agreement. The initial purchasers subsequently sold the private notes to "qualified institutional buyers," as defined in Rule 144A under the Securities Act, in reliance on Rule 144A and to certain persons outside the United States in reliance on Regulation S of the Securities Act. As a condition to the sale of the private notes, we entered into a registration rights agreement with the initial purchasers on June 25, 2004. Pursuant to the registration rights agreement, we agreed that, unless the exchange offer is not permitted by applicable law or SEC policy, we would:

(1): file a registration statement with the SEC with respect to the exchange notes on or before September 23, 2004;
(2): use our best efforts to cause the registration statement to be declared effective by the SEC on or before December 22, 2004;
(3): use our best efforts to complete the exchange offer by January 21, 2005;
(4): use our best efforts to keep the registration statement effective until the closing of the exchange offer;
(5): use our best efforts to keep the exchange offer open for a period of not less than 20 business days; and
(6): use our best efforts to cause the exchange offer to be completed no later than the 30th business day after notice thereof is mailed to the holders of the notes.

Upon the effectiveness of this registration statement, we will offer the exchange notes in exchange for the private notes. We filed a copy of the registration rights agreement as an exhibit to the registration statement.

Resale of the Exchange Notes

We are making the exchange offer in reliance on the position of the staff of the SEC as set forth in interpretive letters addressed to third parties in other transactions. For further information on the SEC's position, see Exxon Capital Holdings Corporation, available May 13, 1988, Morgan Stanley & Co. Incorporated, available June 5, 1991 and Shearman & Sterling, available July 2, 1993, and other interpretive letters to similar effect. We have not sought our own interpretive letter, however, and we cannot assure you that the staff would make a similar determination with respect to the exchange offer as it has in interpretive letters to third parties. Based on these interpretations by the staff, we believe that the exchange notes issued under the exchange offer may be offered for resale, resold or otherwise transferred by you, without further compliance with the registration and prospectus delivery provisions of the Securities Act, so long as you:

•: are acquiring the exchange notes in the ordinary course of your business;
•: are not participating in, and do not intend to participate in, a distribution of the exchange notes within the meaning of the Securities Act and have no arrangement or understanding with any person to participate in a distribution of the exchange notes within the meaning of the Securities Act;
•: are not a broker-dealer who acquired the private notes directly from us; and
•: are not an "affiliate" of ours, with the meaning of Rule 405 of the Securities Act.

By tendering the private notes in exchange for exchange notes, you will be required to represent to us that each of the above statements applies to you. If you are participating in or intend to participate in, a distribution of the exchange notes, or have any arrangement or understanding with any person to participate in a distribution of the exchange notes to be acquired in this exchange offer, you may be deemed to have received restricted securities and may not rely on the applicable interpretations of the staff of the SEC. If you are so deemed, you will have to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.

Each broker-dealer that receives exchange notes for its own account in exchange for private notes, which the broker-dealer acquired as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of exchange notes received in exchange for private notes which the broker-dealer acquired as a result of market-making or other trading activities.

Terms of the Exchange Offer

Upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal, we will accept any and all private notes validly tendered and not withdrawn before the expiration date. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding private notes surrendered pursuant to the exchange offer. You may tender private notes only in integral multiples of $1,000.

The form and terms of the exchange notes are the same as the form and terms of the private notes except that:

•: we will register the exchange notes under the Securities Act and, therefore, the exchange notes will not bear legends restricting their transfer; and
•: holders of the exchange notes will not be entitled to any of the rights of holders of private notes under the registration rights agreement, which rights will terminate upon the completion of the exchange offer.

The exchange notes will evidence the same debt as the private notes and will be issued under the same indenture, so the exchange notes and the private notes will be treated as a single class of debt securities under the indenture.

As of the date of this prospectus, $750,000,000 in aggregate principal amount of the private notes are outstanding and registered in the name of Cede & Co., as nominee for The Depository Trust Company, or DTC. Only a registered holder of the private notes, or such holder's legal representative or attorney-in-fact, as reflected on the records of the trustee under the indenture, may participate in the exchange offer. We will not set a fixed record date for determining registered holders of the private notes entitled to participate in the exchange offer.

You do not have any appraisal or dissenters' rights under the indenture in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement and the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC.

We will be deemed to have accepted validly tendered private notes when, as and if we had given oral or written notice of acceptance to the exchange agent. The exchange agent will act as your agent for the purposes of receiving the exchange notes from us.

If you tender private notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of private notes pursuant to the exchange offer. We will pay all charges and expenses, other than the applicable taxes described below, in connection with the exchange offer.

Expiration Date; Extensions; Amendments

The term "expiration date" will mean 5:00 p.m., New York City time on October 15, 2004, unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" will mean the latest date and time to which we extend the exchange offer.

To extend the exchange offer, we will:

•: notify the exchange agent of any extension orally or in writing; and
•: publicly announce the extension, including disclosure of the approximate number of private notes deposited to date,

each before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right, in our reasonable discretion:

•: to delay accepting any private notes;
•: to extend or amend the terms of the exchange offer; or
•: if any conditions listed below under "—Conditions" are not satisfied, to terminate the exchange offer by giving oral or written notice of the delay, extension or termination to the exchange agent.

We will follow any delay in acceptance, extension or termination as promptly as practicable by oral or written notice to the exchange agent and a press release or oral or written notice to the holders of the private notes. If we amend the exchange offer in a manner we determine constitutes a material change, we will promptly disclose the amendment in a prospectus supplement that we will distribute to the registered holders. We will also extend the exchange offer for a period of five to ten business days, depending upon the significance of the amendment and the manner of disclosure, if the exchange offer would otherwise expire during the five to ten business day period.

Interest on the Exchange Notes

The exchange notes will bear interest at the same rate and on the same terms as the private notes. Consequently, the exchange notes will bear interest at a rate equal to 5.50% per annum. Interest will be payable semi-annually in arrears on January 1 and July 1, commencing January 1, 2005.

Interest on the exchange notes will accrue from the last interest payment date on which interest was paid on the private notes or, if no interest was paid on the private notes, from the date of issuance of the private notes, which was June 25, 2004. We will deem the right to receive any interest accrued on the private notes waived by you if we accept your private notes for exchange.

Procedures for Tendering

You may tender private notes in the exchange offer only if you are a registered holder of private notes. To tender in the exchange offer, you must:

•: complete, sign and date the letter of transmittal or a facsimile of the letter of transmittal;
•: have the signatures guaranteed if required by the letter of transmittal; and

•: mail or otherwise deliver the letter of transmittal or the facsimile, or an agent's message, to the exchange agent at the address listed below under "—Exchange Agent" for receipt before the expiration date.

In addition, either:

•: the exchange agent must receive certificates for the private notes along with the letter of transmittal before the expiration date;
•: the exchange agent must receive a timely confirmation of a book-entry transfer of the private notes, if the procedure is available, into its account at the depositary pursuant to the procedure for book-entry transfer described below before the expiration date; or
•: you must comply with the guaranteed delivery procedures described below.

The term "agent's message" means a message, transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from its participant tendering private notes which are the subject of this book-entry confirmation that this participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce the terms of the letter of transmittal against the participant.

Your tender, if not withdrawn before the expiration date, will constitute an agreement between you and us in accordance with the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

The method of delivery of private notes and the letter of transmittal and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. If you choose delivery by mail, we recommend registered mail, return receipt requested, properly insured. In all cases, you should allow sufficient time to assure delivery to the exchange agent before the expiration date. You should not send letters of transmittal or private notes to us. You may request your respective brokers, dealers, commercial banks, trust companies or nominees to effect the transactions described above for you.

If you are a beneficial owner of private notes whose private notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your private notes, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, before completing and executing the letter of transmittal and delivering the private notes, you must either:

•: make appropriate arrangements to register ownership of the private notes in your name; or
•: obtain a properly completed bond power from the registered holder.

The transfer of registered ownership may take considerable time. Unless the private notes are tendered:

(1): by a registered holder, or by a participant in DTC whose name appears on a security position listing as the owner, who has not completed the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" on the letter of transmittal; or
(2): for the account of an eligible institution, which means:
•: a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.,
•: a commercial bank or trust company having an office or correspondent in the United States; or

•: an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act that is a member of one of the recognized signature guarantee programs identified in the letter of transmittal,

an eligible guarantor institution must guarantee the signatures on a letter of transmittal or a notice of withdrawal described below under "—Withdrawal of Tenders."

If the letter of transmittal is signed by the registered holder(s) of the private notes tendered, the signature must correspond exactly with the name(s) written on the face of the private notes. If the letter of transmittal is signed by a participant in DTC, the signature must correspond exactly with the name as it appears on the security position listing as the holder of the private notes.

If the letter of transmittal is signed by a person other than the registered holder of any of the private notes listed, the private notes must be endorsed or accompanied by a properly completed bond power that authorizes that person to tender the private notes on behalf of the registered holder, signed by the registered holder exactly as the registered holder's name appears on the private notes.

If the letter of transmittal or any private notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, they should so indicate when signing, and unless waived by us, they must submit evidence satisfactory to us of their authority to so act with the letter of transmittal.

A tender will be deemed to have been received as of the date when the tendering holder's duly signed letter of transmittal accompanied by the private notes tendered, or a timely confirmation received by a book-entry transfer of private notes into the exchange agent's account at DTC with an agent's message, or a notice of guaranteed delivery from an eligible institution is received by the exchange agent. Issuances of exchange notes in exchange for private notes tendered under a notice of guaranteed delivery by an eligible institution will be made only against delivery of the letter of transmittal, and any other required documents, and the tendered private notes, or a timely confirmation received of a book-entry transfer of private notes into the exchange agent's account at DTC with an agent's message, to the exchange agent.

The exchange agent and the depositary have confirmed that any financial institution that is a participant in DTC's system may utilize the depositary's Automated Tender Offer Program to tender private notes.

We will determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of tendered private notes, which determination will be final and binding. We reserve the absolute right to reject any and all private notes not properly tendered or any private notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular private notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, you must cure any defects or irregularities in connection with tenders of private notes within the time we determine. Although we intend to notify you of defects or irregularities with respect to tenders of private notes, neither we, the exchange agent nor any other person will incur any liability for failure to give you that notification. We will not deem tenders of private notes to have been made until you cure, or we waive, any defects or irregularities.

While we have no present plan to acquire any private notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any private notes that are not tendered in the exchange offer, we reserve the right in our sole discretion to purchase or make offers for any private notes that remain outstanding after the expiration date. We also reserve the right to terminate the exchange offer, as described below under "—Conditions," and, to the extent permitted by applicable law, purchase private notes in the open market, in privately negotiated transactions or

otherwise. The terms of any of those purchases or offers could differ from the terms of the exchange offer.

By tendering, you will be making several representations to us including that:

(1): the exchange notes to be acquired by you are being acquired by you in the ordinary course of your business;
(2): you are not participating in, and do not intend to participate in, a distribution of the exchange notes;
(3): you have no arrangement or understanding with any person to participate in the distribution of the exchange notes;
(4): you satisfy specific requirements of your state's securities regulations;
(5): if you are a broker-dealer or are participating in the exchange offer for the purposes of distributing the exchange notes, you will comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes acquired by you and cannot rely on the position of the staff of the SEC set forth in no-action letters issued to third parties;
(6): if you are a broker-dealer, you understand that a secondary resale transaction described in clause (5) above and any resales of exchange notes obtained by you in exchange for unregistered notes acquired by you directly from us should be covered by an effective registration statement containing the selling securityholder information required by Item 507 and Item 508, as applicable, of Regulation S-K under the Securities Act; and
(7): you are not our affiliate as defined in Rule 405 under the Securities Act.

If you are a broker-dealer that will receive exchange notes for your own account in exchange for private notes that were acquired as a result of market-making activities or other trading activities, you will also be required to acknowledge in the letter of transmittal that you will deliver a prospectus in connection with any resale of those exchange notes; however, by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an underwriter within the meaning of the Securities Act.

Return of Private Notes

If we do not accept any tendered private notes for any reason described in the terms and conditions of the exchange offer or if you withdraw or submit private notes for a greater principal amount than you desire to exchange, we will return the unaccepted, withdrawn or non-exchanged notes without expense to you as promptly as practicable. In the case of private notes tendered by book-entry transfer into the exchange agent's account at the depositary pursuant to the book-entry transfer procedures described below, we will credit the private notes to an account maintained with the DTC as promptly as practicable.

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the private notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC's systems may make book-entry delivery of private notes by causing DTC to transfer the private notes into the exchange agent's account at DTC in accordance with the DTC's procedures for transfer. However, although delivery of private notes may be effected through book-entry transfer at DTC, an agent's message or the letter of transmittal or a facsimile of the letter of transmittal, with any required signature guarantees and any other required

documents, must be transmitted to the exchange agent at the address below under "—Exchange Agent" on or before the expiration date or pursuant to the guaranteed delivery procedures described below. Delivery of documents to DTC does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedures

If you are a registered holder and wish to tender your private notes and (1) the notes are not immediately available, (2) you cannot deliver the private notes, the letter of transmittal or any other required documents to the exchange agent before the expiration date, or (3) the procedures for book-entry transfer cannot be completed on a timely basis and an agent's message delivered, you may effect a tender if:

(a): the tender is made through an eligible guarantor institution;
(b): before the expiration date, the exchange agent receives from the eligible guarantor institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, that:
•: states your name and address, the certificate number(s) of the private notes and the principal amount of private notes tendered,
•: states that the tender is being made by that notice of guaranteed delivery, and
•: guarantees that, within three New York Stock Exchange trading days after the expiration date, the eligible guarantor institution will deposit with the exchange agent the letter of transmittal, together with the certificate(s) representing the private notes in proper form for transfer or a confirmation of a book-entry transfer, as the case may be, and any other documents required by the letter of transmittal; and
(c): within five New York Stock Exchange trading days after the expiration date, the exchange agent receives a properly executed letter of transmittal or facsimile of the letter of transmittal, as well as the certificate(s) representing all tendered private notes in proper form for transfer and all other documents required by the letter of transmittal.

Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your private notes according to the guaranteed delivery procedures described above.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, you may withdraw tenders of private notes at any time before 5:00 p.m., New York time, on the expiration date.

To withdraw a tender of private notes in the exchange offer, the exchange agent must receive a written or facsimile transmission notice of withdrawal at its address listed in this prospectus before the expiration date. Any notice of withdrawal must:

•: specify the name of the person who deposited the private notes to be withdrawn;
•: identify the private notes to be withdrawn, including the certificate number(s) and principal amount of the private notes;
•: be signed in the same manner as the original signature on the letter of transmittal by which the private notes were tendered, including any required signature guarantees; and
•: if applicable because the private notes have been tendered under the book-entry procedures, specify the name and number of the participant's account at DTC to be credited, if different than that of the person having tendered the private notes to be withdrawn.

We will determine in our sole discretion all questions as to the validity, form and eligibility of the notices, and our determination will be final and binding on all parties. We will not deem any properly withdrawn private notes to have been validly tendered for purposes of the exchange offer, and we will not issue exchange notes with respect to those private notes, unless you validly retender the withdrawn private notes. You may retender properly withdrawn private notes by following one of the procedures described above under "—Procedures for Tendering" at any time before the expiration date.

Conditions

Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange the exchange notes for, any private notes, and may terminate or amend the exchange offer as provided in this prospectus before the acceptance of the private notes, if, in our reasonable judgment, the exchange offer violates applicable law, rules or regulations or an applicable interpretation of the staff of the SEC or any action or proceeding has been instituted or threatened in any court or before any governmental agency with respect to the exchange offer which, in our judgment, might impair our ability to proceed with the exchange offer or materially and adversely affect us.

If we determine in our reasonable discretion that any of these conditions are not satisfied, we may:

•: refuse to accept any private notes and return all tendered private notes to the tendering noteholders;
•: extend the exchange offer and retain all private notes tendered before the exchange offer expires, subject, however, to your rights to withdraw the private notes; or
•: waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered private notes that have not been withdrawn.

If the waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that we will distribute to the registered holders of the private notes, and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during the five to ten business day period.

Termination of Rights

All of your rights under the registration rights agreement will terminate upon consummation of the exchange offer except with respect to our continuing obligations:

•: to indemnify you and parties related to you against specific liabilities, including liabilities under the Securities Act;
•: to provide, upon your request, the information required by Rule 144A(d)(4) under the Securities Act to permit resales of the notes pursuant to Rule 144A;
•: to provide copies of the latest version of the prospectus to broker-dealers upon their request for a period of up to 180 days after the expiration date;
•: to use our best efforts to keep the registration statement effective and to amend and supplement the prospectus in order to permit the prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for the period of time that persons must comply with the prospectus delivery requirements of the Securities Act in order to resell the exchange notes; and

•: to use our best efforts, under specific circumstances, to file a shelf registration statement and keep the registration statement effective to the extent necessary to ensure that it is available for resales of transfer restricted securities by broker-dealers for a period of up to two years.

Shelf Registration

If:

•: changes in law or the applicable interpretations of the staff of the SEC do not permit us to effect the exchange offer; or
•: for any other reason the exchange offer is not completed within 210 days following the date of the original issuance of the private notes; or
•: the initial purchasers so request, within 20 days after the consummation of the exchange offer, with respect to any private notes held by it following the completion of the exchange offer (or with respect to exchange notes received in exchange for the private notes); or
•: any holder of private notes (other than an initial purchaser) notifies us within 20 days after the consummation of the exchange offer that it is not eligible to participate in the exchange offer; or
•: any holder of private notes does not receive freely tradable exchange notes in the exchange offer other than by reason of such holder being our affiliate (it being understood that any prospectus delivery requirements in connection with sales of exchange notes by the initial purchasers shall not result in such exchange notes not being "freely tradable," and any prospectus delivery requirements in connection with sales of exchange notes by an exchanging broker- dealer shall not result in such exchange notes not being "freely tradable."),

we will, at our cost:

•: as promptly as practicable, but not later than 30 days after so required or requested pursuant to the registration rights agreement, cause to be filed with the SEC a shelf registration statement covering resales of the private notes;
•: use our best efforts to cause the shelf registration to be declared effective under the Securities Act as soon as practicable; and
•: use our best efforts to keep effective the shelf registration statement until the earlier of two years after its effective date or until all notes eligible to be sold thereunder have been sold.

We will provide to each relevant holder copies of the prospectus which is part of the shelf registration statement, notify each holder when the shelf registration statement has been filed and when it has become effective and take certain other actions as are required to permit unrestricted resales of the notes. A holder that sells notes pursuant to the shelf registration statement generally:

•: will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers;
•: will be subject to certain of the civil liability provisions under the Securities Act in connection with the sales; and
•: will be bound by the provisions of the registration rights agreement which are applicable to the holder, including specified indemnification obligations.

In addition, a holder of private notes will be required to deliver information to be used in connection with the shelf registration statement in order to have the holder's private notes included in the shelf registration statement. The notes of any holder that unreasonably fails to furnish this information

within a reasonable time after receiving the request may be excluded from the shelf registration statement.

Liquidated Damages

If:

•: on or prior to the 90^th day following the date of original issuance of the notes, neither the exchange offer registration statement nor the shelf registration statement has been filed with the SEC;
•: on or prior to the 180^th day following the date of the original issuance of the notes, neither the exchange offer registration statement nor the shelf registration statement has been declared effective;
•: on or prior to the 210^th day following the date of the original issuance of the notes, neither the exchange offer has been completed nor the shelf registration statement has been declared effective; or
•: after either the exchange offer registration statement or the shelf registration statement has been declared effective, such registration statement ceases to be effective or usable (subject to specified exceptions) in connection with resales of notes in accordance with and during the periods specified in the registration rights agreement,

the interest rate borne by the notes will increase by 0.25% per annum during the 90-day period immediately following the occurrence of any of the events described above, each of which will constitute a registration default. The interest rate will increase by 0.25% per annum at the end of each subsequent 90-day period until all such registration defaults have been cured, but in no event shall such rate increase exceed 0.50% per annum. Following the cure of all registration defaults, the accrual of the additional interest will cease and the interest rate will revert to the original rate.

Exchange Agent

We have appointed U.S. Bank National Association, as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or the letter of transmittal and requests for a notice of guaranteed delivery to the exchange agent addressed as follows.

By registered or Certified Mail, Overnight Delivery, or Hand Delivery:

U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107-2292
Attention: Frank Leslie
Specialized Finance

By Telephone:
(800) 934-6802

By Facsimile:
(651) 495-8097

Delivery to an address other than the one stated above or transmission via a facsimile number other than the one stated above will not constitute a valid delivery.

Fees and Expenses

We will bear the expenses of soliciting tenders. We are making the principal solicitation by mail; however, our and our affiliates' officers and regular employees may make additional solicitations by telegraph, telephone or in person.

We have not retained any dealer manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses.

We will pay the cash expenses incurred in connection with the exchange offer which we estimate to be approximately $200,000. These expenses include registration fees, fees and expenses of the exchange agent and the trustee, accounting and legal fees and printing costs, among others.

We will pay all transfer taxes, if any, applicable to the exchange of notes pursuant to the exchange offer. If, however, a transfer tax is imposed for any reason other than the exchange of the private notes pursuant to the exchange offer, then you must pay the amount of these transfer taxes. If you do not submit satisfactory evidence of payment of these taxes or exemption from payment with the letter of transmittal, we will bill the amount of these transfer taxes directly to you.

Consequence of Failures to Exchange

Participation in the exchange offer is voluntary. We urge you to consult your financial and tax advisors in making your decisions on what action to take.

Private notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities. Accordingly, those private notes may be resold only:

•: to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A;
•: in a transaction meeting the requirements of Rule 144 under the Securities Act;
•: outside the United States to a foreign person in a transaction meeting the requirements of Rule 903 or 904 of Regulation S under the Securities Act;
•: in accordance with another exemption from the registration requirements of the Securities Act and based upon an opinion of counsel if we so request;
•: to us; or
•: pursuant to an effective registration statement.

In each case, the private notes may be resold only in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction.

Accounting Treatment

For accounting purposes, we will recognize no gain or loss as a result of the exchange offer. The expenses of the exchange offer will be amortized over the term of the exchange notes.

DESCRIPTION OF EXCHANGE NOTES

General

The private notes were issued and the exchange notes will be issued pursuant to an indenture among Harrah's Operating, Harrah's Entertainment and U.S. Bank National Association, as trustee. The following summary highlights certain material terms of the exchange notes, which are identical in all material respects to the terms of the private notes, except that the registration rights and related liquidated damages provisions, and the transfer restrictions that apply to the private notes, do not apply to the exchange notes. We urge you to read the indenture because it, and not this description, defines your rights as holders of the exchange notes. As used in this section, the terms "note" and "notes" refer to the exchange notes.

The notes:

•: are senior unsecured Obligations of Harrah's Operating;
•: are equal in right of payment to any existing and future senior unsecured Indebtedness of Harrah's Operating; and
•: are guaranteed by Harrah's Entertainment.

The guarantees by Harrah's Entertainment will be:

•: senior unsecured Obligations of Harrah's Entertainment; and
•: equal in right of payment to any other existing and future senior unsecured Indebtedness of Harrah's Entertainment.

The notes initially are limited to $750,000,000 principal amount. We may from time to time without the consent of the holders of the notes create and issue additional notes, equal in rank to the notes offered hereby in all respects (or in all respects except for the payment of interest accruing prior to the issue date of the new notes or except for the first payment of interest following the issue date of the new notes) so that the new notes may be consolidated and form a single series of notes with the notes offered hereby and have the same terms as to status, redemption or otherwise as the notes offered hereby. In the event that we issue additional notes, we will prepare a new offering memorandum or prospectus.

Some of the capitalized terms used in the "Description of Exchange Notes" are defined below under "Certain Definitions."

Principal, Maturity and Interest

Harrah's Operating will issue the notes in fully registered book-entry form only, without coupons in denominations of $1,000 and any integral multiple of $1,000. The notes will mature on July 1, 2010, referred to as the "Maturity Date." Each note will bear interest at the rate of 5.50% from June 25, 2004, or from the most recent interest payment date to which interest has been paid or provided for, payable semiannually on January 1 and June 1 of each year (each, an "Interest Payment Date"), commencing January 1, 2005, to the persons in whose names such notes are registered at the close of business on the date fifteen calendar days prior to such Interest Payment Date.

If any Interest Payment Date, date of redemption (the "Redemption Date") or Maturity Date of any of the notes is not a business day, then payment of principal, premium, if any, and interest will be made on the next succeeding business day. No interest will accrue on the amount so payable for the period from such Interest Payment Date, Redemption Date or Maturity Date, as the case may be, to the date payment is made. Interest on the notes will be computed on the basis of a 360-day year, consisting of twelve 30-day months.

The notes will not be entitled to the benefit of any sinking fund.

Optional Redemption

The notes are redeemable, in whole or in part, at any time, at our option, at a redemption price equal to the greater of:

•: 100% of the principal amount of notes to be redeemed, and
•: the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points, as calculated by an Independent Investment Banker,

plus, in either of the above cases, accrued and unpaid interest on the principal amount being redeemed to the Redemption Date.

"Adjusted Treasury Rate" means, with respect to any Redemption Date for the notes:

•: the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Maturity Date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month); or
•: if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

The Adjusted Treasury Rate shall be calculated on the third business day preceding the Redemption Date.

"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes.

"Comparable Treasury Price" means with respect to any Redemption Date (1) the average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.

"Reference Treasury Dealer" means:

•: J.P. Morgan Securities Inc. and its successors; provided that, if J.P. Morgan Securities Inc. ceases to be a U.S. Government securities dealer in New York City, referred to herein as a Primary Treasury Dealer, we will substitute another Primary Treasury Dealer; and
•: any of at least four other Primary Treasury Dealers selected by us.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third business day preceding such Redemption Date.

We will mail a notice of redemption at least 30 days but not more than 60 days before the Redemption Date to each holder of notes to be redeemed. If we elect to partially redeem the notes, the trustee will select in a fair and appropriate manner the notes to be redeemed.

Unless we default in payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the notes or portions thereof called for redemption.

Merger, Consolidation or Sale of Assets

Harrah's Operating may not consolidate with or merge with or into any other corporation, person or entity or, directly or indirectly, sell, lease or convey all or substantially all of its assets to another corporation, person or entity, and may not permit any corporation, person or entity to, directly or indirectly, sell, lease or convey all or substantially all of its assets to Harrah's Operating, whether in a single transaction or a series of related transactions, unless:

•: either the successor or transferee is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes, by supplemental indenture, Harrah's Operating's obligations on the notes and the indenture, or Harrah's Operating is the surviving person;
•: immediately after giving effect to the transaction, no Event of Default, and no event or condition which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and
•: Harrah's Operating has delivered to the trustee an officers' certificate and an opinion of counsel stating that the consolidation, merger, sale, conveyance or lease and the supplemental indenture comply with the indenture.

Harrah's Entertainment may not consolidate with or merge with or into any other corporation, person or entity or, directly or indirectly, sell, lease or convey all or substantially all of its assets (computed on a consolidated basis) to another corporation, person or entity, and may not permit any corporation, person or entity to, directly or indirectly, sell, lease or convey all or substantially all of its assets to Harrah's Entertainment, whether in a single transaction or a series of related transactions, unless:

•: either the successor or transferee is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes, by a supplemental indenture, Harrah's Entertainment's obligations under the guarantee and the indenture, or Harrah's Entertainment is the surviving person;
•: immediately after giving effect to the transaction, no Event of Default, and no event or condition which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

•: Harrah's Entertainment has delivered to the trustee an officers' certificate and an opinion of counsel stating that the consolidation, merger, sale, conveyance or lease and the supplemental indenture comply with the indenture.

Events of Default

"Event of Default" means, with respect to the notes, any of the following events:

•: failure to pay principal of any notes when due and payable at maturity, upon redemption or otherwise;
•: failure to pay any interest on any notes when due and payable, and such default continues for 30 days;
•: default in the performance or breach of any covenant or warranty of Harrah's Operating or Harrah's Entertainment in the indenture, which default continues uncured for a period of 60 days after Harrah's Operating or Harrah's Entertainment receives written notice from the trustee or Harrah's Operating, Harrah's Entertainment and the trustee receive written notice from the holders of at least 25% in principal amount of the outstanding notes as provided in the indenture;
•: certain events of bankruptcy, insolvency or reorganization; and
•: the acceleration of the maturity of any Indebtedness of Harrah's Operating (other than Non-recourse Indebtedness), at any one time, in an amount in excess of the greater of (1) $25 million and (2) 5% of the Consolidated Net Tangible Assets, if such acceleration is not annulled within 30 days after Harrah's Operating receives written notice from the trustee and the holders of at least 25% in principal amount of the outstanding notes.

"Non-recourse Indebtedness" means indebtedness with terms providing that the lender's claim for repayment of that indebtedness is limited solely to a claim against the property which secures the indebtedness.

"Consolidated Net Tangible Assets" means the total amount of assets (including investments in Joint Ventures) of Harrah's Operating and its subsidiaries (less applicable depreciation, amortization and other valuation reserves) after deduction therefrom of:

•: all current liabilities of Harrah's Operating's and its subsidiaries excluding (1) the current portion of long-term indebtedness, (2) intercompany liabilities and (3) any liabilities which are by their terms renewable or extendable at the option of the obligor thereon to a time more than twelve months from the time as of which the amount thereof is being computed; and
•: all goodwill, trade names, trademarks, patents, unamortized debt discount and any other like intangibles, all as set forth on the consolidated balance sheet of Harrah's Operating for the most recently completed fiscal quarter for which financial statements are available and computed in accordance with generally accepted accounting principles.

If an Event of Default with respect to notes (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization) occurs and is continuing, either the trustee or the holders of at least 25% in principal amount of the outstanding notes may, by a notice as provided in the indenture, declare the unpaid principal amount of, and any accrued and unpaid interest on, all notes to be due and payable immediately. However, at any time after a declaration of acceleration with respect to notes has been made, but before the trustee obtains a judgment or decree based on that acceleration, the holders of a majority in aggregate principal amount of the then outstanding notes may, under certain circumstances, rescind and annul that acceleration and its consequences. For information regarding waiver of defaults, see "Amendment and Waiver" below.

The indenture will provide that, subject to the trustee's duty to act with the required standard of care during an Event of Default, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any of the holders, unless such holders offer the trustee reasonable security or indemnity. Subject to certain provisions of the indenture, including those entitling the trustee to receive security and indemnification, the holders of a majority in principal amount of the outstanding notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the notes.

The indenture requires that we furnish annually to the trustee a statement as to our performance of our obligations under the indenture. In addition, we are required to notify the trustee any time we become aware of a default or Event of Default.

Amendment and Waiver

We generally may amend the indenture or the notes with the written consent of the holders of at least a majority in principal amount of the outstanding notes affected by the amendment. The holders of a majority in principal amount of the outstanding notes may also waive our compliance in a particular instance with any provision of the indenture with respect to the notes. We must obtain the consent of each holder of notes affected by a particular amendment or waiver, however, if such amendment or waiver:

•: reduces the amount of notes whose holders must consent to an amendment, supplement or waiver;
•: reduces the rate of or extends the time for payment of interest, including default interest, on the notes;
•: reduces the principal of, or changes the fixed maturity of, any notes or reduces the amount of, or postpones the date fixed for, redemption or analogous obligation with respect to any notes;
•: reduces the principal amount of discount notes payable upon acceleration of maturity;
•: makes the principal of or interest on the notes payable in currency other than that stated in the notes;
•: makes any change to provisions of the indenture concerning waivers of defaults or Events of Default by holders or the rights of holders of notes to recover the principal of or interest on those notes; or
•: waives a default in the payment of the principal of or interest on any notes, except as otherwise provided in the indenture.

We may amend the indenture or the notes without the consent of any holder of a debt security:

•: to cure any ambiguity, defect or inconsistency;
•: to comply with the indenture's provisions with respect to successor corporations;
•: to comply with any requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended;
•: to make any change that does not adversely affect the rights of any holder of notes; or
•: to issue additional notes as permitted by the indenture.

The holders of a majority in principal amount of the outstanding notes, by notice to the trustee, may waive any existing default or Event of Default and its consequences with respect to the notes other than a default or Event of Default in the payment of the principal of or any interest on any notes;

provided, however, that the holders of a majority in principal amount of the outstanding notes may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration.

Additional Covenants of Harrah's Operating

Limitation on Liens. Neither Harrah's Operating nor any of its Subsidiaries may issue, assume or guarantee any Indebtedness secured by a Lien upon any Consolidated Property or on any Indebtedness or shares of capital stock of, or other ownership interests in, any Subsidiaries (regardless of whether the Consolidated Property, Indebtedness, capital stock or ownership interests were acquired before or after the date of the Indenture) without effectively providing that the notes shall be secured equally and ratably with (or prior to) such Indebtedness so long as such Indebtedness shall be so secured, except that this restriction will not apply to:

•: Liens existing on the date of original issuance of the notes;
•: Liens affecting property of a corporation or other entity existing at the time it becomes a Subsidiary of Harrah's Operating or at the time it is merged into or consolidated with Harrah's Operating or a Subsidiary of Harrah's Operating;
•: Liens on property existing at the time of acquisition thereof or to secure Indebtedness incurred prior to, at the time of, or within 24 months after the acquisition for the purpose of financing all or part of the purchase price thereof;
•: Liens on any property to secure all or part of the cost of improvements or construction thereon or Indebtedness incurred to provide funds for such purpose in a principal amount not exceeding the cost of such improvements or construction;
•: Liens which secure Indebtedness owing by a Subsidiary of Harrah's Operating to Harrah's Operating or to a Subsidiary of Harrah's Operating;
•: Liens securing Indebtedness of Harrah's Operating the proceeds of which are used substantially simultaneously with the incurrence of such Indebtedness to retire Funded Debt;
•: purchase money security Liens on personal property;
•: Liens securing Indebtedness of Harrah's Operating or any of its Subsidiaries the proceeds of which are used within 24 months of the incurrence of such Indebtedness for the cost of the construction and development or improvement of property of Harrah's Operating or any of its Subsidiaries;
•: Liens on the stock, partnership or other equity interest of Harrah's Operating or any of its Subsidiaries in any Joint Venture or any such Subsidiary which owns an equity interest in such Joint Venture to secure Indebtedness, provided the amount of such Indebtedness is contributed and /or advanced solely to such Joint Venture;
•: Liens to government entities, including pollution control or industrial revenue bond financing;
•: Liens required by any contract or statute in order to permit Harrah's Operating or a Subsidiary of Harrah's Operating to perform any contract or subcontract made by it with or at the request of a governmental entity;
•: mechanic's, materialman's, carrier's or other like Liens, arising in the ordinary course of business;
•: Liens for taxes or assessments and similar charges;

•: zoning restrictions, easements, licenses, covenants, reservations, restrictions on the use of real property and certain other minor irregularities of title; and
•: any extension, renewal, replacement or refinancing of any Indebtedness secured by a Lien permitted by any of the foregoing clauses.

Notwithstanding the foregoing, Harrah's Operating and any one or more of its Subsidiaries may, without securing the notes, issue, assume or guarantee Indebtedness which would otherwise be subject to the foregoing restrictions in an aggregate principal amount which, together with all other such Indebtedness of Harrah's Operating and its Subsidiaries which would otherwise be subject to the foregoing restrictions (not including Indebtedness permitted by the preceding paragraph) and the aggregate Value of Sale and Lease-Back Transactions (other than those in connection with which Harrah's Operating has voluntarily retired Funded Debt), does not at any one time exceed 15% of Consolidated Net Tangible Assets of Harrah's Operating and its consolidated Subsidiaries.

Limitation on Sale and Lease-Back Transactions. Neither Harrah's Operating nor any of its Subsidiaries will enter into any Sale and Lease-Back Transaction unless either:

•: Harrah's Operating or such Subsidiary would be entitled, pursuant to the above provisions, to incur Indebtedness in a principal amount equal to or exceeding the Value of such Sale and Lease-Back Transaction, secured by a Lien on the property to be leased, without equally and ratably securing the notes, or
•: Harrah's Operating within 120 days after the effective date of such Sale and Lease-Back Transaction applies to the voluntary retirement of its Funded Debt an amount equal to the Value of the Sale and Lease-Back Transaction (subject to credits for certain voluntary retirements of Funded Debt).

Taxes. Harrah's Operating will, and will cause each of its significant subsidiaries to, pay prior to delinquency all material taxes, assessments and governmental levies, except as contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to a holder of the notes.

Guarantee of Notes

Harrah's Entertainment will irrevocably and unconditionally guarantee, on an unsecured senior basis, the payment of all obligations of Harrah's Operating under the notes. If Harrah's Operating defaults in the payment of the principal of, premium, if any, or interest on such notes when and as the same shall become due, whether upon maturity, acceleration, call for redemption or otherwise, without the necessity of action by the trustee or any holder of such notes, Harrah's Entertainment shall be required promptly and fully to make such payment. The indenture provides for the release of Harrah's Entertainment as guarantor of the notes in certain circumstances, including circumstances in which:

•: Harrah's Operating ceases to be a wholly owned subsidiary of Harrah's Entertainment; or
•: Harrah's Operating transfers all or substantially all of its assets to, or merges with, another entity in a transaction governed by the "When Company May Merge, Etc." covenant in the indenture, and (1) such transferee entity assumes Harrah's Operating's obligations under the indenture and (2) such transfer or merger otherwise complies with the requirements of such covenant.

Harrah's Entertainment conducts substantially all of its business through Harrah's Operating and its subsidiaries and does not own any material assets other than the common stock of Harrah's Operating. As such, Harrah's Entertainment is dependent on the receipt of dividends or other payments from Harrah's Operating to make payments on the guarantee of the notes.

Limited Liability of Certain Persons

None of the past, present or future stockholders, incorporators, employee officers or directors, as such, of Harrah's Operating, Harrah's Entertainment or any of our affiliates or successor corporations shall have any personal liability in respect of our obligations under the indenture or the notes by reason of his, her or its status as such stockholder, incorporator, employee officer or director.

Mandatory Disposition Pursuant to Gaming Laws

Federal, state and local authorities in several jurisdictions regulate extensively our casino entertainment operations. The nature of such regulation is described in detail in Exhibit 99 to our Annual Report filed on Form 10-K for the year ended December 31, 2003, which we have incorporated by reference herein. The gaming authority of any jurisdiction in which we or any of our subsidiaries conduct or propose to conduct gaming may require that a holder of the notes or the beneficial owner of the notes of a holder be licensed, qualified or found suitable under applicable gaming laws. Under the indenture, each person that holds or acquires beneficial ownership of any of the notes shall be deemed to have agreed, by accepting such notes, that if any such gaming authority requires such person to be licensed, qualified or found suitable under applicable gaming laws, such holder or beneficial owner, as the case may be, shall apply for a license, qualification or a finding of suitability within the required time period.

If a person required to apply or become licensed or qualified or be found suitable fails to do so, we shall have the right, at our election, (1) to require such person to dispose of its notes or beneficial interest therein within 30 days of receipt of notice of such election or such earlier date as may be requested or prescribed by such gaming authority or (2) to redeem such notes at a redemption price equal to the lesser of:

•: such person's cost, or
•: 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the earlier of (1) the redemption date or (2) the date of the finding of unsuitability, which may be less than 30 days following the notice of redemption if so requested or prescribed by the applicable gaming authority. We will notify the trustee in writing of any such redemption as soon as practicable. We will not be responsible for any costs or expenses any such holder may incur in connection with its application for a license, qualification or a finding of suitability.

No Protection in the Event of a Change of Control

The notes do not contain any provisions which may afford holders of the notes protection in the event either Harrah's Operating or Harrah's Entertainment has a change of control or in the event of a highly leveraged transaction (whether or not such transaction results in a change in control) which could adversely affect holders of the notes.

Defeasance of Debt Securities and Certain Covenants in Certain Circumstances

Defeasance and Discharge. The indenture provides that we may be discharged from any and all obligations in respect of the notes, except for certain obligations to pay additional amounts, if any, upon the occurrence of certain tax, assessment or governmental charge events with respect to payments on such notes, to register the transfer or exchange of notes, to replace stolen, lost or mutilated notes, to maintain paying agencies and to hold money for payment in trust. We will be so discharged when we:

•: deposit with the trustee money and/or government obligations that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient

in the opinion of a nationally recognized firm of independent public accountants to pay each installment of principal and interest on the notes on the dates such payments are due; and

•: deliver to the trustee an opinion of counsel, based on a change in tax law or a ruling from the United States Internal Revenue Service, to the effect that holders of the notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge.

Defeasance of Certain Covenants. The indenture provides that, unless otherwise provided by the terms of the notes, upon compliance with certain conditions:

•: we may omit to comply with certain restrictive covenants contained in the indenture, and
•: any omission to comply with such obligations will not constitute a default or Event of Default with respect to the notes.

When we may omit to comply with certain provisions of the indenture as provided above, we refer to it as a "covenant defeasance."

The conditions require, among others, that we:

•: deposit with the trustee money and/or government obligations that, through the payment of interest and principal in respect thereof, in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants to pay each installment of principal and interest on the notes on the dates such payments are due; and
•: deliver to the trustee an opinion of counsel to the effect that holders of the notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and defeasance.

Certain Definitions

"Affiliate" of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, "control," including, with correlative meanings, the terms "controlled by" and "under common control with," as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities or by agreement or otherwise.

"Consolidated Property" means any property of Harrah's Operating or any of its Subsidiaries.

"Funded Debt" means all Indebtedness of Harrah's Operating which (1) matures by its terms on, or is renewable at the option of any obligor thereon to, a date more than one year after the date of original issuance of such Indebtedness and (2) ranks at least pari passu with the notes.

"Indebtedness" of any person means (1) any indebtedness of such person, contingent or otherwise, in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such person or only to a portion thereof), or evidenced by notes, bonds, debentures or similar instruments or letters of credit, or representing the balance deferred and unpaid of the purchase price of any property, including any such indebtedness incurred in connection with the acquisition by such person or any of its Subsidiaries of any other business or entity, if and to the extent such indebtedness would appear as a liability upon a balance sheet of such person prepared in accordance with generally accepted accounting principles, including for such purpose obligations under capitalized leases, and (2) any guarantee, endorsement (other than for collection or deposit in the ordinary course of business), discount with recourse, agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire or to supply or advance funds with respect to, or to become liable with respect to

(directly or indirectly) any indebtedness, obligation, liability or dividend of any person, but shall not include indebtedness or amounts owed for compensation to employees, or for goods or materials purchased, or services utilized, in the ordinary course of business of such person. Notwithstanding anything to the contrary in the foregoing, "Indebtedness" shall not include (1) any contracts providing for the completion of construction or other payment or performance with respect to the construction, maintenance or improvement of, or payment of taxes, revenue share payments or other fees to governmental entities with respect to, property or equipment of Harrah's Operating or its Affiliates or (2) any contracts providing for the obligation to advance funds, property or services on behalf of an Affiliate of Harrah's Operating in order to maintain the financial condition of such Affiliate. For purposes of this definition of Indebtedness, a "capitalized lease" shall be deemed to mean a lease of real or personal property which, in accordance with generally accepted accounting principles, is required to be capitalized.

"Joint Venture" means any partnership, corporation or other entity, in which up to and including 50% of the partnership interests, outstanding voting stock or other equity interests is owned, directly or indirectly, by Harrah's Operating and/or one or more of its Subsidiaries.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit, arrangement, encumbrance, security interest, lien (statutory or otherwise), or preference, priority or other security or similar agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

"Obligations" means any principal, interest, premium, if any, penalties, fees, indemnifications, reimbursements, damages or other liabilities or amounts payable under the documentation governing or otherwise in respect of any Indebtedness.

"Sale and Lease-Back Transaction" means any arrangement with a person (other than Harrah's Operating or any of its Subsidiaries), or to which any such person is a party, providing for the leasing to Harrah's Operating or any of its Subsidiaries for a period of more than three years of any Consolidated Property which has been or is to be sold or transferred by Harrah's Operating or any of its Subsidiaries to such person or to any other person (other than Harrah's Operating or any of its Subsidiaries), to which funds have been or are to be advanced by such person on the security of the leased property.

"Stated Maturity" means when used with respect to the notes or any installment of interest thereon the date specified in the notes as the fixed date on which the principal of the notes or such installment of principal or interest is due and payable.

"Subsidiary" of any specified person means any corporation of which at least a majority of the outstanding stock having by the terms thereof ordinary voting power for the election of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned by such person, or by one or more other Subsidiaries, or by such person and one or more other Subsidiaries.

"Value" means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of (1) the net proceeds of the sale or transfer of property leased pursuant to such Sale and Lease-Back Transaction or (2) the fair value, in the opinion of Harrah's Operating's Board of Directors as evidenced by a board resolution, of such property at the time of entering into such Sale and Lease-Back Transaction.

Book-Entry, Delivery and Form

The notes will be represented by one or more permanent global notes in definitive, fully registered form without interest coupons and will be deposited with the trustee as custodian for, and registered in the name of a nominee of, DTC.

We expect that pursuant to procedures established by DTC (i) upon the issuance of the notes, DTC or its custodian will credit, on its internal system, the principal amount at maturity of the individual beneficial interests represented by such notes to the respective accounts of persons who have accounts with such depositary and (ii) ownership of beneficial interests in a global note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Ownership of beneficial interests in a global note will be limited to persons who have accounts with DTC ("participants") or persons who hold interests through participants.

So long as DTC, or its nominee, is the registered owner or holder of the notes, DTC or that nominee, as the case may be, will be considered the sole owner or holder of the notes represented by the global note for all purposes under the indenture and the notes. No beneficial owner of an interest in a global note will be able to transfer that interest except in accordance with DTC's applicable procedures, in addition to those provided for under the indenture and, if applicable, those of Euroclear and Clearstream Banking.

Payments of the principal of, and interest on, a global note will be made to DTC or its nominee, as the case may be, as the registered owner thereof. Neither we, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

We expect that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a global note, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global note as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in such global note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream Banking will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the notes, cross-market transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream Banking, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream Banking, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream Banking, as the case may be, by the counterparts in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream Banking, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream

Banking participants may not deliver instructions directly to the depositories for Euroclear or Clearstream Banking.

Because of time zone differences, the securities account of a Euroclear or Clearstream Banking participant purchasing an interest in a global note from a participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream Banking participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream Banking) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream Banking as a result of sales of interest in a global note by or through a Euroclear or Clearstream Banking participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream Banking cash account only as of the business day for Euroclear or Clearstream Banking following DTC's settlement date.

We expect that DTC will take any action permitted to be taken by a holder of notes (including the presentation of notes for exchange as described below) only at the direction of one or more participants to whose account DTC interests in a global note is credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the notes, the Depository Trust Company will exchange the applicable global note for certificated notes, which it will distribute to its participants.

We understand that: DTC is a limited purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "Clearing Agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and certain other organizations. Indirect access to DTC system is available to others such as banks, brokers, dealers and trust companies and certain other organizations that clear through or maintain a custodial relationship with a participant, either directly or indirectly ("indirect participants").

Although DTC, Euroclear and Clearstream Banking are expected to follow the foregoing procedures in order to facilitate transfers of interests in a global note among participants of DTC, Euroclear and Clearstream Banking, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream Banking or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

If DTC is at any time unwilling or unable to continue as a depositary for the global notes and a successor depositary is not appointed by us within 90 days, we will issue certificated notes in exchange for the global notes. Holders of an interest in a global note may receive certificated notes in accordance with DTC's rules and procedures in addition to those provided for under the indenture.

Same Day Settlement and Payment

We will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, interest and liquidated damages, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note holder. We will make all payments of principal, interest and premium and liquidated damages, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no account is specified, by mailing a check to that holder's registered address. The notes represented by

the Global Notes are expected to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in the notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any crediting of this type will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised us that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

The Trustee

The trustee under the indenture is U.S. Bank National Association.

Governing Law

The indenture and the notes will be governed by, and construed in accordance with, the internal laws of the state of New York.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE

The following is a discussion of the material United States federal income tax consequences relevant to the exchange of private notes for exchange notes in the exchange offer. The discussion is based upon the Internal Revenue Code of 1986, as amended, applicable Treasury regulations, judicial authority and administrative rulings and practice. There can be no assurance that the Internal Revenue Service (the "IRS") will not take a contrary view, and no ruling from the IRS has been or will be sought. Legislative, judicial or administrative changes or interpretations may be forthcoming that could alter or modify the statements and conclusions set forth herein. Any such changes or interpretations may or may not be retroactive and could affect the tax consequences to holders. Certain holders (including, without limitation, insurance companies, tax-exempt organizations, financial institutions, broker-dealers, persons holding notes as a part of a hedging or conversion transaction or a straddle, persons whose functional currency is not the U.S. dollar, and persons who are not citizens or residents of the United States or who are foreign corporations, foreign partnerships or foreign estates or trusts as to the United States) may be subject to special rules not discussed below. In addition, the discussion does not consider the effect of any applicable state, local, foreign or other tax laws. EACH HOLDER IS URGED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO ITS PARTICULAR SITUATION AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Exchange of Private Notes for Exchange Notes

The exchange of the private notes for exchange notes in the exchange offer will not be treated as an "exchange" for federal income tax purposes, because the exchange notes will not be considered to differ materially in kind or extent from the private notes. The holder will have a basis for the exchange notes equal to the basis of the private notes and the holder's holding period for the exchange notes will include the period during which the private notes were held. Accordingly, no material United States federal income tax consequences will result to holders exchanging private notes for exchange notes.

PLAN OF DISTRIBUTION

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, offer to resell or other transfers of such exchange notes. 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 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, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of exchange notes by brokers-dealers or any other persons. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

For a period of 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holder of the private notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the private notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

The broker-dealer acknowledges and agrees that, upon receipt of notice from us of the happening of any event which:

•: makes any statement in this prospectus untrue in any material respect;
•: requires the making of any changes in this prospectus to make the statements in this prospectus not misleading; or
•: may impose upon us disclosure obligations that may have a material adverse effect on us,

which notice we agree to deliver promptly to the broker-dealer, the broker-dealer will suspend use of this prospectus until we have notified the broker-dealer that delivery of the prospectus may resume and have furnished copies of any amendment or supplement to this prospectus to the broker-dealer.

LEGAL MATTERS

The validity of the securities offered hereby is being passed upon for us by Latham & Watkins LLP, Costa Mesa, California.

EXPERTS

The consolidated financial statements and the related financial statement schedule incorporated in this prospectus by reference from the Harrah's Entertainment, Inc. Annual Report on Form 10-K for the year ended December 31, 2003 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph relating to Harrah's Entertainment, Inc.'s change in 2002 in its method of accounting for goodwill and other intangible assets to conform to Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"), which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements and the related financial statement schedule incorporated in this prospectus by reference from the Caesars Entertainment, Inc. (formerly known as Park Place Entertainment Corporation) Annual Report on Form 10-K for the year ended December 31, 2003 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph relating to Caesars Entertainment, Inc.'s change in 2002 in its method of accounting for goodwill and other intangible assets to conform to Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"), which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The 2003 and 2002 consolidated financial statements incorporated in this prospectus by reference from the Horseshoe Gaming Holding Corp. Annual Report on Form 10-K for the year ended December 31, 2003 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the application of procedures relating to certain disclosures of financial statement amounts related to the 2001 financial statements that were audited by other auditors who have ceased operations and for which they have expressed no opinion or other form of assurance other than with respect to such disclosures and also includes an explanatory paragraph relating to Horseshoe's change in 2002 in its method of accounting for goodwill and other intangible assets to conform to Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"), which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Horseshoe Gaming Holding Corp. for the year ended December 31, 2001 were audited by Arthur Andersen LLP, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said report. We have not been able to obtain the written consent of Arthur Andersen to the inclusion of their report in this prospectus, and we have dispensed with the requirement to file their consent in reliance on Rule 437a promulgated under the Securities Act of 1933, as amended. Because Arthur Andersen has not consented to the inclusion of their report in this prospectus, investors will not be able to recover against Arthur Andersen under Section 11 of the Securities Act. In addition, the ability of Arthur Andersen to satisfy any claims (including claims arising from its provision of auditing and other services to Horseshoe Gaming Holding Corp.) may be limited as a result of the diminished amount of assets of Arthur Andersen that are or may in the future be available to satisfy claims.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements, and other documents with the SEC under the Securities Exchange Act of 1934. Our SEC filings are available to the public at our website at www.harrahs.com and the SEC's website at http://www.sec.gov. You may also read and copy any document we file at the SEC's Public Reference Room located at:

Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
202-942-7040

You may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330 (1-800-732-0330).

In addition, because our common stock is listed on the New York Stock Exchange, you may read our reports, proxy statements, and other documents at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

As long as any of the exchange notes remain outstanding and during any period in which we are not subject to Section 13 or 15(d) of the Exchange Act, we will provide holders of the exchange notes, security analysts and prospective purchasers with the information required by Rule 144A(d)(4) under the Securities Act at their request.

DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to "incorporate by reference" the information Harrah's Entertainment, Caesars and Horseshoe file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. Any statement contained in a document incorporated by reference shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement. We incorporate by reference the documents of Harrah's Entertainment, Caesars and Horseshoe listed below and any future filings made by Harrah's Entertainment with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") prior to the termination of the exchange offer:

•: Annual Report of Harrah's Entertainment on Form 10-K for the year ended December 31, 2003 (including all exhibits thereto);
•: Proxy Statement of Harrah's Entertainment on Schedule 14A dated March 4, 2004;
•: Quarterly Reports of Harrah's Entertainment on Form 10-Q for the quarters ended March 31 and June 30, 2004 (including all exhibits thereto);
•: Current Reports of Harrah's Entertainment on Form 8-K dated January 20, 2004, February 4, 2004, April 29, 2004, May 19, 2004, June 21, 2004, June 22, 2004, July 15, 2004 (as amended by Form 8-K/A filed on September 2, 2004), July 16, 2004, and August 30, 2004 (including all exhibits thereto);
•: Annual Report of Horseshoe Gaming Holding Corp. on Form 10-K for the year ended December 31, 2003 (including all exhibits thereto);
•: Annual Report of Caesars Entertainment, Inc. on Form 10-K for the year ended December 31, 2003 (including all exhibits thereto); and
•: Quarterly Report of Caesars Entertainment, Inc. on Form 10-Q for the quarter ended June 30, 2004 (including all exhibits thereto).

You may request a free copy of these filings by writing or telephoning us at the following address:

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

HARRAH'S OPERATING COMPANY, INC.

Offer to Exchange up to $750,000,000 of its
5.50% Senior Notes due 2010
Which Have Been Registered Under the Securities Act,
for up to $750,000,000 of its Outstanding
5.50% Senior Notes due 2010

PROSPECTUS

September 16, 2004

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FORWARD-LOOKING STATEMENTS
MARKET DATA
PROSPECTUS SUMMARY
THE EXCHANGE NOTES
RISK FACTORS
USE OF PROCEEDS
SELECTED FINANCIAL DATA
Harrah's Entertainment, Inc.
Caesars Entertainment, Inc.
SUMMARY UNAUDITED PRO FORMA FINANCIAL AND OTHER DATA
HARRAH'S ENTERTAINMENT, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
HARRAH'S ENTERTAINMENT, INC. PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2004 (unaudited) (In millions, except per share amounts)
HARRAH'S ENTERTAINMENT, INC. PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2003 (unaudited) (In millions, except per share amounts)
HARRAH'S ENTERTAINMENT, INC. PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF JUNE 30, 2004 (unaudited) (In millions, except share amounts)
HARRAH'S ENTERTAINMENT, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
REGULATION AND LICENSING
THE EXCHANGE OFFER
DESCRIPTION OF EXCHANGE NOTES
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
DOCUMENTS INCORPORATED BY REFERENCE