Edgar Filing: HARRAHS ENTERTAINMENT INC

Form 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2009

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 1-10410

HARRAH’S ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)


Delaware		I.R.S. No. 62-1411755
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Caesars Palace Drive Las Vegas, Nevada		89109
(Address of principal executive offices)		(Zip Code)

(702) 407-6000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer x

Smaller reporting company ¨

(Do not check if a smaller

reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of May 1, 2009, the Registrant had 10 shares of voting Common Stock and 40,692,782 shares of non-voting Common Stock outstanding.

PART I—FINANCIAL INFORMATION

Item 1.

Financial Statements

The accompanying unaudited Consolidated Condensed Financial Statements of Harrah’s Entertainment, Inc., a Delaware corporation, have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and notes necessary for complete financial statements in conformity with generally accepted accounting principles in the United States. The results for the periods indicated are unaudited, but reflect all adjustments (consisting only of normal recurring adjustments) that management considers necessary for a fair presentation of operating results.

Results of operations for interim periods are not necessarily indicative of a full year of operations. These Consolidated Condensed Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2008.

HARRAH’S ENTERTAINMENT, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(UNAUDITED)


	Successor
(In millions, except share amounts)	March 31, 2009			December 31, 2008
ASSETS
Current assets
Cash and cash equivalents	$	1,759.4		$	650.5
Receivables, less allowance for doubtful accounts of $212.9 and $201.4		339.4			394.0
Deferred income taxes		143.1			157.6
Income tax receivable		27.4			5.5
Prepayments and other		237.9			216.4
Inventories		61.0			62.7

Total current assets		2,568.2			1,486.7

Land, buildings, riverboats and equipment		18,999.8			18,881.4
Less: accumulated depreciation		(782.1	)		(614.3	)

		18,217.7			18,267.1
Assets held for sale		7.3			49.3
Goodwill (Note 4)		4,902.2			4,902.2
Intangible assets (Note 4)		5,262.8			5,307.9
Investments in and advances to non-consolidated affiliates		29.3			30.4
Deferred costs and other		962.3			1,005.0

	$	31,949.8		$	31,048.6

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	262.7		$	382.3
Accrued expenses		1,389.8			1,532.7
Current portion of long-term debt (Note 6)		376.2			85.6

Total current liabilities		2,028.7			2,000.6
Long-term debt (Note 6)		24,188.8			23,123.3
Deferred credits and other		584.6			669.1
Deferred income taxes		4,299.9			4,327.0

		31,102.0			30,120.0

Commitments and contingencies (Notes 6, 9 and 10)
Preferred stock; $0.01 par value; 40,000,000 shares authorized; 19,903,865 and 19,912,447 shares issued and outstanding (net of 31,668 and 23,088 shares held in treasury)		2,374.6			2,289.4

Stockholders’ deficit (Notes 3, 5 and 6)
Common stock, non-voting and voting; $0.01 par value; 80,000,020 shares authorized; 40,693,462 and 40,711,008 shares issued and outstanding (net of 64,748 and 47,201 shares held in treasury)		0.4			0.4
Additional paid-in capital		3,742.6			3,825.1
Accumulated deficit		(5,229.0	)		(5,096.3	)
Accumulated other comprehensive loss		(93.6	)		(139.6	)

Total Harrah’s Entertainment, Inc. Stockholders’ deficit		(1,579.6	)		(1,410.4	)
Non-controlling interests		52.8			49.6

Total deficit		(1,526.8	)		(1,360.8	)

	$	31,949.8		$	31,048.6

See accompanying Notes to Consolidated Condensed Financial Statements.

HARRAH’S ENTERTAINMENT, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Successor						Predecessor
(In millions)	Three Months Ended March 31, 2009			January 28, 2008 Through March 31, 2008			January 1, 2008 Through January 27, 2008
Revenues
Casino	$	1,812.2		$	1,465.7		$	614.6
Food and beverage		370.9			301.3			118.4
Rooms		274.7			241.5			96.4
Management fees		13.4			12.1			5.0
Other		139.5			111.8			42.7
Less: casino promotional allowances		(356.0	)		(291.9	)		(117.0	)

Net revenues		2,254.7			1,840.5			760.1

Operating expenses
Direct
Casino		993.3			776.6			340.6
Food and beverage		143.8			124.3			50.5
Rooms		52.0			50.4			19.6
Property general, administrative and other		504.3			409.9			178.2
Depreciation and amortization		172.4			124.2			63.5
Write-downs, reserves and recoveries		27.4			(158.8	)		4.7
Project opening costs		2.0			2.8			0.7
Corporate expense		30.3			24.7			8.5
Merger and integration costs		0.2			17.0			125.6
Income on interests in non-consolidated affiliates		(0.2	)		(0.7	)		(0.5	)
Amortization of intangible assets		43.8			32.3			5.5

Total operating expenses		1,969.3			1,402.7			796.9

Income/(loss) from operations		285.4			437.8			(36.8	)
Interest expense, net of interest capitalized		(496.8	)		(467.9	)		(89.7	)
Gains/(losses) on early extinguishments of debt		1.2			(211.3	)		—
Other income, including interest income		8.5			7.7			1.1

Loss from continuing operations before income taxes		(201.7	)		(233.7	)		(125.4	)
Benefit for income taxes		74.3			58.1			26.0

Loss from continuing operations, net of tax		(127.4	)		(175.6	)		(99.4	)

Discontinued operations
(Loss)/income from discontinued operations		(0.1	)		141.0			0.1
Provision for income taxes		—			(53.7	)		—

(Loss)/income from discontinued operations, net		(0.1	)		87.3			0.1

Net loss		(127.5	)		(88.3	)		(99.3	)
Less: net (income)/loss attributable to non-controlling interests		(5.2	)		1.4			(1.6	)

Net loss attributable to Harrah’s Entertainment, Inc.	$	(132.7	)	$	(86.9	)	$	(100.9	)

See accompanying Notes to Consolidated Condensed Financial Statements.

HARRAH’S ENTERTAINMENT, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Successor						Predecessor
(In millions)	Three Months Ended March 31, 2009			January 28, 2008 Through March 31, 2008			January 1, 2008 Through January 27, 2008
Cash flows from operating activities
Net loss attributable to Harrah’s Entertainment, Inc.	$	(132.7	)	$	(86.9	)	$	(100.9	)
Adjustments to reconcile net loss to cash flows from operating activities:
Loss/(income) from discontinued operations, before income taxes		0.1			(141.0	)		(0.1	)
Income from insurance claims for hurricane damage		—			(185.4	)		—
(Gains)/losses on early extinguishments of debt		(1.2	)		211.3			—
Depreciation and amortization		276.8			200.1			104.9
Write-downs, reserves and recoveries		7.8			12.7			(0.1	)
Other non-cash items		15.5			7.7			34.4
Share-based compensation expense		4.1			1.7			50.9
Deferred income taxes		(28.2	)		(138.4	)		(19.0	)
Tax benefit from stock equity plans		—			—			42.6
Non-controlling interests’ share of net income/(loss)		5.2			(1.4	)		1.6
Income on interests in non-consolidated affiliates		(0.2	)		(0.8	)		(0.5	)
Net change in insurance receivables for hurricane damage		—			0.9			—
Returns on investment in non-consolidated affiliates		0.9			0.3			0.1
Insurance proceeds for hurricane losses		—			97.9			—
Net (gains)/losses from asset sales		(0.4	)		0.1			(7.4	)
Net change in long-term accounts		11.2			132.4			68.3
Net change in working capital accounts		(180.9	)		371.3			(167.6	)

Cash flows (used in)/provided by operating activities		(22.0	)		482.5			7.2

Cash flows from investing activities
Land, buildings, riverboats and equipment additions		(128.3	)		(229.6	)		(117.4	)
Insurance proceeds for hurricane losses for discontinued operations		—			83.3			—
Insurance proceeds for hurricane losses for continuing operations		—			98.1			—
Payment for Merger		—			(17,604.2	)		—
Payments for businesses acquired, net of cash acquired		—			—			0.1
Proceeds from other asset sales		34.2			1.4			3.1
(Decrease)/increase in construction payables		(15.7	)		13.0			(8.2	)
Other		(3.9	)		(3.1	)		(1.7	)

Cash flows used in investing activities		(113.7	)		(17,641.1	)		(124.1	)

Cash flows from financing activities
Proceeds from issuance of long-term debt, net of issue costs		1,354.3			20,972.1			11,316.3
Repayments under lending agreements		(103.1	)		(6,922.1	)		(11,288.8	)
Early extinguishments of debt		(1.5	)		(1,873.6	)		(87.7	)
Premiums paid on early extinguishments of debt		—			(235.6	)		—
Scheduled debt retirements		(5.1	)		—			—
Equity contribution from buyout		—			6,007.0			—
Non-controlling interests’ distributions, net of contributions		(2.0	)		0.5			(1.6	)
Proceeds from exercises of stock options		—			—			2.4
Excess tax benefit from stock equity plans		—			(50.5	)		77.5
Other		2.1			7.1			(0.8	)

Cash flows provided by financing activities		1,244.7			17,904.9			17.3

Cash flows from discontinued operations
Cash flows from operating activities		(0.1	)		5.1			0.5

Cash flows (used in)/provided by discontinued operations		(0.1	)		5.1			0.5

Net increase/(decrease) in cash and cash equivalents		1,108.9			751.4			(99.1	)
Cash and cash equivalents, beginning of period		650.5			610.9			710.0

Cash and cash equivalents, end of period	$	1,759.4		$	1,362.3		$	610.9

See accompanying Notes to Consolidated Condensed Financial Statements.

HARRAH’S ENTERTAINMENT, INC.

CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT AND COMPREHENSIVE LOSS

(Notes 3, 5 and 6)


	Common Stock			Capital Surplus			Accumulated Deficit			Accumulated Other Comprehensive Loss			Non-controlling interests			Total			Comprehensive Loss
(In millions)	Shares Outstanding	Amount		Capital Surplus			Accumulated Deficit			Accumulated Other Comprehensive Loss			Non-controlling interests			Total			Comprehensive Loss
Successor Balance – January 1, 2009	40.7	$	0.4	$	3,825.1		$	(5,096.3	)	$	(139.6	)	$	49.6		$	(1,360.8	)
Net (loss)/income								(132.7	)					5.2			(127.5	)	$	(127.5	)
Share-based compensation expense					4.1												4.1
Stock payouts					(0.5	)											(0.5	)
Cumulative preferred stock dividends					(86.1	)											(86.1	)
Pension adjustment net of tax provision of $0.0											0.2						0.2			0.2
Reclassification of loss on derivative instrument from other comprehensive loss to net loss, net of tax provision of $0.1											0.2						0.2			0.2
Foreign currency translation adjustments, net of tax benefit of $0.5											(1.5	)		0.1			(1.4	)		(1.5	)
Fair market value of swap agreements, net of tax provision of $29.4											54.0						54.0			54.0
Non-controlling interests’ distributions, net of contributions														(2.1	)		(2.1	)
Fair market value of interest rate cap agreements on commercial mortgage backed securities, net of tax benefit of $3.9											(6.9	)					(6.9	)		(6.9	)

2009 Successor Comprehensive Loss																			$	(81.5	)

Successor Balance – March 31, 2009	40.7	$	0.4	$	3,742.6		$	(5,229.0	)	$	(93.6	)	$	52.8		$	(1,526.8	)

See accompanying Notes to Consolidated Condensed Financial Statements.

HARRAH’S ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2009

(UNAUDITED)

Note 1—Basis of Presentation and Organization

Harrah’s Entertainment, Inc. (“Harrah’s Entertainment,” the “Company,” “we,” “our” or “us,” and including our subsidiaries where the context requires) is a Delaware corporation. As of March 31, 2009, we own or manage 53 casinos, primarily under the Harrah’s, Caesars and Horseshoe brand names in the United States. Our casino entertainment facilities include 34 land-based casinos, 12 riverboat or dockside casinos, three managed casinos on Indian lands, one combination thoroughbred racetrack and casino, one combination greyhound racetrack and casino, one combination harness racetrack and casino and one managed casino in Canada. Our 34 land-based casinos include one in Uruguay, eleven in the United Kingdom, three in Egypt and one in South Africa. We view each property as an operating segment and aggregate all operating segments into one reporting segment.

On January 28, 2008, Harrah’s Entertainment was acquired by affiliates of Apollo Global Management, LLC (“Apollo”) and TPG Capital, LP (“TPG”) in an all cash transaction, hereinafter referred to as the “Merger.” Although Harrah’s Entertainment continued as the same legal entity after the Merger, the accompanying Consolidated Condensed Statement of Operations, the Consolidated Condensed Statement of Cash Flows and the Consolidated Condensed Statement of Comprehensive Loss for the three months ended March 31, 2008, are presented as the Predecessor period for the period preceding the Merger and as the Successor period for the period succeeding the Merger. As a result of the application of purchase accounting as of the Merger date, the consolidated condensed financial statements for the Successor period and the Predecessor period are presented on different bases and are, therefore, not comparable.

We have reclassified certain amounts for prior periods to conform to our 2009 presentation.

Note 2—The Merger

The Merger was completed on January 28, 2008, and was financed by a combination of borrowings under the Company’s new term loan facility due 2015, the issuance of Senior Notes due 2016 and Senior Toggle Notes due 2018, certain real estate term loans and equity investments of Apollo/TPG, co-investors and members of management. See Note 6 for a discussion of our debt.

The purchase price was approximately $30.7 billion, including the assumption of $12.4 billion of debt and approximately $1.0 billion of transaction costs. All of the outstanding shares of Harrah’s Entertainment stock were redeemed, with stockholders receiving $90.00 in cash for each outstanding share of common stock.

As a result of the Merger, the issued and outstanding shares of non-voting common stock and non-voting preferred stock of Harrah’s Entertainment are owned by entities affiliated with Apollo/TPG, certain co-investors and members of management, and the issued and outstanding shares of voting common stock of Harrah’s Entertainment are owned by Hamlet Holdings LLC, which is owned by certain individuals affiliated with Apollo/TPG. As a result of the Merger, our stock is no longer publicly traded.

The following unaudited pro forma consolidated financial information assumes that the Merger was completed at the beginning of 2008.


(In millions)	First Quarter Ended March 31, 2008
Net revenues	$	2,600.6

Loss from continuing operations, net of tax⁽¹⁾	$	(329.6	)

Net loss attributable to Harrah’s Entertainment, Inc.	$	(242.4	)

⁽¹⁾	Due to the January 1, 2009 adoption of a recent accounting pronouncement, certain 2008 amounts have been restated to conform to the 2009 presentation.

Pro forma results for the three months ended March 31, 2008, include non-recurring charges of $82.8 million related to the accelerated vesting of stock options, stock appreciation rights (“SARs”) and restricted stock and $59.8 million of other costs related to the Merger.

The unaudited pro forma results are presented for comparative purposes only. The pro forma results are not necessarily indicative of what our actual results would have been had the Merger been completed at the beginning of the period, or of future results.

Note 3—Stock-Based Employee Compensation

In 2009, our share-based compensation expense consists primarily of time-based options and performance-based options that have been granted to management and other personnel and key service providers. Of the $4.1 million of compensation cost that was charged against income for the period ended March 31, 2009, $2.6 million is included in Corporate expense and $1.5 million is included in Property general, administrative and other in the Consolidated Condensed Statement of Operations. As of March 31, 2009, there was approximately $45.2 million of total unrecognized compensation cost related to stock option grants.

There was no material award activity in the three months ended March 31, 2009.

For the January 28, 2008, through March 31, 2008 period, $1.7 million of share-based compensation cost was charged against income, of which $1.3 million was included in Corporate expense and $0.4 million was included in Property general, administrative and other in the Consolidated Condensed Statement of Operations for that period.

In connection with the Merger, outstanding and unexercised stock options and stock appreciation rights, whether vested or unvested, and unvested restricted stock were cancelled and converted into the right to receive cash, accelerating the recognition of compensation costs of $82.8 million, which was included in Merger and integration costs in the Consolidated Condensed Statement of Operations in the period from January 1, 2008, through January 27, 2008 (Predecessor period).

Note 4—Goodwill and Other Intangible Assets

The following table sets forth changes in our goodwill for the quarter ended March 31, 2009.


(In millions)
Balance at December 31, 2008	$	4,902.2
Additions or adjustments		—

Balance at March 31, 2009	$	4,902.2

The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets.


	March 31, 2009							December 31, 2008
(In millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizing intangible assets:
Trademarks	$	7.8	$	(1.8	)	$	6.0	$	7.8	$	(1.4	)	$	6.4
Gaming rights		42.8		(3.1	)		39.7		42.8		(2.4	)		40.4
Patented technology		93.6		(13.7	)		79.9		93.5		(10.7	)		82.8
Contract rights		128.2		(41.5	)		86.7		128.8		(33.2	)		95.6
Customer relationships		1,454.5		(146.6	)		1,307.9		1,454.5		(115.2	)		1,339.3

	$	1,726.9	$	(206.7	)		1,520.2	$	1,727.4	$	(162.9	)		1,564.5

Non-amortizing intangible assets:
Trademarks							2,043.0							2,043.1
Gaming rights							1,699.6							1,700.3

							3,742.6							3,743.4

Total						$	5,262.8						$	5,307.9

The aggregate amortization for the three months ended March 31, 2009, for those assets that are amortized under the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142 was $43.8 million. Estimated annual amortization expense for those assets for the years ending December 31, 2009, 2010, 2011, 2012 and 2013 is $175.4 million, $159.4 million, $155.8 million, $154.4 million and $152.1 million, respectively.

Note 5—Preferred and Common Stock

Preferred Stock

As of March 31, 2009, the authorized Preferred Stock shares are 40,000,000, par value $0.01 per share, stated value $100.00 per share.

On January 28, 2008, our Board of Directors adopted a resolution authorizing the creation and issuance of a series of preferred stock known as the Non-Voting Perpetual Preferred Stock. The number of shares constituting such series was 20,000,000.

On a quarterly basis, each share of non-voting preferred stock accrues dividends at a rate of 15.0% per annum, compounded quarterly. Dividends will be paid in cash, when, if, and as declared by the Board of Directors, subject to approval by relevant regulators. We currently do not expect to pay cash dividends. Dividends on Non-Voting Perpetual Preferred Stock are cumulative. As of March 31, 2009, such dividends in arrears are $383.8 million. Shares of the non-voting preferred stock rank prior in right of payment to the non-voting and voting common stock and are entitled to a liquidation preference.

Upon the occurrence of any liquidating event, each holder of non-voting preferred stock shall have the right to require the Company to repurchase each outstanding share of non-voting preferred stock before any payment or distribution shall be made to the holders of non-voting common stock, voting common stock or any other junior stock. After the payment to the holders of non-voting preferred stock of the full preferential amounts, the holders of non-voting preferred stock shall have no right or claim to any of the remaining assets of the Company. Non-voting preferred stock may be converted into non-voting common stock on a pro rata basis with the consent of the holders of a majority of the non-voting preferred stock. Neither the non-voting preferred stock nor the non-voting common stock have any voting rights.

Common Stock

As of March 31, 2009, the authorized common stock of the Company totaled 80,000,020 shares, consisting of 20 shares of voting common stock, par value $0.01 per share and 80,000,000 shares of non-voting common stock, par value $0.01 per share.

The voting common stock has no economic rights or privileges, including rights in liquidation. The holders of voting common stock shall be entitled to one vote per share on all matters to be voted on by the stockholders of the Company.

Subject to the rights of holders of preferred stock, when, if, and as dividends are declared on the common stock, the holders of non-voting common stock shall be entitled to share in dividends equally, share for share.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, holders of non-voting common stock will receive a pro rata distribution of any remaining assets after payment of or provision for liabilities and the liquidation preference on preferred stock, including the non-voting preferred stock, if any.

Note 6—Debt

Long-term debt consisted of the following:


(In millions)	As of March 31, 2009
Credit facilities
Term loans, 3.52% - 4.46% at March 31, 2009, maturities to 2015	$	7,177.5
Revolving credit facility, 3.52% - 3.56% at March 31, 2009, maturity 2014		1,803.0
Subsidiary-guaranteed debt
10.75% Senior Notes due 2016, including senior interim loans of $342.6, 9.25% at March 31, 2009		4,542.7
10.75%/11.5% Senior PIK Toggle Notes due 2018, including senior interim loans of $99.7, 10.0% at March 31, 2009		1,229.1
Secured Debt
CMBS financing, 3.56% at March 31, 2009, maturity 2013		6,500.0
10.0% Second-Priority Senior Secured Notes, maturity 2018		544.6
10.0% Second-Priority Senior Secured Notes, maturity 2015		146.4
6.0%, maturity 2010		25.0
4.25%–6.0%, at March 31, 2009, maturities to 2035		4.3
Unsecured Senior Notes
7.5%, maturity 2009		0.8
5.5%, maturity 2010		325.2
8.0%, maturity 2011		47.9
5.375%, maturity 2013		203.5
7.0%, maturity 2013		0.7
5.625%, maturity 2015		585.3
6.5%, maturity 2016		441.0
5.75%, maturity 2017		376.4
Floating Rate Contingent Convertible Senior Notes, maturity 2024		0.2
Unsecured Senior Subordinated Notes
7.875%, maturity 2010		289.4
8.125%, maturity 2011		216.1
Other Unsecured Borrowings
LIBOR plus 4.5%, maturity 2010		23.5
5.3% special improvement district bonds, maturity 2037		69.7
Other, various maturities		1.3
Capitalized Lease Obligations
5.77%–10.0%, maturities to 2011		11.4

Total debt, net of unamortized discounts of $1,253.4 and premiums of $77.4		24,565.0
Current portion of long-term debt		(376.2	)

	$	24,188.8

In January 2009, $5.1 million of our 7.5% Senior Notes matured and were retired, and $3.0 million, face amount, of our 8.125% Senior Subordinated Notes due in 2011 were purchased in the open market and retired. A gain of $1.2 million, representing discounts related to the early extinguishment of debt was recognized.

From time to time, we may retire portions of our outstanding debt in open market purchases, privately negotiated transactions or otherwise. These repurchases will be funded through available cash from operations and from our established debt programs. Such repurchases are dependent on prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors.

In July 2008, Harrah’s Operating Company (“HOC”), a wholly-owned subsidiary of Harrah’s Entertainment, Inc. made the permitted election under the Indenture governing its 10.75%/11.5% Senior Toggle Notes due 2018 and the Senior Unsecured Interim Loan Agreement (“Interim Loan Agreement”) dated January 28, 2008, to pay all interest due on January 28, and February 1, 2009, for the loan in-kind. A similar election was made in January 2009 to pay the interest due August 1, 2009, for the 10.75%/11.5% Senior Toggle Notes due 2018 in-kind, and in March 2009, the election was made to pay the interest due April 28, 2009, on the Interim Loan Agreement in-kind.

Credit Agreement

As of March 31, 2009, our senior secured credit facilities (the “Credit Facilities”) provide for senior secured financing of up to $9.18 billion, consisting of (i) senior secured term loan facilities in an aggregate principal amount of up to $7.18 billion maturing on January 28, 2015 and (ii) a senior secured revolving credit facility in an aggregate principal amount of $2.0 billion, maturing January 28, 2014, including both a letter of credit sub-facility and a swingline loan sub-facility. The Credit Facilities require scheduled quarterly payments on the term loans of $18.125 million each for six years and three quarters, with the balance paid at maturity. In addition, we may request one or more incremental term loan facilities and/or increase commitments under our revolving facility in an aggregate amount of up to $1.75 billion, subject to certain conditions and receipt of commitments by existing or additional financial institutions or institutional lenders. As of March 31, 2009, $8.98 billion in borrowings was outstanding under the Credit Facilities with an additional $0.2 billion committed to back letters of credit. After consideration of these borrowings and letters of credit, $17.9 million of additional borrowing capacity was available to the Company under the Credit Facilities as of March 31, 2009.

Borrowings under the Credit Facilities bear interest at a rate equal to the then-current LIBOR rate or at a rate equal to the alternate base rate, in each case plus an applicable margin. In addition, on a quarterly basis, we are required to pay each lender (i) a commitment fee in respect of any unused commitments under the revolving credit facility and (ii) a letter of credit fee in respect of the aggregate face amount of outstanding letters of credit under the revolving credit facility. As of March 31, 2009, the Credit Facilities bore interest based upon 300 basis points over LIBOR for the term loans and a portion of the revolver loan and 200 basis points over the alternate base rate for the remainder of the revolver loan and bore a commitment fee for unborrowed amounts of 50 basis points.

Exchange Offers Subsequent to March 2009

On April 15, 2009, HOC completed private exchange offers to exchange approximately $3.6 billion aggregate principal amount of new 10.0% Second-Priority Senior Secured Notes due 2018 for approximately $5.4 billion principal amount of its outstanding debt due between 2010 and 2018. The new notes are guaranteed by Harrah’s Entertainment and are secured on a second-priority lien basis by substantially all of HOC’s and its subsidiaries’ assets that secure the senior secured credit facilities. In addition to the exchange offers, a subsidiary of Harrah’s Entertainment paid approximately $97 million to purchase for cash certain notes of HOC with an aggregate principal amount of approximately $523 million maturing between 2015 and 2017. The notes purchased pursuant to this tender offer will remain outstanding for HOC but will reduce Harrah’s Entertainment’s outstanding debt on a consolidated basis. Additionally, HOC paid approximately $4.8 million in cash to purchase notes of approximately $24 million aggregate principal amount from retail holders that were not eligible to participate in the exchange offers.

As a of result of the exchange offers, we will record a pretax gain in the second quarter of 2009 of approximately $4 billion arising from this early extinguishment of debt and will recognize a deferred tax liability of approximately $1.4 billion related to the gain.

As a result of the receipt of the requisite consent of lenders having loans made under the Interim Loan Agreement representing more than 50% of the sum of all loans outstanding under the Interim Loan Agreement, waivers or amendments of certain provisions of the Interim Loan Agreement to permit HOC, from time to time, to buy back loans at prices below par from specific lenders in the form of voluntary prepayments of the loans by HOC on a non-pro rata basis are now operative. Included in the exchanged debt discussed above are approximately $297 million of 10.0% Second-Priority Senior Secured Notes that were exchanged for approximately $442 million principal amount of loans surrendered in the exchange offer for loans outstanding under the Interim Loan Agreement. As a result of these transactions, all loans outstanding under the Interim Loan Agreement have been retired.

Under the American Recovery and Reinvestment Act of 2009 (“the Act”), the Company will receive temporary relief under the Delayed Recognition of Cancellation of Debt Income (“CODI”) rules. The Act contains a provision that allows for a five-year deferral of CODI for debt reacquired in 2009, followed by recognition of CODI ratably over the succeeding five years. The provision applies for specified types of repurchases, including the acquisition of a debt instrument for cash and the exchange of one debt instrument for another.

Derivative Instruments

We account for derivative instruments in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and all amendments thereto. SFAS No. 133 requires that all derivative instruments be recognized in the financial statements at fair value. Any changes in fair value are recorded in the statements of operations or in other comprehensive income/(loss), depending on whether the derivative is designated and qualifies for hedge accounting, the type of hedge transaction and the effectiveness of the hedge. The estimated fair values of our derivative instruments are based on market prices obtained from dealer quotes. Such quotes represent the estimated amounts we would receive or pay to terminate the contracts.

Our derivative instruments contain a credit risk that the counterparties may be unable to meet the terms of the agreements. We minimize that risk by evaluating the creditworthiness of our counterparties, which are limited to major banks and financial institutions. Our derivatives are recorded at their fair values, adjusted for the credit rating of the counterparty, if the derivative is an asset, or the Company, if the derivative is a liability.

We use interest rate swaps to manage the mix of our debt between fixed and variable rate instruments. As of March 31, 2009, we have ten interest rate swap agreements for notional amounts totaling $6.5 billion. The difference to be paid or received under the terms of the interest rate swap agreements is accrued as interest rates change and recognized as an adjustment to interest expense for the related debt. Changes in the variable interest rates to be paid or received pursuant to the terms of the interest rate swap agreements will have a corresponding effect on future cash flows. The major terms of the interest rate swap agreements are as follows.


Effective Date	Notional Amount		Fixed Rate Paid		Variable Rate Received as of March 31, 2009		Next Reset Date	Maturity Date
	(In millions)
April 25, 2007	$	200	4.898	%	1.159	%	April 27, 2009	April 25, 2011
April 25, 2007		200	4.896	%	1.159	%	April 27, 2009	April 25, 2011
April 25, 2007		200	4.925	%	1.159	%	April 27, 2009	April 25, 2011
April 25, 2007		200	4.917	%	1.159	%	April 27, 2009	April 25, 2011
April 25, 2007		200	4.907	%	1.159	%	April 27, 2009	April 25, 2011
September 26, 2007		250	4.809	%	1.159	%	April 27, 2009	April 25, 2011
September 26, 2007		250	4.775	%	1.159	%	April 27, 2009	April 25, 2011
April 25, 2008		1,000	4.172	%	1.159	%	April 27, 2009	April 25, 2012
April 25, 2008		2,000	4.276	%	1.159	%	April 27, 2009	April 25, 2013
April 25, 2008		2,000	4.263	%	1.159	%	April 27, 2009	April 25, 2013

Until February 15, 2008, none of our interest rate swap agreements were designated as hedging instruments; therefore, gains or losses resulting from changes in the fair value of the swaps were recognized in earnings in the period of the change. On February 15, 2008, eight of our interest rate swap agreements for notional amounts totaling $3.5 billion were designated as cash flow hedging instruments, and on April 1, 2008 the remaining swap agreements were designated as cash flow hedging instruments. Upon designation as cash flow hedging instruments, only any measured ineffectiveness is recognized in earnings in the period of change. Interest rate swaps increased our first quarter 2009 and 2008 interest expense by $43.2 million and $145.5 million, respectively.

Additionally, on January 28, 2008, we entered into an interest rate cap agreement to partially hedge the risk of future increases in the variable rate of the commercial mortgage backed securities (“CMBS”) financing. The interest rate cap agreement, which was effective January 28, 2008, and terminates February 13, 2013, is for a notional amount of $6.5 billion at a LIBOR cap rate of 4.5%. The interest rate cap was designated as a cash flow hedging instrument on May 1, 2008. For the three months ended March 31, 2008, a credit of $98.6 million, representing the change in the fair value, is included in Interest expense in our Consolidated Condensed Statement of Operations. The change in the fair value of the interest rate cap did not impact interest expense for the three months ended March 31, 2009.

Note 7—Fair Value Measurements

We adopted the required provisions of SFAS No. 157, “Fair Value Measurements,” on January 1, 2008. SFAS No. 157 outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures.

Financial Accounting Standards Board (“FASB”) Staff Position 157-2, “Effective Date of FASB Statement No. 157,” defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in an entity’s financial statements on a recurring basis (at least annually). We adopted the provisions of SFAS No. 157 for non-recurring measurements made for non-financial assets and non-financial liabilities on January 1, 2009. Goodwill and certain other non-amortizing intangible assets were tested for impairment during fourth quarter 2008. As a result of that testing, goodwill and certain other non-amortizing intangible assets were adjusted to their fair values; however, we did not apply the provisions of SFAS No. 157 to these non-financial assets in accordance with the delayed adoption date for FASB Staff Position 157-2. See Note 4 Goodwill and Other Intangible Assets for more information.

Under SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-including an amendment of SFAS No. 115,” entities are permitted to choose to measure many financial instruments and certain other items at fair value. We did not elect the fair value measurement option under SFAS No. 159 for any of our financial assets or financial liabilities.

Items Measured at Fair Value on a Recurring Basis

In accordance with the fair value hierarchy described in SFAS No. 157, the following table shows the fair value of our financial assets and financial liabilities that are required to be measured at fair value as of March 31, 2009.


(In millions)	Balance at March 31, 2009			Level 1		Level 2			Level 3
Assets:
Cash equivalents	$	936.4		$	936.4	$	—		$	—
Derivative instrument		21.4			—		21.4			—
Investments		37.4			37.4		—			—
Liabilities:
Derivative instruments		(252.0	)		—		(252.0	)		—

The following section describes the valuation methodologies used to measure fair value, key inputs, and significant assumptions:

Cash equivalents – Cash equivalents are investments in money market accounts and utilize Level 1 inputs to determine fair value.

Derivative instruments – The estimated fair values of our derivative instruments are based on market prices obtained from dealer quotes. Such quotes represent the estimated amounts we would receive or pay to terminate the contracts. Derivative instruments are included in the Deferred costs and other and Deferred credits and other lines of our Consolidated Condensed Balance Sheets. See Note 6 for more information on our derivative instruments.

Investments – Investments are primarily debt and equity securities that are traded in active markets, have readily determined market values and utilize Level 1 inputs. These investments are included in Prepayments and other in the Consolidated Condensed Balance Sheets.

Note 8—Supplemental Cash Flow Disclosures

Cash Paid for Interest and Taxes

The following table reconciles our Interest expense, net of interest capitalized, per the Consolidated Condensed Statements of Operations, to cash paid for interest:


	Successor			Successor			Predecessor
(In millions)	Three Months Ended March 31, 2009			January 28, 2008 Through March 31, 2008			January 1, 2008 Through January 27, 2008
Interest expense, net of interest capitalized	$	496.8		$	467.9		$	89.7
Adjustments to reconcile to cash paid for interest:
Net change in accruals		148.2			(207.0	)		8.7
Amortization of deferred finance charges		(25.9	)		(16.7	)		(0.8	)
Net amortization of discounts and premiums		(30.9	)		(23.3	)		2.9
Amortization of other comprehensive income		(0.4	)		(0.1	)		(0.1	)
Rollover of PIK interest into principal		(79.1	)		—			—
Change in accrual (related to PIK)		(34.2	)		—
Change in fair value of interest rate swaps		—			(102.7	)		(39.2	)

Cash paid for interest, net of amount capitalized	$	474.5		$	118.1		$	61.2

Cash payments of income taxes, net	$	1.8		$	11.8		$	1.0

Note 9—Commitments and Contingent Liabilities

Contractual Commitments

We continue to pursue additional casino development opportunities that may require, individually and in the aggregate, significant commitments of capital, up-front payments to third parties and development completion guarantees.

The agreements pursuant to which we manage casinos on Indian lands contain provisions required by law that provide that a minimum monthly payment be made to the tribe. That obligation has priority over scheduled repayments of borrowings for development costs and over the management fee earned and paid to the manager. In the event that insufficient cash flow is generated by the operations to fund this payment, we must pay the shortfall to the tribe. Subject to certain limitations as to time, such advances, if any, would be repaid to us in future periods in which operations generate cash flow in excess of the required minimum payment. These commitments will terminate upon the occurrence of certain defined events, including termination of the management contract. Our aggregate monthly commitment for the minimum guaranteed payments, pursuant to these contracts for the three managed Indian-owned facilities now open, which extend for periods of up to 56 months from March 31, 2009, is $1.2 million. Each of these casinos currently generates sufficient cash flows to cover all of its obligations, including its debt service.

In February 2008, we entered into an agreement with the State of Louisiana whereby we extended our guarantee of an annual payment obligation of JCC, our wholly-owned subsidiary, of $60 million owed to the State of Louisiana. The guarantee was extended for one year to end March 31, 2011.

In addition to the guarantees discussed above, as of March 31, 2009, we had commitments and contingencies of $1,582.1 million, including construction-related commitments.

Severance Agreements

As of March 31, 2009, we have severance agreements with 18 of our executives, which provide for payments to the executives in the event of their termination after a change in control, as defined. These agreements provide, among other things, for a compensation payment of 1.5 to 3.0 times the executive’s average annual compensation, as defined. The estimated amount, computed as of March 31, 2009, that would be payable under the agreements to these executives aggregated approximately $39.1 million. The estimated amount that would be payable to these executives does not include an estimate for the tax gross-up payment, provided for in the agreements, that would be payable to the executive if the executive becomes entitled to severance payments, which are subject to federal excise tax imposed on the executive. These severance agreements terminate February 1, 2010.

Employment Agreements

We entered into an employment agreement with one executive that replaced his severance agreement as of January 28, 2008. The employment agreement provides for payments to the executive in the event of his termination after a change in control, as defined, and provides for, among other things, a compensation payment of 3.0 times the executive’s average annual compensation, as defined. The estimated amount, computed as of March 31, 2009, that would be payable under the agreement to the executive based on the compensation payment aggregated approximately $15.8 million. The estimated amount that would be payable to the executive does not include an estimate for the tax gross-up payment, provided for in the agreement, that would be payable to the executive if the executive becomes entitled to severance payments which are subject to federal excise tax imposed on the executive.

Self-Insurance

We are self-insured for various levels of general liability, workers’ compensation and employee medical coverage. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of actuarial estimates of incurred but not reported claims.

Note 10—Litigation

Certain of our legal proceedings are reported in our Annual Report on Form 10-K for the year ended December 31, 2008, with material developments since that report described below.

Litigation Related to the December 2008 Exchange Offer

On January 9, 2009, S. Blake Murchison and Willis Shaw filed a purported class action lawsuit in the United States District Court for the District of Delaware, Civil Action No. 09-00020-SLR, against Harrah’s Entertainment, Inc., and its board of directors, and Harrah’s Operating Company, Inc. The lawsuit was amended on March 4, 2009, alleging that the bond exchange offer that closed on December 24, 2008, wrongfully impaired the rights of bondholders. The amended complaint alleges, among others, breach of the bond indentures, violation of the Trust Indenture Act of 1939, equitable rescission, and liability claims against the members of the board. The amended complaint seeks, among other relief, class certification of the lawsuit, declaratory relief that the alleged violations occurred, unspecified damages to the class, and attorneys’ fees. On April 30, 2009, the defendants filed a motion to dismiss the amended complaint, which is currently pending before the court.

In addition, the Company is party to ordinary and routine litigation incidental to our business. We do not expect the outcome of any pending litigation to have a material adverse effect on our consolidated financial position or results of operations.

Note 11—Income Taxes

We are subject to income taxes in the United States as well as various states and foreign jurisdictions in which we operate. We account for income taxes under SFAS No. 109, “Accounting for Income Taxes,” whereby deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or income tax returns. Deferred tax assets and liabilities are determined based on differences between financial statement carrying amounts of existing assets and their respective tax bases using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

We file income tax returns, including returns for our subsidiaries, with federal, state, and foreign jurisdictions. As a large taxpayer, we are under continual audit by the Internal Revenue Service (“IRS”) on open tax positions, and it is possible that the amount of the liability for unrecognized tax benefits could change during the next twelve months. We are participating in the IRS’s Compliance Assurance Program for the 2007 and 2008 tax years. This program accelerates the examination of key transactions with the goal of resolving any issues before the tax return is filed. Our 2006 federal income tax return is currently being examined by the IRS in a traditional audit process. Our 2004, 2005, and 2007 federal income tax years have reached the IRS appeals stage of the audit process.

We also are subject to exam by various state and foreign tax authorities, although tax years prior to 2004 are generally closed as the statutes of limitations have lapsed. However, various subsidiaries are still being examined by the New Jersey Division of Taxation for tax years beginning with 1999.

We classify reserves for tax uncertainties within Accrued expenses and Deferred credits and other in our Consolidated Condensed Balance Sheets, separate from any related income tax payable or deferred income taxes. In accordance with FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”), reserve amounts relate to any uncertain tax position, as well as potential interest or penalties associated with those items.

Note 12—Insurance Proceeds Related to Hurricane-Damaged Properties

In first quarter 2008, we entered into a settlement agreement with our insurance carriers related to the remaining unsettled claims associated with damages incurred in Mississippi from Hurricane Katrina in 2005, and the final payment of $338.1 million was received in first quarter. Insurance proceeds exceeded the net book value of the impacted assets and costs and expenses that were reimbursed under our business interruption claims, and the excess is recorded as income in the line item, Write-downs, reserves and recoveries, for properties included in continuing operations and in the line item, (Loss)/income from discontinued operations, for properties included in discontinued operations. We recorded $185.4 million in the Successor period from January 28, 2008 through March 31, 2008, for insurance proceeds included in Write-downs, reserves and recoveries and $141.0 million in the Successor period from January 28, 2008 through March 31, 2008, and $0.1 million in the Predecessor period from January 1, 2008 through January 27, 2008, for insurance proceeds included in Discontinued operations in our Consolidated Condensed Statements of Operations.

Note 13—Related Party Transactions

In connection with the Merger, Apollo/TPG and their affiliates entered into a services agreement with Harrah’s Entertainment relating to the provision of financial and strategic advisory services and consulting services. We paid Apollo/TPG a one-time transaction fee of $200 million for structuring the Merger and debt financing negotiations. This amount was included in the overall purchase price of the Merger. In addition, we pay a monitoring fee for management services and advice. Fees for the three months ended March 31, 2009 were $7.3 million and $5.2 million for the period January 28, 2008 through March 31, 2008, which are included in Corporate expense in our Consolidated Condensed Statements of Operations for the applicable Successor periods. We also reimburse Apollo/TPG for expenses that they incur related to the management services.

Note 14—Consolidating Financial Information of Guarantors and Issuers

As of March 31, 2009, HOC is the issuer of certain debt securities that have been guaranteed by Harrah’s Entertainment and certain subsidiaries of HOC. The following consolidating schedules present condensed financial information for Harrah’s Entertainment, the parent and guarantor; HOC, the subsidiary issuer; guarantor subsidiaries of HOC; and non-guarantor subsidiaries of Harrah’s Entertainment and HOC, which includes the CMBS properties, as of March 31, 2009, and December 31, 2008, and for the Successor companies for the three months ended March 31, 2009, and the period January 28, 2008 through March 31, 2008, and for the Predecessor companies for the period from January 1, 2008 through January 27, 2008.

In connection with the CMBS financing for the Merger, HOC spun off to Harrah’s Entertainment the following casino properties and related operating assets: Harrah’s Las Vegas, Rio, Flamingo Las Vegas, Harrah’s Atlantic City, Showboat Atlantic City, Harrah’s Lake Tahoe, Harveys Lake Tahoe and Bill’s Lake Tahoe. Upon receipt of regulatory approvals that were requested prior to the closing of the Merger, in May 2008, Paris Las Vegas and Harrah’s Laughlin and their related operating assets were spun out of HOC to Harrah’s Entertainment and Harrah’s Lake Tahoe, Harveys Lake Tahoe, Bill’s Lake Tahoe and Showboat Atlantic City and their related operating assets were transferred to HOC from Harrah’s Entertainment. We refer to the May spin-off and transfer as the “Post-Closing CMBS Transaction.” The financial information included in this section reflects ownership of the CMBS properties pursuant to the spin-off and transfer of the Post-Closing CMBS Transaction.

HARRAH’S ENTERTAINMENT, INC.

(SUCCESSOR ENTITY)

CONDENSED CONSOLIDATING BALANCE SHEET

MARCH 31, 2009

(UNAUDITED)


(In millions)	HET (Parent)			Subsidiary Issuer			Guarantors		Non- Guarantors		Consolidating/ Eliminating Adjustments			Total
*Assets*
Current assets
Cash and cash equivalents	$	247.7		$	916.3		$	270.1	$	325.3	$	—		$	1,759.4
Receivables, net of allowance for doubtful accounts		—			7.1			222.0		110.3		—			339.4
Deferred income taxes		—			50.1			73.0		20.0		—			143.1
Income tax receivable		—			0.3			22.6		4.5		—			27.4
Prepayments and other		—			14.2			130.5		93.2		—			237.9
Inventories		—			1.0			39.3		20.7		—			61.0
Intercompany receivables		0.2			282.2			151.1		176.1		(609.6	)		—

Total current assets		247.9			1,271.2			908.6		750.1		(609.6	)		2,568.2
Land, buildings, riverboats and equipment, net of accumulated depreciation		—			248.3			10,989.6		6,944.9		34.9			18,217.7
Assets held for sale		—			—			7.3		—		—			7.3
Goodwill		—			—			2,737.2		2,165.0		—			4,902.2
Intangible assets		—			6.8			4,478.0		778.0		—			5,262.8
Investments in and advances to non-consolidated affiliates		556.6			15,781.8			4.5		24.8		(16,338.4	)		29.3
Deferred costs and other		—			495.7			252.3		214.3		—			962.3
Intercompany receivables		—			1,253.6			1,687.7		1,202.4		(4,143.7	)		—

	$	804.5		$	19,057.4		$	21,065.2	$	12,079.5	$	(21,056.8	)	$	31,949.8

*Liabilities and Stockholders’ (Deficit)/Equity*
Current liabilities
Accounts payable	$	—		$	82.1		$	119.8	$	60.8	$	—		$	262.7
Accrued expenses		7.5			470.1			519.5		392.7		—			1,389.8
Current portion of long-term debt		—			362.9			6.5		6.8		—			376.2
Intercompany payables		—			20.9			310.2		278.5		(609.6	)		—

Total current liabilities		7.5			936.0			956.0		738.8		(609.6	)		2,028.7
Long-term debt		—			17,566.9			104.5		6,517.4		—			24,188.8
Deferred credits and other		—			380.1			145.1		59.4		—			584.6
Deferred income taxes		—			354.4			2,543.3		1,402.2		—			4,299.9
Intercompany notes		2.0			98.1			1,973.4		2,070.2		(4,143.7	)		—

		9.5			19,335.5			5,722.3		10,788.0		(4,753.3	)		31,102.0

Preferred stock		2,374.6			—			—		—		—			2,374.6

Harrah’s Entertainment, Inc. Stockholders’ (deficit)/equity		(1,579.6	)		(278.1	)		15,342.9		1,238.7		(16,303.5	)		(1,579.6	)
Non-controlling interests		—			—			—		52.8		—			52.8

Total (deficit)/equity		(1,579.6	)		(278.1	)		15,342.9		1,291.5		(16,303.5	)		(1,526.8	)

	$	804.5		$	19,057.4		$	21,065.2	$	12,079.5	$	(21,056.8	)	$	31,949.8

HARRAH’S ENTERTAINMENT, INC.

(SUCCESSOR ENTITY)

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2008


(In millions)	HET (Parent)			Subsidiary Issuer			Guarantors		Non- Guarantors		Consolidating/ Eliminating Adjustments			Total
*Assets*
Current assets
Cash and cash equivalents	$	0.1		$	7.1		$	318.3	$	325.0	$	—		$	650.5
Receivables, net of allowance for doubtful accounts		0.1			8.1			271.5		114.3		—			394.0
Deferred income taxes		—			56.5			79.4		21.7		—			157.6
Income tax receivable		—			—			1.0		4.5		—			5.5
Prepayments and other		—			12.9			100.6		102.9		—			216.4
Inventories		—			1.2			42.0		19.5		—			62.7
Intercompany receivables		0.2			261.6			161.5		168.0		(591.3	)		—

Total current assets		0.4			347.4			974.3		755.9		(591.3	)		1,486.7
Land, buildings, riverboats and equipment, net of accumulated depreciation		—			252.0			10,992.0		6,996.4		26.7			18,267.1
Assets held for sale		—			35.0			14.3		—		—			49.3
Goodwill		—			—			2,737.2		2,165.0		—			4,902.2
Intangible assets		—			7.0			4,506.2		794.7		—			5,307.9
Investments in and advances to non-consolidated affiliates		728.2			15,879.1			4.1		26.3		(16,607.3	)		30.4
Deferred costs and other		—			524.1			249.4		231.5		—			1,005.0
Intercompany receivables		160.6			1,256.9			1,687.7		1,202.4		(4,307.6	)		—

	$	889.2		$	18,301.5		$	21,165.2	$	12,172.2	$	(21,479.5	)	$	31,048.6

*Liabilities and Stockholders’ (Deficit)/Equity*
Current liabilities
Accounts payable	$	0.5		$	156.8		$	153.6	$	71.4	$	—		$	382.3
Accrued expenses		7.7			624.4			510.6		390.0		—			1,532.7
Current portion of long-term debt		—			72.5			6.3		6.8		—			85.6
Intercompany payables		—			18.9			298.2		274.2		(591.3	)		—

Total current liabilities		8.2			872.6			968.7		742.4		(591.3	)		2,000.6
Long-term debt		—			16,503.2			102.6		6,517.5		—			23,123.3
Deferred credits and other		—			480.6			131.5		57.0		—			669.1
Deferred income taxes		—			358.5			2,551.8		1,416.7		—			4,327.0
Intercompany notes		2.0			258.7			1,973.4		2,073.5		(4,307.6	)		—

		10.2			18,473.6			5,728.0		10,807.1		(4,898.9	)		30,120.0

Preferred stock		2,289.4			—			—		—		—			2,289.4

Harrah’s Entertainment, Inc. Stockholders’ (deficit)/equity		(1,410.4	)		(172.1	)		15,437.2		1,315.5		(16,580.6	)		(1,410.4	)
Non-controlling interests		—			—			—		49.6		—			49.6

Total (deficit)/equity		(1,410.4	)		(172.1	)		15,437.2		1,365.1		(16,580.6	)		(1,360.8	)

	$	889.2		$	18,301.5		$	21,165.2	$	12,172.2	$	(21,479.5	)	$	31,048.6

HARRAH’S ENTERTAINMENT, INC.

(SUCCESSOR ENTITY)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2009

(UNAUDITED)


(In millions)	HET (Parent)			Subsidiary Issuer			Guarantors			Non-Guarantors			Consolidating/ Eliminating Adjustments			Total
Revenues
Casino	$	—		$	16.2		$	1,202.4		$	593.6		$	—		$	1,812.2
Food and beverage		—			4.0			210.5			156.4			—			370.9
Rooms		—			3.6			152.6			118.5			—			274.7
Management fees		—			1.6			25.0			—			(13.2	)		13.4
Other		—			6.6			84.3			71.6			(23.0	)		139.5
Less: casino promotional allowances		—			(4.9	)		(224.7	)		(126.4	)		—			(356.0	)

Net revenues		—			27.1			1,450.1			813.7			(36.2	)		2,254.7

Operating expenses
Direct
Casino		—			11.3			653.6			328.4			—			993.3
Food and beverage		—			2.4			75.2			66.2			—			143.8
Rooms		—			0.4			26.0			25.6			—			52.0
Property general, administrative and other		—			7.1			341.4			187.4			(31.6	)		504.3
Depreciation and amortization		—			2.7			120.3			49.4			—			172.4
Write-downs, reserves and recoveries		—			0.6			16.5			10.1			0.2			27.4
Project opening costs		—			—			0.9			1.1			—			2.0
Corporate expense		7.2			19.3			3.8			4.8			(4.8	)		30.3
Merger and integration costs		—			0.2			—			—			—			0.2
Losses/(income) on interests in non-consolidated affiliates		128.3			(183.7	)		(12.8	)		1.1			66.9			(0.2	)
Amortization of intangible assets		—			0.2			28.4			15.2			—			43.8

Total operating expenses		135.5			(139.5	)		1,253.3			689.3			30.7			1,969.3

(Loss)/income from operations		(135.5	)		166.6			196.8			124.4			(66.9	)		285.4
Interest expense, net of interest capitalized		—			(431.3	)		(38.2	)		(99.1	)		71.8			(496.8	)
Gains on early extinguishments of debt		—			1.2			—			—			—			1.2
Other income, including interest income		0.2			26.1			28.2			25.8			(71.8	)		8.5

(Loss)/income from continuing operations before income taxes		(135.3	)		(237.4	)		186.8			51.1			(66.9	)		(201.7	)
Benefit/(provision) for income taxes		2.5			144.5			(62.4	)		(10.3	)		—			74.3

(Loss)/income from continuing operations		(132.8	)		(92.9	)		124.4			40.8			(66.9	)		(127.4	)

Discontinued operations
Loss from discontinued operations		—			—			(0.1	)		—			—			(0.1	)
Benefit for income taxes		—			—			—			—			—			—

Loss from discontinued operations, net		—			—			(0.1	)		—			—			(0.1	)

Net (loss)/income		(132.8	)		(92.9	)		124.3			40.8			(66.9	)		(127.5	)
Net income attributable to non-controlling interests		—			—			—			(5.2	)		—			(5.2	)

Net (loss)/income attributable to Harrah’s Entertainment, Inc.	$	(132.8	)	$	(92.9	)	$	124.3		$	35.6		$	(66.9	)	$	(132.7	)

HARRAH’S ENTERTAINMENT, INC.

(SUCCESSOR ENTITY)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE PERIOD

JANUARY 28, 2008 THROUGH MARCH 31, 2008

(UNAUDITED)


(In millions)	HET (Parent)			Subsidiary Issuer			Guarantors			Non- Guarantors			Consolidating/ Eliminating Adjustments			Total
Revenues
Casino	$	—		$	17.3		$	976.4		$	472.0		$	—		$	1,465.7
Food and beverage		—			3.8			168.3			129.2			—			301.3
Rooms		—			3.2			130.7			107.6			—			241.5
Management fees		—			1.6			13.2			0.2			(2.9	)		12.1
Other		—			10.0			86.8			52.2			(37.2	)		111.8
Less: casino promotional allowances		—			(4.4	)		(188.0	)		(99.5	)		—			(291.9	)

Net revenues		—			31.5		$	1,187.4			661.7			(40.1	)		1,840.5

Operating expenses
Direct
Casino		—			10.0			510.9			255.7			—			776.6
Food and beverage		—			2.2			65.0			57.1			—			124.3
Rooms		—			0.4			25.0			25.0			—			50.4
Property general, administrative and other		—			9.8			285.7			146.3			(31.9	)		409.9
Depreciation and amortization		—			1.5			82.4			40.4			(0.1	)		124.2
Write-downs, reserves and recoveries		—			2.1			(170.3	)		9.4			—			(158.8	)
Project opening costs		—			—			0.3			2.5			—			2.8
Corporate expense		5.3			15.2			5.9			6.5			(8.2	)		24.7
Merger and integration costs		—			17.0			—			—			—			17.0
Losses/(income) on interests in non-consolidated affiliates		82.6			(260.2	)		(6.1	)		(0.5	)		183.5			(0.7	)
Amortization of intangible assets		—			0.1			20.1			12.1			—			32.3

Total operating expenses		87.9			(201.9	)		818.9			554.5			143.3			1,402.7

(Loss)/income from operations		(87.9	)		233.4			368.5			107.2			(183.4	)		437.8
Interest expense, net of interest capitalized		—			(359.1	)		(56.0	)		(118.0	)		65.2			(467.9	)
Loss on early extinguishment of debt		—			(211.3	)		—			—			—			(211.3	)
Other income, including interest income		0.9			25.4			28.9			17.7			(65.2	)		7.7

(Loss)/income from continuing operations before income taxes		(87.0	)		(311.6	)		341.4			6.9			(183.4	)		(233.7	)
Benefit/(provision) for income taxes		0.1			183.0			(123.1	)		(1.9	)		—			58.1

(Loss)/income from continuing operations, net of tax⁽¹⁾		(86.9	)		(128.6	)		218.3			5.0			(183.4	)		(175.6	)

Discontinued operations
Income from discontinued operations		—			—			141.0			—			—			141.0
Provision for income taxes		—			—			(53.7	)		—			—			(53.7	)

Income from discontinued operations		—			—			87.3			—			—			87.3

Net (loss)/income⁽¹⁾		(86.9	)		(128.6	)		305.6			5.0			(183.4	)		(88.3	)
Net loss attributable to non-controlling interests		—			—			—			1.4			—			1.4

Net (loss)/income attributable to Harrah’s Entertainment, Inc.	$	(86.9	)	$	(128.6	)	$	305.6		$	6.4		$	(183.4	)	$	(86.9	)

(1)	Due to the January 1, 2009 adoption of a recent accounting pronouncement, certain 2008 amounts have been restated to conform to the 2009 presentation.

HARRAH’S ENTERTAINMENT, INC.

(PREDECESSOR ENTITY)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE PERIOD

JANUARY 1, 2008 THROUGH JANUARY 27, 2008

(UNAUDITED)


(In millions)	HET (Parent)			Subsidiary Issuer			Guarantors			Non- Guarantors			Consolidating/ Eliminating Adjustments			Total
Revenues
Casino	$	—		$	5.7		$	400.5		$	208.4		$	—		$	614.6
Food and beverage		—			1.5			65.7			51.2			—			118.4
Rooms		—			1.3			52.7			42.4			—			96.4
Management fees		—			0.7			6.0			0.1			(1.8	)		5.0
Other		—			0.7			26.3			22.0			(6.3	)		42.7
Less: casino promotional allowances		—			(1.5	)		(76.9	)		(38.6	)		—			(117.0	)

Net revenues		—			8.4			474.3			285.5			(8.1	)		760.1

Operating expenses
Direct
Casino		—			4.1			217.8			118.7			—			340.6
Food and beverage		—			1.0			26.0			23.5			—			50.5
Rooms		—			0.2			10.0			9.4			—			19.6
Property general, administrative and other		—			5.6			112.7			68.0			(8.1	)		178.2
Depreciation and amortization		—			1.1			41.9			20.5			—			63.5
Write-downs, reserves and recoveries		—			0.6			(0.4	)		4.5			—			4.7
Project opening costs		—			—			(0.2	)		0.9			—			0.7
Corporate expense		—			7.9			0.6			—			—			8.5
Merger and integration costs		—			125.6			—			—			—			125.6
Losses/(income) on interests in non-consolidated affiliates		102.3			(1.3	)		1.6			(0.2	)		(102.9	)		(0.5	)
Amortization of intangible assets		—			—			5.2			0.3			—			5.5

Total operating expenses		102.3			144.8			415.2			245.6			(111.0	)		796.9

(Loss)/income from operations		(102.3	)		(136.4	)		59.1			39.9			102.9			(36.8	)
Interest expense, net of interest capitalized		—			(89.3	)		(7.1	)		(27.3	)		34.0			(89.7	)
Other income, including interest income		—			12.6			9.8			12.7			(34.0	)		1.1

(Loss)/income from continuing operations before income taxes		(102.3	)		(213.1	)		61.8			25.3			102.9			(125.4	)
Benefit/(provision) for income taxes		1.4			56.3			(18.9	)		(12.8	)		—			26.0

(Loss)/income from continuing operations, net of tax⁽¹⁾		(100.9	)		(156.8	)		42.9			12.5			102.9			(99.4	)

Discontinued operations
Income from discontinued operations		—			—			0.1			—			—			0.1
Provision for income taxes		—			—			—			—			—			—

Income from discontinued operations, net		—			—			0.1			—			—			0.1

Net (loss)/income⁽¹⁾		(100.9	)		(156.8	)		43.0			12.5			102.9			(99.3	)
Net income attributable to non-controlling interests		—			—			—			(1.6	)		—			(1.6	)

Net (loss)/income attributable to Harrah’s Entertainment, Inc.	$	(100.9	)	$	(156.8	)	$	43.0		$	10.9		$	102.9		$	(100.9	)

(1)	Due to the January 1, 2009 adoption of a recent accounting pronouncement, certain 2008 amounts have been restated to conform to the 2009 presentation.

HARRAH’S ENTERTAINMENT, INC.

(SUCCESSOR ENTITY)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2009

(UNAUDITED)


(In millions)	HET (Parent)		Subsidiary Issuer			Guarantors			Non- Guarantors			Consolidating/ Eliminating Adjustments		Total
Cash flows provided by/(used in) operating activities	$	38.0	$	(538.3	)	$	294.9		$	183.4		$	—	$	(22.0	)

Cash flows from investing activities
Land, buildings, riverboats and equipment additions		—		(0.7	)		(117.6	)		(10.0	)		—		(128.3	)
Proceeds from other asset sales		—		33.6			0.6			—			—		34.2
Decrease in construction payables		—		(0.7	)		(8.4	)		(6.6	)		—		(15.7	)
Other		—		—			(2.9	)		(1.0	)		—		(3.9	)

Cash flows provided by/(used in) investing activities		—		32.2			(128.3	)		(17.6	)		—		(113.7	)

Cash flows from financing activities
Proceeds from issuance of long-term debt, net of issue costs		—		1,354.3			—			—			—		1,354.3
Repayments under lending agreements		—		(103.1	)		—			—			—		(103.1	)
Early extinguishments of debt		—		(1.5	)		—			—			—		(1.5	)
Scheduled debt retirements		—		(5.1	)		—			—			—		(5.1	)
Non-controlling interests’ distributions, net of contributions		—		—			—			(2.0	)		—		(2.0	)
Other		—		3.3			(1.1	)		(0.1	)		—		2.1
Transfers from/(to) affiliates		209.6		167.4			(213.6	)		(163.4	)		—		—

Cash flows provided by/(used in) financing activities		209.6		1,415.3			(214.7	)		(165.5	)		—		1,244.7

Cash flows from discontinued operations
Cash flows from operating activities		—		—			(0.1	)		—			—		(0.1	)

Cash flows used in discontinued operations		—		—			(0.1	)		—			—		(0.1	)

Net increase/(decrease) in cash and cash equivalents		247.6		909.2			(48.2	)		0.3			—		1,108.9
Cash and cash equivalents, beginning of period		0.1		7.1			318.3			325.0			—		650.5

Cash and cash equivalents, end of period	$	247.7	$	916.3		$	270.1		$	325.3		$	—	$	1,759.4

HARRAH’S ENTERTAINMENT, INC.

(SUCCESSOR ENTITY)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE PERIOD

JANUARY 28, 2008 THROUGH MARCH 31, 2008

(UNAUDITED)


(In millions)	HET (Parent)			Subsidiary Issuer			Guarantors			Non- Guarantors			Consolidating/ Eliminating Adjustments		Total
Cash flows (used in)/provided by operating activities	$	(2.5	)	$	350.7		$	282.5		$	(148.2	)	$	—	$	482.5

Cash flows from investing activities
Land, buildings, riverboats and equipment additions		—			(37.3	)		(154.5	)		(37.8	)		—		(229.6	)
Insurance proceeds for hurricane losses from asset recovery		—			—			181.4			—			—		181.4
Payment for Merger		(17,604.2	)		—			—			—			—		(17,604.2	)
Proceeds from other asset sales		—			—			1.4			—			—		1.4
Increase in construction payables		—			0.3			5.4			7.3			—		13.0
Other		—			—			(2.9	)		(0.2	)		—		(3.1	)

Cash flows (used in)/provided by investing activities		(17,604.2	)		(37.0	)		30.8			(30.7	)		—		(17,641.1	)

Cash flows from financing activities
Proceeds from issuance of long-term debt, net of issue costs		—			14,768.6			—			6,203.5			—		20,972.1
Repayments under lending agreements		—			(6,920.8	)		—			(1.3	)		—		(6,922.1	)
Early extinguishments of debt		—			(1,873.6	)		—			—			—		(1,873.6	)
Premiums paid on early extinguishments of debt		—			(235.6	)		—			—			—		(235.6	)
Equity contribution from buyout		6,007.0			—			—			—			—		6,007.0
Non-controlling interests’ contributions, net of distributions		—			—			—			0.5			—		0.5
Excess tax benefit from stock equity plans		(50.5	)		—			—			—			—		(50.5	)
Other		—			6.4			0.7			—			—		7.1
Transfers from/(to) affiliates		11,792.5			(5,457.5	)		(323.6	)		(6,011.4	)		—		—

Cash flows provided by/(used in) financing activities		17,749.0			287.5			(322.9	)		191.3			—		17,904.9

Cash flows from discontinued operations
Cash flows from operating activities		—			—			5.1			—			—		5.1

Cash flows provided by discontinued operations		—			—			5.1			—			—		5.1

Net increase/(decrease) in cash and cash equivalents		142.3			601.2			(4.5	)		12.4			—		751.4
Cash and cash equivalents, beginning of period		2.3			10.5			263.0			335.1			—		610.9

Cash and cash equivalents, end of period	$	144.6		$	611.7		$	258.5		$	347.5		$	—	$	1,362.3

HARRAH’S ENTERTAINMENT, INC.

(PREDECESSOR ENTITY)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE PERIOD

JANUARY 1, 2008 THROUGH JANUARY 27, 2008


(In millions)	HET (Parent)			Subsidiary Issuer			Guarantors			Non- Guarantors			Consolidating/ Eliminating Adjustments		Total
Cash flows provided by/(used in) operating activities	$	43.9		$	(106.4	)	$	(25.3	)	$	95.0		$	—	$	7.2

Cash flows from investing activities
Land, buildings, riverboats and equipment additions		—			(1.0	)		(69.1	)		(47.3	)		—		(117.4	)
Payments for businesses acquired, net of cash acquired		—			—			—			0.1			—		0.1
Proceeds from other asset sales		—			—			0.1			3.0			—		3.1
(Decrease)/increase in construction payables		—			(0.4	)		2.8			(10.6	)		—		(8.2	)
Other		—			—			(1.2	)		(0.5	)		—		(1.7	)

Cash flows used in investing activities		—			(1.4	)		(67.4	)		(55.3	)		—		(124.1	)

Cash flows from financing activities
Proceeds from issuance of long-term debt, net of issue costs		—			11,316.3			—			—			—		11,316.3
Repayments under lending agreements		—			(11,288.6	)		—			(0.2	)		—		(11,288.8	)
Early extinguishments of debt		—			—			(87.7	)		—			—		(87.7	)
Non-controlling interests’ distributions, net of contributions		—			—			—			(1.6	)		—		(1.6	)
Proceeds from exercises of stock options		2.4			—			—			—			—		2.4
Excess tax benefit from stock equity plans		77.5			—			—			—			—		77.5
Other		—			—			(0.7	)		(0.1	)		—		(0.8	)
Transfers (to)/from affiliates		(121.5	)		75.4			90.5			(44.4	)		—		—

Cash flows (used in)/provided by financing activities		(41.6	)		103.1			2.1			(46.3	)		—		17.3

Cash flows from discontinued operations
Cash flows from operating activities		—			—			0.5			—			—		0.5

Cash flows provided by discontinued operations		—			—			0.5			—			—		0.5

Net increase/(decrease) in cash and cash equivalents		2.3			(4.7	)		(90.1	)		(6.6	)		—		(99.1	)
Cash and cash equivalents, beginning of period		—			15.2			353.1			341.7			—		710.0

Cash and cash equivalents, end of period	$	2.3		$	10.5		$	263.0		$	335.1		$	—	$	610.9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial position and operating results of Harrah’s Entertainment, Inc. (referred to in this discussion, together with its consolidated subsidiaries where appropriate, as “Harrah’s Entertainment,” the “Company,” “we,” “our” and “us”) for first quarter 2009 and 2008, updates, and should be read in conjunction with, Management’s Discussion and Analysis of Financial Condition and Results of Operations presented in our 2008 Annual Report on Form 10-K.

ACQUISITION BY PRIVATE EQUITY FIRMS

On January 28, 2008, Harrah’s Entertainment was acquired by affiliates of Apollo Global Management, LLC (“Apollo”) and TPG Capital, LP (“TPG”) in an all cash transaction, hereinafter referred to as the “Merger,” valued at approximately $30.7 billion, including the assumption of $12.4 billion of debt and approximately $1.0 billion of acquisition costs. Holders of Harrah’s Entertainment stock received $90.00 in cash for each outstanding share of common stock. As a result of the Merger, the issued and outstanding shares of non-voting common stock and non-voting preferred stock of Harrah’s Entertainment are owned by entities affiliated with Apollo/TPG and certain co-investors and members of management, and the issued and outstanding shares of voting common stock of Harrah’s Entertainment are owned by Hamlet Holdings LLC, which is owned by certain individuals affiliated with Apollo/TPG. As a result of the Merger, our stock is no longer publicly traded.

OPERATING RESULTS AND DEVELOPMENT PLANS

In accordance with Generally Accepted Accounting Principles, we have separated our historical financial results for the Successor period and the Predecessor period; however, we have also combined the Successor and Predecessor periods results for the three months ended March 31, 2008, in the presentations below because we believe that it enables a meaningful presentation and comparison of results. We have reclassified certain amounts for prior periods to conform to our 2009 presentation.

Overall


(In millions)	Successor Three Months Ended Mar. 31, 2009			Successor Period Jan. 28, 2008 Through Mar. 31, 2008			Predecessor Period Jan. 1, 2008 Through Jan. 27, 2008			Combined Three Months Ended Mar. 31, 2008			Percentage Increase/ (Decrease)
Casino revenues	$	1,812.2		$	1,465.7		$	614.6		$	2,080.3		(12.9	)%
Net revenues		2,254.7			1,840.5			760.1			2,600.6		(13.3	)%
Income/(loss) from operations		285.4			437.8			(36.8	)		401.0		(28.8	)%
Loss from continuing operations, net of tax		(127.4	)		(175.6	)		(99.4	)		(275.0	)	(53.7	)%
Net loss attributable to Harrah’s Entertainment		(132.7	)		(86.9	)		(100.9	)		(187.8	)	(29.3	)%
Operating margin		12.7	%		23.8	%		(4.8	)%		15.4	%	(2.7	)pts

First quarter 2009 revenues were impacted by the current economic environment, which has reduced customer spending, particularly in the Las Vegas and Atlantic City markets. The year-over-year improvement in losses from continuing operations, net of tax, reflects the impact of company-wide cost savings initiatives in 2009 and the inclusion in first quarter 2008 of expense incurred in connection with the Merger, primarily related to the accelerated vesting of employee stock options, stock appreciation rights (“SARs”), and restricted stock, higher interest expense and losses on the early extinguishments of debt, partially offset by proceeds from the settlement of insurance claims related to hurricane damage in 2005.

The executive officers of our Company review operating results, assess performance and make decisions related to the allocation of resources on a property-by-property basis. We, therefore, believe that each property is an operating segment and that it is appropriate to aggregate and present the operations of our Company as one reportable segment. In order to provide more detail than would be possible on a consolidated basis, our properties have been grouped as follows to facilitate discussion of our operating results:


Las Vegas	Atlantic City	Louisiana/Mississippi	Iowa/Missouri
Caesars Palace	Harrah’s Atlantic City	Harrah’s New Orleans	Harrah’s St. Louis
Bally’s Las Vegas	Showboat Atlantic City	Harrah’s Louisiana Downs	Harrah’s North Kansas City
Flamingo Las Vegas	Bally’s Atlantic City	Horseshoe Bossier City	Harrah’s Council Bluffs
Harrah’s Las Vegas	Caesars Atlantic City	Grand Biloxi	Horseshoe Council Bluffs/
Paris Las Vegas	Harrah’s Chester⁽¹⁾	Harrah’s Tunica	Bluffs Run
Rio		Horseshoe Tunica
Imperial Palace		Sheraton Tunica
Bill’s Gamblin’ Hall & Saloon


Illinois/Indiana	Other Nevada	Managed/International/Other
Horseshoe Southern Indiana	Harrah’s Reno	Harrah’s Ak-Chin⁽²⁾
Harrah’s Joliet⁽¹⁾	Harrah’s Lake Tahoe	Harrah’s Cherokee⁽²⁾
Harrah’s Metropolis	Harveys Lake Tahoe	Harrah’s Rincon⁽²⁾
Horseshoe Hammond	Bill’s Lake Tahoe	Conrad Punta del Este⁽¹⁾
	Harrah’s Laughlin	Caesars Windsor⁽³⁾
		London Clubs International⁽⁴⁾

⁽¹⁾

Not wholly-owned by Harrah’s Entertainment.

⁽²⁾	Managed, not owned.

⁽³⁾

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

⁽⁴⁾

Operates 11 casino clubs in the United Kingdom, 3 in Egypt and 1 in South Africa.

Included in income from operations for each grouping are project opening costs and write-downs, reserves and recoveries. Project opening costs include costs incurred in connection with expansion and renovation projects at various properties. Write-downs, reserves and recoveries include various pretax charges to record asset impairments, contingent liability reserves, project write-offs, demolition costs, recoveries of previously recorded charges and other non-routine transactions.

Las Vegas Results


(In millions)	Successor Three Months Ended Mar. 31, 2009			Successor Period Jan. 28, 2008 Through Mar. 31, 2008			Predecessor Period Jan. 1, 2008 Through Jan. 27, 2008			Combined Three Months Ended Mar. 31, 2008			Percentage Increase/ (Decrease)
Casino revenues	$	369.5		$	308.2		$	138.7		$	446.9		(17.3	)%
Net revenues		686.4			609.4			253.6			863.0		(20.5	)%
Income from operations		123.8			142.9			51.9			194.8		(36.4	)%
Operating margin		18.0	%		23.4	%		20.5	%		22.6	%	(4.6	)pts

First quarter revenues and income from operations were lower than in first quarter 2008, driven by lower spend per visitor and declines in the group-travel business. While hotel occupancy was strong for our Las Vegas group, average room rates declined.

An expansion and renovation of Caesars Palace Las Vegas is underway, which will include a hotel tower with approximately 660 rooms, including 75 luxury suites, 110,000 square feet of additional meeting and convention space, three 10,000-square-foot villas and an expanded pool and garden area. We will defer completion of the rooms in the hotel tower expansion as a result of current economic conditions impacting the Las Vegas tourism sector. The estimated total capital expenditures for the project, excluding the costs to complete the deferred rooms, are expected to be $681.0 million, $437.2 million of which had been spent as of March 31, 2009. The expansion is scheduled for completion in mid-summer 2009.

Atlantic City Results


(In millions)	Successor Three Months Ended Mar. 31, 2009			Successor Period Jan. 28, 2008 Through Mar. 31, 2008			Predecessor Period Jan. 1, 2008 Through Jan. 27, 2008			Combined Three Months Ended Mar. 31, 2008			Percentage Increase/ (Decrease)
Casino revenues	$	462.5		$	413.3		$	163.4		$	576.7		(19.8	)%
Net revenues		483.9			408.2			160.8			569.0		(15.0	)%
Income from operations		37.1			59.2			18.7			77.9		(52.4	)%
Operating margin		7.7	%		14.5	%		11.6	%		13.7	%	(6.0	)pts

Combined revenues and income from operations for the three months ended March 31, 2009, were lower than in the first three months last year due to reduced visitor volume and spend per trip and higher operating costs. The Atlantic City market continues to be affected by competition from three slot parlors in eastern Pennsylvania and one in Yonkers, New York, and smoking restrictions in Atlantic City.

Louisiana/Mississippi Results


(In millions)	Successor Three Months Ended Mar. 31, 2009			Successor Period Jan. 28, 2008 Through Mar. 31, 2008			Predecessor Period Jan. 1, 2008 Through Jan. 27, 2008			Combined Three Months Ended Mar. 31, 2008			Percentage Increase/ (Decrease)
Casino revenues	$	306.2		$	258.6		$	99.0		$	357.6		(14.4	)%
Net revenues		334.5			274.5			106.1			380.6		(12.1	)%
Income from operations		58.3			232.6			10.1			242.7		(76.0	)%
Operating margin		17.4	%		84.7	%		9.5	%		63.8	%	(46.4	)pts

Combined first quarter 2009 revenues from our properties in Louisiana and Mississippi were lower than in first quarter 2008 driven by lower visitor volume due to the current economic environment. First quarter 2008 income from operations includes insurance proceeds of $185.4 million from the final settlement of claims related to the 2005 hurricanes. The proceeds are included in Write-downs, reserves and recoveries in our 2008 Consolidated Condensed Statement of Operations. Excluding the insurance proceeds in 2008 from the comparison, operating margin for the Louisiana/Mississippi group of properties improved 2.4 points as a result of cost savings initiatives.

Construction began in third quarter 2007 on Margaritaville Casino & Resort in Biloxi. We have halted construction on this project, and will continue to review and refine the project in light of the current economic environment, market conditions on the Gulf Coast and the current financing environment. We license the Margaritaville name from an entity affiliated with the singer/songwriter Jimmy Buffett. As of March 31, 2009, $176.1 million had been spent on this project.

Iowa/Missouri Results


(In millions)	Successor Three Months Ended Mar. 31, 2009			Successor Period Jan. 28, 2008 Through Mar. 31, 2008			Predecessor Period Jan. 1, 2008 Through Jan. 27, 2008			Combined Three Months Ended Mar. 31, 2008			Percentage Increase/ (Decrease)
Casino revenues	$	181.4		$	134.2		$	52.5		$	186.7		(2.8	)%
Net revenues		193.6			143.0			55.8			198.8		(2.6	)%
Income from operations		47.8			30.7			7.7			38.4		24.5	%
Operating margin		24.7	%		21.5	%		13.8	%		19.3	%	5.4	pts

Combined first quarter 2009 total revenues at our Iowa and Missouri properties were slightly lower than in last year’s first quarter, but income from operations was higher than in the prior year first quarter due to cost savings initiatives.

Illinois/Indiana Results


(In millions)	Successor Three Months Ended Mar. 31, 2009			Successor Period Jan. 28, 2008 Through Mar. 31, 2008			Predecessor Period Jan. 1, 2008 Through Jan. 27, 2008			Combined Three Months Ended Mar. 31, 2008			Percentage Increase/ (Decrease)
Casino revenues	$	305.4		$	210.7		$	86.9		$	297.6		2.6	%
Net revenues		303.3			208.1			85.5			293.6		3.3	%
Income from operations		36.4			27.2			8.7			35.9		1.4	%
Operating margin		12.0	%		13.1	%		10.2	%		12.2	%	(0.2	)pt

Higher combined first quarter 2009 revenues were driven by the renovation and expansion at Horseshoe Hammond that opened in August 2008. Cost savings initiatives at other properties in the region contributed to the increase in income from operations, which was partially offset by the write-down of the value of assets that were taken out of service at Horseshoe Hammond.

Other Nevada Results


(In millions)	Successor Three Months Ended Mar. 31, 2009			Successor Period Jan. 28, 2008 Through Mar. 31, 2008			Predecessor Period Jan. 1, 2008 Through Jan. 27, 2008			Combined Three Months Ended Mar. 31, 2008			Percentage Increase/ (Decrease)
Casino revenues	$	89.8		$	85.4		$	30.2		$	115.6		(22.3	)%
Net revenues		114.6			107.7			38.9			146.6		(21.8	)%
Income from operations		7.6			14.1			0.5			14.6		(47.9	)%
Operating margin		6.6	%		13.1	%		1.3	%		10.0	%	(3.4	)pts

First quarter 2009 revenues and income from operations from our Nevada properties outside of Las Vegas were lower than in first quarter 2008 due to lower customer spend per trip and higher costs aimed at attracting and retaining customers.

Managed/International/Other


(In millions)	Successor Three Months Ended Mar. 31, 2009			Successor Period Jan. 28, 2008 Through Mar. 31, 2008			Predecessor Period Jan. 1, 2008 Through Jan. 27, 2008			Combined Three Months Ended Mar. 31, 2008			Percentage Increase/ (Decrease)
Net revenues
Managed	$	13.4		$	12.1		$	5.0		$	17.1		(21.6	)%
International		110.6			64.7			51.2			115.9		(4.6	)%
Other		14.4			12.8			3.2			16.0		(10.0	)%

Total net revenues	$	138.4		$	89.6		$	59.4		$	149.0		(7.1	)%

Income/(loss) from operations
Managed	$	3.3		$	5.0		$	4.0		$	9.0		(63.3	)%
International		8.8			(13.5	)		2.2			(11.3	)	N/M
Other		(7.2	)		(18.7	)		(6.5	)		(25.2	)	71.4	%

Total income/(loss) from operations	$	4.9		$	(27.2	)	$	(0.3	)	$	(27.5	)	N/M

N/M=Not Meaningful

Managed, international and other results include income from our managed properties, results of our international properties, certain marketing and administrative expenses, including development costs, and income from our non-consolidated affiliates. The decline in revenues for the period ended March 31, 2009, reflects the impact of the current economic environment on our managed and international properties. Income from operations improved in the 2009 period due to cost savings initiatives at our London Clubs properties, strong performance at Conrad Punta del Este Resort & Casino in Uruguay and lower development and administrative expenses.

Other Factors Affecting Net Income


(In millions) (Income)/expense	Successor Three Months Ended Mar. 31, 2009		Successor Period Jan. 28, 2008 Through Mar. 31, 2008		Predecessor Period Jan. 1, 2008 Through Jan. 27, 2008		Combined Three Months Ended Mar. 31, 2008		Percentage Increase/ (Decrease)
Corporate expense	$	30.3	$	24.7	$	8.5	$	33.2	(8.7	)%
Merger and integration costs		0.2		17.0		125.6		142.6	N/M
Amortization of intangible assets		43.8		32.3		5.5		37.8	15.9	%
Interest expense, net		496.8		467.9		89.7		557.6	(10.9	)%
(Gain)/loss on early extinguishments of debt