UNITED STATES
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		September 30, 2003


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


		For the transition period from to


		Commission file number		333-0214

HORSESHOE GAMING HOLDING CORP.

(Exact name of registrant as specified in its charter)


Delaware		88-0425131

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

9921 Covington Cross Drive, Las Vegas, NV		89144-6835

(Address of principal executive office)		(Zip Code)

(702) 932-7800

(Registrant’s telephone number, including area code)

(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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes

As of November 7, 2003, the registrant had 13,336 shares of Class A Common Stock and 9,779 of Class B Common Stock outstanding.

TABLE OF CONTENTS


PART I FINANCIAL INFORMATION
	Item 1. FINANCIAL STATEMENTS
		CONSOLIDATED CONDENSED BALANCE SHEETS
		CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
		CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
		NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
	Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	Item 3. Quantitative and Qualitative Disclosure About Market Risk
	Item 4. Controls and Procedures
PART II OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURE
Exhibit Index
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

HORSESHOE GAMING HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Condensed Balance Sheets as of September 30, 2003 and December 31, 2002	3
	Consolidated Condensed Statements of Operations for the three and nine months ended September 30, 2003 and 2002	4
	Consolidated Condensed Statements of Cash Flows for the nine months ended September 30, 2003 and 2002	5
	Notes to Consolidated Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	16
Item 6.	Exhibits and Reports on Form 8-K	17
SIGNATURE		18


PART I		FINANCIAL INFORMATION
Item 1.		FINANCIAL STATEMENTS

HORSESHOE GAMING HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(unaudited)
(in thousands, except for share data)


			September 30,			December 31,
			2003			2002

ASSETS
Current assets
	Cash and cash equivalents		$	106,544		$	87,373
	Restricted cash			1,005			14,286
	Accounts receivable, net of allowance for doubtful accounts of $6,122 and $6,779, respectively			13,131			12,555
	Inventories			4,772			5,418
	Prepaid expenses and other			9,530			7,825

		Total current assets		134,982			127,457

	Property and equipment, net			479,107			471,003
	Goodwill			252,242			252,242
	Intangibles, net			10,862			12,970
	Other, net			36,133			37,887

			$	913,326		$	901,559

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
	Accounts payable		$	7,983		$	8,860
	Accrued expenses and other			89,862			99,492

		Total current liabilities		97,845			108,352

Long-term liabilities
	Long-term debt			533,919			556,773
	Other long-term liabilities			5,886			6,923

		Total long-term liabilities		539,805			563,696

Commitments and contingencies
Stockholders’ equity
	Common stock, $.01 par value, 50,000 shares authorized, 25,000 shares issued, 23,115 and 23,077 shares outstanding, respectively			—			—
	Additional paid-in capital			59,090			59,808
	Retained earnings			270,784			225,001

				329,874			284,809
	Treasury stock, at cost, 1,885 and 1,923 shares, respectively			(54,198	)		(55,298	)

		Total stockholders’ equity		275,676			229,511

			$	913,326		$	901,559

The accompanying notes are an integral part of these
consolidated condensed financial statements.

HORSESHOE GAMING HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands)


			Three months ended September 30,						Nine months ended September 30,

			2003			2002			2003			2002

Revenues
	Casino		$	214,511		$	207,905		$	642,094		$	625,369
	Food and beverage			20,594			19,891			61,250			60,138
	Hotel			7,722			7,122			22,740			21,579
	Retail and other			4,937			4,663			13,997			14,443

				247,764			239,581			740,081			721,529
	Promotional allowances and other			(37,853	)		(34,587	)		(114,076	)		(105,587	)

		Net revenues		209,911			204,994			626,005			615,942

Expenses
	Casino			119,163			110,499			363,511			321,883
	Food and beverage			7,913			6,151			20,430			18,295
	Hotel			503			663			1,486			1,885
	Retail and other			2,023			1,556			4,740			5,793
	General and administrative			26,627			28,364			83,025			85,151
	Corporate expenses			5,526			5,579			17,108			18,979
	Deferred compensation			173			325			(319	)		8,086
	Loss on early retirement of debt			—			—			—			9,683
	Net loss on disposal of assets			1,543			397			2,771			4,257
	Depreciation and amortization			13,241			14,008			40,014			41,794

		Total expenses		176,712			167,542			532,766			515,806


Operating income				33,199			37,452			93,239			100,136

Other income (expense)
	Interest expense			(12,419	)		(12,869	)		(37,857	)		(48,132	)
	Interest income			180			216			560			2,015
	Other, net			1			—			67			(615	)

		Total other income (expense)		(12,238	)		(12,653	)		(37,230	)		(46,732	)

Net income			$	20,961		$	24,799		$	56,009		$	53,404

The accompanying notes are an integral part of these
consolidated condensed financial statements.

HORSESHOE GAMING HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(unaudited)
(in thousands)


				2003			2002

Cash flows from operating activities
	Net income			$	56,009		$	53,404
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			40,014			41,794
		Amortization of debt discounts, deferred finance charges and other			2,036			2,240
		Extraordinary loss on early retirement of debt			—			9,683
		Net loss on disposal of assets			2,771			4,257
		Provision for doubtful accounts			2,046			2,525
		Deferred compensation			(319	)		8,086
		Decrease/(increase) in restricted cash			9,831			(10,658	)
		Net change in current assets and liabilities			(3,483	)		1,835

			Net cash provided by operating activities		108,905			113,166

Cash flows from investing activities
	Purchases of property and equipment				(48,993	)		(29,419	)
	Proceeds from sale of property and equipment				715			235
	Indemnification escrow related to Joliet sale				3,450			—
	Net increase in other assets				646			(3,315	)

			Net cash used in investing activities		(44,182	)		(32,499	)

Cash flows from financing activities
	Proceeds from long-term debt				20,000			60,000
	Repayments on long-term debt				(43,000	)		(236,031	)
	Exercise of stock options				189			—
	Call premium to retire debt				—			(7,457	)
	Purchase of treasury stock				—			(2,513	)
	Capital dividends				(22,741	)		(27,041	)

			Net cash used in financing activities		(45,552	)		(213,042	)

Net change in cash and cash equivalents					19,171			(132,375	)
Cash and cash equivalents, beginning of period					87,373			220,817

Cash and cash equivalents, end of period				$	106,544		$	88,442

Supplemental cash flow disclosure
	Interest paid, net of amounts capitalized			$	24,693		$	36,525

The accompanying notes are an integral part of these
consolidated condensed financial statements.

HORSESHOE GAMING HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

Note 1 — Basis of Presentation

The accompanying unaudited consolidated condensed financial statements of Horseshoe Gaming Holding Corp., a Delaware corporation, and its subsidiaries (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations. It is suggested that these consolidated condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s Form 10-K for the year ended December 31, 2002. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows of all periods presented have been made. The results of operations for the nine months ended September 30, 2003, are not necessarily indicative of the operating results for the full year. Certain reclassifications have been made to the financial statements as previously presented to conform to current classifications.

Note 2 — Stock Purchase Agreement

On September 10, 2003, the Company entered into a definitive Stock Purchase Agreement (the “Agreement”) with Harrah’s Entertainment, Inc. (“Harrah’s”). Under the terms of the Agreement, the stockholders of the Company agreed to sell all of the outstanding capital stock of the Company to Harrah’s, subject to customary conditions, for $1.45 billion, including the assumption of debt. The transaction is subject to regulatory approvals and is expected to be completed in the first half of 2004.

Note 3 — Recently Issued Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 143 “Accounting for Asset Retirement Obligations” (“SFAS 143”). SFAS 143 requires the recognition of legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of the long-lived asset, as well as the disclosure of certain information related to asset retirement obligations. The Company adopted SFAS 143 in the first quarter of 2003. Adoption of SFAS 143 did not have a material impact on the Company’s results of operations or financial position.

In April 2002, the FASB issued SFAS No. 145 “Rescission of FASB Statements No. 4, 44, and 64, Amendments of FASB Statement No. 13, and Technical Corrections” (“SFAS 145”). SFAS 145 rescinds SFAS No. 4, “Reporting Gains and Losses from Extinguishment of Debt”, and an amendment of that statement, SFAS No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements”. SFAS 145 also rescinds SFAS No. 44, “Accounting for Intangible Assets of Motor Carriers”. SFAS 145 amends SFAS No. 13, “Accounting for Leases”, to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The provisions of this statement related to the rescission of SFAS No. 4 are effective for fiscal years beginning after May 15, 2002. Extraordinary losses of $9.7 million recognized by the Company in the nine months ended September 30, 2002 have been reclassified to income from operations to conform to the provisions of SFAS No. 145. The provisions of this statement related to SFAS No. 13 are effective for financial statements issued on or after May 15, 2002. The implementation of these remaining provisions did not have a material effect on the Company’s results of operations or financial position.

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”). SFAS 146 generally requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan, as previously required under EITF Issue 94-3. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal activity. SFAS 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The Company adopted SFAS 146 in the first quarter of 2003. Adoption of SFAS 146 did not have a material impact on the Company’s results of operations or financial position.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity” (“SFAS 150”). The statement changes the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity. The new statement requires that those instruments be classified as liabilities in statements of financial position. The statement is effective for interim periods beginning after June 15, 2003. Adoption of SFAS 150 is not expected to have a material impact on the Company’s results of operations or financial position.

Note 4 — Intangibles, Net

As of September 30, 2003, the Company had the following intangible assets recorded on its balance sheet (in thousands):


	Gross
	Carrying		Accumulated
	Amount		Amortization		Balance

Deferred licensing fees	$	11,131	$	3,503	$	7,628
Other		6,380		3,146		3,234

	$	17,511	$	6,649	$	10,862

All of the Company’s intangible assets are being accounted for under the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets”. Amortization expense on intangible assets for the three and nine months ended September 30, 2003 was $0.3 million and $2.5 million, respectively. Estimated annual amortization expense on intangible assets for the years ending December 31, 2003, 2004, 2005, 2006 and 2007 is $2.8 million, $1.3 million, $0.8 million, $0.8 million and $0.8 million, respectively.

Note 5 — Contingencies

The Company and its subsidiaries, from time to time, are party to legal proceedings arising in the ordinary course of business. Except as discussed in the Company’s Form 10-K for the year ended December 31, 2002 and the Form 10-Q for the quarterly period ended June 30, 2003, the Company is unaware of any legal proceedings which, even if the outcome were unfavorable to the Company, would have a material adverse impact on either its financial condition or results of operations.


Item 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Horseshoe Gaming Holding Corp. (the “Company”) and its subsidiaries. References to Bossier City, Tunica, and Hammond (or Horseshoe Hammond) refer to the Company’s wholly owned subsidiaries in Bossier City, Louisiana; Tunica, Mississippi; and Hammond, Indiana, respectively. This discussion should be read in conjunction with the Company’s consolidated condensed financial statements and notes thereto.

This Quarterly Report on Form 10-Q contains certain “forward looking statements”, express or implied, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements generally can be identified by phrases such as the Company or its management “believes,” “anticipates,” “expects,” “forecasts,” “estimates,” “foresees,” 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. These forward-looking statements are based on the beliefs of management, as well as assumptions made based on information currently available to management. The reader is cautioned that forward-looking statements involve risks and uncertainties, which could cause actual results or events to differ materially from those expressed or implied therein, including, but not limited to risks associated with substantial indebtedness, debt service and liquidity; construction delays or disruption; risks of competition in the Company’s existing and future markets; failure to obtain or retain licenses or regulatory approvals; and changes in gaming laws and regulations. Further information on these and other applicable risks are included in the Company’s filings with the Securities and Exchange Commission.

Results of Operations
Financial Highlights


		Three months ended September 30,						% Increase/(Decrease)

		2003			2002			2003 vs. 2002

		(dollars in thousands)
Casino revenues
	Bossier City	$	65,048		$	63,609			2	%
	Tunica		60,984			61,736			-1	%
	Hammond		88,479			82,560			7	%

		$	214,511		$	207,905			3	%

Net revenues
	Bossier City	$	64,460		$	64,297			0	%
	Tunica		59,202			60,231			-2	%
	Hammond		86,249			80,466			7	%

		$	209,911		$	204,994			2	%

Operating income (loss)
	Bossier City (a)	$	11,125		$	10,865			2	%
	Tunica (a)		13,439			14,924			-10	%
	Hammond (a)		14,438			17,487			-17	%
	Corporate expenses		(5,526	)		(5,579	)		1	%
	Deferred compensation		(174	)		(325	)		(b	)
	Other		(103	)		80			-229	%

		$	33,199		$	37,452			-11	%

Other information
	Interest expense, net	$	12,239		$	12,653			-3	%
	Net income	$	20,961		$	24,799			-15	%
Operating margin (operating income/net revenue)(c)
	Bossier City (a)		17	%		17	%	0 pts.
	Tunica (a)		23	%		25	%	-2 pts.
	Hammond (a)		17	%		22	%	-5 pts.
	Consolidated		16	%		18	%	-2 pts.

(a)		Before corporate allocations and deferred compensation.

(b)		Not meaningful.

(c)		The “% Increase/(Decrease)” for operating margin represents the absolute difference in percentage points (pts.) between the two periods.

Three months ended September 30, 2003 and 2002

Consolidated net revenues for the quarter ended September 30, 2003 increased 2% as compared to the prior year period primarily as the result of the conversion to dockside gaming in Hammond in August 2002. Tax increases in Hammond and Bossier City along with competitive pressures in Tunica impacted operating income at our three properties in the third quarter of 2003.

Casino revenues in Bossier City increased 2% in the third quarter of 2003 as compared to the prior year period while the Shreveport/Bossier City market was flat between the two periods. Included in the 2003 numbers for the Shreveport/Bossier City market were the results from a nearby horse racetrack facility that opened in May 2003 with approximately 900 slots. Casino revenue increases in Bossier City in the third quarter of 2003 are largely attributable to volume increases in both slots and table games. These increases were the result of an increase in promotional spending during the 2003 quarter resulting in net revenues being basically flat in the third quarter of 2003 as compared to the prior year period. The 1% gaming tax increase between the two periods in Bossier City was more than offset by the reduction in amortization expense on a non-compete agreement in the 2003 period, leaving operating margins flat between the two periods.

Tunica experienced an approximate 2% increase in coin-in during the quarter ended September 30, 2003 as compared to the same quarter in the prior year which was more than offset by a reduction in their slot hold percentage of approximately .3 percentage points as compared to the prior year period. Also impacting Tunica’s operating income and operating margins were increases in worker’s compensation and health insurance in the quarter ended September 30, 2003 as compared to the prior year period.

Casino revenues in Hammond increased 7% in the third quarter of 2003 as compared to the same period in the prior year as a result of the August 2002 conversion to dockside gaming. While Hammond has experienced revenue increases from dockside gaming, operating income and margins still fell significantly short of prior year primarily due to the increase in state gaming taxes. During the quarter ended September 30, 2002, state gaming taxes were calculated at 22.5% of casino revenue for the month of July and, effective upon the conversion to dockside gaming on August 1, 2002, a graduated state gaming tax rate ranging from 15% to 35% was implemented. The rate used for August and September 2002 was based on the estimated tax to be paid by year-end under the new graduated rate structure. This resulted in a rate for the third quarter of 2002 that was approximately seven percentage points lower than the current rate of 30.5%. Also, during the third quarter of 2003, Hammond reported an increase of $1.1 million in disposal costs primarily related to assets being replaced as a result of the expansion projects at that facility. This was partially offset by a $0.8 million reduction in personal property tax expense, net of consulting fees, related to prior periods that was recorded in the third quarter of 2003.

Results of Operations
Financial Highlights


		Nine months ended September 30,						% Increase/(Decrease)

		2003			2002			2003 vs. 2002

		(dollars in thousands)
Casino revenues
	Bossier City	$	194,561		$	194,076			0	%
	Tunica		185,457			198,356			-7	%
	Hammond		262,076			232,937			13	%

		$	642,094		$	625,369			3	%

Net revenues
	Bossier City	$	193,137		$	194,992			-1	%
	Tunica		177,950			192,922			-8	%
	Hammond		254,918			228,028			12	%

		$	626,005		$	615,942			2	%

Operating income (loss)
	Bossier City (a)	$	32,302		$	33,168			-3	%
	Tunica (a)		40,478			56,511			-28	%
	Hammond (a)		37,440			46,946			-20	%
	Corporate expenses		(17,108	)		(18,979	)		10	%
	Deferred compensation		318			(8,086	)		(b	)
	Loss on early retirement of debt		—			(9,683	)		(b	)
	Other		(191	)		259			-174	%

		$	93,239		$	100,136			-7	%

Other information
	Interest expense, net	$	37,297		$	46,117			-19	%
	Net income	$	56,009		$	53,404			5	%
Operating margin (operating income/net revenue)(c)
	Bossier City (a)		17	%		17	%	0 pts.
	Tunica (a)		23	%		29	%	-6 pts.
	Hammond (a)		15	%		21	%	-6 pts.
	Consolidated		15	%		16	%	-1 pt.

(a)		Before corporate allocations and deferred compensation.

(b)		Not meaningful.

(c)		The “% Increase/(Decrease)” for operating margin represents the absolute difference in percentage points (pts.) between the two periods.

Nine months ended September 30, 2003 and 2002

Consolidated net revenues for the nine months ended September 30, 2003 increased 2% as compared to the prior year period. Revenue improvements in Hammond as the result of the conversion to dockside gaming in August 2002, were partially offset by year-over-year revenue decreases experienced in Tunica. Tax increases in Bossier City and Hammond, along with decreases in revenue in Tunica, were the primary reasons that each of the three properties experienced decreases in operating income in the first nine months of 2003.

Casino revenues in Bossier City were flat in the nine months ended September 30, 2003 as compared to the prior year period while the Shreveport/Bossier City market decreased approximately 1% between the two periods. Contributing to the market results was the May 21, 2003 opening of approximately 900 slots at a nearby horse racetrack facility. Increased slot and table hold percentages in Bossier City in the nine months ended September 30, 2003 were partially offset by decreases in slot and table volumes as compared to the nine months ended September 30, 2002.

While Tunica’s coin-in increased 1% during the nine months ended September 30, 2003 as compared to the prior year period, their slot hold percentage dropped approximately .4 percentage points as compared to the prior year period which caused a decline in slot revenue of approximately $10.7 million. Also contributing to the 2003 decrease was a 4% decrease in table drop, coupled with a 1.0 percentage point decrease in the table hold percentage as compared to the prior year. Stiff competition in the Tunica market continues to erode operating margins.

Casino revenues in Hammond increased 13% in the nine months ended September 30, 2003 as compared to the same period in the prior year as a result of the August 2002 conversion to dockside gaming. While Hammond has experienced revenue increases from dockside gaming, operating income and margins still fell significantly short of prior year primarily due to the increase in state gaming taxes. In addition to the higher effective tax rate that Hammond is now experiencing, an additional $5.1 million in gaming taxes was recorded in the nine months ended September 30, 2003 as the result of a retroactive tax increase imposed by the Indiana legislature during the period.

Corporate expenses decreased by $1.9 million in the nine months ended September 30, 2003 as compared to the prior year period. The prior year period includes a $2.3 million payment for franchise taxes related to a Louisiana franchise tax audit. During the nine months ended September 30, 2003, $2.4 million was recorded related to the relocation of the corporate headquarters from Illinois to Nevada.

Deferred compensation decreased $8.4 million in the nine months ended September 30, 2003 as compared to the prior year period due primarily to a reduction in the valuation used to calculate the value of vested stock appreciation rights.

Interest expense, net decreased 19% in the first nine months of 2003 as compared to the prior year period due primarily to lower outstanding debt balances during the 2003 period. In June 2002, the Company redeemed all of its outstanding 9.375% Senior Subordinated Notes for $166.5 million, including call premium. As a result of this redemption, the Company recorded a loss on early retirement of debt of $9.7 million in the nine months ended September 30, 2002.

Liquidity and Capital Resources

As of September 30, 2003, the Company had cash and cash equivalents of $106.5 million. During the first nine months of 2003, cash provided by operating activities was $108.9 million, net cash used in investing activities was $44.2 million and net cash used in financing activities was $45.6 million.

As of November 1, 2003, there were no amounts outstanding on the Company’s $150.0 million Credit Facility. The Credit Facility is permanently reduced by $28.1 million on December 31, 2003 and $40.6 million per quarter beginning March 31, 2004. The Company is currently evaluating its alternatives regarding the Credit Facility and its other outstanding debt. The Company has no off balance sheet financing.

Horseshoe Hammond substantially completed its $15.7 million interim expansion of its boat and pavilion, including the addition of approximately 400 slot machines, in the third quarter of 2003. The construction of a $50.0 million parking garage at Horseshoe Hammond is underway with an estimated completion date of March 2004. As of October 31, 2003, the Company had expended approximately $15.0 million related to the parking garage. Other than normal, routine maintenance capital expenditures, no other material capital expenditures are currently planned in Bossier City or Tunica during the next twelve months.

The Company believes that the Company’s cash and cash equivalents on hand, cash flow from operations and available borrowing capacity will be adequate to meet the Company’s existing debt service obligations and capital expenditure commitments for the next twelve months.

Contingencies

Recently Issued Accounting Pronouncements


Item 3.		Quantitative and Qualitative Disclosure About Market Risk

As of September 30, 2003 there were no material changes to the information presented in Item 7A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002.


Item 4.		Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company completed its evaluation.


PART II		OTHER INFORMATION
Item 1.		Legal Proceedings

Reference is made to the Company’s Form 10-Q for the quarterly period ended June 30, 2003.


Item 6.		EXHIBITS AND REPORTS ON FORM 8-K


		Exhibit
		Number		Description

		2.1 (a)		Stock Purchase Agreement by and among Harrah’s Entertainment, Inc., Horseshoe Gaming Holding Corp. and each of the Stockholders of Horseshoe Gaming Holding Corp., dated as of September 10, 2003.

		3.1 (b)		Certificate of Incorporation of Horseshoe Gaming Holding Corp.

		3.2 (b)		By-laws of Horseshoe Gaming Holding Corp.

		31.1 (c)		Certification of Jack B. Binion, Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

		31.2 (c)		Certification of Kirk C. Saylor, Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

		32.1 (c)		Certification of Jack B. Binion, Chief Executive Officer, pursuant to 18 United States Code Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

		32.2 (c)		Certification of Kirk C. Saylor, Chief Financial Officer, pursuant to 18 United States Code Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


	(a)		Filed as an Exhibit to Horseshoe Gaming Holding Corp.’s Form 8-K filed on September 16, 2003.

	(b)		Filed as an Exhibit to Horseshoe Gaming Holding Corp.’s Form S-4 Registration Statement filed on June 15, 1999.

	(c)		Included herein.

Reports on Form 8-K filed during the quarter:

On September 16, 2003, a Form 8-K was filed to announce that the Company and its stockholders entered into a definitive Stock Purchase Agreement with Harrah’s Entertainment, Inc.

SIGNATURE

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



	HORSESHOE GAMING HOLDING CORP. a Delaware corporation


Date: November 10, 2003
	By:	/s/ Kirk C. Saylor .

		Kirk C. Saylor Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

Exhibit Index


Exhibit
Number		Description

2.1 (a)		Stock Purchase Agreement by and among Harrah’s Entertainment, Inc., Horseshoe Gaming Holding Corp. and each of the Stockholders of Horseshoe Gaming Holding Corp., dated as of September 10, 2003.

3.1 (b)		Certificate of Incorporation of Horseshoe Gaming Holding Corp.

3.2 (b)		By-laws of Horseshoe Gaming Holding Corp.

31.1 (c)		Certification of Jack B. Binion, Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 (c)		Certification of Kirk C. Saylor, Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 (c)		Certification of Jack B. Binion, Chief Executive Officer, pursuant to 18 United States Code Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 (c)		Certification of Kirk C. Saylor, Chief Financial Officer, pursuant to 18 United States Code Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(a)		Filed as an Exhibit to Horseshoe Gaming Holding Corp.’s Form 8-K filed on September 16, 2003.

(b)		Filed as an Exhibit to Horseshoe Gaming Holding Corp.’s Form S-4 Registration Statement filed on June 15, 1999.

(c)		Included herein.

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HORSESHOE GAMING HOLDING CORP 10-Q