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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Commission file number 1-9481

ARCHON CORPORATION
(Exact name of registrant as specified in its charter)

        Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 of 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 ý    No o

        Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

        The number of shares of common stock outstanding as of December 16, 2002 was 6,221,431. The market value of the common stock held by non-affiliates of the registrant as of December 16, 2002 was approximately 2,658,466. The market value was computed by reference to the average bid and asked price of the common stock on December 16, 2002.

DOCUMENTS INCORPORATED BY REFERENCE

Part III hereof incorporates by reference portions of the proxy statement for the 2003 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days after September 30, 2002).

ARCHON CORPORATION AND SUBSIDIARIES
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
YEAR ENDED SEPTEMBER 30, 2002

TABLE OF CONTENTS

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PART I

Item 1. Business

General

        Archon Corporation, (the "Company" or "Archon"), is a publicly traded Nevada corporation. The Company's primary business operations are conducted through a wholly-owned subsidiary corporation, Pioneer Hotel Inc. ("PHI"), which operates the Pioneer Hotel & Gambling Hall (the "Pioneer") in Laughlin, Nevada under long-term lease and license arrangements. In addition, the Company owns real estate on Las Vegas Boulevard South (the "Strip") and at the corner of Rainbow and Lone Mountain Road, both in Las Vegas, Nevada, and also owns investment properties in Dorchester, Massachusetts and Gaithersburg, Maryland.

        Until October 2, 2000, the Company, through its wholly-owned subsidiary SFHI Inc., formerly known as Santa Fe Hotel, Inc. ("SFHI"), owned and operated the Santa Fe Hotel and Casino (the "Santa Fe"), located in Las Vegas, Nevada. On October 2, 2000, SFHI sold substantially all of its assets, including the rights to the name "Santa Fe Hotel and Casino," for $205.0 million (the "SFHI Asset Sale"). In connection with the sale, the Company, Paul W. Lowden, majority stockholder of the Company, and members of Mr. Lowden's family entered into a three year non-compete agreement, in which they agreed not to compete through October 2, 2003 within a three mile radius of the Santa Fe.

        On December 29, 2000, the Company entered into a series of agreements to exchange, pursuant to Sections 721 and 351 of the Internal Revenue Code of 1986, as amended (the "Code"), the real and personal property, excluding gaming equipment, and intangible assets used in the operations of the Pioneer to a third party and agreed to lease and license the assets sold for up to 20 years, during which period the Company will operate the Pioneer (collectively, the "Pioneer Transactions").

        In March 2001, SFHI completed the acquisition of investment properties in Dorchester, Massachusetts and Gaithersburg, Maryland for an aggregate purchase price of $145.0 million plus debt issuance costs of $3.2 million, consisting of $15.5 million in cash and the assumption or issuance of an aggregate of $132.7 million of non-recourse indebtedness. The acquisitions are intended to qualify as like-kind exchanges of real property under Section 1031 of the Code and to defer a portion of the federal corporate income tax resulting from the SFHI Asset Sale.

        In November 1999, Sahara Las Vegas Corporation, an indirect wholly-owned subsidiary of the Company ("SLVC"), sold real property located in Henderson, Nevada for $37.2 million. In connection with the sale, the Company, SLVC, SFHI, Paul W. Lowden and members of Mr. Lowden's family entered into non-compete agreements, in which they agreed not to compete through November 15, 2014 within a five-mile radius of two of the buyer's casinos located in the Henderson area.

        The principal executive office of the Company is located at 3993 Howard Hughes Parkway, Suite 630, Las Vegas, Nevada 89109 and the telephone number is (702) 732-9120.

Hotel and Casino Operations

The Pioneer

        The Pioneer, built in 1982, features a classical western architecture style, and is located in Laughlin, Nevada, an unincorporated town on the Colorado River bordering Arizona. The Pioneer is located on approximately 12 acres of land, with Colorado River frontage of approximately 770 feet, and is situated near the center of Laughlin's Casino Drive. The property is leased from a third party under a lease that expires in December 2020, subject to two five-year options to extend the term. The third party in turn leases approximately 6¹/2 acres of the 12 acres under a 99-year ground lease which, by its terms, is scheduled to terminate in December 2078. The leased land lies between and separates the remaining two parcels of land that are held in fee simple. The Pioneer is comprised of four buildings.

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One of the three motel buildings together with a portion of both the Pioneer's casino building and a second motel building are located on land subject to the Pioneer Ground Lease. The casino is located in the main building, totaling approximately 50,000 square feet of which approximately 21,500 square feet house the casino. The first floor includes the casino, two bars, snack bar and gift shop, as well as a twenty-four hour restaurant, kitchen, smoke shop, special events area, restrooms and storage areas. A partial second floor houses a gourmet restaurant, administrative offices and banquet rooms. The three motel buildings were built in 1984 and comprise approximately 66,000, 54,000 and 30,000 square feet, respectively. A total of 417 motel rooms are housed in the three buildings and improvements include a swimming pool and spa.

Revenues

        The primary source of revenues to the Company's hotel-casino operations is gaming, which represented 60.3%, 68.9% and 79.0% in 2002, 2001 and 2000, respectively, of total revenues. The Pioneer contributed 100% to total gaming revenues in fiscal 2002 and 2001 and approximately 35.6% in fiscal 2000. As of September 30, 2002 the Pioneer had 819 slot machines, nine blackjack tables ("21"), two craps tables, one roulette wheel and three other gaming tables. In addition, the Pioneer offers keno.

        The Pioneer targets primarily mature, out-of-town customers residing in Central Arizona and Southern California, retirees who reside in the Northeast and Midwest United States and Canada and travel to the Southwest United States during the winter months, and local residents who reside in Laughlin, Nevada, and in Bullhead City, Kingman and Lake Havasu, Arizona. The occupancy rate at the Pioneer was 75.0%, 74.0% and 74.3%, respectively, in fiscal years 2002, 2001 and 2000, respectively.

        The Pioneer attempts to attract and retain customers by offering slot and video poker machine payouts that compare favorably to the competition. A visible means used by the Pioneer to accomplish this marketing program is to offer what management believes to be a large number of quarter video poker machines with liberal theoretical pay out, compared to other casinos in Laughlin. The Pioneer periodically sponsors detailed product research of its competitors to categorize the number and type of video poker games by payouts and monitors changes in game products to assist it in developing competitive products.

        The Pioneer has a program it calls the "Bounty Hunter Round-Up Club" (the "Club") established to encourage repeat business from frequent and active slot and table game customers. A member of the Club accumulates points in the member's account for play on slot machines and table games that can be redeemed for free gifts, food and beverages and additional points redeemable for free play. Pioneer management also uses the Club membership list for direct mail marketing.

Management and Personnel

        At September 30, 2002, the Company employed 12 executive and administrative personnel and the Pioneer employed 625 persons.

Competition

        In addition to competing with the hotel-casinos in Laughlin, the Pioneer also competes with the hotel-casinos in Las Vegas and those situated on I-15 (the principal highway between Las Vegas and southern California) near the California-Nevada state line. In March 2000, California voters approved an amendment to the California constitution which permits compacts that allow the Native American tribes to operate as many as 115,000 slot machines in addition to banked card games and lotteries. Management believes that Native American casinos in Southern California, Arizona and New Mexico have had an adverse impact on the Laughlin market, including the Pioneer, by drawing visitors away from the market.

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Investment Properties

        The Company acquired investment properties in Dorchester, Massachusetts and Gaithersburg, Maryland in March 2001. The Dorchester, Massachusetts property is located on 12 acres and includes several buildings with approximately 425,000 square feet of commercial office space. The property was acquired for approximately $82.4 million plus $500,000 in debt issuance costs. The Company paid $5.6 million in cash and assumed $77.3 million in non-recourse debt associated with the property. The property is under a net lease through 2019 with a single tenant with an investment grade credit rating. Under the lease, the tenant is responsible for substantially all obligations related to the property.

        The property in Gaithersburg, Maryland is located on 55 acres and includes one building with approximately 342,000 square feet of commercial office space. The property was acquired for $62.6 million, plus debt issuance costs of $2.7 million. The Company paid $9.9 million in cash and issued $55.4 million in non-recourse first mortgage indebtedness. The building is located on approximately 20 acres of the property. The property is under a net lease through 2014 with a single tenant with an investment grade credit rating. Under the lease, the tenant is responsible for substantially all obligations related to the property.

        See also Item 2., "Properties."

Land Held for Development

        The Company owns, through SLVC, an approximately 27-acre parcel of real property on the Strip. In connection with the acquisition of the property, the Company assumed an operating lease under which a water theme park operates. The lease may be terminated at any time by the Company. A loan owed by the tenant to the former owner would have been payable by SLVC if it terminated the lease prior to December 31, 2004; however, that loan was paid in full by the tenant in July 2002.

        The Company owns, through SFHI, an approximately 20-acre parcel of real property located next to the Santa Fe at the intersection of Rainbow and Lone Mountain. The Company and SFHI have granted to the buyer of the SFHI assets an option to purchase the property for $5.0 million through October 2003.

        Any future development of these properties is subject to, among other things, the Company's ability to obtain necessary financing. The Company can give no assurance that it will obtain development financing or successfully develop the properties.

        See also Item 2., "Properties."

Nevada Regulations and Licensing

        The Company and PHI (collectively, the "Archon Group") are subject to extensive state and local regulation by the Nevada Gaming Commission (the "Commission"), the Nevada Gaming Control Board (the "Board") and in the case of PHI, the Clark County Liquor and Gaming Licensing Board (collectively the "Nevada Gaming Authorities").

        The laws, regulations and supervisory procedures of the Nevada Gaming Authorities seek (i) to prevent unsavory or unsuitable persons from having any direct or indirect involvement with gaming at any time or in any capacity, (ii) to establish and maintain responsible accounting practices and procedures, (iii) to maintain effective control over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing reliable record-keeping and making periodic reports to the Nevada Gaming Authorities, (iv) to prevent cheating and fraudulent practices and (v) to provide a source of state and local revenues through taxation and licensing fees. Changes in such laws, regulations and procedures could have an

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adverse effect on any or all of the members of the Archon Group. Management believes the Archon Group is in compliance with regulations promulgated by the Nevada Gaming Authorities.

        Licensing and Registration.    PHI holds Nevada State gaming licenses to operate the Pioneer. The Company has been approved by the Nevada Gaming Authorities to own, directly or indirectly, a beneficial interest in PHI.

        The licenses held by members of the Archon Group are not transferable. Each issuing agency may at any time revoke, suspend, condition, limit or restrict licenses or approvals to own a beneficial interest in PHI for any cause deemed reasonable by such agency. Any failure to retain a valid license or approval would have a material adverse effect on all members of the Archon Group.

        If it is determined that PHI or, when applicable, new members of the Archon Group, have violated the Nevada laws or regulations relating to gaming, PHI or, when applicable, new members of the Archon Group, could, under certain circumstances, be fined and the licenses of PHI or, when applicable, new members of the Archon Group, could also be limited, conditioned, revoked or suspended. A violation under any of the licenses held by the Company, or PHI or, when applicable, new members of the Archon Group, may be deemed a violation of all the other licenses held by the Company and PHI or, when applicable, new members of the Archon Group. If the Commission does petition for a supervisor to manage the affected casino and hotel facilities, the suspended or former licensees shall not receive any earnings of the gaming establishment until approved by the court, and after deductions for the costs of the supervisor's operation and expenses and amounts necessary to establish a reserve fund to facilitate continued operation in light of any pending litigation, disputed claims, taxes, fees and other contingencies known to the supervisor which may require payment. The supervisor is authorized to offer the gaming establishment for sale if requested by the suspended or former licensee, or without such a request after six months after the date the license was suspended, revoked or not renewed.

        Individual Licensing.    Certain stockholders, directors, officers and key employees of corporate gaming licensees must be licensed by the Nevada Gaming Authorities. An application for licensing of an individual may be denied for any cause deemed reasonable by the issuing agency. Changes in licensed positions must be reported to Nevada Gaming Authorities. In addition to its authority to deny an application for an individual license, the Nevada Gaming Authorities have jurisdiction to disapprove a change in corporate position. If the Nevada Gaming Authorities were to find any such person unsuitable for licensing or unsuitable to continue to have a relationship with a corporate licensee, such licensee would have to suspend, dismiss and sever all relationships with such person. Such corporate licensee would have similar obligations with regard to any person who refuses to file appropriate applications, who is denied licensing following the filing of an application or whose license is revoked. Each gaming employee must obtain a work permit which may be revoked upon the occurrence of certain specified events.

        Any individual who is found to have a material relationship or a material involvement with a gaming licensee may be investigated to be found suitable or to be licensed. The finding of suitability is comparable to licensing and requires submission of detailed financial information and a full investigation. Key employees, controlling persons or others who exercise significant influence upon the management or affairs of a gaming licensee may be deemed to have such a relationship or involvement.

        Beneficial owners of more than 10% of the voting securities of a corporation or partner interests of a partnership registered with the Nevada Gaming Authorities that is "publicly traded" (a "Registered Entity") must be found suitable by the Nevada Gaming Authorities, and any person who acquires more than 5% of the voting securities or partner interests, as the case may be, of a Registered Entity must report the acquisition to the Nevada Gaming Authorities in a filing similar to the beneficial ownership filings required by the Federal securities laws. Under certain circumstances an institutional investor, as such term is defined in the Gaming Control Act and the regulations of the Commission

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and Board (collectively, the "Nevada Gaming Regulations"), that acquires more than 10% of the Company's voting securities may apply to the Commission for a waiver of such finding of suitability requirement. If the stockholder who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners. Any beneficial owner of equity or debt securities of a Registered Entity (whether or not a controlling stockholder) may be required to be found suitable if the relevant Nevada Gaming Authorities have reason to believe that such ownership would be inconsistent with the declared policy of the State of Nevada. If the beneficial owner who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information, including a list of its securities.

        In addition, the Clark County Liquor and Gaming Licensing Board has taken the position that it has the authority to approve all persons owning or controlling more than 2% of the stock or partner interests of a Registered Entity, including a gaming licensee or otherwise, or of any corporation, partnership or person controlling such an entity. The applicant is required to pay all costs of investigation.

        Any stockholder found unsuitable and who beneficially owns, directly or indirectly, any securities or partner interests of a Registered Entity beyond such period of time as may be prescribed by the Nevada Gaming Authorities may be guilty of a gross misdemeanor. Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so may be found unsuitable. A Registered Entity is subject to disciplinary action if, after it receives notice that a person is unsuitable to be a security holder or partner, as the case may be, or to have any other relationship with it, such Registered Entity (a) pays the unsuitable person any dividends or property upon any voting securities or partner interests or makes any payments or distributions of any kind whatsoever to such person, (b) recognizes the exercise, directly or indirectly, of any voting rights in its securities or partner interests by the unsuitable person, (c) pays the unsuitable person any remuneration in any form for services rendered or otherwise, except in certain and specific circumstances or (d) fails to pursue all lawful efforts to require the unsuitable person to divest himself of his voting securities, including, if necessary, the immediate purchase of the voting securities for cash at fair market value.

        Registered Entities must maintain current stock ledgers in the State of Nevada that may be examined by the Nevada Gaming Authorities at any time. If any securities or partner interests are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make such disclosure may be grounds for finding the record owner unsuitable. Record owners are required to conform to all applicable rules and regulations of the Nevada Gaming Authorities. Licensees also are required to render maximum assistance in determining the identity of a beneficial owner.

        The Nevada Gaming Authorities have the power to require that certificates representing voting securities of a corporate licensee bear a legend to the effect that such voting securities or partner interests are subject to the Nevada Gaming Regulations. The Nevada Gaming Authorities, through the power to regulate licensees, have the power to impose additional restrictions on the holders of such voting securities at any time.

        Financial Responsibility.    The Company and PHI are required to submit detailed financial and operating reports to the Nevada Gaming Authorities. Substantially all loans, leases, sales of securities and other financial transactions entered into by the Company or PHI must be reported to and, in some cases, approved by the Nevada Gaming Authorities.

        Certain Transactions.    None of the Archon Group may make a public offering of its securities without the approval of the Commission if the proceeds therefrom are intended to be used to construct, acquire or finance gaming facilities in Nevada, or retire or extend obligations incurred for such purposes. Such approval, if given, will not constitute a recommendation or approval of the

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investment merits of the securities offered. Any public offering requires the approval of the Commission.

        Changes in control of the Company through merger, consolidation, acquisition of assets, management or consulting agreements or any form of takeover cannot occur without the prior investigation of the Board and approval of the Commission. The Commission may require controlling stockholders, partners, officers, directors and other persons who have a material relationship or involvement in the transaction to be licensed.

        The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and other corporate defense tactics that affect corporate gaming licensees in Nevada, and corporations whose securities are publicly traded that are affiliated with those operations, may be injurious to stable and productive corporate gaming. The Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Nevada's gaming industry and to further Nevada's policy to (i) assure the financial stability of corporate or partnership gaming operators and their affiliates; (ii) preserve the beneficial aspects of conducting business in the corporate form; and (iii) promote a neutral environment for the orderly governance of corporate or partnership affairs. Approvals are, in certain circumstances, required from the Commission before the Company can make exceptional repurchases of voting securities above the current market price thereof (commonly referred to as "greenmail") and before an acquisition opposed by management can be consummated. Nevada's gaming regulations also require prior approval by the Commission if the Company were to adopt a plan of recapitalization proposed by the Company's Board of Directors in opposition to a tender offer made directly to the stockholders for the purpose of acquiring control of the Company.

        Miscellaneous.    The Company and its Nevada-based affiliates, including subsidiaries, may engage in gaming activities outside the State of Nevada without seeking the approval of the Authorities provided that such activities are lawful in the jurisdiction where they are to be conducted and that certain information regarding the foreign operation is provided to the Board on a periodic basis. The Company and its Nevada-based affiliates may be disciplined by the Commission if any of them violates any laws of the foreign jurisdiction pertaining to the foreign gaming operation, fails to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engages in activities that are harmful to the State of Nevada or its ability to collect gaming taxes and fees, or employs a person in the foreign operation who had been denied a license or finding of suitability in Nevada on the ground of personal unsuitability.

        License fees and taxes, computed in various ways depending on the type of gaming involved, are payable to the State of Nevada and to the counties and cities in which the Company and PHI conduct their respective operations. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon: (i) a percentage of the gross gaming revenues received by the casino operation; (ii) the number of slot machines operated by the casino; or (iii) the number of table games operated by the casino. A casino entertainment tax is also paid by the licensee where entertainment is furnished in connection with the selling of food or refreshments.

        Finally, the Nevada Gaming Authorities may require that lenders to licensees be investigated to determine if they are suitable and, if found unsuitable, may require that they dispose of their loans.

Item 2. Properties

        The Pioneer is located on approximately 12 acres of land, with Colorado River frontage of approximately 770 feet, and is situated near the center of Laughlin's Casino Drive. The Company leases the Pioneer under a lease that expires in December 2020, subject to two five-year options to extend the term. Rental payments are $285,000 per month through December 2003, and will increase to

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$339,000 per month in 2004, and thereafter at 3% per year through December 2007. See Item 1., "Business—Hotel and Casino Operations," for more detailed information regarding the Pioneer.

        The Company's investment property in Dorchester, Massachusetts is located on 12 acres and includes several buildings with approximately 425,000 square feet of commercial office space. The property was acquired for approximately $82.4 million plus $500,000 in debt issuance costs. The Company paid $5.6 million in cash and assumed $77.3 million in non-recourse debt associated with the property. The property is under a net lease through 2019 with a single tenant with an investment grade credit rating. Under the lease, the tenant is responsible for substantially all obligations related to the property.

        The Company's investment property in Gaithersburg, Maryland is located on 55 acres and includes one building with approximately 342,000 square feet of commercial office space. The property was acquired for $62.6 million, plus debt issuance costs of $2.7 million. The Company paid $9.9 million in cash and issued $55.4 million in non-recourse first mortgage indebtedness. The building is located on approximately 20 acres of the property. The property is under a net lease through 2014 with a single tenant with an investment grade credit rating. Under the lease, the tenant is responsible for substantially all obligations related to the property.

        The Company owns approximately 27 acres of real property located on the Strip. The property is subject to a ground lease, which the Company may terminate at any time. A loan owed by the tenant to the former owner would have been payable by SLVC if it terminated the lease prior to December 31, 2004; however, that loan was paid in full by the tenant in July 2002.

        SFHI owns the approximate 20-acre parcel of undeveloped real property located on the corner of Rainbow and Lone Mountain Road. The Company and SFHI have granted to the buyer of the SFHI assets an option to purchase the property for $5.0 million through October 2003.

Item 3. Legal Proceedings

Poulos v. Caesar's World, Inc., et al. and Ahern v. Caesar's World, Inc., et al.

        The Company is a defendant in a class action lawsuit originally filed in the United States District Court of Florida, Orlando Division, entitled Poulos v. Caesar's World, Inc., et al., Ahern v. Caesar's World, Inc., et al. and Schrier v. Caesar's World, Inc., et al.. along with a fourth action against cruise ship gaming operators and which have been consolidated in a single action now pending in the United States District Court, District of Nevada (the "Court"). Also named as defendants in these actions are many of the largest gaming companies in the United States and certain gaming equipment manufacturers. Each complaint is identical in its material allegations. The actions allege that the defendants have engaged in fraudulent and misleading conduct by inducing people to play video poker machines and electronic slot machines based on false beliefs concerning how the machines operate and the extent to which there is actually an opportunity to win on a given play. The complaints allege that the defendants' acts constitute violations of the Racketeer Influenced and Corrupt Organizations Act and also give rise to claims for common law fraud and unjust enrichment, and seek compensatory, special consequential, incidental and punitive damages of several billion dollars.

        In response to the complaints, all of the defendants, including the Company, filed motions attacking the pleadings for failure to state a claim, seeking to dismiss the complaints for lack of personal jurisdiction and venue. As a result of those motions, the Court has required the Plaintiffs in the four consolidated cases to file a single consolidated amended complaint. Subsequent to Plaintiffs' filing of their consolidated amended complaint, the defendants refiled numerous motions attacking the amended complaint upon many of the bases as the prior motions. The Court heard the arguments on those motions and ultimately denied the motions. Plaintiffs then filed their motion to certify a class. Defendants vigorously opposed the motion. On June 26, 2002, the court denied the motion to certify

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the class. Plaintiffs then sought discretionary review by the Ninth Circuit of the order denying class certification. On August 15, 2002, the Ninth Circuit granted review. The Plaintiffs have not yet filed their briefs, and the Ninth Circuit has been conducting a mediation to attempt to resolve the case.

Local Joint Executive Board et al. v. Archon Corporation et al.

        The Company is the defendant in a pending action titled Local Joint Executive Board et al. v. Santa Fe Gaming Corporation et al., No. CV-S-01-0233-RLH. The plaintiffs instituted the action on or about February 28, 2001 in the United States District Court for the District of Nevada, alleging that the Company violated the Worker Adjustment Retraining and Notification Act, ("WARN Act"), by improperly providing notification of the closing of the Santa Fe. The plaintiffs seek damages in the amount provided for by the statute. The plaintiffs filed a motion for class certification, and the Company stipulated to the certification. On October 12, 2001, Archon filed a motion for summary judgment to dismiss the complaint in its entirety. Plaintiffs filed a memorandum in opposition to defendant's motion for summary judgment, as well as a counter-motion for summary judgment alleging the WARN Act notices sent by Archon were invalid. On February 1, 2002 a hearing was held on the motions and the court denied both the plaintiffs' and Archon's motions for summary judgment. However, the court subsequently narrowed the scope of the case, and set the case for trial to commence October 21, 2002. On October 1, 2002, the parties participated in a settlement conference with the Magistrate Judge assigned to the case. A settlement was reached whereby the Company agreed to pay the plaintiffs the total lump sum of $202,000 in exchange for a dismissal of the lawsuit with prejudice and a full release of all claims relating to the closure of the Santa Fe Hotel & Casino. The class action settlement was approved by the court on October 24, 2002. The Company accrued the settlement payment in September 2002 and made the payment in December 2002.

        In addition, the Company is subject to various lawsuits relating to routine matters incidental to its business. The Company does not believe that the outcome of such litigation, in the aggregate, will have a material adverse effect on the Company.

Item 4. Submission of Matters to a Vote of Security Holders

        There were no matters submitted to a vote of the Company's security holders during the fourth quarter of fiscal 2002. Subsequent to the end of fiscal 2002, Paul W. Lowden, President and Chief Executive Officer of the Company, acting in his capacity as the holder of more than two-thirds of the outstanding common stock, voted to remove Thomas K. Land as a director of the Company. The removal was effective as of November 27, 2002.

PART II

Item 5. Market for the Registrant's Common Stock and Related Security Holders Matters

        The Company's Common Stock is traded on the Over the Counter Bulletin Board (the "OTCBB") under the symbol "ARHN".

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        The closing sales price of the Common Stock on December 16, 2002 was $2.15 per share. The tables below set forth the high and low sales prices by quarter for the fiscal years ended September 30, 2002 and 2001 for the Common Stock, as reported by the OTCBB.

        The Company has never paid cash dividends on its Common Stock, nor does it anticipate paying such dividends in the foreseeable future. There were approximately 735 common stockholders of record as of December 16, 2002.

Item 6. Selected Financial Data

        The table below sets forth a summary of selected financial data of the Company for the years ended September 30, 2002, 2001, 2000, 1999 and 1998:

(1)

Net operating revenues for fiscal years 1998 through 2000 represent primarily the operations at the Santa Fe and Pioneer. Net operating revenues for fiscal years 2001 and 2002 represent primarily operations at the Pioneer and revenues from investment properties.

(2)

Fiscal 2001 results include a $137.2 million gain relating to the SFHI asset sale and a $3.4 million gain from litigation settlement. Fiscal 2000 results include a $12.1 million gain relating to the sale of real property, among other items, located in Henderson, Nevada, a $2.8 million gain on the retirement of debt, and a $11.0 million tax benefit related to the release of a valuation reserve. Results for fiscal 1998 include a $44.0 million impairment loss to adjust to fair market value the carrying value of the Pioneer fixed and intangible assets.

(3)

The Company has not declared dividends on its preferred stock since fiscal 1996. Accrued dividends of approximately $1.6 million, $2.0 million, $2.3 million, $2.1 million and $1.5 million for fiscal 2002, 2001, 2000, 1999 and 1998, respectively, have been recorded as an increase to the preferred stock account. Since October 17, 2001, the Company has repurchased and retired 321,989 shares of redeemable preferred stock.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates

        Management's Discussion and Analysis of Financial Condition and Results of Operations discusses Archon's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to customer incentives, bad debts, inventories, investments, long-lived assets, estimated liabilities for slot club bonus point programs, income taxes, contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

        Management believes the following critical accounting policy, among others, affects its more significant judgments and estimates used in the preparation of its consolidated financial statements:

Results of Operations—Fiscal 2002 Compared to Fiscal 2001

Consolidated

        Net Operating Revenues.    Consolidated net operating revenues for the year ended September 30, 2002 were $48.8 million, an $0.8 million, or 1.6%, increase from $48.0 million for the same period in fiscal 2001. The year ended September 30, 2002 included revenues of $35.5 million at the Pioneer Hotel and Gambling Hall (the "Pioneer") and rental income of $12.4 million from investment properties. The year ended September 30, 2001 included revenues of $40.0 million at the Pioneer and rental income of $7.2 million from investment properties. Revenues decreased by $4.5 million in fiscal 2002 at the Pioneer. Revenues from investment properties increased by $5.2 million. The investment properties were purchased in March 2001 and, therefore, the fiscal 2001 year had only seven months of results.

        In fiscal 2002, 72.7% of the Company's net revenues were derived from the Pioneer and 25.4% from investment properties. The Company's business strategy at the Pioneer emphasizes slot and video poker machine play. For fiscal 2002, 82.9% of the Pioneer's net revenues were derived from casino operations. Approximately 86.6% of gaming revenues at the Pioneer was derived from slot and video poker machines, while 11.6% of such revenues was from table games and 1.8% was from other gaming activities such as keno.

        Operating Expenses.    Total operating expenses decreased $1.5 million, or 3.5%, to $42.5 million for the year ended September 30, 2002 from $44.0 million in the year ended September 30, 2001. Total operating expenses as a percentage of revenue decreased to 87.1% in the year ended September 30, 2002 from 91.7% in the year ended September 30, 2001. Operating expenses at the Pioneer decreased by $3.3 million, or 8.6%. Operating expenses from the investment properties increased $2.0 million, due to the fact that the properties were owned for only a portion of fiscal 2001. Operating expenses of the Company other than the Pioneer and the investment properties decreased $200,000.

        Operating Income.    Consolidated operating income for the year ended September 30, 2002 was $6.3 million, a $2.3 million, or 58.2%, increase from $4.0 million for the same period in fiscal 2001. Operating income decreased by $1.2 million at the Pioneer. Operating income from the investment properties increased $3.2 million, related to the fact that the properties were owned for the entire fiscal

10

year. Operating loss of the Company other than the Pioneer and the investment properties improved by $300,000, due to the decrease in operating expenses.

        Interest Expense.    Consolidated interest expense for the year ended September 30, 2002 was $16.4 million, a $5.3 million increase compared to $11.1 million in fiscal 2001. The increase is due to interest expense related to $132.7 million of non-recourse debt incurred and assumed in the second quarter of fiscal 2001 in connection with the acquisition of the investment properties, as well as the interest expense component of the $33.5 million obligation under lease incurred on December 29, 2000 in connection with the Pioneer sale/leaseback transactions.

        Interest Income.    Consolidated interest income for the 2002 fiscal year was $1.3 million, a decrease of $700,000, or 36.2% from $2.0 million in the 2001 fiscal year due to a decrease in cash and cash equivalents available for investment and lower returns on investment.

        Income (Loss) Before Income Tax.    Consolidated loss before income tax for the year ended September 30, 2002 was $8.8 million compared to consolidated income before income tax of $135.5 million in the prior year. The prior year included a gain of $137.2 million on sale of the Santa Fe assets and a $3.4 million net gain from a litigation settlement. The loss increased at the Pioneer by $1.7 million to $4.5 million. Loss from the investment properties increased by $1.3 million to $3.1 million due to increased depreciation and interest expense, partially offset by increased revenues.

        Federal Income Tax.    The Company recorded a federal income tax provision of $46.3 million in the prior year. The Company recorded a $1.1 million tax benefit in fiscal 2002 to reflect the net effects of temporary differences between the carrying amounts of assets and liabilities and the operating loss and tax credit carryforwards.

        Preferred Share Dividends.    Dividends of approximately $1.6 million and $2.0 million for fiscal 2002 and 2001, respectively, accrued on the preferred stock. The accrued dividend rate increases 50 basis points at each semi-annual dividend payment date, subject to a maximum of 16.0%, and is 15.0% as of October 1, 2002. Dividends for the twelve months ended September 30, 2002 and 2001 are reported net of shares of preferred stock acquired and retired by the Company.

        Net Income (Loss).    Consolidated net loss applicable to common shares was $9.3 million, or $1.50 per common share, in the 2002 year compared to net income applicable to common shares of $87.2 million, or $14.11 per common share, in the prior year.

Pioneer

        Net Operating Revenues.    Revenues at the Pioneer decreased $4.5 million, or 11.4%, to $35.5 million in fiscal 2002 from $40.0 million in fiscal 2001. The decline in revenues at the Pioneer is consistent with a continuing general decline in the Laughlin market, which management believes is due primarily to expansion of Native American gaming facilities in Southern California, Arizona and New Mexico.

        Casino revenues decreased $3.7 million, or 11.1%, to $29.4 million in fiscal 2002 from $33.1 million in fiscal 2001. Slot and video poker revenues decreased $3.5 million, or 12.1%, to $25.5 million in fiscal 2002 from $29.0 million in fiscal 2001. Other gaming revenues, including table games, decreased $200,000, or 3.7%, due primarily to decreased table game win of $200,000, or 6.0%. Casino promotional allowances decreased approximately $1.1 million, or 13.3%, to $6.7 million in fiscal 2002 from $7.8 million in fiscal 2001.

        Hotel revenues increased $100,000, or 3.9% to $2.7 million in fiscal 2002 from $2.6 million in fiscal 2001. Occupancy rate increased to 75.0% from 74.0% and the average daily room rate increased by 0.3%. Food and beverage revenues decreased $700,000, or 7.7%, to $7.8 million in fiscal 2002 from

11

$8.5 million in fiscal 2001 primarily due to a decline in the number of casino patrons. Other revenues decreased $1.4 million, or 37.2%, to $2.3 million in fiscal 2002 from $3.7 million in fiscal 2001 due to decreased sales in retail outlets as a result of competition from retail establishments in other casinos.

        Operating Expenses.    Operating expenses decreased $3.3 million, or 8.6%, to $35.2 million in fiscal 2002 from $38.5 million in fiscal 2001, but operating expenses as a percentage of revenues increased to 99.3% in fiscal 2002 from 96.3% in fiscal 2001.

        Casino expenses decreased $1.4 million, or 8.1%, to $16.0 million in fiscal 2002 from $17.4 million in fiscal 2001, primarily related to the decrease in casino promotional allowances. Casino expenses as a percentage of casino revenues increased to 54.3% in the year ended September 30, 2002 from 52.6% in the year ended September 30, 2001. Hotel expenses were unchanged at $800,000 in the 2002 and 2001 years. Food and beverage expenses decreased $300,000, or 8.0%, to $4.1 million from $4.4 million, related to the decrease in food and beverage revenues. Food and beverage expenses as a percentage of food and beverage revenues decreased to 52.1% in the 2002 period from 52.4% in the 2001 period. Other expenses decreased $1.4 million, or 42.0%, to $2.0 million for fiscal 2002 compared to $3.4 million for fiscal 2001. The decrease is related to the lower volume of retail sales. Other expenses as a percentage of other revenues decreased to 85.2% in the 2002 period from 92.4% in the 2001 period.

        Selling, general and administrative expenses decreased $100,000, or 1.5%, to $5.4 million in fiscal 2002 compared to $5.5 million in fiscal 2001. Selling, general and administrative expenses as a percentage of revenues increased to 15.4% in fiscal 2002 from 13.8% in fiscal 2001. Utilities and property expenses were unchanged at $4.9 million. Utilities and property expenses as a percentage of revenues increased to 13.9% in fiscal 2002 from 12.3% in fiscal 2001. Depreciation and amortization expenses decreased $100,000 or 3.6% to $2.0 million in fiscal 2002 from $2.1 million in fiscal 2001. The Company sold certain gaming equipment on December 29, 2000 and repurchased the gaming equipment in May 2002. Depreciation and amortization expense decreased during the period from January 2001 to May 2002.

        Interest Expense.    Interest expense increased $400,000, or 8.9%, to $4.8 million in fiscal 2002 from $4.4 million in fiscal 2001 due to the interest expense component of the $33.5 million obligation under lease incurred on December 29, 2000 in connection with the Pioneer sale/leaseback transactions.

Results of Operations—Fiscal 2001 Compared to Fiscal 2000

Consolidated

        Net Operating Revenues.    Consolidated net operating revenues for the year ended September 30, 2001 were $48.0 million, an $80.6 million, or 62.7%, decrease from $128.6 million for the same period in fiscal 2000. The year ended September 30, 2000 included net revenues of approximately $83.4 million at the Santa Fe Hotel and Casino (the "Santa Fe"), which was sold on October 2, 2000. The year ended September 30, 2001 included revenues of $40.0 million at the Pioneer and rental income of $7.2 million from the investment properties, which were purchased in the fiscal year ended September 30, 2001. Revenues decreased by $4.6 million in fiscal 2001 at the Pioneer.

        In fiscal 2001, 83.4% of the Company's net revenues were derived from the Pioneer and 15.0% from the investment properties. The Company's business strategy at the Pioneer emphasizes slot and video poker machine play. For fiscal 2001, 82.7% of the Pioneer's net revenues were derived from casino operations. Approximately 87.6% of gaming revenues at the Pioneer was derived from slot and video poker machines, while 10.9% of such revenues was from table games and 1.4% was from other gaming activities such as keno.

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        Operating Expenses.    Total operating expenses decreased $73.2 million, or 62.4%, to $44.0 million for the year ended September 30, 2001 from $117.2 million in the year ended September 30, 2000. Total operating expenses as a percentage of revenue increased to 91.7% in the year ended September 30, 2001 from 91.2% in the year ended September 30, 2000. The year ended September 30, 2000 included operating expenses of approximately $72.4 million at the Santa Fe. Operating expenses at the Pioneer, excluding reorganization expenses of $3.4 million in fiscal 2000, decreased by $1.1 million, or 2.8%. Operating expenses of Sahara Las Vegas Corp. ("SLVC") decreased by $700,000, attributable to loan issue costs being fully amortized by December 1999. The investment properties had $1.7 million in operating expenses in fiscal 2001.

        Operating Income.    Consolidated operating income for the year ended September 30, 2001 was $4.0 million, a $7.3 million, or 65.0%, decrease from $11.3 million for the same period in fiscal 2000. The year ended September 30, 2000 included operating income of approximately $11.0 million at the Santa Fe. Operating income decreased by $3.5 million at the Pioneer, excluding reorganization expenses in fiscal 2000, and increased $500,000 at SLVC. Operating income from the investment properties was $5.5 million in fiscal 2001.

        Interest Expense.    Consolidated interest expense for the year ended September 30, 2001 was $11.1 million, an $11.0 million decrease compared to $22.2 million in fiscal 2000, due to the repayment of substantially all of the Company's then outstanding debt in October 2000, offset by $3.3 million related to obligations under lease at the Pioneer and interest expense from the investment properties of $7.3 million.

        Interest Income.    Consolidated interest income for the 2001 fiscal year was $2.0 million compared to $500,000 in the 2000 fiscal year. Due to the sale of the Santa Fe, the Company had increased cash and cash equivalents and investments which contributed to the increase in interest income.

        Gain on Sale of Assets.    The Company recorded a $137.2 million gain on the sale of substantially all of the assets of SFHI, Inc., formerly known as Santa Fe Hotel, Inc. ("SFHI") in the quarter ended December 31, 2000. The Company recorded a $12.1 million gain on the sale of real property in Henderson, Nevada and related agreements in the quarter ended December 31, 1999.

        Litigation Settlement, net.    The Company recorded an approximate $3.4 million net gain from litigation settlements in fiscal 2001.

        Other Expenses.    During fiscal year 2000, the Company reported a charge to earnings of approximately $350,000 associated with costs and expenses of a proposed offering of debt securities which was not consummated.

        Income Before Income Tax.    Consolidated income before income tax for the year ended September 30, 2001 was $135.5 million, a $131.2 million improvement compared to $4.3 million in the prior year, principally due to the gain on sale of the Santa Fe assets. Income before income tax at SLVC was $100,000, compared to $11.1 million in 2000, which included the $12.1 million gain on the sale of assets. Excluding reorganization costs in fiscal 2000, loss increased at the Pioneer by $1.4 million to $2.8 million. Loss from the investment properties was $1.8 million.

        Federal Income Tax.    The Company recorded a federal income tax provision of $46.3 million in fiscal 2001. The Company recorded a goodwill reserve in fiscal 2001. The valuation allowance was reversed with respect to the fiscal 2000 period due to the sale of substantially all of the assets of SFHI in October 2000 resulting in a federal income tax benefit of $10.9 million.

        Preferred Share Dividends.    Dividends of approximately $2.0 million and $2.3 million for fiscal 2001 and 2000, respectively, accrued on the preferred stock. The accrued dividend rate increases 50 basis points at each semi-annual dividend payment date, subject to a maximum of 16.0%. Dividends for the

13

twelve months ended September 30, 2001 are reported net of shares of preferred stock acquired and retired by the Company.

        Net Income.    Consolidated net income applicable to common shares was $87.2 million, or $14.11 per common share, in the 2001 period compared to $12.8 million, or $2.07 per common share, in the prior year period.

Pioneer

        Net Operating Revenues.    Revenues at the Pioneer decreased $4.6 million, or 10.3%, to $40.0 million in fiscal 2001 from $44.6 million in fiscal 2000. The decline in revenues at the Pioneer is consistent with a continuing general decline in the Laughlin market, which management believes is due primarily to expansion of Native American gaming facilities in Southern California.

        Casino revenues decreased $3.1 million, or 8.6%, to $33.1 million in fiscal 2001 from $36.2 million in fiscal 2000. Slot and video poker revenues decreased $2.6 million, or 8.1%, to $29.0 million in fiscal 2001 from $31.6 million in fiscal 2000. Other gaming revenues, including table games, decreased $500,000, or 11.8%, due primarily to decreased table game win of $600,000, or 13.7%. Casino promotional allowances increased $100,000, or 0.7%, to $7.8 million in fiscal 2001 from $7.7 million in fiscal 2000.

        Hotel revenues were relatively unchanged at $2.6 million in fiscal 2001 and 2000. Occupancy rate decreased to 74.0% from 74.3% and the average daily room rate decreased by 0.3%. Food and beverage revenues decreased $100,000, or 1.0%, to $8.5 million in fiscal 2001 from $8.6 million in fiscal 2000 primarily due to a decline in the number of casino patrons. Other revenues decreased $1.3 million, or 25.9%, to $3.7 million in fiscal 2001 from $4.9 million in fiscal 2000 due to decreased sales in retail outlets, caused by increased competition from retail establishments in other casinos.

        Operating Expenses.    Excluding reorganization expenses of $3.4 million in fiscal 2000, operating expenses decreased $1.1 million, or 2.8%, to $38.5 million in fiscal 2001 from $39.6 million in fiscal 2000 and operating expenses as a percentage of revenue increased to 96.3% in fiscal 2001 from 88.9% in fiscal 2000.

        Casino expenses increased $100,000, or 0.8%, to $17.4 million in fiscal 2001 from $17.3 million in fiscal 2000 due to an increase in labor costs. Casino expenses as a percentage of casino revenues increased to 52.6% in the year ended September 30, 2001 from 47.7% in the year ended September 30, 2000. Hotel expenses were unchanged at $800,000 in the 2001 and 2000 years. Food and beverage expenses decreased $300,000, or 6.1%, to $4.4 million in fiscal 2001, primarily due to decreased costs of sales and decreased supplies expense. Food and beverage expenses as a percentage of food and beverage revenues decreased to 52.4% in the 2001 period from 55.2% in the 2000 period. Other expenses decreased $1.3 million, or 27.0% to $3.4 million for fiscal 2001 compared to $4.6 million for fiscal 2000 related to the decrease in retail sales. Other expenses as a percentage of other revenues decreased to 92.4% in the 2001 period from 93.8% in the 2000 period.

        Selling, general and administrative expenses were relatively unchanged at $5.5 million in fiscal 2001 and 2000. Selling, general and administrative expenses as a percentage of revenues increased to 13.8% in fiscal 2001 from 12.3% in fiscal 2000. Utilities and property expenses increased $700,000, or 17.9%, to $4.9 million in fiscal 2001 compared to $4.2 million in fiscal 2000 primarily due to rent expense increase of $600,000 associated with the lease of gaming equipment. Utilities and property expenses as a percentage of revenues increased to 12.3% in fiscal 2001 from 9.4% in fiscal 2000. Depreciation and amortization expenses decreased $400,000 or 17.1% to $2.1 million in fiscal 2001 from $2.5 million in fiscal 2000, due to the sale of gaming equipment. During fiscal 2000, PHI incurred approximately $3.4 million in reorganization expenses related to the restructuring of 13¹/2% First Mortgage Notes issued by Pioneer Finance Corp. (the "13¹/2% Notes").

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        Interest Expense.    Interest expense decreased $2.1 million, or 32.4%, to $4.4 million in fiscal 2001 from $6.5 million in fiscal 2000 due to the repayment of the 13¹/2% Notes during the 2000 period, offset by $3.3 million related to obligations under lease and $1.0 million of intercompany interest.

Liquidity and Capital Resources; Trends and Factors Relevant to Future Operations

        Contractual Obligations and Commitments:    The following table summarizes the Company's fiscal year contractual obligations and commitments as of September 30, 2002:

        Our ability to service our contractual obligations and commitments will be dependent on the future performance of the Pioneer, which will be affected by, among other things, prevailing economic conditions and financial, business and other factors, including competitive pressure from the expansion of Native American gaming facilities in the southwest United States, certain of which are beyond our control. In addition, we will be dependent on the continued ability of the tenants in the investment properties in Gaithersburg, Maryland and Dorchester, Massachusetts to make payments pursuant to the leases with the Company. The payments under the leases are contractually committed to be used to make payments on the Company's non-recourse debt obligations related to the properties.

        Liquidity.    As of September 30, 2002, the Company held cash and cash equivalents of $8.6 million compared to $16.2 million at September 30, 2001. In addition, the Company had $12.2 million in investment in marketable securities at September 30, 2002 compared to $9.8 million at September 30, 2001. Management believes that the Company will have sufficient available cash and cash resources to meet its cash requirements through the twelve month period ending September 30, 2003.

        Cash Flows from Operating Activities.    The Company's cash provided by operations was $1.6 million for the year ended September 30, 2002 as compared to cash used in operations of $200,000 in the prior year. The primary changes were due to the decrease in Accounts receivable, net of $166,000 in 2002 compared to a decrease of $2.1 million in 2001, an increase in Accounts payable of $923,000 in 2002 compared to a decrease of $1.4 million in 2001, and an increase in Accrued and other liabilities of $4.0 million in 2002 compared to an increase of $163,000 in 2001.

        Cash Flows from Investing Activities.    Cash used in investing activities was $3.9 million during the year ended September 30, 2002, compared to cash provided by investing activities of $109.7 million during the year ended September 30, 2001. In the current year, the Company invested $2.1 million, net, in marketable securities and made $4.4 million in capital expenditures. These capital expenditures were

15

funded in part by the use of cash in the amount of $2.5 million, net of interest income, from the restricted cash accounts. Cash provided by investing activities in the prior year included proceeds received in October 2000 from the sale of substantially all of the Santa Fe assets for total consideration of $205.0 million. In the prior year, $67.7 million was used in the acquisition of the investment properties and $9.7 million was invested in marketable securities. In December 2000, pursuant to contractual obligations entered into in connection with the December 2000 sale/leaseback of the Pioneer (the "Pioneer Transactions"), $15.0 million of cash was restricted in use. Of the restricted funds, $3.3 million had been used for the purchase of gaming equipment and capital expenditures as of September 30, 2002. See "Pioneer Transactions."

        Cash Used in Financing Activities.    Cash used in financing activities was $5.3 million in the year ended September 30, 2002 compared to $100.3 million during fiscal 2001. In the current year, the Company repaid $5.1 million of non-recourse long-term debt. In the prior year, the Company used approximately $175.2 million of the proceeds from the sale of substantially all of the Santa Fe assets to retire substantially all of the Company's then-outstanding debt. This use was offset in part by (i) cash proceeds of $32.5 million from the creation of the obligation under lease attributable to the Pioneer Transactions in December 2000, and (ii) the issuance in March 2001 of $55.4 million of non-recourse first mortgage indebtedness in connection with the acquisition of an investment property. The Company incurred an aggregate $3.2 million of costs in conjunction with issuing the $55.4 million of non-recourse debt and assuming $77.3 million principal amount of non-recourse debt in connection with the acquisition of another investment property. In addition, the Company used $5.9 million in connection with the settlement of litigation with a former director, which included the acquisition by the Company of shares of its common and preferred stock.

        The Company's primary source of cash is from Pioneer's operations and from interest income on available cash and cash equivalents and investments in marketable securities. However, the ability of PHI to make distributions is restricted, as described below. See "Pioneer Transactions." Rental income from the Company's two investment properties is contractually committed to reducing the non-recourse indebtedness issued or assumed in conjunction with the acquisition of the investment properties. Under the two leases, the tenants are responsible for substantially all obligations related to the property. SLVC, an indirect wholly-owned subsidiary of the Company, owns an approximately 27-acre parcel of real property on Las Vegas Boulevard South which is subject to a lease with a water theme park operator. SLVC generates minimal cash from the lease after payment of property costs. The lease may be terminated at any time by SLVC. A loan owed by the tenant to the former owner would have been payable by SLVC if it terminated the lease prior to December 31, 2004; however, that loan was paid in full by the tenant in July 2002.

        Earnings before interest expense, taxes, depreciation and amortization ("EBITDA") increased $3.5 million, or 34.4%, to $13.6 million in the year ended September 30, 2002 from $10.1 million in the year ended September 30, 2001. EBITDA should not be construed as a substitute for operating income or a better indicator of liquidity than cash flow from operating, investing and financing activities, which are determined in accordance with generally accepted accounting principles ("GAAP"), and it is included herein to provide additional information with respect to the ability of the Company to meet its future debt service, capital expenditure and working capital requirements. The Company's definition of EBITDA may not be the same as that of similarly captioned measures used by other companies.

        The Company's primary use of cash, excluding operations at the Pioneer, is for selling, general and administrative expenses of the Company and its subsidiaries, including lease costs relating to corporate offices and costs to evaluate development opportunities. The agreements relating to the Pioneer Transactions restrict the ability of PHI to make distributions to the Company and, under certain circumstances, to pay management fees to the Company. Cash from PHI is not currently, and is not expected in the foreseeable future to be, available for distribution to the Company. Additionally, the Company has been and will be required to make capital contributions to PHI and, in certain

16

circumstances, cash payments to the restricted cash accounts if the ratio of fixed charges to operating cash flow at the Pioneer is not maintained at 1.00 to 1.00. See "Pioneer Transactions."

        As a result of the SFHI Asset Sale, the Company incurred an estimated $161.0 million tax gain for federal income tax purposes for fiscal 2001. As of September 30, 2000, the Company had an estimated net operating loss carryforward for regular tax purposes of approximately $49.1 million, all of which can be utilized in fiscal 2001. In March 2001, SFHI acquired investment properties in Dorchester, Massachusetts and Gaithersburg, Maryland. The acquisitions are intended to qualify as like-kind exchanges of real property under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code") and to defer approximately $90.0 million of the gain for federal corporate income tax purposes resulting from the SFHI Asset Sale. The Company made an alternative minimum tax payment of $500,000 in fiscal 2001, which was refunded in fiscal year 2002.

Pioneer Transactions

        Results of operations at the Pioneer for the year ended September 30, 2002 generated EBITDA, as defined, of $2.3 million compared to $3.7 million of EBITDA in fiscal 2001. The EBITDA margin decreased to 6.4% in fiscal 2002 from 9.1% in fiscal 2001. PHI's principal uses of cash are for payments of obligations under lease, capital expenditures to maintain the facility and, to the extent permitted to be paid, the management fee payable to the Company. Payments of obligations under lease were $3.4 million and $2.6 million in the fiscal years 2002 and 2001, respectively. Payments of obligations under lease began in January 2001. Rent expense was $1.3 million in both the 2002 and 2001 fiscal years. Rent expense increased in January 2001 as a result of the lease of gaming equipment and decreased in May 2002 as a result of the repurchase of gaming equipment under lease. Capital expenditures at the Pioneer were $3.8 million in fiscal 2002, including approximately $1.0 million for a new slot tracking system and $2.1 million used to purchase gaming equipment under lease, and were $800,000 in fiscal 2001. Capital expenditures in fiscal 2002 have been funded primarily from the restricted cash account. Future capital expenditures are also expected to be funded from the restricted cash account, to the extent permitted by the agreements relating to the Pioneer Transactions.

        On December 29, 2000, the Company entered into a series of agreements to transfer, pursuant to Section 721 and 351 of the Code, the real and personal property, excluding gaming equipment, and intangible assets used in the operation of the Pioneer to a third party (the "Purchaser") and agreed to lease and license the assets for up to 20 years, during which period the Company will operate the Pioneer (collectively, the "Pioneer Transactions"). The consideration for the Pioneer Transactions consisted of the assumption and immediate repayment by the Purchaser of $32.5 million of debt owed by PHI to SFHI and preferred stock of the Purchaser having a $1.0 million liquidation preference.

        Archon and SFHI guaranteed the payments under the lease and license agreements and agreed to certain covenants, including restrictions on paying management fees to Archon, competing in the Laughlin, Nevada area and paying dividends with respect to the Archon preferred stock. In addition, Archon agreed to maintain consolidated liquidity (as defined in the agreements relating to the Pioneer Transactions) of not less than $25.0 million. As of September 30, 2002, Archon's consolidated liquidity, as defined, was $66.8 million. Archon has agreed to forgo all or a portion of the management fees payable by PHI if PHI's ratio of operating cash flow to fixed charges falls below 1.20 to 1.00. Further, Archon has agreed to contribute capital to PHI and in certain events to deposit cash to restricted cash accounts in the event PHI's ratio of fixed charges to operating cash flow falls below 1.00 to 1.00 during any rolling four-quarter period, calculated on a quarterly basis.

        Specifically, if the ratio of fixed charges to operating cash flow is less than 1.00 to 1.00 for any four-quarter period ending on or before December 31, 2003, Archon will be obligated to contribute capital to PHI in the amount of the deficiency and, if the fixed charge coverage ratio is less than 1.00 to 1.00 for three consecutive quarters during that period, to deposit additional cash to restricted cash

17

accounts based upon a specified percentage of the stipulated loss value set forth in the lease. With respect to four-quarter periods ending after December 31, 2003, if the fixed charge ratio requirement is not met, Archon will be required to make a capital contribution in the amount of the deficiency and an additional cash payment to the restricted cash account based upon a specified percentage of the stipulated loss value set forth in the lease. Notwithstanding the foregoing, if the fixed charge coverage ratio is less than 1.00 to 1.00 for four consecutive quarters and the fourth consecutive quarter ends after the quarter ending December 31, 2003, Archon will not be permitted to cure the deficiency. If Archon fails to make any required payments or is not permitted to cure a deficiency with respect to quarters ending after the quarter ending December 31, 2003, an event of default will occur under the lease.

        Pursuant to the agreements relating to the Pioneer Transactions, Archon has foregone the management fee otherwise payable to it since April 2001. Additionally, PHI's ratio of fixed charges to operating cash flow for the four quarters ended June 30, 2002 and September 30, 2002 were 0.92 to 1.00 and 0.87 to 1.00, respectively. As a result, Archon made capital contributions to PHI in the amount of approximately $375,000 and $275,000 with respect to the June and September 2002 quarters, respectively. If PHI's ratio of fixed charges to operating cash flows is less than 1.00 to 1.00 for the quarter ending December 31, 2002, Archon will be obligated to make deposits to the restricted cash account in addition to making capital contributions to PHI.

        Furthermore, Archon would have been required to make capital contributions aggregating approximately $400,000 as a result of PHI's fixed charge ratios for the four quarters ended December 31, 2001 and March 31, 2002, in which the ratio of fixed charges to operating cash flow was 0.93 to 1.00, and 0.92 to 1.00, respectively. However, in May 2002, the Company completed the purchase, for approximately $2.1 million, of leased gaming equipment with $1.9 million of cash from the restricted cash account and cash from operations. The elimination of the rent payments reduces fixed charges in periods subsequent to the repurchase date. Giving effect to the gaming equipment purchase as if it had occurred at the beginning of the relevant four-quarter period, on a pro forma basis PHI's ratio of fixed charges to operating cash flow for the four quarters ended December 31, 2001 and March 31, 2002 would have been 1.04 to 1.00 and 1.05 to 1.00, respectively. Archon advised the Purchaser that it was not making any capital contributions to PHI for the four-quarter periods ended December 31, 2001 and March 31, 2002 based on the pro forma fixed charge ratios giving effect to the May 2002 purchase of leased gaming equipment. The Purchaser has not advised the Company whether it agrees that the Company has the right to calculate the ratios on a pro forma basis. If the Purchaser disagrees, the Company will be required to make capital contributions with respect to the four-quarter periods ended December 31, 2001 and March 31, 2002 and will be required to deposit additional cash to the restricted cash account.

        The agreements related to the Pioneer Transactions provide an option for the Company to purchase the assets under the lease and license agreements to PHI between the end of the third and seventh years, at purchase price amounts ranging between $35.5 million and $38.7 million, which, as of the date of the agreements, approximated estimated fair market value at the relevant purchase dates, and at the end of the lease term for fair market value.

Preferred Stock

        The Company's preferred stock provides that dividends accrue on a semi-annual basis, to the extent not declared. Prior to fiscal 1997, the Company satisfied the semi-annual dividend payments on its preferred stock through the issuance of paid-in-kind dividends. The Company has accrued the semi-annual preferred stock dividends since October 1, 1996. The dividend rate per annum was equal to 8.0% of $2.14 for each share of preferred stock until September 30, 1998, at which date the dividend rate increased to 11.0% of $2.14 for each share of preferred stock. The dividend continues to increase by an additional 50 basis points on each succeeding semi-annual dividend payment date up to a

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maximum of 16.0% per annum. In October 2002, the dividend rate increased to 15.0% per annum of $2.14 for each share of preferred stock. The accrued stock dividends have been recorded as an increase to the preferred stock account. As of September 30, 2002, the aggregate liquidation preference of the preferred stock was $18.1 million, or $3.57 per share. Pursuant to the Certificate of Designation of Preferred Stock, dividends are payable only when, as and if declared by the Board of Directors and the liquidation preference is payable only upon a liquidation, dissolution or winding up of the Company. Because dividends in an amount equal to dividend payments for one dividend period have accrued and remain unpaid for at least two years, the preferred stockholders, voting as a separate class, are entitled to elect two directors to the Company's board of directors. The agreements relating to the Pioneer Transactions restrict the payment of dividends on the preferred stock.

        The Board of Directors of the Company has authorized the purchase from time to time by the Company of preferred stock for total consideration of up to $2.5 million. As of December 16, 2002, the Company has purchased 674,177 shares of preferred stock for $1,003,307. In addition, in April 2001 the Company acquired approximately 3.5 million shares of preferred stock as part of a litigation settlement agreement.

Recently Issued Accounting Standards

        In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard No. 146, Accounting for Costs Associated with Exit or Disposal Activities ("SFAS 146"). SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. A fundamental conclusion reached by the FASB in this statement is that an entity's commitment to a plan, by itself, does not create a present obligation to others that meets the definition of a liability. SFAS 146 also establishes that fair value is the objective for initial measurement of the liability. The provisions of this statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The Company has determined that SFAS 146 will not have a material impact on its financial position and results of operations.

        In April 2002, the FASB issued SFAS No. 145 ("SFAS 145"), "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS 145 rescinds FASB Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an amendment of that Statement, FASB Statement No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." This Statement also rescinds FASB Statement No. 44, "Accounting for Intangible Assets of Motor Carriers." This Statement amends FASB Statement 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. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The Company does not believe that the adoption of SFAS 145 will have a significant impact on its financial statements. The Company adopted SFAS 145 in the current fiscal year. Therefore, a gain on the early extinguishment of debt has been reclassified from extraordinary income to ordinary income.

        In August 2001, the FASB issued SFAS No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS 144 requires one accounting model be used for long-lived assets to be disposed of by sale and broadens the presentation of discontinued operations to include more disposal transactions. SFAS 144 is effective for fiscal years beginning after December 15, 2001. The

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Company does not believe that the adoption of SFAS 144 will have a significant impact on its financial statements.

Effects of Inflation

        The Company has been generally successful in recovering costs associated with inflation through price adjustments in its hotels-casinos. Expenses of operating the Company's investment properties are generally borne by the tenants. Any such future increases in costs associated with casino operations and maintenance of properties may not be completely recovered by the Company.

Private Securities Litigation Reform Act

        Certain statements in this Annual Report on Form 10-K which are not historical facts are forward-looking statements, such as statements relating to future operating results, existing and expected competition, financing and refinancing sources and availability and plans for future development or expansion activities, capital expenditures and expansion of business operations into new areas. Such forward-looking statements involve a number of risks and uncertainties that may significantly affect the Company's liquidity and results in the future and, accordingly, actual results may differ materially from those expressed in any forward-looking statements. Such risks and uncertainties include, but are not limited to, those related to effects of competition, leverage and debt service, general economic conditions, changes in gaming laws or regulations (including the legalization of gaming in various jurisdictions) and risks related to development activities and the startup of non-gaming operations.

Item 7A. Market Risk Disclosure

        Market risk is the risk of loss arising from changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity process. The Company has no debt instruments subject to interest rate fluctuation.

        The Company holds investments in various available-for-sale securities; however, exposure to price risk arising from the ownership of these investments is not material to our consolidated financial position, results of operations or cash flow.

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Item 8. Financial Statements and Supplementary Data

INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
For the Years Ended September 30, 2002, 2001 and 2000

        Financial Statement Schedules are omitted because of the absence of conditions under which they are required or because the information is included in the financial statements or the notes thereto.

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INDEPENDENT AUDITORS' REPORT

To the Stockholders of Archon Corporation:

        We have audited the accompanying consolidated balance sheets of Archon Corporation and subsidiaries (the "Company") as of September 30, 2002 and 2001, and the related consolidated statements of operations, stockholders' equity (deficiency), and cash flows for each of the three years in the period ended September 30, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Archon Corporation and subsidiaries as of September 30, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2002 in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Las Vegas, Nevada
December 19, 2002

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Archon Corporation and Subsidiaries
Consolidated Balance Sheets
as of September 30, 2002 and 2001

See the accompanying Notes to Consolidated Financial Statements.

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Archon Corporation and Subsidiaries
Consolidated Balance Sheets
as of September 30, 2002 and 2001

See the accompanying Notes to Consolidated Financial Statements.

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Archon Corporation and Subsidiaries
Consolidated Statements of Operations
For the Years Ended September 30, 2002, 2001 and 2000

See the accompanying Notes to Consolidated Financial Statements.

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Archon Corporation and Subsidiaries
Consolidated Statements of Stockholders' Equity (Deficiency)
For the Years Ended September 30, 2002, 2001 and 2000

See the accompanying Notes to Consolidated Financial Statements.

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Archon Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended September 30, 2002, 2001 and 2000

See the accompanying Notes to Consolidated Financial Statements.

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ARCHON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended September 30, 2002, 2001 and 2000

1.    Basis of Presentation and General Information

        Archon Corporation, (the "Company" or "Archon"), is a publicly traded Nevada corporation. The Company's primary business operations are conducted through a wholly-owned subsidiary corporation, Pioneer Hotel Inc. ("PHI"), which operates the Pioneer Hotel & Gambling Hall (the "Pioneer") in Laughlin, Nevada under long-term lease and license arrangements. In addition, the Company owns real estate on Las Vegas Boulevard South (the "Strip") and at the corner of Rainbow and Lone Mountain Road, both in Las Vegas, Nevada, and also owns investment properties in Dorchester, Massachusetts and Gaithersburg, Maryland.

        Until October 2, 2000, the Company, through its wholly-owned subsidiary SFHI Inc., formerly known as Santa Fe Hotel, Inc. ("SFHI"), owned and operated the Santa Fe Hotel and Casino (the "Santa Fe"), located in Las Vegas, Nevada. On October 2, 2000, SFHI sold substantially all of its assets, including the rights to the name "Santa Fe Hotel and Casino" for $205.0 million (the "SFHI Asset Sale"). The SFHI Asset Sale resulted in a pre-tax gain of $137.2 million. In connection with the sale, the Company, Paul W. Lowden, majority stockholder of the Company, and members of Mr. Lowden's family entered into a three year non-compete agreement, in which they agreed not to compete through October 2, 2003 within a three mile radius of the Santa Fe.

        On December 29, 2000, the Company entered into a series of agreements to exchange, pursuant to Sections 721 and 351 of the Internal Revenue Code of 1986, as amended (the "Code"), the real and personal property, excluding gaming equipment, and intangible assets used in the operation of the Pioneer to a third party and agreed to lease and license the assets sold for up to 20 years, during which period the Company will operate the Pioneer (collectively, the "Pioneer Transactions").

        In March 2001, SFHI completed the acquisition of investment properties in Dorchester, Massachusetts and Gaithersburg, Maryland for an aggregate purchase price of $145.0 million plus debt issuance costs of $3.2 million, consisting of $15.5 million in cash and the assumption or issuance of an aggregate of $132.7 million of non-recourse indebtedness. The acquisitions are intended to qualify as like-kind exchanges of real property under Section 1031 of the Code and defer a portion of the federal corporate income tax resulting from the SFHI Asset Sale.

        In November 1999, Sahara Las Vegas Corporation, an indirect wholly-owned subsidiary of the Company ("SLVC"), sold real property located in Henderson, Nevada for $37.2 million. The Company recorded a pre-tax gain on the sale of approximately $12.1 million in the quarter ended December 31, 1999. In connection with the sale, the Company, SLVC, SFHI, Paul W. Lowden and members of Mr. Lowden's family entered into non-compete agreements, in which they agreed not to compete through November 15, 2014 within a five-mile radius of two of the buyer's casinos located in the Henderson area.

2.    Summary of Significant Accounting Policies

Principles of Consolidation

        The accompanying consolidated financial statements include the accounts of Archon and its wholly owned subsidiaries. Amounts representing the Company's investment in less than majority-owned companies in which a significant equity ownership interest is held are accounted for on the equity method. All material intercompany accounts and transactions have been eliminated in consolidation.

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Cash and Cash Equivalents

        Investments which mature within 90 days from the date of purchase are treated as cash equivalents. These investments are stated at cost which approximates their market value.

Investment in Marketable Securities

        Debt securities available-for-sale are stated at market value with unrealized gains or losses, when material, reported as a component of accumulated other comprehensive income (loss). Gains or losses on disposition are based on the net proceeds and the adjusted carrying amount of the securities. Debt securities available-for-sale at September 30, 2002 includes investments in government obligations and corporate securities.

        Equity securities available-for-sale are reported at fair value with unrealized gains or losses, when material, reported as a component of accumulated other comprehensive income (loss). Realized gains and losses are determined on a specific identification method. At September 30, 2002, equity securities available-for-sale included investments in common and preferred stock.

        The Company recorded $312,000 of other comprehensive gain and $407,000 of other comprehensive loss associated with unrealized gains or losses on these securities during the years ended September 30, 2002 and 2001, respectively. At September 30, 2000, market value approximated cost; therefore, the Company did not record any other comprehensive income (loss).

        The following is a summary of available-for-sale marketable securities as of September 30, 2002 and 2001:

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        The cost and estimated fair value of debt securities as of September 30, 2002 and 2001 by contractual maturity are shown below:

Inventories

        Food, beverage, gift shop and other inventories are stated at first-in, first-out cost, not in excess of market.

Property and Equipment