11-K 1 d11k.htm FORM 11-K Form 11-K
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 11-K

 


ANNUAL REPORT

Pursuant to Section 15(d) of the

Securities Exchange Act of 1934

(Mark One):

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the plan year ended December 31, 2006

OR

 

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

For the transition period from              to             

Commission file number: 001-10410

 


 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

HARRAH’S ENTERTAINMENT, INC. SAVINGS AND RETIREMENT PLAN

 


 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

HARRAH’S ENTERTAINMENT, INC.

One Caesars Palace Drive

Las Vegas, Nevada 89109

 



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REQUIRED INFORMATION

The Harrah’s Entertainment Inc. Savings and Retirement Plan (the “Plan”) is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In lieu of the requirements of Items 1-3 of this Form, the Plan is filing financial statements and supplemental schedules prepared in accordance with the financial reporting requirements of ERISA. The Plan’s 2006 financial statements and supplemental schedules have been examined by Deloitte & Touche LLP, independent registered public accounting firm, and their report is included herein.


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HARRAH’S ENTERTAINMENT, INC.

SAVINGS AND RETIREMENT PLAN

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     Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   1

FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005:

  

Statements of Net Assets Available for Benefits

   2

Statements of Changes in Net Assets Available for Benefits

   3

Notes to Financial Statements

   4–11

SUPPLEMENTAL SCHEDULE AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2006 -

   12

Form 5500, Schedule H, Part IV, Line 4i—Schedule of Assets (Held at End of Year)

   13–16

 

NOTE: All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Plan Administrator of

Harrah’s Entertainment, Inc.

Savings and Retirement Plan:

We have audited the accompanying statements of net assets available for benefits of Harrah’s Entertainment, Inc. Savings and Retirement Plan (the “Plan”) as of December 31, 2006 and 2005, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2006 and 2005, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the financial statements, the Plan adopted FSP AAG INV-I and SOP 94-4-I for the years ended December 31, 2006 and 2005.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets (held at end of year) as of December 31, 2006, and (2) transactions in excess of 5% of the current value of plan assets for the year ended December 31, 2006, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan’s management. Such supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic 2006 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

June 29, 2007


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HARRAH’S ENTERTAINMENT, INC.

SAVINGS AND RETIREMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2006 AND 2005


 

     2006    2005

ASSETS:

     

Investment at fair value -

     

Participant-directed investments (Note 2)

   $ 1,494,407,097    $ 883,855,394
             

Receivables:

     

Employer contributions

     580,672      521,091

Participant contributions

     1,860,922      1,500,749

Accrued investment income

     645,645      461,588

Receivables for securities sold

     2,483,042      —  
             

Total receivables

     5,570,281      2,483,428
             

Total assets

     1,499,977,378      886,338,822
             

LIABILITIES:

     

Accrued administrative expenses

     1,497,294      1,201,489

Payables for securities purchased

     1,255,363      —  
             

Total liabilities

     2,752,657      1,201,489
             

NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE

     1,497,224,721      885,137,333
             

Adjustments from fair value to contract value for fully benefit-responsive investment contract (Note 2)

     2,292,098      1,817,972
             

NET ASSETS AVAILABLE FOR BENEFITS

   $ 1,499,516,819    $ 886,955,305
             

See notes to financial statements.


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HARRAH’S ENTERTAINMENT, INC.

SAVINGS AND RETIREMENT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEARS ENDED DECEMBER 31, 2006 AND 2005


 

     2006    2005

ADDITIONS:

     

Investment income:

     

Net appreciation in fair value of investments (Note 3)

   $ 88,210,792    $ 30,651,825

Dividends

     15,408,360      8,313,253

Interest

     10,122,039      7,647,411

Other income (Note 5)

     1,175,125      —  
             

Net investment income

     114,916,316      46,612,489
             

Contributions:

     

Participant contributions

     64,085,599      51,715,719

Employer contributions

     17,792,824      14,886,096
             

Total contributions

     81,878,423      66,601,815
             

Net transfers from other plans and other transfers (Note 1)

     510,910,547      49,539,306
             

Total additions

     707,705,286      162,753,610
             

DEDUCTIONS:

     

Benefits paid to participants

     92,423,818      70,583,018

Administrative fees (Note 2)

     2,719,954      3,462,452
             

Total deductions

     95,143,772      74,045,470
             

INCREASE IN NET ASSETS

     612,561,514      88,708,140

NET ASSETS AVAILABLE FOR BENEFITS-Beginning of year

     886,955,305      798,247,165
             

NET ASSETS AVAILABLE FOR BENEFITS-End of year

   $ 1,499,516,819    $ 886,955,305
             

See notes to financial statements.


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HARRAH’S ENTERTAINMENT, INC. SAVINGS AND RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS AS OF

AND FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005


 

1. DESCRIPTION OF THE PLAN

The Harrah’s Entertainment, Inc. Savings and Retirement Plan (the “Plan”) was established on February 6, 1990. The following description of the Plan is provided for general information purposes only. Participants should refer to the Plan document and subsequent amendments thereto for more complete information.

General—The Plan is a defined contribution plan. Designated employees of Harrah’s Entertainment, Inc. and designated company affiliates (the “Company”), who have a minimum of 90 days of service are eligible to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Harrah’s Operating Company, Inc. (“HOC”) is the administrator of the Plan (“Plan Administrator”). State Street Bank and Trust Company (“State Street”) is trustee of the Plan. The Plan Administrator has delegated certain of its authority to CitiStreet LLC (“CitiStreet”) for purposes of day-to-day administration and recordkeeping.

Plan Mergers and Other Transfers—On June 30, 2004, the Company acquired Horseshoe Gaming Holding Corp. Effective December 31, 2005, the Horseshoe Gaming Holding Corp. 401(k) Plan (“Horseshoe Plan”) was merged into the Plan. As a result, assets of approximately $66.4 million have been transferred into the Plan. The amounts were recorded as transfers from other plans in 2005. Participating employees of the Horseshoe Plan became eligible to participate in the Plan on January 1, 2006.

On April 26, 2005, the Company sold the East Chicago and Tunica properties to Resorts International Holdings, LLC. As a result, approximately $16.9 million in participant account balances were distributed to the Resorts Hotels and Casinos 401(k) Plan on May 11, 2005, including approximately $2.1 million in participant loans. These amounts were recorded as transfers to other plans in 2005.

On June 13, 2005, the Company acquired Caesars Entertainment, Inc. (“Caesars”). All eligible Caesars employees continued to participate in either the Caesars Entertainment 401(k) Savings Plan (“Caesars Plan”) or the Grand Casinos 401(k) Savings Plan (“Grand Casino Plan”). During 2006, the Grand Casinos plan was merged into the Caesars plan. On December 12, 2006, the Administrative Committee approved the merger of the Caesars plan into the Plan effective December 31, 2006. As a result, assets of approximately $510.9 million have been transferred into the Plan on January 2, 2006. Participating employees of the Caesars plan became eligible to participate in the Plan on January 1, 2007.


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Contributions—Each year, participants may elect to contribute a designated whole percentage of their eligible compensation, as defined in the Plan. Highly compensated employees may contribute up to 7% of eligible compensation on a pretax basis. After-tax contributions are also permitted. Effective June 1, 2005, a nonhighly compensated employee may contribute up to 50% of eligible compensation on a pretax basis; however, the pretax and after-tax contributions may not exceed 50% of eligible compensation. Prior to June 1, 2005 the maximum was 20%. The Company matching contribution is 50% up to the first 6% of eligible compensation that a participant contributes to the Plan and an eligible employee is eligible for a matching contribution following the 90th day after his/her hire date. Eligible participants who attain age 50 before the Plan’s year-end are allowed to make catch-up contributions to the Plan. Contributions are subject to certain Internal Revenue Code limitations. Participants may also make rollover contributions representing distributions from other qualified defined benefit or defined contribution plans.

Participant Accounts—Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contributions, the Company’s matching contributions, and allocations of Plan earnings, and charged with the participant’s withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Investments—Participants direct the investment of their own contributions and Company contributions into various investment options offered by the Plan, including investments in the common stock of the Company, the sponsoring employer.

Effective January 14, 2004, Harrah’s Entertainment Stock Fund was designated as an Employee Stock Ownership Plan (“ESOP”). With respect to dividends paid on shares of the Company’s common stock held in the ESOP portion of the Plan, participants are permitted to elect to receive cash payments of the dividends or to leave the dividends in the Plan to be reinvested in shares of the Company common stock. Approximately $4.4 million and $3.8 million in dividends were reinvested in the Plan and approximately $0.3 and $0.2 million were distributed to participants from the ESOP during the Plan years ended December 31, 2006 and 2005, respectively.

Vesting—Participants are vested immediately in their own contributions plus actual investment results thereon. Vesting in the Company’s contribution portion of their accounts is based on years of vesting service in which the participant is credited with at least 1,000 hours of service, as defined. A participant vests 20% per year of vesting service and is 100% vested after five years of vesting service. However, if termination of employment is caused by disability, death, or attainment of age 65, the participant becomes fully vested in all Company contributions and investment results thereon.

Forfeitures—Forfeitures that occur during the Plan year shall first be used to the extent necessary to restore the matching and prior plan accounts of rehired participants, as defined. Any remaining forfeitures may be used to pay administrative expenses or will be included in, reduce and be considered part of the Company’s matching contribution for the Plan year. The total amount of potential forfeitures available to be used was approximately $0.3 million and $0.6 million at December 31, 2006 and 2005, respectively. During the year ended December 31, 2006 and 2005, Company contributions were reduced by $1.3 million and $0.3 million, respectively, from forfeited nonvested accounts.

Payment of Benefits—Upon termination of employment, the participant may elect to receive vested amounts in one lump-sum distribution, in equal installments, or in the form of a direct rollover to another plan as defined by the Plan.


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Participant Loans—Participants may borrow from their Plan accounts an amount not to exceed the lesser of $50,000 reduced by the participant’s highest outstanding loan balance during the prior 12 months or 50% of the vested balance of the participant’s account. The loans are secured by the vested balance in the participant’s account and bear interest at rates commensurate with local prevailing rates. The interest rate for a loan remains fixed for the life of the loan. Repayments of loans are made in equal installments, one per pay period, over one to five years except in the case of loans used to acquire the principal residence of the participant, which shall be repaid in a reasonable term determined at the time the loan is made, not to exceed 15 years. The interest rates on outstanding loans ranged from 5% to 10.5% at December 31, 2006.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting—The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.

Risks and Uncertainties—The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

Investment Valuation and Income Recognition—The Plan’s investments are stated at fair value. Quoted market prices are used to value investments. Shares of the Company common stock and mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. Common collective trust funds are stated at fair value as determined by the issuer of the common collective trust funds based on the fair market value of the underlying investments. Common collective trust funds with underlying investments in investment contracts are valued at fair market value of the underlying investments and then adjusted by the issuer to contract value. Participant loans are valued at the outstanding loan balances.

The State Street Global Advisors (“SSGA”) Principal Accumulation Return Fund is a collective investment trust that is a commingled pool of the State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans Declaration of Trust. The fund may invest in one or more bank, insurance company or synthetic investment contracts and in short term investments or other collective investment funds. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Management fees and operating expenses charged to the Plan for investments in mutual funds and common collective trust funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of net appreciation investment return for such investments.


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Payment of Benefits—Benefit payments to participants are recorded upon distribution.

Administrative Expenses—Administrative expenses of the Plan are paid by either the Plan or the Company, as provided in the Plan document. In 2006, the Company reimbursed the Plan for prior expenses paid out of the Plan assets. Therefore, the administrative expenses have been reduced by $1.2 million in 2006 related to prior years.

Adoption of New Accounting Guidance- The financial statements reflect the retroactive adoption of Financial Accounting Standards board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP”). As required by the FSP, the Statements of Net Assets Available for Benefits present common collective trust funds with underlying investments in certain types of investment contracts at fair value as well as a line item showing an adjustment of fully benefit-responsive contracts from fair value to contract value. The Statements of Changes in Net Assets Available for Benefits are presented on a contract value basis and were not affected by the adoption of the FSP. The adoption of the FSP did not impact the amount of net assets available for benefits at December 31, 2006 or 2005.


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3. INVESTMENTS

The Plan’s investments that represented 5% or more of the Plan’s net assets available for benefits as of December 31, 2006 and 2005 are as follows:

 

     2006    2005
Harrah’s Entertainment, Inc. Stock Fund, 3,164,964 and 2,996,679 units, respectively    $ 266,241,052    $ 216,254,320
SSGA Principal Accumulation Return Fund, 138,180,871 and 117,011,277 units, respectively      238,353,497      129,785,471
SSGA S&P 500 Flagship Fund, 479,084 and 484,888 shares, respectively      200,849,686      124,776,690
SSGA Passive Bond Market Index Fund, 5,025,709 and 5,308,104 shares, respectively      108,115,825      97,226,832
ICM Small Cap Institutional Class Fund, 34,794 and 20,223 shares, respectively      77,276,824      68,450,010
Intech Large Cap Core Strategy Fund, 48,665,313 and 52,061,658 shares, respectively      182,867,277      66,238,048
Loan Fund, 51,255,887 and 43,115,268 shares, respectively      83,037,813      51,512,614

During 2006 and 2005, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:

 

     2006     2005  

Harrah’s Entertainment, Inc. Stock Fund

   $ 37,035,896     $ 12,961,202  

SSGA S&P 500 Flagship Fund

     17,905,231       5,232,176  

PIMCO Total Return Fund

     (43,930 )     0  

Small/Mid Cap Growth Fund

     2,908,123       356,813  

Intech Large Cap Core Strategy Fund

     9,208,638       3,865,523  

Small/Mid Cap Value Fund

     2,729,993       (797,127 )

American Funds Growth Fund

     272,096       435,828  

SSGA Passive Bond Market Index Fund

     2,884,411       1,690,626  

SSGA Active US Large Cap Value Fund

     4,696,161       1,334,557  

Capital Guardian International Equity Fund

     7,421,302       3,951,017  

Conservative Lifecycle Fund

     563,064       288,334  

Moderate Lifecycle Fund

     728,961       359,611  

Growth Lifecycle Fund

     872,216       470,878  

Aggressive Growth Fund

     1,028,630       502,387  
                

Net appreciation in fair value of investments

   $ 88,210,792     $ 30,651,825  
                


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4. EXEMPT PARTY-IN-INTEREST TRANSACTIONS

As sponsor of the Plan, the Company, through its wholly owned subsidiary, HOC, initially pays many of the costs associated with the operation of the Plan. These costs include salaries for employees who perform administrative services solely for the Plan, various service charges and other direct costs of operation. The Plan reimbursed HOC for these costs in the amount of approximately $20,000 and $72,000 for the years ended December 31, 2006 and 2005, respectively.

Certain Plan investments are shares of common/collective trust funds managed by SSGA. SSGA is the investment arm of State Street, the trustee of the Plan and, therefore, these transactions qualify as exempt party-in-interest transactions. Actual fees paid by the Plan for the investment management and recordkeeping services to SSGA and CitiStreet amounted to approximately $2.7 and $1.9 million for both years ended December 31, 2006 and 2005, respectively. Such costs are included in administrative expenses in the accompanying financial statements.

At December 31, 2006 and 2005, the Plan held 3,164,964 and 2,996,679 units, respectively, of common stock of the Company.

 

5. OTHER INCOME

On May 1, 1991, the Plan was amended to provide that approximately $12.9 million attributable to a guaranteed investment contract issued by Executive Life Insurance Company (“Executive Life”) and held in the Plan’s Income Investment Fund would be frozen until such time as the contract was finally paid out. Executive Life agreed to pay to the Plan any deficiency between the $12.9 million and any amounts finally paid under the contract. The Company agreed to make interest free loans to the Plan, which were to be repaid out of any amounts received under the contract, so that persons who leave or who had already left the Company’s employment could withdraw the vested portion of the Executive Life guaranteed contract, as well as other vested funds. The contract was restructured in September 1993, and the Plan began receiving payments on the contract. The restructured contract matured on September 3, 1998. In September 1998, the Plan received $9.2 million. Of this amount, $8.7 million represented principal and $0.5 million represented interest earnings. The principal was allocated to participant accounts and used to repay the balance of advances from the Company.

In October 2006, the Plan received an additional payment of $0.9 million and was allocated to participant accounts and paid to the terminated employees. The income received was recorded as other income.

 

6. PLAN TERMINATION

Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated, participants would become 100% vested in their accounts.

 

7. FEDERAL INCOME TAX STATUS

The Internal Revenue Service has determined and informed the Company by a letter dated July 5, 2002, that the Plan and related trust were designed in accordance with the applicable regulations of the Internal Revenue Code. The Plan has been amended since receiving the determination letter; however, the Company and the Plan Administrator believe that the Plan is currently designed and operated in compliance with the applicable requirements of the Internal Revenue Code and the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.


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8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

As of December 31, 2006 and 2005, the Plan had $305,585 and $516,903, respectively, of benefit payments approved and processed for payment, which had not been paid. These amounts will be recorded as liabilities in the Plan’s Form 5500; however, these amounts are not recorded as liabilities in the accompanying financial statements.

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31, 2006 and 2005.

 

     2006     2005  

Net assets available for benefits per the financial statements

   $ 1,499,516,819     $ 886,955,305  

Less amounts currently payable

     (305,585 )     (516,903 )

Adjustment from contract value to fair value for fully benefit-responsive investments

     (2,292,098 )  
                

Net assets available for benefits per the Form 5500

   $ 1,496,919,136     $ 886,438,402  
                

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the years ended December 31, 2006 and 2005:

 

     2006     2005  

Benefits paid to participants per the financial statements

   $ 92,423,818     $ 70,583,018  

Add amounts currently payable at December 31, 2006 and 2005, respectively

     305,585       516,903  

Less amounts currently payable at December 31, 2005 and 2004, respectively

     (516,903 )     (161,765 )

Less deemed distributions

     (4,871,265 )     (3,653,009 )
                

Benefits paid to participants per the Form 5500

   $ 87,341,235     $ 67,285,147  
                


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The following is a reconciliation of total additions per the financial statements to total income per Form 5500 for the year ended December 31, 2006. No reconciliation was necessary for the year ended December 31, 2005:

 

     2006  

Total additions per the financial statements

   $ 707,705,286  

Less transfers from other plans

     (510,910,547 )

Adjustment from contract value to fair value for fully benefit-responsive investments

     (2,292,098 )
        

Total income per the Form 5500

   $ 194,502,641  
        

* * * * * *


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SUPPLEMENTAL SCHEDULE


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HARRAH’S ENTERTAINMENT, INC. SAVINGS AND RETIREMENT PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i—

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2006


 

Identity of Issuer, Borrower,

Lessor or Similar Party

  

Description of Investment

  

Current

Value

*        Harrah’s Entertainment, Inc. Stock Fund

   Common Stock      266,241,052

Self-directed brokerage accounts

   Various      10,620,541

Small/Mid Cap Growth Fund:

     

*             State Street Global Advisors Short-Term Investment Fund

   Interest-bearing cash    $ 6,587,690

Scientific Games Corp

   Common Stock: Consumer Discretionary – Hotels Restaurants & Leisure      1,164,683

Ryland Group Inc

   Common Stock: Consumer Discretionary – Household Durables      637,516

Polaris Inds Inc

   Common Stock: Consumer Discretionary – Leisure Equipment & Products      295,063

Aquantive Inc

   Common Stock: Consumer Discretionary – Media      303,110

Interactive Data Corp

   Common Stock: Consumer Discretionary – Media      670,439

Nordstrom Inc

   Common Stock: Consumer Discretionary – MultiLine Retail      310,878

Bed Bath & Beyond Inc

   Common Stock: Consumer Discretionary – Specialty Retail      881,523

Casual Male Retail Group Inc

   Common Stock: Consumer Discretionary – Specialty Retail      667,231

CDW Corp

   Common Stock: Consumer Discretionary – Specialty Retail      907,924

Chicos FAS Inc

   Common Stock: Consumer Discretionary – Specialty Retail      408,182

Copart Inc

   Common Stock: Consumer Discretionary – Specialty Retail      728,199

Guitar Ctr Inc

   Common Stock: Consumer Discretionary – Specialty Retail      812,337

Jos A Bank Clothiers Inc

   Common Stock: Consumer Discretionary – Specialty Retail      291,032

Staples Inc

   Common Stock: Consumer Discretionary – Specialty Retail      821,842

Tiffany & Co New

   Common Stock: Consumer Discretionary – Specialty Retail      1,025,440

Tractor Supply Co

   Common Stock: Consumer Discretionary – Specialty Retail      1,089,877

Usana Health Sciences

   Common Stock: Consumer Staples – Food Products      1,830,246

Wrigley WM Jr Co

   Common Stock: Consumer Staples – Food Products      749,188

Church & Dwight Inc

   Common Stock: Consumer Staples – Household Products      894,284

Chattem Inc

   Common Stock: Consumer Staples – Personal Products      268,985

Cohen & Steers Inc

   Common Stock: Financials – Diversified Financials      327,785

Edwards A G Inc

   Common Stock: Financials – Diversified Financials      1,170,169

Waddell & Reed Finl Inc

   Common Stock: Financials – Diversified Financials      511,512

IPC Holdings LTD Bermuda

   Common Stock: Financials – Insurance      1,224,680

Platinum Underwriters Holdings

   Common Stock: Financials – Insurance      926,785

Primus Guaranty Ltd

   Common Stock: Financials – Insurance      1,189,427

Protective Life Corp

   Common Stock: Financials – Insurance      907,666

Renaissancere Holdings Ltd

   Common Stock: Financials – Insurance      638,336


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HARRAH’S ENTERTAINMENT, INC. SAVINGS AND RETIREMENT PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i—

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2006


 

Identity of Issuer, Borrower,

Lessor or Similar Party

  

Description of Investment

  

Current

Value

Jones Lang Lasalle Inc

   Common Stock: Financials – Real Estate    $ 618,820

Redwood Tr Inc

   Common Stock: Financials – Real Estate      293,957

Qiagen NV

   Common Stock: Health Care – Biotechnology      786,082

Techne Corp

   Common Stock: Health Care – Biotechnology      784,663

Haemonetics Corp Mass

   Common Stock: Health Care – Health Care Equipment & Supplies      358,061

IMS Health Inc

   Common Stock: Health Care – Health Care Equipment & Supplies      845,851

Millipore Corp

   Common Stock: Health Care – Health Care Equipment & Supplies      605,366

Respironics Inc

   Common Stock: Health Care – Health Care Equipment & Supplies      222,256

Surmodics Inc

   Common Stock: Health Care – Health Care Equipment & Supplies      286,082

Community Health Sys Inc New

   Common Stock: Health Care – Health Care Providers & Services      603,548

Covance Inc

   Common Stock: Health Care – Health Care Providers & Services      1,673,334

Express Scripts Inc

   Common Stock: Health Care – Health Care Providers & Services      961,429

Healthways Inc

   Common Stock: Health Care – Health Care Providers & Services      818,047

Pharmaceutical Prod Dev Inc

   Common Stock: Health Care – Health Care Providers & Services      1,224,713

Psychiatric Solutions Inc

   Common Stock: Health Care – Health Care Providers & Services      310,037

Quest Diagnostics Inc

   Common Stock: Health Care – Health Care Providers & Services      569,338

Sunrise Senior Living Inc

   Common Stock: Health Care – Health Care Providers & Services      510,867

Perrigo Co

   Common Stock: Health Care – Pharmaceuticals      503,914

DRS Technologies Inc

   Common Stock: Industrials – Aerospace & Defense      359,129

World Fuel Services Corp

   Common Stock: Industrials – Aerospace & Defense      642,922

Corporate Executive Brd Co

   Common Stock: Industrials – Commercial Services & Supplies      271,758

Kforce Inc

   Common Stock: Industrials – Commercial Services & Supplies      295,406

Labor Ready Inc

   Common Stock: Industrials – Commercial Services & Supplies      490,370

LECG Corp

   Common Stock: Industrials – Commercial Services & Supplies      421,847

Robert Half Intl Inc

   Common Stock: Industrials – Commercial Services & Supplies      302,898

Stericycle Inc

   Common Stock: Industrials – Commercial Services & Supplies      506,899

Wright Express Corp

   Common Stock: Industrials – Commercial Services & Supplies      1,751,445

Donaldson Co Inc

   Common Stock: Industrials – Machinery      509,101

Graco Inc

   Common Stock: Industrials – Machinery      286,466

Oshkosh Truck Corp

   Common Stock: Industrials – Machinery      610,162

Gatx Corporation

   Common Stock: Industrials – Road & Rail      2,618,216


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HARRAH’S ENTERTAINMENT, INC. SAVINGS AND RETIREMENT PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i—

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2006


 

Identity of Issuer, Borrower,

Lessor or Similar Party

  

Description of Investment

  

Current

Value

Comverse Technology Inc

   Common Stock: Information Technology – Communications Equipment    $ 571,282

Harris Corp Del

   Common Stock: Information Technology – Communications Equipment      175,266

Logitech International SA Appl

   Common Stock: Information Technology – Computers & Peripherals      537,460

Smart Modular Technologies WWH

   Common Stock: Information Technology – Computers & Peripherals      403,185

Benchmark Electrs Inc

   Common Stock: Information Technology – Electronic Equipment & Instruments      1,039,174

Global Imaging Sys Inc

   Common Stock: Information Technology – Electronic Equipment & Instruments      1,201,631

Measurement Specialties Inc

   Common Stock: Information Technology – Electronic Equipment & Instruments      735,384

Microchip Technology Inc

   Common Stock: Information Technology – Semiconductor Equipment & Products      1,043,679

Semitool Inc

   Common Stock: Information Technology – Semiconductor Equipment & Products      512,800

Silicon Image Inc

   Common Stock: Information Technology – Semiconductor Equipment & Products      429,631

Blackbaud Inc

   Common Stock: Information Technology – Software      902,347

Cognos Inc

   Common Stock: Information Technology – Software      605,228

Micros Sys Inc

   Common Stock: Information Technology – Software      304,831

Quality Systems

   Common Stock: Information Technology – Software      1,070,200

Talx Corp

   Common Stock: Information Technology – Software      516,030

Aventine Renewable Engy Hldgs

   Common Stock: Materials – Chemicals      620,549

RPM Intl Inc

   Common Stock: Materials – Chemicals      1,406,847

Jarden Corp

   Common Stock: Materials – Containers & Packaging      1,088,824

Consol Energy Inc

   Common Stock: Materials – Metals & Mining      925,924

Goldman Sachs Growth Opportunity Fund

   Mutual Fund      9,952,613

Morgan Stanley Inst’l Mid Cap Growth

   Mutual Fund      4,883,060

TimesSquare Mid Cap Growth Inst’l

   Mutual Fund      4,883,060

*        State Street Global Advisors Active U.S. Large Cap Value Fund

   Common/Collective Trust Fund      43,656,893

*        State Street Global Advisors Passive Bond Market Index Fund

   Common/Collective Trust Fund      108,115,825

*        State Street Global Advisors Principal Accumulation Index Fund

   Common/Collective Trust Fund      238,353,497

*        State Street Global Advisors S&P 500 Flagship Fund

   Common/Collective Trust Fund      200,849,686

American Funds Growth Fund (Large Cap Growth)

   Mutual Fund      2,832,739

Capital Guardian International Equity Fund

   Mutual Fund      66,912,379

Dodge & Cox International Stock Fund

   Mutual Fund      19,960,759

Europac Growth Fund

   Mutual Fund      5,351,661

Fidelity Real Estate Fund

   Mutual Fund      28,226,170

Century Small Cap Select Fund

   Mutual Fund      3,111,334


Table of Contents

HARRAH’S ENTERTAINMENT, INC. SAVINGS AND RETIREMENT PLAN

 

FORM 5500, SCHEDULE H, PART IV, LINE 4i—

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2006

 

Identity of Issuer, Borrower,

        Current  

Lessor or Similar Party

  

Description of Investment

   Value  
   Small/Mid Cap Value Fund:      
       ICM Small Cap Institutional Class Fund    Mutual Fund    $ 77,276,823  
       Artisan FDS Inc    Mutual Fund      25,663,980  
   Intech Large Cap Core Strategy Fund    Mutual Fund      182,867,277  

**

   PIMCO    Mutual Fund      30,163,920  
   Wells Fargo Large Company Growth Fund    Mutual Fund      18,070,728  

*

   Loan Fund    Participant loans with interest rates frm 5.00% to 10.5%      83,037,813  
              
         $ 1,494,407,097  
              

*

   Party-in-interest.         (Concluded )

**

   Fund available to legacy Harrah’s participants January 1, 2006.   


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Administrator for the Plan has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

    HARRAH’S ENTERTAINMENT, INC.
  SAVINGS AND RETIREMENT PLAN
June 29, 2007   By:  

/s/ JEFFREY SHOVLIN

    Jeffrey Shovlin, Chairman,
    Administrative Committee


Table of Contents

INDEX TO EXHIBITS

 

Exhibit No.

  

Description

23.1

   Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm