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
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.
SAVINGS AND RETIREMENT PLAN
TABLE OF CONTENTS
| Page | ||
| 1 | ||
| FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005: |
||
| 2 | ||
| 3 | ||
| 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. |
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
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.
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.
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.
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.
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.
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.
| 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 | ||||
| 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.
| 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 | ||||
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 | ||
* * * * * *
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 | |||
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 | |||
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 | |||
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. | |||||||
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 | ||||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 23.1 |
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm |