SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File No. 1-10410
A. Full title of the plan and address of the plan, if
different from that of the issuer named below:
Harrah's Entertainment, Inc.
Savings and Retirement Plan
(Formerly The Promus Companies Incorporated
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.
1023 Cherry Road
Memphis, Tennessee 38117
<PAGE>
HARRAH'S ENTERTAINMENT, INC.
SAVINGS AND RETIREMENT PLAN
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995 AND 1994
AND FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
TOGETHER WITH AUDITORS' REPORT
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Trustees of Harrah's Entertainment, Inc.
Savings and Retirement Plan:
We have audited the accompanying statements of net assets available for plan
benefits of HARRAH'S ENTERTAINMENT, INC. SAVINGS AND RETIREMENT PLAN (formerly
THE PROMUS COMPANIES INCORPORATED SAVINGS AND RETIREMENT PLAN) as of December
31, 1995 and 1994, and the related statements of changes in net assets available
for plan benefits, with fund information, for each of the three years ended
December 31, 1995. These financial statements and the schedules referred to
below are the responsibility of the Plan Administrator. Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits, with fund
information of Harrah's Entertainment, Inc. Savings and Retirement Plan as of
December 31, 1995 and 1994, and the changes in its net assets available for plan
benefits for each of the three years ended December 31, 1995, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of investments
as of December 31, 1995 (Exhibit I) and of reportable transactions for the year
ended December 31, 1995 (Exhibit II) are presented for purposes 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 fund information in the statement of net assets
available for plan benefits and the statement of changes in net assets available
for plan benefits is presented for purposes of additional analysis rather than
to present the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Memphis, Tennessee,
June 7, 1996.
<PAGE>
<TABLE><CAPTION>
HARRAH'S ENTERTAINMENT, INC.
SAVINGS AND RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1995
Fund Information
-------------------------------------------------------------------------------------------
Participant Directed Funds
-------------------------------------------------------------------------------------------
Income
Company Aggressive Diversified Long-term Investment Treasury
Stock Fund Stock Fund Stock Fund Bond Fund Fund Fund
------------- ------------- ------------ ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments (Notes 1 and 2)
Common stock $ 160,163,755 $ -- $ -- $ -- $ -- $ --
Mutual funds -- 8,007,657 -- 7,514,110 1,128,109 17,092,695
Common/collective trust fund -- -- 36,722,025 -- -- --
Guaranteed investment
contracts -- -- -- -- 2,045,697 --
Corporate securities -- -- -- -- 19,189,663 --
US government and agency
securities -- -- -- -- 40,736,885 --
Other -- -- -- -- 15,585 --
Temporary investments 2,359,298 259,654 471,371 87,883 631,077 183,755
Receivables
Due from participants (Note 1) -- -- -- -- -- --
Interest and dividends -- -- -- -- 776,309 --
Due (to) from other funds (658,790) 1,023,690 1,529,977 543,451 (915,244) (1,661,867)
Contributions 813,137 75,874 152,317 29,465 217,288 70,208
Other 264,323 9,647 208,441 10,104 42,609 12,894
Cash 1,182 130 236 44 319 92
------------- ------------- ------------- ------------- ------------- -------------
Total assets 162,942,905 9,376,652 39,084,367 8,185,057 63,868,297 15,697,777
------------- ------------- ------------- ------------- ------------- -------------
LIABILITIES
Advances from Harrah's -- -- -- -- -- --
Bank overdrafts (1,255,131) (138,277) (251,026) (46,801) (334,172) (97,858)
Accrued expenses (175,614) (11,355) (35,179) (5,056) (79,253) (16,261)
Accounts payable (3,936) -- -- -- (834,973) --
Other (35,707) (52) (13,465) (4,726) (7,569) (38)
------------- ------------- ------------- ------------- ------------- -------------
Total liabilities (1,470,388) (149,684) (299,670) (56,583) (1,255,967) (114,157)
------------- ------------- ------------- ------------- ------------- -------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 161,472,517 $ 9,226,968 $ 38,784,697 $ 8,128,474 $ 62,612,330 $ 15,583,620
============= ============= ============= ============= ============= =============
The accompanying Notes to Financial
Statements are an integral part of this statement.
<CAPTION>
Fund Information
-----------------------------------------------
Non-
Participant
Directed
Fund
------------- -------------
Executive
Life Fund ESOP Fund Loan Fund Total
------------- ------------- ------------- -------------
(Note 5)
<S> <C> <C> <C> <C>
ASSETS
Investments (Notes 1 and 2)
Common stock $ -- $ 13,861,665 $ -- $ 174,025,420
Mutual funds -- -- -- 33,742,571
Common/collective trust fund -- -- -- 36,722,025
Guaranteed investment
contracts 9,451,578 -- -- 11,497,275
Corporate securities -- -- -- 19,189,663
US government and agency
securities -- -- -- 40,736,885
Other -- -- -- 15,585
Temporary investments 203,015 1,634 -- 4,197,687
Receivables
Due from participants (Note 1) -- -- 21,850,295 21,850,295
Interest and dividends -- -- -- 776,309
Due (to) from other funds 104,902 33,881 -- --
Contributions -- 369,075 -- 1,727,364
Other 384,803 2,563 -- 935,384
Cash -- -- -- 2,003
------------- ------------- ------------- -------------
Total assets 10,144,298 14,268,818 21,850,295 345,418,466
------------- ------------- ------------- -------------
LIABILITIES
Advances from Harrah's (2,543,851) -- -- (2,543,851)
Bank overdrafts -- -- -- (2,123,265)
Accrued expenses -- -- -- (322,718)
Accounts payable (549,145) (44,032) -- (1,432,086)
Other -- 208 -- (61,349)
------------- ------------- ------------- -------------
Total liabilities (3,092,996) (43,824) -- (6,483,269)
------------- ------------- ------------- -------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 7,051,302 $ 14,224,994 $ 21,850,295 $ 338,935,197
============= ============= ============= =============
</TABLE>
The accompanying Notes to Financial
Statements are an integral part of this statement.
<PAGE>
<TABLE>
HARRAH'S ENTERTAINMENT, INC.
SAVINGS AND RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1994
<CAPTION>
Fund Information
-----------------------------------------------------------------------------------------
Participant Directed Funds
-----------------------------------------------------------------------------------------
Income
Company Aggressive Diversified Long-term Investment Treasury
Stock Fund Stock Fund Stock Fund Bond Fund Fund Fund
------------- ----------- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments (Notes 1 and 2)
Common stock $ 172,725,711 $ -- $ -- $ -- $ -- $ --
Mutual funds -- 1,881,506 29,932,696 1,323,359 -- 13,898,472
Bonds -- -- -- -- 56,805,021 --
Guaranteed investment
contracts -- -- -- -- 8,913,105 --
Temporary investments 1,306,439 35,086 224,963 12,383 381,819 103,194
Receivables
Due from participants
(Note 1) -- -- -- -- -- --
Interest and dividends -- -- -- -- 175,721 --
Due from Harrah's 123,953 2,695 20,210 770 35,993 8,854
Due (to) from other funds 2,506,902 371,973 (1,451,312) 477,612 (1,233,751) (713,436)
Contributions -- -- -- -- -- --
Other 1,294 35 222 13 378 103
Cash 81,839 -- -- -- 118,664 --
------------- ------------- ------------- ------------- ------------- -------------
Total assets 176,746,138 2,291,295 28,726,779 1,814,137 65,196,950 13,297,187
------------- ------------- ------------- ------------- ------------- -------------
LIABILITIES
Advances from Harrah's -- -- -- -- -- --
Bank overdrafts (966,627) (25,960) (166,449) (9,162) (282,506) (76,353)
Accrued expenses (193,699) (4,769) (34,901) (1,725) (94,146) (15,499)
Accounts payable (52,016) (11) (7,591) (4) (6,691) (1,547)
------------- ------------- ------------- ------------- ------------- -------------
Total liabilities (1,212,342) (30,740) (208,941) (10,891) (383,343) (93,399)
------------- ------------- ------------- ------------- ------------- -------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 175,533,796 $ 2,260,555 $ 28,517,838 $ 1,803,246 $ 64,813,607 $ 13,203,788
============= ============= ============= ============= ============= =============
The accompanying Notes to Financial
Statements are an integral part of this statement.
<CAPTION>
Fund Information
--------------------------------------------
Non-
Participant
Directed
Fund
------------ -----------
Executive
Life Fund ESOP Fund Loan Fund Total
------------ ----------- ------------ ------------
(Note 5)
<S> <C> <C> <C> <C>
ASSETS
Investments (Notes 1 and 2)
Common stock $ -- $ 14,396,395 $ -- $ 187,122,106
Mutual funds -- -- -- 47,036,033
Bonds -- -- -- 56,805,021
Guaranteed investment
contracts 10,940,544 -- -- 19,853,649
Temporary investments 76,453 -- -- 2,140,337
Receivables
Due from participants
(Note 1) -- -- 21,846,770 21,846,770
Interest and dividends -- -- -- 175,721
Due from Harrah's 45,100 -- -- 237,575
Due (to) from other funds 92,831 (50,819) -- --
Contributions -- 537,441 -- 537,441
Other -- 34,246 -- 36,291
Cash -- 55,708 -- 256,211
------------- ------------- ------------- -------------
Total assets 11,154,928 14,972,971 21,846,770 336,047,155
------------- ------------- ------------- -------------
LIABILITIES
Advances from Harrah's (3,056,000) -- -- (3,056,000)
Bank overdrafts -- -- -- (1,527,057)
Accrued expenses -- -- -- (344,739)
Accounts payable -- (20,046) -- (87,906)
------------- ------------- ------------- -------------
Total liabilities (3,056,000) (20,046) -- (5,015,702)
------------- ------------- ------------- -------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 8,098,928 $ 14,952,925 $ 21,846,770 $ 331,031,453
============= ============= ============= =============
</TABLE>
The accompanying Notes to Financial
Statements are an integral part of this statement.
<PAGE>
<TABLE>
HARRAH'S ENTERTAINMENT, INC.
SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
Fund Information
-------------------------------------------------------------------------------
<CAPTION>
Participant Directed Funds
-------------------------------------------------------------------------------
Income
Company Aggressive Diversified Long-term Investment Treasury
Stock Fund Stock Fund Stock Fund Bond Fund Fund Fund
------------ ---------- ----------- --------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME
Interest $ 167,091 $ 2,729 $ 18,152 $ 3,950 $ 4,063,033 $ 8,764
Dividends - 281,594 222,699 487,722 - 852,043
------------ ----------- ----------- ---------- ------------ -----------
167,091 284,323 240,851 491,672 4,063,033 860,807
REALIZED GAIN ON
INVESTMENTS
Aggregate proceeds 176,823,320 2,285,069 22,733,931 4,773,759 382,169,977 -
Aggregate average cost (123,347,247) (1,953,996) (19,801,212) (4,586,597) (381,528,827) -
------------ ----------- ----------- ---------- ------------ -----------
Net realized gain 53,476,073 331,073 2,932,719 187,162 641,150 -
UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS (34,479,120) 675,878 6,192,843 819,131 3,769,754 -
CONTRIBUTIONS
Participants 12,600,382 933,238 2,383,150 449,623 3,316,793 1,107,898
Company 8,769,684 551,512 1,526,255 235,605 2,418,642 719,084
------------ ----------- ----------- ---------- ------------ -----------
21,370,066 1,484,750 3,909,405 685,228 5,735,435 1,826,982
OTHER
Distributions to
participants and
beneficiaries (14,528,025) (106,902) (2,868,583) (130,710) (7,010,748) (1,975,670)
Transfers between funds (22,763,179) 6,333,753 5,489,055 8,448,867 (2,015,058) 4,475,334
Transfers for spin-off (16,820,769) (1,996,362) (5,522,510) (4,157,672) (6,905,858) (2,753,804)
Administrative expenses (483,416) (40,100) (106,921) (18,450) (478,985) (53,817)
------------ ----------- ----------- ---------- ------------ -----------
NET INCREASE (DECREASE) IN
NET ASSETS AVAILABLE FOR
PLAN BENEFITS (14,061,279) 6,966,413 10,266,859 6,325,228 (2,201,277) 2,379,832
NET ASSETS AVAILABLE FOR
PLAN BENEFITS,
Beginning of year 175,533,796 2,260,555 28,517,838 1,803,246 64,813,607 13,203,788
------------ ----------- ----------- ---------- ------------ -----------
End of year $161,472,517 $ 9,226,968 $38,784,697 $8,128,474 $ 62,612,330 $15,583,620
============ =========== =========== ========== ============ ===========
The accompanying Notes to Financial
Statements are an integral part of this statement.
<CAPTION>
Fund Information
----------------------------------------
Non-
Participant
Directed
Fund
----------- ------------
Executive
Life Fund ESOP Fund Loan Fund Total
----------- ------------ ------------ ------------
(Note 5)
<S> <C> <C> <C> <C>
NET INVESTMENT INCOME
Interest $ - $ 319 $ 1,555,553 $ 5,819,591
Dividends - - - 1,844,058
----------- ------------ ------------ ------------
- 319 1,555,553 7,663,649
REALIZED GAIN ON
INVESTMENTS
Aggregate proceeds - 14,826,674 - 603,612,730
Aggregate average cost - (11,114,433) - (542,332,312)
----------- ------------ ------------ ------------
Net realized gain - 3,712,241 - 61,280,418
UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS - (2,433,756) - (25,455,270)
CONTRIBUTIONS
Participants - - - 20,791,084
Company - 371,642 - 14,592,424
----------- ------------ ------------ ------------
- 371,642 - 35,383,508
OTHER
Distributions to
participants and
beneficiaries (495,602) (1,525,468) - (28,641,708)
Transfers between funds (3,086) (9,714) 44,028 -
Transfers for spin-off (548,938) (844,424) (1,596,056) (41,146,393)
Administrative expenses - 1,229 - (1,180,460)
----------- ------------ ------------ ------------
NET INCREASE (DECREASE) IN
NET ASSETS AVAILABLE FOR
PLAN BENEFITS (1,047,626) (727,931) 3,525 7,903,744
NET ASSETS AVAILABLE FOR
PLAN BENEFITS,
Beginning of year 8,098,928 14,952,925 21,846,770 331,031,453
----------- ------------ ------------ ------------
End of year $ 7,051,302 $ 14,224,994 $21,850,295 $338,935,197
=========== ============ ============ ============
</TABLE>
The accompanying Notes to Financial Statements are an integral
part of this statement.
<PAGE>
<TABLE>
HARRAH'S ENTERTAINMENT, INC.
SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
Fund Information
-----------------------------------------------------------------------------------
Participant Directed Funds
-----------------------------------------------------------------------------------
Income
Company Aggressive Diversified Long-term Investment Treasury
Stock Fund Stock Fund Stock Fund Bond Fund Fund Fund
------------ ---------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME
Interest $ 74,748 $ 145 $ 8,842 $ 102 $ 4,274,148 $ 4,484
Dividends - - 603,276 11,584 - 456,209
------------ ---------- ----------- ---------- ----------- -----------
74,748 145 612,118 11,686 4,274,148 460,693
REALIZED GAIN (LOSS) ON
INVESTMENTS
Aggregate proceeds 17,486,151 - 3,124,163 - 2,879,687 -
Aggregate average cost 5,599,712 - 2,717,751 - 2,971,295 -
------------ ---------- ----------- ---------- ----------- -----------
Net realized gain (loss) 11,886,439 - 406,412 - (91,608) -
UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS (92,596,671) (28,813) (2,382,635) 9,075 (2,262,385) -
CONTRIBUTIONS
Participants 13,313,603 75,217 2,169,629 25,989 3,618,366 754,159
Company 9,058,805 47,402 1,415,552 17,370 2,575,445 621,675
------------ ---------- ----------- ---------- ----------- -----------
22,372,408 122,619 3,585,181 43,359 6,193,811 1,375,834
OTHER
Distributions to
participants and
beneficiaries (13,819,311) (91) (2,121,419) (549) (5,767,763) (1,145,732)
Transfers between funds (12,149,250) 2,173,104 1,222,398 1,741,979 2,482,193 4,539,095
Administrative expenses (675,971) (6,409) (136,023) (2,304) (373,372) (45,847)
------------ ---------- ----------- ---------- ----------- -----------
NET INCREASE (DECREASE) IN
NET ASSETS AVAILABLE
FOR PLAN BENEFITS (84,907,608) 2,260,555 1,186,032 1,803,246 4,455,024 5,184,043
NET ASSETS AVAILABLE FOR
PLAN BENEFITS,
Beginning of year 260,441,404 - 27,331,806 - 60,358,583 8,019,745
------------ ---------- ----------- ---------- ----------- -----------
End of year $175,533,796 $2,260,555 $28,517,838 $1,803,246 $64,813,607 $13,203,788
============ ========== =========== ========== =========== ===========
The accompanying Notes to Financial
Statements are an integral part of this statement.
<CAPTION>
Fund Information
----------------------------------------
Non-
Participant
Directed
Fund
----------- -----------
Executive
Life Fund ESOP Fund Loan Fund Total
----------- ----------- ----------- ------------
(Note 5)
<S> <C> <C> <C> <C>
NET INVESTMENT INCOME
Interest $ 2,875 $ - $ 1,616,847 $ 5,982,191
Dividends - - - 1,071,069
---------- ----------- ----------- ------------
2,875 - 1,616,847 7,053,260
REALIZED GAIN (LOSS) ON
INVESTMENTS
Aggregate proceeds - 1,276,173 - 24,766,174
Aggregate average cost - 693,131 - 11,981,889
---------- ----------- ----------- ------------
Net realized gain (loss) - 583,042 - 12,784,285
UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS - (8,085,372) - (105,346,801)
CONTRIBUTIONS
Participants - - - 19,956,963
Company - 540,119 - 14,276,368
---------- ----------- ----------- ------------
- 540,119 - 34,233,331
OTHER
Distributions to
participants and
beneficiaries (286,300) (1,242,271) - (24,383,436)
Transfers between funds (61,541) 6,646 45,376 -
Administrative expenses - - - (1,239,926)
---------- ----------- ----------- ------------
NET INCREASE (DECREASE) IN
NET ASSETS AVAILABLE
FOR PLAN BENEFITS (344,966) (8,197,836) 1,662,223 (76,899,287)
NET ASSETS AVAILABLE FOR
PLAN BENEFITS,
Beginning of year 8,443,894 23,150,761 20,184,547 407,930,740
---------- ----------- ----------- ------------
End of year $8,098,928 $14,952,925 $21,846,770 $331,031,453
========== =========== =========== ============
The accompanying Notes to Financial
Statements are an integral part of this statement.
<PAGE>
</TABLE>
<TABLE>
HARRAH'S ENTERTAINMENT, INC.
SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1993
Fund Information
---------------------------------------------------------------------------------
Participant Directed Funds
---------------------------------------------------------------------------------
Income
Company Diversified Investment Treasury
Stock Fund Stock Fund Fund Fund
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
NET INVESTMENT INCOME
Interest $ 57,729 $ 11,007 $ 5,417,520 $ 2,834
Dividends - 1,316,933 - 252,130
------------ ----------- ------------ -----------
57,729 1,327,940 5,417,520 254,964
REALIZED GAIN ON
INVESTMENTS
Aggregate proceeds 766,992 7,069,666 13,463,687 -
Aggregate average cost 237,349 5,676,111 13,412,626 -
------------ ----------- ------------ -----------
Net realized gain 529,643 1,393,555 51,061 -
UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS 141,189,725 1,162,165 (372,908) -
CONTRIBUTIONS
Participants 10,272,010 2,218,795 5,018,471 550,236
Company 6,771,138 1,498,809 3,648,463 376,139
------------ ----------- ------------ -----------
17,043,148 3,717,604 8,666,934 926,375
OTHER
Distributions to
participants and
beneficiaries (12,017,273) (1,429,370) (9,271,491) (447,890)
Transfers between funds 33,131,262 (3,497,702) (29,676,055) (1,365,973)
Administrative expenses (237,245) (104,785) (362,359) (25,691)
------------ ----------- ------------ -----------
NET INCREASE (DECREASE) IN
NET ASSETS AVAILABLE
FOR PLAN BENEFITS 179,696,989 2,569,407 (25,547,298) (658,215)
NET ASSETS AVAILABLE FOR
PLAN BENEFITS,
Beginning of year 80,744,415 24,762,399 85,905,881 8,677,960
------------ ----------- ------------ -----------
End of year $260,441,404 $27,331,806 $ 60,358,583 $ 8,019,745
============ =========== ============ ===========
The accompanying Notes to Financial
Statements are an integral part of this statement.
<CAPTION>
Fund Information
------------------------------------------
Non-
Participant
Directed
Fund
----------- -----------
Executive
Life Fund ESOP Fund Loan Fund Total
----------- ----------- ----------- ------------
(Note 5)
<S> <C> <C> <C> <C>
NET INVESTMENT INCOME
Interest $ - $ - $ 1,426,920 $ 6,916,010
Dividends - - - 1,569,063
----------- ----------- ----------- ------------
- - 1,426,920 8,485,073
REALIZED GAIN ON
INVESTMENTS
Aggregate proceeds - 1,358,871 - 22,659,216
Aggregate average cost - 430,639 - 19,756,725
----------- ----------- ----------- ------------
Net realized gain - 928,232 - 2,902,491
UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS - 12,983,985 - 154,962,967
CONTRIBUTIONS
Participants - - - 18,059,512
Company - 1,496,842 - 13,791,391
----------- ----------- ----------- ------------
- 1,496,842 - 31,850,903
OTHER
Distributions to
participants and
beneficiaries (641,197) (1,250,746) - (25,057,967)
Transfers between funds (1,418,656) (14,880) 2,842,004 -
Administrative expenses - - - (730,080)
----------- ----------- ----------- ------------
NET INCREASE (DECREASE) IN
NET ASSETS AVAILABLE
FOR PLAN BENEFITS (2,059,853) 14,143,433 4,268,924 172,413,387
NET ASSETS AVAILABLE FOR
PLAN BENEFITS,
Beginning of year 10,503,747 9,007,328 15,915,623 235,517,353
----------- ----------- ----------- ------------
End of year $ 8,443,894 $23,150,761 $20,184,547 $407,930,740
=========== =========== =========== ============
</TABLE>
The accompanying Notes to Financial
Statements are an integral part of this statement.
<PAGE>
HARRAH'S ENTERTAINMENT, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
NOTE 1 - SUMMARY DESCRIPTION OF THE PLAN
The following description of Harrah's Entertainment, Inc. Savings and Retirement
Plan (the "Plan," formerly The Promus Companies Incorporated Savings and
Retirement Plan) is provided for general information purposes only. Reference
should be made to the Plan Document for a more complete description of the
Plan's provisions.
THE PLAN
Effective June 30, 1995, The Promus Companies Incorporated ("Promus") was split
into two independent public corporations (the "Spin-off"). Promus, which was
renamed Harrah's Entertainment, Inc. ("Harrah's"), retained the casino
entertainment business. Promus' hotel operations were transferred to a newly
created company, Promus Hotel Corporation ("PHC"). The agreements governing the
terms of the Spin-off transaction required that the assets allocable to those
participants in the Plan who became employees of PHC be transferred to a new
savings and retirement plan (the "PHC Plan") which was established for the
benefit of the eligible employees of PHC and its affiliates. Concurrent with the
completion of the Spin-off, the Plan was renamed the Harrah's Entertainment,
Inc. Savings and Retirement Plan. Participants' investments in Promus common
stock through the Company Stock Fund and the ESOP Fund were converted into
investments in the common stock of their employer, either Harrah's or PHC, after
the Spin-off.
The Plan was established by Harrah's effective February 6, 1990, to include
eligible employees of Harrah's and its affiliates (the "Company") for the
primary purpose of allowing these employees to accumulate capital for their
retirement. Participants can contribute either pre-tax payroll dollars (i.e.,
temporary deferral of federal and/or state income taxes) or after-tax dollars to
the Plan, as provided for under Sections 401(k) and 401(m) of the Internal
Revenue Code. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
PLAN INVESTMENT FUNDS
By election of a participant, his or her account balance (comprised of
contributions, Company matching funds and accumulated earnings) can be invested
in one or in a combination of up to six separate funds of the Plan in 10%
increments as follows:
I. Company Stock Fund - invested in Harrah's common stock which provides
a return based on the change in market value of Harrah's common stock,
including any dividends declared thereon;
<PAGE>
NOTE 1 - SUMMARY DESCRIPTION OF THE PLAN (CONTINUED)
II. Aggressive Stock Fund - invested in the Delaware Trend Institutional
Fund, a mutual fund comprised primarily of a mix of common stocks of
emerging and other growth-oriented companies, including securities
convertible to common stocks;
III. Diversified Stock Fund - invested in the State Street Bank Flagship
Fund, an S&P 500 Indexed common/collective trust fund, which provides
a return based on the performance of the stocks included within the
Flagship Fund, including dividends thereon;
IV. Long-term Bond Fund - invested in the Vanguard Long-term Corporate
Portfolio, a mutual fund with investments in a diversified mix of
long-term investment grade bonds;
<PAGE>
V. Income Investment Fund - invested primarily in intermediate-term bonds
issued by corporations and by the US Government and its agencies, as
directed by Western Asset Management Company, the fund's investment
manager, and, to a limited extent, in "guaranteed investment
contracts" issued by major insurance companies; or
VI. Treasury Fund - invested in the Dreyfus Treasury Fund, a money market
mutual fund that invests solely in United States Treasury Department
backed short-term securities issued by the United States Government.
The Plan also includes three other special purpose funds, as follows:
VII. Executive Life Fund - segregates the assets and participants' equity
accounts related to the investment in Executive Life Insurance
Company's guaranteed investment contract. See Note 5 - Executive Life
Investment for further details.
VIII. ESOP Fund - accounts for special contributions by Harrah's of its
common stock or cash equivalents to eligible employees. The ESOP Fund
was established within the Plan to serve as a means to monitor the
accounts and records of the participants. Participants are not allowed
to make contributions to their ESOP account and distributions can be
made only after a participant terminates employment.
IX. Loan Fund - separately tracks loans to participants as provided for
under the Plan. See "How To Borrow Money" in the Summary Plan
Description for further details.
Occasionally, the Funds hold cash on a temporary basis pending investment or
withdrawals. Cash balances are invested in temporary investments.
PLAN ADMINISTRATION
The general administration of the Plan is the responsibility of its Trustees,
who are appointed by the Human Resources Committee of the Harrah's Board of
Directors, and who act as the Plan Administrator. The Trustees perform the
duties and exercise the authority set forth in the Plan and Trustee
<PAGE>
NOTE 1 - SUMMARY DESCRIPTION OF THE PLAN (CONTINUED)
Agreements. The Trustees have delegated certain of their authority to
individuals for purposes of day-to-day administration.
EMPLOYEE ELIGIBILITY, VESTING AND TERMINATION
Employees of the Company become eligible to join the Plan on the first entry
date (January 1 or July 1) following completion of 12 months during which the
employee is credited with at least 1,000 hours of service. Participants vest in
Company matching contributions over seven calendar years of credited service as
follows:
Vested
Years of Credited Service Percentage
------------------------- ----------
One 10
Two 20
Three 30
Four 40
Five 60
Six 80
Seven 100
An employee's active participation in the Plan ceases upon separation of service
at which time his or her vested account balance can either be withdrawn or
remain in the Plan according to the Plan Document.
PLAN EXPENSES
As sponsor of the Plan, Harrah's, through its wholly-owned subsidiary Harrah's
Operating Company, Inc. ("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, rent, various service
charges and other direct costs of operation. The Plan reimbursed HOC for these
costs in the amounts of approximately $1.2 million, $1.2 million and $0.7
million for 1995, 1994 and 1993, respectively. Such costs are included in
administrative expenses in the accompanying statements of changes in net assets
available for plan benefits.
PARTICIPANTS' CONTRIBUTIONS AND WITHDRAWALS
Participants can elect to make basic contributions ranging from two to six
percent of their eligible earnings, as defined. These contributions are then
matched by the Company. If a non-highly compensated participant is making basic
pre-tax contributions of six percent of his earnings to the Plan, the
participant could elect to make supplemental contributions of up to an
additional 10% of which 8% can be pre-tax dollars. Highly compensated employees
could contribute an additional 10% of after-tax dollars as supplemental
contributions. The Company will match the first six percent of all participants'
contributions.
Participants' contributions, vested matching Company contributions and related
income may be withdrawn by giving 30 days written notice subject to Plan and
Internal Revenue Service rules. In-service withdrawals of pre-tax contributions
are subject to hardship rules if the withdrawal occurs before age 59 1/2.
Withdrawal of basic after-tax and matching contributions will not prohibit
participants from making further contributions; however, if these contributions
or any other funds are withdrawn, the Company will not match subsequent
contributions for six months. Supplemental after-tax contributions and any
earnings thereon may be withdrawn without this penalty. If a
<PAGE>
NOTE 1 - SUMMARY DESCRIPTION OF THE PLAN (CONTINUED)
participant ceases to make contributions to the Plan, the participant's equity
may remain constant, except for allocation of earnings, gains and losses on the
Plan's investments.
ALLOCATION OF FORFEITURES AND NET PLAN INCOME
As required by the Plan, forfeited amounts attributed to non-vested Company
matching contributions of terminated employees will not be reallocated to
remaining participants for a period of five years. Employees who return to
service within that period will be credited, subject to further vesting, at the
date of rehire with the unallocated equity amount. The total amount of potential
forfeitures of terminated non-vested participants at December 31, 1995 was
approximately $2.1 million. Forfeitures are allocated to active participants
based upon their total basic contributions for the year. The Plan Administrator
reallocated approximately $0.5 million, $0.7 million and $0.7 million of
forfeited funds during 1995, 1994 and 1993, respectively.
Net Plan income (i.e. unrealized appreciation/depreciation of investments,
dividend and interest income, and realized gains or losses on the sale of
investments) is allocated monthly to active participants based upon the
individual's prior month-end equity balance. For purposes of calculating the
realized gains or losses on investments, the Plan uses a cumulative average cost
per share.
LOANS
Loans may be made to participants upon written application to the Plan
Administrator. All loans, other than those used to acquire or construct the
principal residence of the participant, shall be repaid within five years. The
minimum amount that may be borrowed is $500. The balance of loans outstanding
under the Plan to a participant may not exceed $50,000 (which maximum is subject
to reduction if another loan is outstanding) or one-half of the vested balance
of the participant's account, whichever is less. Loans bear interest at a rate
set by the Plan Administrator, and are secured by the account balance of the
participant equal to the outstanding loan amount. Principal and interest paid by
a participant are credited to the participant's account. At both December 31,
1995 and 1994, these loans had interest rates ranging from 7.5% to 9.5%.
ACCOUNTING POLICIES
The American Institute of Certified Public Accountants issued Statement of
Position 94-4 ("SOP 94-4"), "Reporting of Investment Contracts Held by Health
and Welfare Benefit Plans and Defined-Contribution Pension Plans," effective for
fiscal years beginning after December 15, 1994. The application of SOP 94-4 to
investment contracts entered into before December 31, 1993, is delayed to plan
years beginning after December 15, 1995. SOP 94-4 changes the Plan's reporting
for certain investment contracts (as defined in SOP 94-4) from contract value to
fair market value.
Since all investment contracts held by the Plan were entered into prior to
December 31, 1993, the Plan will implement SOP 94-4 during 1996. Management
believes that the impact of implementation will not be significant to the Plan.
<PAGE>
NOTE 1 - SUMMARY DESCRIPTION OF THE PLAN (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the amounts of income and expenses during the reporting period. Actual results
could differ from those estimates.
RECLASSIFICATION
Certain prior year amounts have been reclassified to conform to the current year
presentation.
NOTE 2 - VALUATION OF INVESTMENTS
The guaranteed investment contracts are stated at contract value. The aggregate
fair market value of the guaranteed investment contracts is approximately $9.6
million at December 31, 1995. Investments in securities, common/collective trust
funds and mutual funds are stated at market values on the last business day of
the plan year.
NOTE 3 - INVESTMENTS
The fair market values of individual investments that represent 5% or more of
the Plan's total net assets as of December 31, 1995 and 1994 are as follows:
1995 1994
--------------- --------------
Harrah's Common Stock $171,918,946 $187,122,105
Dreyfus Treasury Fund 17,092,695 --
State Street Bank Flagship Fund 36,722,025 --
Loans to Participants 21,850,295 21,845,770
NOTE 4 - EXCESS CONTRIBUTIONS
Certain plan participants received a refund of a portion of their contributions
and attributable earnings totaling approximately $53,000, $63,000 and $68,000 in
1995, 1994 and 1993, respectively. These refunds were paid in accordance with
Internal Revenue Code Section 401(m) which requires that certain
nondiscriminatory tests related to the overall composition of participants'
contributions be met and Section 415 which requires annual contributions not to
exceed 25% of the participant's compensation, as defined.
NOTE 5 - EXECUTIVE LIFE INVESTMENT
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 is finally paid out. The
$12.9 million represented the book value of this contract as of March 31, 1991.
The action was taken by the Company due to the conservatorship imposed on
Executive Life by the State of California Insurance Commissioner. The Company
has agreed to pay to the Plan any deficiency
<PAGE>
NOTE 5 - EXECUTIVE LIFE INVESTMENT (CONTINUED)
between the $12.9 million and any amounts finally paid under the contract. The
Company has also agreed to make interest free loans to the Plan, which are to be
repaid out of any amounts received under the contract, so that persons who leave
or who have already left the Company's employment may withdraw the vested
portion of the Executive Life guaranteed investment contract, as well as other
vested funds. Amounts loaned to the Plan are reflected in the accompanying
statements of net assets available for plan benefits as Advances from Harrah's.
On September 3, 1993, the California Department of Insurance closed on a
rehabilitation transaction with Aurora National Life Insurance Company
("Aurora"), whereby substantially all Executive Life assets and restructured
liabilities were transferred to Aurora. Additionally, on September 3, 1993,
Aurora made a payment of $1,864,150 to the Plan which reduced the principal of
the Executive Life contract. Of this payment, $414,829 was paid to Harrah's to
reduce the Advances from Harrah's balance. The remaining amount was used to
unfreeze part of the Executive Life Fund for each participant on a pro-rata
basis.
On February 4, 1994, the Plan elected to participate in an ongoing
rehabilitation plan offered by Aurora. This plan provides for recovery of a
minimum of 77.7% of the March 31, 1991 book value.
Under the Plan Amendment that governs the Executive Life contract, non-benefit
responsive distributions are allocated pro-rata among the remaining participants
(based upon their investment in the contract) and to the Company (based on the
Plan's payable to the Company). Benefit responsive distributions are allocated
to the Company as the Company previously loaned the Plan the funds for the
distributions. In April 1995, Aurora began honoring requests for distributions
for terminated participants, as well as for hardship withdrawals. Harrah's
remains liable to the Plan for any deficiency between the book value and amounts
ultimately received. The restructured contract matures on September 3, 1998, and
is presently earning interest at approximately 5%.
At December 31, 1995, the plan had a payable to the Promus Hotel Corporation
Savings and Retirement Plan for that plan's portion of the Executive Life
contract. (See Note 1.) The Plan expects the contract to be split into two
separate contracts in 1996.
NOTE 6 - PLAN QUALIFICATION
The Plan is intended to satisfy the tax qualification requirements under Section
401(a) of the Internal Revenue Code; therefore, the trust funds of the Plan are
intended to be exempt from federal income taxes under Section 501(a). A
favorable determination letter regarding the Plan's status, dated November 19,
1992, has been received from the Internal Revenue Service.
NOTE 7 - PLAN TERMINATION
Although it has not expressed any intent 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 of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
<PAGE>
NOTE 8 - RECONCILIATION TO FORM 5500
As of December 31, 1995 and 1994, the Plan had approximately $2 million and $0.5
million, respectively, of pending distributions to participants who elected to
withdraw from the Plan. These amounts are recorded as a liability in the Plan's
Form 5500; however, these amounts are not recorded as a liability in the
accompanying statement of net assets available for plan benefits in accordance
with generally accepted accounting principles.
The following table reconciles net assets available for plan benefits per the
financial statements to the Form 5500 as filed by the Company for the years
ended December 31, 1995 and 1994:
<TABLE>
<CAPTION>
Net Assets Net Assets
Benefits Available for Available for
Payable to Plan Benefits Plan Benefits
Participants Benefits Paid December 31, 1994 December 31, 1995
------------ ------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Per financial
statements $ -- $ 28,641,708 $ 331,020,664 $ 338,750,395
Accrued benefit
payment 2,000,000 2,000,000 (500,000) (2,000,000)
Reversal of 1994
accrual for
benefit payment -- (500,000) -- --
- ----------------------- ------------- ------------- ----------------- -----------------
Per Form 5500 $ 2,000,000 $ 30,141,708 $ 330,520,664 $ 336,750,395
============= ============= ================= =================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT I
PAGE 1 OF 3
HARRAH'S ENTERTAINMENT, INC.
SAVINGS AND RETIREMENT PLAN
SCHEDULE OF INVESTMENTS
AS OF DECEMBER 31, 1995
<CAPTION>
Contract/
Cost Fair Value
------------ ------------
<S> <C> <C>
HARRAH'S COMMON STOCK
ESOP* $ 9,336,278 $ 13,861,665
Stock Fund* 99,267,631 158,057,281
------------ ------------
108,603,909 171,918,946
PROMUS HOTEL COMMON STOCK
Stock Fund* 2,267,419 2,106,474
------------ ------------
110,871,328 174,025,420
------------ ------------
MUTUAL FUNDS
Delaware Trend Institutional Fund 7,243,543 8,007,657
Dreyfus Treasury Fund 17,092,695 17,092,695
Fidelity Institutional Cash, U.S. Government Portfolio 1,128,109 1,128,109
Vanguard - Long-term Corporate Bonds 6,765,668 7,514,110
------------ ------------
32,230,015 33,742,571
------------ ------------
COMMON/COLLECTIVE TRUST FUND
State Street Bank Flagship Fund 28,779,462 36,722,025
------------ ----------
GUARANTEED INVESTMENT CONTRACTS
Life Insurance Company of Georgia 1,685,578 2,045,697
Executive Life Insurance Company 9,451,578 9,451,578
------------ ------------
11,137,156 11,497,275
------------ ------------
CORPORATE SECURITIES
Capital One Master 1995-4 CL A, 6.09%, dtd 12/15/95,
due 12/15/00 500,000 500,000
Champion Home Equity Loan Ser 1995 - 2 CL A2, Var Rt,
dtd 5/1/95, due 5/25/50 782,468 787,723
Contimortgage Home Equity Loan TR Ser 1995 - 1 CL A2A,
8.6%, dtd 2/23/95, due 2/15/10 904,531 929,551
First Boston Mtg Sec Corp Ser A CL 10, 9.488%,
dtd 3/1/87, due 5/16/18 457,386 420,522
First Boston Mtg Sec Corp Ser A CL OA, dtd
3/1/87, due 5/16/18 1,230,934 1,198,647
Ford Motor Credit Corp Notes, 7.75%, due 11/15/02 1,232,539 1,264,446
Heller Financial Corp Notes, 9.375%, dtd 3/31/91,
due 3/15/98 1,066,020 1,074,870
Lehman Bros Hldgs, 7.375%, dtd 5/18/95, due 5/15/07 1,796,809 1,861,149
Lehman Bros Mtg TR Ser 1990 - 5 CL A1, Adj Rt,
dtd 9/1/90, due 10/25/20 1,869,688 1,871,995
Mid-State Trust II Mtg Backed Note CL A-4, 9.625%,
dtd 4/1/88, due 4/1/03 P/Q 1,235,287 1,236,680
Old Stone Credit Corp Home EQ TR Ser 1992 - 3 CL A2,
6.30%, dtd 8/25/92, due 9/25/07 133,875 140,374
USL Capital Corp MTN, 7.76%, dtd 3/29/95, due 3/29/02 936,004 964,525
RJR Nabisco Inc. Notes, 8.75%, dtd 8/19/93, due 8/15/05 1,219,536 1,231,500
Standard Credit Card TR Ser 1995 - 9 CL A, 6.55%,
dtd 10/13/95, due 10/7/07 899,325 928,152
</TABLE>
<PAGE>
<TABLE>
EXHIBIT I
PAGE 2 OF 3
HARRAH'S ENTERTAINMENT, INC.
SAVINGS AND RETIREMENT PLAN
SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF DECEMBER 31, 1995
<CAPTION>
Contract/
Cost Fair Value
----------- -----------
<S> <C> <C>
CORPORATE SECURITIES (CONTINUED)
The Money St HET Ser 95 CL A, 8.00%, dtd 3/1/95,
due 9/15/05 $ 604,676 $ 608,608
The Money Store Home Equity TR Ser 1995 - A2 CL A7,
Fltg Rt, dtd 3/30/95, due 6/15/25 914,715 912,423
TCI Communications Inc., Var Rt, dtd 9/13/95, due 9/15/10 900,000 914,670
Time Warner Inc., 7.975%, dtd 8/15/95, due 8/15/04 1,473,165 1,499,813
YPF Sociedad Anonima, 7.50%, dtd 10/26/95, due 10/26/02 831,871 844,015
----------- ----------
18,988,829 19,189,663
----------- -----------
US GOVERNMENT AND AGENCY SECURITIES
US Treasury Bond, 12%, dtd 8/15/83, due 8/15/13 1,238,039 1,373,815
US Treasury Bond, 11.625%, dtd 10/30/84, due 11/15/04 1,573,705 1,639,266
US Treasury Note, 7.125%, dtd 9/30/94, due 9/30/99 8,247,867 8,302,980
US Treasury Note, 7.75%, dtd 1/31/95, due 1/31/00 4,116,602 4,355,705
US Treasury Note, 6.875%, dtd 2/28/95, due 2/28/97 1,225,506 1,251,025
US Treasury Note, 5.625%, dtd 10/31/95, due 10/31/97 399,309 403,000
US Treasury Note, 5.75%, dtd 10/31/95, due 10/31/00 1,001,719 1,014,690
US Treasury Note, 5.875%, dtd 11/15/95, due 11/15/05 7,171,620 7,326,036
US Treasury Note, 5.625%, dtd 11/30/95, due 11/30/00 1,150,000 1,160,419
US Treasury Bill, due 1/18/96 197,482 197,482
FHLMC Multiclass Mtg Partn CTFS GTD Remic TR
Ser 1134 Cl 1, Fltg Rt, dtd 9/15/91, due 9/15/96 655,798 628,458
FHLMC Multiclass Mtg Partn CTFS GTD Remic TR
Ser 1345 CL A, dtd 7/1/92, due 7/15/22 322,911 331,191
FNMA GTD Remic Pass Thru CTG Remic TR Ser 4 Cl 2
Strip, 9.50%, dtd 3/1/87, due 2/25/17 100,965 104,878
FNMA Pool #303323, 9.00%, dtd 4/1/95, due 4/1/25 793,219 813,421
GNMA Pool #008643, Adj Rt, dtd 6/1/95, due 6/20/25 739,601 742,775
Resolution Trust Corp Ser 1991 - 3 CL 3A, Fltg Rt,
dtd 8/1/91, due 8/25/21 480,449 496,886
Resolution Trust Corp Ser 1991 - 4 CL B, Adj Rt,
dtd 8/1/91, due 2/25/21 786,558 810,383
Resolution Trust Corp Ser 1991 - 6 CL A1, Adj Rt,
dtd 9/1/91, due 5/25/19 325,442 327,547
Resolution Trust Corp Ser 1991 - 7 CL A, 7.75%,
dtd 9/1/91, due 12/25/18 733,429 741,238
Resolution Trust Corp Ser 1991 - 11 CL 3A, Adj Rt,
dtd 10/1/91, due 10/25/21 646,078 649,409
Resolution Trust Corp Ser 1991 - 15 CL A2, Fltg Rt,
dtd 10/1/91, due 7/25/20 2,515,687 2,584,762
Resolution Trust Corp Ser 1991 - M6 CL A2, Fltg Rt,
dtd 12/1/91, due 6/25/21 1,849,924 2,032,126
Resolution Trust Corp Ser 1992 - 3 CL A1, Adj Rt,
dtd 2/1/92, due 11/25/21 904,679 906,085
Resolution Trust Corp Ser 1992 - M4 CL A2, Fltg Rt,
dtd 5/1/92, due 9/25/21 1,093,812 1,114,328
US Ver Affairs GTD Remic Pass Thru Vendee Mtg
Ser 1995 - 3 CL A, 7.25%, dtd 9/1/95, due 10/25/10 1,426,031 1,428,980
----------- -----------
39,696,432 40,736,885
----------- -----------
</TABLE>
<PAGE>
EXHIBIT I
PAGE 3 OF 3
HARRAH'S ENTERTAINMENT, INC.
SAVINGS AND RETIREMENT PLAN
SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF DECEMBER 31, 1995
Contract/
Cost Fair Value
------------ ------------
LOANS TO PARTICIPANTS, 7.5% to 9.5% N/A $ 21,850,295
------------ ------------
OTHER
EURO Futures Contract, Exp. 12/18/95, settled 1/96 $ 9,555 9,100
EURO Futures Contract, Exp. 1/12/96 4,950 750
EURO Futures Contract, Exp. 12/16/95, settled 1/96 5,735 5,735
------------ ------------
20,240 15,585
------------ ------------
TEMPORARY INVESTMENTS
Fidelity Money Market Trust 4,197,687 4,197,687
------------ ------------
TOTAL INVESTMENTS $245,921,149 $341,977,406
============ ============
* Represents a party-in-interest transaction.
<PAGE>
<TABLE>
EXHIBIT II
HARRAH'S ENTERTAINMENT, INC.
SAVINGS AND RETIREMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
Current
Value of
Cost of Assets on
Purchase Selling Assets Transaction
Description Price Price Sold Date Gain
- ------------------------------------------------------- ------------ ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
Harrah's Entertainment, Inc. common stock*
Purchases/sales $ 57,909,222 $ 8,734,347 $ 4,651,919 $ 8,734,347 $ 4,082,428
Fidelity Money Market Trust
Purchases/sales 73,489,900 71,630,900 71,630,900 71,630,900 --
State Street Bank Flagship Fund
Purchases/sales 20,001,000 1,465,369 1,125,520 1,465,369 339,849
Promus Hotel Corporation common stock*
Purchases/sales 52,269 61,943,351 27,209,208 61,943,351 34,734,143
US Treasury Note, 7.5%, 02/15/95
Purchases/sales 42,614,072 42,830,423 42,820,003 42,830,423 10,420
US Treasury Note, 6.5%, 8/15/95
Purchases/sales 22,882,344 22,920,684 22,878,028 22,920,684 42,656
Fidelity Institutional Cash
Purchases/sales 174,217,762 173,089,653 173,089,653 173,089,653 --
CGM Mutual Fund
Purchases/sales 1,216,579 18,693,411 16,100,544 18,693,411 2,592,867
</TABLE>
* Represents a party-in-interest transaction.
<PAGE>
Signature
---------
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees have 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
By: /s/ MICHAEL N. REGAN
DATED: JUNE 27, 1996
---------------------------------
MICHAEL N. REGAN
Authorized Trustee of the Plan and
Vice President and Controller of
Harrah's Entertainment, Inc.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report dated June 7, 1996, included in this
Form 11-K for the year ended December 31, 1995, into Harrah's
previously filed Registration Statement File No. 33-59975. It
should be noted that we have not audited any Financial Statements
of the Plan subsequent to December 31, 1995, or performed any audit
procedures subsequent to the date of our report.
ARTHUR ANDERSEN LLP
Memphis, Tennessee,
June 27, 1996.
