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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 29, 2000
Commission file number 1-11609
TOYS "R" US, INC.
Incorporated pursuant to the Laws of Delaware
Internal Revenue Service - Employer Identification No. 22-3260693
225 Summit Avenue, Montvale, New Jersey 07645
(201) 802-5000
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- --------------------------------------------
Common Stock, $.10 par value New York Stock Exchange
Registrant has filed all reports to be filed by Section 13 or 15(d) of the
Securities Exhange Act of 1934 during the preceding 12 months and has been
subject to such filing requirements for the past 90 days.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
At April 10, 2000, the aggregate market value of voting stock held by
non-affiliates was $3,216,995,592 based on the 224,768,251 shares of Common
Stock which were outstanding at that date.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the fiscal year
ended January 29, 2000 are incorporated by reference into Parts I and II of this
Form 10-K.
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held June 7, 2000 are incorporated by reference into Part III
of this Form 10-K.
INDEX
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PAGE
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PART I.
Item 1. Business ...................................................... 2
Item 2. Properties .................................................... 9
Item 3. Legal Proceedings ............................................. 10
Item 4. Submission of Matters to a Vote of Security Holders ........... 11
PART II.
Item 5. Market for the Registrant's Common Stock
and Related Stockholder Matters ....................... 11
Item 6. Selected Financial Data ....................................... 11
Item 7. Management's Discussion and Analysis of
Results of Operations and Financial Condition ......... 11
Item 7a. Qualitative and Quantitative Disclosures About Market Risk .... 11
Item 8. Financial Statements and Supplementary Data ................... 12
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure ................ 12
PART III.
Item 10. Directors and Executive Officers of the Registrant ............ 13
Item 11. Executive Compensation ........................................ 15
Item 12. Security Ownership of Certain Beneficial
Owners and Management ................................. 15
Item 13. Certain Relationships and Related Transactions ................ 16
PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K ........................................... 16
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PART I
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ITEM 1. BUSINESS
Toys "R" Us, Inc. and its subsidiaries (the "company") is the world's
leading resource on kids, families and fun, bringing toys, apparel and baby
needs to children and their families. As of January 29, 2000, the company was
engaged in the operation of 1,548 retail stores consisting of 1,086 United
States locations comprised of 710 toy stores under the name "Toys "R" Us," 205
children's clothing stores under the name "Kids "R" Us," 131 infant-toddler
stores under the name "Babies "R" Us", and 40 educational specialty stores under
the name "Imaginarium." Internationally, the company operates 462 toy stores,
including franchise and joint venture stores, under the name "Toys "R" Us." The
company also sells merchandise through its Internet sites at www.toysrus.com and
www.imaginarium.com and through mail order catalogues. The company is
incorporated in the state of Delaware.
(a) General Development of the Business
Acquisition of Imaginarium Toy Centers, Inc.
On August 20, 1999, the company acquired all of the capital stock of Imaginarium
Toy Centers, Inc., ("Imaginarium") a leading educational specialty retailer, for
approximately $43 million in cash and the assumption of certain liabilities. The
company believes this acquisition will accelerate its strategy to establish a
leadership position in the learning and educational category by incorporating
"Imaginarium" sections into certain existing and future C-3 format stores. This
new division operated 40 leased store locations in 13 states under the
"Imaginarium" brand name as of January 29, 2000. The company accounted for the
acquisition under the purchase method of accounting and the results of
Imaginarium operations have been combined with those of the company from the
date of acquisition. The operating results of Imaginarium from the date of
acquisition are not material to the overall results of the company.
On-line Retailing Strategic Initiatives
The company announced several major strategic initiatives regarding on-line
retailing, as part of the company's strategy to become a global leader in the
on-line retail market for toys and children's products. Although on-line sales
currently represent only a very small percentage of the overall toy business, it
is a rapidly growing retail channel. Over the next five years, the number of
on-line users around the world are forecasted to increase more than three-fold
to over 400 million. The key initiatives included the establishment of
Toysrus.com as a separate subsidiary of the company, a partnership with SOFTBANK
Venture Capital and affiliates that included an investment of $57 million in
Toysrus.com, and the acquisition of a 500 thousand square foot distribution
center dedicated solely to the fulfillment of orders placed by on-line
customers. Toysrus.com also plans to add two additional distribution centers in
time for the 2000 Holiday season. During the last few months of 1999,
Toysrus.com became one of the fastest growing web sites on the Internet. The
company plans to continue strategic investments in Toysrus.com to capitalize on
the company's brand names, brick and mortar assets, and SOFTBANK's internet
expertise to achieve the goal of making Toysrus.com a global leader in the
on-line retail market for toys and children's products. For further discussion
of Toysrus.com
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refer to Management's Discussion and Analysis of Results of Operations and
Financial Condition on pages 21 to 24 in the company's 1999 Annual Report.
Restructuring and Other Charges
During 1998, the company announced strategic initiatives to reposition its
worldwide business. These strategic initiatives included the reformatting of its
toy stores in the United States into the company's new C-3 format, the closing
of nine underperforming toy stores in the United States and the restructuring of
the company's International operations, including the closing and/or disposition
of approximately 50 toy stores, primarily in Continental Europe. The strategic
initiatives also included the planned conversion of approximately 28 existing
toy stores in the United States into Toys "R" Us/Kids "R" Us combo stores in the
C-3 format in conjunction with the closing of approximately 31 nearby Kids "R"
Us stores. The strategic plans also included the closing of several distribution
centers and administrative offices worldwide with their functions absorbed
within the remaining support structure. Finally, the company recorded certain
changes in accounting estimates and provisions for legal settlements. All of the
foregoing resulted in charges of $353 million ($279 million net of tax benefits,
or $1.05 per share) in 1998.
As of January 29, 2000, the company had closed two underperforming toy
stores in the United States, had reached agreements to close four other such
stores, and was actively marketing the remaining stores to be closed. With
regard to the closing and/or disposition of International toy store locations,
33 such locations have been closed as of January 29, 2000. The company is
continuing to actively negotiate for the closure or other disposition of the
remaining identified International locations. As of January 29, 2000, 11 Kids
"R" Us stores have been closed as part of the restructuring announced in 1998.
The company is continuing to actively market the remaining Kids "R" Us locations
identified as part of the restructuring. In addition, the company closed four
distribution centers and seven area offices in the United States since these
strategic initiatives were announced.
In 1998, the company also announced markdowns and other charges of $345
million ($229 net of tax benefits, or $0.86 per share). A significant portion of
these charges related to markdowns required to clear excess inventory from
stores. These markdowns were intended to enable the company to achieve its
optimal inventory assortment and streamline systems so that it could proceed
with the C-3 conversions on a more efficient basis. In addition, the company
recorded markdowns relating to the store closings discussed above and charges to
cost of sales relating to inventory system refinements and changes in accounting
estimates. As of January 29, 2000, the unutilized portion of these announced
markdowns and other charges totaled $14 million. These unused reserves are
expected to be utilized in 2000 as a result of certain store closing activities.
The implementation of the strategic initiatives, markdowns and other
charges described above are expected to have a significant positive effect on
the company's Economic Value Added or "EVA(R)". EVA(R) is the management system
adopted by the company to determine whether its business initiatives and
investments provide an adequate return on investment. The strategic initiatives,
markdowns and other charges are also expected to result in continuing
improvement to the company's free cash flow and increase operating earnings.
Details on the components of the charges mentioned above as well as the related
update to the restructuring plan are described in the Notes to the Consolidated
Financial Statements on pages 33 and 34 of the company's 1999 Annual Report, as
well as in Management's Discussion and Analysis of
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Results of Operations and Financial Position on page 22 of the company's 1999
Annual Report, which sections are incorporated herein by reference.
The company has completed its restructuring program that was announced in
1995, with the exception of long-term lease commitment reserves that will be
utilized until such obligations expire.
The company believes that reserves are adequate to complete the
restructuring and other programs described above.
Acquisition of Baby Superstore, Inc.
On February 3, 1997, the company acquired Baby Superstore, Inc. ("Baby
Superstore") in a tax-free exchange of common stock valued at approximately $376
million. The Baby Superstore acquisition was accounted for as a purchase for
financial reporting purposes. For a further discussion of the company's
infant-toddler stores, see "Item 1. Business - Narrative Description of the
Business - Babies "R" Us."
(b) Financial Information About Industry Segments
Information about industry segments, as set forth in the Notes to the
Consolidated Financial Statements on page 33 of the company's 1999 Annual
Report, is incorporated herein by reference.
(c) Narrative Description of the Business
Toys "R" Us - United States
Toys "R" Us - United States ("Toys "R" Us") operates in 49 states and
Puerto Rico and sells toys, games, bicycles, sporting goods, VHS video tapes,
electronic and video games, small pools, books, infant and juvenile furniture
and similar items and electronics, as well as educational and entertainment
computer software for children. The overall merchandising philosophy of Toys "R"
Us is the development of strong consumer recognition and acceptance of its name
by the use of mass media advertising that promotes its broad selection and value
offered. The company will also continue brand power enhancements by seeking
vendor alliances for dual marketing and optimal product placements in the
stores, and by seeking promotional alliances such as the sponsorships of Major
League Baseball and the Women's World Cup Soccer Team Victory Tour in 1999. Toys
"R" Us will also continue to promote itself as an event destination by
continuing such events as Pokemon Leagues in our stores.
The merchandising strategy going forward for Toys "R" Us is to strengthen
its core business (top 1,500 selling items) to allow consistent comparable store
for store sales growth and to lessen the dependence on "hot" merchandise items
to drive sales growth. By focusing on the core business, the company hopes to
strengthen its relationships with vendors by allowing vendors to better plan
production and meet agreed upon delivery timetables. Ensuring a sufficient
supply of core business items will allow the company to satisfy consumer demand
for these items and maximize sales.
Currently, most Toys "R" Us stores conform to a traditional 45,000 square
feet prototype design, with 30,000 and 20,000 square feet stores existing in
smaller markets, and are generally freestanding units or located in strip malls.
Of the 710 stores currently operated by Toys "R" Us,
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287 are in the traditional format, 170 are in the company's new C-3 format, 90
are designed in the company's "Concept 2000" format and 163 additional stores
have retrofitted C-3 "front-ends". The company also plans to convert
approximately 70 existing Toys "R" Us traditional format stores into Toys "R"
Us/Kids "R" Us C-3 combo stores in 2000. A combo store is a Toys "R" Us store
with approximately 5,000 square feet dedicated to apparel. Kids "R" Us personnel
are responsible for the operation of the apparel section within the combo store.
As of January 29, 2000, Kids "R" Us personnel oversaw the operation of apparel
sections in 90 Toys "R" Us/Kids "R" Us combo stores. There were 62 combo stores
as of January 29, 2000, which are a subset of the 287 traditional format Toys
"R" Us stores noted above. As of January 29, 2000, there were 28 C-3 combo
stores that are a subset of the 170 new C-3 format stores noted above.
The company's strategic initiative to convert existing Toys "R" Us stores
into C-3 format stores is intended to make the Toys "R" Us stores easier to shop
and present merchandise in a more dynamic selling environment. The C-3 store
layout creates wider aisles, more feature opportunities and end-caps, more
shops, and logical category adjacencies to improve shopping patterns as compared
with the traditional Toys "R" Us format. The C-3 sales floor is extended by 20%
and has a one-third reduction in the size of the backroom. The company plans to
refine the C-3 format in 2000 and has implemented a 16 store test program. The
test program includes experimenting with new concepts such as "store within a
store" like Imaginarium shops and a "Teentronics" shop (electronic products
aimed at teenagers), exclusive product areas featuring items such as "Animal
Planet" merchandise and enhanced training for store associates in product
knowledge, sales and service. The test program will also include more selling
specialist employees available to enhance the shopping experiences for our
guests. All new toy stores in the United States will be formatted in the C-3
store concept.
The company also introduced the merchandise "world" concept in Toys "R" Us
stores in 1999. Each "world" has a unique customer franchise from juvenile to R
Zone electronics and video products. Each "world" established its own business
plan and has a complete support team to develop its business from product
sourcing to advertising and promotion. The "worlds" presently are:
o R Zone (video, electronics, computer software, related products)
o Action Central (vehicles, action figures, etc.)
o Dolls and Dress up (collectibles, accessories and lifestyle products)
o Seasonal (Christmas, Halloween, Summer, bikes, sports, playsets, etc.)
o Juvenile (baby products and newborn to age 4 apparel)
o Learning Center (educational and developmental products, accessories,
games and puzzles)
Toys "R" Us opened seven new toy stores while closing one store in 1999.
The company utilizes demographic data to determine which markets to enter. This
year the company will focus on continuing to refine the C-3 store concept rather
than on opening new stores. The number of C-3 stores that will be refined
depends on the outcome of the previously discussed 16 store C-3 refinement test
program.
Toys "R" Us believes the flexibility afforded by its
warehouse/distribution system and by ownership of a majority of its own fleet of
trucks to distribute merchandise provides maximum efficiency and capacity,
particularly in light of the seasonality of its business. Toys "R" Us utilizes a
computerized inventory system which allows management to constantly monitor the
current activity and inventory in each region and in each store. This system
permits management
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to allocate merchandise to each store and keep the stores adequately stocked at
all times. Furthermore, the company has accelerated the implementation of its
major initiative to improve its supply chain management, which is aimed at
optimizing its inventory assortment and presentation. In addition, the company
is expanding its automated replenishment system to maximize inventory turnover.
The distribution centers employ state of the art warehouse management
systems, radio frequency technology and material handling equipment that help to
minimize overall inventory levels and distribution costs while maintaining
optimal in-stock positions at the store level. The company will utilize these
state of the art warehouse systems to allow certain distribution centers to
service more stores than they presently service. This will allow the company to
distribute merchandise more efficiently in 2000. Certain product processing and
ticketing activities are performed at the distribution centers to improve labor
efficiency and to allow store employees to concentrate on guest service and
store presentation.
Toys "R" Us - International
Toys "R" Us - International ("International") operates or franchises toy
stores in 26 countries outside the United States. These stores generally conform
to traditional prototypical designs similar to those used by Toys "R" Us.
International also employs computerized inventory systems similar to those
utilized by Toys "R" Us. International added 41 new toy stores, including 21
franchise stores while closing 31 stores in 1999. Utilizing demographic data to
determine which markets to enter, the company plans to add approximately 30 new
toy stores in 2000, including approximately 10 franchise stores. The company
also plans to close approximately 15 underperforming International toy stores in
2000 as part of the company's strategic restructuring initiatives to reposition
its worldwide business.
On March 20, 2000, the company announced the initial public offering
("IPO") in Japan of shares of Toys "R" Us - Japan, Ltd. ("Toys - Japan"). Under
the IPO plan, Toys - Japan and the company will offer primary and secondary
shares, respectively, to the public in Japan during the first half of fiscal
2000. The IPO is subject to Japanese government approval and risks associated
with market conditions. After the IPO, the company will own less than 50% of the
then outstanding shares and will no longer be in a position to exert significant
influence over the management of Toys - Japan. Accordingly, the company will no
longer consolidate the financial statements of Toys - Japan. Toys - Japan will
operate as a licensee of the company.
Kids "R" Us
Kids "R" Us children's clothing stores feature brand name and private
label first quality children's clothing. These stores conform to prototypical
designs consisting of approximately 15,500 to 21,500 square feet of space and
are typically freestanding units or located in strip centers in the United
States. In 1999, Kids "R" Us opened one new store and closed eight
underperforming stores. The underperforming locations were closed as outlined in
the 1998 restructuring program. The company plans to close approximately 20
additional Kids "R" Us stores in 2000. Kids "R" Us is also responsible for the
operation of apparel sections in Toys "R" Us/Kids "R" Us combo stores. Refer to
the narrative description of the business for Toys "R" Us - United States for
combo store information.
The retail apparel business fluctuates according to changes in consumer
preferences dictated in part by fashion, perceived value and season. These
fluctuations affect the
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merchandise in stock, since purchase orders are made well in advance of the
season and at times before fashion trends and "hot" brands are evidenced by
consumer purchases. Competition in the retail apparel business consists of
national and local department, specialty and discount store chains as well as
Internet and catalog businesses. Kids "R" Us is vulnerable to demand and pricing
shifts and to less than optimal selection as the result of these factors. Kids
"R" Us reviews its merchandise assortments in order to identify slow-moving
items and uses markdowns to clear such inventory. The Kids "R" Us division has
its own dedicated distribution network for the distribution of apparel items to
stores.
The company is reevaluating all aspects of this segment of the business.
Kids "R" Us is attempting to reposition its business by focusing on store
layouts, visual presentations and merchandise assortments that are more
appealing to consumers. Apparel is also currently a key element of the C-3 combo
store format and Babies "R" Us shopping experiences.
Babies "R" Us
The company launched Babies "R" Us with its first six store openings in
1996. These stores target the newborn to preschool market in a 38,000 to 42,000
square feet prototype that offers up to 40 room settings of juvenile furniture
such as cribs and dressers as well as playards, bumper seats, high chairs,
strollers, car seats, infant toddler and preschool toys, infant plush, and
gifts. In select markets Babies "R" Us has opened smaller 30,000 square feet
prototype stores to serve less densely populated areas. As of January 29, 2000,
Babies "R" Us operated 10 locations that conformed to the 30,000 square feet
prototype store. All Babies "R" Us stores devote over 5,000 square feet to
specialty name brand and private label clothing and a wide range of feeding
supplies, health and beauty aids and infant care products. In addition, a
computerized baby registry service is offered. Babies "R" Us registers more
expectant parents than any other retailer in the domestic market. The Babies "R"
Us stores are designed with low profile merchandise displays in the center of
the stores providing a sweeping view of the entire merchandise selection.
The company accelerated the growth of the Babies "R" Us division with the
acquisition, in 1997, of Baby Superstore, Inc., a leading large format retailer
of newborn to preschool products in the United States. At the date of
acquisition, Baby Superstore operated 76 stores in 23 states, primarily in the
southeast and mid-west. The company has converted substantially all of the
existing Baby Superstore stores to the Babies "R" Us operating format. The
company, which utilizes demographic data to determine which markets to enter,
opened 18 Babies "R" Us stores in 1999 and operated 131 Babies "R" Us stores in
the United States as of January 29, 2000. As part of the company's long-range
growth plan for this successful concept, approximately 20 new Babies "R" Us
stores are planned to open in 2000. The company utilizes its existing
distribution network to service the needs of the Babies "R" Us division.
Toysrus.com
Toysrus.com is a recent addition to the "R" Us family, selling merchandise
directly to the public via the Internet at www.toysrus.com as a subsidiary of
the company. The company opened its virtual doors to the public in June 1998. A
redesigned web site was launched in May 1999, offering a broad selection of
toys, games, computer software, video systems, video software, and more.
Thousands of unique products are offered to the on-line public. The company
believes the Internet poses substantial opportunities as a medium for retail
commerce and therefore plans to continue the growth of the on-line business.
Toysrus.com experienced
7
rapid demand growth in 1999. This rapid growth and seasonal nature of the toy
retail industry led to less than optimal order fulfillment during the 1999
Holiday Season. Toysrus.com addressed this challenge in the short-term by
notifying affected customers and compensating such customers with $100 worth of
Geoffrey Money, which could be redeemed for merchandise in Toys "R" Us, Kids "R"
Us or Babies "R" Us stores. The long-term solution to ensuring optimal customer
service in the rapid growth and highly seasonal on-line toy retail business will
be achieved through the initiatives discussed above under "On-line Retailing
Strategic Initiatives" and various web site enhancements, increased product
availability and other infrastructure investments. In addition, the recognition
of the Toys "R" Us name along with the ability to leverage existing company
store locations that can accept customer returns and exchanges will lend a
competitive advantage to the on-line business.
(d) Trademarks
"TOYS "R" US", "KIDS "R" US", "BABIES "R" US" and "Imaginarium", as well
as various of the company's family of "R" Us marks either have been registered,
or have trademark applications pending, with the United States Patent and
Trademark Office and with the trademark registries of many foreign countries.
The company believes that its rights to these properties are adequately
protected.
(e) Seasonality
Retail sales of toy and toy related products are highly seasonal, with a
majority of retail sales occurring during the period from September through
December. Consequently, a large portion of the company's sales and earnings
occur during its fourth quarter.
See the section, "Quarterly Financial Data", contained on page 38 of the
company's 1999 Annual Report, which section is incorporated herein by reference.
(f) Working Capital
For a discussion of the company's working capital requirements, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 21 through 24 of the company's 1999 Annual Report, which
section is incorporated herein by reference.
(g) Competition
All aspects of the retailing industry are highly competitive. Most of the
merchandise sold by the company, in markets in which the company operates, is
available from various retailers at competitive prices. The company's
competitors consist of other retailers of toy and children-related products,
on-line retailers, department stores and discount and mass merchandise type
retail stores. Discount and mass merchandise type retailers use aggressive
pricing policies and enlarged toy selling areas during the holiday season to
build traffic for other store departments. The company addresses these
competitive tactics by continually building brand image to attract customers,
offering consumers exclusive product, high value items, the best available
selection of toys and toy related products relative to the discount and mass
merchandise type retailers, and remaining competitive on price.
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(h) Employees
At January 29, 2000, the company employed approximately 76,000
individuals. Due to the seasonality of the company's business, employment rose
to approximately 119,000 during the 1999 Holiday Season.
ITEM 2. PROPERTIES
See the Note, "Leases," in the company's Notes to Consolidated Financial
Statements included on page 30 of the company's 1999 Annual Report, which note
is incorporated herein by reference. Also see the section "Store Locations" on
page 38 of the company's 1999 Annual Report, which section is incorporated
herein by reference. The following information related to properties is as of
January 29, 2000:
Toys "R" Us - United States
A significant portion of the properties operated by Toys "R" Us are owned.
Toys "R" Us either purchases or leases properties depending on the economic
terms available. Where properties are leased, Toys "R" Us generally has
long-term leases with multiple renewal options. Toys "R" Us operates 710 toy
stores, 439 of which are owned and 271 are leased and 11 distribution centers, 9
of which are owned and 2 are leased. The distribution centers average
approximately 427,000 square feet each in size and are strategically located
throughout the United States to efficiently service these stores.
The company leases a corporate office in Paramus, New Jersey and owns a
corporate office building in Montvale, New Jersey and a data center in
Parsippany, New Jersey.
Toys "R" Us - International
International operates 371 stores, excluding 20 joint ventures and 71
franchised stores, 105 of which are owned and 266 are leased. International also
operates 8 distribution centers, 4 of which are owned and 4 are leased.
Kids "R" Us
Kids "R" Us operates 205 stand alone children's clothing stores, 99 of
which are owned and 106 are leased. Kids "R" Us operates 4 distribution centers,
of which 2 are owned and 2 are leased. These distribution centers average
approximately 158,000 square feet each in size.
Babies "R" Us
Babies "R" Us operates 131 juvenile retail stores, 16 of which are owned
and 115 are leased. Babies "R" Us stores are serviced by existing Toys "R" Us
and Kids "R" Us distribution centers discussed above.
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ITEM 3. LEGAL PROCEEDINGS
The company is a party to the legal proceedings discussed below, which
have arisen in the normal course of business. In view of the inherent difficulty
of predicting the outcome of litigation and other legal proceedings, the company
cannot state what the eventual outcome of these pending proceedings will be. It
is the opinion of management, after consultation with outside counsel, that the
legal proceedings referred to below will not, individually or in the aggregate,
have a material adverse effect on the company's financial position or results of
operations.
In the Matter of Toys "R" Us, Inc.; In Re: Toys "R" Us Antitrust
Litigation. On May 22, 1996, the Staff of the Federal Trade Commission (the
"FTC") filed an administrative complaint against the company alleging that the
company is in violation of Section 5 of the Federal Trade Commission Act for its
practices relating to warehouse clubs. The complaint alleges that the company
reached understandings with various suppliers that such suppliers not sell to
the clubs the same items that they sell to the company. The complaint also
alleges that the company "facilitated understandings" among the manufacturers
that such manufacturers not sell to clubs. The complaint seeks an order that the
company cease and desist from this practice. The matter was tried before an
administrative law judge in the period from March through May of 1997. On
September 30, 1997, the administrative law judge filed an Initial Decision
upholding the FTC's complaint against the company. On October 13, 1998, the FTC
issued a final Order and Opinion upholding the FTC's complaint against the
company.
The company has appealed the FTC's decision to the United States Court of
Appeals for the Seventh Circuit. The appeal was argued on May 18, 1999 and is
awaiting decision from the Court.
After the filing of the FTC complaint, several class action suits were
filed against the company in state courts in Alabama and California, alleging
that the company had violated certain state competition laws as a consequence of
the behavior alleged in the FTC complaint. After the Initial Decision was handed
down, more than thirty purported class actions were filed in federal and state
courts in various jurisdictions alleging that the company had violated the
federal antitrust laws as a consequence of the behavior alleged in the FTC
complaint. In addition, the attorneys general of forty-four states, the District
of Columbia and Puerto Rico filed a suit against the company in their capacity
as representatives of the consumers of their states, alleging that the company
had violated federal and state antitrust laws as a consequence of the behavior
alleged in the FTC complaint. These suits sought damages in unspecified amounts
and other relief under state and/or federal law and were consolidated in the
United States District Court for the Eastern District of New York.
The company believes that it has always acted fairly and in the best
interests of its customers and that both its policy and its conduct in
connection with the foregoing have been and are within the law. However, to
avoid the cost and uncertainty of protracted litigation, the company has reached
an agreement to settle all of the class action and attorney general lawsuits in
a manner which will not have a material adverse effect on its financial
condition, results of operations or cash flow. The Court granted final approval
of the agreement on February 17, 2000. The company had accrued all anticipated
costs relating to this matter as of January 30, 1999.
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FAO Schwarz, et al. v. Toys "R" Us, Inc., et al. On February 10, 2000, an
action was commenced in the Supreme Court of the State of New York, New York
County by FAO Schwarz ("FAO") and Vendex KBB N.V. against the company and John
H. Eyler, Jr. The complaint alleges, among other things, that Mr. Eyler breached
his employment agreement with FAO and that the company committed tortious
interference with contractual relations in connection with Mr. Eyler joining the
company as President and Chief Executive Officer and a member of its board of
directors. The complaint seeks compensatory and punitive damages in unspecified
amounts and injunctive relief preventing Mr. Eyler from continuing his
employment with the company.
Also on February 10, 2000, plaintiffs filed a motion for a temporary
restraining order and a preliminary injunction in which they sought to remove
Mr. Eyler from his positions at the company and prevent him from working for the
company. On February 10, 2000, the court denied plaintiffs' motion for a
temporary restraining order. The court has not yet issued a ruling on
plaintiff's request for a preliminary injunction.
On March 1, 2000, defendants filed answers to the complaint in which they
denied liability and asserted affirmative defenses.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted for a vote of stockholders during the fourth
quarter of the fiscal year ending January 29, 2000.
PART II
-------
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
Market prices and other information with respect to the company's common
stock are hereby incorporated by reference to page 38 of the company's 1999
Annual Report.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data is hereby incorporated by reference to page 3 of
the company's 1999 Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Management's discussion and analysis of results of operations and
financial condition is hereby incorporated by reference to pages 21 through 24
of the company's 1999 Annual Report.
ITEM 7a. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
Qualitative and quantitative disclosures about market risk are hereby
incorporated by reference to page 24 of the company's 1999 Annual Report.
11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements and supplementary data are hereby
incorporated by reference to pages 25 to 35 of the company's 1999 Annual Report.
(a) Consolidated Balance Sheets as of January 29, 2000 and January 30, 1999
(b) Consolidated Statements of Earnings for each of the three years in the
period ended January 29, 2000
(c) Consolidated Statements of Cash Flows for each of the three years in the
period ended January 29, 2000
(d) Consolidated Statements of Stockholders' Equity for each of the three years
in the period ended January 29, 2000
(e) Notes to Consolidated Financial Statements; and
(f) Report of Ernst & Young LLP.
Individual financial statements of the registrant's subsidiaries are not
furnished because consolidated financial statements are furnished. The
registrant is primarily a holding company, the expenses and obligations of which
are paid by its consolidated subsidiaries through a fee based on expenses
incurred for management services provided to such subsidiaries by the
registrant. All subsidiaries of the registrant currently are at least 80%-owned.
Financial statements of 50%-owned joint ventures are not submitted because
such companies, considered in the aggregate, are not considered a significant
subsidiary as defined in Regulation S-X.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
12
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to the directors of the company is hereby
incorporated herein by reference to the section, "Election of Directors", in the
company's Proxy Statement for the Annual Meeting of Stockholders to be held June
7, 2000 ("2000 Proxy Statement").
Executive Officers of the company
(a) The following persons are the Executive Officers of the company as
of April 10, 2000, having been elected to their respective offices
by the Board of Directors of the company to serve until the election
and qualification of their respective successors:
Name Age Position with the company
- --------------------------------------------------------------------------------
Michael Goldstein 58 Chairman of the Board
- --------------------------------------------------------------------------------
John H. Eyler Jr. 52 President and Chief Executive Officer,
and Director
- --------------------------------------------------------------------------------
Michael G. Shannon 48 President of Administration and Logistics
- --------------------------------------------------------------------------------
James E. Feldt 45 Executive Vice President and President
Merchandising and Marketing of Toys "R" Us
United States Division
- --------------------------------------------------------------------------------
Warren F. Kornblum 47 Executive Vice President - Worldwide
Marketing and Brand Management
- --------------------------------------------------------------------------------
Louis Lipschitz 55 Executive Vice President and Chief
Financial Officer
- --------------------------------------------------------------------------------
Richard L. Markee 46 Executive Vice President and President of
Babies "R" Us Division and Chairman of
Kids "R" Us Division
- --------------------------------------------------------------------------------
Gregory R. Staley 52 Executive Vice President and President of
Toys "R" Us United States Division
- --------------------------------------------------------------------------------
Francesca L. Brockett 40 Senior Vice President - Strategic Planning
and Business Development
- --------------------------------------------------------------------------------
Roger C. Gaston 44 Senior Vice President - Human Resources
- --------------------------------------------------------------------------------
13
(b) The following is a brief account of the business experience during the
past five years for each of the Executive Officers of the company:
Mr. Goldstein has been employed by the company for more than five years.
Effective February 1998, he retired from the position of Chief Executive Officer
and was elected Chairman of the Board. From August 1999 to January 2000 he
served as Interim Chief Executive Officer. Prior to 1995 to February 1998, he
was Vice Chairman of the Board and Chief Executive Officer.
Mr. Eyler has been employed by the company since January 2000 as President
and Chief Executive Officer. Prior to his employment with the company he served
as Chairman and Chief Executive Officer of FAO Schwarz. He had held this
position since prior to 1995.
Mr. Shannon has been employed by the company since October 1998. Effective
March 2000, he was appointed President - Administration and Logistics for the
company. From March 1999 to March 2000, he served as Executive Vice President of
the company and President of U.S. Toy Store Division. From October 1998 to March
1999, he was Executive Vice President and Chief Administrative Officer. From
January 1995 to October 1998, he was President and Chief Executive Officer of
Gayfer's/Maison Blanche.
Mr. Feldt has been employed by the company since March 1999. Effective
March 2000, he was appointed Executive Vice President of the company and
President Merchandising and Marketing of Toys "R" Us United States Division.
From March 1999 to March 2000, he was Executive Vice President - Merchandising
of Toys "R" Us United States Division. From May 1997 to February 1999, he was
Executive Vice President, Merchandise and Marketing of Value City Department
Stores. From May 1995 to April 1997, he was Executive Vice President
Merchandising, Allocation and Merchandise Distribution of Hills Department
Stores. Prior to 1995 to May 1995, he was Vice President, Hard Lines of Hills
Department Stores.
Mr. Kornblum has been employed by the company since January 1999.
Effective March 2000, he was appointed Executive Vice President - Worldwide
Marketing and Brand Management. From January 1999 to March 2000, he was Senior
Vice President and Chief Marketing Officer. From November 1996 to January 1999,
he was Managing Partner of Bozell Worldwide. Prior to 1995 to November 1996, he
was President, US Operations of Prism Communications.
Mr. Lipschitz has been employed by the company for more than five years.
Effective February 1996, he became Executive Vice President and Chief Financial
Officer. From prior to 1995 to January 1996, he was Senior Vice President -
Finance and Chief Financial Officer.
Mr. Markee has been employed by the company for more than five years.
Effective October 1999, he was appointed Chairman of Kids "R" Us Division.
Effective February 1996, he became Executive Vice President of the company and
he has served as President of Babies "R" Us Division since its inception in
September 1995. From prior to 1995 to October 2000, he also served as President
of Kids "R" Us Division.
14
Mr. Staley has been employed by the company for more than five years.
Effective March 2000, he was appointed President of Toys "R" Us United States
Division. Effective February 1996, he became Executive Vice President of the
company and he also served as President of Toys "R" Us International Division
from August 1995 to February 2000. Prior to July 1995, he was Senior Vice
President - General Merchandise Manager for Toys "R" Us International Division.
Ms. Brockett has been employed by the company since September 1998 as
Senior Vice President - Strategic Planning and Business Development. From August
1997 to September 1998, she was Senior Vice President - Strategic Planning of
Tricon Global Restaurants. From October 1995 to August 1997, she was Vice
President - Business Development of Taco Bell Corporation. Prior to 1995 to
October 1995, she was Vice President - Corporate Development of PepsiCo.
Mr. Gaston has been employed by the company since December 1996 as Senior
Vice President - Human Resources. From prior to 1995 to November 1996, he was
Executive Vice President - Human Resources of Carson, Pirie, Scott and Company.
Information with respect to compliance with Section 16(a) of the
Securities Exchange Act of 1934, as amended is hereby incorporated by reference
to the section "Compliance with Section 16(a)" in the company's 2000 Proxy
Statement.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to executive compensation is hereby incorporated
herein by reference to the sections, "Election of Directors", "Compensation of
Directors", "Executive Compensation", "Summary Compensation Table", "Option
Grants in Last Fiscal Year - Toys "R" Us, Inc.", "Option Grants in Last Fiscal
Year Toysrus.com, Inc.", "Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values", "Long-Term Incentive Plans - Awards in Last
Fiscal Year" and "Employment Agreements" in the company's 2000 Proxy Statement.
The sections "Report of the Management Compensation and Stock Option Committee
on Executive Compensation" and "Five-Year Stockholder Return Comparison" in the
company's 2000 Proxy Statement are not incorporated by reference herein. Such
sections are furnished solely for information and shall not be deemed to be
soliciting material or to be "filed" as a part of this report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to security ownership of certain beneficial
owners and management is hereby incorporated by reference to the sections,
"Principal Stockholders" and "Election of Directors", in the company's 2000
Proxy Statement.
15
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
High Ridge LLC ("High Ridge"), a limited liability company in which Robert
A. Bernhard, a director of the company who is not standing for re-election to
the Board of Directors, owns a 25% interest, leases property to a Babies "R" Us
store in Tulsa, Oklahoma. The lease period runs from August 1, 1996 through to
August 1, 2011, and is renewable thereafter every five years at the company's
option for three successive five-year periods. The company made rental payments
to High Ridge of $344,000 in fiscal year 1999. The company believes that the
lease for the store space was made on terms comparable to those that could have
been obtained from an unaffiliated lessor.
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements
(1) The response to this portion of Item 14 is set forth in Item 8 of Part
II of this report on Form 10-K.
(2) Financial Statement Schedules have been omitted because they are
inapplicable, not required, or the information is included elsewhere in
the financial statements or notes thereto.
(3) See accompanying Index to Exhibits. The company will furnish to any
stockholder, upon written request, any exhibit listed in the accompanying
Index to Exhibits upon payment by such stockholder of the company's
reasonable expenses in furnishing any such exhibit.
(b) Cautionary Statement Regarding Forward Looking Information
This Form 10-K contains certain "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which are
intended to be covered by the safe harbors created thereby. The company
may also make forward-looking statements in other documents filed with the
Securities and Exchange Commission, its annual report to shareholders, its
proxy statement and in press releases. All statements that are not
historical facts, including statements about the company's beliefs or
expectations, are forward-looking statements. Such statements involve
risks and uncertainties that exist in the company's operations and
business environment that could render actual outcomes and results
materially different than predicted. The company's forward-looking
statements are based on assumptions about many factors, including, but not
limited to, ongoing competitive pressures in the retail industry, changes
in consumer spending, general economic conditions in the United States and
other jurisdictions in which the company conducts business (such as
interest rates and consumer confidence) and normal
16
business uncertainty. While the company believes that its assumptions are
reasonable at the time forward-looking statements were made, it cautions
that it is impossible to predict the actual outcome of numerous factors
and, therefore, readers should not place undue reliance on such
statements. Forward-looking statements speak only as of the date they are
made, and the company undertakes no obligation to update such statements
in light of new information or future events.
(c) Reports on Form 8-K
None.
17
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TOYS "R" US, INC.
(Registrant)
By /s/ Louis Lipschitz
--------------------
Louis Lipschitz
Executive Vice President and
Chief Financial Officer
Date: April 26, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 26th day of April, 2000.
Signature Title
--------- -----
/s/ John H. Eyler Jr. Director, President and Chief Executive Officer
- ---------------------------- (Principal Executive Officer)
John H. Eyler Jr.
/s/ Louis Lipschitz Executive Vice President and Chief Financial
- ---------------------------- Officer (Principal Financial and Accounting
Louis Lipschitz Officer)
* Chairman of the Board
- ----------------------------
Michael Goldstein
* Director
- ----------------------------
Robert A. Bernhard
* Director
- ----------------------------
RoAnn Costin
* Director
- ----------------------------
Calvin Hill
* Director
- ----------------------------
Shirley Strum Kenny
* Director, Chairman Emeritus
- ----------------------------
Charles Lazarus
18
Signature Title
--------- -----
* Director
- ----------------------------
Norman S. Matthews
* Director
- ----------------------------
Howard W. Moore
* Director
- ----------------------------
Arthur B. Newman
The foregoing constitute all of the Board of Directors and the Principal
Executive, Financial and Accounting Officers of the Registrant.
* By /s/ Louis Lipschitz
- ----------------------------
Louis Lipschitz, Attorney-In-Fact
19
INDEX TO EXHIBITS
The following is a list of all exhibits filed as part of this Report:
Exhibit
-------
No. Document
--- --------
2A Agreement and Plan of Merger, dated as of December 8,
1995, by and among registrant, Toys "R" Us - Delaware,
Inc. (f/k/a Toys "R" Us, Inc.) and TRU Interim, Inc.
Incorporated herein by reference to Exhibit 2.1 to
registrant's Registration of Securities of Certain
Successor Issuers on Form 8-B dated January 3, 1996 (the
"Form 8-B").
2B Agreement and Plan of Merger, dated as of October 1,
1996, and as amended and restated as of December 26,
1996, among registrant, BSST Acquisition Corp., Baby
Superstore, Inc. and Jack P. Tate. Incorporated by
reference to Annex A to the Proxy Statement/Prospectus
Statement No. 333-18863.
3 i) Restated Certificate of Incorporation of registrant
(filed on January 2, 1996). Incorporated herein by
reference to Exhibit 3.1 to the Form 8-B.
ii) Amended and Restated By-Laws of registrant (as of
January 1, 1996). Incorporated herein by reference to
Exhibit 3.2 to the Form 8-B. An amendment dated March
11, 1997 to Amended and Restated By-Laws. Incorporated
herein by reference to Exhibit 3B to registrant's Annual
Report on Form 10-K for the year ended January 31, 1998.
4 i) Form of Indenture dated as of January 1, 1987 between
registrant and United Jersey Bank, as Trustee, pursuant
to which securities in one or more series in an
unlimited amount may be issued by registrant.
Incorporated herein by reference to Exhibit 4(a) to
Registration Statement No. 33-11461.
ii) Form of the registrant's 8 1/4% Sinking Fund Debentures
due 2017. Incorporated herein by reference to Exhibit
4(a) to Registration Statement No. 33-11461.
iii) Form of Indenture between registrant and United Jersey
Bank, as Trustee, pursuant to which one or more series
of debt securities up to $300,000,000 in principal
amount may be issued to registrant. Incorporated herein
by reference to Exhibit 4 to registrant's Registration
Statement No. 33-42237.
iv) Form of registrant's 8 3/4% Debentures due 2021.
Incorporated herein by reference to Exhibit 4 to
registrant's Report on Form 8-K dated August 29, 1991.
20
Exhibit
-------
No. Document
--- --------
4 v) Substantially all other long-term debt of registrant
(which other debt does not exceed on an aggregate basis
10% of the total assets of the registrant and its
subsidiaries on a consolidated basis) is evidenced by,
among other things, (i) commercial paper, (ii)
industrial revenue bonds issued by industrial
development authorities and guaranteed by registrant,
(iii) mortgages held by third parties on real estate
owned by registrant, (iv) stepped coupon guaranteed
bonds held by a third party and guaranteed by registrant
and (v) an agreement under which registrant guaranteed
certain yen-denominated loans made by a third party
subsidiary of registrant. Registrant will file with the
Securities and Exchange Commission (the "Commission")
copies of constituent documents relating to such upon
request of the Commission.
10A* Employment Agreement dated March 14, 1978 between
registrant and Charles Lazarus and an amendment thereto
dated November 20, 1979 (incorporated herein by
reference to Exhibit 2 in Schedule 13D dated February 1,
1980 filed by Charles Lazarus, et al). An amendment
dated March 23, 1982 to such employment agreement
(incorporated herein by reference to Exhibit 10B to
registrant's Annual Report on Form 10-K for the year
ended January 31, 1982, Commission File Number 1-1117).
An amendment dated December 7, 1982 to such employment
agreement (incorporated herein by reference to Exhibit
10B to registrant's Annual Report on Form 10-K for the
year ended January 30, 1983, Commission File Number
1-1117). An amendment dated April 10, 1984 to such
employment agreement (incorporated herein by reference
to Exhibit 10B to registrant's Annual Report on Form
10-K for the year ended January 29, 1989, Commission
File Number 1-1117).
10B* Amendment dated as of June 10, 1998 to Employment
Agreement between registrant and Charles Lazarus.
Incorporated herein by reference to Exhibit 10B to
registrant's Annual Report on Form 10-K for the year
ended January 30, 1999.
10C Form of Indemnification Agreement between registrant and
each director. Incorporated herein by reference to
Exhibit 10F to registrant's Annual Report on Form 10-K
for the year ended February 1, 1987, Commission File
Number 1-1117.
10D* Amended and Restated Toys "R" Us, Inc. Non-Employee
Directors' Stock Option Plan effective as of September
19, 1990. Incorporated herein by reference to Exhibit C
to registrant's Proxy Statement for the year ended
February 1, 1997.
21
Exhibit
-------
No. Document
--- --------
10E* Stock Option Plan and Agreement dated as of December 2,
1992 between the registrant and Robert C. Nakasone.
Incorporated herein by reference to Exhibit 10I to
registrant's Annual Report on Form 10-K for the year
ended January 30, 1993.
10F* Stock Option Plan and Agreement dated as of December 2,
1992 between the registrant and Michael Goldstein.
Incorporated herein by reference to Exhibit 10J to
registrant's Annual Report on Form 10-K for the year
ended January 30, 1993.
10G* Amended and Restated Toys "R" Us, Inc. 1994 Stock Option
and Performance Incentive Plan effective as of November
1, 1993. Incorporated herein by reference to Exhibit A
to registrant's Proxy Statement for the year ended
February 1, 1997.
10H* Stock Unit Plan for Non-Employee Directors of Toys "R"
Us, Inc., effective as of May 1, 1997. Incorporated
herein by reference to Exhibit 10H to registrant's
Annual Report on Form 10-K for the year ended January
30, 1999.
10I* Amended and Restated Toys "R" Us, Inc. Management
Incentive Compensation Plan, effective beginning with
the registrant's fiscal year ending January 28, 1995.
Incorporated herein by reference to Exhibit B to
registrant's Proxy Statement for the year ended February
1, 1997.
10J* Toys "R" Us, Inc. Partnership Group Deferred
Compensation Plan effective as of May 17, 1995.
Incorporated herein by reference to Exhibit 10.13 to the
Form 8-B.
10K* Toys "R" Us, Inc. Grantor Trust Agreement dated as of
October 1, 1995 between registrant and American Express
Trust company. Incorporated herein by reference to
Exhibit 10.14 to the Form 8-B.
10L* Toys "R" Us, Inc. Supplemental Executive Retirement
Plan, effective as of December 6, 1995. Incorporated by
reference to Exhibit 10N to registrant's Annual Report
on Form 10-K for the year ended February 3, 1996.
10M* Toys "R" Us, Inc. Grantor Trust Agreement dated as of
April 1, 1996 between registrant and Allmerica Trust
company, N.A. Amendment No. 1 to Grantor Trust
Agreement, effective as of April 1, 1996. Amendment No.
2 to Grantor Trust Agreement, effective as of April 1,
1996. Incorporated herein by reference to Exhibit 10P to
registrant's Annual Report on Form 10-K for the year
ended January 30, 1999.
22
Exhibit
-------
No. Document
--- --------
10N Shareholders Agreement, dated October 1, 1996, by and
among registrant, Jack P. Tate and Linda M. Robertson.
Incorporated by reference to Exhibit A to Exhibit 2 to
registrant's Quarterly Report on Form 10-Q for the
quarter ended November 2, 1996, File No. 1-11609.
10O* Retention Agreements
--------------------
- Retention Agreement between Toys "R" Us, Inc. and
Roger Gaston dated as of May 1, 1997.
- Retention Agreement between Toys "R" Us, Inc. and
Louis Lipschitz dated as of May 1, 1997.
- Retention Agreement between Toys "R" Us, Inc. and
Richard L. Markee dated as of May 1, 1997.
- Retention Agreement between Toys "R" Us, Inc. and
Gregory R. Staley dated as of May 1, 1997.
Each incorporated herein by reference to Exhibit 10P to
registrant's Quarterly Report on Form 10-Q for the
quarterly period ended May 3, 1997.
10P* Amendment to Retention Agreement between Toys "R" Us,
Inc. and Richard L. Markee dated May 6, 1999.
10Q* Amendments to Retention Agreement between Toys "R" Us,
Inc. and Gregory R. Staley dated May 6, 1999 and March
2, 2000, respectively.
10R Amended and Restated Rights Agreement, dated as of April
16, 1999, between Toys "R" Us, Inc. and American Stock
Transfer & Trust Company, which includes as Exhibit A
the Form of Rights Certificate and, as Exhibit B, the
Summary of Rights to Purchase Common Stock (incorporated
herein by reference to Exhibit 1 to registrant's Report
on Form 8-K dated April 16, 1999).
10S* Retention Agreement between Toys "R" Us, Inc. and
Michael Goldstein dated as of February 25, 1998.
Incorporated herein by reference to Exhibit 10R to
registrant's Annual Report on Form 10-K for the year
ended January 31, 1998.
23
Exhibit
-------
No. Document
--- --------
10T* Retention Agreement between Toys "R" Us, Inc. and Robert
C. Nakasone dated as of February 25, 1998. Incorporated
herein by reference to Exhibit 10S to registrant's
Annual Report on Form 10-K for the year ended January
31, 1998.
10U* Separation agreement between Toys "R" Us, Inc. and Bruce
Krysiak dated as of March 25, 1999. Incorporated herein
by reference to Exhibit 10X to registrant's Annual
Report on Form 10-K for the year ended January 30, 1999.
10V* Retention Agreement between Toys "R" Us, Inc. and
Michael G. Shannon dated October 12, 1998. Incorporated
herein by reference to Exhibit 10Y to registrant's
Annual Report on Form 10-K for the year ended January
30, 1999.
10W* Form of Retention Agreement for executive officers of
Toys "R" Us, Inc.
10X* Separation Agreement between Toys "R" Us, Inc. and Keith
Van Beek dated as of June 9, 1999.
10Y* Separation and Release Agreement between Toys "R" Us,
Inc. and Robert C. Nakasone dated as of August 26, 1999.
Incorporated herein by reference to Exhibit 10.1 to
registrant's Quarterly Report on Form 10-Q for the
quarterly period ended July 31, 1999.
10AA* Separation Agreement between Toys "R" Us, Inc. and
Michael J. Madden dated as of September 24, 1999.
10BB* Retention Agreement between Toys "R" Us, Inc. and John
H. Eyler, Jr. dated January 6, 2000.
10CC* Toys "R" Us, Inc. Non-Employee Directors' Stock Unit
Plan, effective as of June 10, 1999. Incorporated herein
by reference to Exhibit A to registrant's Proxy
Statement for the year ended January 30, 1999.
10DD* Toys "R" Us, Inc. Non-Employee Directors' Stock Option
Plan, effective as of June 10, 1999. Incorporated herein
by reference to Exhibit B to registrant's Proxy
Statement for the year ended January 30, 1999.
10EE* Toys "R" Us, Inc. Non-Employee Directors' Deferred
Compensation Plan, effective as of June 10, 1999.
Incorporated herein by reference to Exhibit C to
registrant's Proxy Statement for the year ended January
30, 1999.
24
Exhibit
-------
No. Document
--- --------
13 Registrant's Annual Report to Stockholders for the year
ended January 29, 2000. Except for the portions thereof
that are expressly incorporated by reference into this
report, such Annual Report is furnished solely for the
information of the Commission and is not to be deemed
"filed" as part of this report.
21 Subsidiaries of registrant.
23 Consent of Independent Auditors, Ernst & Young LLP.
24 Power of Attorney, dated in April 2000.
27 Financial Data Schedule for the year ended
January 29, 2000.
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K pursuant to Item 14 (c) hereof.
25