ITEM 1. BUSINESS
Toys "R" Us, Inc. and its subsidiaries (the "Company") is the world's premier retailer of children's products, bringing toys, apparel and baby needs to children and their families. As of January 31, 1998, the Company was engaged in the operation of 1,454 children's specialty retail stores consisting of 1,013 United States locations comprised of 698 toy stores under the name "Toys "R" Us", 215 children's clothing stores under the name "Kids "R" Us," 98 infant-toddler stores under the name "Babies "R" Us", and two superstores combining all of the "R" Us" formats mentioned above under the name "Toys "R" Us KidsWorld". Internationally, the Company operates 441 toy stores, including franchise stores, under the name "Toys "R" Us." The Company is incorporated in the state of Delaware.
(a) General Development of the Business
Merger with Baby Superstore
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 as of February 1, 1997. For a further discussion of Baby Superstore, see "Item 1. Business - Narrative Description of the Business - Babies "R" Us."
Worldwide Restructuring
The Company has substantially completed its 1995 restructuring program action plan, including the strategic inventory repositioning, the closing of 3 toy stores and 7 Kids "R" Us stores in the United States and the franchising of 9 Toys "R" Us stores in the Netherlands, pending certain regulatory approvals. In addition, the Company consolidated 3 distribution centers and various administrative facilities in the United States and Europe. At January 31, 1998, the Company had approximately $62 million of liabilities remaining for its restructuring program primarily relating to long-term lease obligations and other commitments. The Company believes these reserves are adequate to complete the restructuring program.
(b) Financial Information About Geographic Segments
Information about geographic segments, as set forth in the notes to the Consolidated Financial Statements on page 22 of the Company's 1997 Annual Report, is incorporated herein by reference.
(c) Narrative Description of the Business
See the section "Store Locations" on page 27 of the Company's 1997 Annual Report, which section is incorporated herein by reference.
Toys "R" Us - United States
Toys "R" Us - United States ("Toys "R" Us") operates in 49 states and Puerto Rico and sells both children's and adult's toys, games, bicycles, sporting goods, VHS video tapes, electronic and video games, small pools, books, infant and juvenile furniture and similar items, 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. Toys "R" Us believes the flexibility afforded by its warehouse/distribution system and by ownership of its own fleet of trucks 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 to allocate merchandise to each store and keep the stores adequately stocked at all times. In 1996, an improved replenishment system was installed in approximately one-third of the United States toy stores. This system pinpoints the exact location of merchandise throughout the store. Ninety-two additional United States toy stores have installed this system in 1997. Furthermore, during 1997 Toys "R" Us introduced a state of the art centralized distribution system in Lees Summit, Missouri. Substantially all video game and computer software merchandise are nationally distributed through this facility for all domestic divisions. This facility has enabled Toys "R" Us to improve its in-stock position and timeliness of replenishments of these products through this facility. Most Toys "R" Us stores conform to a 46,000 square feet prototype design, with 30,000 and 20,000 square feet stores opened in smaller markets, and are generally freestanding units or located in strip malls. Of its 698 stores, 609 are in the traditional format and 89 are designed in its "Concept 2000" format. In addition, there are 2 KidsWorld superstores incorporating the "Toys "R" Us, "Babies "R" Us" and "Kids "R" Us store concepts all under one roof, averaging approximately 90,000 square feet. Toys "R" Us opened 19 new toy stores and closed 1 store in 1997. The Company will continue its long range growth plan by opening approximately 5 new toy stores in the United States in 1998. The Company utilizes demographic data to determine which markets to enter.
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 prototypical designs similar to those used by Toys "R" Us. International owns and maintains its own fleet of tractors and trailers in most of the countries in which it operates stores. International also employs computerized inventory systems similar to those utilized by Toys "R" Us. As part of the Company's long range growth plans, International added 45 toy stores, including 18 franchise stores in 1997. The Company plans to continue its International expansion with approximately 35 new toy stores in 1998, including approximately 15 franchise stores. The Company utilizes demographic data to determine which markets to enter.
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 and are typically freestanding units or located in strip centers. Using demographic data to determine which markets to enter, Kids "R" Us opened 3 children's clothing stores in 1997.
Babies "R" Us
The Company launched its new Babies "R" Us division with six stores opened 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. These stores devote over 5,000 square feet of specialty name brand and private label clothing and a wide range of feeding supplies, health and beauty aides and infant care products. In addition, a computerized baby registry service is offered. Babies "R" Us is 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 of Baby Superstore, 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 midwest. The Company has converted substantially all of the existing Baby Superstore stores to the Babies "R" Us operating format. The Company opened 19 Babies "R" Us stores and closed 3 of the acquired Baby Superstore stores in 1997, and plans on opening approximately 15 to 20 stores in 1998. The Company utilizes demographic data to determine which markets to enter.
(d) Trademarks
"TOYS "R" US", "KIDS "R" US", and "BABIES "R" US", 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 quarterly financial data contained on page 26 of the Company's 1997 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 12 and 13 of the Company's 1997 Annual Report, which section is incorporated herein by reference.
(g) Competition
All aspects of the retailing industry are highly competitive. All 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 specialty retailers of toy and children related products, department stores and discount and supercenter type retail stores.
(h) Employees
At January 31, 1998, the total number of persons employed by the Company was approximately 68,000. The number of persons employed by the Company increased to approximately 116,000 during the 1997 Holiday Season.
ITEM 2.
ITEM 2. PROPERTIES
See the Note, "Leases," in the Company's Notes to Consolidated Financial Statements included on page 19 of the Company's 1997 Annual Report, which note is incorporated herein by reference. Also see the section "Store Locations" on page 27 of the Company's 1997 Annual Report, which section is incorporated herein by reference.
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 698 toy stores, 438 of which are owned and 260 are leased. Toys "R" Us also operates 2 KidsWorld stores, 1 of which is owned and 1 is leased. Toys "R" Us operates 17 distribution centers, 14 of which are owned and 3 are leased. These distribution centers average approximately 443,000 square feet each in size and are strategically located throughout the United States to efficiently service these stores. The Company also leases corporate offices in Paramus and Rochelle Park, New Jersey and owns a data center in Parsippany, New Jersey. The Company recently purchased a new office building in Montvale, New Jersey which will replace the Rochelle Park office.
Toys "R" Us - International
International operates 367 stores, excluding 16 joint ventures and 58 franchised stores, 111 of which are owned and 256 are leased. International also operates 12 distribution centers, 4 of which are owned and 8 are leased.
Kids "R" Us
Kids "R" Us operates 215 children's clothing stores, 99 of which are owned and 116 are leased. Kids "R" Us operates 4 distribution centers, including a new center in Lawrenceville, Georgia, 3 of which are owned and 1 is leased. These distribution centers average approximately 281,000 square feet each in size.
Babies "R" Us
Babies "R" Us operates 98 juvenile retail stores, 10 of which are owned and 88 are leased. Babies "R" Us stores are serviced by existing Toys "R" Us and Kids "R" Us distribution centers discussed above.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
On July 12, 1996, an arbitrator rendered an award in favor of Yusuf Ahmed Alghanim & Sons, W.L.L. ("Alghanim") and against the Company and awarded Alghanim $46 million plus interest from December 1994. This award was rendered in connection with a dispute between Alghanim and the Company involving rights under a 1982 license agreement for toy store operations in the Middle East. Accordingly, the Company recorded a provision of $60 million in 1996 representing all expected costs in connection with this matter. The Company contested this award in the United States District Court. That motion was denied on December 13, 1996 and the arbitration award was confirmed. On September 10, 1997, the Second Circuit affirmed the District Court's decision. The Company sought review in the Supreme Court of the United States. On February 23, 1998, the Supreme Court denied review. The Company paid the judgment on February 26, 1998. 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. The Company has appealed the Initial Decision to the Commissioners of the FTC. That appeal was argued on February 19, 1998. The Company will be entitled to have the United States Court of Appeals review any adverse decision by the FTC.
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 has 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 has violated the federal antitrust laws as a consequence of the behavior alleged in the FTC complaint. In addition, the attorneys general of thirty-eight states, the District of Columbia and Puerto Rico have filed a suit against the Company in their capacity as representatives of the consumers of their states, alleging that the Company has violated federal and state antitrust laws as a consequence of the behavior alleged in the FTC complaint. These suits seek damages in unspecified amounts and other relief under state and/or federal law. The Company believes that both its policy and its conduct in connection with the foregoing are within the law. The Company also believes that these actions will not have a material adverse effect on its financial condition, results of operations or cash flow.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II -------
ITEM 5.
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 26 of the Company's 1997 Annual Report.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data is hereby incorporated by reference to page 3 of the Company's 1997 Annual Report.
ITEM 7.
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 12 and 13 of the Company's 1997 Annual Report.
ITEM 7a.
ITEM 7a. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
Qualitative and quantitative disclosures about market risk is hereby incorporated by reference to page 13 of the Company's 1997 Annual Report.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements and supplementary data are hereby incorporated by reference to pages 14 to 23 of the Company's 1997 Annual Report.
(a) Consolidated Balance Sheets as of January 31, 1998 and February 1, 1997
(b) Consolidated Statements of Earnings for each of the three years in the period ended January 31, 1998
(c) Consolidated Statements of Cash Flows for each of the three years in the period ended January 31, 1998
(d) Consolidated Statements of Stockholders' Equity for each of the three years in the period ended January 31, 1998
(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 its consideration for management services provided to such subsidiaries by the registrant. All subsidiaries of the registrant 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.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III --------
ITEM 10.
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 1997 Proxy Statement.
Executive Officers of the Company
(a) The following persons are the executive officers of the Company as of April 15, 1998, 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 ---- --- -------------------------
Robert C. Nakasone 50 Chief Executive Officer
Bruce W. Krysiak 47 President and Chief Operating Officer, and President of U.S. Toy Store Division
Louis Lipschitz 53 Executive Vice President and Chief Financial Officer
Michael J. Madden 49 Executive Vice President - President of Operations of U.S. Toy Store Division
Richard L. Markee 45 Executive Vice President - President of Kids "R" Us and Babies "R" Us Divisions
Gregory R. Staley 50 Executive Vice President - President of Toys "R" Us International Division
Keith Van Beek 51 Executive Vice President - President of Merchandising and Marketing of U.S. Toy Store Division
Roger Gaston 42 Senior Vice President - Human Resources
Joseph J. Lombardi 36 Vice President - Controller
(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. Nakasone has been employed by the Company for more than five years. Effective February 1998, he became Chief Executive Officer. From February 1994 to February 1998, he was President and Chief Operating Officer. From prior to 1993 to February 1994, he was Vice Chairman of the Board and President of Worldwide Toy Stores.
Mr. Krysiak has been employed by the Company since April 1998 as President and Chief Operating Officer and President of U.S. Toy Store Division. From January 1997 to April 1998, he was President and Chief Operating Officer of Dollar General Corporation. From April 1995 to June 1996, he was Chief Operating Officer of Circle K Corporation. From prior to 1993 to December 1994, he was Chairman of Giant Joint Venture.
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 February 1993 to January 1996, he was Senior Vice President - Finance and Chief Financial Officer.
Mr. Madden has been employed by the Company for more than five years. Effective February 1996, he became Executive Vice President of the Company and President of Operations of U.S. Toy Store Division. From March 1995 to January 1996, he was Group Vice President of Store Operations - U.S. Toy Store Division. From February 1993 to February 1995, he was Senior Vice President, Regional Operations and Distribution - U.S. Toy Store Division.
Mr. Markee has been employed by the Company for more than five years. Effective February 1996, he became Executive Vice President of the Company and has served as President of Kids "R" Us Division since March 1993 and Babies "R" Us Division since its inception in September 1995.
Mr. Staley has been employed by the Company for more than five years. Effective February 1996, he became Executive Vice President of the Company and has served as President of Toys "R" Us International Division since August 1995. From prior to 1993 to July 1995, he was Senior Vice President - General Merchandise Manager for Toys "R" Us International Division.
Mr. Van Beek has been employed by the Company for more than five years. Effective February 1998, he became Executive Vice President of the Company and President of Merchandising and Marketing of U.S. Toy Store Division. Effective August 1995, he became President - Toys "R" Us (Canada) Ltd. From prior to 1993 to August 1995, he was Vice President - Business Development of Toys "R" Us International Division.
Mr. Gaston has been employed by the Company since December 1996 as Senior Vice President - Human Resources. From September 1993 to November 1996, he was Executive Vice President - Human Resources of Carson, Pirie, Scott and Company. From prior to 1993 to August 1993, he was Group Vice President - Human Resources and Administration of Finest Supermarkets-AHOLD, USA.
Mr. Lombardi has been employed by the Company since August 1995 as Vice President - Controller. From October 1994 to July 1995, he was a Partner with Ernst & Young LLP, a public accounting firm, and was a Senior Manager with Ernst & Young LLP, since prior to 1993 to September 1994.
ITEM 11.
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", "Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values" and "Long-Term Incentive Plans - Awards in Last Fiscal Year" in the Company's 1997 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 1997 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.
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 1997 Proxy Statement.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV -------
ITEM 14.
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
All of the statements made on this Form 10-K, other than historical facts, are forward looking statements made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. As such, they involve risks and uncertainties that could cause actual results to differ materially. The Company's forward looking statements are based on assumptions about many important factors, including ongoing competitive pressures in the retail industry, changes in consumer spending, general United States economic conditions (such as higher interest rates and consumer confidence), the anticipated decline in credit results from historical levels and normal business uncertainty. While the Company believes that its assumptions are reasonable, it cautions that it is impossible to predict the impact of certain factors which could cause actual results to differ materially from expected results.
(c) Reports on Form 8-K
On January 8, 1998, the Company filed a Form 8-K in connection with the Company's announced adoption of a Stockholder Rights Plan.
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 Louis Lipschitz, Executive Vice President and Chief Financial Officer Date: April 24, 1998
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 24th day of April, 1998. Signature Title --------- ----- Michael Goldstein Chairman of the Board
Robert C. Nakasone Director and Chief Executive Officer (Principal Executive Officer)
Bruce W. Krysiak Director, President and Chief Operating Officer
Louis Lipschitz Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Joseph J. Lombardi Vice President - Controller (Principal Accounting Officer)
Robert A. Bernhard Director
RoAnn Costin Director
Calvin Hill Director
Shirley Strum Kenny Director
Charles Lazarus Director, Chairman Emeritus
Norman S. Matthews Director
Howard W. Moore Director
Arthur B. Newman Director
The foregoing constitute all of the Board of Directors and the Principal Executive, Financial and Accounting Officers of the Registrant.
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.
3A Restated Certificate of Incorporation of registrant (filed on January 2, 1996). Incorporated herein by reference to Exhibit 3.1 to the Form 8-B.
3B 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 is filed herewith.
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.
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) industrial revenue bonds issued by industrial development authorities and guaranteed by registrant, (ii) mortgages held by third parties on real estate owned by registrant, (iii) stepped coupon guaranteed bonds held by a third party and guaranteed by registrant and (iv) 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* Stock Option Plan of the registrant, as amended as of April 22, 1993. Incorporated herein by reference to Exhibit 10A to registrant's Annual Report on Form 10-K for the year ended January 30, 1993.
10B* 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).
* 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.
Exhibit No. Document ----------- --------
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* Stock Option Agreement dated as of February 1, 1988 between registrant and Robert Nakasone. Incorporated herein by reference to Exhibit 10G to registrant's Annual Report on Form 10-K for the year ended January 31, 1988, Commission File Number 1-117. The first amendment dated as of April 1, 1989 to such agreement (incorporated herein by reference to Exhibit 10G to registrant's Annual Report on Form 10-K for the year ended January 29, 1989, Commission File Number 1-1117). The second amendment dated as of September 19, 1989 to such agreement (incorporated herein by reference to Exhibit 10G to registrant's Annual Report on Form 10-K for the year ended January 28, 1990, Commission File Number 1-1117).
10E* Stock Option Agreement dated as of February 1, 1988 between registrant and Michael Goldstein (incorporated herein by reference to Exhibit 10H to registrant's Annual Report on Form 10-K for the year ended January 31, 1988, Commission File Number 1-1117). The first amendment dated as of April 1, 1989 to such agreement (incorporated herein by reference to Exhibit 10H to registrant's Annual Report on Form 10-K for the year ended January 29, 1989, Commission File Number 1-1117). The second amendment dated as of September 19, 1989 to such agreement (incorporated herein by reference to Exhibit 10H to registrant's Annual Report on Form 10-K for the year ended January 28, 1990, Commission File Number 1-1117).
* 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.
Exhibit No. Document ----------- --------
10F* Stock Option Plan and Agreement dated as of March 14, 1989 between registrant and Charles Lazarus, and a First Amendment thereto dated as of September 19, 1989. Incorporated by reference to Exhibit 10I to registrant's Annual Report on Form 10-K for the year ended January 28, 1990, Commission File Number 1-1117.
10G* Non-Employee Directors' Stock Option Plan as adopted by the Board of Directors on September 19, 1990 and approved by the registrant's stockholders on June 3, 1991, and amended and restated as of December 6, 1995. Incorporated herein by reference to Exhibit 10A to registrant's Proxy Statement for the year ended February 3, 1996.
10H* 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.
10I* 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.
10J* Toys "R" Us, Inc. 1994 Stock Option and Performance Incentive Plan effective November 1, 1993, as amended. Incorporated herein by reference to Exhibit 4.1 to registrant's Registration Statement No. 33-64315.
10K* Toys "R" Us, Inc. Management Incentive Compensation Plan adopted March 28, 1994 (incorporated herein by reference to Exhibit 10L to registrant's Annual Report on Form 10-K for the year ended January 29, 1994). The first amendment to such plan adopted on April 20, 1995 (incorporated herein by reference to Exhibit 10.11 to the Form 8-B).
* 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.
Exhibit No. Document ----------- --------
10L* 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.
10M* 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.
10N* 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.
10O 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 (the "Form 10-Q").
* 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.
Exhibit No. Document ----------- --------
10P* 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 Michael J. Madden 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.
10Q Form of Rights Agreement, dated as of January 7, 1998, 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 January 7, 1998).
10R* Retention Agreement between Toys "R" Us, Inc. and Michael Goldstein dated as of February 25, 1998.
10S* Retention Agreement between Toys "R" Us, Inc. and Robert C. Nakasone dated as of February 25, 1998.
* 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.
Exhibit No. Document ----------- --------
10T* Retention Agreement between Toys "R" Us, Inc. and Keith Van Beek dated as of February 25, 1998.
10U* Retention Agreement between Toys "R" Us, Inc. and Bruce W. Krysiak dated as of February 12, 1998.
13 Registrant's Annual Report to Stockholders for the year ended January 31, 1998. 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.
27.1 Financial Data Schedule for the year ended January 31, 1998.
27.2 Financial Data Schedule for the year ended February 1, 1997 - Restated.
27.3 Financial Data Schedule for the year ended February 3, 1996 - Restated.
* 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.