FORM 10-K | ||||
For the fiscal year ended February 2, 2013 Commission file number 1-11609 |
(Exact name of registrant as specified in its charter) | ||||
Delaware | 22-3260693 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) | |
One Geoffrey Way Wayne, New Jersey | 07470 | |
(Address of principal executive offices) | (Zip code) |
(973) 617-3500 |
Securities registered pursuant to Section 12(b) or 12(g) of the Act: None | ||||
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
PAGE | ||
PART I. | ||
Item 1. | ||
Item 1A. | ||
Item 1B. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
PART II. | ||
Item 5. | ||
Item 6. | ||
Item 7. | ||
Item 7A. | ||
Item 8. | ||
Item 9. | ||
Item 9A. | ||
Item 9B. | ||
PART III. | ||
Item 10. | ||
Item 11. | ||
Item 12. | ||
Item 13. | ||
Item 14. | ||
PART IV. | ||
Item 15. | ||
ITEM 1. | BUSINESS |
• | 852 traditional toy stores, which typically range in size from 20,000 to 50,000 square feet and devote approximately 6,000 square feet to boutique areas for juvenile (including baby) products (BRU Express and Juvenile Expansion formats devote approximately an additional 4,000 square feet and 1,000 square feet, respectively, for juvenile - including baby - products); |
• | 374 SBS stores, which typically range in size from 30,000 to 70,000 square feet and devote approximately 20,000 to 40,000 square feet to traditional toy products and approximately 10,000 to 30,000 square feet to juvenile (including baby) products; |
• | 252 juvenile stores, which typically range in size from 30,000 to 45,000 square feet and devote approximately 2,000 to 3,000 square feet to traditional toy products; |
• | 59 Express stores, which typically range in size from 2,000 to 7,000 square feet, each with a cumulative lease term of at least two years; and |
• | 3 flagship store locations (the Toys “R” Us store in Times Square, the FAO Schwarz store on 5th Avenue and the Babies “R” Us store in Union Square – all in New York City), which range in size from approximately 55,000 to 105,000 square feet. |
• | 163 “R” Us branded retail stores ranging in various sizes. |
• | Domestic — Our Domestic segment sells a variety of products in the core toy, entertainment, juvenile (including baby), learning and seasonal categories through 875 stores that operate in 49 states in the United States and Puerto Rico and through the Internet. Domestic Net sales in fiscal 2012 were derived from 393 traditional toy stores (including 83 BRU Express and Juvenile Expansion formats), 239 juvenile stores, 204 SBS stores, 36 permanent Express stores and our three flagship stores in New York City. Additionally, we generated Net sales through our temporary Express store locations. Domestic Net sales were $8.1 billion for fiscal 2012, which accounts for 60% of our consolidated Net sales. |
• | International — Our International segment sells a variety of products in the core toy, entertainment, juvenile (including baby), learning and seasonal categories through 665 operated and 163 licensed stores in 35 countries and jurisdictions and through the Internet. In addition to fees received from licensed stores, International Net sales in fiscal 2012 were derived from 459 traditional toy stores (including 17 BRU Express formats), 170 SBS stores, 23 permanent Express stores and 13 juvenile stores. Additionally, we generated Net sales through our temporary Express store locations. Our operated stores are located in Australia, Austria, Brunei, Canada, China, France, Germany, Hong |
• | focusing on the expansion of our juvenile product offerings through our SBS, BRU Express and Juvenile Expansion store formats; |
• | enhancing our product offerings and adding private label and exclusive products to our mix, including unique and exceptional items sold through the FAO Schwarz brand; |
• | offering value to customers through a convenient omnichannel (store and Internet) shopping experience; |
• | renovating and updating or relocating our existing stores to enhance the shopping experience and continually reviewing the market for new store opportunities; |
• | reaching customers, through differentiated value propositions, with our portfolio of e-commerce brands; |
• | achieving a high degree of customer interaction by leveraging our comprehensive, state-of-the-art baby registry and birthday club in the United States and our world-wide Rewards “R” Us program; and |
• | continuing to refine our in-store guest experience and improving customer service. |
• | Core Toy — boys and girls toys, such as action figures, dolls and doll accessories, role play toys and vehicles; |
• | Entertainment — video game software, systems and accessories, tablet computers, such as our proprietary tabeo brand, electronics and other related products; |
• | Juvenile — focused on serving newborns and children up to four years of age by offering a broad array of products, such as baby gear, infant care products, apparel, commodities, furniture, bedding and room décor; |
• | Learning — educational electronics and developmental toys, such as our Imaginarium products in the United States and World of Imagination products at our International locations, construction toys, games, creative activities and pre-school merchandise which includes learning products, activities and toys; and |
• | Seasonal — toys and other products geared toward holidays (including Christmas, Hanukkah, Three Kings, Carnival, Easter, Golden Week and Halloween) and summer activities, as well as bikes, sporting goods, play sets and other outdoor products. |
Location | Number of Stores | ||
Alabama | 10 | ||
Alaska | 1 | ||
Arizona | 17 | ||
Arkansas | 5 | ||
California | 111 | ||
Colorado | 12 | ||
Connecticut | 14 | ||
Delaware | 3 | ||
Florida | 57 | ||
Georgia | 27 | ||
Hawaii | 3 | ||
Idaho | 3 | ||
Illinois | 40 | ||
Indiana | 17 | ||
Iowa | 7 | ||
Kansas | 6 | ||
Kentucky | 10 | ||
Louisiana | 9 | ||
Maine | 3 | ||
Maryland | 18 | ||
Massachusetts | 23 | ||
Michigan | 34 | ||
Minnesota | 11 | ||
Mississippi | 5 | ||
Missouri | 16 | ||
Montana | 1 | ||
Nebraska | 4 | ||
Nevada | 10 | ||
New Hampshire | 7 | ||
New Jersey | 43 | ||
New Mexico | 3 | ||
New York | 63 | ||
North Carolina | 21 | ||
North Dakota | 1 | ||
Ohio | 37 | ||
Oklahoma | 7 | ||
Oregon | 8 | ||
Pennsylvania | 47 | ||
Rhode Island | 2 | ||
South Carolina | 10 | ||
South Dakota | 2 | ||
Tennessee | 17 | ||
Texas | 61 | ||
Utah | 8 | ||
Vermont | 1 | ||
Virginia | 26 | ||
Washington | 14 | ||
West Virginia | 4 | ||
Wisconsin | 11 | ||
Puerto Rico | 5 | ||
Total (1) | 875 |
(1) | This includes 36 Express stores that each have a cumulative lease term of at least two years and excludes the remaining 48 temporary Express store locations which remained open as of February 2, 2013. During the fiscal 2012 holiday selling season, we operated 240 Express stores domestically. |
Location | Number of Stores Operated | ||
Australia | 34 | ||
Austria | 15 | ||
Brunei | 1 | ||
Canada | 97 | ||
China | 29 | ||
France | 47 | ||
Germany | 62 | ||
Hong Kong | 13 | ||
Japan | 163 | ||
Malaysia | 21 | ||
Poland | 3 | ||
Portugal | 8 | ||
Singapore | 7 | ||
Spain | 48 | ||
Switzerland | 8 | ||
Taiwan | 19 | ||
Thailand | 10 | ||
United Kingdom | 80 | ||
Total (1) | 665 |
(1) | This includes 23 Express stores that each have a cumulative lease term of at least two years and excludes the remaining 18 temporary Express store locations which remained open as of February 2, 2013. During the fiscal 2012 holiday selling season, we operated 63 Express stores internationally. |
Location | Number of Stores Licensed | ||
Bahrain | 1 | ||
Denmark | 15 | ||
Egypt | 3 | ||
Finland | 5 | ||
Iceland | 3 | ||
Israel | 21 | ||
Kuwait | 2 | ||
Macau | 1 | ||
Norway | 11 | ||
Oman | 1 | ||
Philippines | 15 | ||
Qatar | 1 | ||
Saudi Arabia | 12 | ||
South Africa | 25 | ||
South Korea | 23 | ||
Sweden | 16 | ||
United Arab Emirates | 8 | ||
Total | 163 |
ITEM 1A. | RISK FACTORS |
• | the availability of sufficient funds for the expansion; |
• | the availability of attractive store locations and the ability to accurately assess the demographic or retail environment and customer demand at a given location; |
• | the ability to negotiate favorable lease terms and obtain the necessary permits and zoning approvals; |
• | the absence of occupancy delays; |
• | the ability to construct, furnish and supply a store in a timely and cost effective manner; |
• | the ability to hire and train new personnel, especially store managers, in a cost effective manner; |
• | costs of integration, which may be higher than anticipated; and |
• | general economic conditions. |
• | changes in consumer willingness to purchase goods via the Internet; |
• | increases in software filters that may inhibit our ability to market our products through e-mail messages to our customers and increases in consumer privacy concerns relating to the Internet; |
• | changes in technology; |
• | changes in applicable federal and state regulation, such as the Federal Trade Commission Act, the Children’s Online Privacy Act, the Fair Credit Reporting Act and the Gramm-Leach-Bliley Act and similar types of international laws; |
• | breaches of Internet security; |
• | failure of our Internet service providers to perform their services properly and in a timely and efficient manner; |
• | failures in our Internet infrastructure or the failure of systems or third parties, such as telephone or electric power service, resulting in website downtime or other problems; |
• | failure by us to process on-line customer orders properly and on time, which may negatively impact future on-line and in-store purchases by such customers; and |
• | failure by our service provider to provide warehousing and fulfillment services, which may negatively impact future on-line and in store purchases by customers. |
• | increasing our vulnerability to general economic and industry conditions; |
• | requiring a substantial portion of cash flows from operating activities to be dedicated to the payment of principal and interest on our indebtedness, and as a result, reducing our ability to use our cash flows to fund our operations and capital expenditures, capitalize on future business opportunities, expand our business and execute our strategy; |
• | increasing the difficulty for us to make scheduled payments on our outstanding debt and other obligations, as our business may not be able to generate sufficient cash flows from operating activities to meet our debt service obligations; |
• | exposing us to the risk of increased interest expense due to changes in borrowing spreads and short-term interest rates; |
• | causing us to make non-strategic divestitures; |
• | limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements and general, corporate or other purposes; and |
• | limiting our ability to adjust to changing market conditions and reacting to competitive pressure, and placing us at a competitive disadvantage compared to our competitors who are less leveraged. |
• | incur certain additional indebtedness; |
• | transfer money between Toys “R” Us, Inc. (the “Parent Company”) and our various subsidiaries; |
• | pay dividends on, repurchase or make distributions with respect to our or our subsidiaries’ capital stock or make other restricted payments; |
• | issue stock of subsidiaries; |
• | make certain investments, loans or advances; |
• | transfer and sell certain assets; |
• | create or permit liens on assets; |
• | consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; |
• | enter into certain transactions with our affiliates; and |
• | amend certain documents. |
ITEM 1B. | UNRESOLVED STAFF COMMENTS |
ITEM 2. | PROPERTIES |
Owned | Ground Leased (1) | Leased (2) | Total | Total Gross Square Feet (3) (In millions) | |||||||||||
Stores: | |||||||||||||||
Domestic | 289 | 225 | 361 | 875 | 35 | ||||||||||
International | 78 | 26 | 561 | 665 | 20 | ||||||||||
367 | 251 | 922 | 1,540 | 55 | |||||||||||
Distribution Centers: | |||||||||||||||
Domestic | 7 | — | 3 | 10 | 8 | ||||||||||
International | 5 | — | 5 | 10 | 4 | ||||||||||
12 | — | 8 | 20 | 12 | |||||||||||
Total Operating Stores and Distribution Centers | 379 | 251 | 930 | 1,560 | 67 |
(1) | Owned buildings on leased land. |
(2) | This includes 36 and 23 Express stores within our Domestic and International segments, respectively, that each have a cumulative lease term of at least two years and excludes the remaining 48 and 18 temporary Express store locations within our Domestic and International segments, respectively, which remained open as of February 2, 2013. During the fiscal 2012 holiday selling season, we operated 240 Domestic and 63 International Express stores. |
(3) | Represents total square footage occupied, excluding any space dedicated to mezzanines (with the exception of our flagship stores), catwalks, parking lots and decks. |
ITEM 3. | LEGAL PROCEEDINGS |
ITEM 4. | MINE SAFETY DISCLOSURES |
ITEM 5. | MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
ITEM 6. | SELECTED FINANCIAL DATA |
Fiscal Years Ended (1) | ||||||||||||||||||||
(In millions, except share data and number of stores) | February 2, 2013 | January 28, 2012 | January 29, 2011 | January 30, 2010 | January 31, 2009 | |||||||||||||||
Statement of Operations Data: | ||||||||||||||||||||
Net sales | $ | 13,543 | $ | 13,909 | $ | 13,864 | $ | 13,568 | $ | 13,724 | ||||||||||
Net earnings (2) | 39 | 151 | 167 | 304 | 211 | |||||||||||||||
Net earnings attributable to Toys “R” Us, Inc. (2) | 38 | 149 | 168 | 312 | 218 | |||||||||||||||
Share Data: | ||||||||||||||||||||
Earnings per common share attributable to common shareholders (3): | ||||||||||||||||||||
Basic | $ | 0.39 | $ | 2.98 | $ | 3.43 | $ | 6.37 | $ | 4.45 | ||||||||||
Diluted | 0.38 | 2.91 | 3.36 | 6.33 | 4.43 | |||||||||||||||
Weighted average shares used in computing per share amounts: | ||||||||||||||||||||
Basic | 49,074,858 | 48,979,571 | 48,941,118 | 48,962,152 | 48,936,391 | |||||||||||||||
Diluted | 49,941,397 | 50,149,212 | 49,981,504 | 49,304,963 | 49,226,421 | |||||||||||||||
Balance Sheet Data (end of period): | ||||||||||||||||||||
Working capital | $ | 1,171 | $ | 708 | $ | 534 | $ | 619 | $ | 617 | ||||||||||
Property and equipment, net | 3,891 | 4,052 | 4,061 | 4,084 | 4,187 | |||||||||||||||
Total assets | 8,921 | 8,842 | 8,832 | 8,577 | 8,411 | |||||||||||||||
Total debt (4) | 5,343 | 5,170 | 5,288 | 5,196 | 5,545 | |||||||||||||||
Total equity (deficit) | 485 | 503 | 343 | 117 | (152 | ) | ||||||||||||||
Other Financial and Operating Data: | ||||||||||||||||||||
Number of stores - Domestic (at period end) | 875 | 876 | 868 | 849 | 846 | |||||||||||||||
Number of stores - International - Operated (at period end) (5) | 665 | 626 | 524 | 514 | 504 | |||||||||||||||
Total operated stores (at period end) (5) | 1,540 | 1,502 | 1,392 | 1,363 | 1,350 | |||||||||||||||
Number of stores - International - Licensed (at period end) (5) | 163 | 151 | 220 | 203 | 209 | |||||||||||||||
Adjusted EBITDA (6) | $ | 1,015 | $ | 1,054 | $ | 1,118 | $ | 1,141 | $ | 998 |
(1) | Our fiscal year ends on the Saturday nearest to January 31 of each calendar year. With the exception of fiscal 2012, which includes 53 weeks, all other fiscal years presented include 52 weeks. |
(2) | Refer to the Adjusted EBITDA table within this section for certain income and expense items that management believes make it more difficult to assess the Company’s actual operating performance. |
(3) | For fiscals 2012 and 2011, earnings per share was computed using Net earnings attributable to common shareholders of $19 million and $146 million, respectively, which has been adjusted for the changes in the carrying amount of the redeemable Noncontrolling interest using the two-class method. This application of the guidance did not have an impact on prior period earnings per share. Refer to Note 1 to the Consolidated Financial Statements entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” for further details. |
(4) | Includes current portion of long-term debt and short-term borrowings. See Note 2 to our Consolidated Financial Statements entitled “SHORT-TERM BORROWINGS AND LONG-TERM DEBT” for further details. |
(5) | As a result of the Labuan acquisition, on October 31, 2011, 90 of our licensed stores became part of our operated locations upon acquisition. As of February 2, 2013, and January 28, 2012, International operated stores includes 100 and 92 Labuan stores, respectively. See Note 17 to our Consolidated Financial Statements entitled “ACQUISITIONS” for further details. |
(6) | Adjusted EBITDA is defined as EBITDA (earnings before net interest income (expense), income tax expense (benefit), depreciation and amortization), as further adjusted to exclude the effects of certain income and expense items that management believes make it more difficult to assess the Company’s actual operating performance including certain items which are generally non-recurring. We have historically excluded the impact of such items from internal performance assessments. We believe that excluding items such as Sponsors’ management and advisory fees, asset impairment charges, restructuring charges, impact of litigation, noncontrolling interest, net gains on sales of properties, gift card breakage accounting change and the other charges specified below, helps investors compare our operating performance with our results in prior periods. We believe it is appropriate to exclude these items as they are not related to ongoing operating performance and, therefore, limit comparability between periods and between us and similar companies. |
Fiscal Years Ended | ||||||||||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | January 30, 2010 | January 31, 2009 | |||||||||||||||
Net earnings attributable to Toys “R” Us, Inc. | $ | 38 | $ | 149 | $ | 168 | $ | 312 | $ | 218 | ||||||||||
Add: | ||||||||||||||||||||
Income tax expense (benefit) | 53 | (1 | ) | (35 | ) | 40 | 7 | |||||||||||||
Interest expense, net | 464 | 432 | 514 | 440 | 403 | |||||||||||||||
Depreciation and amortization | 407 | 403 | 388 | 376 | 399 | |||||||||||||||
EBITDA | 962 | 983 | 1,035 | 1,168 | 1,027 | |||||||||||||||
Adjustments: | ||||||||||||||||||||
Litigation expense (a) | 1 | 8 | 23 | — | — | |||||||||||||||
Sponsors’ management and advisory fees (b) | 21 | 20 | 20 | 15 | 18 | |||||||||||||||
Prior period lease accounting (c) | — | — | 16 | — | — | |||||||||||||||
Impairment of long-lived assets (d) | 11 | 6 | 11 | 7 | 33 | |||||||||||||||
Compensation expense (e) | 2 | 1 | 6 | — | — | |||||||||||||||
Transfer tax (benefit) expense (f) | (1 | ) | — | 6 | — | — | ||||||||||||||
Restructuring (g) | 2 | 3 | 3 | 5 | 8 | |||||||||||||||
Net gains on sales of properties (h) | (4 | ) | (3 | ) | (10 | ) | (6 | ) | (5 | ) | ||||||||||
Net earnings (loss) attributable to noncontrolling interest (i) | 1 | 2 | (1 | ) | (8 | ) | (7 | ) | ||||||||||||
Gain on settlement of litigation (j) | — | — | — | (51 | ) | — | ||||||||||||||
McDonald’s Japan contract termination (k) | — | — | — | — | 14 | |||||||||||||||
Gift card breakage accounting change (l) | — | — | — | — | (59 | ) | ||||||||||||||
Loss (gain) on liquidation of TRU (HK) Limited (m) | — | 1 | — | — | (39 | ) | ||||||||||||||
Certain legal and accounting transaction costs | 6 | 6 | — | — | — | |||||||||||||||
Acquisition costs (n) | — | 4 | — | — | — | |||||||||||||||
Property damage write-offs and repairs (o) | 8 | 11 | — | — | — | |||||||||||||||
Severance (p) | — | 7 | 4 | 5 | 3 | |||||||||||||||
Store closure costs (p) | 6 | 5 | 5 | 6 | 5 | |||||||||||||||
Adjusted EBITDA | $ | 1,015 | $ | 1,054 | $ | 1,118 | $ | 1,141 | $ | 998 |
(a) | Represents litigation expenses recorded for certain legal matters. See Note 14 to our Consolidated Financial Statements entitled “LITIGATION AND LEGAL PROCEEDINGS” for further details. |
(b) | Represents fees expensed to the Sponsors in accordance with the advisory agreement. The advisory fee paid to the Sponsors increases 5% per year during the ten-year term of the agreement with the exception of fiscal 2009. See Note 16 to our Consolidated Financial Statements entitled “RELATED PARTY TRANSACTIONS” for further details. |
(c) | Represents a non-cash cumulative correction of prior period straight-line lease accounting. |
(d) | Asset impairments primarily due to the identification of underperforming stores and the relocation of certain stores. See Note 1 to our Consolidated Financial Statements entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” and Note 4 to our Consolidated Financial Statements entitled “FAIR VALUE MEASUREMENTS” for further details. |
(e) | Represents the incremental compensation expense related to existing liability awards and the repurchase of awards by the Company upon termination. |
(f) | Represents state and city property transfer taxes recognized in fiscal 2010 related to the merger transaction in fiscal 2005, a portion of which were settled in fiscal 2012. |
(g) | Restructuring and other charges consist primarily of costs incurred from the Company’s 2003 and 2005 restructuring initiatives. The additional charges are primarily due to changes in management’s estimates for events such as lease terminations, assignments and sublease income adjustments. |
(h) | Represents the sale of properties results. See Note 5 to our Consolidated Financial Statements entitled “PROPERTY AND EQUIPMENT” for further details. |
(i) | Represents noncontrolling interests in Labuan for fiscals 2012 and 2011, and Toys – Japan for fiscal 2008 through fiscal 2010. |
(j) | Represents a $51 million gain recorded in Other income, net related to the litigation settlement with Amazon in fiscal 2009. |
(k) | In fiscal 2008, a settlement was reached in which Toys – Japan and McDonald’s Japan agreed to the termination of the service agreement and the payment by Toys – Japan of $19 million to McDonald’s Japan. The Company had previously established a reserve of $5 million in fiscal 2007. |
(l) | During fiscal 2008, the Company changed its method for recording gift card breakage income to recognize breakage income and derecognize the gift card liability for unredeemed gift cards in proportion to actual redemptions of gift cards. As a result, the adjustment recorded in fiscal 2008 resulted in an additional $59 million of gift card breakage income. |
(m) | In fiscal 2011, in conjunction with the completion of the liquidation of TRU (HK) Limited, our wholly-owned subsidiary, we recognized a $1 million loss. In fiscal 2008, when the subsidiary had been substantially liquidated, we recognized a $39 million gain. |
(n) | Represents costs incurred in conjunction with the acquisition of 70% ownership interest in Labuan from Li & Fung. See Note 17 to our Consolidated Financial Statements entitled “ACQUISITIONS” for further details. |
(o) | Represents the write-off of damaged assets and repairs from a hurricane that hit the east coast of the United States, store fires in Australia, an earthquake and resulting tsunami that hit the Northeast coast of Japan and other property losses, net of insurance claims. |
(p) | Represents certain officers’ severance and store closure costs. |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
• | 852 traditional toy stores, which typically range in size from 20,000 to 50,000 square feet and devote approximately 6,000 square feet to boutique areas for juvenile (including baby) products (BRU Express and Juvenile Expansion formats devote approximately an additional 4,000 square feet and 1,000 square feet, respectively, for juvenile - including baby - products); |
• | 374 SBS stores, which typically range in size from 30,000 to 70,000 square feet and devote approximately 20,000 to 40,000 square feet to traditional toy products and approximately 10,000 to 30,000 square feet to juvenile (including baby) products; |
• | 252 juvenile stores, which typically range in size from 30,000 to 45,000 square feet and devote approximately 2,000 to 3,000 square feet to traditional toy products; |
• | 59 Express stores, which typically range in size from 2,000 to 7,000 square feet, each with a cumulative lease term of at least two years; and |
• | 3 flagship store locations (the Toys “R” Us store in Times Square, the FAO Schwarz store on 5th Avenue and the Babies “R” Us store in Union Square – all in New York City), which range in size from approximately 55,000 to 105,000 square feet. |
• | 163 “R” Us branded retail stores ranging in various sizes. |
• | Domestic — Our Domestic segment sells a variety of products in the core toy, entertainment, juvenile (including baby), learning and seasonal categories through 875 stores that operate in 49 states in the United States and Puerto Rico and through the Internet. Domestic Net sales in fiscal 2012 were derived from 393 traditional toy stores (including 83 BRU Express and Juvenile Expansion formats), 239 juvenile stores, 204 SBS stores, 36 permanent Express stores and our three flagship stores in New York City. Additionally, we generated Net sales through our temporary Express store locations. Domestic Net sales were $8.1 billion for fiscal 2012, which accounts for 60% of our consolidated Net sales. |
• | International — Our International segment sells a variety of products in the core toy, entertainment, juvenile (including baby), learning and seasonal categories through 665 operated and 163 licensed stores in 35 countries and jurisdictions and through the Internet. In addition to fees received from licensed stores, International Net sales in fiscal 2012 were derived from 459 traditional toy stores (including 17 BRU Express formats), 170 SBS stores, 23 permanent Express stores and 13 juvenile stores. Additionally, we generated Net sales through our temporary Express store locations. Our operated stores are located in Australia, Austria, Brunei, Canada, China, France, Germany, Hong Kong, Japan, Malaysia, Poland, Portugal, Singapore, Spain, Switzerland, Taiwan, Thailand and the United Kingdom. International Net sales were $5.4 billion for fiscal 2012, which accounts for 40% of our consolidated Net sales. |
• | Liquidity and capital requirements — Our operations have significant liquidity and capital requirements and depend on the availability of adequate financing on reasonable terms. If our lenders are unable to fund borrowings under their credit commitments or we are unable to borrow, it could have a significant negative effect on our business. |
• | Growth opportunities — If we cannot implement our juvenile integration strategy or open new stores, our future growth will be adversely affected. Additionally, the success and expansion of our e-commerce business depends on our ability to provide quality service to our Internet customers and if we are not able to provide such services, our future growth will be adversely affected. |
• | Seasonality — Our business is highly seasonal with a substantial portion of our sales and earnings generated in the fourth quarter. During fiscals 2012, 2011 and 2010, approximately 43%, respectively, of the Net sales from our worldwide business were generated in the fourth quarter. Our results of operations depend significantly upon the fourth quarter holiday selling season. |
• | Spending patterns — Many economic and other factors outside our control, including consumer confidence, consumer spending levels, employment levels, consumer debt levels, inflation and deflation, as well as the availability of consumer credit, affect consumer spending habits. |
• | Increased competition — Our businesses operate in a highly competitive retail market. We compete on the basis of product variety, price, quality, availability, advertising and promotion, convenience or store location, safety, customer support and service. We face strong competition from discount and mass merchandisers, national and regional chains and department stores, consumer electronics retailers, local retailers in the markets we serve and Internet and catalog businesses. Price competition in our retailing business continued to be intense during the fiscal 2012 fourth quarter holiday season. |
• | Video games and video game systems — Video games and video game systems represent a significant portion of our entertainment category. Video games and video game systems have accounted for 7%, 8% and 9% of our annual Net sales for fiscals 2012, 2011 and 2010, respectively. Due to the intensified competition as well as the maturation of new technology, sales of video games and video game systems will periodically experience volatility that may impact our financial performance. Additionally, if video game system manufacturers fail to develop new hardware systems, or if new video game products continue to be sold in channels other than traditional retail stores our sales of video game products could continue to decline, which would negatively impact our financial performance. Our entertainment category, which includes video games and video game systems, had a gross margin rate between approximately 14% and 18% for the past three fiscal years. |
• | International — We conduct a significant portion of our business outside the United States. For fiscals 2012, 2011 and 2010, approximately 40%, 40% and 38% of our Net sales, respectively, were generated outside the United States. Weakened global economic conditions, particularly the weakened and unstable environment in Europe and Japan, and the decline of the Euro, pound and yen, could continue to affect us through lower sales due to reduced demand and the effects of foreign currency translation. |
Fiscal Years Ended | ||||||||||||
($ In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
Net sales | $ | 13,543 | $ | 13,909 | $ | 13,864 | ||||||
Gross margin | 4,951 | 4,970 | 4,925 | |||||||||
Gross margin as a percentage of Net sales | 36.6 | % | 35.7 | % | 35.5 | % | ||||||
Selling, general and administrative expenses | $ | 4,041 | $ | 4,029 | $ | 3,942 | ||||||
Selling, general and administrative expenses as a percentage of Net sales | 29.8 | % | 29.0 | % | 28.4 | % | ||||||
Net earnings attributable to Toys “R” Us, Inc. | $ | 38 | $ | 149 | $ | 168 |
• | stores that have been remodeled (including conversions) while remaining open; |
• | stores that have been relocated and/or expanded to new buildings within the same trade area, in which the new store opens at about the same time as the old store closes; |
• | stores that have expanded within their current locations; and |
• | sales from our Internet businesses. |
Fiscal Years Ended | |||||||||
February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||
Domestic | (3.5 | )% | (1.7 | )% | 1.7 | % | |||
International (1) | (5.0 | )% | (2.7 | )% | (3.1 | )% |
(1) | For fiscal 2012, international comparable store net sales includes sales from stores acquired in the Labuan acquisition 56 weeks from their acquisition in fiscal 2011. |
Fiscal Years Ended | |||||||||
Domestic: | February 2, 2013 | January 28, 2012 | January 29, 2011 | ||||||
Core Toy | 15.9 | % | 15.8 | % | 15.5 | % | |||
Entertainment | 11.6 | % | 12.9 | % | 13.7 | % | |||
Juvenile | 37.5 | % | 37.3 | % | 37.2 | % | |||
Learning | 22.3 | % | 21.4 | % | 20.9 | % | |||
Seasonal | 11.4 | % | 11.2 | % | 11.4 | % | |||
Other (1) | 1.3 | % | 1.4 | % | 1.3 | % | |||
Total | 100 | % | 100 | % | 100 | % |
(1) | Consists primarily of shipping and other non-product related revenues. |
Fiscal Years Ended | |||||||||
International: | February 2, 2013 | January 28, 2012 | January 29, 2011 | ||||||
Core Toy | 21.9 | % | 22.0 | % | 21.3 | % | |||
Entertainment | 11.4 | % | 11.9 | % | 13.4 | % | |||
Juvenile | 21.6 | % | 21.6 | % | 21.7 | % | |||
Learning | 29.2 | % | 27.8 | % | 26.9 | % | |||
Seasonal | 15.2 | % | 15.9 | % | 15.9 | % | |||
Other (1) | 0.7 | % | 0.8 | % | 0.8 | % | |||
Total | 100 | % | 100 | % | 100 | % |
(1) | Consists primarily of licensing fees from unaffiliated third parties and other non-product related revenues. |
Fiscal 2012 | ||||||||||||||||||
January 28, 2012 | Opened | Closed (5) | Conversions | Relocations | February 2, 2013 | |||||||||||||
Domestic: | ||||||||||||||||||
Standalone stores (1)(3) | 693 | 10 | (9 | ) | (14 | ) | (9 | ) | 671 | |||||||||
Side-by-side stores | 183 | 2 | — | 13 | 6 | 204 | ||||||||||||
Total Domestic | 876 | 12 | (9 | ) | (1 | ) | (6) | (3 | ) | (7) | 875 | |||||||
International: | ||||||||||||||||||
Standalone stores (2)(3) | 482 | 45 | (14 | ) | (18 | ) | — | 495 | ||||||||||
Side-by-side stores | 144 | 8 | — | 18 | — | 170 | ||||||||||||
Total International | 626 | 53 | (14 | ) | — | — | 665 | |||||||||||
Total Operated (3)(4) | 1,502 | 65 | (23 | ) | (1 | ) | (3 | ) | 1,540 | |||||||||
Fiscal 2011 | ||||||||||||||||||
January 29, 2011 | Opened | Closed (5) | Conversions | Relocations | January 28, 2012 | |||||||||||||
Domestic: | ||||||||||||||||||
Standalone stores (1)(3) | 729 | 18 | (8 | ) | (24 | ) | (22 | ) | 693 | |||||||||
Side-by-side stores | 139 | 4 | — | 24 | 16 | 183 | ||||||||||||
Total Domestic | 868 | 22 | (8 | ) | — | (6 | ) | (7) | 876 | |||||||||
International: | ||||||||||||||||||
Standalone stores (2)(3) | 407 | 100 | (8) | (4 | ) | (21 | ) | — | 482 | |||||||||
Side-by-side stores | 117 | 6 | — | 21 | — | 144 | ||||||||||||
Total International | 524 | 106 | (4 | ) | — | — | 626 | |||||||||||
Total Operated (3)(4) | 1,392 | 128 | (12 | ) | — | (6 | ) | 1,502 |
(1) | Store count as of February 2, 2013 includes 21 BRU Express stores and 62 Juvenile Expansions. Store count as of January 28, 2012 included 20 BRU Express stores and 62 Juvenile Expansions. Store count as of January 29, 2011 included 14 BRU Express and 65 Juvenile Expansions. |
(2) | Store count as of February 2, 2013 includes 17 BRU Express stores. Store count as of January 28, 2012 included 14 BRU Express Stores. Store count as of January 29, 2011 included seven BRU Express stores. |
(3) | Express stores with a cumulative lease term of at least two years are included in our overall store count, while remaining locations are excluded. As of February 2, 2013, there were 84 Domestic and 41 International Express stores open, 36 and 23 of which have been included in our overall store count within our Domestic and International segments, respectively. As of January 28, 2012, there were 47 Domestic and 43 International Express stores open, 31 of which were included in our overall store count within our Domestic segment, and none of which were included within our International segment. As of January 29, 2011, there were 79 Domestic and 16 International Express stores open, 19 of which were included in our overall store count within our Domestic segment, and none of which were included within our International segment. |
(4) | Excluded from our overall store count are 163, 151 and 220 International licensed stores as of February 2, 2013, January 28, 2012 and January 29, 2011, respectively. |
(5) | Excludes stores closed as a result of conversions and relocations. |
(6) | Of the 13 conversions in fiscal 2012, one was accompanied by multiple store closings. |
(7) | Of the six relocations in fiscal 2012, three were accompanied by multiple store closings. Of the 16 relocations in fiscal 2011, six were accompanied by multiple store closings. |
(8) | Includes 92 stores related to the Labuan acquisition. Refer to Note 17 to our Consolidated Financial Statements entitled “ACQUISTIONS” for further details. |
(In millions) | Fiscal 2012 | Fiscal 2011 | Change | |||||||||
Toys “R” Us - Consolidated | $ | 38 | $ | 149 | $ | (111 | ) |
Percentage of Net sales | |||||||||||||||||||||
($ In millions) | Fiscal 2012 | Fiscal 2011 | $ Change | % Change | Fiscal 2012 | Fiscal 2011 | |||||||||||||||
Domestic | $ | 8,149 | $ | 8,393 | $ | (244 | ) | (2.9 | )% | 60.2 | % | 60.3 | % | ||||||||
International | 5,394 | 5,516 | (122 | ) | (2.2 | )% | 39.8 | % | 39.7 | % | |||||||||||
Toys “R” Us - Consolidated | $ | 13,543 | $ | 13,909 | $ | (366 | ) | (2.6 | )% | 100.0 | % | 100.0 | % |
• | the cost of merchandise acquired from vendors; |
• | freight in; |
• | provision for excess and obsolete inventory; |
• | shipping costs to consumers; |
• | provision for inventory shortages; and |
• | credits and allowances from our merchandise vendors. |
Percentage of Net sales | |||||||||||||||||||||
($ In millions) | Fiscal 2012 | Fiscal 2011 | $ Change | Fiscal 2012 | Fiscal 2011 | Change | |||||||||||||||
Domestic | $ | 2,885 | $ | 2,876 | $ | 9 | 35.4 | % | 34.3 | % | 1.1 | % | |||||||||
International | 2,066 | 2,094 | (28 | ) | 38.3 | % | 38.0 | % | 0.3 | % | |||||||||||
Toys “R” Us - Consolidated | $ | 4,951 | $ | 4,970 | $ | (19 | ) | 36.6 | % | 35.7 | % | 0.9 | % |
• | store payroll and related payroll benefits; |
• | rent and other store operating expenses; |
• | advertising and promotional expenses; |
• | costs associated with operating our distribution network, including costs related to transporting merchandise from distribution centers to stores; |
• | restructuring charges; and |
• | other corporate-related expenses. |
Percentage of Net sales | |||||||||||||||||||||
($ In millions) | Fiscal 2012 | Fiscal 2011 | $ Change | Fiscal 2012 | Fiscal 2011 | Change | |||||||||||||||
Toys “R” Us - Consolidated | $ | 4,041 | $ | 4,029 | $ | 12 | 29.8 | % | 29.0 | % | 0.8 | % |
(In millions) | Fiscal 2012 | Fiscal 2011 | Change | |||||||||
Toys “R” Us - Consolidated | $ | 407 | $ | 403 | $ | 4 |
• | credit card program income; |
• | gift card breakage income; |
• | impairment of long-lived assets; |
• | net gains on sales of properties; |
• | foreign exchange gains and losses; and |
• | other operating income and expenses. |
(In millions) | Fiscal 2012 | Fiscal 2011 | Change | |||||||||
Toys “R” Us - Consolidated | $ | 53 | $ | 44 | $ | 9 |
(In millions) | Fiscal 2012 | Fiscal 2011 | Change | |||||||||
Toys “R” Us - Consolidated | $ | 480 | $ | 442 | $ | 38 |
(In millions) | Fiscal 2012 | Fiscal 2011 | Change | |||||||||
Toys “R” Us - Consolidated | $ | 16 | $ | 10 | $ | 6 |
($ In millions) | Fiscal 2012 | Fiscal 2011 | Change | ||||||
Toys “R” Us - Consolidated | 53 | (1 | ) | 54 | |||||
Consolidated effective tax rate | 57.6 | % | (0.7 | )% | 58.3 | % |
(In millions) | Fiscal 2011 | Fiscal 2010 | Change | |||||||||
Toys “R” Us - Consolidated | $ | 149 | $ | 168 | $ | (19 | ) |
Percentage of Net sales | |||||||||||||||||||||
($ In millions) | Fiscal 2011 | Fiscal 2010 | $ Change | % Change | Fiscal 2011 | Fiscal 2010 | |||||||||||||||
Domestic | $ | 8,393 | $ | 8,621 | $ | (228 | ) | (2.6 | )% | 60.3 | % | 62.2 | % | ||||||||
International | 5,516 | 5,243 | 273 | 5.2 | % | 39.7 | % | 37.8 | % | ||||||||||||
Toys “R” Us - Consolidated | $ | 13,909 | $ | 13,864 | $ | 45 | 0.3 | % | 100.0 | % | 100.0 | % |
Percentage of Net sales | |||||||||||||||||||||
($ In millions) | Fiscal 2011 | Fiscal 2010 | $ Change | Fiscal 2011 | Fiscal 2010 | Change | |||||||||||||||
Domestic | $ | 2,876 | $ | 3,004 | $ | (128 | ) | 34.3 | % | 34.8 | % | (0.5 | )% | ||||||||
International | 2,094 | 1,921 | 173 | 38.0 | % | 36.6 | % | 1.4 | % | ||||||||||||
Toys “R” Us - Consolidated | $ | 4,970 | $ | 4,925 | $ | 45 | 35.7 | % | 35.5 | % | 0.2 | % |
Percentage of Net sales | |||||||||||||||||||||
($ In millions) | Fiscal 2011 | Fiscal 2010 | $ Change | Fiscal 2011 | Fiscal 2010 | Change | |||||||||||||||
Toys “R” Us - Consolidated | $ | 4,029 | $ | 3,942 | $ | 87 | 29.0 | % | 28.4 | % | 0.6 | % |
(In millions) | Fiscal 2011 | Fiscal 2010 | Change | |||||||||
Toys “R” Us - Consolidated | $ | 403 | $ | 388 | $ | 15 |
(In millions) | Fiscal 2011 | Fiscal 2010 | Change | |||||||||
Toys “R” Us - Consolidated | $ | 44 | $ | 51 | $ | (7 | ) |
(In millions) | Fiscal 2011 | Fiscal 2010 | Change | |||||||||
Toys “R” Us - Consolidated | $ | 442 | $ | 521 | $ | (79 | ) |
(In millions) | Fiscal 2011 | Fiscal 2010 | Change | |||||||||
Toys “R” Us - Consolidated | $ | 10 | $ | 7 | $ | 3 |
($ In millions) | Fiscal 2011 | Fiscal 2010 | Change | |||||||||
Toys “R” Us - Consolidated | $ | (1 | ) | $ | (35 | ) | $ | 34 | ||||
Consolidated effective tax rate | (0.7 | )% | (26.5 | )% | 25.8 | % |
(In millions) | Fiscal 2012 | Fiscal 2011 | Fiscal 2010 | |||||||||
Other store-related projects (1) | $ | 78 | $ | 75 | $ | 51 | ||||||
New stores (2) | 68 | 91 | 65 | |||||||||
Conversion projects (3) | 62 | 100 | 117 | |||||||||
Information technology | 57 | 66 | 62 | |||||||||
Distribution centers | 21 | 48 | 30 | |||||||||
Total capital expenditures | $ | 286 | $ | 380 | $ | 325 |
(1) | Includes other store-related projects (other than conversion projects) such as store updates. |
(2) | Primarily includes SBS relocations as well as single format stores (including Express stores). |
(3) | Primarily includes SBS conversions as well as other remodels pursuant to our juvenile integration strategy. |
(In millions) | Fiscal 2012 | Fiscal 2011 | Fiscal 2010 | |||||||||
Net cash provided by operating activities | $ | 537 | $ | 319 | $ | 220 | ||||||
Net cash used in investing activities | (267 | ) | (454 | ) | (281 | ) | ||||||
Net cash provided by (used in) financing activities | 147 | (185 | ) | (53 | ) | |||||||
Effect of exchange rate changes on Cash and cash equivalents | — | 8 | 1 | |||||||||
Net increase (decrease) during period in Cash and cash equivalents | $ | 417 | $ | (312 | ) | $ | (113 | ) |
• | On April 10, 2012, Toys-Delaware entered into a Second Joinder Agreement (the “Second Joinder Agreement”) to the amended and restated Toys-Delaware’s secured term loan agreement (“Secured Term Loan Facility”). The Second Joinder Agreement added a new tranche of term loans in an aggregate principal amount of $225 million due fiscal 2018 (“Second Incremental Secured Term Loan”), increasing the total size of the Secured Term Loan Facility to an aggregate principal amount of $1.3 billion. The Second Incremental Secured Term Loan was borrowed at a discount of approximately $5 million, which resulted in gross proceeds of approximately $220 million. The net proceeds were raised by Toys-Delaware for general corporate purposes, including, without limitation, to make restricted payments or other distributions or advances to provide funds to us to repay, refinance, repurchase, redeem, defease or otherwise satisfy any indebtedness of the Company or any of its subsidiaries. |
• | On May 14, 2012, in accordance with the indenture governing Toys “R” Us Property Company I, LLC’s (“TRU Propco I”) 10.750% senior notes (the “TRU Propco I Notes”), TRU Propco I commenced a tender offer to purchase up to an aggregate principal amount of approximately $33 million of the TRU Propco I Notes for approximately $32 million in cash. The tender offer expired on June 13, 2012, with no holders opting to tender. Therefore, as permitted by the indenture, TRU Propco I made a cash distribution of approximately $32 million to the Parent Company on June 21, 2012. |
• | On June 25, 2012, Toys-Japan amended the terms of Tranche 1 and entered into an agreement with a syndicate of financial institutions to refinance Tranche 2. As a result, Tranche 1 is available in amounts of up to ¥12.9 billion ($139 million at February 2, 2013), expiring on June 28, 2013. Additionally, Tranche 2 is available in amounts of up to ¥12.0 billion ($129 million at February 2, 2013), expiring on June 27, 2014. |
• | On August 1, 2012, we completed the offering of the 2017 Notes. The 2017 Notes were issued at a discount of approximately $4 million, which resulted in gross proceeds of approximately $446 million. The net proceeds were used to redeem the outstanding 2013 Notes, and pay fees. |
• | On October 11, 2012, pursuant to a registration rights agreement that we entered into in connection with the offering of the 2017 Notes, we commenced a registered exchange offer for the 2017 Notes pursuant to a registration statement under the Securities Act of 1933. The exchange offer was completed on November 9, 2012 with 100% of the 2017 Notes exchanged for registered 2017 Notes. |
• | On January 29, 2013, Toys “R” Us Iberia Real Estate S.L.U. (“TRU Iberia Real Estate”) entered into a three year senior secured term loan facility agreement (the “Spain Propco Facility Agreement”) for an aggregate principal amount of €75 million ($102 million at February 2, 2013). The net proceeds of the loan under the Spain Propco Facility Agreement, together with cash on hand, were used to repay the principal amount under the €126 million ($170 million at January 29, 2013) Spanish real estate credit facility due fiscal 2012. |
• | On February 27, 2013, Toys “R” Us France Real Estate SAS (“TRU France Real Estate”) entered into a five year senior secured term loan facility agreement (the “France Propco Facility Agreement”) for an aggregate principal amount of €48 million ($63 million at February 27, 2013). The net proceeds of the loan under the France Propco Facility Agreement, together with cash on hand, were used to repay the principal balance of the €61 million ($80 million at February 27, 2013) French real estate credit facility due fiscal 2013. |
• | On February 28, 2013, Toys-Japan entered into a bank loan with a financial institution for ¥2.0 billion ($22 million at February 28, 2013). The loan will mature on February 26, 2021 and bears an interest rate of 2.18% per annum. Toys-Japan is required to make semi-annual principal payments of ¥125 million ($1 million at February 28, 2013), commencing August 2013. |
• | On March 25, 2013, Toys “R” Us Properties (UK) Limited (“UK Propco”) entered into a facility agreement (the “New UK Propco Facility Agreement”), which was funded on March 28, 2013, for an aggregate principal amount of £263 million ($400 million at March 28, 2013). The net proceeds of the loan under the New UK Propco Facility Agreement, together with cash on hand, were used to repay the principal balance of the £346 million ($525 million at March 28, 2013) UK real estate senior and £60 million ($91 million at March 28, 2013) UK real estate junior credit facilities. |
Payments Due By Period | ||||||||||||||||||||
(In millions) | Fiscal 2013 | Fiscals 2014 & 2015 | Fiscals 2016 & 2017 | Fiscals 2018 and thereafter | Total | |||||||||||||||
Operating leases (1) | $ | 646 | $ | 1,124 | $ | 801 | $ | 1,564 | $ | 4,135 | ||||||||||
Less: sub-leases to third parties | 17 | 25 | 15 | 23 | 80 | |||||||||||||||
Net operating lease obligations | 629 | 1,099 | 786 | 1,541 | 4,055 | |||||||||||||||
Capital lease and financing obligations | 39 | 67 | 52 | 132 | 290 | |||||||||||||||
Short-term borrowings and long-term debt (2)(3) | 338 | 194 | 3,153 | 1,485 | 5,170 | |||||||||||||||
Interest payments (2)(4)(5) | 395 | 766 | 601 | 118 | 1,880 | |||||||||||||||
Purchase obligations (6) | 1,272 | — | — | — | 1,272 | |||||||||||||||
Other (7) | 191 | 194 | 251 | 32 | 668 | |||||||||||||||
Total contractual obligations (8)(9) | $ | 2,864 | $ | 2,320 | $ | 4,843 | $ | 3,308 | $ | 13,335 |
(1) | Excluded from the minimum rental commitments displayed above are approximately $2.5 billion related to options to extend ground lease terms that are reasonably assured of being exercised, the balance of which is predominantly related to fiscals 2018 and thereafter. |
(2) | Reflects the refinancing of the France Propco Facility Agreement on February 27, 2013 and UK Propco loans on March 25, 2013. See Note 2 to our Consolidated Financial Statements entitled “SHORT-TERM BORROWINGS AND LONG-TERM DEBT” for further details. |
(3) | Excludes finance obligations associated with capital projects and capital lease obligations, which are included in “Capital lease and financing obligations.” |
(4) | In an effort to manage interest rate exposure, we periodically enter into interest rate swaps and interest rate caps. Interest payments presented are net of interest rate swaps or caps. |
(5) | Interest payments for our ABL Facility, European ABL Facility and our Toys-Japan unsecured credit lines were estimated based on the average borrowings under each of the facilities in fiscal 2012. |
(6) | Purchase obligations consist primarily of open purchase orders for merchandise as well as an agreement to purchase fixed or minimum quantities of goods that are not included in our Consolidated Balance Sheet as of February 2, 2013. |
(7) | Includes pension obligations, risk management liabilities, and other general obligations and contractual commitments. |
(8) | The above table does not reflect liabilities for uncertain tax positions of $28 million, which includes $1 million of current liabilities. The amount and timing of payments with respect to these items are subject to a number of uncertainties such that we are unable to make sufficiently reliable estimates of the timing and amount of future payments. |
(9) | The above table does not reflect the potential acquisition of Li & Fung’s 30% interest in Labuan. The terms of the agreement provide us with the future option to acquire Li & Fung’s 30% interest in the business and also provides Li & Fung the option to require us to buy their 30% interest in the business at the end of three years from the acquisition date. See Note 17 to our Consolidated Financial Statements entitled “ACQUISITIONS” for further details. |
(In millions) | Fiscal 2012 | Fiscal 2011 | Fiscal 2010 | |||||||||
Real estate taxes | $ | 79 | $ | 76 | $ | 70 | ||||||
Maintenance and insurance | 70 | 69 | 60 | |||||||||
Contingent rent | 12 | 12 | 12 | |||||||||
Total | $ | 161 | $ | 157 | $ | 142 |
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
• | We enter into short-term, cross-currency intercompany loans with our foreign subsidiaries. The majority of this exposure is economically hedged through the use of foreign currency exchange forward contracts. Our exposure to foreign currency risk related to exchange forward contracts on our short-term, cross-currency intercompany loans has not materially changed from fiscal 2011 to fiscal 2012. As a result, a 10% change in foreign currency exchange rates against the USD would not have a material impact on our pre-tax earnings related to our short-term, cross-currency intercompany loans that were outstanding as of year-end. |
• | In addition, our foreign subsidiaries make USD denominated merchandise purchases through the normal course of business. From time to time, we enter into foreign exchange forward contracts under our merchandise import program. As of February 2, 2013, we did not have any outstanding foreign exchange forward contracts under our merchandise import programs. |
(In millions) | Impact of 1% Increase | Impact of 1% Decrease | ||||||
Interest rate swaps/caps (1) | $ | — | $ | 2 | ||||
Variable rate debt | (4 | ) | 4 | |||||
Total pre-tax income exposure to interest rate risk | $ | (4 | ) | $ | 6 |
(1) | A hypothetical change in interest rates does not result in a uniform impact due to the changes in fair value of our interest rate caps that do not qualify for hedge accounting. |
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
PAGE | |
Fiscal Years Ended | ||||||||||||
(In millions, except share data) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
Net sales | $ | 13,543 | $ | 13,909 | $ | 13,864 | ||||||
Cost of sales | 8,592 | 8,939 | 8,939 | |||||||||
Gross margin | 4,951 | 4,970 | 4,925 | |||||||||
Selling, general and administrative expenses | 4,041 | 4,029 | 3,942 | |||||||||
Depreciation and amortization | 407 | 403 | 388 | |||||||||
Other income, net | (53 | ) | (44 | ) | (51 | ) | ||||||
Total operating expenses | 4,395 | 4,388 | 4,279 | |||||||||
Operating earnings | 556 | 582 | 646 | |||||||||
Interest expense | (480 | ) | (442 | ) | (521 | ) | ||||||
Interest income | 16 | 10 | 7 | |||||||||
Earnings before income taxes | 92 | 150 | 132 | |||||||||
Income tax expense (benefit) | 53 | (1 | ) | (35 | ) | |||||||
Net earnings | 39 | 151 | 167 | |||||||||
Less: Net earnings (loss) attributable to noncontrolling interest | 1 | 2 | (1 | ) | ||||||||
Net earnings attributable to Toys “R” Us, Inc. | $ | 38 | $ | 149 | $ | 168 | ||||||
Earnings per common share attributable to common shareholders (1): | ||||||||||||
Basic (Note 1) | $ | 0.39 | $ | 2.98 | $ | 3.43 | ||||||
Diluted (Note 1) | 0.38 | 2.91 | 3.36 | |||||||||
Weighted average shares used in computing per share amounts: | ||||||||||||
Basic (Note 1) | 49,074,858 | 48,979,571 | 48,941,118 | |||||||||
Diluted (Note 1) | 49,941,397 | 50,149,212 | 49,981,504 |
Fiscal Years Ended | ||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
Net earnings | $ | 39 | $ | 151 | $ | 167 | ||||||
Other comprehensive (loss) income, net of tax | ||||||||||||
Foreign currency translation adjustments | (46 | ) | 12 | 54 | ||||||||
Unrealized (loss) gain on hedged transactions | — | (2 | ) | 15 | ||||||||
Unrecognized actuarial (losses) gains | (1 | ) | (6 | ) | 9 | |||||||
Total other comprehensive (loss) income, net of tax | (47 | ) | 4 | 78 | ||||||||
Comprehensive (loss) income, net of tax | (8 | ) | 155 | 245 | ||||||||
Less: Comprehensive income (loss) attributable to noncontrolling interest | 1 | 2 | (2 | ) | ||||||||
Comprehensive (loss) income attributable to Toys “R” Us, Inc. | $ | (9 | ) | $ | 153 | $ | 247 |
(In millions - except share amounts) | February 2, 2013 | January 28, 2012 | ||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 1,118 | $ | 701 | ||||
Accounts and other receivables | 255 | 254 | ||||||
Merchandise inventories | 2,229 | 2,232 | ||||||
Current deferred tax assets | 104 | 128 | ||||||
Prepaid expenses and other current assets | 136 | 122 | ||||||
Total current assets | 3,842 | 3,437 | ||||||
Property and equipment, net | 3,891 | 4,052 | ||||||
Goodwill | 445 | 448 | ||||||
Deferred tax assets | 244 | 279 | ||||||
Restricted cash | 16 | 30 | ||||||
Other assets | 483 | 596 | ||||||
Total Assets | $ | 8,921 | $ | 8,842 | ||||
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY | ||||||||
Current Liabilities: | ||||||||
Accounts payable | $ | 1,379 | $ | 1,447 | ||||
Accrued expenses and other current liabilities | 900 | 916 | ||||||
Income taxes payable | 53 | 51 | ||||||
Current portion of long-term debt | 339 | 315 | ||||||
Total current liabilities | 2,671 | 2,729 | ||||||
Long-term debt | 4,990 | 4,846 | ||||||
Deferred tax liabilities | 135 | 154 | ||||||
Deferred rent liabilities | 356 | 338 | ||||||
Other non-current liabilities | 235 | 243 | ||||||
Temporary Equity - Noncontrolling interest | 49 | 29 | ||||||
Equity: | ||||||||
Common stock (par value $0.001 and $0.001; shares authorized 55,000,000 and 55,000,000; shares issued and outstanding 49,288,114 and 49,190,630 at February 2, 2013 and January 28, 2012, respectively) | — | — | ||||||
Treasury stock | (4 | ) | (2 | ) | ||||
Additional paid-in capital | 47 | 35 | ||||||
Retained earnings | 445 | 426 | ||||||
Accumulated other comprehensive (loss) income | (3 | ) | 44 | |||||
Total equity | 485 | 503 | ||||||
Total Liabilities, Temporary Equity and Stockholders’ Equity | $ | 8,921 | $ | 8,842 |
Fiscal Years Ended | ||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
Cash Flows from Operating Activities: | ||||||||||||
Net earnings | $ | 39 | $ | 151 | $ | 167 | ||||||
Adjustments to reconcile Net earnings to Net cash provided by operating activities: | ||||||||||||
Depreciation and amortization | 407 | 403 | 388 | |||||||||
Amortization and write-off of debt issuance costs | 36 | 35 | 69 | |||||||||
Net gains on sales of properties | (4 | ) | (3 | ) | (10 | ) | ||||||
Deferred income taxes | 36 | (43 | ) | 18 | ||||||||
Non-cash portion of impairments, restructuring and other charges | 22 | 18 | 23 | |||||||||
Other | 6 | (5 | ) | 15 | ||||||||
Changes in operating assets and liabilities: | ||||||||||||
Accounts and other receivables | (9 | ) | 1 | (39 | ) | |||||||
Merchandise inventories | (32 | ) | (92 | ) | (260 | ) | ||||||
Prepaid expenses and other operating assets | 13 | 45 | 31 | |||||||||
Accounts payable, Accrued expenses and other liabilities | (4 | ) | (182 | ) | (186 | ) | ||||||
Income taxes payable and receivable | 27 | (9 | ) | 4 | ||||||||
Net cash provided by operating activities | 537 | 319 | 220 | |||||||||
Cash Flows from Investing Activities: | ||||||||||||
Capital expenditures | (286 | ) | (380 | ) | (325 | ) | ||||||
Decrease (increase) in restricted cash | 14 | (14 | ) | 28 | ||||||||
Proceeds from sales of fixed assets | 20 | 24 | 26 | |||||||||
Acquisitions | (15 | ) | (70 | ) | (1 | ) | ||||||
Cash effect of the consolidation of Labuan | — | 12 | — | |||||||||
Purchases of long-term investments | — | (26 | ) | (9 | ) | |||||||
Net cash used in investing activities | (267 | ) | (454 | ) | (281 | ) | ||||||
Cash Flows from Financing Activities: | ||||||||||||
Long-term debt borrowings | 1,972 | 2,236 | 2,883 | |||||||||
Long-term debt repayments | (1,802 | ) | (2,396 | ) | (2,841 | ) | ||||||
Short-term debt borrowings, net | 5 | (11 | ) | — | ||||||||
Capitalized debt issuance costs | (25 | ) | (14 | ) | (73 | ) | ||||||
Purchase of Toys-Japan shares | — | (1 | ) | (19 | ) | |||||||
Other | (3 | ) | 1 | (3 | ) | |||||||
Net cash provided by (used in) financing activities | 147 | (185 | ) | (53 | ) | |||||||
Effect of exchange rate changes on Cash and cash equivalents | — | 8 | 1 | |||||||||
Cash and cash equivalents: | ||||||||||||
Net increase (decrease) during period | 417 | (312 | ) | (113 | ) | |||||||
Cash and cash equivalents at beginning of period | 701 | 1,013 | 1,126 | |||||||||
Cash and cash equivalents at end of period | $ | 1,118 | $ | 701 | $ | 1,013 | ||||||
Supplemental Disclosures of Cash Flow Information: | ||||||||||||
Interest paid | $ | 432 | $ | 432 | $ | 437 | ||||||
Net income tax (refunds)/payments | $ | (4 | ) | $ | 66 | $ | 62 | |||||
Non-Cash Operating Information: | ||||||||||||
Purchases of property and equipment included in Accounts payable and Accrued expenses and other current liabilities | $ | 26 | $ | 28 | $ | 28 |
Toys “R” Us, Inc. Stockholders | |||||||||||||||||||||||||||||||
Common Stock | Additional Paid-in Capital | Total Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Toys “R” Us, Inc. Stockholders’ Equity | |||||||||||||||||||||||||||
(In millions) | Issued Shares | Treasury Amount | Noncontrolling Interest | Total Equity | |||||||||||||||||||||||||||
Balance, January 30, 2010 | 49 | $ | (7 | ) | $ | 25 | $ | 112 | $ | (45 | ) | $ | 85 | $ | 32 | $ | 117 | ||||||||||||||
Net earnings (loss) | — | — | — | 168 | — | 168 | (1 | ) | 167 | ||||||||||||||||||||||
Total other comprehensive income (loss), net of tax | — | — | — | — | 79 | 79 | (1 | ) | 78 | ||||||||||||||||||||||
Acquisition of approximately 9% of Toys-Japan shares | — | — | 3 | — | 6 | 9 | (30 | ) | (21 | ) | |||||||||||||||||||||
Stock compensation expense | — | — | 5 | — | — | 5 | — | 5 | |||||||||||||||||||||||
Repurchase of common stock | — | (9 | ) | (1 | ) | — | — | (10 | ) | — | (10 | ) | |||||||||||||||||||
Issuance of common stock | — | 8 | (1 | ) | — | — | 7 | — | 7 | ||||||||||||||||||||||
Balance, January 29, 2011 | 49 | $ | (8 | ) | $ | 31 | $ | 280 | $ | 40 | $ | 343 | $ | — | $ | 343 | |||||||||||||||
Net earnings attributable to Toys “R” Us, Inc. | — | $ | — | $ | — | $ | 149 | $ | — | $ | 149 | $ | — | $ | 149 | ||||||||||||||||
Total other comprehensive income, net of tax | — | — | — | — | 4 | 4 | — | 4 | |||||||||||||||||||||||
Issuance of restricted stock | — | 7 | (7 | ) | — | — | — | — | — | ||||||||||||||||||||||
Stock compensation expense | — | — | 9 | — | — | 9 | — | 9 | |||||||||||||||||||||||
Repurchase of common stock | — | (2 | ) | — | — | — | (2 | ) | — | (2 | ) | ||||||||||||||||||||
Issuance of common stock | — | 1 | 2 | — | — | 3 | — | 3 | |||||||||||||||||||||||
Adjustment of noncontrolling interest to redemption value | — | — | — | (3 | ) | — | (3 | ) | — | (3 | ) | ||||||||||||||||||||
Balance, January 28, 2012 | 49 | $ | (2 | ) | $ | 35 | $ | 426 | $ | 44 | $ | 503 | $ | — | $ | 503 | |||||||||||||||
Net earnings attributable to Toys “R” Us, Inc. | — | $ | — | $ | — | $ | 38 | $ | — | $ | 38 | $ | — | $ | 38 | ||||||||||||||||
Total other comprehensive loss, net of tax | — | — | — | — | (47 | ) | (47 | ) | — | (47 | ) | ||||||||||||||||||||
Restricted stock forfeitures | — | (1 | ) | 1 | — | — | — | — | — | ||||||||||||||||||||||
Stock compensation expense | — | — | 14 | — | — | 14 | — | 14 | |||||||||||||||||||||||
Repurchase of common stock | — | (24 | ) | — | — | — | (24 | ) | — | (24 | ) | ||||||||||||||||||||
Issuance of common stock | — | 23 | (5 | ) | — | — | 18 | — | 18 | ||||||||||||||||||||||
Stock award reclassification | — | — | 2 | — | — | 2 | — | 2 | |||||||||||||||||||||||
Adjustment of noncontrolling interest to redemption value | — | — | — | (19 | ) | — | (19 | ) | — | (19 | ) | ||||||||||||||||||||
Balance, February 2, 2013 | 49 | $ | (4 | ) | $ | 47 | $ | 445 | $ | (3 | ) | $ | 485 | $ | — | $ | 485 |
Fiscal Year | Number of Weeks | Ended | ||
2012 | 53 | February 2, 2013 | ||
2011 | 52 | January 28, 2012 | ||
2010 | 52 | January 29, 2011 |
(In millions) | February 2, 2013 | January 28, 2012 | ||||||
Domestic | $ | 361 | $ | 361 | ||||
International (1) | 84 | 87 | ||||||
Total | $ | 445 | $ | 448 |
(1) | Foreign currency translation accounted for a $5 million decrease. |
• | For designated cash flow hedges, the effective portion of the changes in the fair value of derivatives is recorded in Accumulated other comprehensive income (loss) and subsequently recorded in Interest expense in the Consolidated Statements of Operations at the time the hedged item affects earnings. |
• | For designated cash flow hedges, the ineffective portion of a hedged derivative instrument’s change in fair value is immediately recognized in Interest expense in the Consolidated Statements of Operations. |
• | For designated fair value hedges, the change in the fair value of the derivative as well as the offsetting change in fair value of the hedged item attributable to the hedged risk are recorded in Interest expense in the Consolidated Statements of Operations. |
“Cost of sales” | “SG&A” | |
• the cost of merchandise acquired from vendors; • freight in; • provision for excess and obsolete inventory; • shipping costs to customers; • provision for inventory shortages; and • credits and allowances from our merchandise vendors. | • store payroll and related payroll benefits; • rent and other store operating expenses; • advertising and promotional expenses; • costs associated with operating our distribution network, including costs related to transporting merchandise from distribution centers to stores; • restructuring charges; and • other corporate-related expenses. |
Fiscal Years Ended | ||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
Credit card program income | $ | 22 | $ | 13 | $ | 19 | ||||||
Gift card breakage income | 21 | 22 | 20 | |||||||||
Net gains on sales of properties | 4 | 3 | 10 | |||||||||
Impairment of long-lived assets | (11 | ) | (6 | ) | (11 | ) | ||||||
Other (1) | 17 | 12 | 13 | |||||||||
Total | $ | 53 | $ | 44 | $ | 51 |
(1) | Includes gains and losses resulting from foreign currency translation related to operations, advertising income from our websites, fixed asset write-offs and other miscellaneous income and expense charges. |
• | Australian dollar for our subsidiary in Australia; |
• | British pound sterling for our subsidiary in the United Kingdom (“UK”); |
• | Brunei dollar for our subsidiary in Brunei; |
• | Canadian dollar for our subsidiary in Canada; |
• | Chinese yuan for our subsidiary in China; |
• | Euro for subsidiaries in Austria, France, Germany, Spain and Portugal; |
• | Hong Kong dollar for our subsidiaries in Hong Kong; |
• | Japanese yen for our subsidiary in Japan; |
• | Malaysian ringgit for our subsidiary in Malaysia; |
• | Polish zloty for our subsidiary in Poland; |
• | Singapore dollar for our subsidiary in Singapore; |
• | Swiss franc for our subsidiary in Switzerland; |
• | Taiwan dollar for our subsidiary in Taiwan; and |
• | Thailand baht for our subsidiary in Thailand. |
(In millions) | ||||
Balance, October 31, 2011 | $ | 24 | ||
Net earnings attributable to noncontrolling interest | 2 | |||
Adjustment of noncontrolling interest to redemption value | 3 | |||
Balance, January 28, 2012 | 29 | |||
Net earnings attributable to noncontrolling interest | 1 | |||
Adjustment of noncontrolling interest to redemption value | 19 | |||
Balance, February 2, 2013 | $ | 49 |
Fiscal Years Ended | ||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
Net earnings attributable to Toys “R” Us, Inc. | $ | 38 | $ | 149 | $ | 168 | ||||||
Less: Adjustment of noncontrolling interest to redemption value | 19 | 3 | — | |||||||||
Net earnings attributable to common shareholders | $ | 19 | $ | 146 | $ | 168 |
Fiscal Years Ended | |||||||||||||||||||||||||||||||||
February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||||||||||||||||||||||||
Net Earnings Attributable To Common Shareholders | Weighted Average Shares | Per Share Amount | Net Earnings Attributable To Common Shareholders | Weighted Average Shares | Per Share Amount | Net Earnings Attributable To Common Shareholders | Weighted Average Shares | Per Share Amount | |||||||||||||||||||||||||
Basic earnings per share | $ | 19 | 49,074,858 | $ | 0.39 | $ | 146 | 48,979,571 | $ | 2.98 | $ | 168 | 48,941,118 | $ | 3.43 | ||||||||||||||||||
Effect of dilutive share-based awards | — | 866,539 | (0.01 | ) | — | 1,169,641 | (0.07 | ) | — | 1,040,386 | (0.07 | ) | |||||||||||||||||||||
Diluted earnings per share | $ | 19 | 49,941,397 | $ | 0.38 | $ | 146 | 50,149,212 | $ | 2.91 | $ | 168 | 49,981,504 | $ | 3.36 |
(In millions) | February 2, 2013 | January 28, 2012 | ||||||
Short-term borrowings | ||||||||
Labuan uncommitted lines of credit | $ | 14 | $ | 9 | ||||
Long-term debt | ||||||||
Spanish real estate credit facility, due fiscal 2012 (4.51%)(1) | — | 168 | ||||||
French real estate credit facility, due fiscal 2013 (4.51% and 4.51%)(2) | 83 | 81 | ||||||
UK real estate senior credit facility, due fiscal 2013 (5.02% and 5.02%)(3) | 543 | 547 | ||||||
UK real estate junior credit facility, due fiscal 2013 (6.84% and 6.84%)(3) | 94 | 95 | ||||||
7.875% senior notes, due fiscal 2013 (4)(5) | — | 398 | ||||||
Toys-Japan unsecured credit lines, expire fiscals 2013-2014 (6) | 27 | — | ||||||
Secured revolving credit facility, expires fiscal 2015 (7) | — | — | ||||||
Spanish real estate credit facility, due fiscal 2015 (EURIBOR+6.0%)(1) | 102 | — | ||||||
Toys-Japan 1.85%-2.85% loans, due fiscals 2013-2016 (8) | 107 | 166 | ||||||
European and Australian asset-based revolving credit facility, expires fiscal 2016 | — | — | ||||||
Secured term loan facility, due fiscal 2016 (LIBOR+4.50%)(7) | 677 | 683 | ||||||
7.375% senior secured notes, due fiscal 2016 (7) | 361 | 365 | ||||||
10.750% senior notes, due fiscal 2017 (9) | 934 | 931 | ||||||
10.375% senior notes, due fiscal 2017 (4)(5) | 446 | — | ||||||
8.500% senior secured notes, due fiscal 2017 (10) | 718 | 717 | ||||||
Incremental secured term loan facility, due fiscal 2018 (LIBOR+3.75%)(7) | 391 | 394 | ||||||
Second incremental secured term loan facility, due fiscal 2018 (LIBOR+3.75%)(7)(11) | 220 | — | ||||||
7.375% senior notes, due fiscal 2018 (4) | 404 | 404 | ||||||
8.750% debentures, due fiscal 2021 (12) | 22 | 22 | ||||||
Finance obligations associated with capital projects | 163 | 147 | ||||||
Capital lease obligations | 37 | 43 | ||||||
5,329 | 5,161 | |||||||
Less current portion | 339 | 315 | ||||||
Total Long-term debt (13) | $ | 4,990 | $ | 4,846 |
(1) | On January 29, 2013, Toys “R” Us Iberia Real Estate S.L.U. (“TRU Iberia Real Estate”) entered into a three year senior secured term loan facility agreement (the “Spain Propco Facility Agreement”) for an aggregate principal amount of €75 million ($102 million at February 2, 2013). The net proceeds of the loan under the Spain Propco Facility Agreement, together with cash on hand, were used to repay the principal amount under the €126 million ($170 million at January 29, 2013) Spanish real estate credit facility due fiscal 2012. |
(2) | On February 27, 2013, Toys “R” Us France Real Estate SAS (“TRU France Real Estate”) entered into a five year senior secured term loan facility agreement (the “France Propco Facility Agreement”) for an aggregate principal amount of €48 million ($63 million at February 27, 2013). As this facility has been subsequently refinanced, we have classified a portion of the loan balance as Long-term debt. The net proceeds of the loan under the France Propco Facility Agreement, together with cash on hand, were used to repay the principal balance of the €61 million ($80 million at February 27, 2013) French real estate credit facility due fiscal 2013. |
(3) | On March 25, 2013, UK Propco entered into the New UK Propco Facility Agreement, which was funded on March 28, 2013, for an aggregate principal amount of £263 million ($400 million at March 28, 2013). The net proceeds of the loan under the New UK Propco Facility Agreement, together with cash on hand, were used to repay the principal balance of the £346 million ($525 million at March 28, 2013) UK real estate senior and £60 million ($91 million at March 28, 2013) UK real estate junior credit facilities. |
(4) | Represents obligations of Toys “R” Us, Inc. (the “Parent Company”) legal entity. For further details on Parent Company information, refer to Schedule I — Parent Company Condensed Financial Statements and Notes to the Condensed Financial Statements. |
(5) | On August 1, 2012, we completed the offering of $450 million aggregate principal amount of 10.375% senior notes due fiscal 2017 (the “2017 Notes”). The net proceeds were primarily used to redeem the $400 million outstanding principal amount of our 7.875% senior notes due fiscal 2013 (the “2013 Notes”), and pay fees. |
(6) | Toys “R” Us-Japan, Ltd. (“Toys-Japan”) currently has an agreement with a syndicate of financial institutions, which includes two unsecured loan commitment lines of credit (“Tranche 1” and “Tranche 2”). On June 25, 2012, Toys-Japan amended the terms under Tranche 1 and entered into an agreement to refinance Tranche 2 of its committed lines of credit. |
(7) | Represents obligations of Toys “R” Us - Delaware, Inc. (“Toys-Delaware”). |
(8) | On February 28, 2013, Toys-Japan entered into a bank loan with a financial institution for ¥2.0 billion ($22 million at February 28, 2013). |
(9) | Represents obligations of Toys “R” Us Property Company I, LLC (“TRU Propco I”) and its subsidiaries. |
(10) | Represents obligations of Toys “R” Us Property Company II, LLC (“TRU Propco II”). |
(11) | On April 10, 2012, Toys-Delaware issued a new tranche of term loans in an aggregate principal amount of $225 million due fiscal 2018 (“Second Incremental Secured Term Loan”). |
(12) | Represents obligations of the Parent Company and Toys-Delaware. |
(13) | We maintain derivative instruments on certain of our long-term debt, which impact our effective interest rates. Refer to Note 3 entitled “DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES” for further details. |
• | incur certain additional indebtedness; |
• | transfer money between the Parent Company and our various subsidiaries; |
• | pay dividends on, repurchase or make distributions with respect to our or our subsidiaries’ capital stock or make other restricted payments; |
• | issue stock of subsidiaries; |
• | make certain investments, loans or advances; |
• | transfer and sell certain assets; |
• | create or permit liens on assets; |
• | consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; |
• | enter into certain transactions with our affiliates; and |
• | amend certain documents. |
(In millions) | Annual Maturities | ||
2013(1) | $ | 353 | |
2014 | 95 | ||
2015 | 117 | ||
2016 | 1,025 | ||
2017 | 2,133 | ||
2018(1) and subsequent | 1,646 | ||
Total | $ | 5,369 |
(1) | We have classified $65 million of the French real estate credit facility and $413 million of the UK real estate senior credit facility both due fiscal 2013 as annual maturities of fiscal 2018 and fiscal 2020, respectively, as we have refinanced the obligations on February 27, 2013 and March 25, 2013, respectively. |
February 2, 2013 | January 28, 2012 | |||||||||||
(In millions) | Effective Date | Maturity Date | Notional Amount | Notional Amount | ||||||||
Interest Rate Swaps | ||||||||||||
3 Month EURIBOR Float to Fixed Interest Rate Swap | February 2006 | February 2013 | $ | — | $ | 81 | ||||||
3 Month EURIBOR Float to Fixed Interest Rate Swap (1) | February 2006 | February 2013 | — | 168 | ||||||||
3 Month GBP LIBOR Float to Fixed Interest Rate Swap | February 2006 | April 2013 | 91 | 92 | ||||||||
3 Month GBP LIBOR Float to Fixed Interest Rate Swap (2) | April 2007 | April 2013 | 3 | 3 | ||||||||
3 Month USD LIBOR Fixed to Float Interest Rate Swap (2) | September 2010 | September 2016 | 350 | 350 | ||||||||
6 Month JPY TIBOR Float to Fixed Interest Rate Swap (2) | January 2011 | January 2016 | 89 | 128 | ||||||||
Interest Rate Caps | ||||||||||||
1 Month USD LIBOR Interest Rate Cap (2) | January 2011 | April 2015 | 500 | 500 | ||||||||
1 Month USD LIBOR Interest Rate Cap | January 2011 | April 2015 | 500 | 500 | ||||||||
1 Month USD LIBOR Interest Rate Cap (3) | January 2012 | April 2015 | 500 | 500 | ||||||||
1 Month USD LIBOR Interest Rate Cap | January 2012 | April 2015 | 500 | 500 | ||||||||
3 Month EURIBOR Interest Rate Cap (1)(2) | January 2013 | January 2016 | 102 | — | ||||||||
1 Month USD LIBOR Interest Rate Cap | January 2014 | April 2015 | 311 | 311 |
(1) | On January 29, 2013, the Company’s Spanish real estate credit facility due in fiscal 2012 was refinanced and the associated interest rate swap was canceled for a nominal fee. In conjunction with the refinancing of the facility, TRU Iberia Real Estate entered into a new interest rate cap to manage its future interest rate exposure. The interest rate cap has a notional amount of €75 million ($102 million at February 2, 2013), which will be reduced based on the amortization of the facility, and matures on January 29, 2016. This cap has been designated as a cash flow hedge which institutes a ceiling of 2.00% on the floating-rate EURIBOR associated with the new facility. |
(2) | As of February 2, 2013, these derivatives were designated for hedge accounting. |
(3) | The Company de-designated a portion of this interest rate cap in fiscal 2010. As of February 2, 2013, 40% of the $500 million interest rate cap is designated as a cash flow hedge. |
February 2, 2013 | January 28, 2012 | |||||||||||
(In millions) | Effective Date | Maturity Date | Notional Amount | Notional Amount | ||||||||
Foreign-Exchange Forwards | ||||||||||||
Short-term cross-currency intercompany loans | Varies | Varies | $ | 139 | $ | 79 | ||||||
Merchandise purchases | Varies | Varies | — | — |
Fiscal Years Ended | ||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
Derivatives designated as cash flow hedges: | ||||||||||||
Beginning balance | $ | (2 | ) | $ | — | $ | (15 | ) | ||||
Loss on the change in fair value recognized in Accumulated other comprehensive income (loss) - Interest Rate Contracts | — | (2 | ) | (5 | ) | |||||||
Gain reclassified from Accumulated other comprehensive income (loss) - Interest Rate Contracts | — | — | 20 | |||||||||
— | (2 | ) | 15 | |||||||||
Ending balance | $ | (2 | ) | $ | (2 | ) | $ | — |
Fiscal Years Ended | ||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
Derivatives not designated for hedge accounting: | ||||||||||||
Gain (loss) on the change in fair value - Interest Rate Contracts | $ | 7 | $ | (1 | ) | $ | (6 | ) | ||||
Loss on the change in fair value - Intercompany Loan Foreign Exchange Contracts (1) | (2 | ) | (4 | ) | (10 | ) | ||||||
(Loss) gain on the change in fair value - Merchandise Purchases Program Foreign Exchange Contracts | (1 | ) | (3 | ) | 2 | |||||||
4 | (8 | ) | (14 | ) | ||||||||
Derivatives designated as cash flow hedges: | ||||||||||||
Loss reclassified from Accumulated other comprehensive income (loss) (effective portion) - Interest Rate Contracts | (1 | ) | (1 | ) | (31 | ) | ||||||
Gain amortized from terminated cash flow hedges - Interest Rate Contracts | 1 | 1 | 1 | |||||||||
— | — | (30 | ) | |||||||||
Derivative designated as a fair value hedge: | ||||||||||||
Amortization of swap basis adjustment - Interest Rate Contract | (1 | ) | (1 | ) | — | |||||||
Gain (loss) on the change in fair value - Interest Rate Contract | — | 23 | (3 | ) | ||||||||
Gain (loss) recognized in interest expense on hedged item | 5 | (16 | ) | 2 | ||||||||
4 | 6 | (1 | ) | |||||||||
Total Interest expense | $ | 8 | $ | (2 | ) | $ | (45 | ) |
(1) | Gains and losses related to our short-term, intercompany loan foreign exchange contracts are recorded in Interest expense, in addition to the corresponding foreign exchange gains and losses related to our short-term, cross-currency intercompany loans. For further details related to gains and losses resulting from foreign currency transactions, refer to Note 1 entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.” |
February 2, 2013 | January 28, 2012 | |||||||||||||||
(In millions) | Notional Amount | Fair Value Assets/ (Liabilities) | Notional Amount | Fair Value Assets/ (Liabilities) | ||||||||||||
Interest Rate Contracts designated as cash flow hedges: | ||||||||||||||||
Other assets | $ | 802 | $ | — | $ | 700 | $ | — | ||||||||
Accrued expenses and other current liabilities | 3 | — | — | — | ||||||||||||
Other non-current liabilities | 89 | (1 | ) | 131 | (2 | ) | ||||||||||
Interest Rate Contract designated as a fair value hedge: | ||||||||||||||||
Other assets | 350 | 18 | 350 | 18 | ||||||||||||
Interest Rate Contracts not designated for hedge accounting: | ||||||||||||||||
Other assets | 1,611 | — | 1,611 | — | ||||||||||||
Accrued expenses and other current liabilities | 91 | — | 249 | (4 | ) | |||||||||||
Other non-current liabilities | — | — | 92 | (3 | ) | |||||||||||
Foreign Currency Contracts not designated for hedge accounting: | ||||||||||||||||
Prepaid expenses and other current assets | 122 | 1 | 39 | — | ||||||||||||
Accrued expenses and other current liabilities | $ | 17 | $ | — | $ | 40 | $ | (1 | ) | |||||||
Total derivative contracts outstanding | ||||||||||||||||
Prepaid expenses and other current assets | $ | 122 | $ | 1 | $ | 39 | $ | — | ||||||||
Other assets | 2,763 | 18 | 2,661 | 18 | ||||||||||||
Total derivative assets (1) | $ | 2,885 | $ | 19 | $ | 2,700 | $ | 18 | ||||||||
Accrued expenses and other current liabilities | $ | 111 | $ | — | $ | 289 | $ | (5 | ) | |||||||
Other non-current liabilities | 89 | (1 | ) | 223 | (5 | ) | ||||||||||
Total derivative liabilities (1) | $ | 200 | $ | (1 | ) | $ | 512 | $ | (10 | ) |
(1) | Refer to Note 4 “FAIR VALUE MEASUREMENTS” for the fair value of our derivative instruments classified within the fair value hierarchy. |
(In millions) | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||
Assets | ||||||||||||||||
Cash equivalents | $ | 667 | $ | — | $ | — | $ | 667 | ||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate contracts | — | 18 | — | 18 | ||||||||||||
Foreign exchange contracts | — | 1 | — | 1 | ||||||||||||
Total assets | $ | 667 | $ | 19 | $ | — | $ | 686 | ||||||||
Liabilities | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate contracts | $ | — | $ | 1 | $ | — | $ | 1 | ||||||||
Foreign exchange contracts | — | — | — | — | ||||||||||||
Total liabilities | $ | — | $ | 1 | $ | — | $ | 1 |
(In millions) | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||
Assets | ||||||||||||||||
Cash equivalents | $ | 269 | $ | — | $ | — | $ | 269 | ||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate contracts | — | 18 | — | 18 | ||||||||||||
Foreign exchange contracts | — | — | — | — | ||||||||||||
Total assets | $ | 269 | $ | 18 | $ | — | $ | 287 | ||||||||
Liabilities | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate contracts | $ | — | $ | 2 | $ | 7 | $ | 9 | ||||||||
Foreign exchange contracts | — | 1 | — | 1 | ||||||||||||
Total liabilities | $ | — | $ | 3 | $ | 7 | $ | 10 |
(In millions) | Level 3 | |||
Balance, January 28, 2012 | $ | (7 | ) | |
Gain on the change in fair value (1) | 5 | |||
Settlements | 2 | |||
Balance, February 2, 2013 | $ | — | ||
(In millions) | Level 3 | |||
Balance, January 29, 2011 | $ | (16 | ) | |
Gain on the change in fair value (1) | 27 | |||
Transfers out of Level 3 (2) | (18 | ) | ||
Balance, January 28, 2012 | $ | (7 | ) |
(1) | Changes in the fair value of our Level 3 derivative financial instruments have been recorded in Interest expense on our Consolidated Statements of Operations. The total amount of unrealized gains for the period included in Interest expense attributable to assets held at February 2, 2013 and January 28, 2012, were $3 million and $27 million, respectively. |
(2) | Transferred from Level 3 to Level 2 as the Level 3 inputs were no longer considered significant to the fair value of these instruments. |
(In millions) | Carrying Value Prior to Impairment | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Impairment Losses (1) | ||||||||||||
Long-lived assets held and used | $ | 20 | $ | 2 | $ | 7 | $ | 11 | ||||||||
Long-lived assets held for sale | — | — | — | — | ||||||||||||
Total | $ | 20 | $ | 2 | $ | 7 | $ | 11 |
(In millions) | Carrying Value Prior to Impairment | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Impairment Losses (1) | ||||||||||||
Long-lived assets held and used | $ | 9 | $ | 2 | $ | 1 | $ | 6 | ||||||||
Long-lived assets held for sale | — | — | — | — | ||||||||||||
Total | $ | 9 | $ | 2 | $ | 1 | $ | 6 |
(1) | Refer to Note 1 “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” for further details. |
($ In millions) | Useful life (in years) | February 2, 2013 | January 28, 2012 | ||||||||
Land | $ | 745 | $ | 747 | |||||||
Buildings | 45-50 | 2,085 | 2,079 | ||||||||
Furniture and equipment | 3-20 | 1,827 | 1,915 | ||||||||
Property and leasehold improvements | 5-25 | 2,660 | 2,662 | ||||||||
Costs of computer software | 5 | 200 | 182 | ||||||||
Construction in progress | 11 | 17 | |||||||||
Leased equipment under capital lease | 3-8 | 87 | 84 | ||||||||
7,615 | 7,686 | ||||||||||
Less: accumulated depreciation and amortization | 3,722 | 3,628 | |||||||||
3,893 | 4,058 | ||||||||||
Less: net assets held for sale | 2 | 6 | |||||||||
Total | $ | 3,891 | $ | 4,052 |
(In millions) | February 2, 2013 | January 28, 2012 | ||||||
Land | $ | 1 | $ | 4 | ||||
Buildings | 1 | 4 | ||||||
Property and leasehold improvements | 1 | 1 | ||||||
3 | 9 | |||||||
Less: accumulated depreciation and amortization | 1 | 3 | ||||||
Net assets held for sale | $ | 2 | $ | 6 |
(In millions) | February 2, 2013 | January 28, 2012 | ||||||
Merchandise accounts payable (1) | $ | 1,176 | $ | 1,238 | ||||
Non-merchandise accounts payable (2) | 203 | 209 | ||||||
Accounts payable | $ | 1,379 | $ | 1,447 | ||||
Gift card and certificate liability | $ | 179 | $ | 162 | ||||
Sales and use tax and value added tax payable | 106 | 119 | ||||||
Accrued interest | 66 | 53 | ||||||
Accrued property taxes | 56 | 53 | ||||||
Accrued bonus | 42 | 47 | ||||||
Other (3) | 451 | 482 | ||||||
Accrued expenses and other current liabilities | $ | 900 | $ | 916 |
(1) | Includes $47 million and $81 million of book overdraft cash as of February 2, 2013 and January 28, 2012, respectively. |
(2) | Includes $104 million and $105 million of book overdraft cash as of February 2, 2013 and January 28, 2012, respectively. |
(3) | Other includes, among other items, accrued payroll and other benefits, and other accruals. No individual amount included exceeds 5% of Total current liabilities. Additionally, Other includes $14 million and $9 million of short-term borrowings as of February 2, 2013 and January 28, 2012, respectively. Refer to Note 2 entitled “SHORT-TERM BORROWINGS AND LONG-TERM DEBT” for further details. |
Fiscal Years Ended | |||||||||
February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||
Volatility | 50.0 | % | 50.0 | % | 50.0 | % | |||
Risk-free interest rate | 1.8 | % | 3.1 | % | 2.6 | % | |||
Expected term | 5.1 years | 5.1 years | 5.1 years | ||||||
Dividend Yield | — | — | — | ||||||
Weighted-average grant-date fair value per service-based option: | $20.27 | $27.62 | $28.77 |
Fiscal Years Ended | |||||||||||||||||||||
February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||||||||||||
Options | Weighted-average Exercise Price | Options | Weighted-average Exercise Price | Options | Weighted-average Exercise Price | ||||||||||||||||
Outstanding at beginning of fiscal year | 3,895,776 | $ | 32.73 | 3,389,768 | $ | 26.90 | 3,748,507 | $ | 26.29 | ||||||||||||
Granted | 640,756 | 44.00 | 726,331 | 60.00 | 48,357 | 61.00 | |||||||||||||||
Exercised | (735,576 | ) | 21.61 | (100,650 | ) | 25.12 | (252,590 | ) | 22.79 | ||||||||||||
Forfeited/Canceled | (317,673 | ) | 45.13 | (119,673 | ) | 39.38 | (154,506 | ) | 29.43 | ||||||||||||
Outstanding at end of fiscal year | 3,483,283 | $ | 36.02 | 3,895,776 | $ | 32.73 | 3,389,768 | $ | 26.90 |
Options | Weighted-average Exercise Price | Weighted-average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in millions) | |||||||||||
Options vested or expected to vest at February 2, 2013 | 3,405,813 | $ | 35.84 | 5.3 | $ | 37.3 | ||||||||
Options exercisable at February 2, 2013 | 2,166,403 | $ | 27.69 | 3.5 | $ | 35.3 |
Fiscal Years Ended | ||||||||||||||
February 2, 2013 | January 28, 2012 | |||||||||||||
Shares | Weighted-average Grant-date Fair Value | Shares | Weighted-average Grant-date Fair Value | |||||||||||
Nonvested shares at beginning of fiscal year | 105,714 | $ | 60.00 | — | $ | — | ||||||||
Granted | — | — | 111,439 | 60.00 | ||||||||||
Shares vested | — | — | (447 | ) | 60.00 | |||||||||
Forfeited | (14,082 | ) | 60.00 | (5,278 | ) | 60.00 | ||||||||
Nonvested shares at end of fiscal year | 91,632 | $ | 60.00 | 105,714 | $ | 60.00 |
Fiscal Years Ended | ||||||||||||||
February 2, 2013 | January 28, 2012 | |||||||||||||
Units | Weighted-average Grant-date Fair Value | Units | Weighted-average Grant-date Fair Value | |||||||||||
Outstanding units at beginning of fiscal year | 30,804 | $ | 60.00 | — | $ | — | ||||||||
Granted | 199,428 | 44.00 | 32,217 | 60.00 | ||||||||||
Units converted | (2,001 | ) | 49.49 | — | — | |||||||||
Forfeited | (12,382 | ) | 47.34 | (1,413 | ) | 60.00 | ||||||||
Outstanding units at end of fiscal year | 215,849 | $ | 46.04 | 30,804 | $ | 60.00 |
Fiscal Years Ended | ||||||||||||||
February 2, 2013 | January 28, 2012 | |||||||||||||
Shares | Weighted-average Grant-date Fair Value | Shares | Weighted-average Grant-date Fair Value | |||||||||||
Nonvested shares at beginning of fiscal year | 89,835 | $ | 60.00 | — | $ | — | ||||||||
Granted | — | — | 95,197 | 60.00 | ||||||||||
Shares vested | — | — | — | — | ||||||||||
Forfeited | (21,944 | ) | 60.00 | (5,362 | ) | 60.00 | ||||||||
Nonvested shares at end of fiscal year | 67,891 | $ | 60.00 | 89,835 | $ | 60.00 |
Fiscal Years Ended | ||||||||||||||
February 2, 2013 | January 28, 2012 | |||||||||||||
Units | Weighted-average Grant-date Fair Value | Units | Weighted-average Grant-date Fair Value | |||||||||||
Outstanding units at beginning of fiscal year | 25,863 | $ | 60.00 | — | $ | — | ||||||||
Granted | 160,187 | 44.00 | 25,863 | 60.00 | ||||||||||
Units converted | — | — | — | — | ||||||||||
Forfeited | (10,946 | ) | 45.95 | — | — | |||||||||
Outstanding units at end of fiscal year | 175,104 | $ | 46.24 | 25,863 | $ | 60.00 |
Fiscal Years Ended | ||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
SG&A | $ | 16 | $ | 10 | $ | 10 | ||||||
Total recognized tax benefit | 6 | 4 | 4 |
(In millions) | Foreign currency translation adjustments, net of tax | Unrealized (loss)gain on hedged transactions, net of tax | Unrecognized actuarial (losses) gains, net of tax | Accumulated other comprehensive (loss) income | ||||||||||||
Balance, January 30, 2010 | $ | (19 | ) | $ | (15 | ) | $ | (11 | ) | $ | (45 | ) | ||||
Current period change | 55 | 15 | 9 | 79 | ||||||||||||
Acquisition of 9% of Toys-Japan shares (1) | 6 | — | — | 6 | ||||||||||||
Balance, January 29, 2011 | 42 | — | (2 | ) | 40 | |||||||||||
Current period change | 12 | (2 | ) | (6 | ) | 4 | ||||||||||
Balance, January 28, 2012 | 54 | (2 | ) | (8 | ) | 44 | ||||||||||
Current period change | (46 | ) | — | (1 | ) | (47 | ) | |||||||||
Balance, February 2, 2013 | $ | 8 | $ | (2 | ) | $ | (9 | ) | $ | (3 | ) |
(1) | Upon acquisition of the additional ownership interest of 9%, Noncontrolling interest decreased by $30 million at January 29, 2011. This balance represented the percentage of ownership purchased at historical cost. The difference between the fair value of the consideration paid and the carrying amount of the Noncontrolling interest acquired was recognized as a net increase in Stockholders’ Equity. See Note 18 entitled “TOYS – JAPAN SHARE ACQUISITION” for further details. |
Operating Leases (1) | Capital Leases and Financing Obligations | |||||||||||||||
(In millions) | Gross Minimum Rentals | Sublease Income | Net Minimum Rentals | Lease Obligation | ||||||||||||
2013 | $ | 646 | $ | 17 | $ | 629 | $ | 39 | ||||||||
2014 | 595 | 14 | 581 | 35 | ||||||||||||
2015 | 529 | 11 | 518 | 32 | ||||||||||||
2016 | 445 | 9 | 436 | 28 | ||||||||||||
2017 | 356 | 6 | 350 | 24 | ||||||||||||
2018 and subsequent | 1,564 | 23 | 1,541 | 132 | ||||||||||||
Total | $ | 4,135 | $ | 80 | $ | 4,055 | $ | 290 |
(1) | Excluded from the minimum rental commitments displayed above are approximately $2.5 billion related to options to extend ground lease terms that are reasonably assured of being exercised, the balance of which is predominantly related to fiscals 2018 and thereafter. |
Fiscal Years Ended | ||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
U.S. | $ | (18 | ) | $ | (3 | ) | $ | (33 | ) | |||
Foreign | 110 | 153 | 165 | |||||||||
Earnings before income taxes | $ | 92 | $ | 150 | $ | 132 |
Fiscal Years Ended | ||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
Current: | ||||||||||||
U.S. Federal | $ | (28 | ) | $ | — | $ | (95 | ) | ||||
Foreign | 45 | 42 | 56 | |||||||||
State | — | — | (14 | ) | ||||||||
Total current income tax expense (benefit) | $ | 17 | $ | 42 | $ | (53 | ) | |||||
Deferred: | ||||||||||||
U.S. Federal | $ | (9 | ) | $ | 5 | $ | 48 | |||||
Foreign | 11 | (48 | ) | (38 | ) | |||||||
State | 34 | — | 8 | |||||||||
Total deferred income tax expense (benefit) | $ | 36 | $ | (43 | ) | $ | 18 | |||||
Total Income tax expense (benefit) | $ | 53 | $ | (1 | ) | $ | (35 | ) |
Fiscal Years Ended | |||||||||
February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||
U.S. Federal statutory tax rate | 35.0 | % | 35.0 | % | 35.0 | % | |||
State taxes, net of U.S. Federal benefit | 23.9 | % | — | % | (6.9 | )% | |||
Foreign operations (1) | 3.7 | % | (38.5 | )% | (28.8 | )% | |||
U.S. Federal valuation allowance | 0.8 | % | 2.0 | % | 2.8 | % | |||
Unrecognized tax benefits (2) | (3.6 | )% | 1.3 | % | (31.8 | )% | |||
Other | (2.2 | )% | (0.5 | )% | 3.2 | % | |||
Effective tax rate | 57.6 | % | (0.7 | )% | (26.5 | )% |
(1) | Foreign operations include the net impact of: differences between local statutory rates and the U.S. Federal statutory rate; the impact of changes to foreign valuation allowances; the net cost of foreign unrecognized tax benefits; the cost of repatriating foreign earnings, net of foreign tax credits; changes to our assertion regarding the permanent reinvestment of foreign earnings related to certain foreign entities; permanent items related to foreign operations; as well as changes in the tax status of foreign entities. |
(2) | Unrecognized tax benefits include benefits related to the resolution of issues in connection with concluding tax examinations, making protective elections, as well as changes to and clarifications of tax rules and regulations. See “Unrecognized Tax Benefits” in this footnote. |
(In millions) | February 2, 2013 | January 28, 2012 | ||||||
Deferred tax assets: | ||||||||
U.S. Federal tax credit and other carryforwards | $ | 140 | $ | 110 | ||||
State tax loss and other carryforwards | 58 | 69 | ||||||
Foreign tax loss and other carryforwards | 196 | 193 | ||||||
Straight line rent | 136 | 133 | ||||||
Inventory | 59 | 60 | ||||||
Insurance loss reserve | 34 | 34 | ||||||
Restructuring charges | 12 | 22 | ||||||
Other | 106 | 113 | ||||||
Gross deferred tax assets before valuation allowance | 741 | 734 | ||||||
Valuation allowance | (135 | ) | (101 | ) | ||||
Total deferred tax assets | $ | 606 | $ | 633 | ||||
Deferred tax liabilities: | ||||||||
Fixed assets | $ | (188 | ) | $ | (199 | ) | ||
Undistributed earnings of foreign subsidiaries | (147 | ) | (110 | ) | ||||
Foreign currency translation | (25 | ) | (23 | ) | ||||
Other | (36 | ) | (50 | ) | ||||
Total deferred tax liabilities | $ | (396 | ) | $ | (382 | ) | ||
Net deferred tax assets | $ | 210 | $ | 251 |
(In millions) | February 2, 2013 | January 28, 2012 | ||||||
Current deferred tax assets | $ | 104 | $ | 128 | ||||
Current deferred tax liabilities (1) | (3 | ) | (2 | ) | ||||
Non-current deferred tax assets | 244 | 279 | ||||||
Non-current deferred tax liabilities | (135 | ) | (154 | ) | ||||
$ | 210 | $ | 251 |
(1) | The current deferred tax liabilities are included as components of Accrued expenses and other current liabilities in the Consolidated Balance Sheets. |
Fiscal Years Ended | ||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
Beginning balance | $ | 42 | $ | 57 | $ | 158 | ||||||
Additions for tax positions of the current year | 5 | 6 | 11 | |||||||||
Additions for tax positions of prior years | 3 | 3 | 13 | |||||||||
Reductions for tax positions of prior years (1) | (12 | ) | (8 | ) | (95 | ) | ||||||
Settlements | (5 | ) | (11 | ) | (30 | ) | ||||||
Currency translation adjustment | — | (2 | ) | — | ||||||||
Lapse of statute of limitations | (1 | ) | (3 | ) | — | |||||||
Ending balance | $ | 32 | $ | 42 | $ | 57 |
(1) | Reductions for tax positions of prior years include amounts related to the resolution of issues in connection with concluding tax examinations, making protective elections, as well as changes to and clarifications of tax rules and regulations. |
• | Domestic — Our Domestic segment sells a variety of products in the core toy, entertainment, juvenile (including baby), learning and seasonal categories through 875 stores that operate in 49 states in the United States and Puerto Rico and through the Internet. Domestic Net sales in fiscal 2012 were derived from traditional toy stores (including Babies “R” Us Express (“BRU Express”) and Juvenile Expansion formats), juvenile stores, side-by-side (“SBS”) stores, permanent Express stores (cumulative lease term of at least two years) and our flagship stores in New York City. Additionally, we generated Net sales through our temporary Express store locations. |
• | International — Our International segment sells a variety of products in the core toy, entertainment, juvenile (including baby), learning and seasonal categories through 665 operated and 163 licensed stores in 35 countries and jurisdictions and through the Internet. In addition to fees received from licensed stores, International Net sales in fiscal 2012 were derived from traditional toy stores (including BRU Express formats), SBS stores, permanent Express stores (cumulative lease term of at least two years) and juvenile stores. Additionally, we generated Net sales through our temporary Express store locations. Our operated stores are located in Australia, Austria, Brunei, Canada, China, France, Germany, Hong Kong, Japan, Malaysia, Poland, Portugal, Singapore, Spain, Switzerland, Taiwan, Thailand and the United Kingdom. |
Fiscal Years Ended | |||||||||
Domestic: | February 2, 2013 | January 28, 2012 | January 29, 2011 | ||||||
Core Toy | 15.9 | % | 15.8 | % | 15.5 | % | |||
Entertainment | 11.6 | % | 12.9 | % | 13.7 | % | |||
Juvenile | 37.5 | % | 37.3 | % | 37.2 | % | |||
Learning | 22.3 | % | 21.4 | % | 20.9 | % | |||
Seasonal | 11.4 | % | 11.2 | % | 11.4 | % | |||
Other (1) | 1.3 | % | 1.4 | % | 1.3 | % | |||
Total | 100 | % | 100 | % | 100 | % |
(1) | Consists primarily of shipping and other non-product related revenues. |
Fiscal Years Ended | |||||||||
International: | February 2, 2013 | January 28, 2012 | January 29, 2011 | ||||||
Core Toy | 21.9 | % | 22.0 | % | 21.3 | % | |||
Entertainment | 11.4 | % | 11.9 | % | 13.4 | % | |||
Juvenile | 21.6 | % | 21.6 | % | 21.7 | % | |||
Learning | 29.2 | % | 27.8 | % | 26.9 | % | |||
Seasonal | 15.2 | % | 15.9 | % | 15.9 | % | |||
Other (1) | 0.7 | % | 0.8 | % | 0.8 | % | |||
Total | 100 | % | 100 | % | 100 | % |
(1) | Consists primarily of licensing fees from unaffiliated third parties and other non-product related revenues. |
Fiscal Years Ended | ||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
Net sales | ||||||||||||
Domestic | $ | 8,149 | $ | 8,393 | $ | 8,621 | ||||||
International | 5,394 | 5,516 | 5,243 | |||||||||
Total Net sales | $ | 13,543 | $ | 13,909 | $ | 13,864 | ||||||
Operating earnings (loss) | ||||||||||||
Domestic (1)(2) | $ | 571 | $ | 542 | $ | 597 | ||||||
International (3) | 309 | 377 | 367 | |||||||||
Corporate and other (1)(4) | (324 | ) | (337 | ) | (318 | ) | ||||||
Operating earnings | 556 | 582 | 646 | |||||||||
Interest expense | (480 | ) | (442 | ) | (521 | ) | ||||||
Interest income | 16 | 10 | 7 | |||||||||
Earnings before income taxes | $ | 92 | $ | 150 | $ | 132 |
(1) | Beginning in fiscal 2012, Domestic gift card breakage income of $19 million has been included within its respective reporting segment. Prior to fiscal 2012, these earnings were recorded in our Corporate and other segment. We have adjusted our prior years’ presentation based on this reclassification, which resulted in an increase in Domestic Operating earnings and Corporate and other Operating losses of $17 million and $18 million for fiscals 2011 and 2010, respectively. |
(2) | Includes impairment of long-lived assets of $8 million, $5 million and $8 million for fiscals 2012, 2011 and 2010, respectively. Also includes the impact of net gains on sales of properties of $3 million for fiscals 2012 and 2011, respectively, and $5 million for fiscal 2010. Property damage write-offs and repairs for fiscals 2012 and 2011 were $6 million and $4 million, respectively. In addition, fiscal 2010 includes approximately $23 million in litigation settlement expenses for certain legal matters and a $16 million non-cash cumulative correction of prior period straight-line lease accounting. Refer to Note 1 entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,” Note 5 entitled “PROPERTY AND EQUIPMENT” and Note 14 entitled “LITIGATION AND LEGAL PROCEEDINGS” for further details. |
(3) | Includes impairment of long-lived assets of $3 million, $1 million and $3 million for fiscals 2012, 2011 and 2010, respectively. In addition, includes the impact of net gains on sales of properties of less than $1 million and $5 million for fiscals 2012 and 2010, respectively, and gift card breakage income of $2 million, $5 million and $2 million for fiscals 2012, 2011 and 2010, respectively. Property damage write-offs and repairs for fiscals 2012 and 2011 were $2 million and $7 million, respectively. Refer to Note 1 entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” and Note 5 entitled “PROPERTY AND EQUIPMENT” for further details. |
(4) | Includes the impact of net gains on sales of properties of $1 million for fiscal 2012. Refer to Note 1 entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” for further details. |
Fiscal Years Ended | ||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
Depreciation and amortization | ||||||||||||
Domestic | $ | 225 | $ | 232 | $ | 232 | ||||||
International | 136 | 127 | 115 | |||||||||
Corporate | 46 | 44 | 41 | |||||||||
Total Depreciation and amortization | $ | 407 | $ | 403 | $ | 388 | ||||||
Capital expenditures | ||||||||||||
Domestic | $ | 148 | $ | 241 | $ | 180 | ||||||
International | 95 | 100 | 105 | |||||||||
Corporate | 43 | 39 | 40 | |||||||||
Total Capital expenditures | $ | 286 | $ | 380 | $ | 325 |
(In millions) | February 2, 2013 | January 28, 2012 | ||||||
Merchandise inventories | ||||||||
Domestic | $ | 1,421 | $ | 1,423 | ||||
International | 808 | 809 | ||||||
Total Merchandise inventories | $ | 2,229 | $ | 2,232 | ||||
Total Assets | ||||||||
Domestic | $ | 4,382 | $ | 4,468 | ||||
International | 2,619 | 2,782 | ||||||
Corporate and other (1) | 1,920 | 1,592 | ||||||
Total Assets | $ | 8,921 | $ | 8,842 |
(1) | Includes cash and cash equivalents, deferred tax assets and other corporate assets. |
Fiscal Years Ended | ||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
Net sales | ||||||||||||
United States (1) | $ | 8,149 | $ | 8,393 | $ | 8,621 | ||||||
Japan | 1,795 | 1,988 | 1,866 | |||||||||
Europe (2) | 1,439 | 1,574 | 1,493 | |||||||||
Canada | 928 | 884 | 833 | |||||||||
UK | 735 | 758 | 792 | |||||||||
Australia | 248 | 245 | 243 | |||||||||
China and Southeast Asia | 233 | 49 | — | |||||||||
Other (3) | 16 | 18 | 16 | |||||||||
Total Net sales | $ | 13,543 | $ | 13,909 | $ | 13,864 |
(1) | Includes our wholly-owned operations in Puerto Rico. |
(2) | Includes our wholly-owned operations in Germany, Austria, Switzerland, France, Spain, Portugal and Poland. |
(3) | Represents licensing fees from unaffiliated third parties. |
(In millions) | February 2, 2013 | January 28, 2012 | ||||||
Long-lived assets | ||||||||
United States (1) | $ | 2,678 | $ | 2,806 | ||||
Japan | 462 | 618 | ||||||
Europe (2) | 435 | 427 | ||||||
UK | 281 | 293 | ||||||
Canada | 240 | 239 | ||||||
Australia | 24 | 27 | ||||||
China and Southeast Asia | 23 | 29 | ||||||
Total Long-lived assets | $ | 4,143 | $ | 4,439 |
(1) | Includes our wholly-owned operations in Puerto Rico. |
(2) | Includes our wholly-owned operations in Germany, Austria, Switzerland, France, Spain, Portugal and Poland. |
(In millions) | February 2, 2013 | January 28, 2012 | ||||||
Change in projected benefit obligation: | ||||||||
Projected benefit obligation at beginning of year | $ | 118 | $ | 111 | ||||
Service cost | 5 | 5 | ||||||
Interest cost | 5 | 4 | ||||||
Employee contributions | 1 | 1 | ||||||
Benefits paid | (2 | ) | (2 | ) | ||||
Actuarial loss | 6 | 9 | ||||||
Curtailment (1) | — | (1 | ) | |||||
Partial settlement (1) | — | (10 | ) | |||||
Foreign currency impact | (5 | ) | 1 | |||||
Projected benefit obligation at end of year | $ | 128 | $ | 118 |
(In millions) | February 2, 2013 | January 28, 2012 | ||||||
Change in fair value of plan assets: | ||||||||
Fair value of plan assets at beginning of year | $ | 93 | $ | 92 | ||||
Actual return on plan assets | 10 | 4 | ||||||
Employer contributions | 7 | 7 | ||||||
Employee contributions | 1 | 1 | ||||||
Benefits paid | (2 | ) | (2 | ) | ||||
Partial settlement (1) | — | (10 | ) | |||||
Foreign currency impact | (4 | ) | 1 | |||||
Fair value of plan assets at end of year | $ | 105 | $ | 93 |
(1) | Through fiscal 2010, Toys-Japan maintained a tax qualified pension plan (“TQPP”) that covered all employees of Toys-Japan. Pursuant to amended Japanese laws, TQPP plans, such as the Toys-Japan pension plan had to be terminated or transferred to another defined benefit or defined contribution plan by March 31, 2012. In accordance with Japanese law, on February 1, 2011, Toys-Japan’s TQPP plan was terminated and replaced with a defined benefit |
(In millions) | February 2, 2013 | January 28, 2012 | ||||||
Reconciliation of funded status to total amount recognized: | ||||||||
Funded status | $ | (23 | ) | $ | (25 | ) | ||
Amounts recognized in Consolidated Balance Sheets: | ||||||||
Non-current liability | $ | (23 | ) | $ | (25 | ) | ||
Amounts recognized in Accumulated other comprehensive income (loss): | ||||||||
Unrecognized net actuarial losses, net of tax | $ | 9 | $ | 8 |
(In millions) | February 2, 2013 | January 28, 2012 | ||||||
Projected benefit obligation | $ | 128 | $ | 118 | ||||
Accumulated benefit obligation | 106 | 96 | ||||||
Fair value of plan assets | 105 | 93 |
Fiscal Years Ended | ||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
Service cost | $ | 5 | $ | 5 | $ | 6 | ||||||
Interest cost | 5 | 4 | 5 | |||||||||
Expected return on plan assets | (4 | ) | (4 | ) | (4 | ) | ||||||
Amortization of recognized actuarial loss | — | — | 1 | |||||||||
Net periodic benefit cost | $ | 6 | $ | 5 | $ | 8 |
(In millions) | Pension Benefits | |||
2013 | $ | 2 | ||
2014 | 2 | |||
2015 | 2 | |||
2016 | 2 | |||
2017 | 2 | |||
2018 through 2022 | 9 |
February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||
Discount rate | 4.0 | % | 4.4 | % | 4.4 | % | |||
Expected rate of return on plan assets | 4.6 | % | 5.1 | % | 4.7 | % | |||
Rate of compensation increase | 2.8 | % | 2.8 | % | 2.8 | % |
Fiscal Years Ended | ||||||
February 2, 2013 | January 28, 2012 | |||||
Discount rate | 4.0 | % | 4.0 | % | ||
Rate of compensation increase | 2.8 | % | 2.8 | % |
2013 Target Allocation | February 2, 2013 | January 28, 2012 | |||||||
Equity securities | 36.7 | % | 36.7 | % | 52.4 | % | |||
Debt securities | 42.7 | % | 42.7 | % | 37.5 | % | |||
Insurance contracts | 11.7 | % | 11.7 | % | 8.3 | % | |||
Cash and cash equivalents | 8.9 | % | 8.9 | % | 1.8 | % | |||
Total | 100 | % | 100 | % | 100 | % |
(In millions) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Total | |||||||||
Equity Securities: (1) | ||||||||||||
Domestic | $ | — | $ | 12 | $ | 12 | ||||||
International | — | 26 | 26 | |||||||||
Fixed Income: (2) | ||||||||||||
Domestic | — | 1 | 1 | |||||||||
International | — | 45 | 45 | |||||||||
Insurance Contracts (3) | — | 12 | 12 | |||||||||
Cash and cash equivalents (4) | 9 | — | 9 | |||||||||
Balance at February 2, 2013 | $ | 9 | $ | 96 | $ | 105 |
(In millions) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Total | |||||||||
Equity Securities: (1) | ||||||||||||
Domestic | $ | — | $ | 10 | $ | 10 | ||||||
International | — | 36 | 36 | |||||||||
Fixed Income: (2) | ||||||||||||
Domestic | — | 3 | 3 | |||||||||
International | — | 34 | 34 | |||||||||
Insurance Contracts (3) | — | 8 | 8 | |||||||||
Cash and cash equivalents (4) | 2 | — | 2 | |||||||||
Balance at January 28, 2012 | $ | 2 | $ | 91 | $ | 93 |
(1) | Domestic and international equity securities categorized as Level 2 are valued using the Net Asset Value (“NAV”) per fund share, which is derived from quoted prices in active markets of the underlying securities. |
(2) | Domestic and international fixed-income securities categorized as Level 2 are valued using the NAV per fund share, which is derived using a market approach with inputs that include broker quotes, benchmark yields, base spreads and reported trades. |
(3) | Insurance contracts contain a minimum guaranteed return and are categorized as Level 2 as the fair value of the assets is equal to the total amount of all individual technical reserves plus the non allocated employer’s financing fund reserves at the valuation date. The individual technical and financing fund reserves are equal to the accumulated paid contributions taking into account the insurance ratification and any allocated profit sharing return. |
(4) | Cash and cash equivalents include highly liquid investments with an original maturity of three months or less at acquisition. Due to the nature and short maturity of these investments, their carrying amount approximates fair value. Therefore, we have determined that our cash and cash equivalents in their entirety are classified as Level 1 within the fair value hierarchy. |
(In millions) | Final Fair Value as of October 31, 2011 | |||
Cash and cash equivalents | $ | 12 | ||
Accounts and other receivables | 5 | |||
Merchandise inventories | 33 | |||
Property and equipment, net | 13 | |||
Goodwill | 64 | |||
Intangible assets | 48 | |||
Deferred tax assets | 2 | |||
Other assets | 6 | |||
Total assets acquired | 183 | |||
Current liabilities | 62 | |||
Non-current liabilities | 10 | |||
Total liabilities assumed | 72 | |||
Noncontrolling interest | 24 | |||
96 | ||||
Net assets acquired | $ | 87 |
For the 13 or 14 Weeks Ended (1) | ||||||||||||||||
(In millions, except share data) | April 28, 2012 | July 28, 2012 | October 27, 2012 | February 2, 2013 (2) | ||||||||||||
Fiscal 2012 | ||||||||||||||||
Net sales | $ | 2,612 | $ | 2,552 | $ | 2,609 | $ | 5,770 | ||||||||
Gross margin | 997 | 1,018 | 967 | 1,969 | ||||||||||||
Selling, general and administrative expenses | 898 | 887 | 962 | 1,294 | ||||||||||||
Depreciation and amortization | 100 | 100 | 97 | 110 | ||||||||||||
Other income, net | (11 | ) | (12 | ) | (17 | ) | (13 | ) | ||||||||
Operating earnings (loss) | 10 | 43 | (75 | ) | 578 | |||||||||||
Net (loss) earnings (3) | (60 | ) | (36 | ) | (105 | ) | 240 | |||||||||
Net (loss) earnings attributable to Toys “R” Us, Inc. | $ | (60 | ) | $ | (36 | ) | $ | (105 | ) | $ | 239 | |||||
(Loss) earnings per common share attributable to common shareholders (4): | ||||||||||||||||
Basic (Note 1) | $ | (1.33 | ) | $ | (0.84 | ) | $ | (2.24 | ) | $ | 4.78 | |||||
Diluted (Note 1) | (1.33 | ) | (0.84 | ) | (2.24 | ) | 4.71 | |||||||||
Weighted average shares used in computing per share amounts: | ||||||||||||||||
Basic (Note 1) | 48,995,081 | 49,074,991 | 49,098,239 | 49,126,831 | ||||||||||||
Diluted (Note 1) | 48,995,081 | 49,074,991 | 49,098,239 | 49,896,275 | ||||||||||||
For the 13 Weeks Ended | ||||||||||||||||
(In millions, except share data) | April 30, 2011 | July 30, 2011 | October 29, 2011 | January 28, 2012 (2) | ||||||||||||
Fiscal 2011 | ||||||||||||||||
Net sales | $ | 2,636 | $ | 2,648 | $ | 2,700 | $ | 5,925 | ||||||||
Gross margin | 978 | 1,025 | 986 | 1,981 | ||||||||||||
Selling, general and administrative expenses | 897 | 885 | 973 | 1,274 | ||||||||||||
Depreciation and amortization | 98 | 102 | 99 | 104 | ||||||||||||
Other income, net | (10 | ) | (10 | ) | (11 | ) | (13 | ) | ||||||||
Operating (loss) earnings | (7 | ) | 48 | (75 | ) | 616 | ||||||||||
Net (loss) earnings (5) | (67 | ) | (34 | ) | (93 | ) | 345 | |||||||||
Net (loss) earnings attributable to Toys “R” Us, Inc. | $ | (67 | ) | $ | (34 | ) | $ | (93 | ) | $ | 343 | |||||
(Loss) earnings per common share attributable to common shareholders (4): | ||||||||||||||||
Basic (Note 1) | $ | (1.37 | ) | $ | (0.69 | ) | $ | (1.90 | ) | $ | 6.94 | |||||
Diluted (Note 1) | (1.37 | ) | (0.69 | ) | (1.90 | ) | 6.79 | |||||||||
Weighted average shares used in computing per share amounts: | ||||||||||||||||
Basic (Note 1) | 48,960,077 | 48,972,600 | 48,989,686 | 48,996,030 | ||||||||||||
Diluted (Note 1) | 48,960,077 | 48,972,600 | 48,989,686 | 50,060,038 |
(1) | With the exception of the fourth quarter of fiscal 2012, which includes 14 weeks, all other quarters presented included 13 weeks. |
(2) | Our Domestic and International businesses are highly seasonal with sales and earnings highest in the fourth quarter. During fiscals 2012, 2011 and 2010 approximately 43%, respectively, of our total Net sales were generated in the fourth quarter. Our results of operations depend significantly upon the fourth quarter holiday selling season. |
(3) | For the fourth quarter of fiscal 2012, our effective tax rate was unfavorably impacted by an increase to our valuation allowance of $22 million for certain state jurisdictions. The increase in our valuation allowance was predominately due to the fact that, as of the end of fiscal 2012, in certain state tax jurisdictions we have incurred a pre-tax cumulative loss (after adjustments required for tax purposes) over the past three fiscal years. |
(4) | Beginning with the fourth quarter of fiscal 2011, the “Earnings per common share attributable to common shareholders” was computed using the two-class method, which includes an adjustment to “Net earnings attributable to Toys “R” Us, Inc.” for changes in the carrying amount of the redeemable Noncontrolling interest. This application of the guidance did not have an impact on earnings per share prior to the fourth quarter of fiscal 2011. Refer to Note 1 to the Consolidated Financial Statements entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” for further details. |
(5) | For the fourth quarter of fiscal 2011, our effective tax rate was favorably impacted by a valuation allowance decrease of $69 million related to certain foreign tax loss and other carryforwards as we believe that it is more likely than not that such carryforwards will be used. |
Fiscal Years Ended | ||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
Revenues | $ | — | $ | — | $ | — | ||||||
General and administrative expenses | 18 | 24 | 20 | |||||||||
Depreciation and amortization | 3 | 5 | 6 | |||||||||
Other income, net | — | — | (1 | ) | ||||||||
Total operating expenses | 21 | 29 | 25 | |||||||||
Other (expense) income: | ||||||||||||
Interest expense, net | (83 | ) | (77 | ) | (133 | ) | ||||||
Intercompany interest expense, net | (47 | ) | (6 | ) | (4 | ) | ||||||
Equity in pre-tax earnings of consolidated subsidiaries | 242 | 260 | 295 | |||||||||
Earnings before income taxes | 91 | 148 | 133 | |||||||||
Income tax expense (benefit) | 53 | (1 | ) | (35 | ) | |||||||
Net earnings | $ | 38 | $ | 149 | $ | 168 | ||||||
Comprehensive (loss) income | $ | (9 | ) | $ | 153 | $ | 247 |
(In millions) | February 2, 2013 | January 28, 2012 | ||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 530 | $ | 53 | ||||
Accounts and other receivables | — | 1 | ||||||
Current deferred tax assets | 5 | 8 | ||||||
Prepaid expenses and other current assets | 5 | 6 | ||||||
Total current assets | 540 | 68 | ||||||
Property and equipment, net | 5 | 7 | ||||||
Investments in and advances to/from subsidiaries | 869 | 1,291 | ||||||
Deferred tax assets | 35 | 41 | ||||||
Other assets | 73 | 72 | ||||||
$ | 1,522 | $ | 1,479 | |||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current Liabilities: | ||||||||
Accrued expenses and other current liabilities | $ | 72 | $ | 76 | ||||
Income taxes payable | 23 | 10 | ||||||
Total current liabilities | 95 | 86 | ||||||
Long-term debt | 872 | 824 | ||||||
Deferred tax liabilities | 1 | — | ||||||
Liabilities for uncertain tax positions | 5 | 6 | ||||||
Other non-current liabilities | 64 | 60 | ||||||
Stockholders’ equity | 485 | 503 | ||||||
$ | 1,522 | $ | 1,479 |
Fiscal Years Ended | ||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
Cash Flows from Operating Activities | $ | 114 | $ | 554 | $ | 11 | ||||||
Cash Flows from Investing Activities: | ||||||||||||
Purchase of long-term investments | — | (26 | ) | (9 | ) | |||||||
Investments in subsidiaries | (33 | ) | (77 | ) | (11 | ) | ||||||
Decrease in restricted cash | — | — | 33 | |||||||||
Intercompany loan repayment by subsidiaries | 2,107 | 1,141 | 694 | |||||||||
Loans to subsidiaries | (2,005 | ) | (1,266 | ) | (685 | ) | ||||||
Net cash provided by (used in) investing activities | 69 | (228 | ) | 22 | ||||||||
Cash Flows from Financing Activities: | ||||||||||||
Long-term debt borrowings | 446 | — | — | |||||||||
Long-term debt repayment | (400 | ) | (500 | ) | — | |||||||
Borrowings from subsidiaries | 265 | — | — | |||||||||
Other | (17 | ) | 1 | (3 | ) | |||||||
Net cash provided by (used in) financing activities | 294 | (499 | ) | (3 | ) | |||||||
Cash and cash equivalents: | ||||||||||||
Net increase (decrease) during period | 477 | (173 | ) | 30 | ||||||||
Cash and cash equivalents at beginning of period | 53 | 226 | 196 | |||||||||
Cash and cash equivalents at end of period | $ | 530 | $ | 53 | $ | 226 | ||||||
Supplemental Disclosures of Cash Flow Information: | ||||||||||||
Interest paid | $ | 75 | $ | 99 | $ | 134 |
(In millions) | February 2, 2013 | January 28, 2012 | ||||||
7.875% senior notes, due fiscal 2013 (1) | — | 398 | ||||||
10.375% senior notes, due fiscal 2017 (1) | 446 | — | ||||||
7.375% senior notes, due fiscal 2018 | 404 | 404 | ||||||
8.750% debentures, due fiscal 2021 (2) | 22 | 22 | ||||||
Total Long-term debt | $ | 872 | $ | 824 |
(1) | On August 1, 2012, the Parent Company completed the offering of $450 million aggregate principal amount of 10.375% senior notes due fiscal 2017. The net proceeds were primarily used to redeem the $400 million outstanding principal amount of the Parent Company’s 7.875% senior notes and pay fees. |
(2) | Represents obligations of Toys “R” Us, Inc. and Toys–Delaware. |
(In millions) | Annual Maturities | ||
2013 | $ | — | |
2014 | — | ||
2015 | — | ||
2016 | — | ||
2017 | 450 | ||
2018 and subsequent | 422 | ||
Total | $ | 872 |
February 2, 2013 | January 28, 2012 | |||||||||||
(In millions) | Effective Date | Maturity Date | Notional Amount | Notional Amount | ||||||||
Interest Rate Caps | ||||||||||||
1 Month USD LIBOR Interest Rate Cap (1) | January 2011 | April 2015 | $ | 500 | $ | 500 | ||||||
1 Month USD LIBOR Interest Rate Cap (1) | January 2012 | April 2015 | 500 | 500 | ||||||||
1 Month USD LIBOR Interest Rate Cap (1) | January 2014 | April 2015 | 311 | 311 |
Fiscal Years Ended | ||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
Derivatives designated as cash flow hedges: | ||||||||||||
Beginning balance | $ | 1 | $ | 1 | $ | (19 | ) | |||||
Gain reclassified from Accumulated other comprehensive (loss) income - Interest Rate Contracts | — | — | 20 | |||||||||
— | — | 20 | ||||||||||
Ending balance | $ | 1 | $ | 1 | $ | 1 |
Fiscal Years Ended | ||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | |||||||||
Derivatives not designated for hedge accounting: | ||||||||||||
Loss on the change in fair value - Interest Rate Contracts | $ | — | $ | (3 | ) | $ | (5 | ) | ||||
Gain on the change in fair value - Intercompany Loan Foreign Exchange Contracts (1) | — | 2 | 1 | |||||||||
— | (1 | ) | (4 | ) | ||||||||
Derivatives designated as cash flow hedges: | ||||||||||||
Loss reclassified from Accumulated other comprehensive (loss) income (effective portion) - Interest Rate Contracts (2) | — | — | (31 | ) | ||||||||
Total Interest expense, net | $ | — | $ | (1 | ) | $ | (35 | ) |
(1) | Gains and losses related to our short-term, intercompany loan foreign exchange contracts are recorded in Interest expense, net, in addition to the corresponding foreign exchange gains and losses related to our short-term, cross- |
(2) | Reclassifications from Accumulated other comprehensive (loss) income to Interest expense, net, primarily relate to the amortization of gains (losses) recorded on de-designated contracts. |
February 2, 2013 | January 28, 2012 | |||||||||||||||
Notional | Fair Value Assets/ | Notional | Fair Value Assets/ | |||||||||||||
(In millions) | Amount | (Liabilities) | Amount | (Liabilities) | ||||||||||||
Interest Rate Contracts not designated for hedge accounting: | ||||||||||||||||
Other assets | $ | 1,311 | $ | — | $ | 1,311 | $ | — |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9A. | CONTROLS AND PROCEDURES |
ITEM 9B. | OTHER INFORMATION |
Name | Age | Principal Occupation and Business Experience During Past Five Years and Other Directorships | |||
Joshua Bekenstein | 54 | Mr. Bekenstein has been our director since September 2005. Mr. Bekenstein is a Managing Director of Bain Capital LLC (“Bain”). He has been with Bain since its founding in 1984. Mr. Bekenstein currently serves as a member of the Boards of Directors of Bombardier Recreational Products Inc., Waters Corporation, Dollarama Capital Corporation, Burlington Coat Factory, Michaels Stores, Inc., Bright Horizons Family Solutions, Inc. and The Gymboree Corporation. | |||
Michael M. Calbert | 50 | Mr. Calbert has been our director since July 2005. Mr. Calbert has been an executive of Kohlberg Kravis Roberts & Co. (“KKR”) since 2000. Mr. Calbert currently serves as a member of the Board of Directors of Dollar General Corporation. | |||
Michael D. Fascitelli | 56 | Mr. Fascitelli has been our director since July 2005. Mr. Fascitelli was the Chief Executive Officer of Vornado Realty Trust (“Vornado”) from May 2009 until February 2013 and was President and a Trustee of Vornado from December 1996 until February 2013. Mr. Fascitelli has also been President and a director of Alexanders, Inc. since August 1996. Mr. Fascitelli was on the Board of Directors of GMH Communities Trust from August 2005 until June 2008. | |||
Richard A. Goodman | 64 | Mr. Goodman has been our director since October 2011. Mr. Goodman served as an Executive Vice President of Global Operations at PepsiCo, Inc. from March 2010 until his retirement at the end of 2011. From October 2006 to March 2010, Mr. Goodman served as Chief Financial Officer of PepsiCo Inc. Prior to that, from 2003 to October 2006, Mr. Goodman served as Chief Financial Officer of PepsiCo International. He has been a Director of Johnson Controls Inc. since 2008 and of Western Union since January 2011. | |||
Matthew S. Levin | 46 | Mr. Levin has been our director since July 2005. Mr. Levin has been a Managing Director at Bain since 2000. Mr. Levin also currently serves as a director of Bombardier Recreational Products Inc., Dollarama Capital Corporation, Michaels Stores, Inc., Unisource Worldwide, Inc., Edcon Holdings Pty Ltd., Lilliput Kidswear Ltd. and Guitar Centers, Inc. | |||
Wendy Silverstein | 52 | Ms. Silverstein has been our director since September 2005. Ms. Silverstein has been Executive Vice President and Co-Head of Acquisitions and Capital Markets of Vornado since November 2010. She served as Executive Vice President — Capital Markets of Vornado from 1998 to October 2010. | |||
Nathaniel H. Taylor | 36 | Mr. Taylor has been our director since January 2011. Mr. Taylor is a member of the general partner of KKR & Co. L.P., and he has been an investment professional at KKR since November 2005. | |||
Michael Ward | 49 | Mr. Ward has been our director since September 2007. Mr. Ward is a Managing Director of Bain. He has been with Bain since 2002. Mr. Ward is a member of the Board of Directors of Sensata Technologies, Inc. | |||
Gerald L. Storch (1) | 56 | Mr. Storch has been our Chairman of the Board and Chief Executive Officer since February 2006. Mr. Storch was Vice Chairman of Target Corporation (“Target”) from 2001 to 2005 and held various other positions at Target from 1993 (then Dayton-Hudson) to 2001. Prior to joining Target, Mr. Storch was a Principal of McKinsey & Company where he served from 1982 to 1993. Mr. Storch is a member of the Board of Directors for Bristol-Myers Squibb. |
(1) | On February 13, 2013, the Company announced that Mr. Storch will be transitioning from his role as Chief Executive Officer, while continuing to remain as Chairman of the Board of the Company. |
Name | Age | Position with the Registrant | ||
Gerald L. Storch (1)(2) | 56 | Chairman of the Board; Chief Executive Officer | ||
F. Clay Creasey, Jr. | 64 | Executive Vice President — Chief Financial Officer | ||
Richard Barry | 46 | Executive Vice President — Chief Merchandising Officer | ||
Deborah Derby | 49 | Vice Chairman and Executive Vice President | ||
Ira Hernowitz | 47 | Executive Vice President — “R” Us Brands | ||
Monika M. Merz | 63 | President — Toys “R” Us, Asia Pacific | ||
Troy Rice | 49 | Executive Vice President — Stores and Services | ||
David J. Schwartz | 45 | Executive Vice President — General Counsel & Corporate Secretary | ||
Antonio Urcelay | 61 | President of Europe |
(1) | See “Directors” above for Mr. Storch’s biography. |
(2) | On February 13, 2013, the Company announced that Mr. Storch will be transitioning from his role as Chief Executive Officer, while continuing to remain as Chairman of the Board of the Company. |
ITEM 11. | EXECUTIVE COMPENSATION |
• | Gerald L. Storch, Chairman of the Board and Chief Executive Officer; |
• | F. Clay Creasey, Jr., Executive Vice President — Chief Financial Officer; |
• | David J. Schwartz, Executive Vice President — General Counsel & Corporate Secretary; |
• | Monika M. Merz, President — Toys “R” Us, Asia Pacific; and |
• | Antonio Urcelay, President of Europe. |
• | provide each executive officer with compensation opportunities that are competitive with the compensation opportunities available to executives in comparable positions at companies with whom we compete for talent; |
• | tie a significant portion of each executive officer’s compensation to our financial performance and his or her individual performance; and |
• | align the interests of our executive officers with those of our equity holders. |
• | base salary; |
• | annual incentive awards; |
• | long-term incentives; |
• | perquisites; |
• | other benefits; and |
• | benefits upon termination or change of control. |
• | Financial—focuses on financial metrics that we believe are good indicators of whether the Company and our business segments are achieving their annual and long-term business objectives; |
• | Operational Efficiency—focuses on operational efficiencies and cost reduction, such as supply chain optimization and reducing selling, general and administrative expenses; |
• | Working Together—focuses on people individually and as a team, such as the hiring, development and retention of employees, compensation initiatives, team building, conflict resolution, communication and succession planning activities; |
• | Delight the Guest—focuses on operational execution, such as improving customer satisfaction and testing new business initiatives and new product lines; and |
• | Build for the Future—focuses on growing our business, such as implementing new business strategies, accelerating new store rollouts and developing financial strategies. |
Name | Personal Business Goals | |
Mr. Storch | • Enhance current processes and systems to make product available to Guests anytime, anywhere; | |
• Provide a consistent, unique and compelling store experience; | ||
• Differentiate product offerings to become the toy and baby authority; and | ||
• Develop, retain and attract the very best talent. | ||
Mr. Creasey | • Manage inventory purchases so the sales are optimized while at the same time period-ending inventory balances are at or below goal levels; | |
• Successfully manage the 2012 refinance calendar to maximize financial flexibility while minimizing interest and issuance costs; and | ||
• Drive to reduce expenses whenever possible. | ||
Mr. Schwartz | • Achieve successful resolution of key litigation or governmental actions; | |
• Pursue geographic expansion opportunities; and | ||
• Improve coordination of private label sourcing for international licensed businesses. | ||
• Enhance global coordination of quality assurance and product safety processes. | ||
Ms. Merz | • Support the successful integration and alignment of Labuan into the global organization; | |
• Launch on-line site in Japan and drive e-commerce sales; | ||
• Improve store environment through side-by-side conversions, relocations and new stores; and | ||
• Improve support for Private Label and increase blend of products. | ||
Mr. Urcelay | • Develop a regional omnichannel strategy that provides the Company with a differentiated e-commerce business; | |
• Drive the customer-focused vision: continued improvement in service and store environment; fun and excitement in the stores; | ||
• Continue to support global private brands; and | ||
• Reinforce cooperation in Europe and globally so more benchmarking and learning takes place. |
Name | Total Target Payout | Financial Component of Target Payout | Actual Payout under the Financial Component | Personal Component of Target Payout | Actual Payout under the Personal Component | Total Actual Payout under the Management Incentive Plan for Fiscal 2012 | ||||||||||||||||||
Mr. Storch | $ | 2,460,000 | $ | 1,968,000 | $ | 258,703 | $ | 492,000 | $ | 241,297 | $ | 500,000 | ||||||||||||
Mr. Creasey | 580,000 | 464,000 | 60,995 | 116,000 | 156,600 | 217,595 | ||||||||||||||||||
Mr. Schwartz | 550,000 | 440,000 | 57,840 | 110,000 | 198,000 | 255,840 | ||||||||||||||||||
Ms. Merz | 691,217 | 483,852 | 4,258 | 207,365 | 279,943 | 284,201 | ||||||||||||||||||
Mr. Urcelay | 779,664 | 545,765 | 82,779 | 233,899 | 315,764 | 398,543 |
Minimum | 25% of target shares earned |
Target | 100% of target shares earned |
Maximum (or greater) | 200% of target shares earned |
Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards (1)(2) | Option Awards (2) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||||||
Gerald L. Storch, Chairman of the Board and Chief Executive Officer | 2012 | $ | 1,225,385 | — | $ | 1,200,012 | $ | 2,211,002 | $ | 500,000 | $ | — | $ | 111,456 | (3) | $ | 5,247,855 | |||||||||||||||||
2011 | 1,192,308 | — | 1,500,000 | 4,142,250 | 940,736 | — | 125,355 | 7,900,649 | ||||||||||||||||||||||||||
2010 | 1,142,307 | — | — | — | 1,422,536 | — | 198,708 | 2,763,551 | ||||||||||||||||||||||||||
F. Clay Creasey, Jr., EVP - Chief Financial Officer | 2012 | 577,692 | — | 283,316 | 522,050 | 217,595 | — | 70,195 | (4) | 1,670,848 | ||||||||||||||||||||||||
2011 | 561,923 | — | 266,640 | 736,409 | 221,465 | — | 62,779 | 1,849,216 | ||||||||||||||||||||||||||
2010 | 540,384 | — | — | — | 321,677 | — | 72,886 | 934,947 | ||||||||||||||||||||||||||
David J. Schwartz,(5)EVP - General Counsel & Corporate Secretary | 2012 | 542,308 | — | 333,344 | 1,001,084 | 255,840 | — | 61,086 | (6) | 2,193,662 | ||||||||||||||||||||||||
Monika M. Merz, (7)President - Toys “R” Us, Asia Pacific | 2012 | 651,160 | — | 333,344 | 542,166 | 284,201 | — | 1,418,899 | (8) | 3,229,770 | ||||||||||||||||||||||||
2011 | 586,461 | — | 333,360 | 1,199,491 | 736,535 | — | 1,103,599 | 3,959,446 | ||||||||||||||||||||||||||
2010 | 526,513 | — | — | — | 805,872 | — | 1,461,727 | 2,794,112 | ||||||||||||||||||||||||||
Antonio Urcelay, (9)President of Europe | 2012 | 705,563 | — | 416,680 | 1,198,963 | 398,543 | — | 285,579 | (10) | 3,005,328 | ||||||||||||||||||||||||
2011 | 740,487 | — | 416,640 | 1,150,634 | 587,026 | — | 276,609 | 3,171,396 | ||||||||||||||||||||||||||
2010 | 654,679 | — | — | — | 840,478 | — | 229,966 | 1,725,123 |
(1) | Assuming the maximum award is achieved, the value of the stock awards, using a $44.00 stock price (the fair value of our common stock on the date of grant), would be $2,400,024 for Mr. Storch, $566,632 for Mr. Creasey, $666,688 for Mr. Schwartz, $666,688 for Ms. Merz and $833,360 for Mr. Urcelay. |
(2) | These amounts represent the aggregate grant date fair value of equity awards granted in the specified fiscal year as calculated pursuant to ASC 718 (excluding estimates of forfeitures related to service-based and performance-based vesting conditions). For additional information about the valuation assumptions with respect to equity awards, refer to Note 7 of the financial statements included in this Annual Report on Form 10-K entitled “STOCK-BASED COMPENSATION.” See the “Outstanding Equity Awards at 2012 Fiscal Year-End” table below for the vesting terms and conditions of these awards. Amounts reported also reflect the incremental expense recorded during fiscals 2012 and 2011 (computed in accordance with ASC 718) related to certain awards that were required to be liability-classified as a result of Amendment No. 3 and Amendment No. 5 to the Management Equity Plan. The incremental expense recognized in fiscal 2012 was $431,250 for Mr. Urcelay and $386,918 for Mr. Schwartz. For Ms. Merz, an incremental expense of $279,000 was recorded in fiscal 2011. The amendments did not result in any incremental expense for awards held by Mr. Storch and Mr. Creasey. |
(3) | Includes $76,553 of Company contribution to the SERP, $26,745 for a leased car, $5,500 for financial planning services, $1,550 for an Executive Physical, $696 for life insurance premiums and $412 for long-term disability premiums. |
(4) | Includes $27,998 for a leased car, $21,920 of Company contribution to the SERP, $18,169 of Company matching contribution to the Savings Plan, $1,000 financial incentive for flying economy class under the Toys “R” Us, Inc. Corporate Travel and Expense Reimbursement Policy, $696 for life insurance premiums and $412 for long-term disability premiums. |
(5) | Mr. Schwartz was not a named executive officer in fiscals 2011 and 2010. |
(6) | Includes $22,378 of Company contribution to the SERP, $21,600 for a car allowance, $15,800 of Company matching contribution to the Savings Plan, $696 for life insurance premiums, $412 for long-term disability premiums and a $200 Wellness Rebate for taking a health assessment and biometric screening. |
(7) | Ms. Merz is compensated in Canadian Dollars which are converted to USD each fiscal year based on the average monthly rate. The exchange rates are as follows: |
(8) | Includes $518,663 for host country income tax payments for local benefits, $306,296 for Japanese estimated national income tax for 2012, $205,453 for a Cost of Living Allowance (COLA), $178,013 for housing, $108,626 Company contributions to the Deferred Profit Sharing Plan, $39,562 for home leave for Ms. Merz and her spouse, $20,044 for a car allowance, $18,871 for furniture rental, $14,695 for premiums for ex-patriate health care coverage for Ms. Merz and her spouse, $10,036 for utilities, $8,532 for tax preparations, $6,737 for Executive Wellness (benefit expenses not covered by the health plan), $4,517 for club fees for the American Club, $2,698 for language lessons for Ms. Merz and her spouse and $23,844 for tax equalization. |
(9) | Mr. Urcelay is compensated in Euros which are converted to USD each fiscal year based on the average monthly rate. The exchange rates are as follows: |
(10) | Includes $212,636 for the purchase of annuity products under the MAPFRE Policies, $34,420 for a leased car, $24,733 for executive life insurance premiums, $13,009 for executive medical premiums and $781 for financial planning services. |
Estimated Potential Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (4)(5) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#)(5) | Exercise or Base Price of Option Awards (#/sh) | Grant Date Fair Value of Stock and Option Awards | ||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold(2) | Target | Maximum(3) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||
Storch | — | $ | 2,460,000 | 3,444,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
5/21/2012 | — | — | — | 6,818 | 27,273 | 54,546 | — | — | — | $ | 1,200,012 | ||||||||||||||||||||||||||
5/21/2012 | — | — | — | — | — | — | — | 109,091 | $ | 44.00 | 2,211,002 | ||||||||||||||||||||||||||
Creasey | — | 580,000 | 1,624,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
5/21/2012 | — | — | — | 1,610 | 6,439 | 12,878 | — | — | — | 283,316 | |||||||||||||||||||||||||||
5/21/2012 | — | — | — | — | — | — | — | 25,758 | 44.00 | 522,050 | |||||||||||||||||||||||||||
Schwartz | — | 550,000 | 1,540,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
5/21/2012 | — | — | — | 1,894 | 7,576 | 15,152 | — | — | — | 333,344 | |||||||||||||||||||||||||||
5/21/2012 | — | — | — | — | — | — | — | 30,303 | 44.00 | 614,166 | |||||||||||||||||||||||||||
— | — | — | — | — | — | — | 22,430 | — | 386,918 | (6 | ) | ||||||||||||||||||||||||||
Merz | — | 691,217 | 1,696,623 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
5/21/2012 | — | — | — | 1,894 | 7,576 | 15,152 | — | — | — | 333,344 | |||||||||||||||||||||||||||
5/21/2012 | — | — | — | — | — | — | — | 30,303 | 44.00 | 614,166 | |||||||||||||||||||||||||||
Urcelay | — | 779,664 | 1,913,720 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
5/21/2012 | — | — | — | 2,368 | 9,470 | 18,940 | — | — | — | 416,680 | |||||||||||||||||||||||||||
5/21/2012 | — | — | — | — | — | — | — | 37,879 | 44.00 | 767,713 | |||||||||||||||||||||||||||
— | — | — | — | — | — | — | 25,000 | — | 431,250 | (6 | ) |
(1) | These amounts reflect estimated possible payouts under our annual incentive awards granted for fiscal 2012. Our Executive Committee approved the threshold, target and maximum payment amounts for fiscal 2012 in June 2012. Each named executive officer’s target payout was the following percentage of his or her base salary: 200% for Mr. Storch, 110% for Mr. Urcelay and Ms. Merz, and 100% for Messrs. Creasey and Schwartz. The target payout is weighted 70% on the Financial Component and 30% on the Personal Component for Mr. Urcelay and Ms. Merz. The target payout is weighted 80% on the Financial Component and 20% on the Personal Component for Messrs. Storch, Creasey and Schwartz. For more information, see “—COMPENSATION DISCUSSION AND ANALYSIS — ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM — ANNUAL INCENTIVE AWARDS” section set forth above. |
(2) | The Threshold amount shown is 0% of the Target amount, which is comprised of the Financial Component and the Personal Component. The Financial Component pays out beginning at just above 0% of the Target amount if the threshold payout level is met. If the Threshold payout level is not met, no Financial Component will be paid. If 80% of the Financial Component target is not met, the Personal Component will not be paid. |
(3) | The maximum, which refers to the maximum payout possible under the Management Incentive Plan, for fiscal 2012 was 300% of the Financial Component target and 200% of the Personal Component target. For a further description of these awards, see “—COMPENSATION DISCUSSION AND ANALYSIS — ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM — ANNUAL INCENTIVE AWARDS” set forth above. |
(4) | In accordance with the vesting provisions set forth below, 25% of the performance awards will vest if threshold achievement is met. If threshold achievement for only one performance metric is met, then the number of awards that will vest will be 25% of the 50% of the awards whose vesting is based on that metric. 100% of the performance awards will vest if target achievement is met and 200% of the performance awards will vest if maximum achievement (or above) is met. |
(5) | These awards were granted under the 2010 Incentive Plan. The fair value of a share of common stock on the grant date was $44.00. Refer to Note 7 of the financial statements included in this Annual Report on Form 10-K entitled “STOCK-BASED COMPENSATION” for more information. |
(6) | Amounts reported reflect the incremental expense (computed in accordance with ASC 718) incurred related to certain awards that were required to be liability-classified in May 2012, as a result of Amendment No. 5 to the Management Equity Plan. Refer to Note 7 of the financial statements included in this Annual Report on Form 10-K entitled “STOCK-BASED COMPENSATION” for more information. |
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (4) | |||||||||||||||||||||
Storch | 2/7/2006 (1) | 747,664 | — | — | $ | 26.75 | 2/7/2016 | — | — | — | — | ||||||||||||||||||||
5/26/2011 (2) | — | 150,000 | — | 60.00 | 5/26/2021 | — | — | 6,250 | $ | 200,000 | |||||||||||||||||||||
5/21/2012 (2) | — | 109,091 | — | 44.00 | 5/21/2022 | — | — | 6,818 | 218,176 | ||||||||||||||||||||||
Creasey | 8/6/2007 (1) | 122,841 | — | — | 32.00 | 8/6/2017 | — | — | — | — | |||||||||||||||||||||
5/26/2011 (2) | — | 26,667 | — | 60.00 | 5/26/2021 | — | — | 1,111 | 35,552 | ||||||||||||||||||||||
5/21/2012 (2) | — | 25,758 | — | 44.00 | 5/21/2022 | — | — | 1,610 | 51,520 | ||||||||||||||||||||||
Schwartz | 7/21/2005 (1) | 50,466 | — | — | 26.75 | 7/21/2015 | — | — | — | — | |||||||||||||||||||||
6/30/2009 (1) | 14,604 | 9,738 | — | 27.00 | 6/30/2019 | — | — | — | — | ||||||||||||||||||||||
10/30/2009 (1) | 14,082 | 9,390 | — | 28.00 | 10/30/2019 | — | — | — | — | ||||||||||||||||||||||
5/26/2011 (2) | — | 26,667 | — | 60.00 | 5/26/2021 | — | — | 1,111 | 35,552 | ||||||||||||||||||||||
5/21/2012 (2) | — | 30,303 | — | 44.00 | 5/21/2022 | — | — | 1,894 | 60,608 | ||||||||||||||||||||||
Merz | 7/21/2005 (1) | 50,466 | — | — | 26.75 | 7/21/2015 | — | — | — | — | |||||||||||||||||||||
5/26/2011 (2) | — | 33,333 | (5) | — | 60.00 | 5/26/2021 | — | — | 1,389 | 44,448 | |||||||||||||||||||||
5/21/2012 (2) | — | 30,303 | (5) | — | 44.00 | 5/21/2022 | — | — | 1,894 | 60,608 | |||||||||||||||||||||
Urcelay | 4/1/2003 (3) | 17,371 | — | — | 8.25 | 4/1/2013 | — | — | — | — | |||||||||||||||||||||
7/21/2005 (1) | 122,841 | — | — | 26.75 | 7/21/2015 | — | — | — | — | ||||||||||||||||||||||
5/26/2011 (2) | — | 41,667 | (5) | — | 60.00 | 5/26/2021 | — | — | 1,736 | 55,552 | |||||||||||||||||||||
5/21/2012 (2) | — | 37,879 | (5) | — | 44.00 | 5/21/2022 | — | — | 2,368 | 75,776 |
(1) | These options time vest 40% on the second anniversary of the grant date, 20% on the third anniversary of the grant date, 20% on the fourth anniversary of the grant date and 20% on the fifth anniversary of the grant date. The vesting of these options may accelerate under certain circumstances as further described in “—POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL.” |
(2) | These options vest 50% on the second anniversary of the grant date, 25% on the third anniversary of the grant date and 25% on the fourth anniversary of the grant date. These performance shares and units vest in accordance with the vesting provisions as discussed above in the Narrative Supplement to the Summary Compensation Table and the Grants of Plan-Based Awards in Fiscal 2012 Table. |
(3) | In connection with the Merger, holders of vested stock options (“Pre-Merger Options”) to purchase equity in the Company were permitted to exchange these Pre-Merger Options for a like value of fully vested stock options (“Rollover Options”) to purchase shares of common stock under the Management Equity Plan. The stock options listed in these rows are Rollover Options, which are fully vested. |
(4) | In calculating the amount set forth in the table, we utilized a per share value of $32.00, which was the fair value of our shares of common stock as of March 12, 2013. As we are a privately held company, the value of shares of common stock is only available when a valuation is performed. |
(5) | The stock options granted to Ms. Merz and Mr. Urcelay on May 21, 2012 and May 26, 2011 will become exercisable upon retirement as they meet the age and service criteria for retirement (i.e., voluntary termination of employment after attaining age 60 with at least ten (10) years of continuous service with the Company). |
Option Awards | Stock Awards | |||||||||||||
Name | Number of Shares Acquired on Exercises | Value Realized on Exercises (1) | Number of Shares Acquired on Vesting | Value Realized on Vesting | ||||||||||
Storch | — | $ | — | — | $ | — | ||||||||
Creasey | — | — | — | — | ||||||||||
Schwartz | 22,430 | 783,932 | — | — | ||||||||||
Merz | 12,000 | 395,041 | — | — | ||||||||||
Urcelay | 7,629 | 272,737 | — | — |
(1) | The value realized on exercise is based on the valuation price during the transaction window when the named executive officer exercised the stock options. At the time these stock options were exercised, the valuation prices were $44.00 per share. |
Name | Executive Contributions in Last FY | Registrant Contributions in Last FY (1)(2) | Aggregate Earnings at Last FY (3) | Aggregate Withdrawals / Distributions | Aggregate Balance at Last FYE (4) | |||||||||||||||
Storch | $ | — | $ | 76,553 | $ | 14,754 | $ | — | $ | 906,368 | ||||||||||
Creasey | — | 21,920 | 19,070 | — | 234,166 | |||||||||||||||
Schwartz | — | 22,378 | 19,941 | — | 207,387 | |||||||||||||||
Merz(5) | — | 102,445 | — | 102,445 | — | |||||||||||||||
Urcelay(6) | — | 212,636 | 69,922 | — | 902,592 |
(1) | We make an annual contribution to the SERP for each U.S. executive officer who is employed on the last day of the SERP plan year. The amount of the contribution is equal to 4% of that portion of the executive officer’s “total compensation” in excess of the dollar limits under Internal Revenue Code Section 401(a)(17). Generally, total compensation means compensation as reported on Form W-2 with the Internal Revenue Service or such other definition as is utilized under the Savings Plan. However, total compensation includes amounts paid pursuant to our Management Incentive Plan but does not include sign-on bonuses, retention bonuses, project completion bonuses or other types of success bonuses. The Executive Committee may at its discretion also credit additional notional contributions if the Company had an exceptional year. |
(2) | All contributions that we made for each executive officer during fiscal 2012 were included in the “All Other Compensation” column of the Summary Compensation Table above. |
(3) | Earnings on nonqualified deferred compensation were not required to be reported in the Summary Compensation Table. Each U.S. executive’s SERP account is credited or debited with “Declared Interest,” which is based upon hypothetical investments selected by the executive officer pursuant to procedures established by the administrative committee that administers the SERP. The Administrator of the SERP determines the number of investment options available under the SERP and such investment options are comprised of a subset of the investment options available under the Savings Plan. Participants in the SERP have the right to change their hypothetical investment selections on a daily basis. The contributions made by the Company vest five years after the executive officer’s first day of employment with the Company. All SERP distributions are paid in lump sums upon termination of the participant’s employment with the Company. |
(4) | Of the aggregate balance amount set forth in this column, $769,557 and $185,938 were previously reported in the Summary Compensation table for Messrs. Storch and Creasey, respectively, for prior fiscal years. $725,264 was previously reported in the Summary Compensation Table for contributions to the Spain Savings Plan and the MAPFRE policies for Mr. Urcelay for prior fiscal years. |
(5) | Pursuant to the terms of her employment, Ms. Merz is entitled to receive from the Company a contribution amount equal to 8% of her pay, which was equal to $108,626 for fiscal 2012. Under Canadian law, the Company can only contribute $6,181 to the Deferred Profit Sharing Plan. The balance of the Company contribution, $102,445, is paid to Ms. Merz in a lump sum cash payment. |
(6) | These amounts reflect the annuity products purchased for the benefit of Mr. Urcelay under the MAPFRE Polices. |
• | any base salary earned, but unpaid as of the date of his termination; |
• | any employee benefits that he may be entitled to under the Company’s employee benefit plans; and |
• | any annual incentive award for the immediately preceding fiscal year that is earned, but unpaid as of the date of his termination. |
• | any base salary earned, but unpaid as of the date of his termination; |
• | any employee benefits that he may be entitled to under the Company’s employee benefit plans; |
• | any annual incentive award for the immediately preceding fiscal year that is earned, but unpaid as of the date of his termination; and |
• | a pro-rata portion of his annual incentive award for the current fiscal year earned through the date of termination, based on the Company’s actual results as opposed to his target annual incentive award. |
• | any base salary earned, but unpaid as of the date of his termination; |
• | any employee benefits that he may be entitled to under the Company’s employee benefit plans; |
• | any annual incentive award for the immediately preceding fiscal year that is earned, but unpaid as of the date of his termination; |
• | a pro-rata portion of his annual incentive award earned through the date of termination, based on the Company’s actual results as opposed to his target annual incentive award; |
• | an amount equal to two times the sum of (x) his then-current base salary and (y) his target annual bonus amount payable in twenty four (24) monthly installments, except such amount will be payable in a lump sum, subject to statutory limitations, if the executive’s termination of employment occurs two years after a change in control (as defined in the 2010 Incentive Plan); and |
• | continuation of medical, dental and life insurance benefits, with the executive paying a portion of such costs as if his employment had not terminated, until the earlier to occur of (i) the end of the twenty four (24) month period commencing on the date of termination of employment (the “Severance Period”) or (ii) the date on which the executive commences to be eligible for coverage under substantially comparable medical, dental and life insurance benefit plans from any subsequent employer. |
• | in addition, Mr. Storch shall be permitted to sell his shares of Common Stock back to the Company at a per share price equal to the current fair market value. |
• | engage in any business that directly or indirectly is a Competitive Business (as defined in each of their employment agreements); |
• | enter the employ of, or render any services to, any person who or which engages in a Competitive Business; |
• | acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly; |
• | interfere with, or attempt to interfere with, business relationships between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates; |
• | solicit to leave the employment of, or encourage any employee of the Company or its affiliates to leave the employment of, the Company or its affiliates; |
• | hire any such employee who was employed by the Company or its affiliates as of the date of his termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to, the termination of his employment with the Company; and |
• | solicit to leave the employment of, or encourage to cease to work with, as applicable, the Company or its affiliates or any consultant, supplier or service provider under contract with the Company or its affiliates. |
• | any base salary earned, but unpaid as of the date of her termination; and |
• | any employee benefits that she may be entitled to under Toys “R” Us Canada Ltd.’s employee benefit plans. |
• | any base salary earned, but unpaid as of the date of her termination; |
• | any employee benefits that she may be entitled to under the Toys “R” Us Canada Ltd.’s employee benefit plans; and |
• | any annual incentive award for the immediately preceding fiscal year that is earned, but unpaid as of the date of her termination. |
• | any base salary earned, but unpaid as of the date of her termination; |
• | any employee benefits that she may be entitled to under the Company’s employee benefit plans; |
• | any annual incentive award for the immediately preceding fiscal year that is earned, but unpaid as of the date of her termination; |
• | a pro-rata portion of her annual incentive award earned through the date of termination, based on the Company’s actual results as opposed to her target annual incentive award; and |
• | an amount equal to two (2) times the sum of: (x) her current base salary for the fiscal year in which her employment was terminated and (y) her target annual incentive award, payable in equal installments for 24 months in accordance with normal payroll periods; provided if Ms. Merz is terminated without cause or resigns for good reason within six months prior to, or two years following, a change in control, such payment will be in a lump sum. |
• | continuation of dental and life insurance benefits, with the executive paying a portion of such costs as if her employment had not terminated, until the earlier to occur of (i) the end of the twenty four (24) month period commencing on the date of termination of employment or (ii) such time as she accepts other employment and becomes eligible for dental and life insurance coverage. |
• | engage either directly or indirectly in a Competitive Business (as defined in her employment agreement); |
• | enter the employ of, or render any services to, any person who or which engages in a Competitive Business; |
• | acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly; |
• | interfere with, or attempt to interfere with, business relationships between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates; |
• | solicit to leave the employment of, or encourage any employee of the Company or its affiliates to leave the employment of, the Company or its affiliates; |
• | hire any such employee who was employed by the Company or its affiliates as of the date of her termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to, the termination of her employment with the Company; and |
• | solicit to leave the employment of, or encourage to cease to work with, as applicable, the Company or its affiliates or any consultant, supplier or service provider under contract with the Company or its affiliates. |
• | eighteen months base salary; |
• | actual achieved annual incentive award up to a maximum of his target annual incentive award for the eighteen month period after his termination, based on the Company’s actual results, as opposed to his target annual incentive award; |
• | continuation of car benefit for eighteen months, excluding gas, maintenance and other usage-related expenses; |
• | continuation of health benefits for eighteen months; |
• | continuation of the use of his Company provided laptop computer and cell phone for eighteen months, except that he will be responsible for the costs of all telephone calls; |
• | any stock options and restricted stock will continue vesting for ninety days after the date of termination, but once the ninety day period has elapsed any unvested stock options will be automatically canceled; |
• | up to thirty days following the expiration of the eighteen-month period after his termination date, he may exercise any vested stock options; subject to the vesting provisions of the Management Equity Plan; and |
• | continuation of Company contributions to his defined contribution plan and provision of tax advice for eighteen months. |
• | carry out any other business, similar or equal to the Company or which otherwise competes with the business of the Company directly or indirectly, individually or as an employee, consultant, or in any other capacity, unless the competitive business represents less than ten percent of the whole business turnover; |
• | call upon, communicate with, attempt to communicate with or solicit business from any client or customer of the Company or any person responsible for referring business to the Company, or any competitor of the Company, or for his own interest if he should become a competitor of the Company; and |
• | take any action to assist any successor employer or entity in employment solicitation or recruiting any employee who had worked for the Company during the immediate six months prior to his termination. |
Type of Payment | Termination for Cause or Resignation Without Good Reason | Termination Without Cause or Resignation For Good Reason | Retirement | Death | Long-Term Disability | Change in Control | Termination Without Cause or Resignation for Good Reason in Connection with a Change of Control | |||||||||||||||||||||
Severance (1) | $ | — | $ | 2,320,000 | $ | — | $ | — | $ | — | $ | — | $ | 2,320,000 | ||||||||||||||
Fiscal 2012 Annual Bonus | — | 217,595 | — | 217,595 | 217,595 | — | 217,595 | |||||||||||||||||||||
Fiscal 2007 Stock Option Grant (2) | — | — | — | — | — | — | — | |||||||||||||||||||||
Fiscal 2011 Stock Option Grant (3) | — | — | — | — | — | — | — | |||||||||||||||||||||
Fiscal 2011 Performance Shares Grant (4) | — | — | 79,611 | 79,611 | 79,611 | 79,611 | 79,611 | |||||||||||||||||||||
Fiscal 2012 Stock Option Grant (3) | — | — | — | — | — | — | — | |||||||||||||||||||||
Fiscal 2012 Performance Units Grant (4) | — | — | 41,962 | 41,962 | 41,962 | 41,962 | 41,962 | |||||||||||||||||||||
Benefit Continuation (5) | — | 9,353 | — | — | — | — | 9,353 | |||||||||||||||||||||
TOTAL | $ | — | $ | 2,546,948 | $ | 121,573 | $ | 339,168 | $ | 339,168 | $ | 121,573 | $ | 2,668,521 |
(1) | Severance amounts payable due to a Termination Without Cause or Resignation For Good Reason are payable over a two year period. Upon a Change in Control, such payments will be paid in a lump-sum amount, subject to statutory limitations. |
(2) | Pursuant to the Management Equity Plan, the unvested portion of options will accelerate and become vested upon retirement, death, disability or a change in control. These options are 100% vested, so he would not recognize any additional value. |
(3) | Pursuant to the 2010 Incentive Plan, the unvested portion of options will accelerate and become vested upon retirement, death, disability or a change in control. In calculating the amounts set forth in the table, we utilized a per share value of $32.00, which was the fair value of our shares of common stock as of March 12, 2013. As we are a privately held company, the value of shares of common stock is only available when a valuation is performed. Because the per share value of $32.00 is less than the option exercise price of $60.00 and $44.00, no value is reflected in the table. |
(4) | Pursuant to the 2010 Incentive Plan, the unvested portion of performance shares will accelerate and become vested pro-rata upon retirement, death or disability based on actual results. For purposes of this table, we assumed achievement of target results. The unvested portion of performance shares will accelerate and become vested pro-rata upon a change in control based on target results. In calculating the amounts set forth in the table, we utilized the target number of performance shares and a per share value of $32.00, which was the fair value of our shares of common |
(5) | Represents estimated Company costs based on fiscal 2013 projections for medical, dental and life insurance coverage for the duration of the Severance Period. |
Type of Payment | Termination for Cause or Resignation Without Good Reason | Termination Without Cause or Resignation For Good Reason | Retirement | Death | Long-Term Disability | Change in Control | Termination Without Cause or Resignation for Good Reason in Connection with a Change of Control | |||||||||||||||||||||
Severance (1) | $ | — | $ | 2,200,000 | $ | — | $ | — | $ | — | $ | — | $ | 2,200,000 | ||||||||||||||
Fiscal 2012 Annual Bonus | — | 255,840 | — | 255,840 | 255,840 | — | 255,840 | |||||||||||||||||||||
Fiscal 2005 Stock Option Grant (2) | — | — | — | — | — | — | — | |||||||||||||||||||||
Fiscal 2009 Stock Option Grants (3) | — | — | 86,250 | 86,250 | 86,250 | 86,250 | 86,250 | |||||||||||||||||||||
Fiscal 2011 Stock Option Grant (4) | — | — | — | — | — | — | — | |||||||||||||||||||||
Fiscal 2011 Performance Shares Grant (5) | — | — | 79,611 | 79,611 | 79,611 | 79,611 | 79,611 | |||||||||||||||||||||
Fiscal 2012 Stock Option Grant (4) | — | — | — | — | — | — | — | |||||||||||||||||||||
Fiscal 2012 Performance Units Grant (5) | — | — | 49,372 | 49,372 | 49,372 | 49,372 | 49,372 | |||||||||||||||||||||
Benefit Continuation (6) | — | 16,449 | — | — | — | — | 16,449 | |||||||||||||||||||||
TOTAL | $ | — | $ | 2,472,289 | $ | 215,233 | $ | 471,073 | $ | 471,073 | $ | 215,233 | $ | 2,687,522 |
(1) | Severance amounts payable due to a Termination Without Cause or Resignation For Good Reason are payable over a two year period. Upon a Change in Control, such payments will be paid in a lump-sum amount, subject to statutory limitations. |
(2) | Pursuant to the Management Equity Plan, the unvested portion of options will accelerate and become vested upon retirement, death, disability or a change in control. These options are 100% vested, so he would not recognize any additional value. |
(3) | Pursuant to the Management Equity Plan, the unvested portion of options will accelerate and become vested upon retirement, death, disability or a change in control. In calculating the amount set forth in the table, we utilized a per share value of $32.00, which was the fair value of our shares of common stock as of March 12, 2013. As we are a privately held company, the value of shares of common stock is only available when a valuation is performed. |
(4) | Pursuant to the 2010 Incentive Plan, the unvested portion of options will accelerate and become vested upon retirement, death, disability or a change in control. In calculating the amounts set forth in the table, we utilized a per share value of $32.00, which was the fair value of our shares of common stock as of March 12, 2013. As we are a privately held company, the value of shares of common stock is only available when a valuation is performed. |
(5) | Pursuant to the 2010 Incentive Plan, the unvested portion of performance shares will accelerate and become vested pro-rata upon retirement, death or disability based on actual results. For purposes of this table, we assumed achievement of target results. The unvested portion of performance shares will accelerate and become vested pro-rata upon a change in control based on target results. In calculating the amounts set forth in the table, we utilized the target number of performance shares and a per share value of $32.00, which was the fair value of our shares of common stock as of March 12, 2013. As we are a privately held company, the value of shares of common stock is only available when a valuation is performed. |
(6) | Represents estimated Company costs based on fiscal 2013 projections for medical, dental and life insurance coverage for the duration of the Severance Period. |
Type of Payment | Termination for Cause or Resignation Without Good Reason | Termination Without Cause or Resignation For Good Reason | Termination due to Reassignment of Position | Expiration of Employment Term | Retirement | Death | Long-Term Disability | Change in Control | Termination Without Cause or Resignation for Good Reason in Connection with a Change of Control | |||||||||||||||||||||||||||
Severance (2) | $ | — | $ | 2,639,193 | $ | — | $ | 2,639,193 | $ | — | $ | — | $ | — | $ | — | $ | 2,639,193 | ||||||||||||||||||
Fiscal 2012 Annual Bonus | — | 284,201 | 284,201 | 284,201 | — | 284,201 | — | — | 284,201 | |||||||||||||||||||||||||||
Fiscal 2005 Stock Option Grant (3) | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Fiscal 2011 Stock Option Grant (4) | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Fiscal 2011 Performance Units Grant (5) | — | — | — | — | 99,531 | 99,531 | 99,531 | 99,531 | 99,531 | |||||||||||||||||||||||||||
Fiscal 2012 Stock Option Grant (4) | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Fiscal 2012 Performance Units Grant (5) | — | — | — | — | 49,372 | 49,372 | 49,372 | 49,372 | 49,372 | |||||||||||||||||||||||||||
Benefit Continuation (6) | — | 14,695 | — | — | — | — | — | — | 14,695 | |||||||||||||||||||||||||||
TOTAL | $ | — | $ | 2,938,089 | $ | 284,201 | $ | 2,923,394 | $ | 148,903 | $ | 433,104 | $ | 148,903 | $ | 148,903 | $ | 3,086,992 |
(1) | All amounts calculated in Canadian dollars have been converted to USD using the rate of 1.0000 CAD = 1.0022 USD. |
(2) | All severance amounts are payable over a two year period. Upon a Change in Control, such payments will be paid in a lump sum amount. |
(3) | Pursuant to the Management Equity Plan, the unvested portion of options will accelerate and become vested upon retirement, death, disability or a change in control. These options are 100% vested, so she would not recognize any additional value. |
(4) | Pursuant to the 2010 Incentive Plan, the unvested portion of options will accelerate and become vested upon retirement, death, disability or a change in control. In calculating the amounts set forth in the table, we utilized a per share value of $32.00, which was the fair value of our shares of common stock as of March 12, 2013. As we are a privately held company, the value of shares of common stock is only available when a valuation is performed. Because the per share value of $32.00 is less than the option exercise price of $60.00 and $44.00, no value is reflected in the table. |
(5) | Pursuant to the 2010 Incentive Plan, the unvested portion of performance shares will accelerate and become vested pro-rata upon retirement, death or disability based on actual results. For purposes of this table, we assumed achievement of target results. The unvested portion of performance shares will accelerate and become vested pro-rata upon a change in control based on target results. In calculating the amounts set forth in the table, we utilized the target number of performance stock units and a per share value of $32.00, which was the fair value of our shares of common stock as of March 12, 2013. As we are a privately held company, the value of shares of common stock is only available when a valuation is performed. |
(6) | Represents estimated Company costs of dental and life insurance coverage based on fiscal 2012 actual amounts for the duration of the Severance Period. Additionally, the amount includes estimates for certain relocation costs from Japan to Ms. Merz’s residence in Canada upon termination. |
Type of Payment | Termination for Cause or Resignation Without Good Reason | Termination Without Cause or Resignation Due to Relocation | Retirement | Death | Long-Term Disability | Change in Control | Termination or Specified Resignation Due to a Change of Control | |||||||||||||||||||||
Severance (2) | $ | — | $ | 2,232,673 | $ | — | $ | — | $ | — | $ | — | $ | 2,232,673 | ||||||||||||||
Fiscal 2012 Annual Bonus | — | 398,543 | — | — | — | — | 398,543 | |||||||||||||||||||||
Fiscal 2005 Stock Option Grant (3) | — | — | — | — | — | — | — | |||||||||||||||||||||
Fiscal 2011 Stock Option Grant (4) | — | — | — | — | — | — | — | |||||||||||||||||||||
Fiscal 2011 Performance Units Grant (5) | — | — | 124,396 | 124,396 | 124,396 | 124,396 | 124,396 | |||||||||||||||||||||
Fiscal 2012 Stock Option Grant (4) | — | — | — | — | — | — | — | |||||||||||||||||||||
Fiscal 2012 Performance Units Grant (5) | — | — | 61,715 | 61,715 | 61,715 | 61,715 | 61,715 | |||||||||||||||||||||
Executive Retirement Plan Balance (6) | — | — | 902,592 | 902,592 | 902,592 | — | — | |||||||||||||||||||||
Executive Life Insurance (7) | — | — | — | 3,543,925 | 3,543,925 | — | — | |||||||||||||||||||||
Benefit Continuation & Other Perquisites (8) | — | 349,081 | — | — | — | — | — | |||||||||||||||||||||
TOTAL | $ | — | $ | 2,980,297 | $ | 1,088,703 | $ | 4,632,628 | $ | 4,632,628 | $ | 186,111 | $ | 2,817,327 |
(1) | All amounts calculated in Euros have been converted to USD using the rate of 1.0000 EURO = 1.2887 USD. |
(2) | Represents the maximum amount of severance that Mr. Urcelay may receive. All severance amounts are payable over an 18 month period. |
(3) | Pursuant to the Management Equity Plan, the unvested portion of options will accelerate and become vested upon retirement, death, disability or a change in control. These options are 100% vested, so he would not recognize any additional value. |
(4) | Pursuant to the 2010 Incentive Plan, the unvested portion of options will accelerate and become vested upon retirement, death, disability or a change in control. In calculating the amounts set forth in the table, we utilized a per share value of $32.00, which was the fair value of our shares of common stock as of March 12, 2013. As we are a privately held company, the value of shares of common stock is only available when a valuation is performed. |
(5) | Pursuant to the 2010 Incentive Plan, the unvested portion of performance shares will accelerate and become vested pro-rata upon retirement, death or disability based on actual results. For purposes of this table, we assumed achievement of target results. The unvested portion of performance shares will accelerate and become vested pro-rata upon a change in control based on target results. In calculating the amounts set forth in the table, we utilized the target number of performance stock units and a per share value of $32.00, which was the fair value of our shares of common stock as of March 12, 2013. As we are a privately held company, the value of shares of common stock is only available when a valuation is performed. |
(6) | This amount represents his benefit entitlement under the MAPFRE Policies. For more information on his balance, see the Nonqualified Deferred Compensation table above. |
(7) | All benefit eligible employees in Spain receive, at no cost to the individual, a life insurance benefit. Mr. Urcelay’s benefit amount is equal to five times his base salary. |
(8) | Represents estimated Company costs of the following benefits and perquisites based on fiscal 2012 actual amounts for the duration of the Severance Period: $277,014 for Company contributions to his Defined Contribution Plan, $51,630 for a Company car, $19,166 for health benefit continuation and 1,271 for tax advice and continued use of Company provided laptop and cell phone. |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||
Joshua Bekenstein | — | — | — | — | — | — | — | ||||||||||||||||
Michael M. Calbert | — | — | — | — | — | — | — | ||||||||||||||||
Michael D. Fascitelli | — | — | — | — | — | — | — | ||||||||||||||||
Richard A. Goodman | 95,000 | (1) | 150,000 | (1) | — | — | — | — | 245,000 | ||||||||||||||
Matthew S. Levin | — | — | — | — | — | — | — | ||||||||||||||||
Wendy Silverstein | — | — | — | — | — | — | — | ||||||||||||||||
Nathaniel H. Taylor | — | — | — | — | — | — | — | ||||||||||||||||
Michael Ward | — | — | — | — | — | — | — | ||||||||||||||||
Gerald L. Storch | — | — | — | — | — | — | — |
(1) | During fiscal 2012, Mr. Goodman was paid $95,000, which amount represents his annual cash retainer and his Audit Committee Chairman retainer. In addition, Mr. Goodman was granted an award of $150,000 of restricted stock units, which amount represents his annual grant for fiscal 2012 and a pro rata grant for his service during fiscal 2011. |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Amount and Nature of Beneficial Ownership * | |||||||||
Name of Beneficial Owner | Shares | Total Beneficial Ownership (1) | Percent of Outstanding Shares (2) | ||||||
Affiliates of Bain Capital Investors, LLC (3) | 16,012,464 | 16,012,464 | 32.54 | % | |||||
Toybox Holdings, LLC (4) | 16,012,464 | 16,012,464 | 32.54 | % | |||||
Vornado Truck LLC (5) | 16,012,464 | 16,012,464 | 32.54 | % | |||||
Joshua Bekenstein (3) | — | — | — | ||||||
Michael M. Calbert (4) | — | — | — | ||||||
F. Clay Creasey, Jr. | 9,375 | 132,216 | 0.27 | % | |||||
Michael D. Fascitelli (5) | — | — | — | ||||||
David J. Schwartz | 9,897 | 89,049 | 0.18 | % | |||||
Richard A. Goodman | — | — | — | ||||||
Matthew S. Levin (3) | — | — | — | ||||||
Monika M. Merz | 8,591 | 59,057 | 0.12 | % | |||||
Wendy Silverstein (5) | — | — | — | ||||||
Gerald L. Storch (1) | — | 747,664 | 1.52 | % | |||||
Nathaniel H. Taylor (4) | — | — | — | ||||||
Antonio Urcelay | 6,164 | 146,376 | 0.30 | % | |||||
Michael Ward (3) | — | — | — | ||||||
Directors and executive officers as a group (17 persons) | 84,553 | 1,295,328 | 2.63 | % |
* | For purposes of this table, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Exchange Act pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any shares of Common Stock with respect to which such person has (or has the right to acquire within 60 days, i.e., by April 30, 2013 in this case) sole or shared voting power or investment power. |
(1) | Total Beneficial Ownership includes shares and options exercisable within 60 days, of which Mr. Storch has 747,664, Mr. Creasey has 122,841, Mr. Schwartz has 79,152, Ms. Merz has 50,466 and Mr. Urcelay has 140,212. On March 12, 2013, Mr. Storch sold 74,766 shares to the Company at a per share value of $32.00, which was the fair value of our shares of common stock on the date of purchase by the Company. |
(2) | Unless otherwise indicated, the beneficial ownership of any named person does not exceed, in the aggregate, one percent of our outstanding equity securities on March 13, 2013, as adjusted as required by applicable rules. |
(3) | Includes shares held by Bain Capital (TRU) VIII, L.P., Bain Capital (TRU) VIII-E, L.P., Bain Capital (TRU) VIII Coinvestment, L.P., Bain Capital Integral Investors, LLC and BCIP TCV, LLC (collectively, the “Bain Capital Entities”). Bain Capital Investors, LLC (“BCI”) is the general partner of Bain Capital Partners VIII, L.P. which is the general partner of Bain Capital (TRU) VIII, L.P. and Bain Capital (TRU) VIII Coinvestment, L.P. BCI is also the general partner of Bain Capital Partners VIII E, L.P. which is the general partner of Bain Capital (TRU) VIII-E, L.P. BCI is also the Administrative Member of Bain Capital Integral Investors, LLC and BCIP TCV, LLC. By virtue of the relationships described above, each of the foregoing entities may be deemed to beneficially own the shares held by the Bain Capital Entities. Each such entity disclaims beneficial ownership of the shares held by the Bain Capital Entities except to the extent of its pecuniary interest therein. The address of each of the Bain entities is c/o BCI at 111 Huntington Avenue, Boston, MA 02199. Each of Joshua Bekenstein, Matthew S. Levin and Michael Ward is a managing director of BCI and a director of our Company. As a result, and by virtue of the relationships described in this footnote (3), each of Messrs. Bekenstein, Levin and Ward may be deemed to be the beneficial owner of the shares held by the Bain Capital Entities. Each of Messrs. Bekenstein, Levin and Ward disclaims beneficial ownership of the shares held by the Bain Capital Entities. |
(4) | Shares owned of record by Toybox Holdings, LLC are also beneficially owned by its majority member, KKR Millennium Fund L.P. As the sole general partner of KKR Millennium Fund L.P., KKR Associates Millennium L.P. |
(5) | Represents shares of record held by Vornado Truck LLC. As the owner of 100% of the equity of Vornado Truck LLC, Vornado Realty L.P. may be deemed to be the beneficial owner of such shares. Also, as the sole general partner of Vornado Realty L.P., Vornado Realty Trust may be deemed to be the beneficial owner of such shares. Also, Mr. Fascitelli and Ms. Silverstein are members of our Board of Directors and also executives of Vornado Realty Trust. As such, these persons may be deemed to be beneficial owners of these shares. These persons disclaim beneficial ownership of shares held by Vornado Truck LLC. The address for each of these persons and entities is c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019. |
( a ) | ( b ) | ( c ) | ||||||||||||
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted- average exercise price of outstanding options, warrants, and rights | Number of securities remaining available for future issuance under equity compensation (excluding securities reflected in column (a)) | |||||||||||
Equity compensation plans approved by security holders | 3,483,283 | (1) | $ | 36.02 | 2,620,005 | (2) | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||||
Total | 3,483,283 | $ | 36.02 | 2,620,005 |
(1) | Represents the shares of our common stock issuable pursuant to outstanding options under the Management Equity Plan and the 2010 Incentive Plan. |
(2) | Represents the shares of our common stock which may be issued pursuant to future issuances under the Management Equity Plan and the 2010 Incentive Plan. |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
Fiscal 2012 | Fiscal 2011 | |||||||
Audit Fees (1) | $ | 4,756,000 | $ | 5,274,000 | ||||
Audit-Related Fees (2) | $ | 1,517,000 | $ | 983,000 | ||||
Tax Fees (3) | $ | 548,000 | $ | 448,000 |
(1) | For fiscals 2012 and 2011, the audit fees consist of fees for professional services performed in connection with the audit of the Company’s annual consolidated financial statements, review of financial statements included in our 10-Q filings, the Sarbanes-Oxley Section 404 audit and services that are normally provided in connection with statutory and regulatory filings or engagements. |
(2) | For fiscal 2012, audit-related fees consist primarily of fees related to the 144A offering and Toys “R” Us, Inc. Form S-4 for the issuance of the 2017 Notes and fees related to special purpose audits. For fiscal 2011, audit-related fees consist primarily of fees related to due diligence pertaining to the acquisition of Toys (Labuan) Holdings Limited and Toys “R” Us, Inc. Form S-1. |
(3) | For fiscals 2012 and 2011, tax fees consist of a variety of U.S. Federal, state and non-U.S. tax consultation services. |
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
TOYS “R” US, INC. |
(Registrant) |
/S/ GERALD L. STORCH |
Gerald L. Storch |
Chairman of the Board and Chief Executive Officer |
Signature | Title | |
/s/ GERALD L. STORCH Gerald L. Storch | Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ F. CLAY CREASEY, JR. F. Clay Creasey, Jr. | Executive Vice President – Chief Financial Officer (Principal Financial Officer) | |
/s/ CHARLES D. KNIGHT Charles D. Knight | Senior Vice President – Corporate Controller (Principal Accounting Officer) | |
* Joshua Bekenstein | Director | |
* Michael M. Calbert | Director | |
* Michael D. Fascitelli | Director | |
* Matthew S. Levin | Director | |
* Richard A. Goodman | Director | |
* Wendy Silverstein | Director | |
* Nathanial H. Taylor | Director | |
* Michael Ward | Director |
*By | /S/ GERALD L. STORCH | |
Gerald L. Storch | ||
Attorney-In-Fact |
Exhibit No. | Document | |
2.1 | Reorganization Agreement, dated June 10, 2008, by and between the Registrant and Toys “R” Us Holdings, Inc. (filed as Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on June 10, 2008 and incorporated herein by reference). | |
3.1 | Amended and Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of the State of Delaware on June 10, 2008 (filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q, filed on June 10, 2008 and incorporated herein by reference). | |
3.2 | Amended and Restated By-Laws of the Registrant, dated June 10, 2008 (filed as Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q, filed on June 10, 2008 and incorporated herein by reference). | |
4.1 | Indenture between the Registrant and Fleet Bank, as trustee, pursuant to which securities in one or more series up to $300,000,000 in principal amount may be issued by the Registrant (filed as Exhibit 4 to the Registrant’s Registration Statement on Form S-3, File No. 33-42237, filed on August 31, 1991 and incorporated herein by reference). | |
4.2 | Form of the Registrant’s 8.75% Debentures due 2021 (filed as Exhibit 4 to the Registrant’s Current Report on Form 8-K, dated August 29, 1991 and incorporated herein by reference). | |
4.3 | First Supplemental Indenture, dated as of January 1, 1996, among Toys “R” Us – Delaware, Inc., Toys “R” Us, Inc. and United Jersey Bank, as trustee (filed as Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009, filed on March 31, 2009 and incorporated herein by reference). | |
4.4 | Second Supplemental Indenture, dated as of November 15, 2006, among Toys “R” Us – Delaware, Inc., Toys “R” Us, Inc. and The Bank of New York, as trustee (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q, filed on December 12, 2006 and incorporated herein by reference). | |
4.5 | Form of the Registrant’s 7.375% Notes due 2018 (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, File No. 001-11609, filed on September 22, 2003 and incorporated herein by reference). | |
4.6 | Indenture, dated as of May 28, 2002, between the Registrant and The Bank of New York, as trustee (filed as Exhibit 4.3 to the Post-Effective Amendment to the Registrant’s Registration Statement on Form S-3, File No. 333-84254, filed on May 29, 2002 and incorporated herein by reference). | |
4.7 | First Supplemental Indenture, dated as of May 28, 2002, between the Registrant and The Bank of New York, as trustee (filed as Exhibit 4.4 to the Post-Effective Amendment to the Registrant’s Registration Statement on Form S-3, File No. 333-84254, filed on May 29, 2002 and incorporated herein by reference). | |
4.8 | Indenture for the 10.75% Senior Notes due 2017, dated July 9, 2009 (“Propco I Notes”), among Toys “R” Us Property Company I, LLC, the Registrant and the Guarantors named therein and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on September 4, 2009 and incorporated herein by reference). | |
4.9 | Form of the 10.75% Senior Notes due 2017 (included in Exhibit 4.8). | |
4.10 | Registration Rights Agreement, dated July 9, 2009, among Toys “R” Us Property Company I, LLC, the Guarantors named therein and the initial purchasers of the Propco I Notes, which was executed in connection with the issuance of the Propco I Notes (filed as Exhibit 4.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 30, 2010, filed on March 24, 2010 and incorporated herein by reference). | |
4.11 | Indenture for the 8.50% Senior Secured Notes due 2017, dated November 20, 2009 (“Propco II Notes”), among Toys “R” Us Property Company II, LLC, the Registrant and the Guarantors named therein and The Bank of New York Mellon, as trustee and collateral agent (filed as Exhibit 4.14 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 30, 2010, filed on March 24, 2010 and incorporated herein by reference). |
Exhibit No. | Document | |
4.12 | Form of the 8.50% Senior Secured Notes due 2017 (included in Exhibit 4.11). | |
4.13 | Registration Rights Agreement, dated November 20, 2009, among Toys “R” Us Property Company II, LLC and the initial purchasers of the Propco II Notes, which was executed in connection with the issuance of the Propco II Notes (filed as Exhibit 4.16 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 30, 2010, filed on March 24, 2010 and incorporated herein by reference). | |
4.14 | Indenture for the 7.375% Senior Secured Notes due 2016, dated August 24, 2010, among Toys “R” Us – Delaware, Inc., the Guarantors named therein and The Bank of New York Mellon, as Trustee (filed as Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on September 10, 2010 and incorporated herein by reference). | |
4.15 | Form of the 7.375% Senior Secured Notes due 2016 (included in Exhibit 4.14). | |
4.16 | Security Agreement, dated August 24, 2010, among Toys “R” Us – Delaware, Inc., the Guarantors named therein and The Bank of New York Mellon, as Collateral Agent (filed as Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q, filed on September 10, 2010 and incorporated herein by reference). | |
4.17 | First Lien Intercreditor Agreement, dated as of August 24, 2010, among Toys “R” Us – Delaware, Inc., the Guarantors named therein, Bank of America, N.A., as Term Loan Collateral Agent and The Bank of New York Mellon, as Notes Collateral Agent (filed as Exhibit 4.4 to the Registrant’s Quarterly Report on Form 10-Q, filed on September 10, 2010 and incorporated herein by reference). | |
4.18 | Amended and Restated Intercreditor Agreement, dated as of August 24, 2010, among Toys “R” Us – Delaware, Inc., the Guarantors named therein, Bank of America, N.A., as ABL Agent and as Term Agent and The Bank of New York Mellon, as Notes Agent (filed as Exhibit 4.5 to the Registrant’s Quarterly Report on Form 10-Q, filed on September 10, 2010 and incorporated herein by reference). | |
4.19 | Indenture for the 10.375% Senior Notes due 2017, dated August 1, 2012, between the Registrant and The Bank of New York Mellon, as Trustee (filed as Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on December 7, 2012 and incorporated herein by reference). | |
4.20 | Form of the 10.375% Senior Notes (included in Exhibit 4.19). | |
4.21 | Registration Rights Agreement, dated August 1, 2012, among the Registrant, and the Initial Purchasers named therein, of the Registrant’s 10.375% Senior Notes due 2017 (filed as Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q, filed on December 7, 2012 and incorporated herein by reference). | |
4.22 | Substantially all other long-term debt of the 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 the Registrant, (ii) mortgages held by third parties on real estate owned by the Registrant and (iii) stepped coupon guaranteed bonds held by a third party and guaranteed by the Registrant, any of which the Registrant will furnish to the Commission upon request. |
Exhibit No. | Document | |
10.1 | Second Amended and Restated Credit Agreement, dated as of August 10, 2010, among Toys “R” Us – Delaware, Inc., as the Lead Borrower, Toys “R” Us (Canada) Ltd., Toys “R” Us (Canada) Ltee, as the Canadian Borrower, and certain other subsidiaries of Toys “R” Us – Delaware, Inc., as Facility Guarantors, Bank of America N.A., as Administrative Agent, as Canadian Agent and Co-Collateral Agent, Wells Fargo Retail Finance, LLC, as Co-Collateral Agent, and the Lenders named therein, Wells Fargo Retail Finance, LLC and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Citigroup Global Markets Inc., and Deutsche Bank AG New York Branch, as Co-Documentation Agents, Banc of America Securities LLC, Wells Fargo Capital Finance, LLC, JPMorgan Securities, Inc., as Joint Lead Arrangers and Banc of America Securities LLC, Wells Fargo Capital Finance, LLC, JPMorgan Securities, Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Joint Bookrunners (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on September 10, 2010 and incorporated herein by reference). | |
10.2 | Security Agreement, dated as of July 21, 2005, among Toys “R” Us, Inc., and the borrowers named therein, the guarantors named therein, and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on July 27, 2005 and incorporated herein by reference). | |
10.3 | Syndicated Facility Agreement, dated as of October 15, 2009, among Toys “R” Us Europe, LLC, TRU Australia Holdings, LLC, Toys “R” Us (UK) Limited, Toys “R” Us Limited, Toys “R” Us (Australia) Pty Ltd, Toys “R” Us GmbH, Toys “R” Us SARL, Toys “R” Us Iberia, S.A., the other Obligors party thereto from time to time, the Lenders party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Security Agent, Deutsche Bank AG, London Branch, as Facility Agent and Deutsche Bank AG New York Branch and Bank of America, N.A., as Co-Collateral Agents (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on October 16, 2009 and incorporated herein by reference). |
10.4 | Amended and Restated Syndicated Facility Agreement, dated as of October 15, 2009 and amended and restated as of March 8, 2011, among Toys “R” Us Europe, LLC, TRU Australia Holdings, LLC, Toys “R” Us (UK) Limited, Toys “R” Us Limited, Toys “R” Us (Australia) Pty Ltd, Toys “R” Us GmbH, Toys “R” Us SARL, Toys “R” Us Iberia, S.A., the other Obligors party thereto from time to time, the Lenders party thereto from time to time, Deutsche Bank AG, New York Branch, as Administrative Agent and Security Agent, Deutsche Bank AG, London Branch, as Facility Agent, Deutsche Bank AG, New York Branch and Bank of America, N.A., as Co-Collateral Agents, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Book-Runners, Bank of America, N.A., as Syndication Agent and Citibank, N.A. and Goldman Sachs Lending Partners LLC, as Documentation Agents. (filed as Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 29, 2011, filed on March 24, 2011 and incorporated herein by reference). | |
10.5 | Incremental Commitment Agreement, dated as of April 28, 2011, to the Amended and Restated Syndicated Facility Agreement, dated as of October 15, 2009 and amended and restated as of March 8, 2011, among Toys “R” Us Europe, LLC, TRU Australia Holdings, LLC, Toys “R” Us (UK) Limited, Toys “R” Us (Australia) Pty Ltd., and other Obligors party thereto from time to time, the Lenders party thereto, Deutsche Bank AG, New York Branch, as Administrative Agent and Security Agent, Deutsche Bank AG, London Branch, as Facility Agent, Deutsche Bank AG, New York Branch and Bank of America, N.A., as Co-Collateral Agents, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Book-Runners, Bank of America, N.A., as Syndication Agent and Citibank, N.A. and Goldman Sachs Lending Partners LLC, as Documentation Agents (filed as Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 28, 2012, filed on March 21, 2012 and incorporated herein by reference). | |
10.6 | UK Propco Facility Agreement, dated as of February 8, 2006, among Toys “R” Us Properties (UK) Limited, as borrower, Vanwall Finance PLC, as senior lender, The Royal Bank of Scotland plc, as junior lender and Deutsche Bank AG, London Branch, as facility agent and security agent (filed as Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 28, 2006, filed on April 28, 2006 and incorporated herein by reference). |
Exhibit No. | Document | |
10.7 | Amended and Restated Credit Agreement (the “New Secured Term Loan”), dated as of August 24, 2010 by and among Toys “R” Us - Delaware, Inc., as Borrower, Banc of America, N.A., as Administrative Agent and as Collateral Agent, Goldman Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as Syndication Agents, the Lenders named therein, Credit Suisse Securities (USA) LLC and Wells Fargo Bank, N.A., as Documentation Agents, Banc of America Securities LLC, J.P. Morgan Securities, Inc. and Goldman Sachs Lending Partners LLC, as Joint Lead Arrangers and Banc of America Securities LLC, J. P. Morgan Securities Inc., Wells Fargo Securities, LLC, Goldman Sachs Lending Partners LLC, Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Joint Bookrunning Managers (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed on September 10, 2010 and incorporated herein by reference). | |
10.8 | Amendment No. 1, dated as of September 20, 2010, to the New Secured Term Loan (filed as Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 29, 2011, filed on March 24, 2011 and incorporated herein by reference). | |
10.9 | Incremental Joinder Agreement, dated as of May 25, 2011, to the New Secured Term Loan, dated as of August 24, 2010 by and between, among others, Toys “R” Us - Delaware, Inc., as the Borrower, Bank of America, N.A. as Administrative Agent, and the other agents and the lenders party thereto (filed as Exhibit 10.1 to the Registrant’s Quarterly Report of Form 10-Q, filed on June 10, 2011 and incorporated herein by reference). | |
10.10 | Incremental Joinder Agreement No. 2, dated as of April 10, 2012, to the New Secured Term Loan, dated as of August 24, 2010 by and between, among others, Toys “R” Us - Delaware, Inc., as the Borrower, Bank of America, N.A. as Administrative Agent, and the other agents and the lenders party thereto (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q, filed on June 8, 2012 and incorporated herein by reference). | |
10.11 | Amendment No. 2, dated as of April 10, 2012, to the New Secured Term Loan, dated as of August 24, 2010 by and between, among others, Toys “R” Us - Delaware, Inc., as the Borrower, Bank of America, N.A. as Administrative Agent, and the other agents and the lenders party thereto (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed on June 8, 2012 and incorporated herein by reference). | |
10.12 | Security Agreement, dated as of July 19, 2006, among Toys “R” Us - Delaware, Inc., and the Guarantors named therein, and Banc of America Bridge LLC, as Administrative Agent (filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q, filed on September 12, 2006 and incorporated herein by reference). | |
10.13 | Stockholders Agreement among Toys “R” Us Holdings, Inc. (subsequently assumed by the Registrant), Funds managed by Bain Capital Partners, LLC or its Affiliates, Toybox Holdings LLC and Vornado Truck LLC and certain other persons, dated as of July 21, 2005 (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed on June 10, 2008 and incorporated herein by reference). | |
10.14 | Amendment No. 1, dated June 10, 2008, to the Stockholders Agreement among Toys “R” Us Holdings, Inc. (subsequently assumed by the Registrant), Funds managed by Bain Capital Partners, LLC or its Affiliates, Toybox Holdings LLC and Vornado Truck LLC and certain other persons, dated as of July 21, 2005 (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed on June 10, 2008 and incorporated herein by reference). | |
10.15 | Management Stockholders Addendum incorporated in and made a part of the Toys “R” Us Holdings, Inc. 2005 Management Equity Plan (filed as Exhibit 10.18 to the Registrant’s Form S-1, filed on July 9, 2010 and incorporated herein by reference). | |
10.16 | Advisory Agreement, dated as of July 21, 2005, among the Registrant, Toys “R” Us Holdings, Inc. (subsequently assumed by the Registrant), Bain Capital Partners, LLC, Bain Capital, Ltd., Kohlberg Kravis Roberts & Co. L.P. and Vornado Truck LLC (filed as Exhibit 10.20 to the Registrant’s Quarterly Report on Form 10-Q, filed on September 14, 2005 and incorporated herein by reference). | |
10.17 | Amendment No. 1, dated June 10, 2008, to the Advisory Agreement among the Registrant, Toys “R” Us Holdings, Inc. (subsequently assumed by the Registrant), Bain Capital Partners, LLC, Bain Capital, Ltd., Kohlberg Kravis Roberts & Co. L.P. and Vornado Truck LLC, dated as of July 21, 2005 (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q, filed on June 10, 2008 and incorporated herein by reference). | |
10.18 | Amendment No. 2, dated February 1, 2009, to the Advisory Agreement among the Registrant, Bain Capital Partners, LLC, Bain Capital, Ltd., Kohlberg Kravis Roberts & Co., L.P. and Vornado Truck LLC, dated as of July 21, 2005 (filed as Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009, filed on March 31, 2009 and incorporated herein by reference). | |
Exhibit No. | Document | |
10.19 | Registration Rights Agreement, dated as of July 21, 2005, among Toys “R” Us Holdings, Inc. (subsequently assumed by the Registrant), Funds managed by Bain Capital Partners, LLC or its Affiliates, Toybox Holdings LLC, Vornado Truck LLC and certain other Persons (filed as Exhibit 10.12 on the Registrant’s Form S-1/A, filed on July 9, 2010 and incorporated herein by reference). |
10.20 | Amendment No. 1, dated June 10, 2008, to the Registration Rights Agreement among Toys “R” Us Holdings, Inc. (subsequently assumed by the Registrant), Funds managed by Bain Capital Partners, LLC or its Affiliates, Toybox Holdings LLC, Vornado Truck LLC and certain other Persons, dated as of July 21, 2005 (filed as Exhibit 10.13 on the Registrant’s Form S-1/A, filed on July 9, 2010 and incorporated herein by reference). | |
10.21 | Form of Advancement and Indemnification Rights Agreement (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on September 4, 2009 and incorporated herein by reference). | |
10.22* | Amended and Restated Toys “R” Us Holdings, Inc. 2005 Management Equity Plan, (subsequently assumed by the Registrant), adopted on August 3, 2007 (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on December 18, 2007 and incorporated herein by reference). | |
10.23* | Amendment No. 1, dated June 10, 2008, to the Amended and Restated Toys “R” Us Holdings, Inc. 2005 Management Equity Plan, (subsequently assumed by the Registrant and renamed the Amended and Restated Toys “R” Us, Inc. Management Equity Plan), adopted on August 3, 2007 (i) (“MEP”), (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on June 10, 2008 and incorporated herein by reference). | |
10.24* | Amendment No. 2, effective as of June 8, 2009, to the MEP (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on June 9, 2009 and incorporated herein by reference). | |
10.25* | Amendment No. 3, effective as of November 29, 2010, to the MEP (filed as Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 29, 2011, filed on March 24, 2011 and incorporated herein by reference). | |
10.26* | Amendment No. 4, effective as of March 2, 2012 to the MEP (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on June 8, 2012 and incorporated herein by reference). | |
10.27* | Amendment No. 5, effective as of May 21, 2012 to the MEP (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed on June 8, 2012 and incorporated herein by reference). | |
10.28* | Amendment No. 6, effective as of March 12, 2013 to the MEP. | |
10.29* | Form of Toys “R” Us, Inc. Non-Qualified Stock Option for Executive Officers for awards under the MEP (filed as Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009, filed on March 31, 2009 and incorporated herein by reference). | |
10.30* | Form of Toys “R” Us, Inc. Restricted Stock Agreement (with Consideration) for Executive Officers for awards under the MEP (filed as Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009, filed on March 31, 2009 and incorporated herein by reference). | |
10.31* | Form of Toys “R” Us, Inc. Restricted Stock Agreement (without Consideration) for Executive Officers awarded under MEP (filed as Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009, filed on March 31, 2009 and incorporated herein by reference). | |
10.32* | Amended and Restated Toys “R” Us, Inc. Management Incentive Compensation Plan, effective as of February 2, 2003 (filed as Exhibit F to the Registrant’s Proxy Statement on Form DEF 14A, File No. 001-11609, filed on April 30, 2003 and incorporated herein by reference). | |
10.33* | Toys “R” Us, Inc. 2010 Incentive Plan (the “2010 Incentive Plan”) (filed as Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 29, 2011, filed on March 24, 2011 and incorporated herein by reference). |
Exhibit No. | Document | |
10.34* | Form of Toys “R” Us, Inc. NonQualified Stock Option Agreement for Executive Officers for awards under the 2010 Incentive Plan (filed as Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 28, 2012, filed on March 21, 2012 and incorporated herein by reference). | |
10.35* | Form of Amendment to the Form of Toys “R” Us, Inc. NonQualified Stock Option Agreement for Executive Officers for awards under the 2010 Incentive Plan (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q, filed on June 8, 2012 and incorporated herein by reference). | |
10.36* | Form of Toys “R” Us, Inc. Restricted Performance-Based Stock Award Agreement for Executive Officers for awards under the 2010 Incentive Plan (filed as Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 28, 2012, filed on March 21, 2012 and incorporated herein by reference). | |
10.37* | Form of Toys “R” Us, Inc. Restricted Performance-Based Stock Unit Award Agreement for Executive Officers for awards under the 2010 Incentive Plan (filed as Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 28, 2012, filed on March 21, 2012 and incorporated herein by reference). | |
10.38* | Form of Toys “R” Us (Canada) Ltd. Deferred Profit Sharing Plan Rules (filed as Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 29, 2011, filed on March 24, 2011 and incorporated herein by reference). | |
10.39* | Amended and Restated Toys “R” Us, Inc. Grantor Trust Agreement, dated as of January 31, 2003, between Registrant and Wachovia Bank, N.A. (filed as Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2004, File No. 001-11609, filed on April 14, 2004 and incorporated herein by reference). | |
10.40* | Toys “R” Us, Inc. Supplemental Executive Retirement Plan, effective as of February 1, 2006 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on December 22, 2006 and incorporated herein by reference). | |
10.41* | Amendment No. 1, effective as of February 1, 2008, to the Toys “R” Us, Inc. Supplemental Executive Retirement Plan, effective as of February 1, 2006 (filed as Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009, filed on March 31, 2009 and incorporated herein by reference). | |
10.42* | Summary of 2006 Corporate Incentive Program (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed on June 13, 2006 and incorporated herein by reference). | |
10.43* | Employment Agreement between Toys “R” Us, Inc. and Gerald Storch, dated as of December 10, 2012. | |
10.44* | Letter Agreement, between Toys “R” Us, Inc. and Gerald Storch, dated as of February 12, 2013. | |
10.45* | Employment Agreement between Toys “R” Us, Inc. and F. Clay Creasey, Jr., dated as of December 10, 2012. | |
10.46* | Letter Agreement, dated October 20, 2004, between Toys “R” Us, Inc. and Antonio Urcelay (filed as Exhibit 10.44 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 28, 2006, filed on April 28, 2006 and incorporated herein by reference). | |
10.47* | Salary Adjustment Letter, dated March 11, 2013, between Toys “R” Us, Inc. and Antonio Urcelay. | |
10.48* | Employment Agreement between Toys “R” Us (Canada) Ltd. and Monika M. Merz, dated as of January 23, 2013. | |
10.49* | Employment Agreement between Toys “R” Us, Inc. and David J. Schwartz, dated as of December 10, 2012. | |
10.50* | Form of Special Transition Bonus Grant, dated March 11, 2013. | |
12 | Statement re: computation of ratio of earnings to fixed charges. |
Exhibit No. | Document | |
21 | Subsidiaries of the Registrant as of February 2, 2013. |
24 | Power of Attorney, dated March 14, 2013. | |
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a – 14(a) and Rule 15d – 14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Chief Financial Officer pursuant to Rule 13a – 14(a) and Rule 15d – 14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Management contract or compensatory plan, contract or arrangement. |
(i) | The provisions of this Amendment are only applicable to those participants under the Management Equity Plan who consented to be bound by this Amendment. |
1. | The following sentence is added to the end of Section 1.1 of the Plan: |
2. | The last three sentences of Section 6.3 of the Plan are hereby deleted and replaced with the following: |
3. | Section 10.4 of the Plan (as added to the Plan by Amendment 5) is hereby deleted in its entirety and replaced with the following: |
4. | Continuing Force and Effect. The Plan, as modified by the terms of this Amendment, shall continue in full force and effect from and after the date of the adoption of this Amendment set forth above. |
a. | The current rate of exchange between the Canadian Dollar and the Japanese Yen. |
b. | As the Canadian, U.S., and Japanese taxes are prepared and filed, the Company will pay, on the Employee's behalf, the tax liabilities attributable to this employment. |
c. | On completion of the home and host country tax filings for the associated tax year in each country, Employee's hypothetical tax withholding will be compared with the actual taxes paid in each country. The excess of the taxes actually paid or deemed |
d. | Pursuant to section 7 (d) of the Agreement, should Employee be offered and accepts an assignment in the U.S., the Company agrees to pay any tax penalties and U.S. exit taxes incurred by Employee, which are in excess of the tax burden Employee would have incurred had she remained in Canada, as a result of her transfer to the U.S. |
• | Ex-Pat policy for Employee and her spouse intended to be at levels equal to or greater than the combination of OHIP and the Group Health and Dental coverage that Employee had while she was an officer of the Company; |
• | Critical Illness Coverage at current levels for Employee; |
• | Life and AD&D insurance at current levels; |
• | Long Term Disability insurance (Basic and Executive); |
• | Executive Wellness Program; and |
• | Retirement Programs - DPSP and GRRSP - If Employee’s Canadian tax residency is maintained during the Term of the Agreement, then Employee will continue to participate in the GRRSP and DPSP as Employee has previously done during her employment with the Company. In the event that tax residency is broken, then the Company will make equivalent cash payments directly to Employee in the amounts that would otherwise be eligible under the DPSP and GRRSP plans. If the Employee elects to terminate her Canadian tax residency status or Employee voluntarily takes such actions that results in the termination of her Canadian tax residency status, the Company will not compensate Employee for any additional tax liabilities arising in Canada or the U.S. as a result of Employee not being able to make a tax preferred contribution to one or both retirement benefit plans. However, if Canadian tax residency status is terminated for any other reason, Company will compensate Employee for any additional tax liabilities arising in Canada or the U.S. as a result of Employee not being able to make a tax preferred contribution to one or both retirement benefit plans. |
• | Should Employee be terminated pursuant to Section 7 (c ) of the Agreement, Employee will be entitled to continuation of dental and life insurance benefits for up to two (2) years following termination at the costs Employee currently contributes for such coverage. Should Employee accept other employment during this period where she |
• | Should Employee, at any time during the term of this Agreement, be required to breach her Canadian tax residency and thereby no longer be eligible for coverage OHIP, the Company will contract with GTN to reestablish Employee’s Canadian residency. The Company shall also provide continuation health coverage for Employee and her spouse (with Employee continuing to pay her portion of the premiums), until such time as Employee requalifies for OHIP coverage. |
(a) | the cessation of Employee’s employment with the Company and TRU Group, as applicable; |
(b) | Employee’s employment with the Company or the performance of her duties and responsibilities thereunder including serving as Chief Executive |
(c) | any injury, loss or damage suffered in whole or part as a result of any matter, cause or thing occurring or existing during her employment with the Company and service for any TRU Group entity, whether or not such injury or loss arose out of or in the course of her employment; |
(d) | promises, representations or warranties made in connection with Employee’s employment with the Company including the secondment, whether made before, during or after the commencement of her employment with the Company; |
(e) | loss of position, status, future job opportunity, or reputation; |
(f) | losses related to the timing of the cessation of her employment or the manner in which it was effected; |
(g) | loss, damage or injury related to or arising out of or under any law including, the Ontario Employment Standards Act (including but not limited to claims for wages, termination pay, severance pay, vacation pay), the Human Rights Code, the Occupational Health and Safety Act, the Workplace Safety and Insurance Act and the Pay Equity Act, and any predecessor or successor legislation thereto or arising under any applicable laws in Japan; |
(h) | any claims relating to loss, damage or injury made pursuant to any law including the Ontario Class Proceedings Act; |
(i) | any claims relating to damages for removal as a Director without due cause under the Japanese Civil Code; |
(j) | loss of benefits, benefits eligibility, or benefits insurance coverage previously provided to Employee by the Company or available to Employee in connection with her employment by the Company, including but not limited to benefits, benefits eligibility or benefits insurance coverage relating to or arising from the following matters: |
(k) | loss of payments and entitlements previously provided to Employee by Company in connection with her employment by Company, including but not limited to any manner of wages, salary, commissions, bonuses, incentive pay, variable compensation, stock, stock grants or stock options; and |
(l) | loss of pension, pension eligibility, or pension participation previously provided to Employee in connection with his employment by Company. |
Fiscal Years Ended | ||||||||||||||||
(In millions) | February 2, 2013 | January 28, 2012 | January 29, 2011 | January 30, 2010 | January 31, 2009 | |||||||||||
Consolidated pretax earnings from continuing operations | $ | 92 | $ | 150 | $ | 132 | $ | 344 | $ | 218 | ||||||
Noncontrolling interest | 1 | 2 | (1 | ) | (8 | ) | (7 | ) | ||||||||
Interest capitalized during period | (1 | ) | (1 | ) | (1 | ) | — | (1 | ) | |||||||
Total fixed charges | 716 | 688 | 756 | 677 | 600 | |||||||||||
Adjusted earnings from continuing operations | $ | 808 | $ | 839 | $ | 886 | $ | 1,013 | $ | 810 | ||||||
Fixed Charges | ||||||||||||||||
Interest expense | $ | 480 | $ | 442 | $ | 521 | $ | 447 | $ | 419 | ||||||
Interest capitalized during period | 1 | 1 | 1 | — | 1 | |||||||||||
Interest portion of rental expense | 235 | 245 | 234 | 230 | 180 | |||||||||||
Total Fixed Charges | $ | 716 | $ | 688 | $ | 756 | $ | 677 | $ | 600 | ||||||
Ratio of Earnings to Fixed Charges | 1.13 | 1.22 | 1.17 | 1.50 | 1.35 |
Rent expense, net of sublease income | $ | 628 | $ | 588 | $ | 570 | $ | 519 | $ | 503 | ||||||
Capitalization factor | 4.6 | 5.2 | 5.0 | 5.3 | 6.7 | |||||||||||
Weighted average cost of long-term debt | 8.1 | % | 8.0 | % | 8.2 | % | 8.3 | % | 5.3 | % | ||||||
Interest in rent expense | $ | 235 | $ | 246 | $ | 234 | $ | 230 | $ | 180 | ||||||
% of interest to rent expense | 37 | % | 42 | % | 41 | % | 44 | % | 36 | % |
Name | Jurisdiction |
Geoffrey Funds, Inc. | Delaware |
Geoffrey Holdings, LLC | Delaware |
Geoffrey International, LLC | Delaware |
Geoffrey, LLC | Delaware |
Giraffe Holdings, LLC | Delaware |
Giraffe Junior Holdings, LLC | Delaware |
MAP Real Estate, LLC | Delaware |
MAP 2005 Real Estate, LLC | Delaware |
Toys “R” Us Children’s Fund | Delaware |
Toys Acquisition, LLC | Delaware |
Toys “R” Us − Delaware, Inc. | Delaware |
Toys “R” Us Europe, LLC | Delaware |
Toys “R” Us Property Company I, LLC | Delaware |
Toys “R” Us Property Company II, LLC | Delaware |
Toys “R” Us − Value, Inc. | Virginia |
TRU 2005 RE I, LLC | Delaware |
TRU 2005 RE II Trust | Delaware |
TRU Asia, LLC | Delaware |
TRU Australia Holdings, LLC | Delaware |
TRU China Holdings, LLC | Delaware |
TRU Japan Holdings, Inc. | Delaware |
TRU Japan Holdings 2, LLC | Delaware |
TRU of Puerto Rico, Inc. | Puerto Rico |
TRU – SVC, LLC | Virginia |
TRU Thailand, LLC | Delaware |
TRU (Vermont), Inc. | Vermont |
Wayne Real Estate Company, LLC | Delaware |
Wayne Real Estate Holding Company, LLC | Delaware |
Babies “R” Us (Australia) Pty Ltd | Australia |
Toys “R” Us (Australia) Pty Ltd | Australia |
Toys “R” Us Handelsgesellschaft m.b.H. | Austria |
TRU BVI, LTD. | British Virgin Islands |
TRU (BVI) Asia 1 Ltd. | British Virgin Islands |
TRU (BVI) Asia 2 Ltd. | British Virgin Islands |
TRU (BVI) Finance II, Ltd. | British Virgin Islands |
TRU Global Sourcing Limited | British Virgin Islands |
TRU Holdings 1 Ltd. | British Virgin Islands |
TRU Holdings 2 Unlimited | British Virgin Islands |
TRU Thailand Limited | British Virgin Islands |
Toys (Labuan) Holding Limited | British Virgin Islands |
Magic Group Investments Limited | British Virgin Islands |
Toys “R” Us (Canada) Ltd./Toys “R” Us (Canada) Ltee | Canada |
Toys “R” Us SARL | France |
Toys “R” Us France Real Estate SAS | France |
Toys “R” Us GmbH | Germany |
Toys “R” Us (Asia) Limited | Hong Kong |
Toys “R” Us (Hong Kong) Limited | Hong Kong |
Toys “R” Us Holdings (China) Limited | Hong Kong |
TRU (Ireland) Holdings Unlimited | Ireland |
Toys “R” Us (Ireland) Unlimited | Ireland |
Toys “R” Us – Japan, Ltd. | Japan |
Y.K. Babiesrus Internet Japan | Japan |
Y.K. Toysrus Internet Japan | Japan |
Toys (Labuan) Ltd. | Labuan |
Toys‘R’Us (Malaysia) Sdn. Bhd. | Malaysia |
TRU Netherlands Holdings B.V. | Netherlands |
Toys “R” Us (China) Limited dba Fan Dou Cheng Commercial Consulting (Shenzhen) Co., Ltd. | People’s Republic of China |
Toys “R” Us Retailing (China) Limited | People’s Republic of China |
Toys “R” Us Poland sp. zo.o | Poland |
Toys R Us Portugal, Limitada | Portugal |
Toys‘R’Us (Singapore) Pte. Ltd. | Singapore |
Toys R Us Iberia, S.A. | Spain |
Toys R Us Madrid, S.L. | Spain |
Toys R Us Iberia Real Estate, S.L. | Spain |
Toys “R” Us AG | Switzerland |
Toys “R” Us (Taiwan) Trading Limited | Taiwan |
Toys Retailing (Thailand) Limited | Thailand |
Toys “R” Us Financial Services Limited | United Kingdom |
Toys “R” Us Holdings Limited | United Kingdom |
Toys “R” Us Limited | United Kingdom |
Toys “R” Us Properties Limited | United Kingdom |
TruToys (UK) Limited | United Kingdom |
Toys “R” Us (UK) Limited | United Kingdom |
Toys “R” Us Properties (UK) Limited | United Kingdom |
TRU (UK) Asia Limited | United Kingdom |
TRU (France) Holdings Ltd. | United Kingdom |
TRU (France) Finance Ltd. | United Kingdom |
Name | Title | Signature | ||
Josh Bekenstein | Director | _/s/ Josh Bekenstein__________ | ||
Michael M. Calbert | Director | /s/ Michael M. Calbert________ | ||
Michael D. Fascitelli | Director | /s/ Michael D. Fascitelli___ | ||
Richard Goodman | Director | /s/ Richard Goodman_________ | ||
Matthew S. Levin | Director | /s/ Matthew S. Levin____ _____ | ||
Wendy Silverstein | Director | /s/ Wendy Silverstein______ __ | ||
Nathaniel H. Taylor | Director | /s/ Nathaniel H. Taylor_____ __ | ||
Michael Ward | Director | /s/ Michael Ward___________ _ |
1. | I have reviewed this Annual Report on Form 10-K of Toys “R” Us, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting, to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Gerald L. Storch |
Gerald L. Storch |
Chairman and Chief Executive Officer (Principal Executive Officer) |
1. | I have reviewed this Annual Report on Form 10-K of Toys “R” Us, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting, to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: March 29, 2013 |
/s/ F. Clay Creasey, Jr. |
F. Clay Creasey, Jr. |
Executive Vice President - Chief Financial Officer |
(Principal Financial Officer) |
1. | The Annual Report on Form 10-K of Toys “R” Us, Inc. (the “Company”) for the annual period ended February 2, 2013 (the “Report”) fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m); and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
March 29, 2013 |
/s/ Gerald L. Storch |
Gerald L. Storch |
Chairman and Chief Executive Officer |
(Principal Executive Officer) |
1. | The Annual Report on Form 10-K of Toys “R” Us, Inc. (the “Company”) for the annual period ended February 2, 2013 (the “Report”) fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m); and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
March 29, 2013 |
/s/ F. Clay Creasey, Jr. |
F. Clay Creasey, Jr. |
Executive Vice President - Chief Financial Officer |
(Principal Financial Officer) |
SEGMENTS (Tables)
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Feb. 02, 2013
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Segment Reporting Information [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation Schedule of Operating Profit (Loss) from Segments to Consolidated | A summary of financial results by reportable segment is as follows:
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Summary of Depreciation, Amortization and Capital Expenditure |
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Total Merchandise Inventories And Total Assets Table |
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Domestic
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Segment Reporting Information [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of Consolidated Net Sales from Product Category | The following tables show our percentage of Net sales by product category:
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International
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Segment Reporting Information [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of Consolidated Net Sales from Product Category |
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Net Sales
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Segment Reporting Information [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Sales and Long Lived Assets by Country or Region | Our Net sales, inclusive of each country’s respective Internet operations, and long-lived assets by country or region are as follows:
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Total Long Lived Assets
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Segment Reporting Information [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Sales and Long Lived Assets by Country or Region |
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SCHEDULE I - PARENT COMPANY INFORMATION - Summary of the Parent Company's Long-Term Debt (Details) (USD $)
In Millions, unless otherwise specified |
Feb. 02, 2013
|
Aug. 01, 2012
|
Jan. 28, 2012
|
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt | $ 5,329 | $ 5,161 | |||||||||||||
Seven point eight seven five percent senior notes, due fiscal two thousand thirteen [Member]
|
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Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.875% | 7.875% | 7.875% | ||||||||||||
Long-term Debt | 0 | [1],[2] | 398 | [1],[2] | |||||||||||
Ten point three seven five percent senior notes, due fiscal two thousand seventeen [Member]
|
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Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.375% | 10.375% | 10.375% | ||||||||||||
Long-term Debt | 446 | [1],[2] | 0 | [1],[2] | |||||||||||
Seven point three seven five percent senior notes, due fiscal two thousand eighteen [Member]
|
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Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.375% | 7.375% | |||||||||||||
Long-term Debt | 404 | [1] | 404 | [1] | |||||||||||
Eight point seven five percent debentures, due fiscal two thousand twenty one [Member]
|
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Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.75% | 8.75% | |||||||||||||
Long-term Debt | 22 | [3] | 22 | [3] | |||||||||||
Parent Company [Member]
|
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Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt | 872 | 824 | |||||||||||||
Parent Company [Member] | Seven point eight seven five percent senior notes, due fiscal two thousand thirteen [Member]
|
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Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.875% | 7.875% | 7.875% | ||||||||||||
Long-term Debt | 0 | [4] | 398 | [4] | |||||||||||
Parent Company [Member] | Ten point three seven five percent senior notes, due fiscal two thousand seventeen [Member]
|
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Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.375% | 10.375% | 10.375% | ||||||||||||
Long-term Debt | 446 | [4] | 0 | [4] | |||||||||||
Parent Company [Member] | Seven point three seven five percent senior notes, due fiscal two thousand eighteen [Member]
|
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Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.375% | 7.375% | |||||||||||||
Long-term Debt | 404 | 404 | |||||||||||||
Parent Company [Member] | Eight point seven five percent debentures, due fiscal two thousand twenty one [Member]
|
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Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.75% | 8.75% | |||||||||||||
Long-term Debt | $ 22 | [5] | $ 22 | [5] | |||||||||||
|
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Schedule of Outstanding Interest Rate Contracts (Details) (Interest Rate Contract [Member])
In Millions, unless otherwise specified |
Feb. 02, 2013
Three Month Euribor Float to Fixed One [Member]
Interest Rate Swaps
USD ($)
|
Jan. 28, 2012
Three Month Euribor Float to Fixed One [Member]
Interest Rate Swaps
USD ($)
|
Feb. 02, 2013
Three Month Euribor Float to Fixed Two [Member]
Interest Rate Swaps
USD ($)
|
Jan. 28, 2012
Three Month Euribor Float to Fixed Two [Member]
Interest Rate Swaps
USD ($)
|
Feb. 02, 2013
Three Month Gbp Libor Float To Fixed Not Designated [Member]
Interest Rate Swaps
USD ($)
|
Jan. 28, 2012
Three Month Gbp Libor Float To Fixed Not Designated [Member]
Interest Rate Swaps
USD ($)
|
Feb. 02, 2013
Three Month Gbp Libor Float To Fixed Designated [Member]
Interest Rate Swaps
USD ($)
|
Jan. 28, 2012
Three Month Gbp Libor Float To Fixed Designated [Member]
Interest Rate Swaps
USD ($)
|
Feb. 02, 2013
Three Month Usd Libor Fixed to Float [Member]
Interest Rate Swaps
USD ($)
|
Jan. 28, 2012
Three Month Usd Libor Fixed to Float [Member]
Interest Rate Swaps
USD ($)
|
Feb. 02, 2013
Six Month Jpy Tibor Float to Fixed [Member]
Interest Rate Swaps
USD ($)
|
Jan. 28, 2012
Six Month Jpy Tibor Float to Fixed [Member]
Interest Rate Swaps
USD ($)
|
Feb. 02, 2013
One Month Usd Libor Designated [Member]
Interest Rate Caps
USD ($)
|
Jan. 28, 2012
One Month Usd Libor Designated [Member]
Interest Rate Caps
USD ($)
|
Feb. 02, 2013
One Month Usd Libor Not Designated, Two Thousand Eleven [Member]
Interest Rate Caps
USD ($)
|
Jan. 28, 2012
One Month Usd Libor Not Designated, Two Thousand Eleven [Member]
Interest Rate Caps
USD ($)
|
Feb. 02, 2013
One Month Usd Libor De-designated [Member]
Interest Rate Caps
USD ($)
|
Jan. 28, 2012
One Month Usd Libor De-designated [Member]
Interest Rate Caps
USD ($)
|
Feb. 02, 2013
One Month Usd Libor Not Designated, Two Thousand Twelve [Member]
Interest Rate Caps
USD ($)
|
Jan. 28, 2012
One Month Usd Libor Not Designated, Two Thousand Twelve [Member]
Interest Rate Caps
USD ($)
|
Feb. 02, 2013
Three Month Usd Euribor Not Designated, Two Thousand Thirteen [Domain]
Interest Rate Caps
USD ($)
|
Feb. 02, 2013
Three Month Usd Euribor Not Designated, Two Thousand Thirteen [Domain]
Interest Rate Caps
EUR (€)
|
Jan. 28, 2012
Three Month Usd Euribor Not Designated, Two Thousand Thirteen [Domain]
Interest Rate Caps
USD ($)
|
Feb. 02, 2013
One Month Usd Libor Not Designated, Two Thousand Fourteen [Member]
Interest Rate Caps
USD ($)
|
Jan. 28, 2012
One Month Usd Libor Not Designated, Two Thousand Fourteen [Member]
Interest Rate Caps
USD ($)
|
Feb. 02, 2013
Parent Company [Member]
One Month Usd Libor Not Designated, Two Thousand Eleven [Member]
Interest Rate Caps
USD ($)
|
Jan. 28, 2012
Parent Company [Member]
One Month Usd Libor Not Designated, Two Thousand Eleven [Member]
Interest Rate Caps
USD ($)
|
Feb. 02, 2013
Parent Company [Member]
One Month Usd Libor Not Designated, Two Thousand Twelve [Member]
Interest Rate Caps
USD ($)
|
Jan. 28, 2012
Parent Company [Member]
One Month Usd Libor Not Designated, Two Thousand Twelve [Member]
Interest Rate Caps
USD ($)
|
Feb. 02, 2013
Parent Company [Member]
One Month Usd Libor Not Designated, Two Thousand Fourteen [Member]
Interest Rate Caps
USD ($)
|
Jan. 28, 2012
Parent Company [Member]
One Month Usd Libor Not Designated, Two Thousand Fourteen [Member]
Interest Rate Caps
USD ($)
|
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Derivative [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Effective Date | February 2006 | February 2006 | [1] | February 2006 | April 2007 | [2] | September 2010 | [2] | January 2011 | [2] | January 2011 | [2] | January 2011 | January 2012 | [3] | January 2012 | January 2013 | [2],[4] | January 2013 | [2],[4] | January 2014 | January 2011 | [4] | January 2012 | [4] | January 2014 | [4] | |||||||||||||||||||||||||||||||||||
Maturity Date | February 2013 | February 2013 | [1] | April 2013 | April 2013 | [2] | September 2016 | [2] | January 2016 | [2] | April 2015 | [2] | April 2015 | April 2015 | [3] | April 2015 | January 2016 | [2],[4] | January 2016 | [2],[4] | April 2015 | April 2015 | [4] | April 2015 | [4] | April 2015 | [4] | |||||||||||||||||||||||||||||||||||
Notional Amount | $ 0 | $ 81 | $ 0 | [1] | $ 168 | [1] | $ 91 | $ 92 | $ 3 | [2] | $ 3 | [2] | $ 350 | [2] | $ 350 | [2] | $ 89 | [2] | $ 128 | [2] | $ 500 | [4] | $ 500 | [4] | $ 500 | $ 500 | $ 500 | [4] | $ 500 | [4] | $ 500 | $ 500 | $ 102 | [2],[4] | € 75 | [2],[4] | $ 0 | [2],[4] | $ 311 | [4] | $ 311 | [4] | $ 500 | [4] | $ 500 | [4] | $ 500 | [4] | $ 500 | [4] | $ 311 | [4] | $ 311 | [4] | ||||||||
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Earnings Attributable to Common Shareholders Reconciliation (Details) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Feb. 02, 2013
|
Jan. 28, 2012
|
Jan. 29, 2011
|
|
Earnings Per Share [Abstract] | |||
Net earnings attributable to Toys “R” Us, Inc. | $ 38 | $ 149 | $ 168 |
Less: Adjustment of noncontrolling interest to redemption value | 19 | 3 | 0 |
Net earnings attributable to common shareholders | $ 19 | $ 146 | $ 168 |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Schedule of Outstanding Foreign Exchange Contracts (Details) (Foreign-Exchange Forwards, USD $)
In Millions, unless otherwise specified |
Feb. 02, 2013
|
Jan. 28, 2012
|
---|---|---|
Short-term cross-currency intercompany loans
|
||
Derivative [Line Items] | ||
Effective Date | Varies | |
Maturity Date | Varies | |
Notional Amount | $ 139 | $ 79 |
Merchandise purchases
|
||
Derivative [Line Items] | ||
Effective Date | Varies | |
Maturity Date | Varies | |
Notional Amount | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS - Narrative (Details) (USD $)
|
12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||||||||||
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Feb. 02, 2013
|
Jan. 28, 2012
|
Jan. 29, 2011
|
Aug. 25, 2010
The Sponsors [Member]
|
Feb. 02, 2013
The Sponsors [Member]
|
Jan. 28, 2012
The Sponsors [Member]
|
Jan. 29, 2011
The Sponsors [Member]
|
Jul. 21, 2005
The Sponsors [Member]
Rate
|
Feb. 02, 2013
Vornado [Member]
|
Jan. 28, 2012
Vornado [Member]
|
Jan. 29, 2011
Vornado [Member]
|
Feb. 02, 2013
Unaffiliated Joint-Venture Parties [Member]
|
Jan. 28, 2012
Unaffiliated Joint-Venture Parties [Member]
|
Jan. 29, 2011
Unaffiliated Joint-Venture Parties [Member]
|
Feb. 02, 2013
Maximum [Member]
The Sponsors [Member]
|
Jan. 28, 2012
Maximum [Member]
The Sponsors [Member]
|
Feb. 02, 2013
Spanish real estate credit facility, due fiscal two thousand fifteen [Member]
|
Jan. 30, 2013
Spanish real estate credit facility, due fiscal two thousand fifteen [Member]
The Sponsors [Member]
|
Feb. 02, 2013
Ten point three seven five percent senior notes, due fiscal two thousand seventeen [Member]
|
Aug. 02, 2012
Ten point three seven five percent senior notes, due fiscal two thousand seventeen [Member]
The Sponsors [Member]
|
Feb. 02, 2013
Ten point three seven five percent senior notes, due fiscal two thousand seventeen [Member]
KKR [Member]
|
Apr. 11, 2012
Second incremental secured term loan facility, due fiscal two thousand eighteen [Member]
|
Apr. 11, 2012
Second incremental secured term loan facility, due fiscal two thousand eighteen [Member]
The Sponsors [Member]
|
Feb. 02, 2013
Second incremental secured term loan facility, due fiscal two thousand eighteen [Member]
KKR [Member]
|
Jan. 28, 2012
Incremental secured term loan facility, due fiscal two thousand eighteen [Member]
|
May 26, 2011
Incremental secured term loan facility, due fiscal two thousand eighteen [Member]
The Sponsors [Member]
|
Feb. 02, 2013
Incremental secured term loan facility, due fiscal two thousand eighteen [Member]
KKR [Member]
|
Jan. 28, 2012
Incremental secured term loan facility, due fiscal two thousand eighteen [Member]
KKR [Member]
|
Aug. 11, 2010
Secured revolving credit facility, expires fiscal two thousand fifteen [Member]
The Sponsors [Member]
|
Aug. 25, 2010
secured term loan [Member]
KKR [Member]
|
Aug. 25, 2010
unsecured credit facility [Member]
KKR [Member]
|
Aug. 25, 2010
unsecured credit facility [Member]
Vornado [Member]
|
Feb. 02, 2013
Seven point three seven five percent senior secured notes, due fiscal two thousand sixteen [Member]
KKR [Member]
|
Feb. 28, 2013
Subsequent Event [Member]
French real estate credit facility, due fiscal two thousand eighteen [Member]
The Sponsors [Member]
|
Mar. 26, 2013
Subsequent Event [Member]
New UK Propco Loan [Member]
The Sponsors [Member]
|
|
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||
Advisory Fee Annual Increase, Percent | 5.00% | ||||||||||||||||||||||||||||||||||
Sponsor Fees | $ 21,000,000 | $ 20,000,000 | $ 19,000,000 | ||||||||||||||||||||||||||||||||
Related Party, Management and Advisory Fee, Out of Pocket Expense | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||
Term of Advisory Agreement | 10 years | ||||||||||||||||||||||||||||||||||
Advisory Agreement Extension Period | 1 year | ||||||||||||||||||||||||||||||||||
Transaction Fees Percentage | 1.00% | ||||||||||||||||||||||||||||||||||
Interest Expense, Related Party | 8,000,000 | 14,000,000 | 15,000,000 | ||||||||||||||||||||||||||||||||
Capitalized debt issuance costs | 25,000,000 | 14,000,000 | 73,000,000 | 10,000,000 | 7,000,000 | 1,000,000 | 14,000,000 | 4,000,000 | 5,000,000 | 2,000,000 | 7,000,000 | 4,000,000 | 19,000,000 | 1,000,000 | 4,000,000 | ||||||||||||||||||||
Financial Instruments, Owned, Corporate Debt, at Fair Value | 14,000,000 | 8,000,000 | 63,000,000 | 41,000,000 | 5,000,000 | ||||||||||||||||||||||||||||||
Repayments of Debt and Capital Lease Obligations | 66,000,000 | 8,000,000 | 27,000,000 | ||||||||||||||||||||||||||||||||
Operating Leases, Rent Expense | 10,000,000 | 9,000,000 | 9,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||||||||||||||||||
Percentage of Operated Stores | 0.90% | 0.90% | 1.20% | ||||||||||||||||||||||||||||||||
Advisory Contract Monthly Fee | $ 30,000 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other Income, Net (Details) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Feb. 02, 2013
|
Jan. 28, 2012
|
Jan. 29, 2011
|
||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Credit card program income | $ 22 | $ 13 | $ 19 | |||||
Gift card breakage income | 21 | 22 | 20 | |||||
Net gains on sales of properties | 4 | 3 | 10 | |||||
Impairment of long-lived assets | (11) | (6) | (11) | |||||
Other | 17 | [1] | 12 | [1] | 13 | [1] | ||
Total | $ 53 | $ 44 | $ 51 | |||||
|
PROPERTY AND EQUIPMENT (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 02, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment | The following detail of property and equipment includes estimated useful lives which are generally used to depreciate the assets on a straight-line basis:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Long Lived Assets Held-for-sale | The following assets are classified as held for sale and are included in Prepaid expenses and other current assets on our Consolidated Balance Sheets:
|
INCOME TAXES - Earnings before Income Taxes (Details) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Feb. 02, 2013
|
Jan. 28, 2012
|
Jan. 29, 2011
|
|
Income Tax Disclosure [Abstract] | |||
U.S. | $ (18) | $ (3) | $ (33) |
Foreign | 110 | 153 | 165 |
Earnings before income taxes | $ 92 | $ 150 | $ 132 |
STOCK-BASED COMPENSATION - Summary of Stock Based Compensation Expense Recognized in Selling, General and Administration and the Tax Benefit Recognized in Income Tax (Benefit) Expense (Details) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Feb. 02, 2013
|
Jan. 28, 2012
|
Jan. 29, 2011
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total recognized tax benefit | $ 6 | $ 4 | $ 4 |
Selling, General and Administrative Expenses [Member]
|
|||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
SG&A | $ 16 | $ 10 | $ 10 |
SEGMENTS - Summary of Total Merchandise Inventories and Total Assets Table (Details) (USD $)
In Millions, unless otherwise specified |
Feb. 02, 2013
|
Jan. 28, 2012
|
||||
---|---|---|---|---|---|---|
Segment Reporting Information [Line Items] | ||||||
Merchandise inventories | $ 2,229 | $ 2,232 | ||||
Total Assets | 8,921 | 8,842 | ||||
Domestic
|
||||||
Segment Reporting Information [Line Items] | ||||||
Merchandise inventories | 1,421 | 1,423 | ||||
Total Assets | 4,382 | 4,468 | ||||
International
|
||||||
Segment Reporting Information [Line Items] | ||||||
Merchandise inventories | 808 | 809 | ||||
Total Assets | 2,619 | 2,782 | ||||
Corporate and other
|
||||||
Segment Reporting Information [Line Items] | ||||||
Total Assets | $ 1,920 | [1] | $ 1,592 | [1] | ||
|
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Impact of Derivatives on Interest Expense (Details) (Interest Expense [Member], USD $)
In Millions, unless otherwise specified |
12 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Feb. 02, 2013
|
Jan. 28, 2012
|
Jan. 29, 2011
|
||||||
Derivative [Line Items] | ||||||||
Total Interest expense (related to derivatives) | $ 8 | $ (2) | $ (45) | |||||
Derivatives not designated for hedge accounting:
|
||||||||
Derivative [Line Items] | ||||||||
Total Interest expense (related to derivatives) | 4 | (8) | (14) | |||||
Interest Rate Contract [Member] | Derivatives not designated for hedge accounting:
|
||||||||
Derivative [Line Items] | ||||||||
Gain (loss) on the change in fair value | 7 | (1) | (6) | |||||
Intercompany Loan Foreign Exchange Contracts [Member] | Derivatives not designated for hedge accounting:
|
||||||||
Derivative [Line Items] | ||||||||
Gain (loss) on the change in fair value | (2) | [1] | (4) | [1] | (10) | [1] | ||
Merchandise Purchases Program Foreign Exchange Contracts [Member] | Derivatives not designated for hedge accounting:
|
||||||||
Derivative [Line Items] | ||||||||
Gain (loss) on the change in fair value | (1) | (3) | 2 | |||||
Derivative designated as a fair value hedge: | Designated as Hedging Instrument [Member]
|
||||||||
Derivative [Line Items] | ||||||||
Total Interest expense (related to derivatives) | 4 | 6 | (1) | |||||
Gain (loss) recognized in interest expense on hedged item | 5 | (16) | 2 | |||||
Derivative designated as a fair value hedge: | Interest Rate Contract [Member] | Designated as Hedging Instrument [Member]
|
||||||||
Derivative [Line Items] | ||||||||
Amortization of swap basis adjustment | (1) | (1) | 0 | |||||
Gain (loss) on the change in fair value | 0 | 23 | (3) | |||||
Derivatives designated as cash flow hedges: | Designated as Hedging Instrument [Member]
|
||||||||
Derivative [Line Items] | ||||||||
Total Interest expense (related to derivatives) | 0 | 0 | (30) | |||||
Derivatives designated as cash flow hedges: | Interest Rate Contract [Member] | Designated as Hedging Instrument [Member]
|
||||||||
Derivative [Line Items] | ||||||||
Gain (loss) reclassified from Accumulated other comprehensive income (loss) (effective portion) | (1) | (1) | (31) | |||||
Gain amortized from terminated cash flow hedges | $ 1 | $ 1 | $ 1 | |||||
|
LEASES - Narrative (Details) (USD $)
|
12 Months Ended | ||
---|---|---|---|
Feb. 02, 2013
|
Jan. 28, 2012
|
Jan. 29, 2011
|
|
Leases [Abstract] | |||
Minimum rental commitment, option to extend lease terms | $ 2,500,000,000 | ||
Rental expense, net of sublease income | 628,000,000 | 588,000,000 | 570,000,000 |
Sublease income | 19,000,000 | 22,000,000 | 22,000,000 |
Deferred rent liabilities | 368,000,000 | 348,000,000 | |
Deferred rent liabilities, current, recorded in Accrued expenses and other current liabilities | 12,000,000 | 10,000,000 | |
Contingent rent expense | $ 12,000,000 | $ 12,000,000 | $ 12,000,000 |
SEGMENTS - Percentage of Consolidated Net Sales from Product Category (Details)
|
12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Feb. 02, 2013
|
Jan. 28, 2012
|
Jan. 29, 2011
|
||||||||
Domestic
|
||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Product Category Net Sales Percentage | 100.00% | 100.00% | 100.00% | |||||||
Domestic | Core Toy
|
||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Product Category Net Sales Percentage | 15.90% | 15.80% | 15.50% | |||||||
Domestic | Entertainment
|
||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Product Category Net Sales Percentage | 11.60% | 12.90% | 13.70% | |||||||
Domestic | Juvenile
|
||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Product Category Net Sales Percentage | 37.50% | 37.30% | 37.20% | |||||||
Domestic | Learning
|
||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Product Category Net Sales Percentage | 22.30% | 21.40% | 20.90% | |||||||
Domestic | Seasonal
|
||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Product Category Net Sales Percentage | 11.40% | 11.20% | 11.40% | |||||||
Domestic | Other
|
||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Product Category Net Sales Percentage | 1.30% | [1] | 1.40% | [1] | 1.30% | [1] | ||||
International
|
||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Product Category Net Sales Percentage | 100.00% | 100.00% | 100.00% | |||||||
International | Core Toy
|
||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Product Category Net Sales Percentage | 21.90% | 22.00% | 21.30% | |||||||
International | Entertainment
|
||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Product Category Net Sales Percentage | 11.40% | 11.90% | 13.40% | |||||||
International | Juvenile
|
||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Product Category Net Sales Percentage | 21.60% | 21.60% | 21.70% | |||||||
International | Learning
|
||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Product Category Net Sales Percentage | 29.20% | 27.80% | 26.90% | |||||||
International | Seasonal
|
||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Product Category Net Sales Percentage | 15.20% | 15.90% | 15.90% | |||||||
International | Other
|
||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Product Category Net Sales Percentage | 0.70% | [2] | 0.80% | [2] | 0.80% | [2] | ||||
|
INCOME TAXES - Effective Tax Rate Reconciliation (Details)
|
12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Feb. 02, 2013
|
Jan. 28, 2012
|
Jan. 29, 2011
|
||||||||
Income Tax Disclosure [Abstract] | ||||||||||
U.S. Federal statutory tax rate | 35.00% | 35.00% | 35.00% | |||||||
State taxes, net of U.S. Federal benefit | 23.90% | 0.00% | (6.90%) | |||||||
Foreign operations | 3.70% | [1] | (38.50%) | [1] | (28.80%) | [1] | ||||
U.S. Federal valuation allowance | 0.80% | 2.00% | 2.80% | |||||||
Unrecognized tax benefits | (3.60%) | [2] | 1.30% | [2] | (31.80%) | [2] | ||||
Other | (2.20%) | (0.50%) | 3.20% | |||||||
Effective tax rate | 57.60% | (0.70%) | (26.50%) | |||||||
|
SEGMENTS - Reconciliation Schedule of Operating Profit (Loss) from Segments to Consolidated (Details) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 02, 2013
|
Jan. 28, 2012
|
Jan. 29, 2011
|
||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Net sales | $ 13,543 | $ 13,909 | $ 13,864 | |||||||||||
Operating earnings | 556 | 582 | 646 | |||||||||||
Interest expense | (480) | (442) | (521) | |||||||||||
Interest income | 16 | 10 | 7 | |||||||||||
Earnings before income taxes | 92 | 150 | 132 | |||||||||||
Domestic
|
||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Net sales | 8,149 | 8,393 | 8,621 | |||||||||||
Operating earnings | 571 | [1],[2] | 542 | [1],[2] | 597 | [1],[2] | ||||||||
International
|
||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Net sales | 5,394 | 5,516 | 5,243 | |||||||||||
Operating earnings | 309 | [3] | 377 | [3] | 367 | [3] | ||||||||
Corporate and other
|
||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Operating earnings | $ (324) | [1],[4] | $ (337) | [1],[4] | $ (318) | [1],[4] | ||||||||
|
LEASES - Schedule of Future Minimum Rental Payments for Operating Leases and Capital Leases (Details) (USD $)
In Millions, unless otherwise specified |
Feb. 02, 2013
|
|||
---|---|---|---|---|
Operating Leased Assets [Line Items] | ||||
Gross Minimum Rentals | $ 4,135 | [1] | ||
Sublease Income | 80 | [1] | ||
Net Minimum Rentals | 4,055 | [1] | ||
Lease Obligation | 290 | |||
2013
|
||||
Operating Leased Assets [Line Items] | ||||
Gross Minimum Rentals | 646 | [1] | ||
Sublease Income | 17 | [1] | ||
Net Minimum Rentals | 629 | [1] | ||
Lease Obligation | 39 | |||
2014
|
||||
Operating Leased Assets [Line Items] | ||||
Gross Minimum Rentals | 595 | [1] | ||
Sublease Income | 14 | [1] | ||
Net Minimum Rentals | 581 | [1] | ||
Lease Obligation | 35 | |||
2015
|
||||
Operating Leased Assets [Line Items] | ||||
Gross Minimum Rentals | 529 | [1] | ||
Sublease Income | 11 | [1] | ||
Net Minimum Rentals | 518 | [1] | ||
Lease Obligation | 32 | |||
2016
|
||||
Operating Leased Assets [Line Items] | ||||
Gross Minimum Rentals | 445 | [1] | ||
Sublease Income | 9 | [1] | ||
Net Minimum Rentals | 436 | [1] | ||
Lease Obligation | 28 | |||
2017
|
||||
Operating Leased Assets [Line Items] | ||||
Gross Minimum Rentals | 356 | [1] | ||
Sublease Income | 6 | [1] | ||
Net Minimum Rentals | 350 | [1] | ||
Lease Obligation | 24 | |||
2018 and subsequent
|
||||
Operating Leased Assets [Line Items] | ||||
Gross Minimum Rentals | 1,564 | [1] | ||
Sublease Income | 23 | [1] | ||
Net Minimum Rentals | 1,541 | [1] | ||
Lease Obligation | $ 132 | |||
|
STOCK-BASED COMPENSATION - Summary of Nonvested Restricted Share and Restricted Unit Activity (Details) (USD $)
|
12 Months Ended | ||
---|---|---|---|
Feb. 02, 2013
|
Jan. 28, 2012
|
Jan. 29, 2011
|
|
Restricted Stock Units (RSUs) [Member]
|
|||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted | 199,428 | 32,217 | |
Shares vested / Units converted | (2,001) | 0 | |
Forfeited | (12,382) | (1,413) | |
Nonvested shares / Outstanding units at end of fiscal year | 215,849 | 30,804 | 0 |
Nonvested shares / Outstanding units at beginning of fiscal year | $ 60.00 | $ 0.00 | |
Granted | $ 44.00 | $ 60.00 | |
Shares vested / Units converted | $ 49.49 | $ 0.00 | |
Forfeited | $ 47.34 | $ 60.00 | |
Nonvested shares / Outstanding units at end of fiscal year | $ 46.04 | $ 60.00 | |
Restricted Stock [Member]
|
|||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted | 0 | 111,439 | |
Shares vested / Units converted | 0 | (447) | |
Forfeited | (14,082) | (5,278) | |
Nonvested shares / Outstanding units at end of fiscal year | 91,632 | 105,714 | 0 |
Nonvested shares / Outstanding units at beginning of fiscal year | $ 60.00 | $ 0.00 | |
Granted | $ 0.00 | $ 60.00 | |
Shares vested / Units converted | $ 0.00 | $ 60.00 | |
Forfeited | $ 60.00 | $ 60.00 | |
Nonvested shares / Outstanding units at end of fiscal year | $ 60.00 | $ 60.00 |
TOYS-JAPAN SHARE ACQUISITION
|
12 Months Ended |
---|---|
Feb. 02, 2013
|
|
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest [Abstract] | |
TOYS-JAPAN SHARE ACQUISITION | NOTE 18 — TOYS–JAPAN SHARE ACQUISITION At a special shareholders’ meeting of Toys–Japan on January 19, 2010, the shareholders approved (through various steps) an exchange of the remaining outstanding common stock of Toys–Japan (“Toys–Japan Common Stock”) for a new class of stock (“New Stock”) at an exchange ratio of 1 to 3,289,647. This exchange resulted in all noncontrolling public shareholders receiving a fractional share of New Stock. As Toys–Japan is not permitted to issue fractional shares, all shareholders entitled to fractional shares of New Stock are only entitled to cash in the amount of ¥587 ($6.31 at April 15, 2010) for each share of Toys–Japan Common Stock held by such shareholder. The acquisition of the fractional shares was approved by the court on April 15, 2010, resulting in the purchase of approximately 9% of Toys–Japan and cash of approximately $21 million, of which $1 million is being held for payment to the fractional shareholders, as of February 2, 2013. Effective as of April 15, 2010, Toys “R” Us Japan Holdings, Inc., and TRU Japan Holdings 2, LLC (“Holdings 2”), which are wholly owned subsidiaries, are the sole shareholders of Toys–Japan. Upon acquisition of the additional ownership interest, the remaining Noncontrolling interest of $30 million was eliminated, and the difference between the purchase price paid and the carrying value of the Noncontrolling interest acquired was recognized as a net increase in Toys “R” Us, Inc. stockholders’ equity, consisting of a $3 million increase in Additional paid-in capital and a $6 million reduction in Accumulated other comprehensive loss. |
SHORT-TERM BORROWINGS AND LONG-TERM DEBT - Narrative (Details)
|
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Feb. 02, 2013
USD ($)
|
Jan. 28, 2012
USD ($)
|
Jan. 29, 2011
USD ($)
|
Jan. 30, 2016
Spanish real estate credit facility, due fiscal two thousand fifteen [Member]
EUR (€)
|
Jan. 31, 2015
Spanish real estate credit facility, due fiscal two thousand fifteen [Member]
EUR (€)
|
Feb. 01, 2014
Spanish real estate credit facility, due fiscal two thousand fifteen [Member]
EUR (€)
|
Feb. 02, 2013
Spanish real estate credit facility, due fiscal two thousand fifteen [Member]
USD ($)
Properties
|
Feb. 02, 2013
Spanish real estate credit facility, due fiscal two thousand fifteen [Member]
EUR (€)
|
Jan. 28, 2012
Spanish real estate credit facility, due fiscal two thousand fifteen [Member]
USD ($)
|
Feb. 02, 2013
French real estate credit facility, due fiscal two thousand thirteen [Member]
USD ($)
|
Jan. 28, 2012
French real estate credit facility, due fiscal two thousand thirteen [Member]
USD ($)
|
Feb. 02, 2013
Spanish real estate credit facility, due fiscal two thousand twelve [Member]
USD ($)
|
Jan. 29, 2013
Spanish real estate credit facility, due fiscal two thousand twelve [Member]
USD ($)
|
Jan. 29, 2013
Spanish real estate credit facility, due fiscal two thousand twelve [Member]
EUR (€)
|
Jan. 28, 2012
Spanish real estate credit facility, due fiscal two thousand twelve [Member]
USD ($)
|
Feb. 02, 2013
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
USD ($)
|
Jan. 28, 2012
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
USD ($)
|
Mar. 28, 2013
U.K. real estate senior credit facility, due fiscal two thousand thirteen [Member]
GBP (£)
|
Feb. 02, 2013
U.K. real estate senior credit facility, due fiscal two thousand thirteen [Member]
USD ($)
|
Jan. 28, 2012
U.K. real estate senior credit facility, due fiscal two thousand thirteen [Member]
USD ($)
|
Mar. 28, 2013
U.K. real estate junior credit facility, due fiscal two thousand thirteen [Member]
GBP (£)
|
Feb. 02, 2013
U.K. real estate junior credit facility, due fiscal two thousand thirteen [Member]
USD ($)
|
Jan. 28, 2012
U.K. real estate junior credit facility, due fiscal two thousand thirteen [Member]
USD ($)
|
Feb. 02, 2013
Seven point eight seven five percent senior notes, due fiscal two thousand thirteen [Member]
USD ($)
|
Aug. 01, 2012
Seven point eight seven five percent senior notes, due fiscal two thousand thirteen [Member]
USD ($)
|
Jan. 28, 2012
Seven point eight seven five percent senior notes, due fiscal two thousand thirteen [Member]
USD ($)
|
Feb. 02, 2013
Seven point three seven five percent senior secured notes, due fiscal two thousand sixteen [Member]
USD ($)
|
Jan. 28, 2012
Seven point three seven five percent senior secured notes, due fiscal two thousand sixteen [Member]
USD ($)
|
Aug. 25, 2010
Secured term loan facility, due fiscal two thousand sixteen [Member]
USD ($)
|
Feb. 02, 2013
Secured term loan facility, due fiscal two thousand sixteen [Member]
USD ($)
|
Jan. 29, 2011
Secured term loan facility, due fiscal two thousand sixteen [Member]
USD ($)
|
Apr. 10, 2012
Secured term loan facility, due fiscal two thousand sixteen [Member]
USD ($)
|
Jan. 28, 2012
Secured term loan facility, due fiscal two thousand sixteen [Member]
USD ($)
|
Aug. 24, 2010
Secured term loan facility, due fiscal two thousand sixteen [Member]
USD ($)
|
Jul. 10, 2009
Ten point seven five percent senior notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Feb. 02, 2013
Ten point seven five percent senior notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Jun. 21, 2012
Ten point seven five percent senior notes, due fiscal two thousand seventeen [Member]
USD ($)
|
May 14, 2012
Ten point seven five percent senior notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Jan. 28, 2012
Ten point seven five percent senior notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Jul. 09, 2009
Ten point seven five percent senior notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Aug. 02, 2012
Ten point three seven five percent senior notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Feb. 02, 2013
Ten point three seven five percent senior notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Nov. 09, 2012
Ten point three seven five percent senior notes, due fiscal two thousand seventeen [Member]
|
Aug. 01, 2012
Ten point three seven five percent senior notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Jan. 28, 2012
Ten point three seven five percent senior notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Nov. 21, 2009
Eight point five percent senior secured notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Feb. 02, 2013
Eight point five percent senior secured notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Jan. 28, 2012
Eight point five percent senior secured notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Nov. 20, 2009
Eight point five percent senior secured notes, due fiscal two thousand seventeen [Member]
USD ($)
|
May 26, 2011
Incremental secured term loan facility, due fiscal two thousand eighteen [Member]
USD ($)
|
Feb. 02, 2013
Incremental secured term loan facility, due fiscal two thousand eighteen [Member]
USD ($)
|
Jan. 28, 2012
Incremental secured term loan facility, due fiscal two thousand eighteen [Member]
USD ($)
|
May 25, 2011
Incremental secured term loan facility, due fiscal two thousand eighteen [Member]
USD ($)
|
Jun. 24, 2011
Seven point six two five percent notes, due fiscal two thousand eleven [Member]
USD ($)
|
Apr. 11, 2012
Second incremental secured term loan facility, due fiscal two thousand eighteen [Member]
USD ($)
|
Feb. 02, 2013
Second incremental secured term loan facility, due fiscal two thousand eighteen [Member]
USD ($)
|
Apr. 10, 2012
Second incremental secured term loan facility, due fiscal two thousand eighteen [Member]
USD ($)
|
Jan. 28, 2012
Second incremental secured term loan facility, due fiscal two thousand eighteen [Member]
USD ($)
|
Sep. 23, 2003
Seven point three seven five percent senior notes, due fiscal two thousand eighteen [Member]
USD ($)
|
Feb. 02, 2013
Seven point three seven five percent senior notes, due fiscal two thousand eighteen [Member]
USD ($)
|
Jan. 28, 2012
Seven point three seven five percent senior notes, due fiscal two thousand eighteen [Member]
USD ($)
|
Sep. 22, 2003
Seven point three seven five percent senior notes, due fiscal two thousand eighteen [Member]
USD ($)
|
Feb. 02, 2013
Eight point seven five percent debentures, due fiscal two thousand twenty one [Member]
USD ($)
|
Jan. 28, 2012
Eight point seven five percent debentures, due fiscal two thousand twenty one [Member]
USD ($)
|
Dec. 01, 2006
Eight point seven five percent debentures, due fiscal two thousand twenty one [Member]
USD ($)
|
Aug. 29, 1991
Eight point seven five percent debentures, due fiscal two thousand twenty one [Member]
USD ($)
|
Feb. 02, 2013
Line of Credit [Member]
Labuan uncommitted lines of credit [Member]
USD ($)
|
Feb. 02, 2013
Line of Credit [Member]
Labuan uncommitted lines of credit [Member]
HKD
|
Jan. 28, 2012
Line of Credit [Member]
Labuan uncommitted lines of credit [Member]
USD ($)
|
Jan. 28, 2012
Letter of Credit [Member]
European and Australian asset-based revolving credit facility, expires fiscal two thousand sixteen [Member]
USD ($)
|
Feb. 02, 2013
Line of Credit [Member]
Toys-Japan unsecured credit lines, expire fiscals two thousand thirteen two thousand fourteen [Member]
USD ($)
|
Jan. 28, 2012
Line of Credit [Member]
Toys-Japan unsecured credit lines, expire fiscals two thousand thirteen two thousand fourteen [Member]
USD ($)
|
Feb. 02, 2013
Line of Credit [Member]
Toys-Japan Uncommitted Line of Credit [Member]
USD ($)
|
Feb. 02, 2013
Line of Credit [Member]
Toys-Japan Uncommitted Line of Credit [Member]
JPY (¥)
|
Feb. 02, 2013
Line of Credit [Member]
Secured revolving credit facility, expires fiscal two thousand fifteen [Member]
USD ($)
|
Jan. 28, 2012
Line of Credit [Member]
Secured revolving credit facility, expires fiscal two thousand fifteen [Member]
USD ($)
|
Mar. 09, 2011
Line of Credit [Member]
European and Australian asset-based revolving credit facility, expires fiscal two thousand sixteen [Member]
|
Feb. 02, 2013
Line of Credit [Member]
European and Australian asset-based revolving credit facility, expires fiscal two thousand sixteen [Member]
USD ($)
|
Feb. 02, 2013
Line of Credit [Member]
European and Australian asset-based revolving credit facility, expires fiscal two thousand sixteen [Member]
GBP (£)
|
Jan. 28, 2012
Line of Credit [Member]
European and Australian asset-based revolving credit facility, expires fiscal two thousand sixteen [Member]
USD ($)
|
Mar. 08, 2011
Line of Credit [Member]
European and Australian asset-based revolving credit facility, expires fiscal two thousand sixteen [Member]
GBP (£)
|
Feb. 02, 2013
Significant Unobservable Inputs (Level 3)
USD ($)
|
Jan. 28, 2012
Significant Unobservable Inputs (Level 3)
USD ($)
|
Feb. 02, 2013
Tranche 1 [Member]
Line of Credit [Member]
Toys-Japan unsecured credit lines, expire fiscals two thousand thirteen two thousand fourteen [Member]
USD ($)
|
Feb. 02, 2013
Tranche 1 [Member]
Line of Credit [Member]
Toys-Japan unsecured credit lines, expire fiscals two thousand thirteen two thousand fourteen [Member]
JPY (¥)
|
Feb. 02, 2013
Tranche 2 [Member]
Line of Credit [Member]
Toys-Japan unsecured credit lines, expire fiscals two thousand thirteen two thousand fourteen [Member]
USD ($)
|
Feb. 02, 2013
Tranche 2 [Member]
Line of Credit [Member]
Toys-Japan unsecured credit lines, expire fiscals two thousand thirteen two thousand fourteen [Member]
JPY (¥)
|
Feb. 02, 2013
Toys-Japan loan maturing January two thousand sixteen [Member]
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
USD ($)
|
Feb. 02, 2013
Toys-Japan loan maturing January two thousand sixteen [Member]
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
JPY (¥)
|
Jan. 17, 2011
Toys-Japan loan maturing January two thousand sixteen [Member]
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
USD ($)
|
Feb. 02, 2013
Toys-Japan loan maturing February two thousand sixteen [Member]
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
USD ($)
|
Feb. 02, 2013
Toys-Japan loan maturing February two thousand sixteen [Member]
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
JPY (¥)
|
Feb. 28, 2011
Toys-Japan loan maturing February two thousand sixteen [Member]
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
JPY (¥)
|
Feb. 02, 2013
Toys Japan remaining loans [Member]
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
USD ($)
|
Feb. 02, 2013
Toys-Japan loan maturing March two thousand thirteen [Member]
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
USD ($)
|
Feb. 02, 2013
Maximum [Member]
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
|
Jan. 28, 2012
Maximum [Member]
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
|
Feb. 02, 2013
Maximum [Member]
Seven point eight seven five percent senior notes, due fiscal two thousand thirteen [Member]
USD ($)
|
Jul. 10, 2009
Maximum [Member]
Ten point seven five percent senior notes, due fiscal two thousand seventeen [Member]
|
Nov. 21, 2009
Maximum [Member]
Eight point five percent senior secured notes, due fiscal two thousand seventeen [Member]
|
Feb. 02, 2013
Maximum [Member]
Line of Credit [Member]
Secured revolving credit facility, expires fiscal two thousand fifteen [Member]
|
Feb. 02, 2013
Maximum [Member]
Line of Credit [Member]
European and Australian asset-based revolving credit facility, expires fiscal two thousand sixteen [Member]
|
Feb. 02, 2013
Maximum [Member]
Tranche 1 [Member]
Line of Credit [Member]
Toys-Japan unsecured credit lines, expire fiscals two thousand thirteen two thousand fourteen [Member]
USD ($)
|
Feb. 02, 2013
Minimum [Member]
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
|
Jan. 28, 2012
Minimum [Member]
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
|
Feb. 02, 2013
Minimum [Member]
Line of Credit [Member]
Secured revolving credit facility, expires fiscal two thousand fifteen [Member]
USD ($)
|
Feb. 02, 2013
Minimum [Member]
Line of Credit [Member]
European and Australian asset-based revolving credit facility, expires fiscal two thousand sixteen [Member]
|
Feb. 02, 2013
Mid
Line of Credit [Member]
European and Australian asset-based revolving credit facility, expires fiscal two thousand sixteen [Member]
|
Jan. 28, 2012
Vanwall Finance PLC
USD ($)
|
Jan. 29, 2011
Vanwall Finance PLC
USD ($)
|
Feb. 02, 2013
Vanwall Finance PLC
U.K. real estate senior credit facility, due fiscal two thousand thirteen [Member]
USD ($)
|
Jan. 28, 2012
Vanwall Finance PLC
U.K. real estate senior credit facility, due fiscal two thousand thirteen [Member]
USD ($)
|
Feb. 09, 2006
Vanwall Finance PLC
Commercial Mortgage Backed Securities [Member]
U.K. real estate senior credit facility, due fiscal two thousand thirteen [Member]
GBP (£)
|
Feb. 02, 2013
KKR [Member]
Seven point three seven five percent senior secured notes, due fiscal two thousand sixteen [Member]
USD ($)
|
Feb. 02, 2013
KKR [Member]
Secured term loan facility, due fiscal two thousand sixteen [Member]
USD ($)
|
Jan. 28, 2012
KKR [Member]
Secured term loan facility, due fiscal two thousand sixteen [Member]
USD ($)
|
Feb. 02, 2013
KKR [Member]
Ten point three seven five percent senior notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Feb. 02, 2013
KKR [Member]
Eight point five percent senior secured notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Jan. 28, 2012
KKR [Member]
Eight point five percent senior secured notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Feb. 02, 2013
KKR [Member]
Incremental secured term loan facility, due fiscal two thousand eighteen [Member]
USD ($)
|
Jan. 28, 2012
KKR [Member]
Incremental secured term loan facility, due fiscal two thousand eighteen [Member]
USD ($)
|
Feb. 02, 2013
KKR [Member]
Second incremental secured term loan facility, due fiscal two thousand eighteen [Member]
USD ($)
|
Feb. 28, 2013
Subsequent Event [Member]
French real estate credit facility, due fiscal two thousand eighteen [Member]
USD ($)
|
Feb. 27, 2013
Subsequent Event [Member]
French real estate credit facility, due fiscal two thousand eighteen [Member]
USD ($)
|
Feb. 27, 2013
Subsequent Event [Member]
French real estate credit facility, due fiscal two thousand eighteen [Member]
EUR (€)
|
Feb. 27, 2013
Subsequent Event [Member]
French real estate credit facility, due fiscal two thousand thirteen [Member]
USD ($)
Properties
|
Feb. 27, 2013
Subsequent Event [Member]
French real estate credit facility, due fiscal two thousand thirteen [Member]
EUR (€)
|
Mar. 28, 2013
Subsequent Event [Member]
New UK Propco Loan [Member]
USD ($)
Properties
|
Mar. 28, 2013
Subsequent Event [Member]
New UK Propco Loan [Member]
GBP (£)
|
Mar. 28, 2013
Subsequent Event [Member]
U.K. real estate senior and junior credit facilities, due fiscal two thousand thirteen [Member]
USD ($)
|
Mar. 28, 2013
Subsequent Event [Member]
U.K. real estate senior and junior credit facilities, due fiscal two thousand thirteen [Member]
GBP (£)
|
Mar. 28, 2013
Subsequent Event [Member]
U.K. real estate senior credit facility, due fiscal two thousand thirteen [Member]
USD ($)
|
Mar. 28, 2013
Subsequent Event [Member]
U.K. real estate junior credit facility, due fiscal two thousand thirteen [Member]
USD ($)
|
May 04, 2013
Subsequent Event [Member]
Toys-Japan loan maturing February two thousand twenty one [Member]
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
USD ($)
|
May 04, 2013
Subsequent Event [Member]
Toys-Japan loan maturing February two thousand twenty one [Member]
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
JPY (¥)
|
Feb. 28, 2013
Subsequent Event [Member]
Toys-Japan loan maturing February two thousand twenty one [Member]
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
USD ($)
|
Feb. 28, 2013
Subsequent Event [Member]
Toys-Japan loan maturing February two thousand twenty one [Member]
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
JPY (¥)
|
Mar. 28, 2013
Subsequent Event [Member]
Debussy [Member]
USD ($)
|
Mar. 28, 2013
Subsequent Event [Member]
Debussy [Member]
GBP (£)
|
Mar. 28, 2013
Occuring During First Year [Member]
Subsequent Event [Member]
New UK Propco Loan [Member]
|
Mar. 28, 2013
Occuring During Second Year [Member]
Subsequent Event [Member]
New UK Propco Loan [Member]
|
Mar. 28, 2013
Occuring During Third Year [Member]
Subsequent Event [Member]
New UK Propco Loan [Member]
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Senior Secured Term Loan Facility Agreement | 3 years | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt, Maturities, Repayments of Principal after Year Five | $ 1,646,000,000 | [1] | $ 65,000,000 | $ 413,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt | 14,000,000 | 9,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Guarantor Obligations, Current Carrying Value | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 43,000,000 | 331,000,000 | 31,000,000 | 2,800,000,000 | 1,850,000,000 | 217,000,000 | 138,000,000 | 128,000,000 | 139,000,000 | 12,900,000,000 | 129,000,000 | 12,000,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 26,000,000 | 854,000,000 | 116,000,000 | 128,000,000 | 113,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility, Interest Rate at Period End | 2.06% | 2.06% | 2.52% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 6.00% | 6.00% | 1.50% | 2.25% | 4.50% | 4.50% | 3.75% | 3.75% | 3.75% | 3.75% | 0.50% | 0.50% | 0.80% | 0.80% | 0.80% | 1.50% | 1.50% | 3.00% | 2.75% | 2.50% | 2.25% | 2.50% | 4.50% | 4.50% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility, Potential Increase to Maximum Borrowing Capacity | 650,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Covenant, Minimum Excess Availability | 125,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | 979,000,000 | 150,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ABL Facility Excess Availability Days | 3 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ABL Facility Excess Availability Period | 30 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Letters of Credit Outstanding, Amount | 113,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Cap Interest Rate | 2.00% | 4.56% | 2.50% | 2.50% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Rate Fair Value Hedge Liability at Fair Value | 4,000,000 | 22,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt, Current Maturities | 31,000,000 | 22,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Fixed Interest Rate | 2.45% | 2.45% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Step-Down Percentage | 0.25% | 0.25% | 0.25% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment Percent, Principal | 0.25% | 0.25% | 0.25% | 1.25% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 30,000,000 | 22,500,000 | 22,500,000 | 7,000,000 | 4,000,000 | 2,250,000 | 17,000,000 | 1,600,000,000 | 1,000,000 | 1,000,000 | 125,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Potential Basis Spread on Variable Rate | 2.00% | 1.50% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.625% | 0.50% | 0.375% | 0.375% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payments of Debt Issuance Costs | 25,000,000 | 14,000,000 | 73,000,000 | 7,000,000 | 15,000,000 | 14,000,000 | 7,000,000 | 5,000,000 | 6,000,000 | 2,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized Debt Issuance Expense | 119,000,000 | 127,000,000 | 2,000,000 | 1,000,000 | 6,000,000 | 10,000,000 | 13,000,000 | 12,000,000 | 17,000,000 | 5,000,000 | 4,000,000 | 1,000,000 | 32,000,000 | 7,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fixed Charge Coverage Ratio | 1.00 | 1.00 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Accordian Feature, Potential Additional Borrowings | 700,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption Percentage of Principal Amount | 100.00% | 100.00% | 100.00% | 100.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redeemable Percentage of Debt Instrument Each Twelve Month Period | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption, Percentage of Principal Amount, Each Twelve Month Period | 103.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redeemable Percentage of Debt Instrument | 35.00% | 40.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption Percentage of Principal Amount, Certain Equity Offerings | 107.375% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes of Control Percentage of Principal Amount | 101.00% | 101.00% | 101.00% | 101.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange offer, percentage of notes exchanged | 100.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate Debt Principal Amount Offered To Be Purchased | 33,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Offered To Be Purchased, Cash Amount Offered | 32,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash Distribution from Subsidiary | 32,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt | 5,329,000,000 | 5,161,000,000 | 102,000,000 | [2] | 75,000,000 | 0 | [2] | 83,000,000 | [3] | 81,000,000 | [3] | 0 | [2] | 170,000,000 | 126,000,000 | 168,000,000 | [2] | 107,000,000 | [4] | 166,000,000 | [4] | 346,000,000 | 543,000,000 | [5] | 547,000,000 | [5] | 60,000,000 | 94,000,000 | [5] | 95,000,000 | [5] | 0 | [6],[7] | 398,000,000 | [6],[7] | 361,000,000 | [8] | 365,000,000 | [8] | 677,000,000 | [8] | 683,000,000 | [8] | 934,000,000 | [9] | 931,000,000 | [9] | 446,000,000 | [6],[7] | 0 | [6],[7] | 718,000,000 | [10] | 717,000,000 | [10] | 391,000,000 | [8] | 394,000,000 | [8] | 220,000,000 | [11],[8] | 0 | [11],[8] | 404,000,000 | [6] | 404,000,000 | [6] | 22,000,000 | [12] | 22,000,000 | [12] | 27,000,000 | [13] | 0 | [13] | 0 | [8] | 0 | [8] | 0 | 0 | 11,000,000 | [13] | 16,000,000 | [13] | 89,000,000 | 8,200,000,000 | 8,000,000 | 770,000,000 | 10,000,000 | 2,000,000 | 63,000,000 | 48,000,000 | 80,000,000 | 61,000,000 | 400,000,000 | 263,000,000 | 616,000,000 | 406,000,000 | 525,000,000 | 91,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Bank Loans with Financial Institutions | 5 | 3 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Real Estate Properties | 26 | 9 | 9 | 31 | 31 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt, Weighted Average Interest Rate | 6.87% | 6.87% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Secured Debt | 3,200,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amount of Restricted Net Assets for Consolidated and Unconsolidated Subsidiaries | 853,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 400,000,000 | 1,300,000,000 | 700,000,000 | 950,000,000 | 450,000,000 | 725,000,000 | 400,000,000 | 225,000,000 | 400,000,000 | 200,000,000 | 11,500,000,000 | 1,000,000,000 | 36,000,000 | 17,000,000 | 355,800,000 | 22,000,000 | 2,000,000,000 | 20,000,000 | 13,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 11,000,000 | 25,000,000 | 4,000,000 | 10,000,000 | 4,000,000 | 5,000,000 | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term debt borrowings | 1,972,000,000 | 2,236,000,000 | 2,883,000,000 | 398,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment Received from Termination of Interest Rate Swaps | 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of Consolidated Net Tangible Assets | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of Consolidated Capitalization | 15.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Debt | 446,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Secured Debt | 689,000,000 | 925,000,000 | 715,000,000 | 396,000,000 | 220,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.02% | 7.875% | 7.875% | 7.875% | 7.375% | 7.375% | 10.75% | 10.75% | 10.375% | 10.375% | 10.375% | 8.50% | 8.50% | 7.625% | 7.375% | 7.375% | 8.75% | 8.75% | 1.85% | 1.85% | 2.85% | 2.85% | 1.85% | 1.85% | 2.18% | 2.18% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TRU Propco II Master Lease Rent Increase | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TRU Propco II Master Lease Period | 5 years | 20 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TRU Propco I Master Lease Rent Increase | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TRU Propco I Master Lease Period | 5 years | 20 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Repurchase Amount | 519,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Instruments, Owned, Corporate Debt, at Fair Value | 5,000,000 | 67,000,000 | 37,000,000 | 14,000,000 | 5,000,000 | 2,000,000 | 63,000,000 | 41,000,000 | 8,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Write off of Deferred Debt Issuance Cost | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 1.50% | 1.50% | 1.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt, Fair Value | 5,400,000,000 | 5,200,000,000 | 1,100,000,000 | 1,100,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate at Period End | 4.51% | 4.51% | 4.51% | 5.02% | 5.02% | 6.84% | 6.84% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepayment Premium on Debt Principal Prepaid | 1.00% | 3.00% | 2.00% | 1.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Tender Offer, Aggregate Amount | $ 178,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tender Offer, Percentage of Debt Instrument Purchased | 89.20% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)
Share data in Millions, unless otherwise specified |
12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 02, 2013
USD ($)
stores
countries
|
Jan. 28, 2012
USD ($)
|
Jan. 29, 2011
USD ($)
|
Oct. 31, 2011
USD ($)
|
Jan. 31, 1994
countries
|
Jul. 21, 2005
The Sponsors [Member]
USD ($)
|
Feb. 02, 2013
Toys (Labuan) Holdings Limited [Member]
USD ($)
|
Feb. 02, 2013
International
USD ($)
|
Jan. 28, 2012
International
USD ($)
|
Feb. 02, 2013
Domestic
USD ($)
|
Jan. 28, 2012
Domestic
USD ($)
|
Feb. 02, 2013
Toys-Japan [Member]
USD ($)
|
Jan. 28, 2012
Vanwall Finance PLC
USD ($)
|
Jan. 29, 2011
Vanwall Finance PLC
USD ($)
|
Feb. 02, 2013
Employment Practices Liability [Member]
USD ($)
|
Feb. 02, 2013
Catastrophe [Member]
USD ($)
|
Feb. 02, 2013
Property Liability [Member]
USD ($)
|
Feb. 02, 2013
General Liability [Member]
USD ($)
|
Feb. 02, 2013
Auto Liability [Member]
USD ($)
|
Feb. 02, 2013
Workers' Compensation Liability [Member]
USD ($)
|
Oct. 31, 2011
Toys (Labuan) Holdings Limited [Member]
|
Feb. 02, 2013
Interest Expense [Member]
Intercompany Loan Foreign Exchange Contracts [Member]
Derivatives not designated for hedge accounting:
USD ($)
|
Jan. 28, 2012
Interest Expense [Member]
Intercompany Loan Foreign Exchange Contracts [Member]
Derivatives not designated for hedge accounting:
USD ($)
|
Jan. 29, 2011
Interest Expense [Member]
Intercompany Loan Foreign Exchange Contracts [Member]
Derivatives not designated for hedge accounting:
USD ($)
|
Jan. 31, 1994
Minimum [Member]
stores
|
Feb. 02, 2013
Costs of computer software
|
Mar. 28, 2013
Subsequent Event [Member]
New UK Propco Loan [Member]
USD ($)
|
Mar. 28, 2013
Subsequent Event [Member]
New UK Propco Loan [Member]
GBP (£)
|
||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 36,000,000 | $ 17,000,000 | |||||||||||||||||||||||||||||||||||
Long-term Debt | 5,329,000,000 | 5,161,000,000 | 400,000,000 | 263,000,000 | |||||||||||||||||||||||||||||||||
Number of Stores | 1,540 | 1,000 | |||||||||||||||||||||||||||||||||||
Number of Stores Operated by Franchisees | 163 | ||||||||||||||||||||||||||||||||||||
Number of Countries in which Entity Operates | 36 | 17 | |||||||||||||||||||||||||||||||||||
Merger, value | 6,600,000,000 | ||||||||||||||||||||||||||||||||||||
Restricted cash | 16,000,000 | 30,000,000 | |||||||||||||||||||||||||||||||||||
Asset Retirement Obligation | 66,000,000 | 73,000,000 | |||||||||||||||||||||||||||||||||||
Foreign Currency Translation, Goodwill | 5,000,000 | ||||||||||||||||||||||||||||||||||||
Goodwill | 445,000,000 | 448,000,000 | 64,000,000 | 84,000,000 | [1] | 87,000,000 | [1] | 361,000,000 | 361,000,000 | 20,000,000 | |||||||||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 70.00% | ||||||||||||||||||||||||||||||||||||
Goodwill, Period Increase (Decrease) | 2,000,000 | ||||||||||||||||||||||||||||||||||||
Unamortized Debt Issuance Expense | 119,000,000 | 127,000,000 | |||||||||||||||||||||||||||||||||||
Amortization and write-off of debt issuance costs | 36,000,000 | 35,000,000 | 69,000,000 | ||||||||||||||||||||||||||||||||||
Payments to Acquire Held-to-maturity Securities | 26,000,000 | 9,000,000 | |||||||||||||||||||||||||||||||||||
Insurance deductible | 15,000,000 | 8,000,000 | 5,000,000 | 5,000,000 | 4,000,000 | 1,000,000 | |||||||||||||||||||||||||||||||
Self Insurance Reserve | 93,000,000 | 91,000,000 | |||||||||||||||||||||||||||||||||||
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 55,000,000 | 47,000,000 | |||||||||||||||||||||||||||||||||||
Deferred rent liabilities | 368,000,000 | 348,000,000 | |||||||||||||||||||||||||||||||||||
Deferred rent liabilities, current, recorded in Accrued expenses and other current liabilities | 12,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||
Other Revenue, Net | 72,000,000 | 79,000,000 | 77,000,000 | ||||||||||||||||||||||||||||||||||
Licenses Revenue | 16,000,000 | 18,000,000 | 16,000,000 | ||||||||||||||||||||||||||||||||||
Revenue Recognition, Sales Returns, Reserve for Sales Returns | 11,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||
Advertising Expense | 449,000,000 | 483,000,000 | 445,000,000 | ||||||||||||||||||||||||||||||||||
Capitalized Computer Software, Amortization | 27,000,000 | 22,000,000 | 19,000,000 | ||||||||||||||||||||||||||||||||||
Fees and Commissions, Credit Cards | 22,000,000 | 13,000,000 | 19,000,000 | ||||||||||||||||||||||||||||||||||
Gift card breakage income | 21,000,000 | 22,000,000 | 20,000,000 | ||||||||||||||||||||||||||||||||||
Net gains on sales of properties | 4,000,000 | 3,000,000 | 10,000,000 | ||||||||||||||||||||||||||||||||||
Impairment on long-lived assets | 11,000,000 | 6,000,000 | 11,000,000 | ||||||||||||||||||||||||||||||||||
Gains (Losses) from Intercompany Foreign Currency Transactions | 2,000,000 | 11,000,000 | 10,000,000 | ||||||||||||||||||||||||||||||||||
Gain (loss) on the change in fair value | (2,000,000) | [2] | (4,000,000) | [2] | (10,000,000) | [2] | |||||||||||||||||||||||||||||||
Temporary Equity - Noncontrolling interest | $ 49,000,000 | $ 29,000,000 | $ 24,000,000 | ||||||||||||||||||||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1.3 | 0.7 | |||||||||||||||||||||||||||||||||||
|
ACCUMULATED OTHER COMPREHENSIVE INCOME - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | |||||
---|---|---|---|---|---|---|
Feb. 02, 2013
|
Jan. 28, 2012
|
Jan. 29, 2011
|
||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Balance, Foreign currency translation adjustments, net of tax | $ 54 | $ 42 | $ (19) | |||
Balance, Unrealized (loss) gain on hedged transactions, net of tax | (2) | 0 | (15) | |||
Balance, Unrecognized actuarial (losses) gains, net of tax | (8) | (2) | (11) | |||
Accumulated other comprehensive (loss) income | 44 | 40 | (45) | |||
Current period change, Foreign currency translation adjustments, net of tax | (46) | 12 | 55 | |||
Current period change, Unrealized (loss) gain on hedged transactions, net of tax | 0 | (2) | 15 | |||
Current period change, Unrecognized actuarial (losses) gains, net of tax | (1) | (6) | 9 | |||
Current period change, Accumulated other comprehensive (loss) income | (47) | 4 | 79 | |||
Balance, Foreign currency translation adjustments, net of tax | 8 | 54 | 42 | |||
Balance, Unrealized (loss) gain on hedged transactions, net of tax | (2) | (2) | 0 | |||
Balance, Unrecognized actuarial (losses) gains, net of tax | (9) | (8) | (2) | |||
Accumulated other comprehensive (loss) income | (3) | 44 | 40 | |||
Toys-Japan [Member]
|
||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Acquisition of 9% of Toys-Japan shares, Foreign currency translation adjustments, net of tax | $ 6 | [1] | ||||
|
DEFINED BENEFIT PENSION PLANS - Estimated Future Payments (Details) (USD $)
In Millions, unless otherwise specified |
Feb. 02, 2013
|
---|---|
Defined Benefit Plan Disclosure [Line Items] | |
2013 | $ 2 |
2014 | 2 |
2015 | 2 |
2016 | 2 |
2017 | 2 |
2018 through 2022 | $ 9 |
LEASES (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 02, 2013
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases, Capital Leases and Financing Obligations | Minimum rental commitments under non-cancelable operating leases, capital leases and financing obligations as of February 2, 2013 are as follows:
|
SHORT-TERM BORROWINGS AND LONG-TERM DEBT - Annual Maturities of Short-term borrowings and Long-term debt (Details) (USD $)
In Millions, unless otherwise specified |
Feb. 02, 2013
|
|||
---|---|---|---|---|
Debt Disclosure [Abstract] | ||||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | $ 353 | [1] | ||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 95 | |||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 117 | |||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 1,025 | |||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 2,133 | |||
Long-term Debt, Maturities, Repayments of Principal after Year Five | 1,646 | [1] | ||
Long-term Debt, Gross | $ 5,369 | |||
|
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - Schedule of Accounts Payable and Accrued Liabilities (Details) (USD $)
In Millions, unless otherwise specified |
Feb. 02, 2013
|
Jan. 28, 2012
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Accrued and Other Current Liabilities [Line Items] | ||||||||||
Accounts payable | $ 1,379 | $ 1,447 | ||||||||
Gift card and certificate liability | 179 | 162 | ||||||||
Sales and use tax and value added tax payable | 106 | 119 | ||||||||
Accrued interest | 66 | 53 | ||||||||
Accrued property taxes | 56 | 53 | ||||||||
Accrued bonus | 42 | 47 | ||||||||
Other | 451 | [1] | 482 | [1] | ||||||
Accrued expenses and other current liabilities | 900 | 916 | ||||||||
Merchandise accounts payable [Member]
|
||||||||||
Accrued and Other Current Liabilities [Line Items] | ||||||||||
Accounts payable | 1,176 | [2] | 1,238 | [2] | ||||||
Non-merchandise accounts payable [Member]
|
||||||||||
Accrued and Other Current Liabilities [Line Items] | ||||||||||
Accounts payable | $ 203 | [3] | $ 209 | [3] | ||||||
|
SCHEDULE I - PARENT COMPANY INFORMATION - Narrative (Details)
In Millions, unless otherwise specified |
12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 02, 2013
USD ($)
|
Jan. 28, 2012
USD ($)
|
Jan. 29, 2011
USD ($)
|
Feb. 02, 2013
Subsidiaries [Member]
USD ($)
|
Jan. 28, 2012
Subsidiaries [Member]
USD ($)
|
Jan. 29, 2011
Subsidiaries [Member]
USD ($)
|
Feb. 02, 2013
Parent Company [Member]
USD ($)
|
Jan. 28, 2012
Parent Company [Member]
USD ($)
|
Jan. 29, 2011
Parent Company [Member]
USD ($)
|
Oct. 31, 2011
Toys (Labuan) Holdings Limited [Member]
|
Jan. 29, 2011
Toys-Japan [Member]
|
Apr. 15, 2010
Toys-Japan [Member]
|
Feb. 02, 2013
Toys R Us (UK) Limited [Member]
Parent Company [Member]
USD ($)
|
Jan. 28, 2012
Toys R Us (UK) Limited [Member]
Parent Company [Member]
USD ($)
|
Jul. 21, 2005
Toys R Us (UK) Limited [Member]
Parent Company [Member]
USD ($)
|
Jul. 21, 2005
Toys R Us (UK) Limited [Member]
Parent Company [Member]
GBP (£)
|
Feb. 02, 2013
Toys R Us - Delaware [Member]
Parent Company [Member]
USD ($)
|
Jan. 28, 2012
Toys R Us - Delaware [Member]
Parent Company [Member]
USD ($)
|
Jan. 29, 2011
Toys R Us - Delaware [Member]
Parent Company [Member]
USD ($)
|
Jan. 28, 2012
Toys R Us - Value, Inc. [Member]
Parent Company [Member]
USD ($)
|
Feb. 02, 2013
Property Subsidiaries [Member]
Parent Company [Member]
USD ($)
|
Jan. 28, 2012
Property Subsidiaries [Member]
Parent Company [Member]
USD ($)
|
Jan. 29, 2011
Property Subsidiaries [Member]
Parent Company [Member]
USD ($)
|
Feb. 02, 2013
Toys-Europe [Member]
Parent Company [Member]
USD ($)
|
Feb. 02, 2013
TRU Asia, Ltd. [Member]
Parent Company [Member]
USD ($)
|
Jan. 28, 2012
TRU Asia, Ltd. [Member]
Parent Company [Member]
USD ($)
|
Jan. 29, 2011
TRU Japan Holdings 2, LLC [Member]
Parent Company [Member]
USD ($)
|
Feb. 02, 2013
Seven point eight seven five percent senior notes, due fiscal two thousand thirteen [Member]
USD ($)
|
Aug. 01, 2012
Seven point eight seven five percent senior notes, due fiscal two thousand thirteen [Member]
USD ($)
|
Jan. 28, 2012
Seven point eight seven five percent senior notes, due fiscal two thousand thirteen [Member]
USD ($)
|
Feb. 02, 2013
Seven point eight seven five percent senior notes, due fiscal two thousand thirteen [Member]
Parent Company [Member]
USD ($)
|
Aug. 01, 2012
Seven point eight seven five percent senior notes, due fiscal two thousand thirteen [Member]
Parent Company [Member]
USD ($)
|
Jan. 28, 2012
Seven point eight seven five percent senior notes, due fiscal two thousand thirteen [Member]
Parent Company [Member]
USD ($)
|
Feb. 02, 2013
Eight point seven five percent debentures, due fiscal two thousand twenty one [Member]
USD ($)
|
Jan. 28, 2012
Eight point seven five percent debentures, due fiscal two thousand twenty one [Member]
USD ($)
|
Aug. 29, 1991
Eight point seven five percent debentures, due fiscal two thousand twenty one [Member]
USD ($)
|
Feb. 02, 2013
Eight point seven five percent debentures, due fiscal two thousand twenty one [Member]
Parent Company [Member]
USD ($)
|
Jan. 28, 2012
Eight point seven five percent debentures, due fiscal two thousand twenty one [Member]
Parent Company [Member]
USD ($)
|
Feb. 02, 2013
Eight point seven five percent debentures, due fiscal two thousand twenty one [Member]
Toys R Us - Delaware [Member]
USD ($)
|
Jan. 28, 2012
Eight point seven five percent debentures, due fiscal two thousand twenty one [Member]
Toys R Us - Delaware [Member]
USD ($)
|
Jan. 29, 2011
Eight point seven five percent debentures, due fiscal two thousand twenty one [Member]
Toys R Us - Delaware [Member]
USD ($)
|
Feb. 02, 2013
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
USD ($)
|
Jan. 28, 2012
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
USD ($)
|
Feb. 02, 2013
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
Parent Company [Member]
USD ($)
|
Feb. 02, 2013
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
Parent Company [Member]
JPY (¥)
|
Feb. 02, 2013
Labuan uncommitted lines of credit [Member]
Parent Company [Member]
USD ($)
|
Feb. 02, 2013
Labuan uncommitted lines of credit [Member]
Parent Company [Member]
HKD
|
Feb. 02, 2013
Ten point three seven five percent senior notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Aug. 01, 2012
Ten point three seven five percent senior notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Jan. 28, 2012
Ten point three seven five percent senior notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Feb. 02, 2013
Ten point three seven five percent senior notes, due fiscal two thousand seventeen [Member]
Parent Company [Member]
USD ($)
|
Aug. 01, 2012
Ten point three seven five percent senior notes, due fiscal two thousand seventeen [Member]
Parent Company [Member]
USD ($)
|
Jan. 28, 2012
Ten point three seven five percent senior notes, due fiscal two thousand seventeen [Member]
Parent Company [Member]
USD ($)
|
Jun. 24, 2011
Seven point six two five percent notes, due fiscal two thousand eleven [Member]
|
Jan. 28, 2012
Seven point six two five percent notes, due fiscal two thousand eleven [Member]
Toys R Us - Delaware [Member]
Parent Company [Member]
USD ($)
|
Feb. 02, 2013
Ten point seven five percent senior notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Jan. 28, 2012
Ten point seven five percent senior notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Jul. 09, 2009
Ten point seven five percent senior notes, due fiscal two thousand seventeen [Member]
USD ($)
|
Feb. 02, 2013
Ten point seven five percent senior notes, due fiscal two thousand seventeen [Member]
Toys R Us Property Company I, LLC [Member]
Parent Company [Member]
USD ($)
|
Jan. 28, 2012
Ten point seven five percent senior notes, due fiscal two thousand seventeen [Member]
Toys R Us Property Company I, LLC [Member]
Parent Company [Member]
USD ($)
|
Jan. 29, 2011
Ten point seven five percent senior notes, due fiscal two thousand seventeen [Member]
Toys R Us Property Company I, LLC [Member]
Parent Company [Member]
USD ($)
|
Feb. 01, 2014
Subsequent Event [Member]
Toys-Europe [Member]
Parent Company [Member]
USD ($)
|
Feb. 02, 2013
Minimum [Member]
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
|
Jan. 28, 2012
Minimum [Member]
Toys-Japan one point eight five percent two point eight five percent loans due fiscals two thousand thirteen two thousand sixteen [Member]
|
Jan. 28, 2012
Vanwall Finance PLC
USD ($)
|
Jan. 29, 2011
Vanwall Finance PLC
USD ($)
|
Jan. 28, 2012
Vanwall Finance PLC
Parent Company [Member]
USD ($)
|
Feb. 02, 2013
Vanwall Finance PLC
Parent Company [Member]
USD ($)
|
|||||||||||||||||||||||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties, Noncurrent | $ 770 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory Note Received as Dividend | 887 | 509 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction, Due from (to) Related Party | (189) | (204) | 631 | 229 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt | 5,329 | 5,161 | 872 | 824 | 265 | 0 | [1],[2] | 398 | [1],[2] | 0 | [3] | 398 | [3] | 22 | [4] | 22 | [4] | 22 | [5] | 22 | [5] | 107 | [6] | 166 | [6] | 6 | 520 | 446 | [1],[2] | 0 | [1],[2] | 446 | [3] | 0 | [3] | 934 | [7] | 931 | [7] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncash Distributions Paid to Parent Company by Consolidated Subsidiaries | 63 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Due from Related Parties, Current | 22 | 124 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Payable | 35 | 23 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income tax benefit | (53) | 1 | 35 | (105) | (33) | (65) | (53) | 1 | 35 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 400.0 | 400.0 | 200.0 | 450.0 | 450.0 | 950.0 | 36.0 | 17.0 | 36.0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payments to Acquire Held-to-maturity Securities | 26 | 9 | 26 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.875% | 7.875% | 7.875% | 7.875% | 7.875% | 7.875% | 8.75% | 8.75% | 8.75% | 8.75% | 2.60% | 2.60% | 10.375% | 10.375% | 10.375% | 10.375% | 10.375% | 10.375% | 7.625% | 7.625% | 10.75% | 10.75% | 10.75% | 1.85% | 1.85% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt, Fair Value | 5,400 | 5,200 | 829 | 789 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | (480) | (442) | (521) | (83) | (77) | (133) | (2) | (2) | (2) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Guarantee Percentage | 80.00% | 80.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Debt Instruments | 2,000 | 2,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-guaranteed Percentage | 20.00% | 20.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility, Future Borrowings, Amount Guaranteed | 38 | 293 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Average Remaining Maturity of Foreign Currency Derivatives | 12 months | 12 months | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash Distributions Paid to Parent Company by Consolidated Subsidiaries | 203 | 680 | 194 | 129 | 616 | 129 | 72 | 64 | 64 | 519 | 32 | 25 | 25 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Cash Distributions, Return of Capital | 10 | 4 | 14 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capital Contribution | $ 30 | $ 5 | $ 79 | $ 21 | $ 274 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 70.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Percentage, Additional Ownership Interest Acquired | 9.00% | 9.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
FAIR VALUE MEASUREMENTS - Unobservable Input Reconciliation (Details) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Feb. 02, 2013
|
Jan. 28, 2012
|
|||||||
Fair Value Assets And Liablities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||||
Transfers out of Level 3 | $ (18) | [1] | ||||||
Derivative [Member]
|
||||||||
Fair Value Assets And Liablities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||||
Beginning balance | (7) | (16) | ||||||
Gain on the change in fair value | 5 | [2] | 27 | [2] | ||||
Settlements | 2 | |||||||
Ending balance | $ 0 | $ (7) | ||||||
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Temporary Equity - Noncontrolling Interest (Details) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | |||
---|---|---|---|---|
Feb. 02, 2013
|
Jan. 28, 2012
|
Jan. 29, 2011
|
Oct. 31, 2011
|
|
Temporary Equity Disclosure [Abstract] | ||||
Temporary Equity - Noncontrolling interest | $ 49 | $ 29 | $ 24 | |
Less: Net earnings (loss) attributable to noncontrolling interest | 1 | 2 | (1) | |
Adjustment of noncontrolling interest to redemption value | $ 19 | $ 3 |
SHORT-TERM BORROWINGS AND LONG-TERM DEBT
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Feb. 02, 2013
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SHORT-TERM BORROWINGS AND LONG-TERM DEBT | NOTE 2 — SHORT-TERM BORROWINGS AND LONG-TERM DEBT A summary of the Company’s consolidated Short-term borrowings and Long-term debt as well as the effective interest rates on our outstanding variable rate debt as of February 2, 2013 and January 28, 2012, respectively, is outlined in the table below:
As of February 2, 2013, we had total indebtedness of $5.3 billion, of which $3.2 billion was secured indebtedness. Toys “R” Us, Inc. is a holding company and conducts its operations through its subsidiaries, certain of which have incurred their own indebtedness. Our credit facilities, loan agreements and indentures contain customary covenants, including, among other things, covenants that restrict our ability to:
The amount of net assets that were subject to such restrictions was approximately $853 million as of February 2, 2013. Our agreements also contain various and customary events of default with respect to the indebtedness, including, without limitation, the failure to pay interest or principal when the same is due under the agreements, cross default provisions, the failure of representations and warranties contained in the agreements to be true and certain insolvency events. If an event of default occurs and is continuing, the principal amounts outstanding thereunder, together with all accrued and unpaid interest and other amounts owed thereunder, may be declared immediately due and payable by the lenders. We are dependent on the borrowings provided by the lenders to support our working capital needs, capital expenditures and service debt. As of February 2, 2013, we have funds available to finance our operations under our European and Australian asset-based revolving credit facility (“European ABL Facility”) through March 2016, our Secured revolving credit facility (“ABL Facility”) through August 2015 and our Toys-Japan unsecured credit lines with a tranche maturing June 2013 and a tranche maturing June 2014. In addition, Labuan and Toys-Japan have uncommitted lines of credit due on demand. The total fair values of our Long-term debt, with carrying values of $5.3 billion and $5.2 billion at February 2, 2013 and January 28, 2012, were $5.4 billion and $5.2 billion, respectively. The fair values of our Long-term debt are estimated using the quoted market prices for the same or similar issues and other pertinent information available to management as of the end of the respective periods. A portion of these instruments are classified as Level 3, as these are not publicly traded and therefore we are unable to obtain quoted market prices. The fair value of these Level 3 debt instruments totaled approximately $1.1 billion at February 2, 2013 and January 28, 2012. The annual maturities of our Short-term borrowings and Long-term debt, including current portions, at February 2, 2013 are as follows:
Labuan uncommitted lines of credit, due on demand ($14 million at February 2, 2013) Labuan has several uncommitted unsecured lines of credit with various financial institutions with total availability of HK$331 million ($43 million at February 2, 2013). As of February 2, 2013, we had $14 million of borrowings, which has been included in Accrued expenses and other liabilities on our Consolidated Balance Sheet, and $3 million of bank guarantees issued under these facilities. The remaining availability under these facilities was $26 million. The average interest rate on the drawn borrowings was 2.06% and 2.52% as of February 2, 2013 and January 28, 2012, respectively. Toys-Japan unsecured credit lines, expire fiscals 2013-2014 ($27 million at February 2, 2013) Toys-Japan currently has an agreement with a syndicate of financial institutions, which includes the Tranche 1 and Tranche 2 unsecured loan commitment lines of credit. On June 25, 2012, Toys-Japan amended the terms of Tranche 1. Tranche 1 is available in amounts up to ¥12.9 billion ($139 million at February 2, 2013), expiring on June 28, 2013, and bears an interest rate of Tokyo Interbank Offered Rate (“TIBOR”) plus 0.80% per annum. We paid fees of less than $1 million to amend Tranche 1, which are capitalized as deferred debt issuance costs and amortized over the term of the agreement. As of February 2, 2013, deferred debt issuance costs for this agreement were nominal and have been included in Other assets on our Consolidated Balance Sheets. At February 2, 2013, we had outstanding borrowings of $11 million under Tranche 1, with $128 million of remaining borrowing availability. Additionally, on June 25, 2012, Toys-Japan entered into an agreement with a syndicate of financial institutions to refinance Tranche 2. Tranche 2 is available in amounts of up to ¥12.0 billion ($129 million at February 2, 2013), expiring on June 27, 2014, and bears an interest rate of TIBOR plus 0.80% per annum. We paid fees of approximately $2 million to refinance Tranche 2, which are capitalized as deferred debt issuance costs and amortized over the term of the agreement. As of February 2, 2013, deferred debt issuance costs for this agreement were $1 million and have been included in Other assets on our Consolidated Balance Sheets. At February 2, 2013, we had outstanding borrowings of $16 million under Tranche 2, with $113 million of remaining availability. The agreement contains covenants, including, among other things, covenants that require Toys-Japan to maintain a certain level of net assets and profitability during the agreement terms. The agreement also restricts Toys-Japan from paying dividends or making loans to affiliates without lender consent. Additionally, Toys-Japan has an uncommitted line of credit with total availability of ¥2.8 billion ($31 million at February 2, 2013), which will renew April 1 of each year unless otherwise canceled. The uncommitted line of credit bears an interest rate of TIBOR plus 0.50%. As of February 2, 2013, we had no outstanding borrowings under the uncommitted line of credit. $1.85 billion senior secured revolving credit facility, expires fiscal 2015 ($0 million at February 2, 2013) The ABL Facility provides for $1.85 billion of revolving commitments maturing on August 10, 2015, which could increase by $650 million, subject to certain conditions. The ABL Facility bears a tiered floating interest rate of London Interbank Offered Rate (“LIBOR”) plus a margin of between 2.50% and 3.00% depending on usage, or, at the option of Toys-Delaware, an interest rate equal to a prime rate plus a margin of between 1.50% and 2.00% depending on usage. In addition, the ABL Facility requires the Company to pay, on a quarterly basis, a tiered unused commitment fee ranging from 0.375% to 0.625% of the average daily balance of unused commitments. This secured revolving credit facility is available for general corporate purposes and the issuance of letters of credit. Borrowings under this credit facility are secured by tangible and intangible assets of Toys-Delaware and certain of its subsidiaries, subject to specific exclusions stated in the credit agreement. The credit agreement contains covenants, including, among other things, covenants that restrict Toys-Delaware’s ability to incur certain additional indebtedness, create or permit liens on assets, engage in mergers or consolidations, pay dividends, repurchase capital stock, make other restricted payments, make loans or advances, engage in transactions with affiliates, or amend material documents. The ABL Facility requires Toys-Delaware to maintain minimum excess availability at all times of no less than $125 million and to sweep cash toward prepayment of the loans if excess availability falls below $150 million for any three days in a 30-day period. Availability is determined pursuant to a borrowing base, consisting of specified percentages of eligible inventory and eligible credit card receivables and certain real estate less any applicable availability reserves. At February 2, 2013, under our ABL facility, we had no outstanding borrowings, a total of $113 million of outstanding letters of credit and excess availability of $979 million. This amount is also subject to the minimum excess availability covenant, which was $125 million at February 2, 2013, with remaining availability of $854 million in excess of the covenant. At February 2, 2013, deferred debt issuance costs for this credit facility were $32 million and have been included in Other assets on our Consolidated Balance Sheets. European ABL Facility, expires fiscal 2016 ($0 million at February 2, 2013) On March 8, 2011, certain of our foreign subsidiaries amended and restated the credit agreement for the European ABL in order to extend the maturity date of the facility and amend certain other provisions. The European ABL Facility, as amended provides for a five-year £128 million asset-based senior secured revolving credit facility which will expire on March 8, 2016. Additionally, on April 29, 2011, we partially exercised the accordion feature which increased availability to include additional lender commitments. This increased the size of the facility from £128 million to £138 million ($217 million at February 2, 2013). Loans under the European ABL Facility bear interest at a rate of LIBOR or the Euro Interbank Offered Rate (“EURIBOR”) plus a margin of 2.25%, 2.50% or 2.75% depending on historical excess availability. In addition, a commitment fee accrues on any unused portion of the commitments at a rate per annum of 0.375% or 0.50% based on usage. In connection with the amendment and restatement of the credit agreement, we incurred approximately $6 million in additional fees which were capitalized as deferred debt issuance costs and amortized over the term of the agreement. At February 2, 2013, deferred debt issuance costs for this credit facility were $7 million and have been included in Other assets on our Consolidated Balance Sheets. Borrowings under the European ABL Facility are subject, among other things, to the terms of a borrowing base derived from the value of eligible inventory and/or eligible accounts receivable of certain of Toys “R” Us Europe, LLC’s (“Toys Europe”) and Toys “R” Us Australia Holdings, LLC’s (“Toys Australia”) subsidiaries organized in Australia, England and France. The terms of the European ABL Facility include a customary cash dominion trigger requiring the cash of certain of Toys Europe’s and Toys Australia’s subsidiaries to be applied to pay down outstanding loans if availability falls below certain thresholds. The European ABL Facility also contains a springing fixed charge coverage ratio of 1.00 to 1.00 based on earnings before interest, taxes, depreciation and amortization (“EBITDA”) (as defined in the agreement governing the European ABL Facility) and fixed charges of Toys Europe, Toys Australia and their subsidiaries. Borrowings under the European ABL Facility are guaranteed by Toys Europe, Toys Australia and certain of their material subsidiaries, with certain customary local law limitations and to the extent such guarantees do not result in adverse tax consequences. Borrowings are secured by substantially all of the assets of Toys Europe, Toys Australia and the UK and Australian obligors, as well as by share pledges over the shares of certain other material subsidiaries and pledges over certain of their assets (including bank accounts and certain receivables). The European ABL Facility contains covenants that, among other things, restrict the ability of Toys Europe and Toys Australia and their respective subsidiaries to incur certain additional indebtedness, create or permit liens on assets, repurchase or pay dividends or make certain other restricted payments on capital stock, make acquisitions or investments or engage in mergers or consolidations. At February 2, 2013, we had no outstanding borrowings and $116 million of availability under the European ABL Facility. €61 million French real estate credit facility, due fiscal 2013 ($83 million at February 2, 2013) On January 23, 2006, our indirect wholly-owned subsidiary, TRU France Real Estate, entered into a French real estate credit facility. TRU France Real Estate owns freehold and long leasehold interests in properties in various retail markets throughout France. Under an operating company/property company structure, TRU France Real Estate leases these properties on a triple-net basis to Toys “R” Us SARL (“France Opco”). Substantially all of TRU France Real Estate’s revenues and cash flows are derived from payments from France Opco under a series of uniform lease agreements. The facility was secured by, among other things, selected French real estate. The original maturity date for the loan was February 1, 2013 and had an interest rate of EURIBOR plus 1.50% plus mandatory costs per annum. On January 23, 2013, TRU France Real Estate received an extension for the maturity date of its €61 million ($83 million at February 2, 2013) facility agreement. The lender extended the final repayment date from February 1, 2013 to February 28, 2013 and waived TRU France Real Estate’s obligation to maintain a hedge agreement of the facility agreement during the extension period. At February 2, 2013, deferred debt issuance costs for this facility were $2 million and have been included in Other assets on our Consolidated Balance Sheets. Subsequent Event On February 27, 2013, TRU France Real Estate entered into the France Propco Facility Agreement for an aggregate principal amount of €48 million ($63 million at February 27, 2013). The net proceeds of the loan under the France Propco Facility Agreement, together with cash on hand, were used to repay the principal balance of the €61 million ($80 million at February 27, 2013) French real estate credit facility due fiscal 2013. TRU France Real Estate owns freehold and long leasehold interests in properties in various retail markets throughout France. Under an operating company/property company structure, TRU France Real Estate leases these properties on a triple-net basis to France Opco. Substantially all of TRU France Real Estate’s revenues and cash flows are derived from payments from France Opco under a series of amended lease agreements. The loan is secured by nine properties located in France. The France Propco Facility Agreement will mature on February 27, 2018 and bears interest equal to EURIBOR plus 4.50%. We have entered into an interest rate cap as required under the France Propco Facility Agreement capping EURIBOR at 2.50% per annum. Additionally, TRU France Real Estate is required to make principal payments equal to 1.25% per year of the outstanding balance of the loan. As such, approximately $1 million has been classified as Current portion of long-term debt on our Consolidated Balance Sheet. The France Propco Facility Agreement contains covenants that, among other things, restrict the ability of TRU France Real Estate to incur additional indebtedness, pay dividends or make other distributions, make restricted payments or certain investments, create or permit liens on assets, sell assets or engage in mergers or consolidations. The agreement also contains financial covenants including a loan to value covenant and an interest coverage ratio covenant relating to France Propco. £346 million UK real estate senior and £60 million UK real estate junior credit facilities, due fiscal 2013 ($543 million and $94 million at February 2, 2013, respectively) On February 8, 2006, UK Propco entered into a series of secured senior and junior loans with Vanwall as the Issuer and Senior Lender and The Royal Bank of Scotland PLC as Junior Lender. UK Propco owns freehold and long leasehold interests in properties in various retail markets throughout the United Kingdom. Under an operating company/property company structure, UK Propco leases these properties on a triple-net basis to Toys “R” Us Limited (“UK Opco”). Substantially all of UK Propco’s revenues and cash flows are derived from payments from UK Opco under a series of uniform lease agreements. These facilities were secured by, among other things, selected UK real estate. The UK real estate senior credit facility bore interest of 5.02% plus mandatory costs. The UK real estate junior credit facility bore interest at an annual rate of LIBOR plus a margin of 2.25% plus mandatory costs. At February 2, 2013, deferred debt issuance costs for these credit facilities were nominal and have been included in Other assets on our Consolidated Balance Sheets. Vanwall is a variable interest entity established with the limited purpose of issuing and administering the notes under the credit agreement with UK Propco. On February 9, 2006, Vanwall issued £355.8 million of multiple classes of commercial mortgage backed floating rate notes (the “Floating Rate Notes”) to third party investors (the “Bondholders”), which are publicly traded on the Irish Stock Exchange Limited. The proceeds from the Floating Rate Notes issued by Vanwall were used to fund the Senior Loan to UK Propco. Pursuant to the credit agreement, Vanwall was required to maintain an interest rate swap which effectively fixed the variable LIBOR rate at 4.56%, the same as the fixed interest rate less the applicable credit spread paid by UK Propco to Vanwall. The fair value of this interest rate swap was a liability of approximately $4 million and $22 million at February 2, 2013 and January 28, 2012, respectively. For further details regarding the consolidation of Vanwall, refer to Note 1 entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.” Subsequent Event On March 25, 2013, UK Propco entered into the New UK Propco Facility Agreement with Debussy, pursuant to which Debussy made the New UK Propco Loan to UK Propco on March 28, 2013 in the aggregate principal amount of £263 million ($400 million at March 28, 2013). The net proceeds of the New UK Propco Loan, together with cash on hand, were used to repay the principal balance of £406 million ($616 million at March 28, 2013) outstanding under the UK real estate credit facilities described above. UK Propco owns freehold and long leasehold interests in properties in various retail markets throughout the United Kingdom. Under an operating company/property company structure, UK Propco leases these properties on a triple-net basis to UK Opco. Substantially all of UK Propco's revenues and cash flows will be derived from payments from UK Opco under a series of amended lease agreements. The New UK Propco Loan is secured by, among other things, 31 owned and leased properties held by UK Propco, certain cash reserve accounts and the stock of UK Propco. The New UK Propco Loan bears interest on a weighted average basis of 6.87% per annum plus mandatory costs and matures on July 7, 2020. The New UK Propco Facility Agreement contains covenants that restrict the ability of UK Propco to incur certain additional indebtedness, make restricted payments or certain investments, create or permit liens on assets, dispose of properties, acquire further property, vary or terminate the lease agreements referred to above, conclude further leases or engage in mergers or consolidations. If an event of default, including an event resulting from the failure to comply with an interest coverage ratio applicable to UK Propco, under the New UK Propco Loan occurs and is continuing, the principal amount outstanding, together with all accrued and unpaid interest and other amounts owed may be declared by the lenders or become immediately due and payable. The loans are subject to mandatory prepayments in certain cases, including from the proceeds of certain permitted property disposals, and UK Propco may optionally prepay the loans at any time, provided that prior to July 7, 2015 and subject to certain exceptions, the loans may only be prepaid in full. Any prepayment prior to July 7, 2015, subject to certain exceptions, shall be subject to a “make whole” premium. Any prepayment occurring during the first, second and third year after July 7, 2015 are subject to a prepayment fee equal to 3%, 2% and 1%, respectively, of the amount of the loan prepaid. Debussy is a special purpose entity established with the limited purpose of making loans and issuing £263 million ($400 million as of March 28, 2013) of the Debussy Notes to third party investors and the Company. The Company purchased £13 million ($20 million as of March 28, 2013) principal amount of the various classes of the Debussy Notes. The proceeds from the Debussy Notes were used to fund the New UK Propco Loan. For further details regarding the consolidation of Debussy, refer to Note 1 entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES”. Prior to the refinancing of the UK real estate credit facilities, we designated UK Propco as a “restricted subsidiary” under the indenture for the 2017 Notes. In addition, in connection with the refinancing we expect the Vanwall notes we own to be repaid in April 2013. 7.875% senior notes, due fiscal 2013 ($0 million at February 2, 2013) On August 1, 2012, we redeemed the outstanding principal amount of the 2013 Notes for a total redemption price, including fees, of approximately $400 million. €75 million Spanish real estate credit facility, due fiscal 2015 ($102 million at February 2, 2013) On January 29, 2013, TRU Iberia Real Estate entered into the Spain Propco Facility Agreement for an aggregate principal amount of €75 million ($102 million at February 2, 2013). The net proceeds of the loan under the Spain Propco Facility Agreement, together with cash on hand were used to provide funds to repay the principal amount under the €126 million ($170 million at January 29, 2013) Spanish real estate credit facility due fiscal 2012. TRU Iberia Real Estate owns freehold and long leasehold interests in properties in various retail markets throughout Spain. Under an operating company/property company structure, TRU Iberia Real Estate leases these properties on a triple-net basis to Toys “R” Us Iberia, SA (“Spain Opco”). Substantially all of TRU Iberia Real Estate’s revenues and cash flows are derived from payments from Spain Opco under a series of uniform lease agreements. The loan is secured by 26 properties located in Spain. The Spain Propco Facility Agreement will mature on January 29, 2016 and bears interest equal to the EURIBOR plus 6.00%. We have entered into an interest rate cap as required under the Spain Propco Facility Agreement capping EURIBOR at 2.00% per annum. TRU Iberia Real Estate is required to repay the principal of the loan in installments equal to €22.5 million, €22.5 million and €30 million in the first, second and third years of the loan, respectively. As such, €22.5 million ($31 million at February 2, 2013) has been classified as Current portion of long-term debt on our Consolidated Balance Sheet. We incurred transaction fees of $7 million, which are capitalized as deferred debt issuance costs, amortized over the term of the agreement and included in Other assets on our Consolidated Balance Sheet. Our Parent Company has provided the lenders with a deficiency guarantee with respect to certain losses the lenders may suffer in certain circumstances. The Spain Propco Facility Agreement contains covenants that, among other things, restrict the ability of TRU Iberia Real Estate to incur additional indebtedness, pay dividends or make other distributions, make restricted payments or certain investments, create or permit liens on assets, sell assets or engage in mergers or consolidations. The agreement also contains financial covenants including a loan to value covenant, an interest coverage ratio covenant and an EBITDA to rent covenant related to Spain Opco. Toys-Japan bank loans (1.85% to 2.85%), due fiscals 2013-2016 ($107 million at February 2, 2013) Toys-Japan had five bank loans with various financial institutions totaling $107 million at February 2, 2013. On September 30, 2010, Toys-Japan entered into an agreement with a syndicate of financial institutions to refinance three bank loans, which matured on January 17, 2011. Under a new agreement, which began on January 17, 2011, the loan for ¥11.5 billion will mature on January 29, 2016 and bears an interest rate of TIBOR plus 1.50% per annum. In conjunction with the new agreement we entered into an interest rate swap, converting the variable rate of interest to a fixed rate of 2.45% on January 17, 2011. The swap has been designated as a cash flow hedge. Toys-Japan is required to make principal payments of approximately ¥1.6 billion ($17 million at February 2, 2013) annually in January of each year, commencing January 2012, with the remaining principal and interest due upon maturity. As of February 2, 2013, the outstanding balance of this loan was ¥8.2 billion or $89 million. On February 28, 2011, Toys-Japan entered into a bank loan with a financial institution totaling ¥1.0 billion. The loan will mature on February 25, 2016 and bears an interest rate of 1.85% per annum. As of February 2, 2013, the balance of this loan was ¥770 million or $8 million. The remaining three bank loans, representing $10 million, are amortizing and mature between fiscal 2013 and fiscal 2014, one of which matured on March 25, 2013 with a balance of $2 million. As of February 2, 2013, deferred debt issuance costs for these agreements were $1 million and have been included in Other assets on our Consolidated Balance Sheets. These agreements contain covenants, including, among other things, covenants that require Toys-Japan to maintain a certain level of net assets and profitability during the agreement terms. The agreement also restricts Toys-Japan from paying dividends or making loans to affiliates without lender consent. Subsequent Event On February 28, 2013, Toys-Japan entered into a bank loan with a financial institution for ¥2.0 billion ($22 million at February 28, 2013). The loan will mature on February 26, 2021 and bears an interest rate of 2.18% per annum. Toys-Japan is required to make semi-annual principal payments of ¥125 million ($1 million at February 28, 2013), commencing August 2013. 7.375% senior secured notes, due fiscal 2016 ($361 million at February 2, 2013) On August 24, 2010, Toys-Delaware completed the offering of the 7.375% Senior Secured Notes (the “Toys-Delaware Secured Notes”). These notes were issued at par. In conjunction with the offering, we entered into a receive-fixed, pay variable interest rate swap on December 7, 2010. The swap has been designated as a fair value hedge. Investment funds or accounts advised by KKR owned an aggregate of $5 million of the Toys-Delaware Secured Notes as of February 2, 2013. At February 2, 2013, deferred debt issuance costs for the Toys-Delaware Secured Notes were $6 million and have been included in Other assets on our Consolidated Balance Sheets. The indenture governing the Toys-Delaware Secured Notes contains covenants, including, among other things, covenants that restrict the ability of Toys-Delaware to incur additional indebtedness, sell assets, enter into affiliate transactions, pay dividends or make other distributions, make investments and other restricted payments or create liens. These covenants are subject to a number of important qualifications and limitations. Certain covenants will be suspended at any time the Toys-Delaware Secured Notes are rated “investment grade.” As of February 2, 2013, the Toys-Delaware Secured Notes are not “investment grade.” In addition, the indenture contains other customary terms and covenants, including certain events of default after which the Toys-Delaware Secured Notes may be declared or become due and payable immediately. The Toys-Delaware Secured Notes may be redeemed, in whole or in part, at any time prior to September 1, 2013, at a price equal to 100% of the principal amount plus a “make-whole” premium, plus accrued and unpaid interest, if any, as of the date of redemption. The Toys-Delaware Secured Notes will be redeemable, in whole or in part, at any time on or after September 1, 2013 at the specified redemption prices, plus accrued and unpaid interest. Toys-Delaware may also redeem up to 35% of the Toys-Delaware Secured Notes prior to September 1, 2013, with the net cash proceeds from certain equity offerings at a redemption price equal to 107.375% of the principal amount of the Toys-Delaware Secured Notes plus accrued and unpaid interest to the date of redemption. Following specified kinds of changes of control with respect to us or Toys-Delaware, Toys-Delaware will be required to offer to purchase the Toys-Delaware Secured Notes at a purchase price in cash equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. Interest on the Toys-Delaware Secured Notes is payable in cash semi-annually in arrears through maturity on March 1 and September 1 of each year, commencing on March 1, 2011. The Toys-Delaware Secured Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Further, the Toys-Delaware Secured Notes are guaranteed by certain of Toys-Delaware subsidiaries and the borrowings thereunder are secured by the trademarks and certain other intellectual property of Geoffrey, LLC, our wholly owned subsidiary, and the assets securing the ABL Facility including inventory, accounts receivable, equipment and certain other personal property owned or acquired by Toys-Delaware and certain of its subsidiaries. The Toys-Delaware Secured Notes are secured on a pari passu basis with the obligations under the Secured Term Loan Facility and the Incremental Secured Term Loan as described below. Secured term loan facility, due fiscal 2016 ($677 million at February 2, 2013) Concurrent with the offering of the Toys-Delaware Secured Notes, Toys-Delaware amended and restated the secured term loan originally due fiscal 2012 to extend the maturity date of this loan facility and amend certain other provisions. The amended secured term loan facility is in an aggregate principal amount of $700 million (the “Secured Term Loan Facility”) and was issued at a discount of $11 million which resulted in the receipt of gross proceeds of $689 million. Investment funds or accounts advised by KKR owned an aggregate of $67 million and $37 million of the Secured Term Loan Facility as of February 2, 2013 and January 28, 2012, respectively. The Secured Term Loan Facility bears interest equal to LIBOR (with a floor of 1.50%) plus 4.50%, which is subject to a step down of 0.25% based on total leverage. In addition, pursuant to the terms of the agreement, Toys-Delaware is required to make quarterly principal payments equal to 0.25% ($7 million per year) of the original principal amount of the loan. As such, this amount has been classified as Current portion of long-term debt on our Consolidated Balance Sheet as of February 2, 2013. Fees paid in connection with the offering of the Secured Term Loan Facility totaled approximately $15 million and are deferred and expensed over the life of the instrument. At February 2, 2013, deferred debt issuance costs for the Secured Term Loan Facility were $10 million and have been included in Other assets on our Consolidated Balance Sheets. The Secured Term Loan Facility as amended, provides for, among other things, an accordion feature that allows Toys-Delaware to request one or more additional term loans be added to the Secured Term Loan Facility in an aggregate principal amount of up to $700 million, to be reduced on a dollar-for-dollar basis by the aggregate principal amount of one or more additional series of senior secured notes that may be issued after the date of the initial issuance of the Toys-Delaware Secured Notes. We exercised a portion of the accordion feature on May 25, 2011 by adding a new tranche of term loans in an aggregate principal amount of $400 million due fiscal 2018. Refer to “Incremental Secured Term Loan” section below. Additionally, on April 10, 2012, we also exercised a portion of the accordion feature by adding a new tranche of term loans in an aggregate principal amount of $225 million due fiscal 2018. Refer to the “Second Incremental Secured Term Loan” section below. The Secured Term Loan Facility contains customary covenants applicable to Toys-Delaware and certain of its subsidiaries, including, among other things, covenants that restrict the ability of Toys-Delaware and certain of its subsidiaries to incur certain additional indebtedness, create or permit liens on assets, or engage in mergers or consolidations, pay dividends, repurchase capital stock, make other restricted payments, make loans or advances, engage in transactions with affiliates, or amend material documents. These covenants are subject to certain exceptions, including among other things to allow for the debt represented by the Toys-Delaware Secured Notes, certain other additional debt incurrences including unsecured, later-maturing debt subject to a fixed charge coverage test and the provision of a cumulative credit exception allowing for Toys-Delaware and certain of its subsidiaries to make investments, pay dividends and make certain other restricted payments subject to Toys-Delaware meeting a fixed charge coverage test. If an event of default under the Secured Term Loan Facility occurs and is continuing, the principal amount outstanding, together with all accrued and unpaid interest and other amounts owed may be declared by the lenders or become immediately due and payable. Toys-Delaware may optionally prepay the outstanding principal balance of the loan at any time. Further, the Secured Term Loan Facility is guaranteed by certain of Toys-Delaware subsidiaries and the borrowings thereunder are secured by the trademarks and certain other intellectual property of Geoffrey, LLC, Toys-Delaware’s wholly owned subsidiary, and the assets securing the ABL Facility including inventory, accounts receivable, equipment and certain other personal property owned or acquired by Toys-Delaware and certain of its subsidiaries. The Secured Term Loan Facility is secured on a pari passu basis with the obligations under the Toys-Delaware Secured Notes and the Incremental Secured Term Loan. 10.750% senior notes, due fiscal 2017 ($934 million at February 2, 2013) On July 9, 2009, TRU Propco I, formerly known as TRU 2005 RE Holding Co. I, LLC, one of our wholly-owned subsidiaries, completed the offering of $950 million aggregate principal amount of senior unsecured 10.750% notes due 2017 (the “Propco I Notes”). TRU Propco I’s wholly-owned special purpose subsidiaries own fee and leasehold interests in properties in various retail markets throughout the United States. Under an operating company/property company structure, TRU Propco I leases these properties on a triple-net basis to Toys-Delaware, which operates the properties as Toys “R” Us stores, Babies “R” Us stores or side-by-side stores, or subleases them to alternative retailers. Substantially all of TRU Propco I’s revenues and cash flows are derived from payments from Toys-Delaware under an Amended and Restated Master Lease Agreement. The rent under the TRU Propco I Amended and Restated Master Lease will increase by 10% every five years during its 20-year term. The Propco I Notes were issued at a discount of $25 million which resulted in the receipt of proceeds of $925 million. At February 2, 2013, deferred debt issuance costs for these notes were $13 million and have been included in Other assets on our Consolidated Balance Sheets. The Propco I Notes are solely the obligation of TRU Propco I and its wholly-owned subsidiaries (the “Guarantors”) and are not guaranteed by the Parent Company or Toys-Delaware. The Propco I Notes are guaranteed by the Guarantors, jointly and severally, fully and unconditionally, and the indenture governing the Propco I Notes contains covenants, including, among other things, covenants that restrict the ability of TRU Propco I and the Guarantors to incur additional indebtedness, sell assets, enter into affiliate transactions, pay dividends or make other distributions, make other restricted payments and investments, create liens, and impose restrictions on the ability of the Guarantors to pay dividends or make other payments. The indenture governing the Propco I Notes also contains covenants that limit the ability of the Parent Company to cause or permit Toys-Delaware to incur indebtedness, pay dividends, make distributions or make other restricted payments and investments. These covenants are subject to a number of important qualifications and limitations. The Propco I Notes may be redeemed, in whole or in part, at any time prior to July 15, 2013 at a price equal to 100% of the principal amount plus a “make-whole” premium, plus accrued and unpaid interest to the date of redemption. The Propco I Notes will be redeemable, in whole or in part, at any time on or after July 15, 2013, at the specified redemption prices, plus accrued and unpaid interest, if any. Following specified kinds of changes of control with respect to the Parent Company, Toys-Delaware or TRU Propco I, TRU Propco I will be required to offer to purchase the Propco I Notes at a purchase price in cash equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to but not including the purchase date. Interest on the Propco I Notes is payable in cash semi-annually in arrears through maturity on January 15 and July 15 of each year. In accordance with the indenture governing the Propco I Notes, TRU Propco I commenced a tender offer on May 14, 2012 to purchase up to an aggregate principal amount of approximately $33 million of the Propco I Notes for approximately $32 million in cash. The tender offer expired on June 13, 2012, with no holders opting to tender. Therefore, as permitted by the indenture, TRU Propco I made a cash distribution of approximately $32 million to the Parent Company on June 21, 2012. 10.375% senior notes, due fiscal 2017 ($446 million at February 2, 2013) On August 1, 2012, we completed the offering of the 2017 Notes. The 2017 Notes were issued at a discount of approximately $4 million, which resulted in gross proceeds of approximately $446 million. The gross proceeds were used to pay transaction fees of approximately $14 million, which are capitalized as deferred debt issuance costs and amortized over the term of the 2017 Notes. Investment funds or accounts advised by KKR owned an aggregate of $14 million of the 2017 Notes as of February 2, 2013. The net proceeds were used to redeem the outstanding 2013 Notes, including premiums, and for general corporate purposes. As a result of the repayment of the 2013 Notes, we expensed less than $1 million of deferred debt issuance costs. The 2017 Notes are solely the obligation of the Parent Company and are not guaranteed by Toys-Delaware or any of our other subsidiaries. At February 2, 2013, deferred debt issuance costs for these notes were $12 million and have been included in Other assets on our Consolidated Balance Sheets. The indenture governing the 2017 Notes contain covenants, including, among other things, covenants that restrict the ability of the Company and its restricted subsidiaries to incur additional indebtedness, pay dividends or make other distributions, make investments and other restricted payments, create liens, sell assets, incur restrictions on the ability of a subsidiary to pay dividends or make other payments, enter into certain transactions with affiliates and consolidate, merge, sell or otherwise dispose of all or substantially all of their assets. These covenants are subject to a number of important qualifications and exceptions and will not be applicable to any of our subsidiaries that are designated as “unrestricted subsidiaries.” As of the issue date of the 2017 Notes, UK Propco and TRU Asia, LLC, our joint venture for Asia (other than Japan), were unrestricted subsidiaries. As of March 25, 2013, UK Propco is no longer an unrestricted subsidiary. Certain covenants will be suspended at any time the 2017 Notes are rated “investment grade.” As of February 2, 2013, the 2017 Notes are not “investment grade.” In addition, the indenture contains customary terms and covenants, including certain events of default after which the 2017 Notes may be due and payable immediately. The 2017 Notes may be redeemed, in whole or in part, at any time prior to February 15, 2015 at a price equal to 100% of the aggregate principal amount of the 2017 Notes plus a “make-whole” premium, plus accrued and unpaid interest to the date of redemption. The 2017 Notes will be redeemable, in whole or in part, at any time on or after February 15, 2015 at the specified redemption prices, plus accrued and unpaid interest, if any, to the redemption date. In addition, we may redeem up to 40% of the 2017 Notes before February 15, 2015 with the net cash proceeds from certain equity offerings. Following specified kinds of changes of control, we will be required to make an offer to repurchase all of the 2017 Notes at a purchase price of 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date. Interest on the 2017 Notes is payable in cash semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2013. On October 11, 2012, pursuant to a registration rights agreement that we entered into in connection with the offering of the 2017 Notes, we commenced a registered exchange offer for the 2017 Notes pursuant to a registration statement under the Securities Act. The exchange offer was completed on November 9, 2012 with 100% of the 2017 Notes exchanged for registered 2017 Notes. 8.500% senior secured notes, due fiscal 2017 ($718 million at February 2, 2013) On November 20, 2009, TRU Propco II, formerly known as Giraffe Properties, LLC, an indirect wholly-owned subsidiary, completed the offering of $725 million aggregate principal amount of senior secured 8.500% notes due 2017 (the “Propco II Notes”). TRU Propco II owns fee and ground leasehold interests in properties in various retail markets throughout the United States. Under an operating company/property company structure, TRU Propco II leases these properties on a triple-net basis to Toys-Delaware. Substantially all of TRU Propco II’s revenues and cash flows are derived from payments from Toys-Delaware under the master lease agreement between TRU Propco II as landlord and Toys-Delaware as tenant (the “TRU Propco II Master Lease”). The rent under the TRU Propco II Master Lease will increase by 10% every five years during its 20-year term. The Propco II Notes were issued at a discount of $10 million which resulted in the receipt of proceeds of $715 million. Investment funds or accounts advised by KKR owned an aggregate of $5 million and $2 million of the Propco II Notes as of February 2, 2013 and January 28, 2012, respectively. The Propco II Notes are solely the obligation of TRU Propco II and are not guaranteed by the Parent Company or Toys-Delaware or any of our other subsidiaries. The Propco II Notes are secured by the first priority security interests in all of the existing and future real estate properties of TRU Propco II and its interest in the TRU Propco II Master Lease. Those real estate properties and interests in the TRU Propco II Master Lease are not available to satisfy or secure the obligations of the Company or its affiliates, other than the obligations of TRU Propco II under the Propco II Notes. At February 2, 2013, deferred debt issuance costs for these notes were $17 million and have been included in Other assets on our Consolidated Balance Sheets. The indenture governing the Propco II Notes contains covenants, including, among other things, covenants that restrict the ability of TRU Propco II to incur additional indebtedness, sell assets, enter into affiliate transactions, pay dividends or make other distributions, make other restricted payments and investments, or create liens. The indenture governing the Propco II Notes also contains covenants that limit the ability of the Parent Company to cause or permit Toys-Delaware to incur indebtedness, pay dividends, make distributions or make other restricted payments and investments. These covenants are subject to a number of important qualifications and limitations. The Propco II Notes may be redeemed, in whole or in part, at any time prior to December 1, 2013 at a price equal to 100% of the principal amount plus a “make-whole” premium, plus accrued and unpaid interest to the date of redemption. The Propco II Notes will be redeemable, in whole or in part, at any time on or after December 1, 2013, at the specified redemption prices, plus accrued and unpaid interest, if any. In addition, prior to December 1, 2013, during each twelve month period commencing December 1, 2009, TRU Propco II may redeem up to 10% of the aggregate principal amount of the Propco II Notes at a redemption price equal to 103% of the principal amount of the Propco II Notes plus accrued and unpaid interest to the date of redemption. Following specified kinds of changes of control with respect to the Parent Company, Toys-Delaware or TRU Propco II, TRU Propco II will be required to offer to purchase the Propco II Notes at a purchase price in cash equal to 101% of their principal amount, plus accrued and unpaid interest, if any to, but not including, the purchase date. Interest on the Propco II Notes is payable in cash semi-annually in arrears through maturity on June 1 and December 1 of each year. Incremental secured term loan, due fiscal 2018 ($391 million at February 2, 2013) On May 25, 2011, Toys-Delaware and certain of its subsidiaries entered into a Joinder Agreement (the “Joinder Agreement”) to the Secured Term Loan Facility. The Joinder Agreement added a new tranche of term loans in an aggregate principal amount of $400 million due fiscal 2018 (“Incremental Secured Term Loan”). The Incremental Secured Term Loan was issued at a discount of $4 million which resulted in gross proceeds of $396 million. The gross proceeds were used to pay transaction fees of approximately $7 million, which are capitalized as deferred debt issuance costs and amortized over the term of the agreement. Investment funds or accounts advised by KKR owned an aggregate of $63 million and $41 million of the Incremental Secured Term Loan as of February 2, 2013 and January 28, 2012, respectively. On June 24, 2011, the net proceeds from the Incremental Secured Term Loan along with borrowings from our ABL Facility were used to provide funds to redeem the outstanding principal amount of the 7.625% notes due fiscal 2011 for a total redemption price, including interest and premiums, of approximately $519 million. The Incremental Secured Term Loan will mature on May 25, 2018, and bears interest at LIBOR (with a floor of 1.50%) plus 3.75%, which is subject to a step down of 0.25% based on total leverage. At February 2, 2013, deferred debt issuance costs for these loans were $5 million and have been included in Other assets on our Consolidated Balances Sheets. The Incremental Secured Term Loan is governed by the Secured Term Loan Facility and has the same collateral, covenants and restrictions as the Secured Term Loan Facility. Pursuant to the terms of the Joinder Agreement, Toys-Delaware is required to make quarterly principal payments equal to 0.25% ($4 million per year) of the original principal amount of the loan. As such, this amount has been classified as Current portion of long-term debt on our Consolidated Balance Sheet as of February 2, 2013. Toys-Delaware may optionally prepay the outstanding principal balance of the Incremental Secured Term Loan at any time. Second incremental secured term loan, due fiscal 2018 ($220 million at February 2, 2013) On April 10, 2012, Toys-Delaware and certain of its subsidiaries entered into a Second Joinder Agreement (the “Second Joinder Agreement”) to the Secured Term Loan Facility. The Second Joinder Agreement added the Second Incremental Secured Term Loan, increasing the total size of the Secured Term Loan Facility to an aggregate principal amount of $1.3 billion. The Second Incremental Secured Term Loan was borrowed at a discount of approximately $5 million, which resulted in gross proceeds of approximately $220 million. The gross proceeds were used to pay transaction fees of approximately $5 million, which are capitalized as deferred debt issuance costs and amortized over the term of the agreement. Investment funds or accounts advised by KKR owned an aggregate of $8 million of the Second Incremental Secured Term Loan as of February 2, 2013. The net proceeds were used by Toys-Delaware for general corporate purposes, including, without limitation, to make restricted payments or other distributions or advances to provide funds to us to repay, refinance, repurchase, redeem, defease or otherwise satisfy any indebtedness of the Company or any of its subsidiaries. The Second Incremental Secured Term Loan will mature on May 25, 2018, and bears interest at LIBOR (with a floor of 1.50%) plus 3.75%, subject to a 0.25% step-down based on our total leverage ratio. At February 2, 2013, deferred debt issuance costs for these loans were $4 million and have been included in Other assets on our Consolidated Balance Sheets. The Second Incremental Secured Term Loan is governed by the Secured Term Loan Facility and has the same collateral, covenants and restrictions as the Secured Term Loan Facility. Beginning August 31, 2012, Toys-Delaware is required to make quarterly principal payments equal to 0.25% ($2.25 million per year) of the original principal amount of the loan. As such, this amount has been classified as Current portion of long-term debt on our Consolidated Balance Sheet as of February 2, 2013. Toys-Delaware may optionally prepay the outstanding principal balance of the Second Incremental Secured Term Loan at any time. Optional prepayments of existing term loans and the Second Incremental Secured Term Loan will be applied ratably among the outstanding existing term loans and the Second Incremental Secured Term Loan, but in the event of a refinancing or repricing transaction in respect of the existing term loans, the proceeds of such refinancing or repricing transaction will be applied to the existing term loans prior to application to the Second Incremental Secured Term Loan. In conjunction with the issuance of the Second Incremental Secured Term Loan, on April 10, 2012, Toys-Delaware also entered into an amendment to the Secured Term Loan Facility to provide that if any outstanding existing term loans are optionally prepaid in connection with a repricing transaction prior to April 10, 2013, Toys-Delaware shall pay a 1% prepayment premium on the principal amount optionally prepaid. 7.375% senior notes, due fiscal 2018 ($404 million at February 2, 2013) On September 22, 2003, Toys “R” Us, Inc. issued $400 million in notes bearing interest at a coupon rate of 7.375%, maturing on October 15, 2018. The notes were issued at a discount of $2 million which resulted in the receipt of proceeds of $398 million. Simultaneously with the sale of the notes, we entered into interest rate swap agreements. We subsequently terminated the swaps and received a payment of $10 million which is being amortized over the remaining term of the notes. Interest is payable semi-annually on April 15 and October 15 of each year. These notes carry a limitation on creating liens on domestic real property or improvements or the stock or indebtedness of domestic subsidiaries (subject to certain exceptions) that exceed the greater of 10% of the consolidated net tangible assets or 15% of the consolidated capitalization. The covenants also restrict sale and leaseback transactions (subject to certain exceptions) unless net proceeds are at least equal to the sum of all costs incurred in connection with the acquisition of the principal property and a lien would be permitted on such principal property. At February 2, 2013, deferred debt issuance costs for these notes were $1 million and have been included in Other assets on our Consolidated Balance Sheets. 8.750% debentures, due fiscal 2021 ($22 million at February 2, 2013) On August 29, 1991, Toys “R” Us, Inc. issued $200 million in debentures bearing interest at a coupon rate of 8.750% (the “Debentures”), maturing on September 1, 2021. Interest is payable semi-annually on March 1 and September 1 of each year. On November 2, 2006, Toys-Delaware commenced a cash tender offer for any and all of the outstanding Debentures (the “Tender Offer”) and a related consent solicitation to effect certain amendments to the indenture, eliminating all of the restrictive covenants and certain events of default in the indenture. On November 30, 2006, the Tender Offer expired, and on December 1, 2006, Toys-Delaware consummated the Tender Offer of $178 million (approximately 89.2%) of the outstanding Debentures in the Tender Offer using borrowings under an unsecured credit facility to purchase the tendered Debentures. At February 2, 2013, deferred debt issuance costs for these notes were nominal and have been included in Other assets on our Consolidated Balance Sheets. |
SCHEDULE I - PARENT COMPANY INFORMATION - Impact of Derivatives on Interest Expense (Details) (Interest Expense [Member], USD $)
In Millions, unless otherwise specified |
12 Months Ended | |||||||||||
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Feb. 02, 2013
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Jan. 28, 2012
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Jan. 29, 2011
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Derivative [Line Items] | ||||||||||||
Total Interest expense (related to derivatives) | $ 8 | $ (2) | $ (45) | |||||||||
Derivatives not designated for hedge accounting:
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Derivative [Line Items] | ||||||||||||
Total Interest expense (related to derivatives) | 4 | (8) | (14) | |||||||||
Interest Rate Contract [Member] | Derivatives not designated for hedge accounting:
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Derivative [Line Items] | ||||||||||||
Gain (loss) on the change in fair value | 7 | (1) | (6) | |||||||||
Intercompany Loan Foreign Exchange Contracts [Member] | Derivatives not designated for hedge accounting:
|
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Derivative [Line Items] | ||||||||||||
Gain (loss) on the change in fair value | (2) | [1] | (4) | [1] | (10) | [1] | ||||||
Derivatives designated as cash flow hedges: | Designated as Hedging Instrument [Member]
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||||||||||||
Derivative [Line Items] | ||||||||||||
Total Interest expense (related to derivatives) | 0 | 0 | (30) | |||||||||
Derivatives designated as cash flow hedges: | Interest Rate Contract [Member] | Designated as Hedging Instrument [Member]
|
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Derivative [Line Items] | ||||||||||||
Gain (loss) reclassified from Accumulated other comprehensive income (loss) (effective portion) | (1) | (1) | (31) | |||||||||
Parent Company [Member]
|
||||||||||||
Derivative [Line Items] | ||||||||||||
Total Interest expense (related to derivatives) | 0 | (1) | (35) | |||||||||
Parent Company [Member] | Derivatives not designated for hedge accounting:
|
||||||||||||
Derivative [Line Items] | ||||||||||||
Total Interest expense (related to derivatives) | 0 | (1) | (4) | |||||||||
Parent Company [Member] | Interest Rate Contract [Member] | Derivatives not designated for hedge accounting:
|
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Derivative [Line Items] | ||||||||||||
Gain (loss) on the change in fair value | 0 | (3) | (5) | |||||||||
Parent Company [Member] | Intercompany Loan Foreign Exchange Contracts [Member] | Derivatives not designated for hedge accounting:
|
||||||||||||
Derivative [Line Items] | ||||||||||||
Gain (loss) on the change in fair value | 0 | [2] | 2 | [2] | 1 | [2] | ||||||
Parent Company [Member] | Derivatives designated as cash flow hedges: | Interest Rate Contract [Member] | Designated as Hedging Instrument [Member]
|
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Derivative [Line Items] | ||||||||||||
Gain (loss) reclassified from Accumulated other comprehensive income (loss) (effective portion) | $ 0 | [3] | $ 0 | [3] | $ (31) | [3] | ||||||
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FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis (Details) (Fair Value, Measurements, Nonrecurring [Member], USD $)
In Millions, unless otherwise specified |
Feb. 02, 2013
|
Jan. 28, 2012
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||||
---|---|---|---|---|---|---|
Carrying Value Prior to Impairment
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Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets Held-for-use, Long Lived, Fair Value Disclosure | $ 20 | $ 9 | ||||
Long-lived assets held for sale | 0 | 0 | ||||
Total assets | 20 | 9 | ||||
Significant Other Observable Inputs (Level 2)
|
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Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets Held-for-use, Long Lived, Fair Value Disclosure | 2 | 2 | ||||
Long-lived assets held for sale | 0 | 0 | ||||
Total assets | 2 | 2 | ||||
Significant Unobservable Inputs (Level 3)
|
||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets Held-for-use, Long Lived, Fair Value Disclosure | 7 | 1 | ||||
Long-lived assets held for sale | 0 | 0 | ||||
Total assets | 7 | 1 | ||||
Impairment Losses
|
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Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets Held-for-use, Long Lived, Fair Value Disclosure | 11 | [1] | 6 | [1] | ||
Long-lived assets held for sale | 0 | [1] | 0 | [1] | ||
Total assets | $ 11 | [1] | $ 6 | [1] | ||
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