Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.15M
2: EX-3.3 Amendment No. 2 to the Amended and Restated HTML 46K Certificate of Incorporation
3: EX-4.3 First Supplemental Indenture HTML 56K
5: EX-10.17 Amendment No. 2 to the Stockholders Agreement HTML 67K
6: EX-10.23 Amendment No. 5 to the Advisory Agreement HTML 50K
7: EX-10.27 Tad (Team Achievement Dividend) Plan HTML 69K
8: EX-10.31 Amendment No. 4 to the Toys "R" Us, Inc. 2010 HTML 44K
Incentive Plan
9: EX-10.43 Time-Based Nonqualified Stock Option Agreement of HTML 137K
Toys "R" Us, Inc.
10: EX-10.44 Leadership Team Cash Ltip Award Agreement of Toys HTML 69K
"R" Us, Inc.
4: EX-10.5 Second Amended and Restated Syndicated Facility HTML 2.23M
Agreement
11: EX-10.51 Employment Agreement Between Toys "R" Us, Inc. and HTML 132K
Richard Barry
12: EX-10.52 Letter Agreement Between Toys "R" Us, Inc. and HTML 45K
Richard Barry
14: EX-21 Subsidiaries of the Registrant as of January 30, HTML 57K
2016
15: EX-24 Power of Attorney HTML 49K
13: EX-12 Computation of Historical Ratios of Earnings to HTML 62K
Fixed Charges
16: EX-31.1 Certification of CEO Pursuant to Rule 13A-14(A) HTML 48K
and Rule 15D-14(A)
17: EX-31.2 Certification of CFO Pursuant to Rule 13A-14(A) HTML 48K
and Rule 15D-14(A)
18: EX-32.1 Certification of CEO Pursuant to Section 906 HTML 43K
19: EX-32.2 Certification of CFO Pursuant to Section 906 HTML 43K
26: R1 Document and Entity Information Document HTML 69K
27: R2 Consolidated Statements of Operations HTML 83K
28: R3 Consolidated Statement of Comprehensive Income HTML 68K
29: R4 Consolidated Balance Sheets HTML 128K
30: R5 Consolidated Balance Sheets (Parentheticals) HTML 49K
31: R6 Consolidated Statements of Cash Flows HTML 161K
32: R7 Consolidated Statements of Stockholders? (Deficit) HTML 88K
Equity
33: R8 Summary of Significant Accounting Policies HTML 171K
34: R9 Short-Term Borrowings and Long-Term Debt HTML 218K
35: R10 Derivative Instruments and Hedging Activities HTML 213K
36: R11 Fair Value Measurements HTML 132K
37: R12 Property and Equipment HTML 81K
38: R13 Accounts Payable, Accrued Expenses and Other HTML 71K
Current Liabilities
39: R14 Stock-Based Compensation HTML 169K
40: R15 Accumulated Other Comprehensive Income HTML 74K
41: R16 Leases HTML 81K
42: R17 Income Taxes HTML 195K
43: R18 Segments HTML 217K
44: R19 Defined Benefit Pension Plans HTML 202K
45: R20 Other Employee Retirement and Compensation HTML 48K
Benefits
46: R21 Litigation and Legal Proceedings HTML 46K
47: R22 Commitments and Contingencies HTML 47K
48: R23 Related Party Transactions HTML 70K
49: R24 Acquisitions HTML 53K
50: R25 Recent Accounting Pronouncements HTML 68K
51: R26 Schedule I - Parent Company Information HTML 284K
52: R27 Summary of Significant Accounting Policies HTML 270K
(Policies)
53: R28 Summary of Significant Accounting Policies HTML 94K
(Tables)
54: R29 Short-Term Borrowings and Long-Term Debt (Tables) HTML 98K
55: R30 Derivative Instruments and Hedging Activities HTML 203K
(Tables)
56: R31 Fair Value Measurements (Tables) HTML 122K
57: R32 Property and Equipment (Tables) HTML 79K
58: R33 Accounts Payable, Accrued Expenses and Other HTML 71K
Current Liabilities (Tables)
59: R34 Stock-Based Compensation (Tables) HTML 272K
60: R35 Accumulated Other Comprehensive Income (Tables) HTML 70K
61: R36 Leases (Tables) HTML 70K
62: R37 Income Taxes (Tables) HTML 191K
63: R38 Segments (Tables) HTML 221K
64: R39 Defined Benefit Pension Plans (Tables) HTML 210K
65: R40 Related Party Transactions (Tables) HTML 56K
66: R41 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 204K
Narrative (Details)
67: R42 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 45K
Fiscal Years (Details)
68: R43 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cost HTML 45K
of Sales and Selling, General & Administrative
Expenses (Details)
69: R44 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other HTML 59K
Income, Net (Details)
70: R45 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 56K
Temporary Equity - Noncontrolling Interest
(Details)
71: R46 SHORT-TERM BORROWINGS AND LONG-TERM DEBT - HTML 979K
Narrative (Details)
72: R47 SHORT-TERM BORROWINGS AND LONG-TERM DEBT - HTML 151K
Consolidated Short-term borrowings and Long-term
debt (Details)
73: R48 SHORT-TERM BORROWINGS AND LONG-TERM DEBT - Annual HTML 60K
Maturities of Short-term borrowings and Long-term
debt (Details)
74: R49 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - HTML 96K
Narrative (Details)
75: R50 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - HTML 73K
Schedule of Outstanding Interest Rate Contracts
(Details)
76: R51 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - HTML 52K
Schedule of Outstanding Foreign Exchange Contracts
(Details)
77: R52 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - HTML 61K
Net Impact of the Effective Portion of Derivatives
Designated as Cash Flow Hedges on Accumulated
Other Comprehensive Income (Loss) (Details)
78: R53 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - HTML 78K
Impact of Derivatives on Interest Expense
(Details)
79: R54 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - HTML 80K
Schedule of Notional Amounts and Related Fair
Values of Derivatives (Details)
80: R55 FAIR VALUE MEASUREMENTS - Narrative (Details) HTML 53K
81: R56 FAIR VALUE MEASUREMENTS - Assets and Liabilities HTML 69K
Measured at Fair Value on a Recurring Basis
(Details)
82: R57 FAIR VALUE MEASUREMENTS - Assets and Liabilities HTML 58K
Measured at Fair Value on a Nonrecurring Basis
(Details)
83: R58 FAIR VALUE MEASUREMENTS - Schedule of Fair Value, HTML 53K
Long-term Debt (Details)
84: R59 PROPERTY AND EQUIPMENT - Narrative (Details) HTML 52K
85: R60 PROPERTY AND EQUIPMENT - Property, Plant and HTML 89K
Equipment (Details)
86: R61 PROPERTY AND EQUIPMENT - Disclosure of Long Lived HTML 48K
Assets Held-for-sale (Details)
87: R62 ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER HTML 48K
CURRENT LIABILITIES - Narrative (Details)
88: R63 ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER HTML 79K
CURRENT LIABILITIES - Schedule of Accounts Payable
and Accrued Liabilities (Details)
89: R64 STOCK-BASED COMPENSATION - Narrative (Details) HTML 199K
90: R65 STOCK-BASED COMPENSATION - Weighted Average HTML 62K
Valuation Assumptions (Details)
91: R66 STOCK-BASED COMPENSATION - Summary of Service HTML 85K
Based Option Activity (Details)
92: R67 STOCK-BASED COMPENSATION - Summary of Nonvested HTML 65K
Restricted Share and Restricted Unit Activity
(Details)
93: R68 STOCK-BASED COMPENSATION - Summary of Stock Based HTML 50K
Compensation Expense Recognized in Selling,
General and Administration and the Tax Benefit
Recognized in Income Tax (Benefit) Expense
(Details)
94: R69 ACCUMULATED OTHER COMPREHENSIVE INCOME - Schedule HTML 71K
of Accumulated Other Comprehensive Income (Loss)
(Details)
95: R70 LEASES - Narrative (Details) HTML 63K
96: R71 LEASES - Schedule of Future Minimum Rental HTML 99K
Payments for Operating Leases and Capital Leases
(Details)
97: R72 INCOME TAXES - Narrative (Details) HTML 110K
98: R73 INCOME TAXES - Earnings before Income Taxes HTML 48K
(Details)
99: R74 INCOME TAXES - Income Tax (Benefit) Expense HTML 73K
(Details)
100: R75 INCOME TAXES - Effective Tax Rate Reconciliation HTML 67K
(Details)
101: R76 INCOME TAXES - Summary of Deferred Tax Assets and HTML 93K
Liabilities (Details)
102: R77 INCOME TAXES - Summary of Deferred Tax Assets and HTML 58K
Liabilities Reflected in Consolidated Balance
Sheets (Details)
103: R78 INCOME TAXES - Reconciliation of Beginning and HTML 59K
Ending Amount of Gross Unrecognized Tax Benefits
(Excluding Interest and Penalties) (Details)
104: R79 SEGMENTS - Narrative (Details) HTML 92K
105: R80 SEGMENTS - Percentage of Consolidated Net Sales HTML 70K
from Product Category (Details)
106: R81 SEGMENTS - Reconciliation Schedule of Operating HTML 64K
Profit (Loss) from Segments to Consolidated
(Details)
107: R82 SEGMENTS - Summary of Depreciation, Amortization HTML 57K
and Capital Expenditure (Details)
108: R83 SEGMENTS - Summary of Total Merchandise HTML 57K
Inventories and Total Assets Table (Details)
109: R84 SEGMENTS - Net Sales and Long Lived Assets by HTML 74K
Country or Region (Details)
110: R85 DEFINED BENEFIT PENSION PLANS - Narrative HTML 60K
(Details)
111: R86 DEFINED BENEFIT PENSION PLANS - Changes in HTML 60K
Projected Benefit Obligations (Details)
112: R87 DEFINED BENEFIT PENSION PLANS - Changes in Fair HTML 56K
Value of Plan Assets (Details)
113: R88 DEFINED BENEFIT PENSION PLANS - Funded Status HTML 53K
(Details)
114: R89 DEFINED BENEFIT PENSION PLANS - Pension Plans with HTML 50K
Accumulated Benefit Obligations in Excess of Plan
Assets (Details)
115: R90 DEFINED BENEFIT PENSION PLANS - Components of Net HTML 55K
Periodic Benefit Cost (Details)
116: R91 DEFINED BENEFIT PENSION PLANS - Estimated Future HTML 55K
Payments (Details)
117: R92 DEFINED BENEFIT PENSION PLANS - Weighted-average HTML 54K
Assumptions Used to Determine Net Periodic Benefit
Costs and Benefit Obligations (Details)
118: R93 DEFINED BENEFIT PENSION PLANS - Weighted Average HTML 63K
Asset Allocation by Asset Category (Details)
119: R94 DEFINED BENEFIT PENSION PLANS - Schedule of Fair HTML 72K
Value of Plan Assets (Details)
120: R95 OTHER EMPLOYEE RETIREMENT AND COMPENSATION HTML 61K
BENEFITS - Narrative (Details)
121: R96 LITIGATION AND LEGAL PROCEEDINGS - Narrative HTML 56K
(Details)
122: R97 COMMITMENTS AND CONTINGENCIES - Narrative HTML 46K
(Details)
123: R98 RELATED PARTY TRANSACTIONS - Narrative (Details) HTML 88K
124: R99 RELATED PARTY TRANSACTIONS Schedule of Sponsor HTML 56K
Debt Ownership (Details)
125: R100 ACQUISITIONS - Narrative (Details) HTML 58K
126: R101 SCHEDULE I - PARENT COMPANY INFORMATION - Schedule HTML 81K
I - Condensed Statements of Operations and
Comprehensive Income (Details)
127: R102 SCHEDULE I - PARENT COMPANY INFORMATION - Schedule HTML 105K
I - Condensed Balance Sheets (Details)
128: R103 SCHEDULE I - PARENT COMPANY INFORMATION - Schedule HTML 81K
I - Condensed Statements of Cash Flows (Details)
129: R104 SCHEDULE I - PARENT COMPANY INFORMATION - HTML 150K
Narrative (Details)
130: R105 SCHEDULE I - PARENT COMPANY INFORMATION - HTML 56K
Long-term Notes Payable by Parent (Details)
131: R106 SCHEDULE I - PARENT COMPANY INFORMATION - Summary HTML 63K
of the Parent Company's Long-Term Debt (Details)
132: R107 SCHEDULE I - PARENT COMPANY INFORMATION - Annual HTML 65K
Maturities of the Parent Company's Long-Term Debt
(Details)
133: R108 SCHEDULE I - PARENT COMPANY INFORMATION - Schedule HTML 63K
of Outstanding Interest Rate Contracts (Details)
134: R109 SCHEDULE I - PARENT COMPANY INFORMATION - Net HTML 58K
Impact of the Effective Portion of Derivatives
Designated as Cash Flow Hedges on Accumulated
Other Comprehensive Income (Loss) (Details)
135: R110 SCHEDULE I - PARENT COMPANY INFORMATION - Impact HTML 67K
of Derivatives on Interest Expense (Details)
136: R111 SCHEDULE I - PARENT COMPANY INFORMATION - Schedule HTML 58K
of Notional Amounts and Related Fair Values of
Derivatives (Details)
137: R112 SCHEDULE I - PARENT COMPANY INFORMATION - Schedule HTML 57K
of Distributions (Details)
139: XML IDEA XML File -- Filing Summary XML 245K
138: EXCEL IDEA Workbook of Financial Reports XLSX 190K
20: EX-101.INS XBRL Instance -- tru-20160130 XML 6.09M
22: EX-101.CAL XBRL Calculations -- tru-20160130_cal XML 377K
23: EX-101.DEF XBRL Definitions -- tru-20160130_def XML 1.67M
24: EX-101.LAB XBRL Labels -- tru-20160130_lab XML 3.18M
25: EX-101.PRE XBRL Presentations -- tru-20160130_pre XML 2.17M
21: EX-101.SCH XBRL Schema -- tru-20160130 XSD 381K
140: ZIP XBRL Zipped Folder -- 0001005414-16-000080-xbrl Zip 537K
‘EX-3.3’ — Amendment No. 2 to the Amended and Restated Certificate of Incorporation
Toys “R” Us, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),
hereby certifies as follows:
1. The name of the Corporation is Toys “R” Us, Inc. The Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on October 26, 1993, under the name Toys “R” Us – Headquarters, Inc., filed a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on January 2, 1996 under the name of Toys “R” Us, Inc., filed a Restated Certificate of Incorporation with the Secretary of State
of the State of Delaware on July 21, 2005, filed Amendment No. 1 to the Restated Certificate of Incorporation of July 21, 2005 with the Secretary of State of the State of Delaware on June 10, 2008, filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 10, 2008 (the “2008 Amended and Restated Certificate”) and filed Amendment No. 1 to the 2008 Amended and Restated Certificate with the Secretary of State of the State of Delaware on June 3, 2015
(as so amended, the “Amended and Restated Certificate”).
2. Effective on the date hereof, Article FOUR, clause (i) of the Amended and Restated Certificate is hereby amended and restated in its entirety as follows:
“(i) Authorized Shares. The total number of shares of stock which the Corporation has authority to issue is 65,000,000 shares of common stock, par value one-tenth of one cent ($0.001) per share (the “Common Stock”).”
3. All other provisions of the Amended and Restated Certificate shall remain in full force and effect.
4. Pursuant
to Sections 228 and 242 of the Delaware General Corporation Law, the foregoing amendment to the Amended and Restated Certificate has been duly adopted and amends the provisions of the Amended and Restated Certificate of Incorporation of the Corporation as set forth herein.
IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 2 to the Amended and Restated Certificate of Incorporation of Toys “R” Us, Inc. to be effective as of the date of the signature hereto, as indicated below.
