8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 2016
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Toys “R” Us, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware | 1-11609 | 22-3260693 |
(State or other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification Number) |
One Geoffrey Way, Wayne, New Jersey 07470
(Address of Principal Executive Offices, including Zip Code)
(973) 617-3500
(Registrant's Telephone Number, including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 2, 2016, Toys “R” Us, Inc. (the “Company”) issued a press release announcing the preliminary estimate for the Company’s full year Adjusted EBITDA and a related reconciliation for Fiscal 2015. The press release is attached as Exhibit 99.1 and incorporated herein by reference.
Fiscal 2015 refers to February 1, 2015 to January 30, 2016 and Fiscal 2014 refers to February 2, 2014 to January 31, 2015. The estimate for the full year Fiscal 2015 is derived from preliminary internal financial reports and is subject to revision based on the completion of the year-end accounting and financial reporting processes. Accordingly, our actual results may differ from this estimate and such difference may be material.
The foregoing information, which has been furnished solely for this Item 2.02 and Exhibit 99.1, shall not be deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
ITEM 7.01 REGULATION FD DISCLOSURE
The information contained in the press release attached as Exhibit 99.1 is incorporated herein by reference.
The foregoing information, which has been furnished solely for this Item 7.01 and Exhibit 99.1, shall not be deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit No. | | Exhibit Description |
99.1 | | Press Release dated February 2, 2016 |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | Toys “R” Us, Inc. |
| | (Registrant) |
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Date: February 2, 2016 | | By: | /s/ Michael J. Short |
| | | Name: | Michael J. Short |
| | | Title: | Executive Vice President - Chief Financial Officer |
Exhibit Index
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Exhibit No. | | Description |
99.1 | | Press Release dated February 2, 2016 |