8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2008

Toys “R” Us, Inc.

(Exact name of Registrant as Specified in Charter)

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))

TABLE OF CONTENTS

	ITEM 7.01 REGULATION FD DISCLOSURE
	ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Signature
EX-99.1: UNAUDITED QUARTERLY FINANCIAL STATEMENTS

ITEM 7.01 REGULATION FD DISCLOSURE

     On October 1, 2008, Toys “R” Us-Delaware, Inc. (“Toys Delaware”), a subsidiary of Toys “R” Us, Inc., provided Unaudited Condensed Consolidated Balance Sheets as of August 2, 2008, February 2, 2008 and August 4, 2007, Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows for the thirteen and twenty-six weeks ended August 2, 2008 and August 4, 2007 (the “Toys Delaware Unaudited Quarterly Financial Statements”) to the administrative agents under certain credit agreements. The Toys Delaware Unaudited Condensed Consolidated Balance Sheet as of August 4, 2007 and the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Cash Flows for the thirteen and twenty-six weeks ended August 4, 2007 have been restated. A copy of the Toys Delaware Unaudited Quarterly Financial Statements is attached as Exhibit 99.1 to this report and is incorporated herein by reference in this Item 7.01.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 Toys Delaware Unaudited Quarterly Financial Statements.

2

Signature

Pursuant to the requirements of the Securities Exchange Act of l934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Toys “R” Us, Inc. (Registrant)
Date: October 1, 2008	By:	/s/ F. Clay Creasey, Jr.
		Name:	F. Clay Creasey, Jr.
		Title:	Executive Vice President — Chief Financial Officer

3

Exhibit Index

Exhibit No.	Description
99.1	Toys Delaware Unaudited Quarterly Financial Statements.

4

EX-99.1

Exhibit 99.1

Toys “R” Us — Delaware, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
(In millions)

	August 2, 2008		February 2, 2008		August 4, 2007 (a)
					(As restated)
ASSETS
Current Assets:
Cash and cash equivalents	$	185	$	256	$	79
Short-term investments		—		101		—
Accounts and other receivables		89		98		87
Merchandise inventories		1,314		1,354		1,332
Current deferred tax assets		57		63		14
Prepaid expenses and other current assets		53		50		36
Total current assets		1,698		1,922		1,548
Property and equipment, net		1,861		1,861		1,807
Goodwill, net		359		359		359
Deferred tax assets		24		22		—
Due from affiliates, net		280		230		162
Restricted cash		17		15		17
Other assets		75		86		106
	$	4,314	$	4,495	$	3,999
LIABILITIES AND STOCKHOLDER’S EQUITY
Current Liabilities:
Accounts payable	$	819	$	854	$	735
Accrued expenses and other current liabilities		551		608		442
Income taxes payable		38		100		—
Current portion of long-term debt		8		33		76
Total current liabilities		1,416		1,595		1,253
Long-term debt		1,642		1,619		1,690
Note payable to Parent		88		84		80
Deferred tax liabilities		302		322		352
Deferred rent liabilities		186		177		166
Other non-current liabilities		62		72		90
Stockholder’s equity		618		626		368
	$	4,314	$	4,495	$	3,999

^(a) In the fourth quarter of fiscal 2007, we identified errors in the way we had previously accounted for income taxes. As a result, we have restated the Unaudited Condensed Consolidated Balance Sheet as of August 4, 2007.

Toys “R” Us — Delaware, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
(In millions)

	13 Weeks Ended						26 Weeks Ended
	August 2, 2008			August 4, 2007 (a)			August 2, 2008			August 4, 2007 (a)
				(As restated)						(As restated)
Net sales	$	1,830		$	1,725		$	3,676		$	3,500
Other revenues (b)		40			34			76			66
Total revenues		1,870			1,759			3,752			3,566
Cost of sales		1,175			1,117			2,364			2,267
Cost of other revenues (b)		8			6			13			12
Gross margin		687			636			1,375			1,287
Selling, general and administrative expenses (b)		605			589			1,208			1,160
Depreciation and amortization		58			59			115			114
Net gains on sales of properties		—			(12	)		—			(11	)
Total operating expenses		663			636			1,323			1,263
Operating earnings		24			—			52			24
Other (expense) income:
Interest expense (b) (c)		(42	)		(51	)		(85	)		(98	)
Interest income (b) (c)		10			9			20			14
Loss before income taxes		(8	)		(42	)		(13	)		(60	)
Income tax benefit		7			17			12			24
Net loss	$	(1	)	$	(25	)	$	(1	)	$	(36	)

(a)	In the fourth quarter of fiscal 2007, we identified errors in the way we had previously accounted for income taxes. As a result, we have restated the Unaudited Condensed Consolidated Statements of Operations for the thirteen and twenty-six weeks ended August 4, 2007.
(b)	Includes results from transactions with related parties.
(c)	Certain quarter and year-to-date amounts have been restated (as previously reported in the Unaudited Condensed Consolidated Statements of Operations for the thirteen and twenty-six weeks ended August 4, 2007) in the current quarter presentation. Such amounts are immaterial and primarily related to the classification of related party interest income.

Toys “R” Us — Delaware, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In millions)

	13 Weeks Ended						26 Weeks Ended
	August 2, 2008			August 4, 2007 (a)			August 2, 2008			August 4, 2007 (a)
				(As restated)						(As restated)
Cash Flows from Operating Activities:
Net loss	$	(1	)	$	(25	)	$	(1	)	$	(36	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		58			59			115			114
Net gains on sales of properties		—			(12	)		—			(11	)
Deferred income taxes		(9	)		(5	)		(20	)		(5	)
Other		11			10			18			23
Changes in operating assets and liabilities:
Accounts and other receivables		9			4			9			13
Merchandise inventories		36			(36	)		37			(184	)
Prepaid expenses and other assets		—			—			(2	)		1
Accounts payable, accrued operating expenses and other liabilities		40			(76	)		(80	)		(114	)
Due to affiliates, net		(27	)		(37	)		(51	)		(58	)
Income taxes payable		1			(13	)		(55	)		(29	)
Net cash provided by (used in) operating activities		118			(131	)		(30	)		(286	)
Cash Flows from Investing Activities:
Capital expenditures		(89	)		(57	)		(139	)		(76	)
Increase in restricted cash		(2	)		(3	)		(2	)		(4	)
Proceeds from sales of fixed assets		1			10			1			10
Proceeds from sales of short-term investments		10			—			101			—
Net cash used in investing activities		(80	)		(50	)		(39	)		(70	)
Cash Flows from Financing Activities:
Long-term debt borrowings		12			86			25			86
Long-term debt repayment		(3	)		(32	)		(26	)		(54	)
Net cash provided by (used in) financing activities		9			54			(1	)		32
Effect of exchange rate changes on cash and cash equivalents		—			(4	)		(1	)		2
Cash and cash equivalents:
Increase (decrease) during period		47			(131	)		(71	)		(322	)
Cash and cash equivalents at beginning of period		138			210			256			401
Cash and cash equivalents at end of period	$	185		$	79		$	185		$	79

^(a) In the fourth quarter of fiscal 2007, we identified errors in the way we had previously accounted for income taxes. As a result, we have restated the Unaudited Condensed Consolidated Statements of Cash Flows for the thirteen and twenty-six weeks ended August 4, 2007.