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): December 30, 2008

Toys “R” Us, Inc.

(Exact name of Registrant as Specified in Charter)

Delaware	1-11609	22-3260693
(State or other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation or Organization)		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 December 30, 2008, Toys “R” Us-Delaware, Inc. (“Toys Delaware”), a subsidiary of Toys “R” Us, Inc., provided unaudited Condensed Consolidated Balance Sheets as of November 1, 2008, February 2, 2008 and November 3, 2007, Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows for the thirteen and thirty-nine weeks ended November 1, 2008 and November 3, 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 November 3, 2007, Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Cash Flows for the thirty-nine weeks ended November 3, 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.

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.

	Toys “R” Us, Inc. (Registrant)
Date: December 30, 2008	By:	/s/ Charles Knight
		Name:	Charles Knight
		Title:	Vice President - Corporate Controller

Exhibit Index

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

EX-99.1

Exhibit 99.1

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

(In millions)	November 1, 2008		February 2, 2008		November 3, 2007(a)
					(As restated)
ASSETS
Current Assets:
Cash and cash equivalents	$	109	$	256	$	98
Short-term investments		—		101		—
Accounts and other receivables		105		98		129
Merchandise inventories		2,196		1,354		2,240
Current deferred tax assets		55		63		25
Prepaid expenses and other current assets		47		50		46
Total current assets		2,512		1,922		2,538
Property and equipment, net		1,897		1,861		1,852
Goodwill, net		359		359		359
Deferred tax assets		25		22		—
Due from affiliates, net		289		230		190
Restricted cash		17		15		17
Other assets		70		86		97
	$	5,169	$	4,495	$	5,053
LIABILITIES AND STOCKHOLDER’S EQUITY
Current Liabilities:
Accounts payable	$	1,362	$	854	$	1,364
Accrued expenses and other current liabilities		612		608		554
Income taxes payable		10		100		3
Current portion of long-term debt		12		33		29
Total current liabilities		1,996		1,595		1,950
Long-term debt		2,019		1,619		2,113
Note payable to Parent		90		84		82
Deferred tax liabilities		291		322		331
Deferred rent liabilities		190		177		173
Other non-current liabilities		75		72		74
Stockholder’s equity		508		626		330
	$	5,169	$	4,495	$	5,053

^(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 November 3, 2007.

1

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

	13 Weeks Ended						39 Weeks Ended
(In millions)	November 1, 2008			November 3, 2007			November 1, 2008			November 3, 2007
										(As restated)
Net sales	$	1,844		$	1,820		$	5,520		$	5,320
Other revenues (a)		37			35			113			101
Total revenues		1,881			1,855			5,633			5,421
Cost of sales		1,232			1,202			3,596			3,469
Cost of other revenues (a)		9			6			22			18
Gross margin		640			647			2,015			1,934
Expenses:
Selling, general and administrative expenses (a)		664			678			1,872			1,838
Depreciation and amortization		53			53			168			167
Net gains on sales of properties		—			(18	)		—			(29	)
Total operating expenses		717			713			2,040			1,976
Operating loss		(77	)		(66	)		(25	)		(42	)
Other (expense) income:
Interest expense (a) (b)		(42	)		(61	)		(127	)		(168	)
Interest income (a) (b)		11			12			31			35
Loss before income taxes		(108	)		(115	)		(121	)		(175	)
Income tax benefit (c)		41			43			53			66
Net loss	$	(67	)	$	(72	)	$	(68	)	$	(109	)

(a)	Includes results from transactions with related parties.
(b)	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 thirty-nine weeks ended November 3, 2007) in the current quarter presentation. Such amounts are immaterial and primarily relate to the classification of related party interest income.
(c)	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 Statement of Operations for the thirty-nine weeks ended November 3, 2007.

2

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

	13 Weeks Ended						39 Weeks Ended
(In millions)	November 1, 2008			November 3, 2007			November 1, 2008			November 3, 2007(a)
										(As restated)
Cash Flows from Operating Activities:
Net loss	$	(67	)	$	(72	)	$	(68	)	$	(109	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		53			53			168			167
Gain on sales of properties		—			(18	)		—			(29	)
Deferred income taxes		(11	)		(29	)		(31	)		(33	)
Other		13			10			31			33
Changes in operating assets and liabilities:
Accounts and other receivables		(3	)		(27	)		6			(14	)
Merchandise inventories		(909	)		(899	)		(872	)		(1,083	)
Prepaid expenses and other assets		(5	)		(8	)		(7	)		(7	)
Accounts payable, accrued operating expenses and other liabilities		627			723			547			609
Due from affiliates, net		(5	)		(27	)		(56	)		(85	)
Income taxes payable		(39	)		(18	)		(94	)		(47	)
Net cash used in operating activities		(346	)		(312	)		(376	)		(598	)
Cash Flows from Investing Activities:
Capital expenditures		(95	)		(94	)		(234	)		(170	)
Increase in restricted cash		—			—			(2	)		(4	)
Proceeds from sales of fixed assets		—			41			1			51
Proceeds from sales of short-term investments		—			—			101			—
Net cash used in investing activities		(95	)		(53	)		(134	)		(123	)
Cash Flows from Financing Activities:
Long-term debt borrowings		517			550			542			636
Long-term debt repayment		(152	)		(178	)		(178	)		(232	)
Net cash provided by financing activities		365			372			364			404
Effect of exchange rate changes on cash and cash equivalents		—			12			(1	)		14
Cash and cash equivalents:
(Increase) decrease during period		(76	)		19			(147	)		(303	)
Cash and cash equivalents at beginning of period		185			79			256			401
Cash and cash equivalents at end of period	$	109		$	98		$	109		$	98

^(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 Statement of Cash Flows for the thirty-nine weeks ended November 3, 2007.

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