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): June 18, 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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 REGULATION FD DISCLOSURE

On June 18, 2008, Toys “R” Us-Delaware, Inc. (“Toys Delaware”), a subsidiary of Toys “R” Us, Inc., provided Condensed Consolidated Balance Sheets as of May 3, 2008, February 2, 2008, and May 5, 2007, Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows for the 13 weeks ended May 3, 2008, and May 5, 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 May 5, 2007 has 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 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: June 18, 2008	By:	/s/ F. Clay Creasey Jr.
		Name:	F. Clay Creasey Jr.
		Title:	Executive Vice President – Chief Financial Officer

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)

	May 3, 2008		February 2, 2008		May 5, 2007 (a)
					(As restated)
ASSETS
Current Assets:
Cash and cash equivalents	$	138	$	256	$	210
Short-term investments		10		101		—
Accounts and other receivables		98		98		89
Merchandise inventories		1,351		1,354		1,291
Current deferred tax assets		63		63		18
Prepaid expenses and other current assets		53		50		43
Total current assets		1,713		1,922		1,651
Property and equipment, net		1,831		1,861		1,781
Goodwill, net		359		359		359
Deferred tax assets		23		22		6
Due from affiliates, net		253		230		120
Restricted cash		15		15		14
Other assets		80		86		100
	$	4,274	$	4,495	$	4,031
LIABILITIES AND STOCKHOLDER’S EQUITY
Current Liabilities:
Accounts payable	$	768	$	854	$	791
Accrued expenses and other current liabilities		558		608		434
Income taxes payable		43		100		1
Current portion of long-term debt		12		33		41
Total current liabilities		1,381		1,595		1,267
Long-term debt		1,630		1,619		1,671
Note payable to Parent		86		84		78
Deferred tax liabilities		313		322		383
Deferred rent liabilities		180		177		161
Other non-current liabilities		65		72		92
Stockholder’s equity		619		626		379
	$	4,274	$	4,495	$	4,031

(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 Condensed Consolidated Balance Sheet.

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Toys “R” Us – Delaware, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(In millions)

	13 Weeks Ended
	May 3, 2008			May 5, 2007
Net sales	$	1,846		$	1,775
Other revenues (a)		36			32
Total revenues		1,882			1,807
Cost of sales		1,189			1,150
Cost of other revenues (a)		5			6
Gross margin		688			651
Expenses:
Selling, general and administrative expenses (a)		603			572
Depreciation and amortization		57			55
Total operating expenses		660			627
Operating earnings		28			24
Other (expense) income:
Interest expense (a)		(43	)		(47	)
Interest income (a)		10			5
Loss before income taxes		(5	)		(18	)
Income tax benefit		5			7
Net earnings (loss)	$	0		$	(11	)

(a) Includes results from transactions with related parties.

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Toys “R” Us – Delaware, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In millions)

	13 Weeks Ended
	May 3, 2008			May 5, 2007
Cash Flows from Operating Activities:
Net earnings (loss)	$	0		$	(11	)
Adjustments to reconcile Net earnings (loss) to net cash used in operating activities:
Depreciation and amortization		57			55
Deferred income taxes		(11	)		—
Other		7			14
Changes in operating assets and liabilities:
Accounts and other receivables		—			9
Merchandise inventories		1			(148	)
Prepaid expenses and other assets		(2	)		1
Accounts payable, accrued expenses and other liabilities		(120	)		(38	)
Due from affiliates, net		(24	)		(21	)
Income taxes payable		(56	)		(16	)
Net cash used in operating activities		(148	)		(155	)
Cash Flows from Investing Activities:
Capital expenditures		(50	)		(19	)
Increase in restricted cash		—			(1	)
Sale of short-term investments		91			—
Net cash provided by (used in) investing activities		41			(20	)
Cash Flows from Financing Activities:
Long-term debt borrowings		13			—
Long-term debt repayment		(23	)		(22	)
Net cash used in financing activities		(10	)		(22	)
Effect of exchange rate changes on cash and cash equivalents		(1	)		6
Cash and cash equivalents:
Net decrease during period		(118	)		(191	)
Cash and cash equivalents at beginning of period		256			401
Cash and cash equivalents at end of period	$	138		$	210

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