UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________

FORM 10-Q

_________________________________

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~July~~October 2827, 2012

Commission file number 333-164018

_________________________________

Toys “R” Us Property Company I, LLC

(Exact name of registrant as specified in its charter)

_________________________________



Delaware		04-3829291
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

One Geoffrey Way Wayne, New Jersey		07470
(Address of principal executive offices)		(Zip code)

(973) 617-3500

(Registrant’s telephone number, including area code)

_________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	x (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

As of ~~September~~December 11, 2012, all of our outstanding membership interests were privately held by our sole member, Wayne Real Estate Holding Company, LLC.

Table of Contents

TOYS “R” US PROPERTY COMPANY I, LLC

TABLE OF CONTENTS



	PAGE
PART 1 – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets	1
Condensed Consolidated Statements of Operations	2
Condensed Consolidated Statements of Cash Flows	3
Condensed Consolidated Statements of Changes in Member’s Capital	4
Notes to the Condensed Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3. Quantitative and Qualitative Disclosures About Market Risk	12
Item 4. Controls and Procedures	12
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	13
Item 1A. Risk Factors	13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3. Defaults Upon Senior Securities	13
Item 4. Mine Safety Disclosures	13
Item 5. Other Information	13
Item 6. Exhibits	13
SIGNATURE	14
INDEX TO EXHIBITS	15

Table of Contents

PART 1 – FINANCIAL INFORMATION


Item 1.	Financial Statements

TOYS “R” US PROPERTY COMPANY I, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)	~~July~~October 2827, 2012		January 28, 2012
ASSETS
Current Assets:
Cash	$	5796,~~402~~725	$	72,111
Due from affiliate, net	1014,~~240~~768		9,882
Lease allowance receivable	42,~~240~~727		—
Prepaid expenses	12,~~475~~742		2,202
Net properties held for sale	3,267		—
Total current assets	116,962		84,195
Total current assets	76,624		84,195
Real Estate, Net:
Land	274,228		277,001
Buildings, net	~~483~~478,~~903~~848		493,883
Property and leasehold improvements, net	~~101~~97,~~254~~358		109,683
Total real estate, net	~~859~~850,~~385~~434		880,567
Straight-line rent receivable from affiliate	~~147~~153,~~071~~048		129,411
Debt issuance costs	1413,~~542~~809		16,007
Other assets	~~275~~296		283
Total Assets	$	1,~~097~~134,~~897~~549	$	1,110,463
LIABILITIES AND MEMBER’S CAPITAL
Current Liabilities:
Accrued interest	$	329,~~885~~139	$	3,928
Real estate taxes payable	1416,~~584~~336		11,075
Deferred third party rent liabilities	1,~~883~~508		1,175
Deferred related party revenue	1,~~365~~812		1,365
Other current liabilities	1,~~126~~198		1,422
Total current liabilities	2249,~~843~~993		18,965
Long-term debt	~~934~~935,~~821~~501		933,516
Deferred third party rent liabilities	114,~~596~~702		110,159
Other non-current liabilities	1,~~487~~462		1,537
Member's capital	2432,~~150~~891		46,286
Total Liabilities and Member's Capital	$	1,~~097~~134,~~897~~549	$	1,110,463

See accompanying notes to the Condensed Consolidated Financial Statements.

TOYS “R” US PROPERTY COMPANY I, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

13 Weeks Ended

2639 Weeks Ended

(In thousands)

~~July~~October 2827, 2012

~~July~~October 3029, 2011

~~July~~October 2827, 2012

~~July~~October 3029, 2011

Rental revenues:

Base rents

60,~~576~~437

6062,~~219~~139

~~121~~182,~~835~~095

~~121~~183,~~526~~327

Tenant reimbursements

9,~~771~~676

10,~~255~~712

1929,~~767~~359

2031,~~617~~218

Total revenues

70,~~347~~113

7072,~~474~~851

~~141~~211,~~602~~454

~~142~~214,~~143~~545

Depreciation

87,~~885~~314

8,~~232~~046

1723,~~370~~985

1624,~~459~~471

Rental expense

11,~~484~~859

1211,~~182~~958

2335,~~618~~828

2436,~~275~~101

Common area maintenance expenses

9,~~771~~676

10,~~255~~712

1929,~~767~~359

2031,~~617~~218

Other operating expenses

1,~~331~~471

1,~~359~~583

23,~~521~~726

24,~~721~~240

Total operating expenses

3130,~~471~~320

32,~~028~~299

6392,~~276~~898

6496,~~072~~030

Operating earnings

3839,~~876~~793

3840,~~446~~552

78118,~~326~~556

78118,~~071~~515

Interest expense

26,~~961~~751

26,~~922~~687

5380,~~960~~710

5380,~~913~~600

Earnings from continuing operations

1113,~~915~~042

1113,~~524~~865

2437,~~366~~846

2437,~~158~~915

(Loss) earnings from discontinued operations

(219

)

2,319

1,964

5,113

Earnings from discontinued operations

3,724

3,144

5,250

8,365

Net earnings

1116,~~696~~766

1317,~~843~~009

2643,~~330~~096

2946,~~271~~280

See accompanying notes to the Condensed Consolidated Financial Statements.

TOYS “R” US PROPERTY COMPANY I, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	26 Weeks Ended
	39 Weeks Ended
(In thousands)	~~July~~October 2827, 2012			~~July~~October 3029, 2011
Cash Flows from Operating Activities:
Net earnings	$	2643,~~330~~096		$	2946,~~271~~280
Adjustments to reconcile Net earnings to net cash provided by operating activities:
Depreciation	1725,~~915~~397			1627,~~976~~189
Amortization of debt issuance costs	12,~~465~~198			12,~~465~~198
Amortization of original issue discount	1,~~305~~985			1,~~176~~785
Gain on sale of real estate	—			(392		)
Loss (gain) on sale of real estate	662			(216		)
Other non-cash charges	(5075		)	64
Changes in operating assets and liabilities:
Due from affiliate, net and Lease allowance receivable	(57,~~039~~613		)	(34,~~817~~703		)
Prepaid expenses	~~727~~(540		)	~~113~~(869		)
Straight-line rent receivable from affiliate, Other assets and Deferred third party rent liabilities	(1219,~~066~~137		)	(1020,~~563~~896		)
Accrued interest, Real estate taxes payable and Other current liabilities	330,~~170~~248			431,~~397~~381
Deferred related party revenue	—447			(~~466~~11		)
Net cash provided by operating activities	3376,~~757~~668			3882,~~224~~202
Cash Flows from Investing Activities:
Proceeds from the sale of real estate	—4,437			78,~~883~~588
Capital expenditures	—			(~~525~~1,050		)
Net cash provided by investing activities	—4,437			7,~~358~~538
Cash Flows from Financing Activities:
Distributions	(4856,~~466~~491		)	(4250,~~151~~225		)
Long-term debt borrowings	—			~~525~~1,085
Net cash used in financing activities	(4856,~~466~~491		)	(4149,~~626~~140		)
Cash:
Net (decrease) increase during period	(14,709		)	3,956
Net increase during period	24,614			40,600
Cash at beginning of period	72,111			39,708
Cash at end of period	$	5796,~~402~~725		$	4380,~~664~~308

See accompanying notes to the Condensed Consolidated Financial Statements.

TOYS “R” US PROPERTY COMPANY I, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER’S CAPITAL

(Unaudited)

(In thousands)	Member's Capital
Balance, January 29, 2011	$	43,085
Net earnings	2946,~~271~~280
Distributions	(4250,~~151~~225		)
Balance, July 30, 2011	$	30,205
Balance, October 29, 2011	$	39,140
Balance, January 28, 2012	$	46,286
Net earnings	2643,~~330~~096
Distributions	(4856,~~466~~491		)
Balance, July 28, 2012	$	24,150
Balance, October 27, 2012	$	32,891

See accompanying notes to the Condensed Consolidated Financial Statements.

Table of Contents

TOYS “R” US PROPERTY COMPANY I, LLC AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of presentation

As used herein, the “Company,” “we,” “us,” or “our” means Toys “R” Us Property Company I, LLC and its subsidiaries (“TRU Propco I”), except as expressly indicated or unless the context otherwise requires. TRU Propco I was formed onin September ~~15,~~ 2005 as part of a legal reorganization of the businesses of Toys “R” Us, Inc. (“TRU”). TRU, through various subsidiaries, operates or licenses Toys “R” Us and Babies “R” Us stores in the United States and foreign countries and jurisdictions. We are indirectly owned by TRU through our holding company, Wayne Real Estate Holding Company, LLC (“Wayne Holdings”), a direct wholly-owned subsidiary of TRU. We generate substantially all of our revenues, earnings and cash flows by leasing or subleasing properties primarily to our affiliate, Toys “R” Us-Delaware, Inc. (“Toys-Delaware”). The Company is one reportable segment.

The Condensed Consolidated Balance Sheets as of ~~July~~October 2827, 2012 and January 28, 2012, the Condensed Consolidated Statements of Operations for the thirteen and ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012 and ~~July~~October 3029, 2011, the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Changes in Member’s Capital for the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012 and ~~July~~October 3029, 2011, have been prepared by us in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting, and in accordance with the requirements of this Quarterly Report on Form 10-Q. Our interim Condensed Consolidated Financial Statements are unaudited and are subject to year-end adjustments. In the opinion of management, the financial statements include all known adjustments (which consist primarily of normal, recurring accruals, estimates and assumptions that impact the financial statements) necessary to present fairly the financial position at the balance sheet dates and the results of operations for the thirteen and ~~twenty~~thirty-~~six~~nine weeks then ended. The Condensed Consolidated Balance Sheet at January 28, 2012, presented herein, has been derived from our audited balance sheet included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2012, but does not include all disclosures required by GAAP. These financial statements should be read in conjunction with the financial statements and footnotes thereto included within our Annual Report on Form 10-K for the fiscal year ended January 28, 2012.

Prior Period Correction

In the third quarter of fiscal 2011, we recorded an approximate $2 million adjustment to increase Straight-line rent receivable from affiliate on our Condensed Consolidated Balance Sheet to correct a non-cash cumulative prior period straight-line lease accounting error. In addition, a corresponding adjustment was recorded of approximately $2 million to increase Base rents for the thirteen and thirty-nine weeks ended October 29, 2011 on the Condensed Consolidated Statement of Operations. Management concluded that this correction did not have a material impact on the financial statements for the thirteen and thirty-nine weeks ended October 29, 2011 or any previously reported financial statements.

2. Real estate, net

(In thousands)	~~July~~October 2827, 2012			January 28, 2012
Land	$	274,228		$	277,001
Buildings	~~749~~746,~~395~~120			751,744
Property and leasehold improvements	~~403~~402,~~238~~878			407,060
	1,426,861			1,435,805
	1,423,226			1,435,805
Less: accumulated depreciation	(~~567~~572,~~476~~792		)	(555,238		)
Total	$	~~859~~850,~~385~~434		$	880,567

Net properties held for sale

Assets held for sale represent assets owned by us that our management has committed to sell in the near term. The following assets are classified as held for sale:

(In thousands)	July 28, 2012
Land	$	2,773
Buildings	1,227
Property and leasehold improvements	1,185
	5,185
Less: accumulated depreciation	(1,918		)
Total	$	3,267

Subsequent to the second quarter of fiscal 2012, we sold a non-operating parcel classified as held for sale as of July 28, 2012, to an unrelated third party for gross proceeds of approximately $1 million, resulting in a nominal gain.

3. Discontinued operations

During the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012, we ~~classified~~sold aone property and a non-operating parcel, which were previously classified as held for sale, ~~and~~to ~~had two leases expire with~~ unrelated third ~~party~~parties ~~landlords~~ for ~~which~~gross weproceeds opted not to exercise the renewal options. The Amended and Restated Master Lease Agreement (the “TRU Propco I Master Lease”) requires Toys-Delaware to make a payment to the Company upon early termination of ~~the~~approximately ~~lease,~~$4 ~~as set forth under the terms of the TRU Propco I Master Lease~~million, orresulting ~~the~~in ~~successful~~a ~~execution~~net ofloss ~~the sale~~ of ~~such properties by the Company to a third party if the proceeds from the sale are~~ less than ~~the~~$1 ~~net present value of the base rent for such property over the remaining term for such property~~million. Additionally, ~~discounted~~we athad ~~10%~~an ~~per~~early ~~annum.~~termination ~~As per the terms~~ of ~~the~~a ~~TRU~~ground ~~Propco~~lease Iand ~~Master~~had ~~Lease, the~~ two leases ~~were~~expire ~~terminated~~with ~~early~~unrelated ~~and~~third weparty ~~recorded~~landlords ~~termination~~for ~~payments~~which ofwe ~~approximately~~opted $1not ~~million~~to inexercise ~~(Loss) earnings from discontinued operations on~~ the ~~Condensed~~renewal ~~Consolidated Statement of Operations~~options. The ~~Termination~~Amended ~~payments~~and ~~received~~Restated ~~are~~Master ~~included~~Lease inAgreement ~~Cash Flows from Operating Activities.~~

During the twenty-six weeks ended July 30, 2011, we sold two owned properties to unrelated third parties for gross proceeds of approximately $8 million, resulting in a net gain of less than $1 million. We recorded termination payments of approximately $4 million for properties sold during the twenty-six weeks ended July 30, 2011 in (Loss) earnings from discontinued operations on the Condensed Consolidated Statement of Operations. In addition, subsequent to the second quarter of fiscal 2011, we sold two more properties and terminated two leased properties with unrelated third party landlords prior to the expiration of the leases.5

~~We reported~~ (the ~~operating~~“TRU ~~results~~Propco ~~for~~I ~~these~~Master ~~properties~~Lease”) asrequires ~~(Loss)~~Toys-Delaware ~~earnings~~to ~~from~~make ~~discontinued~~a ~~operations~~payment onto the ~~Condensed~~Company ~~Consolidated~~upon ~~Statements~~early termination of ~~Operations~~a ~~for~~lease, as set forth under the ~~thirteen~~terms ~~and~~of ~~twenty-six~~the ~~weeks~~TRU ~~ended~~Propco ~~July 28~~I Master Lease, ~~2012~~or ~~and~~the ~~July 30,~~successful ~~2011.~~execution ~~The~~of ~~operating~~the ~~results~~sale ~~for~~of ~~these~~such properties ~~classified~~by asthe ~~discontinued~~Company ~~operations~~to ~~through~~a ~~July 28,~~third ~~2012~~party ~~were~~if ~~derived~~the proceeds from ~~our~~the ~~historical~~sale ~~financial~~are ~~information~~less ~~and~~than ~~have~~the ~~been~~net ~~segregated~~present ~~from~~value ~~continuing~~of ~~operations~~the ~~and~~base ~~reported~~rent ~~separately~~for onsuch property over the ~~Condensed~~remaining ~~Consolidated~~term ~~Statements~~for ofsuch ~~Operations~~property, ~~for~~discounted at 10% per annum. As per the ~~thirteen~~terms ~~and~~of ~~twenty~~the TRU Propco I Master Lease, we recorded termination payments of approximately $5 million during the thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012 ~~and~~in ~~July 30,~~Earnings ~~2011,~~from ~~respectively.~~discontinued ~~These~~operations ~~amounts~~on ~~have~~the ~~been~~Condensed ~~summarized~~Consolidated ~~below:~~Statement of Operations.

	13 Weeks Ended
(In thousands)	July 28, 2012			July 30, 2011
Total revenues	$	56		$	2,769
(Loss) earnings from discontinued operations	$	(219	)	$	2,319
	26 Weeks Ended
(In thousands)	July 28, 2012			July 30, 2011
Total revenues	$	1,279		$	5,912
Earnings from discontinued operations	$	1,964		$	5,113

During the thirty-nine weeks ended October 29, 2011, we sold three owned properties to unrelated third parties for gross proceeds of approximately $9 million, resulting in a net gain of less than $1 million. Additionally, we had an early termination of a ground lease. We recorded termination payments of approximately $6 million for the thirty-nine weeks ended October 29, 2011 in Earnings from discontinued operations on the Condensed Consolidated Statement of Operations.

We reported the operating results for these properties as Earnings from discontinued operations on the Condensed Consolidated Statements of Operations for the thirteen and thirty-nine weeks ended October 27, 2012 and October 29, 2011. The operating results for these properties classified as discontinued operations through October 27, 2012 were derived from our historical financial information and have been segregated from continuing operations and reported separately on the Condensed Consolidated Statements of Operations for the thirteen and thirty-nine weeks ended October 27, 2012 and October 29, 2011, respectively. These amounts have been summarized below:



	13 Weeks Ended
(In thousands)	October 27, 2012		October 29, 2011
Total revenues	$	4,315	$	2,888
Earnings from discontinued operations	$	3,724	$	3,144

	39 Weeks Ended
(In thousands)	October 27, 2012		October 29, 2011
Total revenues	$	5,854	$	9,250
Earnings from discontinued operations	$	5,250	$	8,365

4. Long-term debt

As of ~~July~~October 2827, 2012 and January 28, 2012, the carrying value of our debt was $~~935~~936 million and $934 million, respectively.

10.75% Senior Notes, due fiscal 2017 ($~~932~~933 million at ~~July~~October 2827, 2012)

As of ~~July~~October 2827, 2012 and January 28, 2012, the carrying value of our 10.75% senior unsecured notes due fiscal 2017 (the “Notes”) was $~~932~~933 million and $931 million, respectively, with fair values of approximately $1,~~045~~026 million and $1,064 million, respectively. The fair value of the Notes was estimated using Level 2 inputs, which represent quoted market prices of our debt instrument.

In accordance with the indenture governing the Notes, we commenced a tender offer on May 14, 2012 to purchase up to an aggregate principal amount of approximately $33 million of the Notes for approximately $32 million in cash. The tender offer expired on June 13, 2012, with no holders opting to tender at that time. Therefore, as permitted by the indenture, we made a cash distribution of approximately $32 million to TRU on June 21, 2012.

Lease Financing Obligation Associated with a Capital Project

During fiscal 2011, we were significantly involved in the construction of a leased store which included non-standard tenant improvements. As a result of our involvement, we are deemed the “owner” for accounting purposes and are required to capitalize the construction costs on our Condensed Consolidated Balance Sheet. Upon completion of the project, we performed a sale-leaseback analysis pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 840, “Leases”, and determined that we were unable to derecognize the assets capitalized during construction. Therefore, in conjunction with this lease, as of October 27, 2012 and January 28, 2012, we had a financing obligation of $3 million, respectively. The rental payments to the landlord are recognized as a reduction of the financing obligation and interest expense. We also continue to recognize rent expense on the ground lease for the land on which this asset was constructed.

~~conjunction~~Table ~~with this lease, as~~ of July 28, 2012 and January 28, 2012, we had a financing obligation of $3 million, respectively. The rental payments to the landlord are recognized as a reduction of the financing obligation and interest expense. We also continue to recognize rent expense on the ground lease for the land on which this asset was constructed.Contents

5 . Member’s capital

Wayne Holdings is the direct owner of 100% of our limited liability company interests. We evaluate our cash balances on an ongoing basis and periodically distribute cash to our ultimate parent company, TRU. From time to time, a portion of our cash may also be used to tender for a portion of the outstanding Notes as permitted by the indenture governing the Notes. If holders of the Notes elect not to tender their Notes, we may, at such time, in accordance with the indenture governing the Notes, make certain restricted payments, including distributing cash to TRU.

In accordance with the indenture governing the Notes, we commenced a tender offer on May 14, 2012 to purchase up to an aggregate principal amount of approximately $33 million of the Notes for approximately $32 million in cash. The tender offer expired on June 13, 2012, with no holders opting to tender at that time. Therefore, as permitted by the indenture, we made cash distributions of approximately $32 million to TRU on June 21, 2012.

During the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012, we made cash distributions of $2643 million and $2213 million in dividends and return of capital, respectively, which includes the cash distributions of approximately $32 million to TRU on June 21, 2012 related to the expired tender offer. During the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 3029, 2011, we made cash distributions of $2946 million and $134 million in dividends and return of capital, respectively.

6. Related party transactions

Rental Revenues

Our Rental revenues are derived from payments received under the TRU Propco I Master Lease we have entered into with Toys-Delaware. The TRU Propco I Master Lease provides for Toys-Delaware to reimburse us for property related costs including, among others, real estate taxes and common area maintenance charges. Some of these costs are directly paid by Toys-Delaware and are recorded as both an expense and a tenant reimbursement. During ~~each of~~ the thirteen weeks ended ~~July~~October 2827, 2012 and ~~July~~October 3029, 2011, we earned related party Base rent revenues of approximately $60 million and $62 million, respectively, excluding termination payments from Toys-Delaware. During the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012 and ~~July~~October 3029, 2011, we earned related party Base rent revenues of approximately $~~120~~180 million and $~~121~~183 million, respectively, excluding termination payments from Toys-Delaware. In addition, we recorded Tenant reimbursements of approximately $10 million and $11 million under our leasing arrangements with Toys-Delaware during ~~each of~~ the thirteen weeks ended ~~July~~October 2827, 2012 and ~~July~~October 3029, 2011, respectively. During the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012 and ~~July~~October 3029, 2011, we recorded Tenant reimbursements of approximately $2029 million and $2132 million, respectively.

Termination Payments

As discussed in Note 3 entitled “Discontinued operations”, the TRU Propco I Master Lease requires Toys-Delaware to make a payment to the Company upon early termination of a lease, as set forth under the terms of the TRU Propco I Master Lease, or the successful execution of the sale of such properties by the Company to a third party if the proceeds from the sale are less than the net present value of the base rent for such property over the remaining term for such property, discounted at 10% per annum. NoWe recorded termination payments ~~were~~of ~~recorded~~approximately ~~for~~$4 ~~the~~million ~~thirteen weeks ended July 28, 2012~~ and ~~approximately~~ $2 million ~~was recorded~~ for the thirteen weeks ended ~~July~~October 3027, 2012 and October 29, 2011., respectively. We recorded termination payments of approximately $15 million and $46 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012 and ~~July~~October 3029, 2011, respectively, in ~~(Loss)~~Earnings ~~earnings~~ from discontinued operations on the Condensed Consolidated Statement of Operations.

Management Service Fees

Toys-Delaware provides a majority of the centralized corporate functions, including accounting, human resources, legal, tax and treasury services to TRU, other affiliates and us under a Domestic Services Agreement (“Agreement”). The costs are based on a formula for each affiliate, as defined in the Agreement., and are recorded in Other operating expenses on the Condensed Consolidated Statements of Operations. During each of the thirteen weeks ended ~~July~~October 2827, 2012 and ~~July~~October 3029, 2011, the amounts charged to us for these services were approximately $1 million~~, and are recorded in Other operating expenses on the Condensed Consolidated Statements of Operations~~. During each of the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012 and ~~July~~October 3029, 2011, the amounts charged to us for these services were approximately $23 million~~, and are recorded in Other operating expenses on the Condensed Consolidated Statements of Operations~~.

Due from affiliate, net

As of ~~July~~October 2827, 2012 and January 28, 2012, Due from affiliate, net of $15 million and $10 million, respectively, primarily represents real estate taxes, certain property reimbursements and base rents owed to us by Toys-Delaware.


Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations

As used herein the “Company,” “we,” “us,” or “our” means Toys “R” Us Property Company I, LLC and its subsidiaries (“TRU Propco I”), except as expressly indicated or unless the content otherwise requires. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help facilitate an understanding of our financial condition and our historical results of operations for the periods presented. This MD&A should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended January 28, 2012 and Condensed Consolidated Financial Statements and the accompanying notes thereto, and contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements” below.

Our Business

We are a special purpose entity, owned indirectly by Toys “R” Us, Inc. (“TRU”) and formed in September 2005. Certain of our wholly-owned special purpose subsidiaries own fee and leasehold interests in ~~349~~347 properties in various retail markets throughout the United States. Under an operating company/property company structure, we lease these properties on a triple-net basis, to Toys “R” Us – Delaware, Inc. (“Toys-Delaware”), the operating entity for all of TRU’s North American businesses, which operates the properties as Toys “R” Us stores, Babies “R” Us stores or side-by-side stores, or subleases them to alternative retailers. Substantially all of our revenues and cash flows are derived from payments from Toys-Delaware under the Amended and Restated Master Lease Agreement (the “TRU Propco I Master Lease”). For quarterly financial statements and other information about our master tenant, Toys-Delaware, see Exhibit 99.1 to this report.

Results of Operations

Earnings from Continuing Operations

	13 Weeks Ended									2639 Weeks Ended
($ In thousands)	~~July~~October 2827, 2012		~~July~~October 3029, 2011		$ Change			% Change		~~July~~October 2827, 2012		~~July~~October 3029, 2011		$ Change			% Change
Earnings from continuing operations	$	1113,~~915~~042	$	1113,~~524~~865	$	~~391~~(823	)	3(5.49	)%	$	2437,~~366~~846	$	2437,~~158~~915	$	~~208~~(69	)	(0.92	)%

Earnings from continuing operations ~~increased~~decreased by $0.8 million and a nominal amount for the thirteen and ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012, respectively, compared to the same periods last year due primarily to a reduction in Total revenues.

Total Revenues

	13 Weeks Ended									2639 Weeks Ended
($ In thousands)	~~July~~October 2827, 2012		~~July~~October 3029, 2011		$ Change			% Change		~~July~~October 2827, 2012		~~July~~October 3029, 2011		$ Change			% Change
Total revenues	$	70,~~347~~113	$	7072,~~474~~851	$	(~~127~~2,738	)	(03.28	)%	$	~~141~~211,~~602~~454	$	~~142~~214,~~143~~545	$	(~~541~~3,091	)	(01.4	)%

Total revenues decreased by a$2.8 ~~nominal~~million, ~~amount~~or 3.8%, to $70.1 million for the thirteen weeks ended ~~July~~October 2827, 2012, compared to $72.9 million for the ~~same~~thirteen ~~period~~weeks ~~last~~ended ~~year~~October 29, 2011. The decrease was due to a decline in Base rents predominantly as a result of a non-cash cumulative straight-line lease accounting correction recorded in the third quarter of fiscal 2011, as well as a decrease in Tenant reimbursements.

Total revenues decreased by $03.50 million, or 01.4%, to $~~141~~211.65 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012, compared to $~~142~~214.15 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 3029, 2011. The decrease was due to a decline in Tenant reimbursements, ~~partially~~and ~~offset~~Base byrents anpredominantly ~~increase~~as a result of a non-cash cumulative straight-line lease accounting correction recorded in ~~Base~~the ~~rents~~third quarter of fiscal 2011.

Depreciation

	13 Weeks Ended									2639 Weeks Ended
($ In thousands)	~~July~~October 2827, 2012		~~July~~October 3029, 2011		$ Change			% Change		~~July~~October 2827, 2012		~~July~~October 3029, 2011		$ Change			% Change
Depreciation	$	87,~~885~~314	$	8,~~232~~046	$	~~653~~(732	)	7.(9.1	)%	$	1723,~~370~~985	$	1624,~~459~~471	$	~~911~~(486	)	5(2.50	)%

Depreciation ~~increased~~decreased by $0.7 million, orand ~~7.9%, to~~ $80.95 million for the thirteen ~~weeks ended July 28, 2012, compared to $8.2 million for the thirteen weeks ended July 30, 2011,~~ and ~~increased by $0.9 million, or 5.5%, to $17.4 million for the twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012, respectively, compared to ~~$16.5 million for~~ the ~~twenty-six~~same ~~weeks ended July 30, 2011. The increase for both~~ periods ~~was~~last ~~primarily due to accelerated depreciation related to a change in estimated lease terms~~year.

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Rental Expense

	13 Weeks Ended									2639 Weeks Ended
($ In thousands)	~~July~~October 2827, 2012		~~July~~October 3029, 2011		$ Change			% Change		~~July~~October 2827, 2012		~~July~~October 3029, 2011		$ Change			% Change
Rental expense	$	11,~~484~~859	$	1211,~~182~~958	$	(~~698~~99	)	(50.78	)%	$	2335,~~618~~828	$	2436,~~275~~101	$	(~~657~~273	)	(20.78	)%

Rental expense decreased by ~~$0.7~~a ~~million,~~nominal oramount ~~5.7%, to $11.5 million~~ for the thirteen ~~weeks ended July 28, 2012, compared to $12.2 million for the thirteen weeks ended July 30, 2011,~~ and ~~decreased by $0.7 million, or 2.7%, to $23.6 million for the twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012, compared to ~~$24.3 million for~~ the ~~twenty-six~~same ~~weeks ended July 30, 2011. The decrease for both~~ periods ~~was~~last ~~primarily due to an adjustment to the non-cash straight-line third party rent amounts related to a change in estimated lease terms~~year.

Common Area Maintenance Expenses

	13 Weeks Ended									2639 Weeks Ended
($ In thousands)	~~July~~October 2827, 2012		~~July~~October 3029, 2011		$ Change			% Change		~~July~~October 2827, 2012		~~July~~October 3029, 2011		$ Change			% Change
Common area maintenance expenses	$	9,~~771~~676	$	10,~~255~~712	$	(~~484~~1,036	)	(49.7	)%	$	1929,~~767~~359	$	2031,~~617~~218	$	(~~850~~1,859	)	(46.10	)%

Common area maintenance expenses decreased by $01.50 million, or 49.7%, to $9.87 million for the thirteen weeks ended ~~July~~October 2827, 2012, compared to $10.37 million for the thirteen weeks ended ~~July~~October 3029, 2011, and decreased by $01.8 million, or 46.10%, to $1929.84 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012, compared to $2031.62 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 3029, 2011. These expenses are fully reimbursed by our tenant under the TRU Propco I Master Lease, and are reflected in ~~Base~~Tenant ~~rents~~reimbursements, which is a component of Total revenues.

Other Operating Expenses

	13 Weeks Ended									2639 Weeks Ended
($ In thousands)	~~July~~October 2827, 2012		~~July~~October 3029, 2011		$ Change			% Change		~~July~~October 2827, 2012		~~July~~October 3029, 2011		$ Change			% Change
Other operating expenses	$	1,~~331~~471	$	1,~~359~~583	$	(28112	)	(27.1	)%	$	23,~~521~~726	$	24,~~721~~240	$	(~~200~~514	)	(712.41	)%

Other operating expenses decreased by a nominal amount for the thirteen and ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012, compared to the same periods last year.

Interest Expense

	13 Weeks Ended								2639 Weeks Ended
($ In thousands)	~~July~~October 2827, 2012		~~July~~October 3029, 2011		$ Change		% Change		~~July~~October 2827, 2012		~~July~~October 3029, 2011		$ Change		% Change
Interest expense	$	26,~~961~~751	$	26,~~922~~687	$	3964	0.12	%	$	5380,~~960~~710	$	5380,~~913~~600	$	47110	0.1	%

Interest expense increased by a nominal amount for the thirteen and ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012, compared to the same periods last year.

~~(Loss)~~Earnings ~~earnings~~ from Discontinued Operations

	13 Weeks Ended										2639 Weeks Ended
($ In thousands)	~~July~~October 2827, 2012			~~July~~October 3029, 2011		$ Change			% Change		~~July~~October 2827, 2012		~~July~~October 3029, 2011		$ Change			% Change
(Loss) earnings from discontinued operations	$	(219	)	$	2,319	$	(2,538	)	(109.4	)%	$	1,964	$	5,113	$	(3,149	)	(61.6	)%
Earnings from discontinued operations	$	3,724		$	3,144	$	580		18.4	%	$	5,250	$	8,365	$	(3,115	)	(37.2	)%

~~(Loss)~~Earnings ~~earnings~~ from discontinued operations ~~decreased~~increased by $20.56 million to ~~a loss of~~ $03.27 million for the thirteen weeks ended ~~July~~October 2827, 2012, compared to ~~earnings of~~ $2.3.1 million for the thirteen weeks ended ~~July~~October 3029, 2011. The ~~decrease~~increase was primarily due to aan increase in termination ~~payment~~payments of approximately $21.29 million from Toys-Delaware as required under the TRU Propco I Master Lease, ~~for~~as acompared ~~property~~to ~~sold in~~ the ~~second~~same ~~quarter~~period oflast ~~fiscal 2011~~year. See Note 6 to the Condensed Financial Statements entitled “Related party transactions” for further details.

Earnings from discontinued operations decreased by $3.1 million to $5.3 million for the thirty-nine weeks ended October 27, 2012, compared to earnings of $8.4 million for the thirty-nine weeks ended October 29, 2011. The decrease was primarily due

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~~Earnings from discontinued operations decreased by $3.1 million~~ to ~~$2.0~~a ~~million~~reduction ~~for~~in ~~the~~Base ~~twenty-six~~rents ~~weeks~~and ~~ended~~a ~~July 28, 2012, compared to earnings of $5.1 million for the twenty-six weeks ended July 30, 2011. The~~ decrease ~~was due to a decline~~ in termination payments ~~from Toys-Delaware as required under the TRU Propco I Master Lease~~ of $20.79 million ~~for properties sold during the twenty-six weeks ended July 28, 2012~~ compared to the same period last year. See Note 3 to the Condensed Financial Statements entitled “Discontinued operations” for further details.

Liquidity and Capital Resources

Overview

As of ~~July~~October 2827, 2012, we were in compliance with all of our covenants related to the 10.75% senior unsecured notes due fiscal 2017 (the “Notes”).

Our largest source of operating cash flows is cash collections from our lessees. In general, we utilize our cash to service debt, pay normal operating costs and at the discretion of our sole member, based on the recommendation of our management, and as permitted by the indenture governing the Notes, declare and pay dividends or make distributions. From time to time, a portion of our cash may also be used to tender for a portion of the outstanding Notes as permitted by the indenture governing the Notes. Refer to Note 4 to the Condensed Consolidated Financial Statements entitled “Long-term debt” for further details regarding the tender for the Notes.

Additionally, the indenture governing the Notes allows us to re-invest the net cash proceeds from the sale of properties within 720 days subsequent to the receipt of the proceeds. If net cash proceeds are not reinvested within 720 days of receipt, the net cash proceeds are deemed to be excess proceeds (“Excess Proceeds”). When the aggregate amount of Excess Proceeds exceeds $10.0 million, we are required to make an offer to all holders of the Notes within 30 days to purchase Notes with the Excess Proceeds. Although we have recognized sales proceeds in excess of $10.0 million as of ~~July~~October 2827, 2012, these are not classified as Excess Proceeds given the time that has elapsed from the sale of the properties.

We have been able to meet our cash needs principally by using cash on hand and cash flows from operations and we believe that cash from operations along with existing cash will be sufficient to fund expected cash flow requirements for the next twelve months.

Cash Flows

	26 Weeks Ended
	39 Weeks Ended
(In thousands)	~~July~~October 2827, 2012			~~July~~October 3029, 2011			Change
Net cash provided by operating activities	$	3376,~~757~~668		$	3882,~~224~~202		$	(45,~~467~~534	)
Net cash provided by investing activities	—4,437			7,~~358~~538			(73,~~358~~101		)
Net cash used in financing activities	(4856,~~466~~491		)	(4149,~~626~~140		)	(67,~~840~~351		)
Net (decrease) increase during period in cash	$	(14,709	)	$	3,956		$	(18,665	)
Net increase during period in cash	$	24,614		$	40,600		$	(15,986	)

Cash Flows Provided by Operating Activities

During the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012, net cash provided by operating activities was $3376.87 million compared to $3882.2 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 3029, 2011. The decrease in net cash provided by operating activities was primarily due to a decline in termination payments received from Toys-Delaware as required under the TRU Propco I Master Lease of approximately $23.7 million for early lease terminations and properties sold during the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012, as compared to the same period last year.

Cash Flows Provided by Investing Activities

During the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012, nonet cash ~~was~~ provided by investing activities was $4.4 million compared to $7.45 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 3029, 2011. The ~~Net~~decrease in net cash provided by investing activities ~~for~~was ~~the~~primarily ~~twenty-six~~due ~~weeks~~to ~~ended~~a ~~July 30,~~reduction ~~2011,~~in ~~was due to~~ proceeds from the sale of real estate of $74.92 million~~, partially offset by capital expenditures of $0~~.~~5 million incurred in the same period last year.~~

Cash Flows Used in Financing Activities

During the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012, net cash used in financing activities was $4856.5 million compared to $4149.61 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 3029, 2011. The increase in net cash used in financing activities was primarily due to a $6.3 million increase in Distributions, as compared to the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 3029, 2011.

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Debt

Refer to the Annual Report on Form 10-K and Note 4 to the Condensed Consolidated Financial Statements entitled “Long-term debt” for further details regarding our debt.

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Contractual Obligations and Commitments

Our contractual obligations consist mainly of payments related to Long-term debt and related interest and operating leases related to real estate used in the operation of our business. Refer to the “Contractual Obligations and Commitments” section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended January 28, 2012, for details on our contractual obligations and commitments.

Critical Accounting Policies

Our Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities as of the date of the financial statements and during the applicable periods. We base these estimates on historical experience and on other factors that we believe are reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions and could have a material impact on our Condensed Consolidated Financial Statements. Refer to the Annual Report on Form 10-K for the fiscal year ended January 28, 2012, for a discussion of critical accounting policies.

Recently Adopted Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). The amendments in this ASU generally represent clarification of Topic 820, but also include instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and International Financial Reporting Standards ~~(“IFRS”)~~. As of January 29, 2012, the Company ~~has~~ adopted ASU 2011-04 and ~~has~~ applied this guidance prospectively. The adoption of ASU 2011-04 did not have an impact on our Condensed Consolidated Financial Statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q, the other reports and documents that we have filed or may in the future file with the

Securities and Exchange Commission and other publicly released materials and statements, both oral and written, that we have

made or may make in the future, may contain “forward looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. All statements herein or therein that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. We generally identify these statements by words or phrases, such as “anticipate,” “estimate,” “plan,” “project,” “expect,” “believe,” “intend,” “foresee,” “forecast,” “will,” “may,” “outlook,” and similar words or phrases. These statements discuss, among other things, our strategy, future financial or operational performance, anticipated cost savings, results of restructurings, cash flows generated from operating activities, anticipated developments, future financings, targets and future occurrences and trends.

These statements are subject to risks, uncertainties, and other factors, including, among others, competition in the retail industry, seasonality of Toys-Delaware’s business, changes in consumer preferences and consumer spending patterns, general economic conditions in the United States and other countries in which Toys-Delaware conducts its business, Toys-Delaware’s ability to implement its strategy, our, Toys-Delaware’s and TRU’s respective substantial levels of indebtedness and related debt-service obligations and the covenants in their and our respective debt agreements, availability of adequate financing to us, Toys-Delaware and TRU, Toys-Delaware’s dependence on key vendors of merchandise, international events affecting the delivery of toys and other products to Toys-Delaware’s stores, and such risks, uncertainties and factors set forth under Item 1A entitled “RISK FACTORS” of our Annual Report on Form 10-K filed on April 27, 2012 and in our reports and documents filed with the Securities and Exchange Commission (which reports and documents should be read in conjunction with this Quarterly Report on Form 10-Q). We believe that all forward-looking statements are based on reasonable assumptions when made; however, we caution that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update these statements in light of subsequent events or developments, unless required by the Securities and Exchange Commission's rules and regulations. Actual results and outcomes may differ materially from anticipated results or outcomes discussed in any forward-looking statement.

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Item 3.	Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in our exposure to market risk during the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012. For a discussion of our exposure to market risk, refer to Item 7A entitled “QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2012.


Item 4.	Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are the controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the principal executive and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

We have evaluated, under the supervision and with the participation of our management, including our principal executive and principal financial officer, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this report.

Based on that evaluation, our principal executive and principal financial officer has concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the ~~second~~third quarter of fiscal 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION


Item 1.	Legal Proceedings

Although we do not currently have material legal proceedings pending against us, in the future, we may be involved in various lawsuits, claims and proceedings incident to the ordinary course of business. The results of litigation are inherently unpredictable. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in diversion of significant resources. The results of these lawsuits, claims and proceedings cannot be predicted with certainty.


Item 1A.	Risk Factors

As of the date of this report, there have been no material changes to the information related to Item 1A entitled “RISK FACTORS” disclosed in our Annual Report on Form 10-K for the fiscal year ended January 28, 2012.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

None.


Item 3.	Defaults Upon Senior Securities

None.


Item 4.	Mine Safety Disclosures

None.


Item 5.	Other Information

None.


Item 6.	Exhibits

See the Index to Exhibits immediately following the signature page hereto, which Index to Exhibits is incorporated herein by reference.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		TOYS “R” US PROPERTY COMPANY I, LLC
		(Registrant)
Date: September 11, 2012		/s/ F. Clay Creasey, Jr.
Date: December 11, 2012		/s/ F. Clay Creasey, Jr.
		F. Clay Creasey, Jr.
		Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

The following is a list of all exhibits filed or furnished as part of this report:

Exhibit No.		Description
3.1		Amended and Restated Certificate of Formation of TRU 2005 RE Holding Co., I, LLC, changing its name from TRU 2005 RE Holding Co. I, LLC to Toys “R” Us Property Company I, LLC (filed as Exhibit 3.1 to Registrant’s Form S-4 registration statement, filed on December 24, 2009 and incorporated herein by reference).
3.2		Second Amended and Restated Limited Liability Company Agreement of Toys “R” Us Property Company I, LLC (filed as Exhibit 3.2 to the Registrant’s Form S-4 registration statement, filed on December 24, 2009 and incorporated herein by reference).
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a – 14(a) and Rule 15d – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1		Toys “R” Us – Delaware, Inc. financial statements for the thirteen and ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2827, 2012 (filed as Exhibit 99.1 to the Form 8-K filed by Toys “R” Us, Inc. on ~~September~~December 11, 2012 and incorporated herein by reference).
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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