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ITEM 1.	BUSINESS

•	Grow and Build the Toys “R” Us and Babies “R” Us Brands Throughout the World. Invest in our existing stores and e-commerce platforms and continue to grow our brands globally.

•	Create a World Class Experience for Our Customers. Develop empowered teams that strive for flawless execution in every aspect of the in-store and omnichannel experience.

•	Create a Strong Financial Foundation. Continue to drive cost savings while we transition to our growth phase.

•	Make Talent and Culture a Competitive Advantage. Create a culture of high performance, responsiveness and agility.

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•	Buy Online, Pick Up In Store. Available within all stores in the United States, United Kingdom, Canada and Germany. Offers customers the ability to browse and shop online and pick up their purchases in-store in as little as one hour.

•	Ship to Store. Allows customers in the United States to purchase items online that may not be currently available in their local store, and have their order delivered to the local store of their choice, free of shipping charges.

•	Pay In-Store. Provides customers the flexibility to shop online and pay for their items in any store across the United States.

•	Ship from Store. Leverages inventory from our U.S. stores to improve the speed with which customers receive their online orders, as well as provide an additional option to fulfill these orders. This feature is also available in several of our international countries.

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•	marketing effectiveness;

•	advertising media optimization;

•	in-store operational productivity;

•	end-to-end process re-engineering;

•	private label product sourcing; and

•	supply chain efficiency.

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(1)	Devote on average 5,000 square feet to boutique areas for baby products.

(2)	Devote 20,000 to 40,000 square feet to traditional toy products and 10,000 to 30,000 square feet to baby products.

(3)	Devote 3,000 square feet to traditional toy products and includes our Babies “R” Us flagship store in Union Square, New York City.

(4)	“R” Us branded retail stores. Licensing revenue did not have a material impact on Net sales.

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Domestic — Our Domestic segment sells a variety of products through 866 stores that operate in 49 states in the United States, Puerto Rico and Guam and through e-commerce. As of January 30, 2016, our Domestic stores consisted of 361 traditional toy stores, 224 baby stores, 213 SBS stores and 68 Permanent Express stores, as well as Temporary Express locations. Domestic Net sales were $7,356 million for fiscal 2015, which accounts for 62% of our consolidated Net sales.

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International — Our International segment sells a variety of products through 756 operated and 252 licensed stores in 38 countries and jurisdictions and through e-commerce. As of January 30, 2016, our International stores consisted of 534 traditional toy stores, 202 SBS stores, 15 baby stores and 5 Permanent Express stores, as well as Temporary Express locations. International Net sales were $4,446 million for fiscal 2015, which accounts for 38% of our consolidated Net sales.

•	Baby — focused on serving newborns and children up to four years of age by offering a broad array of products, such as baby gear, commodities, infant care products, apparel, furniture, bedding and room décor; many of these items are available in toy and baby stores;

•	Core Toy — boys and girls toys, such as action figures, dolls and doll accessories, role play toys and vehicles;

•	Entertainment — video game software, systems and accessories, tablets, portable electronics and other related products;

•	Learning — educational electronics and developmental toys, such as our Imaginarium products in the United States and World of Imagination products at our International locations, construction toys, games, creative activities and pre-school merchandise which includes learning products, activities and toys; and

•	Seasonal — toys and other products geared toward holidays (including Christmas, Hanukkah, Three Kings, Chinese New Year, Carnival, Easter, Children’s Day, Golden Week and Halloween) and summer activities, as well as bikes, sporting goods, play sets and other outdoor products.

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(1)	This includes 68 Permanent Express stores and excludes the remaining 31 Temporary Express locations which remained open as of January 30, 2016. During the 2015 holiday selling season, we operated 135 Express stores domestically.

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(1)	This includes 5 Permanent Express stores and excludes the remaining 25 Temporary Express locations which remained open as of January 30, 2016. During the 2015 holiday selling season, we operated 35 Express stores internationally.

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ITEM 1A.	RISK FACTORS

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•	the availability of sufficient funds for the expansion;

•	the availability of attractive store locations and the ability to accurately assess the demographic or retail environment and customer demand at a given location;

•	the ability to negotiate favorable lease terms and obtain the necessary permits and zoning approvals;

•	the absence of occupancy delays;

•	the ability to construct, furnish and supply a store in a timely and cost effective manner;

•	the ability to hire and train new personnel, especially store managers, in a cost effective manner; and

•	general economic conditions.

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•	failure of our Internet service providers to perform their services properly and in a timely and efficient manner;

•	changes in consumer willingness to purchase goods via the Internet;

•	increases in software filters that may inhibit our ability to market our products through e-mail messages to our customers and increases in consumer privacy concerns relating to the Internet;

•	changes in applicable federal and state regulation, such as the Federal Trade Commission Act, the Children’s Online Privacy Act, the Fair Credit Reporting Act and the Gramm-Leach-Bliley Act and similar types of international laws;

•	breaches of Internet security including our new internal e-commerce platform;

•	failures in our Internet infrastructure or the failure of systems or third parties, such as telephone or electric power service, resulting in website downtime or other problems;

•	failure by us to process online customer orders properly and on time, which may negatively impact future online and in-store purchases by such customers;

•	failure by our service provider to provide warehousing and fulfillment services, which may negatively impact future online and in-store purchases by customers; and

•	failure to keep up with changes in technology.

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•	increasing our vulnerability to general economic and industry conditions;

•	requiring a substantial portion of cash flows from operating activities to be dedicated to the payment of principal and interest on our indebtedness, and as a result, reducing our ability to use our cash flows to fund our operations and capital expenditures, capitalize on future business opportunities, expand our business and execute our strategy;

•	increasing the difficulty for us to make scheduled payments on our outstanding debt and other obligations, as our business may not be able to generate sufficient cash flows from operating activities to meet our debt service obligations;

•	exposing us to the risk of increased interest expense due to changes in borrowing spreads and short-term interest rates;

•	causing us to make non-strategic divestitures;

•	limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements and general, corporate or other purposes; and

•	limiting our ability to adjust to changing market conditions and reacting to competitive pressure, placing us at a competitive disadvantage compared to our competitors who are less leveraged.

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•	incur certain additional indebtedness;

•	transfer assets between and among Toys “R” Us, Inc. and our various subsidiaries;

•	pay dividends on, repurchase or make distributions with respect to our or our subsidiaries’ capital stock or make other restricted payments;

•	issue stock of subsidiaries;

•	make certain investments, loans or advances;

•	transfer and sell certain assets;

•	create or permit liens on assets;

•	consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

•	enter into certain transactions with our affiliates; and

•	amend certain documents.

ITEM 1B.	UNRESOLVED STAFF COMMENTS

ITEM 2.	PROPERTIES

(1)	Owned buildings on leased land.

(2)

This includes 68 and 5 Permanent Express stores within our Domestic and International segments, respectively, that each have a cumulative lease term of at least two years and excludes the remaining 31 and 25 Temporary Express store locations within our Domestic and International segments, respectively, which remained open as of January 30, 2016. During the fiscal 2015 holiday selling season, we operated 135 Domestic and 35 International Express stores.

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(3)	Represents total square footage occupied, excluding any space dedicated to catwalks, parking lots and decks.

ITEM 3.	LEGAL PROCEEDINGS

ITEM 4.	MINE SAFETY DISCLOSURES

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ITEM 5.	MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 6.	SELECTED FINANCIAL DATA

(1)	Our fiscal year ends on the Saturday nearest to January 31 of each calendar year. With the exception of fiscal 2012, which included 53 weeks, all other fiscal years presented include 52 weeks.

(2)	Refer to the Adjusted EBITDA table within this section for certain income and expense items that management believes make it more difficult to assess the Company’s actual operating performance.

(3)	Includes current portion of long-term debt and short-term borrowings. Refer to Note 2 to our Consolidated Financial Statements entitled “SHORT-TERM BORROWINGS AND LONG-TERM DEBT” for further details.

(4)

Adjusted EBITDA is defined as EBITDA (earnings (loss) before net interest expense (income), income tax expense (benefit), depreciation and amortization), as further adjusted to exclude the effects of certain income and expense items that management believes make it more difficult to assess the Company’s actual operating performance including certain items which are generally non-recurring. We have excluded the impact of such items from internal performance assessments. We believe that excluding items such as Sponsors’ management and advisory fees, goodwill and asset impairment charges, restructuring charges, impact of litigation, noncontrolling interest, net gains on sales of properties and other charges, helps investors compare our operating performance with our results in prior periods. We believe it is appropriate to exclude these items as they are not related to ongoing operating performance and, therefore, limit comparability between periods and between us and similar companies.

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(a)	Primarily represents the incremental compensation expense related to certain one-time awards and modifications (net of forfeitures of certain officers’ awards).

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(b)	Asset impairments primarily due to the identification of underperforming stores, the relocation of certain stores and property sales. Refer to Note 1 to our Consolidated Financial Statements entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” and Note 4 to our Consolidated Financial Statements entitled “FAIR VALUE MEASUREMENTS” for further details.

(c)	Fiscal 2015 primarily represents expenses associated with the transition of our U.S. e-commerce operations and other transaction costs.

(d)

Represents the unrealized loss on foreign exchange related to the re-measurement of the portion of the tranche of loans in an aggregate principal amount of $280 million due fiscal 2019 (the “Tranche A-1 Loan”) attributed to Toys “R” Us (Canada) Ltd. Toys “R” Us (Canada) Ltee (“Toys-Canada”), an indirect wholly-owned subsidiary. Refer to Note 1 to our Consolidated Financial Statements entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” for further details.

(e)	Represents store closure costs, net of lease surrender income.

(f)	Represents fees expensed to the Sponsors in accordance with the advisory agreement. In June 2015, the advisory agreement was amended in order to reduce the advisory fees payable in fiscal 2015 and thereafter from $17 million to $6 million annually. Refer to Note 16 to our Consolidated Financial Statements entitled “RELATED PARTY TRANSACTIONS” for further details.

(g)	Represents noncontrolling interests in Asia JV.

(h)	Represents the sale of properties. Refer to Note 5 to our Consolidated Financial Statements entitled “PROPERTY AND EQUIPMENT” for further details.

(i)	Represents certain litigation expenses and settlements recorded for legal matters. Refer to Note 14 to our Consolidated Financial Statements entitled “LITIGATION AND LEGAL PROCEEDINGS” for further details.

(j)	Represents property losses, the write-off of damaged assets and repairs from a hurricane that hit the east coast of the United States, store fires in Australia, and an earthquake and resulting tsunami that hit the Northeast coast of Japan, net of insurance claims recognized.

(k)	Represents the impairment of goodwill associated with our Toys-Domestic and Toys-Japan reporting units. Refer to “CRITICAL ACCOUNTING POLICIES” within Item 7 entitled “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” for further details.

(l)	Represents the incremental expense related to the write-down of excess and obsolete inventory, as well as, third party fees associated with our clearance efforts.

(m)	Represents a non-cash cumulative correction of prior period accrued vacation accounting in fiscal 2013, partially offset by the non-cash cumulative correction of accounting for e-commerce prior period sales.

(n)	Represents additional charges related to our 2003 and 2005 restructuring activities primarily due to changes in management’s estimates for events such as lease terminations, assignments and sublease income adjustments.

(o)	Represents costs incurred in conjunction with the acquisition of 70% ownership interest in Asia JV from Li & Fung. Refer to Note 17 to our Consolidated Financial Statements entitled “ACQUISITIONS” for further details.

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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Domestic — Our Domestic segment sells a variety of products through 866 stores that operate in 49 states in the United States, Puerto Rico and Guam and through e-commerce. As of January 30, 2016, our Domestic stores consisted of 361 traditional toy stores, 224 baby stores, 213 SBS stores and 68 Permanent Express stores, as well as Temporary Express locations. Domestic Net sales were $7,356 million for fiscal 2015, which accounts for 62% of our consolidated Net sales.

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International — Our International segment sells a variety of products through 756 operated and 252 licensed stores in 38 countries and jurisdictions and through e-commerce. As of January 30, 2016, our International stores consisted of 534 traditional toy stores, 202 SBS stores, 15 baby stores and 5 Permanent Express stores, as well as Temporary Express locations. International Net sales were $4,446 million for fiscal 2015, which accounts for 38% of our consolidated Net sales.

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(1)	For an explanation of Adjusted EBITDA as a measure of the Company’s operating performance and a reconciliation to Net loss attributable to Toys “R” Us, Inc., refer to Item 6 entitled “SELECTED FINANCIAL DATA” of this Annual Report on Form 10-K.

•	Net sales decreased by $559 million compared to the prior year. Excluding a $571 million negative impact of foreign currency translation, Net sales increased by $12 million.

•	Consolidated same store sales increased by 0.9 percentage points driven by growth in our International segment.

•	Gross margin, as a percentage of Net sales, (“Gross margin rate”) remained consistent with the prior year.

•	SG&A decreased by $322 million primarily due to a favorable impact from foreign currency translation and reductions in payroll, advertising and occupancy expenses.

•	Net loss attributable to Toys “R” Us, Inc. improved by $162 million.

•	stores that have been remodeled while remaining open;

•	stores that have been relocated and/or expanded to new buildings within the same trade area, in which the new store opens at about the same time as the old store closes;

•	stores that have expanded within their current locations; and

•	sales from our e-commerce businesses.

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(1)	Consists primarily of non-product related revenues.

(1)	Consists primarily of non-product related revenues, including licensing revenue from unaffiliated third parties.

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(1)	The net increase in International stores compared to the prior year is primarily due to 29 stores in China and Southeast Asia.

(2)	The net increase in licensed stores from prior year is predominantly due to 22 stores in South Africa, four stores in the Philippines and three stores in South Korea.

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•	the cost of merchandise acquired from vendors;

•	freight in;

•	provision for excess and obsolete inventory;

•	shipping costs to consumers;

•	provision for inventory shortages; and

•	credits and allowances from our merchandise vendors.

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(1)	Primarily consists of credit card fees, which includes income from the Visa and MasterCard settlement in fiscal 2014.

(2)	Includes costs related to website hosting, transporting merchandise from distribution centers to stores, store related supplies and signage and other corporate-related expenses.

•	credit card program income;

•	gift card breakage income;

•	net gains on sales of properties;

•	foreign exchange gains and losses;

•	impairment of long-lived assets; and

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•	other operating income and expenses.

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(1)	Excluding the increase of the annual bonus, total expense dollars for payroll and related benefits expense dollars declined in fiscal 2014 as compared to fiscal 2013.

(2)	Fiscal 2014 includes property insurance claim settlements noted below.

(3)	Primarily consists of credit card fees, which includes income from the Visa and MasterCard settlement in fiscal 2014.

(4)	Includes costs related to transporting merchandise from distribution centers to stores, store related supplies and signage, website hosting and other corporate-related expenses.

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•	$450 million of 10.375% senior notes, due fiscal 2017

•	$725 million of 8.500% senior secured notes, due fiscal 2017

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(1)	Toys “R” Us - Delaware, Inc. had Cash and cash equivalents of $139 million, which includes Toys “R” Us Property Company II, LLC, the majority of Other Domestic and Toys-Canada, included within Other International.

(1)	Includes expenditures related to the “Clean and Bright” initiative.

(2)	Includes remodels and other store updates. Fiscal 2013 includes expenditures for SBS conversions as well as other baby integration remodels.

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•	On January 29, 2016, Toys-Japan entered into an additional bank loan with a syndicate of financial institutions for ¥4.1 billion ($34 million at January 30, 2016) which will mature on January 29, 2021.

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On December 18, 2015, certain of our foreign subsidiaries amended and restated the credit agreement for the European ABL Facility in order to extend the maturity date of the facility to December 18, 2020 and amend certain other provisions. The European ABL Facility, as amended, will continue to provide for a five-year £138 million ($197 million at January 30, 2016) asset-based senior secured revolving credit facility.

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On June 30, 2015, Toys-Japan entered into an agreement with a syndicate of financial institutions to refinance its Tranche 1 unsecured loan commitment line of credit into Tranche 1A and Tranche 1B. Tranche 1A is available in amounts up to ¥9.45 billion ($78 million at January 30, 2016) and expires on June 30, 2017. Tranche 1B is available in amounts up to ¥2.0 billion ($17 million at January 30, 2016) and expires on June 30, 2016.

(1)	Excluded from the minimum rental commitments displayed above are $1.4 billion related to options to extend ground lease terms that are reasonably assured of being exercised, the balance of which is predominantly related to fiscals 2021 and thereafter.

(2)	Excludes finance obligations associated with capital projects and capital lease obligations, which are included in “Capital leases and financing obligations.”

(3)	In an effort to manage interest rate exposure, we periodically enter into interest rate swaps and interest rate caps. Interest payments presented are net of interest rate swaps or caps.

(4)	Interest payments for our ABL Facility, European ABL Facility and our Toys-Japan unsecured credit lines were estimated based on the average borrowings under each of the facilities in fiscal 2015.

(5)	Purchase obligations consist primarily of open purchase orders for merchandise as well as an agreement to purchase fixed or minimum quantities of goods that are not included in our Consolidated Balance Sheet as of January 30, 2016.

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(6)	Includes service contract obligations, risk management liabilities, pension obligations, and other contractual commitments.

(7)	The above table does not reflect liabilities for uncertain tax positions of $30 million, which are included in other non-current liabilities. The amount and timing of payments with respect to these items are subject to a number of uncertainties such that we are unable to make sufficiently reliable estimates of the timing and amount of future payments.

(8)

The above table does not reflect the potential acquisition of Li & Fung’s 30% interest in Asia JV. The terms of the agreement provide us with the future option to acquire Li & Fung’s 30% interest in the business and also provides Li & Fung the option to require us to buy their 30% interest in the business beginning on April 30, 2017. Refer to Note 17 to our Consolidated Financial Statements entitled “ACQUISITIONS” for further details.

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ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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We enter into short-term, cross-currency intercompany loans with our foreign subsidiaries. The majority of this exposure is economically hedged through the use of foreign currency forward contracts. Our exposure to foreign currency risk related to exchange forward contracts on our short-term, cross-currency intercompany loans has not materially changed from fiscal 2014 to fiscal 2015. As a result, a 10% change in foreign currency exchange rates against the USD would not have a material impact on our pre-tax earnings related to our short-term, cross-currency intercompany loans that were outstanding as of January 30, 2016.

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Our foreign subsidiaries make USD denominated merchandise purchases through the normal course of business. From time to time, we enter into foreign exchange forward contracts to manage this exposure. As of January 30, 2016, we estimate that a 10% change in foreign currency exchange rates against the USD would impact our pre-tax earnings by $2 million with respect to our merchandise foreign exchange forward contracts. As of January 31, 2015, we did not have any outstanding foreign currency forward contracts.

•	Our Toys-Canada subsidiary borrowed a portion of the Tranche A-1 Loan denominated in USD, which is subject to foreign exchange re-measurement. As of January 30, 2016, we estimate that a 10% change in the Canadian Dollar against the USD would impact our pre-tax earnings by $11 million.

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ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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(1)	Fiscal 2013 includes $22 million of amortization and write-off of debt discount, which was previously presented within Other.

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•	For designated cash flow hedges, the effective portion of the changes in the fair value of derivatives is recorded in Accumulated other comprehensive loss and subsequently recorded in Interest expense in the Consolidated Statements of Operations at the time the hedged item affects earnings.

•	For designated cash flow hedges, the ineffective portion of a hedged derivative instrument’s change in fair value is immediately recognized in Interest expense in the Consolidated Statements of Operations.

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•	For designated fair value hedges, the change in the fair value of the derivative as well as the offsetting change in fair value of the hedged item attributable to the hedged risk are recorded in Interest expense in the Consolidated Statements of Operations.

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(1)	Includes advertising income from our websites, layaway income and other miscellaneous income and expense charges.

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•	Australian dollar for our subsidiary in Australia;

•	British pound sterling for our subsidiary in the United Kingdom;

•	Brunei dollar for our subsidiary in Brunei;

•	Canadian dollar for our subsidiary in Canada;

•	Chinese yuan for our subsidiary in China;

•	Euro for our subsidiaries in Austria, France, Germany, Spain and Portugal;

•	Hong Kong dollar for our subsidiaries in Hong Kong;

•	Japanese yen for our subsidiary in Japan;

•	Malaysian ringgit for our subsidiary in Malaysia;

•	Polish zloty for our subsidiary in Poland;

•	Singapore dollar for our subsidiary in Singapore;

•	Swiss franc for our subsidiary in Switzerland;

•	Taiwan dollar for our subsidiary in Taiwan; and

•	Thailand baht for our subsidiary in Thailand.

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(1)	On January 29, 2016, Toys “R” Us Iberia Real Estate S.L.U., using cash on hand, paid the €24 million final installment of its senior secured term loan facility (the “Spain Propco Facility Agreement.”)

(2)	On June 30, 2015, Toys “R” Us - Japan, Ltd. (“Toys-Japan”) entered into an agreement to refinance its committed line of credit (“Tranche 1” due fiscal 2015) into Tranche 1A due fiscal 2017 (“Tranche 1A”) and Tranche 1B due fiscal 2016 (“Trance 1B”).

(3)	Represents obligations of Toys “R” Us, Inc. (the “Parent Company”) legal entity. For further details on Parent Company information, refer to Schedule I — Parent Company Condensed Financial Statements and Notes to the Condensed Financial Statements.

(4)	Represents obligations of Toys “R” Us Property Company II, LLC (“TRU Propco II”).

(5)	Represents obligations of Toys “R” Us - Delaware, Inc. (“Toys-Delaware”).

(6)	Represents obligations of Toys “R” Us Property Company I, LLC and its subsidiaries (“TRU Propco I”).

(7)	On December 18, 2015, certain of our foreign subsidiaries amended and restated the European and Australian asset-based revolving credit facility (the “European ABL Facility”) to extend the maturity date of the facility and amend certain other provisions.

(8)	On January 29, 2016, Toys-Japan entered into an additional bank loan with an aggregate principal amount of ¥4.1 billion.

(9)	Represents obligations of the Parent Company and Toys-Delaware.

(10)	We maintain derivative instruments on certain of our long-term debt, which impact our effective interest rates. Refer to Note 3 entitled “DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES” for further details.

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•	incur certain additional indebtedness;

•	transfer money between the Parent Company and our various subsidiaries;

•	pay dividends on, repurchase or make distributions with respect to our or our subsidiaries’ capital stock or make other restricted payments;

•	issue stock of subsidiaries;

•	make certain investments, loans or advances;

•	transfer and sell certain assets;

•	create or permit liens on assets;

•	consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

•	enter into certain transactions with our affiliates; and

•	amend certain documents.

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(1)	These derivatives were designated for hedge accounting.

(2)	The Company de-designated a portion of this interest rate cap in fiscal 2010. Prior to its April 2015 maturity, 40% of the $500 million interest rate cap was designated as a cash flow hedge.

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(1)

Losses related to our short-term, intercompany loan foreign exchange contracts are recorded in Interest expense, in addition to the corresponding foreign exchange gains and losses related to our short-term, cross-currency intercompany loans. For further details related to gains and losses resulting from foreign currency transactions, refer to Note 1 entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.”

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(1)	Refer to Note 4 entitled “FAIR VALUE MEASUREMENTS” for the classification of our derivative instruments within the fair value hierarchy.

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(1)	Refer to Note 1 entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” for further details.

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(1)	Includes $44 million and $36 million of book overdraft cash as of January 30, 2016 and January 31, 2015, respectively.

(2)	Includes $90 million and $84 million of book overdraft cash as of January 30, 2016 and January 31, 2015, respectively.

(3)	January 31, 2015 includes fees payable to the Sponsors as a result of certain financing transactions. In December 2015, the Company’s Advisory Agreement was amended to waive all Transaction Fees including any prior accrued and unpaid transaction fees. Refer to Note 16 entitled “RELATED PARTY TRANSACTIONS” for further details.

(4)	Includes, among other items, employee benefits, accrued lease liabilities and other accruals. No individual amount included exceeds 5% of Total current liabilities.

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(1)	Excluded from the minimum rental commitments displayed above are $1.4 billion related to options to extend ground lease terms that are reasonably assured of being exercised, the balance of which is predominantly related to fiscals 2021 and thereafter.

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(1)

Foreign operations include the net impact of: differences between local statutory rates and the U.S. Federal statutory rate; the impact of changes to foreign valuation allowances; the net cost of foreign unrecognized tax benefits; the cost of repatriating foreign earnings, net of foreign tax credits; changes to our assertion regarding the permanent reinvestment of foreign earnings related to certain foreign entities; permanent items related to foreign operations; as well as enacted changes in the tax laws or rates or a change in the status of the enterprise.

(2)	Unrecognized tax benefits include benefits related to the resolution of issues in connection with resolving tax examinations, making protective elections, as well as changes to and clarifications of tax rules and regulations. Refer to “Unrecognized Tax Benefits” in this footnote.

(3)	Goodwill impairment represents the U.S. Federal tax cost associated with the amount of Goodwill that was impaired for which we did not have tax basis, and therefore for which we could not take a tax benefit.

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(1)	Includes deferred impact of finance obligations associated with capital projects.

(1)

In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This guidance requires entities to classify deferred tax liabilities and assets as noncurrent in a classified statement of financial position. The guidance is effective for interim and annual periods beginning after December 15, 2016, and may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. As permitted, the Company elected to early adopt this guidance effective January 30, 2016, and has applied the guidance prospectively. The adoption of this guidance did not have a significant impact on the Company’s financial statements, other than the prospective classification of deferred tax liabilities and assets as noncurrent in accordance with the new presentation requirements.

(2)	The current deferred tax liabilities are included as components of Accrued expenses and other current liabilities on our prior year Consolidated Balance Sheet.

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(1)	Reductions for tax positions of prior years include amounts related to the resolution of issues in connection with resolving tax examinations, making protective elections, as well as changes to and clarifications of tax rules and regulations.

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Domestic — Our Domestic segment sells a variety of products through 866 stores that operate in 49 states in the United States, Puerto Rico and Guam and through e-commerce. As of January 30, 2016, our Domestic stores consisted of 361 traditional toy stores, 224 baby stores, 213 side-by-side (“SBS”) stores and 68 smaller format stores with cumulative lease terms of at least two years (“Permanent Express”), as well as Temporary Express locations.

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International — Our International segment sells a variety of products through 756 operated and 252 licensed stores in 38 countries and jurisdictions and through e-commerce. As of January 30, 2016, our International stores consisted of 534 traditional toy stores, 202 SBS stores, 15 baby stores and 5 Permanent Express stores, as well as Temporary Express locations. Our operated stores are located in Australia, Austria, Brunei, Canada, China, France, Germany, Hong Kong, Japan, Malaysia, Poland, Portugal, Singapore, Spain, Switzerland, Taiwan, Thailand and the United Kingdom.

(1)	Consists primarily of non-product related revenues.

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(1)	Consists primarily of non-product related revenues, including licensing revenue from unaffiliated third parties.

(1)	Fiscal 2013 includes full impairments of the Toys-Domestic and Toys-Japan reporting unit’s goodwill balances of $361 million and $17 million, respectively. Refer to Note 1 entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” for further details.

(2)	Includes incremental expense related to the write-down of excess and obsolete inventory of $51 million for fiscal 2013.

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(1)	Includes cash and cash equivalents, deferred tax assets and other corporate assets.

(1)	Includes our wholly-owned operations in Puerto Rico and Guam.

(2)	Includes our wholly-owned operations in Germany, Austria, Switzerland, France, Spain, Portugal and Poland.

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(1)	Includes our wholly-owned operations in Puerto Rico and Guam.

(2)	Includes our wholly-owned operations in Germany, Austria, Switzerland, France, Spain, Portugal and Poland.

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(1)

Insurance contracts contain a minimum guaranteed return and are categorized as Level 2 as the fair value of the assets is equal to the total amount of all individual technical reserves plus the non allocated employer’s financing fund reserves at the valuation date. The individual technical and financing fund reserves are equal to the accumulated paid contributions taking into account the insurance ratification and any allocated profit sharing return.

(2)	Cash and cash equivalents include highly liquid investments with original maturities of three months or less at acquisition. Due to the short-term nature of these investments, their carrying amounts approximate fair value. Therefore, we have determined that our cash and cash equivalents in their entirety are classified as Level 1 within the fair value hierarchy.

(3)	In accordance with ASU 2015-07, securities which are measured at fair value using the NAV per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are to reconcile the fair value hierarchy to the total fair value of plan assets.

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(1)	Our Domestic and International businesses are highly seasonal with sales highest in the fourth quarter. During fiscals 2015, 2014 and 2013, 41%, 40% and 42%, respectively, of our total Net sales were generated in the fourth quarter. Our results of operations depend significantly upon the fourth quarter holiday selling season.

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(1)	Note is expressly subordinated in right of payment to the senior obligations of the Parent.

(2)	Includes accrued and unpaid interest.

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(1)	Represents obligations of Toys “R” Us, Inc. and Toys–Delaware.

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(1)

Gains and losses related to our short-term, intercompany loan foreign exchange contracts are recorded in Interest expense, net, in addition to the corresponding foreign exchange gains and losses related to our short-term, cross-currency intercompany loans. For further details related to gains and losses resulting from foreign currency transactions, refer to Note 1 to our Consolidated Financial Statements entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.”

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ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A.	CONTROLS AND PROCEDURES

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ITEM 9B.	OTHER INFORMATION

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(1)	Refer to “Directors” above for Mr. Brandon’s biography.

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ITEM 11.	EXECUTIVE COMPENSATION

•	David A. Brandon, Chairman of the Board and Chief Executive Officer;

•	Michael J. Short, Executive Vice President — Chief Financial Officer;

•	Richard Barry, Executive Vice President — Global Chief Merchandise Officer;

•	Monika M. Merz, President — Toys “R” Us, Asia Pacific(1);

•	David J. Schwartz, Executive Vice President — General Counsel & Corporate Secretary;

•	Antonio Urcelay, Former Chairman of the Board and Chief Executive Officer(2); and

•	Deborah Derby, Former Vice Chairman and Executive Vice President(3).

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•	provide each executive officer with compensation opportunities that are competitive with the compensation opportunities available to executives in comparable positions at companies with whom we compete for talent;

•	tie a significant portion of each executive officer’s compensation to our financial performance and his or her individual performance; and

•	align the interests of our executive officers with those of our equity holders.

•	base salary;

•	short-term annual incentive awards;

•	long-term incentives;

•	perquisites and other arrangements;

•	other benefits; and

•	benefits upon termination or change of control.

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•	Make talent and culture a competitive advantage;

•	Grow and build the TRU and BRU brands throughout the world;

•	Create a world class experience for our customers - innovate and lead; and

•	Create a strong financial foundation.

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(1)

The amount for Mr. Brandon represents a sign-on bonus. For Messrs. Barry and Schwartz and Mses. Merz and Derby the 2015 amounts represent 2013 Retention Bonuses of $1,200,000, $1,200,000, $997,513 and $1,400,000, respectively, as well as lump sum bonuses in lieu of a 2015 merit increase of $63,336, $73,336, $62,840 and $46,680, respectively. For Mr. Urcelay the 2015 amount represents the 2013 Retention Bonus and 2014 Retention Bonus of $1,283,892 and $1,856,975, respectively, and a lump sum bonus in lieu of a 2015 merit increase of $70,880. Refer to “NARRATIVE SUPPLEMENT TO THE SUMMARY COMPENSATION TABLE AND THE GRANTS OF PLAN-BASED AWARDS IN FISCAL 2015 TABLE” below for further details on the retention bonuses.

(2)

These amounts represent the aggregate grant date fair value of equity awards granted in the specified fiscal year as calculated pursuant to ASC 718 (excluding estimates of forfeitures related to service-based and performance-based vesting conditions). For additional information about the valuation assumptions with respect to equity awards, refer to Note 7 of the financial statements included in this Annual Report on Form 10-K entitled “STOCK-BASED COMPENSATION.” Refer to the “OUTSTANDING EQUITY AWARDS AT 2015 FISCAL YEAR-END” table below for the vesting terms and conditions of these awards which are outstanding at the end of fiscal 2015. There was no incremental expense associated with the 2015 Award Exchange in which Messrs. Barry, Schwartz and Urcelay and Ms. Merz received New Options in place of Old RSUs. Amounts reported reflect the incremental expense recognized in fiscal 2014 (computed in accordance with ASC 718) related to option exchanges which was $58,572 for Ms. Merz, $308,074 for Mr. Urcelay, and $6,948 for Ms. Derby. Amounts reported also reflect the incremental expense recorded during fiscal 2013 (computed in accordance with ASC 718) related to certain awards that were required to be liability-classified as a result of certain amendments to the Management Equity Plan.  The incremental expense recognized in fiscal 2013 related to an option exchange and option extension which was $10,333 for Ms. Merz, $270,883 for Mr. Urcelay, and $172 for Ms. Derby.

(3)

These amounts represent the annual incentive bonus, as well as the 2014 Long Term Incentive Award that was granted in 2014 and will be paid in April 2016 as a result of the Company meeting the performance targets. Messrs. Brandon, Short, Barry, Schwartz and Urcelay and Mses. Merz and Derby received an annual incentive bonus of $3,204,426, $743,614, $637,383, $637,383, $1,318,188, $582,815 and $413,482, respectively (pro-rated in the case of Mr. Urcelay and Ms. Derby). Messrs. Barry, Schwartz and Urcelay and Ms. Merz will receive $804,000, $1,085,400, $1,330,218 and $668,334, respectively, related to the 2014 Long Term Incentive Award, subject to continued service through April 2016 (except in the case of Mr. Urcelay due to his retirement). Additionally, Mr. Urcelay also received a Special Performance Bonus in Q3 2015 of $1,000,000 as a result of the Company meeting certain performance targets. Refer to “NARRATIVE SUPPLEMENT TO THE SUMMARY COMPENSATION TABLE AND THE GRANTS OF PLAN-BASED AWARDS IN FISCAL 2015 TABLE” below for further details on the 2014 Long Term Incentive Award and the Special Performance Bonus.

(4)	Mr. Brandon was hired in June 2015. The amounts presented for fiscal 2015 represent his pro rata compensation.

(5)

Includes $140,290 for relocation costs paid by the Company inclusive of gross-up amount of $62,010, $8,924 for car allowances and car lease, $11,467 for the incremental costs to the Company (calculated based upon the hourly rate, fuel costs and flight crew expenses) for Mr. Brandon’s personal usage of the corporate plane inclusive of gross-up amount of $3,335, and $868 of other items including for life insurance premiums and long-term disability premiums. Mr. Brandon is also permitted to have additional guests on the corporate plane for which there is no incremental cost to the Company.

(6)	Mr. Short was hired in June 2014. The amounts presented for fiscal 2014 represent his pro rata compensation.

(7)	Includes $585,666 for relocation costs paid by the Company inclusive of gross-up amount of $46,014, $39,400 of Company contribution to the SERP, $20,000 for financial planning, and $2,709 of other items including for life insurance premiums, Company contributions to a Health Savings Account and long-term disability premiums.

(8)	Includes $41,400 of Company contribution to the SERP, $21,600 for car allowance, $13,154 of Company matching contribution to the Savings Plan and $4,560 of other items including for financial planning, life insurance premiums, Company contribution to Health Savings Account and long-term disability premiums.

(9)	Ms. Merz is compensated in Canadian Dollars which are converted to USD each fiscal year based on the average monthly rate. The exchange rates are as follows:

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(10)

Includes gross-up amounts of $264,347 for host country local benefits, $135,990 for Japanese estimated national income tax for fiscal 2015, $148,931 for housing, $98,396 Company contributions to the Deferred Profit Sharing Plan, $50,432 for a Cost of Living Allowance (COLA), $41,383 for home leave for Ms. Merz and her spouse, $24,396 for tax equalization, $15,370 for a car allowance, $7,097 for Executive Wellness (benefit expenses not covered by the health plan), $5,103 for premiums for ex-patriate health care coverage for Ms. Merz and her spouse, and $14,268 of other items including for Company contribution to the RRSP, utilities, club fees for the American Club, tax preparations, furniture rental and language lessons.

(11)	Includes $41,400 of Company contribution to the SERP, $21,600 for car allowance, $10,600 of Company matching contributions to the Savings Plan, and $4,206 of other items including for an Executive Physical, life insurance premiums, Company contribution to the Health Savings Account and long-term disability premiums.

(12)	Mr. Urcelay is compensated in Euros which are converted to USD each fiscal year based on the average monthly rate. The exchange rates are as follows:

(13)	Includes gross-up amounts of $1,559,985 for United States taxes paid by the Company, $321,263 for the purchase of annuity products under the MAPFRE Policies inclusive of gross-up amount of $155,813, $66,032 for commuting expenses, $29,591 for executive life insurance premiums, $18,733 for a leased car, $13,086 for executive medical premiums and $557 for financial planning services.

(14)	Ms. Derby’s employment was terminated in August 2015. The salary and annual incentive bonus amounts presented for fiscal 2015 represent her pro rata compensation.

(15)	Includes $1,400,000 for severance earned in fiscal 2015, $16,461 for financial planning services, $8,770 for a leased car, $8,246 of Company matching contribution to the Savings Plan, $5,760 for COBRA costs, and $3,854 of other items including for an Executive Physical, Company contribution to a Health Savings Account, life insurance premiums and long-term disability premiums.

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(1)	We utilized a per share value of $8.00, which was the fair value of our shares of common stock as determined by the Board of Directors on May 4, 2015, the most recent valuation date prior to the date of the grant. As we are a privately held company, the value of shares of common stock is only available when a valuation is performed.

(2)

These awards were granted under the 2010 Incentive Plan. These amounts represent the aggregate grant date fair value, if any, as calculated pursuant to ASC 718 (excluding estimates of forfeitures related to service-based and performance-based vesting conditions). For additional information about the valuation assumptions with respect to equity awards, refer to Note 7 of the financial statements included in this Annual Report on Form 10-K entitled “STOCK-BASED COMPENSATION” for further information.

(3)

These amounts reflect estimated possible payouts under our TAD granted for fiscal 2015. Each named executive officer’s target payout was the following percentage of his or her base salary: 120% for Mr. Brandon, 110% for Ms. Merz, 100% for Mr. Short, Mr. Barry and Mr. Schwartz, 150% for Mr. Urcelay and 110% for Ms. Derby. Mr. Brandon is eligible for a prorated annual short-term incentive based on the actual number of days he is employed in fiscal year 2015, which would result in a target of $2,942,428 and a maximum of $3,923,237. Mr. Urcelay’s employment was terminated in December 2015 and he was eligible for a prorated annual short-term incentive award through October 31, 2015 for fiscal year 2015. Ms. Derby’s employment was terminated in August 2015 and she was eligible for a prorated annual short-term incentive award through August 3, 2015 for fiscal year 2015. The target payout is based solely on the Company's fiscal performance profitability metric, Adjusted Earnings Before Interest Taxes Depreciation and Amortization used for compensation purposes. For more information, refer to the “ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM—ANNUAL INCENTIVE AWARDS” section set forth above.

(4)

The Executive Committee of the Board sets the threshold, target and maximum funding levels for the Adjusted Compensation EBITDA of the TAD. Achievements at the respective levels would result in a payment at, above, or below the target level of each executive officer’s percentage of base salary. If the actual Adjusted Compensation EBITDA performance is less than the minimum threshold, no payments would occur. If the actual Adjusted Compensation EBITDA performance is greater than the maximum threshold, payments would be capped at 150%, or 160% of base salary for Mr. Brandon, of the executive officer’s annual TAD award target. Payouts of the actual annual TAD award payments are interpolated between 0% and 100% for financial performance which falls between the minimum and target thresholds and 100% and 150%, or 160% of base salary for Mr. Brandon, for financial performance which falls between the target and maximum thresholds. For a further description of these awards, refer to the “ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM—ANNUAL INCENTIVE AWARDS” set forth above.

(5)	These amounts reflect estimated possible payouts under our long-term incentive plan awards granted during fiscal 2015. For more information, refer to the “ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM—LONG TERM INCENTIVE” section set forth above.

(6)

These awards were granted under the 2010 Incentive Plan and shall vest and become non-forfeitable if, in any fiscal year of the Company ending on or before the last day of the Company's fiscal year ending January 2018, the Company achieves $600,000,000 in Adjusted EBITDA less the average capital expenditures for the prior three fiscal years. Payout of 50% of the award is within 30 days following the date on which the annual audited financial statements of the Company are delivered to the Company and approved by the Board. The remaining 50% of the payout is on the first anniversary of the first payment date.

(7)

This award was granted under the 2010 Incentive Plan and is subject to time-vesting and performance-vesting conditions. The performance-vesting condition shall be satisfied if, in any fiscal year of the Company ending on or before the last day of the Company's fiscal year ending 2021, the Company achieves $750,000,000 in Adjusted EBITDA less the average capital expenditures for the prior three fiscal years. The time-vesting condition will be satisfied in equal monthly installments over a period of forty-eight (48) months from the Grant Date.

(8)	These options were granted under the 2010 Incentive Plan in exchange for forfeiting the remaining outstanding restricted stock units that were granted on May 24, 2013. There was no incremental expense associated with this exchange (computed in accordance with ASC 718).

(9)	Ms. Derby’s options are included because they were granted on August 3, 2015. These options were unvested and therefore forfeited upon her termination on August 3, 2015.

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(1)

These options are subject to both a time-vesting and a performance-vesting condition. The time-vesting condition will be satisfied in equal monthly installments over 48 months following the grant date and the performance-vesting condition will be satisfied upon the Company’s achievement, in any fiscal year ending on or before the last day of the Company’s fiscal year ending January 2021, of $750,000,000 of Adjusted EBITDA less average capital expenditures for the prior three fiscal years. The vesting of these awards may accelerate under certain circumstances as further described below in “POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL.”

(2)	These options vest in four equal annual installments beginning on the first anniversary of the grant date. The vesting of these awards may accelerate under certain circumstances as further described below in “POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL.”

(3)

These stock options are subject to a performance component, where 50% of the stock options will satisfy the performance vesting contingency upon the occurrence, on or before the tenth anniversary of the grant date, of certain liquidity events for the Sponsors as described in Mr. Short’s employment agreement in which the consideration received by Sponsors reflects a price of the Company’s common stock of at least $26.75 per share and the remaining 50% of the stock options will satisfy the performance vesting contingency based upon the same criteria except that the price of the Company’s common stock shall be at a per share price of at least $33.50. For the options that satisfy the performance contingency criteria, such options will vest in equal annual installments over a four year period commencing with the first anniversary of the grant date. The vesting of these awards may accelerate under certain circumstances as further described below in “POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL.”

(4)	These options vest 50% on the grant date, 25% on the first anniversary of the grant date and 25% on the second anniversary of the grant date. The vesting of these awards may accelerate under certain circumstances as further described below in “POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL.”

(5)	These awards vest 50% on May 24, 2016 and 50% on May 24, 2017. The vesting of these awards may accelerate under certain circumstances as further described below in “POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL.”

(6)	The options issued in replacement of restricted stock units are subject to the same vesting schedule that applied to the restricted stock units as of immediately prior to the cancellation (50% vested on October 31, 2014, and 12.5% vested on each of January 31, 2015, April 30, 2015, July 31, 2015 and October 31, 2015).

(7)

The awards granted to Ms. Merz will become fully vested and exercisable upon retirement as she meets the age and service criteria for retirement (i.e. voluntary termination of employment after attaining age 60 with at least ten years of continuous service to the Company). Upon retirement in December 2015, the awards granted to Mr. Urcelay became fully vested and exercisable as he met the age and service criteria for retirement. Ms. Merz has announced her retirement from the Company effective May 31, 2016. Upon retirement, the awards granted to Ms. Merz will become fully vested and exercisable as she has met the age and service criteria for retirement.

(8)	Pursuant to the terms of the award agreements for the 2014 Option Exchange and the 2015 Award Exchange, the portion of an executive officer’s stock options that have fully vested as of such executive officer’s termination date (unless termination was due to cause) shall be exercisable up to the applicable expiration date as set forth in the respective award.

(9)	Ms. Derby’s employment was terminated in August 2015, therefore, all outstanding and unvested options were forfeited.

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(1)	In calculating the amounts set forth in the table, we utilized a per share value of $8.00, which was the fair value of our shares of common stock as determined by the Board of Directors on May 4, 2015, the most recent determination date prior to the date of vesting. As we are a privately held company, the value of shares of common stock is only available when a valuation is performed.

(1)

We make an annual contribution to the SERP for each U.S. executive officer who is employed on the last day of the SERP plan year. The amount of the contribution is equal to 4% of that portion of the eligible executive officer’s “total compensation” in excess of the dollar limits under Internal Revenue Code Section 401(a)(17). Due to the fact that Mr. Brandon’s employment commenced in July 2015, he was not eligible to participate in the Savings Plan and the SERP plan as he did not yet satisfy length of employment criteria set forth under the plans. Due to the fact that Ms. Derby’s employment terminated in August 2015, she did not receive a contribution during fiscal 2015. Generally, total compensation means compensation as reported on Form W-2 with the Internal Revenue Service or such other definition as is utilized under the Savings Plan. However, total compensation includes amounts paid pursuant to our TAD but does not include sign-on bonuses, retention bonuses, project completion bonuses or other types of success bonuses. The Executive Committee of the Board may at its discretion also credit additional notional contributions if the Company had an exceptional year.

(2)	All contributions that we made for each executive officer for fiscal 2015 were included in the “All Other Compensation” column of the “SUMMARY COMPENSATION TABLE” above.

(3)

Earnings on nonqualified deferred compensation were not required to be reported in the “SUMMARY COMPENSATION TABLE”. Each U.S. executive’s SERP account is credited or debited with “Declared Interest,” which is based upon hypothetical investments selected by the executive officer pursuant to procedures established by the administrative committee that administers the SERP. The Administrator of the SERP determines the number of investment options available under the SERP and such investment options are comprised of a subset of the investment options available under the Savings Plan. Participants in the SERP have the right to change their hypothetical investment selections on a daily basis. The contributions made by the Company vest five years after the executive officer’s first day of employment with the Company. All SERP distributions are paid in lump sums upon termination of the participant’s employment with the Company. In conjunction with Ms. Derby’s employment with the Company being terminated in August 2015, Ms. Derby received a SERP distribution paid in a lump sum.

(4)	Of the aggregate balance amount set forth in this column, $30,240 was previously reported in the Summary Compensation table for Ms. Derby for prior fiscal years and $1,608,615 was previously reported in the Summary Compensation Table for contributions to the Spain Savings Plan and the MAPFRE policies for Mr. Urcelay for prior fiscal years.

(5)	These amounts reflect the annuity products purchased for the benefit of Mr. Urcelay under the MAPFRE Polices which become payable upon retirement, although no distributions were made to Mr. Urcelay in fiscal 2015.

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•	any base salary earned, but unpaid as of the date of his or her termination;

•	any employee benefits that he or she may be entitled to under the Company’s employee benefit plans; and

•	any annual incentive award for the immediately preceding fiscal year that is earned, but unpaid as of the date of the executive’s termination.

•	any base salary earned, but unpaid as of the date of the executive’s termination;

•	any employee benefits that he may be entitled to under the Company’s employee benefit plans;

•	any annual incentive award for the immediately preceding fiscal year that is earned, but unpaid as of the date of the executive’s termination; and

•	a pro rata portion of the executive’s annual incentive award for the current fiscal year earned through the date of termination, based on the Company’s actual results as opposed to the executive’s target annual incentive award.

•	any base salary earned, but unpaid as of the date of the executive’s termination;

•	any employee benefits that the executive may be entitled to under the Company’s employee benefit plans;

•	any annual incentive award for the immediately preceding fiscal year that is earned, but unpaid as of the date of the executive’s termination;

•	a pro rata portion of the executive’s annual incentive award earned through the date of termination, based on the Company’s actual results as opposed to the executive’s target annual incentive award; and

•

continuation of medical, dental and life insurance benefits, with the executive paying a portion of such costs as if his employment had not terminated, until the earlier to occur of (i) the end of the twenty four (24) month period (in the case of Messrs. Brandon, Barry and Schwartz) or the end of an eighteen (18) month period (in the case of Mr. Short) commencing on the date of termination of employment or (ii) the date on which the executive commences to be eligible for coverage under substantially comparable medical, dental and life insurance benefit plans from any subsequent employer.

•

upon execution of a release of claims in favor of the Company, an amount equal to 1.6 times his then-current base salary, which amount is payable in twenty four (24) monthly installments, except such amount will be payable in a lump sum, subject to statutory limitations, if the executive’s termination of employment occurs within two years after a change in control (as defined in the 2010 Incentive Plan);

•

if a change in control of the Company occurs prior to a public offering and Mr. Brandon receives payments and benefits that would cause him to be subject to the excise tax triggered under Section 4999 of the Internal Revenue Code, he will receive an additional amount sufficient to cover 50% of (i) the amount of such excise tax and (ii) any applicable federal, state income and employment taxes that may apply to the additional amounts paid; and

•	reimbursement of all costs: (i) reasonably incurred in connection with relocating his family back to Michigan and (ii) all costs incurred in connection with the early termination of his lease for housing in the New Jersey area.

•	upon execution of a release of claims in favor of the Company, an amount equal to two times the sum of (x) the executives then-current base salary and (y) executive’s target annual bonus (provided however, if Mr. Short’s employment terminates prior to the second anniversary of the commencement of his employment (June 23, 2016), he

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•	engage in any business that directly or indirectly is a Competitive Business (as defined in each of their employment agreements);

•	enter the employ of, or render any services to, any person who or which engages in a Competitive Business;

•	acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly;

•	interfere with, or attempt to interfere with, business relationships between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates;

•	solicit to leave the employment of, or encourage any employee of the Company or its affiliates to leave the employment of, the Company or its affiliates;

•	hire any such employee who was employed by the Company or its affiliates as of the date of executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to, the termination of his employment with the Company; and

•	solicit to leave the employment of, or encourage to cease to work with, as applicable, the Company or its affiliates or any consultant, supplier or service provider under contract with the Company or its affiliates.

•	any base salary earned, but unpaid as of the date of her termination; and

•	any employee benefits that she may be entitled to under Toys “R” Us Canada Ltd.’s employee benefit plans.

•	any base salary earned, but unpaid as of the date of her termination;

•	any employee benefits that she may be entitled to under the Toys “R” Us Canada Ltd.’s employee benefit plans; and

•	any annual incentive award for the immediately preceding fiscal year that is earned, but unpaid as of the date of her termination.

•	any base salary earned, but unpaid as of the date of her termination;

•	any employee benefits that she may be entitled to under the Company’s employee benefit plans;

•	any annual incentive award for the immediately preceding fiscal year that is earned, but unpaid as of the date of her termination;

•	a pro rata portion of her annual incentive award earned through the date of termination, based on the Company’s actual results as opposed to her target annual incentive award;

•	upon execution of a release of claims in favor of the Company, an amount equal to two (2) times the sum of: (x) her current base salary for the fiscal year in which her employment was terminated and (y) her target annual incentive award, payable in equal installments for twenty four (24) months in accordance with normal payroll periods; provided if

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•	continuation of dental and life insurance benefits, with the executive paying a portion of such costs as if her employment had not terminated, until the earlier to occur of (i) the end of the twenty four (24) month period commencing on the date of termination of employment or (ii) time she accepts other employment and becomes eligible for dental and life insurance coverage.

•	engage either directly or indirectly in a Competitive Business (as defined in her employment agreement);

•	enter the employ of, or render any services to, any person who or which engages in a Competitive Business;

•	acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly;

•	interfere with, or attempt to interfere with, business relationships between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates;

•	solicit to leave the employment of, or encourage any employee of the Company or its affiliates to leave the employment of, the Company or its affiliates;

•	hire any such employee who was employed by the Company or its affiliates as of the date of her termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to, the termination of her employment with the Company; and

•	solicit to leave the employment of, or encourage to cease to work with, as applicable, the Company or its affiliates or any consultant, supplier or service provider under contract with the Company or its affiliates.

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(1)	Pursuant to the 2010 Incentive Plan, awards would vest upon retirement date. Because retirement eligibility is defined as attaining age 60 with at least ten (10) years of continuous service, Mr. Brandon is not retirement eligible.

(2)	Severance amounts payable due to Termination Without Cause or Resignation For Good Reason are payable over a two (2) year period. Upon a change in Control such payments will be paid in a lump-sum amount, subject to statutory limitations.

(3)	In the event of a change in control and/or termination without cause or resignation for good reason, a lump sum payment would be made for any TAD that is earned but unpaid. Upon death or disability, a lump sum payment would be made for a pro rata portion of the TAD based on the percentage of the fiscal year that has elapsed through the date in which the death or disability occurs.

(4)

Pursuant to the 2010 Incentive Plan, upon death or disability, the performance cash award will remain outstanding through the last day of the fiscal year in which such termination occurs and the award will vest if the performance conditions are actually met by the end of the period. Upon termination by the Company without Cause or a resignation for Good Reason, the performance cash award will remain outstanding through the last day of the fiscal year subsequent to the fiscal year in which such termination occurs and the award will vest if the performance conditions are actually met by the end of the period. In calculating the amounts set forth in the table, we assumed achievement of the financial metric. Upon a change in control, the performance cash award is deemed earned in full.

(5)

In the event that Mr. Brandon is terminated by the Company without Cause or resigns for Good Reason, the time-vesting condition will be deemed satisfied in full and the options will remain outstanding through the last day of the fiscal year subsequent to the fiscal year in which such termination occurs for purposes of determining whether the performance-vesting conditions have been satisfied. If such termination is due to death or permanent disability, the option will remain outstanding through the last day of the fiscal year in which such death or permanent disability occurs. In calculating the amounts set forth in the table, we utilized a per share value of $8.00, which was the fair value of our shares of common stock as determined by the Board of Directors on May 4, 2015. As we are a privately held company, the value of our shares of common stock is only available when a valuation is performed. Because the per share value of $8.00 is equal to the option exercise price of $8.00, no value is reflected in the table.

(6)	Represents estimated Company costs based on fiscal 2015 actual amounts (and estimated amounts for the 2015 period prior to Mr. Brandon’s hiring) for medical, dental and life insurance coverage for the duration of the two (2) year severance period. The amount excludes estimates for certain relocation costs upon termination.

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(1)	If the employment for Mr. Short is terminated for cause or he resigns without good reason, he will be required to reimburse the Company for relocation expenses as per the terms of his employment agreement.

(2)	Pursuant to the 2010 Incentive Plan, awards would vest upon retirement date. Because retirement eligibility is defined as attaining age 60 with at least ten (10) years of continuous service, Mr. Short is not retirement eligible.

(3)	Severance amounts payable due to a Termination Without Cause or Resignation For Good Reason are payable over a two (2) year period. Upon a Change in Control, such payments will be paid in a lump-sum amount, subject to statutory limitations.

(4)	In the event of a change in control and/or termination without cause or resignation for good reason, a lump sum payment would be made for any TAD that is earned but unpaid. Upon death or disability, a lump sum payment would be made for a pro rata portion of the TAD based on the percentage of the fiscal year that has elapsed through the date in which the death or disability occurs.

(5)

Pursuant to the 2010 Incentive Plan, the unvested portion of time-based options will accelerate and become vested upon retirement, death, disability or a change in control. In calculating the amounts set forth in the table, we utilized a per share value of $8.00, which was the fair value of our shares of common stock as determined by the Board of Directors on May 4, 2015. As we are a privately held company, the value of shares of our common stock is only available when a valuation is performed. Because the per share value of $8.00 is equal to the option exercise price of $8.00, no value is reflected in the table. In addition, no value is reflected in the table for the performance-based options, as the performance criteria has not been met as of fiscal year-end 2015.

(6)

Pursuant to the 2010 Incentive Plan, upon death or disability, the performance cash award will remain outstanding through the last day of the fiscal year in which such termination occurs and the award will vest if the performance conditions are actually met by the end of the period. Upon termination by the Company without Cause or a resignation for Good Reason, the performance cash award will remain outstanding through the last day of the fiscal year subsequent to the fiscal year in which such termination occurs and the award will vest if the performance conditions are actually met by the end of the period. In calculating the amounts set forth in the table, we assumed achievement of the financial metric. Upon a change in control, the performance cash award is deemed earned in full.

(7)	Represents estimated Company costs based on fiscal 2015 actual amounts for medical, dental and life insurance coverage for the duration of the eighteen (18) month severance period.

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(1)	Pursuant to the 2010 Incentive Plan, awards would vest upon retirement date. Because retirement eligibility is defined as attaining age 60 with at least ten (10) years of continuous service, Mr. Barry is not retirement eligible.

(2)	Severance amounts payable due to a Termination Without Cause or Resignation For Good Reason are payable over a two (2) year period. Upon a Change in Control, such payments will be paid in a lump-sum amount, subject to statutory limitations.

(3)	In the event of a change in control and/or termination without cause or resignation for good reason, a lump sum payment would be made for any TAD that is earned but unpaid. Upon death or disability, a lump sum payment would be made for a pro rata portion of the TAD based on the percentage of the fiscal year that has elapsed through the date in which the death or disability occurs.

(4)

Pursuant to the 2010 Incentive Plan, the unvested portion of options will accelerate and become vested upon retirement, death, disability or change of control. In calculating the amounts set forth in the table, we utilized a per share value of $8.00, which was the fair value of our shares of common stock as determined by the Board of Directors on May 4, 2015. As we are a privately held company, the value of shares of common stock is only available when a valuation is performed. Because the per share value of $8.00 is equal to the option exercise price of $8.00, no value is reflected in the table.

(5)

Pursuant to the 2010 Incentive Plan, upon retirement, death or disability, the performance cash award is deemed earned as of the date of termination and the award is based on actual achievement at the end of the performance period. In calculating the amounts set forth in the table, we assumed achievement of the financial metric at threshold. Upon change in control, the performance cash award is deemed earned at target achievement. The payout is prorated based on the elapsed time within the performance period prior to the date of termination or change in control.

(6)	Retention amount is prorated based on the number of months that have elapsed from the grant date through January 30, 2016.

(7)	Represents estimated Company costs based on fiscal 2015 actual amounts for medical, dental and life insurance coverage for the duration of the two (2) year severance period.

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(1)	All amounts calculated in Canadian dollars have been converted to USD using the rate of 1.0000 CAD = 0.7685 USD.

(2)	Pursuant to the 2010 Incentive Plan, awards would vest upon retirement date. Because retirement eligibility is defined as attaining age 60 with at least ten (10) years of continuous service, Ms. Merz has satisfied the retirement eligibility criteria.

(3)	All severance amounts are payable over a two year period. Upon a Change in Control, such payments will be paid in a lump sum amount.

(4)	In the event of a change in control, termination without cause or resignation for good reason (which includes expiration of employment term), termination due to reassignment of position or death, a lump sum payment would be made for any TAD that is earned but unpaid.

(5)

Pursuant to the 2010 Incentive Plan, the unvested portion of options will accelerate and become vested upon retirement, death, disability or a change in control. In calculating the amounts set forth in the table, we utilized a per share value of $8.00, which was the fair value of our shares of common stock as determined by the Board of Directors on May 4, 2015. As we are a privately held company, the value of shares of common stock is only available when a valuation is performed. Because the per share value of $8.00 is equal to the option exercise price of $8.00, no value is reflected in the table.

(6)

Pursuant to the 2010 Incentive Plan, upon retirement, death or disability, the performance cash award is deemed earned as of the date of termination and the award is based on actual achievement at the end of the performance period. In calculating the amounts set forth in the table, we assumed achievement of the financial metric at threshold. Upon change in control, the performance cash award is deemed earned at target achievement. The payout is prorated based on the elapsed time within the performance period prior to the date of termination or change in control.

(7)	Retention amount is prorated based on the number of months that have elapsed from the grant date through January 30, 2016.

(8)	Represents estimated Company costs of dental and life insurance coverage based on fiscal 2015 actual amounts for the duration of the two (2) year severance period. The amount excludes estimates for certain relocation costs from Japan to Ms. Merz’s residence in Canada upon termination.

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(1)	Pursuant to the 2010 Incentive Plan, awards would vest upon retirement date. Because retirement eligibility is defined as attaining age 60 with at least ten (10) years of continuous service, Mr. Schwartz is not retirement eligible.

(2)	Severance amounts payable due to a Termination Without Cause or Resignation For Good Reason are payable over a two (2) year period. Upon a Change in Control, such payments will be paid in a lump-sum amount, subject to statutory limitations.

(3)	In the event of a change in control and/or termination without cause or resignation for good reason, a lump sum payment would be made for any TAD that is earned but unpaid. Upon death or disability, a lump sum payment would be made for a pro rata portion of the TAD based on the percentage of the fiscal year that has elapsed through the date in which the death or disability occurs.

(4)

Pursuant to the 2010 Incentive Plan, upon retirement, death or disability, the performance cash award is deemed earned as of the date of termination and the award is based on actual achievement at the end of the performance period. In calculating the amounts set forth in the table, we utilized a per share value of $8.00, which was the fair value of our shares of common stock as determined by the Board of Directors on May 4, 2015. As we are a privately held company, the value of shares of common stock is only available when a valuation is performed. Because the per share value of $8.00 is equal to the option exercise price of $8.00, no value is reflected in the table.

(5)

Pursuant to the 2010 Incentive Plan, upon death or disability, the performance cash award will remain outstanding through the last day of the fiscal year in which such termination occurs and the award will vest if the performance conditions are actually met by the end of the period. Upon termination by the Company without Cause or a resignation for Good Reason, the performance cash award will remain outstanding through the last day of the fiscal year subsequent to the fiscal year in which such termination occurs and the award will vest if the performance conditions are actually met by the end of the period. In calculating the amounts set forth in the table, we assumed achievement of the financial metric. Upon a change in control, the performance cash award is deemed earned in full.

(6)

Pursuant to the 2010 Incentive Plan, upon retirement, death or disability, the performance cash award is deemed earned as of the date of termination and vesting of the award is based on performance conditions. In calculating the amounts set forth in the table, we assumed achievement of the financial metric at threshold. Upon change in control, the performance cash award is deemed earned at target achievement. The payout is prorated based on the elapsed time within the performance period prior to the date of termination or change in control.

(7)	Retention amount is prorated based on the number of months that elapsed from the grant date through January 30, 2016.

(8)	Represents estimated Company costs based on fiscal 2015 actual amounts for medical, dental and life insurance coverage for the duration of the two (2) year severance period.

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(1)

These amounts represent the aggregate grant date fair value of equity awards granted in fiscal 2015 as calculated pursuant to ASC 718 (excluding estimates of forfeitures related to service-based and performance-based vesting conditions). For additional information about the valuation assumptions with respect to equity awards, refer to Note 7 of the financial statements included in this Annual Report on Form 10-K entitled "STOCK-BASED COMPENSATION."

(2)

At the end of fiscal 2015, Mr. Goodman held 12,500 unvested restricted stock units. In addition, Mr. Goodman has deferred receipt of shares deliverable upon settlement of 15,909 restricted stock units, which were awarded for his services in fiscal 2012 and 2014, until his resignation from the Company's Board of Directors. Mr. Goodman has deferred receipt of shares deliverable upon settlement of 3,335 restricted stock units, which were awarded for his service in fiscal 2013, until the earlier of June 20, 2018 or his separation from service from the Company's Board of Directors.

(3)	During fiscal 2015, Mr. Goodman was paid $150,000, which amount represents his annual cash retainer and his Audit Committee Chairman retainer. In addition, Mr. Goodman was granted an award of $100,000 of restricted stock units, which amount represents his annual grant for fiscal 2015.

(4)	At the end of fiscal 2015, Mr. Markee held 37,500 vested stock options and 3,410 vested restricted stock units.

(5)	During fiscal 2015, Mr. Markee was paid $177,000, which amount represents his annual cash retainer as well as his final board member payment (per his separation on September 15, 2015). In addition, Mr. Markee was granted an award of $150,000 of restricted stock units, which amount represents his annual grant for fiscal 2015. These RSUs

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(6)	At the end of fiscal 2015, Mr. Sales held 18,750 vested stock options and 18,750 vested restricted stock units.

(7)

During fiscal 2015, Mr. Sales was paid $300,000, which amount represents his annual cash retainer as well as his final board member payment (per his separation on September 15, 2015). In addition, Mr. Sales was granted an award of $150,000 of restricted stock units, which amount represents his annual grant for fiscal 2015. These RSUs were forfeited on September 15, 2015. Mr. Sales was also granted an award of 18,750 stock options with a grant date fair value of $8.00 per share.

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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For purposes of this table, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Exchange Act pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any shares of Common Stock with respect to which such person has (or has the right to acquire within 60 days, i.e., by April 30, 2016 in this case) sole or shared voting power or investment power.

(1)	Total Beneficial Ownership includes shares, deferred stock units deliverable within 60 days and options exercisable within 60 days.

(2)	Unless otherwise indicated, the beneficial ownership of any named person does not exceed, in the aggregate, one percent of our outstanding equity securities on March 1, 2016, as adjusted as required by applicable rules.

(3)

Includes shares held by Bain Capital (TRU) VIII, L.P., Bain Capital (TRU) VIII-E, L.P., Bain Capital (TRU) VIII Coinvestment, L.P., Bain Capital Integral Investors, LLC and BCIP TCV, LLC (collectively, the “Bain Capital Entities”). Bain Capital Investors, LLC (“BCI”) is the general partner of Bain Capital Partners VIII, L.P. which is the general partner of Bain Capital (TRU) VIII, L.P. and Bain Capital (TRU) VIII Coinvestment, L.P. BCI is also the general partner of Bain Capital Partners VIII E, L.P. which is the general partner of Bain Capital (TRU) VIII-E, L.P. BCI is also the Administrative Member of Bain Capital Integral Investors, LLC and BCIP TCV, LLC. By virtue of the relationships described above, each of the foregoing entities may be deemed to beneficially own the shares held by the Bain Capital Entities. Each such entity disclaims beneficial ownership of the shares held by the Bain Capital Entities

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(4)

Shares owned of record by Toybox Holdings, LLC are also beneficially owned by its majority member, KKR Millennium Fund L.P. As the sole general partner of KKR Millennium Fund L.P., KKR Associates Millennium L.P. may be deemed to be the beneficial owner of such securities beneficially owned by KKR Millennium Fund L.P. As the sole general partner of KKR Associates Millennium L.P., KKR Millennium GP LLC also may be deemed to be the beneficial owner of such securities beneficially owned by KKR Millennium Fund L.P. Each of KKR Fund Holdings L.P. (as the designated member of KKR Millennium GP LLC); KKR Fund Holdings GP Limited (as a general partner of KKR Fund Holdings L.P.); KKR Group Holdings L.P. (as a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited); KKR Group Limited (as the sole general partner of KKR Group Holdings L.P.); KKR & Co. L.P. (as the sole shareholder of KKR Group Limited) and KKR Management LLC (as the sole general partner of KKR & Co. L.P.) may also be deemed to be the beneficial owner of the securities beneficially owned by KKR Millennium Fund L.P. As the designated members of KKR Management LLC, Henry R. Kravis and George R. Roberts may also be deemed to beneficially own the securities beneficially owned by KKR Millennium Fund L.P. Messrs. Kravis and Roberts have also been designated as managers of KKR Millennium GP LLC by KKR Fund Holdings L.P. Messrs. Raether and Taylor are members of our Board of Directors and are each an executive of Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates. Each of Messrs. Raether and Taylor disclaim beneficial ownership of the securities held by Toybox Holdings, LLC. For a description of material relationships between KKR and us over the last three years, refer to Item 13 entitled “Certain Relationships and Related Transactions and Director Independence” of this Annual Report on Form 10-K. The address of the entities listed above and Mr. Kravis, is c/o Kohlberg Kravis Roberts & Co. L.P., West 57th Street, Suite 4200, New York, New York 10019. For Messrs. Raether and Taylor, the address is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Menlo Park, CA 94025.

(5)

Represents shares of record held by Vornado Truck LLC. As the owner of 100% of the equity of Vornado Truck LLC, Vornado Realty L.P. may be deemed to be the beneficial owner of such shares. Also, as the sole general partner of Vornado Realty L.P., Vornado Realty Trust may be deemed to be the beneficial owner of such shares. Also, Mr. Macnow is a member of our Board of Directors and also an executive of Vornado Realty Trust. As such, he may be deemed to be a beneficial owner of these shares. He disclaims beneficial ownership of shares held by Vornado Truck LLC. The address for each of these persons and entities is c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019.

(1)	Represents the shares of our common stock issuable pursuant to outstanding options under the 2010 Incentive Plan.

(2)	Represents the shares of our common stock which may be issued pursuant to future issuances under the 2010 Incentive Plan.

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

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(1)	For fiscals 2015 and 2014, the audit fees consisted of professional services performed in connection with the audit of the Company’s annual consolidated financial statements, review of financial statements included in our 10-Q filings, the Sarbanes-Oxley Section 404 audit and services that are normally provided in connection with statutory and regulatory filings or engagements.

(2)	For fiscal 2015, audit-related fees primarily consisted of fees related to special purpose audits. For fiscal 2014, audit-related fees primarily consisted of fees related to special purpose audits, the COSO 2013 implementation and refinancing transactions.

(3)	For fiscals 2015 and 2014, tax fees consisted of a variety of U.S. Federal, state and non-U.S. tax advisory and compliance services.

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ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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