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ITEM 1.	BUSINESS

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

•	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 - Innovate and Lead. 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.

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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.

•	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 markets.

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

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•	A Registry mobile app that allows customers to manage their baby registry anytime, from anywhere.

•	The Endless Earnings program where domestically, expectant parents receive 5% rewards on the first $300 in purchases and 10% on every purchase thereafter with no limits, encouraging parents to use their registry as their ultimate shopping list that pays them back.

•	Innovative programs, classes and expert services for expectant and new parents, which include monthly in store events and exclusive offers for registrants.

•	Wish List. Allows parents and kids to create a tailored list of desired toys that gift-givers can utilize to make their purchases.

•	Geoffrey’s Birthday Club. Parents receive exciting offers to help prepare for their child’s birthday and kids are invited to our stores to receive special gifts and meet Geoffrey the Giraffe.

•	“R” Us Credit Card. We offer co-branded and private label credit cards which allows customers to finance purchases at our stores, online and at other businesses, and receive loyalty benefits, deals and promotions in exchange.

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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 879 stores that operate in 49 states in the United States, Puerto Rico and Guam and through e-commerce. As of January 28, 2017, our Domestic stores consisted of 358 traditional toy stores, 223 baby stores, 212 SBS stores, 48 Long-Term Express stores and 38 Outlets, as well as Temporary Express locations. Domestic Net sales were $7,131 million for fiscal 2016, which accounted for 62% of our consolidated Net sales.

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International — Our International segment sells a variety of products through 812 operated and 257 licensed stores in 37 countries and jurisdictions and through e-commerce. As of January 28, 2017, our International stores consisted of 574 traditional toy stores, 208 SBS stores, 16 Long-Term Express stores and 14 baby stores, as well as Temporary Express locations. International Net sales were $4,409 million for fiscal 2016, which accounted 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, consumables, 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, drones, 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, sports toys, play sets and other outdoor products.

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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.

•	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;

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•	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

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ITEM 2.	PROPERTIES

(1)	Owned buildings on leased land.

(2)	This includes 48 and 16 Long-Term Express stores within our Domestic and International segments, respectively, and excludes the remaining 10 and 29 Temporary Express store locations within our Domestic and International segments, respectively, which remained open as of January 28, 2017. During the fiscal 2016 holiday selling season, we operated 74 Domestic and 52 International Express stores.

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

ITEM 3.	LEGAL PROCEEDINGS

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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)

In accordance with the retrospective adoption of Accounting Standards Update (“ASU”) 2015-03 and ASU 2015-15, we revised the balance sheet presentation of debt issuance costs from Other assets to a deduction from the carrying amount of Long-term debt on the Consolidated Balance Sheet as of January 30, 2016.  For further details, refer to Note 1 to our Consolidated Financial Statements entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.”

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

(5)

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, severance, restructuring charges, impact of litigation, store closure costs, noncontrolling

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(a)	Fiscals 2016 and 2015 primarily represent expenses associated with the transition of our U.S. e-commerce operations and other transaction costs.

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

(c)	Represents noncontrolling interests in Asia JV.

(d)	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.

(e)	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.

(f)	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.

(g)	Represents sales of properties and intellectual property. Refer to Note 1 to our Consolidated Financial Statements entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” and Note 5 to our Consolidated Financial Statements entitled “PROPERTY AND EQUIPMENT” for further details.

(h)

Represents the unrealized (gain) 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.

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

(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 incremental expense related to the clearance of excess and obsolete inventory, as well as, third party fees associated with these efforts.

(l)	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.

(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.

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 879 stores that operate in 49 states in the United States, Puerto Rico and Guam and through e-commerce. As of January 28, 2017, our Domestic stores consisted of 358 traditional toy stores, 223 baby stores, 212 SBS stores, 48 Long-Term Express stores and 38 Outlets, as well as Temporary Express locations. Domestic Net sales were $7,131 million for fiscal 2016, which accounted for 62% of our consolidated Net sales.

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International — Our International segment sells a variety of products through 812 operated and 257 licensed stores in 37 countries and jurisdictions and through e-commerce. As of January 28, 2017, our International stores consisted of 574 traditional toy stores, 208 SBS stores, 16 Long-Term Express stores and 14 baby stores, as well as Temporary Express locations. International Net sales were $4,409 million for fiscal 2016, which accounted 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 $262 million compared to the prior year, predominantly due to a decrease in same store sales and Domestic store closures.

•	Consolidated same store sales decreased by 1.4 percentage points due to a decline in both our International and Domestic segments.

•	Gross margin, as a percentage of Net sales, (“Gross margin rate”) decreased in our Domestic segment due to higher shipping costs associated with increased e-commerce sales, partially offset by an increase in our International segment.

•	SG&A decreased by $113 million primarily due to reductions in annual bonus expense and flagship store operating costs.

•	Net loss attributable to Toys “R” Us, Inc. decreased by $94 million.

•	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. decreased 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 or contracted within their current locations; and

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•	sales from our e-commerce businesses.

(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 38 stores in China and Southeast Asia.

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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.

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

•	credit card program income;

•	net gains on sales of assets;

•	gift card breakage income;

•	impairment of long-lived assets;

•	foreign exchange gains and losses; and

•	other operating income and expenses.

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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.

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

(2)	Includes remodels and other store updates.

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On November 3, 2016, we completed $512 million of Commercial Mortgage-Backed Securities (“CMBS”) financing and $88 million of mezzanine financing. The proceeds and a $51 million rent prepayment from Toys-Delaware to Toys “R” Us Property Company II, LLC (“TRU Propco II”) in conjunction with an amendment to the master lease agreement, along with cash on hand were used to redeem the aggregate principal amount of $725 million of 8.500% senior secured notes due 2017 of TRU Propco II (the “Propco II Notes”). TRU Propco II entered into a mortgage loan agreement (the “Mortgage Loan Agreement”), providing for a floating-rate loan (the “Propco II Mortgage Loan”) in the initial principal amount of $512 million. The Propco II Mortgage Loan has a three-year initial term expiring on November 9, 2019, and may be extended for two one-year terms at the option of TRU Propco II, subject to certain conditions, including meeting certain ratios at the time of the extension and, in the case of the second extension option, payment of an extension fee. If the Giraffe Junior Mezzanine Loan described below is outstanding, TRU Propco II may only exercise the extension options on the Propco II Mortgage Loan if the term of the Giraffe Junior Mezzanine Loan is also extended.

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On August 16, 2016, we, along with our indirect wholly-owned subsidiary TRU Taj LLC (“TRU Taj”) and TRU Taj Finance, Inc. (together with TRU Taj, the “Taj Note Issuers”) completed the offers to exchange the Parent Company’s outstanding 10.375% senior notes due 2017 (the “2017 Notes”) and 7.375% senior notes due 2018 (the “2018 Notes” and, together with the 2017 Notes, the “Senior Notes”) for newly issued 12.000% senior secured notes due fiscal 2021 (the “Taj Notes”) of the Taj Note Issuers and, in the case of the 2017 Notes, $110 million in cash (the “Exchange Offers”). An additional $34 million of Taj Notes were issued in concurrent private placements, of which $26 million were issued for cash, with the remainder issued as payment to certain noteholders in connection with the Exchange Offers. Additionally, on August 26, 2016, the Taj Note Issuers issued an additional $142 million of Taj Notes in a private placement, of which a portion of the proceeds was used to redeem the remaining 2017 Notes. As a result of these transactions, all of the 2017 Notes, in an aggregate principal amount of $450 million, and $192 million of the 2018 Notes were exchanged or redeemed, with $208 million in principal of the 2018 Notes still outstanding. The aggregate principal amount of Taj Notes issued was $583 million.

•	On June 30, 2016, Toys-Japan entered into an agreement to refinance and combine its Tranche 1B and Tranche 2 committed credit lines into a new Tranche 2 committed credit line. Tranche 2 is now available in amounts up to ¥9.45 billion ($82 million at January 28, 2017) and expires on June 29, 2018.

(1)	Excluded from the minimum rental commitments displayed above are $1.5 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 2022 and thereafter.

(2)	Excludes finance obligations associated with capital projects and capital lease obligations, which are included in “Capital lease 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 caps, when applicable.

(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 2016.

(5)	Purchase obligations consist primarily of open purchase orders for merchandise as well as agreements to purchase fixed or minimum quantities of goods that are not included in our Consolidated Balance Sheet as of January 28, 2017.

(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 $33 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

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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. Therefore, 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 28, 2017 and 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 28, 2017 and January 30, 2016, we estimate that a 10% change in foreign currency exchange rates against the USD would impact our pre-tax earnings by $24 million and $2 million, respectively, with respect to our merchandise foreign exchange 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 28, 2017, we estimate that a 10% change in the Canadian Dollar against the USD would impact our pre-tax earnings by $12 million.

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ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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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.

•	For designated fair value hedges, the change in the fair value of the derivative as well as the offsetting change in the 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)	In accordance with the retrospective adoption of ASU 2015-03 and ASU 2015-15, we have revised the presentation of the carrying amounts of individual debt liabilities as of January 30, 2016.  For further details, refer to Note 1 entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.”

(2)	Represents obligations of Toys “R” Us, Inc. (the “Parent Company”) legal entity.

(3)

On August 16, 2016, we completed the offering to exchange the outstanding 10.375% senior notes due 2017 (the “2017 Notes”) and 7.375% senior notes due 2018 (the “2018 Notes” and, together with the 2017 Notes, the “Senior Notes”) for new 12.000% senior secured notes due 2021 (the “Taj Notes”) issued by the Taj Note Issuers (as defined below) and, in the case of the 2017 Notes, $110 million in cash. An additional $34 million of Taj Notes were issued in concurrent private placements, of which $26 million were issued for cash, with the remainder issued as payment to certain noteholders in connection with the Exchange Offers (as defined below). On August 26, 2016, the Taj Note Issuers issued $142 million in additional Taj Notes in a private placement, of which a portion of the proceeds was used to redeem the remaining 2017 Notes. As a result of these transactions, all of the 2017 Notes, in an aggregate principal amount of $450 million, and $192 million of the 2018 Notes were exchanged or redeemed, with $208 million in principal of the 2018 Notes still outstanding. The aggregate principal amount of Taj Notes issued was $583 million.

(4)	On June 30, 2016, Toys “R” Us – Japan, Ltd. (“Toys-Japan”) entered into an agreement to refinance and combine two of its existing unsecured loan commitment lines of credit (“Tranche 1B” due fiscal 2016 and “Tranche 2” due fiscal 2016) into a new Tranche 2 committed credit line, expiring on June 29, 2018.

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(5)	Represents obligations of Toys “R” Us Property Company II, LLC (“TRU Propco II”). TRU Propco II is a single-purpose entity and is a separate entity from the Company. The assets and credit of TRU Propco II and its direct parent Giraffe Junior Holdings, LLC (“Giraffe Junior”) are not available to satisfy the debts or other obligations of the Company or any affiliate.

(6)

On November 3, 2016, we completed $512 million of CMBS financing and $88 million of mezzanine financing. The proceeds and a $51 million rent prepayment from Toys “R” Us – Delaware, Inc. (“Toys-Delaware”) to TRU Propco II in conjunction with an amendment to the master lease agreement, along with cash on hand were used to redeem the aggregate principal amount of $725 million of 8.500% senior secured notes due 2017 of TRU Propco II (the “Propco II Notes”). TRU Propco II entered into a mortgage loan agreement (the “Mortgage Loan Agreement”), providing for a floating-rate loan (the “Propco II Mortgage Loan”) in the initial principal amount of $512 million. Additionally, Giraffe Junior, our indirect wholly-owned subsidiary that owns 100% of the equity interest in TRU Propco II, entered into a mezzanine loan agreement (the “Mezzanine Loan Agreement”) providing for a fixed-rate loan (the “Giraffe Junior Mezzanine Loan”) in the initial principal amount of $88 million.

(7)	Represents obligations of Toys-Delaware.

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

(9)	Represents obligations of Giraffe Junior.

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

(11)	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.

•	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)	On October 31, 2016, in connection with the Propco II Mortgage Loan, TRU Propco II entered into an interest rate cap agreement maturing on November 15, 2019, capping LIBOR at 2.50%, with an initial notional amount of $512 million which amortizes in conjunction with the principal of the Propco II Mortgage Loan.

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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.”

(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 $32 million and $44 million of book overdraft cash as of January 28, 2017 and January 30, 2016, respectively.

(2)	Includes $53 million and $90 million of book overdraft cash as of January 28, 2017 and January 30, 2016, respectively.

(3)	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 $1.5 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 2022 and thereafter.

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(1)

Foreign operations benefit in fiscal 2016 primarily related to a benefit from a deemed repatriation of earnings from a high tax international jurisdiction. Foreign operations also 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.

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

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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 879 stores that operate in 49 states in the United States, Puerto Rico and Guam and through e-commerce. As of January 28, 2017, our Domestic stores consisted of 358 traditional toy stores, 223 baby stores, 212 side-by-side (“SBS”) stores, 48 smaller format stores with cumulative lease terms of at least two years (“Long-Term Express”) and 38 Outlet stores, as well as Temporary Express locations.

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International — Our International segment sells a variety of products through 812 operated and 257 licensed stores in 37 countries and jurisdictions and through e-commerce. As of January 28, 2017, our International stores consisted of 574 traditional toy stores, 208 SBS stores, 16 Long-Term Express stores and 14 baby 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.

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

(2)	In accordance with the retrospective adoption of ASU 2015-03 and ASU 2015-15, as of January 30, 2016, we have revised the balance sheet presentation of debt issuance costs from Other assets to a deduction from the carrying amount of Long-term debt. For further details, refer to Note 1 entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.”

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

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

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

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

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(1)	As of the fiscal 2016 curtailment date, participants ceased to accrue future service benefits.

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(1)	Due to the plan curtailment in fiscal 2016, there is no rate of compensation increase for the UK pension plan.

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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 2016, 2015 and 2014, 40%, 41% and 40%, 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)	In accordance with the retrospective adoption of ASU 2015-03 and ASU 2015-15, we have revised the presentation of the carrying amounts of individual debt liabilities as of January 30, 2016.  For further details, refer to Note 1 to our Consolidated Financial Statements entitled “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.”

(2)

On August 16, 2016, we completed the offering to exchange the outstanding 10.375% senior notes due 2017 and 7.375% senior notes due 2018 for new 12.000% senior secured notes due 2021 issued by the Taj Note Issuers. On August 26, 2016, the Taj Note Issuers issued $142 million in additional Taj Notes in a private placement, of which a portion of the proceeds was distributed to us and used to redeem the remaining 2017 Notes. The Parent Company provides guarantees on the Taj Notes. As a result of these transactions, all of the 2017 Notes, in an aggregate principal amount of $450 million, and $192 million of the 2018 Notes were exchanged or redeemed, with $208 million in principal of the 2018 Notes still outstanding.

(3)	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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(1)	During fiscal 2016 the Parent Company received Non-cash distributions of $537 million related to the Taj Notes Exchange Offers.

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 Merchandising Officer;

•	Patrick J. Venezia, Executive Vice President — Global Store Operations;

•	Lance Wills, Executive Vice President — Global Chief Technology Officer;

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•	Andre Javes, President — Toys “R” Us, Asia Pacific(1); and

•	Dr. Wolfgang Link, President — Toys “R” Us, Europe(1).

•	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

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

•	base salary;

•	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 amounts for Mr. Barry and Dr. Link represent 2014 Incentive Bonuses of $600,000 and EUR 435,000 ($489,941 based on the conversion rate on the date of payment). The amount for Mr. Javes represents a AUD 50,000 ($38,545 based on the conversion rate on the date of payment) one-time cash award in recognition of his promotion. Refer to “NARRATIVE SUPPLEMENT TO THE SUMMARY COMPENSATION TABLE AND THE GRANTS OF PLAN-BASED AWARDS IN FISCAL 2016 TABLE” below for further details on the incentive bonuses.

(2)

These amounts represent the aggregate grant date fair value of option 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 option 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 2016 FISCAL YEAR-END” table below for the vesting terms and conditions of these awards which are outstanding at the end of fiscal 2016. There was no incremental expense associated with the September 2016 amendment of vesting terms of Mr. Short’s 2014 option award to modify the performance based option to contain solely time-based vesting conditions.

(3)	The amounts for 2016 represent payments under the TAD.

(4)	Messrs. Brandon, Short and Wills were hired in June 2015, June 2014 and June 2016, respectively. The amounts presented for the fiscal year of each executives hire date represents pro rata compensation for the portion of the fiscal year following the date of hire.

(5)

Includes $267,577 of Company contribution to the SERP, $60,009 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 a gross-up amount of $14,299, $20,000 for financial planning, $11,538 of Company matching contribution to the Savings Plan, $35,764 for company car costs and personal use of the corporate driver and $2,708 of other items including for life insurance premiums, Company contribution to a Health Savings Account 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)	Includes $47,145 of Company contribution to the SERP, $20,000 for financial planning, $1,684 for relocation costs paid by the Company inclusive of a gross-up amount of $627 and $4,364 of other items including Executive Physical, life insurance premiums, Company contributions to a Health Savings Account and long-term disability premiums.

(7)	Includes $38,895 of Company contribution to the SERP, $21,600 for car allowance, $10,369 of Company matching contribution to the Savings Plan and $2,978 of other items including financial planning, life insurance premiums, Company contribution to a Health Savings Account and long-term disability premiums.

(8)	Includes $24,232 of Company contribution to the SERP, $20,862 for car allowance, $12,297 for financial planning, $10,908 of Company matching contribution to the Savings Plan and $4,036 of other items including Executive Physical, life insurance premiums, Company contributions to a Health Savings Account and long-term disability premiums.

(9)	Includes $52,781 for relocation costs paid by the Company inclusive of a gross-up amount of $16,784, $13,292 for car allowance, $11,275 for financial planning and $914 of other items including life insurance premiums and long-term disability premiums.

(10)

Mr. Javes is compensated in Australian Dollars which are converted to USD each fiscal year based on the Company’s average monthly exchange rate, which for fiscal 2016 was 1.0000 AUD = 0.7470 USD, except as it relates to certain perquisites as disclosed under All Other Compensation, while he is on an ex-patriate assignment in Hong Kong, the payments were converted to USD using the Company’s average monthly exchange rate of 1.0000 HKD = 0.1288 USD. For fiscal 2016, as it relates to the bonus in connection with his promotion, the payment was converted using the exchange rate on the date of payment of 1.0000 AUD = 0.7709 USD.

(11)	Includes $281,614 for housing, $117,805 for host country income tax payments, $80,656 for Company contribution to the Toys “R” Us Australia retirement program, $41,855 for a Cost of Living Allowance (COLA), $23,082 for international school for one dependent child, $22,687 for home leave, furniture rental and utilities and $10,362 for a company car and related costs.

(12)	Dr. Link is compensated in Euros which are converted to USD each fiscal year based on the Company’s average monthly exchange rate, which for fiscal 2016 was 1.0000 EURO = 1.1054 USD. For fiscal 2016, as it relates to the payment of the 2014 Incentive Bonus, the payout was converted using the exchange rate on the date of payment of 1.0000 EURO = 1.1263.

(13)	Includes $79,589 for the Company contribution to Dr. Link’s individual defined contribution retirement plan and $10,837 for a car allowance.

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(1)	We utilized a per share value of $11.00, which was the fair value of our shares of common stock as determined by the Board of Directors on April 8, 2016, the most recent valuation date prior to the dates of the grants. As we are a privately held company, the value of shares of common stock is only available when a valuation is performed.

(2)

These amounts represent the aggregate grant date fair value 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 2016. Each named executive officer’s target payout was the following percentage of his or her base salary: 120% for Mr. Brandon and 100% for Messrs. Short, Barry, Wills, Venezia, Javes and Dr. Link. The target payout is based solely on the Company's achievement of specified levels of Adjusted Compensation EBITDA. The Executive Committee of the Board sets the threshold, target and maximum funding levels for the Adjusted Compensation EBITDA targets 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% of the executive officer’s annual TAD award target (and in the case of Mr. Brandon, capped at 160% of his base salary). 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% for financial performance which falls between the target and maximum thresholds (and in the case of Mr. Brandon, capped at 160% of his base salary). For more information, refer to the “ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM—ANNUAL INCENTIVE AWARDS” section set forth above.

(4)

These amounts reflect estimated possible payouts under our long-term incentive plan awards granted during fiscal 2016. 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. For more information, refer to the “ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM—LONG TERM INCENTIVE” section set forth above.

(5)	These options were granted under the 2010 Incentive Plan and vest 50% on the second anniversary of the grant date with the remaining portion vesting in equal annual installments over the subsequent two years. The vesting of these awards may accelerate under certain circumstances as further described below in “POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL”.

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(1)

Pursuant to his severance agreement, the options granted to Dr. Link are eligible to vest through December 31, 2017. For options granted on August 3, 2015, 3,008 will vest on May 24, 2017; for options granted on October 10, 2014 and scheduled to expire on October 10, 2024 and December 23, 2023, respectively, 7,073 and 4,608, respectively, will vest on October 10, 2017. The remaining unvested options will be forfeited effective December 31, 2017.

(2)

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.”

(3)	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.”

(4)

These options were previously subject to a performance vesting requirement and were amended on September 12, 2016 and are now subject only to time-based vesting requirements and vested 50% on October 10, 2016, with the remaining portion vesting in equal annual installments over the subsequent two years. 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 options vest 50% on the second anniversary of the grant date, 25% on the third anniversary of the grant date and 25% on the fourth 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.”

(6)	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.”

(7)	These awards vested 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.”

(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 (December 31, 2016). 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. Wills’ employment commenced in June 2016, he was not eligible to participate in the Savings Plan and the SERP plan in 2016 as he did not yet satisfy length of employment criteria set forth under the plans. Generally, total compensation means compensation as reported on Form W-2 with the Internal Revenue Service. However, total compensation includes amounts paid pursuant to our TAD but does not include sign-on bonuses,

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(2)	All contributions that we made for each executive officer for fiscal 2016 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 a lump sum upon termination of the participant’s employment with the Company.

(4)	Of the aggregate balance amounts set forth in this column, $39,400 and $41,400 respectively, were previously reported in the Summary Compensation table for Messrs. Short and Barry for the prior fiscal year.

•	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 (except that Messrs. Javes, Venezia and Wills will not receive such amount upon a Termination for Cause and Mr. Javes will not receive such amount upon a Resignation Without Good Reason).

•	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; 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.

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•	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

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except for Mr. Javes who is not entitled to benefit continuation under the terms of his employment agreement, 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 and Barry) or the end of an eighteen (18) month period (in the case of Mr. Short) or the end of a twelve (12) month period (in the case of Messrs. Venezia and Wills) 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.

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upon execution of an effective 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 his termination of employment occurs within two years after a Change in Control (as defined in the 2010 Incentive Plan);

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if a Change in Control of the Company occurs prior to a public offering of the Company’s stock and Mr. Brandon receives payments and benefits that would cause him to be subject to the excise tax triggered under Sections 280G and 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.

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upon execution of an effective release of claims in favor of the Company, an amount equal to two times the sum of (x) the executive’s then-current base salary and (y) the executive’s target annual bonus, 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).

•	upon execution of an effective release of claims in favor of the Company, an amount equal to one times the executive’s then-current base salary, which amount is payable in twelve (12) monthly installments (except for Mr. Javes which will be paid in a lump sum amount).

•	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;

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•	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.

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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 sixty (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 twenty-four (24) month period. Upon such a termination during the two (2) year period following a Change in Control such payments will be paid in a lump-sum amount, subject to statutory limitations.

(3)	In the event of Termination Without Cause, Resignation for Good Reason, Death or Disability, a 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 such event occurs.

(4)

Upon Termination for Cause or Resignation Without Good Reason, the award shall be forfeited. Upon Death or Disability at fiscal year-end, the award would have been forfeited as the performance condition was not satisfied in fiscal 2016. Upon a Change in Control, the award is deemed earned in full. Upon Termination by the Company Without Cause or a Resignation for Good Reason, the 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 met by the end of that period. For purposes of this table, we assumed the performance vesting condition will be satisfied in fiscal 2017.

(5)

Upon Termination for Cause or Resignation Without Good Reason, the award shall be forfeited. Upon a Change in Control, the award is deemed earned in full. Upon Death or Disability at fiscal year-end, the award would have been forfeited as the performance condition was not satisfied in fiscal 2016. Upon a Termination Without Cause or Resignation for Good Reason, the time-vesting condition shall be deemed satisfied in full and the 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 fully vest if the performance conditions are met by the end of that period. For purposes of this table, we assumed the performance vesting condition will be satisfied in fiscal 2017.

(6)

Represents estimated Company costs based on fiscal 2016 actual amounts for medical, dental and life insurance coverage for the duration of the twenty-four (24) month severance period. The amount excludes estimates for relocation costs reasonably incurred in connection with relocating his family back to Michigan and all costs incurred in connection with the early termination of his lease for housing in the New Jersey area upon a Termination Without Cause or Resignation for Good Reason.

(7)

Represents the estimated amount of the Excise and Related Tax Gross-Up Payment to be made to Mr. Brandon if a Change in Control of the Company occurs prior to a public offering of the Company’s stock. If Mr. Brandon receives payments and benefits that would cause him to be subject to the excise taxes payable pursuant to Sections 280G and 4999 of the Internal Revenue Code, he would receive an additional amount sufficient to cover 50% of (i) the amount of

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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 a portion of his relocation expenses pursuant to 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 sixty (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 twenty-four (24) month period. Upon such a termination in connection with a Change in Control, such payments will be paid in a lump-sum amount, subject to statutory limitations.

(4)	In the event of Termination Without Cause, Resignation for Good Reason, Death or Disability, a 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 such event occurs.

(5)

Pursuant to the 2010 Incentive Plan, upon Retirement, Death, Disability or a Change in Control, the unvested portion of options will accelerate and become vested. Upon a termination for any other reason, any unvested options will be forfeited. Upon a Termination for Cause, all vested options shall also be forfeited. For the 2016 Stock Option Grant, no value is reflected in the table because the per share value of $11.00 is equal to the option exercise price of $11.00.

(6)	In calculating the amounts set forth in the table, we determined achievement of the performance vesting condition for the 2015 Incentive Bonus was not satisfied for fiscal 2016. Upon a change in control, the participant shall be entitled to 100% of the award.

(7)	Represents estimated Company costs based on fiscal 2016 actual amounts for medical, dental and life insurance coverage for the duration of an eighteen (18) month 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 sixty (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 twenty-four (24) month period. Upon such a termination in connection with a Change in Control, such payments will be paid in a lump-sum amount, subject to statutory limitations.

(3)	In the event of Termination Without Cause, Resignation for Good Reason, Death or Disability, a 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 such event occurs.

(4)	In calculating the amounts set forth in the table, we determined achievement of the performance vesting condition for the 2015 Incentive Bonus was not satisfied for fiscal 2016. Upon a Change in Control, the participant shall be entitled to 100% of the award.

(5)	Pursuant to the 2010 Incentive Plan, upon Retirement, Death, Disability or a Change in Control, the unvested portion of options will accelerate and become vested. Upon a termination for any other reason, any unvested options will be forfeited. Upon a Termination for Cause, all vested options shall also be forfeited.

(6)	Represents estimated Company costs based on fiscal 2016 actual amounts for medical, dental and life insurance coverage for the duration of the twenty-four (24) month period.

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

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(2)	Severance amounts payable due to a Termination Without Cause, Resignation for Good Reason or a Termination in Connection with a Change of Control are payable over a twelve (12) month period.

(3)	In the event of Termination Without Cause, Resignation for Good Reason, Death or Disability, a 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 such event occurs.

(4)

Pursuant to the 2010 Incentive Plan, upon Retirement, Death, Disability or a Change in Control, the unvested portion of options will accelerate and become vested. Upon a termination for any other reason, any unvested options will be forfeited. Upon a Termination for Cause, all vested options shall also be forfeited. For the 2016 Stock Option Grant, no value is reflected in the table because the per share value of $11.00 is equal to the option exercise price of $11.00.

(5)	In calculating the amounts set forth in the table, we determined achievement of the performance vesting condition for the 2015 Incentive Bonus was not satisfied for fiscal 2016. Upon a Change in Control, the participant shall be entitled to 100% of the award.

(6)	Represents estimated Company costs based on fiscal 2016 actual amounts for medical, dental and life insurance coverage for the duration of the twelve (12) month severance period.

(1)	If the employment for Mr. Wills 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 the relocation policy.

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

(3)	Severance amounts payable due to a Termination Without Cause, Resignation for Good Reason or a Termination in Connection with a Change of Control are payable over a twelve (12) month period.

(4)	In the event of Termination Without Cause, Resignation for Good Reason, Death or Disability, a 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 such event occurs.

(5)

Pursuant to the 2010 Incentive Plan, upon Retirement, Death, Disability or a Change in Control, the unvested portion of options will accelerate and become vested. Upon a termination for any other reason, any unvested options will be forfeited. Upon a Termination for Cause, all vested options shall also be forfeited. For the 2016 Stock Option Grant, no value is reflected in the table because the per share value of $11.00 is equal to the option exercise price of $11.00.

(6)	In calculating the amounts set forth in the table, we determined achievement of the performance vesting condition for the 2015 Incentive Bonus was not satisfied for fiscal 2016. Upon a Change in Control, the participant shall be entitled to 100% of the award.

(7)	Represents estimated Company costs based on fiscal 2016 actual amounts (and estimated amounts for the 2016 period prior to Mr. Wills’ hiring) for medical, dental and life insurance coverage for the duration of the twelve (12) month severance period.

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(1)	All amounts calculated in Australian Dollars have been converted to USD using the rate of 1.0000 AUD = 0.7470 USD.

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

(3)	Severance amounts payable due to a Termination Without Cause or Resignation for Good Reason or a Termination in Connection with a Change of Control are payable in a lump-sum amount, subject to statutory limitations.

(4)	In the event of Termination Without Cause, Resignation for Good Reason, Death or Disability, a 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 such event occurs.

(5)

Pursuant to the 2010 Incentive Plan, upon Retirement, Death, Disability or a Change in Control, the unvested portion of options will accelerate and become vested. Upon a termination for any other reason, any unvested options will be forfeited. Upon a Termination for Cause, all vested options shall also be forfeited. For the 2016 Stock Option Grant, no value is reflected in the table because the per share value of $11.00 is equal to the option exercise price of $11.00.

(1)

These amounts represent the aggregate grant date fair value of the option awards granted in fiscal 2016 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 2016, Mr. Goodman has deferred receipt of shares deliverable upon settlement of 28,409 restricted stock units, which were awarded for his services in fiscal 2012, 2014 and 2015, 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.

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(3)	During fiscal 2016, Mr. Goodman was paid $150,000, which represents his annual cash retainer of $100,000 and his Audit Committee Chairman retainer of $50,000.

(4)

Mr. Goodman was granted his annual award of stock options on May 16, 2016. Mr. Goodman received an award of 16,129 stock options vesting on May 16, 2017. In calculating the amounts set forth in the table, we utilized a per share value of $11.00, which was the fair value of our shares of common stock as determined by the Board of Directors on April 8, 2016. As we are a privately held company, the value of our shares of common stock are only available when a valuation is performed.

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, 2017 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, 2017, 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 the administrative member of Bain Capital Integral Investors, LLC. Boylston Coinvestors, LLC, (“Boylston”) is the administrative member of BCIP TCV, LLC. The governance, investment strategy and decision-making process with respect to investments held by the Bain Capital Entities is directed by the Global Private Equity Board (“GPEB”) of BCI. Joshua Bekenstein is a member of GPEB and a Managing Director of BCI. Matthew S. Levin is a Senior Advisor of Bain Capital Investors, LLC. By virtue of the relationships described in these footnotes, Mr. Bekenstein

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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 Messrs. Kravis and Raether, is c/o Kohlberg Kravis Roberts & Co. L.P., West 57th Street, Suite 4200, New York, New York 10019. For Messrs. Roberts 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

(1)	For fiscals 2016 and 2015, 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 2016, audit-related fees primarily consisted of fees related to special purpose audits and refinancing transactions. For fiscal 2015, audit-related fees primarily consisted of fees related to special purpose audits.

(3)	For fiscal 2016, tax fees consisted of a variety of non-U.S. tax advisory and compliance services. For fiscal 2015, 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

ITEM 16.	FORM 10-K SUMMARY

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