EarningsTable from discontinued operations decreased by $5.0 million to a loss of $0.5 million for the thirty-nine weeks ended October 30, 2010, compared to earnings of $4.5 million for the thirty-nine weeks ended October 31, 2009. The decrease is due to the operations of 11 sold properties and 14 transferred properties (collectively, the “Transferred Properties”) being included in our operating results for the thirty-nine weeks ended October 31, 2009, while the Transferred Properties are no longer included in the current year operating results as they were sold on July 9, 2009. In addition, during the third quarter of fiscal 2010, we classified three owned properties as assets held for sale and recognized an impairment loss of $0.5 million as well as accelerated depreciation related to locations identified for disposal in fiscal 2010. See Note 3 to the Condensed Consolidated Financial Statements entitled “Discontinued operations” for further details. Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~April 30, ~~2010~~2011

Commission file number 333-164018

LOGO

Toys “R” Us Property Company I, LLC

(Exact name of registrant as specified in its charter)

Delaware		04-3829291
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)
One Geoffrey Way Wayne, New Jersey		07470
(Address of principal executive offices)		(Zip code)

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

(973) 617-3500

(Registrant’s telephone number, including area code)

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

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

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

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

As of ~~December~~ June 14, ~~2010~~2011, all of our outstanding membership interests were privately held by our sole member, Wayne Real Estate Holding Company, LLC.

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

TABLE OF CONTENTS

	PAGE
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of October 30, 2010 and January 30, 2010	3
Condensed Consolidated Balance Sheets as of April 30, 2011 and January 29, 2011		1
Condensed Consolidated Statements of Operations for the thirteen and thirty-nine weeks ended October 30, 2010 and October 31, 2009	4
Condensed Consolidated Statements of Operations for the thirteen weeks ended April 30, 2011 and May 1, 2010		2
Condensed Consolidated Statements of Cash Flows for the thirty-nine weeks ended October 30, 2010 and October 31, 2009	5
Condensed Consolidated Statements of Cash Flows for the thirteen weeks ended April 30, 2011 and May 1, 2010		3
Condensed Consolidated Statements of Changes in Member’s Capital (Deficit) for the thirty-nine weeks ended October 30, 2010 and October 31, 2009	6
Condensed Consolidated Statements of Changes in Member’s Capital for the thirteen weeks ended April 30, 2011 and May 1, 2010		4
Notes to the Condensed Consolidated Financial Statements	7	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	11	8
Item 3. Quantitative and Qualitative Disclosures About Market Risk	15	11
Item 4. Controls and Procedures	16	11
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	17	13
Item 1A. Risk Factors	17	13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	17	13
Item 3. Defaults Upon Senior Securities	17	13
Item 4. (Removed and Reserved)	17	13
Item 5. Other Information	17	13
Item 6. Exhibits	17	13
SIGNATURE	18	14
INDEX TO EXHIBITS	19	15

PART 1 – FINANCIAL INFORMATION

Item 1.

Financial Statements

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

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)	~~October~~April 30, ~~2010~~2011		January 3029, ~~2010~~2011
ASSETS
Current Assets:
Cash	$	5278,~~228~~036	$	2539,~~037~~708
Net properties held for sale		11,551		1,240
Due from affiliate, net		9,473		6,649
Due from affiliates, net		934		1,956
Prepaid expenses		6,806		6,151
Total current assets		64,713		28,233
Net properties held for sale		6,675		6,675
Total current assets		100,990		59,183
Real Estate, Net:
Land		~~279~~277,~~286~~725		~~285~~279,~~391~~325
Buildings, net		~~516~~507,~~518~~324		~~533~~512,~~688~~510
Leasehold improvements, net		~~130~~119,~~136~~598		~~148~~125,~~246~~281
Total real estate, net		~~925~~904,~~940~~647		~~967~~917,~~325~~116
Straight-line rent receivable from affiliates		91,903		69,015
Straight-line rent receivable from affiliate		104,084		97,930
Debt issuance costs, net		19,632		21,400
Debt issuance costs		18,206		18,938
Other assets		~~292~~264		~~344~~273
	$	1,~~102~~128,~~480~~191	$	1,~~086~~093,~~317~~440
LIABILITIES AND MEMBER’S CAPITAL
Current Liabilities:
Accrued interest and other current liabilities	$	29,942	$	5,344
Accrued interest	$	29,904	$	4,232
Deferred third party rent liabilities		887		422
Real estate taxes payable		11,465		10,383
Deferred related party revenue		463		465
Deferred third party rent liabilities		846		846
Total current liabilities		31,292		6,231
Deferred related party revenue		-		925
Long-term debt		928,045		926,444
Other current liabilities		789		923
Deferred third party rent liabilities		103,230		91,321
Total current liabilities		43,004		17,309
Long-term debt		929,183		928,597
Deferred third party rent liabilities		105,729		104,421
Other non-current liabilities		28		28
Member’s capital		3950,~~885~~247		6243,~~293~~085
	$	1,~~102~~128,~~480~~191	$	1,~~086~~093,~~317~~440

See ~~Notes~~accompanying notes to the Condensed Consolidated Financial Statements.

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

13 Weeks Ended

~~39 Weeks Ended~~

(In thousands)

~~October~~April 30, ~~2010~~2011

~~October~~May 311, ~~2009~~2010

~~October 30, 2010~~

~~October 31, 2009~~

Rental revenues:

Base rents

6061,~~829~~985

6061,~~940~~097

~~185,919~~

~~171,901~~

Tenant reimbursements

910,~~670~~547

10,~~521~~898

~~30,742~~

~~31,985~~

Total revenues

7072,~~499~~532

71,~~461~~995

~~216,661~~

~~203,886~~

Depreciation

8,~~525~~493

79,~~603~~425

~~28,026~~

~~27,331~~

Rental expense

12,~~447~~322

1112,~~919~~047

~~38,999~~

~~35,795~~

Common area maintenance expenses

910,~~670~~547

10,~~521~~898

~~30,742~~

~~31,985~~

Other operating expenses

1,~~478~~362

1,~~608~~771

~~4,897~~

~~5,055~~

Total operating expenses

32,~~120~~724

3134,~~651~~141

~~102,664~~

~~100,166~~

Operating earnings

3839,~~379~~808

3937,~~810~~854

~~113,997~~

~~103,720~~

Interest expense

26,~~528~~991

26,~~493~~915

~~80,283~~

~~61,735~~

Earnings from continuing operations

1112,~~851~~817

1310,~~317~~939

~~33,714~~

~~41,985~~

(Loss) earnings from discontinued operations

(487)

342

(517)

4,545

Earnings from discontinued operations

2,611

217

Net earnings

1115,~~364~~428

1311,~~659~~156

~~33,197~~

~~46,530~~

See ~~Notes~~accompanying notes to the Condensed Consolidated Financial Statements.

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	39 Weeks Ended
	13 Weeks Ended
(In thousands)	~~October~~April 30, ~~2010~~2011		~~October~~May 311, ~~2009~~2010
Cash Flows from Operating Activities:
Net earnings	$	3315,~~197~~428	$	4611,~~530~~156
Adjustments to reconcile net earnings to net cash provided by operating activities:
Adjustments to reconcile Net earnings to net cash provided by operating activities:
Depreciation		298,~~375~~530		289,~~885~~821
Amortization of debt issuance costs		~~2,161~~732		~~11,109~~717
Amortization of original issue discount		~~1,601~~586		~~641~~525
Loss on sale of real estate		333		-
(Gain) loss on sale of real estate		(418)		333
Impairment loss		461		-
Other non-cash charges		64		-
Changes in operating assets and liabilities:
Accrued interest and other current liabilities		24,569		27,990
Prepaid expenses and due from affiliate, net		(3,374)		(185)
Due from affiliates, net		1,022		(2,263)
Straight-line rent receivable from affiliate, other assets and deferred third party rent liabilities		(5,235)		(5,327)
Straight-line rent receivable from affiliates, other assets, and deferred third party rent liabilities		(16,061)		(11,547)
Accrued interest, real estate taxes payable and other current liabilities		26,620		26,997
Deferred related party revenue		(2925)		(~~14,181~~465)
Net cash provided by operating activities		7642,~~656~~008		8743,~~164~~572
Cash Flows from Investing Activities:
Proceeds from the sale of real estate		~~907~~4,586		-907
Sales of net assets to affiliates at carrying value		-		58,723
Net cash provided by investing activities		4,586		907
Decrease in restricted cash		-		112,775
Net cash provided by investing activities		907		171,498
Cash Flows from Financing Activities:
Long-term debt borrowings		-		925,291
Distributions		(8,266)		-
Long-term debt repayments		-		(1,300,000)
Capitalized debt issuance/extension fees		-		(8)
Amounts received in excess of carrying values of net assets sold		-		65,710
Net cash used in financing activities		(8,266)		(8)
Capital contributions		-		141,920
Distributions		(50,006)		(26,942)
Capitalized debt issuance/extension costs		(366)		(22,835)
Net cash used in financing activities		(50,372)		(216,856)
Cash:
Net increase during period		2738,~~191~~328		4144,~~806~~471
Cash at beginning of period		2539,~~037~~708		~~330~~25,037
Cash at end of period	$	5278,~~228~~036	$	4269,~~136~~508
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	51,063	$	24,911
Non-Cash Financing Information:
Adjustment to the carrying value of net assets previously acquired	$	(5,599)	$	-

See ~~Notes~~accompanying notes to the Condensed Consolidated Financial Statements.

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

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER’S CAPITAL ~~(DEFICIT)~~

(Unaudited)

(In thousands)	Member’s Capital ~~(Deficit)~~
Balance, January 31, 2009	$	(167,272)
Net earnings for the period		46,530
Total comprehensive income		46,530
Capital contributions		141,920
Amounts received in excess of carrying values of net assets sold		65,710
Distributions		(26,942)
Balance, October 31, 2009	$	59,946
Balance, January 30, 2010	$	62,293
Net earnings for the period		3311,~~197~~156
Total comprehensive income		33,197
Balance, May 1, 2010	$	73,449
Adjustment to the carrying value of net assets previously acquired		(5,599)
Balance, January 29, 2011	$	43,085
Distributions		(50,006)
Net earnings for the period		15,428
Balance, October 30, 2010	$	39,885
Distributions		(8,266)
Balance, April 30, 2011	$	50,247

See ~~Notes~~accompanying notes to the Condensed Consolidated Financial Statements.

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of presentation

As used herein, the “Company,” “we,” “us,” or “our” means Toys “R” Us Property Company I, LLC ~~(formerly known as TRU 2005 RE Holding Co. I, LLC)~~ and its subsidiaries, except as expressly indicated or unless the context otherwise requires. We generate substantially all of our revenues, earnings and cash flows by leasing or subleasing properties primarily to our affiliate, Toys “R” Us – Delaware, Inc. (“Toys-Delaware”). The Condensed Consolidated Balance Sheets as of ~~October~~April 30, ~~2010~~2011 and January 3029, ~~2010~~2011, the Condensed Consolidated Statements of Operations ~~for the thirteen and thirty-nine weeks ended October 30~~, ~~2010 and October 31, 2009,~~ the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Changes in Member’s Capital ~~(Deficit)~~ for the ~~thirty-nine~~thirteen weeks ended ~~October~~April 30, ~~2010~~2011 and ~~October~~May 311, ~~2009~~2010, have been prepared by us in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting, and in accordance with the requirements of this Quarterly Report on Form 10-Q. Our interim Condensed Consolidated Financial Statements are unaudited and are subject to year-end adjustments. In the opinion of management, the financial statements include all known adjustments (which consist primarily of normal, recurring accruals, estimates and assumptions that impact the financial statements) necessary to present fairly the financial position at the balance sheet dates and the results of operations for the thirteen ~~and thirty-nine~~ weeks then ended. The Condensed Consolidated Balance Sheet at January 3029, ~~2010~~2011, presented herein, has been derived from our audited balance sheet ~~for the fiscal year ended January 30, 2010~~ included in our ~~Amendment~~Annual ~~No. 3~~Report toon ~~the~~Form ~~registration~~10-K ~~statement~~for ~~under~~ the ~~Securities~~fiscal ~~Act~~year ofended ~~1933 which was filed on May~~January 1329, ~~2010,~~2011 but does not include all disclosures required by GAAP. These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included within our ~~Amendment~~Annual ~~No. 3~~Report toon Form 10-K for the ~~registration~~fiscal ~~statement~~year ended January 29, 2011. The results of operations for the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 30, ~~2010~~ 2011 and ~~October~~May 311, 2010 ~~2009~~ are not necessarily indicative of operating results for the full year.

Prior Period Correction

InWe ~~the~~have ~~second~~corrected ~~quarter~~the ~~of fiscal 2010, we recorded an approximate $8 million adjustment to increase Deferred third party rent liabilities on our~~ Condensed Consolidated Balance Sheet topreviously ~~correct~~reported aas ~~cumulative prior period straight-line lease accounting error. A portion~~ of ~~this~~May 1, ~~correction~~2010 ~~related~~ to ~~the~~reflect ~~understatement~~certain ofrelated ~~straight-line~~party ~~lease~~reimbursements ~~expense~~and third ~~that~~party ~~occurred~~liabilities, ~~prior~~since towe ~~the~~are ~~fiscal 2005 reorganization transactions when~~ the ~~related~~primary ~~assets~~obligor ~~were~~and ~~sold~~no tolegal usright ~~from~~of ~~affiliates.~~offset existed. As ~~a result~~such, ~~the~~although ~~carrying~~not ~~value~~presented ofherein, ~~the~~we ~~net~~have ~~assets~~increased ~~sold~~Current toassets usand ~~during~~liabilities ~~these transactions was overstated~~ by approximately $612 million ~~and~~to ~~was~~correctly ~~recorded~~present ~~as a reduction of~~these ~~Member’s~~immaterial ~~Capital~~items. The ~~remaining~~items ~~portion~~included ofprimarily ~~the~~represent ~~correction~~third ofparty ~~approximately $2 million increased Rental expense on the Condensed Consolidated Statement of Operations. In addition~~rent, inproperty ~~connection~~taxes ~~with~~and ~~our~~certain ~~master~~operating ~~lease~~expenses ~~agreements,~~which aare ~~corresponding correcting~~paid ~~adjustment~~directly ~~was~~by ~~recorded~~Toys-Delaware ~~of approximately $2 million~~ to ~~increase Base rents on~~ the ~~Condensed~~respective ~~Consolidated~~third ~~Statement~~party. The ofcorrection ~~Operations~~had ~~and~~no ~~Straight-line~~effect ~~rent receivable from affiliates~~ on ~~the~~our ~~Condensed Consolidated Balance Sheet for the period~~previously ~~subsequent~~reported toResults ~~the~~of ~~fiscal~~Operations, ~~2005~~Member’s ~~reorganization.~~Capital ~~Management~~and ~~concluded~~no ~~that~~net ~~this~~effect ~~correction did not have a material impact~~ on ~~the~~Cash ~~current or any previously reported financial statements~~Flows.

2. Real estate, net

(In thousands)	~~October~~April 30, ~~2010~~2011		January 3029, ~~2010~~2011
Land	$	~~279~~$ 277,~~286~~725	$	~~285~~$ 279,~~391~~325
Buildings		~~755~~753,~~597~~412		~~764~~755,~~172~~558
Leasehold improvements		~~414~~407,~~800~~473		~~417~~412,~~424~~582
		1,449,683		1,466,987
		1,438,610		1,447,465
Less: accumulated depreciation		(~~523~~533,~~743~~963)		(~~499~~530,~~662~~349)
Total	$	~~925~~$ 904,~~940~~647	$	~~967~~$ 917,~~325~~116

7During the first quarter of fiscal 2011, we sold one owned property to a third party for gross proceeds of approximately $5 million, resulting in a gain of less than $1 million. Additionally, the master lease agreement requires Toys-Delaware to make a payment to the Company upon termination of the lease in conjunction with the successful execution of the sale of such properties by the Company to a third party if the proceeds from the sale are less than the net present value of the base rent for such property over the remaining term for such property, discounted at 10% per annum. We recorded a termination payment of approximately $2 million due from Toys- Delaware for the property sold in the first quarter of fiscal 2011.

Net properties held for sale

~~The~~Assets ~~following~~held for sale represent assets ~~were~~owned ~~classified~~by asus ~~held~~that ~~for~~our ~~sale~~management ashas ofcommitted ~~October 30,~~to ~~2010~~sell ~~and~~in ~~January 30,~~the ~~2010~~near term. The following assets are classified as held for sale:

(In thousands)	~~October~~April 30, ~~2010~~2011		January 3029, ~~2010~~2011
Land	$	6$ 3,~~105~~649	$	1$ 3,~~021~~649
Buildings		84,~~115~~166		14,~~504~~166
Leasehold improvements		21,~~625~~359		651,359
		16,845		2,590
		9,174		9,174
Less: accumulated depreciation		(52,~~294~~499)		(12,~~350~~499)
Total	$	11$ 6,~~551~~675	$	1$ 6,~~240~~675

During the third quarter of fiscal 2010, we classified three owned properties, which are currently leased to Toys-Delaware, as assets held for sale. The master lease agreement requires Toys-Delaware to make a payment to the Company upon termination of the lease in conjunction with the successful execution of the sale of such properties by the Company to a third party if the proceeds from the sale are less than the net present value of the base rent for such property over the remaining term for such property, discounted at 10% per annum. As of October 30, 2010, we recorded an impairment loss of less than $1 million for one of the properties, which is reflected in (Loss) earnings from discontinued operations in our Condensed Consolidated Statements of Operations.

During the first quarter of fiscal 2010, we sold the property classified as held for sale to an unrelated third party for gross proceeds of approximately $1 million, which resulted in a loss of less than $1 million, and was recorded in Other operating expenses.

3. Discontinued operations

During ~~the third quarter of~~ fiscal 2010, we classified three owned properties as assets held for sale., Weone ~~have~~of ~~reported~~which ~~the~~was ~~operating~~sold ~~results~~in ~~for~~fiscal ~~these properties~~2010. asAdditionally, ~~(Loss)~~during ~~earnings from discontinued operations in~~ the ~~Condensed~~first quarter ~~Consolidated Statements~~ of ~~Operations~~fiscal ~~for~~2011, ~~the~~we ~~thirteen~~sold ~~and~~one ~~thirty-nine~~owned ~~weeks~~property ~~ended~~to ~~October 30,~~a ~~2010~~third ~~and~~party ~~October 31,~~not ~~2009,~~previously ~~respectively.~~classified Inas ~~addition,~~assets ~~during~~held ~~the third~~for ~~quarter~~sale ofduring fiscal 2010,. weRefer ~~recorded~~to anNote ~~impairment~~2 ~~loss~~to ofentitled ~~less~~“Real ~~than~~estate, $1net” ~~million~~ for ~~one~~further ofdetails regarding the ~~properties,~~property ~~which~~sold ~~is reflected~~ in fiscal ~~the~~2011 ~~(Loss)~~and ~~earnings~~corresponding ~~from~~termination ~~discontinued operations~~payment.

~~The~~We reported the operating results offor these ~~three~~properties ~~owned~~as Earnings from discontinued operations in the Condensed Consolidated Statements of Operations for the thirteen weeks ended April 30, 2011 and May 1, 2010. The operating results for these properties classified as discontinued operations through ~~October~~April 30, ~~2010~~ 2011 were derived from our historical financial information and have been segregated from continuing operations and reported separately in the Condensed Consolidated Statements of Operations for the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 30, ~~2010~~2011 and ~~October~~ May 311, ~~2009~~2010, respectively. These amounts have been summarized below:

	13 Weeks Ended
(In thousands)	April 30,2011			May 1,2010
(In thousands)	October 30, 2010			October 31, 2009
Total revenues		$ 533			$ 725
Total revenues	$	502		$	507
Earnings from discontinued operations		$ 2,611			$ 217
(Loss) earnings from discontinued operations	$	(487	)	$	342
	39 Weeks Ended
(In thousands)	October 30,2010			October 31,2009
Total revenues	$	1,493		$	1,424
(Loss) earnings from discontinued operations	$	(517	)	$	924

On July 9, 2009, we sold 11 owned properties and transferred the leasehold interest in 14 leased properties (collectively, the “Transferred Properties”) to Toys-Delaware for $124 million. The carrying amount of the net assets transferred was approximately $59 million. Since this sale occurred between entities under common control, the difference between the cash received and the net assets transferred out of approximately $65 million was included in Capital contributions in connection with the sale of properties in the Condensed Consolidated Statement of Changes in Member’s Capital (Deficit) for the fiscal year ended January 30, 2010. We reported the operating results for the Transferred Properties as Earnings from discontinued operations in our Condensed Consolidated Statement of Operations for the thirty-nine weeks ended October 31, 2009.

The operating results of these 11 sold properties classified as discontinued operations through July 9, 2009 were derived from our historical financial information and have been segregated from continuing operations and reported separately in the Condensed Consolidated Statement of Operations for the thirty-nine weeks ended October 31, 2009. These amounts have been summarized below:

	39 Weeks Ended
(In thousands)	October 30,2010		October 31, 2009
Total revenues	$	-	$	10,554
Earnings from discontinued operations	$	-	$	3,621

4. Long-term debt

OnAs ~~July~~of April 930, ~~2009,~~2011 weand ~~completed the offering of $950 million aggregate principal amount of senior unsecured 10.75% notes due fiscal 2017 (the “Notes”). The indenture governing the Notes contains covenants~~January 29, ~~including~~2011, ~~among other things, covenants that restrict~~ the ~~ability~~carrying value of ~~us and~~ our ~~subsidiaries~~debt towas ~~incur~~$929 ~~additional indebtedness~~million, ~~pay dividends or make other distributions~~respectively, ~~make~~with ~~other~~fair ~~restricted~~values ~~payments and investments and create liens. The amount~~ of ~~our net assets that were subject to these restrictions was~~ approximately $401,064 million and $621,090 million ~~as of October 30~~, ~~2010 and January 30, 2010,~~ respectively. The fair ~~indenture~~value ~~governing~~of ~~the~~our ~~Notes~~long-term ~~also~~debt ~~contains~~was ~~covenants that~~estimated ~~limit~~based ~~the~~on ~~ability~~a ofquoted ~~Toys~~market ~~“R”~~price ~~Us,~~and ~~Inc.~~other ~~(“TRU”)~~pertinent toinformation ~~cause~~available orto ~~permit~~management ~~Toys-Delaware~~as toof ~~incur~~the ~~indebtedness~~end orof ~~make~~the ~~restricted~~respective ~~payments~~periods.

OnSubsequent ~~July 8,~~Events ~~2010, pursuant to a registration rights agreement that we entered into in connection with the offering of the Notes, we completed a registered exchange offer with respect to the Notes.~~

In accordance with the indenture governing the 10.75% senior unsecured notes due fiscal 2017 (the “Notes”), we commenced a tender offer on ~~June~~May 2513, ~~2010~~2011 to purchase ~~for cash,~~ up to an aggregate principal amount of approximately $25 million atof ~~par~~the Notes for cash. The tender offer expired on ~~July~~June 2613, ~~2010~~2011, with no holders opting to tender at that time. We will use such funds as permitted by the indenture governing the Notes, including dividends to Toys “R” Us, Inc. (“TRU”).

AsRefer ofto ~~October 30, 2010 and January 30, 2010,~~ the ~~carrying~~Annual ~~value~~Report ofon ~~our~~Form ~~debt was $928 million and $926 million, respectively, with fair values of approximately $1,083 million and $1,052 million, respectively. The fair values of our long~~10-~~term~~K ~~debt are estimated using the quoted market prices~~ for ~~the~~further ~~same~~details oron ~~similar issues~~indebtedness.

5. Member’s capital ~~(deficit)~~

Wayne Real Estate Holding Company, LLC, a direct wholly-owned subsidiary of TRU, is the direct owner of 100% of our ~~the~~ limited liability company ~~interest in us~~interests. We evaluate our cash balances on an ongoing basis toand ~~determine~~periodically ~~if we can~~ distribute cash to our parent companies. From time to time, a portion of our cash may also be used to tender for a portion of the outstanding Notes as permitted by the indenture governing the Notes. If holders of the Notes elect not to tender their Notes, we may, at such time, in accordance with the indenture governing the Notes, make certain restricted payments, including distributing cash to TRU. During the thirty-nine weeks ended October 30, 2010, we made cash distributions of $33 million and $17 million in dividends and return of capital, respectively. During the thirty-nine weeks ended October 31, 2009, we made cash distributions of $27 million in dividends.

~~As described in Note 1 entitled “Basis of presentation,” we have recorded an approximate $~~6 million Adjustment to the carrying value of net assets previously acquired on the Condensed Consolidated Statement of Changes in Member’s Capital (Deficit) to correct the initial carrying value of net assets contributed to us as part of the fiscal 2005 reorganization transactions. Management concluded that this correction did not have a material impact on the current or any previously reported financial statements.

by the indenture governing the Notes. If holders of the Notes elect not to tender their Notes, we may, at such time, in accordance with the indenture governing the Notes, make certain restricted payments, including distributing cash to TRU. During the thirteen weeks ended April 30, 2011, we made cash distributions of $8 million.

6. Related party transactions

Rental Revenues

Our rental revenue is derived from payments received under the master lease ~~agreements~~agreement we have entered into with Toys-Delaware. The master lease ~~agreements~~agreement ~~require~~requires Toys-Delaware to reimburse us for property related costs including, among others, real estate taxes and common area maintenance charges. Some of these costs are directly paid by Toys-Delaware and we record such costs both as an expense and a tenant reimbursement. During the thirteen weeks ended ~~October~~April 30, ~~2010~~2011 and ~~October~~May 311, ~~2009, we earned related party Base rent revenues of approximately $60 million and $61 million, respectively. During the thirty-nine weeks ended October 30,~~ 2010 ~~and October 31~~, ~~2009,~~ we earned related party Base rent revenues of approximately $~~185~~61 million and $~~179~~62 million, respectively. In addition, under our leasing arrangements with Toys-Delaware, ~~during the thirteen weeks ended October 30, 2010 and October 31, 2009,~~ we recorded Tenant reimbursements of approximately $~~10 million and $~~11 million, ~~respectively.~~during ~~During~~each of the ~~thirty-nine~~ thirteen weeks ended ~~October~~April 30, ~~2010~~2011 and ~~October~~May 311, ~~2009, we recorded Tenant reimbursements of approximately $31 million and $34 million, respectively~~2010.

Management Service Fees

Toys-Delaware provides a majority of the centralized corporate functions, including accounting, human resources, legal, tax and treasury services to TRU, other affiliates and us under the Domestic ~~Service~~Services Agreement (“Service Agreement”). The costs are allocated based on a formula for each affiliate, as defined in the Service Agreement. During each of the thirteen ~~week~~weeks ~~periods~~ ended ~~October~~April 30, 2011 ~~2010~~ and ~~October~~May 311, ~~2009~~2010, the amount charged to us for these services ~~was~~were ~~approximately~~ $1 million, ~~respectively.~~and ~~During~~are ~~the~~recorded ~~thirty-nine~~in ~~weeks ended~~Other ~~October 30,~~operating ~~2010~~expenses ~~and~~in ~~October 31, 2009,~~ the ~~amount~~Condensed ~~charged~~Consolidated toStatements usof ~~for these services was approximately $4 million, respectively~~Operations.

~~Transactions~~7. ~~with~~Due ~~the~~from ~~Sponsors~~affiliate, net

~~Our indirect~~As ~~parent, TRU, is owned by an investment group consisting~~ of April ~~entities advised by or affiliated with Bain Capital Partners LLC~~30, ~~Kohlberg~~2011 ~~Kravis~~and ~~Roberts~~January ~~& Co. L.P.~~29, ~~and Vornado Realty Trust (collectively~~2011, ~~the “Sponsors”).~~Due ~~From~~from ~~time to time~~affiliate, ~~the~~net ~~Sponsors~~of orapproximately ~~their~~$9 ~~affiliates~~million ~~may~~and ~~acquire~~$7 ~~our debt in open market transactions or through loan syndications. Through July 9~~million, ~~2009~~respectively, ~~the~~primarily ~~Sponsors~~represents Base rents and ~~their~~certain ~~affiliates~~property ~~had~~reimbursements ~~held~~owed ~~debt~~to ~~issued~~us by ~~the Company~~Toys-Delaware. AsThe aDue ~~result~~from ofaffiliate, ~~the completion~~net ofbalance ~~the~~as ~~offering~~ of ~~the Notes on July~~April 930, ~~2009,~~2011 ~~the~~includes ~~Sponsors and their affiliates no longer own~~ a termination ~~portion~~payment ofdue ~~such~~from ~~debt. The interest amounts paid on such debt held by related parties for the thirty~~Toys-~~nine~~Delaware ~~weeks~~of ~~ended~~approximately ~~October 31, 2009 was~~ $2 million.

78. ~~Due~~Recent ~~from~~accounting ~~affiliates,~~pronouncements ~~net~~

AsIn ~~of October~~May 302011, ~~2010~~the ~~and~~Financial ~~January~~Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 302011-04, ~~2010,~~“Fair Value ~~Due~~Measurement ~~from~~(Topic ~~affiliates,~~820): ~~net,~~Amendments ofto ~~approximately~~Achieve $1Common ~~million~~Fair Value Measurement and $2Disclosure ~~million,~~Requirements ~~respectively~~in U.S. GAAP and IFRSs.” The amendments in this ASU generally represent clarification of Topic 820, ~~primarily~~but ~~represents~~also ~~Base~~include ~~rents~~instances ~~owed~~where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and International Financial Reporting Standards (“IFRS”). The amendments are effective for interim and annual periods beginning after December 15, 2011 and are to usbe byapplied prospectively. ~~Toys~~Early application is not permitted. We do not expect the adoption of ASU 2011-~~Delaware~~04 will have a material impact on our Condensed Consolidated Financial Statements.

107

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

As used herein the “Company,” “we,” “us,” or “our” means Toys “R” Us Property Company I, LLC and its subsidiaries (“TRU Propco I”), except as expressly indicated or unless the content otherwise requires. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help facilitate an understanding of our financial condition and our historical results of operations for the periods presented. This MD&A should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended January 29, 2011 and Condensed Consolidated Financial Statements and the accompanying notes thereto, and contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements” below.

Our Business

We are a special purpose entity, owned indirectly by Toys “R” Us, Inc. (“TRU”). Certain of our wholly-owned special purpose subsidiaries own fee and leasehold interests in ~~358~~ 355 properties in various retail markets throughout the United States. Under an operating company/property company structure, we lease ~~these~~the properties ~~on a triple-net basis~~ to Toys “R” Us – Delaware, Inc. (“Toys-Delaware”) on a triple-net basis, the operating entity for all of TRU’s North American businesses. Substantially all of our revenues and cash flows are derived from payments from Toys-Delaware under the Amended and Restated Master Lease Agreement (the “TRU Propco I Master Lease”). For quarterly financial statements and other information about our master tenant, Toys-Delaware, see Exhibit ~~number~~ 99.1 to this report.

Results of Operations

Earnings from Continuing Operations

13 Weeks Ended

~~39 Weeks Ended~~

($ In thousands)

~~October~~April 30, ~~2010~~2011

May 1, 2010

~~October~~$ ~~31, 2009~~Change

% Change

~~$ Change~~

~~% Change~~

~~October 30, 2010~~

~~October 31, 2009~~

~~$ Change~~

~~% Change~~

Earnings from continuing operations

$ 12,817

~~11,851~~

$ 10,939

$ 1,878

~~13,317~~

17.2%

~~(1,466)~~

~~(11.0)%~~

~~33,714~~

~~41,985~~

~~(8,271)~~

~~(19.7)%~~

Earnings from continuing ~~operations~~ ~~decreased~~operations increased by $1.59 million, or 1117.02%, to $1112.8 million for the thirteen weeks ended ~~October~~April 30, ~~2010~~2011, compared to $1310.39 million for the thirteen weeks ended ~~October~~May 311, ~~2009~~2010. Earnings from continuing operations ~~decreased~~increased primarily due to an an increase of $0.95 million in ~~Depreciation~~Total ~~expense~~revenues ~~and~~primarily as a result of an increase in Base rents and a decrease of $0.59 million in ~~Rental~~Depreciation ~~expense~~as compared to the same period last year.

Earnings from continuing operations decreased by $8.3 million, or 19.7% to $33.7 million for the thirty-nine weeks ended October 30, 2010, compared to $42.0 million for the thirty-nine weeks ended October 31, 2009. Earnings from continuing operations decreased primarily due to an increase of $18.5 million in Interest expense and an increase of $3.2 million in Rental expense. These increases were partially offset by an increase of $12.8 million in Total revenues driven by an increase in Base rents.

Total Revenues

13 Weeks Ended

~~39 Weeks Ended~~

($ In thousands)

~~October~~April 30, ~~2010~~2011

May 1, 2010

~~October~~$ ~~31, 2009~~Change

% Change

~~$ Change~~

~~% Change~~

~~October 30, 2010~~

~~October 31, 2009~~

~~$ Change~~

~~% Change~~

Total revenues

$ 72,532

~~70,499~~

$ 71,995

$ 537

~~71,461~~

0.7%

~~(962)~~

~~(1.3)%~~

~~216,661~~

~~203,886~~

~~12,775~~

~~6.3%~~

Total revenues ~~decreased~~increased by $1.0.5 million, or 10.37%, to $7072.5 million for the thirteen weeks ended ~~October~~April 30, ~~2010~~2011, compared to $7172.50 million for the thirteen weeks ended ~~October~~May 311, ~~2009~~2010. The ~~decrease~~increase was primarily due to aan ~~reduction~~increase in Base rents, partially offset by a decrease in Tenant reimbursements.

Total revenues increased by $12.8 million, or 6.3%, to $216.7 million for the thirty-nine weeks ended October 30, 2010, compared to $203.9 million for the thirty-nine weeks ended October 31, 2009. The increase was primarily due to the increase in Base rents as a result of the amendments in the TRU Propco I Master Lease on July 9, 2009, partially offset by a reduction in Tenant reimbursements.

Depreciation

13 Weeks Ended

~~39 Weeks Ended~~

($ In thousands)

~~October~~April 30, ~~2010~~2011

May 1, 2010

~~October~~$ ~~31, 2009~~Change

% Change

~~$ Change~~

~~% Change~~

~~October 30, 2010~~

~~October 31, 2009~~

~~$ Change~~

~~% Change~~

Depreciation

$ 8,493

~~8,525~~

$ 9,425

$ (932)

~~7,603~~

(9.9)%

~~922~~

~~12.1%~~

~~28,026~~

~~27,331~~

~~695~~

~~2.5%~~

Depreciation ~~increased~~decreased by $0.9 million, or 129.19%, to $8.5 million for the thirteen weeks ended ~~October~~April 30, ~~2010~~2011, compared to $79.64 million for the thirteen weeks ended ~~October~~May 311, ~~2009,~~2010. ~~and~~The ~~increased~~decrease bywas ~~$0.7~~primarily ~~million,~~due ~~or 2.5%,~~ to ~~$28.0~~assets ~~million~~that ~~for~~became ~~the~~fully ~~thirty-nine~~depreciated ~~weeks ended~~in ~~October 30,~~fiscal 2010~~, compared to $27~~.~~3 million for the thirty-nine weeks ended October 31, 2009.~~

Rental Expense

13 Weeks Ended

~~39 Weeks Ended~~

($ In thousands)

~~October~~April 30, ~~2010~~2011

May 1, 2010

~~October~~$ ~~31, 2009~~Change

% Change

~~$ Change~~

~~% Change~~

~~October 30, 2010~~

~~October 31, 2009~~

~~$ Change~~

~~% Change~~

Rental expense

$ 12,322

~~12,447~~

$ 12,047

$ 275

~~11,919~~

2.3%

~~528~~

~~4.4%~~

~~38,999~~

~~35,795~~

~~3,204~~

~~9.0%~~

Rental expense ~~increased~~had bya ~~$0.5~~nominal ~~million,~~increase ~~or 4.4%, to $12.4 million~~ for the thirteen weeks ended ~~October~~April 30, ~~2010~~2011, compared to ~~$11.9 million for~~ the thirteen weeks ended ~~October~~May 311, ~~2009, and increased by $3.2 million, or 9.0%, to $39.0 million for the thirty-nine weeks ended October 30,~~ 2010~~, compared to $35~~.8 million for the thirty-nine weeks ended October 31, 2009. For the thirty-nine weeks, the increase was primarily due to a $2.5 million non-cash cumulative correction of prior period straight-line lease accounting.

Common Area Maintenance Expenses

13 Weeks Ended

~~39 Weeks Ended~~

($ In thousands)

~~October~~April 30, ~~2010~~2011

May 1, 2010

~~October~~$ ~~31, 2009~~Change

% Change

~~$ Change~~

~~% Change~~

~~October 30, 2010~~

~~October 31, 2009~~

~~$ Change~~

~~% Change~~

Common area maintenance expenses

$ 10,547

~~9,670~~

$ 10,898

$ (351)

~~10,521~~

(3.2)%

~~(851)~~

~~(8.1)%~~

~~30,742~~

~~31,985~~

~~(1,243)~~

~~(3.9)%~~

Common area maintenance ~~expenses~~ ~~decreased~~expenses byhad ~~$0.8~~a ~~million,~~nominal ordecrease ~~8.1%, to $9.7 million~~ for the thirteen weeks ended ~~October~~April 30, ~~2010~~2011, compared to ~~$10.5 million for~~ the thirteen weeks ended ~~October~~May ~~31, 2009, and decreased by $~~1~~.2 million~~, ~~or 3.9%, to $30.7 million for the thirty-nine weeks ended October 30,~~ 2010~~, compared to $31~~.9 ~~million for the thirty-nine weeks ended October 31, 2009.~~ These expenses are fully reimbursed by our tenant under the TRU Propco I Master Lease, and are reflected in ~~Tenant~~ Tenant reimbursements, which is a component of Total revenues.

Other Operating Expenses

13 Weeks Ended

~~39 Weeks Ended~~

($ In thousands)

~~October~~April 30, ~~2010~~2011

May 1, 2010

~~October~~$ ~~31, 2009~~Change

% Change

~~$ Change~~

~~% Change~~

~~October 30, 2010~~

~~October 31, 2009~~

~~$ Change~~

~~% Change~~

Other operating expenses

$ 1,362

~~1,478~~

$ 1,771

$ (409)

~~1,608~~

(23.1)%

~~(130)~~

~~(8.1)%~~

~~4,897~~

~~5,055~~

~~(158)~~

~~(3.1)%~~

Other operating expenses decreased ~~had~~by ~~nominal decreases~~$0.4 million, or 23.1%, to $1.4 million for the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 30, ~~2010~~2011, compared to $1.8 million for the ~~same~~thirteen ~~periods~~weeks ~~last~~ended ~~year~~May 1, 2010. The decrease was primarily due to a loss of less than $1 million from the sale of property during the thirteen weeks ended May 1, 2010.

Interest Expense

13 Weeks Ended

~~39 Weeks Ended~~

($ In thousands)

~~October~~April 30, ~~2010~~2011

May 1, 2010

~~October~~$ ~~31, 2009~~Change

% Change

~~$ Change~~

~~% Change~~

~~October 30, 2010~~

~~October 31, 2009~~

~~$ Change~~

~~% Change~~

Interest expense

$ 26,991

~~26,528~~

$ 26,915

$ 76

~~26,493~~

0.3%

~~0.1%~~

~~80,283~~

~~61,735~~

~~18,548~~

~~30.0%~~

Interest expense had a nominal increase for the thirteen weeks ended ~~October~~April 30, ~~2010~~2011, compared to the ~~same~~thirteen ~~period~~weeks ~~last~~ended ~~year~~May 1, 2010.

~~Interest~~Earnings ~~expense increased by $18.5~~from ~~million,~~Discontinued orOperations 30.0%, to $80.2 million for the thirty-nine weeks ended October 30, 2010, compared to $61.7 million for the thirty-nine weeks ended October 31, 2009. The increase was primarily due to higher effective interest rates related to the prior year issuance of 10.75% senior notes due fiscal 2017 (the “Notes”), partially offset by a lower average debt balance in the current year and the write-off of $7.9 million of deferred financing costs related to the unsecured credit agreement in the prior year.

(Loss) Earnings from Discontinued Operations


	13 Weeks Ended
($ In thousands)	April 30, 2011	May 1, 2010	$ Change	% Change
Earnings from discontinued operations	$ 2,611	$ 217	$ 2,394	1,103.2%

	13 Weeks Ended										39 Weeks Ended
($ In thousands)	October 30, 2010			October 31, 2009		$ Change			% Change		October 30, 2010			October 31, 2009		$ Change			% Change
(Loss) earnings from discontinued operations	$	(487	)	$	342	$	(829	)		(242.4)%	$	(517	)	$	4,545	$	(5,062	)		(111.4)%

Earnings from discontinued operations increased by $2.4 million, to $2.6 million for the thirteen weeks ended April 30, 2011, compared to earnings of $0.2 million for the thirteen weeks ended May 1, 2010. The increase was primarily due to a termination payment of approximately $1.7 million from Toys-Delaware as required under the TRU Propco I Master Lease for the property sold in the first quarter of fiscal 2011. In addition, we recorded a gain of approximately $0.4 million from the sale of property during the thirteen weeks ended April 30, 2011. See Note 3 to the Condensed Consolidated Financial Statements entitled “Discontinued operations” for further details.

~~Earnings~~9 from discontinued operations decreased by $0.8 million to a loss of $0.5 million for the thirteen weeks ended October 30, 2010, compared to earnings of $0.3 million for the thirteen weeks ended October 31, 2009. During the third quarter of fiscal 2010, we classified three owned properties as assets held for sale and recognized an impairment loss of $0.5 million as well as accelerated depreciation related to locations identified for disposal in fiscal 2010. See Note 3 to the Condensed Consolidated Financial Statements entitled “Discontinued operations” for further details.

Liquidity and Capital Resources

Overview

As of ~~October~~April 30, ~~2010~~2011, we were in compliance with all of our covenants related to the senior unsecured 10.75% notes due fiscal 2017 (the “Notes”).

Our largest source of operating cash flows is cash collections from our lessees. In general, we utilize our cash to service debt, pay normal operating costs and, at the discretion of our ~~board~~sole member, based on the recommendation of ~~directors~~our management and as permitted by the indenture governing the Notes, declare and pay dividends. From time to time, a portion of our cash may also be used to tender a portion of the outstanding Notes as permitted by the indenture governing the Notes. Refer to Note 4 to the Condensed Consolidated Financial Statements entitled “Long-term debt” for further details regarding the tender of the Notes. We have been able to meet our cash needs principally by using cash on hand and cash flows from operations and we believe that cash generated from operations along with existing cash will be sufficient to fund expected cash flow requirements for the next twelve months.

Cash Flows

39 Weeks Ended

13 Weeks Ended

(In thousands)

~~October~~April 30,~~2010~~2011

~~October~~May 311,~~2009~~2010

$ Change

Net cash provided by operating activities

76$ 42,~~656~~008

87$ 43,~~164~~572

$ (101,~~508~~564)

Net cash provided by investing activities

~~907~~4,586

~~171,498~~907

~~(170~~3,~~591)~~679

Net cash used in financing activities

(508,~~372~~266)

(~~216,856~~8)

~~166~~(8,~~484~~258)

Net increase in cash during period

27,191

41,806

(14,615)

Net increase during period in cash

$ 38,328

$ 44,471

$ (6,143)

Cash Flows Provided by Operating Activities

~~Net~~During ~~cash provided by operating activities for~~ the ~~thirty-nine~~thirteen weeks ended ~~October~~April 30, ~~2010~~2011, ~~was~~net ~~$76.7~~cash ~~million,~~provided aby ~~decrease~~operating ofactivities was $1042.50 million compared to $43.6 million for the ~~same~~thirteen ~~period~~weeks ~~last~~ended ~~year~~May 1, 2010. The decrease in net cash provided by operating activities was primarily due to ~~higher~~a ~~effective~~decrease ~~interest~~in ~~rates,~~payments ~~which~~received ~~resulted~~from Toys-Delaware and an increase in athird ~~$26~~party prepaid expenses due to the timing of payments.2 ~~million~~The ~~increase~~decrease in ~~interest~~net ~~payments~~cash ~~made~~provided ~~during~~by ~~the~~operating activities ~~period,~~was partially offset by aan ~~change~~increase in ~~the timing of~~ rental payments received ~~from~~ ~~our~~as ~~tenant~~compared ~~under~~to the ~~TRU~~prior ~~Propco I Master Lease~~year.

Cash Flows Provided by Investing Activities

~~Net~~During ~~cash provided by investing activities for~~ the ~~thirty-nine~~thirteen weeks ended ~~October~~April 30, ~~2010~~2011, ~~was~~net ~~$0.9~~cash ~~million,~~provided aby ~~decrease~~investing ofactivities was $~~170~~4.6 million compared to $0.9 million for the ~~same~~thirteen ~~period~~weeks ~~last~~ended ~~year~~May 1, 2010. The ~~decrease~~increase in net cash provided by investing activities was ~~primarily~~ due to ~~the~~an ~~release~~increase of ~~all~~$3.7 ~~restricted~~million ~~cash as a result~~ of ~~the repayment of the outstanding loan balance under our unsecured credit agreement on July 9, 2009, and prior year~~ proceeds from the ~~Transferred~~sale ~~Properties~~of real estate.

Cash Flows Used in Financing Activities

~~Net~~During ~~cash used in financing activities for~~ the ~~thirty-nine~~thirteen weeks ended ~~October~~April 30, ~~2010 was $50.4 million~~2011, ~~a decrease of $166.5 million compared to the same period last year. The decrease in~~ net cash used in financing activities was ~~primarily due to the prior year repayment of our unsecured credit agreement of~~ $~~1,300~~8.03 million oncompared ~~July 9,~~to ~~2009 and~~ a ~~decrease~~nominal ofamount ~~$22.5~~for ~~million~~the inthirteen ~~capitalized debt~~weeks ~~issuance~~ended ~~costs.~~May 1, ~~These were partially offset by additional borrowings of $925~~2010.3 ~~million~~The ~~related~~increase ~~to the Notes, a decrease~~ in ~~Contributions~~net cash ofused ~~$141.9 million, Amounts received~~ in ~~excess~~financing ofactivities ~~carrying~~was ~~values~~due ofto ~~net~~Distributions ~~assets sold~~ of $658.73 million made in the ~~prior~~ current year period ~~and an increase in Distributions of $23~~.1 ~~million.~~

Debt

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

OnSubsequent ~~July 8,~~Events 2010, pursuant to a registration rights agreement that we entered into in connection with the offering of the Notes, we completed a registered exchange offer with respect to the Notes. Additionally, in accordance with the indenture governing the Notes, we commenced a tender offer on June 25, 2010 to purchase for cash, up to an aggregate amount of approximately $25 million at par. The tender offer expired on July 26, 2010 with no holders opting to tender at that time.

In accordance with the indenture governing the 10.75% senior unsecured notes due fiscal 2017 (the “Notes”), we commenced a tender offer on May 13, 2011 to purchase up to an aggregate principal amount of approximately $25 million of the Notes for cash. The tender offer expired on June 13, 2011, with no holders opting to tender at that time. We will use such funds as permitted by the indenture governing the Notes, including dividends to TRU.

Contractual Obligations and Commitments

Our contractual obligations consist mainly of payments related to Long-term debt and related interest and operating leases related to real estate used in the operation of our business. Refer to the “Contractual Obligations and Commitments” section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations in ~~Amendment No. 3~~our toAnnual ~~the~~Report ~~registration~~on ~~statement~~Form ~~under~~10-K for the ~~Securities~~fiscal ~~Act~~year ofended ~~1933 which was filed on May~~January 1329, ~~2010~~2011, for details on our contractual obligations and commitments.

Critical Accounting Policies

Our Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities as of the date of the financial statements and during the applicable periods. We base these estimates on historical experience and on other factors that we believe are reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions and could have a material impact on our Condensed Consolidated Financial Statements. Refer to the ~~“Critical~~ ~~Accounting~~Annual ~~Policies”~~Report ~~section~~on ofForm ~~the~~10-K ~~Management’s~~for ~~Discussion and Analysis of Financial Condition and Results of Operations in Amendment No. 3 to~~ the ~~registration~~fiscal ~~statement~~year ~~under~~ended ~~the Securities Act of 1933 which was filed on May~~January 1329, ~~2010~~2011 for a discussion of critical accounting policies.

Recently Adopted Accounting Pronouncements

InNone March 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-11, “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives” (“ASU 2010-11”). ASU 2010-11 clarifies the only form of embedded credit derivative that is exempt from embedded derivative bifurcation requirements is one that is related only to the subordination of one financial instrument to another. As a result, entities that have contracts containing an embedded credit derivative feature in a form other than such subordination may need to separately account for the embedded credit derivative feature. The amendments in this ASU are effective at the beginning of a reporting entity’s first fiscal quarter beginning after June 15, 2010. The adoption of ASU 2010-11 did not have an impact on the Condensed Consolidated Financial Statements.

In January 2010, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements” (“ASU 2010-06”). This ASU provides amendments that will require more robust disclosures about the different classes of assets and liabilities measured at fair value, the valuation techniques and inputs used, the activity in Level 3 fair value measurements, and the transfers between Levels 1, 2 and 3. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early application is permitted. The adoption of ASU 2010-06 did not have an impact on the Condensed Consolidated Financial Statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. All statements herein or therein that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. We generally identify these statements by words or phrases, such as “anticipate,” “estimate,” “plan,” “expect,” “believe,” “intend,” “foresee,” “will,” “may,” and similar words or phrases. These statements discuss, among other things, our strategy, future financial or operational performance, anticipated cost savings, results of restructurings, cash flows generated from operating activities, anticipated developments, future financings, targets and future occurrences and trends.

These statements are subject to risks, uncertainties, and other factors, including, among others, competition in the retail industry, seasonality of Toys-Delaware’s business, changes in consumer preferences and consumer spending patterns, general economic conditions in the United States and other countries in which ~~we and~~ Toys-Delaware ~~conduct~~conducts ~~our~~its business, Toys-Delaware’s ability to implement its strategy, our, Toys-Delaware’s and TRU’s respective substantial ~~level~~levels of indebtedness and related debt-service obligations and the covenants in their and our respective debt agreements, availability of adequate financing to us, Toys-Delaware and TRU, Toys-Delaware’s dependence on key vendors of merchandise, international events affecting the delivery of toys and other products to Toys-Delaware’s stores, and such risks, uncertainties and factors set forth under Item 1A entitled “RISK FACTORS” of our Annual Report on Form 10-K filed on April 29, 2011 and in our reports and documents filed with the United States Securities and Exchange Commission (which reports and documents should be read in conjunction with this Quarterly Report on Form 10-Q). We believe that all forward-looking statements are based on reasonable assumptions when made; however, we caution that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update these statements in light of subsequent events or developments. Actual results and outcomes may differ materially from anticipated results or outcomes discussed in any forward-looking statement.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

There has been no ~~significant~~material change in our exposure to market risk during the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 30, ~~2010~~2011. For a discussion of our exposure to market risk, refer to ~~the~~Item 7A entitled “~~Quantitative~~QUANTITATIVE ~~and~~AND ~~Qualitative~~QUALITATIVE ~~Disclosures~~DISCLOSURES ~~about~~ABOUT ~~Market~~MARKET ~~Risk~~RISK” ~~section~~in ofour ~~the~~Annual ~~Management’s~~Report ~~Discussion~~on ~~and~~Form ~~Analysis~~10-K ~~of Financial Condition and Results of Operations~~ for the fiscal year ended January 3029, ~~2010 in our Amendment No~~2011. 3 ~~to the registration statement under the Securities Act of 1933 which was filed on May 13, 2010.~~

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

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

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

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

16Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the first quarter of fiscal 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

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

Item 1A.

Risk Factors

As of the date of this report, there have been no material changes to the information related to ~~the~~Item 1A entitled “~~Risk~~RISK ~~Factors~~FACTORS” disclosed in ~~the~~our ~~Amendment~~Annual ~~No. 3~~Report toon ~~the~~Form ~~registration~~10-K ~~statement~~for ~~under~~ the ~~Securities~~fiscal ~~Act~~year ofended ~~1933 which was filed on May~~January 1329, ~~2010~~2011.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

(Removed and Reserved)

Item 5.

Other Information

None.

Item 6.

Exhibits

Required exhibits are listed in the Index to Exhibits and are incorporated herein by reference.

1713

SIGNATURE

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

		TOYS “R” US PROPERTY COMPANY I, LLC (Registrant)
	TOYS “R” US PROPERTY COMPANY I, LLC
Date: December 14, 2010		/s/ F. Clay Creasey, Jr.
	(Registrant)
		F. Clay Creasey, Jr.
Date: June 14, 2011	/s/ F. Clay Creasey, Jr.
		President and Chief Financial Officer
	F. Clay Creasey, Jr.
	Executive Vice President and Chief Financial Officer

1814

INDEX TO EXHIBITS

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

Exhibit No.		Description
3.1		Amended and Restated Certificate of Formation of TRU 2005 RE Holding Co., I, LLC, changing its name from TRU 2005 RE Holding Co. I, LLC to Toys “R” Us Property Company I, LLC (filed as Exhibit 3.1 to the Registrant’s Form S-4 registration statement, filed on December 24, 2009 and incorporated herein by reference).
3.2		Second Amended and Restated Limited Liability Company Agreement of Toys “R” Us Property Company I, LLC (filed as Exhibit 3.2 to the Registrant’s Form S-4 registration statement, filed on December 24, 2009 and incorporated herein by reference).
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a – 14(a) and Rule 15d – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1		Toys “R” Us – Delaware, Inc. financial statements for the thirteen weeks ended April 30, 2011 (filed as Exhibit 99.1 to the Form 8-K filed by Toys “R” Us, Inc. on ~~December~~June 14, ~~2010~~2011 and incorporated herein by reference).

1915

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

Filing Compare · Toys R Us Property Co I, LLC