Note 15. Condensed Consolidating Financial Information

All obligations of Michaels Stores, Inc. under the Senior notes, Senior Subordinated Notes, Subordinated Discount Notes, Restated Term Loan Credit Facility, and Restated Revolving Credit Facility are guaranteed by each of our subsidiaries other than Aaron Brothers Card Services, LLC, Artistree of Canada, ULC, and Michaels Stores of Puerto Rico, LLC. As of February 2, 2013, the financial statements of Aaron Brothers Card Services, LLC, Artistree of Canada, ULC, and Michaels Stores of Puerto Rico, LLC were immaterial. Each subsidiary guarantor is 100% owned by the parent and all guarantees are joint and several and full and unconditional.

The following condensed consolidating financial information represents the financial information of Michaels Stores, Inc. and its wholly-owned subsidiary guarantors, prepared on the equity basis of accounting. The information is presented in accordance with the requirements of Rule 3-10 under the SEC’s Regulation S-X. The financial information may not necessarily be indicative of results of operations, cash flows, or financial position had the subsidiary guarantors operated as independent entities.

Supplemental Condensed Consolidating Statement of Comprehensive Income

	Fiscal Year 2012
	Parent Company		Guarantor Subsidiaries			Eliminations			Consolidated
	(Restated)
	(In millions)

Net sales	$	3,848	$	2,544		$	(1,984	)	$	4,408
Cost of sales and occupancy expense	2,473		2,154			(1,984		)	2,643
Gross profit	1,375		390			—			1,765
Selling, general, and administrative expense	980		152			—			1,132
Share-based compensation	12		3			—			15
Impairment of intangible assets	8		—			—			8
Related party expenses	13		—			—			13
Store pre-opening costs	4		1			—			5
Operating income	358		234			—			592
Interest expense	245		—			—			245
Refinancing costs and losses on early extinguishments of debt	33		—			—			33
Other (income) and expense, net	—		(1		)	—			(1		)
Intercompany charges (income)	76		(76		)	—			—
Equity in earnings of subsidiaries	311		—			(311		)	—
Income before income taxes	315		311			(311		)	315
Provision for income taxes	115		114			(114		)	115
Net income	200		197			(197		)	200
Comprehensive income	$	200	$	197		$	(197	)	$	200

(1) As Restated — See Note 2 “Restatement Share-based Compensation” on Notes to Consolidated Financial Statements.

Supplemental Condensed Consolidating Statement of Comprehensive Income

	Fiscal Year 2011
	Parent Company			Guarantor Subsidiaries			Eliminations			Consolidated
	(Restated)
	(In millions)

Net sales	$	3,684		$	2,369		$	(1,843	)	$	4,210
Cost of sales and occupancy expense	2,389			1,986			(1,843		)	2,532
Gross profit	1,295			383			—			1,678
Selling, general, and administrative expense	945			145			—			1,090
Share-based compensation	28			5			—			33
Related party expenses	13			—			—			13
Store pre-opening costs	3			1			—			4
Operating income	306			232			—			538
Interest expense	254			—			—			254
Refinancing costs and losses on early extinguishments of debt	18			—			—			18
Other (income) and expense, net	5			4			—			9
Intercompany charges (income)	73			(73		)	—			—
Equity in earnings of subsidiaries	301			—			(301		)	—
Income before income taxes	257			301			(301		)	257
Provision for income taxes	100			117			(117		)	100
Net income	$	157		$	184		$	(184	)	$	157

Other comprehensive income, net of tax:
Foreign currency translation adjustment	(1		)	—			—			(1		)
Comprehensive income	$	156		$	184		$	(184	)	$	156

Supplemental Condensed Consolidating Statement of Comprehensive Income

	Fiscal Year 2010
	Parent Company		Guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)

Net sales	$	3,530	$	2,294		$	(1,793	)	$	4,031
Cost of sales and occupancy expense	2,341		1,919			(1,793		)	2,467
Gross profit	1,189		375			—			1,564
Selling, general, and administrative expense	912		139			—			1,051
Share-based compensation	7		1			—			8
Related party expenses	14		—			—			14
Store pre-opening costs	3		—			—			3
Operating income	253		235			—			488
Interest expense	276		—			—			276
Refinancing costs and losses on early extinguishments of debt	53		—			—			53
Other (income) and expense, net	12		(2		)	—			10
Intercompany charges (income)	73		(73		)	—			—
Equity in earnings of subsidiaries	310		—			(310		)	—
Income before income taxes	149		310			(310		)	149
Provision for income taxes	46		107			(107		)	46
Net income	$	103	$	203		$	(203	)	$	103

Other comprehensive income, net of tax:
Foreign currency translation adjustment	1		—			—			1
Comprehensive income	$	104	$	203		$	(203	)	$	104

Supplemental Condensed Consolidating Balance Sheet

	February 2, 2013
	Parent Company			Guarantor Subsidiaries		Eliminations			Consolidated
	(Restated)
	(In millions)
ASSETS
Current assets:
Cash and equivalents	$	37		$	19	$	—		$	56
Merchandise inventories	591			271		—			862
Intercompany receivables	—			329		(329		)	—
Other	105			21		—			126
Total current assets	733			640		(329		)	1,044
Property and equipment, net	271			67		—			338
Goodwill, net	94			—		—			94
Investment in subsidiaries	284			—		(284		)	—
Other assets	76			3		—			79
Total assets	$	1,458		$	710	$	(613	)	$	1,555

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	5			258		—			263
Accrued liabilities and other	235			132		—			367
Share-based Compensation	22			13					35
Current portion of long-term debt	150			—		—			150
Intercompany payable	329			—		(329		)	—
Other	36			5		—			41
Total current liabilities	777			408		(329		)	856
Long-term debt	2,891			—		—			2,891
Other long-term liabilities	73			12		—			85
Share-based Compensation	21			6					27
Total stockholders’ deficit	(2,304		)	284		(284		)	(2,304		)
Total liabilities and stockholders’ deficit	$	1,458		$	710	$	(613	)	$	1,555

(1) As Restated — See Note 2 “Restatement Share-based Compensation” on Notes to Consolidated Financial Statements.

Supplemental Condensed Consolidating Balance Sheet

	January 28, 2012
	Parent Company			Guarantor Subsidiaries		Eliminations			Consolidated
	(Restated)
	(In millions)
ASSETS
Current assets:
Cash and equivalents	$	363		$	8	$	—		$	371
Merchandise inventories	555			290		—			845
Intercompany receivables	—			470		(470		)	—
Other	103			20		—			123
Total current assets	1,021			788		(470		)	1,339
Property and equipment, net	249			63		—			312
Goodwill, net	95			—		—			95
Investment in subsidiaries	402			—		(402		)	—
Other assets	89			3		—			92
Total assets	$	1,856		$	854	$	(872	)	$	1,838

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	9		$	292	$	—		$	301
Accrued liabilities and other	256			133		—			389
Share-based compensation	16			9		—			25
Current portion of long-term debt	127			—		—			127
Intercompany payable	470			—		(470		)	—
Other	18			1		—			19
Total current liabilities	896			435		(470		)	861
Long-term debt	3,363			—		—			3,363
Share-based compensation	13			6					19
Other long-term liabilities	85			11		—			96
Total stockholders’ deficit	(2,501		)	402		(402		)	(2,501		)
Total liabilities and stockholders’ deficit	$	1,856		$	854	$	(872	)	$	1,838

Supplemental Condensed Consolidating Statement of Cash Flows

	Fiscal Year 2012
	Parent			Guarantor
	Company			Subsidiaries			Eliminations			Consolidated
	(Restated) (In millions)
Operating activities:
Net cash provided by operating activities	$	269		$	453		$	(423	)	$	299

Investing activities:
Cash paid for property and equipment	(105		)	(19		)	—			(124		)
Net cash used in investing activities	(105		)	(19		)	—			(124		)

Financing activities:
Net repayments of long-term debt	(457		)	—			—			(457		)
Intercompany dividends	—			(423		)	423			—
Other financing activities	(33		)	—			—			(33		)
Net cash provided by financing activities	(490		)	(423		)	423			(490		)

Increase in cash and equivalents	(326		)	11			—			(315		)
Beginning cash and equivalents	363			8			—			371
Ending cash and equivalents	$	37		$	19		$	—		$	56

Supplemental Condensed Consolidating Statement of Cash Flows

	Fiscal Year 2011
	Parent Company			Guarantor Subsidiaries			Eliminations			Consolidated
	(Restated) (In millions)
Operating activities:
Net cash provided by operating activities	$	390		$	234		$	(215	)	$	409

Investing activities:
Cash paid for property and equipment	(88		)	(21		)	—			(109		)
Net cash used in investing activities	(88		)	(21		)	—			(109		)

Financing activities:
Net repayments of long-term debt	(227		)	—			—			(227		)
Intercompany dividends	—			(215		)	215			—
Other financing activities	(21		)	—			—			(21		)
Net cash provided by financing activities	(248		)	(215		)	215			(248		)

Increase in cash and equivalents	54			(2		)	—			52
Beginning cash and equivalents	309			10			—			319
Ending cash and equivalents	$	363		$	8		$	—		$	371

Supplemental Condensed Consolidating Statement of Cash Flows

	Fiscal Year 2010
	Parent Company			Guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Operating Activities:
Net cash provided by operating activities	$	426		$	301		$	(289	)	$	438

Investing Activities:
Cost of business acquisition	(2		)	—			—			(2		)
Cash paid for property and equipment	(69		)	(12		)	—			(81		)
Net cash used in investing activities	(71		)	(12		)	—			(83		)

Financing Activities:
Net repayments of long-term debt	(225		)	—			—			(225		)
Intercompany dividends	—			(289		)	289			—
Other financing activities	(28		)	—			—			(28		)
Net cash used in financing activities	(253		)	(289		)	289			(253		)

Increase in cash and equivalents	102			—			—			102
Beginning cash and equivalents	207			10			—			217
Ending cash and equivalents	$	309		$	10		$	—		$	319