Note 11. Condensed Consolidating Financial Information

All obligations of the Company under its notes, the Restated Revolving Credit Facility and the Restated Term Loan Credit Facility are guaranteed by each of its subsidiaries other than Aaron Brothers Card Services, LLC, Artistree of Canada, ULC and Michaels Stores of Puerto Rico, LLC and will be guaranteed by its direct parent, Holdings. As of August 3, 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, directly or indirectly, by the Company and such guarantees of each subsidiary guarantor are (and the guarantee of Holdings will be) 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 Balance Sheet

	August 3, 2013
	Parent Company			Guarantor Subsidiaries		Eliminations			Consolidated
	(Restated)								(Restated)
	(in millions)
ASSETS
Current assets:
Cash and equivalents	$	28		$	23	$	—		$	51
Merchandise inventories	619			290		—			909
Intercompany receivables	—			484		(484		)	—
Other	142			28		—			170
Total current assets	789			825		(484		)	1,130
Property and equipment, net	274			73		—			347
Goodwill	94			—		—			94
Investment in subsidiaries	453			—		(453		)	—
Other assets	72			2		—			74
Total assets	$	1,682		$	900	$	(937	)	$	1,645

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	5		$	284	$	—		$	289
Accrued liabilities and other	205			130		—			335
Share-based compensation liability	6			13		—			19
Current portion of long-term debt	238			—		—			238
Intercompany payable	484			—		(484		)	—
Other	4			—		—			4
Total current liabilities	942			427		(484		)	885
Long-term debt	2,882			—		—			2,882
Share-based compensation liability	17			9		—			26
Other long-term liabilities	72			11		—			83
Total stockholders’ deficit	(2,231		)	453		(453		)	(2,231		)
Total liabilities and stockholders’ deficit	$	1,682		$	900	$	(937	)	$	1,645

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

Supplemental Condensed Consolidating Balance Sheet

	July 28, 2012
	Parent Company			Guarantor Subsidiaries		Eliminations			Consolidated
	(Restated)								(Restated)
	(in millions)
ASSETS
Current assets:
Cash and equivalents	$	93		$	20	$	—		$	113
Merchandise inventories	603			322		—			925
Intercompany receivables	—			556		(556		)	—
Other	135			23		—			158
Total current assets	831			921		(556		)	1,196
Property and equipment, net	265			61		—			326
Goodwill	95			—		—			95
Investment in subsidiaries	569			—		(569		)	—
Other assets	83			3		—			86
Total assets	$	1,843		$	985	$	(1,125	)	$	1,703

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	8		$	269	$	—		$	277
Accrued liabilities and other	234			119		—			353
Share-based compensation liability	19			10		—			29
Current portion of long-term debt	1			—		—			1
Intercompany payable	556			—		(556		)	—
Other	1			—		—			1
Total current liabilities	819			398		(556		)	661
Long-term debt	3,363			—		—			3,363
Share-based compensation liability	16			7		—			23
Other long-term liabilities	86			11		—			97
Total stockholders’ deficit	(2,441		)	569		(569		)	(2,441		)
Total liabilities and stockholders’ deficit	$	1,843		$	985	$	(1,125	)	$	1,703

Supplemental Condensed Consolidating Statement of Comprehensive Income

	Quarter Ended August 3, 2013
	Parent Company			Guarantor Subsidiaries			Eliminations			Consolidated
	(Restated)									(Restated)
	(in millions)
Net sales	$	783		$	534		$	(413	)	$	904
Cost of sales and occupancy expense	522			458			(413		)	567
Gross profit	261			76			—			337
Selling, general, and administrative expense	221			33			—			254
Share-based compensation	6			2			—			8
Related party expenses	3			—			—			3
Store pre-opening costs	1			—			—			1
Operating income	30			41			—			71
Interest expense	45			—			—			45
Refinancing costs and losses on early extinguishment of debt	—			—			—			—
Other (income) and expense, net	—			1			—			1
Intercompany charges (income)	12			(12		)	—			—
Equity in earnings of subsidiaries	52			—			(52		)	—
Income before income taxes	25			52			(52		)	25
Provision for income taxes	8			13			(13		)	8
Net income	17			39			(39		)	17

Other comprehensive income, net of tax:
Foreign currency translation adjustment and other	(1		)	—			—			(1		)
Comprehensive income	$	16		$	39		$	(39	)	$	16

Supplemental Condensed Consolidating Statement of Comprehensive Income

	Quarter Ended July 28, 2012
	Parent Company			Guarantor Subsidiaries			Eliminations			Consolidated
	(Restated)									(Restated)
	(in millions)
Net sales	$	777		$	521		$	(406	)	$	892
Cost of sales and occupancy expense	519			444			(406		)	557
Gross profit	258			77			—			335
Selling, general, and administrative expense	218			33			—			251
Share-based compensation	2			1			—			3
Related party expenses	4			—			—			4
Store pre-opening costs	1			—			—			1
Operating income	33			43			—			76
Interest expense	61			—			—			61
Other (income) and expense, net	—			—			—			—
Intercompany charges (income)	15			(15		)	—			—
Equity in earnings of subsidiaries	58			—			(58		)	—
Income before income taxes	15			58			(58		)	15
Provision for income taxes	6			22			(22		)	6
Net income	9			36			(36		)	9

Other comprehensive income, net of tax:
Foreign currency translation adjustment	(2		)	—			—			(2		)
Comprehensive income	$	7		$	36		$	(36	)	$	7

Supplemental Condensed Consolidating Statement of Comprehensive Income

	Six Months Ended August 3, 2013
				Guarantor
	Parent Company			Subsidiaries			Eliminations			Consolidated
	(Restated)
	(in millions)
Net sales	$	1,652		$	1,081		$	(836	)	$	1,897
Cost of sales and occupancy expense	1,077			910			(836		)	1,151
Gross profit	575			171			—			746
Selling, general, and administrative expense	455			71			—			526
Share-based compensation	9			2			—			11
Related party expenses	7			—			—			7
Store pre-opening costs	3			—			—			3
Operating income	101			98			—			199
Interest expense	92			—			—			92
Refinancing costs and losses on early extinguishment of debt	7			—			—			7
Other (income) and expense, net	—			1			—			1
Intercompany charges (income)	25			(25		)	—			—
Equity in earnings of subsidiaries	122			—			(122		)	—
Income before income taxes	99			122			(122		)	99
Provision for income taxes	36			44			(44		)	36
Net income	63			78			(78		)	63
Other comprehensive income, net of tax:
Foreign currency translation adjustment and other	(2		)	—			—			(2		)
Comprehensive income	$	61		$	78		$	(78	)	$	61

Supplemental Condensed Consolidating Statement of Comprehensive Income

	Six Months Ended July 28, 2012
	Parent Company		Guarantor Subsidiaries			Eliminations			Consolidated
	(Restated)								(Restated)
	(in millions)
Net sales	$	1,638	$	1,070		$	(838	)	$	1,870
Cost of sales and occupancy expense	1,056		906			(838		)	1,124
Gross profit	582		164			—			746
Selling, general, and administrative expense	442		68			—			510
Share-based compensation	6		1			—			7
Related party expenses	7		—			—			7
Store pre-opening costs	2		—			—			2
Operating income	125		95			—			220
Interest expense	127		—			—			127
Other (income) and expense, net	—		(1		)	—			(1		)
Intercompany charges (income)	32		(32		)	—			—
Equity in earnings of subsidiaries	128		—			(128		)	—
Income before income taxes	94		128			(128		)	94
Provision for income taxes	34		46			(46		)	34
Net income	60		(82		)	(82		)	60
Comprehensive income	$	60	$	82		$	(82	)	$	60

Supplemental Condensed Consolidating Statement of Cash Flows

	Six Months Ended August 3, 2013
	Parent Company			Guarantor Subsidiaries			Eliminations			Consolidated
	(Restated)									(Restated)
	(in millions)
Operating activities:
Net cash (used in) provided by operating activities	$	(33	)	$	66		$	(47	)	$	(14	)

Investing activities:
Cash paid for property and equipment	(35		)	(15		)	—			(50		)
Net cash used in investing activities	(35		)	(15		)	—			(50		)

Financing activities:
Net repayments of short-term debt	75			—			—			75
Intercompany dividends	—			(47		)	47			—
Other financing activities	(16		)	—			—			(16		)
Net cash provided by (used in) financing activities	59			(47		)	47			59

Decrease in cash and equivalents	(9		)	4			—			(5		)
Beginning cash and equivalents	37			19			—			56
Ending cash and equivalents	$	28		$	23		$	—		$	51

Supplemental Condensed Consolidating Statement of Cash Flows

	Six Months Ended July 28, 2012
	Parent			Guarantor
	Company			Subsidiaries			Eliminations			Consolidated
	(Restated)									(Restated)
	(in millions)
Operating activities:
Net cash used in operating activities	$	(99	)	$	68		$	(49	)	$	(80	)

Investing activities:
Cash paid for property and equipment	(38		)	(7		)	—			(45		)
Net cash used in investing activities	(38		)	(7		)	—			(45		)

Financing activities:
Net repayment of long term debt	(127		)	—			—			(127		)
Intercompany dividends	—			(49		)	49			—
Other financing activities	(6		)	—			—			(6		)
Net cash used in financing activities	(133		)	(49		)	49			(133		)

Decrease in cash and equivalents	(270		)	12			—			(258		)
Beginning cash and equivalents	363			8			—			371
Ending cash and equivalents	$	93		$	20		$	—		$	113