Note 2. Restatement — Share-based Compensation

The Company has determined its previously issued unaudited interim consolidated financial statements for the three and six month periods ended August 3, 2013 and July 28, 2012, contained an error with respect to Accounting Standards Codification (“ASC”) 718, Compensation — Stock Compensation. Specifically, former participants in the Company’s Equity Incentive Plan and its successor Plan (The Michaels Companies, Inc. (“Parent”) Equity Incentive Plan, together the “Plan”) exercised stock options upon their termination from the Company, and the Company repurchased the immature shares. The Company consistently repurchased shares in this manner and therefore, under accounting rules, established a pattern of repurchasing immature shares during the third quarter of 2011. The Company determined all stock options should have been treated as liability awards in accordance with the rules of ASC 718-10-25-9. Under liability accounting, the Company re-measures the fair value of stock compensation each period and recognizes changes in fair value as awards vest and until the award is settled. The Company originally recognized expense ratably over the vesting period based on the grant date fair value of the option in accordance with the fixed method of accounting. The Company determined the accounting error was material to fiscal 2011 and fiscal 2012 financial statements and those financial statements required restatement. As a result, the Company is also restating its financial statements for the three and six months ended August 3, 2013 and July 28, 2012. The impact to share-based compensation expense for the three and six months ended August 3, 2013, was $7 million ($5, net of tax) and $12 million ($8, net of tax), respectively. The impact to share-based compensation expense for the three and six months ended July 28, 2012, was $6 million ($4, net of tax) and $9 million ($5, net of tax), respectively. As part of the restatement, the Company also recorded other adjustments related to merchandise inventories and the reserve for closed facilities which were previously determined to be immaterial to the respective periods. In total, the adjustments resulted in a decline of Net income by $3 and $4 million for the three and six months ended August 3, 2013, and $4 and $6 million for the three and six months ended July 28, 2012.

The following footnotes have been restated:

· Note 6 — Income Taxes

· Note 9 — Segments and Geographic Information

· Note 11 — Condensed Consolidating Financial Information

The following tables illustrate the correction as associated with certain line items in the unaudited interim consolidated financial statements (amounts in millions):

	Consolidated Balance Sheet As of August 3, 2013
	As Reported			Share-based compensation Adjustment			Other Adjustments		As Restated
Merchandise inventories	$	905		$	4		$	—	$	909
Deferred income taxes	37			1			—		38
Income tax receivable	34			2			—		36
Total current assets	1,123			7			—		1,130
Deferred income taxes	13			16			—		29
Total non-current assets	152			16			—		168
Accrued liabilities and other	338			(3		)	—		335
Share-based compensation liability	—			19			—		19
Income taxes payable	1			(1		)	—		—
Total current liabilities	870			15			—		885
Share-based compensation liability	—			26			—		26
Total long-term liabilities	2,965			26			—		2,991
Additional paid-in capital	60			1			—		61
Accumulated deficit	(2,277		)	(19		)	—		(2,296		)
Total stockholders’ deficit	(2,213		)	(18		)	—		(2,231		)

	Consolidated Balance Sheet As of July 28, 2012
	As Reported			Share-based compensation Adjustment			Other Adjustments		As Restated
Merchandise inventories	$	922		$	3		$	—	$	925
Total current assets	1,193			3			—		1,196
Deferred income taxes	18			14			—		32
Total non-current assets	167			14			—		181
Accrued liabilities and other	351			2			—		353
Share-based compensation liability	—			29			—		29
Income taxes payable	2			(2		)	—		—
Total current liabilities	632			29			—		661
Share-based compensation liability	—			23			—		23
Total long-term liabilities	3,460			23			—		3,483
Additional paid-in capital	62			(10		)	—		52
Accumulated deficit	(2,474		)	(25		)	—		(2,499		)
Total stockholders’ deficit	(2,406		)	(35		)	—		(2,441		)

	Consolidated Statements of Comprehensive Income Quarter Ended August 3, 2013
	As Reported		Share-based compensation Adjustment			Other Adjustments			As Restated
Cost of sales and occupancy expense	$	567	$	1		$	(1	)	$	567
Gross Profit	337		(1		)	1			337
Selling, general and administrative expense	258		(2		)	(2		)	254
Share-based compensation	—		8			—			8
Operating income	75		(7		)	3			71
Income before income taxes	29		(7		)	3			25
Provision for income taxes	9		(2		)	1			8
Net income	20		(5		)	2			17
Comprehensive income	19		(5		)	2			16

	Consolidated Statements of Comprehensive Income Six Months Ended August 3, 2013
	As Reported		Share-based compensation Adjustment			Other Adjustments			As Restated
Cost of sales and occupancy expense	$	1,153	$	2		$	(4	)	$	1,151
Gross Profit	744		(2		)	4			746
Selling, general and administrative expense	529		(1		)	(2		)	526
Share-based compensation	—		11			—			11
Operating income	205		(12		)	6			199
Income before income taxes	105		(12		)	6			99
Provision for income taxes	38		(4		)	2			36
Net income	67		(8		)	4			63
Comprehensive income	65		(8		)	4			61

	Consolidated Statements of Comprehensive Income Quarter Ended July 28, 2012
	As Reported		Share-based compensation Adjustment			Other Adjustments		As Restated
Cost of sales and occupancy expense	$	553	$	4		$	—	$	557
Gross Profit	339		(4		)	—		335
Selling, general and administrative expense	252		(1		)	—		251
Share-based compensation	—		3			—		3
Operating income	82		(6		)	—		76
Income before income taxes	21		(6		)	—		15
Provision for income taxes	8		(2		)	—		6
Net income	13		(4		)	—		9
Comprehensive income	11		(4		)	—		7

	Consolidated Statements of Comprehensive Income Six Months Ended July 28, 2012
	As Reported		Share-based compensation Adjustment			Other Adjustments			As Restated
Cost of sales and occupancy expense	$	1,119	$	4		$	1		$	1,124
Gross Profit	751		(4		)	(1		)	746
Selling, general and administrative expense	512		(2		)	—			510
Share-based compensation	—		7			—			7
Operating income	230		(9		)	(1		)	220
Income before income taxes	104		(9		)	(1		)	94
Provision for income taxes	38		(4		)	—			34
Net income	66		(5		)	(1		)	60
Comprehensive income	66		(5		)	(1		)	60

	Cash Flow Data Six Months Ended August 3, 2013
	As Reported			Share-based compensation Adjustment		Other Adjustments		As Restated
Operating Activities:
Net income	$	67		(7	)	3		$	63
Share-based compensation	1			12		—		13
Merchandise inventories	(40		)	(2	)	(5	)	(47		)
Accrued liabilities and other	(38		)	(21	)	—		(59		)
Income taxes	(71		)	(2	)	2		(71		)
Net cash provided by (used in) operating activities	6			(20	)	—		(14		)
Repurchase of common stock	(45		)	45		—		—
Proceeds from stock options exercised	25			(25	)	—		—
Net cash provided by financing activities	39			20		—		59

		Cash Flow Data Six Months Ended July 28, 2012
		As Reported					Share-based compensation Adjustment				Other Adjustments			As Restated
Operating Activities:
Net income		$	66				(5		)		(1	)		$	60
Share-based compensation		3					8				—			11
Merchandise inventories		(82			)		(1		)		1			(82		)
Income taxes		(43			)		(3		)		—			(46		)
Net cash used in operating activities		(79			)		(1		)		—			(80		)
Repurchase of common stock	(3			)		3				—			—
Proceeds from stock options exercised	2					(2		)		—			—
Net cash provided by (used in) financing activities		(134			)		1				—			(133		)