CONTENTS || CORPORATE LISTING

MICHAELS STORES, INC. is the world's largest retailer of arts, crafts, framing, floral, decorative wall decor and seasonal merchandise for the hobbyist and do-it-yourself home decorator. Stores average about 16,900 square feet of selling space and typically carry over 40,000 items, including a broad assortment of picture framing materials and services, silk and dried flowers, hobby and art supplies, creative crafts and seasonal and holiday merchandise.

AARON BROTHERS, INC., a Michaels subsidiary, has 78 stores located primarily on the West Coast. They average about 6,100 square feet of selling space and carry approximately 7,000 items of picture framing and art supplies.

ARTISTREE is a light manufacturing division of Michaels. They provide frames and custom framing services principally for Michaels and Aaron Brothers.


FINANCIAL HIGHLIGHTS



1 Fiscal 1996 was a 53-week fiscal year; all other years were 52-week fiscal years. 2 Includes effect of an unusual pre-tax charge of $41.2 million for costs associated with a sale to liquidate merchandise that was eliminated following store resets, markdowns on discontinued furniture and other home decor merchandise, and reserves for the closure of four stores and the write-down of leasehold improvementsin three stores.

3 Includes effect of an unusual pre-tax charge of $64.4 million for costs primarily associated with an inventory reduction program.

4 EBITDA is calculated as income before income taxes plus interest, depreciation and amortization. EBITDA is presented because it is a widely accepted financial indicator of a company's ability to incur and service debt. EBITDA should not be considered by an investor as an alternative to net income, as an indicator of the operati performance of the Company or as an alternative to cash flow as a measure of liquidity.


1998 DEPARTMENTAL SALES



Call 1-800-MICHAELS
for the location of your nearest
Michaels store. Or visit us on the
Internet at www.michaels.com.

Financial Highlights || Letter to Shareholders || Four Cornerstones
Management's Discussion and Analysis || Consolidated Statements || Notes to Consolidated Statements
Auditors Report || Quarterly Financial Data || Board of Directors || Corporate and Stockholder Data