SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended January 1, 2011
		For the fiscal year ended December 31, 2011
		OR
¨		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from to
		Commission File Number: 01-13409

Commission File Number: 01-13409

Midas, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware		36-4180556
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1300 Arlington Heights Road, Itasca, Illinois		60143
(Address of Principal Executive Offices)		(Zip Code)

(630) 438-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange on Which Registered

Common Stock, par value $.001

Preferred Stock Purchase Rights

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act YES ¨ NO x

Indicate by check mark if the Registrant is not required to file reports pursuant to section 13 or section 15(d) of the Act YES ¨ NO x

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 ¨x NO ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark 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. Large Accelerated Filer ¨ Accelerated Filer x Non-Accelerated Filer ¨ Smaller Reporting Company ¨

Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) YES ¨ NO x

The aggregate market value of the outstanding common stock, other than shares held by persons who may be deemed affiliates of the Registrant, as of the last business day of the Registrant’s most recently completed second fiscal quarter was approximately $~~103~~90.68 million.

The number of shares of the Registrant’s Common Stock, $.001 par value per share, outstanding as of February 1423, ~~2011~~2012 was 14,~~195~~408,~~434~~542.

Documents incorporated by reference: Portions of the definitive Proxy Statement for the ~~2011~~2012 Annual Meeting of Shareholders of the Registrant (the “~~2011~~2012 Proxy Statement”) are incorporated by reference into Part III.

TABLE OF CONTENTS

PART I		Page
1.	Business	1
1A.	Risk Factors	1415
1B.	Unresolved Staff Comments	2022
2.	Properties	2023
3.	Legal Proceedings	2123
4.	~~Reserved~~Mine Safety Disclosures	2224
PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2325
6.	Selected Financial Data	2527
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2628
7A.	Quantitative and Qualitative Disclosures About Market Risk	4144
8.	Financial Statements and Supplementary Data	4245
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4245
9A.	Controls and Procedures	4345
9B.	Other Information	4548
PART III
10.	Directors, Executive Officers and Corporate Governance of the Registrant	4748
11.	Executive Compensation	4950
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4950
13.	Certain Relationships and Related Transactions and Director Independence	5051
14.	Principal Accountant Fees and Services	5051
PART IV
15.	Exhibits and Financial Statement Schedules	5052
Signatures		5557

PART I

Item 1.

Business

As used herein, and except where the context otherwise requires, the terms “MDS” and the “Company” refer to Midas, Inc. and its consolidated subsidiaries. The term “Midas” refers to the Midas retail system only. The term “SpeeDee” refers to the SpeeDee retail system. References to fiscal years are to years ended ~~January~~December 131, 2011 (“fiscal ~~2010~~2011”), January 21, ~~2010~~2011 (“fiscal ~~2009~~ 2010”), and January 32, ~~2009~~2010 (“fiscal ~~2008~~2009”).

Agreement and Plan of Merger

On August 11, 2011, the Company announced that its Board of Directors had retained J.P. Morgan Securities to assist in the exploration and evaluation of strategic alternatives to enhance shareholder value. The Company said that strategic and financial alternatives may include, but are not limited to, a possible sale, merger or other business combination.

On March 12, 2012, MDS entered into an Agreement and Plan of Merger, referred to as the Merger Agreement, with TBC Corporation, a Delaware corporation, or TBC, and Gearshift Merger Corp., a Delaware corporation and a wholly owned subsidiary of TBC, referred to as the Purchaser. TBC is a subsidiary of Sumitomo Corporation of America. Pursuant to the terms of the Merger Agreement, and on the terms and subject to the conditions thereof, among other things, the Purchaser will commence a cash tender offer, referred to as the Offer, to acquire all of the outstanding shares of common stock of MDS, including with the associated preferred share purchase rights, which we refer to collectively as the Shares, at a price of $11.50 per share in cash (the “Tender Offer Price”).

The Purchaser’s obligation to accept for payment and pay for Shares tendered in the Offer is subject to certain conditions, including, among other things, a minimum number of Shares that must be tendered. The consummation of the Offer is not subject to any financing condition.

Following the completion of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, including, if required, approval by the stockholders of MDS, the Purchaser will merge with and into MDS, with MDS surviving as a wholly owned subsidiary of TBC. At the effective time of the merger, the Shares not purchased pursuant to the Offer, other than shares held by MDS, TBC, Purchaser, any subsidiary of TBC or by stockholders of MDS who have perfected their statutory rights of appraisal under Delaware law, will be converted into the right to receive the Tender Offer Price per share in cash, without interest, and less any required withholding taxes. Under the terms of the Merger Agreement, at the time the Shares are accepted for purchase pursuant to the Tender Offer, all outstanding and unexercised options to purchase Shares will be deemed to vest. Under the terms of the Merger Agreement, each outstanding option or warrant to purchase Shares will be deemed exercised and cancelled, with each former holder thereof receiving an amount in cash equal to the excess, if any, of the Tender Offer Price over the exercise price thereof multiplied by the number of shares subject to such option or warrant.

Pursuant to the Merger Agreement, if the minimum tender condition is satisfied but the Purchaser has not purchased a number of Shares necessary for Purchaser to be merged with and into MDS without a vote of MDS’ stockholders in accordance with Section 253 of the Delaware General Corporation Law (the “Short Form Threshold”), then Purchaser will be deemed to purchase from the Company a number of newly issued shares at the Tender Offer Price sufficient when added to the number of Shares owned by the Purchaser to enable it to meet the Short Form Threshold (the “Top Up”).

Background

MDS has been in the business of selling automotive repair franchises since 1956. Through March of 2008, the Company’s sole franchise concept was Midas auto repair centers. In April of 2008, MDS acquired the SpeeDee Oil Change and Tune-up franchise system and now sells Midas, SpeeDee and Midas-SpeeDee co Co-~~branded~~Branded franchises.

~~The Midas network of franchised and company-operated shops is one of the largest and most recognized providers of automotive repair and maintenance services in North America with~~ 1~~,538~~ shops, located in all 50 U.S. states and nine Canadian provinces as of January 1, 2011. The SpeeDee network of franchised and company-operated shops consists of 106 shops in the U.S., located in 10 states. In addition, both Midas and SpeeDee license their brands outside of North America. There are 781 Midas shops licensed in 13 other countries, and 65 licensed SpeeDee shops in Mexico. On a worldwide basis, there were 2,490 Midas and SpeeDee shops as of January 1, 2011.

The Midas network of franchised and company-operated shops is one of the largest and most recognized providers of automotive repair and maintenance services in North America with 1,484 shops, located in all 50 U.S. states and nine Canadian provinces as of December 31, 2011. The SpeeDee network of franchised and company-operated shops consists of 103 shops in the U.S., located in 10 states. In addition, both Midas and SpeeDee license their brands outside of North America. There are 775 Midas shops licensed in 12 other countries, and 58 licensed SpeeDee shops in Mexico. On a worldwide basis, there were 2,420 Midas and SpeeDee shops as of December 31, 2011.

From 1972 to 1998, the MDS business was owned by Whitman Corporation (“Whitman”). MDS became an independent public company on January 30, 1998 in a spin-off transaction whereby Whitman distributed all issued and outstanding shares of MDS to shareholders of record of Whitman stock.

MDS’s principal executive offices are located at 1300 Arlington Heights Road, Itasca, Illinois 60143, and its telephone number is (630) 438-3000. The Company’s Internet address is www.Midas.com. MDS makes available, free of charge on or through its website, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission.

Franchise Industry Overview

There are two main types of franchises: product distribution franchises and business format franchises. In product distribution franchising, the franchisor licenses its trademark and logo to its franchisee, and allows the franchisee to sell its products; however, the product distribution franchisor typically does not provide the franchisee with a system for running the business. Examples of such franchises are automotive dealerships, soft drink bottlers, and gas stations. A business format franchise not only allows the franchisee to use the franchisor’s trademark, but also provides the franchisee with a system to conduct operations. Midas and SpeeDee are business format franchises. Business format franchises are the most common type of franchise, encompassing businesses such as fast food, retail, lodging, personal services, and automotive repair. Besides Midas, some of the larger automotive service franchisors include Jiffy Lube, AAMCO, Meineke, and MAACO. According to a recent national study, business format franchised businesses in the U.S. produced goods and services worth approximately $~~706~~745 billion across more than ~~765~~735,000 franchised establishments in ~~2010~~ 2011.

Business format franchising is a synergistic way of doing business. The franchisor provides the franchisee with an established and proven business system. For the new franchisee, the franchisor provides initial training, an operations manual, and an established brand name. Thus, the franchisee is more likely to be initially successful than if he tried to start a new business on his own. The franchisee owns his own business, but also has access to support from the franchisor and his fellow franchisees. On an ongoing basis, the franchisor develops various programs to support the franchisee and the brand. Such programs include advertising, marketing, training, and development of supply chain relationships.

successful than if he tried to start a new business on his own. The franchisee owns his own business, but also has access to support from the franchisor and his fellow franchisees. On an ongoing basis, the franchisor develops various programs to support the franchisee and the brand. Such programs include advertising, marketing, training, and development of supply chain relationships.

For the franchisor, the benefits of the relationship go well beyond the royalties and fees. Franchisees have invested their own capital in their businesses, and thus have greater motivation to succeed than the average company employee. Strong motivation is especially important in a service business such as auto repair. The Company believes that franchisees can also deliver superior results due to their knowledge of local markets, their involvement in local communities, and their potential for innovation.

The Company believes Midas and SpeeDee franchises are an attractive proposition for a wide variety of people. Some franchisees have prior experience in the automotive aftermarket. They want to be their own boss, but find comfort in being associated with a larger organization and a leading brand. Some franchisees were successful businesspersons in other fields, but are looking for a new career for themselves and/or their families. The training and support available from MDS is attractive to them, as are the relative prospects for the automotive service business.

Economists forecast that the unemployment rate will continue to remain elevated in the United States for the next several years. Many people are searching for new ways to earn money. For those who are employed, the fear of future layoffs may also motivate them to search for alternatives in which they can be their own boss, and have greater control over their own financial well being. While this economic environment is stimulating increased interest in becoming a franchisee, most candidates rely at least in part on financing in order to buy a franchise. Certain measures have been taken by the U.S. Government to improve access to capital for small business formation, but the credit markets remain tight. MDS anticipates the availability of financing will constrain the growth in the number of people who can become franchisees in the near term.

Automotive Aftermarket Industry Overview

Midas and SpeeDee compete in the approximately $~~165~~174 billion U.S. automotive aftermarket industry, which includes replacement parts (excluding collision parts and parts for heavy duty trucks), accessories, maintenance items, batteries and automotive fluids for cars and light trucks. Approximately 87% of this amount is from the sale of installed parts and labor (the Do-It-For-Me or “DIFM” segment of the market) and 13% is from the Do-It-Yourself or “DIY” market. Midas and SpeeDee participate in the DIFM segment of the market, but do not participate in the DIY market.

Historically, the DIFM market has been growing because of the increasing size and age of the country’s automotive fleet, the increased technological complexity of vehicles leading to higher cost repairs and maintenance, and the generally increasing number of miles driven annually. In addition, recent industry statistics indicate that there is more than $5462 billion in neglected vehicle maintenance every year.

According to published industry information, the number of vehicles in use in the U.S. grew every year from 1992 through 2008, primarily as a result of steady annual increases in new light truck sales. InWhile ~~addition,~~ the ~~average~~number ~~age~~ of vehicles in use ~~continues~~declined toslightly ~~increase.~~from ~~From~~2009 ~~1995~~ to ~~2009~~2011, the ~~average~~slowdown ~~age~~in ofnew ~~cars~~car insales ~~use~~has ~~grew~~caused ~~from~~a ~~8.4~~further ~~years~~aging of tothe ~~10.6~~vehicle ~~years~~population. ~~While~~In addition, the ~~number~~average age of vehicles in use ~~declined~~continues ~~slightly~~to inincrease. ~~2009~~From 1995 to 2011, the ~~slowdown~~average inage ~~new~~of ~~car~~cars ~~sales~~in ~~has~~use ~~caused~~grew afrom ~~further~~8.4 ~~aging~~years ofto ~~the~~11.1 ~~vehicle population~~years. This trend should continue to benefit the DIFM industry because older vehicles tend to require more maintenance and repair services.

The increased technological sophistication of modern automobiles has also had a positive effect on the DIFM industry. Although vehicle parts have become more durable, many parts are now more technologically advanced. As a result, the cost to diagnose and repair today’s high-technology vehicles has increased. Most automotive service providers have attempted to offset the decline in revenue resulting from the improved durability of automotive parts by expanding their service menus.

2Vehicle usage influences the demand for automotive repair and maintenance. Vehicle usage causes wear and tear, leading to the need for vehicle repair. Vehicle usage also influences vehicle maintenance, as maintenance schedules are generally based upon odometer readings. Miles driven is a key indicator of vehicle usage. Historically, since the end of World War II, total miles driven in the United States have increased nearly every year. However, in the 12 months ended December 2008, total miles driven declined 1.8%, the largest annual decline since World War II. The dramatic increase in gasoline prices in 2007 and 2008 and the very weak economic climate appear to have influenced driving habits in an unprecedented fashion. In both 2009 and 2010, miles driven were up slightly but they declined in 2011. Miles driven are now approximately equal to the level recorded in 2004.

One additional industry trend of note has been the steady decline in the number of service outlets in the U.S. over the past 10 years. The decrease is largely attributable to a reduction in the number of local service stations offering automotive repair. More recently, however, automobile dealerships have been closing in record numbers, causing consumers to seek out alternatives. Offsetting this decline has been an increase in the number of independent maintenance and repair shops and large automotive repair chains.

Vehicle usage influences the demand for automotive repair and maintenance. Vehicle usage causes wear and tear, leading to the need for vehicle repair. Vehicle usage also influences vehicle maintenance, as maintenance schedules are generally based upon odometer readings. Miles driven is a key indicator of vehicle usage. Historically, since the end of World War II, total miles driven in the United States have increased nearly every year. However, in the 12 months ended December 2008, total miles driven declined 3.4%, by far the largest annual decline since World War II. The dramatic increase in gasoline prices in 2007 and 2008 and the very weak economic climate appear to have influenced driving habits in an unprecedented fashion. In both 2009 and 2010, miles driven were up slightly, but they remain at approximately the level recorded in 2005.

Company Overview

MDS operates in a single business segment with retail, real estate, supply chain and point-of-sale technology operations in support of the franchising of Midas and SpeeDee automotive service shops in North America. Retail operations consist of company-operated Midas and SpeeDee shops. Real estate activities include the development, ownership and leasing of Midas and SpeeDee shops in the U.S. and Canada. Supply chain activities include providing value-added merchandising services to franchisees in which the Company establishes relationships with vendors who distribute products and equipment directly to Midas and SpeeDee shops. Point-of-sale technology operations consist of the ownership, development, sale and leasing of automotive shop management software to Midas franchisees and other third-party automotive service providers. Outside of North America the Company operates on a master-franchise basis whereby the Midas and SpeeDee trademarks are licensed to master franchisees that sub-franchise Midas and SpeeDee shops in their respective territories.

The following table sets forth the number of North American franchised shops, company-operated shops, and shops outside of North America for each of the Midas and SpeeDee brands, as of the end of each of the fiscal periods indicated (note that the SpeeDee brand was acquired by MDS in fiscal 2008):

Fiscal Year End

~~2010~~2011

~~2009~~2010

~~2008~~2009

~~2007~~2008

~~2006~~2007

Midas

North American franchised

1,~~437~~406

1,~~502~~437

1,~~576~~502

1,~~620~~576

1,~~685~~620

North American company-operated

~~101~~78

~~100~~101

98100

9198

6691

International franchised and licensed

~~781~~775

~~776~~781

~~835~~776

~~844~~835

~~819~~844

Total

2,~~319~~259

2,~~378~~319

2,~~509~~378

2,~~555~~509

2,~~570~~555

SpeeDee

North American franchised

~~100~~97

~~105~~100

~~114~~105

114

North American company-operated

International franchised and licensed

6558

5765

Total

~~171~~161

~~169~~171

~~173~~169

173

Total All Brands

2,~~490~~420

2,~~547~~490

2,~~682~~547

2,682

As of ~~January~~December 131, 2011, there were 4675 shops within the Midas and SpeeDee systems operating as Co-Brand locations. These are included in the year end ~~2010~~2011 totals.

A further discussion of the Company’s business activities follows.

Franchises and the North American Midas and SpeeDee Systems

MDS is the franchisor of the Midas franchise system throughout North America and the SpeeDee franchise system in the U.S. Both Midas and SpeeDee have developed methodologies and systems for the establishment and operation of franchised auto service shops. These systems include site selection, shop construction and layout, equipment selection and installation, purchasing and inventory control methods, accounting methods, merchandising, advertising, sales and promotional techniques, installation techniques, personnel training and other matters relating to the efficient and successful operation of auto service shops and the maintenance of high standards of quality.

Midas and SpeeDee identify and qualify franchisees through a well-organized recruitment program. Franchisees are qualified based primarily upon a candidate’s financial suitability and operational experience, among other criteria. MDS also considers a franchisee’s ability to work within the franchise system. Each franchisee enters into a standard franchise and trademark agreement with the Company. The franchise and trademark agreements vary by country, but these variances do not substantially alter the franchise arrangement. ~~The franchise agreements cover all aspects of the contractual relationship~~ between the franchisor and franchisee, including: terms and fees of the franchise agreement, royalty payments, advertising, real estate control, site selection, training, equipment and inventory requirements for the proper operation of a shop, warranty programs and shop management software requirements. All franchise agreements prevent ownership of a competing auto service business.

The franchise agreements cover all aspects of the contractual relationship between the franchisor and franchisee, including: terms and fees of the franchise agreement, royalty payments, advertising, real estate control, site selection, training, equipment and inventory requirements for the proper operation of a shop, warranty programs and shop management software requirements. All franchise agreements prevent ownership of a competing auto service business.

Summarized below are key aspects of the current forms of franchise agreements offered by MDS as franchisor for both the Midas and SpeeDee franchise systems:

Midas Franchise Agreement: The initial term of the franchise agreement is 20 years. The initial franchise fee is $30,000 for the first shop, and is due at the time the franchise and trademark agreement is signed. This agreement is generally not signed until the franchisee has a shop that is ready to open. Prior to opening a Midas shop, franchisees are required to complete a training program. In opening a Midas shop, a franchisee typically makes additional expenditures relating to fixtures, machinery and equipment and initial product inventory. The Midas franchise agreement may be terminated by the franchisee upon thirty days’ written notice.

Midas franchisees pay the Company monthly royalties based on a percentage of sales. Monthly royalty payments must be made via automated clearing house (“ACH”) debit. The royalty on most service categories is 10% of sales. The Company is obligated to spend an amount equal to one-half of the royalty payments it receives from Midas franchisees for advertising placed during the calendar year the royalties are received or during the following calendar year. The Company, as franchisor, administers the use of franchise advertising funds. MDS incurs additional advertising costs that are included in its selling, general and administrative expenses.

An important feature of the Midas system is the requirement that the retail customer be provided a written warranty from the Company on certain Midas products that will be honored at all Midas shops in North America. Each Midas shop is required to honor such warranties in accordance with their terms and with policies issued from time to time by the Company. See “Supply Chain Activities” below for a more detailed description of the Midas warranty program.

In most instances, MDS retains, through real estate agreements between franchisees and Midas Realty (described below), the ability to occupy a site in the event of a termination of the applicable franchise agreement. This ensures that the site may continue to be operated as a Midas shop.

SpeeDee Franchise Agreement: The initial term of the SpeeDee franchise agreement is 15 years. The initial franchise fee is $30,000 for the first shop, and is due at the time the franchise and trademark agreement is signed. Unlike the Midas system, the SpeeDee franchise and trademark agreement is signed when the franchisee is approved and before a site is located. Prior to opening a SpeeDee shop, franchisees are required to complete a training program. In opening a SpeeDee shop, a franchisee typically makes additional expenditures relating to fixtures, machinery and equipment and initial product inventory. The SpeeDee franchise and trademark agreement cannot be terminated by the franchisee.

approved and before a site is located. Prior to opening a SpeeDee shop, franchisees are required to complete a training program. In opening a SpeeDee shop, a franchisee typically makes additional expenditures relating to fixtures, machinery and equipment and initial product inventory. The SpeeDee franchise and trademark agreement cannot be terminated by the franchisee.

SpeeDee franchisees pay the Company weekly royalties based on a percentage of sales. Weekly payments must be made via ACH debit. The royalty on most service categories is 6% of sales (5% for brakes). In addition, franchisees pay 6% of sales each week to support advertising and promotions, primarily within a shop’s Designated Marketing Area (DMA). The Company, as franchisor, administers the use of franchise advertising funds.

The SpeeDee franchise agreement provides for real estate control of the location by the franchisor. However, SpeeDee had not historically mandated compliance with this aspect of the franchise agreement, but is doing so on a go-forward basis.

~~The Midas-SpeeDee~~5 Co-Brand Franchise Agreement: As of January 1, 2011, there were 46 Co-Brand locations in operation. Of these, 26 were company-operated units and 20 were franchised units. Two locations had been opened de novo as Co-Brand shops with the remaining converted from the existing Midas or SpeeDee shop formats. The Company has developed a Co-Brand franchise agreement that is being used with the franchised Co-Brand locations. The initial term is 15 years. The initial fee is $40,000 for single shop owners. Existing Midas and SpeeDee franchisees who convert to the Co-Brand concept will be charged an initial fee of $10,000. The Midas-SpeeDee franchise and trademark agreement cannot be terminated by the franchisee.

Co-BrandTable franchisees must pay the Company weekly royalties based on a percentage of sales. Weekly payments must be made via ACH debit. The royalty is generally either 5% or 6% of sales depending on the service category and whether the shop was originally a Midas or SpeeDee location. An equal amount is collected for advertising and promotions. The Company, as franchisor, administers the use of franchise advertising funds. Contents

~~Real~~The ~~estate~~Midas-SpeeDee ~~control~~Co-Brand isFranchise ~~required~~Agreement: As of ~~all~~December 31, 2011, there were 75 Co-Brand ~~shops~~locations in operation. ~~The Midas~~Of ~~lifetime~~these, ~~warranty~~33 ~~program~~were iscompany-operated ~~honored~~units atand ~~all~~42 ~~Co-Brand~~were franchised units. Three locations ~~and,~~had been opened de novo as Co-Brand shops with the ~~Midas~~remaining ~~franchise~~converted ~~agreement,~~from the ~~franchisee~~existing isMidas ~~required~~or toSpeeDee shop ~~maintain~~formats. ~~inventory~~The ofCompany ~~Midas~~has ~~approved~~developed ~~parts~~a ~~sufficient~~Co-Brand tofranchise ~~satisfy~~agreement ~~the~~that ~~needs~~is ofbeing ~~warranty~~used ~~customers~~with the franchised Co-Brand locations. ~~Use~~The ~~of the~~initial Rterm is 15 years.O. ~~Writer~~The ~~shop~~initial ~~management~~fee ~~software~~is ~~system~~$30,000 asfor ~~discussed~~single ~~below~~shop ~~under~~owners. ~~“Progressive~~Existing ~~Automotive~~Midas ~~Systems~~ and SpeeDee franchisees that convert to the ~~R.O.~~Co-Brand ~~Writer~~concept ~~Software~~will ~~System,”~~not isbe ~~required~~charged ~~for~~an ~~all~~initial fee. The Midas-SpeeDee Co-Brand ~~locations~~franchise and trademark agreement cannot be terminated by the franchisee.

Co-Brand franchisees must pay the Company royalties based on a percentage of sales. SpeeDee shops that Co-Brand continue to pay royalties weekly, while Midas shops that co-brand continue to pay royalties monthly. Payments must be made via ACH debit. The royalty on most service categories is 5% of sales. An equal amount is collected for advertising and promotions, except for shops that operate in a SpeeDee DMA where standalone SpeeDee shops pay 6% of sales for advertising and promotion. In these cases the franchisee pays a 6% advertising fee. The Company, as franchisor, administers the use of franchise advertising funds.

Real estate control is required of all Co-Brand shops. The Midas lifetime warranty program is honored at all Co-Brand locations and, as with the Midas franchise agreement, the franchisee is required to maintain inventory of Midas approved parts sufficient to satisfy the needs of warranty customers. Use of the R.O. Writer shop management software system, as discussed below under “Progressive Automotive Systems and the R.O. Writer Software System,” is generally required for all Co-Brand locations.

The North American Midas System

The North American Midas system consists of 1,~~538~~484 shops operated by the Company and its franchisees under the Midas brand. Midas shops provide a comprehensive array of automotive repair and maintenance services and are located in all 50 states and nine Canadian provinces. The Company’s geographic breadth results in substantial market coverage throughout North America and strong credibility for Midas’ North American lifetime warranty program.

Midas benefits from leading market positions in core retail service offerings and strong brand equity. Midas believes it is among the leaders in terms of market share in the North American automotive service industry (excluding tires, collision parts and parts for heavy duty trucks). In ~~2010~~2011, approximately 5341% of North American retail system sales were in categories where the Company believes Midas has either the number one or number two market position as shown by its internal estimates of market share.

The Midas retail system enjoys very strong brand recognition, demonstrated by a consumer awareness rate of over 90%, and high levels of customer loyalty through its lifetime warranty program. According to MDS tracking studies, Midas is among the leading brands mentioned by consumers when considering an automotive repair provider.

5Midas shops historically operated as under-car specialists. From its inception in 1956 through 1959, the Midas retail system focused exclusively on replacement of exhaust systems. On a national basis, Midas added shock replacement in 1960, brake repair in 1979 and alignment in 1988. MDS estimates that the potential market for these core offerings is only 13% of the approximately $174 billion U.S. automotive aftermarket parts and services industry.

Despite the addition of other under-car services, exhaust replacement remained a vital part of the Midas service mix. As recently as 1997, exhaust replacement services constituted 35% of Midas’ retail shop revenues in the North American market. But as automobile manufacturers began to employ non-corrosive stainless steel exhaust systems in the mid 1980’s, the average life of an original equipment exhaust system began to increase from three years to over 10 years. As a result, beginning in the mid 1990’s, the core exhaust replacement business of Midas shops began to experience sustained revenue declines. This trend, combined with the increased

~~Midas shops historically operated as under-car specialists. From its inception in 1956~~ ~~through~~technological ~~1959,~~complexity ~~the~~and ~~Midas~~durability ~~retail system focused exclusively on replacement~~ of ~~exhaust~~newer ~~systems. On a national basis~~vehicles, ~~Midas~~put ~~added~~significant ~~shock~~pressure ~~replacement~~on ~~in 1960, brake repair in 1979 and alignment in 1988. MDS estimates that~~ the ~~potential~~historical ~~market~~Midas ~~for~~shop ~~these core~~business ~~offerings is only 13% of the approximately $165 billion U~~model.S. ~~automotive aftermarket parts and services industry.~~

~~Despite~~ In response to these trends, the ~~addition~~Midas retail system began to broaden its service menu in 1999, with the purpose of ~~other~~transforming itself from an under-car ~~services~~specialist to a full-service automotive repair and maintenance provider, ~~exhaust~~leveraging ~~replacement~~the ~~remained~~strong abrand ~~vital~~name ~~part~~and nationwide presence of the Midas ~~service mix~~system. AsBeginning ~~recently~~in ~~as 1997~~2000, ~~exhaust~~Midas ~~replacement~~implemented ~~services~~a ~~constituted~~New ~~35%~~Midas strategy, which included the rollout of new service categories and a renewed focus on customer service. Under the New Midas’ strategy, the Midas system expanded its retail ~~shop~~offerings ~~revenues~~to ininclude ~~the~~general ~~North~~repair, ~~American~~heat ~~market~~exchange products and climate control services. ~~But~~These asNew Midas ~~automobile~~categories ~~manufacturers~~more ~~began~~than todoubled ~~employ~~the ~~non-corrosive~~size ~~stainless~~of ~~steel~~Midas’ addressable market. Today, most Midas shops offer exhaust, ~~systems~~brake, insuspension, ~~the~~air ~~mid~~conditioning, ~~1980’s~~tires, ~~the~~batteries ~~average~~and ~~life~~a wide variety of another ~~original~~routine ~~equipment~~maintenance services. Since 1997, U.S. exhaust sales ~~system~~at ~~began~~Midas toretail ~~increase~~shops ~~from~~have ~~three~~declined ~~years~~at toan ~~over~~annual 10rate ~~years~~of 7.8% Ason a ~~result~~same-store basis, ~~beginning~~but in this deterioration has been offset by the ~~mid~~expansion ~~1990~~of Midas’s, service offerings into the ~~core~~New ~~exhaust~~Midas ~~replacement~~categories. ~~business~~Currently, ofNew Midas ~~shops~~services ~~began~~account for toapproximately ~~experience~~48% ~~sustained~~of ~~revenue~~system-wide ~~declines~~retail sales. ~~This~~The ~~trend,~~Company ~~combined~~continues ~~with~~to ~~the~~expand ~~increased~~Midas ~~technological~~shop ~~complexity~~service ~~and~~offerings ~~durability~~as ofit ~~newer~~repositions ~~vehicles,~~the ~~put~~Midas ~~significant~~brand ~~pressure~~as ~~on the~~a ~~historical~~source ~~Midas~~for ~~shop~~total ~~business~~car ~~model~~care.

In response to these trends, the Midas retail system began to broaden its service menu in 1999, with the purpose of transforming itself from an under-car specialist to a full-service automotive repair and maintenance provider, leveraging the strong brand name and nationwide presence of the Midas system. Beginning in 2000, Midas implemented a New Midas strategy, which included the rollout of new service categories and a renewed focus on customer service. Under the New Midas strategy, the Midas system expanded its retail offerings to include general repair, heat exchange products and climate control services. These New Midas categories more than doubled the size of Midas’ addressable market. Today, most Midas shops offer exhaust, brake, suspension, air conditioning, tires, batteries and a wide variety of other routine maintenance services. Since 1997, U.S. exhaust sales at Midas retail shops have declined at an annual rate of 8.6% on a same-store basis, but this deterioration has been offset by the expansion of Midas’ service offerings into the New Midas categories. Currently, New Midas services account for approximately 47% of system-wide retail sales. The Company continues to expand Midas shop service offerings as it repositions the Midas brand as a source for total car care.

The following table compares the current U.S. Midas retail service mix with last year, five years ago and 20 years ago.

Trend in U.S. Midas Retail Service Mix

	2010			2009			2005			1990
	2011			2010			2006			1991
Exhaust		11	%		11	%		1614	%		4643	%
Brakes		3230	%		3432	%		4140	%		3840	%
Suspension, shocks and struts		1011	%		10	%		8	%		1314	%
New Midas categories		4748	%		4547	%		3538	%		3	%

The broadening of Midas system retail service offerings has generally offset the ~~continuing~~ deterioration in the exhaust replacement market. As a result, the average sales of a Midas shop have risen ~~slightly~~ over the past five years. The average U.S shop sales were approximately $~~652~~675,000 in ~~2010~~2011 and $~~641~~638,000 in ~~2005~~2006. The Company believes that the Midas system has the potential for substantial growth in retail sales.

Midas shops are generally located in free-standing buildings in high traffic areas with good visibility and easy access to major roadways. The Company believes that its portfolio of Midas real estate locations built over the past 5055 years could not be easily replicated. Given the limited number of desirable repair shop locations and impediments to opening repair shops resulting from zoning and building code restrictions, as well as landlord and developer requirements, entry into the automobile repair market on a large-scale basis is difficult.

The Company supports the Midas retail network with an annual advertising program that is one of the largest in the automotive aftermarket repair business. North American Midas franchisees pay the Company monthly royalties of approximately 10% of retail sales. MDS is obligated to spend an amount equal to one-half of the royalty payments received from Midas franchisees for advertising placed during the calendar year in which the royalties are received or during the following calendar year. In addition, the Company incurs supplemental advertising costs, primarily related to its company-operated shops, which are included in selling, general and administrative expenses. In fiscal 2011, total Midas advertising spending in North America was approximately $54.8 million.

royalty payments received from Midas franchisees for advertising placed during the calendar year in which the royalties are received or during the following calendar year. In addition, the Company incurs supplemental advertising costs, primarily related to its company-operated shops, which are included in selling, general and administrative expenses. In fiscal 2010, total Midas advertising spending in North America was approximately $50.0 million.

An important feature of the Midas system is the requirement that the retail customer be provided a written lifetime warranty from Midas on certain products (namely brake friction, mufflers, shocks and struts) that will be honored at any Midas shop throughout North America. Each Midas shop is required to honor such warranties in accordance with their terms and with policies as issued from time to time by the Company, which ensures consistency throughout the Midas system.

The Company believes that its Midas lifetime warranty program provides a competitive advantage over other automotive repair companies and independent service shops, and the breadth of its geographic coverage makes it difficult to duplicate the Midas program. This program generates recurring business from existing customers and promotes customer loyalty. The Company believes that many of its first-time customers choose Midas based upon the lifetime warranty program. In addition, significant portions of exhaust, brake, shock and strut jobs performed at retail involve customers returning for warranty service. Importantly, most warranty replacement work is profitable at the shop level as, in accordance with the terms of the warranty, customers are charged for labor plus other non-warranted parts necessary for the warranty replacement. Additionally, many Midas customers returning for warranty service choose to spend substantial incremental dollars on additional services. The Company believes that its presence in all 50 states and nine Canadian provinces, coupled with the repeat business generated by its North American lifetime warranty program, can be leveraged to capture a larger percentage of automotive repair and maintenance services in segments other than exhaust, brakes and suspension/steering.

Franchised Midas Shops

As of ~~January~~December 131, 2011, there were 1,~~437~~406 North American franchised shops, which were located in all 50 U.S. states and nine Canadian provinces. Approximately ~~630~~637 franchisees operate these shops, ~~with~~ with only one franchisee having more than 38 shops. ~~Over~~Approximately 6770% of the franchised shops are owned and operated by franchisees with five or fewer shop locations. Approximately 3029% of Midas franchised locations are owned by single shop ~~operators, and this~~ ~~percentage is growing~~operators.

Midas franchisees are all subject to the Midas Franchise and Trademark Agreement and are obligated to operate their shops in accordance with Midas’ standards and policies. In North America, franchisees are required to maintain a sufficient quantity of approved Midas warranted products—principally mufflers, shock absorbers, struts and brake pads and shoes—adequate to meet the public demand for these products and to promptly fill customers’ requests for replacement under the terms of various Midas warranties. The Company makes Midas warranted products and other automotive parts available to its Midas franchisees through distribution agreements with certain automotive parts suppliers in the U.S. and Canada.

Midas supports the U.S. franchise network with four regional managers, 14 franchise business managers and 1920 shop operations managers. Franchise business managers each manage approximately 4039 franchisees and focus on business consulting, compliance and franchise matters. Shop operations managers assist franchisees and shop managers with operations execution and support Midas’ on-site training efforts for both new and existing franchisees.

In Canada, Midas supports the Canadian franchisee network with a general manager, ~~four~~three district managers, one franchise business manager, and one shop operations manager.

A typical franchised Midas shop is approximately 4,000 square feet and has six service bays. In ~~2010~~2011, the average U.S. franchised shop had sales of $~~650~~672,000, while the average Canadian franchised shop had sales of C$~~806~~849,000.

7The International Midas Dealers Association (the “IMDA”) is an independent association of Midas franchisees. Approximately 45% of the Midas franchised locations in North America have membership in the IMDA. Midas’ management communicates on a regular basis with IMDA representatives and various IMDA committees to solicit franchisee input on various matters affecting the Midas system.

The International Midas Dealers Association (the “IMDA”) is an independent association of Midas franchisees. Approximately 46% of the Midas franchised locations in North America have membership in the IMDA. Midas’ management communicates on a regular basis with IMDA representatives and various IMDA committees to solicit franchisee input on various matters affecting the Midas system.

Company-Operated Midas Shops

The Company believes that owning and operating some Midas shops is an important element of a successful franchise system. ~~Although~~Such ~~the company-operated shops business is unprofitable, such~~ ownership allows for the orderly transition of franchises, provides a valuable test-marketing platform for the rollout of new products and services, enables the Company to upgrade underperforming locations and helps to accelerate the successful transition of the entire Midas system to the new business model. Upon acquisition of a shop, the Company typically upgrades shop equipment, expands the services offered, installs new point-of-sale software, updates the shop to the new Midas image, upgrades the quality of technicians, and enhances local marketing efforts.

~~During~~8 fiscal 2010, the Company acquired or opened 23 Midas company-operated shops, re-franchised 20 shops and closed 2 shops. As of January 1, 2011, the Company owned and operated 101 Midas shops in 10 U.S. states and Canada, with the largest concentrations in California (26 shops), Florida (20 shops), Illinois (10 shops), Indiana (9 shops) and Colorado (9 shops), most of which are currently targeted for refranchising.

marketing platform for the rollout of new products and services, enables the Company to upgrade underperforming locations and helps to accelerate the successful transition of the entire Midas system to the new business model. Upon acquisition of a shop, the Company typically upgrades shop equipment, expands the services offered, installs new point-of-sale software, updates the shop to the new Midas image, upgrades the quality of technicians, and enhances local marketing efforts.

During fiscal 2011, the Company acquired or opened three Midas company-operated shops, re-franchised 25 shops and closed one shop. As of December 31, 2011, the Company owned and operated 78 Midas shops in 10 U.S. states and Canada, with the largest concentrations in California (23 shops), Florida (16 shops), Illinois (8 shops), New Jersey (6 shops), Pennsylvania (5 shops) and Indiana (5 shops), many of which are currently targeted for refranchising in 2012.

Going forward, the Company intends to reduce the number of company-operated Midas shop locations through re-franchising. However, from time-to-time, to protect its market position, Midas may acquire additional North American Midas shops.

The typical company-operated Midas shop is staffed with a manager, an assistant manager or shop foreman, and three to four automotive service technicians. The Midas company-operated shop business is managed by a vice president/general manager, ~~four~~three regional operations managers and 1514 market managers.

The typical U.S. company-operated shop is approximately 4,000 square feet, has six service bays and generated annual revenues of approximately $~~679~~724,000 in ~~2010~~2011.

Midas International Operations

As of ~~January~~December 131, 2011, there were approximately ~~781~~775 Midas shops located in Europe, Australia, the Middle East, Latin America and the Caribbean. In each of these areas of the world, a master-franchisee licenses the Midas trademark from the Company (each a “licensee”), and sub-franchises the Midas brand to local franchisees. These licensees may also operate Midas shops on a company-operated basis.

In exchange for the use of the Midas trademarks, licensees are required to pay a license fee to the Company. This license fee varies by region, but is generally calculated as a percentage of Midas system-wide sales in the region. During fiscal ~~2010~~2011, the Company recorded revenues of approximately $4.35 million from international Midas licensees.

The Company meets periodically with its international licensees to ensure compliance with licensing agreements, communicate operating and marketing best practices and share the Company’s vision for future growth and development.

The Company continues to seek ways to leverage the value of the global Midas brand through development of additional licensee relationships throughout the world.

~~For~~See Item 3 “Legal Proceedings” for a discussion of the ~~resolution~~Company’s oflegal ~~Midas’ arbitration~~proceedings with its European licensee~~, see Item 3 “Legal Proceedings~~.”

For financial information about the principal geographic areas in which the Company operates, see Note 14 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

The SpeeDee System

On March 30, 2008 Midas acquired the assets of G.C. & K.B. Investments, Inc. and its affiliated entities that franchised and sub-franchised SpeeDee quick-lube and automotive maintenance shops. The purchase price was $21.0 million. As of ~~January~~December 131, 2011, SpeeDee had ~~106~~103 ~~shop~~shops locations in the U.S. in 10 states, and 6558 shops in Mexico. Of the U.S. shop locations, six were company-operated and 16 shops were sub-franchised to a licensee who controls the franchise rights to SpeeDee locations in the New England region. The majority of SpeeDee shops are owned by single location franchisees that both own and operate their shops.

in Mexico. Of the U.S. shop locations, six were company-operated and 16 shops were sub-franchised to a licensee who controls the franchise rights to SpeeDee locations in the New England region. The majority of SpeeDee shops are owned by single location franchisees that both own and operate their shops.

This strategic acquisition expanded the Company’s retail network in North America, leveraged the Company’s supply chain relationships and enhanced the Company’s operational capabilities within the quick-lube and maintenance categories.

The typical SpeeDee shop derives more than 50% of its sales from quick lube and fluid exchange services compared to less than 10% at Midas shops in the U.S. This service mix results in a much higher car count at the typical SpeeDee shop when compared to the typical Midas shop. An average SpeeDee shop ~~services~~serviced ~~nearly~~approximately 30 cars per day in 2011 as opposed to Midas shops, which serviced ~~serve~~ an average of 13 cars per day in 2011. In addition, SpeeDee services cars much earlier in their lifecycle as approximately 3423% of the vehicles serviced by SpeeDee are less than four years old compared to only 715% of the vehicles serviced at the typical Midas shop.

A typical SpeeDee shop is approximately 3,000 square feet, has eight service bays and generated annual revenues of approximately $~~730~~732,000 in ~~2010~~2011.

The SpeeDee business is currently operated on a stand-alone basis with respect to store operations and marketing. The SpeeDee system is managed by a Vice President of Operations, a Vice President of Finance, a Manager of Marketing, two regional managers and four district managers. In addition, SpeeDee maintains regional offices with a small administrative staff in Louisiana and California. Most accounting, administrative and legal functions were consolidated into the MDS corporate office upon acquisition. The SpeeDee company-operated shops are managed by the district managers who also manage the franchise businesses in the region.

The Midas-SpeeDee Co-Brand Opportunity

The Company believes the acquisition of SpeeDee ~~provides~~provided both the Midas and SpeeDee franchise systems with a unique opportunity for growth in the future. By combining into one location Midas’ expertise in general repairs and strong brand awareness with SpeeDee’s strength in executing quick-lube and fluid exchanges, the Company believes it can create a powerful new format focused on satisfying the needs of time-pressed consumers seeking value, excellence and a long-term auto service relationship. The Company expects that a Midas-SpeeDee Co-Brand format shop will see customers much earlier in the lifecycle of their vehicle (relative to the typical Midas shop) and will be more able to convert these vehicles into general repair customers (relative to the typical SpeeDee shop) as the vehicles age. The resulting higher unit sales volume may produce a higher return on investment for the franchisee by better leveraging shop overhead expenses.

The Company began testing this concept by co-branding 4four franchised SpeeDee shops in 2008 and 4four Midas company-operated shops in early 2009. At the end of ~~2010~~2011, there were 4675 coCo-~~branded~~Branded shops, including 1619 SpeeDee shops that have added Midas repairs and services and 2953 Midas shops that have added SpeeDee oil change services. AThus far three brand-new franchised Midas-SpeeDee ~~shop~~shops opened asin athe coCo-~~brand~~Brand format, including one in Texas in late ~~2009~~2011.

~~There~~During ~~are~~fiscal 142011, ~~company-operated~~the ~~Midas~~comparable shop sales increase for SpeeDee franchised shops inthat have converted to the ~~Chicago~~Co-Brand ~~and~~format ~~San~~was ~~Diego~~2.3%, while ~~areas~~the comparable shop sales increase for Midas franchised shops that ~~added~~have ~~SpeeDee~~converted ~~services~~to inthe ~~2009~~Co-Brand format was 14.5%. These ~~shops reported~~ comparable shop sales increases ofinclude 8%the ~~for~~29 shops co-branded in 2011 along with the ~~year~~46 shops co-branded during the period 2008 through 2010. AnWhile ~~additional~~most 12of the SpeeDee Co-Brand conversion activity is complete due to overlapping trade areas with existing Midas ~~company~~shops, the Midas Co-Brand conversion activity has only just begun as Midas franchisees operate just 23 Co-Branded shops ~~added~~as ~~SpeeDee~~of inthe ~~2010~~end of 2011. ~~Sales~~The atCompany ~~these~~expects ~~shops~~to ~~were~~increase upthe Co-Brand shop count by ~~14%~~100 ~~during~~in 2012 and most of those will be the ~~portion~~result of Midas franchisees converting shops to the Co-Brand format.

910

year they were co-branded. Two Midas franchisees added SpeeDee services to their Midas shops in late 2009 and a third Midas franchisee added SpeeDee in the third quarter of 2010. Comparable shop retail sales at these franchised locations increased by 18% during the portion of the year they were co-branded.

The comparable shop sales gains at these co-branded shops were well above the U.S. average for 2010 of approximately 3%. As a result, the company intends to make this program available to all qualifying Midas and SpeeDee franchisees and expects to co-brand between 25 and 50 additional shops in 2011.

Real Estate

Midas Realty Corporation (“Midas Realty”), a wholly-owned subsidiary of MDS, leases real estate that is subleased to Midas franchisees and owns real estate in the U.S. and Canada that is leased to Midas franchisees. In circumstances where the Company does not own or lease real estate for Midas shops, Midas Realty enters into contingent operating lease agreements or other forms of real estate control in order to ensure its ability to take possession of the real estate used by Midas shops in the event of a franchisee termination. This approach allows the Company to maintain control of a Midas shop location in the event of a franchisee termination and prevents re-branding of a location to a competitive branded repair facility or an independent repair facility.

The agreements with Midas Realty remain in effect throughout the term of the related Franchise Agreement. In the instance when Midas Realty owns the real estate or has the primary lease on a Midas shop, the franchisee is required to lease or sublease the Midas shop from Midas Realty. If the franchisee owns the real estate, the franchisee is required to provide Midas Realty with real estate control through one of two alternative means. The first alternative provides for the lease of the premises from the franchisee to Midas Realty, and Midas Realty in turn leases the premises back to the franchisee. So long as the franchisee continues to be both the landowner and the franchisee of that shop, no rent is exchanged between the franchisee and Midas Realty. If the real estate is sold to a third party or if the franchised Midas shop is sold to a new franchisee to whom the sublease is assigned, Midas Realty will then collect rent from the new franchisee and pay rent to the landowner. Under the second alternative, the franchisee enters into a conditional option to lease with Midas Realty that grants Midas Realty the option to lease the premises in the event that the related Franchise Agreement is terminated. If the franchisee leases the real estate upon which the Midas shop is located from a third party, MDS requires that the franchisee grant to Midas Realty a conditional assignment of the lease to take effect upon the termination of the related Franchise Agreement.

As of ~~January~~December 131, 2011, Midas Realty owned ~~204~~206 retail Midas locations, leased ~~486~~476 Midas locations and used other forms of real estate control over an additional ~~673~~656 Midas locations. This approach provides effective control over 1,~~363~~338 of the 1,~~538~~484 Midas shops in North America, or approximately 8990.2%. See Note 8 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

SpeeDee Worldwide Realty Corporation (“SpeeDee Realty”), also a wholly-owned subsidiary of MDS, leases real estate that is subleased to SpeeDee franchisees. SpeeDee Realty does not own any real estate. SpeeDee Realty uses the same forms of real estate control documents that are used by Midas Realty to ensure its ability to take possession of the real estate used by SpeeDee shops in the event a franchisee is terminated by the Company. As of ~~January~~December 131, 2011, SpeeDee Realty leased 1011 SpeeDee locations and used other forms of real estate control over an additional 2932 SpeeDee locations.

The Company believes that its portfolio of real estate locations built over the past 5055 years could not be easily replicated. Given the limited number of desirable repair shop locations and impediments to opening repair shops resulting from zoning and building code restrictions, as well as landlord and developer requirements, entry into the automobile repair market on a large-scale basis is difficult.

10In connection with its review of strategic alternatives, the Company engaged an independent third-party appraisal firm to appraise its portfolio of 206 MDS owned retail locations and 2 land parcels. The aggregate appraised value was $104.9 million, or an average of approximately $510,000 each.

Supply Chain Activities

The Midas and SpeeDee systems in North America are supported by the Company’s supply chain activities. MDS provides value-added merchandising services to franchisees by establishing relationships with vendors who distribute products and equipment directly to Midas and SpeeDee shops. The Company establishes and actively manages these relationships with parts vendors on behalf of Midas and SpeeDee franchisees in order to provide them with ready access to high quality parts at favorable pricing.

Historically, the Company was more directly involved in the supplying of automotive parts and equipment to Midas franchisees. For most of its history through late 2003, the Company supplied a broad range of automotive parts to Midas franchisees in North America through its network of regional parts distribution centers and Parts Warehouse Inc. (“PWI”) quick delivery sites. In addition, the Company manufactured exhaust products and equipment, which were distributed to Midas franchisees and other non-Midas customers. During 2003, the Company outsourced the wholesale distribution of Midas brand products and other replacement parts, closed all but one of the Company’s regional distribution centers and disposed of its PWI quick-delivery distribution locations. Subsequently, in fiscal 2005, the Company entered into new exhaust supply arrangements with its vendors, which allowed the Company to exit its unprofitable exhaust manufacturing and distribution business. As a result of these agreements, MDS ceased production at its Hartford, Wisconsin exhaust manufacturing plant during the third quarter of fiscal 2005. The Company continued to operate its exhaust distribution warehouse in Chicago, Illinois during the first quarter of 2006 in order to provide Midas brand exhaust products to certain Midas franchisees prior to their final conversion to the new exhaust supply program. During the first quarter of fiscal 2006, all remaining exhaust inventory and equipment was sold and liquidated and the Chicago exhaust distribution warehouse was closed. As a result of the above transformation of the Company’s supply chain activities, the Company is no longer engaged in the manufacturing or distribution of parts to Midas franchisees.

Under the current supply chain business model, the Company establishes relationships with large vendors of automotive replacement parts and arranges for the distribution of these products directly to Midas and SpeeDee shops. ~~Most~~MDS ~~franchisees~~estimates that approximately 55% of Midas shops’ parts sourcing needs are addressed through the Company’s relationships with major full-line automotive replacement parts suppliers such as the National Automotive Parts Association (“NAPA”), Uni-Select Inc., and CarQuest Corporation. These vendors provide franchisees with weekly delivery of replacement parts to retail shops, as well as access to just-in-time parts delivery through a broad network of quick-delivery parts distribution sites across North America. The Company believes its supply agreements with these suppliers enable Midas and SpeeDee franchisees to purchase high quality replacement auto parts at favorable pricing.

For most supply chain relationships, the vendor bills the Midas or SpeeDee franchisee directly for his purchases. The Company’s involvement is limited to negotiating preferred pricing and terms on behalf of franchisees by leveraging the buying power of the Company’s nationwide retail network.

From 2003 through 2007, MDS received product royalties from these vendors based on Midas shop purchases. These product royalties were recorded as revenue and were used to offset the future cost of redemptions under the Midas lifetime warranty program. Effective as of the beginning of 2008, the Company significantly expanded the number of approved U.S. suppliers and modified its contracts with existing U.S. suppliers. Under the new arrangement, MDS no longer receives product royalties from U.S. vendors. These royalties are instead paid to franchisee shops in the form of rebates, which lower the shop’s cost of goods. At the same time, the Company instituted a new fee to its Midas shops that will cover the future cost of warranty redemptions. This fee is adjusted annually with the intention that the Company has no net cost or profit from the U.S. Midas lifetime warranty program. In Canada, in July 2009, the Company adopted the U.S. program for both managing supply chain relationships and administering the Midas lifetime warranty program. See Note 1 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

In addition to the above described full-line parts supply arrangements, MDS has established relationships with certain suppliers to support the more specialized sourcing needs of franchisees. Currently, these include the Company’s agreements with Bridgestone-Firestone and Interstate Battery for the distribution of tires and batteries, respectively. The Company also maintains relationships with key equipment vendors to provide franchisees with cost-competitive access to shop equipment. Under most of these arrangements, the Company bills the franchisee for the product purchased from the vendor, and then the Company, in turn, pays the vendor for the product. The Company records the sale of the product and holds the related accounts receivable. The Company’s gross margins on these purchasing arrangements are very low, and the gross profit is primarily intended to cover administrative costs and potential bad debts that might arise from the sale of these products.

1112

batteries, respectively. The Company also maintains relationships with key equipment vendors to provide franchisees with cost-competitive access to shop equipment. Under most of these arrangements, the Company bills the franchisee for the product purchased from the vendor, and then the Company, in turn, pays the vendor for the product. The Company records the sale of the product and holds the related accounts receivable. The Company’s gross margins on these purchasing arrangements are very low, and the gross profit is primarily intended to cover administrative costs and potential bad debts that might arise from the sale of these products. MDS also receives royalties on the ultimate sale of these products to consumers at retail in the Midas and SpeeDee systems.

Progressive Automotive Systems and the R.O. Writer Software System

In January 2001, the Company acquired the assets of Progressive Automotive Systems, a provider of automotive industry shop management software sold under the name R.O. Writer. The software is specifically designed to meet the needs of the auto repair industry, and MDS continues to develop and enhance the system. The Company believes this software helps to promote operational consistency and excellence throughout the Midas system. As of ~~January~~December 131, 2011, the R.O. Writer system was installed in approximately ~~960~~947 Midas shops, comprising approximately 6264% of Midas system locations throughout North America. Additionally, the system has been installed in several thousand non-Midas auto service shops in the United States.

Proprietary Information

MDS holds various patents, trademarks, trade names and copyrights, none of which, other than the Midas and SpeeDee names, is considered by MDS to be material to its financial condition and results of operations. MDS vigorously defends the Midas name throughout the world, and the name is registered as a trademark in approximately ~~100~~99 countries in addition to the U.S. The SpeeDee name is registered in the U.S. and Mexico. The Company also owns certain trade secrets including price lists, training manuals and inventory systems.

Competition

The franchising industry is highly competitive and fragmented, and the number, size and strength of competitors varies from format to format. Both Midas’ and SpeeDee’s competitors include franchisors of restaurants, services and lodging as well as direct competitors within the franchised auto service industry (such as Jiffy Lube, MAACO, Meineke and AAMCO). Certain of these competitors are well-capitalized. MDS believes that competition in the franchising industry is primarily based on the brand name, historical success of franchisees, strength of franchisor support for franchisees, size of initial investment, franchise fee and royalty rate. MDS believes that Midas and SpeeDee generally have a favorable competitive position with respect to each of these variables.

The automotive repair industry is highly competitive and fragmented, and the number, size and strength of competitors vary from region to region. Both Midas’ and SpeeDee’s primary competitors include national, regional and local specialty chains, both franchised and company-operated, car dealerships, independent repair shops and service bays operated by mass merchandisers. Certain of these competitors are well-capitalized, and a number of them have instituted expansion plans. MDS believes that competition in the automotive repair industry is primarily based on customer service and reputation, shop location, name awareness and price. MDS believes that Midas and SpeeDee generally have a favorable competitive position with respect to each of these variables.

Customers

No customer accounted for more than 10% of the Company’s total sales and revenues in fiscal ~~2010~~2011, ~~2009~~2010 or ~~2008~~2009.

Seasonality

As a result of changes in the Company’s business model over the past five years, the seasonality of the Company’s sales has been reduced. In fiscal ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009 revenues by quarter were not significantly different.

Regulatory Compliance

Franchising Matters. The Company is subject to a variety of federal and state laws governing franchise sales and marketing and franchise trade practices. Applicable laws and regulations generally require disclosure of business information in connection with the sale of franchises. Certain state regulations also affect the ability of the franchisor to revoke or refuse to renew a franchise. The Company deals with franchisees in good faith and strives to comply with regulatory requirements. From time to time the Company and one or more franchisees may become involved in a dispute regarding certain aspects of the franchise relationship, including, among other things, payment of royalties, location of shops, advertising, purchase of certain products by franchisees, compliance with franchise system standards and franchise renewal criteria. There can be no assurance that compliance problems will not be encountered from time to time, or that material disputes with one or more franchisees will not arise.

Consumer Protection Matters. National automotive repair chains have been the subject of investigations and reports by consumer protection agencies and the Attorneys General of various states. Publicity in connection with such investigations can have an adverse effect on the financial condition and results of operations of a company. In addition to such investigations, state and local governments have enacted numerous consumer protection laws. MDS has instituted procedures, including uniform standards of service to be followed by all Midas and SpeeDee shops, to improve customer satisfaction, which also aids in regulatory compliance.

In January 2010, MDS acquired 22 shops from a Midas franchisee in connection with a settlement between the franchisee and the California Attorney General and the California Bureau of Automotive Repair. The franchisee had been charged with violating state and professional codes in a suit seeking civil penalties and costs. The Company was not named in the suit and worked closely with the California Attorney General’s Office on acquiring these shops. This matter is now closed.

Environmental and Occupational Safety Matters. The Company’s shops handle used automotive oils and certain solvents that are disposed of by licensed third-party contractors. As a result, the Company is subject to a number of federal, state and local laws designed to protect the environment. MDS, through its company-operated shops, is also subject to regulation regarding the installation of catalytic converters and certain other emissions-related parts. In addition to environmental laws, the Company is subject to the Federal Occupational Safety and Health Act and other laws regulating safety and health. The Company maintains programs to facilitate compliance with these laws, the costs of which are not material to its financial condition and results of operations.

Employees

As of ~~January~~December 131, 2011, MDS had approximately ~~940 employees~~765 employees including ~~approximately~~557 ~~725~~ in company-operated shops. None of the employees are covered by collective bargaining agreements. MDS generally considers its relationships with employees to be good. Midas and SpeeDee franchisees hire and are responsible ~~for~~ for their own employees.

Cautionary Statements under the Private Securities Litigation Reform Act of 1995

Forward-Looking Statements

This report contains (and oral communications made by MDS may contain) forward-looking statements that may be identified by their use of words like “plans,” “expects,” “anticipates,” “intends,” “estimates,” “forecasts,” “will,” “outlook” “should” or other words of similar meaning. All statements that address the Company’s expectations or projections about the future, including statements about MDS’s strategy for growth, our proposed merger with TBC, cost reduction goals, expenditures and financial results, are forward-looking statements. Forward-looking statements are based on the Company’s estimates, assumptions and expectations of future events and are subject to a number of risks and uncertainties. MDS cannot guarantee that these estimates, assumptions and expectations are accurate or will be realized. MDS disclaims any intention or obligation (other than as required by law) to update or revise any forward-looking statements.

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reduction goals, expenditures and financial results, are forward-looking statements. Forward-looking statements are based on the Company’s estimates, assumptions and expectations of future events and are subject to a number of risks and uncertainties. MDS cannot guarantee that these estimates, assumptions and expectations are accurate or will be realized. MDS disclaims any intention or obligation (other than as required by law) to update or revise any forward-looking statements.

Item 1A.

Risk Factors

In addition to the factors discussed elsewhere in this annual report, the following are some of the important factors that could cause the Company’s actual results to differ materially from those projected in any forward-looking statements:

Risks Related to the Proposed Merger

If a sufficient number of shares are not tendered pursuant to the pending tender offer to allow Purchaser to meet the Short Form Threshold and Purchaser is not able to utilize the Top Up for any reason to reach the Short Form Threshold, the merger may not be completed and our business could be impaired.

If Purchaser meets the Short Form Threshold, the proposed merger can be effected without a vote of our stockholders. If Purchaser satisfies the minimum condition for completion of the tender offer but does not acquire enough shares to meet the Short Form Threshold, including through the use of the Top Up and any subsequent offering period, we would be required to obtain the approval of our stockholders to consummate the merger. Although this would not prevent the merger from occurring because Purchaser would control a sufficient number of our shares to approve the merger, it would delay the completion of the merger and could create uncertainty for MDS and our business could be adversely affected. If less than the required minimum number of shares are tendered, then neither the tender offer nor the merger may be completed, which could also cause significant uncertainty for MDS and our business could be severely and adversely affected.

Our executive officers and directors may have interests that are different from, or in addition to, those of our stockholders generally.

Our executive officers and directors may have interests in the merger that are different from, or are in addition to, those of MDS stockholders generally. These interests include direct or indirect ownership of MDS common stock, stock options and warrants and the potential receipt of change in control payments by certain MDS executive officers in connection with the proposed merger with TBC.

If MDS and TBC are not able to complete the pending tender offer and merger, we will likely need to pursue a different near-term strategic path for enhancing shareholder value.

Neither we nor TBC can assure you that we will successfully complete the pending tender offer and close the merger in a timely manner, or at all. The Merger Agreement is subject to customary closing conditions and is contingent upon the tender of a sufficient number of shares held by our current stockholders pursuant to the cash tender offer. If TBC and we do not close the pending tender offer and merger, our board of directors will likely need to pursue an alternative strategic path or transaction. Furthermore, attempting to complete a different strategic transaction could prove to be costly and time-consuming, and we cannot make any assurances that any future strategic transaction will occur on commercially reasonable terms or at all.

Failure to complete the pending tender offer and merger could adversely affect our stock price and our future business and operations.

The merger with TBC is subject to customary closing conditions and is contingent upon the tender of a sufficient number of shares held by our current stockholders pursuant to the cash tender offer. We cannot assure you that the merger will occur. In the event that the merger is not consummated, we will be subject to significant costs, including legal, accounting and advisory fees related to the merger, which must be paid even if the merger

is not completed, and the payment of a $5.59 million or a $6.88 million termination fee under certain circumstances and the payment of up to $1.0 million in expense reimbursement to TBC under certain other circumstances. If the merger is not consummated, the market price of our common stock may decline to the extent that the current market price of our common stock reflects a positive market assumption that the merger will be completed. In addition, if the merger is not completed, we may fail to retain key employees who have sought and obtained different employment in anticipation of the merger being completed.

We are involved in litigation relating to the Merger Agreement that could divert management’s attention and harm our business.

As described in Part I, Item 3 of this report, “Legal Proceedings”, we and the individual members of our board of directors have been named as defendants in a number of lawsuits related to the Merger Agreement and the proposed merger with TBC. These suits generally allege, among other things, that the directors breached their fiduciary duties owed to MDS stockholders by approving the proposed merger for inadequate consideration, entering into the Merger Agreement containing preclusive deal protection devices, and failing to take steps to maximize the value to be paid to MDS stockholders. These suits also allege that MDS, TBC and Purchaser aided and abetted the directors’ alleged breaches of fiduciary duty in connection with MDS’ entry into the Merger Agreement. Although we believe these suits are without merit, the defense of these suits may be expensive and may divert management’s attention and resources, which could adversely affect our business.

Other Risk Factors

We are engaged in litigation that if determined adversely to us could have a material adverse effect on our business.

AsWe ~~described~~are ~~under~~currently ~~“Item~~party 3to a class action lawsuit brought by Canadian franchisees that seeks approximately $168 million in damages. ~~Legal~~In ~~Proceedings~~addition, MDS received notice on January 3, 2012, that its European licensee, MESA S.p.A. (“MESA”), wehad ~~are~~filed ~~currently~~suit ~~party~~in the Court of Appeal in Milan, Italy, claiming that MDS is in breach of the 1998 License Agreement toand ~~two~~the ~~class~~separate ~~action~~Agreement ~~lawsuits.~~for ~~The~~Strategic ~~purported~~Alliance ~~class~~(the ~~action~~“ASA”) ~~suit~~under ~~brought~~which byMESA ~~certain~~operates ~~California~~the ~~brake~~Midas ~~customers~~automotive ~~has~~service ~~sought~~business ~~unspecified~~in Europe. MESA seeks damages for the alleged breach of up to €5.8 Amillion, ~~class~~representing ~~action~~a ~~suit~~portion ~~brought~~of bythe license ~~Canadian~~fees ~~franchisees~~MESA ~~has~~paid ~~sought~~to ~~approximately~~MDS ~~$168~~for ~~million~~the inperiod ~~damages~~from June 2009 through October 2011. MESA also seeks a declaratory judgment suspending MESA’s obligation to pay 80% of its future license fee payments owed to MDS under the License Agreement. While we believe that these claims are without merit and have and will continue to vigorously ~~defended~~defend against these claims, an adverse determination in any of these proceedings could have a material adverse effect on our business. For a further description of these lawsuits, see Item 3 “Legal Proceedings”.

Virtually all of our revenues outside of North America are derived from the license fees of one licensee. ~~The~~and ~~loss~~this orlicensee ~~reduction~~has ~~of these~~brought ~~fees~~legal ~~due~~proceedings seeking to anreduce ~~adverse~~the ~~change~~license infees ~~our~~and ~~relationship~~has ~~with~~ceased ~~this~~paying ~~licensee,~~80% ~~with~~of ~~whom~~such welicense ~~recently~~fees. ~~completed~~The ~~arbitration~~loss ~~proceedings,~~ or incontinued ~~this~~reduction ~~licensee’s~~of ~~business~~these fees would have a material adverse effect on our net income.

Virtually all of our revenues outside of North America are derived from MESA,. anMDS received ~~Italian~~notice ~~company~~on January 3, 2012, that ~~operates~~MESA had filed suit in the ~~Midas~~Court ~~system~~of Appeal in ~~Europe and~~Milan, ~~South~~Italy, ~~America~~claiming ~~under~~that aMDS is in breach of the License Agreement and anthe ~~Agreement~~ASA. The complaint alleges that MDS is in breach of ~~Strategic~~these ~~Alliance~~agreements due to, asamong other ~~amended~~things, (MDS’ alleged failure to cooperate with MESA to improve the ~~“ASA”)~~Midas System. ~~Mobivia~~MESA ~~Groupe~~seeks ~~S.A.~~damages ~~(“Mobivia”,~~for ~~previously~~the ~~known~~alleged asbreach ~~Norauto)~~of up to €5.8 million, representing a ~~French~~portion ~~company,~~of ~~acquired~~the license fees MESA ~~(previously~~paid ~~known~~to asMDS for the period from June ~~Magneti~~2009 ~~Marelli~~through ~~Services~~October S2011.p MESA also seeks a declaratory judgment suspending MESA’s obligation to pay 80% of its future License fee payments owed to MDS under the License Agreement.A Following this filing, MESA withheld 80% of its license fees due in January and February 2012. As a result, MDS has filed a complaint in the Circuit Court of Cook County (Chicago), ~~from~~Illinois, against MESA, claiming breach of contract and seeking a declaratory judgment requiring MESA to continue to pay the ~~Fiat~~full amount ~~Group~~of inits ~~October~~license ~~2004~~fees to Midas.

We16 recently completed binding arbitration proceedings in Geneva, Switzerland with MESA and Mobivia. The arbitral tribunal issued its ruling on March 3, 2011. Midas prevailed in its defense of the vast majority of claims that MESA and Mobivia had asserted as to Midas’ obligation to invest under the ASA in Midas Europe. However, the arbitral tribunal has awarded MESA € 17.45 million (approximately US $23.4 million) plus interest of five percent from June 12, 2009 (approximately US $2.1 million through the ruling date), in connection with MESA’s claim that Midas failed to cooperate in the improvement of the IT systems in the European operations. Because MESA failed to prevail in the majority of its claims, the arbitral tribunal ordered MESA to pay 85 percent of Midas’ legal and other arbitration expenses and Midas to pay 15 percent of MESA’s expenses, resulting in MESA being required to pay Midas approximately $2.5 million. The damages payable to MESA will be offset by € 1.5 million (US $2.1 million) in Midas Europe license fee payments due to Midas that were held in escrow as of the ruling date.

License fees are payable under the terms of the License Agreement which continues through 2028 and provides for additional 30 year extensions. The arbitral tribunal declined to make any rulings in respect of the License Agreement, due to its finding that it did not have the jurisdiction to do so. The License Agreement between Midas and MESA therefore continues in full force and the license fee royalty stream is to continue. The ruling does not deal with the Company’s obligations under the License Agreement or change the Company’s obligations under the ASA. However, it is not yet known how the ruling will impact our day-to-day business relationship with MESA and/or Mobivia. While MESA added 26 new Midas shops in fiscal 2010 and sales

~~increased~~MESA’s bycontinued ~~approximately~~failure ~~3.5%,~~to ~~the~~pay ~~loss of~~ the ~~European~~license ~~licensing~~ fees ~~due~~owed tounder anthe ~~adverse~~License ~~change~~Agreement ~~to MESA’s and/or Mobivia’s business~~ would have a material adverse effect on our net income. In fiscal ~~2010~~2011, MDS recorded $4.13 million in international license fee revenue under the License Agreement. This amount represented 2.12% of consolidated revenue and 2925.37% of operating income. This license fee is paid in Euros and varies based upon a percentage of retail sales.

See Item 3 “Legal Proceedings” for a further discussion of these lawsuits and the previous arbitration.

We rely on franchising for a substantial portion of our operating revenues. The failure of our franchisees to successfully operate stores consistent with our standards would have a material adverse effect on our profitability.

We rely on franchising for a substantial portion of our operating revenues. Therefore, our business is dependent on the ability of our franchisees to deliver high quality services. Our franchisees are independent contractors and are not our employees. We provide training and support to franchisees, but the quality of franchised store operations may be diminished by any number of factors beyond our control. We have been modifying the business models of our franchise systems. These changes generally require franchisees to perform more technologically complex repairs and maintenance services, and require greater investment in personnel and equipment. Consequently, not all franchisees may successfully operate stores in a manner consistent with our standards and requirements or hire and train qualified managers, technicians and other store personnel. If they do not, our image and reputation may suffer, and system-wide sales and profitability could decline. In addition, a reduction in system-wide sales and profitability could negatively impact the collectibility of receivables owed by franchisees to the Company.

The failure to successfully implement our new business models could have a material adverse effect on our financial condition and results of operations.

We are in the process of repositioning the Midas retail system in North America from a business model focused on the servicing and replacement of mufflers, brakes, shock absorbers and struts to a model that encompasses a complete line of services. As a result of the change in business model, our Midas company-operated and franchised shops have had to make, and will have to continue to make, investments in training, new personnel and equipment. As a result of the inability of certain Midas franchisees to adapt to the changing environment and successfully adopt the new business model, we have in some cases reacquired franchises to prevent the closing of these shops. While we believe that the selective acquisition of certain franchises is consistent with the implementation of our business model, our long term success depends upon the ability of our franchisees to profitably implement the new business model. While comparable shop sales have been maintained or improved at Midas shops that have made the transition to the new business model, we cannot assure shareholders that the change in the long run will be successfully marketed, that consumers will accept the new model or that the remaining shops will be willing to or can successfully make the transition to the new format.

In addition, we are in the process of implementing a new Midas-SpeeDee Co-Brand business model. This program combines the Midas and SpeeDee franchise operations into one location. We believe that this business model could provide us with a platform for growth of sales at existing Midas and SpeeDee locations as well as future unit growth in North America. The sales results at the 75 46 shops that have coCo-~~branded~~Branded so far have been encouraging and the Company is innow ~~the process of~~ making this program available to all qualified Midas and SpeeDee locations. However, we cannot assure shareholders that the co-brand business model will succeed at driving sales or profitability for the Company or its franchisees. Furthermore, we cannot assure shareholders that franchisees would be willing or able to make a transition to the new concept on a broad scale. Finally, due to issues related to location overlap, certain SpeeDee and Midas shop locations would not be allowed to make the transition even if the franchisees wanted and were able to do so.

1517

A reduction in the availability of consumer credit may reduce consumer purchases of our products and services, which would adversely affect our revenues.

Credit card purchases account for a significant portion of the revenue of the Midas and SpeeDee systems in North America. A reduction in credit available to customers in general, and Midas credit card holders in particular, would have an adverse impact on MDS revenues.

A reduction in the availability of business credit could adversely affect our ability to sell franchises, lower our revenues or lead to slower payment of franchisee obligations due to MDS as franchisor.

Most new franchisees finance a significant portion of their shop investment with debt. A further reduction in the availability of business credit may hinder our ability to sell new franchises, as well as the ability of our selling franchisees to find capable buyers. In addition, our franchise ~~systems~~ systems are comprised of franchisees who are small business operators that rely upon credit to fund their operations. When the availability of credit is reduced, it can harm the ability of our franchisees to fund their operations. As a consequence, franchisees can fail and go out of business or become delinquent in making payments, including payments due to the franchisor.

We are a leveraged company that utilizes debt to fund our business.

We currently have substantial debt on our balance sheet. The financing provided to us is subject to covenants that require us to maintain a certain net worth and maintain compliance with certain leverage ratios. If we do not perform in accordance with these covenants, the financial institutions providing the funds have the option to withdraw their funding support. The accrual of the $25.5 million European arbitration award in 2010 caused us to be in violation of certain financial covenants as of January 1, 2011. While our lenders have waived this violation and have modified our future covenant requirements, we cannot assure shareholders that we will remain in compliance with our debt covenants in the future. The payment of the arbitration award ~~will~~increased ~~increase~~ our debt by $22.4 million, thereby causing an increase in interest expense. In addition, our current financing agreement expires on October 27, 2013. While we believe we have excellent relations with our banks, we cannot assure shareholders that we will be able to refinance our existing credit facility ~~when~~upon itits ~~expires~~expiration in fiscal 2013, nor can we give any assurances to shareholders that the terms of any new financing arrangement will be favorable to the Company.

A downturn in the economy may delay or reduce consumer purchases of our products and services, which would adversely affect our revenues.

Many factors affect the level of consumer spending on automotive services, including, among others, general business conditions, interest rates, gasoline prices, the availability of consumer credit and consumer confidence in future economic conditions. Consumer purchases of regular service interval maintenance generally are reduced during recessionary periods, when gasoline prices are high, or when disposable income is lower.

A decline in the usage of automobiles would adversely affect demand for our products and services.

While the number of automobiles registered in the U.S. has historically increased over time, a sustained reduction in the number of miles driven by automobile owners would adversely affect the demand for our products and services. For example, when the retail cost of gasoline increases or the economy enters a severe recession, the number of miles driven by automobile owners typically decreases, which historically has resulted in less frequent service intervals and fewer repairs. In the U.S., in 2008 we experienced the largest one-year drop in miles driven since World War II and we believe that this trend negatively impacted the Company’s overall financial performance in the ~~past~~subsequent three years.

1618

We operate in a highly competitive market and the failure of our franchisees to effectively compete would have a material adverse effect on our financial condition and results of operations.

The automotive services industry is highly fragmented and highly competitive. There are numerous direct competitors for our retail auto service shops. Our shops compete with national, regional and local specialty chains, both franchised and company-owned, car dealerships, independent repair shops and service bays of mass merchandisers. We believe the principal competitive factors in the markets served by our shops are, in no particular order, customer service and reputation, shop location, name awareness and price. We also compete with businesses of the types noted above and with other parties in the sale of franchises. Competitive factors include startup costs, royalty rates, franchisee support and the financial performance of existing franchises. Many of our competitors are large and have a substantially longer operating history. Many competitors have greater financial resources than we possess. Our failure to compete effectively or the failure of individual shops to compete effectively would have a material adverse effect on our financial condition and results of operations.

Our inability to respond to consumer demands would adversely affect our results of operations.

If we were unable to respond to changes in consumer demands in a timely manner, it would adversely affect our revenues. Furthermore, if we fail to make continuous and successful new product and service introductions, this could adversely affect our financial performance. Our success in general, and at franchised system shops in particular, depends on our ability to identify, originate and define automotive product and service trends as well as to anticipate, gauge and react to changing consumer demands in a timely manner. Our automotive products and services must appeal to a broad range of consumers whose preferences cannot be predicted with certainty and are subject to rapid change. We may not be able to continue to develop appealing automotive products and services or meet changing consumer demands in the future. If we or our franchisees misjudge the market for automotive products and services, we or our franchisees may be faced with excess inventories and sunk training and equipment costs for certain automotive products and services and missed opportunities for other products and services.

Advances in automotive technology could adversely affect demand for our maintenance and repair services.

The demand for the services offered by our shops could be adversely affected by continuing developments in automotive technology. Automotive manufacturers are producing cars that last longer and require service and maintenance at less frequent intervals. For example, some manufacturers now recommend that consumers change oil at 10,000 mile intervals and replace spark plugs and other engine components at 100,000 miles, a significant increase from the mileage intervals recommended for earlier models and those currently recommended by most manufacturers. In addition, the improvement in original equipment manufacturers’ parts quality has in the past reduced, and may in the future reduce, demand for the products and services offered by our shops, thereby adversely affecting our franchise system revenues. Improvement in the quality of parts manufactured may extend the useful lives and warranties of those parts and may reduce demand for our products and services by decreasing the frequency of replacement or refurbishment of those parts. In turn, longer and more comprehensive warranty programs offered by automobile manufacturers and other third parties also could adversely affect the demand for services offered by our shops. We believe that a majority of new automobile owners have their cars serviced by their new car dealer during the period the car is under warranty. Major automobile manufacturers are experimenting with various advanced engine technologies, some of which could negatively impact demand for services currently performed within our franchise systems. Finally, advances in automotive technology could require that we and our franchisees incur additional costs to update our technical training programs and upgrade the diagnostic capabilities of Midas and SpeeDee shops.

1719

The failure to attract and maintain an adequate supply of skilled labor could have a material adverse effect on our financial performance.

The provision of high quality services by our shops requires an adequate supply of skilled labor. In addition, the operating costs and operating revenues of auto service shops may be adversely affected by high turnover in skilled technicians. Trained and experienced automotive technicians are in high demand. The expansion of our business model from muffler and brake service to more complicated automotive repairs has required many franchised and company-operated shops to hire highly skilled full-service automobile technicians. Accordingly, our ability to increase productivity and revenues could be affected by our inability to attract and maintain the employment of skilled technicians necessary to provide key shop services. If we or our franchisees are unable to attract and maintain the adequate skilled labor force necessary to operate these shops efficiently, or if labor expenses increase as a result of a shortage in the supply of skilled technicians, our financial performance would be adversely affected.

The failure to comply with applicable franchise laws could have a material adverse effect on our financial condition and results of operations.

We are subject to federal and state laws and regulations, including the regulations of the Federal Trade Commission as well as similar authorities in individual states, in connection with the offer, sale and termination of franchises and the regulation of the franchisor—franchisee relationship. Our failure to comply with these laws could subject us to liability to franchisees and to fines or other penalties imposed by governmental authorities. In addition, we may become subject to litigation with, or other claims filed with state or federal authorities by, franchisees based on alleged unfair trade practices, implied covenants of good faith and fair dealing, payment of royalties, location of shops, advertising expenditures, franchise renewal criteria or express violations of agreements. There can be no assurance that compliance problems will not be encountered from time to time, or that material disputes will not arise with one or more franchisees. Accordingly, our failure to comply with applicable franchise laws and regulations could have a material adverse effect on our financial condition and results of operations.

We must commit resources to maintain and develop our key brands. The failure to maintain the Midas and SpeeDee brands would have a material adverse effect on our financial condition and results of operations.

If we fail to continue maintaining and developing the Midas and SpeeDee brand names, future revenues would be adversely affected. We believe that maintaining and developing our brand names is critical to our success and that the importance of brand recognition may increase as competitors offer products and services similar to our products and services. We incur substantial marketing expenditures to create and maintain brand loyalty as well as increase awareness of our brands. If our brand-building strategies are unsuccessful, these expenses may never be recovered, as we may be unable to increase future revenues or successfully implement certain business strategies.

Failure to protect our intellectual property would reduce our competitiveness.

We rely on trademark, trade secret, patent and copyright law to protect our intellectual property, including the Midas and SpeeDee brand names. We cannot be sure that these intellectual property rights can be successfully asserted or will not be invalidated, circumvented or challenged in the future. In addition, the laws of some of the foreign countries in which our products and services are or may be sold do not protect our intellectual property rights to the same extent as the laws of the United States. Our failure to protect our proprietary information, and any successful intellectual property challenges or infringement proceedings against us, could make us less competitive and could have a material adverse effect on our business, financial condition and results of operations.

1820

The failure to comply with consumer protection regulations would have a material adverse effect on our financial condition and results of operations.

National automotive repair chains, including Midas, have been the subject of investigations and reports by consumer protection agencies and the Attorneys General of various states. Negative publicity in connection with such investigations could have an adverse effect on the financial condition and results of operations of our company. In addition, state and local governments have enacted numerous consumer protection laws and the failure to comply with these laws would have a material adverse effect on our financial condition and results of operations.

The failure to comply with extensive environmental regulation applicable to our business could have a material adverse effect on our financial condition and results of operations.

Environmental compliance costs and liabilities could have a material adverse effect on our financial condition. Our operations and properties are subject to increasingly stringent laws and regulations relating to environmental protection, including laws and regulations governing air emissions, water discharges and waste management. Such laws and regulations can impose fines and criminal sanctions for violations and require the installation of costly pollution control equipment or operational changes to limit pollution emissions and decrease the likelihood of accidental hazardous substance releases. Some of our current and former properties have been used as gas stations and dry cleaners. Accordingly, we could become subject to potentially material liabilities relating to the investigation and cleanup of contaminated properties, and to claims alleging personal injury or property damage as the result of exposures to, or releases of, hazardous substances. In addition, stricter interpretation of existing laws and regulations, new laws and regulations, the discovery of previously unknown contamination or the imposition of new or increased requirements could require us to incur costs or become the basis of new or increased liabilities that could reduce earnings and cash available for our operations.

Significant changes in the market value of our defined benefit plan assets ~~could~~or interest rates could have a material adverse effect on our financial condition and results of operations.

We have a defined benefit plan that we offer to individuals employed by MDS. The assets in the plan are invested in a combination of equities, bonds and cash in order to fund ongoing plan obligations and ensure the future funded status of the plan. Historically, our defined benefit plan had been well-funded and we did not have to make any material contributions to fund the plan. As a result of the significant downturn in the U.S. stock market in 2008, and despite the recovery in the U.S. Stock market in the past ~~two~~three years, the plan is currently underfunded. The continuing low interest rate environment is also contributing to plan underfunding as the discount rate used to calculate the projected benefit obligation has declined from 6.25% at the end of 2007 to 4.625% at the end of 2011. Consequently, our pension expense has substantially increased in the past ~~two~~three years and it is projected to remain elevated for the next several years. We are obligated to make substantial cash contributions to fund the plan in order to remain in compliance with certain U.S. Government rules and guidelines. Cash contributions of $13.41 million and $01.64 million were made to the plan in fiscal ~~2010~~2011 and ~~2009~~2010, respectively, and the Company expects to make additional cash contributions of $34.17 million in fiscal ~~2011~~2012.

Further significant changes in the value of plan assets or a further reduction in discount rates could affect the amount and timing of incremental income statement expense for the Company and could result in changes to our projected incremental cash contributions to the plan in current and future years. The U.S. Government establishes rules that govern the funding requirements of such plans and we comply with these rules. We cannot project the future funded status of our plan nor can we project the future funding requirements of the plan that would result from changes in the funded status or changes in government rules regarding required funding.

~~The~~21 failure to maintain adequate levels of taxable income within our U.S. and Canadian subsidiaries would have a material adverse effect on our corporate income tax expense and the valuation of our net deferred tax assets.

toThe ~~their~~failure ~~expiration.~~to Ifmaintain weadequate ~~determine~~levels ~~that~~of ittaxable isincome ~~more~~within ~~likely~~our ~~than~~U.S. ~~not~~and ~~that~~Canadian subsidiaries ~~these~~would ~~assets will not be fully utilized in future years, we will~~ have toa ~~record~~material anadverse ~~incremental~~effect ~~charge~~on toour corporate income tax expense and ~~record~~the ~~an incremental~~ valuation ~~allowance~~of ~~against~~our ~~the~~net ~~corresponding~~ deferred tax assets.

Our balance sheet contains significant deferred tax assets for net operating loss carry forwards and other reserves and liabilities that are deductible for tax purposes in future years. We must maintain adequate levels of taxable income in key subsidiaries in all future years to preserve the utilization of these deferred tax assets prior to their expiration. If we determine that it is more likely than not that these assets will not be fully utilized in future years, we will have to record an incremental charge to income tax expense and record an incremental valuation allowance against the corresponding deferred tax assets.

If our stock price remains at its current level, it will have a material adverse effect on our future corporate income tax expense.

As prior MDS stock awards vest, the estimated fair value of the award is amortized as an expense charged to our book income statement. For tax purposes, stock awards are not deductible until they vest (for restricted stock) or until they are exercised (for options). As the expense is amortized on our book income statement, we recognize a deferred tax asset on our balance sheet. The deferred tax asset is then reversed when the corresponding restricted stock vests or when the corresponding options are exercised. If our tax deduction is less than our book income statement deduction, the full deferred tax asset will not be realized. The tax effected difference between our book deduction and our tax deduction is charged to income tax expense. This happens if and when restricted stock vests at a stock price below its grant price, or if stock options are exercised at a stock price which results in a tax deduction that is less than the Black-Scholes valuation of the option at grant date.

The lowering of U.S. corporate income tax rates would have a material adverse effect on our corporate income tax expense.

Our balance sheet contains a significant U.S. deferred tax asset, which is valued at a combined (federal plus state) income tax rate of 39.2%. If the U.S. corporate income tax rates were reduced in the next several years, the deferred tax assets would have to be written-down to their net realizable value. This would result in incremental U.S. income tax expense for the Company.

We rely heavily on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our ability to effectively operate our business.

Our information systems are fully integrated into our operations, including: electronic communications and data transfer protocols with franchised and company-owned shops, vendors, data storage and financial and operational reporting. To the extent our systems are subject to intentional attacks or unintentional events that allow unauthorized access that disrupts our systems, our business could be significantly disrupted and could potentially have a negative impact on our results of operations and financial condition.

Our results of operations may be adversely affected by acts of war or terrorism

War or terrorist activities or the threat of them may increase our cost of doing business or otherwise impact our financial performance.

Item 1B.

Unresolved Staff Comments

The Company has no unresolved Staff Comments.

Item 2.

Properties

MDS owns and leases real estate in various communities throughout North America that it uses for company-operated shops or leases and sub-leases to Midas and SpeeDee franchisees. As of ~~January~~December 131, 2011, ~~MDS~~Midas Realty owned ~~204~~206 retail Midas locations, leased ~~486~~476 Midas locations and used other forms of real estate control over an additional ~~673~~656 Midas locations. This approach provides effective control over 1,~~363~~338 of the 1,~~538~~484 Midas shops in North America, or approximately 8990.2%.

As of ~~January~~December 1, 2011, SpeeDee Realty leased 1011 SpeeDee locations in the United States. and used other forms of real estate control over an additional 32 SpeeDee locations.

MDS also owns two vacant parcels of land.

MDS leases approximately 62,000 square feet of office space in Itasca, Illinois, where its corporate headquarters is located. This lease runs through January 2019. In addition, the Company leases two small office facilities, one in Louisiana and one in California, in connection with the management of the SpeeDee franchise system.

Item 3.

Legal Proceedings

California Class Action

~~The~~A ~~Company~~purported ~~is currently involved in a~~ class action lawsuit ~~filed~~was filed in the Superior Court of California for the County of Los Angeles in June 2006 that ~~alleges~~alleged that certain franchised California Midas shops intentionally issued invoices to certain brake customers that incorrectly indicated that the customers had received Midas-branded brake products when, in fact, they had received inferior non-Midas brake products. ~~MDS~~The ~~denies the~~ plaintiffs’ ~~allegations~~sought ~~and~~unspecified ~~is vigorously defending this lawsuit~~damages. MDS ~~has~~had ~~thus~~successfully ~~far~~challenged ~~been successful in challenging~~ the legal sufficiency of the plaintiffs’ claims. ~~The~~by getting the plaintiffs’ third amended complaint ~~was~~ dismissed in February 2009. The plaintiffs then filed a fourth amended complaint in March of 2009. ~~The~~In ~~Company~~December ~~continues~~2011, ~~to believe that~~ the ~~allegations~~Court ~~are~~denied ~~without~~class ~~merit.~~certification ~~However,~~on ~~there~~numerous ~~can~~grounds. beIf noplaintiffs ~~assurance~~appeal the ~~Company~~denial of ~~will~~class ~~prevail~~certification, inMidas ~~such~~intends ~~proceedings.~~to Anvigorously ~~adverse~~defend ~~ruling could have a material adverse effect on~~ the ~~Company’s financial condition and results of operations~~appeal.

Canadian Franchise Class Action

A class action lawsuit was filed against the Company in the Ontario Superior Court of Justice by two Canadian Midas franchisees on May 31, 2007. The plaintiffs alleged various violations of the Midas Franchise and Trademark Agreement and applicable law and sought class certification and monetary damages of approximately $168 million. ~~The~~Specifically, the plaintiffs allege that the Company breached its duty of good faith and fair dealing by terminating its supply system and replacing it with an agreement with Uni-Select, including, without limitation, by (i) retaining the full 10% royalty paid by franchisees after the Company ceased to sell products to class members, (ii) receiving rebates from suppliers on account of plaintiffs’ purchases of products, and (iii) funding its warranty program with such rebates. The class certification hearing took place in February 2009 and the court released its certification ruling on March 26, 2009. Of the many claims asserted by the plaintiff, the only claim for which class certification was granted was the issue of whether Midas Canada breached its common law and statutory duties of good faith and fair dealing when it implemented its new supply chain program in 2003. All other causes of action were rejected by the court. The Company is currently in the process of compiling historical documents as a result of the plaintiffs’ discovery request. The Company continues to believe this lawsuit is without merit. However, there can be no assurance the Company will prevail in such proceedings. An adverse ruling could have a material adverse effect on the Company’s financial condition and results of operations.

MESA~~/Mobivia~~ ~~Arbitration~~S.p.A. Suit in Milan, Italty

OnMDS ~~June 12, 2009, the Company~~ received anotice ~~Notice~~on ofJanuary ~~Arbitration~~3, 2012, ~~from~~that MESA S.p.A. (“MESA”) ~~and~~the ~~Mobivia~~Italian ~~Groupe~~company ~~S.A.~~that ~~(“Mobivia”,~~operates ~~formerly~~the ~~known~~Midas assystem ~~Norauto~~in ~~Groupe~~Europe ~~SA).~~and ~~MESA~~South isAmerica) ~~an Italian~~filed ~~company~~suit ~~that~~in ~~operates~~ the ~~Midas~~Court ~~system~~of Appeal in ~~Europe~~Milan, ~~and~~Italy, ~~South~~claiming ~~America~~that ~~under~~MDS ais in breach of the 1998 License Agreement and anthe separate Agreement offor Strategic Alliance, ~~as amended~~ (~~the~~ “ASA”) ~~with the Company~~. ~~Mobivia~~The iscomplaint aalleges ~~French company~~ that ~~acquired~~MDS ~~MESA (previously~~is ~~known~~in asbreach ~~Magneti~~of ~~Marelli~~these ~~Services~~agreements ~~S.p.A)~~due ~~from~~to, ~~the~~among ~~Fiat~~other ~~Group~~things, inMDS’ ~~October~~alleged ~~2004.~~failure to

~~Background~~23

Until 1998, the Company directly owned and managed its network of franchised and company-operated Midas shops throughout the world. In 1998, the Company reached an agreement with Magneti Marelli S.p.A. (“Marelli”), a member of the Fiat Group (the ASA). The Company concluded that Marelli had the financial and human resources to accelerate the development of the Midas business in Europe and South America at a much faster pace than the Company. Accordingly, under the ASA the Company sold its interests in Europe and South America (“Midas Europe”) to Marelli for $100 million in October 1998 (of which $84 million was paid under the ASA, and an upfront payment of $16 million was paid under a separate License Agreement). The License Agreement was entered into for the use of the Midas trademarks as part of the transaction.

In October 2004, Mobivia acquired Magneti Marelli Services S.p.A. (“Marelli Services”) from the Fiat Group. Marelli Services was a newly-formed subsidiary of the Fiat Group that was created to own the Midas Europe business that was purchased from the Company in 1998. Upon acquisition by Mobivia in October 2004, Marelli Services was renamed MESA S.p.A. by Mobivia.

~~The~~ cooperate ~~License~~with ~~Agreement~~MESA ~~with~~to ~~Marelli~~improve ~~(and~~the ~~now~~Midas ~~with~~System in Europe. MESA) ~~provided~~seeks damages for ~~fixed~~the Ualleged breach of up to €5.S.8 ~~dollar denominated~~million, ~~royalty~~representing ~~payments~~a portion of ~~approximately~~the $9license ~~million~~fees ~~per~~MESA ~~year~~paid ~~until~~to ~~2007~~MDS for the period from June 2009 through October 2011. ~~Effective~~MESA ~~January 1,~~also ~~2008,~~seeks ~~the~~a ~~royalty~~declaratory ~~converted~~judgment suspending MESA’s obligation to 1pay 80% of ~~Midas~~its ~~Europe’s~~future ~~system-wide~~license ~~retail~~fees ~~sales~~owed to MDS under the License Agreement. Following this filing, MESA withheld 80% of its license fees due in January and February 2012. As a result, Midas has filed a complaint in the ~~royalty~~Circuit ~~paid~~Court of Cook County (Chicago), Illinois, against MESA, claiming breach of contract and seeking a declaratory judgment requiring MESA to continue to pay the full amount of its license fees to MDS. The Company continues to believe that this lawsuit by MESA ~~decreased from~~is ~~approximately~~without ~~$8.9~~merit ~~million~~and inis ~~2007~~pursuing toa ~~approximately~~vigorous ~~$4.4~~defense, ~~million~~as inwell ~~2008~~as payment of the unpaid portion of the license fees.

~~Arbitration~~MESA previously initiated an arbitration proceeding against Midas in June 2009 alleging that the Company had breached its obligations under the ASA to cooperate in good faith to develop the Midas System in Europe and South America. MESA sought significant damages and asked the arbitral tribunal to require the Company to renegotiate the terms of the ASA and the License Agreement or to cancel those agreements due to the alleged breach by the Company and require the Company to indemnify MESA and Mobivia Groupe S.A. (“Mobivia”, previously known as Norauto, a French company that acquired MESA from the Fiat Group in October 2004) for any losses resulting from the termination of those agreements. The arbitral tribunal issued its ruling on March 3, 2011. Midas prevailed in its defense of the vast majority of claims but the tribunal awarded MESA €17.45 million (approximately US $23.4 million) plus interest of five percent from June 12, 2009 (approximately $2.1 million through the ruling date), in connection with MESA’s claim that Midas failed to cooperate in the improvement of the IT systems in the European operations. The arbitral tribunal declined to make any rulings in respect of the License Agreement, due to its finding that it did not have the jurisdiction to do so. The License Agreement between Midas and MESA therefore continues in full force and effect. License fees are payable under the terms of the License Agreement which continues through 2028 and provides for additional 30 year extensions.

~~Under~~Merger ~~the~~Agreement ~~terms~~Class ofAction the ASA, all disputes are to be settled by binding arbitration in Geneva, Switzerland under the UNCITRAL Arbitration Rules by a panel of three arbitrators. In demanding arbitration, MESA and Mobivia claimed that the Company had breached, and continued to breach, its obligations to cooperate and execute the agreement in good faith by failing to develop the Midas System in Europe and South America. As a result, MESA asked the arbitrators to require the Company to pay for damages and losses incurred by MESA and Mobivia, including a portion of royalties previously paid to the Company, and for the alleged decrease in the value of the MESA business and lost profits because of MESA’s inability to successfully open Midas shops in new countries, in an estimated amount of € 102 million.

~~MESA~~On ~~and~~March ~~Mobivia~~15, ~~also~~2012, ~~asked~~a ~~the~~purported ~~arbitral~~shareholder ~~tribunal~~class toaction ~~require~~lawsuit ~~the~~was ~~Company~~filed toin ~~renegotiate~~ the ~~terms~~Circuit Court of ~~the~~DuPage ~~ASA~~County, Illinois naming MDS, MDS’ directors, TBC Corporation and ~~the~~Gearshift ~~License~~Merger ~~Agreement~~Corp. as ~~currently~~defendants. inThe ~~effect~~suit oralleges, toamong ~~cancel~~other ~~these~~things, ~~agreements~~MDS’ ~~due~~directors tobreached their fiduciary duties and MDS, TBC Corporation and Gearshift Merger Corp. aided and abetted the directors’ alleged ~~breach~~breaches byof ~~the~~fiduciary ~~Company~~duty ~~and~~in ~~require~~connection with MDS’ entry into the ~~Company~~Merger toAgreement. ~~indemnify~~The ~~MESA~~plaintiffs ~~and~~seek ~~Mobivia~~to ~~for~~enjoin ~~any~~the ~~losses~~transactions ~~resulting~~contemplated ~~from~~by the ~~termination~~Merger ofAgreement ~~these~~and ~~agreements~~unspecified damages. ~~These~~The ~~alleged~~Company ~~losses~~believes ~~were~~this ~~claimed~~lawsuit ~~to be~~is ~~between~~without €merit 57 and €intends ~~154~~to ~~million.~~pursue a vigorous defense.

InOn ~~January~~March 20, ~~2010~~2012, ~~the~~a ~~arbitral~~purported ~~tribunal~~shareholder ~~issued~~class anaction ~~interim~~lawsuit ~~order~~was ~~permitting~~filed ~~MESA to~~in ~~pay~~the ~~into~~Court ~~escrow~~of ~~half~~Chancery of the ~~amounts~~state ~~MESA~~of Delaware ~~owes~~naming ~~Midas~~MDS, inMDS’ ~~royalties~~directors, ~~under~~TBC ~~the~~Corporation ~~License~~and ~~Agreement~~Gearshift ~~(beginning~~Merger ~~with~~Corp. ~~the~~as ~~payment~~defendants. ~~paid~~The bysuit ~~MESA~~alleges, ~~for~~among ~~royalties~~other ~~due~~things, inMDS’ ~~February~~directors ~~2010).~~breached Astheir offiduciary ~~January 1,~~duties ~~2011,~~and ~~approximately~~TBC €Corporation 1and Gearshift Merger Corp.~~4 million~~ ~~were~~aided ~~being~~and ~~held~~abetted the directors’ alleged breaches of fiduciary duty in ~~escrow~~connection with MDS’ entry into the Merger Agreement. The ~~arbitral~~plaintiffs ~~tribunal~~seek ~~took~~to enjoin the ~~position~~transactions ~~that~~contemplated ~~MESA~~by ~~would~~the ~~suffer~~Merger ~~harm~~Agreement ~~that~~and ~~could~~unspecified ~~not~~damages. beThe ~~easily~~Company believes ~~remedied~~this iflawsuit ~~damages~~is ~~were~~without ~~awarded~~merit and ~~Midas~~intends ~~was~~to ~~unable~~pursue toa ~~pay~~vigorous ~~them~~defense.

OnItem ~~February 10, 2010, Midas made its first substantive written submission to the arbitral tribunal, and, in June 2010, Midas filed its second substantive written submission to the arbitral tribunal~~4. ~~Formal~~ ~~hearings~~Mine ~~were~~Safety ~~held in Geneva, Switzerland on July 13-16, 2010. On August 2, 2010 Midas and MESA and Norauto filed their closing submissions.~~ Disclosures

~~The~~Not ~~arbitral tribunal issued its ruling on March 3, 2011~~applicable. Midas prevailed in its defense of the vast majority of claims that MESA and Mobivia had asserted as to Midas’ obligation to invest under the ASA in Midas Europe. However, the arbitral tribunal has awarded MESA € 17.45 million (approximately US $23.4 million) plus interest of five percent from June 12, 2009 (approximately $2.1 million through the ruling date), in connection with MESA’s claim that Midas failed to cooperate in the improvement of the IT systems in the European operations.

~~Because~~24 MESA failed to prevail in the majority of its claims, the arbitral tribunal ordered MESA to pay 85 percent of Midas’ legal and other arbitration expenses and Midas to pay 15 percent of MESA’s expenses, resulting in MESA being required to pay Midas a net amount of approximately $2.5 million.

The damages payable to MESA will be offset by € 1.5 million (US $2.1 million) in MESA’s license fee payments due to Midas that were held in escrow as of the ruling date.

The License Agreement between Midas and MESA continues in full force and the license fee royalty stream is to continue uninterrupted.

Item 4. Reserved

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s Common Stock is listed on the New York Stock Exchange under the symbol “MDS”. As of December 31, ~~2010~~2011, there were 43,~~063~~817 holders of record of the Common Stock. Information about the high and low prices of MDS Common Stock is shown below.

	High		Low
Fiscal 2011
1st Quarter	$	9.46	$	6.87
2nd Quarter		7.92		5.71
3rd Quarter		8.60		5.08
4th Quarter		9.50		7.44
Fiscal 2010
1st Quarter	$	11.50	$	7.90
2nd Quarter		12.50		7.13
3rd Quarter		9.17		6.29
4th Quarter		9.77		6.86
Fiscal 2009
1st Quarter	$	11.99	$	6.03
2nd Quarter		11.73		8.84
3rd Quarter		10.55		8.40
4th Quarter		9.35		6.75

MDS has not paid a dividend during the last three fiscal years and has no current plans to pay a dividend in the future. The Company’s revolving credit facility limits the Company’s ability to pay dividends, subject to compliance with certain financial ratios.

The following table includes all issuer repurchases, including those made pursuant to publicly announced plans or programs and those not made pursuant to publicly announced plans or programs.

Period	~~TotalNumberof~~Total Numberof SharesPurchased(1)		AveragePrice Paidper Share		Total Number ofShares Purchasedas Part ofPubliclyAnnounced Plansor Programs (2)		Approximate DollarValue of SharesThat May Yet BePurchased Underthe Plans orPrograms
October 2010:
October 2011: (October 2, 2011 through October 29, 2011)		—		—		—	$	34,347,399
(October 3, 2010 through October 30, 2010)		—		—		—	$	34,347,399
November 2011: (October 30, 2011 through November 26, 2011)		—		—		—	$	34,347,399
November 2010:
December 2011: (November 27, 2011 through December 31, 2011)		—		—		—	$	34,347,399
(October 31, 2010 through November 27, 2010)		—		—		—	$	34,347,399
December 2010:
(November 28, 2010 through January 1, 2011)		—		—		—	$	34,347,399
Total		—		—		—

(1) Includes shares surrendered to cover the withholding taxes upon the vesting of restricted stock. In the fourth fiscal quarter of ~~2010~~2011, no shares were surrendered in lieu of taxes and, for the full year ~~2010~~2011, a total of 3214,~~739~~216 shares were surrendered in lieu of taxes.

(2) On November 9, 2004, the Company announced that the Board of Directors had authorized a share repurchase of up to $25 million in MDS stock. On May 9, 2006, the MDS Board of Directors authorized a $25 million increase in the share repurchase program, and on May 8, 2007, the Board authorized an additional $50 million increase. As of ~~January~~December 131, 2011, a total of approximately 3,248,100 shares had been repurchased under this plan since its inception. The average price of shares repurchased under the plan was approximately $20.21. This program has been suspended.

2325

Performance Graph

The following performance graph compares the Company’s cumulative total shareholder return on Common Stock from December 3130, ~~2005~~2006 to ~~January~~December 131, 2011 with the cumulative total return during the same periods of S&P 500 Index and Standard & Poor’s 600 Specialty Stores (the “peer group”), neither of which includes MDS. These comparisons ~~assume~~ assume an initial investment of $100 and the reinvestment of dividends.

LOGO

Company / Index	12/3130/0506		~~12/30/06~~	12/29/07		~~01/03/09~~	01/0203/1009		~~01/01/11~~	01/02/10		01/01/11		12/31/11
Midas, Inc.	~~100~~	100	~~125~~	80	64	58	46	46	44		37		35		37
S&P 500 Index	~~100~~	100	~~116~~	~~123~~	106	79	97	69	~~112~~		84		97		99
S&P 600 Specialty Stores	~~100~~	100	~~100~~	69	69	47	81	47	~~120~~		80		120		105

2426

Item 6.

Selected Financial Data

The following table presents selected historical financial information of MDS. The information set forth below should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements of MDS and the notes thereto. The operating results data set forth below for fiscal years ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009 and the balance sheet data as of the end of fiscal ~~2010~~2011 and ~~2009~~2010 are derived from, and are qualified by reference to, the audited financial statements of MDS included herein, and should be read in conjunction with those financial statements and the notes thereto. The operating results data for fiscal years ~~2007~~2008 and ~~2006~~2007 and the balance sheet data as of the end of fiscal ~~2008~~2009, ~~2007~~2008 and ~~2006~~2007 are derived from audited financial statements of MDS not included herein.

Fiscal Year (in millions except per share data)	~~2010~~2011			~~2009~~2010			~~2008~~2009		~~2007~~2008		~~2006~~2007
Operating results data:
Sales and revenues (a)	$	~~192~~183.46		$	~~182~~192.84		$	~~187~~182.48	$	~~178~~187.24	$	~~174~~178.92
European arbitration award (b)		2500.50			—25.5			—00.0		—00.0		—00.0
Business transformation charges (c)		—			3.2			1.6		3.7		3.3
Strategic review expenses (c)		3.2			0.0			0.0		0.0		0.0
Operating income (loss) (d)		(9.0	)		14.2			21.3		32.1		26.8
Business transformation charges (d)		0.0			0.0			3.2		1.6		3.7
Income (loss) before income taxes		(18.0	)		6.3			13.0		23.4		19.0
Operating income (loss) (e)		16.7			(9.0	)		14.2		21.3		32.1
Net income (loss)		(13.4	)		2.6			7.8		13.0		10.3
Income (loss) before income taxes		7.4			(18.0	)		6.3		13.0		23.4
Earnings (loss) per share—diluted	$	(0.97	)	$	0.19		$	0.56	$	0.89	$	0.66
Net income (loss)		4.0			(13.4	)		2.6		7.8		13.0
Earnings (loss) per share—diluted	$	0.28		$	(0.97	)	$	0.19	$	0.56	$	0.89
Balance sheet data:
Total assets	$	~~229~~215.78		$	~~228~~229.67		$	~~235~~228.46	$	~~215~~235.64	$	215.76
Obligations under capital leases and long-term debt		6474.30			7364.83			8573.8		7985.18		6579.21
Finance lease obligations		3029.51			3130.75			3231.87		3432.08		34.80
Accrued European arbitration award (b)		2500.50			—25.5			—00.0		—00.0		—00.0
Total shareholders’ equity		1716.2			2917.32			1929.63		2519.16		3325.21

(a) On March 30, 2008 Midas acquired the assets of G.C. & K.B. Investments, Inc. and its affiliated entities that franchise or sub-franchise SpeeDee quick-lube and automotive maintenance shops. During fiscal ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009, SpeeDee generated revenue of approximately $6.6 million, $56.16 million and $3.5.1 million, respectively.

(b) On March 3, 2011, an arbitral tribunal issued a judgment against the Company awarding damages of $25.5 million to MESA, an Italian company that operates the Midas system in Europe under a License Agreement and an Agreement of Strategic Alliance. See Note 212 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

(c) InOn ~~2005~~August 11, ~~MDS~~2011, ~~began~~the aCompany ~~process~~announced tothat ~~exit~~its ~~exhaust~~Board ~~manufacturing~~of ~~and~~Directors ~~distribution~~had ~~and~~retained toJ. ~~rationalize~~P. ~~the~~Morgan ~~company-operated~~Securities ~~shops~~to ~~operation.~~assist ~~These~~in ~~and~~the ~~other~~exploration ~~actions~~and ~~led~~evaluation toof ~~business~~strategic ~~transformation~~alternatives ~~charges~~to ~~for~~enhance ~~2006~~shareholder ~~through 2009~~value. ~~Business~~Strategic ~~transformation~~review ~~costs~~expenses ~~for~~in ~~fiscal~~2011 ~~years 2008 and 2009~~ are described in Note 172 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

(d) In ~~2010~~2005, ~~2009~~MDS began a process to exit exhaust manufacturing and ~~2008,~~distribution ~~the~~and ~~Company~~to ~~recorded~~rationalize ~~favorable~~the ~~pre~~company-~~tax~~operated ~~adjustments~~shops operation. These and other actions led to ~~its~~business ~~estimated~~transformation ~~warranty~~charges ~~liability~~for of2006 $0through 2009.3 ~~million,~~Business ~~$0.6~~transformation ~~million~~costs ~~and~~for ~~$3.4~~fiscal ~~million,~~year ~~respectively~~2009 are described in Note 18 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

25(e) In 2011, 2010 and 2009, the Company recorded favorable pre-tax adjustments to its estimated warranty liability of $1.2 million, $0.3 million and $0.6 million respectively.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Agreement and Plan of Merger

As described in Part I, Item 1 of this report, on March 12, 2012, we entered into the Merger Agreement with TBC and its wholly owned subsidiary. Pursuant to the terms of the Merger Agreement, and on the terms and subject to the conditions thereof, among other things, TBC and its subsidiary have commenced a cash tender offer to acquire all of the outstanding shares of our common stock at a price of $11.50 per share in cash. TBC is a subsidiary of Sumitomo Corporation of America.

If the tender offer is completed, then, subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, including, if required, receipt of approval by the stockholders of MDS, TBC’s subsidiary will merge with and into MDS, with MDS surviving as a wholly owned subsidiary of TBC.

Ongoing Business Activities

The following table presents, for the fiscal periods indicated, selected financial information as a percentage of total sales and revenues.

	Percentage of Sales and Revenues
Fiscal Year	~~2010~~2011			~~2009~~2010			~~2008~~2009
Franchise royalties and license fees		2729.65	%		2927.36	%		3029.53	%
Real estate revenues from franchised shops		1617.57			1716.85			1817.48
Company-operated shop retail sales		4036.36			3540.83			3235.8
Replacement part sales and product royalties		11.96			1311.89			1513.68
Warranty fee revenue		01.60			0.36			—0.3
Software sales and maintenance revenue		3.16			3.01			23.70
Sales and revenues		100.0			100.0			100.0
Franchised shops—occupancy expenses		1112.7			1211.47			12.24
Company-operated shop parts cost of sales		119.67			1011.06			810.60
Company-operated shop payroll and employee benefits		1715.23			1517.42			1315.94
Company-operated shop occupancy and other operating expenses		1311.38			1213.03			1112.10
Replacement part cost of sales		10.97			1210.59			1412.15
Warranty expense (benefit)		0.5			0.1			(1.4	)
Warranty expense		0.4			0.5			0.1
Selling, general, and administrative expenses		2627.27			2826.02			28.80
European arbitration award		13.3			—			—
Strategic review expenses		1.7			0.0			0.0
Loss on sale of assets, net		—			0.1			0.5
Asset impairment charge		0.3			0.0			0.0
Business transformation charges		—			1.8			0.8
European arbitration award		0.0			13.3			0.0
Total operating costs and expenses		104.7			92.3			88.6
Loss on sale of assets, net		0.6			0.0			0.1
Operating income (loss)		(4.7	)		7.7			11.4
Business transformation charges		0.0			0.0			1.8
Interest expense		(4.8	)		(4.5	)		(4.9	)
Total operating costs and expenses		90.9			104.7			92.3
Other income, net		0.1			0.2			0.4
Operating income (loss)		9.1			(4.7	)		7.7
Income (loss) before income taxes		(9.4	)		3.4			6.9
Interest expense		(4.5	)		(4.8	)		(4.5	)
Income tax expense (benefit)		(2.4	)		2.0			2.7
Other income (expense), net		(0.6	)		0.1			0.2
Net income (loss)		(7.0	)%		1.4	%		4.2	%
Income (loss) before income taxes		4.0			(9.4	)		3.4
Income tax expense (benefit)		1.8			(2.4	)		2.0
Net income (loss)		2.2	%		(7.0	)%		1.4	%

Company Overview

MDS management is focused on building shareholder value through the profitable growth of the Company. The three main drivers of profit growth for MDS are the refranchising of company-operated shops, increasing ~~the~~ shop count through the opening of additional franchised units and increasing comparable shop sales. These drivers are closely integrated, as the opening of franchises is much easier in an environment where franchised shop sales and profits are growing.

Refranchising Company-Operated Shops

While many of the company-operated shops are profitable, the company-operated shop business ishas historically been unprofitable as a whole. This is because the Company has historically acquired unprofitable shops from certain multi-shop franchisees in order to protect its markets. ~~Most~~For ~~recently~~example, the Company acquired 22 shops in Northern California from a financially and operationally troubled franchisee in January 2010. The Company acquired the shops in conjunction with a settlement between the franchisee and the California Attorney General and the California Bureau of Automotive Repair. These Northern California shops generated an operating loss of approximately $10.39 million in ~~2010~~fiscal 2011. The refranchising of company-operated shops, particularly those that are unprofitable, benefits the Company in a number of ways. First, the operating losses and capital investment requirements of the shops are replaced by royalty revenue that has minimal associated costs and capital investment. Second, the operational risks associated with running a shop on a day-to-day basis are no longer borne by the Company. Third, the Company is able to reduce corporate overhead in its company-operated shop business and in back-office support functions.

As of December 31, 2011, MDS operated 84 company-operated Midas, SpeeDee and Midas-SpeeDee Co-Branded shops. Many of these shops are currently targeted for refranchising. During fiscal 2011, the Company refranchised 26 company-operated shops, acquired one shop from a Midas franchisee, reopened three previously closed shops and closed one shop. The Company expects to refranchise additional shops during 2012.

royalty revenue that has minimal associated costs and capital investment. Second, the operational risks associated with running a shop on a day-to-day business are no longer borne by the Company. Third, the Company is able to reduce corporate overhead in its company-operated shop business and in back-office support functions.

As of January 1, 2011, MDS operated 107 company-operated Midas, SpeeDee and Midas-SpeeDee Co-Branded shops. Most of these shops are currently targeted for re-franchising. The Company refranchised 22 company-operated shops in fiscal 2010 and expects to refranchise additional shops during 2011. The Company would like to reduce to size of the company-operated shop portfolio to fewer than 50 shops. Achieving this goal will be a multi-year process for the Company.

Growing Shop Count

~~Sales performance among U.S.~~ Midas shops varies dramatically between the top-third performing shops and the bottom-third performing shops. In fiscal 2010, the top-third performing shops reported comparable shop sales increases of over 17%, including a 9% increase in brake sales, while the bottom-third performing shops experienced a 9% decline in sales, including a 12% decline in brake sales. The Company believes that the disparity in performance is ~~substantially due to the fact that Midas is~~ an older franchise system and ~~that~~ certain long-term franchisees are struggling with the ongoing changes required to adapt to the current automotive aftermarket. As a result, the Company has been working diligently to identify those franchisees that cannot or will not adapt to the new environment and has been assisting them in transitioning out of the Midas system in favor of new franchise ownership.

The benefits of transitioning Midas shops to new franchisees can be seen in the performance of these shops. Sales at shops within the first year after transition have historically far outperformed the sales performance of the broader Midas system. In some cases, the improvement is dramatic with sales rising by more than 100%. InThe ~~the next several years the~~ Company ~~hopes~~works to accelerate the number of transitions each year and thereby increase the capacity of the Midas system as a whole to adapt to and succeed in ~~this~~the ~~new~~ current business environment. Additionally, the Company ~~hopes~~is working to ~~significantly~~ increase the number of single-shop, owner-operator franchisees. ~~Currently~~As of January 1, ~~about~~2011, 30approximately 29% of shops in the Midas system ~~are~~were owned by single-shop franchisees compared to 22% in 2005. MDS management strongly believes the automotive service business is often best managed by single-shop owners who work the business on a daily basis.

In addition to transitions, the Company believes that the ~~re-opening~~ reopening of previously-operated Midas shops (i.e., “available shop inventory”) and ~~the~~matching ~~acquisition/conversion~~prospective offranchisees with sellers of competing automotive repair centers both provide a significant opportunity to grow the North American franchise system.

As of January 1, 2011, the Company’s available shop inventory consisted of 71 shops, 16 of which were owned by the Company and 55 of which were leased from third parties. During 2010, the Company collected an average annual rent amount of approximately $60,000 from the locations it leased to franchisees and collected an average of $29~~,000~~ in royalties from each Midas shop in North America. Therefore, the reopening of these previously operated shops has the potential of adding significant revenues and operating profits in the future. The annual base rent obligation on the 55 shops that are leased from third parties is approximately $2.8 million.

TheTable Company also believes that the acquisition of existing automotive repair shops, as well as the conversion of independent repair facilities to the Midas, SpeeDee or Co-Brand formats, is the most efficient way to grow the MDS system. Furthermore, the Company believes that the current economic environment will result in an increase in acquisition and conversion opportunities, as competitors struggle to remain viable. Contents

As of December 31, 2011, the Company’s available shop inventory consisted of 64 shops, including 16 that are owned by the Company and 48 that are leased from third parties. During 2011, the Company collected an average annual rent of approximately $63,000 from the locations it leased to franchisees and collected an average of approximately $32,000 in royalties from each Midas shop in North America. Therefore, the reopening of these previously operated shops has the potential of adding significant revenues and operating profits in the future. The annual base rent obligation on the 48 shops that are leased from third parties is approximately $2.4 million. In addition to franchising these locations, the Company is also working to sell or sublease certain of these shop properties as a means for improving the Company’s real estate profitability.

In March 2011, the Company completed the identification of nearly 600 trade areas in North America eligible for expansion for the Midas or Midas-SpeeDee Co-Brand formats. The Company is targeting growth in these areas through de novo development and reopening of existing closed repair facilities. In addition, the Company believes that the acquisition of existing automotive repair shops, as well as the conversion of independent repair facilities to the Midas, SpeeDee or Co-Brand formats, in these trade areas is the most efficient way to grow the MDS system. Furthermore, the Company believes that the current economic environment will result in an increase in acquisition and conversion opportunities, as competitors struggle to remain viable and aging independent operators seek an exit strategy.

In connection with the Company’s new development trade area work, the pipeline of new shops in development has been an area of major focus. At the close of fiscal 2010, the Company had only six new shop locations either scheduled to open or with franchisee candidates conducting active site searches. That number had grown to 21 shop locations by the end of fiscal 2011. The Company expects to continue to build its pipeline of active new site searches during 2012 and has a target of 25 new shop openings in 2012 and 40 per year thereafter.

Growing Comparable Shop Sales

The Company believes that the key to growing sales in the Midas system in North America is to grow average daily car count by focusing on those services that are most critical to the regular maintenance of vehicles; namely, oil and other fluid exchanges, brake replacement and tire replacement. These services are required of all vehicles at periodic intervals and management believes future success in automotive service requires that a service provider possess expertise, credibility and top-of-mind consumer awareness in all three categories.

27As a result, in 2009, the Company changed its promotional advertising strategy in the U.S. from national television advertising to a more locally-focused advertising approach featuring value-priced oil changes. We believe this change has had a significant impact on average daily car count per shop, as car count grew by 12% in fiscal 2009, 10% in fiscal 2010 and 2% in fiscal 2011. Daily car count growth slowed in 2011 as franchisees reduced their offering of value-priced oil changes as a means to grow profits. However, having seen the impact on car count, franchisees once again plan to promote value-priced oil changes in 2012. The Company believes that this value-priced, locally-focused oil change advertising strategy will provide an opportunity to form broader, longer-term relationships with these new customers for brake repairs, factory scheduled maintenance and major repairs.

Comparable shop sales of oil changes in North America have increased in each of the past three years including growth of 27% in 2009, 16% in 2010 and 5% in 2011. However, revenues from this category still represent less than 10% of U.S. Midas system sales, and the typical Midas shop performs approximately eight oil changes per day. While oil change revenue and car count have been growing over the past several years, management believes the Midas system has the capacity to significantly increase that number.

With respect to growing brake sales, the Company has been and continues to deliver training that is focused on establishing greater operating uniformity throughout the Midas system, including phone handling, customer interaction, product stocking and the brake inspection process, as well as the customer follow-up process. While

~~vehicles;~~comparable ~~namely,~~shop ~~oil~~brake ~~and~~sales ~~other~~were ~~fluid~~down ~~exchanges,~~across ~~brake~~the ~~replacement~~Midas ~~and~~system ~~tire~~in ~~replacement.~~2011, ~~These~~the ~~services~~execution ~~are required~~ of ~~all~~this ~~vehicles~~strategy atresulted ~~periodic intervals and management believes future success~~ in ~~automotive service requires that~~ a ~~service~~5% ~~provider~~comparable ~~possess~~shop ~~expertise,~~brake ~~credibility~~sales ~~and~~increase ~~top-of-mind awareness~~ in ~~all~~company-operated ~~three~~shops ~~categories.~~during 2011.

AsThe ~~a result, in 2009, the~~ Company ~~changed~~also ~~its~~continues ~~promotional~~to ~~advertising~~believe ~~strategy~~that in the ~~U.S.~~sales ~~from~~of ~~national~~tires ~~television~~and ~~advertising~~related totire aservices ~~more~~represent ~~locally-focused advertising approach featuring value-priced oil changes. This change has had~~ a significant ~~impact~~opportunity for onsales ~~average~~growth ~~daily~~at ~~car~~Midas. ~~count~~Comparable ~~per~~ shop, assales ~~car~~of ~~count~~tires ~~grew by 12% in fiscal 2009~~ and byrelated antire ~~additional~~services ~~10%~~ in ~~fiscal~~the ~~2010~~U.S. ~~The~~increased ~~Company~~significantly ~~believes~~in ~~that~~each ~~this~~of ~~value-priced,~~the ~~locally-focused~~prior ~~oil~~five ~~change advertising~~years ~~strategy~~and ~~will~~were ~~provide~~up anover ~~opportunity~~2% toin ~~form~~fiscal ~~broader, longer-term relationships with these new customers for brake repairs, factory scheduled maintenance and major repairs~~2011.

~~Comparable~~Finally, ~~shop~~the ~~sales~~Company ofbelieves ~~oil~~that ~~changes~~by inco-branding ~~North~~Midas ~~America~~and ~~have~~SpeeDee ~~increased~~shops inby ~~each~~combining ofinto ~~the~~one ~~past~~location ~~three~~Midas’ ~~years~~expertise ~~and rose 16%~~ in ~~fiscal 2010.~~general ~~However,~~repairs ~~revenues~~and ~~from~~strong ~~this~~brand ~~category~~awareness ~~still~~with ~~represent~~SpeeDee’s ~~less~~strength ~~than~~in ~~10%~~executing ofquick-lube ~~U.S.~~and ~~Midas~~fluid ~~system sales~~exchanges, ~~and~~that ~~the~~it ~~typical~~has ~~Midas~~created ~~shop~~a ~~performs~~powerful ~~approximately~~new ~~eight~~format ~~oil~~focused ~~changes~~on ~~per~~satisfying ~~day.~~the ~~While~~needs ~~oil~~of ~~change~~time-pressed ~~revenue~~consumers ~~and~~seeking ~~car~~value, ~~count~~excellence ~~have~~in ~~been~~service ~~growing over the past~~and ~~several~~a ~~years,~~long-term ~~management~~auto ~~believes~~service ~~the Midas system has the capacity to significantly increase that number~~relationship.

~~With~~The ~~respect~~Company ~~to growing~~began ~~brake~~testing ~~sales,~~this ~~the~~concept ~~Company~~by ~~has~~co-branding ~~been~~four ~~and~~franchised ~~continues~~SpeeDee toshops ~~deliver~~in late ~~training~~2008 ~~that~~and isfour ~~focused~~Midas oncompany-operated ~~establishing~~shops ~~greater~~in ~~operating~~early ~~uniformity~~2009. ~~throughout~~At the ~~Midas~~end ~~system~~of 2011, ~~including~~there ~~phone~~were ~~handling,~~75 ~~customer~~co-branded ~~interaction~~shops, ~~product~~including ~~stocking~~19 SpeeDee shops that have added Midas repairs and ~~the~~services ~~brake~~and 53 Midas shops that have added SpeeDee oil change services. ~~inspection~~Thus ~~process,~~far asthree ~~well~~brand-new asfranchised ~~the~~Midas-SpeeDee ~~customer~~shops ~~follow~~opened in the Co-upBrand ~~process~~format, including one in Texas in late 2011.

~~The~~During ~~Company~~fiscal ~~also~~2011, ~~continues~~the comparable shop sales increase for SpeeDee franchised shops that have converted to ~~believe~~the Co-Brand format was 2.3%, while the comparable shop sales increase for Midas franchised shops that have converted to the Co-Brand format was 14.5%. These comparable shop sales increases include the 29 shops co-branded in 2011 along with the 46 shops co-branded during the period 2008 through 2010. While most of ~~tires~~the SpeeDee Co-Brand conversion activity is complete due to overlapping trade areas with existing Midas shops, the Midas Co-Brand conversion activity has only just begun as Midas franchisees operate just 23 ~~and~~Co-Branded ~~related~~shops ~~tire~~as ~~services~~of ~~represent~~the aend ~~significant~~of ~~opportunity~~fiscal ~~for~~2011. With so few franchised shops Co-Branded, the results have not yet meaningfully impacted sales ~~growth~~for atthe overall Midas system. ~~Comparable~~However, ~~shop~~the sales ofresults ~~tires~~have encouraged numerous Midas franchisees to explore conversion to the Co-Brand format and ~~related~~as ~~tire~~such ~~services~~the Company expects significant growth in the Unumber of Midas franchised shops converting to the Co-Brand format in the coming years.S. ~~increased~~The ~~significantly~~Company expects to increase the Co-Brand shop count by 100 in ~~each~~2012 and most of those will be the ~~prior~~result ~~four~~of ~~years~~Midas ~~and~~franchisees ~~were~~converting upshops ~~nearly~~to 8%the inCo-Brand ~~fiscal 2010~~format.

Finally, the Company believes that by Co-Branding Midas and SpeeDee shops by combining into one location Midas’ expertise in general repairs and strong brand awareness with SpeeDee’s strength in executing quick-lube and fluid exchanges, that it has created a powerful new format focused on satisfying the needs of time-pressed consumers seeking value, excellence in service and a long-term auto service relationship.

The Company began testing this concept by co-branding 4 franchised SpeeDee shops in 2008 and 4 Midas company-operated shops in early 2009. At the end of 2010, there were 46 co-branded shops, including 16 SpeeDee shops that have added Midas repairs and services and 29 Midas shops that have added SpeeDee oil change services. A brand-new franchised Midas-SpeeDee shop opened as a co-brand in Texas in late 2009.

There are 14 company-operated Midas shops in the Chicago and San Diego areas that added SpeeDee services in 2009. These shops reported comparable shop sales increases of 8% for the year. An additional 12 Midas company shops added SpeeDee in 2010. Sales at these shops were up by 14% during the portion of the year they were co-branded. Two Midas franchisees added SpeeDee services to their Midas shops in late 2009 and a third Midas franchisee added SpeeDee in the third quarter of 2010. Comparable shop retail sales at these franchised locations increased by 18% during the portion of the year they were co-branded.

MDS management believes that while the current economic environment, and the need to develop stronger customer relationships and improve operations execution, pose significant challenges for automotive aftermarket service providers, the potential to succeed is significant for those automotive service providers that are willing and able to adapt.

Fiscal Reporting Periods

Fiscal 2011, 2010 and ~~fiscal~~ 2009 were each comprised of 52 weeks~~, while fiscal 2008 was comprised of 53 weeks~~. The extra week in fiscal year 2008 did not have a material impact on results of operations because the approximately $2 million in additional revenues were completely offset by a similar amount of additional costs and expenses.

Results of Operations—Fiscal 2011 Compared to Fiscal 2010

Total sales and revenues for fiscal 2011 decreased $8.8 million, or 4.6%, from fiscal 2010. Within the retail auto service business, royalty revenues and license fees were $54.2 million in fiscal 2011 compared to $53.0 million in fiscal 2010. This increase primarily reflects a comparable shop sales increase of 2.3% in the U.S., a weaker U.S. dollar that increased the value of Canadian royalties and an increase in royalties due to refranchising of company-operated shops. These positive factors were partially offset by shop closures in North America. License fees from the Company’s European licensee of approximately $4.3 million for fiscal 2011 and $4.1 million for fiscal 2010 are included in franchise royalties and license fees.

Revenues from real estate leases increased by $0.7 million from $31.8 million in fiscal 2010 to $32.5 million in fiscal 2011 due to higher percentage rent revenues as a result of higher comparable shop retail sales, an increase in the number of rent producing shops and a more favorable Canadian currency exchange rate.

Sales from company-operated shops were $67.2 million in fiscal 2011 compared to $77.6 million in fiscal 2010. The revenue decline reflects a decrease in the shop count from 107 at the end of fiscal 2010 to 84 at the end of fiscal 2011. Sales at Midas company-operated shops increased 4.6% on a comparable shop basis for the year.

Replacement part sales and product royalties were $21.3 million in fiscal 2011, a decline of $1.6 million from fiscal 2010, primarily due to lower sales of tires to Midas franchisees. Warranty fee revenue increased $0.7 million to $1.9 million as redemptions from the new warranty program continue to grow as the program matures. Warranty fee revenue is recognized as redemptions occur and is offset by an equivalent amount of warranty expense. Software sales and maintenance revenue of $6.5 million in fiscal 2011 increased $0.6 million over fiscal 2010.

Total operating costs and expenses of $166.9 million in fiscal 2011 declined 17.1% from $201.4 million in fiscal 2010. Fiscal 2011 included strategic review costs of $3.2 million and asset impairment charges of $0.5 million. Fiscal 2010 included the $25.5 million European arbitration award. Exclusive of these items, total operating costs and expenses would have been $163.2 million in fiscal 2011 and $175.9 million for fiscal 2010, a $12.7 million or 7.2% decrease.

Occupancy expenses for franchised shops increased $0.8 million to $23.3 million in fiscal 2011 primarily due to one-time rent concessions, lease buyouts, the settlement of a lease dispute and a higher Canadian exchange rate. Company-operated shop costs and expenses declined to $67.7 million in fiscal 2011 from $81.0 million in fiscal 2010. The decrease in operating expenses was primarily driven by the lower shop count. Company-operated shop parts cost of sales improved from 28.7% of company-operated shop sales in fiscal 2010 to 26.6% in fiscal 2011, primarily as a result of increased pricing and higher inventory levels, which led to lower parts acquisition costs as parts carried in inventory have lower acquisition costs than parts purchased locally. Company-operated shop payroll and employee benefit costs improved to 42.0% of company-operated shop sales in fiscal 2011 compared to 42.8% in the prior year. Company-operated shop occupancy and other expenses as a percentage of company-operated shop sales improved to 32.1% for fiscal 2011 compared to 32.9% for the prior year.

Replacement part cost of sales increased to 92.0% of replacement part sales and product royalties, from 91.7% in fiscal 2010. The Company recorded warranty expense of $0.7 million for fiscal 2011 compared to $0.9 million in fiscal 2010. Fiscal 2011 included a $1.2 million warranty benefit due to a reduction in the legacy warranty liability as a result of a revised estimate of future redemptions and warranty costs. A similar adjustment of $0.3 million was recorded in fiscal 2010. Exclusive of the adjustments to the legacy warranty liability, warranty expense under the new program increased from $1.2 million in fiscal 2010 to $1.9 million in fiscal 2011 due to higher warranty redemptions as the new warranty programs mature.

If redemption rates continue to fall or the estimated cost of warranty redemptions declines in the legacy warranty program, it is possible that additional warranty benefits will be recorded in future periods.

In the past several years, there have been changes in the warranty programs in the U.S. and Canada where Midas franchisees are now responsible for directly funding the new warranty programs. The Company’s future warranty expense under the new programs will be exactly offset by warranty fee revenue, except for any adjustments that are made to the legacy warranty liability.

Selling, general and administrative expenses increased to $50.8 million in fiscal 2011 from $50.5 million in fiscal 2010. The $0.3 million increase was primarily due to higher benefit costs and performance-based incentive compensation partially offset by savings in depreciation and bad debt.

The Company recorded $3.2 million of costs associated with the review of strategic alternatives announced on August 11, 2011. This amount includes the accrual of a fee of $2.0 million, the minimum amount that will be paid to JP Morgan Securities as part of the review of strategic alternatives. This amount also includes the cost of real estate appraisals and legal expenses.

During fiscal 2011, the Company recorded net losses on the sale of assets, primarily certain company-operated shop assets, of $1.1 million. No net gain or loss on sale of assets was recorded in fiscal 2010.

The Company recorded an asset impairment charge of $0.5 million because certain properties appraised in conjunction with the strategic review were valued at less than their respective carrying cost. Overall, the portfolio of 208 properties, with aggregate carrying costs of approximately $45.5 million, was appraised at approximately $104.9 million.

As a result of the above changes, operating income increased $25.7 million to $16.7 million in fiscal 2011 from a $9.0 million loss in fiscal 2010. Operating income margin increased to 9.1% of sales in fiscal 2011 from (4.7%) of sales in fiscal 2010.

Interest expense was $8.2 million in fiscal 2011 compared to $9.3 million in fiscal 2010. Interest expense decreased in fiscal 2011 primarily due to the expiration of two interest rate swaps in late 2010.

The Company recorded other expense of $1.1 million in fiscal 2011 and other income of $0.3 million in fiscal 2010. The Company recorded a net foreign currency re-measurement loss on the European arbitration award of $1.4 million in first four months of fiscal 2011, which was included in the $1.1 million other expense. Excluding this charge, the Company would have generated other income of $0.3 million in fiscal 2011.

The Company’s effective tax rate was 46.4% in fiscal 2011 compared to (25.5%) in fiscal 2010 and the 2011 statutory tax rate of 39.2%. The higher tax rate than the statutory rate in fiscal 2011 was primarily due to the revaluation of the U.S. deferred tax asset associated with restricted stock that vested in May of 2011 at stock prices that were lower than the stock prices on the day these awards were initially granted. The rate was also affected by incremental nondeductible expenses, a rate adjustment to the Canadian deferred tax asset, and by the forfeiture of certain restricted stock shares by current executives. The variance in the fiscal 2010 tax rate from the statutory rate was primarily due to the $25.5 million European arbitration award, which resulted in a net operating loss for the year. In addition, the effective tax rate was impacted by the revaluation of the U.S. deferred tax asset associated with restricted stock that vested in May and July 2010 at a stock price that was lower than the stock price on the day these awards were initially granted. The rate was also affected by an increase in the valuation allowance against the foreign tax credit carryover based on expected utilization. Finally, the rate was negatively impacted by the forfeiture of certain restricted shares by former executives.

As a result of the above items, net income increased $17.4 million from a net loss of $13.4 million in fiscal 2010 to net income of $4.0 million in fiscal 2011.

Results of Operations—Fiscal 2010 Compared to Fiscal 2009

Total sales and revenues for fiscal 2010 increased $9.6 million, or 5.3%, from fiscal 2009. Within the retail auto service business, royalty revenues and license fees decreased $0.6 million, or 1.1%, from fiscal 2009. This decrease primarily reflects fewer shops in operation in North America, growth in the company-operated shop portfolio and weakness in Canadian retail sales, partially offset by a comparable shop sales increase of 3.3% in the U.S., and a weaker U.S. dollar that increased the value of Canadian royalties.

Revenues from real estate leases declined $0.8 million to $31.8 million driven by a net reduction in the number of shops paying rent to Midas due to shop closures and the acquisition of company-operated shops from franchisees, partially offset by a more favorable Canadian currency exchange rate.

Sales from company-operated shops were $77.6 million in fiscal 2010 compared to $65.4 million in fiscal 2009. The increased revenues reflect an increase in the average company-operated shop count in the past year, as well as an increase in comparable shop sales of 2.9% for Midas company-operated shops.

Replacement part sales and product royalties decreased 9.5% from $25.3 million to $22.9 million in fiscal 2010 primarily due to lower sales of tires to Midas franchisees. While comparable shop sales of tires grew by nearly 8% in 2010, franchisees are shifting their purchases to regional wholesalers who bill shops directly for their tires purchases. Warranty fee revenue increased $0.7 million to $1.2 million as 2010 was the third year under the new U.S. warranty program and redemptions grew. Warranty fee revenue is recognized as redemptions occur and is offset by an equivalent amount of warranty expense. Software sales and maintenance revenue increased $0.5 million to $5.9 million reflecting continued growth in the Company’s R.O. Writer point-of-sale software business, especially with customers outside of the Midas system.

Total operating costs and expenses increased $32.8 million, or 19.5%, in fiscal 2010 to $201.4 million. Occupancy expenses for franchised shops declined $0.2 million to $22.5 million in fiscal 2010 due to fewer franchised shops under lease during the period. Company-operated shop costs and expenses rose to $81.0 million in fiscal 2010 from $68.3 million in fiscal 2009. The increase in operating expenses was driven by the higher average shop count and higher comparable shop sales, as well as the incremental overhead required to support the higher shop count. Payroll and employee benefit costs improved to 42.8% of company-operated shop sales in fiscal 2010 compared to 43.0% in the same period of the prior year. Company-operated shop occupancy and other expenses as a percentage of company-operated shop sales improved to 32.9% for fiscal 2010 compared to 33.6% for the same period in the prior year. Company-operated shop parts cost of sales increased from 27.8% of company-operated shop sales in fiscal 2009 to 28.7% in fiscal 2010, primarily as a result of an increase in the proportion of sales of lower margin oil and tires and higher discounts.

Replacement part cost of sales increased slightly in fiscal 2010 to 91.7% of replacement part sales and product royalties from 90.5% in fiscal 2009. Warranty expense in fiscal 2009 was $0.9 million compared to an expense of $0.1 million in fiscal 2009. This increase is directly related to the increase in warranty fee billings.

Selling, general and administrative expenses in fiscal 2010 decreased $0.7 million, or 1.4%, from fiscal 2009 to $50.5 million. The decrease was primarily the result of cost containment measures initiated in late 2009.

The Company recorded a $25.5 million European arbitration award as an expense in fiscal 2010 as a result of a ruling by an arbitral tribunal on March 3, 2011. See Note 212 of Notes to Consolidated Financial Statements for a more detailed discussion.

During fiscal 2010, the Company sold and refranchised 22 company-operated shops and gains were essentially offset by losses. During fiscal 2009, the Company recorded a net loss on sale of $0.2 million in connection with the sale of certain company-operated shop assets.

In fiscal 2010, the Company recorded no business transformation charges. During fiscal 2009, MDS recorded business transformation charges of $3.2 million. The charges include $0.4 million for severance in connection with a reduction in force, $0.8 million of lease and other costs related to the closure of four unprofitable company-operated shops, and $1.5 million in third party consulting costs related to development of the Co-Brand building image, the re-design of the customer sales and follow-up process (and subsequent restructuring of the field organization) and a study of the Midas France business and marketplace. In addition, approximately $0.1 million is related to the changeover of the Canadian warranty program and $0.4 million is part of the Company’s final funding of the rollout of a new shop image for Canadian Midas franchisees.

As a result of the above changes, operating income decreased $23.2 million to a loss of $9.0 million in fiscal 2010 from $14.2 million in fiscal 2009 and operating income margin decreased to (4.7)% of sales from 7.8% of sales.

Interest expense was $9.3 million in fiscal 2010 compared to $8.3 million in fiscal 2009. Interest expense increased in fiscal 2010 primarily due to an increase in the Company’s average borrowing rate as a result of the resetting of interest rate spreads to current market rates when the Company extended its credit agreement in December 2009.

Other income was $0.3 million in fiscal 2010 compared to $0.4 million in fiscal 2009. Other income consists primarily of interest income on overdue customer accounts and foreign currency exchange gains or losses.

The Company’s effective tax rate was (25.5)% in fiscal 2010 compared to 58.7% in fiscal 2009 and the 2010 statutory tax rate of 39.2%. The variance in the fiscal 2010 tax rate from the statutory rate was primarily due to the $25.5 million European arbitration award, which resulted in a net operating loss for the year. In addition, the effective tax rate was impacted by the revaluation of the U.S. deferred tax asset associated with restricted stock that vested in May and July 2010 at a stock price that was lower than the stock price on the day these awards were initially granted. The rate was also affected by an increase in the valuation allowance ~~against~~the write down of the foreign tax credit carryover based on to expected utilization. Finally, the rate was negatively impacted by the forfeiture of certain restricted shares by former executives. The fiscal 2009 variance from the statutory rate was due to the revaluation of the U.S. deferred tax asset associated with restricted stock that vested in May 2009 at a stock price that was lower than the stock price on the day these awards were initially granted, as well as a revaluation of the Canadian deferred tax asset due to a reduction in certain provincial corporate income tax rates enacted during fiscal 2009.

As a result of the above items, primarily because of the $25.5 million European arbitration award, net income decreased $16.0 million from net income of $2.6 million in fiscal 2009 to a net loss of $13.4 million in fiscal 2010.

Results of Operations—Fiscal 2009 Compared to Fiscal 2008

Total sales and revenues for fiscal 2009 declined $4.6 million, or 2.5%, from fiscal 2008. Within the retail auto service business, royalty revenues and license fees decreased $3.6 million, or 6.3%, from fiscal 2008. This decrease reflects fewer selling days, weakness in Midas retail sales as total North American comparable shop sales declined 1.6%, a reduction in the number of Midas shops in operation due to shop closures, a stronger U.S. dollar reducing the value of Canadian and European royalties and lower franchise fees. While royalty revenue in the Midas system was down in fiscal 2009, U.S. car count rose by 14% and U.S. oil change revenues increased by 27% on a comparable shop basis as the Company used value-priced oil changes to acquire new customers in 2009.

Revenues from real estate leases declined $2.0 million to $32.6 million driven by a net reduction in the number of shops paying rent to Midas due to shop closures, lower revenue from sales-based rental agreements and a weaker Canadian dollar.

Sales from company-operated shops were $65.4 million in fiscal 2009 compared to $61.4 million in fiscal 2008. The increased revenues reflect an increase in comparable shop sales of 2.4% during fiscal 2009, as well as an increase in the company-operated shop count due to net shop acquisitions in the past 12 months.

Replacement part sales and product royalties decreased 13.4% from $29.2 million to $25.3 million in fiscal 2009 as equipment revenue and sales of tires to U.S. franchisees declined. The Company recorded lower sales of tires to U.S. Midas franchisees despite the fact that tire revenues grew 7.9% at retail. U.S. Franchisees are purchasing more tires from local distributors approved by Bridgestone-Firestone in order to diversify their tire offering. These local purchases are direct between the Midas franchisee and the local tire distributor and are therefore not included in sales and revenues. Software sales and maintenance revenue increased $0.4 million to $5.4 million reflecting continued growth in the Company’s R.O. Writer point-of-sale software business, especially with customers outside of the Midas system.

Total operating costs and expenses increased $2.5 million, or 1.5%, in fiscal 2009 to $168.6 million. Occupancy expenses for franchised shops declined $0.1 million to $22.7 million in fiscal 2009 due to fewer shops under lease. Company-operated shop costs and expenses rose to $68.3 million in fiscal 2009 from $63.0 million in fiscal 2008. The increase in operating expenses was driven by higher sales, additional shops and incremental overhead required to support the higher shop count, and one-time costs associated with launching the Co-Brand test concept in Chicago and San Diego. Payroll and employee benefit costs increased to 43.0% of company-operated shop sales in fiscal 2009 compared to 42.5% in the same period of the prior year, primarily due to increased headcount to launch the Chicago and San Diego Co-Brand units. Company-operated shop occupancy and other expenses as a percentage of company-operated shop sales were 33.6% for fiscal 2009 compared to 33.9% for the prior year. Company-operated shop cost of sales increased from 26.2% of company-operated shop sales in fiscal 2008 to 27.8% in fiscal 2009, primarily as a result of an increase in the proportion of sales of oil and tires and higher discounts that helped to drive customer traffic.

Replacement part cost of sales increased to 90.5% of replacement part sales and product royalties, from 90.4% in fiscal 2008. Warranty expense in fiscal 2009 was $0.1 million compared to a benefit of $2.7 million in fiscal 2008. U.S. warranty expense increased each quarter during fiscal 2009 and no warranty expense was recorded in Canada in the second half of 2009. Both trends reflect changes in the warranty programs in both countries whereby Midas franchisees are now responsible for funding the warranty program and the Company’s future warranty expense will be exactly offset by warranty revenue. In fiscal 2009, the Company recorded favorable adjustments totaling $0.6 million to its U.S. and Canadian warranty reserves due to a change in estimate for the expected redemption rates for warranted product sold by Midas franchisees. In fiscal 2008, the Company recorded favorable adjustments totaling $3.4 million to its U.S. and Canadian warranty reserves due to a change in estimate for the expected redemption rates for warranted product sold by Midas franchisees.

Selling, general and administrative expenses in fiscal 2009 declined $2.9 million, or 5.4%, from fiscal 2008 to $51.2 million. The decrease was achieved despite incremental operating expenses related to the vesting of certain restricted stock, as well as ongoing legal costs for two purported class action lawsuits and the MESA arbitration.

During fiscal 2009, MDS recorded business transformation charges of $3.2 million. The charges include $0.4 million for severance in connection with a reduction in force, $0.8 million of lease and other costs related to the closure of four unprofitable company-operated shops, and $1.5 million in third party consulting costs related to development of the Co-Brand building image, the re-design of the customer sales and follow-up process (and subsequent restructuring of the field organization) and a study of the Midas France business and marketplace. In addition, approximately $0.1 million is related to the changeover of the Canadian warranty program and $0.4

million is part of the Company’s final funding of the rollout of a new shop image for Canadian Midas franchisees. During fiscal 2008, the Company recorded business transformation charges of $1.6 million. The 2008 charges reflected $1.3 million for the Company’s partial funding of the rollout of a new shop image for Midas franchisees and $0.3 million for the closure of an unprofitable company operated shop.

During fiscal 2009, the Company recorded a loss on sale of $0.2 million in connection with the sale of certain company-operated shop assets. During fiscal 2008, the Company recorded a loss on sale of $0.9 million in connection with the sale of certain shop assets.

As a result of the above changes, operating income decreased $7.1 million to $14.2 million in fiscal 2009 from $21.3 million in fiscal 2008 and operating income margin decreased to 7.8% of sales from 11.4% of sales.

Interest expense was $8.3 million in fiscal 2009 compared to $9.1 million in fiscal 2008. Interest expense declined in fiscal 2009 due to lower average bank debt compared to the prior year and a reduction in the Company’s average borrowing rate.

Other income was $0.4 million in fiscal 2009 compared to $0.8 million in fiscal 2008. Other income consists primarily of interest income on overdue customer accounts and foreign currency exchange gains or losses.

The Company’s effective tax rate was 58.7% in fiscal 2009 compared to 40.3% in fiscal 2008 and the 2009 statutory tax rate of 39.2%. The fiscal 2009 variance from the statutory rate was primarily due to the revaluation of the remaining U.S. deferred tax asset associated with restricted stock that vested in May 2009 at a stock price that was lower than the stock price on the day these awards were initially granted, as well as a revaluation of the Canadian deferred tax asset due to a reduction in corporate income tax rates for both Ontario and British Columbia enacted during fiscal 2009.

As a result of the above items, net income decreased $5.2 million from net income of $7.8 million in fiscal 2008 to net income of $2.6 million in fiscal 2009.

Liquidity, Financial Condition and Capital Resources

Following is a summary of the Company’s cash flows from operating, investing and financing activities for fiscal ~~2010~~2011 and ~~2009~~2010, respectively (in millions):

	2010			2009
Fiscal Year	2011			2010
Cash provided by operating activities before cash outlays for business transformation costs and net changes in assets and liabilities	$	18.1		$	22.1
Cash provided by operating activities before payment of European arbitration award and net changes in assets and liabilities		13.9		$	17.9
Cash outlays for business transformation costs		(0.2	)		(2.0	)
Payment of European arbitration award		(22.4	)		0.0
Net changes in assets and liabilities, exclusive of the effects of European arbitration award, business transformation charges, acquisitions and dispositions		(1.9	)		(0.7	)
Net changes in assets and liabilities, exclusive of the European arbitration payment, acquisitions and dispositions		0.0			(1.9	)
Net cash provided by operating activities		16.0			19.4
Net cash provided by (used in) operating activities		(8.5	)		16.0
Net cash used in investing activities		(40.90	)		(4.19	)
Net cash used in financing activities		(11.4	)		(15.5	)
Net cash provided by (used in) financing activities		8.1			(11.4	)
Net change in cash and cash equivalents	$	(0.34	)	$	(0.23	)

The Company’s cash management system permits the Company to make daily borrowings and repayments on ~~its~~ its revolving line of credit, allowing MDS to minimize interest expense and to maintain a low cash balance. The Company’s cash and cash equivalents decreased $0.34 million in fiscal ~~2010~~2011.

32On April 7, 2011 MDS paid its European licensee, MESA S.p.A. (“MESA”) $22.4 million as a result of the March 3, 2011 arbitration ruling by the arbitral tribunal based in Geneva, Switzerland.

The Company’s operating activities used net cash of $8.5 million during fiscal 2011 compared to $16.0 million provided by operations in fiscal 2010. Excluding the payment of the European arbitration award and net changes in assets and liabilities, cash provided by operating activities declined from $17.9 million in fiscal 2010 to $13.9 million in fiscal 2011, primarily due to a $2.0 million decline in depreciation and amortization, a $4.8 million higher utilization of the deferred tax asset and a $0.9 million increase in the warranty liability adjustment.

~~The Company’s operating activities provided net cash of $16.0 million during fiscal~~ ~~2010~~These ~~compared~~amounts towere ~~$19.4~~partially ~~million~~offset ~~of cash provided~~ by ~~operations~~higher innet ~~fiscal 2009. Excluding changes in assets and liabilities and cash outlays for business transformation charges~~income, ~~cash provided by operating activities decreased~~ $~~4.0 million from $22.~~1 ~~million in fiscal 2009 to $18~~.1 million inof ~~fiscal~~losses ~~2010,~~on ~~primarily~~sale ~~due~~of toassets ~~a $25.5 million increase~~ in ~~European~~fiscal ~~arbitration~~2011 ~~award costs, which caused a $16.0 million decline in net income,~~ and athe $~~9.6 million lower utilization of deferred tax assets. In addition, there was an $~~0.85 million ~~decrease~~asset inimpairment ~~stock~~charge ~~based compensation expense as limited stock awards were granted to management~~ in ~~2010~~fiscal ~~and a $3~~2011.2 ~~million decrease in business transformation charges.~~

~~Changes~~There was no net change in assets and liabilities ~~increased~~in ~~from~~fiscal 2011 compared to a $01.79 million use of cash in fiscal ~~2009~~2010. toIn afiscal 2011, receivables declined by $7.1 million.9 ~~use~~Approximately $4.0 million of ~~cash~~this decline is the result of the netting of the legal fee and escrow receivables from the European arbitration against the actual payment in ~~fiscal~~April ~~2010~~2011. The remaining decline of $3.1 million is due to improved collections. This decline was offset by a $2.7 million increase in company-operated shop inventories in order to reduce the acquisition cost of parts sold. In addition, accounts payable and accrued expenses declined by a combined $3.3 million due to the timing of certain payments and a $2.6 million reduction in accrued warranty. In fiscal 2010, the reduction in inventory was substantially ~~off-set~~offset by a decline in accounts payable and accrued expenses due to the timing of payments and the recording of a receivable for the $2.5 million fee recovery awarded by the arbitral tribunal. ~~The $0.7 million use of cash in fiscal 2009 was driven by an increase in company-operated shop tire inventories.~~

Investing activities ~~used~~resulted ~~$4.9~~in ~~million~~no net use of cash in fiscal ~~2010~~2011 ~~compared~~as tothe $43.15 million of ~~cash~~capital ininvestments ~~fiscal~~were ~~2009.~~offset ~~Investing~~by ~~activities~~the in$3.5 ~~fiscal~~million ~~2010~~of ~~consisted~~proceeds from the sale of $4assets. The $3.5 million inof capital expenditures, included $31.58 million ~~paid~~for incompany-operated ~~conjunction~~shop ~~with~~equipment ~~the~~additions, ~~acquisition~~$1.0 ofmillion 22for ~~shops~~leasehold ~~and~~improvements, ~~other~~$0.6 ~~assets~~million ~~from~~for asystems ~~Midas~~development ~~franchisee~~projects in$0.1 million ~~Northern~~of ~~California,~~other ~~and~~capital expenditures. The $23.95 million inof ~~cash~~proceeds ~~generated~~from assale aof ~~result~~assets ofresulted from the ~~sale~~ refranchising of 2225 company-operated Midas shops and ~~two~~one company-operated SpeeDee ~~shops~~shop. ~~The~~Investing ~~$4.3~~activities ~~million~~ in ~~capital~~fiscal ~~expenditures~~2010 ~~included~~resulted ~~$2.0 million~~ in ~~real~~a ~~estate and leasehold improvements,~~ $1.4 ~~million for company-operated shop equipment additions and $0~~.9 million ~~for~~use ~~systems~~of ~~development projects~~cash. ~~Fiscal~~Investing ~~2009~~activities ~~investing~~in ~~activities~~fiscal 2010 consisted of $34.13 million in capital expenditures, $1.3.5 million paid in conjunction with the acquisition of 1022 shops and other assets from a Midas ~~franchisees~~franchisee in Northern California, and $02.39 million in cash generated as a result of the sale of ~~four~~22 company-operated Midas shops and two company-operated SpeeDee shops. The $34.13 million in capital expenditures included $12.60 million in ~~Co-Brand~~real ~~related~~estate ~~investments~~and inleasehold ~~Midas company-operated shops~~improvements, $01.64 million for ~~systems development~~ ~~projects, $0.5 million for~~ company-operated shop equipment additions, ~~$0.3 million of real estate~~ and $0.19 million offor ~~other~~systems ~~capital~~development ~~expenditures~~projects.

Net cash ~~used~~provided inby financing activities was $118.41 million in fiscal ~~2010~~2011, compared to net cash used of $1511.54 million in fiscal ~~2009~~2010. During fiscal ~~2010~~2011, ~~MDS~~the ~~decreased~~Company increased total debt by $108.73 million, decreased outstanding checks by $0.31 million and paid $0.41 million to repurchase shares of the Company’s common stock from employees to satisfy tax obligations upon vesting of restricted stock awards. ~~The decrease in total debt is net of $0.1 million of capital leases assumed as a result of acquisition of 22 shops and other assets from a Midas franchisee in Northern California.~~ During fiscal ~~2009~~2010, MDS decreased total debt by $1310.17 million, decreased outstanding checks by $0.23 million, and paid $10.5 4 million ~~for~~to ~~financing~~repurchase ~~fees~~shares inof ~~association~~the ~~with~~Company’s ~~the~~common ~~amendment~~stock ~~and~~from ~~extension~~employees to satisfy tax obligations upon vesting of ~~the~~restricted ~~Company’s~~stock ~~revolving~~awards. ~~credit~~The ~~facility~~decrease ~~and~~in ~~paid~~total debt is net of $0.71 million toof ~~repurchase~~capital ~~shares~~leases ofassumed as a result of the ~~Company’s~~acquisition ~~common~~of ~~stock~~22 ~~from~~shops ~~employees~~and toother ~~satisfy~~assets ~~tax~~from ~~obligations~~a ~~upon vesting~~Midas offranchisee ~~restricted~~in ~~stock~~Northern ~~awards~~California.

On December 4, 2009, MDS entered into a three-year extension of its existing unsecured revolving credit facility. The credit agreement was extended through October 27, 2013 with no material changes in existing covenants. The extended facility is for $125 million and is further expandable to $175 million by the Company with lender approval. The interest rate floats based on the underlying rate of LIBOR and the Company’s leverage and was priced at LIBOR plus 3.00% at ~~January~~December 131, 2011. This facility requires maintenance of certain financial covenants including maximum allowable leverage, minimum fixed charge coverage and minimum net worth.

On March 3, 2011, the arbitral tribunal based in Geneva, Switzerland, issued its final ruling in the arbitration between MDS and its European licensee MESA and Mobivia. MDS recorded a $25.5 million European arbitration award expense in its fiscal 2010 consolidated financial statements, and a corresponding $25.5 million accrued European arbitration award liability. As a result of the accrual of the $25.5 million European arbitration award in 2010, the Company was in violation of certain financial covenants as of January 1, 2011. On March 16, 2011, the Company’s lenders waived the covenant violations and entered into an amendment to the credit agreement. The amendment provides, among other things, that the $25.5 million arbitration award is excluded from the definition of consolidated adjusted EBITDA as defined in the credit agreement for purposes of the covenant calculations.

~~The~~36 financial covenants require that the Company maintain a maximum leverage ratio (“Leverage Ratio”) of Total Debt (defined as outstanding borrowings and letters-of-credit under the revolving credit facility plus the balance of capital leases but excluding finance leases) to consolidated adjusted EBITDA (“Consolidated

The financial covenants require that the Company maintain a maximum leverage ratio (“Leverage Ratio”) of Total Debt (defined as outstanding borrowings and letters-of-credit under the revolving credit facility plus the balance of capital leases but excluding finance leases) to consolidated adjusted EBITDA (“Consolidated Adjusted EBITDA”) of no more than 3.00 to 1.00. The March 2011 amendment increased this maximum to 3.50 to 1.00 for fiscal year end 2010 and the first two fiscal quarters of fiscal 2011, being reduced to 3.25 to 1.00 at the end of the third and fourth quarters of fiscal 2011. The allowable leverage ratio then returns to 3.00 to 1.00 for all remaining periods. The Company is required to test this ratio quarterly on a trailing twelve month basis.

Consolidated Adjusted EBITDA means for the relevant period: consolidated net income, plus, to the extent deducted from revenues in determining consolidated net income, (i) consolidated interest expense, (ii) expense for income taxes paid or accrued, (iii) depreciation, (iv) amortization of stock based compensation expenses, (v) corporate restructuring costs not to exceed $2.5 million in the aggregate in fiscal 2010 and 2009, (vi) special charges not to exceed $0.5 million in fiscal 2009 related to the new image and warranty program, (vii) company-operated shop restructuring costs and losses (net of realized gains upon disposition) of up to $1.0 million in each fiscal year, and, (viii) the $25.5 million European arbitration award expense, and, minus, to the extent included in consolidated net income, extraordinary gains realized other than in the ordinary course of business.

~~Consolidated~~On March 14, 2012, the Company amended its credit agreement to ~~Adjusted~~exclude from the calculation of consolidated adjusted EBITDA asup to $4.5 million in costs incurred in connection with the Company’s strategic review process during the second half of fiscal 2011 and the ~~three~~first ~~most~~half ~~recent~~of ~~measurement~~fiscal ~~periods~~2012. ~~was~~In asaddition, the ~~follows~~amendment ~~(dollars~~allows the company to exclude from the calculation of consolidated adjusted EBITDA the $0.5 million in ~~millions):~~charges recorded in fiscal 2011 in connection with the write-down of certain real estate properties to their market value. This amendment is only effective for measurement periods after December 31, 2011.

Fiscal Period	FiscalDecember2010			FiscalSeptember2010		FiscalJune2010
Consolidated net income (loss)	$	(13.4	)	$	2.1	$	2.7
Consolidated interest expense		9.3			9.5		9.1
Income tax expense (benefit)		(4.6	)		2.1		2.6
Depreciation and amortization expense		9.3			9.4		9.4
Stock-based compensation expense		2.8			3.0		3.2
Corporate restructuring costs		—			1.1		1.1
Special charges		—			0.2		0.3
Company-operated shop restructuring costs		(0.1	)		0.8		0.7
European arbitration award		25.5			—		—
Consolidated Adjusted EBITDA	$	28.8		$	28.2	$	29.1

Consolidated Adjusted EBITDA as of the three most recent measurement periods, defined as the then most recently ended 12 fiscal months, was as follows (dollars in millions):

As calculated in accordance with the amended credit agreement, the following table presents the Company’s actual Leverage Ratio as of the three most recent measurement periods (dollars in millions):


*Fiscal Period*	Fiscal December 2011		Fiscal September 2011			Fiscal June 2011
Consolidated net income (loss)	$	4.0	$	(11.3	)	$	(11.9	)
Consolidated interest expense		8.2		8.1			8.4
Income tax expense (benefit)		3.4		(3.0	)		(3.5	)
Depreciation and amortization expense		7.3		8.0			8.6
Stock-based compensation expense		3.2		2.9			2.7
Company-operated shop restructuring costs		1.0		1.0			0.6
European arbitration award		0.0		25.5			25.5

Consolidated Adjusted EBITDA	$	27.1	$	31.2		$	30.4

Fiscal Period	FiscalDecember2010		FiscalSeptember2010		FiscalJune2010
Total Debt	$	65.1	$	67.6	$	72.6
Consolidated Adjusted EBITDA	$	28.8	$	28.2	$	29.1
Leverage Ratio		2.26 to 1		2.40 to 1		2.49 to 1

As calculated in accordance with the amended credit agreement in effect at that time, the following table presents the Company’s actual Leverage Ratio as of the three most recent measurement periods (dollars in millions):

The financial covenants require that the Company maintain a minimum fixed charge coverage ratio (“Fixed Charge Ratio”) of not less than 1.3 to 1.0. This ratio is calculated as (a) Consolidated Adjusted EBITDA plus Net Rent for the previous fiscal year to (b) consolidated interest expense paid in cash, plus (i) Net Rent for the previous fiscal year, (ii) consolidated capital expenditures, (iii) scheduled principal payments made, and, (iv) expense for taxes paid in cash. Net Rent is defined as consolidated rent expense less consolidated rent revenue from leased shops subleased to franchisees for the most recently completed full fiscal year.


*Fiscal Period*	Fiscal December 2011		Fiscal September 2011		Fiscal June 2011
Total Debt	$	74.5	$	77.7	$	81.0
Consolidated Adjusted EBITDA	$	27.1	$	31.2	$	30.4
Leverage Ratio		2.75 to 1		2.49 to 1		2.66 to 1

34The financial covenants require that the Company maintain a minimum fixed charge coverage ratio (“Fixed Charge Ratio”) of not less than 1.30 to 1.00. This ratio is calculated as (a) Consolidated Adjusted EBITDA plus Net Rent for the previous fiscal year to (b) consolidated interest expense paid in cash, plus (i) Net Rent for the previous fiscal year, (ii) consolidated capital expenditures, (iii) scheduled principal payments made, and,

As (iv) expense ~~calculated~~for taxes paid in ~~accordance~~cash. ~~with~~Net ~~the~~Rent ~~amended~~is ~~credit~~defined ~~agreement,~~as ~~the~~consolidated ~~following~~rent ~~table~~expense ~~presents the~~less ~~Company’s~~consolidated ~~actual~~rent ~~Fixed~~revenue ~~Charge~~from ~~Ratio~~leased asshops ofsubleased ~~the~~to ~~three~~franchisees ~~most~~for ~~recent~~the ~~measurement~~most ~~periods~~recently completed ~~(dollars~~full infiscal ~~millions):~~year.

Fiscal Period	FiscalDecember2010		FiscalSeptember2010		FiscalJune2010
Consolidated Adjusted EBITDA	$	28.8	$	28.2	$	29.1
Net Rent		5.4		4.2		4.2
EBITDAR	$	34.2	$	32.4	$	33.3
Consolidated interest paid in cash	$	9.2	$	8.8	$	8.4
Net Rent		5.4		4.2		4.2
Consolidated capital expenditures		4.3		3.0		3.3
Capital lease principal payments		0.3		0.2		0.3
Finance lease principal payments		1.3		1.3		1.3
Cash taxes paid		0.6		0.5		0.6
Total Fixed Charges	$	21.1	$	18.0	$	18.1
Fixed Charge Ratio		1.62		1.80		1.84

As calculated in accordance with the amended credit agreement in effect at that time, the following table presents the Company’s actual Fixed Charge Ratio as of the three most recent measurement periods, defined as the most recently ended 12 fiscal months (dollars in millions):

The financial covenants also require that the Company maintain a minimum net worth of not less than $17.5 million plus 50% of positive consolidated net income for quarterly periods beginning with the fourth quarter of fiscal 2010. Prior to the March 2011 amendment, the covenants required the Company to maintain a minimum net worth of not less than $20.0 million plus 50% of positive consolidated net income beginning in fiscal 2010 through the third quarter of 2010. As calculated in accordance with the amended credit agreement, the following table presents the Company’s actual minimum net worth as of the three most recent measurement periods (dollars in millions):


*Fiscal Period*	Fiscal December 2011		Fiscal September 2011		Fiscal June 2011
Consolidated Adjusted EBITDA	$	27.1	$	31.2	$	30.4
Net Rent		4.1		5.4		5.4

EBITDAR	$	31.2	$	36.6	$	35.8

Consolidated interest paid in cash	$	7.6	$	7.8	$	8.2
Net Rent		4.1		5.4		5.4
Consolidated capital expenditures		3.5		3.7		3.4
Capital lease principal payments		0.2		0.3		0.2
Finance lease principal payments		1.4		1.3		1.3
Cash taxes paid		0.6		0.8		0.7

Total Fixed Charges	$	17.4	$	19.3	$	19.2

Fixed Charge Ratio		1.79		1.90		1.86

Fiscal Period	FiscalDecember2010		FiscalSeptember2010		FiscalJune2010
Minimum net worth required	$	17.5	$	21.2	$	20.8
Actual net worth	$	21.3	$	35.8	$	34.6

The financial covenants also require that the Company maintain a minimum net worth of not less than $17.5 million plus 50% of positive consolidated net income for quarterly periods beginning with the fourth quarter of fiscal 2010. Prior to the March 2011 amendment, the covenants required the Company to maintain a minimum net worth of not less than $20.0 million plus 50% of positive consolidated net income beginning with the fourth quarter of fiscal 2009 through the third quarter of 2010. As calculated in accordance with the amended credit agreement in effect at that time, the following table presents the Company’s actual minimum net worth as of the three most recent measurement periods (dollars in millions):

As of January 1, 2011, a total of $62.7 million was outstanding under the revolving credit facility. As of January 2, 2010, a total of $71.9 million was outstanding under the revolving credit facility. As of January 1, 2011, there was $35.7 million of available borrowing capacity under the Company’s revolving credit facility, as amended.


*Fiscal Period*	Fiscal December 2011		Fiscal September 2011		Fiscal June 2011
Minimum net worth required	$	19.7	$	19.7	$	19.0
Actual net worth	$	28.5	$	28.2	$	26.0

InAs ~~November~~of ~~2005~~December 31, ~~$20~~2011, ~~million~~a ~~in revolving~~total ~~bank~~of ~~debt~~$72.6 million was ~~converted~~outstanding ~~from~~under ~~floating~~the ~~rate~~revolving ~~to fixed rate by locking-in LIBOR at 4~~credit facility.~~89%~~ ~~for~~As aof ~~five-year period. In addition~~January 1, ~~in March 2007~~2011, ~~MDS~~a ~~entered~~total ~~into~~of ~~an interest rate swap arrangement to convert an additional~~ $2562.7 million inwas ~~revolving bank~~outstanding ~~debt~~under ~~from~~the ~~floating~~revolving ~~rate~~credit tofacility. aAs ~~fixed~~of ~~rate~~December 31, by2011, ~~locking-in~~there ~~LIBOR~~was ~~at 4~~$13.~~91%~~6 ~~through~~million ~~October 2010. Both~~ of ~~these~~available ~~swap~~borrowing ~~arrangements~~capacity ~~expired~~under ~~prior~~the toCompany’s ~~January 1~~revolving credit facility, ~~2011~~as amended.

In ~~January~~November ~~2010~~2005, ~~the~~$20 ~~Company~~million ~~entered~~in ~~into~~revolving abank ~~$40~~debt ~~million~~was ~~forward~~converted ~~starting~~from ~~swap~~floating rate to ~~coincide~~fixed ~~with~~rate ~~the~~by locking-in ~~end~~LIBOR ~~dates~~at of4.89% ~~its~~for ~~existing~~a ~~swaps~~five-year period. AsIn aaddition, ~~result~~in ofMarch ~~this~~2007, ~~forward~~MDS ~~swap~~entered ~~transaction,~~into inan ~~the~~interest ~~period~~rate ~~from November~~swap ~~2010~~arrangement ~~through~~to ~~October~~convert ~~2013~~an ~~(end~~additional of$25 ~~the~~million ~~recently~~in ~~extended~~revolving bank ~~agreement)~~debt ~~the~~from ~~Company~~floating ~~has~~rate ~~locked~~to fixed rate by locking-in LIBOR at 2 4.7191% ~~for~~through ~~$40~~October ~~million~~2010. Both of ~~its~~these ~~$62.7~~swap ~~million~~arrangements expired in ~~revolving~~the ~~bank~~fourth ~~debt~~quarter of fiscal 2010.

~~The~~In ~~November~~January ~~2005~~2010, ~~March~~ the ~~2007~~Company ~~and~~entered ~~January~~into ~~2010~~a ~~swap~~$40 ~~arrangements~~million ~~have~~forward ~~been~~starting ~~designated~~swap asto ~~cash~~coincide ~~flow~~with ~~hedges~~the ~~and~~end ~~have~~dates ~~been~~of ~~evaluated~~its ~~to be~~then ~~highly~~existing ~~effective~~swaps. As a result, ~~the~~of ~~after-tax~~this ~~change~~forward swap transaction, in the ~~fair~~period ~~value~~from November 2010 through October 2013 (end of ~~these~~the ~~swaps~~recently isextended bank ~~recorded~~agreement) the Company has locked-in ~~accumulated~~LIBOR ~~other~~at ~~comprehensive~~2.71% ~~loss~~for as$40 amillion ~~gain~~of orits ~~loss~~$72.6 onmillion ~~derivative~~in ~~financial~~revolving ~~instruments~~bank debt.

3538

The November 2005, March 2007, and January 2010 swap arrangements have been designated as cash flow hedges and have been evaluated to be highly effective. As a result, the after-tax change in the fair value of these swaps is recorded in accumulated other comprehensive loss as a gain or loss on derivative financial instruments.

On November 9, 2004, the MDS Board of Directors authorized a share repurchase program to begin in fiscal 2005 for up to $25 million of the Company’s outstanding common stock. On May 9, 2006, the MDS Board of Directors authorized a $25 million increase in the share repurchase program and on May 8, 2007 the MDS Board of Directors authorized an additional $50 million increase in such program. The Company has paid approximately $65.7 million for shares acquired under this current program since the buyback program was first authorized in 2004. At this time, the Company has suspended its share repurchases and is focused on reducing outstanding bank debt.

~~The~~On ~~Company~~April 7, ~~expects~~2011, ~~to pay~~ the ~~European~~ ~~arbitration~~Company ~~award~~made ~~during~~a ~~the~~net ~~first~~cash ~~half~~payment of €15.6 million ~~2011~~($22.4 ~~and~~million) ~~has~~to ~~sufficient~~settle ~~borrowing~~its ~~capacity~~obligations ~~available~~ to doMESA soresulting ~~while remaining within compliance of the debt covenants. The Company believes that cash generated~~ from ~~operations and remaining availability under~~ the ~~current~~March 3, ~~debt~~2011, ~~agreement after the payment of the European~~ arbitration award. ~~provides~~This ~~sufficient~~amount ~~liquidity~~was toborrowed ~~finance~~under ~~operations and execute strategic initiatives for at least~~ the ~~next~~Company’s 12revolving ~~months~~credit facility.

The Company believes that cash generated from operations and remaining availability under the current debt agreement, as amended, provides sufficient liquidity to finance operations and execute strategic initiatives for at least the next 12 months.

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements as of ~~January~~December 131, 2011.

Contractual Obligations

The following table reflects the Company’s contractual obligations under long-term debt and lease agreements as of ~~January~~December 131, 2011:

	Payments Due by Period (In millions)
	Total		Less Than1 Year		1-3Years		4-5Years		After5 Years
Short and long-term debt	$	6272.76	$	—00.0	$	6272.76	$	—00.0	$	—00.0
Capital lease obligations		1.64		0.23		0.56		0.65		0.30
Finance lease obligations		3029.51		1.45		3.37		4.16		2119.73
Operating leases		~~147~~130.59		2726.27		4540.01		2928.51		4536.80
Other long-term obligations		—0.0		—0.0		—0.0		—0.0		—0.0
Total contractual obligations	$	~~242~~234.30	$	28.85	$	~~111~~117.50	$	3433.2	$	6755.83

The debt, capital lease obligations and finance lease obligation payments shown above represent principal payments required under those agreements. Additionally, MDS is required to make certain interest payments in connection with those obligations.

In addition to the amounts shown above, the Company currently has $0.85 million outstanding on standby letters of credit that expire in ~~2011~~2012.

~~Additionally,~~39 ~~MDS is due rental revenue in the amounts shown below under sublease agreements on leased properties and rental agreements on owned properties:~~

	Rental Revenue Due to Midas by Period(In millions)
	Total		Less Than1 Year		1-3Years		4-5Years		After5 Years
Rental revenue commitments on leased properties	$	106.8	$	21.9	$	35.3	$	20.7	$	28.9
Rental revenue commitments on owned properties		89.8		7.9		14.9		14.6		52.4
Total rental revenue commitments	$	196.6	$	29.8	$	50.2	$	35.3	$	81.3

Additionally, MDS is due rental revenue in the amounts shown below under sublease agreements on leased properties and rental agreements on owned properties:


	Rental Revenue Due to Midas by Period (In millions)
	Total		Less Than 1 Year		1-3 Years		4-5 Years		After 5 Years
Rental revenue commitments on leased properties	$	112.0	$	23.5	$	34.7	$	23.0	$	30.8
Rental revenue commitments on owned properties		92.9		8.2		16.4		16.2		52.1

Total rental revenue commitments	$	204.9	$	31.7	$	51.1	$	39.2	$	82.9

Critical Accounting Policies and Estimates

In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management must make a variety of decisions which impact the reported amounts and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied, the assumptions on which to base accounting estimates, and the consistent application of those accounting principles. Due to the type of industry in which the Company operates and the nature of its business, the following accounting policies are those that management believes are most important to the portrayal of the Company’s financial condition and results and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Valuation of Warranty Liabilities

Prior to July 1, 2009 in Canada and January 1, 2008 in the U.S., product royalties received from the Company’s preferred supply chain vendors were recorded in revenue and substantially offset the cost of warranty claims. Beginning on January 1, 2008 in the U.S. and July 1, 2009 in Canada, the Midas warranty program became funded directly by franchisees. The Company maintains a warranty accrual to cover the estimated future liability associated with outstanding warranties issued prior to July 1, 2009 in Canada and January 1, 2008 in the U.S. The Company determines the estimated amount of outstanding warranty claims based on: 1) an estimate of the percentage of all warranted products sold and registered in prior periods at retail that are likely to be redeemed; and 2) an estimate of the cost of redemption of each future warranty claim ~~on a current cost basis~~. These estimates are computed using actual historical registration and redemption data as well as actual cost information on current redemptions.

The determination of the number of products sold that are likely to be redeemed requires MDS to make significant estimates and assumptions regarding the relationship of historical warranty claim behavior; warranty claim behavior across product lines and geographical areas; and the impact of changes in consumer behavior on future warranty claims. A decrease of one percentage point in the estimated percentage of warranted products likely to be redeemed in the U.S. would have the effect of decreasing the Company’s ~~January~~December 131, 2011 outstanding U.S. warranty liability by approximately $1.86 million. A change in the estimated current cost of warranty redemptions of one dollar would have the effect of changing the outstanding U.S. warranty liability by approximately $0.52 million.

As of ~~January~~December 131, 2011, the estimated aggregate deferred warranty obligations under the new U.S. and Canadian programs were $67.84 million and the estimated aggregate warranty liability under the former program was $~~10.~~8.0 million.

Valuation of Receivables

The Company records receivables due from its franchisees and other customers at the time the sale is recorded in accordance with its revenue recognition policies. These receivables consist of amounts due from the sale of products, royalties due from franchisees and suppliers, rents and other amounts. The future collectability of these amounts can be impacted by the Company’s collection efforts, the financial stability of its customers, and the general economic climate in which it operates. Recent market conditions have increased the uncertainty in making these estimates. Any adverse change in these factors could have a significant impact on the collectability of these assets and could have a material impact on the Company’s consolidated financial statements.

The Company applies a consistent practice of establishing an allowance for accounts that it feels may become uncollectible through reviewing the historical aging of its receivables and by monitoring the financial strength of its franchisees and other customers. Where MDS becomes aware of the inability of a customer or franchisee to meet its financial obligations (e.g., where it is in financial distress or has filed for bankruptcy), the Company specifically reserves for the potential bad debt to reduce the net recognized receivable to the amount it reasonably believes will be collected. The valuation of receivables is performed on a quarterly basis.

In addition, the Company records receivables from third parties at the time a transaction is completed. These third party receivables are recorded at their estimated net realizable value. On a quarterly basis, the Company assesses the collectibility of these receivables.

Pensions

The Company has non-contributory defined benefit pension plans covering certain of its employees. The Company’s funding policy for the U.S. plan is to contribute amounts sufficient to meet the minimum funding requirement of the Employee Retirement Income Act of 1974, plus any additional amounts the Company may deem to be appropriate. The Company accounts for its defined benefit pension plans in accordance with ASC Topic 715, Compensation— – Retirement Benefits (“ASC 715”), which requires that amounts recognized in the financial statements be determined on an actuarial basis. The amount recorded as pension assets or liabilities is determined by comparing the projected benefit obligation (PBO) to the fair value of the plan assets. Amounts recognized in accumulated other comprehensive ~~income~~loss consist of unrecognized actuarial gains, losses, and prior service costs, net of tax.

As of ~~January~~ December 131, 2011 and January 21, ~~2010~~2011, the Company has recorded accrued pension costs as follows (in millions):

Fiscal Year	~~2010~~2011			~~2009~~2010
Canadian prepaid pension asset	$	0.30		$	20.34
Canadian prepaid reserve		(0.30	)		(20.34	)
Accrued U.S. pension liability		(20.8	)		(20.1	)
Accrued Canadian pension liability		(0.1	)		0.0
Pension liability	$	(20.8	)	$	(20.1	)
Accrued U.S. pension liability		(33.6	)		(22.5	)
Pension liability	$	(33.7	)	$	(22.5	)

To account for its defined benefit pension plans in accordance with ASC 715, the Company must make three main determinations at the end of each fiscal year:. First, it must determine the actuarial assumption for the discount rate used to reflect the time value of money in the calculation of the projected benefit obligation for the end of the current fiscal year and to determine the net periodic pension cost for the subsequent year. To determine this rate, the Company’s third-party actuary prepares a detailed analysis of projected future cash flows using the Mercer Discount Yield Curve. See Note 9 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for a listing of the discount rates used by year.

~~Second,~~41 the Company must determine the actuarial assumption for rates of increase in compensation levels used in the calculation of the accumulated and projected benefit obligations for the end of the current fiscal year and to determine the net periodic pension cost for the subsequent year. In determining these rates the Company looks at its historical and expected rates of annual salary increases. See Note 9 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for a listing of the rates of increase in compensation levels used by year.

Third, the Company must determine the expected long-term rate of return on assets assumption that is used to determine the expected return on plan assets component of the net periodic pension cost for the subsequent year. The difference between the actual return on plan assets and the expected return is deferred and is recognized in net periodic pension cost over a five-year period. See Note 9 of Notes to Consolidated Financial

Second, the Company must determine the actuarial assumption for rates of increase in ~~Statements~~compensation ~~included~~levels ~~elsewhere~~used in ~~this~~the ~~Annual~~calculation ~~Report~~of the accumulated and projected benefit obligations for athe ~~listing~~end of the ~~expected~~current ~~long-term~~fiscal ~~rates~~year ~~used~~and byto determine the net periodic pension cost for the subsequent year. ~~The~~In determining these rates the Company looks ~~assumed~~at aits ~~long-term~~historical ~~rate~~and expected rates of ~~return~~annual onsalary Uincreases.S. ~~pension~~See ~~assets~~Note 9 of ~~8.25%~~Notes ~~in fiscal~~to ~~2010~~Consolidated ~~and~~Financial ~~2009,~~Statements ~~and~~included ~~experienced~~elsewhere ~~gains~~in onthis ~~plan~~Annual ~~assets~~Report offor ~~$5.2~~a ~~million~~listing inof ~~fiscal~~the ~~2010~~rates ~~and~~of ~~$6.2~~increase ~~million~~ in ~~fiscal~~compensation ~~2009.~~levels used by year.

~~The~~Third, the Company’s ~~pension~~must ~~plan~~determine ~~investments~~the ~~are~~expected ~~comprised~~long-term ~~primarily~~rate of ~~bond~~return ~~and~~on ~~equity~~assets ~~mutual~~assumption ~~funds~~that ~~and~~is ~~cash~~used ~~reserves~~to determine the expected return on plan assets component of the net periodic pension cost for the subsequent year. The difference between the actual return on plan assets and the expected return is deferred and is recognized in net periodic pension ~~plans~~cost over a ~~have~~five-year noperiod. ~~investments~~See Note 9 of Notes to Consolidated Financial Statements included elsewhere in ~~alternative~~this ~~investment~~Annual ~~vehicles~~Report ~~such~~for asa ~~private~~listing ~~equity~~of ~~funds~~the orexpected ~~hedge~~long-term ~~funds~~rates used by year. The Company assumed a long-term rate of return on U.S. pension assets of 8.25% in fiscal 2011 and 2010, ~~nor~~and ~~have~~experienced ~~the~~a ~~plans~~loss ~~ever~~on ~~held~~plan ~~such~~assets ~~investments~~of $1.2 million in fiscal 2011 but a gain on plan assets of $5.2 million in fiscal 2010.

~~Volatile~~The ~~market~~Company’s ~~conditions~~pension ~~over~~plan ~~the~~investments ~~past~~are ~~several~~primarily ~~years~~comprised ~~have~~of ~~increased~~bond ~~the~~and ~~risks~~equity ~~associated~~mutual ~~with~~funds ~~certain~~and ~~investments~~cash ~~held~~reserves. byThe ~~MDS~~ pension plans ~~which~~ have ~~negatively~~no ~~impacted the value of~~ investments, ~~net periodic pension costs and created funding requirements. See Note 9 of Notes to Consolidated Financial Statements included elsewhere~~ in ~~this~~alternative ~~Annual~~investment ~~Report~~vehicles ~~for~~such ~~a further description of pension shortfalls we experienced in fiscal 2008 and related~~as ~~contributions~~private weequity ~~made~~funds inor ~~fiscal~~hedge ~~2009~~funds, ~~and~~nor ~~2010. We expect to~~ have ~~additional~~the ~~pension~~plans ~~funding~~ever ~~obligations~~held insuch ~~fiscal 2011~~investments.

Volatile market conditions over the past several years have increased the risks associated with certain investments held by MDS pension plans. In addition, the continuing low interest rate environment is lowering the discount rate used to value pension liabilities. Both of these factors have negatively impacted the value of investments, net periodic pension costs and created funding requirements. See Note 9 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for a further description of contributions we made in fiscal 2011 and 2010. We expect to contribute approximately $4.7 million to the U.S. Plan during fiscal 2012.

Carrying Values of Goodwill and Long-Lived Assets

Goodwill: The Company tests the recorded amount of goodwill for recovery on an annual basis in the fourth quarter of each fiscal year. Goodwill is tested more frequently if indicators of impairment exist. The Company continually assesses whether any indicators of impairment exist, which requires a significant amount of judgment. Such indicators may include: a sustained significant decline in our share price and market capitalization; a decline in our expected future cash flows; a significant adverse change in legal factors or in the business climate; unanticipated competition; the testing for recoverability of a significant asset group within a reporting unit; or slower growth rates, among others. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on our consolidated financial statements.

The goodwill impairment test is a two step analysis. In Step One, the fair value of each reporting unit is compared to its book value. Management must apply judgment in determining the estimated fair value of these reporting units. Fair value is determined using a combination of present value techniques and quoted market prices of comparable businesses. If the fair value of the reporting unit exceeds its carrying value, goodwill is not deemed to be impaired for that reporting unit, and no further testing would be necessary. If the fair value of the reporting unit is less than the carrying value, the Company performs Step Two. Step Two uses the calculated fair value of the reporting unit to perform a hypothetical purchase price allocation to the fair value of the assets and liabilities of the reporting unit. The difference between the fair value of the reporting unit calculated in Step One and the fair value of the underlying assets and liabilities of the reporting unit is the implied fair value of the reporting unit’s goodwill. A charge is recorded in the financial statements if the carrying value of the reporting unit’s goodwill is greater than its implied fair value.

The determination of fair value of the reporting units and assets and liabilities within the reporting units requires management to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the discount rate, terminal growth rates, earnings before depreciation and amortization, and capital expenditures forecasts. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates. In both the U.S. and Canada, the reporting unit is defined as retail operations, which consists of both franchised and Company-operated locations. Both the U.S. and Canadian retail operations reporting units generate significant operating income and therefore the risk of goodwill impairment is remote.

~~Long-lived~~42 Assets: Long-lived assets include property and equipment, intangible assets, long-term prepaid assets and other non-current assets. The Company reviews long-lived assets held for use for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that may indicate long-lived assets may not be recoverable include, but are not limited to, a significant decrease

inare ~~the~~not ~~market~~limited ~~price of long-lived assets~~to, ~~a significant adverse change in~~ the ~~manner~~discount ~~in which the Company utilizes a long-lived asset~~rate, aterminal ~~significant~~growth ~~adverse change in the business climate~~rates, ~~a recent~~earnings ~~history~~before ofdepreciation ~~operating~~and ~~or cash flow losses~~amortization, orand acapital ~~current~~expenditures ~~expectation~~forecasts. ~~that~~Due itto isthe ~~more~~inherent ~~likely~~uncertainty ~~than~~involved ~~not~~in ~~likely~~making these ~~that~~estimates, aactual ~~long-lived~~results ~~asset~~could ~~will~~differ befrom ~~sold~~those orestimates. ~~disposed~~In ofboth in the ~~future~~U.S. ~~For~~and ~~impairment testing purposes~~Canada, the ~~Company~~reporting ~~groups~~unit ~~its~~is ~~long-lived assets~~defined atas ~~the~~retail ~~lowest~~operations, ~~level for~~ which ~~identifiable~~consists ~~cash flows are largely independent~~ of ~~the~~both ~~cash~~franchised ~~flows~~and ofcompany-operated ~~other~~locations. ~~groups~~Both ~~of assets and liabilities (~~the ~~asset group)~~U.S. ~~There~~and ~~were~~Canadian noretail operations ~~events~~reporting orunits ~~changes~~generate insignificant ~~circumstances~~operating ~~identified~~income ~~during~~and ~~the~~therefore ~~fiscal year that caused~~ the ~~Company~~risk toof ~~test~~goodwill ~~long-lived~~impairment ~~assets~~is ~~for impairment~~remote.

Long-lived Assets: Long-lived assets include property and equipment, intangible assets, long-term prepaid assets and other non-current assets. The Company reviews long-lived assets held for use for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that may indicate long-lived assets may not be recoverable include, but are not limited to, a significant decrease in the market price of long-lived assets, a significant adverse change in the manner in which the Company utilizes a long-lived asset, a significant adverse change in the business climate, a recent history of operating or cash flow losses, or a current expectation that it is more likely than not that a long-lived asset will be sold or disposed of in the future. For impairment testing purposes, the Company groups its long-lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities (the asset group). The Company recorded an asset impairment charge of $0.5 million because certain properties appraised in conjunction with the strategic review were valued at less than their respective carrying cost. Overall, the portfolio of 208 properties, with aggregate carrying costs of approximately $45.5 million, was appraised at approximately $104.9 million.

If the Company determines that a long-lived asset or asset group may not be recoverable, it compares the sum of the expected undiscounted future cash flows that the asset or asset group is expected to generate to the asset or asset group’s carrying value. If the sum of the undiscounted future cash flows exceed the carrying amount of the asset or asset group, the asset or asset group is not considered impaired. However, if the sum of the undiscounted future cash flows is less than the carrying amount of the assets or asset group, a loss is recognized for the difference between the fair value of the asset or asset group and the carrying value of the asset or asset group. The fair value of the asset or asset group is generally determined by discounting the expected future cash flows using a discount rate that is commensurate with the risk associated with the amount and timing of the expected future cash flows. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.

Deferred Income Taxes

Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences at ~~January~~December 131, 2011. In the event that management determines the Company would not be able to realize all or part of the net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to income in the period such determination was made. As of ~~January~~December 131, 2011, the Company had recorded a valuation allowance of $2.4 million against certain state income tax net operating loss carry forwards and foreign tax credit carry forwards because the Company has determined that it is more likely than not that this portion of these deferred tax assets will not be realized. However, due to the inherent uncertainty involved in determining the realizability of the company’s deferred tax assets, the future realizability could differ from management’s estimates at ~~January~~December 131, 2011.

Impact of New Accounting Standards

New Accounting Pronouncements—Adopted

OnThere ~~January 3,~~were ~~2010,~~no ~~MDS~~new ~~adopted changes issued by the Financial Accounting Standards Board (FASB) to~~ accounting ~~for~~pronouncements ~~variable~~adopted ~~interest~~during ~~entities.~~fiscal ~~These~~2011 ~~changes~~that ~~require significant modifications to the analysis, evaluation and disclosure of variable interest entities. The adoption of these changes~~ had noa material impact on the Company’s Consolidated Financial Statements.

On January 3, 2010, MDS adopted changes issued by the FASB to disclosure requirements for fair value measurements. Specifically, the changes require a reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the

transfers. The changes also clarify existing disclosure requirements related to how assets and liabilities should be grouped by class and valuation techniques used for recurring and nonrecurring fair value measurements. Other than the required additional disclosures, the adoption of these changes had no impact on the Company’s Financial Statements.

New Accounting Pronouncements—Issued

In ~~October~~June ~~2009~~2011, the FASB issued ~~new~~ ~~accounting~~changes ~~guidance~~to ~~related~~the presentation of comprehensive income. Entities must choose to present the ~~recognition~~total of ~~revenue~~comprehensive ~~for~~income, ~~multiple~~the ~~deliverable~~components ~~arrangements.~~of ~~The~~net ~~Company~~income, ~~does~~and ~~not~~the ~~engage~~components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Entities no longer have the ~~type~~option to present components of ~~transactions~~other ~~covered~~comprehensive byincome ~~this~~as ~~guidance~~part of the statement of changes in stockholders’ equity. AsThe aitems ~~result~~that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation ~~Company~~and ~~has~~presentation ~~determined~~of ~~that~~earnings per share. These changes will become effective for MDS on January 1, 2012. Management is currently evaluating these changes to determine which option to choose for the ~~adoption~~presentation of ~~this~~comprehensive ~~guidance~~income. Other than the change in presentation, management has determined the change will not have aan ~~material~~ impact on the onConsolidated ~~the Company’s~~ Financial Statements.

In January 2010, the FASB issued changes to disclosure requirements for fair value measurements. Specifically, the changes require a reporting entity to disclose, in the reconciliation of fair value measurements using significant unobservable inputs (Level 3), separate information about purchases, sales, issuances, and settlements on a gross basis rather than as one net number. These changes become effective for MDS beginning January 2, 2011. The Company has determined that the adoption of this guidance will have no impact on the on the Company’s Financial Statements.

Forward Looking Statements

This report contains (and oral communications made by MDS may contain) forward-looking statements that may be identified by their use of words like “plans,” “expects,” “anticipates,” “intends,” “estimates,” “forecasts,” “will,” “outlook,” “should” or other words of similar meaning. All statements that address the Company’s expectations or projections about the future, including statements about MDS’s strategy for growth, our proposed merger with TBC, cost reduction goals, expenditures and financial results, pending legal proceedings or the Company’s ability to recover any costs in such legal proceedings are forward-looking statements. Forward-looking statements are based on the Company’s estimates, assumptions and expectations of future events and are subject to a number of risks and uncertainties. MDS cannot guarantee that these estimates, assumptions and expectations are accurate or will be realized. MDS disclaims any intention or obligation (other than as required by law) to update or revise any forward-looking statements.

The Company’s results of operations and the forward-looking statements could be affected by, among others things: general economic conditions in the markets in which the Company operates; economic developments that have a particularly adverse effect on one or more of the markets served by the Company; the ability to execute management’s internal operating plans; the timing and magnitude of capital expenditures; the Company’s ability to access debt and equity markets; economic and market conditions in the U.S. and worldwide; currency exchange rates; changes in consumer spending levels and demand for new products and services; and overall competitive activities. Certain of these risks are more fully described in Item 1A of Part I of the Company’s annual report on Form 10-K. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to certain market risks, including foreign currency and interest rates. MDS uses a variety of practices to manage these market risks, including, when considered appropriate, derivative financial instruments. The Company uses derivative financial instruments only for risk management and does not use them for trading or speculative purposes. MDS is exposed to potential gains or losses from foreign currency fluctuations affecting net investments and earnings denominated in foreign currencies. The Company’s primary exposure is to changes in exchange rates for the U.S. dollar versus the Canadian dollar and changes in exchange rates between the U.S. dollar and the Euro for international license fees from Europe.

4144

Interest rate risk is managed through variable rate borrowings in combination with swaps to fixed interest rates on a portion of those borrowings. The Company is exposed to credit risk on certain assets, primarily accounts receivable. The Company provides credit to customers and franchisees in the ordinary course of business and performs ongoing credit evaluations. Concentrations of credit risk with respect to trade receivables are limited due to the large number of customers comprising the Company’s customer base. The Company believes its allowance for doubtful accounts is sufficient to cover customer credit risk.

The table below provides information about the Company’s financial instruments that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted-average interest rates by the expected maturity dates. The actual cash flows for each instrument are denominated and presented in U.S. dollar equivalents (in millions), which is the Company’s reporting currency.

Expected Maturity Date	~~2011~~2012			~~2012~~2013			~~2013~~2014			There-after			Total			FairValue
Long-term debt:
Revolving credit facility (variable rate)	$	—0.0		$	—72.6		$	6200.70		$	—0.0		$	6272.76		$	6373.82
Average interest rate		0.00	%		3.59	%		30.4000	%		0.00	%		3.4059	%

The fair value of the Company’s revolving credit facility is determined as the present value of expected future cash flows discounted at the current interest rate for loans of similar terms and comparable credit risk. Interest rate spreads have declined since the debt was refinanced on December 4, 2009. As a result, the fair value of the debt currently exceeds the book value.

In November 2005, $20 million in revolving bank debt was converted from floating ~~rate~~ rate to fixed rate by locking-in LIBOR at 4.89% for a five-year period. In addition, in March 2007, MDS entered into an interest rate swap arrangement to convert an additional $25 million in revolving bank debt from floating rate to a fixed rate by locking-in LIBOR at 4.91% through October 2010. ~~Both of these swap arrangements expired prior to January 1, 2011.~~

In January 2010, the Company entered into a $40 million forward starting swap to coincide with the end dates of its existing swaps. As a result of this forward swap transaction, in the period from November 2010 through October 2013 (end of the recently extended bank agreement) the Company has locked-in LIBOR at 2.71% for $40 million of its $6272.76 million in revolving bank debt.

The Company has no firmly committed sales transactions denominated in foreign currencies.

As discussed under Item 3—“Legal Proceedings”, an arbitral tribunal issued a ruling in March 2011 that requires the Company to pay an award of €17.45 million, plus interest through the date of payment, to its licensee in Europe. The Company accrued this amount in its fiscal 2010 financial statements at the fiscal year-end Euro exchange rate of 1.34 to 1.0. The Euro has strengthened versus the U.S. dollar since year-end and the exchange rate is currently approximately 1.40 to 1.0. The award is to be paid as soon as possible. Unless the U.S. dollars strengthens versus the Euro and depending upon the exchange rate on the date of payment, the Company may incur a substantial exchange loss on this payment. A 0.01 change in the exchange rate will result in a change of $175,000 in the award payment.

Item 8.

Financial Statements and Supplementary Data

See Index to Financial Statements on page F-1

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A.

Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and ~~reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.~~

reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures and its internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

(b) Changes in internal controls over financial reporting.

There were no changes in internal controls during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that:

•

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of MDS;

•

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and

•

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of ~~January~~December 131, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment and those criteria, management believes that MDS maintained effective internal control over financial reporting as of ~~January~~December 131, 2011.

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Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

The Board of Directors and Shareholders

Midas, Inc.:

We have audited Midas, Inc.’s (the Company) internal control over financial reporting as of ~~January~~December 131, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). ~~The~~Midas, ~~Company~~Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Midas, Inc. maintained, in all material respects, effective internal control over ~~financial~~ financial reporting as of ~~January~~December 131, 2011, based on criteria established in Internal Control—Integrated Framework issued by the COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Midas, Inc. as of fiscal-year end ~~2010~~ 2011 and ~~2009~~2010, and the related consolidated statements of operations, cash flows, and changes in shareholders’ equity for each of the fiscal years ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009, and our report dated March 1721, ~~2011~~2012 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Chicago, Illinois

March 1721, ~~2011~~2012

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Item 9B.

Other Information

~~Information~~None required to be disclosed pursuant to Item 5.02 of Form 8-K; Departure of certain Directors or Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2011 Annual Incentive Compensation Plan

At its meeting held on March 15, 2011, the Board of Directors (the “Board”) of Midas, Inc. (the “Company”), upon the recommendation of its Compensation Committee (the “Committee”), approved the terms of the 2011 Annual Incentive Compensation Plan (the “2011 Plan”) for the Company’s executive officers and key employees, including its Chief Executive Officer. The 2011 Plan is intended to provide incentives to the 2011 Plan participants in the form of cash bonus payments for achieving certain specified performance goals.

The bonus target levels under the 2011 Plan range between 15% and 90% (or such greater percentage as may result from the enhancement features described below) of the applicable participant’s annual base salary, depending upon the participant’s salary grade within the Company. The bonus target levels for the Company’s officers under the 2011 Plan are as follows:

Title	Bonus Target Level*
Chief Executive Officer		90	%
Executive Vice President		60	%
Senior Vice Presidents		50	%
Vice Presidents		35	%
Director-level employees		15-25	%

* as a percentage of annual base salary

As previously noted, the foregoing bonus target levels are subject to the enhancement features described below.

The 2011 Plan is comprised of three components: (1) an Operating Income component (the “Operating Income Component”), which represents 50% of the 2011 Plan’s potential bonus payout, (2) a North American Comparable Shop Retail Sales Increase component (the “Retail Sales Component”), which represents 20% of the 2011 Plan’s potential bonus payout, and (3) an Individual Objectives component (the “Individual Objectives Component”), which represents the remaining 30% of the 2011 Plan’s potential bonus payout.

Bonus awards pursuant to the Operating Income Component are based upon the Company’s achievement of an operating income target of approximately $21,450,000 for 2011, which is then adjusted to exclude the impact of bonus accruals, restricted stock amortization expense, costs related to the expensing of stock options, gains and losses on asset sales, and restructuring costs (the “Financial Target”). In addition, the Operating Income Component contains a “2 for 1” enhancement feature whereby, for each 1% (or pro rata portion thereof) over the Financial Target achieved by the Company, an additional 2% (or corresponding pro rata portion thereof) is added to the target bonus award under the Operating Income Component. Similarly, for each 1% (or pro rata portion thereof) that the Company falls short of the Financial Target, the target bonus award under the Operating Income Component is reduced by 2% (or corresponding pro rata portion thereof). The 2011 Plan specifically provides that no bonus awards are to be paid pursuant to the Operating Income Component unless the Company achieves at least 80% of the Financial Target (the “Financial Target Threshold”).

Bonus awards pursuant to the Retail Sales Component are based upon the Company’s achievement of a 2% comparable shop retail sales increase in North America for 2011 (the “Sales Target”). In addition, the Retail Sales Component contains an enhancement feature whereby, for each 1% (or pro rata portion thereof) over the 2% targeted increase in comparable shop retail sales achieved by the Company in North America, an additional 10% (or corresponding pro rata portion thereof) would be added to the target bonus award payable thereunder (up

to a maximum of 130%). Similarly, for each 1% (or pro rata portion thereof) that the Company falls short of the 2% targeted increase, the target bonus award under the Sales Component would be reduced by 10% (or corresponding pro rata portion thereof), with no payout thereunder if the comparable shop retail sales increase in North America is below 1% in 2011 (the “Sales Target Threshold”). The 2011 Plan specifically provides that no bonus awards are to be paid pursuant to the Retail Sales Component if the Company fails to achieve the Financial Target Threshold under the Operating Income Component.

Bonus awards pursuant to the Individual Objectives Component are based upon a 2011 Plan participant’s achievement of specific individual objectives. Individual objectives are established by mutual agreement of the participant and his or her direct supervisor within the Company (or the Board, in the case of the Chief Executive Officer), and align with, and otherwise support and/or advance, the Company’s overall business strategy. The Individual Objectives Component of the 2011 Plan provides for a maximum achievement percentage of 150% in order to acknowledge and reward extraordinary efforts by the 2011 Plan participant in achieving particular individual objectives. Bonus awards pursuant to the Individual Objectives Component are not contingent upon the Company’s achievement of the Financial Target, the Sales Target or any other financial metrics.

The 2011 Plan provides for a maximum cap of 150% of a participant’s target bonus level, notwithstanding the above-described enhancement features under the Operating Income Component, the Retail Sales Component and the Individual Objectives Component.

The Committee oversees the 2011 Plan. All bonus awards made pursuant to the 2011 Plan are subject to the Committee’s approval. In addition, the Committee has sole authority to determine whether the Financial Target Threshold and the Sales Target Threshold have been achieved by the Company and, if so, the applicable bonus award percentages under the Operating Income Component and the Retail Sales Component resulting from the enhancement features described above. The 2011 Plan also provides the Committee with discretion to include or exclude significant one-time items in determining the level of achievement of the Financial Target and the Sales Target.

Information required to be disclosed pursuant to Item 5.02 of Form 8-K: Departure of certain Directors or Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Also at its meeting held on March 15, 2011, the Board appointed Audrey L. Gualandri, the Company’s Vice President and Controller, as the Company’s principal accounting officer, such appointment to be effective immediately.

Information required to be disclosed pursuant to Item 1.01 of Form 8-K: Entry into a Material Definitive Agreement.

On March 16, 2011, the Company and its lenders entered into a First Amendment to Amended and Restated Credit Agreement dated December 4, 2009. The amendment provides, among other things, that the $25.5 million European arbitration award is excluded from the definition of Consolidated Adjusted EBITDA as defined in the credit agreement for purposes of the covenant calculations. The amendment also increased the maximum Leverage Ratio to 3.50 to 1.00 for fiscal year end 2010 and the first two fiscal quarters of fiscal 2011, being reduced to 3.25 to 1.00 at the end of the third and fourth quarters of fiscal 2011. The allowable leverage ratio then returns to 3.00 to 1.00 for all remaining periods. The Consolidate Net Worth requirement was reduced to $17.5 million and the lenders waived the covenant violations that existed as a result of the recording of the $25.5 million European arbitration award in the fiscal 2010 financial statements.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance of the Registrant

Executive Officers of the Registrant

Information with respect to those individuals who serve as executive officers of the Company is set forth below.

Name, Age and Position		Background and Experience
Alan D. Feldman (59) Chairman, President and Chief Executive Officer		Mr. Feldman joined MDS as President and Chief Executive Officer in January 2003 and was named Chairman of the Board of Directors in May 2006. From 1994 through 2002, Mr. Feldman held senior management posts at McDonald’s Corporation. His most recent positions were President and Chief Operating Officer of McDonald’s Americas and President of McDonald’s USA. From 1983 to 1994, Mr. Feldman held financial and operational posts with the Pizza Hut and Frito-Lay units of Pepsico. In 1993 he was named Senior Vice President, Business Strategy, and Chief Financial Officer of Pizza Hut, and he served as Senior Vice President of Operations for Pizza Hut from 1990 to 1993. Mr. Feldman is also a director of Foot Locker, Inc. and John Bean Technologies Corporation.
Alan D. Feldman (60) Chairman, President and Chief Executive Officer		Mr. Feldman joined MDS as President and Chief Executive Officer in January 2003 and was named Chairman of the Board of Directors in May 2006. From 1994 through 2002, Mr. Feldman held senior management posts at McDonald’s Corporation. His most recent positions were President and Chief Operating Officer of McDonald’s Americas and President of McDonald’s USA. From 1983 to 1994, Mr. Feldman held financial and operational posts with the Pizza Hut and Frito-Lay units of Pepsico. In 1993 he was named Senior Vice President, Business Strategy, and Chief Financial Officer of Pizza Hut, and he served as Senior Vice President of Operations for Pizza Hut from 1990 to 1993. Mr. Feldman is also a director of Foot Locker, Inc. and John Bean Technologies Corporation.
William M. Guzik (51) Executive Vice President and Chief Financial Officer		Mr. Guzik joined MDS in December 1999 and was named Senior Vice President and Chief Financial Officer in May 2001. He was named Executive Vice President of the Company in November 2006. From 1995 to 1999, Mr. Guzik served as Chief Financial Officer of Delray Farms, LLC, a start-up grocery retailer located in Chicago, Illinois. From 1993 to 1995, Mr. Guzik served as Vice President and Chief Financial Officer of JG Industries, Inc., a publicly-traded, diversified retailer. Prior to that, Mr. Guzik spent 11 years with Coopers & Lybrand, LLP.
William M. Guzik (52) Executive Vice President and Chief Financial Officer		Mr. Guzik joined MDS in December 1999 and was named Senior Vice President and Chief Financial Officer in May 2001. He was named Executive Vice President of the Company in November 2006. From 1995 to 1999, Mr. Guzik served as Chief Financial Officer of Delray Farms, LLC, a start-up grocery retailer located in Chicago, Illinois. From 1993 to 1995, Mr. Guzik served as Vice President and Chief Financial Officer of JG Industries, Inc., a publicly-traded, diversified retailer. Prior to that, Mr. Guzik spent 11 years with Coopers & Lybrand, LLP.
Frederick W. Dow, Jr. (60) Senior Vice President and Chief Marketing Officer		Mr. Dow joined MDS in June 2003. From October 2001 to March 2003, Mr. Dow was Senior Vice President, Marketing Programs and Sales, for Burger King Corporation. From December 2000 to October 2001, Mr. Dow served as Senior Vice President, Brand Management and Marketing Programs, for West Group, a provider of e-information solutions to the legal market. From September 1995 to December 2000, Mr. Dow served as Vice President, Marketing Programs and Worldwide Advertising, for Northwest Airlines.
Frederick W. Dow, Jr. (61) Senior Vice President and Chief Marketing Officer		Mr. Dow joined MDS in June 2003. From October 2001 to March 2003, Mr. Dow was Senior Vice President, Marketing Programs and Sales, for Burger King Corporation. From December 2000 to October 2001, Mr. Dow served as Senior Vice President, Brand Management and Marketing Programs, for West Group, a provider of e-information solutions to the legal market. From September 1995 to December 2000, Mr. Dow served as Vice President, Marketing Programs and Worldwide Advertising, for Northwest Airlines.

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Name, Age and Position		Background and Experience
Michael J. Gould (54) Senior Vice President—Franchise Operations		Mr. Gould joined Midas in April 1980. In March 2009, Mr. Gould was named Senior Vice President, Franchise Operations. From August 2007 to March 2009, Mr. Gould served as Vice President Retail Operations and from January 2005 to August 2007, as Vice President of Midas’ company-operated shops business. Prior to January 2005, he held various positions in the Company’s franchise and company-operated shops operations.
Michael J. Gould (55) Senior Vice President—Franchise Operations		Mr. Gould joined Midas in April 1980. In March 2009, Mr. Gould was named Senior Vice President, Franchise Operations. From August 2007 to March 2009, Mr. Gould served as Vice President Retail Operations and from January 2005 to August 2007, as Vice President of Midas’ company-operated shops business. Prior to January 2005, he held various positions in the Company’s franchise and company-operated shops operations.
Alvin K. Marr (45) Senior Vice President, General Counsel & Secretary		Mr. Marr was named Senior Vice President, General Counsel and Secretary in March 2005. From 2001 to 2005, Mr. Marr served as Vice President, General Counsel and Secretary of MDS. Mr. Marr joined MDS in 1997 as Assistant General Counsel and Assistant Secretary. From 1990 to 1997, Mr. Marr practiced law with the firm of Holleb & Coff in Chicago, IL.
Alvin K. Marr (46) Senior Vice President, General Counsel & Secretary		Mr. Marr was named Senior Vice President, General Counsel and Secretary in March 2005. From 2001 to 2005, Mr. Marr served as Vice President, General Counsel and Secretary of MDS. Mr. Marr joined MDS in 1997 as Assistant General Counsel and Assistant Secretary. From 1990 to 1997, Mr. Marr practiced law with the firm of Holleb & Coff in Chicago, IL.
John E. Brisson, Jr. (46) Vice President—Finance and Planning		Mr. Brisson joined MDS in August 2001. He was named Vice President of Finance and Planning in February 2006. From 2004 to 2006, he served as Vice President of Financial Planning and Analysis and, from 2001 to 2004, he served as Director of Financial Planning and Analysis for the Company. From 1997 to 2001, Mr. Brisson served as Director of Planning for the automotive and major appliance divisions of Montgomery Ward & Co.
John E. Brisson, Jr. (47) Vice President—Finance and Franchise Sales		Mr. Brisson joined MDS in August 2001. He was named Vice President of Finance and Planning in February 2006 and additionally assumed responsibility for Franchise Sales in January 2010. From 2004 to 2006, he served as Vice President of Financial Planning and Analysis and, from 2001 to 2004, he served as Director of Financial Planning and Analysis for the Company. From 1997 to 2001, Mr. Brisson served as Director of Planning for the automotive and major appliance divisions of Montgomery Ward & Co.
Audrey L. Gualandri (45) Vice President—Controller		Ms. Gualandri joined Midas in June 2004 as the Director of Internal Audit. From November 2009 to August 2010, she held the position of Director of Accounting. She was named Vice President and Controller in August 2010. Prior to joining the Company, Ms. Gualandri held various positions with several companies, including Ameritech and two public accounting firms. Ms. Gualandri is a Certified Public Accountant.
Audrey L. Gualandri (46) Vice President—Controller		Ms. Gualandri joined Midas in June 2004 as the Director of Internal Audit. From November 2009 to August 2010, she held the position of Director of Accounting. She was named Vice President and Controller in August 2010. Prior to joining the Company, Ms. Gualandri held various positions with several companies, including Ameritech and two public accounting firms. Ms. Gualandri is a Certified Public Accountant.

Additional information required by this item, which is set forth under the headings “Proposal 1: Election Of Directors,” “Meetings and Committees of the Board” and “Beneficial Ownership of Common Stock—Section 16 (a) Beneficial Ownership Reporting Compliance” in the Company’s proxy statement (the “~~2011~~2012 Proxy Statement”) for the Annual Meeting of Shareholders ~~to be held on May 10, 2011,~~ is incorporated herein by reference.

There are no family relationships among any of our directors, executive officers or persons nominated to become a director or executive officer.

The Company has adopted a code of ethics that applies to all of its employees, officers, and directors, including its principal executive officer, principal financial officer, and principal accounting officer (controller). The text of the Company’s code of ethics is posted on its website at www.midas.com. The Company intends to

4849

disclose future amendments to, or waivers from, certain provisions of the code of ethics for executive officers and directors on the Company’s website within five business days following the date of such amendment or waiver. Stockholders may request a free copy of the code of ethics from:

Alvin K. Marr

Corporate Secretary

Midas, Inc.

1300 Arlington Heights Road

Itasca, IL 60143

Telephone: (630) 438-3000

MDS has also adopted written charters for its Audit and Finance, Compensation, and Nominating and Corporate Governance Committees, and Corporate Governance Guidelines, all of which are posted on the Company’s website at www.midas.com. Stockholders may request a free copy of the charters and guidelines from the address or telephone number set forth above.

On ~~July~~June 227, ~~2010,~~2011 MDS submitted its Section 303A Annual Written Affirmation to the New York Stock Exchange (“NYSE”), including the CEO certification regarding the Company’s compliance with the NYSE corporate governance listing standards, in accordance with the NYSE rules.

Information required by this item is set forth in the ~~2011~~2012 Proxy Statement and is incorporated herein by reference.

Item 11.

Executive Compensation

Information required by this item is set forth in the ~~2011~~2012 Proxy Statement and is incorporated herein by reference.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table gives information about the Company’s common stock that may be issued under the Company’s equity compensation plans as of ~~January~~December 131, 2011.

Plan Category

Number of securities tobe issued upon exerciseof outstanding options,warrants and rights

Weighted-averageexercise price ofoutstandingoptions, warrantsand rights

Number of securities remainingavailable for future issuanceunder equity compensationplans (excluding securitiesreflected in column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders 1,2,3

~~855~~1,~~647~~129,085

98.6896

~~708~~219,~~234~~454

Equity compensation plans not approved by security holders 4

552,526

7.26

—0

Total

1,~~408~~681,~~173~~611

8.7340

~~708~~219,~~234~~454

1	Includes the MDS Stock Incentive Plan and the MDS Directors’ Deferred Compensation Plan.

2 The MDS Directors’ Deferred Compensation Plan was adopted in 2002. This plan provides non-officer directors the option of using their Board and Board Committee annual retainer and meeting attendance fees from the Company to purchase shares of the Company’s Common Stock, or of deferring receipt of such fees in the form of cash units and units representing shares of the Company’s Common Stock. The Plan provides for a 100,000 maximum aggregate number of shares. The Company’s intention is to use treasury shares for such purposes. No shares have been issued under this plan. All current fees and other compensation for directors are outlined in the ~~2011~~2012 Proxy Statement.

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3 The MDS Treasury Stock Plan, adopted in 2002, authorizes the issuance of up to 400,000 shares of MDS common stock held in Treasury pursuant to the exercise of incentive stock options, non-qualified stock options and stock appreciation rights and the grant of restricted stock and performance awards. The plan as amended and restated, was approved by shareholders on May 11, 2010. As of ~~January~~December 131, 2011, only 351,~~894~~161 shares under this plan remain available for issuance.

4 The Company issues non-qualified stock options to certain individuals in order to induce them to accept employment with the Company. Pursuant to the rules of the New York Stock Exchange, options issued under this program are not considered part of the MDS Stock Incentive Plan and are not deducted from the number of securities remaining available for future issuance. As of ~~January~~December 131, 2011, inducement options for a total of 552,526 shares were outstanding. These options have a ten-year term and vest over a period of five years commencing from the date of grant.

Information required by Item 403 of Regulation S-K, which is set forth under the heading “Beneficial Ownership of Common Stock” in the ~~2011~~2012 Proxy Statement, is incorporated herein by reference.

Agreement and Plan of Merger

On March 12, 2012, MDS entered into an Agreement and Plan of Merger, referred to as the Merger Agreement, with TBC and Gearshift Merger Corp, a wholly owned subsidiary of TBC, referred to as the Purchaser. TBC is a subsidiary of Sumitomo Corporation of America. Pursuant to the terms of the Merger Agreement, and on the terms and subject to the conditions thereof, among other things, the Purchaser will commence a cash tender offer, referred to as the Offer, to acquire all of the outstanding shares of common stock of MDS, including with the associated preferred share purchase rights, which we refer to collectively as the Shares, at a price of $11.50 per share in cash.

Following the completion of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, including, if required, approval by the stockholders of MDS, the Purchaser will merge with and into MDS, with MDS surviving as a wholly owned subsidiary of TBC. At the effective time of the merger, the Shares not purchased pursuant to the Offer, other than shares held by MDS, TBC, Purchaser, any subsidiary of TBC or by stockholders of MDS who have perfected their statutory rights of appraisal under Delaware law, will be converted into the right to receive $11.50 per share in cash, without interest, and less any required withholding taxes. Under the terms of the Merger Agreement, each outstanding option or warrant to purchase Shares will be deemed exercised and cancelled, with each former holder thereof receiving an amount in cash equal to the excess, if any, of the Tender Offer Price over the exercise price thereof multiplied by the number of shares subject to such option or warrant.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Information required by this item is set forth in the ~~2011~~2012 Proxy Statement and is incorporated herein by reference.

Item 14.

Principal Accounting Fees and Services

Information required by this item, which is set forth under the heading “Principal Accounting Firm Fees” in the ~~2011~~2012 Proxy Statement, is incorporated herein by reference.

PART IV

Item 15.

Exhibits and Financial Statement Schedules

(a)

1. Financial Statements

See Index to Financial Statements on Page F-1.

2. Financial Statement Schedules

See Index to Financial Statements on Page F-1.

(b)

Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Merger, by and among TBC Corporation, Gearshift Merger Corp., and Midas Inc., dated as of March 12, 2012 (incorporated by reference to Exhibit 2.1 to the Midas, Inc. Current report on Form 8-K dated March 15, 2012).
3.1		Certificate of Incorporation (incorporated by reference to Exhibit 3(i).1 to Midas, Inc. Registration Statement on Form 10/A No. 3 (Post-Effective Amendment No. 1) (Commission File No. 1-13409) (the “Form 10”)).
3.2		Certificate of Amendment of the Certificate of Incorporation, dated December 30, 1997 (incorporated by reference to Exhibit 3(i).2 to the Form 10).
3.3		By-Laws (as amended ~~December 31, 1997~~) (incorporated by reference to Exhibit 4.4 to Midas, Inc. Registration Statement on Form S-8 relating to its Retirement Savings Plans (Registration No. 333-44625) (the “RSP Form S-8”)).
4.1		Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 4.3 to the RSP Form S-8).
4.2		Amended Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated by reference to Form 10/A dated as of January 10, 2008).
4.3		Warrant Agreement, dated as of March 27, 2003, by and among Midas, Inc. and the Warrant Holders named therein (incorporated by reference to Exhibit 4.21 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended December 28, 2002).
4.4		Rights Agreement, dated as of December 7, 2007, effective December 31, 2007, between Midas, Inc. and National City Bank, as rights agent. (incorporated by reference to Exhibit to 99.1 to the Midas, Inc. Current Report on Form 8-K dated as of December 7, 2007).
4.5		Amendment No. 1 to Rights Agreement, dated as of December 14, 2009, between Midas Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Midas, Inc. Current Report on Form 8-K dated December 14, 2009).
4.6		Amendment No. 2 to Rights Agreement, by and between Midas, Inc. and Compushare Trust Company, N.A., dated as of March 12, 2012 (incorporated by reference to Exhibit 4.1 to the Midas, Inc. Current Report on Form 8-K dated as of March 15, 2012).
10.1		Distribution and Indemnity Agreement dated as of December 31, 1997 among Midas, Inc., Midas International Corporation and Whitman Corporation (incorporated by reference to Exhibit 2.1 to Midas, Inc. Current Report on Form 8-K dated January 30, 1998 (the “Form 8-K”)).
10.2		Tax Sharing Agreement dated as of December 31, 1997 among Midas, Inc., Midas International Corporation and Whitman Corporation (incorporated by reference to Exhibit 2.2 to the Form 8-K).

Exhibit No.		Description
4.3		Warrant Agreement, dated as of March 27, 2003, by and among Midas, Inc. and the Warrant Holders named therein (incorporated by reference to Exhibit 4.21 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended December 28, 2002).
4.4		Rights Agreement, dated as of December 7, 2007, effective December 31, 2007, between Midas, Inc. and National City Bank, as rights agent. (incorporated by reference to Exhibit to 99.1 to the Midas, Inc. Current Report on Form 8-K dated as of December 7, 2007).
4.5		Amendment No. 1 to Rights Agreement, dated as of December 14, 2009, between Midas Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Midas, Inc. Current Report on Form 8-K dated December 14, 2009).
10.1		Distribution and Indemnity Agreement dated as of December 31, 1997 among Midas, Inc., Midas International Corporation and Whitman Corporation (incorporated by reference to Exhibit 2.1 to Midas, Inc. Current Report on Form 8-K dated January 30, 1998 (the “Form 8-K”)).
10.2		Tax Sharing Agreement dated as of December 31, 1997 among Midas, Inc., Midas International Corporation and Whitman Corporation (incorporated by reference to Exhibit 2.2 to the Form 8-K).
10.7		Amendment to Agreement for Strategic Alliance and License Agreement dated as of March 14, 2003, by and between Midas International Corporation and Magneti Marelli Services S.p.A., which amends the Agreement for Strategic Alliance and License Agreement dated as of October 1, 1998, between Midas International Corporation and Magneti Marelli S.p.A. (incorporated by reference to Exhibit 10.25 to the Midas, Inc. Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2003).
10.8		Second Amendment to Agreement for Strategic Alliance and License Agreement, dated as of July 28, 2004, by and between Midas International Corporation and Magneti Marelli Services S.p.A. (incorporated by reference to Exhibit to 10.26 to the Midas, Inc. Quarterly Report on Form 10-Q for the quarterly period ended October 2, 2004).
10.9		Third Amendment to Agreement for Strategic Alliance and License Agreement, dated as of September 29, 2004, by and between Midas International Corporation and Magneti Marelli Services S.p.A. (incorporated by reference to Exhibit to 10.27 to the Midas, Inc. Quarterly Report on Form 10-Q for the quarterly period ended October 2, 2004).
10.10		Agreement, dated as of September 29, 2004, by and between Midas International Corporation and Norauto S.A. relating to Agreement for Strategic Alliance between Midas International Corporation and Magneti Marelli Services S.p.A., as amended (incorporated by reference to Exhibit to 10.28 to the Midas, Inc. Quarterly Report on Form 10-Q for the quarterly period ended October 2, 2004).
10.11*		Amended and Restated Directors’ Deferred Compensation Plan (incorporated by reference to Exhibit 10.11 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.12*		Severance Plan for Full-Time Salaried (Exempt) and Hourly (Non-Exempt) Employees (incorporated by reference to Exhibit 10.12 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.13*		Executive Retirement Plan—Account Balance Component (incorporated by reference to Exhibit 10.13 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.14*		Executive Retirement Plan—Defined Benefit Retirement Component (incorporated by reference to Exhibit 10.14 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).

Exhibit No.		Description
10.15*		Form of Amended and Restated Change in Control Agreement (incorporated by reference to Exhibit 10.15 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.16*		Form of Retention Agreement with certain executive officers (Messrs. Guzik and Marr) (incorporated by reference to Exhibit 10.16 to the Midas, Inc. Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2002).
10.17*		Form of Amendment to Retention Agreement with certain executive officers (Messrs. Guzik and Marr) dated as of November 11, 2008 (incorporated by reference to Exhibit 10.17 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.18*		Employment Confirmation Letter with President and Chief Executive Officer (incorporated by reference to Exhibit 10.19 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended December 28, 2002).
10.19*		Amendment to Employment Confirmation Letter with President and Chief Executive Officer dated as of November 11, 2008 (incorporated by reference to Exhibit 10.19 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.20*		Employment Confirmation Letter with Senior Vice President and Chief Marketing Officer (incorporated by reference to Exhibit 10.32 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 1, 2005).
10.21*		Amendment to Employment Confirmation Letter with Senior Vice President and Chief Marketing Officer dated as of November 11, 2008 (incorporated by reference to Exhibit 10.21 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.22*		Amended and Restated Midas, Inc. Stock Incentive Plan, as amended on May 8, 2007 (incorporated by reference to Exhibit 10.10 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended December 29, 2007).
10.23*		Treasury Stock Plan (incorporated by reference to Exhibit 4.6 to Midas, Inc. Registration Statement on Form S-8 relating to its Treasury Stock Plan (Registration No. 333-89226).
10.24*		Stock Option Agreement with Non-Executive Chairman of the Board of Directors (incorporated by reference to Exhibit 10.17 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended December 28, 2002).
10.25*		Stock Option Agreement with President and Chief Executive Officer (incorporated by reference to Exhibit 10.20 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended December 28, 2002).
10.26*		Form of Stock Option Agreement for Supplemental Stock Options issued to certain executive officers (Mr. Feldman) under the Stock Incentive Plan in fiscal 2004 (incorporated by reference to Exhibit 10.30 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 1, 2005).
10.27*		Form of Stock Option Agreement for Stock Options issued under either the Stock Incentive Plan, the Treasury Stock Plan, or outside of the Stock Incentive Plan and Treasury Stock Plan in fiscal 2005 and 2006 (incorporated by reference to Exhibit 10.11 to Midas, Inc. Annual Report on Form 10-K for the annual period ended December 31, 2005).
10.28*		Form of Stock Option Agreement for Stock Options issued under the Stock Incentive Plan in fiscal 2007 (incorporated by reference to Exhibit 10.28 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).

Exhibit No.		Description
10.29*		Form of Stock Option Agreement for Stock Options issued under the Stock Incentive Plan in fiscal 2008 and 2009 (incorporated by reference to Exhibit 10.29 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.7		Amendment to Agreement for Strategic Alliance and License Agreement dated as of March 14, 2003, by and between Midas International Corporation and Magneti Marelli Services S.p.A., which amends the Agreement for Strategic Alliance and License Agreement dated as of October 1, 1998, between Midas International Corporation and Magneti Marelli S.p.A. (incorporated by reference to Exhibit 10.25 to the Midas, Inc. Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2003).
10.30		Form of Stock Option Agreement for Stock Options issued under the Stock Incentive Plan and Treasury Stock Plan in fiscal 2010.
10.8		Second Amendment to Agreement for Strategic Alliance and License Agreement, dated as of July 28, 2004, by and between Midas International Corporation and Magneti Marelli Services S.p.A. (incorporated by reference to Exhibit to 10.26 to the Midas, Inc. Quarterly Report on Form 10-Q for the quarterly period ended October 2, 2004).
10.31*		Form of Restricted Stock Award Agreement for Restricted Stock Awards issued under the Stock Incentive Plan or the Treasury Stock Plan in fiscal 2005 and 2006 (incorporated by reference to Exhibit to 10.39 to the Midas, Inc. Quarterly Report on Form 10-Q for the quarterly period ended July 2, 2005).
10.9		Third Amendment to Agreement for Strategic Alliance and License Agreement, dated as of September 29, 2004, by and between Midas International Corporation and Magneti Marelli Services S.p.A. (incorporated by reference to Exhibit to 10.27 to the Midas, Inc. Quarterly Report on Form 10-Q for the quarterly period ended October 2, 2004).
10.32*		Form of Restricted Stock Award Agreement for Restricted Stock Awards (time-based vesting) issued under the Stock Incentive Plan in fiscal 2007. (incorporated by reference to Exhibit 10.35 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.10		Agreement, dated as of September 29, 2004, by and between Midas International Corporation and Norauto S.A. relating to Agreement for Strategic Alliance between Midas International Corporation and Magneti Marelli Services S.p.A., as amended (incorporated by reference to Exhibit to 10.28 to the Midas, Inc. Quarterly Report on Form 10-Q for the quarterly period ended October 2, 2004).
10.33*		Form of Restricted Stock Award Agreement for Restricted Stock Awards (performance-based vesting) issued under the Stock Incentive Plan in fiscal 2007 (incorporated by reference to Exhibit 10.36 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.11*		Amended and Restated Directors’ Deferred Compensation Plan (incorporated by reference to Exhibit 10.11 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.34*		Form of Restricted Stock Award Agreement for Restricted Stock Awards (time-based vesting) issued under the Stock Incentive Plan in fiscal 2008 (incorporated by reference to Exhibit 10.37 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.12*		Amended and Restated Severance Plan for Full Time Salaried (Exempt) and Hourly (Non-Exempt) Employees (incorporated by reference to Exhibit 10.1 to the Midas, Inc. Current Report on Form 8-K dated as of March 15, 2012).
10.35*		Form of Restricted Stock Award Agreement for Restricted Stock Awards (performance-based vesting) issued under the Stock Incentive Plan in fiscal 2008 (incorporated by reference to Exhibit 10.38 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.14*		Executive Retirement Plan—Defined Benefit Retirement Component (incorporated by reference to Exhibit 10.14 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.36*		Description of 2009 Incentive Compensation Plan (incorporated by reference to the Midas, Inc. Current Report on Form 8-K dated March 18, 2009).
10.15*		Form of Amended and Restated Change in Control Agreement (incorporated by reference to Exhibit 10.15 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.37*		Description of 2010 Incentive Compensation Plan (incorporated by reference to the Midas, Inc. Current Report on Form 10-Q for the quarterly period ended April 3, 2010).
10.16*		Form of Retention Agreement with certain executive officers (Messrs. Guzik and Marr) (incorporated by reference to Exhibit 10.16 to the Midas, Inc. Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2002).
10.38*		Summary of Employment Arrangements with Named Executive Officers (Messrs. Feldman, Guzik and Dow) (incorporated by reference to Exhibit 10.34 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 1, 2005).
10.17*		Form of Amendment to Retention Agreement with certain executive officers (Messrs. Guzik and Marr) dated as of November 11, 2008 (incorporated by reference to Exhibit 10.17 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.39*		Summary of Directors Compensation (incorporated by reference to Exhibit 10.35 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 1, 2005).
10.18*		Employment Confirmation Letter with President and Chief Executive Officer (incorporated by reference to Exhibit 10.19 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended December 28, 2002).
10.40*		First Amendment to Midas Executive Retirement Plan Account Balance Component (incorporated by reference to Exhibit 10.2 to the Midas, Inc. Quarterly Report on Form 10-Q for the quarterly period ended April 4, 2009).
10.19*		Amendment to Employment Confirmation Letter with President and Chief Executive Officer dated as of November 11, 2008 (incorporated by reference to Exhibit 10.19 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.41		Agreement for Strategic Alliance dated October 1, 1998 between Midas International Corporation and Magneti Marelli S.p.A. (incorporated by reference to Exhibit 10.43 to the Midas, Inc. Quarterly Report on Form 10-Q for the quarterly period ended October 3, 2009).
10.42		Amended and Restated Credit Agreement, dated December 4, 2009, among Midas International Corporation and JP Morgan Chase Bank, N.A. as Administrative Agent, PNC, National Association as Syndication Agent, and Bank of America, N.A. as Documentation Agent (incorporated by reference to Exhibit 10.48 to the Midas, Inc. Current Report on Form 8-K dated December 8, 2009).
10.43		First Amendment to Amended and Restated Credit Agreement, dated December 4, 2009, among Midas International Corporation and JP Morgan Chase Bank, N.A. as Administrative Agent, PNC, National Association as Syndication Agent, and Bank of America, N.A. as Documentation Agent.

Exhibit No.		Description
10.44*#		Description of 2011 Incentive Compensation Plan
10.20*		Employment Confirmation Letter with Senior Vice President and Chief Marketing Officer (incorporated by reference to Exhibit 10.32 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 1, 2005).
21.1#		Subsidiaries of Midas, Inc.
10.21*		Amendment to Employment Confirmation Letter with Senior Vice President and Chief Marketing Officer dated as of November 11, 2008 (incorporated by reference to Exhibit 10.21 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
23.1#		Consent of Independent Registered Public Accounting Firm.
10.22*		Amended and Restated Midas, Inc. Stock Incentive Plan, as amended on May 8, 2007 (incorporated by reference to Exhibit 10.10 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended December 29, 2007).
31.1#		Certification of Chief Executive Officer pursuant to Rule 13a – 14(a) / 15d – 14(a).
10.23*		Treasury Stock Plan (incorporated by reference to Exhibit 4.6 to Midas, Inc. Registration Statement on Form S-8 relating to its Treasury Stock Plan (Registration No. 333-89226).
31.2#		Certification of Chief Financial Officer pursuant to Rule 13a – 14(a) / 15d – 14(a).
10.24*		Stock Option Agreement with Non-Executive Chairman of the Board of Directors (incorporated by reference to Exhibit 10.17 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended December 28, 2002).
32.1#		Section 1350 Certifications.
10.25*		Stock Option Agreement with President and Chief Executive Officer (incorporated by reference to Exhibit 10.20 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended December 28, 2002).
10.26*		Form of Stock Option Agreement for Supplemental Stock Options issued to certain executive officers (Mr. Feldman) under the Stock Incentive Plan in fiscal 2004 (incorporated by reference to Exhibit 10.30 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 1, 2005).
10.27*		Form of Stock Option Agreement for Stock Options issued under either the Stock Incentive Plan, the Treasury Stock Plan, or outside of the Stock Incentive Plan and Treasury Stock Plan in fiscal 2005 and 2006 (incorporated by reference to Exhibit 10.11 to Midas, Inc. Annual Report on Form 10-K for the annual period ended December 31, 2005).
10.28*		Form of Stock Option Agreement for Stock Options issued under the Stock Incentive Plan in fiscal 2007 (incorporated by reference to Exhibit 10.28 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.29*		Form of Stock Option Agreement for Stock Options issued under the Stock Incentive Plan in fiscal 2008 and 2009 (incorporated by reference to Exhibit 10.29 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.30*		Form of Stock Option Agreement for Stock Options issued under the Stock Incentive Plan and Treasury Stock Plan in fiscal 2010 (incorporated by reference to Exhibit 10.30 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 1, 2011).
10.31*		Form of Restricted Stock Award Agreement for Restricted Stock Awards issued under the Stock Incentive Plan or the Treasury Stock Plan in fiscal 2005 and 2006 (incorporated by reference to Exhibit to 10.39 to the Midas, Inc. Quarterly Report on Form 10-Q for the quarterly period ended July 2, 2005).
10.32*		Form of Restricted Stock Award Agreement for Restricted Stock Awards (time-based vesting) issued under the Stock Incentive Plan in fiscal 2007. (incorporated by reference to Exhibit 10.35 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).
10.33*		Form of Restricted Stock Award Agreement for Restricted Stock Awards (performance-based vesting) issued under the Stock Incentive Plan in fiscal 2007 (incorporated by reference to Exhibit 10.36 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).


Exhibit No.		Description

10.34*		Form of Restricted Stock Award Agreement for Restricted Stock Awards (time-based vesting) issued under the Stock Incentive Plan in fiscal 2008 (incorporated by reference to Exhibit 10.37 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).

10.35*		Form of Restricted Stock Award Agreement for Restricted Stock Awards (performance-based vesting) issued under the Stock Incentive Plan in fiscal 2008 (incorporated by reference to Exhibit 10.38 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 3, 2009).

10.37*		Description of 2010 Incentive Compensation Plan (incorporated by reference to the Midas, Inc. Current Report on Form 10-Q for the quarterly period ended April 3, 2010).

10.38*		Summary of Employment Arrangements with Named Executive Officers (Messrs. Feldman, Guzik and Dow) (incorporated by reference to Exhibit 10.34 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 1, 2005).

10.39*		Summary of Directors Compensation (incorporated by reference to Exhibit 10.35 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 1, 2005).

10.41		Agreement for Strategic Alliance dated October 1, 1998 between Midas International Corporation and Magneti Marelli S.p.A. (incorporated by reference to Exhibit 10.43 to the Midas, Inc. Quarterly Report on Form 10-Q for the quarterly period ended October 3, 2009).

10.42		Amended and Restated Credit Agreement, dated December 4, 2009, among Midas International Corporation and JP Morgan Chase Bank, N.A. as Administrative Agent, PNC, National Association as Syndication Agent, and Bank of America, N.A. as Documentation Agent (incorporated by reference to Exhibit 10.48 to the Midas, Inc. Current Report on Form 8-K dated December 8, 2009).

10.43*		First Amendment to Amended and Restated Credit Agreement, dated December 4, 2009, among Midas International Corporation and JP Morgan Chase Bank, N.A. as Administrative Agent, PNC, National Association as Syndication Agent, and Bank of America, N.A. as Documentation Agent (incorporated by reference to Exhibit 10.43 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 1, 2011).

10.44*		Description of 2011 Incentive Compensation Plan (incorporated by reference to Exhibit 10.44 to the Midas, Inc. Annual Report on Form 10-K for the annual period ended January 1, 2011).

10.45*		Description of 2012 Incentive Compensation plan (incorporated by reference to Item 5.02 to the Midas, Inc. Current Report on Form 8-K dated as of March 15, 2012).

23.1#		Consent of Independent Registered Public Accounting Firm.

31.1#		Certification of Chief Executive Officer pursuant to Rule 13a – 14(a) / 15d – 14(a).

31.2#		Certification of Chief Financial Officer pursuant to Rule 13a – 14(a) / 15d – 14(a).

32.1#		Section 1350 Certifications.

101.INS^		XBRL Instance Document

101.SCH^		Taxonomy Extension Schema Document

101.CAL^		Taxonomy Extension Calculation Linkbase Document

101.LAB^		XBRL Taxonomy Extension Label Linkbase Document

101.PRE^		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF^		XBRL Taxonomy Extension Definition Linkbase Document

*	Management Compensatory Plan or Contract

#	Filed herewith

54^ Attached as exhibit 101 to Midas Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011 are furnished the following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows (iv) the Consolidated Statements of Changes In Shareholder’s Equity, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text.

In accordance with Rule 406T of Regulation S-T, the information in these exhibits is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, this ~~17th~~21st day of March ~~2011~~2012.

MIDAS, INC. By: /sS/ WILLIAM M. GUZIK William M. Guzik Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities indicated on behalf of the Registrant, this ~~17th~~21st day of March ~~2011~~2012.

Signature Title /S/ ALAN D. FELDMAN Alan D. Feldman Chairman, President, Chief Executive Officer and Director (principal executive officer) ~~Alan D. Feldman~~ /S/ WILLIAM M. GUZIK William M. Guzik Executive Vice President and Chief Financial Officer (principal financial officer) ~~William M. Guzik~~ /S/ AUDREY L. GUALANDRI Audrey L. Gualandri Vice President and Controller (principal accounting officer) ~~Audrey L. Gualandri~~ /S/ ROBERT R. SCHOEBERL ~~Lead Director~~ Robert R. Schoeberl Lead Director /S/ THOMAS L. BINDLEY ~~Director~~ Thomas L. Bindley Director /S/ ARCHIE R. DYKES ~~Director~~ Archie R. Dykes Director /S/ JAROBIN GILBERT, JR. ~~Director~~ Jarobin Gilbert, Jr. Director /S/ DIANE L. ROUTSON ~~Director~~ Diane L. Routson Director

5557

MIDAS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm			F-2
Consolidated Statements of Operations for fiscal years 2010, 2009 and 2008			F-3
Consolidated Statements of Operations for fiscal years 2011, 2010 and 2009			F-3
Consolidated Balance Sheets as of fiscal year end 2010 and 2009			F-4
Consolidated Balance Sheets as of fiscal year end 2011 and 2010			F-4
Consolidated Statements of Cash Flows for fiscal years 2010, 2009 and 2008			F-5
Consolidated Statements of Cash Flows for fiscal years 2011, 2010 and 2009			F-5
Consolidated Statements of Changes in Shareholders’ Equity for fiscal years 2010, 2009 and 2008			F-6
Consolidated Statements of Changes in Shareholders’ Equity for fiscal years 2011, 2010 and 2009			F-6
Notes to Consolidated Financial Statements			F-7

Financial statement schedules are omitted because they are not applicable or the required information is presented in the financial statements or related notes.

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Midas, Inc.:

We have audited the accompanying consolidated balance sheets of Midas, Inc. (the “Company”) as of fiscal year end ~~2010~~2011 and ~~2009~~2010, and the related consolidated statements of operations, cash flows, and changes in shareholders’ equity for each of the fiscal years ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Midas, Inc. as of fiscal- year end ~~2010~~2011 and ~~2009~~2010, and the results of its operations and cash flows for fiscal years ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Midas, Inc.’s internal control over financial reporting as of ~~January~~ December 131, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 1721, ~~2011~~2012 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Chicago, Illinois

March 1721, ~~2011~~2012

F-2

MIDAS

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except for earnings per share)

Fiscal Year	~~2010~~2011			~~2009~~2010			~~2008~~2009
Sales and revenues:
Franchise royalties and license fees	$	5354.02		$	53.60		$	5753.26
Real estate revenues from franchised shops		3132.85			3231.68			3432.6
Company-operated shop retail sales		7767.62			6577.46			6165.4
Replacement part sales and product royalties		2221.93			2522.39			2925.23
Warranty fee revenue		1.29			01.52			—0.5
Software sales and maintenance revenue		56.95			5.49			5.04
Total sales and revenues		~~192~~183.46			~~182~~192.84			~~187~~182.48
Operating costs and expenses:
Franchised shops—occupancy expenses		2223.53			22.75			22.87
Company-operated shop parts cost of sales		2217.39			1822.23			1618.12
Company-operated shop payroll and employee benefits		3328.2			2833.12			2628.1
Company-operated shop occupancy and other operating expenses		2521.56			2225.05			2022.80
Replacement part cost of sales		2119.06			2221.90			2622.49
Warranty expense (benefit)		0.9			0.1			(2.7	)
Warranty expense		0.7			0.9			0.1
Selling, general, and administrative expenses		50.58			5150.25			5451.12
European arbitration award		25.5			—			—
Strategic review expenses		3.2			0.0			0.0
Loss on sale of assets, net		—			0.2			0.9
Asset impairment charge		0.5			0.0			0.0
Business transformation charges		—			3.2			1.6
European arbitration award		0.0			25.5			0.0
Total operating costs and expenses		201.4			168.6			166.1
Loss on sale of assets, net		1.1			0.0			0.2
Operating income (loss)		(9.0	)		14.2			21.3
Business transformation charges		0.0			0.0			3.2
Interest expense		(9.3	)		(8.3	)		(9.1	)
Total operating costs and expenses		166.9			201.4			168.6
Other income, net		0.3			0.4			0.8
Operating income (loss)		16.7			(9.0	)		14.2
Income (loss) before income taxes		(18.0	)		6.3			13.0
Interest expense		(8.2	)		(9.3	)		(8.3	)
Income tax expense (benefit)		(4.6	)		3.7			5.2
Other income (expense), net		(1.1	)		0.3			0.4
Net income (loss)	$	(13.4	)	$	2.6		$	7.8
Income (loss) before income taxes		7.4			(18.0	)		6.3
Income tax expense (benefit)		3.4			(4.6	)		3.7
Net income (loss)	$	4.0		$	(13.4	)	$	2.6
Earnings (loss) per share:
Basic	$	(0.9729	)	$	(0.1997	)	$	0.5819
Diluted	$	(0.9728	)	$	(0.1997	)	$	0.5619
Average number of shares:
Common shares outstanding		13.8			13.7			13.5
Shares applicable to basic earnings		13.8			13.9			13.8
Common stock warrants		0.1			0.1			0.1
Equivalent shares on outstanding stock awards		0.3			0.0			0.0
Shares applicable to basic earnings		13.9			13.8			13.6
Shares applicable to diluted earnings		14.1			13.9			13.8
Equivalent shares on outstanding stock awards		—			—			0.3
Shares applicable to diluted earnings		13.9			13.8			13.9

See accompanying notes to financial statements.

F-3

MIDAS

CONSOLIDATED BALANCE SHEETS

(In millions, except per share data)

Fiscal Year End	~~2010~~2011			~~2009~~2010
Assets:
Current assets:
Cash and cash equivalents	$	0.62		$	0.96
Receivables, net		2922.54			3129.25
Inventories		5.0			5.6
Inventories, net		6.2			5.0
Deferred income taxes		188.01			918.50
Prepaid assets		4.12			4.41
Other current assets		3.0			3.0
Total current assets		6044.21			5460.62
Property and equipment, net		8174.10			8681.41
Goodwill and other intangible assets, net		41.0			36.8
Goodwill		23.2			23.4
Deferred income taxes		43.9			46.1
Other intangible assets, net		16.4			17.6
Other assets		3.5			4.7
Deferred income taxes		55.3			43.9
Total assets	$	229.7		$	228.6
Other assets		2.8			3.5
Total assets	$	215.8		$	229.7
Liabilities and equity:
Current liabilities:
Current portion of long-term obligations	$	1.78		$	1.57
Current portion of accrued warranty		1.75			21.07
Accounts payable		21.1			22.8
Current portion of deferred warranty obligation		2.4			2.0
Accrued expenses		20.5			24.0
Accounts payable		15.1			21.1
Accrued European arbitration award		25.5			—
Accrued expenses		23.2			20.5
Total current liabilities		70.5			50.3
Accrued European arbitration award		00.0			25.5
Long-term debt		62.7			71.9
Total current liabilities		44.0			72.5
Obligations under capital leases		1.3			1.6
Long-term debt		72.6			62.7
Finance lease obligation		29.1			30.5
Obligations under capital leases		1.1			1.3
Pension liability		22.5			20.1
Finance lease obligation		27.6			29.1
Accrued warranty		9.1			11.3
Pension liability		33.7			22.5
Deferred warranty obligation		6.8			5.3
Accrued warranty		6.5			9.1
Other liabilities		6.7			4.6
Deferred warranty obligation		5.0			4.8
Total liabilities		208.7			195.6
Other liabilities		4.7			6.7
Temporary equity:
Total liabilities		195.2			208.7
Non-vested restricted stock subject to redemption		3.8			3.7
Temporary equity: Non-vested restricted stock subject to redemption		4.4			3.8
Shareholders’ equity:
Common stock ($.001 par value, 100 million shares authorized, 17.7 million shares issued) and paid-in capital		85.97			68.39
Treasury stock, at cost (3.5 million shares)		(71.8	)		(71.5	)
Treasury stock, at cost (3.3 million and 3.5 million shares)		(66.1	)		(71.8	)
Retained income		97101.6			~~111~~97.06
Accumulated other comprehensive loss		(1725.50	)		(1617.5	)
Total shareholders’ equity		1716.2			2917.32
Total liabilities and shareholders’ equity	$	~~229~~215.78		$	~~228~~229.67

See accompanying notes to financial statements.

F-4

MIDAS

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

Fiscal Year	~~2010~~2011			~~2009~~2010			~~2008~~2009
Cash flows from operating activities:
Net income (loss)	$	~~(13.~~4.0	)	$	2(13.64	)	$	72.86
Adjustments reconciling net income to net cash provided by operating activities:
Adjustments reconciling net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		97.3			9.43			109.14
Stock-based compensation		2.8			3.6			3.7
Share-based compensation		3.2			2.8			3.6
Amortization of financing fees and change in interest rate swap valuation		0.5			0.45			0.34
Warranty liability adjustment		(01.32	)		(0.63	)		(30.46	)
European arbitration award		250.50			—25.5			—0.0
Business transformation charges		—			3.2			1.6
Payment of European arbitration award, net		(22.4	)		0.0			0.0
Deferred income taxes		(6.3	)		3.3			6.4
Business transformation charges		0.0			0.0			3.2
Loss on sale of fixed assets		—			0.2			0.9
Asset impairment charge		0.5			0.0			0.0
Cash outlays for business transformation costs		(0.2	)		(2.0	)		(1.5	)
Deferred income taxes		(1.5	)		(6.3	)		3.3
Loss on sale of assets		1.1			0.0			0.2
Cash outlays for business transformation costs		0.0			(0.2	)		(2.0	)
Changes in assets and liabilities, exclusive of effects of European arbitration award, business transformation charges, acquisitions and dispositions:
Receivables		(02.87	)		(0.28	)		(0.72	)
Inventories		0(2.37	)		(10.3	)		(1.03	)
Accounts payable		(1.5.8	)		2(1.05	)		6.2.0
Accrued expenses		(32.37	)		0(3.43	)		(20.54	)
Other		3.41			(23.04	)		(12.50	)
Total changes in assets and liabilities		(10.90	)		(01.79	)		(0.57	)
Net cash provided by operating activities		16.0			19.4			26.4
Net cash provided by (used in) operating activities		(8.5	)		16.0			19.4
Cash flows from investing activities:
Capital investments		(4.3.5	)		(34.13	)		(63.41	)
Cash paid for acquired businesses		(30.50	)		(1.3.5	)		(241.53	)
Proceeds from sales of assets		23.95			02.39			1.0.3
Net cash used in investing activities		(40.90	)		(4.19	)		(294.91	)
Cash flows from financing activities:
Net borrowings (repayments) under revolving lines of credit		(9.29	)		(119.72	)		7(11.37	)
Payments for debt financing fees		—0.0			(10.50	)		—(1.5	)
Decrease in outstanding checks		(0.31	)		(0.23	)		(2.0.2	)
Payment of principal obligations under capital leases		(0.32	)		(0.3	)		(0.73	)
Payment of principal obligations under finance lease		(1.34	)		(1.13	)		(1.1	)
Cash received for common stock		—			—			0.2
Cash paid for repurchase of common shares		(0.1	)		(0.4	)		(0.7	)
Cash paid for treasury shares		(0.4	)		(0.7	)		(0.4	)
Borrowings under capital lease arrangements		0.0			0.1			0.0
Borrowings under capital lease arrangements		0.1			—			—
Net cash provided by (used in) financing activities		8.1			(11.4	)		(15.5	)
Net cash provided by (used in) financing activities		(11.4	)		(15.5	)		3.3
Net change in cash and cash equivalents		(0.4	)		(0.3	)		(0.2	)
Net change in cash and cash equivalents		(0.3	)		(0.2	)		(0.2	)
Cash and cash equivalents at beginning of period		0.6			0.9			1.1
Cash and cash equivalents at beginning of period		0.9			1.1			1.3
Cash and cash equivalents at end of period	$	0.2		$	0.6		$	0.9
Cash and cash equivalents at end of period	$	0.6		$	0.9		$	1.1

See accompanying notes to financial statements.

F-5

MIDAS

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In millions)

	Common StockAnd Paid-inCapital					Treasury Stock						RetainedIncome			ComprehensiveIncome (Loss)			AccumulatedOtherComprehensiveLoss
	Common Stock AndPaid In Capital					Treasury Stock						RetainedIncome			ComprehensiveIncome			Accumulated OtherComprehensive Loss
	Shares		Amount			Shares			Amount
Fiscal year end 2007		17.7	$	8.8			(3.9	)	$	(81.0	)	$	100.6					$	(3.3	)
Fiscal year end 2008		17.7	$	6.8			(3.7	)	$	(76.8	)	$	108.4					$	(18.8	)
Restricted stock awards		—0.0		(46.30	)		0.23			46.30			—0.0		$	—0.0			—0.0
Purchase of treasury shares		—0.0		—0.0			—(0.1	)		(0.47	)		—0.0			—0.0			—0.0
Stock option transactions		—		(0.1	)		—			0.3			—			—			—
Stock option expense		0.0		1.1			0.0			0.0			0.0			0.0			0.0
Stock option expense		—		1.3			—			—			—			—			—
Restricted stock vesting		0.0		4.4			0.0			0.0			0.0			0.0			0.0
Restricted stock vesting		—		1.1			—			—			—			—			—
Net income		0.0		0.0			0.0			0.0			2.6			2.6			0.0
Net income		—		—			—			—			7.8			7.8			—
Other comprehensive income
—foreign currency translation		—0.0		—0.0			—0.0			—0.0			—0.0			~~(2.~~1.2	)		~~(2.~~1.2	)
—unrecognized pension costs, net of taxes		—		—			—			—			—			(12.6	)		(12.6	)
—unrecognized pension costs, net of tax		0.0		0.0			0.0			0.0			0.0			0.6			0.6
—loss on derivative financial instruments, net of tax		—		—			—			—			—			(0.8	)		(0.8	)
—gain on derivative financial instruments, net of tax		0.0		0.0			0.0			0.0			0.0			0.5			0.5
Comprehensive loss		—		—			—			—			—		$	(7.7	)		—
Comprehensive income		0.0		0.0			0.0			0.0			0.0		$	4.9			0.0
Fiscal year end 2008		17.7		6.8			(3.7	)		(76.8	)		108.4						(18.8	)
Restricted stock awards		—		(6.0	)		0.3			6.0			—		$	—			—
Purchase of treasury shares		—		—			(0.1	)		(0.7	)		—			—			—
Stock option expense		—		1.1			—			—			—			—			—
Restricted stock vesting		—		4.4			—			—			—			—			—
Net income		—		—			—			—			2.6			2.6			—
Other comprehensive income
—foreign currency translation		—		—			—			—			—			1.2			1.2
—unrecognized pension costs, net of taxes		—		—			—			—			—			0.6			0.6
—gain on derivative financial instruments, net of tax		—		—			—			—			—			0.5			0.5
Comprehensive income		—		—			—			—			—		$	4.9			—
Fiscal year end 2009		17.7		6.3			(3.5	)		(71.5	)		111.0						(16.5	)
Restricted stock awards		—0.0		(0.3	)		—0.0			0.3			—0.0		$	—0.0			—0.0
Purchase of treasury shares		—0.0		—0.0			—0.0			(0.4	)		—0.0			—0.0			—0.0
Stock option expense		—0.0		1.0			—0.0			—0.0			—0.0			—0.0			—0.0
Restricted stock vesting		—0.0		1.4			—0.0			—0.0			—0.0			—0.0			—0.0
Forfeiture of restricted stock		—0.0		0.5			—0.0			(0.2	)		—0.0			—0.0			—0.0
Net loss		—0.0		—0.0			—0.0			—0.0			(13.4	)		(13.4	)		—0.0
Other comprehensive income
—foreign currency translation		—0.0		—0.0			—0.0			—0.0			—0.0			0.5			0.5
—unrecognized pension costs, net of taxes		—		—			—			—			—			(1.5	)		(1.5	)
—unrecognized pension costs, net of tax		0.0		0.0			0.0			0.0			0.0			(1.5	)		(1.5	)
Comprehensive loss		—0.0		—0.0			—0.0			—0.0			—0.0		$	(14.4	)		—0.0
Fiscal year end 2010		17.7	$	8.9			(3.5	)	$	(71.8	)	$	97.6					$	(17.5	)
Restricted stock awards		0.0		(5.8	)		0.3			5.8			0.0		$	0.0			0.0
Purchase of treasury shares		0.0		0.0			0.0			(0.1	)		0.0			0.0			0.0
Stock option expense		0.0		1.2			0.0			0.0			0.0			0.0			0.0
Restricted stock vesting		0.0		1.4			0.0			0.0			0.0			0.0			0.0
Cancelation of restricted grant		0.0		0.0			(0.1	)		0.0			0.0			0.0			0.0
Net income		0.0		0.0			0.0			0.0			4.0			4.0			0.0
Other comprehensive income
—foreign currency translation		0.0		0.0			0.0			0.0			0.0			(0.2	)		(0.2	)
—unrecognized pension costs, net of tax		0.0		0.0			0.0			0.0			0.0			(7.4	)		(7.4	)
—gain on derivative financial instruments, net of tax		0.0		0.0			0.0			0.0			0.0			0.1			0.1
Comprehensive loss		0.0		0.0			0.0			0.0			0.0		$	(3.5	)		0.0
Fiscal year end 2011		17.7	$	5.7			(3.3	)	$	(66.1	)	$	101.6					$	(25.0	)

See accompanying notes to financial statements.

F-6

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Summary of Significant Accounting Policies

Nature of Business and Basis of Presentation

Midas, Inc. (“MDS” or the “Company”) provides retail automotive services principally through franchised or licensed shops in the U.S., Canada, Europe and other countries. Through March of 2008, the Company’s sole franchise concept was Midas auto repair centers (“Midas”). In April of 2008, MDS acquired the SpeeDee Oil Change and Tune-up franchise system (“SpeeDee”) and now sells Midas, SpeeDee and Midas-SpeeDee Co-Branded franchises. The consolidated financial statements presented herein include Midas, Inc. and all of its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Certain reclassifications have been made to the previously reported fiscal 2010 financial statements in order to provide consistency with the fiscal 2011 presentation. In fiscal 2010 the Company classified the entire deferred warranty obligation as long-term. It was management’s opinion in fiscal 2010, that it was not possible to accurately estimate the amount to be redeemed within one year, due to the limited amount of data available at that time. Due to the passage of time, management is now able to estimate the current portion. As a result, $2.0 million of the $6.8 million deferred warranty obligation recorded in fiscal 2010 was reclassified to the current portion of deferred warranty obligation.

Fiscal Periods

Fiscal year ~~2010~~2011 ended on ~~January~~December 131, 2011 and consisted of 52 weeks. Fiscal year ~~2009~~2010 ended on January 21, ~~2010~~ 2011 and consisted of 52 weeks. Fiscal year ~~2008~~2009 ended on January 32, ~~2009~~2010 and consisted of 5352 weeks.

Foreign Currency Translation and Transactions

All assets and liabilities of non-U.S. operations are translated into U.S. dollars using exchange rates as of the end of each fiscal period. Income and expense items are translated at average exchange rates prevailing during each fiscal period. The resulting translation adjustments are recorded as a component of shareholders’ equity. Gains and losses from foreign currency transactions are included in net earnings.

Cash and Cash Equivalents

Cash and cash equivalents consist of deposits with banks and financial institutions and are unrestricted as to withdrawal or use, and which have an original maturity of three months or less. Cash and cash equivalents includes customer credit card payments that settle within 2-3 business days of the fiscal period end.

Fair Value of Financial Instruments

MDS’s financial instruments include cash and cash equivalents, receivables, accounts payable, and long-term debt. No public market exists for the Company’s long term debt. Since the Company’s credit agreement was amended on December 4, 2009, interest rate spreads have declined. As a result, MDS estimates that the fair value of the Company’s $6272.76 inmillion in debt is approximately $6373.82 million. The carrying amounts of the other financial assets and liabilities approximate their fair values because of the short maturities of those instruments.

Derivative Financial Instruments

The Company has market risk exposure to changes in interest rates, principally in the United States. MDS attempts to minimize this risk and fix a portion of its overall borrowing costs through the utilization of interest rate swaps. These swaps are entered into with financial institutions and have critical dates and terms that result in the swaps being highly effective.

Valuation of Receivables

F-7

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ofValuation ~~these amounts can be impacted by the Company’s collection efforts, the financial stability~~ of ~~its~~Receivables customers and franchisees, and the general economic climate in which it operates. Recent market conditions have increased the uncertainty in making these estimates. Any adverse change in these factors could have a significant impact on the collectability of these assets and could have a material impact on the Company’s consolidated financial statements.

The Company records receivables due from its franchisees and other customers at the time the sale is recorded in accordance with its revenue recognition policies. These receivables consist of amounts due from the sale of products, royalties due from franchisees and suppliers, rents and other amounts. The future collectability of these amounts can be impacted by the Company’s collection efforts, the financial stability of its customers and franchisees, and the general economic climate in which it operates. Recent economic conditions have increased the uncertainty in making these estimates. Any adverse change in these factors could have a significant impact on the collectability of these assets and could have a material impact on the Company’s consolidated financial statements.

Notes Receivable

Notes receivable relate to franchisee financing arrangements for certain previously past due balances and other long-term receivables that exceed one year. They bear interest at a market rate based on the franchisee’s credit quality and are recorded at face value. Interest is recognized over the life of the note. The notes are typically collateralized by inventory, equipment or similar assets of the franchisee. The Company has not and does not intend to sell these receivables. Past due notes receivable are considered during the Company’s valuation of receivables.

Inventory Valuation

Inventories are valued at the lower of cost or net realizable value. Inventory cost is determined using the weighted-average cost method, which approximates the first-in, first-out method. Additionally, the Company periodically evaluates the carrying value of its inventory to assess the proper valuation. This evaluation includes having adequate allowances to cover losses in the normal course of operations, providing for excess and obsolete inventory, and ensuring that inventory is valued at the lower of cost or market. In performing this evaluation, the Company considers historical data such as actual loss experience, past and projected usage, rights to return product to vendors and actual margins generated from sales of its products.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method and includes amortization of assets held under capital and finance leases. When property is sold or retired, the cost and accumulated depreciation are eliminated from the accounts and gains or losses are recorded in the statement of operations. Expenditures for maintenance and repairs are expensed as incurred.

Buildings and improvements are depreciated over useful lives ranging from 10 to 40 years. Machinery and equipment is depreciated over useful lives ranging from three to 12 years, and computer hardware is depreciated over useful lives of three to five years. Major enterprise-level computer software is depreciated over 10 years while all other software is depreciated over five years.

F-8

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

In assessing the valuation of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences at ~~January~~December 131, 2011, net of recorded valuation allowances. In the event that management determines the Company would not be able to realize all or part of the net deferred tax assets in the future, an adjustment to the ~~deferred~~valuation ~~tax~~allowances ~~assets~~ would be charged to income in the period in which such determination was made.

Carrying Value of Goodwill and Long-Lived Assets

The goodwill impairment test is a two step analysis. In Step One, the fair value of each reporting unit is compared to its ~~book~~carrying value. Management must apply judgment in determining the estimated fair value of these reporting units. Fair value is determined using a combination of present value techniques and quoted market prices of comparable businesses. If the fair value of the reporting unit exceeds its carrying value, goodwill is not deemed to be impaired for that reporting unit, and no further testing would be necessary. If the fair value of the reporting unit is less than the carrying value, the Company performs Step Two. Step Two uses the calculated fair value of the reporting unit to perform a hypothetical purchase price allocation to the fair value of the assets and liabilities of the reporting unit. The ~~difference~~ difference between the fair value of the reporting unit calculated in Step One and the fair value of the underlying assets and liabilities of the reporting unit is the implied fair value of the reporting unit’s goodwill. A charge is recorded in ~~the~~ the financial statements if the carrying value of the reporting unit’s goodwill is greater than its implied fair value.

F-9

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Long-lived Assets: Long-lived assets include property and equipment, intangible assets, long-term prepaid assets and other non-current assets. The Company reviews long-lived assets held for use for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that may indicate long-lived assets may not be recoverable include, but are not limited to, a significant decrease in the market price of long-lived assets, a significant adverse change in the manner in which the Company utilizes a long-lived asset, a significant adverse change in the business climate, a recent history of operating or cash flow losses, or a current expectation that it is more likely than not ~~likely~~ that a long-lived asset will be sold or disposed of in the future. For ~~impairment~~ impairment testing purposes, the Company groups its long-lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities (the asset group).

Fixed assets held for sale are carried at the lower of the carrying amount or fair value, less costs to sell. Assets held for sale are no longer depreciated.

Revenue Recognition

Franchise royalties are recognized in the periods that correspond to the periods in which retail sales and revenues are recognized by franchisees. Franchise renewal fees are recognized when the new franchise agreement is signed by the franchisee, the renewal period commences and all contractual obligations have been met. Product royalties are recognized as earned based on the volume of franchisee purchases of products from certain vendors. Real estate revenues are recognized as earned on a monthly basis in accordance with underlying property lease terms using the straight-line method. The majority of real estate revenues are derived from Midas shop locations. Nearly all of these locations are subject to an annual percentage rent based upon the location’s retail sales volume for the calendar year. Replacement part sales are recognized at the time products are shipped. Sales and revenues of company-operated shops are recognized when customer vehicles are repaired or serviced. ~~Taxes~~Warranty ~~collected~~fee onrevenue ~~behalf~~is ofrecorded ~~taxing~~at ~~authorities~~the ~~are~~same ~~not~~time ~~recognized~~warranty asexpense ~~revenue~~is recognized, ~~but~~which ~~rather~~is ~~are~~at ~~recorded~~the astime a ~~liability~~lifetime ~~and~~warranted ~~remitted~~product toclaim ~~the~~is ~~proper~~submitted ~~taxing~~to ~~authority~~the Company. ~~Warranty~~Taxes ~~fee~~collected ~~revenue is~~on ~~recorded~~behalf atof ~~the~~taxing ~~same~~authorities ~~time~~are ~~warranty~~not ~~expense~~recognized isas ~~recognized~~revenue, ~~which~~but israther atare ~~the~~recorded ~~time~~as a ~~lifetime~~liability ~~warranted~~and ~~product~~remitted ~~claim is submitted~~ to the ~~Company~~proper taxing authority.

Revenues derived from franchise fees, which represented approximately 0.69%, 0.86% and 10.18% of ~~franchising~~ revenues in fiscal ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009, respectively, are recognized when the franchised shop opens and after certain contractual obligations have been met. Costs related to securing initial franchise agreements and performing the required services under such agreements are charged to expense as incurred.

Advertising

Advertising costs are expensed as incurred.

F-10

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Recognition of Warranty Costs

Customers are provided a written warranty from MDS on certain Midas products purchased from Midas shops in North America, namely brake friction, mufflers, shocks and struts. The warranty will be honored at any Midas shop in North America and is valid for the lifetime of the vehicle, but is voided if the vehicle is sold. The Company maintains a warranty accrual to cover the estimated future liability associated with outstanding warranties. The Company determines the estimated value of outstanding warranty claims based on: 1) an estimate of the percentage of all warranted products sold and registered in prior periods at retail that are likely to be redeemed; and 2) an estimate of the future cost of redemption of each future warranty. ~~claim~~Management ondevelops athese ~~current cost basis. These~~ estimates ~~are~~based ~~computed~~on ~~using~~ actual historical registration and redemption data as well as actual cost information on current redemptions.

Annual warranty activity is summarized as follows (in millions):

Fiscal Year	~~2010~~2011			~~2009~~2010			~~2008~~2009
Accrued warranty expense at beginning of period	$	1310.38		$	1613.53		$	2416.85
Warranty benefit, net		(01.32	)		(0.3	)		(20.73	)
Changes in foreign currency exchange rate		(0.1	)		0.51			(10.15	)
Warranty credit issued to franchisees (warranty claims paid)		(21.35	)		(32.43	)		(43.54	)
Accrued warranty expense at end of period		~~10.~~8.0			1310.38			1613.53
Less current portion		1.75			21.07			2.40
Accrued warranty—non-current	$	96.15		$	119.31		$	1411.13

Warranty ~~expense (~~benefit) is included in operating costs and expenses in the statements of operations. Aas a ~~portion~~reduction of warranty expense ~~incurred is also paid as claims within the same fiscal year~~. Warranty ~~expense~~benefits ~~was~~of ~~reduced by~~ $01.32 million, $0.63 million and $30.43 million in fiscal ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009, respectively, were recorded due to changes in estimated future warranty redemptions and the estimated cost of these redemptions.

As of January 1, 2008, the Company changed how the Midas warranty obligations are funded in the United States. From June 2003 through December 2007, product royalties received from the Company’s preferred supply chain vendors were recorded as revenue and substantially offset the cost of warranty claims. Beginning in fiscal 2008, the Midas warranty program in the United States is funded directly by Midas franchisees. The franchisees are charged a fee for each warranted product sold to customers. The fee is charged when the warranty is registered with the Company. The fee billed to franchisees is deferred and is recognized as revenue when the actual warranty is redeemed and included in warranty expense. This fee is intended to cover the Company’s cost of the new warranty program, thus revenues under this program will match expenses and the new warranty program will have no net impact on the results of operations. In connection with this change, beginning in 2008 Midas system franchisees in the United States started receiving rebates on their purchases from the Company’s preferred supply chain vendors and MDS no longer receives product royalties on Midas franchisee purchases in the United States. Because the Company’s U.S. supply chain partners are responsible for the warranty of parts during the first 12 months, MDS did not begin to record revenues or expenses under the new program until fiscal 2009.

As of July 1, 2009, the Company changed how the Midas warranty obligations are funded in Canada to match the U.S. program. As a result, beginning in July 2009 Midas system franchisees in Canada started receiving rebates on their purchases from the Company’s preferred supply chain vendors and MDS no longer receives product royalties on Midas franchisee purchases in Canada. Because the Company’s Canadian supply chain partners are responsible for the warranty of parts during the first 12 months, MDS did not begin to record revenues or expenses under the new Canadian program until fiscal 2010.

F-11

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Annual activity for the deferred warranty obligation related to this new program is summarized as follows (in millions):

Fiscal Year	~~2010~~2011			~~2009~~2010			~~2008~~2009
Deferred warranty obligation at beginning of period	$	56.38		$	35.03		$	—3.0
Warranty fees charged to franchisees and company-operated shops		2.87			2.8			32.08
Warranty credits to company-operated shops		(0.1	)		—(0.1	)		—0.0
Warranty credits to franchisees (recognized as revenue and expense)		(1.2	)		(0.5	)		—
Changes in foreign currency exchange rate		(0.1	)		0.0			0.0
Deferred warranty obligation at end of period	$	6.8		$	5.3		$	3.0
Warranty credits to franchisees (recognized as revenue and expense)		(1.9	)		(1.2	)		(0.5	)
Deferred warranty obligation at end of period		7.4		$	6.8		$	5.3
Less current portion		2.4			2.0			0.0
Deferred warranty obligation—non-current	$	5.0		$	4.8		$	5.3

Stock-Based Compensation

The Company records an expense for outstanding unvested stock awards based on the grant-date fair value of those awards. The fair value of stock option awards has been determined using the Black-Scholes option pricing model.

Earnings Per Share

Because MDS reported a loss in fiscal 2010, all stock options were excluded from the computation of earnings per share as they would be anti-dilutive.

Potential common share equivalents that could impact basic and diluted earnings per share but were excluded because they would behave been anti-dilutive were as follows (in millions):

Stock options 1.4 1.8 1.4

Fiscal Year End

2011

2010

2009

Stock options

1.4

1.8

Financial Statement Preparation

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include inventory valuation, valuation of receivables, business transformation charges, carrying values of goodwill, intangible assets, long-lived assets, ~~and~~ net deferred tax assets and warranty obligations. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity, foreign currency and energy markets, and declines in consumer spending have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

Management has evaluated all activity of MDS and concluded that one material subsequent event occurred. This event is disclosed below in Note 2 of the Notes to Consolidated Financial Statements.

Impact of New Accounting Standards

On January 3, 2010, MDS adopted changes issued by the Financial Accounting Standards Board (FASB) to accounting for variable interest entities. These changes require significant modifications to the analysis, evaluation and disclosure of variable interest entities. The adoption of these changes had no material impact on the Company’s Financial Statements.

F-12

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~On January 3~~ precision, ~~2010,~~actual ~~MDS~~results ~~adopted~~could ~~changes~~differ ~~issued~~significantly byfrom ~~the~~these ~~FASB~~estimates. toChanges ~~disclosure requirements~~in ~~for~~those ~~fair~~estimates ~~value~~resulting ~~measurements.~~from ~~Specifically,~~continuing ~~the~~ changes ~~require a reporting entity to disclose separately the amounts of significant transfers~~ in ~~and out of Level 1 and Level 2 fair value measurements and describe~~ the ~~reasons~~economic ~~for~~environment ~~the transfers.~~will ~~The changes also clarify existing disclosure requirements related to how assets and liabilities should~~ be ~~grouped~~reflected byin ~~class and valuation techniques used for recurring and nonrecurring fair value measurements. Other than~~ the ~~required~~ ~~additional~~financial ~~disclosures,~~statements ~~the~~in ~~adoption~~future ~~of these changes had no impact on the Company’s Financial Statements~~periods.

~~(2)~~Impact ~~Subsequent~~of ~~Event~~ New Accounting Standards

OnNew ~~March 3,~~Accounting ~~2011~~Pronouncements—Adopted the arbitral tribunal based in Geneva, Switzerland, issued its final ruling in the arbitration between MDS and its European licensee MESA S.p.A. (“MESA”) and Mobivia Group S.A. (“Mobivia”, formerly known as Norauto Groupe SA). MESA had filed a request for arbitration on June 12, 2009, seeking damages of up to € 256 million from MDS, claiming breach of a 1998 agreement of strategic alliance (“ASA”) and requesting termination of the license agreement under which royalty payments are paid to MDS. Under the terms of the ASA, disputes are to be settled by binding arbitration in Geneva, Switzerland, under the UNCITRAL Arbitration Rules.

~~MDS~~There ~~prevailed~~were inno ~~its~~new ~~defense~~accounting ~~of the~~pronouncements ~~vast~~adopted ~~majority~~during offiscal ~~claims~~2011 that ~~MESA and Mobivia~~ had ~~asserted~~a asmaterial toimpact ~~MDS’~~on ~~obligation to invest under~~ the ~~ASA in Midas Europe. However, the arbitral tribunal has awarded MESA $23.4 million plus interest of five percent from June 12, 2009 of $2.1 million through the ruling date, in connection with MESA~~Company’s ~~claim~~Consolidated ~~that~~Financial ~~MDS failed to cooperate in the improvement of IT systems in the European operations~~Statements.

~~Because~~New ~~MESA~~Accounting ~~failed~~Pronouncements—Issued to prevail in the majority of its claims, the arbitral tribunal ordered MESA to pay 85 percent of MDS’ legal and other arbitration expenses and MDS to pay 15 percent of MESA’s expenses, resulting in MESA being required to pay MDS a net amount of approximately $2.5 million.

~~The~~In ~~damages payable~~June 2011, the FASB issued changes to ~~MESA~~the ~~will~~presentation beof ~~offset~~comprehensive byincome. $2Entities must choose to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.1 ~~million~~Entities no longer have the option to present components of other comprehensive income as part of the statement of changes in ~~MESA~~stockholders’s ~~license~~equity. ~~fee~~The ~~payments~~items ~~due~~that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to ~~MDS~~net ~~that~~income were ~~held~~not inchanged. ~~escrow~~Additionally, asno changes were made to the calculation and presentation of earnings per share. These changes will become effective for MDS on January 1, 2012. Management is currently evaluating these changes to determine which option to choose for the ~~ruling~~presentation ~~date~~of comprehensive income. Other than the change in presentation, management has determined the change will not have an impact on the Consolidated Financial Statements.

As(2) aBasis ~~result~~ of ~~this~~Presentation ~~ruling, MDS recorded a $25.5 million European arbitration award expense in its fiscal 2010 consolidated financial statements,~~ and aRecent ~~corresponding~~Events $25.5 million accrued European arbitration award liability. The Company also recorded a $2.5 million reduction in selling, general and administrative expense for the fee recovery, and a corresponding receivable.

The ~~license~~accompanying ~~agreement~~financial ~~between~~statements ~~Midas~~have ~~and~~been ~~MESA~~prepared ~~continues~~assuming inwe ~~full~~will ~~force and the license fee royalty stream is to~~ continue ~~uninterrupted.~~as ~~The initial~~a ~~term~~going ~~of the license agreement expires in 2028 with additional 30 year options available~~concern.

~~(3)~~On ~~Debt~~August ~~Agreements~~11, 2011, the Company announced that its Board of Directors had retained J.P. Morgan Securities to assist in the exploration and evaluation of strategic alternatives to enhance shareholder value. The Company said that strategic and financial alternatives may include, but are not limited to, a possible sale, merger or other business combination.

On ~~December 4~~March 12, ~~2009~~2012, MDS entered into aan ~~three-year~~Agreement ~~extension~~and Plan of ~~its~~Merger, ~~existing~~referred ~~unsecured~~to ~~revolving~~as ~~credit~~the ~~facility.~~Merger ~~The~~Agreement, ~~credit~~with TBC Corporation, a ~~agreement~~Delaware ~~was~~corporation, ~~extended~~or ~~through~~“TBC”, ~~October 27~~and Gearshift Merger Corp, ~~2013~~a ~~with~~Delaware nocorporation ~~material~~and ~~changes~~a inwholly ~~existing~~owned ~~covenants.~~subsidiary ~~The~~of ~~extended~~TBC, ~~facility~~referred isto ~~for~~as ~~$125~~the ~~million~~Purchaser. ~~and~~TBC is ~~further~~a ~~expandable~~subsidiary of Sumitomo Corporation of America. Pursuant to ~~$175~~the ~~million~~terms byof the Merger ~~Company~~Agreement, ~~with~~and ~~lender~~on ~~approval.~~the ~~The~~terms ~~interest~~and ~~rate~~subject ~~floats based~~to onthe conditions thereof, among other things, Purchaser will commence a cash tender offer (the ~~underlying~~“Offer”) ~~rate~~to ofacquire ~~LIBOR~~all ~~and~~of the ~~Company’s~~outstanding ~~leverage~~shares ~~and~~of ~~was~~common ~~priced~~stock atof ~~LIBOR~~MDS, ~~plus~~par 3value $0.~~00%~~001 atper share ~~January 1~~(together with the associated preferred share purchase rights, ~~2011.~~the ~~This~~“Shares”), ~~facility~~at ~~requires~~a ~~maintenance~~price of ~~certain~~$11.50 ~~financial~~per ~~covenants~~share ~~including~~in ~~maximum~~cash ~~allowable~~(the ~~leverage~~“Offer Price”), ~~minimum~~without ~~fixed charge~~interest ~~coverage~~ and ~~minimum~~less ~~net~~any ~~worth~~required withholding taxes.

Following the completion of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, including, if required, receipt of approval by the stockholders of MDS, the Purchaser will merge with and into MDS, with MDS surviving as a wholly owned subsidiary of TBC (the “Merger”). At the effective time of the Merger, the Shares not purchased pursuant to the Offer, other than shares held by MDS, TBC, Purchaser, any subsidiary of TBC or by stockholders of MDS who have perfected their statutory rights of appraisal under Delaware law, will be converted into the right to receive an amount in cash equal to the Offer Price, without interest, and less any required withholding taxes. Under the terms of the Merger Agreement, at the time the Shares are accepted for purchase pursuant to the Tender Offer, all outstanding and unexercised options

F-13

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As to apurchase ~~result~~Shares ofwill ~~the~~be ~~accrual~~deemed ofto ~~the $25~~vest.5 ~~million~~Pursuant ~~European~~to ~~arbitration~~the ~~award~~Merger ~~in 2010~~Agreement, ~~the Company~~each ~~was~~outstanding inoption ~~violation~~or ofwarrant ~~certain~~to ~~financial~~purchase ~~covenants~~Shares aswill ofbe ~~January 1,~~deemed ~~2011.~~exercised Onand ~~March 16~~cancelled, ~~2011,~~with ~~the~~each ~~Company’s~~former ~~lenders~~holder thereof ~~waived~~receiving ~~the~~an ~~covenant~~amount ~~violations~~in ~~and~~cash ~~entered~~equal ~~into an amendment~~ to the ~~credit agreement. The amendment provides~~excess, ~~among~~ ~~other~~if ~~things~~any, ~~that~~of the ~~$25.5~~Tender ~~million~~Offer ~~arbitration~~Price ~~award~~over ~~is excluded from~~ the ~~definition~~exercise ofprice ~~consolidated~~thereof ~~adjusted~~multiplied ~~EBITDA~~by ~~as defined in~~ the ~~credit~~number ~~agreement~~of ~~(“Consolidated~~shares ~~Adjusted~~subject ~~EBITDA”)~~to ~~for~~such ~~purposes~~option ofor ~~the covenant calculations~~warrant.

AsIn connection with its review of ~~January 1,~~strategic ~~2011~~alternatives, athe ~~total~~Company engaged an independent third-party appraisal firm to appraise its portfolio of 206 MDS owned retail locations and 2 land parcels. The aggregate appraised value was $62104.79 million, ~~was~~or ~~outstanding~~an ~~under~~average of approximately $510,000 each. The carrying cost of the ~~revolving~~206 ~~credit~~properties ~~facility~~was approximately $45.5 Asmillion as of ~~January~~December 231, ~~2010,~~2011. aThe ~~total~~Company recorded an asset impairment charge of $710.95 million ~~was~~because ~~outstanding~~certain ~~under~~properties ~~the~~were ~~revolving~~valued ~~credit~~at ~~facility~~less than their respective carrying cost.

The Company recorded $3.2 million of costs associated with the review of strategic alternatives announced on August 11, 2011. This amount includes a fee of $2.0 million, the minimum amount that will be paid to JP Morgan Securities as part of the review of strategic alternatives. This amount also includes the cost of real estate appraisals and legal expenses.

(3) Debt Agreements

On December 4, 2009, MDS entered into a three-year extension of its existing unsecured revolving credit facility. The credit agreement was extended through October 27, 2013 with no material changes in existing covenants. The extended facility is for $125 million and is further expandable to $175 million by the Company with lender approval. The interest rate floats based on the underlying rate of LIBOR and the Company’s leverage and was priced at LIBOR plus 3.00% at December 31, 2011. This facility requires maintenance of certain financial covenants including maximum allowable leverage, minimum fixed charge coverage and minimum net worth.

As a result of the accrual of the $25.5 million European arbitration award in 2010, the Company was in violation of its financial covenants as of January 1, 2011. On March 16, 2011, the Company’s lenders waived the covenant violations and entered into an amendment to the credit agreement. The amendment provides, among other things, that the $25.5 million arbitration award is excluded from the definition of consolidated adjusted EBITDA as defined in the credit agreement (“Consolidated Adjusted EBITDA”) for purposes of the covenant calculations.

On March 14, 2012, the Company amending its credit agreement to exclude from the calculation of consolidated adjusted EBITDA up to $4.5 million in costs incurred in connection with the Company’s strategic review process during the second half of fiscal 2011 and the first half of fiscal 2012. In addition, the amendment allows the company to exclude from the calculation of consolidated adjusted EBITDA the $0.5 million in charges recorded in fiscal 2011 in connection with the write-down of certain real estate properties to their market value. This amendment is only effective for measurement periods after December 31, 2011.

As of December 31, 2011, a total of $72.6 million was outstanding under the revolving credit facility. As of January 1, 2011, a total of $62.7 million was outstanding under the revolving credit facility.

In November 2005, $20 million in revolving bank debt was converted from floating rate to fixed rate by locking-in LIBOR at 4.89% for a five-year period. In addition, in March 2007, MDS entered into an interest rate swap arrangement to convert an additional $25 million in revolving bank debt from floating rate to a fixed rate by locking-in LIBOR at 4.91% through October 2010. Both of these swap arrangements expired prior to January 1, 2011.

In January 2010, the Company entered into a $40 million forward starting swap to coincide with the end dates of its existing swaps. As a result of this forward swap transaction, in the period from November 2010 through October 2013 (end of the recently extended bank agreement) the Company has lockedF-~~in LIBOR at 2.71% for $40 million of its $62.7 million in revolving bank debt.~~14

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The November 2005, March 2007 and January 2010 swap arrangements have been designated as cash flow hedges and have been evaluated to be highly effective. As a result, the after-tax change in the fair value of these swaps is recorded in accumulated other comprehensive loss as a gain or loss on derivative financial instruments.

Expected Maturity Date	~~2011~~2012		~~2012~~2013			~~2013~~2014			There-after		Total			~~FairValue~~Fair Value
Long-term debt:
Revolving credit facility (variable rate)	$	—0.0	$	—72.6		$	620.70		$	—0.0	$	6272.76		$	6373.82
Average interest rate				3.59	%		~~3.40~~	%				3.4059	%

(4) Supplemental Balance Sheet, Cash Flow and Shareholders’ Equity Information

Receivables and Notes Receivable

Receivables are stated net of an allowance for doubtful accounts. The allowance for doubtful accounts consisted of (in millions):

Fiscal Year End	~~2010~~2011			~~2009~~2010			~~2008~~2009
Allowance for doubtful accounts at beginning of year	$	4.71		$	34.57		$	3.85
Additions charged to bad debts		1.92			21.09			2.10
Write-downs charged against allowance		(21.5	)		(02.85	)		(20.48	)
Allowance for doubtful accounts at end of year		43.18			4.71			34.57
Less portion allocated to long term notes receivable		(1.20	)		(1.52	)		(1.35	)
Portion allocated to receivables	$	2.98		$	3.2.9		$	23.2

~~F-14~~The current portion of notes receivable is included in net receivables and the long term portion is included in other assets. Notes receivable consisted of (in millions):


*Fiscal Year End*	2011		2010
Current portion	$	2.9	$	3.3
Long term portion		2.8		1.9

Notes receivable	$	5.7	$	5.2

The long term portion of notes receivable are shown net of an allowance for doubtful accounts of $1.0 million in fiscal 2011 and $1.2 million in fiscal 2010.

The acquisition of certain company-operated shops resulted in non-cash reductions of accounts receivable of approximately $2.5 million during fiscal 2010.

F-15

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~The~~Receivables ~~current~~include ~~portion~~certain ofnon-trade ~~notes~~receivables ~~receivable~~such isas ~~included~~vendor inreceivables, ~~net~~insurance recoveries and other non-recurring items. Non-trade receivables ~~and~~were ~~the~~$1.7 ~~long~~million ~~term portion~~as isof ~~included~~December 31, in2011 ~~other~~and ~~assets~~$4.1 ~~Notes~~million ~~receivable~~as ~~consisted~~ of ~~(in~~January 1, ~~millions):~~2011.

Fiscal Year End	2010		2009
Current portion	$	3.3	$	3.0
Long term portion		1.9		2.7
Notes receivable	$	5.2	$	5.7

The long term portion of notes receivable are shown net of an allowance for doubtful accounts of $1.2 million in fiscal 2010 and $1.5 million in fiscal 2009.

The acquisition of certain company-operated shops resulted in non-cash reductions of accounts receivable of approximately $2.5 million and $0.3 million during fiscal 2010 and 2009, respectively.

Receivables include certain non-trade receivables such as vendor receivables, insurance recoveries and other non-recurring items. Non-trade receivables were $4.1 million as of January 1, 2011 and $4.9 million as of January 1, 2010.

Inventories

Inventories are comprised of finished goods, net of reserves. Inventory reserves consisted of (in millions):

Fiscal Year End	~~2010~~2011			~~2009~~2010			~~2008~~2009
Inventory reserves at beginning of year	$	0.24		$	0.42		$	0.74
Additions charged to expense		0.42			0.4			0.24
Reserve against inventory of newly acquired shops		—			—			0.1
Write-downs charged against reserves		(0.5	)		(0.2	)		(0.6	)
Write-downs charged against reserves		(0.2	)		(0.6	)		(0.6	)
Inventory reserves at end of year	$	0.1		$	0.4		$	0.2
Inventory reserves at end of year	$	0.4		$	0.2		$	0.4

Property and Equipment

Property and equipment consisted of the following (in millions):

Fiscal Year End	~~2010~~2011			~~2009~~2010
Land	$	4341.07		$	4243.40
Buildings and improvements		9391.58			9493.45
Machinery and equipment		1615.73			16.57
Computer hardware		4.35			74.93
Computer software		38.38			3338.83
Total property and equipment		~~195~~192.81			195.08
Accumulated depreciation and amortization		(~~114~~118.71	)		(~~108~~114.67	)
Property and equipment, net	$	8174.10		$	8681.41

The Company recorded depreciation expense of $86.78 million, $8.87 million, and $98.38 million in fiscal ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009, respectively. Depreciation expense isdeclined in fiscal 2011 because the RO Writer and JDA enterprise software systems, which were placed in service in fiscal 2001, became fully depreciated in fiscal 2010. Depreciation expense is included in operating costs and expenses in the ~~Statement~~Consolidated Statements of Operations.

~~F-15~~Goodwill and Other Intangible Assets

Goodwill and other intangible assets consisted of the following (in millions):


*Fiscal Year End*	2011			2010
Goodwill	$	23.2		$	23.4
Trademark		11.5			12.2
Franchise agreements		6.0			6.0
Customer lists		1.4			1.6

Total goodwill and other intangible assets		42.1			43.2
Accumulated amortization		(2.5	)		(2.2	)

Goodwill and other intangible assets, net	$	39.6		$	41.0

F-16

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~Goodwill~~The Company refranchised 25 company-operated Midas shops and ~~Other~~one ~~Intangible~~company-operated SpeeDee ~~Assets~~shop in fiscal 2011. The refranchising of these 26 company-operated shops resulted in a write-down of $0.9 million of intangible assets which is included in the net loss on sale of assets of approximately $1.1 million.

Goodwill and other intangible assets consisted of the following (in millions):

Fiscal Year End	2010			2009
Goodwill	$	23.4		$	20.4
Trademark		12.2			12.5
Franchise agreements		6.0			4.1
Customer lists		1.6			1.5
Total goodwill and other intangible assets		43.2			38.5
Accumulated amortization		(2.2	)		(1.7	)
Goodwill and other intangible assets, net	$	41.0		$	36.8

In January 2010, MDS acquired 22 Midas shops from an existing Midas franchisee. As a result of this acquisition, the Company recorded $5.5 million in incremental goodwill and other intangibles, which included $1.9 million of intangible franchise agreements, $0.2 million of customer lists and $3.4 million of goodwill. The $1.9 million of intangible franchise agreements will be amortized over a weighted average period of 12 years and the $0.2 million of customer lists will be amortized over a period of 2 years. The goodwill is not amortized in accordance with GAAP, but is tested annually for impairment in the fourth quarter. All of the acquired intangible assets are deductible for tax purposes. Simultaneous with and as part of the transaction, the Company re-franchised two of the locations to a new franchisee and bought out of the lease on a third location, bringing the net acquisition to 19 shops.

In addition to the above activity, the Company re-franchised 18 company-operated Midas and two company-operated SpeeDee shops in fiscal 2010. The re-franchising of these 20 company-operated shops resulted in a write-down of $0.7 million of intangible assets.

During fiscal 2009, the Company acquired 10 Midas shops from franchisees for $1.6 million, which generated $1.3 million of incremental goodwill, franchise agreement and customer list intangibles. In addition, MDS completed the acquisition of three franchised SpeeDee shops from the founders of the SpeeDee business. This acquisition was part of the March 2008 SpeeDee acquisition, but the transfer of the shops from G.C. & K.B. Investments, Inc. to MDS was delayed due to leasing issues. As a result, funds held in escrow were released to G.C. & K.B. Investments, Inc. and $0.8 million of incremental goodwill was recorded. Goodwill, trademark and customer list intangibles were reduced by $0.3 million in connection with the re-franchising of four company-operated shops and the closure of four under performing company-operated shops.

Intangible trademarks and goodwill have indefinite lives and, therefore, are not amortized, but are tested annually for impairment in the fourth quarter. MDS computed its annual test in the fourth quarter, which resulted in no impairment. All of the acquired intangible assets are deductible for tax purposes.

Acquired customer lists are amortized over the first two years after acquisition. Acquired franchise agreements are amortized over the remaining life of the agreements acquired. ~~Approximately $3.9 million of acquired franchise agreements were from the SpeeDee acquisition and will be amortized over the next 19 years.~~ The Company recorded amortization expense of $0.65 million in fiscal ~~2010~~2011 and $0.6 million in fiscal ~~2009~~2010.

~~F-16~~Future expense resulting from amortization of intangibles follows (in millions):


2012	$	0.4
2013		0.4
2014		0.4
2015		0.4
2016		0.3
Thereafter		3.0

Total	$	4.9

F-17

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accrued Expenses

Accrued expenses consisted of the following (in millions):

Fiscal Year End	~~2010~~2011		~~2009~~2010
Advertising	$	98.37	$	109.03
Taxes other than income taxes		4.7		4.67
Debt swap liability		—		1.8
Salaries and wages		3.2		2.0
Salaries and wages		2.0		1.4
Accrued strategic review costs		2.0		0.0
Income taxes		0.24		0.32
Business transformation charges		—		0.3
Insurance reserves (current portion)		0.2		0.2
Insurance reserves (current portion)		0.2		0.5
Vendor rebates payable to franchisees		1.4		1.5
Vendor rebates payable to franchisees		1.5		1.8
Accrued rent		0.3		0.3
Property reserves (current portion)		0.2		0.3
Accrued legal fees		0.7		0.4
Accrued legal fees		0.4		0.3
Accrued interest		0.1		0.2
Accrued interest		0.2		0.6
Other		1.5		1.7
Other		1.8		2.1
Accrued expenses	$	23.2	$	20.5
Accrued expenses	$	20.5	$	24.0

Supplemental Cash Flow Information

Net cash flow from operating activities includes cash payments for interest and income taxes as follows (in millions):

Fiscal Year	~~2010~~2011		~~2009~~2010		~~2008~~2009
Interest paid	$	97.26	$	79.72	$	87.57
Income taxes paid, net of tax refunds		0.6		0.76		0.7

Supplemental Shareholders’ Equity Information

Accumulated other comprehensive loss consisted of the following (in millions):

Fiscal Year	~~2010~~2011			~~2009~~2010			~~2008~~2009
Foreign currency translation	$	(0.68	)	$	(10.16	)	$	(21.31	)
Unrecognized pension costs, net of tax		(1523.93	)		(1415.49	)		(1514.04	)
Loss on derivative financial instruments, net of tax		(1.0.9	)		(1.0	)		(1.50	)
Accumulated other comprehensive loss	$	(1725.50	)	$	(1617.5	)	$	(1816.85	)

(5) Advertising

Under the terms of its Midas franchise agreements, MDS is obligated to spend an amount equal to one-half of the royalty payments received from Midas franchisees for advertising expenditures. Amounts received from Midas franchisees for advertising are recorded as liabilities until disbursed. MDS also administers cooperative advertising programs under which amounts received from certain Midas franchisees are recorded as liabilities until they are disbursed. Aggregate expenditures under these programs by Midas’ North American operations amounted to $50.05 million, $4750.20 million, and $4947.62 million in fiscal 2011, 2010, ~~2009,~~ and ~~2008~~2009, respectively.

~~F-17~~Under the terms of its SpeeDee franchise agreements, MDS must use all weekly marketing fees collected from franchisees for the development of advertising and marketing materials and programs or the placement of

F-18

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~Under the terms of its SpeeDee franchise agreements, MDS must use all weekly marketing~~ ~~fees collected from franchisees for the development of~~ advertising ~~and marketing materials and programs or the placement of advertising~~. Amounts received from SpeeDee franchisees are recorded as a liability until disbursed. Aggregate expenditures under this program were $3.56 inmillion, ~~fiscal~~$3.5 ~~2010~~million and $3.4 million in fiscal ~~2009.~~2011, In2010, ~~the~~and ~~nine~~2009, ~~months in fiscal 2008 after the MDS purchase of SpeeDee expenditures were approximately $2~~respectively.7 ~~million.~~

MDS also incurs certain advertising costs that are included in selling, general and administrative expenses, which amounted to $4.9 3 million, $4.29 million, and $4.42 million in fiscal ~~2010~~2011, ~~2009~~2010, and ~~2008~~2009, respectively.

(6) Income Taxes

Income tax expense (benefit) consisted of the following (in millions):

Fiscal Year	~~2010~~2011			~~2009~~2010			~~2008~~2009
Current:
U.S. Federal	$	—0.0		$	—0.0		$	—0.0
Non-U.S.		0.4			0.4			0.4
U.S. state and local		0.32			0.3			0.23
Total current		0.76			0.7			0.67
Deferred:
U.S. Federal		(42.83	)		2(4.28	)		32.02
Non-U.S.		0.42			0.4			1.0.4
U.S. state and local		(0.93	)		(0.49	)		0.64
Total deferred		(52.38	)		3(5.03	)		43.60
Total income tax expense (benefit)	$	(43.64	)	$	3(4.76	)	$	53.27

The items ~~which~~that gave rise to differences between the income taxes in the statements of operations and the income taxes computed at the U.S. statutory rate are summarized as follows:

Fiscal Year	~~2010~~2011			~~2009~~2010			~~2008~~2009
Income tax expense (benefit) computed at U.S. statutory rate		(35.0	)%		(35.0	)%		35.0	%
U.S. state and local taxes, net of U.S. Federal income tax effects		(45.21	)		(4.32	)		3.4.3
Non-U.S. effective tax rate differential		(0.26	)		(0.52	)		(0.5	)
Write off of restricted stock and stock option deferred tax asset		1.2.6			81.32			—8.3
Non-deductible expenses (primarily executive compensation)		13.20			61.62			16.86
Change in valuation allowance		110.5			111.45			1.24
Revaluation of deferred tax asset for rate change and utilization		—			4.0			(0.5	)
Revaluation of deferred tax asset for rate change		0.8			0.0			4.0
Other items		—0.0			(0.40	)		(0.14	)
Effective income tax rate		~~(25~~46.54	)%		58(25.75	)%		4058.37	%

~~The~~Pretax ~~Company’s~~income ~~effective~~from ~~tax rate for fiscal 2010 was (25~~non-U.~~5)%, which was below the 2010 statutory tax rate of 39~~S.~~2%.~~ ~~The~~operations ~~fiscal~~amounted ~~2010 variance from the statutory rate was primarily due~~ to ~~the~~$0.6 ~~current~~million ~~year~~in ~~book~~fiscal ~~loss~~2011, ~~incremental~~$0.7 ~~non-deductible~~million ~~expenses,~~in ~~a write down of the deferred tax asset related to the restricted stock that vested during the year~~fiscal at2010, aand ~~value~~$0.9 ~~significantly~~million ~~lower~~in ~~than~~fiscal ~~the~~2009. ~~amount~~As ~~that was expensed for financial statement purposes and a write off~~ of ~~the~~January ~~deferred~~2011, ~~tax asset related to stock options that were forfeited during~~ the ~~year~~non-U.S. Inoperations ~~addition~~had ~~the~~no ~~Company~~accumulated ~~increased~~earnings ~~its~~and ~~valuation allowance against certain foreign tax credit carryforwards based on expected utilization~~profits.

F-1819

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Pretax income from non-U.S. operations amounted to $0.7 million in fiscal 2010, $0.9 million in fiscal 2009, and $2.7 million in fiscal 2008. As of January 2010, the non-U.S. operations had no accumulated earnings and profits.

Deferred income taxes are created by “temporary differences” between amounts of assets and liabilities for financial reporting purposes and such amounts as reported under income tax regulations. Deferred tax assets and liabilities consisted of (in millions):

Fiscal Year End	~~2010~~2011			~~2009~~2010
Deferred tax assets attributable to:
Business transformation accruals	$	1.0		$	1.0
Employee benefits and vacation accruals	$	5.4		$	5.1
Employee benefits and vacation accruals		5.1			4.5
Goodwill		(1.2	)		0.3
Goodwill		0.3			1.6
Net operating loss carryforwards and tax credits		35.1			28.0
Net operating loss carryforwards and tax credits		28.0			29.8
Warranty reserve		5.7			6.5
Warranty reserve		6.5			6.9
Depreciation and amortization		4.3			3.7
Depreciation and amortization		3.7			1.5
Pensions		12.5			8.2
Pensions		8.2			7.4
European arbitration award		0.0			9.0
European arbitration award		9.0			—
Other items		4.0			3.5
Other items		2.5			3.3
Total deferred tax assets		65.8			64.3
Total deferred tax assets		64.3			56.0
Valuation allowance		(2.4	)		(2.4	)
Valuation allowance		(2.4	)		(0.4	)
Net deferred tax asset	$	63.4		$	61.9
Net deferred tax asset	$	61.9		$	55.6
Net deferred tax assets included in:
Current assets	$	188.01		$	918.50
Non-current assets		4355.93			4643.19
Net deferred tax assets	$	6163.94		$	5561.69

As of December 31, 2011 and January 21, ~~2010~~2011, the Company had recorded valuation allowances of $02.4 million against certain state income tax net operating loss carryovers ~~because~~and the Company has determined that it is more likely than not that this portion of these deferred tax assets will not be realized. During fiscal 2010, the Company recorded an additional valuation allowance of $2.0 million against certain foreign tax ~~credit~~ carryovers because the ~~company~~Company has determined that it ~~was~~is more likely than not that this portion of ~~the~~these deferred tax ~~asset~~assets will not be realized. The Company believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the remaining U.S. and Canadian deferred tax assets.

As of ~~January~~December 131, 2011, the Company has net operating loss carryforwards of approximately $6481.36 million available to offset future taxable income for Federal and Canadian income tax purposes. The Federal net operating loss carryforwards of approximately $5976.15 million expire between 2023 and ~~2024~~2031. The Company generated approximately $314.8 million inof Federal taxable ~~income~~loss in fiscal ~~2010~~2011 and $63.68 million in Federal taxable income in fiscal ~~2009~~2010. The Company believes that it will generate sufficient additional Federal taxable income in future years to fully utilize the $5976.15 million net operating loss carryforward before it begins to expire in 2023.

The $25.5 million European arbitration award recorded in fiscal 2010 ~~will~~was be treated as a deduction of $2.5 in the ~~Company’s~~fiscal 2010 income tax return and a deduction of $23.0 million in the fiscal 2011 ~~income~~ tax return, thereby creating an additional $25.5 million of net operating loss ~~carryforwards~~carry-forwards.

~~F-19~~The Canadian net operating loss carryforward is approximately $5.1 million and expires between 2014 and 2028. The Company’s Canadian operation generated taxable income of $0.2 million in fiscal 2011 and taxable income of $2.1 million in fiscal 2010. The Company believes that it will generate sufficient taxable income in Canada in future tax years to fully utilize the $5.1 million Canadian net operating loss carryforward before it expires.

The Company also has tax credits of approximately $4.0 million available to offset future Federal income taxes. The tax credits expire between 2015 and 2020.

F-20

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Canadian net operating loss carryforward is approximately $5.2 million and expires between 2014 and 2028. The Company’s Canadian operation generated taxable income of $2.1 million in fiscal 2010 and taxable income of $1.0 million in fiscal 2009. The Company believes that it will generate sufficient taxable income in Canada in future tax years to fully utilize the $5.2 million Canadian net operating loss carryforward before it expires.

The Company also has tax credits of approximately $4.0 million available to offset future Federal income taxes. The tax credits expire between 2015 and 2020.

(7) Franchise Agreements

The Company’s franchise agreements generally cover a 15 to 20-year period and provide for renewals. A franchise agreement can be canceled by the Company only in the event a franchisee fails to comply with the provisions of the agreement. Franchise agreements provide for initial and renewal fees and continuing royalty payments based on a percentage of sales. Midas franchisees pay the Company monthly royalties based on a percentage of sales. In North America, MDS is obligated to spend an amount equal to one-half of the royalty payments it receives for advertising. SpeeDee franchisees pay advertising fees that are not included in the royalty payments.

Worldwide MDS shops in operation as of fiscal year end consisted of (unaudited):

Midas Shops	~~2010~~2011		~~2009~~2010		~~2008~~2009
Franchised and licensed		2,~~218~~181		2,~~278~~218		2,~~411~~278
Company-operated		~~101~~78		~~100~~101		98100
Total		2,~~319~~259		2,~~378~~319		2,~~509~~378
SpeeDee Shops	2011		2010		2009
Franchised and licensed		155		165		162
Company-operated		6		6		7
Total		161		171		169

SpeeDee Shops
Franchised and licensed	165	162	171
Company-operated	6	7	2
Total	171	169	173

As of December 31, 2011, there were 42 franchised shops and 33 company-operated shops within the Midas and SpeeDee systems operating as Co-Brand locations.

As of January 1, 2011, there were 20 franchised shops and 26 company-operated shops within the Midas and SpeeDee systems operating as Co-Brand locations.

(8) Leases

Control of the real estate used by Midas shops is a fundamental strength of the Midas program. SpeeDee franchise agreements also contain provisions for lease control, but until recently such control has not been required. Going forward, real estate control will be required of new and renewing SpeeDee franchisees.

MDS employs a number of methods to ensure continued dedication of the real estate to the franchise program. MDS leases real estate that is subleased to franchisees and owns real estate in the U.S. and Canada that is leased to franchisees. MDS has also entered into contingent operating lease agreements that are described below. At fiscal year end ~~2010~~2011, approximately 8990% of real estate associated with North American Midas shops was controlled by Midas, using one of these methods.

~~F-20~~Leased Real Estate and Equipment

Gross rent expense applicable to operating leases relates to rentals of shops, corporate administration facilities and other miscellaneous facilities. Gross rent expense, the sublease rental income from franchisees and other third parties that reduced gross rent expense, and the resulting net rent expense for fiscal 2011, 2010 and 2009 are presented below (in millions):


*Fiscal Year*	2011		2010		2009
Gross rent expense	$	27.8	$	28.5	$	28.2
Sublease rental income		23.7		23.1		24.0

Net rent expense	$	4.1	$	5.4	$	4.2

F-21

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Leased Real Estate and Equipment

Gross rent expense applicable to operating leases relates to rentals of shops, corporate administration facilities and other miscellaneous facilities. Gross rent expense, the sublease rental income from franchisees and other third parties that reduced gross rent expense, and the resulting net rent expense for fiscal 2010, 2009 and 2008 are presented below (in millions):

Fiscal Year	2010		2009		2008
Gross rent expense	$	28.5	$	28.2	$	27.6
Sublease rental income		23.1		24.0		25.6
Net rent expense	$	5.4	$	4.2	$	2.0

Substantially all of the Company’s operating leases provide that MDS pay taxes, maintenance, insurance, and certain other operating expenses. The subleases with franchisees contain provisions for MDS to recover such costs. Real estate expenses are recognized using the straight-line method.

Real Estate Sale and Leaseback Transaction

MDS owns retail properties throughout the United States and Canada that are leased to franchisees and operated as Midas shops. During fiscal 2002, the Company sold 77 of these properties to Realty Income Corporation, a publicly traded real estate investment trust (REIT), and realized approximately $39.6 million in net proceeds. Simultaneous towith that sale, MDS leased these properties from Realty Income Corporation and the sites continue to be leased to Midas franchisees under existing leases. Because these properties will continue to generate rents to MDS, the Company recorded a finance lease obligation pursuant to ASC 840-40 (Subtopic 40, “Sale-Leaseback Transactions”, of Topic 840) on the balance sheet of $39.6 million, equal to the net sale price of the properties, and no gain on the sale was recognized. The properties remain on the balance sheet at their historic cost and continue to be depreciated over their remaining useful lives. Annual lease payments (shown below) will be made through the expiration of the lease in 2022.

Minimum Annual Rental Payments

At fiscal year end ~~2010~~2011, annual minimum rental payments due under capital, finance and operating leases that have initial or remaining non-cancelable terms in excess of one year, along with sublease rental income on real estate due under non-cancelable subleases were as follows (in millions):

	CapitalLeases		FinanceLeases		OperatingLeases		SubleaseRentals			Total
2011	$	0.4	$	4.8	$	27.2	$	(21.9	)	$	10.5
2012	$	0.4	$	4.8	$	26.7	$	(23.5	)	$	8.4
2012		0.4		4.8		24.8		(19.7	)		10.3
2013		0.4		4.8		22.1		(19.4	)		7.9
2013		0.4		4.8		20.2		(15.6	)		9.8
2014		0.4		4.8		18.0		(15.3	)		7.9
2014		0.3		4.8		16.2		(11.9	)		9.4
2015		0.3		4.8		15.0		(12.3	)		7.8
2015		0.3		4.7		13.3		(8.8	)		9.5
2016		0.2		4.7		13.1		(10.7	)		7.3
Thereafter		0.20		3025.68		4536.80		(2830.98	)		4731.70
Total minimum lease payments		21.07		5449.57	$	~~147~~130.59	$	(~~106~~112.80	)	$	9770.23
Less imputed interest		0.43		2420.06
Present value of minimum lease payments		1.64		3029.51
Less current portion		0.3		1.45
Obligations under capital and finance lease obligations—noncurrent	$	1.31	$	2927.16

~~F-21~~At fiscal year end 2011 and 2010, the net book value of property under capital leases included in the balance sheets amounted to $0.8 million and $0.9 million, respectively. At fiscal year end 2011 and 2010, the net book value of property under finance leases included in the balance sheets amounted to $23.7 million and $24.1 million, respectively.

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

At fiscal year end 2010 and 2009, the net book value of property under capital leases included in the balance sheets amounted to $0.9 million and $1.2 million, respectively. At fiscal year end 2010 and 2009, the net book value of property under finance leases included in the balance sheets amounted to $24.1 million and $24.7 million, respectively.

Real Estate Owned by Midas and Leased to Franchisees

MDS owns real estate located in various communities throughout the United States and Canada that is leased to franchisees under operating lease agreements. Substantially all leases are for initial terms of 20 years and provide for minimum and contingent rentals.

Real estate leased to franchisees and included in the balance sheets consisted of (in millions):

Fiscal Year End	2010			2009
Land	$	24.0		$	24.3
Buildings and improvements		49.2			50.8
Total property and equipment		73.2			75.1
Accumulated depreciation		(39.4	)		(38.3	)
Property and equipment, net	$	33.8		$	36.8

Rental revenue on owned real estate for fiscal 2010 was $8.3 million, compared to $8.8 million in fiscal 2009 and $9.0 million in fiscal 2008. Minimum future lease payments to be received are as follows (in millions):

2011	$	7.9
2012		7.5
2013		7.4
2014		7.3
2015		7.3
Thereafter		52.4
Total	$	89.8

Certain sub-leases on owned real estate contain a clause whereby future minimum rental income is contingent upon future retail sales at the location. As a result of this contingency, minimum future lease payments to be received, based upon retail sales, have not been included in the table above. The estimated future lease payments to be received by the Company under these lease agreements, based on the last fixed minimum rent, are as follows (in millions):

2011	$	0.3
2012		0.7
2013		0.8
2014		0.8
2015		0.8
Thereafter		5.3
Total	$	8.7

F-22

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Real estate leased to franchisees and included in the balance sheets consisted of (in millions):


*Fiscal Year End*	2011			2010
Land	$	23.3		$	24.0
Buildings and improvements		48.4			49.2

Total property and equipment		71.7			73.2
Accumulated depreciation		(41.0	)		(39.4	)

Property and equipment, net	$	30.7		$	33.8

Rental revenue on owned real estate for fiscal 2011 was $8.9 million, compared to $8.8 million in fiscal 2010 and $8.8 million in fiscal 2009. Minimum future lease payments to be received are as follows (in millions):


2012	$	8.2
2013		8.2
2014		8.2
2015		8.1
2016		8.1
Thereafter		52.1

Total	$	92.9


2012	$	0.1
2013		0.2
2014		0.3
2015		0.3
2016		0.3
Thereafter		1.7

Total	$	2.9

Contingent Operating Lease Agreements

MDS has entered into contingent operating lease agreements covering real estate that is leased by U.S. and Canadian franchisees from parties that are directly or indirectly related to the franchisees. At ~~January~~December 131, 2011, 6364 Midas and 1312 SpeeDee shops were covered by these contingent operating lease agreements, under which MDS could be required, under certain limited circumstances, to begin making rental payments with respect to individual shop locations. For the contingent Midas shop leases, the average annual shop rental is $5962 thousand with an average remaining term of approximately ~~four~~three years. For the contingent SpeeDee shop leases, the average shop rental is $6163 thousand with an average remaining term of approximately 1211 years.

Management believes that, individually and in the aggregate, any potential difference that might arise under these contingent lease agreements between the rental expense and the rental income from future subleases would not materially affect the financial position or results of operations of MDS.

F-23

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(9) Pension Plans

Defined Benefit Pension Plans and Other Postretirement Plans

Certain MDS employees in the U.S. and Canada are covered under various defined benefit pension plans sponsored and funded by MDS. Plans covering salaried employees provide pension benefits based on years of service, and generally are limited to a maximum of 20% of the employees’ average annual compensation during the five years preceding retirement. Plans covering hourly employees generally provide benefits of stated amounts for each year of service. Plan assets are invested primarily in common stocks, corporate bonds, government securities and cash and cash equivalent securities. The cost of these plans is being funded currently.

Net periodic pension cost for fiscal ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009 are presented in the following table (in millions):

Fiscal Year	~~2010~~2011			~~2009~~2010			~~2008~~2009
Service cost	$	1.01		$	01.90		$	0.9
Interest cost on projected benefit obligation		3.89			3.8			3.68
Expected return on assets		(4.5	)		(4.45	)		(54.04	)
Net amortization and deferral		1.2.1			01.83			0.68
Other		—0.0			(0.41	)		—(0.4	)
Total net periodic cost	$	12.56		$	01.7		$	0.17

The principal economic assumptions used in the determination of net periodic pension cost of the U.S. Defined Benefits Plan included the following:

Fiscal Year	~~2010~~2011			~~2009~~2010			~~2008~~2009
Discount rate		54.~~375~~625	%		5.~~875~~375	%		65.~~125~~875	%
Expected long-term rate of return on plan assets		8.25	%		8.25	%		8.25	%
Rate of increase in compensation levels		3.00	%		3.00	%		3.2500	%

The Company used the Mercer Discount Yield Curve as the basis for determining the 2011 and 2010 discount rate and used the Citigroup pension index as the basis for determining the 2009 ~~and 2008~~ discount ~~rates~~rate. Such indices are long term in nature, which reflects the future timing of the expected cash flows for the pension plan. The rate of increase in compensation levels reflects a 3.00% increase for ~~2010~~2011 and beyond. Because of a one year wage freeze enacted in 2009, the 2009 actuarial valuation used a 0.00% rate of increase in compensation levels for 2009 and a 3.00% increase for all subsequent years.

FThe Company believes the assumed long-23term rate of return on pension plan assets is appropriate given the Company’s target long-term asset allocation. The Company believes its target asset allocation is appropriate given the expected timing and amount of expenses for the plan. The Company’s target asset allocation and actual asset allocation for fiscal 2011 and fiscal 2010 were as follows for the U.S. Defined Benefit Plan:


*Fiscal Year*	Target			2011			2010
Large cap domestic equity securities		29	%		30	%		29	%
Mid cap domestic equity securities		10			10			11
Small cap domestic equity securities		15			15			16
International equity securities		15			13			14
Fixed income and cash		31			32			30

Total		100	%		100	%		100	%

F-24

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The ~~Company~~Canadian ~~believes~~Hourly ~~the~~Defined ~~assumed~~Benefit ~~long-term~~Plan ~~rate~~and ofthe ~~return~~Canadian onSalary ~~pension~~Defined ~~plan~~Benefit Plan assets ~~is appropriate~~were ~~given~~allocated ~~the~~100% ~~Company’s~~to ~~target~~cash ~~long-term~~and ~~asset~~cash ~~allocation.~~equivalents ~~The~~as ~~Company~~of ~~believes~~the ~~its~~end ~~target~~of ~~asset~~fiscal ~~allocation~~2010. isIn ~~appropriate~~early ~~given~~2011, the ~~expected~~salaried ~~timing~~plan ~~and~~assets ~~amount~~were ofdiversified ~~expenses~~to ~~for~~a ~~the~~mix ~~plan.~~more ~~The~~appropriate ~~Company’s~~for ~~target~~the ~~asset~~on-going ~~allocation~~pension ~~and actual~~obligations. ~~asset~~The ~~allocation~~fair ~~for~~value ~~fiscal~~of ~~2010~~the ~~and~~Canadian ~~fiscal~~plan ~~2009~~assets was ~~were~~approximately as$4.3 ~~follows~~million ~~for~~as ~~the~~of UDecember 31, 2011.S. ~~Defined Benefit Plan:~~

Fiscal Year	Target			2010			2009
Large cap domestic equity securities		29	%		29	%		29	%
Mid cap domestic equity securities		10			11			10
Small cap domestic equity securities		15			16			16
International equity securities		15			14			15
Fixed income and cash		31			30			30
Total		100	%		100	%		100	%

The fair value of the pension plans’ assets at December 31, 2011 by asset category are as follows (in millions):

The Canadian Hourly Defined Benefit Plan and the Canadian Salary Defined Benefit Plan assets were allocated 100% to cash and cash equivalents as of the end of fiscal 2010. In early 2011, the plan assets were diversified to a mix more appropriate for the on-going pension obligations as the final wind-up payments were made throughout 2010. The fair value of the Canadian plan assets was approximately $4.0 million as of January 1, 2011.


	End of Fiscal Year 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Large cap domestic equity securities	$	15.6	$	15.6	$	0.0	$	0.0
Mid cap domestic equity securities		5.1		5.1		0.0		0.0
Small cap domestic equity securities		7.0		7.0		0.0		0.0
International equity securities		6.0		6.0		0.0		0.0
Fixed income and cash		16.2		16.2		0.0		0.0

Total	$	49.9	$	49.9	$	0.0	$	0.0

The fair value of the pension plans’ assets at January 1, 2011 by asset category are as follows (in millions):

	End of FiscalYear 2010		Quoted Pricesin ActiveMarkets forIdentical Assets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)
Large cap domestic equity securities	$	13.6	$	13.6	$	—	$	—
Mid cap domestic equity securities		5.0		5.0		—		—
Small cap domestic equity securities		7.6		7.6		—		—
International equity securities		6.8		6.8		—		—
Fixed income and cash		18.4		18.4		—		—
Total	$	51.4	$	51.4	$	—	$	—

Large Cap Domestic Equity Securities: Large cap domestic equity securities are primarily investments in publicly-traded mutual funds either indexed to or containing stocks similar to those contained in the Standard & Poor’s (“S&P”) 500 Index, which represents a market capitalization-weighted index of the 500 largest and most widely held stocks. Standards and Poor’s chooses the member companies for the 500 based on market size, liquidity and industry group representation. Included are the stocks of industrial, financial, utility and transportation companies.

Mid Cap Domestic Equity Securities: Mid cap domestic equity securities are primarily investments in publicly-traded mutual funds either indexed to or containing stocks similar to those contained in the S&P Mid Cap 400, which is the most widely used index for mid-sized companies. The S&P Mid Cap 400 covers over 7% of the U.S. equities market.

Small Cap Domestic Equity Securities: Small cap domestic equity securities are primarily investments in publicly-traded mutual funds either indexed to or containing stocks similar to those contained in the Russell 2000 Index, which measures the performance of the small-cap segment of the entire U.S. equity market. The Russell 2000 Index is a subset of the Russell 3000 Index representing approximately 8% of the total market capitalization of that index. It includes 2,000 of the smallest securities based on a combination of their market cap and current index membership.

FInternational Equity Securities: International equity securities are primarily investments in publicly-24traded mutual funds either indexed to or containing stocks similar to those contained in the Morgan Stanley Capital International (“MSCI”) Europe Australasia Far East (“EAFE”) Index. The MSCI EAFE Index is a benchmark of international equity investments representing approximately 85% of the developed market’s total capitalization, excluding the U.S. and Canada.

Fixed Income and Cash: Fixed income and cash are primarily mutual funds indexed to or benchmarked to bonds in the Barclay’s Capital Aggregate Bond Index, which is a market capitalization weighted index for U.S. investment grade bonds, as well as investments in a global bond fund. A portion of the cash is invested in common collective trust money market funds.

F-25

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~International~~The ~~Equity~~following ~~Securities:~~table ~~International~~presents ~~equity~~estimated ~~securities~~future ~~are~~benefits ~~primarily investments~~payments inover ~~publicly-traded mutual funds either indexed to or containing stocks similar to those contained in~~ the ~~Morgan~~next ~~Stanley~~10 ~~Capital International (“MSCI”) Europe Australasia Far East (“EAFE”) Index. The MSCI EAFE Index is~~years, aincluding ~~benchmark~~expected offuture ~~international~~service, ~~equity~~as ~~investments~~appropriate, ~~representing~~as ~~approximately 85%~~ of ~~the developed market’s total capitalization~~December 31, ~~excluding~~2011 ~~the~~(in ~~U.S.~~millions): ~~and Canada.~~

Fixed Income and Cash: Fixed income and cash are primarily mutual funds either indexed to or benchmarked to bonds in the Barclay’s Capital Aggregate Bond Index, which is a market capitalization weighted index for U.S. investment grade bonds, as well as investments in a global bond fund. A portion of the cash is invested in common collective trust money market funds.


*Fiscal Year*
2012	$	3.9
2013		4.0
2014		3.9
2015		4.0
2016		4.2
2017 – 2021		24.7

The ~~following~~changes ~~table~~in ~~presents~~the ~~estimated~~projected ~~future~~benefit ~~benefits~~obligations ~~payments~~for ~~over~~fiscal ~~the~~2011 ~~next~~and 10fiscal ~~years,~~2010 ~~including~~were ~~expected future service,~~ as ~~appropriate,~~ asfollows ~~of January 1, 2011~~ (in millions):

Fiscal Year	2011			2010
2011	$	3.8
Benefit obligations as of the beginning of the year	$	73.6		$	66.6
2012		3.4
Change in foreign currency exchange rates		(0.1	)		0.4
2013		3.5
Service cost		1.1			1.0
2014		3.7
Interest cost		3.9			3.8
2015		3.9
Actuarial loss		8.5			5.1
2016 – 2020		22.6
Pension correction		0.0			0.1
Benefits paid and plan expenses		(3.4	)		(3.4	)
Benefit obligations as of the end of the year	$	83.6		$	73.6

The changes in the ~~projected~~ ~~benefit~~fair ~~obligations~~market ~~for~~value ~~fiscal~~of ~~2010~~the plan assets for 2011 and fiscal ~~2009~~2010 were as follows (in millions):

Fiscal Year	~~2010~~2011			~~2009~~2010
Benefit obligations as of the beginning of the year	$	66.6		$	63.5
Fair value of assets as of the beginning of the year	$	51.5		$	48.9
Change in foreign currency exchange rates		(0.1	)		0.64
Service cost		0.9			0.8
Actual return on plan assets		(1.2	)		5.2
Interest cost		3.8			3.7
Company contributions		3.1			1.4
Actuarial loss		4.8			1.6
Benefits paid and plan expenses		(3.4	)		(4.4	)
Census data adjustment		—			(0.4	)
Fair value of assets as of the end of the year	$	49.9		$	51.5
Benefits paid and plan expenses		(4.3	)		(3.2	)
Benefit obligations as of the end of the year	$	71.9		$	66.6

The ~~changes~~Company’s inpolicy is to fund the ~~fair~~pension ~~market~~plans ~~value~~in accordance with applicable U.S. and Canadian government regulations and to make additional contributions as required. As of December 31, 2011, the ~~plan~~Company ~~assets~~has ~~for~~met ~~fiscal~~all ~~2010~~regulatory ~~and~~minimum ~~fiscal~~funding ~~2009~~requirements. ~~were~~New aslegislation, ~~follows~~the Worker, Retiree, Employer Recovery Act of 2008 (WRERA), was passed in late December 2008 and provided temporary relief of pension funding requirements. Under WRERA, the Company made contributions of $3.1 million to the U.S. Plan in 2011 and expects to contribute approximately $4.7 million to ~~millions):~~the U.S. Plan during 2012.

Fiscal Year	2010			2009
Fair value of assets as of the beginning of the year	$	48.9		$	44.6
Change in foreign currency exchange rates		0.2			0.8
Actual return on plan assets		5.2			6.1
Company contributions		1.4			0.6
Benefits paid and plan expenses		(4.3	)		(3.2	)
Fair value of assets as of the end of the year	$	51.4		$	48.9

The following table reconciles the pension plans’ funded status to the amounts recognized in MDS’s balance sheets as of fiscal year end 2011 and 2010 (in millions):

The Company’s policy is to fund the pension plans in accordance with applicable U.S. and Canadian government regulations and to make additional contributions as required. As of January 1, 2011, the Company has met all regulatory minimum funding requirements. As a result of the significant reduction in the fair value of the U.S. plan assets in 2008, MDS was required to make a contribution to the U.S. plan in fiscal year 2009. New


*Fiscal Year*	2011			2010
Actuarial present value of projected benefit obligation	$	(83.6	)	$	(73.6	)
Plan assets at fair market value		49.9			51.5

Accrued pension cost recognized on balance sheets	$	(33.7	)	$	(22.1	)

F-2526

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~legislation,~~Amounts ~~the~~recognized ~~Worker, Retiree, Employer Recovery Act of 2008 (WRERA), was passed~~ in ~~late~~accumulated ~~December~~other ~~2008~~comprehensive ~~and~~loss ~~provided~~as ~~temporary relief~~ of ~~pension~~fiscal ~~funding~~2011 ~~requirements.~~and ~~Under WRERA, the~~fiscal ~~Company~~2010 ~~made~~were ~~contributions~~as offollows ~~$1.4 million to the U.S. Plan~~ (in ~~2010~~millions and ~~expects~~before totax): ~~contribute approximately $3.1 million to the U.S. Plan during 2011.~~

The following table reconciles the pension plans’ funded status to the amounts recognized in MDS’s balance sheets as of fiscal year end 2010 and 2009 (in millions):


*Fiscal Year*	2011		2010
Net actuarial loss	$	40.5	$	28.3

Fiscal Year	2010			2009
Actuarial present value of projected benefit obligation	$	(71.9	)	$	(66.6	)
Plan assets at fair market value		51.4			48.9
Accrued pension cost recognized on balance sheets	$	(20.5	)	$	(17.7	)

As of December 31, 2011 and January 1, 2011, the Company has recorded accrued pension costs as follows (in millions):

Amounts recognized in accumulated other comprehensive loss as of fiscal 2010 and fiscal 2009 were as follows (in millions and before tax):


*Fiscal Year*	2011			2010
Canadian prepaid pension asset	$	0.0		$	0.4
Canadian prepaid reserve		0.0			(0.4	)
Accrued Canadian pension liability		(0.1	)		0.0
Accrued U.S. pension liability		(33.6	)		(22.5	)

Pension liability	$	(33.7	)	$	(22.5	)

Fiscal Year		2010				2009
Net actuarial loss		$	28.3			$	26.0

The $0.4 million valuation reserve in fiscal 2010 represents an offset to the Canadian prepaid pension asset. As per provincial laws, any asset balance in excess of the Projected Benefit Obligation is not an asset of the Company.

As of January 1, 2011, the Company has recorded accrued pension costs as follows (in millions):

Fiscal Year	2010			2009
Canadian prepaid pension asset	$	0.3		$	2.3
Canadian prepaid reserve		(0.3	)		(2.3	)
Accrued U.S. pension liability		(20.8	)		(20.1	)
Pension liability	$	(20.8	)	$	(20.1	)

The $0.3 million and $2.3 million valuation reserves in fiscal 2010 and fiscal 2009, respectively, represent an offset to the Canadian prepaid pension asset. As per provincial laws, any asset balance in excess of the Projected Benefit Obligation is not an asset of the Company.

Defined Contribution Plans

Substantially all U.S. salaried employees, certain U.S. hourly employees, and certain Canadian employees participate in voluntary, contributory defined contribution plans to which MDS makes full or partial matching contributions. The Company’s matching contributions to these plans amounted to approximately $0.4 million, ~~$0.4 million, and $1.0 million~~ in ~~fiscal~~each ~~2010, 2009 and 2008, respectively. MDS incurred costs to maintain the defined contribution plans~~ of ~~$0.0~~fiscal ~~million~~2011, ~~$0.1 million and $0.2 million in fiscal~~ 2010, ~~2009~~ and ~~2008,~~ ~~respectively~~2009.

~~(10) Stock~~F-~~Based Compensation and Other Equity Instruments~~ 27

Stock Options

F-26

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~period~~(10) Share-Based ofCompensation ~~four~~and orOther ~~five~~Equity ~~years~~Instruments commencing one year after the date of grant. It is the Company’s policy to issue shares out of treasury when options are exercised. The following table summarizes information regarding the outstanding stock options as of January 1, 2011:

	Number ofShares			Option PriceRanges		WeightedAverageExercise Price		WeightedAverageRemainingContractualTerm(in years)		AggregateIntrinsicValue(in millions)
Outstanding at fiscal year end 2007		1,551,249		$	6.77–$34.66	$	14.33
Granted		230,000			15.22–15.22		15.22
Exercised		(14,088	)		8.09–15.65		14.04
Cancelled and forfeited		(89,608	)		15.65–22.17		21.40
Outstanding at fiscal year end 2008		1,677,553			6.77–34.66		14.08
Granted		298,000			9.87–9.87		9.87
Cancelled and forfeited		(48,500	)		14.88–34.66		26.41
Outstanding at fiscal year end 2009		1,927,053			6.77–23.99		13.12
Granted		5,000			7.00–7.00		7.00
Cancelled and forfeited		(74,550	)		8.09–22.17		16.20
Tendered in exchange		(747,090	)		15.22–23.99		18.91
Issued in exchange		297,760			7.52–7.52		7.52
Outstanding at fiscal year end 2010		1,408,173			6.77–22.17		8.73		5.1	$	0.9
Exercisable at fiscal year end 2010		1,055,135			6.77–22.17		8.55		3.8		0.8

Stock Options

The Midas Stock Incentive Plan, the Midas Treasury Stock Plan and the Midas Directors’ Deferred Compensation Plan (the “Plans”) authorize the issuance of up to 4,806,886 shares of Midas common stock pursuant to the exercise of incentive stock options, non-qualified stock options and stock appreciation rights and the grant of restricted stock and performance awards. Options granted pursuant to the Plans generally vest over a period of four or five years commencing one year after the date of grant. It is the Company’s policy to issue shares out of treasury when options are exercised. The following table summarizes information regarding the outstanding stock options as of December 31, 2011:


	Number of Shares			Option Price Ranges		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in millions)
Outstanding at fiscal year end 2008		1,677,553		$	6.77– $ 34.66	$	14.08
Granted		298,000			9.87– 9.87		9.87
Cancelled and forfeited		(48,500	)		14.88– 34.66		26.41

Outstanding at fiscal year end 2009		1,927,053			6.77– 23.99		13.12
Granted		5,000			7.00– 7.00		7.00
Cancelled and forfeited		(74,550	)		8.09– 22.17		16.20
Tendered in exchange		(747,090	)		15.22– 23.99		18.91
Issued in exchange		297,760			7.52– 7.52		7.52

Outstanding at fiscal year end 2010		1,408,173			6.77– 22.17		8.73
Granted		304,800			7.05– 7.05		7.05
Cancelled		(31,362	)		7.52– 10.01		9.94

Outstanding at fiscal year end 2011		1,681,611			6.77– 22.17		8.40		5.1	$	1.3

Exercisable at fiscal year end 2011		1,181,229			6.77– 22.17		8.61		3.6		1.3

At its annual meeting of shareholders on May 11, 2010, the Company received shareholder approval to implement an employee stock option exchange program. Under this program, employees holding stock options granted between 2004 and 2008 with exercise prices ranging from $15.22 to $23.99 were offered the opportunity to exchange their existing stock options for a lesser number of replacement stock options. The exchange program was completed on September 10, 2010. As a result of this exchange, 747,090 options were retired and 297,760 replacement options were issued at a strike price of $7.52. The replacement options will vest in two equal installments of 50% per year on the first and second anniversaries of the grant date and are exercisable for a period of 10 years from the grant date. The number of replacement stock options granted was determined using an exchange ratio such that the fair value of the replacement options received in the exchange equaled the fair value of the options surrendered in the exchange. The stock option exchange program did not result in additional expense.

~~Additional information pertaining to option activity during fiscal 2010, 2009~~F-28 ~~and 2008 was as follows (in millions):~~

	2010			2009			2008
Weighted average grant-date fair value of stock options issued (returned):
Stock options granted	$	—		$	1.3		$	1.3
Stock options exercised		—			—			0.1
Stock options vested		0.7			1.2			2.3
Stock options tendered for exchange		(14.1	)		—			—
Stock options issued in exchange		2.2			—			—
Stock options cancelled and forfeited		(1.2	)		(0.7	)		(1.1	)

F-27

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~The~~Additional ~~weighted~~information ~~average~~pertaining ~~estimated~~to ~~fair~~option ~~value~~activity ofduring ~~the options granted or issued in exchange in~~ fiscal ~~2010~~2011, ~~2009~~2010 and ~~2008~~ 2009 was ~~$3.47,~~as ~~$4.52~~follows ~~and~~(in ~~$5.82, respectively, based on the Black-Scholes valuation model using the following assumptions~~millions):

Fiscal Year	2010			2009			2008
	2011			2010			2009
Risk-free interest rate		1.84	%		2.45	%		3.06	%
Weighted average grant-date fair value of stock options issued (returned):
Dividend yield		0.0	%		0.0	%		0.0	%
Stock options granted	$	1.1		$	0.0		$	1.3
Expected volatility		47.50	%		43.48	%		32.50	%
Stock options vested		1.7			0.7			1.2
Expected life in years		5.75			6.25			6.25
Stock options tendered for exchange		0.0			(14.1	)		—
Stock options issued in exchange		0.0			2.2			—
Stock options cancelled and forfeited		(0.2	)		(1.2	)		(0.7	)

AsThe ofweighted ~~January 2, 2011,~~average ~~there~~estimated ~~was~~fair ~~$1.7~~value ~~million~~of inthe ~~stock~~options ~~option~~granted ~~compensation~~or ~~expense~~issued ~~related~~in toexchange ~~unvested~~in ~~awards~~fiscal ~~not yet recognized~~2011, 2010 ~~which~~and is2009 ~~expected~~was ~~to be recognized over a weighted average period of 1~~$3.150, ~~years~~$3.47 ~~Due~~and to$4.52, ~~the limited number of stock option recipients~~respectively, ~~the~~ ~~Company~~based ~~uses~~on the ~~simplified~~Black-Scholes ~~method~~valuation tomodel ~~estimate~~using the ~~expected~~following ~~life.~~assumptions:


*Fiscal Year*	2011			2010			2009
Risk-free interest rate		2.51	%		1.84	%		2.45	%
Dividend yield		0.0	%		0.0	%		0.0	%
Expected volatility		48.27	%		47.50	%		43.48	%
Expected life in years		6.25			5.75			6.25

As of December 31, 2011, there was $1.6 million in stock option compensation expense related to unvested awards not yet recognized, which is expected to be recognized over a weighted average period of 1.4 years. Due to the limited number of stock option recipients, the Company uses the simplified method to estimate the expected life.

F-29

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Restricted Stock

Annually the Company grants shares of restricted stock to certain of its employees, officers and directors. Certain restricted stock vests at the five or seven year anniversary, with provisions for accelerated vesting upon the occurrence of certain pre-determined events (“cliff-vesting shares”), while other restricted stock vests equally over periods of three to five-years or only upon the occurrence of certain pre-determined events (the latter being referred to as “performance shares”). The fair value of all but the performance share grants is equal to the stock price on the date of the grant. The fair value of the performance share grants is based on their derived service period calculated using either a Monte Carlo simulation model or management’s expectations of achieving the objectives depending on the nature of the performance criteria. Activity for restricted shares for the prior three years, including the non-vested restricted shares outstanding and the weighted average grant-date fair value of those restricted shares is shown in the table below:

	Number ofRestrictedShares			WeightedAverageGrant-DateFair Value
Non-vested balance at fiscal year end 2007		570,045		$	15.75
Non-vested balance at fiscal year end 2008		690,365		$	14.66
Granted		208,000			10.08
Vested		(87,680	)		12.30
Non-vested balance at fiscal year end 2008		690,365			14.66
Granted		288,900			9.03
Vested		(221,062	)		(20.14	)
Non-vested balance at fiscal year end 2009		758,203			10.57
Granted		15,000			9.32
Forfeited		(33,379	)		(11.67	)
Vested		(108,988	)		(12.56	)
Non-vested balance at fiscal year end 2010		630,836			10.37
Granted		284,440			6.79
Cancelled		(53,000	)		(13.23	)
Forfeited		(4,116	)		(10.33	)
Vested		(105,681	)		(13.24	)
Non-vested balance at fiscal year end 2011		752,479			9.67

The performance shares granted in ~~2010~~fiscal ~~included~~2011 ~~independent~~and ~~directors~~fiscal ~~and~~2009 avest ~~special~~only ~~grant~~if certain internal performance measures, all pertaining to ~~one~~growth ~~employee~~of the company’s cash flow, are met or exceeded. These conditionally vested grants were valued based on management’s estimate of meeting the performance requirement.

~~The~~As ~~performance~~of ~~shares~~December 31, ~~granted~~2011, inthere ~~fiscal~~was ~~2009~~$2.3 ~~and~~million ~~fiscal~~of ~~2008~~unamortized ~~vest~~restricted ~~only~~stock ifcompensation ~~certain~~of ~~internal~~which ~~performance~~$6.7 ~~measures,~~million ~~all~~was included as a ~~pertaining~~reduction to ~~growth~~paid-in ofcapital ~~the~~and ~~company’s~~$4.4 ~~cash~~million ~~flow,~~was ~~are~~included ~~met~~in ornon-vested ~~exceeded~~restricted stock subject to redemption. ~~These~~The ~~conditionally~~$2.3 ~~vested~~million ~~grants~~of ~~were~~unamortized ~~valued~~restricted ~~based~~stock oncompensation ~~management’s~~is ~~estimate~~expected ofto ~~meeting~~be ~~the~~recognized ~~performance~~over ~~requirement~~a weighted average period of 1.2 years.

~~F-28~~Restricted stock grants include a “change in control” provision, which provides for cash redemption of unvested restricted stock in certain circumstances. ASC Topic 480, Distinguishing Liabilities From Equity requires securities with contingent cash settlement provisions that are not solely in the control of the issuer, without regard to probability of occurrence, to be classified outside of shareholders’ equity. If a change of control event were to occur, the contingent cash settlement of the restricted stock as a result of such event would not be solely in the control of the Company. As such, the Company presents the $4.4 million value of unvested restricted stock as temporary equity on the consolidated balance sheet. Upon the vesting of the restricted stock the Company reclassifies the value of the restricted stock to permanent equity.

F-30

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of January 1, 2011, there was $2.3 million of unamortized restricted stock compensation of which $6.1 million was included as a reduction to paid-in capital and $3.8 million was included in non-vested restricted stock subject to redemption. The $2.3 million of unamortized restricted stock compensation is expected to be recognized over a weighted average period of 1.4 years.

Restricted stock grants include a “change in control” provision, which provides for cash redemption of unvested restricted stock in certain circumstances. ASC Topic 480, Distinguishing Liabilities From Equity requires securities with contingent cash settlement provisions that are not solely in the control of the issuer, without regard to probability of occurrence, to be classified outside of shareholders’ equity. While the Company believes the possibility of occurrence of any such change of control event is remote, the contingent cash settlement of the restricted stock as a result of such event would not be solely in the control of the Company. As such, the Company presents the $3.8 million value of unvested restricted stock as temporary equity on the consolidated balance sheet. Upon the vesting of the restricted stock the Company reclassifies the value of the restricted stock to permanent equity.

Common Stock Warrants

On March 27, 2003, the Company issued 1.0 million warrants valued at $5.0 million in connection with its 2003 debt restructuring. On January 5, 2004, 500,000 of these warrants were automatically cancelled because the Company met certain financial objectives contained in the warrant agreements. As of ~~January~~December 131, 2011, a total of 41,273 warrants remained outstanding. The exercise price of the warrants is $0.01, and the warrants are exercisable at any time up to March 27, 2013. Any warrants that remain unexercised at March 27, 2013 are automatically exercised as of that date.

(11) Shareholder Rights Agreement and Series A Junior Participating Preferred Stock

In fiscal 2007, MDS adopted a Rights Agreement providing for the issuance of one Preferred Stock Purchase Right (a “Right”) with each share of MDS common stock. Each Right entitles the registered holder to purchase from MDS one one-hundredth of a share of Series A Junior Participating Preferred Stock (a “Preferred Share”) at a price of $80 per one one-hundredth of a Preferred Share (the “Purchase Price”), subject to adjustment. The Rights will become exercisable on the Rights Distribution Date, which is the earlier of the tenth day following a public announcement that a person(s) has acquired beneficial ownership of 20% or more of the MDS common stock (an “Acquiring Person”), or ten business days after the commencement of a tender offer or exchange offer that would result in a person(s) acquiring beneficial ownership of 20% or more of the outstanding shares of Midas common stock.

If a person becomes an Acquiring Person, each Right holder (other than the Acquiring Person) will be entitled to receive, upon exercise of the Right, a number of shares of MDS common stock having a market value of two times the exercise price of the Right. If MDS is acquired in a merger or other business combination, each Right holder (other than the Acquiring Person) will be entitled to receive, upon exercise of a Right, a number of the acquiring Company’s common shares having a market value at that time of two times the exercise price of the Right.

In general, MDS can redeem all the Rights for one cent per Right at any time until the date that a person has become an Acquiring Person. On December 14, 2009, the Rights Agreement was amended to exempt certain institutional investors from the definition of Acquiring Person. Specifically, it exempted investors who have Beneficially Owned (as defined in the Rights Agreement) more than 5% of the Company’s outstanding common stock during the preceding three years and do not Beneficially Own 24.5% or more of the Company’s outstanding common stock.

F-29

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Rights will expire on December 31, 2017. Until a Right is exercised, the holder of a Right (merely by being a Right holder) will have no rights as a shareholder of Midas, including voting or dividend rights.

Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $0.01 per share, but will be entitled to an aggregate dividend of 100 times the dividend declared per share of MDS common stock. Each Preferred Share will have 100 votes, voting together with the MDS common stock. In the event of a merger or other transaction in which shares of common stock of the Company are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per share of MDS common stock.

The Company has 20 million authorized shares of Series A Junior Participating Preferred Stock. There are no Series A Junior Participating Preferred Stock issued or outstanding.

On March 12, 2012, the MDS Board of Directors approved an amendment to the Rights Agreement that specifically renders the Rights Agreement inapplicable to the Offer and any other transaction contemplated by the Merger.

F-31

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(12) Contingencies

MDS has certain contingent liabilities arising from various pending claims and litigation related to a number of matters. ~~While~~Because the Company believes the claims are without merit, no liabilities have been recorded. However, an adverse outcome could have a material adverse effect on the business.

California Class Action

~~The~~A ~~Company~~purported ~~is currently involved in a~~ class action lawsuit was filed in the Superior Court of California for the County of Los Angeles in June 2006 that ~~alleges~~alleged that certain franchised California Midas shops intentionally issued invoices to certain brake customers that incorrectly indicated that the customers had received Midas-branded brake products when, in fact, they had received inferior non-Midas brake products. ~~MDS~~The ~~denies the~~ plaintiffs~~’ allegations~~ ~~and~~sought isunspecified ~~vigorously defending this lawsuit~~damages. MDS ~~has~~had successfully ~~thus~~challenged ~~far been successful in challenging~~ the legal sufficiency of the plaintiffs’ claims. ~~The~~by getting the plaintiffs’ third amended complaint ~~was~~ dismissed in February 2009. The plaintiffs then filed a fourth amended complaint in March of 2009. ~~The~~In ~~Company~~December ~~continues~~2011, the toCourt ~~believe~~denied ~~that~~class ~~the~~certification ~~allegations~~on ~~are~~numerous ~~without merit~~grounds. ~~However,~~If ~~there~~plaintiffs ~~can~~appeal ~~be no assurance~~ the ~~Company~~denial ~~will~~of ~~prevail~~class incertification, ~~such~~Midas ~~proceedings.~~intends Anto ~~adverse~~vigorously ~~ruling~~defend ~~could have a material adverse effect on~~ the ~~Company’s financial condition and results of operations~~appeal.

Canadian Franchise ~~Purported~~ Class Action

A class action lawsuit was filed against the Company in the Ontario Superior Court of Justice by two Canadian Midas franchisees on May, 31 2007. The plaintiffs alleged various violations of the Midas Franchise and Trademark Agreement and applicable law and sought class certification and monetary damages of approximately $168 million. Specifically, the plaintiffs allege that the Company breached its duty of good faith and fair dealing by terminating its supply system and replacing it with an agreement with Uni-Select, including, without limitation, by (i) retaining the full 10% royalty paid by franchisees after the Company ceased to sell products to class members, (ii) receiving rebates from suppliers on account of plaintiffs’ purchases of products, and (iii) funding its warranty program with such rebates. The class certification hearing took place in February 2009 and the court released its certification ruling on March 26, 2009. Of the many claims asserted by the plaintiff, the only claim for which class certification was granted was the issue of whether Midas Canada breached its common law and statutory duties of good faith and fair dealing when it implemented its new supply chain program in 2003. All other causes of action were rejected by the court. The Company is currently in the process of compiling historical documents as a result of the plaintiffs’ discovery request. The Company continues to believe this lawsuit is without merit. However, there can be no assurance the Company will prevail in such proceedings. An adverse ruling could have a material adverse effect on the Company’s financial condition and results of operations.

~~(13)~~MESA ~~Derivative~~S.p.A. ~~Instruments~~Suit in Milan, Italty

~~The~~MDS ~~Company~~received ~~has~~notice ~~market~~on ~~risk~~January ~~exposure~~3, to2012, ~~changes~~that MESA S.p.A. (“MESA” the Italian company that operates the Midas system in ~~interest~~Europe ~~rates~~and South America) filed suit in the Court of Appeal in Milan, Italy, ~~principally~~claiming that MDS is in breach of the ~~United~~1998 ~~States~~License Agreement and the separate Agreement for Strategic Alliance (“ASA”). The complaint alleges that MDS ~~attempts~~is in breach of these agreements due to, ~~minimize~~among other things, MDS’ alleged failure to cooperate with MESA to improve the Midas System in Europe. MESA seeks damages for the alleged breach of up to €5.8 million, representing a portion of the license fees MESA paid to MDS for the period from June 2009 through October 2011. MESA also seeks a declaratory judgment suspending MESA’s obligation to pay 80% of its future license fees owed to MDS under the License Agreement. Following this ~~risk~~filing, MESA withheld 80% of its license fees due in January and February 2012. As a result, Midas has filed a complaint in the Circuit Court of Cook County (Chicago), Illinois, against MESA, claiming breach of contract and ~~fix~~seeking a ~~portion~~declaratory judgment requiring MESA to continue to pay the full amount of its ~~overall~~license fees ~~borrowing~~to ~~costs~~MDS. ~~through~~The Company continues to believe that this lawsuit by MESA is without merit and is pursuing a vigorous defense, as well as payment of the ~~utilization~~unpaid portion of ~~interest~~the license fees.

F-3032

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

MESA previously initiated an arbitration proceeding against Midas in June 2009 alleging ~~rate~~that ~~swaps.~~the ~~MDS~~Company ~~hedges~~had ~~variable~~breached ~~cash~~its ~~flows~~obligations ~~resulting~~under ~~from~~the ~~floating-rate~~ASA ~~debt~~to cooperate in good faith to develop the Midas System in Europe and South America. ~~Variable~~MESA ~~cash~~sought ~~flows~~significant ~~from~~damages ~~outstanding~~and ~~debt~~asked ~~are~~the ~~converted~~arbitral tribunal to ~~fixed-rate~~require ~~cash~~the ~~flows~~Company to renegotiate the terms of the ASA and the License Agreement or to cancel those agreements due to the alleged breach by ~~entering~~the ~~into~~Company ~~receive-variable~~and require the Company to indemnify MESA and Mobivia Groupe S.A. (“Mobivia”, previously known as Norauto, a French company ~~pay-fixed~~that ~~interest-rate~~acquired ~~swaps~~MESA from the Fiat Group in October 2004) for any losses resulting from the termination of those agreements. ~~Hedge~~The ~~ineffectiveness~~arbitral istribunal ~~eliminated~~issued byits ~~matching~~ruling ~~all~~on ~~terms~~March 3, 2011. Midas prevailed in its defense of the ~~hedged~~vast ~~item~~majority ~~and~~of claims but the ~~hedging~~tribunal ~~derivative~~awarded atMESA ~~inception~~€17.45 million ~~and~~(approximately onUS an$23.4 ~~ongoing~~million) ~~basis~~plus interest of five percent from June 12, 2009 (approximately $2.1 ~~MDS~~million ~~does~~through ~~not~~the ~~exclude~~ruling date), in connection with MESA’s claim that Midas failed to cooperate in the improvement of the IT systems in the European operations. The arbitral tribunal declined to make any ~~terms~~rulings ~~from~~in ~~consideration~~respect ~~when~~of ~~applying~~the License Agreement, due to its finding that it did not have the ~~matched~~jurisdiction to do so. The License Agreement between Midas and MESA therefore continues in full force and effect. License fees are payable under the terms ~~method~~of the License Agreement which continues through 2028 and provides for additional 30 year extensions.

Merger Agreement Class Action

On March 15, 2012, a purported shareholder class action lawsuit was filed in the Circuit Court of DuPage County, Illinois naming MDS, MDS’ directors, TBC Corporation and Gearshift Merger Corp. as defendants. The suit alleges, among other things, MDS’ directors breached their fiduciary duties and MDS, TBC Corporation and Gearshift Merger Corp. aided and abetted the directors’ alleged breaches of fiduciary duty in connection with MDS’ entry into the Merger Agreement. The plaintiffs seek to enjoin the transactions contemplated by the Merger Agreement and unspecified damages. The Company believes this lawsuit is without merit and intends to pursue a vigorous defense.

On March 20, 2012, a purported shareholder class action lawsuit was filed in the Court of Chancery of the state of Delaware naming MDS, MDS’ directors, TBC Corporation and Gearshift Merger Corp. as defendants. The suit alleges, among other things, MDS’ directors breached their fiduciary duties and TBC Corporation and Gearshift Merger Corp. aided and abetted the directors’ alleged breaches of fiduciary duty in connection with MDS’ entry into the Merger Agreement. The plaintiffs seek to enjoin the transactions contemplated by the Merger Agreement and unspecified damages. The Company believes this lawsuit is without merit and intends to pursue a vigorous defense.

(13) Derivative Instruments

The Company has market risk exposure to changes in interest rates, principally in the United States. MDS attempts to minimize this risk and fix a portion of its overall borrowing costs through the utilization of interest rate swaps. MDS hedges variable cash flows resulting from floating-rate debt. Variable cash flows from outstanding debt are converted to fixed-rate cash flows by entering into receive-variable, pay-fixed interest-rate swaps. Hedge ineffectiveness is eliminated by matching all terms of the hedged item and the hedging derivative at inception and on an ongoing basis. MDS does not exclude any terms from consideration when applying the matched terms method.

The fair values of the Company’s interest rate swaps are estimated using Level 2 inputs, which are based on model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. The Company also considers counterparty credit-risk and bilateral or “own” credit risk adjustments in estimating fair value, in accordance with the requirements of U.S. GAAP.

~~The fair value of derivative instruments is summarized as~~F-33 ~~follows (in millions):~~

	As of January 1, 2011				As of January 2, 2010
	Balance Sheet Location		FairValue		Balance Sheet Location		FairValue
Derivatives designed as hedging instruments
Interest rate contracts		Accrued expenses	$	—		Accrued expenses	$	1.8
Interest rate contracts		Other liabilities		1.8		Other liabilities		—
Total			$	1.8			$	1.8

Because the interest rate contracts have been designated as cash flow hedges and have been evaluated to be highly effective, there is no impact on the Statement of Operations. The after-tax change in the fair value of these swaps is recorded in accumulated other comprehensive income as a gain or loss on derivative financial instruments.

(14) Business Segment Information

MDS operates in a single business segment and provides retail automotive services principally through franchised and company-operated shops located in North America (United States and Canada) and through franchised and licensed shops in international markets. The Company’s U.S. operations receive royalties from franchisees located in Central America. Such revenues amounted to less than one percent of U.S. sales and revenues in each of the fiscal years presented.

No MDS customer accounted for more than 10% of the Company’s total sales and revenues in fiscal 2010, 2009 or fiscal 2008.

F-31

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The fair value of derivative instruments is summarized as follows (in millions):

As of December 31, 2011

As of January 1, 2011

Balance Sheet Location

Fair
Value

Balance Sheet Location

Fair
Value

Derivatives designed as hedging instruments

Interest rate contracts

Other liabilities

1.5

Other liabilities

1.8

Because the interest rate contracts have been designated as cash flow hedges and have been evaluated to be highly effective, there is no impact on the Consolidated Statement of Operations. The after-tax change in the fair value of these swaps is recorded in accumulated other comprehensive income as a gain or loss on derivative financial instruments.

(14) Business Segment Information

No MDS customer accounted for more than 10% of the Company’s total sales and revenues in fiscal 2011, 2010 or fiscal 2009.

The following tables present financial information for each of the principal geographic areas in which the Company operates. Sales and revenues are attributed to geographic areas based on the location of customers.

Sales and Revenues

Fiscal Year

~~2010~~2011

~~2009~~2010

~~2008~~2009

(in millions)

North American Operations:

U.S.

~~167~~159.62

~~156~~167.96

~~159~~156.79

Canada

2019.59

2120.5

2321.25

Total North America

~~188~~179.1

~~178~~188.41

~~182~~178.94

International Operations

4.35

4.43

4.54

Total

~~192~~183.46

~~182~~192.84

~~187~~182.48

Identifiable Assets

Fiscal Year End

~~2010~~2011

~~2009~~2010

~~2008~~2009

(in millions)

North American Operations:

U.S.

~~215~~205.75

215.67

~~223~~215.26

Canada

119.9

1211.49

1112.94

Total North America

~~227~~215.64

~~228~~227.06

~~235~~228.10

International Operations

20.14

02.61

0.36

Total

~~229~~215.78

~~228~~229.67

~~235~~228.46

F-3234

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(15) Selected Quarterly Financial Data (Unaudited)

Each quarter presented in the following table contains 13 weeks.

	FirstQuarter			SecondQuarter			ThirdQuarter			FourthQuarter			FullYear
	(in millions, except per share data)
Fiscal 2011
Sales and revenues	$	46.1		$	47.7		$	46.3		$	43.5		$	183.6
Franchised shops—occupancy expenses		5.7			5.8			5.9			5.9			23.3
Company-operated shop costs and expenses		18.0			17.8			16.8			15.1			67.7
Replacement part cost of sales		4.8			4.7			4.5			5.6			19.6
Warranty expense (benefit)		0.4			(0.4	)		0.6			0.1			0.7
Selling, general and administrative expenses		12.3			13.4			12.8			12.3			50.8
Strategic review expenses		0.0			0.0			0.6			2.6			3.2
Asset impairment charge		0.0			0.0			0.0			0.5			0.5
Loss on sale of assets, net		0.2			0.4			0.5			0.0			1.1
Total operating costs and expenses		41.4			41.7			41.7			42.1			166.9
Operating income		4.7			6.0			4.6			1.4			16.7
Interest expense		(2.0	)		(2.0	)		(2.1	)		(2.1	)		(8.2	)
Other income (expense), net		(1.2	)		(0.1	)		0.2			—			(1.1	)
Income (loss) before taxes		1.5			3.9			2.7			(0.7	)		7.4
Income tax expense (benefit)		0.6			1.8			1.3			(0.3	)		3.4
Net income (loss)	$	0.9		$	2.1		$	1.4		$	(0.4	)	$	4.0
Earnings (loss) per share—diluted	$	0.07		$	0.15		$	0.10		$	(0.03	)	$	0.28
Fiscal 2010
Sales and revenues	$	47.7		$	49.3		$	48.8		$	46.6		$	192.4
Franchised shops—occupancy expenses		5.5			5.4			5.7			5.9			22.5
Company-operated shop costs and expenses		20.0			21.0			20.9			19.1			81.0
Replacement part cost of sales		4.9			4.6			5.1			6.4			21.0
Warranty expense (benefit)		0.2			0.4			0.3			—			0.9
Warranty expense		0.2			0.4			0.3			—			0.9
Selling, general and administrative expenses		13.7			13.9			12.7			10.2			50.5
European arbitration award		—			—			—			25.5			25.5
(Gain) loss on sale of assets, net		(0.1	)		—			0.2			(0.1	)		—
Total operating costs and expenses		44.2			45.3			44.9			67.0			201.4
Operating income (loss)		3.5			4.0			3.9			(20.4	)		(9.0	)
Interest expense		(2.5	)		(2.4	)		(2.4	)		(2.0	)		(9.3	)
Other income, net		0.2			—			0.1			—			0.3
Income (loss) before taxes		1.2			1.6			1.6			(22.4	)		(18.0	)
Income tax expense (benefit)		0.5			0.8			0.8			(6.7	)		(4.6	)
Net income (loss)	$	0.7		$	0.8		$	0.8		$	(15.7	)	$	(13.4	)
Earnings (loss) per share—diluted	$	0.05		$	0.06		$	0.06		$	(1.14	)	$	(0.97	)
Fiscal 2009
Sales and revenues	$	44.3		$	46.4		$	46.4		$	45.7		$	182.8
Franchised shops—occupancy expenses		5.7			5.6			5.8			5.6			22.7
Company-operated shop costs and expenses		16.2			17.2			18.0			16.9			68.3
Replacement part cost of sales		5.3			5.3			5.2			7.1			22.9
Warranty expense (benefit)		0.1			0.3			0.1			(0.4	)		0.1
Selling, general and administrative expenses		13.2			13.9			12.5			11.6			51.2
Loss on sale of assets, net		0.1			—			0.1			—			0.2
Business transformation charges		—			0.2			0.1			2.9			3.2
Total operating costs and expenses		40.6			42.5			41.8			43.7			168.6
Operating income		3.7			3.9			4.6			2.0			14.2
Interest expense		(2.0	)		(2.1	)		(2.0	)		(2.2	)		(8.3	)
Other income (expense), net		0.1			0.2			0.1			—			0.4
Income (loss) before taxes		1.8			2.0			2.7			(0.2	)		6.3
Income tax expense		0.8			1.6			1.3			—			3.7
Net income (loss)	$	1.0		$	0.4		$	1.4		$	(0.2	)	$	2.6
Earnings (loss) per share—diluted	$	0.07		$	0.03		$	0.10		$	(0.02	)	$	0.19

The sum of earnings per share for the quarters may not equal the full year amount in each year due to the impact of changes in the average shares outstanding.

F-3335

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As a result of changes in the Company’s business model over the past five years, the seasonality of the Company’s sales has been reduced. In fiscal ~~2010~~2011 and fiscal ~~2009~~2010 revenues by quarter were not significantly different.

Certain factors other than seasonality have impacted the Company’s quarterly net income and earnings per share and these are discussed in greater detail below.

Quarterly Variations—Fiscal 2011

MDS recorded costs associated with the strategic review announced August 11, 2011 of $0.6 million and $2.6 million, in the third and fourth quarters, respectively. In the fourth quarter the Company recorded a charge of $0.5 million because certain properties appraised in conjunction with the strategic review were valued at less than their respective carrying cost. Overall, the portfolio of 208 properties, with carrying costs of approximately $45.5 million, was appraised at approximately $104.9 million. In the second quarter the Company reduced its warranty liability by $0.9 million. In the fourth quarter the Company reduced its warranty liability by $0.3 million. Both reductions were the result of the Company’s change in estimate for the warranty reserves. Fourth quarter revenues and replacement part cost of sales were higher because of a seasonal increase in tire sales. Fourth quarter tire sales accounted for 30% of tire sales recorded for the year.

Quarterly Variations—Fiscal 2010

MDS incurred significant legal and other costs associated with the MESA arbitration of $0.8 million, $1.1 million and $0.8 million in the first, second and third quarters, respectively. An approximate $2.5 million recovery of these fees was granted by an arbitral tribunal in March 2011, and the Company recorded a corresponding credit to selling, general and administrative expense in the fourth quarter. In addition, the tribunal awarded a $25.5 million judgment against the Company that was recorded as an expense in the fourth quarter. In the second quarter MDS recorded incremental operating expenses of $0.2 million related to the vesting of certain restricted stock. Fourth quarter revenues and replacement part cost of sales were higher because of a seasonal increase in tire sales. Fourth quarter tire sales accounted for 29% of tire sales recorded for the year. In the fourth quarter the Company reduced its warranty liability by $0.3 million. The reduction was the result of the Company’s change in estimate for the warranty reserves.

Quarterly Variations—Fiscal 2009

In the second quarter MDS recorded incremental operating expenses of $0.4 million related to the vesting of certain restricted stock. Fourth quarter revenues and replacement part cost of sales were higher because of a seasonal increase in tire sales. Fourth quarter tire sales accounted for 31% of tire sales recorded for the year. In the fourth quarter the Company reduced its warranty liability by $0.6 million. The reduction was the result of the Company’s change in estimate for the warranty reserves. In the fourth quarter a pension adjustment resulted in a $0.4 million reduction in expenses.

The $2.9 million of business transformation charges recorded in the fourth quarter of fiscal 2009 consisted of $0.4 million related to a reduction-in-force announced in October of 2009, $1.5 million for third party consulting costs related to the development of the co-brand image, a re-design of the customer sales and follow-up process in Midas shops and a study of the Midas France business and marketplace, $0.8 million in connection with the closure of four under-performing company-operated shops and $0.2 million pertaining to the Company’s final funding of a new shop image for Midas.

In the second quarter of fiscal 2009, MDS recorded business transformation charges of $0.1 million in connection with the Company’s change in the Canadian warranty program. The remaining business transformation charges relate primarily to the Company’s partial funding of the rollout of a new shop image for Midas shops.

(16) Acquisitions and Divestitures

InThe ~~January~~Company ~~2010,~~refranchised ~~MDS~~25 ~~acquired~~company-operated 22 Midas shops ~~from~~and anone ~~existing~~company-operated ~~Midas~~SpeeDee ~~franchisee.~~shop ~~MDS~~in ~~acquired~~fiscal ~~these~~2011. ~~shops~~The refranchising toof bethese ~~run~~26 as company-operated shops resulted in ~~connection~~a ~~with~~write-down aof ~~settlement~~$0.9 ~~between~~million ~~the~~of ~~franchisee~~intangible ~~and~~assets, ~~the California~~which ~~Attorney~~is ~~General~~included ~~and~~in the ~~California~~net ~~Bureau~~loss ofon ~~Automotive~~sale ~~Repair.~~of ~~The~~assets ~~franchisee~~of ~~had~~approximately ~~been~~$1.1 ~~charged~~million. ~~with~~The ~~violating~~Company ~~state~~opened ~~business~~two ~~and~~previously ~~professional~~closed ~~codes~~Midas inshops and a ~~suit~~previously ~~seeking~~closed ~~civil~~SpeeDee ~~penalties~~shop ~~and~~as ~~costs~~company-operated shops. ~~The~~In ~~Company~~addition ~~was~~a ~~not~~company-operated ~~named~~Midas inshop ~~the~~was ~~suit~~closed ~~and worked~~at ~~closely with~~ the ~~California~~expiration ~~Attorney~~if ~~General’s~~its ~~Office~~lease onduring ~~acquiring~~fiscal ~~these shops~~2011.

FThe Company acquired one franchised Midas shop from a Midas franchisee to be run as a company-34operated shop for approximately $47,000, which generated approximately $35,000 of incremental trademark and customer list intangibles.

As a result of these actions, the total number of company-operated Midas and SpeeDee shops at the end of fiscal 2011 was 84 compared to 107 at the end of fiscal 2010.

In January 2010, MDS acquired 22 Midas shops from an existing Midas franchisee. MDS acquired these shops to be run as company-operated shops in connection with a settlement between the franchisee and the

F-36

MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

California Attorney General and the California Bureau of Automotive Repair. The franchisee had been charged with violating state business and professional codes in a suit seeking civil penalties and costs. The Company was not named in the suit and worked closely with the California Attorney General’s Office on acquiring these shops.

Simultaneous with and as part of the transaction, the Company re-franchised two of the locations to a new franchisee and bought out of the lease on a third location, bringing the net acquisition to 19 shops. The Company is actively seeking to re-franchise the remainder of these shops.

MDS gave total consideration of approximately $6.6 million for the shops. The total cash outlay for the purchase was approximately $3.5 million. The acquisition also resulted in an approximately $2.5 million non-cash reduction of accounts receivable. MDS also assumed certain liabilities of $0.5 million and assumed a capital lease liability of $0.1 million. As a result of this acquisition, the Company recorded $5.5 million in incremental goodwill and other intangibles, which included $1.9 million of intangible franchise agreements, $0.2 million of customer lists and $3.4 million of goodwill.

MDS re-franchised 18 company-operated Midas and two company-operated SpeeDee shops in fiscal 2010. The re-franchising of these 20 company-operated shops resulted in a write-down of $0.7 million of intangible assets. The Company opened a previously closed Midas shop and a previously closed SpeeDee shop as company-operated shops. In addition a company-operated Midas shop was closed during fiscal 2010.

As sa result of these actions, the total number of company-operated Midas and Speedee shops at the end of fiscal 2010 was 107, unchanged from the end of fiscal 2009. No net gain or loss was recorded on the acquisition or divestiture of company-operated shops in fiscal 2010.

~~During~~(17) ~~fiscal~~Subsequent ~~2009,~~Events the Company acquired 10 franchised Midas shops from Midas franchisees to be run as company-operated shops for $1.6 million, which generated $1.3 million of incremental goodwill, trademark and customer list intangibles. In addition, MDS completed the acquisition of three franchised SpeeDee shops from the founders of the SpeeDee business. This acquisition was part of the March 2008 SpeeDee acquisition, but the transfer of the shops from G.C. & K.B. Investments, Inc. to MDS was delayed due to lease issues. Funds held in escrow were released to G.C. & K.B. Investments, Inc. and $0.8 million of incremental goodwill was recorded. Goodwill, trademark and customer list intangibles were reduced by $0.3 million in connection with the re-franchising of four company-operated shops and the closure of four under performing company-operated shops.

On March 12, 2012, MDS entered into an Agreement and Plan of Merger (17the “Merger Agreement”) ~~Business~~with ~~Transformation~~TBC Corporation, ~~Charges~~a Delaware corporation (“TBC”) and Gearshift Merger Corp., a Delaware corporation and a wholly owned subsidiary of TBC (“Purchaser”). TBC is a subsidiary of Sumitomo Corporation of America. Pursuant to the terms of the Merger Agreement, and on the terms and subject to the conditions thereof, among other things, Purchaser will commence a cash tender offer (the “Offer”) to acquire all of the outstanding shares of common stock of MDS, par value $0.001 per share (together with the associated preferred share purchase rights, the “Shares”), at a price of $11.50 per share in cash (the “Offer Price”), without interest and less any required withholding taxes.

~~The~~Following ~~company~~the ~~recorded~~completion ~~business transformation~~of ~~charges~~the Offer and subject to the satisfaction or waiver of ~~$3.2~~certain ~~million~~conditions set forth in ~~fiscal~~the ~~2009~~Merger Agreement, including, if required, receipt of approval by the stockholders of MDS, Purchaser will merge with and ~~$1.6~~into ~~million~~MDS, inwith ~~2008~~MDS surviving as ~~part~~a wholly owned subsidiary of aTBC ~~multi-year~~(the ~~plan~~“Merger”). At the effective time of the Merger, the Shares not purchased pursuant to ~~reposition~~the Offer (other than shares held by MDS, TBC, Purchaser, any subsidiary of TBC or by stockholders of MDS who have perfected their statutory rights of appraisal under Delaware law) will be converted into the ~~business~~right to receive an amount in cash equal to the Offer Price, ~~eliminate~~without ~~highly~~interest, ~~unprofitable~~and ~~company-operated~~less ~~shops~~any required withholding taxes. Under the terms of the Merger Agreement, at the time the Shares are accepted for purchase pursuant to the Tender Offer, all outstanding and unexercised ~~reduce~~options ~~costs~~to purchase Shares will be deemed to vest. No ~~such~~Under ~~charges~~the ~~were~~terms ~~recorded~~of inthe Merger Agreement, each outstanding option or warrant to purchase Shares will be deemed exercised and cancelled, with each former holder thereof receiving an amount ~~2010~~in cash equal to the excess, if any, of the Tender Offer Price over the exercise price thereof multiplied by the number of shares subject to such option or warrant.

~~The fiscal 2009 charges of $3.2 million included $0.4 million of salary continuation and outplacement costs related to the elimination of 19 corporate positions and $0.8 million in estimated non~~F-~~recoverable lease costs and asset write-downs related to the closing of four underperforming company-operated shops. Also included was $1.5 million in third party~~37 consulting costs to develop the co-brand shop image, re-design the customer sales and follow-up process in Midas shops and a study of the Midas France business and marketplace. The Company also incurred $0.5 million in retail image update and other costs. The retail image update was a program that ended in 2009 whereby a franchisee could get a $2,600 subsidy per shop from the Company if they invested in new paint, signage and point-of-purchase material.

TheTable fiscal 2008 charges of $1.6 million included $1.3 million related to the image update program and $0.3 million in connection with the closing of one underperforming shop.Contents

~~F-35~~ MIDAS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On March 14, 2012, the Company amended its credit agreement to exclude from the calculation of consolidated adjusted EBITDA up to $4.5 million in costs incurred in connection with the Company’s strategic review process during the second half of fiscal 2011 and the first half of fiscal 2012. In addition, the amendment allows the company to exclude from the calculation of consolidated adjusted EBITDA the $0.5 million in charges recorded in fiscal 2011 in connection with the write-down of certain real estate properties to their market value. This amendment is only effective for measurement periods after December 31, 2011.

In January 2012 the Company entered into a purchase agreement that will result in the purchase of five shops and other assets from a Midas franchisee in early 2012 for approximately $1.3 million. These will be run as company-operated shops. In January 2012, three of the shops were acquired; the two remaining shops are scheduled to be acquired in April 2012. The acquisition of these shops is expected to generate approximately $1.1 million in incremental goodwill andother intangibles.

(18) Business Transformation Charges

The company recorded business transformation charges of $3.2 million in fiscal 2009 as part of a multi-year plan to reposition the business, eliminate highly unprofitable company-operated shops, and reduce costs. No such charges were recorded in 2011 or 2010.

The fiscal 2009 charges of $3.2 million included $0.4 million of salary continuation and outplacement costs related to the elimination of 19 corporate positions and $0.8 million in estimated non-recoverable lease costs and asset write-downs related to the closing of four underperforming company-operated shops. Also included was $1.5 million in third party consulting costs to develop the Co-Brand shop image, re-design the customer sales and follow-up process in Midas shops and a study of the Midas France business and marketplace. The Company also incurred $0.5 million in retail image update and other costs. The retail image update was a program that ended in 2009 whereby a franchisee could get a $2,600 subsidy per shop from the Company if they invested in new paint, signage and point-of-purchase material.

F-38

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TheTable fiscal 2008 charges of $1.6 million included $1.3 million related to the image update program and $0.3 million in connection with the closing of one underperforming shop.Contents

Filing Compare · MIDAS INC