##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended April 30, 2006
 or
 o
    
    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 001-13927
 CSK Auto Corporation
 (Exact name of registrant as specified in its charter)
 Delaware
    
    86-0765798(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)645 E. Missouri Ave.Suite 400,Phoenix, Arizona
    
    85012(Address of principal executive offices)
    
    (Zip Code)
 (602) 265-9200  (Registrants telephone number, including area code)
 N/A  (Former name, former address and former fiscal year,
if changed since last report)
 o þ
  þ o o
 o þ




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##### 



TABLE OF CONTENTS
 PageExplanatory Note
    
    
    2Forward-Looking Statements
    
    
    3PART I  Financial InformationItem 1. Financial Statements (unaudited)Consolidated Balance Sheets
    
    
    4Consolidated Statements of Operations
    
    
    5Consolidated Statement of Stockholders Equity
    
    
    6Consolidated Statements of Cash Flows
    
    
    7Notes to Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    34Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    41Item 4. Controls and Procedures
    
    
    42PART II  Other InformationItem 1. Legal Proceedings
    
    
    48Item 1A. Risk Factors
    
    
    48Item 6. Exhibits
    
    
    48Signature
    
    
    49EX-31.01EX-31.02EX-32.01
   www.cskauto.com,
 Explanatory Note
   2




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Note Concerning Forward-Looking Information
    3




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##### Table of Contents



PART I
 FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 CSK AUTO CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 
 April 30,
    
    
    January 29,2006
    
    
    2006ASSETSCash and cash equivalents
    
    $
    56,694
    
    
    $
    17,964Receivables, net of allowances of $457 and $436, respectively
    
    
    33,223
    
    
    
    29,861Inventories
    
    
    507,970
    
    
    
    508,507Deferred income taxes
    
    
    38,603
    
    
    
    37,806Prepaid expenses and other current assets
    
    
    21,053
    
    
    
    20,047Total current assets
    
    
    657,543
    
    
    
    614,185Property and equipment, net
    
    
    172,939
    
    
    
    174,112Intangibles, net
    
    
    70,893
    
    
    
    71,807Goodwill
    
    
    223,507
    
    
    
    223,507Deferred income taxes
    
    
    13,094
    
    
    
    20,845Other assets, net
    
    
    35,225
    
    
    
    35,578Total assets
    
    $
    1,173,201
    
    
    $
    1,140,034LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable
    
    $
    227,097
    
    
    $
    208,507Accrued payroll and related expenses
    
    
    55,648
    
    
    
    48,483Accrued expenses and other current liabilities
    
    
    82,366
    
    
    
    89,141Current maturities of long-term debt
    
    
    41,997
    
    
    
    42,465Current maturities of capital lease obligations
    
    
    9,690
    
    
    
    9,500Total current liabilities
    
    
    416,798
    
    
    
    398,096Long-term debt
    
    
    513,399
    
    
    
    507,523Obligations under capital leases
    
    
    17,384
    
    
    
    18,106Other liabilities
    
    
    58,335
    
    
    
    60,152Total non-current liabilities
    
    
    589,118
    
    
    
    585,781Commitments and contingenciesStockholders equity:Common stock, $0.01 par value, 90,000,000 shares authorized,
43,849,797 and 43,830,322 shares issued and outstanding at
April 30, 2006 and January 29, 2006, respectively
    
    
    438
    
    
    
    438Deferred compensation
    
    
    
    
    
    
    (1,735
    )Additional paid-in capital
    
    
    425,762
    
    
    
    426,560Accumulated deficit
    
    
    (258,915
    )
    
    
    (269,106
    )Total stockholders equity
    
    
    167,285
    
    
    
    156,157Total liabilities and stockholders equity
    
    $
    1,173,201
    
    
    $
    1,140,034
  4




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CSK AUTO CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 
 Thirteen Weeks EndedApril 30,
    
    
    May 1,2006
    
    
    2005(Restated)Net sales
    
    $
    463,768
    
    
    $
    405,276Cost of sales
    
    
    248,573
    
    
    
    210,272Gross profit
    
    
    215,195
    
    
    
    195,004Other costs and expenses:Operating and administrative
    
    
    182,130
    
    
    
    157,994Investigation and restatement costs
    
    
    3,670
    
    
    
    Store closing costs
    
    
    182
    
    
    
    344Operating profit
    
    
    29,213
    
    
    
    36,666Interest expense
    
    
    10,321
    
    
    
    8,726Income before income taxes and cumulative effect of
change in accounting principle
    
    
    18,892
    
    
    
    27,940Income tax expense
    
    
    7,735
    
    
    
    10,958Income before cumulative effect of change in accounting principle
    
    
    11,157
    
    
    
    16,982Cumulative effect of change in accounting principle, net of tax
    
    
    966
    
    
    
    Net income
    
    $
    10,191
    
    
    $
    16,982Basic earnings per share:Income before cumulative effect of change in accounting principle
    
    $
    0.25
    
    
    $
    0.38Cumulative effect of change in accounting principle
    
    
    0.02
    
    
    
    Net income per share
    
    $
    0.23
    
    
    $
    0.38Shares used in computing basic per share amounts
    
    
    43,844
    
    
    
    45,130Diluted earnings per share:Income before cumulative effect of change in accounting principle
    
    $
    0.25
    
    
    $
    0.37Cumulative effect of change in accounting principle
    
    
    0.02
    
    
    
    Net income per share
    
    $
    0.23
    
    
    $
    0.37Shares used in computing diluted per share amounts
    
    
    44,218
    
    
    
    45,494
  5




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CSK AUTO CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
   Common Stock
    
    AdditionalPaid-in
    
    Deferred
    
    Accumulated
    
    TotalShares
    
    Amount
    
    Capital
    
    Compensation
    
    Deficit
    
    EquityBalances at January 29, 2006
    
    
    43,830,322
    
    
    $
    438
    
    
    $
    426,560
    
    
    $
    (1,735
    )
    
    $
    (269,106
    )
    
    $
    156,157Restricted stock
    
    
    275
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    (2
    )Adoption of SFAS No. 123R (Note 3)
    
    
    
    
    
    
    
    
    
    
    (1,735
    )
    
    
    1,735
    
    
    
    
    
    
    
    Exercise of options
    
    
    19,200
    
    
    
    
    
    
    
    256
    
    
    
    
    
    
    
    
    
    
    
    256Compensation expense, stock-based awards
    
    
    
    
    
    
    
    
    
    
    683
    
    
    
    
    
    
    
    
    
    
    
    683Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,191
    
    
    
    10,191Balances at April 30, 2006
    
    
    43,849,797
    
    
    $
    438
    
    
    $
    425,762
    
    
    $
    
    
    
    $
    (258,915
    )
    
    $
    167,285
  6




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CSK AUTO CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 Thirteen Weeks EndedApril 30,
    
    
    May 1,2006
    
    
    2005(Restated)Cash flows provided by (used in) operating activities:Net income
    
    $
    10,191
    
    
    $
    16,982Adjustments:Depreciation and amortization on property and equipment
    
    
    10,130
    
    
    
    8,273Amortization of other items
    
    
    1,352
    
    
    
    906Amortization of debt discount and deferred financing costs
    
    
    1,716
    
    
    
    453Stock-based compensation expense
    
    
    1,676
    
    
    
    106Tax benefit relating to exercise of stock options
    
    
    
    
    
    
    86Write downs on disposal of property, equipment and other assets
    
    
    492
    
    
    
    515Deferred income taxes
    
    
    6,954
    
    
    
    10,181Changes in operating assets and liabilities:Receivables
    
    
    (2,934
    )
    
    
    (12,210
    )Inventories
    
    
    (411
    )
    
    
    (39,240
    )Prepaid expenses and other current assets
    
    
    (1,006
    )
    
    
    10,571Accounts payable
    
    
    18,590
    
    
    
    46,795Accrued payroll, accrued expenses, and other current liabilities
    
    
    (3,236
    )
    
    
    6,896Other operating activities
    
    
    (405
    )
    
    
    (511
    )Net cash provided by operating activities
    
    
    43,109
    
    
    
    49,803Cash flows used in investing activities:Capital expenditures
    
    
    (7,336
    )
    
    
    (6,378
    )Business acquisition
    
    
    (1,623
    )
    
    
    Other investing activities
    
    
    (459
    )
    
    
    (320
    )Net cash used in investing activities
    
    
    (9,418
    )
    
    
    (6,698
    )Cash flows provided by (used in) financing activities:Borrowings under senior credit facility  line of credit
    
    
    32,900
    
    
    
    Payments under senior credit facility  line of credit
    
    
    (24,900
    )
    
    
    Payment of debt issuance costs
    
    
    (385
    )
    
    
    Payments on capital lease obligations
    
    
    (2,645
    )
    
    
    (3,021
    )Proceeds from seller financing arrangements
    
    
    
    
    
    
    905Payments on seller financing arrangements
    
    
    (115
    )
    
    
    (78
    )Proceeds from exercise of stock options
    
    
    256
    
    
    
    308Other financing activities
    
    
    (72
    )
    
    
    (66
    )Net cash provided by (used in) financing activities
    
    
    5,039
    
    
    
    (1,952
    )Net increase in cash
    
    
    38,730
    
    
    
    41,153Cash and cash equivalents, beginning of period
    
    
    17,964
    
    
    
    56,229Cash and cash equivalents, end of period
    
    $
    56,694
    
    
    $
    97,382
  7




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CSK AUTO CORPORATION AND SUBSIDIARIES
 
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
    Note 1  Basis of Presentation
  Use of Estimates
   Note 2  Audit Committee Investigation and Restatement of Consolidated Financial Statements
 Overview
   8




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CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
    Thirteen Weeks EndedMay 1, 2005Net income, as previously reported
    
    $
    8,045Increase in net sales
    
    
    8,075Increase in cost of sales
    
    
    (1,818
    )Increase in vendor allowance recognition
    
    
    8,764Other adjustments
    
    
    (140
    )Increase in interest expense
    
    
    (156
    )Total restatement adjustments
    
    
    14,725Increase in income tax provision
    
    
    5,788Impact of restatement items, net of taxes
    
    
    8,937Net income, as restated
    
    $
    16,982Earnings per share:Basic, as previously reported
    
    $
    0.18Impact of restatement items, net of taxes
    
    
    0.20Basic, as restated
    
    $
    0.38Diluted, as previously reported
    
    $
    0.18Impact of restatement items, net of taxes
    
    
    0.19Diluted, as restated
    
    $
    0.37
 Net sales restatement adjustments
  9




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CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
     Thirteen Weeks EndedMay 1, 2005Net sales adjustmentsCore returns from customers
    
    $
    8,433Rebates to customers
    
    
    (342
    )Allowance for sales returns
    
    
    (16
    )Increase in net sales
    
    $
    8,075Cost of sales related to net sales adjustmentsCore returns from customers
    
    $
    (8,433
    )Rebates to customers
    
    
    342Allowance for sales returns
    
    
    (148
    )Increase in cost of sales related to net sales adjustments
    
    
    (8,239
    )Other cost of sales adjustmentsShrink adjustments
    
    
    (466
    )In-transit inventory
    
    
    407General ledger adjustments
    
    
    2,026Warranty cost adjustments
    
    
    2,287Overhead cost capitalization
    
    
    619Other
    
    
    1,548Other cost of sales adjustments
    
    
    6,421Increase in cost of sales
    
    $
    (1,818
    )
 Inventory and cost of sales restatement adjustments
  10




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CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
  Vendor allowance restatement adjustments
  Other restatement adjustments
  11




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CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Thirteen Weeks EndedMay 1, 2005Decrease in operating lease expense
    
    $
    1,130Increase in depreciation expense
    
    
    (548
    )Decrease in store fixtures and supplies
    
    
    57Increase in employee compensation and benefits
    
    
    (426
    )Other
    
    
    (353
    )Increase in operating and administrative expense
    
    $
    (140
    )Increase in
capital lease interest expense
    
    $
    (224
    )Decrease in other interest expense
    
    
    68Increase in interest expense
    
    $
    (156
    )
  
    
    Consolidated Statement of Operations for the thirteen weeks ended May 1, 2005; and
    
    Consolidated Statement of Cash Flows for the thirteen weeks ended May 1, 2005.
 12




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CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 
 CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THIRTEEN WEEKS ENDED MAY 1, 2005
 Net Sales,As Previously
    
    
    Inventory and
    
    
    Vendor
    
    
    
    
    
    
    AsReported
    
    
    Cost of Sales
    
    
    Allowances
    
    
    Other
    
    
    RestatedNet sales
    
    $
    397,201
    
    
    $
    8,075
    
    
    $
    
    
    
    $
    
    
    
    $
    405,276Cost of sales
    
    
    217,218
    
    
    
    1,818
    
    
    
    (8,764
    )
    
    
    
    
    
    
    210,272Gross profit
    
    
    179,983
    
    
    
    6,257
    
    
    
    8,764
    
    
    
    
    
    
    
    195,004Operating and
administrative
    
    
    157,883
    
    
    
    817*
    
    
    
    
    
    
    
    (706
    )*
    
    
    157,994Store closing costs
    
    
    315
    
    
    
    
    
    
    
    
    
    
    
    29
    *
    
    
    344Operating profit
    
    
    21,785
    
    
    
    5,440
    
    
    
    8,764
    
    
    
    677
    
    
    
    36,666Interest expense
    
    
    8,570
    
    
    
    
    
    
    
    
    
    
    
    156
    
    
    
    8,726Income before income taxes
    
    
    13,215
    
    
    
    5,440
    
    
    
    8,764
    
    
    
    521
    
    
    
    27,940Income tax expense
    
    
    5,170
    
    
    
    2,138
    
    
    
    3,444
    
    
    
    206
    
    
    
    10,958Net income
    
    $
    8,045
    
    
    $
    3,302
    
    
    $
    5,320
    
    
    $
    315
    
    
    $
    16,982Basic earnings per share:Net income per share
    
    $
    0.18
    
    
    $
    0.07
    
    
    $
    0.12
    
    
    $
    0.01
    
    
    $
    0.38Shares used in computing
per share amounts
    
    
    45,130
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,130Diluted earnings per share:Net income per share
    
    $
    0.18
    
    
    $
    0.07
    
    
    $
    0.11
    
    
    $
    0.01
    
    
    $
    0.37Shares used in computing
per share amounts
    
    
    45,494
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,494
  13




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CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 STATEMENT OF CASH FLOWS
FOR THE THIRTEEN WEEKS ENDED MAY 1, 2005
 Net Sales,As Previously
    
    Inventory and
    
    Vendor
    
    
    
    
    
    AsReported
    
    Cost of Sales
    
    Allowances
    
    Other
    
    RestatedCash flows provided by (used in) operating activities:Net income
    
    $
    8,045
    
    
    $
    3,302
    
    
    $
    5,320
    
    
    $
    315
    
    
    $
    16,982Adjustments:Depreciation and amortization of property and equipment
    
    
    7,725
    
    
    
    
    
    
    
    
    
    
    
    548
    
    
    
    8,273Amortization of other items
    
    
    899
    
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    906Amortization of deferred financing costs
    
    
    453
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    453Stock-based compensation expense
    
    
    106
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    106Tax benefit relating to exercise of stock options
    
    
    86
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86Write downs on disposal of property, equipment
and other assets
    
    
    365
    
    
    
    
    
    
    
    
    
    
    
    150
    
    
    
    515Deferred income taxes
    
    
    4,393
    
    
    
    2,138
    
    
    
    3,444
    
    
    
    206
    
    
    
    10,181Changes in operating assets and liabilities:Receivables
    
    
    (2,186
    )
    
    
    2,219
    
    
    
    (12,272
    )
    
    
    29
    
    
    
    (12,210
    )Inventories
    
    
    (28,427
    )
    
    
    (14,096
    )
    
    
    3,283
    
    
    
    
    
    
    
    (39,240
    )Prepaid expenses and other current assets
    
    
    4,273
    
    
    
    6,397
    
    
    
    
    
    
    
    (99
    )
    
    
    10,571Accounts payable
    
    
    45,739
    
    
    
    916
    
    
    
    225
    
    
    
    (85
    )
    
    
    46,795Accrued
payroll, accrued expenses and other current liabilities
    
    
    6,829
    
    
    
    44
    
    
    
    
    
    
    
    23
    
    
    
    6,896Other operating activities
    
    
    501
    
    
    
    (920
    )
    
    
    
    
    
    
    (92
    )
    
    
    (511
    )Net cash provided by operating activities
    
    
    48,801
    
    
    
    
    
    
    
    
    
    
    
    1,002
    
    
    
    49,803Cash flows used in investing activities:Capital expenditures
    
    
    (6,384
    )
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    (6,378
    )Other investing activities
    
    
    (320
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (320
    )Net cash used in investing activities:
    
    
    (6,704
    )
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    (6,698
    )Cash flows provided by (used in) financing activities:Payments on capital lease obligations
    
    
    (2,010
    )
    
    
    
    
    
    
    
    
    
    
    (1,011
    )
    
    
    (3,021
    )Proceeds from seller financing arrangements
    
    
    905
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    905Payments on seller financing arrangements
    
    
    (78
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (78
    )Proceeds from exercise of stock options
    
    
    308
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    308Other financing activities
    
    
    (66
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (66
    )Net cash used in financing activities:
    
    
    (941
    )
    
    
    
    
    
    
    
    
    
    
    (1,011
    )
    
    
    (1,952
    )Net increase (decrease) in cash
    
    
    41,156
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    41,153Cash and cash equivalents, beginning of period
    
    
    56,548
    
    
    
    
    
    
    
    
    
    
    
    (319
    )
    
    
    56,229Cash and cash equivalents, end of period
    
    $
    97,704
    
    
    $
    
    
    
    $
    
    
    
    $
    (322
    )
    
    $
    97,382
 14




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##### Table of Contents



CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Note 3  Accounting Change for Share-Based Compensation
 Share-Based Payment Accounting for Stock Issued to Employees
  2004 Stock and Incentive Plan
    Stock Options
   15




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##### Table of Contents



CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Accounting for Stock-Based
Compensation
 Options ExercisableWeighted
    
    
    Weighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    Average
    
    
    Aggregate
    
    
    
    
    
    
    Average
    
    
    AggregateNumber of
    
    
    Grant
    
    
    Fair
    
    
    Intrinsic
    
    
    Options
    
    
    Exercisable
    
    
    IntrinsicShares
    
    
    Price
    
    
    Value
    
    
    Value
    
    
    Exercisable
    
    
    Price
    
    
    ValueBalance at January 29, 2006
    
    
    3,207,409
    
    
    $
    14.31Granted at market price
    
    
    
    
    
    $
    
    
    
    $
    Exercised
    
    
    (19,200
    )
    
    $
    11.71Cancelled
    
    
    (162,803
    )
    
    $
    25.56Balance at April 30, 2006
    
    
    3,025,406
    
    
    $
    13.75
    
    
    
    
    
    
    $
    2,062,000
    
    
    
    2,243,640
    
    
    $
    13.80
    
    
    $
    2,058,000
   Thirteen Weeks EndedApril 30,
    
    May 1,2006
    
    2005Cash received
    
    $
    256
    
    
    $
    308Tax benefits
    
    $
    
    
    
    $
    86
  Restricted Stock
  16




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##### Table of Contents



CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 WeightedAverage
    
    
    AggregateNumber of
    
    
    Grant
    
    
    IntrinsicShares
    
    
    Price
    
    
    ValueNon-vested at January 29, 2006
    
    
    137,779
    
    
    $
    14.72Granted
    
    
    
    
    
    $
    Released
    
    
    
    
    
    $
    Cancelled
    
    
    (7,255
    )
    
    $
    14.27Non-vested at April 30, 2006
    
    
    130,524
    
    
    $
    14.75
    
    
    $
    1,947,000
 Long-Term Incentive Plan
  Accounting for Stock Appreciation Rights and Other
Variable Stock Option or Award Plans
   Pro Forma Information
  17




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##### Table of Contents



CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
  Thirteen Weeks EndedMay 1, 2005(Restated)Net income  as reported
    
    $
    16,982Add: Stock-based employee compensation expense
included in reported net income, net of related income taxes
    
    
    68Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards,
net of related income taxes
    
    
    (498
    )Net income  pro forma
    
    $
    16,552Earnings per share  basic:As reported
    
    $
    0.38Pro forma
    
    
    0.37Earnings per share  diluted:As reported
    
    $
    0.37Pro forma
    
    
    0.36As reported shares:Basic
    
    
    45,130Diluted
    
    
    45,494Pro forma shares used in calculation:Basic
    
    
    45,130Diluted
    
    
    45,513
  Thirteen WeeksEndedMay 1,2005Dividend yield
    
    
    0
    %Risk free interest rate
    
    
    3.98
    %Expected life of options
    
    
    6Expected volatility
    
    
    33.36
    %
 Dividend Yield
 Risk-Free Interest Rate
 Expected Life Share Based Payment
 Expected Volatility
 Transition Election
Related to Accounting for the Tax Effects of Share-Based Payment Awards
 18




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##### Table of Contents



CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
  Note 4  Recent Accounting Pronouncements
 Accounting for Certain Hybrid Financial
Instrumentsan amendment of FASB Statements No. 133 and 140 Accounting for Derivative
Instruments and Hedging Activities Application of Statement 133
to Beneficial Interests in Securitized Financial Assets Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilitiesa Replacement of FASB Statement
No. 125
 Accounting for Servicing of Financial Assets  an
amendment of FASB Statement No. 140 Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities
 Note 5  Business Acquisition
  Business
Combinations
  Cash and cash equivalents
    
    $
    480Receivables
    
    
    2,963Inventories
    
    
    51,363Deferred income taxes
    
    
    3,628Prepaids and other assets
    
    
    2,87261,306Property and equipment
    
    
    20,041Trade name and trademarks
    
    
    49,400Customer relationships
    
    
    370Leasehold interests
    
    
    9,324Goodwill
    
    
    104,541Other long-term assets
    
    
    65
 19




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##### Table of Contents



CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Total assets acquired
    
    
    245,047Accounts payable and accrued liabilities
    
    
    36,494Unfavorable leasehold interests
    
    
    7,482Deferred income taxes
    
    
    19,320Other liabilities
    
    
    804Total liabilities assumed
    
    
    64,100Fair value of net assets acquired
    
    $
    180,947
  Note 6  Inventories
  
    
    We reduce the FIFO carrying value of our inventory for estimated loss due to shrinkage
since the most recent physical inventory. Our store shrinkage estimates are determined by
dividing the shrinkage loss based on the most recent physical inventory by the sales for that
store since its previous physical inventory. That percentage is multiplied by sales since the
last physical inventory through period end. Our shrinkage expense for the thirteen weeks
ended April 30, 2006 and May 1, 2005 was approximately $8.1 million and $6.9 million,
respectively. While the shrinkage accrual is based on recent experience, there is a risk that
actual losses may be higher or lower than expected.
    
    In certain instances, we retain the right to return obsolete and excess merchandise
inventory to our vendors. In situations where we do not have a right to return, we record an
allowance representing an estimated loss for the difference between the cost of any obsolete
or excess inventory and the estimated retail selling price. Inventory levels and margins
earned on all products are monitored monthly. Quarterly, we make an assessment if we expect
to sell any significant amount of inventory below cost and, if so, estimate the amount of
allowance to record.
  April 30,
    
    
    January 29,2006
    
    
    2006FIFO Cost
    
    $
    569,215
    
    
    $
    559,359Administrative and overhead costs
    
    
    27,821
    
    
    
    31,679Vendor allowances
    
    
    (72,393
    )
    
    
    (67,959
    )Shrinkage
    
    
    (15,445
    )
    
    
    (12,488
    )Obsolescence
    
    
    (1,228
    )
    
    
    (2,084
    )Net inventory
    
    $
    507,970
    
    
    $
    508,507
 20




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##### Table of Contents



CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Note 7  Property and Equipment
  April 30,
    
    
    January 29,2006
    
    
    2006
    
    
    Estimated Useful lifeLand
    
    $
    348
    
    
    $
    348Buildings
    
    
    14,626
    
    
    
    14,198
    
    
    15 - 25 yearsLeasehold improvements
    
    
    148,472
    
    
    
    146,690
    
    
    Shorter of lease term or useful lifeFurniture, fixtures and equipment
    
    
    166,533
    
    
    
    164,745
    
    
    3 - 10 yearsProperty under capital leases
    
    
    94,825
    
    
    
    94,220
    
    
    5 - 15 years or life of leasePurchased software
    
    
    9,626
    
    
    
    9,141
    
    
    5 years434,430
    
    
    
    429,342Less: accumulated depreciation and
amortization
    
    
    (261,491
    )
    
    
    (255,230
    )Property and equipment, net
    
    $
    172,939
    
    
    $
    174,112
   Note 8  Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets
   21




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##### Table of Contents



Carrying
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    CarryingValue as of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value as ofJanuary 29, 2006
    
    
    Additions
    
    
    Amortization
    
    
    Adjustments
    
    
    April 30, 2006Amortized intangible assets:Leasehold interests
    
    $
    28,556
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    28,556Accumulated amortization
    
    
    (10,111
    )
    
    
    
    
    
    
    (335
    )
    
    
    
    
    
    
    (10,446
    )18,445
    
    
    
    
    
    
    
    (335
    )
    
    
    
    
    
    
    18,110License agreement
    
    
    4,417
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,417Accumulated amortization
    
    
    (631
    )
    
    
    
    
    
    
    (158
    )
    
    
    
    
    
    
    (789
    )3,786
    
    
    
    
    
    
    
    (158
    )
    
    
    
    
    
    
    3,628Tradenames and trademarks
    
    
    49,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,400Accumulated amortization
    
    
    (190
    )
    
    
    
    
    
    
    (412
    )
    
    
    
    
    
    
    (602
    )49,210
    
    
    
    
    
    
    
    (412
    )
    
    
    
    
    
    
    48,798Customer relationships
    
    
    370
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    370Accumulated amortization
    
    
    (4
    )
    
    
    
    
    
    
    (9
    )
    
    
    
    
    
    
    (13
    )366
    
    
    
    
    
    
    
    (9
    )
    
    
    
    
    
    
    357Amortized intangibles, net
    
    
    71,807
    
    
    
    
    
    
    
    (914
    )
    
    
    
    
    
    
    70,893Unamortized intangible assets:Goodwill
    
    
    223,507
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    223,507Total intangible assets, net
    
    $
    295,314
    
    
    $
    
    
    
    $
    (914
    )
    
    $
    
    
    
    $
    294,400
  Fiscal 2007
    
    $
    4,204Fiscal 2008
    
    
    4,127Fiscal 2009
    
    
    4,050Fiscal 2010
    
    
    3,993Fiscal 2011
    
    
    3,947$
    20,321
 Note 9  Store Closing Costs
  Accounting for
Costs Associated with Exit or Disposal Activities.
 22




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##### Table of Contents



CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
     Thirteen Weeks EndedApril 30,
    
    
    May 1,2006
    
    
    2005(Restated)Balance, beginning of year
    
    $
    7,033
    
    
    $
    7,774Store closing costs:Provision for store closing costs
    
    
    
    
    
    
    62Other revisions in estimates
    
    
    (149
    )
    
    
    37Accretion
    
    
    76
    
    
    
    105Operating expenses and other
    
    
    255
    
    
    
    140Total store closing costs
    
    
    182
    
    
    
    344Payments:Rent expense, net of sublease recoveries
    
    
    (651
    )
    
    
    (589
    )Occupancy and other expenses
    
    
    (152
    )
    
    
    (199
    )Sublease commissions and buyouts
    
    
    (52
    )
    
    
    Total payments
    
    
    (855
    )
    
    
    (788
    )Ending balance
    
    $
    6,360
    
    
    $
    7,330
  Note 10  Long-Term Debt
 Overview
  23




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##### Table of Contents



CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
  April 30,
    
    
    January 29,2006
    
    
    2006Senior credit facility
    
    $
    102,000
    
    
    $
    94,0007% senior subordinated notes, carrying balance decreased by
$9.6 million and $6.7 million, respectively, relating to SFAS
No. 133 hedge accounting adjustment
    
    
    215,373
    
    
    
    218,2793.375% senior exchangeable notes
    
    
    125,000
    
    
    
    125,0004.625% senior exchangeable notes
    
    
    100,000
    
    
    
    100,000Seller financing arrangements
    
    
    13,023
    
    
    
    12,709Total debt
    
    
    555,396
    
    
    
    549,988Less: Senior credit facility (1)
    
    
    41,500
    
    
    
    42,000Current maturities of seller financing arrangements
    
    
    497
    
    
    
    465Total debt (non-current)
    
    $
    513,399
    
    
    $
    507,523
  Fiscal 2005 Financing Transactions
 3 8 3 8 3 8 5 8 5 8 3 8 5 8
 Senior Credit Facility  Revolving Line of Credit
   24




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##### Table of Contents



CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 7% Notes
    33/8%
Notes and 45/8% Notes
 3 8 5 8
 Terms



33/8% Notes
    

45/8% NotesInterest Rate
    
    3.375% per year until
August 15, 2010; 3.125%
thereafter
    

4.625% per year until
December 15, 2010; 4.375%
thereafterExchange Rate
    
    43.3125 shares per
$1,000 principal
(equivalent to an
initial exchange price
of approximately $23.09
per share)
    
    49.8473 shares per $1,000
principal (equivalent to
an initial exchange price
of approximately $20.06
per share)Maximum CSK shares exchangeable,
subject to adjustment in certain
circumstances
    
    5,414,063 common shares
    
    4,984,730 common sharesMaturity date
    
    August 15, 2025
    
    December 15, 2025Guaranteed by
    
    CSK Auto Corporation
and all of Autos
present and future
domestic subsidiaries,
jointly and severally,
on a senior basis
    
    CSK Auto Corporation and
all of Autos present and
future domestic
subsidiaries, jointly and
severally, on a senior
basisDates that the noteholders may
require Auto to repurchase some or
all for cash at a repurchase price
equal to 100% of the principal
amount of the notes being
repurchased, plus any accrued and
unpaid interest
    
    August 15, 2010, August
15, 2015, and August
15, 2020 or following a
fundamental change as
described in the
indenture
    
    December 15, 2010,
December 15, 2015, and
December 15, 2020 or
following a fundamental
change as described in
the indentureIssuance costs being amortized over
a 5-year period, corresponding to
the first date the noteholders could
require repayment
    
    $4.8 million
    
    $3.7 millionAuto will not be able to redeem notes
    
    Prior to August 15, 2010
    
    Prior to December 15, 2010Auto may redeem
for cash some or all
of the notes
    
    On or after August
15, 2010, upon at
least 35 calendar
days notice
    
    On or after December
15, 2010, upon at
least 35 calendar
days noticeRedemption price
    
    Equal to 100% of the
principal amount plus
any accrued and
unpaid interest and
additional interest,
if any, to, but not
including, the
redemption date
    
    Equal to 100% of the
principal amount plus
any accrued and
unpaid interest and
additional interest,
if any, to, but not
including, the
redemption date
 25




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##### Table of Contents



CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  
    
    During any fiscal quarter (and only during that fiscal quarter) commencing after January
29, 2006, if the last reported sale price of our common stock is greater than or equal to
130% of the exchange price for at least 20 trading days in the period of 30 consecutive
trading days ending on the last trading day of the preceding fiscal quarter;
    
    If the Senior Notes have been called for redemption by Auto; or
    
    Upon the occurrence of specified corporate transactions, such as a change in control, as
described in the indenture under which the Senior Notes were issued.
  3 8 3 8 3 8 3 8 Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Companys Own Stock
 3 8 3 8 3 8 5 8
 3 8 5 8 5 8
 26




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##### Table of Contents



CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 3 8
 Seller Financing Arrangements
 The
Effect of Lessee Involvement in Asset Construction.
 Debt Covenants
   Note 11  Earnings per Share
  Thirteen Weeks EndedApril 30,
    
    
    May 1,2006
    
    
    2005(Restated)Numerator for basic and diluted earnings per share:Net Income
    
    $
    10,191
    
    
    $
    16,982Denominator for basic earnings per share:Weighted average shares outstanding (basic)
    
    
    43,844
    
    
    
    45,130Denominator for diluted earnings per share:Weighted average shares outstanding (basic)
    
    
    43,844
    
    
    
    45,130Effect of dilutive securities
    
    
    374
    
    
    
    364Weighted average shares outstanding (diluted)
    
    
    44,218
    
    
    
    45,494Shares excluded as a result of anti-dilution:Stock options
    
    
    1,212
    
    
    
    385
  27




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##### Table of Contents



CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 12  Legal Matters
 Audit Committee Investigation and Restatement of the Consolidated Financial Statements
 Overview
   
    
    recording of improper accounting entries as directed by certain personnel;
    
    inappropriate override of, or interference with, existing policies, procedures and internal controls;
    
    withholding of information from, and providing of improper explanations and supporting
documentation to, the Companys Audit Committee and Board of Directors, as well as its
internal auditors and independent registered public accountants; and
    
    discouraging employees from raising accounting related concerns and suppressing
accounting related concerns and suppressing accounting related inquiries that were made.
   Background
   28




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##### Table of Contents



CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 of the
Audit Committee-led investigation; that it would be restating historical financial statements;
and that the Companys consolidated financial statements for the prior interim periods and fiscal
years indicated above should no longer be relied upon.
      Securities Class Action Litigation
 Communications Workers of America Plan for Employees Pensions and Death Benefits v.
CSK Auto Corporation, et al. (Communications Workers) Wilfred
Fortier v. CSK Auto Corporation, et al. Communications Workers
 29




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##### Table of Contents



CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Shareholder Derivative Litigation
  SEC Investigation
  Other Litigation
    30




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##### Table of Contents



CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Note 13  Subsequent Events
 3 8 5 8
 1 2 5 8 Debtors Accounting for a Modification (or
Exchange) of Convertible Debt Instruments,
  31




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##### Table of Contents



CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
      3 4 3 4
 32




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##### Table of Contents



CSK AUTO CORPORATION AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 3 4
 33




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion and analysis of financial condition and results of operations should
be read in conjunction with our consolidated historical financial statements and the notes to those
statements that appear elsewhere in this report. Our discussion contains forward-looking statements
based upon current expectations that involve risks and uncertainties, such as our plans,
objectives, expectations and intentions. Actual results and the timing of events could differ
materially from those anticipated in these forward-looking statements as a result of a number of
factors, including those set forth or referenced under Note Concerning Forward Looking
Information above.
  Overview
  
    
    Checker Auto Parts, founded in 1969, with 446 stores in the Southwestern, Rocky Mountain
and Northern Plains states and Hawaii;
    
    Schucks Auto Supply, founded in 1917, with 225 stores in the Pacific Northwest and Alaska;
    
    Kragen Auto Parts, founded in 1947, with 495 stores primarily in California; and
    
    Murrays Discount Auto Stores, founded in 1972, with 117 stores in the Midwest.
   Significant Events
  Audit Committee Investigation and Restatement of the Consolidated Financial Statements
   34




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##### Table of Contents



Fiscal 2005 Financing Transactions
 3 8 3 8 33/8% 5 8 5 8 3 8 5 8
 Fiscal 2006 Refinancing
   Results of Operations
  35




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##### Table of Contents



Thirteen Weeks EndedApril 30,
    
    
    May 1,2006
    
    
    2005(Restated)Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    53.6
    %
    
    
    51.9
    %Gross profit
    
    
    46.4
    %
    
    
    48.1
    %Other costs and expenses:Operating and administrative
    
    
    39.3
    %
    
    
    39.0
    %Investigation and restatement costs
    
    
    0.8
    %
    
    
    0.0
    %Store closing costs
    
    
    0.0
    %
    
    
    0.1
    %Operating profit
    
    
    6.3
    %
    
    
    9.0
    %Interest expense
    
    
    2.2
    %
    
    
    2.1
    %Income before income taxes and cumulative effect of
change in accounting principle
    
    
    4.1
    %
    
    
    6.9
    %Income tax expense
    
    
    1.7
    %
    
    
    2.7
    %Income before cumulative effect of change in accounting principle
    
    
    2.4
    %
    
    
    4.2
    %Cumulative effect of change in accounting principle, net of tax
    
    
    0.2
    %
    
    
    Net income
    
    
    2.2
    %
    
    
    4.2
    %
 Thirteen Weeks Ended April 30, 2006 Compared to Thirteen Weeks Ended May 1, 2005
     36




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##### Table of Contents



Liquidity and Capital Resources
 Overview of Liquidity
  3 8 5 8 3 4
 5 8
  37




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##### Table of Contents



3 4
  Analysis of Cash Flows
       38




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##### Table of Contents



Store Closures
  Accounting for
Costs Associated with Exit or Disposal Activities.
    Thirteen Weeks EndedApril 30,
    
    
    May 1,2006
    
    
    2005(Restated)Balance, beginning of year
    
    $
    7,033
    
    
    $
    7,774Store closing costs:Provision for store closing costs
    
    
    
    
    
    
    62Other revisions in estimates
    
    
    (149
    )
    
    
    37Accretion
    
    
    76
    
    
    
    105Operating expenses and other
    
    
    255
    
    
    
    140Total store closing costs
    
    
    182
    
    
    
    344Payments:Rent expense, net of sublease recoveries
    
    
    (651
    )
    
    
    (589
    )Occupancy and other expenses
    
    
    (152
    )
    
    
    (199
    )Sublease commissions and buyouts
    
    
    (52
    )
    
    
    Total payments
    
    
    (855
    )
    
    
    (788
    )Ending balance
    
    $
    6,360
    
    
    $
    7,330
  39




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##### Table of Contents



Factors Affecting Liquidity and Capital Resources
 Sales Trends
  Inflation
  Debt Covenants
    40




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##### Table of Contents



3 4 3 4 3 4
  Interest Rates
   Critical Accounting Matters
  Recent Accounting Pronouncements
 Accounting for Certain Hybrid Financial
Instrumentsan amendment of FASB Statements No. 133 and 140 Accounting for Derivative
Instruments and Hedging Activities Application of Statement 133
to Beneficial Interests in Securitized Financial Assets Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilitiesa Replacement of FASB Statement
No. 125
 Accounting for Servicing of Financial Assets  an
amendment of FASB Statement No. 140 Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities
 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
  41




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Item 4. Controls and Procedures
   MATERIAL WEAKNESS IN INTERNAL CONTROL OVER FINANCIAL REPORTING
   Control Environment:
  a) Accounting for Inventory
 b) Accounting for Vendor Allowances
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c) Accounting for Certain Accrued Expenses
 d) Accounting for Store Fixtures and Supplies
 Resources, and Policies and Procedures to Ensure Proper and Consistent Application of
GAAP:
 a) Accounting for Leases
 b) Allowance for Sales Returns
 c) Accounting for Certain Accrued Expenses
  PLAN FOR REMEDIATION OF MATERIAL WEAKNESSES
 Remediation Initiatives
  43




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Control Environment:
 General
     Accounting for Inventory
 44




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Accounting for Vendor Allowances
 
    
    The Company has enhanced its review and approval processes to ensure review by
appropriate members of management of critical information necessary to assess vendor
allowance collections and the proper recognition of vendor allowances in the
appropriate periods.
    
    The Company plans to reevaluate and enhance its contract review process, including
training of merchandising, finance and legal staffs, as well as formalizing the
communication process among the three groups, to better provide for timely
identification of potential issues and accurate accounting treatment. The Company also
plans to implement enhanced processes and procedures so that its merchandising, finance
and legal staffs have adequate information to conduct their review and provide
meaningful input and communication during the contract negotiation process to allow for
accurate accounting treatment for both standard and non-standard contracts.
    
    The Company plans to conduct training for its merchandising, finance and legal
staffs relative to vendor arrangements, including contract provisions and construction,
the impact of amendments and side and ancillary agreements and accounting treatment of
related vendor allowances.
    
    The Company has consolidated the oversight and accounting for all vendor allowance
financial transactions under one senior accounting manager to provide for consistent
application with respect to the accounting for vendor allowances.
 Accounting for Certain Accrued Expenses
 Accounting for Store Fixtures and Supplies
 Resources and, Policies and Procedures to Ensure Proper and Consistent Application of
GAAP:
 General
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Accounting for Leases
 Allowance for Sales Returns
 Interim Measures Pending Completion of Remediation Initiatives
  
    
    The fiscal 2006 quarterly reporting processes was extended, allowing the Company to
conduct additional analyses and procedures and make additional adjustments as necessary
to ensure the accuracy of financial reporting through April 30, 2006.
    
    Where the Company identified the existence of a material weakness, the Company has
performed extensive substantive procedures to ensure that affected amounts are fairly
stated for all periods presented in this Quarterly Report.
    
    The Company retained, on an interim basis, numerous experienced accounting
consultants, other than the Companys independent registered public accounting firm,
with relevant accounting experience, skills and knowledge, working under the
supervision and direction of the Companys management, to assist with the 2006
quarterly reporting process.
    
    The Company conducted a detailed and extensive review of account reconciliations,
non-routine transactions and agreements, financial statement classifications,
spreadsheets, and journal entries and related substantiation for accuracy and
conformance with GAAP.
 Control deficiencies not constituting material weaknesses
  Managements conclusions
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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  47




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PART II
 OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 6. Exhibits
  48




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SIGNATURE
  DATED: August 15, 2007
    CSK Auto CorporationBy:
    /s/ Steven L. KorbySteven L. KorbyInterim Chief Financial Officer 49




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EXHIBIT INDEX
 ExhibitNumber
    
    Description3.01
    
    Restated Certificate of Incorporation of the Company, incorporated
herein by reference to Exhibit 3.01 of our Annual Report on Form
10-K, filed on May 4, 1998 (File No. 001-13927).3.02
    
    Certificate of Correction to the Restated Certificate of
Incorporation of the Company, incorporated herein by reference to
Exhibit 3.02 of our Annual Report on Form 10-K, filed on May 4,
1998 (File No. 001-13927).3.03
    
    Certificate of Amendment to the Restated Certificate of
Incorporation of CSK Auto Corporation, incorporated herein by
reference to Exhibit 3.2.1 of our Quarterly Report on Form 10-Q,
filed on September 18, 2002 (File No. 001-13927).3.04
    
    Second Certificate of Amendment of the Restated Certificate of
Incorporation of CSK Auto Corporation, incorporated herein by
reference to Exhibit 3.04 of our Quarterly Report on Form 10-Q,
filed on December 9, 2005 (File No. 001-13927).3.05
    
    Amended and Restated By-laws of the Company, incorporated herein
by reference to Exhibit 3.03 of our Annual Report on Form 10-K,
filed on April 28, 1999 (File No. 001-13927).3.05.1
    
    First Amendment to Amended and Restated By-laws of the Company,
incorporated herein by reference to Exhibit 3.03.1 of our annual
report on Form 10-K, filed on May 1, 2001. (File No 001-13927).3.05.2
    
    Second Amendment to Amended and Restated By-laws of the Company,
incorporated herein by reference to Exhibit 3.03.2 of our
Quarterly Report on Form 10-Q, filed on June 14, 2004 (File No.
001-13927).10.1
    
    Form of First Amendment to Amended and Restated Supplemental
Executive Retirement Plan Agreement, dated as of January 1, 2005,
between CSK Auto, Inc. and Maynard Jenkins, incorporated herein by
reference to Exhibit 10.1 of our Current Report on Form 8-K, filed
on March 3, 2006 (File No. 001-13927).10.2
    
    Form of First Amendment to Severance and Retention Agreements,
between CSK Auto, Inc. and each of its then senior executive
officers (other than Maynard Jenkins), incorporated herein by
reference to Exhibit 10.3 of our Current Report on Form 8-K, filed
on March 3, 2006 (File No. 001-13927).10.3
    
    Form of Amendment to Employment Agreement, by and between CSK
Auto, Inc. and Maynard Jenkins, incorporated herein by reference
to Exhibit 10.2 of our Current Report on Form 8-K, filed on March
3, 2006 (File No. 001-13927).31.01*
    
    Certification by the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.31.02*
    
    Certification by the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.32.01*
    
    Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith. 50