##### Table of Contents









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 May 4,
    2003                                                  
|          
|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
    Incorporation or organization)                               |  | (I.R.S. Employer
    Identification No.)
|                                                                                                
|645 E. Missouri Ave. Suite 400,
    Phoenix, Arizona(Address of principal executive
    offices) |  | 85012(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 reports)


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 þ          No o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Exchange Act
Rule 12b-2).     Yes þ          No o

As of June 13, 2003, CSK Auto Corporation
had 45,173,284 shares of common stock outstanding.



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TABLE OF CONTENTS



|                             |                                                                                               |  |  |  |  |  |  | 
|---------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION
|                             | Item 1. Financial Statements                                                                 
|                             | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                             | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|                             | Item 4. Controls and Procedures                                                              
|PART II OTHER INFORMATION   
|                             | Item 1. Legal Proceedings                                                                    
|                             | Item 2. Changes in Securities and Use of Proceeds                                            
|                             | Item 3. Defaults upon Senior Securities                                                      
|                             | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                             | Item 5. Other Information                                                                    
|                             | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURE                   
|CERTIFICATION               
|EXHIBIT INDEX               
|EX-99.1                     
|EX-99.2                     



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##### Table of Contents



TABLE OF CONTENTS

|                                   |  |                                                                                           |    |      |    | 
|---------------------------------- |  | ----------------------------------------------------------------------------------------- | -- | ---- | -- | 
|                                   |  |                                                                                           |    | Page
|                                   |  |                                                                                           |    |     
|PART I  Financial
    Information
|Item 1.                            |  | Financial Statements (unaudited)                                                          |    |      |    | 
|                                   |  | Consolidated Balance Sheets                                                               |    |      | 2  | 
|                                   |  | Consolidated Statements of Operations                                                     |    |      | 3  | 
|                                   |  | Consolidated Statement of
    Stockholders Equity                                        |    |      | 4  | 
|                                   |  | Consolidated Statements of Cash Flows                                                     |    |      | 5  | 
|                                   |  | Notes to Consolidated Financial
    Statements                                            |    |      | 6  | 
|Item 2.                            |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations |    |      | 12 | 
|Item 3.                            |  | Quantitative and Qualitative Disclosures About
    Market Risk                            |    |      | 18 | 
|Item 4.                            |  | Controls and Procedures                                                                   |    |      | 18 | 
|PART II  Other
    Information   
|Item 1.                            |  | Legal Proceedings                                                                         |    |      | 19 | 
|Item 2.                            |  | Changes in Securities and Use of Proceeds                                                 |    |      | 19 | 
|Item 3.                            |  | Defaults Upon Senior Securities                                                           |    |      | 19 | 
|Item 4.                            |  | Submission of Matters to a Vote of Security
    Holders                                   |    |      | 19 | 
|Item 5.                            |  | Other Information                                                                         |    |      | 19 | 
|Item 6.                            |  | Exhibits and Reports on Form 8-K                                                          |    |      | 19 | 
|Signature                          |  |                                                                                           | 21 |     
|Certifications                     |  |                                                                                           | 22 |     
|Exhibit Index                      |  |                                                                                           | 24 |     

1



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##### Table of Contents






PART I

FINANCIAL INFORMATION






|        |                     
|------- | --------------------
|Item 1. | Financial Statements

CSK AUTO CORPORATION AND
SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)


|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |          |           | 
|--------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | ----------- | --------- | - | ------- | -------- | --------- | 
|                                                                      |                                                                                                                                                                                    | May 4,                                     |         | February 2,
|                                                                      |                                                                                                                                                                                    | 2003                                       |         | 2003       
|                                                                      |                                                                                                                                                                                    |                                            |         |            
|                                                                      |                                                                                                                                                                                    | (Unaudited)                                |         |            
|ASSETS                                                               
|Cash and cash equivalents                                             |                                                                                                                                                                                    | $                                          | 14,868  |             |           | $ | 15,519  |         
|Receivables, net of allowances of $4,645 and
    $2,736, respectively |                                                                                                                                                                                    |                                            | 109,603 |             |           |   | 111,639 |         
|Inventories                                                           |                                                                                                                                                                                    |                                            | 681,290 |             |           |   | 650,783 |         
|Prepaid expenses and other current assets                             |                                                                                                                                                                                    |                                            | 16,028  |             |           |   | 14,871  |         
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|                                                                      |                                                                                                                                                                                    | Total current assets                       |         |             | 821,789   |   |         |          | 792,812   | 
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|Property and equipment, net                                           |                                                                                                                                                                                    |                                            | 128,738 |             |           |   | 130,745 |         
|Leasehold interests, net                                              |                                                                                                                                                                                    |                                            | 13,561  |             |           |   | 14,017  |         
|Goodwill                                                              |                                                                                                                                                                                    |                                            | 127,069 |             |           |   | 127,069 |         
|Other assets, net                                                     |                                                                                                                                                                                    |                                            | 26,669  |             |           |   | 27,379  |         
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|                                                                      |                                                                                                                                                                                    | Total assets                               |         | $           | 1,117,826 |   |         | $        | 1,092,022 | 
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|LIABILITIES AND STOCKHOLDERS
    EQUITY                             
|Accounts payable                                                      |                                                                                                                                                                                    | $                                          | 181,786 |             |           | $ | 164,430 |         
|Accrued payroll and related expenses                                  |                                                                                                                                                                                    |                                            | 41,347  |             |           |   | 41,421  |         
|Accrued expenses and other current liabilities                        |                                                                                                                                                                                    |                                            | 47,705  |             |           |   | 41,602  |         
|Deferred income taxes                                                 |                                                                                                                                                                                    |                                            | 7,689   |             |           |   | 6,006   |         
|Current maturities of capital lease obligations                       |                                                                                                                                                                                    |                                            | 12,411  |             |           |   | 10,604  |         
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|                                                                      |                                                                                                                                                                                    | Total current liabilities                  |         |             | 290,938   |   |         |          | 264,063   | 
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|Long term debt                                                        |                                                                                                                                                                                    |                                            | 480,832 |             |           |   | 492,607 |         
|Obligations under capital leases                                      |                                                                                                                                                                                    |                                            | 22,618  |             |           |   | 21,756  |         
|Deferred income taxes                                                 |                                                                                                                                                                                    |                                            | 6,267   |             |           |   | 3,464   |         
|Other                                                                 |                                                                                                                                                                                    |                                            | 7,458   |             |           |   | 7,950   |         
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|                                                                      |                                                                                                                                                                                    | Total non-current liabilities              |         |             | 517,175   |   |         |          | 525,777   | 
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|Commitments and contingencies                                         |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|                                                                      | Stockholders equity:                                                                                                                                                              |                                            |         |             |           |   |         |          |          
|                                                                      | Common stock, $0.01 par value, 58,000,000 shares
    authorized, 45,149,682 and 45,148,230 shares issued and
    outstanding at May 4, 2003 and February 2, 2003,
    respectively |                                            |         | 452         |           |   |         | 452      |          
|                                                                      | Additional paid-in capital                                                                                                                                                         |                                            |         | 448,287     |           |   |         | 448,279  |          
|                                                                      | Stockholder receivable                                                                                                                                                             |                                            |         | (342        | )         |   |         | (342     | )        
|                                                                      | Accumulated deficit                                                                                                                                                                |                                            |         | (138,684    | )         |   |         | (146,207 | )        
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|                                                                      |                                                                                                                                                                                    | Total stockholders equity                 |         |             | 309,713   |   |         |          | 302,182   | 
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|                                                                      |                                                                                                                                                                                    | Total liabilities and stockholders equity |         | $           | 1,117,826 |   |         | $        | 1,092,022 | 
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         

The accompanying notes are an integral part of
these consolidated financial statements.

2



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CSK AUTO CORPORATION AND
SUBSIDIARIES

CONSOLIDATED STATEMENTS OF
OPERATIONS

(In thousands, except share and per share
data)


|                                           |                              |                      |            |         |      |   |            |         |      | 
|------------------------------------------ | ---------------------------- | -------------------- | ---------- | ------- | ---- | - | ---------- | ------- | ---- | 
|                                           |                              |                     
|                                           |                              | Thirteen Weeks Ended
|                                           |                              |                     
|                                           |                              | May 4,               |            | May 5, 
|                                           |                              | 2003                 |            | 2002   
|                                           |                              |                      |            |        
|                                           |                              |                     
|                                           |                              | (Unaudited)         
|Net sales                                  |                              | $                    | 377,449    |         |      | $ | 375,550    |        
|Cost of sales                              |                              |                      | 202,425    |         |      |   | 210,420    |        
|                                           |                              |                      |            |         |      |   |            |        
|Gross profit                               |                              |                      | 175,024    |         |      |   | 165,130    |        
|Other costs and expenses:                  |                              |                      |            |         |      |   |            |        
|                                           | Operating and administrative |                      |            | 148,723 |      |   |            | 141,638 |     
|                                           | Store closing costs          |                      |            | 93      |      |   |            | 300     |     
|                                           |                              |                      |            |         |      |   |            |        
|Operating profit                           |                              |                      | 26,208     |         |      |   | 23,192     |        
|Interest expense, net                      |                              |                      | 13,936     |         |      |   | 17,718     |        
|                                           |                              |                      |            |         |      |   |            |        
|Income before income taxes                 |                              |                      | 12,272     |         |      |   | 5,474      |        
|Income tax expense                         |                              |                      | 4,749      |         |      |   | 2,094      |        
|                                           |                              |                      |            |         |      |   |            |        
|Net income                                 |                              | $                    | 7,523      |         |      | $ | 3,380      |        
|                                           |                              |                      |            |         |      |   |            |        
|Basic earnings per share:                  |                              |                      |            |         |      |   |            |        
|                                           |                              | Net income           |            | $       | 0.17 |   |            | $       | 0.10 | 
|                                           |                              |                      |            |         |      |   |            |        
|Shares used in computing per share amounts |                              |                      | 45,149,359 |         |      |   | 32,412,923 |        
|                                           |                              |                      |            |         |      |   |            |        
|Diluted earnings per share:                |                              |                      |            |         |      |   |            |        
|                                           |                              | Net income           |            | $       | 0.17 |   |            | $       | 0.10 | 
|                                           |                              |                      |            |         |      |   |            |        
|Shares used in computing per share amounts |                              |                      | 45,188,311 |         |      |   | 32,472,337 |        
|                                           |                              |                      |            |         |      |   |            |        

The accompanying notes are an integral part of
these consolidated financial statements.

3



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CSK AUTO CORPORATION AND
SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS
EQUITY

(In thousands, except share data)


|                                    |  |              |            |            |  |             |     |             |  |         |         |        |  |   |      |   |  |   |          |   |  |   |         | 
|----------------------------------- |  | ------------ | ---------- | ---------- |  | ----------- | --- | ----------- |  | ------- | ------- | ------ |  | - | ---- | - |  | - | -------- | - |  | - | ------- | 
|                                    |  |              |            |            |  |             |     |             |  |        
|                                    |  | Common Stock |            | Additional |  |             |     |             |  |        
|                                    |  |              |            | Paid-in    |  | Stockholder |     | Accumulated |  | Total  
|                                    |  | Shares       |            | Amount     |  | Capital     |     | Receivable  |  | Deficit |         | Equity
|                                    |  |              |            |            |  |             |     |             |  |         |         |       
|Balances at February 2, 2003        |  |              | 45,148,230 |            |  | $           | 452 |             |  | $       | 448,279 |        |  | $ | (342 | ) |  | $ | (146,207 | ) |  | $ | 302,182 | 
|Exercise of options (unaudited)     |  |              | 1,452      |            |  |             |    |             |  |         | 8       |        |  |   |     |   |  |   |         |   |  |   | 8       | 
|Net income (unaudited)              |  |              |           |            |  |             |    |             |  |         |        |        |  |   |     |   |  |   | 7,523    |   |  |   | 7,523   | 
|                                    |  |              |            |            |  |             |     |             |  |         |         |        |  |   |      |   |  |   |          |   |  |   |         | 
|Balances at May 4, 2003 (unaudited) |  |              | 45,149,682 |            |  | $           | 452 |             |  | $       | 448,287 |        |  | $ | (342 | ) |  | $ | (138,684 | ) |  | $ | 309,713 | 
|                                    |  |              |            |            |  |             |     |             |  |         |         |        |  |   |      |   |  |   |          |   |  |   |         | 

The accompanying notes are an integral part of
these consolidated financial statements.

4



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CSK AUTO CORPORATION AND
SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH
FLOWS

(In thousands)


|                                               |                                                                                       |                                                               |                                                                     |         |         |         |        |         |         |         |  
|---------------------------------------------- | ------------------------------------------------------------------------------------- | ------------------------------------------------------------- | ------------------------------------------------------------------- | ------- | ------- | ------- | ------ | ------- | ------- | ------- | -
|                                               |                                                                                       |                                                              
|                                               |                                                                                       | Thirteen Weeks Ended                                         
|                                               |                                                                                       |                                                              
|                                               |                                                                                       | May 4,                                                        |                                                                     | May 5, 
|                                               |                                                                                       | 2003                                                          |                                                                     | 2002   
|                                               |                                                                                       |                                                               |                                                                     |        
|                                               |                                                                                       |                                                              
|                                               |                                                                                       | (Unaudited)                                                  
|Cash flows from operating activities:          |                                                                                       |                                                               |                                                                     |         |         |         |        |        
|                                               | Net income                                                                            |                                                               | $                                                                   | 7,523   |         |         | $      | 3,380   |        
|                                               | Adjustments to reconcile net income to net cash
    provided by operating activities: |                                                               |                                                                     |         |         |         |        |         |        
|                                               |                                                                                       | Depreciation and amortization of property and
    equipment   |                                                                     |         | 7,712   |         |        |         | 8,117   |        
|                                               |                                                                                       | Amortization of other items                                   |                                                                     |         | 926     |         |        |         | 896     |        
|                                               |                                                                                       | Amortization of deferred financing costs                      |                                                                     |         | 1,286   |         |        |         | 1,497   |        
|                                               |                                                                                       | Accretion of discount                                         |                                                                     |         | 226     |         |        |         | 257     |        
|                                               |                                                                                       | Loss on disposals of property, equipment and
    other assets |                                                                     |         | 357     |         |        |         | 111     |        
|                                               |                                                                                       | Deferred income taxes                                         |                                                                     |         | 4,486   |         |        |         | 2,095   |        
|                                               |                                                                                       | Change in operating assets and liabilities                    |                                                                     |         |         |         |        |         |         |        
|                                               |                                                                                       |                                                               | Receivables                                                         |         |         | 2,036   |        |         |         | (7,294  | )
|                                               |                                                                                       |                                                               | Inventories                                                         |         |         | (30,507 | )      |         |         | (24,276 | )
|                                               |                                                                                       |                                                               | Prepaid expenses and other current assets                           |         |         | (1,157  | )      |         |         | 4,305   |  
|                                               |                                                                                       |                                                               | Accounts payable                                                    |         |         | 17,356  |        |         |         | 38,054  |  
|                                               |                                                                                       |                                                               | Accrued payroll, accrued expenses and other
    current liabilities |         |         | 6,029   |        |         |         | 4,563   |  
|                                               |                                                                                       |                                                               | Other operating activities                                          |         |         | (586    | )      |         |         | (943    | )
|                                               |                                                                                       |                                                               |                                                                     |         |         |         |        |        
|                                               |                                                                                       | Net cash provided by operating activities                     |                                                                     |         | 15,687  |         |        |         | 30,762  |        
|                                               |                                                                                       |                                                               |                                                                     |         |         |         |        |        
|Cash flows from investing activities:          |                                                                                       |                                                               |                                                                     |         |         |         |        |        
|                                               | Capital expenditures                                                                  |                                                               |                                                                     | (622    | )       |         |        | (2,103  | )      
|                                               | Proceeds from sale of property and equipment                                          |                                                               |                                                                     | 3       |         |         |        | 1,044   |        
|                                               | Other investing activities                                                            |                                                               |                                                                     | (861    | )       |         |        | (1,116  | )      
|                                               |                                                                                       |                                                               |                                                                     |         |         |         |        |        
|                                               |                                                                                       | Net cash used in investing activities                         |                                                                     |         | (1,480  | )       |        |         | (2,175  | )      
|                                               |                                                                                       |                                                               |                                                                     |         |         |         |        |        
|Cash flows from financing activities:          |                                                                                       |                                                               |                                                                     |         |         |         |        |        
|                                               | Borrowings under Senior Credit Facility                                               |                                                               |                                                                     | 56,000  |         |         |        | 56,000  |        
|                                               | Payments under Senior Credit Facility                                                 |                                                               |                                                                     | (68,000 | )       |         |        | (83,000 | )      
|                                               | Payment of deferred financing costs                                                   |                                                               |                                                                     |        |         |         |        | (387    | )      
|                                               | Payments on capital lease obligations                                                 |                                                               |                                                                     | (2,774  | )       |         |        | (2,653  | )      
|                                               | Recovery of stockholder receivable                                                    |                                                               |                                                                     |        |         |         |        | 257     |        
|                                               | Proceeds from exercise of stock options                                               |                                                               |                                                                     | 8       |         |         |        | 21      |        
|                                               | Other financing activities                                                            |                                                               |                                                                     | (92     | )       |         |        | (24     | )      
|                                               |                                                                                       |                                                               |                                                                     |         |         |         |        |        
|                                               |                                                                                       | Net cash used in financing activities                         |                                                                     |         | (14,858 | )       |        |         | (29,786 | )      
|                                               |                                                                                       |                                                               |                                                                     |         |         |         |        |        
|                                               |                                                                                       | Net decrease in cash and cash equivalents                     |                                                                     |         | (651    | )       |        |         | (1,199  | )      
|Cash and cash equivalents, beginning of period |                                                                                       |                                                               | 15,519                                                              |         |         |         | 16,084 |        
|                                               |                                                                                       |                                                               |                                                                     |         |         |         |        |        
|Cash and cash equivalents, end of period       |                                                                                       | $                                                             | 14,868                                                              |         |         | $       | 14,885 |        
|                                               |                                                                                       |                                                               |                                                                     |         |         |         |        |        

The accompanying notes are an integral part of
these consolidated financial statements.

5



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

Thirteen Weeks Ended May 4,
2003


CSK Auto Corporation is a holding company. At
May 4, 2003, CSK Auto Corporation had no business activity
other than its investment in CSK Auto, Inc. (Auto),
a wholly owned subsidiary. On a consolidated basis, CSK Auto
Corporation and its subsidiaries are referred to herein as the
Company, we, us, or
our.

Auto is a specialty retailer of automotive
aftermarket parts and accessories. At May 4, 2003, we
operated 1,108 stores in 19 states as a fully integrated company
and single business segment under three brand names: Checker
Auto Parts, founded in 1969 and operating in the Southwestern,
Rocky Mountain and Northern Plains states and Hawaii;
Schucks Auto Supply, founded in 1917 and operating in the
Pacific Northwest and Alaska; and Kragen Auto Parts, founded in
1947 and operating primarily in California.

Note 1  Basis of
Presentation

We prepared the unaudited consolidated financial
statements included herein pursuant to the rules and regulations
of the Securities and Exchange Commission (SEC), but
did not include all information and footnotes required by
generally accepted accounting principles. In the opinion of
management, the consolidated financial statements reflect all
adjustments, which are of a normal recurring nature, necessary
for a fair presentation of our financial position and the
results of our operations. The accompanying consolidated
financial statements should be read in conjunction with the
consolidated financial statements and related notes thereto for
the fiscal year ended February 2, 2003, as included in our
Annual Report on Form 10-K filed with the SEC on
May 7, 2003.

Note 2  Change in Accounting
Principle

In March 2003, the Emerging Issues Task Force
(EITF) of the Financial Accounting Standards Board
(FASB) reached consensus on certain matters
discussed in EITF 02-16, Accounting by a Customer
(including a Reseller) for Certain Consideration Received from a
Vendor. Under the EITF, allowances provided by our vendors
are presumed to be a reduction in the costs of purchasing
inventories (to be recognized in inventory and cost of sales),
except for that portion that is a reimbursement for costs
incurred by us to sell the vendors products. In order to
qualify as a reimbursement, the costs must be specific,
identifiable and incremental, and would be recognized as a
reduction to operating and administrative expenses. Under
previous accounting guidance, we accounted for all
non-performance based vendor allowances as a reduction of
inventory cost and allocated performance based vendor allowances
as a reduction of advertising expense or cost of goods sold, as
appropriate, in the period the expense was incurred.

During the first quarter of fiscal 2003, we
adopted the provisions of EITF 02-16. Effective with the
adoption, we implemented a policy of considering all cooperative
advertising arrangements to be a reduction of product costs,
unless we are specifically required to substantiate advertising
costs incurred to the vendor and do so in the normal course of
business. This required us to account for approximately
$3.0 million of vendor allowances as a reduction of
inventory and cost of sales rather than as a reduction to
advertising expense in operating and administrative expenses as
in prior fiscal years. Approximately $0.5 million of this
amount reduced inventory cost under our last-in, first-out
(LIFO) method at May 4, 2003 and reduced
diluted earnings per share by $.01 in the first quarter of 2003.

In the first quarter of fiscal 2002, vendor
allowances totaling approximately $5.8 million were
classified as a reduction to advertising expense (in operating
and administrative expense) rather than as a reduction to cost
of sales as currently required by EITF 02-16. Had the
reclassification required by EITF 02-16 been implemented
during the first quarter of fiscal 2002, gross margin for fiscal
2002 would have been 45.5%, as compared to 46.4% in fiscal 2003,
and operating and administrative expenses as a percent of sales
would have been 39.3%, as compared to 39.4% in fiscal 2003.

6



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CSK AUTO CORPORATION AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The following table adjusts the amounts reported
for cost of sales, gross margin and operating and administrative
expenses from the first quarter of fiscal 2002 to be comparable
with current requirements of EITF 02-16 ($ in thousands):

|                                     |                                                            |                      |         |                         |   |             |         |             |   |   |         |      |   |   |         |      |  
|------------------------------------ | ---------------------------------------------------------- | -------------------- | ------- | ----------------------- | - | ----------- | ------- | ----------- | - | - | ------- | ---- | - | - | ------- | ---- | -
|                                     |                                                            |                      |         |                        
|                                     |                                                            | As Reported          |         | Adjusted for EITF 02-16
|                                     |                                                            | Thirteen Weeks Ended |         | Thirteen Weeks Ended   
|                                     |                                                            |                      |         |                        
|                                     |                                                            | May 4, 2003          |         | May 5, 2002             |   | May 4, 2003 |         | May 5, 2002
|                                     |                                                            |                      |         |                         |   |             |         |            
|Cost of sales                        |                                                            | $                    | 202,425 |                         |   | $           | 210,420 |             |   | $ | 202,425 |      |   | $ | 204,652 |     
|                                     | Cost of sales, percent to sales                            |                      |         | 53.6                    | % |             |         | 56.0        | % |   |         | 53.6 | % |   |         | 54.5 | %
|Gross margin                         |                                                            | $                    | 175,024 |                         |   | $           | 165,130 |             |   | $ | 175,024 |      |   | $ | 170,898 |     
|                                     | Gross margin, percent to sales                             |                      |         | 46.4                    | % |             |         | 44.0        | % |   |         | 46.4 | % |   |         | 45.5 | %
|Operating and administrative expense |                                                            | $                    | 148,723 |                         |   | $           | 141,638 |             |   | $ | 148,723 |      |   | $ | 147,406 |     
|                                     | Operating and administrative expense, percent to
    sales |                      |         | 39.4                    | % |             |         | 37.7        | % |   |         | 39.4 | % |   |         | 39.3 | %

The change in accounting principle had no impact
on cash flow. We do not expect EITF 02-16 to have a material
impact on net income for the remaining quarters of fiscal 2003.

Note 3  Recent Accounting
Pronouncements

In June 2001, the FASB issued Statement of
Financial Accounting Standard (SFAS) No. 143,
Accounting for Asset Retirement Obligations. SFAS
No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs.
This statement applies to all entities that have legal
obligations associated with the retirement of long-lived assets
that result from the acquisition, construction, development or
normal use of the asset. We adopted SFAS No. 143 on
February 3, 2003. The adoption of this standard did not
have an impact on our financial statements.

In April 2002, the FASB issued SFAS No. 145,
Rescission of FASB Statements 4, 44, and 64,
Amendment of FASB Statement 13, and Technical Corrections.
SFAS No. 145 updates, clarifies and simplifies existing
accounting pronouncements and addresses the reporting of debt
extinguishments and accounting for certain lease modifications
that have economic effects that are similar to sale-leaseback
transactions. We adopted SFAS No. 145 on February 3,
2003. During the second quarter of fiscal 2002, we recorded an
extraordinary loss of $3.7 million (net of a
$2.3 million income tax benefit) relating to the early
retirement of debt. SFAS No. 145 will require that this
amount be reclassified to operations.

In January 2003, the FASB issued FASB
Interpretation (FIN) No. 46,
Consolidation of Variable Interest Entities, an
Interpretation of ARB 51. The primary objectives of FIN
No. 46 are to provide guidance on the identification of
entities for which control is achieved through means other than
through voting rights (Variable Interest Entities) and how to
determine when and which business enterprise should consolidate
the Variable Interest Entity (the primary beneficiary). We do
not have any transactions or relationships with unconsolidated
variable interest entities and, therefore, FIN No. 46 does
not impact our financial statements.

In April 2003, the FASB issued SFAS No. 149,
Amendment of Statement 133 on Derivative Instruments
and Hedging Activities which amends SFAS No. 133.
This statement amends and clarifies financial accounting and
reporting for derivative instruments, including certain
derivative instruments embedded in other contracts and for
hedging activities under FASB Statement No. 133,
Accounting for Derivative Instruments and Hedging
Activities. This statement is effective for contracts
entered into or modified after June 30, 2003. We do not
anticipate that the adoption of this statement will have a
significant impact on our financial statements.

7



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

In May 2003, the FASB issued SFAS No. 150,
Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity. The
standard improves the accounting for certain financial
instruments that, under previous guidance, issuers could account
for as equity. The standard requires that those instruments be
classified as liabilities in statements of financial position.
This standard is effective for interim periods beginning after
June 15, 2003. We do not anticipate that the adoption of
this standard will have a significant impact on our financial
statements.

Note 4  Inventories

Inventories are valued at the lower of cost or
market, our costs being determined utilizing the LIFO method.
Our inventory levels have been generally consistent in recent
years and thus, under LIFO, costs of sales reflect the costs of
the most currently purchased inventories. Inventory carrying
values for financial statement purposes, on the other hand,
reflect the costs relating to prices paid in prior years under
the LIFO method. Our costs of acquiring inventories have been
decreasing in recent years as our increased size and cash flows
have enabled us to take advantage of volume discounts and lower
product acquisition costs. Accordingly, it costs us less money
to replace inventory today than the LIFO balances carried for
similar inventory reflected in our financial statements. As a
result of the LIFO method of accounting for inventory and the
ability to obtain product at lower acquisition costs, we
recorded reductions to cost of goods sold of $8.3 million
and $7.3 million for the quarters ending May 4, 2003
and May 5, 2002, respectively.

The replacement cost of inventories approximated
$567.2 million and $545.0 million at May 4, 2003
and February 2, 2003, respectively, as compared to
financial statement carrying values of $681.3 million and
$650.8 million.

While carrying balances are higher than
replacement costs, such carrying balances are not higher than
the net realizable value amount (NRV) we expect to
earn by selling the inventory through our retail stores in the
normal course of business. Under generally accepted accounting
principles, NRV reflects the expected selling price of the
inventories, less expected disposal costs and a normal profit
margin.

We evaluate the difference between carrying
balances and NRV of our inventories at each balance sheet
reporting date. At May 4, 2003, we estimate that the NRV of
our inventories exceeded carrying values and thus no impairment
is indicated. If our evaluation in a future period were to
indicate that carrying values exceed the NRV of the inventories,
the carrying balances of the inventory would be reduced to NRV,
with a corresponding charge to operations.

Note 5  Store Closing
Costs

We provide an allowance for estimated costs and
losses to be incurred in connection with store closures. On an
on-going basis, store locations are reviewed and analyzed based
on several factors including market saturation, store
profitability, and store size and format. In addition, we
analyze sales trends and geographical and competitive factors to
determine the viability and future profitability of our store
locations. If a store location does not meet our required
projections, it is designated for closure. As a result of our
acquisitions over the last several years, we have closed
numerous locations as a result of store overlap with previously
existing store locations.

The allowance for store closing costs is included
in accrued expenses and other long term liabilities in the
accompanying financial statements and primarily consists of
three components: (1) future rents to be paid over the
remaining terms of the lease agreements for the stores (net of
estimated probable sublease recoveries); (2) lease
commissions associated with the anticipated store subleases; and
(3) occupancy expenses associated with the closed store
vacancy periods. Prior to adoption of SFAS No. 146 on
January 1, 2003, such costs were recognized when a store
was specifically identified, costs could be estimated and
closure was planned to be completed within the next twelve
months. No provision was made for employee termination

8



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

costs. For stores to be relocated, such costs
were recognized when an agreement for the new location was
reached with a landlord and site plans met preliminary municipal
approvals. During the period that they remained open for
business, the rent and other operating expenses for the stores
to be closed continued to be reflected in normal operating
expenses.

In July 2002, the FASB issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal
Activities. SFAS No. 146 requires companies to
recognize the present value of costs associated with exit or
disposal activities when they are incurred rather than at the
date of a commitment to an exit or disposal plan. Examples of
costs covered by the standard include lease rental and
termination costs and certain employee severance costs that are
associated with a restructuring, discontinued operation, store
closing, or other exit or disposal activity. SFAS No. 146
is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002, with early
implementation encouraged. We did not incur any new liability
related to a store closure during the first quarter of fiscal
2003.

As of May 4, 2003, we had a total of 206
store locations included in the allowance for store closing
costs. Of this total, 39 locations were vacant, 164
locations were subleased and 3 locations were identified for
closure but remained open. In addition to these stores, we had
58 service centers of which 3 were vacant and 55 were subleased.
Future rents will be incurred through the expiration of the
non-cancelable leases, the longest of which runs through March
2018. As of May 4, 2003, we have 3 stores accrued during
the 2002 fiscal plan year that remained open and were identified
for closure prior to our implementation of SFAS No. 146.

Activity in the provision for store closings and
the related store closing costs for the first quarter of fiscal
2003 is as follows ($ in thousands):

|                           |                                          |                |       |        |        |  
|-------------------------- | ---------------------------------------- | -------------- | ----- | ------ | ------ | -
|Balance, beginning of year |                                          | $              | 4,422 |       
|Expense:                   |                                          |                |       |       
|                           | Revisions in estimates                   |                |       | 93     |       
|Payments:                  |                                          |                |       |       
|                           | Rent expense, net of sublease recoveries |                |       | (1,007 | )     
|                           | Occupancy and other expenses             |                |       | (290   | )     
|                           | Sublease commissions and buyouts         |                |       | (323   | )     
|                           |                                          |                |       |       
|                           |                                          | Total payments |       |        | (1,620 | )
|                           |                                          |                |       |       
|Balance as of May 4, 2003. |                                          | $              | 2,895 |       
|                           |                                          |                |       |       

Note 6  Long Term
Debt

Outstanding debt, excluding capital leases, is
comprised of the following ($ in thousands):

|                                                         |                                                                                                                       |        |         |             |   |   |         |         |  
|-------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | ------ | ------- | ----------- | - | - | ------- | ------- | -
|                                                         |                                                                                                                       | May 4, |         | February 2,
|                                                         |                                                                                                                       | 2003   |         | 2003       
|                                                         |                                                                                                                       |        |         |            
|Senior credit facility  term loan                       |                                                                                                                       | $      | 170,000 |             |   | $ | 170,000 |        
|Senior credit facility  revolving
    credit commitment |                                                                                                                       |        | 20,000  |             |   |   | 32,000  |        
|12% Senior Notes                                         |                                                                                                                       |        | 280,000 |             |   |   | 280,000 |        
|                                                         | Unamortized discount on 12% senior notes                                                                              |        |         | (3,517      | ) |   |         | (3,744  | )
|                                                         | Fair market value adjustment on
    $100.0 million of 12% senior notes (SFAS No. 133 hedge
    accounting adjustment) |        |         | 4,802       |   |   |         | 4,804   |  
|11% Senior Subordinated Notes                            |                                                                                                                       |        | 9,547   |             |   |   | 9,547   |        
|                                                         |                                                                                                                       |        |         |             |   |   |         |        
|                                                         | Total (all non-current)                                                                                               |        | $       | 480,832     |   |   | $       | 492,607 |  
|                                                         |                                                                                                                       |        |         |             |   |   |         |        

9



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

As of May 4, 2003, we were in compliance
with our financial covenants in our debt agreements.

Note 7  Earnings Per
Share

Calculation of the numerator and denominator used
in computing per share amounts is summarized as follows (in
thousands):

|                                                  |                                                   |                                               |   |             |        |  |   |        |        | 
|------------------------------------------------- | ------------------------------------------------- | --------------------------------------------- | - | ----------- | ------ |  | - | ------ | ------ | 
|                                                  |                                                   |                                              
|                                                  |                                                   | Thirteen Weeks Ended                         
|                                                  |                                                   |                                              
|                                                  |                                                   | May 4, 2003                                   |   | May 5, 2002
|                                                  |                                                   |                                               |   |            
|Numerator for basic and diluted EPS:              |                                                   |                                               |   |             |        |  |   |       
|                                                  | Net income                                        |                                               | $ | 7,523       |        |  | $ | 3,380  |       
|                                                  |                                                   |                                               |   |             |        |  |   |       
|Denominator for basic EPS:                        |                                                   |                                               |   |             |        |  |   |       
|                                                  | Weighted average shares outstanding (basic)       |                                               |   | 45,149      |        |  |   | 32,413 |       
|                                                  |                                                   |                                               |   |             |        |  |   |       
|Denominator for diluted EPS:                      |                                                   |                                               |   |             |        |  |   |       
|                                                  | Weighted average shares outstanding (diluted)     |                                               |   | 45,149      |        |  |   | 32,413 |       
|                                                  | Effect of dilutive stock options                  |                                               |   | 39          |        |  |   | 59     |       
|                                                  |                                                   |                                               |   |             |        |  |   |       
|                                                  |                                                   | Weighted average shares outstanding (diluted) |   |             | 45,188 |  |   |        | 32,472 | 
|                                                  |                                                   |                                               |   |             |        |  |   |       
|Shares excluded as a result of
    anti-dilution: |                                                   |                                               |   |             |        |  |   |       
|                                                  | Stock options                                     |                                               |   | 2,969       |        |  |   | 2,583  |       
|                                                  | Conversion of convertible subordinated debentures |                                               |   |            |        |  |   | 5,754  |       
|                                                  |                                                   |                                               |   |             |        |  |   |       
|                                                  |                                                   | Total shares excluded                         |   |             | 2,969  |  |   |        | 8,337  | 
|                                                  |                                                   |                                               |   |             |        |  |   |       

Note 8  Stock Based
Compensation

We have stock-based employee compensation plans
which are described further in Note 12 of the Notes to
Consolidated Financial Statements in our 2002 Annual Report on
Form 10-K filed with the SEC on May 7, 2003. We
account for our stock-based compensation plans under Accounting
Principles Board Opinion 25, (APB 25)
Accounting for Stock Issued to Employees and the
related interpretations, for which no compensation cost is
recorded in the statement of operations for the estimated fair
value of stock options issued with an exercise price equal to
the fair value of the common stock on the date of grant. SFAS
No. 123, Accounting for Stock-based
Compensation, as amended by SFAS No. 148,
Accounting for Stock-Based Compensation 
Transition and Disclosure, requires that companies which
do not elect to account for stock-based compensation as
prescribed by this statement disclose the pro forma effects on
earnings and earnings per share as if SFAS No. 123 had been
adopted.

10



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

If we applied the recognition provisions of SFAS
No. 123 using the Black-Scholes option-pricing model, the
resulting pro forma net income available to common shareholders,
and pro forma net income available to common shareholders per
share would be as follows (in thousands, except per share data):

|                                                                                                                                                   |             |                |       |        |      |   |        |      |      | 
|-------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | -------------- | ----- | ------ | ---- | - | ------ | ---- | ---- | 
|                                                                                                                                                   |             |               
|                                                                                                                                                   |             | Thirteen Weeks
|                                                                                                                                                   |             | Ended         
|                                                                                                                                                   |             |               
|                                                                                                                                                   |             | May 4,         |       | May 5,
|                                                                                                                                                   |             | 2003           |       | 2002  
|                                                                                                                                                   |             |                |       |       
|Net income  as reported                                                                                                                           |             | $              | 7,523 |        |      | $ | 3,380  |     
|Less: Total stock-based employee compensation
    expense determined under fair value based method for all awards,
    net of related income taxes |             |                | (245  | )      |      |   | (2,288 | )   
|                                                                                                                                                   |             |                |       |        |      |   |        |     
|Net income  pro forma                                                                                                                             |             | $              | 7,278 |        |      | $ | 1,092  |     
|                                                                                                                                                   |             |                |       |        |      |   |        |     
|Earnings per share  basic:                                                                                                                        |             |                |       |        |      |   |        |     
|                                                                                                                                                   | As reported |                | $     | 0.17   |      |   | $      | 0.10 |     
|                                                                                                                                                   | Pro forma   |                |       | 0.16   |      |   |        | 0.03 |     
|Earnings per share  diluted:                                                                                                                      |             |                |       |        |      |   |        |     
|                                                                                                                                                   |             | As reported    |       | $      | 0.17 |   |        | $    | 0.10 | 
|                                                                                                                                                   |             | Pro forma      |       |        | 0.16 |   |        |      | 0.03 | 

Note 9  Subsequent
Events

During February 2002, we entered into an interest
rate swap agreement which converted the interest rate payment
obligation on $100 million of our 12% Senior Notes to a
floating rate in order to hedge the fair value of such Notes
against potential movements in market interest rates. On
June 5, 2003, we terminated the swap agreement and received
in consideration thereof, the sum of $6.0 million. This
amount will be amortized as an offset to interest expense
through the maturity date of the 12% Senior Notes (June 15,
2006).

We recently entered into a commitment with
certain parties relative to a proposed syndicated financing
transaction consisting of a new $325.0 million secured bank
facility. This facility would replace our current
$300.0 million credit facility and consists of a
$200.0 million term loan and a $125.0 million
revolving credit facility which, subject to the terms of the new
facility, shall have maturities of June 2009 and June 2008,
respectively (or, subject to certain provisions of such
facility, such earlier dates as therein set forth). Assuming the
proposed refinancing is consummated upon terms and conditions
satisfactory to us, we would expect to pay approximately
$5.0 million in fees to establish the credit facility. At
May 4, 2003 we have $4.0 million of unamortized costs
relating to our current credit facility. Once a determination of
the participating lenders has been made, we will determine the
amount of financing costs to be deferred or expensed consistent
with EITF 96-19, Debtors Accounting for a
Modification or Exchange of Debt Instruments, and
EITF 98-14, Debtors Accounting for Changes in
Line of Credit or Revolving Debt Arrangements. We
anticipate that this transaction will be finalized during the
second quarter of fiscal 2003.

11



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##### Table of Contents






Item 2.Managements
Discussion and Analysis of Financial Condition and Results of
Operations



| |         
| | --------
| | Overview

Our business is somewhat seasonal in nature, with
the highest sales occurring in the months of June through
October (overlapping our second and third fiscal quarters). In
addition, our business is affected by weather conditions. While
unusually severe or inclement weather tends to reduce sales, as
our customers are more likely to defer elective maintenance
during such periods, extremely hot and cold temperatures tend to
increase sales by causing auto parts to fail and sales of
seasonal products to increase.

In March 2003, the Emerging Issues Task Force
(EITF) of the FASB reached consensus on certain
matters discussed in EITF 02-16, Accounting by a
Customer (including a Reseller) for Certain Consideration
Received from a Vendor. Under the EITF, allowances
provided by our vendors are presumed to be a reduction in the
costs of purchasing inventories (to be recognized in inventory
and cost of sales), except for that portion that is a
reimbursement for costs incurred by us to sell the vendors
products. In order to qualify as a reimbursement, the costs must
be specific, identifiable and incremental, and would be
recognized as a reduction to operating and administrative
expenses. Under previous accounting guidance, we accounted for
all non-performance based vendor allowances as a reduction of
inventory cost and allocated performance based vendor allowances
as a reduction of advertising expense or cost of goods sold, as
appropriate, in the period the expense was incurred.

During the first quarter of fiscal 2003, we
adopted the provisions of EITF 02-16. Effective with the
adoption, we implemented a policy of considering all cooperative
advertising arrangements to be a reduction of product costs,
unless we are specifically required to substantiate advertising
costs incurred to the vendor and do so in the normal course of
business. This required us to account for approximately
$3.0 million of vendor allowances as a reduction of
inventory and cost of sales rather than as a reduction to
advertising expense in operating and administrative expenses as
in prior fiscal years. Approximately $0.5 million of this
amount reduced inventory cost under our last-in, first-out
(LIFO) method at May 4, 2003 and reduced
diluted earnings per share by $.01 in the first quarter of 2003.

In the first quarter of fiscal 2002, vendor
allowances totaling approximately $5.8 million were
classified as a reduction to advertising expense (in operating
and administrative expense) rather than as a reduction to cost
of sales as currently required by EITF 02-16. Had the
reclassification required by EITF 02-16 been implemented
during the first quarter of fiscal 2002, gross margin for fiscal
2002 would have been 45.5%, as compared to 46.4% in fiscal 2003,
and operating and administrative expenses as a percent of sales
would have been 39.3%, as compared to 39.4% in fiscal 2003.

The following table adjusts the amounts reported
for cost of sales, gross margin and operating and administrative
expenses from the first quarter of fiscal 2002 to be comparable
with current requirements of EITF 02-16:

|                                     |                                                            |                      |         |                         |   |             |         |             |   |   |         |      |   |   |         |      |  
|------------------------------------ | ---------------------------------------------------------- | -------------------- | ------- | ----------------------- | - | ----------- | ------- | ----------- | - | - | ------- | ---- | - | - | ------- | ---- | -
|                                     |                                                            |                      |         |                        
|                                     |                                                            | As Reported          |         | Adjusted for EITF 02-16
|                                     |                                                            | Thirteen Weeks Ended |         | Thirteen Weeks Ended   
|                                     |                                                            |                      |         |                        
|                                     |                                                            | May 4, 2003          |         | May 5, 2002             |   | May 4, 2003 |         | May 5, 2002
|                                     |                                                            |                      |         |                         |   |             |         |            
|                                     |                                                            |                     
|                                     |                                                            | ($ in thousands)    
|Cost of sales                        |                                                            | $                    | 202,425 |                         |   | $           | 210,420 |             |   | $ | 202,425 |      |   | $ | 204,652 |     
|                                     | Cost of sales, percent to sales                            |                      |         | 53.6                    | % |             |         | 56.0        | % |   |         | 53.6 | % |   |         | 54.5 | %
|Gross margin                         |                                                            | $                    | 175,024 |                         |   | $           | 165,130 |             |   | $ | 175,024 |      |   | $ | 170,898 |     
|                                     | Gross margin, percent to sales                             |                      |         | 46.4                    | % |             |         | 44.0        | % |   |         | 46.4 | % |   |         | 45.5 | %
|Operating and administrative expense |                                                            | $                    | 148,723 |                         |   | $           | 141,638 |             |   | $ | 148,723 |      |   | $ | 147,406 |     
|                                     | Operating and administrative expense, percent to
    sales |                      |         | 39.4                    | % |             |         | 37.7        | % |   |         | 39.4 | % |   |         | 39.3 | %

The change in accounting principle had no impact
on cash flow. We do not expect EITF 02-16 to have a
material impact on net income for the remaining quarters of
fiscal 2003.

12



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##### Table of Contents





| |                      
| | ---------------------
| | Results of Operations

The following table expresses the statements of
operations as a percentage of sales for the periods shown:

|                                 |  |                      |       |        |  |  |       |  
|-------------------------------- |  | -------------------- | ----- | ------ |  |  | ----- | -
|                                 |  |                     
|                                 |  | Thirteen Weeks Ended
|                                 |  |                     
|                                 |  | May 4,               |       | May 5,
|                                 |  | 2003                 |       | 2002  
|                                 |  |                      |       |       
|Net sales                        |  |                      | 100.0 | %      |  |  | 100.0 | %
|Cost of sales                    |  |                      | 53.6  |        |  |  | 56.0  |  
|                                 |  |                      |       |        |  |  |       |  
|Gross profit                     |  |                      | 46.4  |        |  |  | 44.0  |  
|Operating and administrative     |  |                      | 39.4  |        |  |  | 37.7  |  
|Store closing costs              |  |                      | 0.1   |        |  |  | 0.1   |  
|                                 |  |                      |       |        |  |  |       |  
|Operating profit                 |  |                      | 6.9   |        |  |  | 6.2   |  
|Interest expense, net            |  |                      | 3.7   |        |  |  | 4.7   |  
|                                 |  |                      |       |        |  |  |       |  
|Income before income tax expense |  |                      | 3.2   |        |  |  | 1.5   |  
|Income tax expense               |  |                      | 1.2   |        |  |  | 0.6   |  
|                                 |  |                      |       |        |  |  |       |  
|Net income                       |  |                      | 2.0   | %      |  |  | 0.9   | %
|                                 |  |                      |       |        |  |  |       |  

Thirteen Weeks Ended May 4, 2003 Compared
to Thirteen Weeks Ended May 5, 2002

Net sales for the thirteen weeks ended
May 4, 2003 (the first quarter of fiscal 2003)
increased 0.5% to $377.4 million from $375.6 million
for the thirteen weeks ended May 5, 2002 (the first
quarter of fiscal 2002). Same store sales increased 2%.
Sales increased slightly during the first quarter of fiscal 2003
despite a lower total store count as we had 1,108 stores in
operation at May 4, 2003 compared to 1,124 at May 5,
2002. The sales growth is driven by the continued refinement of
our inventory mix, and the addition of performance products,
garage maintenance items and specialty auto related items.

Gross profit was $175.0 million, or 46.4% of
net sales, for the first quarter of fiscal 2003 as compared to
$165.1 million, or 44.0% of net sales, for the first
quarter of fiscal 2002. Gross profit increased during the first
quarter of fiscal 2003 as a result of: (1) an increased
emphasis on reducing inventory acquisition costs and increasing
our ability to take advantage of available vendor allowances;
(2) the reduction of cost of sales resulting from the
implementation of EITF 02-16 as previously discussed; and
(3) an increased emphasis on promotional activities and
promotional pricing during the first quarter of fiscal 2002 to
attract new and existing customers to our stores, resulting in
expectedly lower gross profit levels.

Operating profit for the first quarter of fiscal
2003 totaled $26.2 million, or 6.9% of net sales, compared
to $23.2 million, or 6.2% of net sales, for the first
quarter of fiscal 2002. Operating and administrative expenses
were higher in the first quarter of fiscal 2003 than in the same
quarter of fiscal 2002 reflecting the impact of EITF 02-16
as previously discussed. In addition, operating and
administrative expenses have increased slightly as a result of
higher payroll and related expenses, primarily relating to
workers compensation costs in California.

Interest expense for the first quarter of fiscal
2003 decreased to $13.9 million from $17.7 million in
the first quarter of fiscal 2002 as a result of our focus on
lowering our outstanding debt levels and the current lower
interest rate environment.

Income tax expense for the first quarter of
fiscal 2003 was $4.7 million, compared to $2.1 million
for the comparable period of fiscal 2002. Our effective tax rate
increased slightly to 38.7% from 38.3% in the prior year.

As a result of the above factors, net income
increased to $7.5 million, or $0.17 per diluted common
share, for the first quarter of fiscal 2003, compared to net
income of $3.4 million, or $0.10 per diluted common share,
for the first quarter of fiscal 2002.

13



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##### Table of Contents



Liquidity and Capital Resources



| |                      
| | ---------------------
| | Overview of Liquidity

Our primary cash requirements include working
capital (primarily inventory), interest on our debt and capital
expenditures. We are not required to make any debt amortization
payments prior to December 2004 other than capital lease
payments. We intend to finance our cash requirements with cash
flows from operating activities, borrowings under our senior
credit facility and short-term trade credit relating to extended
payment terms for inventory purchases. The following table
outlines our liquidity:

|                                            |                 |                  |        |                  |  |   |        |        | 
|------------------------------------------- | --------------- | ---------------- | ------ | ---------------- |  | - | ------ | ------ | 
|                                            |                 | May 4, 2003      |        | February 2, 2003
|                                            |                 |                  |        |                 
|                                            |                 |                 
|                                            |                 | ($ in thousands)
|Cash                                        |                 | $                | 14,868 |                  |  | $ | 15,519 |       
|Availability under revolving line of credit |                 |                  | 83,727 |                  |  |   | 54,698 |       
|                                            |                 |                  |        |                  |  |   |        |       
|                                            | Total liquidity |                  | $      | 98,595           |  |   | $      | 70,217 | 
|                                            |                 |                  |        |                  |  |   |        |       

As of May 4, 2003, we had total liquidity
(cash plus availability under our existing revolving credit
facility) of approximately $98.6 million, an increase of
$28.4 million compared to February 2, 2003.
Availability under our revolving credit agreement is limited by
borrowing base calculations to the lesser of $300.0 million
or the sum of certain percentages of our eligible inventory and
accounts receivable. As a result of the limitations imposed by
the borrowing base formula, at May 4, 2003, we could only
borrow up to $293.0 million of the total
$300.0 million facility. Accordingly, we have
$7.0 million of additional borrowing capacity under our
current senior credit facility that has not been included in our
liquidity calculation but that may be, in the future, subject to
the borrowing base calculation.

Analysis of Cash Flows

The following table summarizes our cash flows
from operating activities:

|                                     |                                      |                      |        |             |  |   |        |        | 
|------------------------------------ | ------------------------------------ | -------------------- | ------ | ----------- |  | - | ------ | ------ | 
|                                     |                                      |                     
|                                     |                                      | Thirteen Weeks Ended
|                                     |                                      |                     
|                                     |                                      | May 4, 2003          |        | May 5, 2002
|                                     |                                      |                      |        |            
|                                     |                                      |                     
|                                     |                                      | ($ in thousands)    
|Net income                           |                                      | $                    | 7,523  |             |  | $ | 3,380  |       
|Non-cash expenses and adjustments    |                                      |                      | 14,993 |             |  |   | 12,973 |       
|Changes in working capital and other |                                      |                      | (6,829 | )           |  |   | 14,409 |       
|                                     |                                      |                      |        |             |  |   |        |       
|                                     | Cash flows from operating activities |                      | $      | 15,687      |  |   | $      | 30,762 | 
|                                     |                                      |                      |        |             |  |   |        |       

During the first quarter of fiscal 2003, net cash
provided by operating activities was $15.7 million compared
to $30.8 million of cash provided by operating activities
during the first quarter of fiscal 2002. The most significant
component of the change relates to an increase in cash used to
support working capital requirements. Inventory levels increased
by $30.6 million during the first quarter of fiscal 2003 in
support of our spring selling season and our continued expansion
of our inventory mix, such as performance products, garage
maintenance items and specialty auto related items. Offsetting
the increase in inventory, accounts payable increased only
$17.4 million relating to increased vendor payments as a
result of our improved liquidity and our focus on obtaining
additional vendor allowances.

Net cash used in investing activities totaled
$1.5 million for the first quarter of fiscal 2003, compared
to $2.2 million used during the comparable 2002 period. As
a result of our continued focus on expenditure control, capital
expenditures during the first quarter of fiscal 2003 were
$1.5 million less than in the first quarter of fiscal 2002.
In addition, proceeds from the sale of property and equipment
were $1.0 million less in the first quarter of fiscal 2003
than in the first quarter of fiscal 2002.

Net cash used in financing activities totaled
$14.9 million for fiscal 2003 compared to
$29.8 million in fiscal 2002. This decrease primarily
relates to lower payments on our senior credit facility, where
$12 million in net payments were made during fiscal 2003
compared to $27 million in net payments made during fiscal
2002.

14



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##### Table of Contents



Refinancing

We recently entered into a commitment with
certain parties relative to a proposed syndicated financing
transaction consisting of a new $325.0 million secured bank
facility. This facility would replace our current
$300.0 million credit facility and consists of a
$200.0 million term loan and a $125.0 million
revolving credit facility which, subject to the terms of the new
facility, shall have maturities of June 2009 and June 2008,
respectively (or, subject to certain provisions of such
facility, such earlier dates as therein set forth). Assuming the
proposed refinancing is consummated upon terms and conditions
satisfactory to us, we would expect to pay approximately
$5.0 million in fees to establish the credit facility. At
May 4, 2003, we have $4.0 million of unamortized costs
relating to our current credit facility. Once a determination of
the participating lenders has been made, we will determine the
amount of financing costs to be deferred or expensed consistent
with EITF 96-19, Debtors Accounting for a
Modification or Exchange of Debt Instruments, and
EITF 98-14, Debtors Accounting for Changes in
Line of Credit or Revolving Debt Arrangements. We
anticipate that this transaction will be consummated during the
second quarter of fiscal 2003.

In May 2003, Moodys Investors Service
assigned a Ba3 rating and Standard & Poors
Ratings Services (S&P) assigned a BB- rating to
our proposed new $325.0 million secured bank facilities,
subject to final documentation. At that time, Moodys and
S&P also each affirmed our existing ratings and changed our
rating outlook to positive from stable.

Store Closures

We provide an allowance for estimated costs and
losses to be incurred in connection with store closures. On an
on-going basis, store locations are reviewed and analyzed based
on several factors including market saturation, store
profitability, and store size and format. In addition, we
analyze sales trends and geographical and competitive factors to
determine the viability and future profitability of our store
locations. If a store location does not meet our required
projections, it is designated for closure. As a result of our
acquisitions over the last several years, we have closed
numerous locations as a result of store overlap with previously
existing store locations.

The allowance for store closing costs is included
in accrued expenses and other long term liabilities in the
accompanying financial statements and primarily consists of
three components: (1) future rents to be paid over the
remaining terms of the lease agreements for the stores (net of
estimated probable sublease recoveries); (2) lease
commissions associated with the anticipated store subleases; and
(3) occupancy expenses associated with the closed store
vacancy periods. Prior to adoption of SFAS No. 146 on
January 1, 2003, such costs were recognized when a store
was specifically identified, costs could be estimated and
closure was planned to be completed within the next twelve
months. No provision was made for employee termination costs.
For stores to be relocated, such costs were recognized when an
agreement for the new location was reached with a landlord and
site plans met preliminary municipal approvals. During the
period that they remained open for business, the rent and other
operating expenses for the stores to be closed continued to be
reflected in normal operating expenses.

In July 2002, the FASB issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal
Activities. SFAS No. 146 requires companies to
recognize the present value of costs associated with exit or
disposal activities when they are incurred rather than at the
date of a commitment to an exit or disposal plan. Examples of
costs covered by the standard include lease rental and
termination costs and certain employee severance costs that are
associated with a restructuring, discontinued operation, store
closing, or other exit or disposal activity. SFAS No. 146
is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002, with early
implementation encouraged. We did not incur any new liability
related to a store closure during the first quarter of fiscal
2003.

As of May 4, 2003, we had a total of 206
store locations included in the allowance for store closing
costs. Of this total, 39 locations were vacant,
164 locations were subleased and 3 locations were
identified for closure but remained open. In addition to these
stores, we had 58 service centers of which 3 were vacant and 55
were subleased. Future rents will be incurred through the
expiration of the non-cancelable leases, the longest of which
runs through March 2018. As of May 4, 2003, we have
3 stores accrued during the 2002 fiscal plan year that
remained open and were identified for closure prior to our
implementation of SFAS No. 146.

15



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##### Table of Contents



Activity in the provision for store closings and
the related store closing costs for the first quarter of fiscal
2003 is as follows ($ in thousands):

|                           |                                          |                |       |        |        |  
|-------------------------- | ---------------------------------------- | -------------- | ----- | ------ | ------ | -
|Balance, beginning of year |                                          | $              | 4,422 |       
|Expense:                   |                                          |                |       |       
|                           | Revisions in estimates                   |                |       | 93     |       
|Payments:                  |                                          |                |       |       
|                           | Rent expense, net of sublease recoveries |                |       | (1,007 | )     
|                           | Occupancy and other expenses             |                |       | (290   | )     
|                           | Sublease commissions and buyouts         |                |       | (323   | )     
|                           |                                          |                |       |       
|                           |                                          | Total payments |       |        | (1,620 | )
|                           |                                          |                |       |       
|Balance as of May 4, 2003  |                                          | $              | 2,895 |       
|                           |                                          |                |       |       

Factors Affecting Liquidity and Capital
Resources



| |             
| | ------------
| | Sales Trends

Our same store sales increased 2% during the
first quarter of fiscal 2003. This increase was slightly lower
than we had expected due to the negative impact of the conflict
in Iraq on customer traffic and corresponding reduction in our
sales. Since the end of the conflict, our same store sales have
increased to the mid-single digit range and we expect this trend
to continue for the remainder of fiscal 2003. However, any
unusual weather conditions, competitive pressures, or other
adverse changes to our business or the economy in general could
materially affect our financial position and results of
operations.



| |          
| | ---------
| | Inflation

We do not believe our operations have been
materially affected by inflation. We believe that we will be
able to mitigate the effects of future merchandise cost
increases principally through economies of scale resulting from
increased volumes of purchases, selective forward buying and the
use of alternative suppliers.



| |     
| | ----
| | Debt

Debt is an important part of our overall
capitalization. Although we have significantly reduced our
outstanding debt over recent years, we are still highly
leveraged. The degree to which we are leveraged could have
important consequences on our ability to obtain additional
financing for working capital, capital expenditures,
acquisitions or general corporate purposes. A substantial
portion of our cash flow from operations must be dedicated to
the payment of interest on our indebtedness, thereby reducing
the funds available for other purposes. We are substantially
more leveraged than some of our competitors, which might place
us at a competitive disadvantage to those competitors that have
lower debt service obligations and significantly greater
operating and financial flexibility than we do. We may not be
able to adjust rapidly to changing market conditions and we may
be more vulnerable in the event of a downturn in general
economic conditions or in our business.

Our credit agreement contains negative covenants
and restrictions on actions by us including, without limitation,
restrictions and limitations on indebtedness, liens, guarantees,
mergers, asset dispositions not in the ordinary course of
business, investments, loans, advances and acquisitions, payment
of dividends, transactions with Affiliates (as defined in the
credit agreement), change in business conducted, and certain
prepayments (other than in the ordinary course of business) and
amendments of subordinated indebtedness. Our credit agreement
requires that we meet certain financial covenants, ratios and
tests, including a maximum leverage ratio and a minimum interest
coverage ratio. As of May 4, 2003, we were in compliance
with our covenants and we anticipate meeting all required
covenants under our existing credit facility during the
remainder of fiscal 2003.

16



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##### Table of Contents



A breach of the covenants, ratios, or
restrictions contained in our credit agreement could result in
an event of default thereunder. Upon the occurrence of such an
event of default, the lenders under our credit agreement could
elect to declare all amounts outstanding under the credit
agreement, together with accrued interest, to be immediately due
and payable. If we were unable to repay those amounts, the
lenders could proceed against the collateral granted to them to
secure the indebtedness. If the lenders under the credit
agreement accelerate the payment of the indebtedness, we cannot
be assured that our assets would be sufficient to repay in full
that indebtedness, which is secured by substantially all of our
assets.



| |               
| | --------------
| | Interest Rates

Financial market risks relating to our operations
result primarily from changes in interest rates. Interest earned
on our cash equivalents as well as interest paid on our variable
rate debt is sensitive to changes in interest rates. Our
variable rate debt relates to borrowings under our senior credit
facility, which is primarily vulnerable to movements in the
LIBOR rate.

At May 4, 2003, excluding the interest rate
swap agreement (which was terminated as of June 2003), 37% of
our outstanding debt was at variable interest rates and 63% of
our outstanding debt was at fixed interest rates. With
$190.0 million in variable rate debt outstanding, a 1%
change in the LIBOR rate to which this variable rate debt is
tied would result in a $1.9 million change in our annual
interest expense. This estimate assumes that our debt balance
remains constant for an annual period and the interest rate
change occurs at the beginning of the period.

During February 2002, we entered into an interest
rate swap agreement which converted the interest rate payment
obligation on $100 million of our 12% Senior Notes to a
floating rate in order to hedge the fair value of such Notes
against potential movements in market interest rates. On
June 5, 2003, we terminated the swap and received in
consideration thereof, the sum of $6.0 million. This amount
will be amortized as an offset to interest expense through the
maturity date of the Senior Notes (June 15, 2006).

Critical Accounting Matters

For a discussion of our critical accounting
matters, please refer to our Annual Report on Form 10-K
filed with the Securities and Exchange Commission on May 7,
2003.

Recent Accounting Pronouncements

In June 2001, the FASB issued
SFAS No. 143, Accounting for Asset Retirement
Obligations. SFAS No. 143 addresses financial
accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated
asset retirement costs. This statement applies to all entities
that have legal obligations associated with the retirement of
long-lived assets that result from the acquisition,
construction, development or normal use of the asset. We adopted
SFAS No. 143 on February 3, 2003. This adoption
did not have an impact on our financial statements.

In April 2002, the FASB issued
SFAS No. 145, Rescission of FASB
Statements 4, 44, and 64, Amendment of FASB
Statement 13, and Technical Corrections.
SFAS No. 145 updates, clarifies and simplifies
existing accounting pronouncements and addresses the reporting
of debt extinguishments and accounting for certain lease
modifications that have economic effects that are similar to
sale-leaseback transactions. We adopted SFAS No. 145
on February 3, 2003. During the second quarter of fiscal
2002, we recorded an extraordinary loss of $3.7 million
(net of income tax benefit) relating to the early retirement of
debt. SFAS No. 145 will require that this amount be
reclassified to operations.

In January 2003, the FASB issued FASB
Interpretation (FIN) No. 46,
Consolidation of Variable Interest entities, an
Interpretation of ARB 51. The primary objectives of
FIN No. 46 are to provide guidance on the
identification of entities for which control is achieved through
means other than through voting rights (Variable Interest
Entities) and how to determine when and which business
enterprise should consolidate the

17



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##### Table of Contents



Variable Interest Entity (the primary
beneficiary). We do not have any transactions or relationships
with unconsolidated variable interest entities and, therefore,
FIN No. 46 does not impact our financial statements.


In April 2003, the FASB issued
SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities which amends
SFAS No. 133. This statement amends and clarifies
financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for
hedging activities under FASB Statement No. 133,
Accounting for Derivative Instruments and Hedging
Activities. This statement is effective for contracts
entered into or modified after June 30, 2003. We do not
anticipate that the adoption of this statement will have a
significant impact on our financial statements.

In May 2003, the FASB issued
SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and
Equity. The standard improves the accounting for certain
financial instruments that, under previous guidance, issuers
could account for as equity. The standard requires that those
instruments be classified as liabilities in statements of
financial position. This standard is effective for interim
periods beginning after June 15, 2003. We do not anticipate
that the adoption of this standard will have a significant
impact on our financial statements.

Forward-looking Statements

The foregoing Managements Discussion and
Analysis contains certain forward-looking statements about the
future performance of the Company that are based on
managements assumptions and beliefs in light of the
information currently available. These forward-looking
statements are subject to uncertainties and other factors that
could cause actual results to differ materially from those
statements. Factors that may cause differences are identified in
our Annual Report on Form 10-K, filed with the Securities
and Exchange Commission on May 7, 2003, and are
incorporated herein by reference.






|        |                                                               
|------- | --------------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosures
    about Market Risk

See Factors Affecting Liquidity and Capital
Resources above.






|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures

Within the 90-day period prior to the filing of
this report, an evaluation was carried out under the supervision
and with the participation of the Companys management,
including the Chief Executive Officer (CEO) and
Chief Financial Officer (CFO), of the effectiveness
of our disclosure controls and procedures. Based on that
evaluation, the CEO and CFO have concluded that the
Companys disclosure controls and procedures are effective
to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in Securities and
Exchange Commission rules and forms. Subsequent to the date of
such evaluation, there were no significant changes in the
Companys internal controls or in other factors that could
significantly affect the internal controls, including any
corrective actions with regard to significant deficiencies and
material weaknesses.

18



---



##### Table of Contents






PART II

OTHER INFORMATION






|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

NONE






|        |                                              
|------- | ---------------------------------------------
|Item 2. | Changes in Securities and Use of
    Proceeds

NONE






|        |                                    
|------- | -----------------------------------
|Item 3. | Defaults upon Senior
    Securities

NONE






|        |                                                        
|------- | -------------------------------------------------------
|Item 4. | Submission of Matters to a Vote of Security
    Holders

NONE






|        |                  
|------- | -----------------
|Item 5. | Other Information

NONE






|        |                                     
|------- | ------------------------------------
|Item 6. | Exhibits and Reports on
    Form 8-K

(a) Exhibits:

|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                        
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.01   |  | 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).                                                                                                                                                                                  
|3.02.1 |  | Certificate of Amendment to the Restated
    Certificate of Incorporation of CSK Auto Corporation,
    incorporated herein by reference to Exhibit 3.02.1 of our
    Report on Form 10-Q, filed on September 18, 2002 (File
    No. 001-13927).                                                                                                                                                                        
|3.03   |  | 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).                                                                                                                                                                                                                             
|3.03.1 |  | 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).                                                                                                                                                                                                           
|4.02   |  | Indenture dated as of October 30, 1996, by
    and among CSK Auto, Inc. (Auto), Kragen Auto Supply
    Co., Schucks Distribution Co. and The Bank of New York (as
    successor to Wells Fargo Bank, N.A.), as Trustee, including form
    of Note, incorporated herein by reference to CSK Auto
    Inc.s Registration Statement on Form S-4 (File
    No. 333-22511).                                             
|4.03   |  | Form of Common Stock certificate, incorporated
    herein by reference to our Registration Statement on
    Form S-1 (File No. 333-43211).                                                                                                                                                                                                                                                                             
|4.04.2 |  | Purchase Agreement, dated December 7, 2001,
    by and among CSK Auto, Inc; CSK Auto Corporation, Automotive
    Information Systems, Inc. and CSKAUTO.COM, Inc., as Guarantors;
    and Credit Suisse First Boston Corporation, J.P. Morgan
    Securities Inc. and UBS Warburg LLC as Purchasers, incorporated
    herein by reference to Exhibit 99.4 of our Current Report
    on Form 8-K, filed January 18, 2002.
|4.05   |  | Credit Agreement, dated as of December 21,
    2001, by and among CSK Auto, Inc., the lenders from time to time
    a party thereto, and JP Morgan Chase Bank, Credit Suisse
    First Boston, and UBS AG, Stamford Branch, incorporated
    herein by reference to Exhibit 99.2 of our Current Report
    on Form 8-K, filed January 18, 2002.                                                                        

19



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##### Table of Contents



|       |  |                                                                                                                                                                                                                                                                                                                                                                 
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.05.1 |  | Indenture, dated December 21, 2001, by and
    among CSK Auto, Inc.; CSK Auto Corporation, as guarantor;
    Automotive Information Systems, Inc. and CSKAUTO.COM, Inc., as
    subsidiary guarantors; and the Bank of New York, as Trustee,
    incorporated herein by reference to Exhibit 99.3 of our
    Current Report on Form 8-K, filed January 18, 2002.
|4.06   |  | ISDA master agreement executed as of February
    2002 between Lehman Brothers Special Financing Inc. and CSK
    Auto, Inc., incorporated herein by reference to our Annual
    Report on Form 10-K, filed on April 23, 2002 (File
    No. 001-13927).                                                                                                         
|99.1   |  | Certification by the Chief Executive Officer
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                  
|99.2   |  | Certification by the Chief Financial Officer
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                  

(b) Reports on Form 8-K:



| |                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On February 12, 2003 we filed a current
    report on Form 8-K, to report under items 7 and 9
    thereof, the issuance of a press release announcing our same
    store sales for the fourth quarter and full year of fiscal 2002.
|
| | On March 20, 2003 we filed a current report
    on Form 8-K, to report under item 9 thereof, the
    issuance of a press release announcing our operating results for
    the fourth quarter and full year of fiscal 2002.         

20



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##### Table of Contents






SIGNATURE

Pursuant to the requirements 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.



| |                     
| | --------------------
| | CSK Auto Corporation



| |     |                  
| | --- | -----------------
| | By: | /s/ DON W. WATSON

| |                        
| | -----------------------
| |                        
| | Don W. Watson          
| | Chief Financial Officer

DATED: June 17, 2003

21



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##### Table of Contents






CERTIFICATION

I, Maynard L. Jenkins, certify that:



| |                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.     I have reviewed
    this quarterly report on Form 10-Q of CSK Auto Corporation;                                                                                                                                                                                                                                                                       
|
| | 2.     Based on my
    knowledge, this quarterly report does not contain any untrue
    statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this quarterly
    report;
|
| | 3.     Based on my
    knowledge, the financial statements, and other financial
    information included in this quarterly report, fairly present in
    all material respects the financial condition, results of
    operations and cash flows of the registrant as of, and for, the
    periods presented in this quarterly report;                       
|
| | 4.     The
    registrants other certifying officer and I are responsible
    for establishing and maintaining disclosure controls and
    procedures (as defined in Exchange Act Rules 13a-14 and
    15d-14) for the registrant and we have:                                                                                                              



| |                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a.     designed such
    disclosure controls and procedures to ensure that material
    information relating to the registrant, including its
    consolidated subsidiaries, is made known to us by others within
    those entities, particularly during the period in which this
    quarterly report is being prepared;
|
| | b.     evaluated the
    effectiveness of the registrants disclosure controls and
    procedures as of a date within 90 days prior to the filing
    date of this quarterly report (the Evaluation Date);
    and                                                                                                      
|
| | c.     presented in this
    quarterly report our conclusions about the effectiveness of the
    disclosure controls and procedures based on our evaluation as of
    the Evaluation Date;                                                                                                                                



| |                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5.     The
    registrants other certifying officer and I have disclosed,
    based on our most recent evaluation, to the registrants
    auditors and the audit committee of the registrants board
    of directors (or persons performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a.     all significant
    deficiencies in the design or operation of internal controls
    which could adversely affect the registrants ability to
    record, process, summarize, and report financial data and have
    identified for the registrants auditors any material
    weaknesses in internal controls; and
|
| | b.     any fraud,
    whether or not material, that involves management or other
    employees who have a significant role in the registrants
    internal controls; and                                                                                                                                                 



| |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6.     The
    registrants other certifying officer and I have indicated
    in this quarterly report whether or not there were significant
    changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of
    our most recent evaluation, including any corrective actions
    with regard to significant deficiencies and material weaknesses.



| |                        
| | -----------------------
| | /s/ MAYNARD L. JENKINS 
| |                        
| | Maynard L. Jenkins     
| | Chief Executive Officer

June 17, 2003

22



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##### Table of Contents



CERTIFICATION

I, Don W. Watson, certify that:



| |                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.     I have reviewed
    this quarterly report on Form 10-Q of CSK Auto Corporation;                                                                                                                                                                                                                                                                       
|
| | 2.     Based on my
    knowledge, this quarterly report does not contain any untrue
    statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this quarterly
    report;
|
| | 3.     Based on my
    knowledge, the financial statements, and other financial
    information included in this quarterly report, fairly present in
    all material respects the financial condition, results of
    operations and cash flows of the registrant as of, and for, the
    periods presented in this quarterly report;                       
|
| | 4.     The
    registrants other certifying officer and I are responsible
    for establishing and maintaining disclosure controls and
    procedures (as defined in Exchange Act Rules 13a-14 and
    15d-14) for the registrant and we have:                                                                                                              



| |                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a.     designed such
    disclosure controls and procedures to ensure that material
    information relating to the registrant, including its
    consolidated subsidiaries, is made known to us by others within
    those entities, particularly during the period in which this
    quarterly report is being prepared;
|
| | b.     evaluated the
    effectiveness of the registrants disclosure controls and
    procedures as of a date within 90 days prior to the filing
    date of this quarterly report (the Evaluation Date);
    and                                                                                                      
|
| | c.     presented in this
    quarterly report our conclusions about the effectiveness of the
    disclosure controls and procedures based on our evaluation as of
    the Evaluation Date;                                                                                                                                



| |                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5.     The
    registrants other certifying officer and I have disclosed,
    based on our most recent evaluation, to the registrants
    auditors and the audit committee of the registrants board
    of directors (or persons performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a.     all significant
    deficiencies in the design or operation of internal controls
    which could adversely affect the registrants ability to
    record, process, summarize, and report financial data and have
    identified for the registrants auditors any material
    weaknesses in internal controls; and
|
| | b.     any fraud,
    whether or not material, that involves management or other
    employees who have a significant role in the registrants
    internal controls; and                                                                                                                                                 



| |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6.     The
    registrants other certifying officer and I have indicated
    in this quarterly report whether or not there were significant
    changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of
    our most recent evaluation, including any corrective actions
    with regard to significant deficiencies and material weaknesses.



| |                        
| | -----------------------
| | /s/ DON W. WATSON      
| |                        
| | Don W. Watson          
| | Chief Financial Officer

June 17, 2003

23



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##### Table of Contents






EXHIBIT INDEX

|        |        |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- | ------ | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |            
|Number  |        | Description
|        |        |            
|        | 3.01   |             |  | 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).                                                                                                                                                                                  
|        | 3.02.1 |             |  | Certificate of Amendment to the Restated
    Certificate of Incorporation of CSK Auto Corporation,
    incorporated herein by reference to Exhibit 3.02.1 of our
    Report on Form 10-Q, filed on September 18, 2002 (File
    No. 001-13927).                                                                                                                                                                        
|        | 3.03   |             |  | 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).                                                                                                                                                                                                                             
|        | 3.03.1 |             |  | 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).                                                                                                                                                                                                           
|        | 4.02   |             |  | Indenture dated as of October 30, 1996, by
    and among CSK Auto, Inc. (Auto), Kragen Auto Supply
    Co., Schucks Distribution Co. and The Bank of New York (as
    successor to Wells Fargo Bank, N.A.), as Trustee, including form
    of Note, incorporated herein by reference to CSK Auto
    Inc.s Registration Statement on Form S-4 (File
    No. 333-22511).                                             
|        | 4.03   |             |  | Form of Common Stock certificate, incorporated
    herein by reference to our Registration Statement on Form S-1
    (File No. 333-43211).                                                                                                                                                                                                                                                                             
|        | 4.04.2 |             |  | Purchase Agreement, dated December 7, 2001,
    by and among CSK Auto, Inc; CSK Auto Corporation, Automotive
    Information Systems, Inc. and CSKAUTO.COM, Inc., as Guarantors;
    and Credit Suisse First Boston Corporation, J.P. Morgan
    Securities Inc. and UBS Warburg LLC as Purchasers, incorporated
    herein by reference to Exhibit 99.4 of our Current Report
    on Form 8-K, filed January 18, 2002.
|        | 4.05   |             |  | Credit Agreement, dated as of December 21,
    2001, by and among CSK Auto, Inc., the lenders from time to time
    a party thereto, and JP Morgan Chase Bank, Credit Suisse First
    Boston, and UBS AG, Stamford Branch, incorporated herein by
    reference to Exhibit 99.2 of our Current Report on
    Form 8-K, filed January 18, 2002.                                                                        
|        | 4.05.1 |             |  | Indenture, dated December 21, 2001, by and
    among CSK Auto, Inc.; CSK Auto Corporation, as guarantor;
    Automotive Information Systems, Inc. and CSKAUTO.COM, Inc., as
    subsidiary guarantors; and the Bank of New York, as Trustee,
    incorporated herein by reference to Exhibit 99.3 of our
    Current Report on Form 8-K, filed January 18, 2002.                                                       
|        | 4.06   |             |  | ISDA master agreement executed as of February
    2002 between Lehman Brothers Special Financing Inc. and CSK
    Auto, Inc., incorporated herein by reference to our Annual
    Report on Form 10-K, filed on April 23, 2002 (File
    No. 001-13927).                                                                                                                                                                
|        | 99.1   |             |  | Certification by the Chief Executive Officer
    pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                         
|        | 99.2   |             |  | Certification by the Chief Financial Officer
    pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                         

24