<PAGE>

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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               ----------------

                                   FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

  For the quarterly period ended May 6, 2001
                                      or

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

  For the transition period from         to

                       Commission File Number 001-13927

                             CSK AUTO CORPORATION
            (Exact name of registrant as specified in its charter)

<TABLE>
 <S>                              <C>
            Delaware                                86-0765798
 (State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                Identification No.)
</TABLE>

            645 E. Missouri Ave. Suite 400, Phoenix, Arizona 85012
              (Address of principal executive offices) (Zip Code)

                                (602) 265-9200
             (Registrant's telephone number, including area code)

                                      N/A
             (Former name, former address and former fiscal year,
                        if changed since last 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 [X]  No [_]

  As of June 18, 2001, CSK Auto Corporation had 27,841,178 shares of common
stock outstanding.

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<PAGE>

                                     PART I

                             FINANCIAL INFORMATION

Item 1. Financial Statements

                      CSK AUTO CORPORATION AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEETS
                       (in thousands, except share data)

<TABLE>
<CAPTION>
                                                          May 6,      February
                                                           2001       4, 2001
                                                        -----------  ----------
                                                        (Unaudited)
<S>                                                     <C>          <C>
                        ASSETS
                        ------

Cash and cash equivalents.............................. $   13,483   $   11,131
Receivables, net of allowances of $4,838 and $4,236,
 respectively..........................................     88,407       79,901
Inventories............................................    644,143      621,814
Deferred income taxes..................................      2,366        3,133
Assets held for sale...................................      1,299        1,497
Prepaid expenses and other current assets..............     21,318       19,169
                                                        ----------   ----------
    Total current assets...............................    771,016      736,645
                                                        ----------   ----------
Property and equipment, net                                165,892      175,358
Leasehold interests, net...............................     19,517       20,244
Goodwill, net..........................................    130,570      130,544
Other assets, net......................................     14,837       14,190
                                                        ----------   ----------
    Total assets....................................... $1,101,832   $1,076,981
                                                        ==========   ==========

         LIABILITIES AND STOCKHOLDERS' EQUITY
         ------------------------------------

Accounts payable....................................... $  261,332   $  199,483
Accrued payroll and related expenses...................     28,845       27,673
Accrued expenses and other current liabilities.........     35,399       42,448
Current maturities of amounts due under Senior Credit
 Facility..............................................     54,640       54,640
Current maturities of capital lease obligations........     10,206       10,878
                                                        ----------   ----------
    Total current liabilities..........................    390,422      335,122
                                                        ----------   ----------
Amounts due under Senior Credit Facility...............    438,840      471,840
Obligations under 11% Senior Subordinated Notes........     81,250       81,250
Obligations under capital leases.......................     28,671       29,273
Deferred income taxes..................................     10,811       10,544
Other..................................................      9,930        9,339
                                                        ----------   ----------
    Total non-current liabilities......................    569,502      602,246
                                                        ----------   ----------

Commitments and contingencies

Stockholders' equity:
  Common stock, $0.01 par value, 50,000,000 shares
   authorized;
   27,841,178 shares were issued and outstanding at May
   6, 2001 and
   February 4, 2001....................................        278          278
Additional paid-in capital.............................    291,063      291,063
Stockholder receivable.................................       (745)        (745)
Deferred compensation..................................       (114)        (156)
Accumulated deficit....................................   (148,574)    (150,827)
                                                        ----------   ----------
    Total stockholders' equity.........................    141,908      139,613
                                                        ----------   ----------
    Total liabilities and stockholders' equity......... $1,101,832   $1,076,981
                                                        ==========   ==========
</TABLE>

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

                                       1
<PAGE>

                      CSK AUTO CORPORATION AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                (in thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                          Thirteen Weeks Ended
                                                          ---------------------
                                                            May 6,   April 30,
                                                             2001       2000
                                                          ---------- ----------
<S>                                                       <C>        <C>
Net sales................................................ $  356,121 $  356,354
Cost of sales............................................    187,535    182,811
                                                          ---------- ----------
Gross profit.............................................    168,586    173,543
Other costs and expenses:
  Operating and administrative...........................    144,671    135,354
  Store closing costs....................................      2,295      1,845
  Transition and integration expenses....................        250     11,447
  Goodwill amortization..................................      1,183      1,112
                                                          ---------- ----------
Operating profit.........................................     20,187     23,785
Interest expense, net....................................     16,747     14,558
                                                          ---------- ----------
Income before income taxes...............................      3,440      9,227
Income tax expense.......................................      1,187      3,552
                                                          ---------- ----------
Net income............................................... $    2,253 $    5,675
                                                          ========== ==========
Basic earnings per share:
  Net income............................................. $     0.08 $     0.20
                                                          ---------- ----------
Shares used in computing per share amounts............... 27,841,178 27,836,587
                                                          ========== ==========
Diluted earnings per share:
  Net income............................................. $     0.08 $     0.20
                                                          ========== ==========
Shares used in computing per share amounts............... 27,841,178 27,836,587
                                                          ========== ==========
</TABLE>



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

                                       2
<PAGE>

                      CSK AUTO CORPORATION AND SUBSIDIARY

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                       (in thousands, except share data)

<TABLE>
<CAPTION>
                            Common Stock    Additional
                          -----------------  Paid-in   Stockholder   Deferred   Accumulated  Total
                            Shares   Amount  Capital   Receivable  Compensation   Deficit    Equity
                          ---------- ------ ---------- ----------- ------------ ----------- --------
<S>                       <C>        <C>    <C>        <C>         <C>          <C>         <C>
Balances at February 4,
 2001...................  27,841,178  $278   $291,063     $(745)      $(156)     $(150,827) $139,613
Amortization of deferred
 compensation
 (unaudited)............         --    --         --        --           42            --         42
Net income (unaudited)..         --    --         --        --          --           2,253     2,253
                          ----------  ----   --------     -----       -----      ---------  --------
Balances at May 6, 2001
 (unaudited)............  27,841,178  $278   $291,063     $(745)      $(114)     $(148,574) $141,908
                          ==========  ====   ========     =====       =====      =========  ========
</TABLE>





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

                                       3
<PAGE>

                      CSK AUTO CORPORATION AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                        Thirteen Weeks Ended
                                                     --------------------------
                                                     May 6, 2001 April 30, 2000
                                                     ----------- --------------
<S>                                                  <C>         <C>
Cash flows provided by (used in) operating
 activities:
  Net income........................................  $  2,253      $  5,675
  Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
    Depreciation and amortization of property and
     equipment......................................     8,360         7,727
    Amortization of goodwill........................     1,183         1,112
    Amortization of leasehold interests.............       465           166
    Amortization of deferred financing costs........       692           540
    Amortization of other deferred charges..........       361           200
    Deferred income taxes...........................     1,034           --
    Change in operating assets and liabilities, net
     of effects of acquisitions:
      Receivables...................................    (8,506)       (8,536)
      Inventories...................................   (23,538)       (4,296)
      Prepaid expenses and other current assets.....    (2,174)          394
      Accounts payable..............................    61,849         8,724
      Accrued payroll, accrued expenses and other
       current liabilities..........................    (5,691)          359
      Other operating activities....................     1,621        (1,175)
                                                      --------      --------
        Net cash provided by operating activities...    37,909        10,890
                                                      --------      --------
Cash flows provided by (used in) investing
 activities:
  Business acquisitions, net of cash acquired.......       --           (600)
  Capital expenditures..............................    (4,643)       (8,325)
  Proceeds from sale of property and equipment and
   assets held for sale.............................     5,808           --
  Investment in joint venture.......................       --         (2,605)
  Other operating activities........................    (1,206)         (302)
                                                      --------      --------
        Net cash used in investing activities.......       (41)      (11,832)
                                                      --------      --------
Cash flows provided by (used in) financing
 activities:
  Borrowings under Senior Credit Facility...........    55,000        54,000
  Payments under Senior Credit Facility.............   (88,000)      (46,000)
  Payments on capital lease obligations.............    (2,443)       (2,603)
  Advances to stockholders..........................       --            (98)
  Exercise of options...............................       --             36
  Other financing activities........................       (73)          (60)
                                                      --------      --------
        Net cash provided by (used in) financing
         activities.................................   (35,516)        5,275
                                                      --------      --------
        Net increase in cash and cash equivalents...     2,352         4,333
Cash and cash equivalents, beginning of period......    11,131        11,762
                                                      --------      --------
Cash and cash equivalents, end of period............  $ 13,483      $ 16,095
                                                      ========      ========
</TABLE>

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

                                       4
<PAGE>

                      CSK AUTO CORPORATION AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       Thirteen Weeks Ended May 6, 2001

  CSK Auto Corporation is a holding company. At May 6, 2001, CSK Auto
Corporation had no business activity other than its investment in CSK Auto,
Inc., a wholly-owned subsidiary ("Auto"). On a consolidated basis, CSK Auto
Corporation and Auto are referred to herein as the "Company."

  Auto is a specialty retailer of automotive aftermarket parts and
accessories. At May 6, 2001, the Company operated 1,155 stores in 19 Western
and Northern Plains states as a fully integrated company under three brand
names: Checker Auto Parts, founded in 1969 and operating in the Southwestern,
Rocky Mountain and Northern Plains states; Schuck's Auto Supply, founded in
1917 and operating in the Pacific Northwest; and Kragen Auto Parts, founded in
1947 and operating primarily in California.

Note 1--Basis of Presentation

  The unaudited consolidated financial statements included herein were
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission, but do 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
the Company's financial position and the results of its 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 4, 2001, as included in the Company's Annual Report
on Form 10-K filed on May 1, 2001.

Note 2--Inventories

  Inventories are valued at the lower of cost or market, cost being determined
utilizing the last-in, first-out (LIFO) method. An actual valuation of
inventory under the LIFO method can only be calculated at the end of a fiscal
year based upon the inventory levels and costs at that time. Accordingly,
interim LIFO calculations reflected herein are based upon management's
estimates of year-end inventory levels and costs. The replacement cost of
inventories approximated $557 million and $539 million at May 6, 2001 and
February 4, 2001, respectively.

Note 3--Earnings Per Share

  Calculation of shares used in computing per share amounts is summarized as
follows (unaudited):

<TABLE>
<CAPTION>
                                                           Thirteen Weeks Ended
                                                           ---------------------
                                                             May 6,   April 30,
                                                              2001       2000
                                                           ---------- ----------
   <S>                                                     <C>        <C>
   Common stock outstanding:
     Beginning of period.................................. 27,841,178 27,834,574
                                                           ---------- ----------
     End of period........................................ 27,841,178 27,837,558
                                                           ========== ==========
   Issued during the period...............................        --       2,984
                                                           ---------- ----------
   Weighted average number of shares (Basic).............. 27,841,178 27,836,587
   Effects of dilutive securities.........................        --         --
                                                           ---------- ----------
   Weighted average number of shares (Dilutive)........... 27,841,178 27,836,587
                                                           ========== ==========
</TABLE>

                                       5
<PAGE>

                      CSK AUTO CORPORATION AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


Note 4--Investment in Joint Venture

  On March 1, 2000, the Company participated in the formation of a new joint
venture, PartsAmerica.com, Inc ("PA"), with Advance Auto Parts and Sequoia
Capital. PA engaged in the sale of automotive parts and accessories via e-
commerce. During the second quarter of fiscal 2001, PA ceased operations.

  As of May 6, 2001 the Company had a receivable from PA of approximately $0.4
million which included reimbursable costs and advances. The Company
anticipates the receivable will be satisfied upon final liquidation of PA's
assets.

Note 5--Legal Matters

  As previously disclosed, on May 4, 1998, a lawsuit was filed against the
Company in the Superior Court in San Diego, California. The case was brought
by two former store managers and a former senior assistant manager. It
purported to be a class action for all present and former California store
managers and senior assistant managers and sought overtime pay for a period
beginning in May 1995 as well as injunctive relief requiring overtime pay in
the future. The Company was also served with two other lawsuits purporting to
be class actions filed in California state courts in Orange and Fresno
Counties by thirteen other former and current employees. The Company has
finalized a settlement of all these lawsuits. The final amount of the
settlement was approximately $8.8 million (which includes plaintiffs'
attorneys' fees and costs and other miscellaneous expenses). The cost of this
settlement was expensed in the prior fiscal year with payments of the
settlement made during the first quarter of the current fiscal year.

  The Company was served on March 8, 2000 with a complaint filed in Federal
Court in the Eastern District of New York by the Coalition for a Level Playing
Field, L.L.C. and 250 individual auto parts dealers alleging that the Company
and seven other auto parts dealers (AutoZone, Inc., Wal-Mart Stores, Inc.,
Advance Stores Company, Inc., Discount Auto, Inc., The Pep Boys--Manny, Moe
and Jack, Inc., O'Reilly Automotive, Inc., and Keystone Automotive Operations,
Inc.) violated the Robinson-Patman Act. Only 14 of the individual plaintiffs
asserted claims against the Company. The complaint alleges that the Company
and other defendants knowingly either induced or received discriminatory
prices from large suppliers, allegedly in violation of Section 2(a) and 2(f)
of the Robinson-Patman Act, as well as received compensation from large
suppliers for services not performed for those suppliers, allegedly in
violation of Section 2(c) of the Robinson-Patman Act. The complaint seeks
injunctive relief against all defendants and seeks treble damages on behalf of
the individual auto parts dealers who are plaintiffs, plus attorneys' fees.
The complaint alleges that the estimated average damage amount per plaintiff
is $1,000,000 (and more for those plaintiffs that are wholesale distributors
and not simply jobbers) before trebling. The Company believes the suit is
without merit and plans to vigorously defend it. The Company, with other
defendants, has filed a motion to dismiss and certain other procedural
motions. A decision on these motions is not anticipated until the second or
third quarters of fiscal 2001. The Company does not currently believe that
this complaint will result in liabilities material to its consolidated
financial position, results of operations or cash flows.

  The Company currently and from time to time is involved in other litigation
incidental to the conduct of its business. The damages claimed in some of this
litigation are substantial. Although the amount of liability that may result
from these matters cannot be ascertained, the Company does not currently
believe that, in the aggregate, they will result in liabilities material to
its consolidated financial condition, results of operations or cash flows.

Note 6--Store Closing Costs

  The Company provides an allowance for estimated costs to be incurred in
connection with store closures. Such costs are recognized when a store is
specifically identified, costs can be estimated and closure is planned to

                                       6
<PAGE>

                      CSK AUTO CORPORATION AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

be completed within the next twelve months. For stores to be relocated, such
costs are recognized when an agreement for the new location has been reached
with a landlord and site plans meet preliminary municipal approvals. The
allowance for store closing costs is included in accrued expenses in the
accompanying financial statements, and consists primarily of future rents to
be paid over the remaining terms of the master lease agreement for stores, net
of estimated sublease recoveries. Future rents will be incurred through the
expiration of the non-cancelable leases.

  Activity in the provision for store closings and the related store closing
costs for the thirteen weeks ended May 6, 2001, is as follows (in thousands):

<TABLE>
   <S>                                                                  <C>
   Balance, at February 4, 2001........................................ $ 1,552
   Store closings costs:
     Store closings costs, gross.......................................     545
     Revisions in estimates............................................   1,750
                                                                        -------
       Store closings costs, net.......................................   2,295
     Payments..........................................................  (2,955)
                                                                        -------
       Balance, at May 6, 2001......................................... $   892
                                                                        =======
</TABLE>

  During the period that they remain open for business, the rent and other
operating expenses for the stores to be closed continue to be reflected in the
Company's normal operating expenses.

  Adjustments to prior plans relate to costs for store closures that were
accrued in prior periods but withdrawn from the Company's store closure plan
in the period of adjustment. Such withdrawals are due to subsequent
improvements in the underlying economics of the store's performance or (in the
case of store relocation) because the Company was unable to secure a
previously identified site upon acceptable lease terms. Further significant
changes to the strategic plan are not considered likely. All relocations and
store closings are anticipated to be completed within twelve months of accrual
and only after costs can be estimated.

  On a store count basis, closure activity and the remaining number of stores
to be closed are summarized as follows:

<TABLE>
<CAPTION>
                                        Number of Stores to be Closed
                                      ---------------------------------- Balance
                                      Beginning Stores    Plan    Stores  to be
   Period                              Balance  Added  Amendments Closed Closed
   ------                             --------- ------ ---------- ------ -------
   <S>                                <C>       <C>    <C>        <C>    <C>
   Fiscal 1999.......................     29      87      (11)     (77)     28
   Fiscal 2000.......................     28      24       (1)     (42)      9
   Fiscal 2001.......................      9       5      --        (7)      7
</TABLE>

  At May 6, 2001, there were 7 stores remaining to be closed under the
Company's store closing plans, comprised of the following:

<TABLE>
<CAPTION>
   Store Count by Year of     Stores in      Plan                  Balance to
   Accrual                   Closing Plan Amendments Stores Closed Be Closed
   ----------------------    ------------ ---------- ------------- ----------
   <S>                       <C>          <C>        <C>           <C>
   1999.....................      87          (2)         (83)          2
   2000.....................      24          --          (23)          1
   2001.....................       5          --           (1)          4
                                                                      ---
                                                                        7
</TABLE>

Note 7--Subsequent Events

  A Senior Credit Facility principal payment in the amount of $27.3 million is
due on June 30, 2001. We have obtained commitments for $27.0 million of
additional financing under the Senior Credit Facility and are negotiating
amendments to the Facility to permit this increased borrowing. If we are
unsuccessful in completing these efforts, covenant compliance and liquidity
could be adversely affected.

                                       7
<PAGE>

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 summer months of June through August (overlapping our second
and third fiscal quarters). Our business is, in addition, affected by weather
conditions. While unusually severe or inclement weather tends to reduce sales
as our customers tend to defer elective maintenance during such periods,
extremely hot and cold temperatures tend to enhance sales by causing auto
parts to fail and sales of seasonal products to increase.

 Results of Operations

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

<TABLE>
<CAPTION>
                                                                Thirteen Weeks
                                                                    Ended
                                                               -----------------
                                                               May 6,  April 30,
                                                                2001     2000
                                                               ------  ---------
   <S>                                                         <C>     <C>
   Net sales.................................................. 100.0%    100.0%
   Cost of sales..............................................  52.7      51.3
                                                               -----     -----
   Gross profit...............................................  47.3      48.7
   Operating and administrative...............................  40.6      38.0
   Store closing costs........................................   0.6       0.5
   Transition and integration expenses........................   0.1       3.2
   Goodwill amortization......................................   0.3       0.3
                                                               -----     -----
   Operating profit...........................................   5.7       6.7
   Interest expense, net......................................   4.7       4.1
                                                               -----     -----
   Income before income tax expense...........................   1.0       2.6
   Income tax expense.........................................   0.3       1.0
                                                               -----     -----
   Net income.................................................   0.7%      1.6%
                                                               =====     =====
</TABLE>

Thirteen Weeks Ended May 6, 2001 Compared to Thirteen Weeks Ended April 30,
2000

  Net sales for the thirteen weeks ended May 6, 2001 (the "first quarter of
fiscal 2001") were $356.1 million compared to $356.4 million for the thirteen
weeks ended April 30, 2000 (the "first quarter of fiscal 2000"). The flat
sales performance for the period reflects a comparable store sales decrease of
1% and a slightly increased store count. Sales for the first eight weeks of
the quarter were lower than expected, principally due to shortfalls in the
California market, where above normal rainfall hampered sales. During the
first quarter of fiscal 2001, we opened 4 stores, relocated 5 stores and
closed 1 store in addition to those closed due to relocation. At May 6, 2001,
we had 1,155 stores in operation, compared to 1,138 at the end of the first
quarter of fiscal 2000.

  Gross profit was $168.6 million, or 47.3% of net sales, in the first quarter
of fiscal 2001 as compared to $173.5 million, or 48.7% of net sales, in the
first quarter of fiscal 2000. The lower gross profit margin is the result of
lower vendor credits due to lower-than-expected sales and lower-than-expected
cash discounts. In addition, our change of advertising strategy to emphasize
promotional discounts through newspaper advertising to increase retail
customer count had the effect of reducing the realized gross profit margin
during the period. Also, increased freight and fuel costs negatively impacted
transportation and distribution costs, which further reduced gross profit
margin.

  Operating and administrative expenses increased by $9.3 million to $144.7
million, or 40.6% of net sales, for the first quarter of fiscal 2001 from
$135.4 million, or 38.0% of net sales, for the comparable 2000 period. The
increase in operating and administrative expenses reflects higher payroll
related costs, increased advertising

                                       8
<PAGE>

in an effort to stimulate sales, increased utility expenses primarily in the
California market and the incremental costs of new stores.

  Operating profit decreased to $20.2 million, or 5.7% of net sales, for the
first quarter of fiscal 2001 from $23.8 million, or 6.7% of net sales, for the
comparable 2000 period, due to the factors cited above. In addition, during
the first quarter of 2001, we incurred $3.2 million of charges consisting of:
(1) store closing costs of $1.8 million relating to longer than expected
vacancy periods at stores closed as a result of acquisitions; (2) a $1.2
million loss on the disposition of certain acquired fixed assets; and (3) $0.2
million of transition and integration costs relating to prior acquisitions. In
the first quarter of fiscal 2000, we incurred $11.4 million of non-recurring
expenses associated with the transition and integration of stores acquired in
fiscal 1999.

  Net interest expense for the first quarter of fiscal 2001 totaled $16.7
million compared to $14.6 million for the first quarter of fiscal 2000. The
net expense increased primarily as a result of higher interest spreads as a
result of the December 2000 Senior Credit Facility amendment and higher LIBOR
rate contracts associated with certain borrowings that renewed in May and June
of 2001, pursuant to the terms of the Senior Credit Facility.

  Income tax expense for the first quarter of fiscal 2001 was $1.2 million,
compared to $3.6 million for the comparable period of fiscal 2000. Our
effective tax rate decreased during the 2001 period to approximately 34.5% of
pre-tax income from approximately 38.5% in the comparable 2000 period. The
rate decreased as a result of a reversal of prior reserves no longer required
and certain tax credits that were realized in the current period which were
not available in the prior period.

  As a result of the above factors, net income decreased to $2.3 million, or
$0.08 per diluted common share, for the first quarter of fiscal 2001, compared
to net income of $5.7 million, or $0.20 per diluted common share, for the
first quarter of fiscal 2000.

Liquidity and Capital Resources

 Overview

  Our primary cash requirements include working capital (primarily inventory),
debt service obligations and capital expenditures. We intend to finance our
cash requirements with cash flow from operations and borrowings under our
revolving credit facility. At May 6, 2001, we had net working capital of
approximately $380.6 million and total liquidity (cash plus availability under
our revolving credit facility) of approximately $57.0 million.

  A Senior Credit Facility principal payment in the amount of $27.3 million is
due on June 30, 2001. We have obtained commitments for $27.0 million of
additional financing under the Senior Credit Facility and are negotiating
amendments to the Facility to permit this increased borrowing. If we are
unsuccessful in completing these efforts, covenant compliance and liquidity
could be adversely affected.

  During fiscal 2000, we finalized an agreement to settle the class action
lawsuits (see Note 5 to the Consolidated Financial Statements) brought by
former and present California store managers and senior assistant managers
seeking overtime pay under California law. The amount of the settlement was
approximately $8.8 million (which includes plaintiff's attorneys' fees and
costs) and was paid during the first quarter of fiscal 2001. The settlement
was funded through the revolving credit facility.

  For the thirteen weeks of fiscal 2001, net cash provided by operating
activities was $37.9 million compared to $10.9 million of cash provided by
operating activities during the comparable 2000 period. The largest

                                       9
<PAGE>

component of change in cash flows from operating activities relates to our
increase in accounts payable, where $61.8 million of cash was provided due to
longer vendor payment terms available during fiscal 2001 compared to $8.7
million provided through such means during the 2000 period. This increase in
cash availability was offset by $23.5 million used to purchase inventory to
support our summer selling season.

  Net cash used in investing activities totaled $41,000 for the first quarter
of fiscal 2001, compared to $11.8 million used during the comparable 2000
period. The decrease in cash used in investing activities was primarily the
result of $3.7 million less in capital expenditures and $5.8 million in
proceeds from the sale of fixed assets during the current fiscal period.

  Net cash used in financing activities totaled $35.5 million for the first
quarter of fiscal 2001 compared to $5.3 million of net cash provided by
financing activities in the comparable period of fiscal 2000. In the
first quarter of fiscal 2001, we made net payments of $33.0 million under the
Senior Credit Facility compared to net borrowings of $8.0 million for the
comparable 2000 period.

 Store Closing Costs

  We provide an allowance for estimated costs to be incurred in connection
with store closures. Such costs are recognized when a store is specifically
identified, costs can be estimated and closure is planned to be completed
within the next twelve months. For stores to be relocated, such costs are
recognized when an agreement for the new location has been reached with a
landlord and site plans meet preliminary municipal approvals. The allowance
for store closing costs is included in accrued expenses in the accompanying
financial statements, and consists primarily of future rents to be paid over
the remaining terms of the master lease agreement for stores, net of estimated
sublease recoveries. Future rents will be incurred through the expiration of
the non-cancelable leases.

  Activity in the provision for store closings and the related store closing
costs for the thirteen weeks ended May 6, 2001, is as follows (in thousands):

<TABLE>
   <S>                                                                  <C>
   Balance, at February 4, 2001........................................ $ 1,552
   Store closings costs:
     Store closings costs, gross.......................................     545
     Revisions in estimates............................................   1,750
                                                                        -------
       Store closings costs, net.......................................   2,295
     Payments..........................................................  (2,955)
                                                                        -------
       Balance, at May 6, 2001......................................... $   892
                                                                        =======
</TABLE>

  During the period that they remain open for business, the rent and other
operating expenses for the stores to be closed continue to be reflected in our
normal operating expenses.

  Adjustments to prior plans relate to costs for store closures that were
accrued in prior periods but withdrawn from our store closure plan in the
period of adjustment. Such withdrawals are due to subsequent improvements in
the underlying economics of the store's performance or (in the case of store
relocation) because we were unable to secure a previously identified site upon
acceptable lease terms. Further significant changes to the strategic plan are
not considered likely. All relocations and store closings are anticipated to
be completed within twelve months of accrual and only after costs can be
estimated.

                                      10
<PAGE>

  On a store count basis, closure activity and the remaining number of stores
to be closed are summarized as follows:

<TABLE>
<CAPTION>
                                     Number of Stores to be
                                             Closed
                                   ---------------------------
                                   Beginning Stores    Plan    Stores Balance to
   Period                           Balance  Added  Amendments Closed be Closed
   ------                          --------- ------ ---------- ------ ----------
   <S>                             <C>       <C>    <C>        <C>    <C>
   Fiscal 1999....................     29      87      (11)     (77)      28
   Fiscal 2000....................     28      24       (1)     (42)       9
   Fiscal 2001....................      9       5       --       (7)       7
</TABLE>

  At May 6, 2001, there were 7 stores remaining to be closed under the
Company's store closing plans, comprised of the following:

<TABLE>
<CAPTION>
   Store Count by                       Stores in      Plan    Stores Balance to
   Year of Accrual                     Closing Plan Amendments Closed Be Closed
   ---------------                     ------------ ---------- ------ ----------
   <S>                                 <C>          <C>        <C>    <C>
   1999...............................      87          (2)     (83)       2
   2000...............................      24          --      (23)       1
   2001...............................       5          --       (1)       4
                                                                         ---
                                                                           7
</TABLE>

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, and are incorporated herein by reference.

                                      11
<PAGE>

                                    PART II

                               OTHER INFORMATION

Item 1. Legal Proceedings

  As previously disclosed, on May 4, 1998, a lawsuit was filed against the
Company in the Superior Court in San Diego, California. The case was brought
by two former store managers and a former senior assistant manager. It
purported to be a class action for all present and former California store
managers and senior assistant managers and sought overtime pay for a period
beginning in May 1995 as well as injunctive relief requiring overtime pay in
the future. The Company was also served with two other lawsuits purporting to
be class actions filed in California state courts in Orange and Fresno
Counties by thirteen other former and current employees. The Company has
finalized a settlement of all these lawsuits. The final amount of the
settlement was approximately $8.8 million (which includes plaintiffs'
attorneys' fees and costs and other miscellaneous expenses). The cost of this
settlement was expensed in the prior fiscal year with payments of the
settlement made during the first quarter of the current fiscal year.

  The Company was served on March 8, 2000 with a complaint filed in Federal
Court in the Eastern District of New York by the Coalition for a Level Playing
Field, L.L.C. and 250 individual auto parts dealers alleging that the Company
and seven other auto parts dealers (AutoZone, Inc., Wal-Mart Stores, Inc.,
Advance Stores Company, Inc., Discount Auto, Inc., The Pep Boys--Manny, Moe
and Jack, Inc., O'Reilly Automotive, Inc., and Keystone Automotive Operations,
Inc.) violated the Robinson-Patman Act. Only 14 of the individual plaintiffs
asserted claims against the Company. The complaint alleges that the Company
and other defendants knowingly either induced or received discriminatory
prices from large suppliers, allegedly in violation of Section 2(a) and 2(f)
of the Robinson-Patman Act, as well as received compensation from large
suppliers for services not performed for those suppliers, allegedly in
violation of Section 2(c) of the Robinson-Patman Act. The complaint seeks
injunctive relief against all defendants and seeks treble damages on behalf of
the individual auto parts dealers who are plaintiffs, plus attorneys' fees.
The complaint alleges that the estimated average damage amount per plaintiff
is $1,000,000 (and more for those plaintiffs that are wholesale distributors
and not simply jobbers) before trebling. The Company believes the suit is
without merit and plans to vigorously defend it. The Company, with other
defendants, has filed a motion to dismiss and certain other procedural
motions. A decision on these motions is not anticipated until the second or
third quarters of fiscal 2001. The Company does not currently believe that
this complaint will result in liabilities material to its consolidated
financial position, results of operations or cash flows.

  The Company currently and from time to time is involved in other litigation
incidental to the conduct of its business. The damages claimed in some of this
litigation are substantial. Although the amount of liability that may result
from these matters cannot be ascertained, the Company does not currently
believe that, in the aggregate, they will result in liabilities material to
its consolidated financial condition, results of operations or cash flows.

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

                                      12
<PAGE>

Item 5. Other Information

  NONE

Item 6. Exhibits and Reports on Form 8-K

  (a) Exhibits:

<TABLE>
 <C>    <S>
 3.01   Restated Certificate of Incorporation of the Company, incorporated
         herein by reference to Exhibit 3.01 of the Company's 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
         the Company's annual report on Form 10-K, filed on May 4, 1998 (File
         No. 001-13927).

 3.03   Amended and Restated By-Laws of the Company, incorporated herein by
         reference to Exhibit 3.03 of the Company's 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 the Company's
         annual report on Form 10-K, filed in May 1, 2001 (File No. 001-13927).

 4.01   Third Amended and Restated Credit Agreement, dated as of September 30,
         1999, among CSK Auto, Inc., The Chase Manhattan Bank, DLJ Capital
         Funding, Inc., Lehman Commercial Paper Inc. and the lenders from time
         to time parties thereto, incorporated herein by reference to Exhibit
         4.1 of the Company's current report on Form 8-K, filed on October 15,
         1999 (File No. 001-13927).

 4.01.1 Amendment No. 1 to the Third Amended and Restated Credit Agreement,
         dated as of February 17, 2000, incorporated herein by reference to
         Exhibit 4.01.1 of the Company's annual report on Form 10-K, filed on
         May 1, 2001 (File No. 001-13927).

 4.01.2 Amendment No. 2 to the Third Amended and Restated Credit Agreement,
         dated as of December 4, 2000, incorporated herein by reference to
         Exhibit 4.01.2 of the Company's annual report on Form 10-K, filed on
         May 1, 2001 (File No. 001-13927).
</TABLE>

  (b) Reports on Form 8-K:

  NONE

                                       13
<PAGE>

                                   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

                                                   /s/ Don W. Watson
                                          By: _________________________________
                                                       Don W. Watson
                                                  Chief Financial Officer

DATED: June 19, 2001

                                       14