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 August 5, 2001

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
	(State or other jurisdiction of
	Incorporation or organization)                   |  | 86-0765798
	(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  x
  No  o.

As of September 5, 2001, CSK Auto Corporation had
27,842,105 shares of common stock outstanding.



---






---



PART I

FINANCIAL INFORMATION

Item 1.  Financial Statements

CSK AUTO CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


|                                                                   |                                                                                                                                                                              |                                            |         |             |           |   |         |          |           | 
|------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | ----------- | --------- | - | ------- | -------- | --------- | 
|                                                                   |                                                                                                                                                                              | August 5,                                  |         | February 4,
|                                                                   |                                                                                                                                                                              | 2001                                       |         | 2001       
|                                                                   |                                                                                                                                                                              |                                            |         |            
|                                                                   |                                                                                                                                                                              | (Unaudited)                                |         |            
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|ASSETS                                                            
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Cash and cash equivalents                                          |                                                                                                                                                                              | $                                          | 14,107  |             |           | $ | 11,131  |         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Receivables, net of allowances of $4,963 and
	$4,236, respectively |                                                                                                                                                                              |                                            | 87,023  |             |           |   | 79,901  |         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Inventories                                                        |                                                                                                                                                                              |                                            | 624,733 |             |           |   | 621,814 |         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Deferred income taxes                                              |                                                                                                                                                                              |                                            | 14,195  |             |           |   | 3,133   |         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Assets held for sale                                               |                                                                                                                                                                              |                                            | 1,897   |             |           |   | 1,497   |         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Prepaid expenses and other current assets                          |                                                                                                                                                                              |                                            | 20,526  |             |           |   | 19,169  |         
|                                                                   |                                                                                                                                                                              |                                            |         |             |           |   |         |         
|                                                                   |                                                                                                                                                                              | Total current assets                       |         |             | 762,481   |   |         |          | 736,645   | 
|                                                                   |                                                                                                                                                                              |                                            |         |             |           |   |         |         
|Property and equipment, net                                        |                                                                                                                                                                              |                                            | 155,948 |             |           |   | 175,358 |         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Leasehold interests, net                                           |                                                                                                                                                                              |                                            | 18,984  |             |           |   | 20,244  |         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Goodwill, net                                                      |                                                                                                                                                                              |                                            | 129,235 |             |           |   | 130,544 |         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Other assets, net                                                  |                                                                                                                                                                              |                                            | 15,746  |             |           |   | 14,190  |         
|                                                                   |                                                                                                                                                                              |                                            |         |             |           |   |         |         
|                                                                   |                                                                                                                                                                              | Total assets                               |         | $           | 1,082,394 |   |         | $        | 1,076,981 | 
|                                                                   |                                                                                                                                                                              |                                            |         |             |           |   |         |         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|LIABILITIES AND STOCKHOLDERS
	EQUITY                             
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Accounts payable                                                   |                                                                                                                                                                              | $                                          | 225,441 |             |           | $ | 199,483 |         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Accrued payroll and related expenses                               |                                                                                                                                                                              |                                            | 28,529  |             |           |   | 27,673  |         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Accrued expenses and other current liabilities                     |                                                                                                                                                                              |                                            | 53,618  |             |           |   | 42,448  |         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Current maturities of amounts due under Senior
	Credit Facility    |                                                                                                                                                                              |                                            | 72,280  |             |           |   | 54,640  |         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Current maturities of capital lease obligations                    |                                                                                                                                                                              |                                            | 9,719   |             |           |   | 10,878  |         
|                                                                   |                                                                                                                                                                              |                                            |         |             |           |   |         |         
|                                                                   |                                                                                                                                                                              | Total current liabilities                  |         |             | 389,587   |   |         |          | 335,122   | 
|                                                                   |                                                                                                                                                                              |                                            |         |             |           |   |         |         
|Amounts due under Senior Credit Facility                           |                                                                                                                                                                              |                                            | 441,880 |             |           |   | 471,840 |         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Obligations under 11% Senior Subordinated Notes                    |                                                                                                                                                                              |                                            | 81,250  |             |           |   | 81,250  |         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Obligations under capital leases                                   |                                                                                                                                                                              |                                            | 28,458  |             |           |   | 29,273  |         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Deferred income taxes                                              |                                                                                                                                                                              |                                            | 7,857   |             |           |   | 10,544  |         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Other                                                              |                                                                                                                                                                              |                                            | 15,218  |             |           |   | 9,339   |         
|                                                                   |                                                                                                                                                                              |                                            |         |             |           |   |         |         
|                                                                   |                                                                                                                                                                              | Total non-current liabilities              |         |             | 574,663   |   |         |          | 602,246   | 
|                                                                   |                                                                                                                                                                              |                                            |         |             |           |   |         |         
|Commitments and contingencies                                      |                                                                                                                                                                              |                                            |         |             |           |   |         |         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|                                                                   | Stockholders equity:                                                                                                                                                        |                                            |         |             |           |   |         |          |          
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|                                                                   | Common stock, $0.01 par value, 50,000,000 shares
	authorized; 27,842,105 and 27,841,178 shares issued and
	outstanding at August 5, 2001 and February 4, 2001,
	respectively |                                            |         | 278         |           |   |         | 278      |          
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|                                                                   | Additional paid-in capital                                                                                                                                                   |                                            |         | 291,063     |           |   |         | 291,063  |          
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|                                                                   | Stockholder receivable                                                                                                                                                       |                                            |         | (715        | )         |   |         | (745     | )        
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|                                                                   | Deferred compensation                                                                                                                                                        |                                            |         | (71         | )         |   |         | (156     | )        
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|                                                                   | Accumulated deficit                                                                                                                                                          |                                            |         | (172,411    | )         |   |         | (150,827 | )        
|                                                                   |                                                                                                                                                                              |                                            |         |             |           |   |         |         
|                                                                   |                                                                                                                                                                              | Total stockholders equity                 |         |             | 118,144   |   |         |          | 139,613   | 
|                                                                   |                                                                                                                                                                              |                                            |         |             |           |   |         |         
|                                                                   |                                                                                                                                                                              | Total liabilities and stockholders equity |         | $           | 1,082,394 |   |         | $        | 1,076,981 | 
|                                                                   |                                                                                                                                                                              |                                            |         |             |           |   |         |         

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

1



---



CSK AUTO CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


(in thousands, except share and per share data)


|                                           |                                             |                      |            |                        |  |           |            |          |  |   |            |         |  |   |            |         | 
|------------------------------------------ | ------------------------------------------- | -------------------- | ---------- | ---------------------- |  | --------- | ---------- | -------- |  | - | ---------- | ------- |  | - | ---------- | ------- | 
|                                           |                                             |                      |            |                       
|                                           |                                             | Thirteen Weeks Ended |            | Twenty-six Weeks Ended
|                                           |                                             |                      |            |                       
|                                           |                                             | August 5,            |            | July 30,               |  | August 5, |            | July 30,
|                                           |                                             | 2001                 |            | 2000                   |  | 2001      |            | 2000    
|                                           |                                             |                      |            |                        |  |           |            |         
|Net sales                                  |                                             | $                    | 381,722    |                        |  | $         | 374,802    |          |  | $ | 737,843    |         |  | $ | 731,156    |        
|                                          
|                                          
|                                          
|                                          
|Cost of sales                              |                                             |                      | 234,648    |                        |  |           | 201,348    |          |  |   | 422,183    |         |  |   | 384,159    |        
|                                           |                                             |                      |            |                        |  |           |            |          |  |   |            |         |  |   |            |        
|Gross profit                               |                                             |                      | 147,074    |                        |  |           | 173,454    |          |  |   | 315,660    |         |  |   | 346,997    |        
|                                          
|                                          
|                                          
|                                          
|Other costs and expenses:                  |                                             |                      |            |                        |  |           |            |          |  |   |            |         |  |   |            |        
|                                          
|                                          
|                                          
|                                          
|                                           | Operating and administrative                |                      |            | 146,322                |  |           |            | 143,399  |  |   |            | 290,993 |  |   |            | 278,753 | 
|                                          
|                                          
|                                          
|                                          
|                                           | Store closing and other restructuring costs |                      |            | 21,476                 |  |           |            | 4,018    |  |   |            | 23,771  |  |   |            | 5,863   | 
|                                          
|                                          
|                                          
|                                          
|                                           | Legal settlement                            |                      |            | 2,000                  |  |           |            |         |  |   |            | 2,000   |  |   |            |        | 
|                                          
|                                          
|                                          
|                                          
|                                           | Transition and integration expenses         |                      |            |                       |  |           |            | 11,063   |  |   |            | 250     |  |   |            | 22,510  | 
|                                          
|                                          
|                                          
|                                          
|                                           | Goodwill amortization                       |                      |            | 1,235                  |  |           |            | 1,416    |  |   |            | 2,418   |  |   |            | 2,528   | 
|                                           |                                             |                      |            |                        |  |           |            |          |  |   |            |         |  |   |            |        
|Operating profit (loss)                    |                                             |                      | (23,959    | )                      |  |           | 13,558     |          |  |   | (3,772     | )       |  |   | 37,343     |        
|                                          
|                                          
|                                          
|                                          
|Interest expense                           |                                             |                      | 14,663     |                        |  |           | 15,263     |          |  |   | 31,410     |         |  |   | 29,821     |        
|                                          
|                                          
|                                          
|                                          
|Equity in loss of joint venture            |                                             |                      |           |                        |  |           | 716        |          |  |   |           |         |  |   | 716        |        
|                                           |                                             |                      |            |                        |  |           |            |          |  |   |            |         |  |   |            |        
|Income (loss) before income taxes          |                                             |                      | (38,622    | )                      |  |           | (2,421     | )        |  |   | (35,182    | )       |  |   | 6,806      |        
|                                          
|                                          
|                                          
|                                          
|Income tax expense (benefit)               |                                             |                      | (14,785    | )                      |  |           | (926       | )        |  |   | (13,598    | )       |  |   | 2,626      |        
|                                           |                                             |                      |            |                        |  |           |            |          |  |   |            |         |  |   |            |        
|Net income (loss)                          |                                             | $                    | (23,837    | )                      |  | $         | (1,495     | )        |  | $ | (21,584    | )       |  | $ | 4,180      |        
|                                           |                                             |                      |            |                        |  |           |            |          |  |   |            |         |  |   |            |        
|Basic earnings (loss) per share:           |                                             |                      |            |                        |  |           |            |          |  |   |            |         |  |   |            |        
|                                          
|                                          
|                                          
|                                          
|Net income (loss)                          |                                             | $                    | (0.86      | )                      |  | $         | (0.05      | )        |  | $ | (0.78      | )       |  | $ | 0.15       |        
|                                           |                                             |                      |            |                        |  |           |            |          |  |   |            |         |  |   |            |        
|Shares used in computing per share amounts |                                             |                      | 27,841,178 |                        |  |           | 27,838,889 |          |  |   | 27,841,178 |         |  |   | 27,837,735 |        
|                                           |                                             |                      |            |                        |  |           |            |          |  |   |            |         |  |   |            |        
|Diluted earnings (loss) per share:         |                                             |                      |            |                        |  |           |            |          |  |   |            |         |  |   |            |        
|                                          
|                                          
|                                          
|                                          
|Net income (loss)                          |                                             | $                    | (0.86      | )                      |  | $         | (0.05      | )        |  | $ | (0.78      | )       |  | $ | 0.15       |        
|                                           |                                             |                      |            |                        |  |           |            |          |  |   |            |         |  |   |            |        
|Shares used in computing per share amounts |                                             |                      | 27,841,178 |                        |  |           | 27,838,889 |          |  |   | 27,841,178 |         |  |   | 27,839,493 |        
|                                           |                                             |                      |            |                        |  |           |            |          |  |   |            |         |  |   |            |        

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

2



---



CSK AUTO CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(in thousands, except share data)


|                                                  |  |              |            |            |  |             |     |            |  |              |         |         |  |        |      |   |  |   |      |   |  |   |          |   |  |   |         |  
|------------------------------------------------- |  | ------------ | ---------- | ---------- |  | ----------- | --- | ---------- |  | ------------ | ------- | ------- |  | ------ | ---- | - |  | - | ---- | - |  | - | -------- | - |  | - | ------- | -
|                                                  |  |              |            |            |  |             |     |            |  |              |         |        
|                                                  |  | Common Stock |            | Additional |  |             |     |            |  |              |         |        
|                                                  |  |              |            | Paid-in    |  | Stockholder |     | Deferred   |  | Accumulated  |         | Total  
|                                                  |  | Shares       |            | Amount     |  | Capital     |     | Receivable |  | Compensation |         | Deficit |  | Equity
|                                                  |  |              |            |            |  |             |     |            |  |              |         |         |  |       
|Balances at February 4, 2001                      |  |              | 27,841,178 |            |  | $           | 278 |            |  | $            | 291,063 |         |  | $      | (745 | ) |  | $ | (156 | ) |  | $ | (150,827 | ) |  | $ | 139,613 |  
|                                                 
|                                                 
|                                                 
|                                                 
|Amortization of deferred compensation (unaudited) |  |              |           |            |  |             |    |            |  |              |        |         |  |        |     |   |  |   | 85   |   |  |   |         |   |  |   | 85      |  
|                                                 
|                                                 
|                                                 
|                                                 
|Recovery of stockholder receivable (unaudited)    |  |              |           |            |  |             |    |            |  |              |        |         |  |        | 30   |   |  |   |     |   |  |   |         |   |  |   | 30      |  
|                                                 
|                                                 
|                                                 
|                                                 
|Issuance of restricted stock (unaudited)          |  |              | 927        |            |  |             |    |            |  |              |        |         |  |        |     |   |  |   |     |   |  |   |         |   |  |   |        |  
|                                                 
|                                                 
|                                                 
|                                                 
|Net income (loss) (unaudited)                     |  |              |           |            |  |             |    |            |  |              |        |         |  |        |     |   |  |   |     |   |  |   | (21,584  | ) |  |   | (21,584 | )
|                                                  |  |              |            |            |  |             |     |            |  |              |         |         |  |        |      |   |  |   |      |   |  |   |          |   |  |   |         |  
|Balances at August 5, 2001
	(unaudited)           |  |              | 27,842,105 |            |  | $           | 278 |            |  | $            | 291,063 |         |  | $      | (715 | ) |  | $ | (71  | ) |  | $ | (172,411 | ) |  | $ | 118,144 |  
|                                                  |  |              |            |            |  |             |     |            |  |              |         |         |  |        |      |   |  |   |      |   |  |   |          |   |  |   |         |  

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

3



---



CSK AUTO CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


(in thousands)


|                                                        |                                                                                              |                                                                              |                                                                  |          |         |         |        |          |         |         |  
|------------------------------------------------------- | -------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ---------------------------------------------------------------- | -------- | ------- | ------- | ------ | -------- | ------- | ------- | -
|                                                        |                                                                                              |                                                                             
|                                                        |                                                                                              | Twenty-six Weeks Ended                                                      
|                                                        |                                                                                              |                                                                             
|                                                        |                                                                                              | August 5,                                                                    |                                                                  | July 30,
|                                                        |                                                                                              | 2001                                                                         |                                                                  | 2000    
|                                                        |                                                                                              |                                                                              |                                                                  |         
|Cash flows provided by (used in) operating
	activities: |                                                                                              |                                                                              |                                                                  |          |         |         |        |         
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Net income (loss)                                                                            |                                                                              | $                                                                | (21,584  | )       |         | $      | 4,180    |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Adjustments to reconcile net income to net cash
	provided by (used in) operating activities: |                                                                              |                                                                  |          |         |         |        |          |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                                              | Depreciation and amortization of property and
	equipment                     |                                                                  |          | 16,659  |         |        |          | 16,078  |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                                              | Amortization                                                                 |                                                                  |          | 5,697   |         |        |          | 4,931   |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                                              | Provision for write down of inventory                                        |                                                                  |          | 17,292  |         |        |          |        |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                                              | Write downs and losses on disposal of fixed assets                           |                                                                  |          | 7,427   |         |        |          |        |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                                              | Equity in loss of joint venture                                              |                                                                  |          |        |         |        |          | 716     |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                                              | Deferred income taxes                                                        |                                                                  |          | (13,749 | )       |        |          | 3,653   |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                                              | Change in operating assets and liabilities, net
	of effects of acquisitions: |                                                                  |          |         |         |        |          |         |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                                              |                                                                              | Receivables                                                      |          |         | (7,122  | )      |          |         | (10,938 | )
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                                              |                                                                              | Inventories                                                      |          |         | (21,420 | )      |          |         | 1,426   |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                                              |                                                                              | Prepaid expenses and other current assets                        |          |         | (1,407  | )      |          |         | 615     |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                                              |                                                                              | Accounts payable                                                 |          |         | 25,958  |        |          |         | 11,718  |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                                              |                                                                              | Accrued payroll, accrued expenses and other
	current liabilities |          |         | 12,376  |        |          |         | (16,568 | )
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                                              |                                                                              | Other assets and liabilities                                     |          |         | 7,079   |        |          |         | 4,015   |  
|                                                        |                                                                                              |                                                                              |                                                                  |          |         |         |        |         
|                                                        |                                                                                              | Net cash provided by operating activities                                    |                                                                  |          | 27,206  |         |        |          | 19,826  |        
|                                                        |                                                                                              |                                                                              |                                                                  |          |         |         |        |         
|Cash flows provided by (used in) investing
	activities: |                                                                                              |                                                                              |                                                                  |          |         |         |        |         
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Business acquisitions, net of cash acquired                                                  |                                                                              |                                                                  |         |         |         |        | (979     | )      
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Capital expenditures                                                                         |                                                                              |                                                                  | (7,873   | )       |         |        | (17,798  | )      
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Proceeds from sale of property and equipment and
	assets held for sale                       |                                                                              |                                                                  | 5,259    |         |         |        | 3,293    |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Investment in joint venture                                                                  |                                                                              |                                                                  |         |         |         |        | (3,369   | )      
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Other investing activities                                                                   |                                                                              |                                                                  | (2,271   | )       |         |        | (745     | )      
|                                                        |                                                                                              |                                                                              |                                                                  |          |         |         |        |         
|                                                        |                                                                                              | Net cash used in investing activities                                        |                                                                  |          | (4,885  | )       |        |          | (19,598 | )      
|                                                        |                                                                                              |                                                                              |                                                                  |          |         |         |        |         
|Cash flows provided by (used in) financing
	activities: |                                                                                              |                                                                              |                                                                  |          |         |         |        |         
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Borrowings under Senior Credit Facility                                                      |                                                                              |                                                                  | 142,000  |         |         |        | 120,000  |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Payments under Senior Credit Facility                                                        |                                                                              |                                                                  | (154,320 | )       |         |        | (110,670 | )      
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Payment of debt issuance costs                                                               |                                                                              |                                                                  | (2,102   | )       |         |        |         |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Payments on capital lease obligations                                                        |                                                                              |                                                                  | (4,782   | )       |         |        | (7,856   | )      
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Advances to stockholders                                                                     |                                                                              |                                                                  |         |         |         |        | (128     | )      
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Recovery of stockholder receivable                                                           |                                                                              |                                                                  |         |         |         |        | 28       |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Exercise of options                                                                          |                                                                              |                                                                  |         |         |         |        | 59       |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Other financing activities                                                                   |                                                                              |                                                                  | (141     | )       |         |        | (406     | )      
|                                                        |                                                                                              |                                                                              |                                                                  |          |         |         |        |         
|                                                        |                                                                                              | Net cash provided by (used in) financing
	activities                         |                                                                  |          | (19,345 | )       |        |          | 1,027   |        
|                                                        |                                                                                              |                                                                              |                                                                  |          |         |         |        |         
|                                                        |                                                                                              | Net increase in cash and cash equivalents                                    |                                                                  |          | 2,976   |         |        |          | 1,255   |        
|                                                       
|                                                       
|                                                       
|                                                       
|Cash and cash equivalents, beginning of period          |                                                                                              |                                                                              | 11,131                                                           |          |         |         | 11,762 |         
|                                                        |                                                                                              |                                                                              |                                                                  |          |         |         |        |         
|Cash and cash equivalents, end of period                |                                                                                              | $                                                                            | 14,107                                                           |          |         | $       | 13,017 |         
|                                                        |                                                                                              |                                                                              |                                                                  |          |         |         |        |         

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

4



---



CSK AUTO CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Thirteen and Twenty-six Weeks Ended August 5, 2001


CSK Auto Corporation is a holding company. At August 5,
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 August 5, 2001, the Company operated 1,154
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. Certain prior year balances have been
reclassified to conform to the current year presentation. 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 $558
million and $547 million at August 5, 2001 and
February 4, 2001, respectively.

The carrying value of the inventory exceeds the current
replacement cost primarily as a result of the application of the
LIFO inventory method of accounting. The Companys costs of
acquiring inventories through normal purchasing activities have
been decreasing in recent years as the Companys increased
size and cash flows have enabled it to take advantage of volume
discounts and lower product acquisition costs.

From time to time, the Company performs an analysis of the net
realizable value of the inventory, after consideration of
expected disposal costs and normal profit margins, to determine
if the LIFO carrying value of the inventory is impaired. Should
an impairment be indicated, the carrying value of the inventory
would be reduced. No such impairment is indicated based on
current market conditions.

Inventories at August 5, 2001 are presented net of an
allowance of approximately $17.3 million. This allowance
results from the Companys decision during the second
quarter of fiscal year 2001 to eliminate certain product lines
(resulting in excess inventories) and to close certain retail
stores (resulting in some excess inventories that are not
economical to redistribute within the retail chain). See
Note 7.

5



---



CSK AUTO CORPORATION AND SUBSIDIARY


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

Note 3  Earnings Per Share

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

|                                             |                     |                      |            |                        |  |           |            |            |  |  |            |            |  |  |            |            | 
|-------------------------------------------- | ------------------- | -------------------- | ---------- | ---------------------- |  | --------- | ---------- | ---------- |  |  | ---------- | ---------- |  |  | ---------- | ---------- | 
|                                             |                     |                      |            |                       
|                                             |                     | Thirteen Weeks Ended |            | Twenty-six Weeks Ended
|                                             |                     |                      |            |                       
|                                             |                     | August 5,            |            | July 30,               |  | August 5, |            | July 30,  
|                                             |                     | 2001                 |            | 2000                   |  | 2001      |            | 2000      
|                                             |                     |                      |            |                        |  |           |            |           
|Common stock outstanding:                    |                     |                      |            |                        |  |           |            |            |  |  |            |            |  |  |            |           
|                                            
|                                            
|                                            
|                                            
|                                             | Beginning of period |                      |            | 27,841,178             |  |           |            | 27,837,558 |  |  |            | 27,841,178 |  |  |            | 27,834,574 | 
|                                             |                     |                      |            |                        |  |           |            |            |  |  |            |            |  |  |            |           
|                                             | End of period       |                      |            | 27,841,178             |  |           |            | 27,839,484 |  |  |            | 27,841,178 |  |  |            | 27,839,484 | 
|                                             |                     |                      |            |                        |  |           |            |            |  |  |            |            |  |  |            |           
|Issued during the period                     |                     |                      |           |                        |  |           | 1,926      |            |  |  |           |            |  |  | 4,910      |           
|                                             |                     |                      |            |                        |  |           |            |            |  |  |            |            |  |  |            |           
|Weighted average number of shares (Basic)    |                     |                      | 27,841,178 |                        |  |           | 27,838,889 |            |  |  | 27,841,178 |            |  |  | 27,837,735 |           
|                                            
|                                            
|                                            
|                                            
|Effects of dilutive securities               |                     |                      |           |                        |  |           |           |            |  |  |           |            |  |  | 1,758      |           
|                                             |                     |                      |            |                        |  |           |            |            |  |  |            |            |  |  |            |           
|Weighted average number of shares (Dilutive) |                     |                      | 27,841,178 |                        |  |           | 27,838,889 |            |  |  | 27,841,178 |            |  |  | 27,839,493 |           
|                                             |                     |                      |            |                        |  |           |            |            |  |  |            |            |  |  |            |           

Stock options and restricted stock of 2.9 million shares for the
thirteen and twenty-six weeks ended August 5, 2001 and 3.0
million shares for the thirteen and twenty-six weeks ended
July 30, 2000 were excluded from the computation of diluted
earnings (loss) per share as their impact would have been
anti-dilutive.

Note 4  Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 141, Business
Combinations, and SFAS No. 142, Goodwill and
Other Intangible Assets, which are effective for all
purchase business combinations completed after June 30,
2001. SFAS No. 141 replaces APB Opinion No. 16,
Business Combinations, and eliminates
pooling-of-interests accounting prospectively. It also provides
guidance on purchase accounting related to the recognition of
intangible assets and accounting for negative goodwill. SFAS
No. 142 changes the accounting for goodwill and other
intangible assets with indefinite lives from an amortization
method to an impairment-only approach, whereby such intangible
assets will be evaluated at least annually or sooner if events
or circumstances occur indicating that they might be impaired.
Upon adoption of SFAS No. 142, amortization of goodwill
recorded for business combinations consummated prior to
July 1, 2001 will cease, and intangible assets acquired
prior to July 1, 2001 that do not meet the criteria for
recognition under SFAS No. 141 will be reclassified to
goodwill. The Company is required to adopt SFAS No. 142 on
February 4, 2002, the beginning of fiscal 2002, for
acquisitions consummated prior to July 1, 2001. The Company
is in the process of determining the impact these adoptions will
have on its financial position, results of operations and cash
flows.

Note 5  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 Stores Company Incorporated 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. The Company has no material financial obligations
with respect to PA.

6



---



CSK AUTO CORPORATION AND SUBSIDIARY


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

Note 6  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 fourth quarter of fiscal year 2000, with
payments of the settlement made during the first quarter of
fiscal 2001.

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 later in 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.

During the second quarter of fiscal 2001, the Company recorded a
$2 million charge for the settlement of certain other legal
claims.

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 7  Store Closing, Restructuring and
Other Profitability Enhancement Program Non-Recurring Charges

During the second quarter of fiscal 2001, the Companys
management implemented a Profitability Enhancement Program
(PEP) to reduce costs, improve operating
efficiencies and close under-performing stores. As a result of
the PEP, the Company recorded total restructuring and other
charges of $44.6 million

7



---



CSK AUTO CORPORATION AND SUBSIDIARY


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

during the quarter ended August 5, 2001. The following
paragraphs provide detailed information relating to the costs
that were recorded in connection with the PEP (in thousands):

|                                                                         |  |   |        | 
|------------------------------------------------------------------------ |  | - | ------ | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Amounts recorded as store losing and
	restructuring charges:             |  |   |        | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Reserve for store closing costs                                          |  | $ | 13,698 | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Write down of store site costs and store-related
	property and equipment |  |   | 6,649  | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Reserve for workforce reduction                                          |  |   | 400    | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Other                                                                    |  |   | 729    | 
|                                                                         |  |   |        | 
|                                                                         |  |   | 21,476 | 
|                                                                         |  |   |        | 
|Amounts recorded as charges to cost of
	sales:                           |  |   |        | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Provision for excess inventories                                         |  |   | 17,292 | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Actual costs incurred for inventory review and
	disposal                 |  |   | 5,800  | 
|                                                                         |  |   |        | 
|                                                                         |  |   | 23,092 | 
|                                                                         |  |   |        | 
|                                                                         |  | $ | 44,568 | 
|                                                                         |  |   |        | 

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 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. 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.

The allowance for store closing costs is included in accrued
expenses and other long-term liabilities in the accompanying
financial statements and consists primarily 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) operating expenses
associated with the closed store vacancy periods. Future rents
of closed stores will be incurred through the expiration of the
non-cancelable leases.

Under the PEP, the Company increased the store closing reserve
by approximately $13.7 million. Approximately $6.8 million of
this amount relates to the planned closure of 36 stores based on
several factors including market saturation, store
profitability, and store size and format. In addition, the
Company recorded an increase to the reserve of approximately
$6.9 million relating to existing closed stores that have longer
than anticipated vacancy periods as a result of the continued
economic slowdown and which were evaluated as part of the PEP.
The write-down of leasehold improvements and other store-related
property and equipment has been recorded as a direct reduction
of net property and equipment balances.

8



---



CSK AUTO CORPORATION AND SUBSIDIARY


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

Total activity in the provision for store closings and the
related store closing costs for the twenty-six weeks ended
August 5, 2001, including the impact of the PEP, is as
follows (in thousands):

|                              |                                                                       |                           |        |       |        | 
|----------------------------- | --------------------------------------------------------------------- | ------------------------- | ------ | ----- | ------ | 
|                             
|                             
|                             
|                             
|Balance, at February 4, 2001. |                                                                       | $                         | 1,552  |      
|                             
|                             
|                             
|                             
|Store closings costs:         |                                                                       |                           |        |      
|                             
|                             
|                             
|                             
|                              | Store closings costs, gross ($6,810 relating to
	PEP)                 |                           |        | 7,384 |       
|                             
|                             
|                             
|                             
|                              | Revisions in estimates ($6,888 relating to
	extended vacancy periods) |                           |        | 8,638 |       
|                              |                                                                       |                           |        |      
|                              |                                                                       | Store closings costs, net |        |       | 16,022 | 
|                             
|                             
|                             
|                             
|Payments                      |                                                                       |                           | (4,834 | )    
|                              |                                                                       |                           |        |      
|Balance, at August 5, 2001.   |                                                                       | $                         | 12,740 |      
|                              |                                                                       |                           |        |      

On a store count basis, closure activity and the remaining
number of stores to be closed are summarized as follows (plan
amendments represent stores deleted from a store closing plan):

|                           |  |                               |    |        |  |            |    |        |  |            |     |   |  |  |     |   |  |  |    | 
|-------------------------- |  | ----------------------------- | -- | ------ |  | ---------- | -- | ------ |  | ---------- | --- | - |  |  | --- | - |  |  | -- | 
|                           |  |                               |    |       
|                           |  | Number of Stores to be Closed |    |       
|                           |  |                               |    |       
|                           |  | Beginning                     |    | Stores |  | Plan       |    | Stores |  | Balance to
|Period                     |  | Balance                       |    | Added  |  | Amendments |    | Closed |  | be Closed 
|                           |  |                               |    |        |  |            |    |        |  |           
|Fiscal 1999                |  |                               | 29 |        |  |            | 87 |        |  |            | (11 | ) |  |  | (77 | ) |  |  | 28 | 
|                          
|                          
|                          
|                          
|Fiscal 2000                |  |                               | 28 |        |  |            | 24 |        |  |            | (1  | ) |  |  | (42 | ) |  |  | 9  | 
|                          
|                          
|                          
|                          
|Fiscal 2001 (year to date) |  |                               | 9  |        |  |            | 40 |        |  |            |    |   |  |  | (12 | ) |  |  | 37 | 

At August 5, 2001, there were 37 stores remaining to be
closed under the Companys store closing plans, comprised
of the following:

|                |  |              |    |            |  |        |    |            |  |  |     |   |  |  |    | 
|--------------- |  | ------------ | -- | ---------- |  | ------ | -- | ---------- |  |  | --- | - |  |  | -- | 
|Store Count by  |  | Stores in    |    | Plan       |  | Stores |    | Balance to
|Year of Accrual |  | Closing Plan |    | Amendments |  | Closed |    | Be Closed 
|                |  |              |    |            |  |        |    |           
|1999            |  |              | 87 |            |  |        | (2 | )          |  |  | (83 | ) |  |  | 2  | 
|               
|               
|               
|               
|2000            |  |              | 24 |            |  |        |   |            |  |  | (23 | ) |  |  | 1  | 
|               
|               
|               
|               
|2001            |  |              | 40 |            |  |        |   |            |  |  | (6  | ) |  |  | 34 | 
|                |  |              |    |            |  |        |    |            |  |  |     |   |  |  | 37 | 

Workforce Reduction

As a result of an internal review of general and administrative
functions, the Company terminated 36 employees. The terminated
employees worked primarily in human resources, information
technology and real estate. As a result of these actions, a
provision has been made for estimated severance and benefits of
approximately $0.4 million.

Other Restructuring
Charges

Other restructuring costs include estimates for early
terminations of equipment operating leases ($0.5 million) and
other costs.

Provision for Excess
Inventory and Related Charges

In conjunction with the PEP, the Company completed an inventory
review to: (1) increase inventory turnover;
(2) provide an optimal inventory level at each store and
depot location; (3) write down the inventory of the 36
stores planned for closure; and (4) liquidate inventory not
meeting the Companys new asset return levels. As a result
of the analysis, the Company has established a reserve for
excess inventories resulting from the decision to eliminate
certain products and to liquidate inventory from closed stores.
In conjunction with

9



---



CSK AUTO CORPORATION AND SUBSIDIARY


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

this decision, a provision of $17.3 million was recorded to
reduce inventory values. In addition, the Company incurred
actual costs during the quarter ended August 5, 2001 of
approximately $5.8 million related to labor, warehouse and
distribution, freight and other operating costs associated with
the inventory review and disposal. These costs are reflected as
cost of sales in the accompanying statement of operations for
the fiscal quarter ended August 5, 2001.

Note 8  Subsequent Events

Convertible Subordinated
Notes

During August 2001, subsequent to the end of the second quarter,
the Company issued $30.0 million aggregate principal amount of
7% convertible subordinated notes due September 1, 2006 in
a private placement. Interest on these notes is payable
semiannually on March 1 and September 1, commencing
March 1, 2002. The notes are convertible into 4,524,886
shares of common stock at a conversion price of $6.63 per share,
which represents a 10% premium to the average of the
Companys closing prices on the NYSE for the 10 days
preceding the issuance of the notes.

If the Company consummates a refinancing (as defined in the
notes) of its Senior Credit Facility, then the Company has the
right to force conversion of all of the unpaid principal amount
of the notes into the Companys common stock, at the stated
conversion price.

The note holders have the right to convert all or any portion of
the unpaid principal amount of these notes into common stock at
the conversion price at any time.

The Company intends to use the proceeds from this transaction to
deleverage its balance sheet and to pay vendors more quickly in
order to generate increased earnings through vendor allowances.

Stock Options

In August 2001, the Company cancelled outstanding stock options
to purchase an aggregate of 495,011 shares of the Companys
common stock, which options had been issued to certain
executives. The options covered by such cancellation had
exercise prices ranging from $17.50 to $32.25 per share, with a
weighted average exercise price of $26.34 per share. The
executives will be awarded new stock options to purchase an
aggregate of 495,011 shares of the Companys common stock
in February 2002, subject to their continued employment with the
Company. The exercise price of the new stock options will be the
greater of: (a) $11.00 per share; and (b) the fair
market value of CSK Auto Corporation common stock on the date of
grant.

10



---





|        |                                                                         
|------- | ------------------------------------------------------------------------
|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:

|                                            |  |                |       |                  |  |           |       |          |  |  |       |    |  |  |       |  
|------------------------------------------- |  | -------------- | ----- | ---------------- |  | --------- | ----- | -------- |  |  | ----- | -- |  |  | ----- | -
|                                            |  |                |       |                 
|                                            |  | Thirteen Weeks |       | Twenty-six Weeks
|                                            |  | Ended          |       | Ended           
|                                            |  |                |       |                 
|                                            |  | August 5,      |       | July 30,         |  | August 5, |       | July 30,
|                                            |  | 2001           |       | 2000             |  | 2001      |       | 2000    
|                                            |  |                |       |                  |  |           |       |         
|Net sales                                   |  |                | 100.0 | %                |  |           | 100.0 | %        |  |  | 100.0 | %  |  |  | 100.0 | %
|                                           
|                                           
|                                           
|                                           
|Cost of sales                               |  |                | 61.5  |                  |  |           | 53.7  |          |  |  | 57.2  |    |  |  | 52.5  |  
|                                            |  |                |       |                  |  |           |       |          |  |  |       |    |  |  |       |  
|Gross profit                                |  |                | 38.5  |                  |  |           | 46.3  |          |  |  | 42.8  |    |  |  | 47.5  |  
|                                           
|                                           
|                                           
|                                           
|Operating and administrative                |  |                | 38.3  |                  |  |           | 38.2  |          |  |  | 39.4  |    |  |  | 38.1  |  
|                                           
|                                           
|                                           
|                                           
|Store closing and other restructuring costs |  |                | 5.6   |                  |  |           | 1.1   |          |  |  | 3.3   |    |  |  | 0.8   |  
|                                           
|                                           
|                                           
|                                           
|Legal settlement                            |  |                | 0.5   |                  |  |           |      |          |  |  | 0.3   |    |  |  |      |  
|                                           
|                                           
|                                           
|                                           
|Transition and integration expenses         |  |                |      |                  |  |           | 3.0   |          |  |  |      |    |  |  | 3.1   |  
|                                           
|                                           
|                                           
|                                           
|Goodwill amortization                       |  |                | 0.4   |                  |  |           | 0.4   |          |  |  | 0.3   |    |  |  | 0.4   |  
|                                            |  |                |       |                  |  |           |       |          |  |  |       |    |  |  |       |  
|Operating profit (loss)                     |  |                | (6.3  | )                |  |           | 3.4   |          |  |  | (0.5  | )  |  |  | 5.0   |  
|                                           
|                                           
|                                           
|                                           
|Interest expense                            |  |                | 3.8   |                  |  |           | 4.1   |          |  |  | 4.3   |    |  |  | 4.1   |  
|                                           
|                                           
|                                           
|                                           
|Equity in loss on joint venture             |  |                |      |                  |  |           | 0.2   |          |  |  |      |    |  |  | 3.1   |  
|                                            |  |                |       |                  |  |           |       |          |  |  |       |    |  |  |       |  
|Income (loss) before income taxes           |  |                | (10.1 | )                |  |           | (0.7  | )        |  |  | (4.8  | )  |  |  | 0.9   |  
|                                           
|                                           
|                                           
|                                           
|Income tax expense (benefit)                |  |                | (3.9  | )                |  |           | (0.3  | )        |  |  | (1.9  | )  |  |  | 0.3   |  
|                                            |  |                |       |                  |  |           |       |          |  |  |       |    |  |  |       |  
|Net income (loss)                           |  |                | (6.2  | )%               |  |           | (0.4  | )%       |  |  | (2.9  | )% |  |  | 0.6   | %
|                                            |  |                |       |                  |  |           |       |          |  |  |       |    |  |  |       |  

Thirteen Weeks Ended August 5, 2001
Compared to Thirteen Weeks Ended July 30, 2000

Net sales for the thirteen weeks ended August 5, 2001 (the
second quarter of fiscal 2001) increased 2% to
$381.7 million from sales of $374.8 million in the thirteen
weeks ended July 30, 2000 (the second quarter of
fiscal 2000). Comparable store sales increased by 2%.
During the second quarter of fiscal 2001, we opened 3 stores,
relocated 1 store and closed 4 stores in addition to the store
closed due to relocation, 3 of which were closed in connection
with our previously announced Profitability Enhancement Program
(PEP). At August 5, 2001, we had 1,154 stores
in operation compared to 1,143 at the end of the second quarter
of fiscal 2000.

Gross profit was $147.1 million, or 38.5% of net sales, in the
second quarter of fiscal 2001 as compared to $173.5 million, or
46.3% of net sales, in the second quarter of fiscal 2000. The
lower realized gross profit margin was a result of lower vendor
volume purchase allowances due to a significant reduction in our
purchases of inventory and the result of lower vendor cash
discounts due to our failure to make prompt payment. We also
recorded a provision for excess inventory and related charges of
$23.1 million to cost of sales in the second quarter of fiscal
2001 reflecting our decision to close 36 stores and discontinue
certain inventory product lines as part of our PEP.

Operating and administrative expenses were $146.3 million, or
38.3% of net sales, for the second quarter of fiscal 2001 as
compared to $143.4 million, or 38.2% of net sales, for the
second quarter of fiscal 2000.

11



---



Operating loss was $24.0 million for the second quarter of
fiscal 2001 compared to a $13.6 million profit for the second
quarter of fiscal 2000. The decrease in operating profit
resulted primarily from lower gross profit margins as discussed
above, approximately $21.5 million of store closing and other
restructuring charges taken as part of our PEP, and
approximately $2.0 million relating to legal settlements.

During the comparable 2000 period, we incurred $11.1 million in
non-recurring expenses associated with the transition and
integration of store acquisitions.

Net interest expense for the second quarter of fiscal 2001
decreased to $14.7 million compared to $15.3 million for the
second quarter of fiscal 2000 due to lower average interest
rates and a slightly lower outstanding debt balance.

Income tax benefit for the second quarter of fiscal 2001 was
$14.8 million, compared to an income tax benefit of $0.9 million
for the second quarter of fiscal 2000. Our effective tax rate of
approximately 38.3% during the second quarter of fiscal 2001
remained relatively consistent with our rate of 38.2% in the
corresponding 2000 period.

As a result of the above factors, we incurred a net loss of
$23.8 million, or $0.86 per diluted common share, for the second
quarter of fiscal 2001, compared to net loss of $1.5 million, or
$0.05 per diluted common share, for the second quarter of fiscal
2000.

Twenty-six Weeks Ended August 5, 2001
Compared to Twenty-six Weeks Ended July 30, 2000

Net sales for the twenty-six weeks ended August 5, 2001
(first half of fiscal 2001) increased 1% to $737.8
million from sales of $731.2 million in the comparable period of
twenty-six weeks ended July 30, 2000 (first half of
fiscal 2000). Comparable store sales were flat for the
twenty-six weeks ended August 5, 2001.

Gross profit was $315.7 million, or 42.8% of net sales for the
first half of fiscal 2001, as compared to $347.0 million or
47.5% of net sales in the first half of fiscal 2000. The lower
realized gross profit margin was a result of lower vendor volume
purchase allowances in the period due to a reduction in
inventory. We have historically utilized prompt payment and
other cash discount programs offered by vendors. Because of the
need to pay for the class action lawsuit settlement and the term
loan amortization payments, we took efforts to retain cash
during the first half of fiscal 2001 and did not take full
advantage of the contractual vendor allowances. Management
estimates that this accounts for approximately $6.7 million of
the decline in gross profit over the first half of fiscal 2000.
In addition, we extended our payment terms with our vendors.
Certain vendors chose not to provide this support and, in
several cases, our fill rates from these vendors suffered as a
result. Based on internal stock-out reports and recent sales
activity, foregone sales and gross profit arising from
out-of-stock conditions are approximately $14.8 million and $6.6
million, respectively, during the twenty-six weeks ended
August 5, 2001. As more fully discussed below in
Liquidity, we have recently completed a $27.0
million additional borrowing under our Senior Credit Facility
and a private placement of $30 million of convertible notes.
This added liquidity will allow us to take better advantage of
these vendor discount programs during the remainder of the third
and fourth quarters of fiscal 2001. We also recorded a
non-recurring charge of $23.1 million to cost of sales in the
second quarter of fiscal 2001 as part of our PEP.

Operating and administrative expenses increased by $12.2 million
to $291.0 million, or 39.4% of net sales, for the first half of
fiscal 2001 from $278.8 million, or 38.1% of net sales, for the
first half of fiscal 2000. The increase relates to a full
twenty-six weeks of operating expenses for 22 stores acquired in
April 2000.

Operating loss was $3.8 million, or 0.5% of net sales, for the
first half of fiscal 2001 as compared to an operating profit of
$36.6 million, or 5.0% of net sales, for the first half of
fiscal 2000, due to the factors cited above, including the
impact of the PEP and legal settlements. During the comparable
2000 period, we incurred $22.5 million in non-recurring expenses
associated with the transition and integration of store
acquisitions.

Net interest expense for the first half of fiscal 2001 totaled
$31.4 million compared to $29.8 million for the first half of
fiscal 2000, primarily due to increased costs associated with
financing vendor payables.

12



---



Income tax benefit for the first half of fiscal 2001 was $13.6
million compared to income tax expense of $2.6 million for the
first half of fiscal 2000. Our effective tax rate of
approximately 38.7% during the first half of fiscal 2001
remained relatively consistent with our rate of 38.6% in the
corresponding 2000 period.

As a result of the above factors, we incurred a net loss of
$21.6 million, or $0.78 per diluted common share, for the first
half of fiscal 2001, compared to net income of $4.2 million, or
$0.15 per diluted common share, for the first half of fiscal
2000.

Restructuring and Other Non-Recurring Charges

During the second quarter of fiscal 2001, we implemented our PEP
to reduce costs, improve operating efficiencies and close
under-performing stores. This program includes the closure of 36
stores, the reserve for discontinued and excess inventory, costs
incurred associated with the inventory review and disposal, the
write-down of store site costs and store-related property and
equipment, a workforce reduction and other related charges. As a
result, we recorded total charges of $44.6 million, which
includes $21.5 million of store closing and other restructuring
costs and inventory charges of $23.1 million classified as cost
of sales. The following paragraphs provide detailed information
relating to the restructuring costs that were recorded.

Store Closing and Other Restructuring
Costs

Store Closing

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.
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.

During the fiscal quarter ended August 5, 2001, we recorded
$13.7 million for the closure of 36 stores based on several
factors including market saturation, store profitability, and
store size and format. The charge 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) operating expenses
associated with the closed store vacancy periods. These stores
are expected to be closed over the next twelve months. Of this
charge, $6.9 million related to existing closed stores that have
longer than anticipated vacancy periods as a result of the
continued economic slowdown.

Total activity relating to store closing costs for the
twenty-six weeks ended August 5, 2001, including the impact
of the PEP, is as follows (in thousands):

|                              |                                                                       |                           |        |       |        | 
|----------------------------- | --------------------------------------------------------------------- | ------------------------- | ------ | ----- | ------ | 
|                             
|                             
|                             
|                             
|Balance, at February 4, 2001. |                                                                       | $                         | 1,552  |      
|                             
|                             
|                             
|                             
|Store closings costs:         |                                                                       |                           |        |      
|                             
|                             
|                             
|                             
|                              | Store closings costs, gross ($6,810 relating to
	PEP)                 |                           |        | 7,384 |       
|                             
|                             
|                             
|                             
|                              | Revisions in estimates ($6,888 relating to
	extended vacancy periods) |                           |        | 8,638 |       
|                              |                                                                       |                           |        |      
|                              |                                                                       | Store closings costs, net |        |       | 16,022 | 
|                             
|                             
|                             
|                             
|Payments                      |                                                                       |                           | (4,834 | )    
|                              |                                                                       |                           |        |      
|Balance, at August 5, 2001.   |                                                                       | $                         | 12,740 |      
|                              |                                                                       |                           |        |      

13



---



On a store count basis, closure activity and the remaining
number of stores to be closed are summarized as follows (plan
amendments represent stores deleted from a store closing plan):

|                           |  |                               |    |        |  |            |    |        |  |            |     |   |  |  |     |   |  |  |    | 
|-------------------------- |  | ----------------------------- | -- | ------ |  | ---------- | -- | ------ |  | ---------- | --- | - |  |  | --- | - |  |  | -- | 
|                           |  |                               |    |       
|                           |  | Number of Stores to be Closed |    |       
|                           |  |                               |    |       
|                           |  | Beginning                     |    | Stores |  | Plan       |    | Stores |  | Balance to
|Period                     |  | Balance                       |    | Added  |  | Amendments |    | Closed |  | be Closed 
|                           |  |                               |    |        |  |            |    |        |  |           
|Fiscal 1999                |  |                               | 29 |        |  |            | 87 |        |  |            | (11 | ) |  |  | (77 | ) |  |  | 28 | 
|                          
|                          
|                          
|                          
|Fiscal 2000                |  |                               | 28 |        |  |            | 24 |        |  |            | (1  | ) |  |  | (42 | ) |  |  | 9  | 
|                          
|                          
|                          
|                          
|Fiscal 2001 (year to date) |  |                               | 9  |        |  |            | 40 |        |  |            |    |   |  |  | (12 | ) |  |  | 37 | 

At August 5, 2001, there were 37 stores remaining to be
closed under the Companys store closing plans, comprised
of the following:

|                |  |              |    |            |  |               |    |            |  |  |     |   |  |  |    | 
|--------------- |  | ------------ | -- | ---------- |  | ------------- | -- | ---------- |  |  | --- | - |  |  | -- | 
|Store Count by  |  | Stores in    |    | Plan       |  |               |    | Balance to
|Year of Accrual |  | Closing Plan |    | Amendments |  | Stores Closed |    | Be Closed 
|                |  |              |    |            |  |               |    |           
|1999            |  |              | 87 |            |  |               | (2 | )          |  |  | (83 | ) |  |  | 2  | 
|               
|               
|               
|               
|2000            |  |              | 24 |            |  |               |   |            |  |  | (23 | ) |  |  | 1  | 
|               
|               
|               
|               
|2001            |  |              | 40 |            |  |               |   |            |  |  | (6  | ) |  |  | 34 | 
|                |  |              |    |            |  |               |    |            |  |  |     |   |  |  | 37 | 

Other Restructuring
Costs

As a result of the consolidation of the regional operations and
general and administrative functions, we terminated 36 employees
and eliminated 84 open positions. The terminated employees
worked primarily in human resources, information technology and
real estate. As a result of these actions, the restructuring
charges included a provision for severance and benefits of
approximately $0.4 million.

We have also accrued other costs and charges incidental to the
restructuring. These costs include early termination fees for
operating lease commitments and other asset impairments
aggregating approximately $0.7 million.

Of the $1.1 million provision for total workforce reduction and
other restructuring costs, the remaining reserve at
August 5, 2001 was approximately $0.7 million.

Inventory and Related Charges

As a result of the Companys plan to increase the return on
its assets, the Company completed an inventory review to:
(1) increase inventory turnover; (2) provide an
optimal inventory level at each store location;
(3) liquidate inventory not meeting the Companys new
asset return levels; and (4) write down the inventory of
the 36 stores planned for closure. As a result of the
analysis, the Company has elected to establish a reserve for
excess inventories resulting from the decision to eliminate
certain product lines and to liquidate inventory from closed
stores. In conjunction with this decision, a provision of $17.3
million was recorded to reduce inventory values. In addition,
the Company incurred actual costs during the quarter ended
August 5, 2001 of approximately $5.8 million related to
labor, warehouse and distribution, freight and other operating
costs associated with the inventory review and disposal. These
costs are reflected as cost of sales in the accompanying
statement of operations for the fiscal quarter ended
August 5, 2001.

EBITDA

EBITDA represents income before interest expense, provision for
income taxes, depreciation and amortization expense, other
non-cash charges, extraordinary items and non-recurring charges.
While EBITDA is not intended to represent cash flow from
operations as defined by GAAP (and should not be considered as
an indicator of operating performance or an alternative to cash
flow as measured by GAAP), it is included herein because we
believe it is a meaningful measure which provides additional
information with respect to our ability to meet our future debt
service, capital expenditures and working capital requirements.

14



---





The computation of EBITDA for each of the respective periods
shown is as follows:

|                                  |                                          |                      |         |                        |  |           |        |          |  |   |         |        |  |   |        |        | 
|--------------------------------- | ---------------------------------------- | -------------------- | ------- | ---------------------- |  | --------- | ------ | -------- |  | - | ------- | ------ |  | - | ------ | ------ | 
|                                  |                                          |                      |         |                       
|                                  |                                          | Thirteen Weeks Ended |         | Twenty-six Weeks Ended
|                                  |                                          |                      |         |                       
|                                  |                                          | August 5,            |         | July 30,               |  | August 5, |        | July 30,
|                                  |                                          | 2001                 |         | 2000                   |  | 2001      |        | 2000    
|                                  |                                          |                      |         |                        |  |           |        |         
|Income (loss) before income taxes |                                          | $                    | (38,622 | )                      |  | $         | (2,421 | )        |  | $ | (35,182 | )      |  | $ | 6,806  |       
|                                 
|                                 
|                                 
|                                 
|Add back:                         |                                          |                      |         |                        |  |           |        |          |  |   |         |        |  |   |        |       
|                                 
|                                 
|                                 
|                                 
|                                  | Interest expense                         |                      |         | 14,663                 |  |           |        | 15,263   |  |   |         | 31,410 |  |   |        | 29,821 | 
|                                 
|                                 
|                                 
|                                 
|                                  | Depreciation expense                     |                      |         | 8,299                  |  |           |        | 8,352    |  |   |         | 16,659 |  |   |        | 16,078 | 
|                                 
|                                 
|                                 
|                                 
|                                  | Amortization expense                     |                      |         | 2,156                  |  |           |        | 2,390    |  |   |         | 4,165  |  |   |        | 3,868  | 
|                                 
|                                 
|                                 
|                                 
|                                  | Other non-recurring and non-cash charges |                      |         | 46,568                 |  |           |        | 16,684   |  |   |         | 49,728 |  |   |        | 28,862 | 
|                                  |                                          |                      |         |                        |  |           |        |          |  |   |         |        |  |   |        |       
|EBITDA                            |                                          | $                    | 33,064  |                        |  | $         | 40,268 |          |  | $ | 66,780  |        |  | $ | 85,435 |       
|                                  |                                          |                      |         |                        |  |           |        |          |  |   |         |        |  |   |        |       

Other non-recurring and non-cash charges included in the EBITDA
calculation consist primarily of store closing, restructuring
and other charges relating to the PEP (see Note 7) for the
fiscal 2001 periods, and of transition and integration costs for
acquired stores during the fiscal 2000 periods.

Management estimates that EBITDA for the twenty-six weeks ended
August 5, 2001 would have been approximately $9.3 million
higher than presented above had we implemented the PEP at the
beginning of the fiscal year and additionally would have been
higher by approximately $6.6 million had we not experienced the
out-of-stock conditions discussed earlier.

Outlook

Compared to actual results over the trailing twelve months, we
estimate that the store closures will reduce revenue for the
next twelve months by approximately $23.6 million and gross
profit by approximately $10.6 million. However, because such
stores were under-performing and due to the corresponding
expense reductions associated with the closings, we estimate
that operating profit should increase by approximately $4.0
million. In total, including the workforce reductions and
restructuring of operating leases, the PEP is expected to reduce
operating expenses by approximately $9.3 million during the
second half of fiscal 2001 and by approximately $16.5 million in
fiscal 2002 compared to the corresponding periods in the prior
year.

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 August 5, 2001, we had net working capital of
approximately $372.9 million and total liquidity (cash plus
availability under our revolving credit facility) of
approximately $36.1 million.

During the second quarter of fiscal 2001, we successfully
negotiated $27.0 million of additional financing under our
Senior Credit Facility and negotiated amendments to this
facility to permit the increased borrowing and to amend certain
covenant restrictions relating to outstanding debt levels. These
funds were used to pay the $27.3 million principal payment that
was due on the Senior Credit Facility on June 30, 2001.
Another $27.3 million principal payment is due on the Senior
Credit Facility as of December 30, 2001. Currently, we are
reviewing various options to refinance our Senior Credit
Facility.

During the third quarter of fiscal 2001, we issued $30.0 million
aggregate principal amount of 7% convertible subordinated notes
due September 1, 2006. This added liquidity will allow us
to take advantage of certain vendor discount programs during the
remainder of the third and fourth quarters of fiscal 2001. The
notes provided us with immediate, additional liquidity through
subordinated, equity-linked capital that will

15



---





During fiscal 2000, we finalized an agreement to settle the
class action lawsuits (see Note 6 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. During the second quarter of fiscal
2001, we also reserved $2.0 million for certain other legal
claims and expect to pay such amounts during the remainder of
fiscal 2001 and 2002.

For the first half of fiscal 2001, net cash provided by
operating activities was $27.2 million compared to $19.8 million
of cash provided by operating activities during the comparable
period in fiscal 2000. The largest component of the change in
cash flows from operating activities relates to our increase in
accounts payable, where $26.0 million of cash was provided due
to our extending vendor payment terms during the first half of
fiscal 2001 compared to $11.8 million provided through such
means during the comparable period in fiscal 2000. This increase
in cash availability was offset by $20.3 million used to
purchase inventory to support our summer selling season. In
addition, during the first half of fiscal 2001, we recorded
$22.9 million of non-cash charges related to restructuring and
asset impairments as a result of our PEP.

Net cash used in investing activities totaled $4.9 million for
the first half of fiscal 2001, compared to $19.6 million used
during the first half of 2000. The decrease in cash used in
investing activities was primarily the result of $9.9 million
less in capital expenditures and an increase of $2.0 million in
proceeds from the sale of fixed assets during the current fiscal
period.

Net cash used in financing activities totaled $19.3 million for
the first half of fiscal 2001 compared to $1.0 million of net
cash provided by financing activities in the comparable period
of fiscal 2000. In the first half of fiscal 2001, we made net
payments of $12.3 million under the Senior Credit Facility
compared to net borrowings of $9.3 million for the comparable
period in fiscal 2000.

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.

16



---



PART II

OTHER INFORMATION

Item 1.  Legal Proceedings

As previously disclosed, on May 4, 1998, a lawsuit was
filed against us 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. We were 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. We have 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 fourth quarter of fiscal 2000 with payments of
the settlement made during the first quarter of fiscal 2001.

We were 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 us. The complaint alleges
that we 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. We believe the suit is without merit
and we plan to vigorously defend it. We, with other defendants,
have filed a motion to dismiss and certain other procedural
motions. A decision on these motions is not anticipated until
later in fiscal 2001. We do not currently believe that this
complaint will result in liabilities material to our
consolidated financial position, results of operations or cash
flows.

During the second quarter of fiscal 2001, we recorded a
$2 million reserve for the settlement of certain other
legal claims.

We currently and from time to time are involved in other
litigation incidental to the conduct of our 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, we do not currently believe that,
in the aggregate, they will result in liabilities material to
our 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

17



---



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

We held our annual meeting of stockholders on June 19,
2001. The following are the results of certain matters voted
upon at the meeting:



| |    |                                                                                                                                         
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------
| | I. | Stockholders elected thirteen directors to serve until the 2002
	Annual Meeting of the Stockholders. The stockholders voted as
	follows:

|                       |  |            |  |          
|---------------------- |  | ---------- |  | ---------
|Directors              |  | Vote for   |  | Withheld 
|                       |  |            |  |          
|Maynard Jenkins        |  | 24,237,591 |  | 436,789  
|                      
|                      
|                      
|                      
|James Bazlen           |  | 24,555,876 |  | 118,504  
|                      
|                      
|                      
|                      
|John F. Antioco        |  | 24,600,948 |  | 73,432   
|                      
|                      
|                      
|                      
|Morton Godlas          |  | 24,596,576 |  | 77,804   
|                      
|                      
|                      
|                      
|Charles Griffith       |  | 24,551,248 |  | 123,132  
|                      
|                      
|                      
|                      
|Charles K. Marquis     |  | 24,553,676 |  | 120,704  
|                      
|                      
|                      
|                      
|Christopher J. OBrien |  | 23,046,545 |  | 1,627,835
|                      
|                      
|                      
|                      
|Mamoun Askari          |  | 23,218,635 |  | 1,455,745
|                      
|                      
|                      
|                      
|Robert Smith           |  | 24,019,348 |  | 655,032  
|                      
|                      
|                      
|                      
|Christopher J. Stadler |  | 24,100,576 |  | 573,804  
|                      
|                      
|                      
|                      
|Jules Trump            |  | 24,003,867 |  | 670,513  
|                      
|                      
|                      
|                      
|Eddie Trump            |  | 24,049,967 |  | 624,413  
|                      
|                      
|                      
|                      
|Savio W. Tung          |  | 22,606,610 |  | 2,067,770



| |     |                                                                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | II. | Stockholders ratified the appointment of PricewaterhouseCoopers
	LLP as independent accountants for the fiscal year ending
	February 3, 2002. The stockholders voted as follows:

|                |  |                 |  |                
|--------------- |  | --------------- |  | ---------------
|For: 24,601,070 |  | Against: 54,860 |  | Abstain: 18,450



| |      |                                                                                                                                                    
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | III. | Stockholders approved the adoption of the 2001 Executive
	Incentive Program covering certain senior executives. The
	stockholders voted as follows:

|                |  |                  |  |                
|--------------- |  | ---------------- |  | ---------------
|For: 24,004,285 |  | Against: 642,112 |  | Abstain: 27,983

Item 5.  Other Information

NONE

18



---



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 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 on 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).                                                                                                                                           
|4.01.3 |  | Amendment No. 3 to the Third Amended and
	Restated Credit Agreement, dated as of June 27, 2001.                                                                                                                                                                                                                                                                                            

(b)  Reports on Form 8-K:

On June 29, 2001, the Company filed a current report on
Form 8-K to report, under Item 5 thereof, the
completion of an amendment to its existing Senior Credit
Facility.

On August 23, 2001, the Company filed a current report on
Form 8-K to report, under Item 5 thereof, the
initiation of several strategic and financial initiatives aimed
at improving the Companys balance sheet and enhancing its
future profitability.

19



---



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: September 19, 2001

20



---



Exhibit Index

|        |  |                                                                                                                                                                                                                                                                                                                                                                                            
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                            
|Number  |  | Description                                                                                                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                            
|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 on 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).                                                                                                                                           
|4.01.3  |  | Amendment No. 3 to the Third Amended and
	Restated Credit Agreement, dated as of June 27, 2001.                                                                                                                                                                                                                                                                                            

21