##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




---

Form 10-Q

|           |  |                                                                                                 
|---------- |  | ------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                 
|          
|þ          |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934 
|          
|           |  | For the quarterly period ended
    November 2, 2003                                             
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|           |  | For the transition period
    from           to                                                 

Commission File Number 001-13927

CSK Auto Corporation


(Exact name of registrant as specified in its
charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|Delaware                                                           |  | 86-0765798                              
|(State or other jurisdiction of
    Incorporation or organization) |  | (I.R.S. Employer
    Identification No.)
|                                                                  
|645 E. Missouri Ave. Suite 400, Phoenix,
    Arizona               |  | 85012                                   
|(Address of principal executive
    offices)                       |  | (Zip Code)                              

(602) 265-9200

(Registrants telephone number, including
area code)


N/A

(Former name, former address and former fiscal
year,


if changed since last reports)


Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past 90 days.

Yes þ          No o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Exchange Act
Rule 12b-2).

Yes þ          No o

As of December 5, 2003, CSK Auto Corporation
had 46,449,795 shares of common stock outstanding.



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---

TABLE OF CONTENTS



|                          |                                                                                               |  |  |  |  |  |  | 
|------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                   
|                          | FINANCIAL INFORMATION                                                                        
|                          | CONSOLIDATED BALANCE SHEETS                                                                  
|                          | CONSOLIDATED STATEMENTS OF OPERATIONS                                                        
|                          | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                   
|                          | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                          | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                          | Item 4. Controls and Procedures                                                              
|PART II OTHER INFORMATION
|                          | Item 1. Legal Proceedings                                                                    
|                          | Item 2. Changes in Securities and Use of Proceeds                                            
|                          | Item 3. Defaults upon Senior Securities                                                      
|                          | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                          | Item 5. Other Information                                                                    
|                          | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURE                
|EXHIBIT INDEX            
|Ex-31.01                 
|Ex-31.02                 
|Ex-32.01                 



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##### Table of Contents



TABLE OF CONTENTS

|                                   |  |                                                                                           |    |      |    | 
|---------------------------------- |  | ----------------------------------------------------------------------------------------- | -- | ---- | -- | 
|                                   |  |                                                                                           |    | Page
|                                   |  |                                                                                           |    |     
|PART I  Financial
    Information
|Item 1.                            |  | Financial Statements (unaudited)                                                          |    |      |    | 
|                                   |  | Consolidated Balance Sheets                                                               |    |      | 2  | 
|                                   |  | Consolidated Statements of Operations                                                     |    |      | 3  | 
|                                   |  | Consolidated Statement of Stockholders
    Equity                                        |    |      | 4  | 
|                                   |  | Consolidated Statements of Cash Flows                                                     |    |      | 5  | 
|                                   |  | Notes to Consolidated Financial Statements                                                |    |      | 6  | 
|Item 2.                            |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations |    |      | 13 | 
|Item 3.                            |  | Quantitative and Qualitative Disclosures About
    Market Risk                            |    |      | 22 | 
|Item 4.                            |  | Controls and Procedures                                                                   |    |      | 21 | 
|PART II  Other
    Information   
|Item 1.                            |  | Legal Proceedings                                                                         |    |      | 21 | 
|Item 2.                            |  | Changes in Securities and Use of Proceeds                                                 |    |      | 21 | 
|Item 3.                            |  | Defaults upon Senior Securities                                                           |    |      | 21 | 
|Item 4.                            |  | Submission of Matters to a Vote of Security
    Holders                                   |    |      | 21 | 
|Item 5.                            |  | Other Information                                                                         |    |      | 21 | 
|Item 6.                            |  | Exhibits and Reports on Form 8-K                                                          |    |      | 22 | 
|Signature                          |  |                                                                                           | 24 |     

1



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##### Table of Contents






PART I






FINANCIAL INFORMATION




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

CSK AUTO CORPORATION AND
SUBSIDIARIES






CONSOLIDATED BALANCE SHEETS


(In thousands, except share data)


|                                                                      |                                                                                                                                                                                         |                                            |         |             |           |   |         |           |           | 
|--------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | ----------- | --------- | - | ------- | --------- | --------- | 
|                                                                      |                                                                                                                                                                                         | November 2,                                |         | February 2,
|                                                                      |                                                                                                                                                                                         | 2003                                       |         | 2003       
|                                                                      |                                                                                                                                                                                         |                                            |         |            
|                                                                      |                                                                                                                                                                                         | (Unaudited)                                |         |            
|ASSETS                                                               
|Cash and cash equivalents                                             |                                                                                                                                                                                         | $                                          | 46,852  |             |           | $ | 15,519  |          
|Receivables, net of allowances of $1,939 and
    $2,736, respectively |                                                                                                                                                                                         |                                            | 111,105 |             |           |   | 111,639 |          
|Inventories                                                           |                                                                                                                                                                                         |                                            | 684,051 |             |           |   | 650,783 |          
|Prepaid expenses and other current assets                             |                                                                                                                                                                                         |                                            | 19,234  |             |           |   | 14,871  |          
|                                                                      |                                                                                                                                                                                         |                                            |         |             |           |   |         |          
|                                                                      | Total current assets                                                                                                                                                                    |                                            |         | 861,242     |           |   |         | 792,812   |          
|                                                                      |                                                                                                                                                                                         |                                            |         |             |           |   |         |          
|Property and equipment, net                                           |                                                                                                                                                                                         |                                            | 122,507 |             |           |   | 130,745 |          
|Leasehold interests, net                                              |                                                                                                                                                                                         |                                            | 12,684  |             |           |   | 14,017  |          
|Goodwill                                                              |                                                                                                                                                                                         |                                            | 127,069 |             |           |   | 127,069 |          
|Other assets, net                                                     |                                                                                                                                                                                         |                                            | 20,530  |             |           |   | 27,379  |          
|                                                                      |                                                                                                                                                                                         |                                            |         |             |           |   |         |          
|                                                                      | Total assets                                                                                                                                                                            |                                            | $       | 1,144,032   |           |   | $       | 1,092,022 |          
|                                                                      |                                                                                                                                                                                         |                                            |         |             |           |   |         |          
|LIABILITIES AND STOCKHOLDERS
    EQUITY                             
|Accounts payable                                                      |                                                                                                                                                                                         | $                                          | 154,963 |             |           | $ | 164,430 |          
|Accrued payroll and related expenses                                  |                                                                                                                                                                                         |                                            | 41,199  |             |           |   | 41,421  |          
|Accrued expenses and other current liabilities                        |                                                                                                                                                                                         |                                            | 54,062  |             |           |   | 41,602  |          
|Deferred income taxes                                                 |                                                                                                                                                                                         |                                            | 15,438  |             |           |   | 6,006   |          
|Current maturities of senior credit facility                          |                                                                                                                                                                                         |                                            | 2,000   |             |           |   |        |          
|Current maturities of capital lease obligations                       |                                                                                                                                                                                         |                                            | 10,641  |             |           |   | 10,604  |          
|                                                                      |                                                                                                                                                                                         |                                            |         |             |           |   |         |          
|                                                                      | Total current liabilities                                                                                                                                                               |                                            |         | 278,303     |           |   |         | 264,063   |          
|                                                                      |                                                                                                                                                                                         |                                            |         |             |           |   |         |          
|Long term debt, less current maturities                               |                                                                                                                                                                                         |                                            | 480,182 |             |           |   | 492,607 |          
|Obligations under capital leases                                      |                                                                                                                                                                                         |                                            | 14,286  |             |           |   | 21,756  |          
|Deferred income taxes                                                 |                                                                                                                                                                                         |                                            | 13,310  |             |           |   | 3,464   |          
|Other                                                                 |                                                                                                                                                                                         |                                            | 6,887   |             |           |   | 7,950   |          
|                                                                      |                                                                                                                                                                                         |                                            |         |             |           |   |         |          
|                                                                      | Total non-current liabilities                                                                                                                                                           |                                            |         | 514,665     |           |   |         | 525,777   |          
|                                                                      |                                                                                                                                                                                         |                                            |         |             |           |   |         |          
|Commitments and contingencies                                         |                                                                                                                                                                                         |                                            |         |             |           |   |         |          
|Stockholders equity:                                                 |                                                                                                                                                                                         |                                            |         |             |           |   |         |          
|                                                                      | Common stock, $0.01 par value,
    58,000,000 shares authorized, 46,287,247 and
    45,148,230 shares issued and outstanding at
    November 2, 2003 and February 2, 2003, respectively |                                            |         | 463         |           |   |         | 452       |          
|                                                                      | Additional paid-in capital                                                                                                                                                              |                                            |         | 463,555     |           |   |         | 448,279   |          
|                                                                      | Stockholder receivable                                                                                                                                                                  |                                            |         | (126        | )         |   |         | (342      | )        
|                                                                      | Accumulated deficit                                                                                                                                                                     |                                            |         | (112,828    | )         |   |         | (146,207  | )        
|                                                                      |                                                                                                                                                                                         |                                            |         |             |           |   |         |          
|                                                                      |                                                                                                                                                                                         | Total stockholders equity                 |         |             | 351,064   |   |         |           | 302,182   | 
|                                                                      |                                                                                                                                                                                         |                                            |         |             |           |   |         |          
|                                                                      |                                                                                                                                                                                         | Total liabilities and stockholders equity |         | $           | 1,144,032 |   |         | $         | 1,092,022 | 
|                                                                      |                                                                                                                                                                                         |                                            |         |             |           |   |         |          

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

2



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES






CONSOLIDATED STATEMENTS OF
OPERATIONS


(Unaudited)


(In thousands, except share and per share
data)


|                                           |                                |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |         | 
|------------------------------------------ | ------------------------------ | -------------------- | ---------- | ----------------------- |  | ----------- | ---------- | ----------- |  | - | ---------- | ------- |  | - | ---------- | ------- | 
|                                           |                                |                      |            |                        
|                                           |                                | Thirteen Weeks Ended |            | Thirty-Nine Weeks Ended
|                                           |                                |                      |            |                        
|                                           |                                | November 2,          |            | November 3,             |  | November 2, |            | November 3,
|                                           |                                | 2003                 |            | 2002                    |  | 2003        |            | 2002       
|                                           |                                |                      |            |                         |  |             |            |            
|Net sales                                  |                                | $                    | 409,750    |                         |  | $           | 383,045    |             |  | $ | 1,205,713  |         |  | $ | 1,156,901  |        
|Cost of sales                              |                                |                      | 217,565    |                         |  |             | 202,266    |             |  |   | 644,802    |         |  |   | 628,924    |        
|                                           |                                |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|Gross profit                               |                                |                      | 192,185    |                         |  |             | 180,779    |             |  |   | 560,911    |         |  |   | 527,977    |        
|Other costs and expenses:                  |                                |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|                                           | Operating and administrative   |                      |            | 154,886                 |  |             |            | 149,367     |  |   |            | 462,084 |  |   |            | 443,570 | 
|                                           | Store closing costs            |                      |            | 203                     |  |             |            | 12          |  |   |            | 339     |  |   |            | 551     | 
|                                           | Loss on sale of stores         |                      |            |                        |  |             |            |            |  |   |            |        |  |   |            | 847     | 
|                                           | Secondary stock offering costs |                      |            | 182                     |  |             |            |            |  |   |            | 182     |  |   |            | 265     | 
|                                           |                                |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|Operating profit                           |                                |                      | 36,914     |                         |  |             | 31,400     |             |  |   | 98,306     |         |  |   | 82,744     |        
|Interest expense                           |                                |                      | 12,396     |                         |  |             | 14,243     |             |  |   | 39,583     |         |  |   | 48,201     |        
|Loss on debt retirement                    |                                |                      |           |                         |  |             |           |             |  |   | 4,315      |         |  |   | 6,008      |        
|                                           |                                |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|Income before income taxes                 |                                |                      | 24,518     |                         |  |             | 17,157     |             |  |   | 54,408     |         |  |   | 28,535     |        
|Income tax expense                         |                                |                      | 9,476      |                         |  |             | 6,471      |             |  |   | 21,029     |         |  |   | 10,382     |        
|                                           |                                |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|Net income                                 |                                | $                    | 15,042     |                         |  | $           | 10,686     |             |  | $ | 33,379     |         |  | $ | 18,153     |        
|                                           |                                |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|Basic earnings per share:                  |                                |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|                                           | Net income                     |                      | $          | 0.33                    |  |             | $          | 0.24        |  |   | $          | 0.74    |  |   | $          | 0.46    | 
|                                           |                                |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|Shares used in computing per share amounts |                                |                      | 45,826,604 |                         |  |             | 45,154,866 |             |  |   | 45,396,383 |         |  |   | 39,129,499 |        
|                                           |                                |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|Diluted earnings per share:                |                                |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|                                           | Net income                     |                      | $          | 0.33                    |  |             | $          | 0.24        |  |   | $          | 0.73    |  |   | $          | 0.46    | 
|                                           |                                |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|Shares used in computing per share amounts |                                |                      | 46,238,571 |                         |  |             | 45,313,673 |             |  |   | 45,619,257 |         |  |   | 39,236,096 |        
|                                           |                                |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        

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

3



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS
EQUITY

(In thousands, except share data)


|                                                               |  |              |            |            |  |             |     |             |  |         |         |        |  |   |      |   |  |   |          |   |  |   |         | 
|-------------------------------------------------------------- |  | ------------ | ---------- | ---------- |  | ----------- | --- | ----------- |  | ------- | ------- | ------ |  | - | ---- | - |  | - | -------- | - |  | - | ------- | 
|                                                               |  |              |            |            |  |             |     |             |  |        
|                                                               |  | Common Stock |            | Additional |  |             |     |             |  |        
|                                                               |  |              |            | Paid-in    |  | Stockholder |     | Accumulated |  | Total  
|                                                               |  | Shares       |            | Amount     |  | Capital     |     | Receivable  |  | Deficit |         | Equity
|                                                               |  |              |            |            |  |             |     |             |  |         |         |       
|Balances at February 2, 2003                                   |  |              | 45,148,230 |            |  | $           | 452 |             |  | $       | 448,279 |        |  | $ | (342 | ) |  | $ | (146,207 | ) |  | $ | 302,182 | 
|Exercise of stock options (unaudited)                          |  |              | 1,138,090  |            |  |             | 11  |             |  |         | 13,404  |        |  |   |     |   |  |   |         |   |  |   | 13,415  | 
|Issuances of restricted stock (unaudited)                      |  |              | 927        |            |  |             |    |             |  |         | 13      |        |  |   |     |   |  |   |         |   |  |   | 13      | 
|Tax benefit relating to stock option exercises
    (unaudited) |  |              |           |            |  |             |    |             |  |         | 1,859   |        |  |   |     |   |  |   |         |   |  |   | 1,859   | 
|Repayment of receivable (unaudited)                            |  |              |           |            |  |             |    |             |  |         |        |        |  |   | 216  |   |  |   |         |   |  |   | 216     | 
|Net income (unaudited)                                         |  |              |           |            |  |             |    |             |  |         |        |        |  |   |     |   |  |   | 33,379   |   |  |   | 33,379  | 
|                                                               |  |              |            |            |  |             |     |             |  |         |         |        |  |   |      |   |  |   |          |   |  |   |         | 
|Balances at November 2, 2003 (unaudited)                       |  |              | 46,287,247 |            |  | $           | 463 |             |  | $       | 463,555 |        |  | $ | (126 | ) |  | $ | (112,828 | ) |  | $ | 351,064 | 
|                                                               |  |              |            |            |  |             |     |             |  |         |         |        |  |   |      |   |  |   |          |   |  |   |         | 

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

4



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH
FLOWS

(Unaudited)


(In thousands)


|                                               |                                                                                       |                                                                      |                                                                     |             |         |         |        |          |         |         |  
|---------------------------------------------- | ------------------------------------------------------------------------------------- | -------------------------------------------------------------------- | ------------------------------------------------------------------- | ----------- | ------- | ------- | ------ | -------- | ------- | ------- | -
|                                               |                                                                                       |                                                                     
|                                               |                                                                                       | Thirty-Nine Weeks Ended                                             
|                                               |                                                                                       |                                                                     
|                                               |                                                                                       | November 2,                                                          |                                                                     | November 3,
|                                               |                                                                                       | 2003                                                                 |                                                                     | 2002       
|                                               |                                                                                       |                                                                      |                                                                     |            
|Cash flows from operating activities:          |                                                                                       |                                                                      |                                                                     |             |         |         |        |         
|                                               | Net income                                                                            |                                                                      | $                                                                   | 33,379      |         |         | $      | 18,153   |        
|                                               | Adjustments to reconcile net income to net cash
    provided by operating activities: |                                                                      |                                                                     |             |         |         |        |          |        
|                                               |                                                                                       | Depreciation and amortization of property and
    equipment          |                                                                     |             | 22,999  |         |        |          | 23,944  |        
|                                               |                                                                                       | Amortization of deferred financing costs                             |                                                                     |             | 3,201   |         |        |          | 4,044   |        
|                                               |                                                                                       | Amortization of long term debt fair market value
    adjustment      |                                                                     |             | (807    | )       |        |          |        |        
|                                               |                                                                                       | Amortization of other items                                          |                                                                     |             | 2,897   |         |        |          | 2,817   |        
|                                               |                                                                                       | Accretion of discount                                                |                                                                     |             | 702     |         |        |          | 682     |        
|                                               |                                                                                       | Write downs on disposals of property, equipment
    and other assets |                                                                     |             | 683     |         |        |          | 769     |        
|                                               |                                                                                       | Tax benefit relating to stock options                                |                                                                     |             | 1,859   |         |        |          |        |        
|                                               |                                                                                       | Write off of debt issuance costs                                     |                                                                     |             | 2,268   |         |        |          | 1,640   |        
|                                               |                                                                                       | Premium paid on early retirement of debt                             |                                                                     |             | (350    | )       |        |          | (4,368  | )      
|                                               |                                                                                       | Loss on sale of stores                                               |                                                                     |             |        |         |        |          | 847     |        
|                                               |                                                                                       | Proceeds from interest rate swap termination                         |                                                                     |             | 6,031   |         |        |          |        |        
|                                               |                                                                                       | Deferred income taxes                                                |                                                                     |             | 19,278  |         |        |          | 10,941  |        
|                                               |                                                                                       | Change in operating assets and liabilities:                          |                                                                     |             |         |         |        |          |         |        
|                                               |                                                                                       |                                                                      | Receivables                                                         |             |         | 534     |        |          |         | (18,161 | )
|                                               |                                                                                       |                                                                      | Inventories                                                         |             |         | (33,268 | )      |          |         | (43,487 | )
|                                               |                                                                                       |                                                                      | Prepaid expenses and other current assets                           |             |         | (4,363  | )      |          |         | 3,047   |  
|                                               |                                                                                       |                                                                      | Accounts payable                                                    |             |         | (9,467  | )      |          |         | 17,813  |  
|                                               |                                                                                       |                                                                      | Accrued payroll, accrued expenses and other
    current liabilities |             |         | 12,238  |        |          |         | (1,115  | )
|                                               |                                                                                       |                                                                      | Other operating activities                                          |             |         | 1,249   |        |          |         | 3,321   |  
|                                               |                                                                                       |                                                                      |                                                                     |             |         |         |        |         
|                                               |                                                                                       | Net cash provided by operating activities                            |                                                                     |             | 59,063  |         |        |          | 20,887  |        
|                                               |                                                                                       |                                                                      |                                                                     |             |         |         |        |         
|Cash flows from investing activities:          |                                                                                       |                                                                      |                                                                     |             |         |         |        |         
|                                               | Capital expenditures                                                                  |                                                                      |                                                                     | (10,568     | )       |         |        | (5,681   | )      
|                                               | Proceeds from sale of property and equipment                                          |                                                                      |                                                                     | 26          |         |         |        | 2,188    |        
|                                               | Proceeds from sale of stores                                                          |                                                                      |                                                                     |            |         |         |        | 4,217    |        
|                                               | Other investing activities                                                            |                                                                      |                                                                     | (2,568      | )       |         |        | (2,699   | )      
|                                               |                                                                                       |                                                                      |                                                                     |             |         |         |        |         
|                                               |                                                                                       | Net cash used in investing activities                                |                                                                     |             | (13,110 | )       |        |          | (1,975  | )      
|                                               |                                                                                       |                                                                      |                                                                     |             |         |         |        |         
|Cash flows from financing activities:          |                                                                                       |                                                                      |                                                                     |             |         |         |        |         
|                                               | Borrowings under Senior Credit Facility                                               |                                                                      |                                                                     | 291,000     |         |         |        | 247,000  |        
|                                               | Payments under Senior Credit Facility                                                 |                                                                      |                                                                     | (293,000    | )       |         |        | (265,000 | )      
|                                               | Issuance of common stock in public offering                                           |                                                                      |                                                                     |            |         |         |        | 82,540   |        
|                                               | Underwriters discount and other financing
    costs                                  |                                                                      |                                                                     |            |         |         |        | (4,398   | )      
|                                               | Retirement of 11% Senior Subordinated Notes                                           |                                                                      |                                                                     | (9,547      | )       |         |        | (71,703  | )      
|                                               | Payment of debt issuance costs                                                        |                                                                      |                                                                     | (4,162      | )       |         |        | (1,113   | )      
|                                               | Payments on capital lease obligations                                                 |                                                                      |                                                                     | (12,335     | )       |         |        | (7,565   | )      
|                                               | Loan to stockholder                                                                   |                                                                      |                                                                     |            |         |         |        | (125     | )      
|                                               | Proceeds from repayment of stockholder receivable                                     |                                                                      |                                                                     | 216         |         |         |        | 334      |        
|                                               | Proceeds from exercise of stock options                                               |                                                                      |                                                                     | 13,415      |         |         |        | 161      |        
|                                               | Other financing activities                                                            |                                                                      |                                                                     | (207        | )       |         |        | 43       |        
|                                               |                                                                                       |                                                                      |                                                                     |             |         |         |        |         
|                                               |                                                                                       | Net cash used in financing activities                                |                                                                     |             | (14,620 | )       |        |          | (19,826 | )      
|                                               |                                                                                       |                                                                      |                                                                     |             |         |         |        |         
|                                               |                                                                                       | Net increase (decrease) in cash and cash
    equivalents             |                                                                     |             | 31,333  |         |        |          | (914    | )      
|Cash and cash equivalents, beginning of period |                                                                                       |                                                                      | 15,519                                                              |             |         |         | 16,084 |         
|                                               |                                                                                       |                                                                      |                                                                     |             |         |         |        |         
|Cash and cash equivalents, end of period       |                                                                                       | $                                                                    | 46,852                                                              |             |         | $       | 15,170 |         
|                                               |                                                                                       |                                                                      |                                                                     |             |         |         |        |         

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

5



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES






NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


Thirteen and Thirty-Nine Weeks Ended
November 2, 2003


CSK Auto Corporation is a holding company. At
November 2, 2003, CSK Auto Corporation had no business
activity other than its investment in CSK Auto, Inc.
(Auto), a wholly owned subsidiary. On a consolidated
basis, CSK Auto Corporation and its subsidiaries are referred to
herein as the Company, we,
us, or our.

Auto is a specialty retailer of automotive
aftermarket parts and accessories. At November 2, 2003, we
operated 1,108 stores in 19 states as a fully integrated company
and single business segment under three brand names: Checker
Auto Parts, founded in 1969 and operating in the Southwestern,
Rocky Mountain and Northern Plains states and Hawaii;
Schucks Auto Supply, founded in 1917 and operating in the
Pacific Northwest and Alaska; and Kragen Auto Parts, founded in
1947 and operating primarily in California.

Note 1  Basis of
Presentation

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

Certain amounts in the prior years
financial statements have been reclassified to conform to the
current year presentation. This has no impact on previously
reported financial position, results of operations or cash flows.

Note 2  Change in Accounting
Principle

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

6



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Thirteen and Thirty-Nine Weeks Ended
November 2, 2003


In the thirteen and thirty-nine weeks ended
November 3, 2002, vendor allowances totaling approximately
$2.4 million and $10.2 million, respectively, were
classified as a reduction to advertising expense (in operating
and administrative expense) rather than as a reduction to cost
of sales as currently required by EITF 02-16. The following
table adjusts the amounts reported for cost of sales, gross
margin and operating and administrative expenses from the
thirteen and thirty-nine weeks ended November 3, 2002 to be
comparable with current requirements of EITF 02-16:

|                                     |                                                            |                      |         |                         |   |             |         |              |   |  |         |      |   |  |         |      |  
|------------------------------------ | ---------------------------------------------------------- | -------------------- | ------- | ----------------------- | - | ----------- | ------- | ------------ | - |  | ------- | ---- | - |  | ------- | ---- | -
|                                     |                                                            |                      |         |                        
|                                     |                                                            | Thirteen Weeks Ended |         | Thirty-Nine Weeks Ended
|                                     |                                                            | November 3, 2002     |         | November 3, 2002       
|                                     |                                                            |                      |         |                        
|                                     |                                                            |                      |         | Adjusted for            |   |             |         | Adjusted for
|                                     |                                                            | As Reported          |         | EITF 02-16              |   | As Reported |         | EITF 02-16  
|                                     |                                                            |                      |         |                         |   |             |         |             
|                                     |                                                            |                     
|                                     |                                                            | ($ in thousands)    
|Cost of sales                        |                                                            |                      | 202,266 |                         |   |             | 199,857 |              |   |  | 628,924 |      |   |  | 618,682 |     
|                                     | Cost of sales, percent to sales                            |                      |         | 52.8                    | % |             |         | 52.2         | % |  |         | 54.4 | % |  |         | 53.5 | %
|Gross profit                         |                                                            |                      | 180,779 |                         |   |             | 183,188 |              |   |  | 527,977 |      |   |  | 538,219 |     
|                                     | Gross profit, percent to sales                             |                      |         | 47.2                    | % |             |         | 47.8         | % |  |         | 45.6 | % |  |         | 46.5 | %
|Operating and administrative expense |                                                            |                      | 149,367 |                         |   |             | 151,776 |              |   |  | 443,570 |      |   |  | 453,812 |     
|                                     | Operating and administrative expense, percent to
    sales |                      |         | 39.0                    | % |             |         | 39.6         | % |  |         | 38.3 | % |  |         | 39.2 | %

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

In April 2002, the FASB issued Statement of
Financial Accounting Standard (SFAS) No. 145,
Rescission of FASB Statements 4, 44, and 64,
Amendment of FASB Statement 13, and Technical
Corrections. SFAS No. 145 addresses, among other
things, the reporting of debt extinguishments. We adopted SFAS
No. 145 on February 3, 2003. Consistent with SFAS
No. 145, any gain or loss on extinguishment of debt that
previously would have been classified as an extraordinary item
and does not meet the criteria in APB Opinion No. 30,
Reporting the Results of Operations  Reporting
the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and
Transactions for classification as an extraordinary item
shall be presented as an ordinary item before the provision for
income taxes. Under SFAS No. 145, prior periods must be
reclassified to be comparable. Accordingly, for the thirty-nine
weeks of fiscal 2003 and 2002, we presented losses on debt
retirement of $4.3 million and $6.0 million,
respectively, as a separate line in our consolidated statements
of operations as a component of income before income taxes.

Note 3  Recent Accounting
Pronouncements

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

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

7



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Thirteen and Thirty-Nine Weeks Ended
November 2, 2003


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

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

Note 4  Inventories

Inventories are valued at the lower of cost or
market, our cost being determined utilizing the LIFO method. Our
inventory levels have been generally consistent in recent years
and thus, under LIFO, costs of sales reflect the costs of the
most currently purchased inventories. Inventory carrying values
for financial statement purposes, on the other hand, reflect the
costs relating to prices paid in prior years under the LIFO
method. Our costs of acquiring inventories have been decreasing
in recent years as our increased size and cash flows have
enabled us to take advantage of volume discounts and lower
product acquisition costs. Accordingly, it costs us less money
to replace inventory today than the LIFO balances carried for
similar inventory reflected in our financial statements. As a
result of the LIFO method of accounting for inventory and the
general ability to obtain product at lower acquisition costs, we
recorded reductions to cost of goods sold of $3.4 million
for the thirteen weeks ended November 2, 2003 and no LIFO
adjustment for the thirteen weeks ended November 3, 2002,
and $13.7 million and $11.3 million for the
thirty-nine weeks ended November 2, 2003 and
November 3, 2002, respectively.

The replacement cost of inventories approximated
$564.5 million and $545.0 million at November 2,
2003 and February 2, 2003, respectively, as compared to
financial statement carrying values of $684.1 million and
$650.8 million. While carrying balances are higher than
replacement costs, such carrying balances are not higher than
the net realizable value (NRV) we expect to receive
by selling the inventory through our retail stores in the normal
course of business. We evaluate the difference between carrying
balances and NRV of our inventories before each balance sheet
reporting date. If our evaluation were to indicate that carrying
values exceed the NRV of the inventories, the carrying balances
of the inventory would be reduced to NRV, with a corresponding
charge to operations.

Note 5  Store Closing
Costs

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

The allowance for store closing costs is included
in accrued expenses and other long term liabilities in the
accompanying financial statements and primarily consists of
three components: (1) future rents to be paid over the
remaining terms of the lease agreements for the stores (net of
estimated probable and actual sublease

8



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Thirteen and Thirty-Nine Weeks Ended
November 2, 2003


recoveries); (2) estimated lease commissions
associated with the anticipated store subleases; and
(3) occupancy expenses associated with the closed store
estimated vacancy periods. Prior to the adoption of SFAS
No. 146 on January 1, 2003, such costs were recognized
when a store was specifically identified, costs could be
estimated and closure was planned to be completed within the
next twelve months. No provision was made for employee
termination costs. For stores to be relocated, such costs were
recognized when an agreement for the new location was reached
with a landlord and site plans met preliminary municipal
approvals. During the period that they remained open for
business, the rent and other operating expenses for the stores
to be closed continued to be reflected in normal operating
expenses.

In July 2002, the FASB issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal
Activities. SFAS No. 146 requires companies to
recognize the present value of costs associated with exit or
disposal activities when they are incurred rather than at the
date of a commitment to an exit or disposal plan. Examples of
costs covered by the standard include lease rental and
termination costs and certain employee severance costs that are
associated with a restructuring, discontinued operation, store
closing, or other exit or disposal activity. We have applied
SFAS No. 146 prospectively to exit or disposal activities
initiated after December 31, 2002 as required. During the
third quarter of fiscal 2003, we incurred $0.2 million in
charges under SFAS No. 146 associated with the closure of
four stores with lease terms through May 2005. We anticipate
total cash outflows relating to these stores of
$0.3 million, which includes estimated incremental costs to
be measured at fair value when incurred.

As of November 2, 2003, we had a total of
192 store locations included in the allowance for store
closing costs. Of this total, 31 locations were vacant,
160 locations were subleased and one location was
identified for closure but remained open. In addition to these
stores, we had 58 service centers of which 4 were vacant and 54
were subleased. Future rents will be incurred through the
expiration of the non-cancelable leases, the longest of which
runs through January 2018. As of November 2, 2003, we have
one store accrued during the fiscal 2002 plan year that remained
open and was identified for closure prior to our implementation
of SFAS No. 146.

Activity in the provision for store closings and
the related store closing costs for the thirty-nine weeks of
fiscal 2003 is as follows ($ in thousands):

|                               |                                          |                |       |        |        |  
|------------------------------ | ---------------------------------------- | -------------- | ----- | ------ | ------ | -
|Balance, beginning of year     |                                          | $              | 4,422 |       
|Expense:                       |                                          |                |       |       
|                               | Store closing costs                      |                |       | 189    |       
|                               | Revisions in estimates                   |                |       | 150    |       
|                               |                                          |                |       |       
|                               |                                          | Total expense  |       |        | 339    |  
|Payments:                      |                                          |                |       |       
|                               | Rent expense, net of sublease recoveries |                |       | (2,600 | )     
|                               | Occupancy and other expenses             |                |       | (681   | )     
|                               | Sublease commissions and buyouts         |                |       | (451   | )     
|                               |                                          |                |       |       
|                               |                                          | Total payments |       |        | (3,732 | )
|Balance as of November 2, 2003 |                                          | $              | 1,029 |       
|                               |                                          |                |       |       

9



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Thirteen and Thirty-Nine Weeks Ended
November 2, 2003


Note 6  Debt

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

|                                                         |                                               |                                                                                                                       |         |             |       |   |         |         |       | 
|-------------------------------------------------------- | --------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | ------- | ----------- | ----- | - | ------- | ------- | ----- | 
|                                                         |                                               | November 2,                                                                                                           |         | February 2,
|                                                         |                                               | 2003                                                                                                                  |         | 2003       
|                                                         |                                               |                                                                                                                       |         |            
|Senior credit facility  term loan                       |                                               | $                                                                                                                     | 200,000 |             |       | $ | 170,000 |        
|Senior credit facility  revolving
    credit commitment |                                               |                                                                                                                       |        |             |       |   | 32,000  |        
|12% Senior Notes                                         |                                               |                                                                                                                       | 280,000 |             |       |   | 280,000 |        
|                                                         | Unamortized discount on 12% Senior Notes      |                                                                                                                       |         | (3,042      | )     |   |         | (3,744  | )    
|11% Senior Subordinated Notes                            |                                               |                                                                                                                       |        |             |       |   | 9,547   |        
|                                                         |                                               |                                                                                                                       |         |             |       |   |         |        
|                                                         | Notes and Loans, including current maturities |                                                                                                                       |         | 476,958     |       |   |         | 487,803 |      
|                                                         |                                               | Fair market value adjustment of
    $100.0 million of 12% Senior Notes (SFAS No. 133 hedge
    accounting adjustment) |         |             | 5,224 |   |         |         | 4,804 | 
|                                                         |                                               |                                                                                                                       |         |             |       |   |         |        
|Total debt                                               |                                               |                                                                                                                       | 482,182 |             |       |   | 492,607 |        
|                                                         | Current maturities                            |                                                                                                                       |         | (2,000      | )     |   |         |        |      
|                                                         |                                               |                                                                                                                       |         |             |       |   |         |        
|Total long term debt                                     |                                               | $                                                                                                                     | 480,182 |             |       | $ | 492,607 |        
|                                                         |                                               |                                                                                                                       |         |             |       |   |         |        

In June 2003, we replaced our $300.0 million
credit facility with a new $325.0 million senior
collateralized, asset based credit facility consisting of a
$200.0 million term loan and a $125.0 million
revolving credit commitment. As of November 2, 2003, there
were no borrowings under the revolving credit commitment. The
new term loan is to be repaid in twelve installments consisting
of ten $1.0 million dollar payments made semiannually
beginning in December 2003. The last two payments are for
$95.0 million each in December 2008 and at maturity, June
2009. The revolving credit facility matures in June 2008. The
maturity date on our $280.0 million 12% Senior Notes due
June 15, 2006 must be refinanced or extended prior to
February 15, 2006, or the entire credit facility will be
due and payable on February 15, 2006. Interest accrues
under the new credit facility at a variable rate, which is a
function of the spread over the Alternate Base Rate (as defined
in the agreement) or the Eurodollar Rate (as defined in the
agreement) depending on our borrowing decisions. As of
November 2, 2003, we were in compliance with the financial
covenants and we anticipate meeting all required covenants under
our credit facility during the remainder of fiscal 2003.

In June 2003, we applied the provisions of
EITF 98-14 Debtors Accounting for Changes in
Line of Credit or Revolving Debt Arrangements for the
revolving credit portion of the credit facility and
EITF 96-19 Debtors Accounting for a
Modification or Exchange of Debt Instruments for the term
portion of the credit facility. We expensed $3.8 million of
certain unamortized debt issuance costs and certain direct costs
associated with the new facility. Our carrying value of deferred
debt issuance costs of approximately $4.1 million (as of
the transaction date) is being amortized to interest expense
over the corresponding life of the respective portion of the
credit facility.

We used proceeds from our new credit facility to
redeem the remaining $9.5 million in aggregate principal
amount of CSK Auto, Inc.s 11% Senior Subordinated Notes,
including accrued and unpaid interest associated therewith. In
connection with this redemption, we paid $0.3 million in
early redemption premiums and expensed $0.2 million of
unamortized deferred debt issuance costs. These costs, along
with the $3.8 million in costs disclosed in the paragraph
above, are reflected as a loss on debt retirement in the
accompanying consolidated statement of operations.

During February 2002, we entered into an interest
rate swap agreement which converted the interest rate payment
obligation on $100.0 million of our 12% Senior Notes to a
floating rate in order to hedge the fair value of such notes
against potential movements in market interest rates. On
June 5, 2003, we terminated the

10



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Thirteen and Thirty-Nine Weeks Ended
November 2, 2003


swap agreement and received in consideration
thereof the sum of $6.0 million, which represents the fair
market value of the swap agreement on that date. This fair
market value adjustment is currently reflected on our
consolidated balance sheet as part of our long-term debt. This
amount will be amortized as an offset to interest expense
through the maturity date of the 12% Senior Notes (June 15,
2006).

Note 7  Earnings Per
Share

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

|                                                  |                                                   |                                               |   |                         |        |             |   |             |        |  |   |        |        |  |   |        |        | 
|------------------------------------------------- | ------------------------------------------------- | --------------------------------------------- | - | ----------------------- | ------ | ----------- | - | ----------- | ------ |  | - | ------ | ------ |  | - | ------ | ------ | 
|                                                  |                                                   |                                               |   |                        
|                                                  |                                                   | Thirteen Weeks Ended                          |   | Thirty-Nine Weeks Ended
|                                                  |                                                   |                                               |   |                        
|                                                  |                                                   | November 2,                                   |   | November 3,             |        | November 2, |   | November 3,
|                                                  |                                                   | 2003                                          |   | 2002                    |        | 2003        |   | 2002       
|                                                  |                                                   |                                               |   |                         |        |             |   |            
|Numerator for basic EPS:                          |                                                   |                                               |   |                         |        |             |   |             |        |  |   |        |        |  |   |       
|                                                  | Net income                                        |                                               | $ | 15,042                  |        |             | $ | 10,686      |        |  | $ | 33,379 |        |  | $ | 18,153 |       
|                                                  |                                                   |                                               |   |                         |        |             |   |             |        |  |   |        |        |  |   |       
|Denominator for basic EPS:                        |                                                   |                                               |   |                         |        |             |   |             |        |  |   |        |        |  |   |       
|                                                  | Weighted average shares outstanding (basic)       |                                               |   | 45,827                  |        |             |   | 45,155      |        |  |   | 45,396 |        |  |   | 39,129 |       
|                                                  |                                                   |                                               |   |                         |        |             |   |             |        |  |   |        |        |  |   |       
|Numerator for diluted EPS:                        |                                                   |                                               |   |                         |        |             |   |             |        |  |   |        |        |  |   |       
|                                                  | Net income                                        |                                               | $ | 15,042                  |        |             | $ | 10,686      |        |  | $ | 33,379 |        |  | $ | 18,153 |       
|                                                  |                                                   |                                               |   |                         |        |             |   |             |        |  |   |        |        |  |   |       
|Denominator for diluted EPS:                      |                                                   |                                               |   |                         |        |             |   |             |        |  |   |        |        |  |   |       
|                                                  | Weighted average shares outstanding (basic)       |                                               |   | 45,827                  |        |             |   | 45,155      |        |  |   | 45,396 |        |  |   | 39,129 |       
|                                                  | Effect of dilutive stock options                  |                                               |   | 412                     |        |             |   | 159         |        |  |   | 223    |        |  |   | 107    |       
|                                                  |                                                   |                                               |   |                         |        |             |   |             |        |  |   |        |        |  |   |       
|                                                  |                                                   | Weighted average shares outstanding (diluted) |   |                         | 46,239 |             |   |             | 45,314 |  |   |        | 45,619 |  |   |        | 39,236 | 
|                                                  |                                                   |                                               |   |                         |        |             |   |             |        |  |   |        |        |  |   |       
|Shares excluded as a result of
    anti-dilution: |                                                   |                                               |   |                         |        |             |   |             |        |  |   |        |        |  |   |       
|                                                  | Stock options                                     |                                               |   | 396                     |        |             |   | 727         |        |  |   | 716    |        |  |   | 778    |       
|                                                  | Conversion of convertible subordinated debentures |                                               |   |                        |        |             |   |            |        |  |   |       |        |  |   | 2,242  |       
|                                                  |                                                   |                                               |   |                         |        |             |   |             |        |  |   |        |        |  |   |       
|                                                  |                                                   | Total shares excluded                         |   |                         | 396    |             |   |             | 727    |  |   |        | 716    |  |   |        | 3,020  | 
|                                                  |                                                   |                                               |   |                         |        |             |   |             |        |  |   |        |        |  |   |       

Note 8  Stock Based
Compensation

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

11



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Thirteen and Thirty-Nine Weeks Ended
November 2, 2003


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

|                                                                                                                                                   |             |                      |        |                         |  |             |        |             |  |   |        |      |  |   |        |      | 
|-------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | -------------------- | ------ | ----------------------- |  | ----------- | ------ | ----------- |  | - | ------ | ---- |  | - | ------ | ---- | 
|                                                                                                                                                   |             |                      |        |                        
|                                                                                                                                                   |             | Thirteen Weeks Ended |        | Thirty-Nine Weeks Ended
|                                                                                                                                                   |             |                      |        |                        
|                                                                                                                                                   |             | November 2,          |        | November 3,             |  | November 2, |        | November 3,
|                                                                                                                                                   |             | 2003                 |        | 2002                    |  | 2003        |        | 2002       
|                                                                                                                                                   |             |                      |        |                         |  |             |        |            
|Net income  as reported                                                                                                                           |             | $                    | 15,042 |                         |  | $           | 10,686 |             |  | $ | 33,379 |      |  | $ | 18,153 |     
|Less: Total stock-based employee compensation
    expense determined under fair value based method for all awards,
    net of related income taxes |             |                      | (166   | )                       |  |             | (391   | )           |  |   | (568   | )    |  |   | (3,093 | )   
|                                                                                                                                                   |             |                      |        |                         |  |             |        |             |  |   |        |      |  |   |        |     
|Net income  pro forma                                                                                                                             |             | $                    | 14,876 |                         |  | $           | 10,295 |             |  | $ | 32,811 |      |  | $ | 15,060 |     
|                                                                                                                                                   |             |                      |        |                         |  |             |        |             |  |   |        |      |  |   |        |     
|Earnings per share  basic:                                                                                                                        |             |                      |        |                         |  |             |        |             |  |   |        |      |  |   |        |     
|                                                                                                                                                   | As reported |                      | $      | 0.33                    |  |             | $      | 0.24        |  |   | $      | 0.74 |  |   | $      | 0.46 | 
|                                                                                                                                                   | Pro forma   |                      | $      | 0.32                    |  |             | $      | 0.23        |  |   | $      | 0.72 |  |   | $      | 0.38 | 
|Earnings per share  diluted:                                                                                                                      |             |                      |        |                         |  |             |        |             |  |   |        |      |  |   |        |     
|                                                                                                                                                   | As reported |                      | $      | 0.33                    |  |             | $      | 0.24        |  |   | $      | 0.73 |  |   | $      | 0.46 | 
|                                                                                                                                                   | Pro forma   |                      | $      | 0.32                    |  |             | $      | 0.23        |  |   | $      | 0.72 |  |   | $      | 0.38 | 

Note 9 
Contingencies

During the third quarter of fiscal 2003, we
received notification from the State of California Board of
Equalization (the Board) of an assessment for
approximately $1.2 million for sales tax and approximately
$0.6 million for related interest based on the Boards
audit findings for the tax periods of October 1997 through
September 2000. During this time period, we refunded the sales
tax associated with battery cores to customers who returned a
battery core to our stores. The Board believes that the sales
tax associated with the battery cores should have been remitted
to the taxing authority rather than refunded to the customers.
Based on the Boards position, we could be responsible for
the sales tax and related interest associated with this matter
for the audited periods of October 1997 through September 2000,
plus the additional unaudited time period through December 2002,
when we changed our business practices in this area.

We believe that we have a strong basis under
California law for disputing the payment of this assessment and
have filed a Petition for Redetermination with the Board. Our
practices through December 2002 relative to the handling of
taxes on battery cores had been consistent for over a decade,
and it is our position that our consistent treatment of battery
core charges, together with prior tax audits and tax
auditors written commentary concerning our handling of
such charges, permits us to rely upon precedent set in prior
audits. Reliance on prior audits is a position that is
supportable under California law. We also have other defenses,
and intend to vigorously defend our position with regard to this
matter. A liability for the potential sales tax and related
interest payments has not been recorded in our consolidated
financial statements.

12



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

Overview

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

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

In the thirteen and thirty-nine weeks ended
November 3, 2002, vendor allowances totaling approximately
$2.4 million and $10.2 million, respectively, were
classified as a reduction to advertising expense (in operating
and administrative expense) rather than as a reduction to cost
of sales as currently required by EITF 02-16. The following
table adjusts the amounts reported for cost of sales, gross
margin and operating and administrative expenses from the
thirteen and thirty-nine weeks ended November 3, 2002 to be
comparable with current requirements of EITF 02-16:

|                                     |                                                            |                      |         |                         |   |             |         |              |   |  |         |      |   |  |         |      |  
|------------------------------------ | ---------------------------------------------------------- | -------------------- | ------- | ----------------------- | - | ----------- | ------- | ------------ | - |  | ------- | ---- | - |  | ------- | ---- | -
|                                     |                                                            |                      |         |                        
|                                     |                                                            | Thirteen Weeks Ended |         | Thirty-Nine Weeks Ended
|                                     |                                                            | November 3, 2002     |         | November 3, 2002       
|                                     |                                                            |                      |         |                        
|                                     |                                                            |                      |         | Adjusted for            |   |             |         | Adjusted for
|                                     |                                                            | As Reported          |         | EITF 02-16              |   | As Reported |         | EITF 02-16  
|                                     |                                                            |                      |         |                         |   |             |         |             
|                                     |                                                            |                     
|                                     |                                                            | ($ in thousands)    
|Cost of sales                        |                                                            |                      | 202,266 |                         |   |             | 199,857 |              |   |  | 628,924 |      |   |  | 618,682 |     
|                                     | Cost of sales, percent to sales                            |                      |         | 52.8                    | % |             |         | 52.2         | % |  |         | 54.4 | % |  |         | 53.5 | %
|Gross profit                         |                                                            |                      | 180,779 |                         |   |             | 183,188 |              |   |  | 527,977 |      |   |  | 538,219 |     
|                                     | Gross profit, percent to sales                             |                      |         | 47.2                    | % |             |         | 47.8         | % |  |         | 45.6 | % |  |         | 46.5 | %
|Operating and administrative expense |                                                            |                      | 149,367 |                         |   |             | 151,776 |              |   |  | 443,570 |      |   |  | 453,812 |     
|                                     | Operating and administrative expense, percent to
    sales |                      |         | 39.0                    | % |             |         | 39.6         | % |  |         | 38.3 | % |  |         | 39.2 | %

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

In April 2002, the FASB issued Statement of
Financial Accounting Standard (SFAS) No. 145,
Rescission of FASB Statements 4, 44, and 64,
Amendment of FASB Statement 13, and Technical
Corrections. SFAS No. 145 addresses, among other
things, the reporting of debt extinguishments. We adopted SFAS
No. 145 on February 3, 2003. Consistent with SFAS
No. 145, any gain or loss on extinguishment of debt that
previously would have been classified as an extraordinary item
and does not meet the criteria in APB Opinion No. 30,
Reporting the Results of Operations  Reporting
the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and
Transactions for classification as an extraordinary item
shall be presented as an ordinary item before the provision for
income taxes. Under SFAS No. 145, prior periods must be
reclassified to be comparable.

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Accordingly, for the thirty-nine weeks of fiscal
2003 and 2002, we presented losses on debt retirement of
$4.3 million and $6.0 million, respectively, as a
separate line in our consolidated statements of operations as a
component of income before income taxes.


During the third quarter of fiscal 2003, we
received notification from the State of California Board of
Equalization (the Board) of an assessment for
approximately $1.2 million for sales tax and approximately
$0.6 million for related interest based on the Boards
audit findings for the tax periods of October 1997 through
September 2000. During this time period, we refunded the sales
tax associated with battery cores to customers who returned a
battery core to our stores. The Board believes that the sales
tax associated with the battery cores should have been remitted
to the taxing authority rather than refunded to the customers.
Based on the Boards position, we could be responsible for
the sales tax and related interest associated with this matter
for the audited periods of October 1997 through September 2000,
plus the additional unaudited time period through December 2002,
when we changed our business practices in this area.

We believe that we have a strong basis under
California law for disputing the payment of this assessment and
have filed a Petition for Redetermination with the Board. Our
practices through December 2002 relative to the handling of
taxes on battery cores had been consistent for over a decade,
and it is our position that our consistent treatment of battery
core charges, together with prior tax audits and tax
auditors written commentary concerning our handling of
such charges, permits us to rely upon precedent set in prior
audits. Reliance on prior audits is a position that is
supportable under California law. We also have other defenses,
and intend to vigorously defend our position with regard to this
matter. A liability for the potential sales tax and related
interest payments has not been recorded in our consolidated
financial statements.

Results of Operations

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

|                               |  |                      |       |                         |  |             |       |             |  |  |       |   |  |  |       |  
|------------------------------ |  | -------------------- | ----- | ----------------------- |  | ----------- | ----- | ----------- |  |  | ----- | - |  |  | ----- | -
|                               |  |                      |       |                        
|                               |  | Thirteen Weeks Ended |       | Thirty-Nine Weeks Ended
|                               |  |                      |       |                        
|                               |  | November 2,          |       | November 3,             |  | November 2, |       | November 3,
|                               |  | 2003                 |       | 2002                    |  | 2003        |       | 2002       
|                               |  |                      |       |                         |  |             |       |            
|Net sales                      |  |                      | 100.0 | %                       |  |             | 100.0 | %           |  |  | 100.0 | % |  |  | 100.0 | %
|Cost of sales                  |  |                      | 53.1  |                         |  |             | 52.8  |             |  |  | 53.5  |   |  |  | 54.4  |  
|                               |  |                      |       |                         |  |             |       |             |  |  |       |   |  |  |       |  
|Gross profit                   |  |                      | 46.9  |                         |  |             | 47.2  |             |  |  | 46.5  |   |  |  | 45.6  |  
|Operating and administrative   |  |                      | 37.8  |                         |  |             | 39.0  |             |  |  | 38.3  |   |  |  | 38.3  |  
|Store closing costs            |  |                      | 0.1   |                         |  |             |      |             |  |  |      |   |  |  |      |  
|Loss on sale of stores         |  |                      |      |                         |  |             |      |             |  |  |      |   |  |  | 0.1   |  
|Secondary stock offering costs |  |                      |      |                         |  |             |      |             |  |  |      |   |  |  |      |  
|                               |  |                      |       |                         |  |             |       |             |  |  |       |   |  |  |       |  
|Operating profit               |  |                      | 9.0   |                         |  |             | 8.2   |             |  |  | 8.2   |   |  |  | 7.2   |  
|Interest expense               |  |                      | 3.0   |                         |  |             | 3.7   |             |  |  | 3.3   |   |  |  | 4.2   |  
|Loss on debt retirement        |  |                      |      |                         |  |             |      |             |  |  | 0.4   |   |  |  | 0.5   |  
|                               |  |                      |       |                         |  |             |       |             |  |  |       |   |  |  |       |  
|Income before income taxes     |  |                      | 6.0   |                         |  |             | 4.5   |             |  |  | 4.5   |   |  |  | 2.5   |  
|Income tax expense             |  |                      | 2.3   |                         |  |             | 1.7   |             |  |  | 1.7   |   |  |  | 0.9   |  
|                               |  |                      |       |                         |  |             |       |             |  |  |       |   |  |  |       |  
|Net income                     |  |                      | 3.7   | %                       |  |             | 2.8   | %           |  |  | 2.8   | % |  |  | 1.6   | %
|                               |  |                      |       |                         |  |             |       |             |  |  |       |   |  |  |       |  



| |                                                                                                
| | -----------------------------------------------------------------------------------------------
| | Thirteen Weeks Ended November 2, 2003
    Compared to Thirteen Weeks Ended November 3,
    2002

Net sales for the thirteen weeks ended
November 2, 2003 (the third quarter of fiscal
2003) increased 7.0% to $409.8 million from
$383.0 million for the thirteen weeks ended
November 3, 2002 (the third quarter of fiscal
2002). Same store sales increased 8%. The increase in
sales is a result of our continued increase in average sale per
customer and attraction of new customers to our stores through
our new product offerings (including performance products,
garage maintenance items and specialty auto related items).

14



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Gross profit was $192.2 million, or 46.9% of
net sales, in the third quarter of fiscal 2003, as compared to
$180.8 million, or 47.2% of net sales, in the third quarter
of fiscal 2002. Our new product offerings carry slightly lower
gross margin rates with much higher gross margin dollars per
transaction. These gross margin dollars allow us to leverage our
fixed costs over our increasing sales. Adjusting the third
quarter of fiscal 2002 for the effects of EITF 02-16 would
increase fiscal 2002 margin dollars by $2.4 million and
percent of net sales to 47.8%.

Operating and administrative expenses for the
third quarter of fiscal 2003 were $154.9 million, or 37.8%
of net sales, compared to $149.4 million, or 39.0% of net
sales, for the third quarter of fiscal 2002. The reduction as a
percent of sales is a result of our ability to leverage our
fixed operating costs over our increasing sales along with our
continued focus on expense controls. Adjusting the third quarter
of fiscal 2002 for the effects of EITF 02-16 would increase
fiscal 2002 expenses by $2.4 million and percent of net
sales to 39.6%.

Interest expense for the third quarter of fiscal
2003 decreased to $12.4 million from $14.2 million in
the third quarter of fiscal 2002 as a result of our reduced debt
levels and lower interest rates under our current credit
facility established in June 2003.

Income tax expense for the third quarter of
fiscal 2003 was $9.5 million, compared to $6.5 million
for the comparable period of fiscal 2002. Our effective tax rate
of 38.6% is closer to our statutory rate and higher than the
37.7% rate in the prior year. The effective tax rate for the
third quarter of fiscal 2002 benefited from the recognition of
certain tax credits.

As a result of the above factors, net income
increased to $15.0 million, or $0.33 per diluted common
share, for the third quarter of fiscal 2003, compared to net
income of $10.7 million, or $0.24 per diluted common share,
for the third quarter of fiscal 2002.



| |                                                                                                      
| | -----------------------------------------------------------------------------------------------------
| | Thirty-Nine Weeks Ended November 2,
    2003 Compared to Thirty-Nine Weeks Ended November 3,
    2002

Net sales for the thirty-nine weeks ended
November 2, 2003 (the thirty-nine weeks of fiscal
2003) increased 4.2% to $1,205.7 million from
$1,156.9 million for the thirty-nine weeks ended
November 3, 2002 (the thirty-nine weeks of fiscal
2002). Same store sales increased 5%. The increase in
sales is a result of our continued increase in average sale per
customer and attraction of new customers to our stores through
our new product offerings (including performance products,
garage maintenance items and specialty auto related items).

Gross profit was $560.9 million, or 46.5% of
net sales, for the thirty-nine weeks of fiscal 2003 as compared
to $528.0 million, or 45.6% of net sales, for the
thirty-nine weeks of fiscal 2002. Adjusting fiscal 2002 for the
effects of EITF 02-16 would increase fiscal 2002 margin
dollars by $10.2 million and percent of net sales to 46.5%.
Our new product offerings carry slightly lower gross margin
rates; however, these lower rates were offset by the leveraging
of fixed costs over our increasing sales.

Operating and administrative expenses were higher
in dollars in the thirty-nine weeks of fiscal 2003, compared to
the same period of fiscal 2002, although they remained at 38.3%
of net sales in both fiscal periods. Expenses in fiscal 2002
were $10.2 million lower than in fiscal 2003 due to the
impact of EITF 02-16. Adjusting for this impact, fiscal
2003 operating and administrative expenses were 38.3% of net
sales versus 39.2% of net sales in fiscal 2002. This reflects
our continuing focus on expense control and the leveraging of
our fixed operating costs over our increasing sales.

Interest expense for the thirty-nine weeks of
fiscal 2003 decreased to $39.6 million from
$48.2 million in the thirty-nine weeks of fiscal 2002 as a
result of our reduced debt levels and lower interest rates under
our current credit facility.

Income tax expense for the thirty-nine weeks of
fiscal 2003 was $21.0 million, compared to
$10.4 million for the comparable period of fiscal 2002. Our
effective tax rate of 38.6% is closer to our statutory rate and
higher than our 36.4% rate in the prior year. The effective tax
rate for the thirty-nine weeks of fiscal 2002 benefited from the
recognition of certain tax credits and the reversal of reserves
no longer considered necessary.

15



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As a result of the above factors, net income
increased to $33.4 million, or $0.73 per diluted common share,
for the thirty-nine weeks of fiscal 2003, compared to net income
of $18.2 million, or $0.46 per diluted common share, for
the thirty-nine weeks of fiscal 2002.

Liquidity and Capital Resources



| |                    
| | -------------------
| | Recent Transactions

In June 2003, we replaced our $300.0 million
credit facility with a new $325.0 million senior
collateralized, asset based credit facility consisting of a
$200.0 million term loan and a $125.0 million
revolving credit facility. As of November 2, 2003, there
were no borrowings under the revolving credit commitment. The
new term loan is to be repaid in twelve installments consisting
of ten $1.0 million dollar payments made semiannually
beginning in December 2003. The last two payments are for
$95.0 million each in December 2008 and at maturity, June
2009. The revolving credit facility matures in June 2008. The
maturity date on our existing $280.0 million 12% Senior
Notes due June 15, 2006 must be refinanced or extended
prior to February 15, 2006, or the entire new
$325.0 million credit facility will be due and payable on
February 15, 2006. Interest accrues under the new credit
facility at a variable rate, which is a function of the spread
over the Alternate Base Rate (as defined in the agreement) or
the Eurodollar Rate (as defined in the agreement) depending on
our borrowing decisions. As of November 2, 2003, we were in
compliance with the financial covenants and we anticipate
meeting all required covenants under our credit facility during
the remainder of fiscal 2003.

In June 2003, we applied the provisions of
EITF 98-14 Debtors Accounting for Changes in
Line of Credit or Revolving Debt Arrangements for the
revolving credit portion of the credit facility and
EITF 96-19 Debtors Accounting for a
Modification or Exchange of Debt Instruments for the term
portion of the credit facility. We expensed $3.8 million of
certain unamortized debt issuance costs and certain direct costs
associated with the new facility. Our carrying value of deferred
debt issuance costs of approximately $4.1 million (as of
the transaction date) is being amortized to interest expense
over the corresponding life of the respective portion of the
credit facility.

We used proceeds from our new credit facility to
redeem the remaining $9.5 million in aggregate principal
amount of CSK Auto, Inc.s 11% Senior Subordinated Notes,
including accrued and unpaid interest associated therewith. In
connection with this redemption, we paid $0.3 million in
early redemption premiums and expensed $0.2 million of
unamortized deferred debt issuance costs. These costs, along
with the $3.8 million in costs disclosed in the paragraph
above, are reflected as a loss on debt retirement in the
accompanying consolidated statement of operations.

During February 2002, we entered into an interest
rate swap agreement which converted the interest rate payment
obligation on $100.0 million of our 12% Senior Notes to a
floating rate in order to hedge the fair value of such notes
against potential movements in market interest rates. On
June 5, 2003, we terminated the swap agreement and received
in consideration thereof the sum of $6.0 million, which
represents the fair market value of the swap agreement on that
date. This fair market value adjustment is currently reflected
on our consolidated balance sheet as part of our long-term debt.
This amount will be amortized as an offset to interest expense
through the maturity date of the 12% Senior Notes (June 15,
2006). See Note 6 to the Consolidated Financial Statements.

During September 2003, entities associated with
or organized by Investcorp, S.A., one of the Companys
principal stockholders, sold 3.0 million shares of CSK Auto
Corporation common stock. We did not receive any proceeds from
the sale of such stock nor did this transaction result in share
dilution. In addition, we incurred expenses related to this
transaction of approximately $0.2 million.



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

Our primary cash requirements include working
capital (primarily inventory), interest on our debt and capital
expenditures. We expect to satisfy our cash requirements with
cash flows from operating activities,

16



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borrowings under our senior credit facility and
short-term trade credit relating to extended payment terms for
inventory purchases.


We lease our office and warehouse facilities, all
but one of our retail stores, and a majority of our equipment.
Substantially all of our store leases are operating leases with
private landlords and provide for monthly rental payments based
on a contractual amount. These leases generally require minimal
initial cash outlay and we anticipate using such leases for new
store locations in the near future.

Of our long-term debt obligations totaling
$480.0 million, $2.0 million is due within one year,
$284.0 million is due in one to three years,
$4.0 million is due in three to five years, and
$190.0 million is due after five years. Other than our
long-term debt obligations, there are no material changes to the
contractual obligations table disclosed in Managements
Discussion and Analysis of Financial Condition and Results of
Operations in our Annual Report on Form 10-K for the fiscal
year ended February 2, 2003, filed with the SEC on
May 7, 2003.

As of November 2, 2003, we had total
liquidity (cash plus availability under our new revolving credit
facility) of approximately $152.8 million, an increase of
$82.5 million compared to February 2, 2003. There was
no outstanding balance on our $125.0 million revolving
credit facility as of November 2, 2003; however,
availability of credit under such facility was reduced by
$19.1 million for outstanding letters of credit. The
following table outlines our liquidity ($ in thousands):

|                                            |  |             |         |             |  |   |        | 
|------------------------------------------- |  | ----------- | ------- | ----------- |  | - | ------ | 
|                                            |  | November 2, |         | February 2,
|                                            |  | 2003        |         | 2003       
|                                            |  |             |         |            
|Cash                                        |  | $           | 46,852  |             |  | $ | 15,519 | 
|Availability under revolving line of credit |  |             | 105,904 |             |  |   | 54,698 | 
|                                            |  |             |         |             |  |   |        | 
|Total liquidity                             |  | $           | 152,756 |             |  | $ | 70,217 | 
|                                            |  |             |         |             |  |   |        | 

Our liquidity improved due to: (1) increased
cash ($31.3 million) as a result of higher sales and
profitability associated with our new product mix and
seasonality; (2) our pay-down of our former revolving
credit facility and related $30.0 million increase of the
term loan under our new credit facility; and (3) our
borrowing capacity being $24.5 million lower at
February 3, 2003 due to borrowing base restrictions under
our prior credit facility.

Analysis of Cash Flows

During the thirty-nine weeks of fiscal 2003, net
cash provided by operating activities was $59.1 million
compared to $20.9 million of cash provided by operating
activities during the thirty-nine weeks of fiscal 2002. The most
significant components of the change relate to: (1) higher
net income, primarily as a result of higher gross profit
dollars; (2) a cash inflow during the thirty-nine weeks of
fiscal 2003 of $6.0 million associated with the termination
of our interest rate swap agreement; (3) a $.5 million
reduction in accounts receivable during the 2003 period compared
to an $18.2 million increase during the 2002 period
relating to improved vendor collections; (4) higher accrued
income tax balances during the fiscal 2003 period primarily as a
result of our increased net income; and (5) higher payments
on accounts payable during the 2003 period relating to increased
payments to certain vendors to take advantage of available
allowances.

Net cash used in investing activities totaled
$13.1 million for the thirty-nine weeks of fiscal 2003,
compared to $2.0 million of net cash used in investing
activities during the thirty-nine weeks of fiscal 2002. Capital
expenditures increased to $10.6 million during the
thirty-nine weeks of fiscal 2003 as compared to
$5.7 million during the comparable period in fiscal 2002.
The increase in capital expenditures relates to the upgrade of
certain information systems along with the buyout of certain
leased assets. In addition, during the fiscal 2002 period we
received $2.2 million in proceeds from certain fixed asset
sales and $4.2 million in cash proceeds from the sale of
certain stores in Texas.

Net cash used in financing activities totaled
$14.6 million for the thirty-nine weeks of fiscal 2003
compared to $19.8 million used during the thirty-nine weeks
of fiscal 2002. The most significant components of the change
relate to: (1) net payments made on the credit facility
were $16.0 million less in fiscal 2003 than

17



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##### Table of Contents



in the comparable period of fiscal 2002;
(2) the completion of a secondary stock offering during
fiscal 2002 with proceeds from the offering used to retire a
significant portion of our 11% Senior Subordinated Notes,
resulting in a net cash inflow of $6.4 million;
(3) the redemption in June 2003 of the remaining
$9.5 million of our 11% Senior Subordinated Notes; and
(4) $13.3 million of additional cash from an increase in
stock option exercises primarily related to October 1996 grants
which were scheduled for expiration in the third quarter of
fiscal 2003.


Store Closures

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

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

In July 2002, the FASB issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal
Activities. SFAS No. 146 requires companies to
recognize the present value of costs associated with exit or
disposal activities when they are incurred rather than at the
date of a commitment to an exit or disposal plan. Examples of
costs covered by the standard include lease rental and
termination costs and certain employee severance costs that are
associated with a restructuring, discontinued operation, store
closing, or other exit or disposal activity. We have applied
SFAS No. 146 prospectively to exit or disposal activities
initiated after December 31, 2002 as required. During the
third quarter of fiscal 2003, we incurred $0.2 million in
charges under SFAS No. 146 associated with the closure of
four stores with lease terms through May 2005. We anticipate
total cash outflows relating to these stores of
$0.3 million, which includes estimated incremental costs to
be measured at fair value when incurred.

As of November 2, 2003, we had a total of
192 store locations included in the allowance for store closing
costs. Of this total, 31 locations were vacant, 160 locations
were subleased and one location was identified for closure but
remained open. In addition to these stores, we had 58 service
centers of which 4 were vacant and 54 were subleased. Future
rents will be incurred through the expiration of the
non-cancelable leases, the longest of which runs through January
2018. As of November 2, 2003, we have one store accrued
during the fiscal 2002 plan year that remained open and was
identified for closure prior to our implementation of SFAS
No. 146.

18



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##### Table of Contents



Activity in the provision for store closings and
the related store closing costs for the thirty-nine weeks of
fiscal 2003 is as follows ($ in thousands):

|                               |                                          |                |       |        |        |  
|------------------------------ | ---------------------------------------- | -------------- | ----- | ------ | ------ | -
|Balance, beginning of year     |                                          | $              | 4,422 |       
|Expense:                       |                                          |                |       |       
|                               | Store closing costs                      |                |       | 189    |       
|                               | Revisions in estimates                   |                |       | 150    |       
|                               |                                          |                |       |       
|                               |                                          | Total expense  |       |        | 339    |  
|Payments:                      |                                          |                |       |       
|                               | Rent expense, net of sublease recoveries |                |       | (2,600 | )     
|                               | Occupancy and other expenses             |                |       | (681   | )     
|                               | Sublease commissions and buyouts         |                |       | (451   | )     
|                               |                                          |                |       |       
|                               |                                          | Total payments |       |        | (3,732 | )
|Balance as of November 2, 2003 |                                          | $              | 1,029 |       
|                               |                                          |                |       |       

Factors Affecting Liquidity and Capital
Resources



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

Our same store sales increased 5% during the
thirty-nine weeks of fiscal 2003 and we expect similar single
digit growth rate during the fourth quarter of fiscal 2003.
However, any unusual weather conditions, competitive pressures,
or other adverse changes to our business or the economy in
general could materially affect our financial position, results
of operations, or cash flows.



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

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



| |     
| | ----
| | Debt

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

Our credit agreement contains negative covenants
and restrictions on actions by us and our subsidiaries
including, without limitation, restrictions and limitations on
indebtedness, liens, guarantees, mergers, asset dispositions not
in the ordinary course of business, investments, loans, advances
and acquisitions, payment of dividends, transactions with
Affiliates (as defined in the credit agreement), change in
business conducted, and certain prepayments (other than in the
ordinary course of business) and amendments of subordinated
indebtedness. Our credit agreement requires that we meet certain
financial covenants, ratios and tests, including a maximum
leverage ratio, a minimum interest coverage ratio and a minimum
current asset coverage ratio. As of November 2, 2003, we
were in compliance with our financial covenants and we
anticipate meeting all required covenants under our existing
credit facility during the remainder of fiscal 2003.

19



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



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

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

At November 2, 2003, 39% of our outstanding
debt (including capital leases) was at variable interest rates
and 61% of our outstanding debt was at fixed interest rates.
With $200.0 million in variable rate debt outstanding, a 1%
change in the LIBOR rate to which this variable rate debt is
tied would result in a $2.0 million change in our annual
interest expense. This estimate assumes that our debt balance
remains constant for an annual period and the interest rate
change occurs at the beginning of the period.

Critical Accounting Matters

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

Recent Accounting Pronouncements

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

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

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

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

20



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Forward-Looking Statements

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




Item 3.     Quantitative
and Qualitative Disclosures About Market Risk

See Factors Affecting Liquidity and Capital
Resources above.




Item 4.     Controls
and Procedures

Evaluation of Disclosure Controls and
Procedures

Our management carried out an evaluation, under
the supervision and with the participation of our Chief
Executive Officer (CEO) and Chief Financial Officer
(CFO), of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the Exchange
Act)), as of November 2, 2003, the end of the period
covered by this Quarterly Report on Form 10-Q. Based upon
that evaluation, the CEO and CFO concluded that as of the
evaluation date, our disclosure controls and procedures are
effective to ensure that information required to be disclosed by
the company in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange
Commission rules and forms.

Changes in Internal Control Over Financial
Reporting

During the fiscal quarter ended November 2,
2003, there has been no change in our internal control over
financial reporting (as defined in Rule 13a-15(f) and
15d-15(f) under the Exchange Act) that has materially affected
or is reasonably likely to materially affect, our internal
control over financial reporting.




PART II

OTHER INFORMATION




Item 1.Legal
Proceedings

NONE




Item 2.Changes
in Securities and Use of Proceeds

NONE




Item 3.Defaults
upon Senior Securities

NONE




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

NONE




Item 5.Other
Information

NONE

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Item 6.Exhibits
and Reports on Form 8-K

(a) Exhibits:

| |    |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -- | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3  | .01   |  | Restated Certificate of Incorporation of the
    Company, incorporated herein by reference to Exhibit 3.01
    of our Annual Report on Form 10-K, filed on May 4,
    1998 (File No. 001-13927).                                                                                                                                                                                                                           
| | 3  | .02   |  | Certificate of Correction to the Restated
    Certificate of Incorporation of the Company, incorporated herein
    by reference to Exhibit 3.02 of our Annual Report on
    Form 10-K, filed on May 4, 1998
    (File No. 001-13927).                                                                                                                                                                                      
| | 3  | .02.1 |  | Certificate of Amendment to the Restated
    Certificate of Incorporation of CSK Auto Corporation,
    incorporated herein by reference to Exhibit 3.02.1 of our
    Report on Form 10-Q, filed on September 18, 2002
    (File No. 001-13927).                                                                                                                                                                            
| | 3  | .03   |  | Amended and Restated By-Laws of the Company,
    incorporated herein by reference to Exhibit 3.03 of our
    Annual Report on Form 10-K, filed on April 28, 1999
    (File No. 001-13927).                                                                                                                                                                                                                                 
| | 3  | .03.1 |  | First Amendment to Amended and Restated By-Laws
    of the Company, incorporated herein by reference to
    Exhibit 3.03.1 of our Annual Report on Form 10-K,
    filed on May 1, 2001 (File No. 001-13927).                                                                                                                                                                                                               
| | 4  | .02   |  | Indenture dated as of October 30, 1996, by
    and among CSK Auto, Inc. (Auto), Kragen Auto Supply
    Co., Schucks Distribution Co. and The Bank of New York (as
    successor to Wells Fargo Bank, N.A.), as Trustee, including form
    of Note, incorporated herein by reference to CSK Auto
    Inc.s Registration Statement on Form S-4
    (File No. 333-22511).                                                 
| | 4  | .03   |  | Form of Common Stock certificate, incorporated
    herein by reference to our Registration Statement on
    Form S-1 (File No. 333-43211).                                                                                                                                                                                                                                                                                 
| | 4  | .04.2 |  | Purchase Agreement, dated December 7, 2001,
    by and among CSK Auto, Inc; CSK Auto Corporation,
    Automotive Information Systems, Inc. and CSKAUTO.COM, Inc., as
    Guarantors; and Credit Suisse First Boston Corporation,
    J.P. Morgan Securities Inc. and UBS Warburg LLC as
    Purchasers, incorporated herein by reference to
    Exhibit 99.4 of our Current Report on Form 8-K, filed
    January 18, 2002.
| | 4  | .05   |  | Credit Agreement, dated as of December 21,
    2001, by and among CSK Auto, Inc., the lenders from time to
    time a party thereto, and JP Morgan Chase Bank, Credit
    Suisse First Boston, and UBS AG, Stamford Branch,
    incorporated herein by reference to Exhibit 99.2 of our
    Current Report on Form 8-K, filed January 18, 2002.                                                                            
| | 4  | .05.1 |  | Indenture, dated December 21, 2001, by and
    among CSK Auto, Inc.; CSK Auto Corporation, as
    guarantor; Automotive Information Systems, Inc. and CSKAUTO.COM,
    Inc., as subsidiary guarantors; and the Bank of New York, as
    Trustee, incorporated herein by reference to Exhibit 99.3
    of our Current Report on Form 8-K, filed January 18,
    2002.                                                       
| | 4  | .06   |  | ISDA master agreement executed as of February
    2002 between Lehman Brothers Special Financing Inc. and
    CSK Auto, Inc., incorporated herein by reference to our
    Annual Report on Form 10-K, filed on April 23, 2002
    (File No. 001-13927).                                                                                                                                                                    
| | 4  | .06.1 |  | Termination agreement executed as of June 5,
    2003 between Lehman Brothers Special Financing Inc. and
    CSK Auto, Inc., which terminates the ISDA master agreement
    executed as of February 2002 between Lehman Brothers Special
    Financing Inc. and CSK Auto, Inc., incorporated herein by
    reference to our Report on Form 10-Q, filed on
    September 17, 2003 (File No. 001-13927).                     
| | 4  | .07   |  | Credit Agreement, dated as of June 20, 2003,
    by and among CSK Auto, Inc., the lenders from time to time
    a party thereto, and JP Morgan Chase Bank, Credit Suisse
    First Boston, Bank of America, N.A. and US Bank,
    incorporated herein by reference to Exhibit 99.2 of our
    Current Report on Form 8-K, filed June 25, 2003.                                                                             
| | 4  | .07.1 |  | Guarantee and Collateral Agreement executed as of
    June 20, 2003 made by CSK Auto Corporation,
    CSK Auto, Inc., and certain of its Subsidiaries and
    JPMorgan Chase Bank, incorporated herein by reference to
    Exhibit 99.3 of our Current Report on Form 8-K, filed
    June 25, 2003.                                                                                                                        
| | 10 | .01   |  | Amendment to employment agreement between James
    Bazlen and CSK Auto, Inc., dated June 11, 2003,
    incorporated herein by reference to our Report on
    Form 10-Q, filed on September 17, 2003 (File
    No. 001-13927).                                                                                                                                                                                             

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| |    |     |  |                                                                                                                                                                                               
| | -- | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 31 | .01 |  | Certification pursuant to Exchange Act
    Rules 13a-15(e) and 15d-15(e) of the Chief Executive
    Officer.                                                                                  
| | 31 | .02 |  | Certification pursuant to Exchange Act
    Rules 13a-15(e) and 15d-15(e) of the Chief Financial
    Officer.                                                                                  
| | 32 | .01 |  | Certification by the Chief Executive Officer and
    Chief Financial Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K:



| |                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On September 3, 2003, we furnished a press
    release on Form 8-K to report, under item 12 thereof,
    our operating results for the second quarter of fiscal 2003.                                                               
|
| | On September 9, 2003, we furnished a press
    release on Form 8-K to report under item 5 thereof,
    that one of our principal stockholders was offering
    3.0 million shares of CSK Auto Corporation common
    stock for sale.
|
| | On October 17, 2003, we furnished a press
    release and a slide presentation on Form 8-K to report,
    under item 9 thereof, information provided at an investor
    presentation.                                               

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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: December 12, 2003

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EXHIBIT INDEX

|        |    |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                            
|------- | -- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|        | 3  | .01         |  | Restated Certificate of Incorporation of the
    Company, incorporated herein by reference to Exhibit 3.01
    of our Annual Report on Form 10-K, filed on May 4,
    1998 (File No. 001-13927).                                                                                                                                                                                                                           
|        | 3  | .02         |  | Certificate of Correction to the Restated
    Certificate of Incorporation of the Company, incorporated herein
    by reference to Exhibit 3.02 of our Annual Report on
    Form 10-K, filed on May 4, 1998
    (File No. 001-13927).                                                                                                                                                                                      
|        | 3  | .02.1       |  | Certificate of Amendment to the Restated
    Certificate of Incorporation of CSK Auto Corporation,
    incorporated herein by reference to Exhibit 3.02.1 of our
    Report on Form 10-Q, filed on September 18, 2002
    (File No. 001-13927).                                                                                                                                                                            
|        | 3  | .03         |  | Amended and Restated By-Laws of the Company,
    incorporated herein by reference to Exhibit 3.03 of our
    Annual Report on Form 10-K, filed on April 28, 1999
    (File No. 001-13927).                                                                                                                                                                                                                                 
|        | 3  | .03.1       |  | First Amendment to Amended and Restated By-Laws
    of the Company, incorporated herein by reference to
    Exhibit 3.03.1 of our Annual Report on Form 10-K,
    filed on May 1, 2001 (File No. 001-13927).                                                                                                                                                                                                               
|        | 4  | .02         |  | Indenture dated as of October 30, 1996, by
    and among CSK Auto, Inc. (Auto), Kragen Auto
    Supply Co., Schucks Distribution Co. and The Bank of New York
    (as successor to Wells Fargo Bank, N.A.), as Trustee, including
    form of Note, incorporated herein by reference to CSK Auto
    Inc.s Registration Statement on Form S-4
    (File No. 333-22511).                                                 
|        | 4  | .03         |  | Form of Common Stock certificate, incorporated
    herein by reference to our Registration Statement on
    Form S-1 (File No. 333-43211).                                                                                                                                                                                                                                                                                 
|        | 4  | .04.2       |  | Purchase Agreement, dated December 7, 2001,
    by and among CSK Auto, Inc; CSK Auto Corporation,
    Automotive Information Systems, Inc. and CSKAUTO.COM, Inc., as
    Guarantors; and Credit Suisse First Boston Corporation,
    J.P. Morgan Securities Inc. and UBS Warburg LLC as
    Purchasers, incorporated herein by reference to
    Exhibit 99.4 of our Current Report on Form 8-K, filed
    January 18, 2002.
|        | 4  | .05         |  | Credit Agreement, dated as of December 21,
    2001, by and among CSK Auto, Inc., the lenders from time to
    time a party thereto, and JP Morgan Chase Bank, Credit
    Suisse First Boston, and UBS AG, Stamford Branch,
    incorporated herein by reference to Exhibit 99.2 of our
    Current Report on Form 8-K, filed January 18, 2002.                                                                            
|        | 4  | .05.1       |  | Indenture, dated December 21, 2001, by and
    among CSK Auto, Inc.; CSK Auto Corporation, as
    guarantor; Automotive Information Systems, Inc. and CSKAUTO.COM,
    Inc., as subsidiary guarantors; and the Bank of New York, as
    Trustee, incorporated herein by reference to Exhibit 99.3
    of our Current Report on Form 8-K, filed January 18,
    2002.                                                       
|        | 4  | .06         |  | ISDA master agreement executed as of February
    2002 between Lehman Brothers Special Financing Inc. and
    CSK Auto, Inc., incorporated herein by reference to our
    Annual Report on Form 10-K, filed on April 23, 2002
    (File No. 001-13927).                                                                                                                                                                    
|        | 4  | .06.1       |  | Termination agreement executed as of June 5,
    2003 between Lehman Brothers Special Financing Inc. and
    CSK Auto, Inc. which terminates the ISDA master agreement
    executed as of February 2002 between Lehman Brothers Special
    Financing Inc. and CSK Auto, Inc., incorporated herein by
    reference to our Report on Form 10-Q, filed on
    September 17, 2003 (File No. 001-13927)                       
|        | 4  | .07         |  | Credit Agreement, dated as of June 20, 2003,
    by and among CSK Auto, Inc., the lenders from time to time
    a party thereto, and JP Morgan Chase Bank, Credit Suisse
    First Boston, Bank of America, N.A. and US Bank,
    incorporated herein by reference to Exhibit 99.2 of our
    Current Report on Form 8-K, filed June 25, 2003.                                                                             
|        | 4  | .07.1       |  | Guarantee and Collateral Agreement executed as of
    June 20, 2003 made by CSK Auto Corporation,
    CSK Auto, Inc., and certain of its Subsidiaries and
    JPMorgan Chase Bank, incorporated herein by reference to
    Exhibit 99.3 of our Current Report on Form 8-K, filed
    June 25, 2003.                                                                                                                        
|        | 10 | .01         |  | Amendment to employment agreement between James
    Bazlen and CSK Auto, Inc., dated June 11, 2003,
    incorporated herein by reference to our Report on
    Form 10-Q, filed on September 17, 2003 (File
    No. 001-13927).                                                                                                                                                                                             
|        | 31 | .01         |  | Certification pursuant to Exchange Act
    Rules 13a-15(e) and 15d-15(e) of the Chief Executive
    Officer.                                                                                                                                                                                                                                                                                                               



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|        |    |             |  |                                                                                                                                                                                               
|------- | -- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|        | 31 | .02         |  | Certification pursuant to Exchange Act
    Rules 13a-15(e) and 15d-15(e) of the Chief Financial
    Officer.                                                                                  
|        | 32 | .01         |  | Certification by the Chief Executive Officer and
    Chief Financial Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.