##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q

|           |  |                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                             
|þ          |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|          
|           |  | For the quarterly period ended May 2,
    2004                                              
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period
    from           to                                             

Commission file number 001-13927

CSK Auto Corporation

(Exact name of registrant as specified in its
charter)


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

(602) 265-9200

(Registrants telephone number, including
area code)


N/A

(Former name, former address and former fiscal
year,


if changed since last report)


Indicate
by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days.     Yes þ          No o

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

As
of June 3, 2004, CSK Auto Corporation had
46,532,915 shares of common stock outstanding.



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TABLE OF CONTENTS

|                                   |  |                                                                                           |    |      |    | 
|---------------------------------- |  | ----------------------------------------------------------------------------------------- | -- | ---- | -- | 
|                                   |  |                                                                                           |    | Page
|                                   |  |                                                                                           |    |     
|PART I 
    Financial Information
|Item 1.                            |  | Financial Statements
    (unaudited)                                                      |    |      | 2  | 
|                                   |  | 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 |    |      | 11 | 
|Item 3.                            |  | Quantitative and Qualitative
    Disclosures About Market Risk                            |    |      | 17 | 
|Item 4.                            |  | Controls and Procedures                                                                   |    |      | 17 | 
|                                  
|PART II 
    Other Information   
|Item 1.                            |  | Legal Proceedings                                                                         |    |      | 17 | 
|Item 2.                            |  | Changes in Securities and
    Use of Proceeds                                             |    |      | 18 | 
|Item 3.                            |  | Defaults upon Senior
    Securities                                                       |    |      | 18 | 
|Item 4.                            |  | Submission of Matters to a
    Vote of Security Holders                                   |    |      | 18 | 
|Item 5.                            |  | Other Information                                                                         |    |      | 18 | 
|Item 6.                            |  | Exhibits and Reports on
    Form 8-K                                                      |    |      | 18 | 
|Signature                          |  |                                                                                           | 20 |     
|EX-3.03.2                         
|EX-4.01.1                         
|EX-10.1                           
|EX-31.1                           
|EX-31.2                           
|EX-32.0                           



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)


(Unaudited)


|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |          |           | 
|--------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | ----------- | --------- | - | ------- | -------- | --------- | 
|                                                                      |                                                                                                                                                                                    | May 2,                                     |         | February 1,
|                                                                      |                                                                                                                                                                                    | 2004                                       |         | 2004       
|                                                                      |                                                                                                                                                                                    |                                            |         |            
|ASSETS                                                               
|Cash and cash equivalents                                             |                                                                                                                                                                                    | $                                          | 43,561  |             |           | $ | 37,221  |         
|Receivables, net of allowances of $1,622 and
    $1,577, respectively |                                                                                                                                                                                    |                                            | 139,124 |             |           |   | 136,523 |         
|Inventories                                                           |                                                                                                                                                                                    |                                            | 678,626 |             |           |   | 666,263 |         
|Deferred income taxes                                                 |                                                                                                                                                                                    |                                            |        |             |           |   | 787     |         
|Prepaid expenses and other current assets                             |                                                                                                                                                                                    |                                            | 22,369  |             |           |   | 21,123  |         
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|                                                                      |                                                                                                                                                                                    | Total current assets                       |         |             | 883,680   |   |         |          | 861,917   | 
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|Property and equipment, net                                           |                                                                                                                                                                                    |                                            | 121,589 |             |           |   | 124,813 |         
|Leasehold interests, net                                              |                                                                                                                                                                                    |                                            | 11,810  |             |           |   | 12,278  |         
|Goodwill                                                              |                                                                                                                                                                                    |                                            | 127,069 |             |           |   | 127,069 |         
|Other assets, net                                                     |                                                                                                                                                                                    |                                            | 36,711  |             |           |   | 27,388  |         
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|                                                                      |                                                                                                                                                                                    | Total assets                               |         | $           | 1,180,859 |   |         | $        | 1,153,465 | 
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|LIABILITIES AND STOCKHOLDERS
    EQUITY                             
|Accounts payable                                                      |                                                                                                                                                                                    | $                                          | 188,079 |             |           | $ | 177,150 |         
|Accrued payroll and related expenses                                  |                                                                                                                                                                                    |                                            | 48,174  |             |           |   | 47,498  |         
|Accrued expenses and other current liabilities                        |                                                                                                                                                                                    |                                            | 48,545  |             |           |   | 49,617  |         
|Deferred income taxes                                                 |                                                                                                                                                                                    |                                            | 6,778   |             |           |   |        |         
|Current maturities of amounts due under senior
    credit facility    |                                                                                                                                                                                    |                                            | 2,550   |             |           |   | 2,550   |         
|Current maturities of capital lease obligations                       |                                                                                                                                                                                    |                                            | 9,892   |             |           |   | 10,240  |         
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|                                                                      |                                                                                                                                                                                    | Total current liabilities                  |         |             | 304,018   |   |         |          | 287,055   | 
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|Long term debt                                                        |                                                                                                                                                                                    |                                            | 483,237 |             |           |   | 492,463 |         
|Obligations under capital leases                                      |                                                                                                                                                                                    |                                            | 12,811  |             |           |   | 15,017  |         
|Deferred income taxes                                                 |                                                                                                                                                                                    |                                            | 13,209  |             |           |   | 13,121  |         
|Other liabilities                                                     |                                                                                                                                                                                    |                                            | 22,613  |             |           |   | 14,251  |         
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|                                                                      |                                                                                                                                                                                    | Total non-current liabilities              |         |             | 531,870   |   |         |          | 534,852   | 
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|Commitments and contingencies                                         |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|                                                                      | Stockholders equity:                                                                                                                                                              |                                            |         |             |           |   |         |          |          
|                                                                      | Common stock, $0.01 par value,
    58,000,000 shares authorized, 46,530,750 and
    46,497,936 shares issued and outstanding at May 2,
    2004 and February 1, 2004, respectively |                                            |         | 465         |           |   |         | 465      |          
|                                                                      | Additional paid-in capital                                                                                                                                                         |                                            |         | 467,028     |           |   |         | 466,576  |          
|                                                                      | Stockholder receivable                                                                                                                                                             |                                            |         | (65         | )         |   |         | (73      | )        
|                                                                      | Accumulated deficit                                                                                                                                                                |                                            |         | (122,457    | )         |   |         | (135,410 | )        
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|                                                                      |                                                                                                                                                                                    | Total stockholders equity                 |         |             | 344,971   |   |         |          | 331,558   | 
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         
|                                                                      |                                                                                                                                                                                    | Total liabilities and stockholders equity |         | $           | 1,180,859 |   |         | $        | 1,153,465 | 
|                                                                      |                                                                                                                                                                                    |                                            |         |             |           |   |         |         

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

(In thousands, except share data)


(Unaudited)


|                                           |                              |                      |         |         |      |   |         |         |      | 
|------------------------------------------ | ---------------------------- | -------------------- | ------- | ------- | ---- | - | ------- | ------- | ---- | 
|                                           |                              |                     
|                                           |                              | Thirteen Weeks Ended
|                                           |                              |                     
|                                           |                              | May 2,               |         | May 4, 
|                                           |                              | 2004                 |         | 2003   
|                                           |                              |                      |         |        
|Net sales                                  |                              | $                    | 397,054 |         |      | $ | 377,449 |        
|Cost of sales                              |                              |                      | 208,458 |         |      |   | 202,425 |        
|                                           |                              |                      |         |         |      |   |         |        
|Gross profit                               |                              |                      | 188,596 |         |      |   | 175,024 |        
|Other costs and expenses:                  |                              |                      |         |         |      |   |         |        
|                                           | Operating and administrative |                      |         | 158,745 |      |   |         | 148,723 |     
|                                           | Store closing costs          |                      |         | 326     |      |   |         | 93      |     
|                                           |                              |                      |         |         |      |   |         |        
|Operating profit                           |                              |                      | 29,525  |         |      |   | 26,208  |        
|Interest expense, net                      |                              |                      | 8,255   |         |      |   | 13,936  |        
|                                           |                              |                      |         |         |      |   |         |        
|Income before income taxes                 |                              |                      | 21,270  |         |      |   | 12,272  |        
|Income tax expense                         |                              |                      | 8,317   |         |      |   | 4,749   |        
|                                           |                              |                      |         |         |      |   |         |        
|Net income                                 |                              | $                    | 12,953  |         |      | $ | 7,523   |        
|                                           |                              |                      |         |         |      |   |         |        
|Basic earnings per share:                  |                              |                      |         |         |      |   |         |        
|                                           |                              | Net income           |         | $       | 0.28 |   |         | $       | 0.17 | 
|                                           |                              |                      |         |         |      |   |         |        
|Shares used in computing per share amounts |                              |                      | 46,517  |         |      |   | 45,149  |        
|                                           |                              |                      |         |         |      |   |         |        
|Diluted earnings per share:                |                              |                      |         |         |      |   |         |        
|                                           |                              | Net income           |         | $       | 0.28 |   |         | $       | 0.17 | 
|                                           |                              |                      |         |         |      |   |         |        
|Shares used in computing per share amounts |                              |                      | 46,885  |         |      |   | 45,188  |        
|                                           |                              |                      |         |         |      |   |         |        

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

3



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CSK AUTO CORPORATION AND
SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS
EQUITY

(In thousands, except share data)


(Unaudited)


|                                               |  |              |            |            |  |             |     |             |  |         |         |        |  |   |     |   |  |   |          |   |  |   |         | 
|---------------------------------------------- |  | ------------ | ---------- | ---------- |  | ----------- | --- | ----------- |  | ------- | ------- | ------ |  | - | --- | - |  | - | -------- | - |  | - | ------- | 
|                                               |  |              |            |            |  |             |     |             |  |        
|                                               |  | Common Stock |            | Additional |  |             |     |             |  |        
|                                               |  |              |            | Paid-In    |  | Stockholder |     | Accumulated |  | Total  
|                                               |  | Shares       |            | Amount     |  | Capital     |     | Receivable  |  | Deficit |         | Equity
|                                               |  |              |            |            |  |             |     |             |  |         |         |       
|Balances at February 1, 2004                   |  |              | 46,497,936 |            |  | $           | 465 |             |  | $       | 466,576 |        |  | $ | (73 | ) |  | $ | (135,410 | ) |  | $ | 331,558 | 
|Exercise of options                            |  |              | 32,814     |            |  |             |    |             |  |         | 346     |        |  |   |    |   |  |   |         |   |  |   | 346     | 
|Tax benefit relating to stock option exercises |  |              |           |            |  |             |    |             |  |         | 106     |        |  |   |    |   |  |   |         |   |  |   | 106     | 
|Repayment of stockholder receivable            |  |              |           |            |  |             |    |             |  |         |        |        |  |   | 8   |   |  |   |         |   |  |   | 8       | 
|Net income                                     |  |              |           |            |  |             |    |             |  |         |        |        |  |   |    |   |  |   | 12,953   |   |  |   | 12,953  | 
|                                               |  |              |            |            |  |             |     |             |  |         |         |        |  |   |     |   |  |   |          |   |  |   |         | 
|Balances at May 2, 2004                        |  |              | 46,530,750 |            |  | $           | 465 |             |  | $       | 467,028 |        |  | $ | (65 | ) |  | $ | (122,457 | ) |  | $ | 344,971 | 
|                                               |  |              |            |            |  |             |     |             |  |         |         |        |  |   |     |   |  |   |          |   |  |   |         | 

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

(In thousands)


(Unaudited)


|                                               |                                                                                       |                                                                 |                                                                     |         |        |         |        |         |         |         |  
|---------------------------------------------- | ------------------------------------------------------------------------------------- | --------------------------------------------------------------- | ------------------------------------------------------------------- | ------- | ------ | ------- | ------ | ------- | ------- | ------- | -
|                                               |                                                                                       |                                                                
|                                               |                                                                                       | Thirteen Weeks Ended                                           
|                                               |                                                                                       |                                                                
|                                               |                                                                                       | May 2,                                                          |                                                                     | May 4, 
|                                               |                                                                                       | 2004                                                            |                                                                     | 2003   
|                                               |                                                                                       |                                                                 |                                                                     |        
|Cash flows from operating activities:          |                                                                                       |                                                                 |                                                                     |         |        |         |        |        
|                                               | Net income                                                                            |                                                                 | $                                                                   | 12,953  |        |         | $      | 7,523   |        
|                                               | Adjustments to reconcile net income to net cash
    provided by operating activities: |                                                                 |                                                                     |         |        |         |        |         |        
|                                               |                                                                                       | Depreciation and amortization of property and
    equipment     |                                                                     |         | 7,332  |         |        |         | 7,712   |        
|                                               |                                                                                       | Amortization of other items                                     |                                                                     |         | 1,032  |         |        |         | 926     |        
|                                               |                                                                                       | Amortization of deferred financing costs                        |                                                                     |         | 483    |         |        |         | 1,286   |        
|                                               |                                                                                       | Amortization of long term debt fair market value
    adjustment |                                                                     |         | (27    | )       |        |         |        |        
|                                               |                                                                                       | Accretion of debt discount                                      |                                                                     |         | 14     |         |        |         | 226     |        
|                                               |                                                                                       | Losses on disposal of property, equipment and
    other assets  |                                                                     |         | 235    |         |        |         | 357     |        
|                                               |                                                                                       | Tax benefit relating to stock option exercises                  |                                                                     |         | 106    |         |        |         |        |        
|                                               |                                                                                       | Deferred income taxes                                           |                                                                     |         | 7,653  |         |        |         | 4,486   |        
|                                               |                                                                                       | Change in operating assets and liabilities:                     |                                                                     |         |        |         |        |         |         |        
|                                               |                                                                                       |                                                                 | Receivables                                                         |         |        | (1,477  | )      |         |         | 2,036   |  
|                                               |                                                                                       |                                                                 | Inventories                                                         |         |        | (19,947 | )      |         |         | (30,507 | )
|                                               |                                                                                       |                                                                 | Prepaid expenses and other current assets                           |         |        | (1,246  | )      |         |         | (1,157  | )
|                                               |                                                                                       |                                                                 | Accounts payable                                                    |         |        | 7,767   |        |         |         | 17,356  |  
|                                               |                                                                                       |                                                                 | Accrued payroll, accrued expenses and other
    current liabilities |         |        | 392     |        |         |         | 6,029   |  
|                                               |                                                                                       |                                                                 | Other operating activities                                          |         |        | (609    | )      |         |         | (586    | )
|                                               |                                                                                       |                                                                 |                                                                     |         |        |         |        |        
|                                               |                                                                                       | Net cash provided by operating activities                       |                                                                     |         | 14,661 |         |        |         | 15,687  |        
|                                               |                                                                                       |                                                                 |                                                                     |         |        |         |        |        
|Cash flows from investing activities:          |                                                                                       |                                                                 |                                                                     |         |        |         |        |        
|                                               | Capital expenditures                                                                  |                                                                 |                                                                     | (4,352  | )      |         |        | (622    | )      
|                                               | Other investing activities                                                            |                                                                 |                                                                     | (817    | )      |         |        | (858    | )      
|                                               |                                                                                       |                                                                 |                                                                     |         |        |         |        |        
|                                               |                                                                                       | Net cash used in investing activities                           |                                                                     |         | (5,169 | )       |        |         | (1,480  | )      
|                                               |                                                                                       |                                                                 |                                                                     |         |        |         |        |        
|Cash flows from financing activities:          |                                                                                       |                                                                 |                                                                     |         |        |         |        |        
|                                               | Borrowings under senior credit facility                                               |                                                                 |                                                                     | 20,600  |        |         |        | 56,000  |        
|                                               | Payments under senior credit facility                                                 |                                                                 |                                                                     | (20,600 | )      |         |        | (68,000 | )      
|                                               | Payment of debt issuance costs                                                        |                                                                 |                                                                     | (854    | )      |         |        |        |        
|                                               | Payments on capital lease obligations                                                 |                                                                 |                                                                     | (2,554  | )      |         |        | (2,774  | )      
|                                               | Proceeds from repayment of stockholder receivable                                     |                                                                 |                                                                     | 8       |        |         |        |        |        
|                                               | Proceeds from exercise of stock options                                               |                                                                 |                                                                     | 346     |        |         |        | 8       |        
|                                               | Other financing activities                                                            |                                                                 |                                                                     | (98     | )      |         |        | (92     | )      
|                                               |                                                                                       |                                                                 |                                                                     |         |        |         |        |        
|                                               |                                                                                       | Net cash used in financing activities                           |                                                                     |         | (3,152 | )       |        |         | (14,858 | )      
|                                               |                                                                                       |                                                                 |                                                                     |         |        |         |        |        
|                                               |                                                                                       | Net increase (decrease) in cash and cash
    equivalents        |                                                                     |         | 6,340  |         |        |         | (651    | )      
|Cash and cash equivalents, beginning of period |                                                                                       |                                                                 | 37,221                                                              |         |        |         | 15,519 |        
|                                               |                                                                                       |                                                                 |                                                                     |         |        |         |        |        
|Cash and cash equivalents, end of period       |                                                                                       | $                                                               | 43,561                                                              |         |        | $       | 14,868 |        
|                                               |                                                                                       |                                                                 |                                                                     |         |        |         |        |        

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

5



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


Thirteen Weeks Ended May 2,
2004


CSK Auto Corporation is a holding company. At
May 2, 2004, CSK Auto Corporation had no business activity
other than its investment in CSK Auto, Inc. (Auto),
a wholly owned subsidiary. On a consolidated basis, CSK Auto
Corporation and its subsidiaries are referred to herein as the
Company, we, us, or
our.

Auto is a specialty retailer of automotive
aftermarket parts and accessories. At May 2, 2004, we
operated 1,117 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 in accordance with generally accepted
accounting principles for interim financial information and with
instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, the financial statements do
not include all information and footnotes required by generally
accepted accounting principles for fiscal year end financial
statements. 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 1,
2004, as included in our Annual Report on Form 10-K filed
with the SEC on April 15, 2004.

Note 2  Recent Accounting
Pronouncements

In January 2003, the Financial Accounting
Standards Board (FASB) issued Financial
Interpretation No. (FIN) 46, Consolidation of
Variable Interest Entities, which addressed accounting for
special-purpose and variable interest entities. In December
2003, the FASB issued FIN 46R, Consolidation of
Variable Interest Entities, which superseded FIN 46.
The effective date of FIN 46R is the end of the first
reporting period that ends after March 15, 2004, unless the
entity is considered to be a special-purpose entity. Companies
that have adopted FIN 46 prior to the effective date of
FIN 46R will either continue to apply FIN 46 until the
effective date of FIN 46R or apply the provision of
FIN 46R at an earlier date. As of May 2, 2004, we have
adopted FIN 46 and FIN 46R with no impact on our
financial statements.

The FASB has released an Exposure Draft,
Share-Based Payment  An Amendment to FASB
Statements No. 123 and 95, which revises the rules
governing stock option accounting. The exposure draft requires
expense recognition of stock options and certain employee stock
purchase plans in the statements of operations. The comment
period ends June 30, 2004. The effective date of this
Statement is expected to be in fiscal 2005. The pro forma impact
on the first quarter of fiscal 2004 of expense recognition of
unvested stock options is calculated as required under Statement
of Financial Accounting Standards (SFAS)
No. 123, Accounting for Stock-Based
Compensation and disclosed in Note 7 of these
financial statements.

Note 3  Inventories

Inventories are valued at the lower of cost or
market, our costs being determined utilizing the Last-in
First-out (LIFO) method. Under the LIFO method,
costs of sales reflect the costs of the most recently purchased
inventories. Inventory carrying balances on the other hand,
reflect the costs relating to prices paid in prior years under
the LIFO method. Our costs of acquiring inventories through
normal purchasing activities have been moderately decreasing, as
our increased size, financial performance 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 in our financial statements. As

6



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

a result of the LIFO method of accounting for
inventory and the ability to obtain lower product acquisition
costs, we recorded reductions to cost of goods sold of
$1.2 million and $8.3 million for the quarters ending
May 2, 2004 and May 4, 2003, respectively.

The replacement cost of inventories, including
capitalization, was approximately $562.9 million and
$552.0 million at May 2, 2004 and February 1,
2004, respectively, as compared to financial statement carrying
values of $678.6 million and $666.3 million. While
financial statement carrying balances are higher than
replacement costs, such carrying balances are not higher than
the net realizable value (NRV) we expect to earn by
selling the inventory through our retail stores in the normal
course of business. Under generally accepted accounting
principles, NRV reflects the expected selling price of the
inventories, less selling costs and a normal profit margin to
compute our NRV floor.

We evaluate the difference between carrying
balances and NRV of our inventories at each balance sheet
reporting date. At May 2, 2004, we estimated that the NRV
of our inventories exceeded carrying balances by approximately
$1.0 million. Though not anticipated at this time, if our
evaluation in a future period indicated that carrying balances
exceeded the NRV of the inventories, the carrying balances of
the inventory would be reduced to NRV, with a corresponding
charge to operations.

Note 4  Store Closing
Costs

On an on-going basis, store locations are
reviewed and analyzed based on several factors including market
saturation, store profitability, and store size and format. In
addition, we analyze sales trends and geographical and
competitive factors to determine the viability and future
profitability of our store locations. If a store location does
not meet our required performance, it is considered for closure.
As a result of past acquisitions, we have closed numerous
locations due to store overlap with previously existing store
locations.

We account for the costs of closed stores in
accordance with SFAS No. 146, Accounting for
Costs Associated with Exit or Disposal Activities. Under
SFAS No. 146, costs of operating lease commitments for
a closed store are recognized as expense at fair value at the
time we cease operating the store. Fair value of the liability
is determined as the present value of future cash flows
discounted using a credit-adjusted risk free rate. Accretion
expense represents interest on our recorded closed store
liabilities at the same credit adjusted risk free rate used to
discount the cash flows. In addition, SFAS No. 146
also requires that the amount of remaining lease payments owed
be reduced by estimated sublease income (but not to an amount
less than zero). Sublease income in excess of costs associated
with the lease is recognized as it is earned and included as a
reduction to operating and administrative expense in the
accompanying financial statements.

The allowance for store closing costs is included
in accrued expenses and other long term liabilities in the
accompanying financial statements and primarily represents the
discounted value of three future net cash outflows related to
closed stores: (1) future rents to be paid over the
remaining terms of the lease agreements for the stores (net of
estimated probable sublease income); (2) lease commissions
associated with the anticipated store subleases; and
(3) contractual expenses associated with the closed store
vacancy periods. Operating expenses, such as utilities and
repairs, are expensed as incurred and no provision is made for
employee termination costs. During the period that they remain
open for business, the rent and other operating expenses for the
stores to be closed continue to be reflected in normal operating
expenses.

As of May 2, 2004, we had a total of
161 store locations included in the allowance for store
closing costs. Of this total, 17 locations were vacant and
144 locations were subleased. In addition to these stores, we
had 56 service centers of which 3 were vacant and
53 were subleased. Future rental payments will be made
through the expiration of the non-cancelable leases, the longest
of which expires January 2018.

7



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Activity in the allowance for store closings and
the related payments for the first quarter of fiscal 2004 are as
follows ($ in thousands):

|                           |                                        |                          |        |        |        |  
|-------------------------- | -------------------------------------- | ------------------------ | ------ | ------ | ------ | -
|Balance, beginning of year |                                        | $                        | 12,148 |       
|Store closing costs:       |                                        |                          |        |       
|                           | Provision for store closing costs      |                          |        | 29     |       
|                           | Revisions in estimates                 |                          |        | (4     | )     
|                           | Accretion                              |                          |        | 153    |       
|                           | Operating expenses and other           |                          |        | 148    |       
|                           |                                        |                          |        |       
|                           |                                        | Store closing costs, net |        |        | 326    |  
|Payments:                  |                                        |                          |        |       
|                           | Rent expense, net of sublease income   |                          |        | (806   | )     
|                           | Occupancy and other expenses           |                          |        | (223   | )     
|                           | Lease buyouts and sublease commissions |                          |        | (1,211 | )     
|                           |                                        |                          |        |       
|                           |                                        | Total payments           |        |        | (2,240 | )
|                           |                                        |                          |        |       
|Balance as of May 2, 2004  |                                        | $                        | 10,234 |       
|                           |                                        |                          |        |       

We expect cash outflows for vacant stores,
sublease losses and lease buyouts of approximately
$6.0 million during fiscal 2004, with the remainder of cash
outflows relating to these items primarily occurring during
fiscal 2005 through 2007.

Note 5  Long Term
Debt

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

|                                                          |                                                                                                                                   |        |         |             |   |   |         |         |  
|--------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | ------ | ------- | ----------- | - | - | ------- | ------- | -
|                                                          |                                                                                                                                   | May 2, |         | February 1,
|                                                          |                                                                                                                                   | 2004   |         | 2004       
|                                                          |                                                                                                                                   |        |         |            
|Senior credit facility  term loan                        |                                                                                                                                   | $      | 255,000 |             |   | $ | 255,000 |        
|Senior credit facility  revolving
    credit commitment  |                                                                                                                                   |        |        |             |   |   |        |        
|12% senior notes                                          |                                                                                                                                   |        | 14,910  |             |   |   | 14,910  |        
|                                                          | Unamortized original issue discount on
    12% senior notes                                                                       |        |         | (135        | ) |   |         | (149    | )
|7% senior subordinated notes                              |                                                                                                                                   |        | 225,000 |             |   |   | 225,000 |        
|                                                          |                                                                                                                                   |        |         |             |   |   |         |        
|                                                          | Notes and loans, including current maturities                                                                                     |        |         | 494,775     |   |   |         | 494,761 |  
|                                                          | Fair market value adjustment on
    $100.0 million of 7% senior subordinated notes
    (SFAS No. 133 hedge accounting adjustment) |        |         | (9,213      | ) |   |         |        |  
|                                                          | Fair market value adjustment on remaining balance
    of 12% senior notes (SFAS No. 133 hedge
    accounting adjustment)          |        |         | 225         |   |   |         | 252     |  
|                                                          |                                                                                                                                   |        |         |             |   |   |         |        
|Total debt                                                |                                                                                                                                   |        | 485,787 |             |   | $ | 495,013 |        
|Less: current maturities under senior credit
    facility |                                                                                                                                   |        | 2,550   |             |   |   | 2,550   |        
|                                                          |                                                                                                                                   |        |         |             |   |   |         |        
|                                                          | Total long term debt                                                                                                              |        | $       | 483,237     |   |   | $       | 492,463 |  
|                                                          |                                                                                                                                   |        |         |             |   |   |         |        

On April 5, 2004, we entered into an
interest rate swap agreement to effectively convert
$100.0 million of our 7% senior subordinated notes due
2014 to a floating rate, set semi-annually in arrears, equal to
the 6 month LIBOR + 283 basis points. The
agreement is for the term of the notes. The hedge is accounted
for as a fair value hedge; accordingly, the fair
value of the derivative and changes in the fair value of the
underlying debt will be reported on our consolidated balance
sheet and recognized in the results of operations. Based upon our

8



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##### Table of Contents



CSK AUTO CORPORATION AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

assessment of effectiveness of the hedge, changes
in the fair value of this derivative and the underlying debt
will not have a significant effect on our consolidated results
of operations. At May 2, 2004, the fair value of the
interest rate swap approximated $9.2 million, which is
included as an increase in other long-term liabilities with an
identical amount reflected as a basis adjustment to the
7% senior subordinated notes on the accompanying
Consolidated Balance Sheet.

Note 6  Earnings Per
Share

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

|                                                  |                                             |                                               |   |        |        |  |   |        |        | 
|------------------------------------------------- | ------------------------------------------- | --------------------------------------------- | - | ------ | ------ |  | - | ------ | ------ | 
|                                                  |                                             |                                              
|                                                  |                                             | Thirteen Weeks                               
|                                                  |                                             | Ended                                        
|                                                  |                                             |                                              
|                                                  |                                             | May 2,                                        |   | May 4,
|                                                  |                                             | 2004                                          |   | 2003  
|                                                  |                                             |                                               |   |       
|Numerator for basic and diluted EPS:              |                                             |                                               |   |        |        |  |   |       
|                                                  | Net income                                  |                                               | $ | 12,953 |        |  | $ | 7,523  |       
|                                                  |                                             |                                               |   |        |        |  |   |       
|Denominator for basic EPS:                        |                                             |                                               |   |        |        |  |   |       
|                                                  | Weighted average shares outstanding (basic) |                                               |   | 46,517 |        |  |   | 45,149 |       
|                                                  |                                             |                                               |   |        |        |  |   |       
|Denominator for diluted EPS:                      |                                             |                                               |   |        |        |  |   |       
|                                                  | Weighted average shares outstanding (basic) |                                               |   | 46,517 |        |  |   | 45,149 |       
|                                                  | Effect of dilutive stock options            |                                               |   | 368    |        |  |   | 39     |       
|                                                  |                                             |                                               |   |        |        |  |   |       
|                                                  |                                             | Weighted average shares outstanding (diluted) |   |        | 46,885 |  |   |        | 45,188 | 
|                                                  |                                             |                                               |   |        |        |  |   |       
|Shares excluded as a result of
    anti-dilution: |                                             |                                               |   |        |        |  |   |       
|                                                  | Stock options                               |                                               |   | 346    |        |  |   | 2,969  |       

Note 7  Stock Based
Compensation

In December 2002, the FASB issued
SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure.
SFAS No. 148 amends SFAS No. 123,
Accounting for Stock-Based Compensation, to provide
alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 requires
expanded and more prominent disclosure in both annual and
interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method
on reported results.

We have stock-based employee compensation plans,
which are described more fully in Note 11 of the Notes to
Consolidated Financial Statements in our 2003 Annual Report on
Form 10-K filed with the SEC on April 15, 2004. We
continue to apply the recognition and measurement provisions of
Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees and related
interpretations in accounting for those plans. No material
stock-based employee compensation expense is reflected in net
income (loss) for the quarters ended May 2, 2004 or
May 4, 2003 as the intrinsic value of all options granted
under those plans was zero. The following table illustrates the
effect on net income and earnings per share if

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CSK AUTO CORPORATION AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

we had applied the fair value recognition
provisions of SFAS No. 123 Accounting for
Stock-Based Compensation ($ in thousands, except per share
amounts):

|                                                                                                                                                   |             |                |        |        |      |   |       |      |      | 
|-------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | -------------- | ------ | ------ | ---- | - | ----- | ---- | ---- | 
|                                                                                                                                                   |             |               
|                                                                                                                                                   |             | Thirteen Weeks
|                                                                                                                                                   |             | Ended         
|                                                                                                                                                   |             |               
|                                                                                                                                                   |             | May 2,         |        | May 4,
|                                                                                                                                                   |             | 2004           |        | 2003  
|                                                                                                                                                   |             |                |        |       
|Net income  as reported                                                                                                                           |             | $              | 12,953 |        |      | $ | 7,523 |     
|Less: Total stock-based employee compensation
    expense determined under fair value based method for all awards,
    net of related income taxes |             |                | (171   | )      |      |   | (245  | )   
|                                                                                                                                                   |             |                |        |        |      |   |       |     
|Net income  pro forma                                                                                                                             |             | $              | 12,782 |        |      | $ | 7,278 |     
|                                                                                                                                                   |             |                |        |        |      |   |       |     
|Earnings per share  basic:                                                                                                                        |             |                |        |        |      |   |       |     
|                                                                                                                                                   | As reported |                | $      | 0.28   |      |   | $     | 0.17 |     
|                                                                                                                                                   | Pro forma   |                |        | 0.27   |      |   |       | 0.16 |     
|Earnings per share  diluted:                                                                                                                      |             |                |        |        |      |   |       |     
|                                                                                                                                                   |             | As reported    |        | $      | 0.28 |   |       | $    | 0.17 | 
|                                                                                                                                                   |             | Pro forma      |        |        | 0.27 |   |       |      | 0.16 | 

Note 8  Legal
Matters

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 to mitigate
potential future tax related liability.

We believe that we have a strong basis under
California law for disputing the payment of this assessment, and
in October 2003, timely filed a Petition for Redetermination
with the Board. In May 2004, we received a response from the
Board indicating that the district office that conducted the
audit upheld its position, and requesting confirmation of our
desire to proceed with the scheduling of an appeals conference
concerning this matter. We have responded affirmatively to the
Boards letter and anticipate that an appeals conference
before an appeals division attorney or auditor will be scheduled
to take place within the next few months. 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.

We currently and from time to time are involved
in other litigation incidental to the conduct of our business,
including asbestos and similar product liability claims, slip
and fall and other general liability claims, discrimination and
employment claims, vendor disputes, and miscellaneous
environmental and real estate claims. The damages claimed in
some of this litigation are substantial. Based on internal
review, we accrue reserves using our best estimate of the
probable and reasonably estimable contingent liabilities. We do
not currently believe that any of the legal claims, individually
or in the aggregate, will result in liabilities material to our
consolidated financial position, results of operations or cash
flows.

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##### Table of Contents






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

Overview

CSK Auto Corporation is the largest specialty
retailer of automotive parts and accessories in the Western
United States and one of the largest retailers of these products
in the United States based, in each case, on our number of
stores. As of May 2, 2004, through our wholly owned
subsidiary CSK Auto, Inc., we operated 1,117 stores in
19 states under one fully integrated operating format and
three brand names:



| |   |                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------
| |  | Checker Auto Parts, founded in 1969, with
    415 stores in the Southwestern, Rocky Mountain and Northern
    Plains states and Hawaii;
|
| |  | Schucks Auto Supply, founded in 1917, with
    225 stores in the Pacific Northwest and Alaska; and                                    
|
| |  | Kragen Auto Parts, founded in 1947, with 477
    stores primarily in California.                                                       

During the thirteen weeks ended May 2, 2004
(the first quarter of fiscal 2004), we opened
7 stores, relocated 2 stores and closed 4 stores
in addition to the 2 stores closed upon relocation. Our
goal for fiscal 2004 is to open approximately 45 stores,
consisting of approximately 35 new stores and
10 relocated stores. During fiscal 2004, we expect to close
approximately 10 stores (in addition to approximately
10 stores closed due to relocation) for a net increase of
approximately 25 stores in fiscal 2004.

We compete in the U.S. automotive
aftermarket industry. Our primary competitors include national
and regional automotive parts chains, wholesalers, jobber
stores, independent operators, automobile dealers, and discount
stores and mass merchandisers that carry automotive parts. We
offer a broad selection of national brand name, private-label
and generic automotive products for domestic and imported cars
and light trucks. We serve both the do-it-yourself
(DIY) and the commercial installer, or do-it-for-me
(DIFM) markets. During the first quarter of fiscal
2004, sales to the DIY market represented approximately 83% of
our business, while sales to the DIFM market represented
approximately 17% of our business. Due to the competitive nature
of our business, we try to differentiate ourselves from other
automotive parts and accessories retailers by our:
(1) ability to make available a broad selection of products
on a timely basis, (2) attractive pricing,
(3) innovative product offerings, (4) conveniently
located stores, (5) brand name recognition as a trusted
source of automotive parts and accessories, (6) focus on
customer service, and (7) knowledgeable sales associates.

Net income for the first quarter of fiscal 2004
increased 72% compared to the thirteen weeks ended May 4,
2003 (the first quarter of fiscal 2003). Net income
was positively impacted by our increased sales, gross profit and
lower interest expense resulting primarily from our January 2004
refinancing.

Automotive Information Systems, Inc.
(AIS) is a wholly owned subsidiary of CSK Auto, Inc.
that provides diagnostic vehicle repair information to
automotive technicians, automotive replacement parts
manufacturers, automotive test equipment manufacturers, and to
DIY consumers. We are continuing to examine alternatives that
will allow us to maximize the potential value of AIS without
significantly increasing our capital commitment. Possibilities
include joint ventures or a sale in a manner that would allow us
to retain certain of the attributes of AIS we deem most valuable
to our business. We do not anticipate that any potential
transaction will have a material effect on our 2004 consolidated
results of operations or our financial condition.

The following discussion and analysis presents
factors that affected our consolidated results of operations for
the quarter ended May 2, 2004 and our consolidated
financial position at that date. The following information
should be read in conjunction with the Consolidated Financial
Statements and Notes included in this Form 10-Q as well as
our Annual Report on Form 10-K, which was filed with the
Securities and Exchange Commission on April 15, 2004.

11



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##### Table of Contents



Results of Operations

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

|                                 |  |                |       |        |  |  |       |  
|-------------------------------- |  | -------------- | ----- | ------ |  |  | ----- | -
|                                 |  |               
|                                 |  | Thirteen Weeks
|                                 |  | Ended         
|                                 |  |               
|                                 |  | May 2,         |       | May 4,
|                                 |  | 2004           |       | 2003  
|                                 |  |                |       |       
|Net sales                        |  |                | 100.0 | %      |  |  | 100.0 | %
|Cost of sales                    |  |                | 52.5  |        |  |  | 53.6  |  
|                                 |  |                |       |        |  |  |       |  
|Gross profit                     |  |                | 47.5  |        |  |  | 46.4  |  
|Operating and administrative     |  |                | 40.0  |        |  |  | 39.4  |  
|Store closing costs              |  |                | 0.1   |        |  |  | 0.1   |  
|                                 |  |                |       |        |  |  |       |  
|Operating profit                 |  |                | 7.4   |        |  |  | 6.9   |  
|Interest expense, net            |  |                | 2.0   |        |  |  | 3.7   |  
|                                 |  |                |       |        |  |  |       |  
|Income before income tax expense |  |                | 5.4   |        |  |  | 3.2   |  
|Income tax expense               |  |                | 2.1   |        |  |  | 1.2   |  
|                                 |  |                |       |        |  |  |       |  
|Net income                       |  |                | 3.3   | %      |  |  | 2.0   | %
|                                 |  |                |       |        |  |  |       |  



| |                                                                                  
| | ---------------------------------------------------------------------------------
| | Thirteen Weeks Ended May 2, 2004
    Compared to Thirteen Weeks Ended May 4, 2003

Net sales for the first quarter of fiscal 2004
increased 5.2% to $397.1 million from $377.4 million
for the first quarter of fiscal 2003. Same store sales increased
approximately 5% (approximately 5% retail and approximately 6%
commercial). All of our regions had comparable store sales
increases and sales were strong in core product categories such
as batteries, brakes, shocks and rotating electric parts. Our
core product offerings, as well as our new and innovative
products, have contributed to an increase in our dollar average
sale per customer.

Gross profit was $188.6 million, or 47.5% of
net sales, for the first quarter of fiscal 2004, as compared to
$175.0 million, or 46.4% of net sales, for the first
quarter of fiscal 2003. The increased gross profit margin
dollars and percent are a result of our continuing efforts to
lower the acquisition costs of our core products and our ability
to source our promotional products at more favorable terms. In
addition, we have reduced our store inventory shrinkage through
improved store procedures and enhanced inventory control systems.

Operating profit for the first quarter of fiscal
2004 totaled $29.5 million, or 7.4% of net sales, compared
to $26.2 million, or 6.9% of net sales, for the first
quarter of fiscal 2003. Operating and administrative expenses
were 40.0% of sales in the first quarter of fiscal 2004 as
compared to 39.4% of sales in the same quarter of fiscal 2003.
The percentage increase is primarily attributed to slightly
higher incentive payments and benefit costs associated with our
employee compensation programs.

Interest expense for the first quarter of fiscal
2004 decreased to $8.3 million from $13.9 million in
the first quarter of fiscal 2003, primarily as a result of the
lower interest rate structure as a result of our January 2004
refinancing.

Income tax expense for the first quarter of
fiscal 2004 was $8.3 million, compared to $4.7 million
for the comparable period of fiscal 2003. Our effective tax rate
increased slightly to 39.1% from 38.7%, primarily as a result of
the non-deductibility of certain employee benefits and a
reduction in employment based state tax credits as a percentage
of pretax income.

As a result of the above factors, net income
increased to $13.0 million, or $0.28 per diluted
common share, for the first quarter of fiscal 2004, compared to
net income of $7.5 million, or $0.17 per diluted
common share, for the first quarter of fiscal 2003.

12



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##### Table of Contents



Liquidity and Capital Resources

Overview of
Liquidity

Our primary cash requirements include working
capital (primarily inventory), interest on our debt and capital
expenditures. We are required to make only minimal debt
amortization payments prior to fiscal 2008 other than capital
lease payments. We intend to fund our cash requirements with
cash flows from operating activities, borrowings under our
senior credit facility and short-term trade credit relating to
extended payment terms for inventory purchases. The following
table outlines our liquidity:

|                                                               |  |                  |         |                  |  |   |         | 
|-------------------------------------------------------------- |  | ---------------- | ------- | ---------------- |  | - | ------- | 
|                                                               |  | May 2, 2004      |         | February 1, 2004
|                                                               |  |                  |         |                 
|                                                               |  |                 
|                                                               |  | ($ in thousands)
|Cash                                                           |  | $                | 43,561  |                  |  | $ | 37,221  | 
|Availability under revolving line of credit                    |  |                  | 113,381 |                  |  |   | 120,068 | 
|Working capital                                                |  |                  | 579,662 |                  |  |   | 574,862 | 
|Debt (including capital lease obligations) to
    equity ratio |  |                  | 1.5     |                  |  |   | 1.6     | 

Availability under our revolving line of credit
decreased during the first quarter of fiscal 2004 as a result of
the issuance of certain letters of credit. Our liquidity has
substantially improved over recent years allowing us to
refinance our debt and reduce our overall interest rates.

On June 8, 2004, our Board of Directors
authorized, effective immediately, the purchase of the
Companys common stock with an aggregate purchase price not
to exceed $25 million. We may buy shares in the open
market, in privately negotiated transactions or otherwise, and
will base our decisions on whether to repurchase shares and the
timing of any such repurchases on factors including the stock
price, our cash and debt levels, and general economic and market
conditions. Any shares of stock repurchased under the plan will
be retired and returned to the status of authorized and unissued
shares. This share repurchase program will be in effect until
December 2005.

We lease our office and warehouse facilities, all
but one of our retail stores, and much 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 expect that substantially all of our
new store locations will be leased pursuant to similar operating
leases in the near future. 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 1, 2004, filed with the SEC on
April 15, 2004.

Analysis of Cash Flows

The following table summarizes our cash flows
from operating activities:

|                                                  |                                      |                      |         |             |  |   |         |        | 
|------------------------------------------------- | ------------------------------------ | -------------------- | ------- | ----------- |  | - | ------- | ------ | 
|                                                  |                                      |                     
|                                                  |                                      | Thirteen Weeks Ended
|                                                  |                                      |                     
|                                                  |                                      | May 2, 2004          |         | May 4, 2003
|                                                  |                                      |                      |         |            
|                                                  |                                      |                     
|                                                  |                                      | ($ in thousands)    
|Net income                                        |                                      | $                    | 12,953  |             |  | $ | 7,523   |       
|Non-cash expenses and adjustments                 |                                      |                      | 16,828  |             |  |   | 14,993  |       
|Change in inventory, net of accounts payable      |                                      |                      | (12,180 | )           |  |   | (13,151 | )     
|Changes in other operating assets and liabilities |                                      |                      | (2,940  | )           |  |   | 6,322   |       
|                                                  |                                      |                      |         |             |  |   |         |       
|                                                  | Cash flows from operating activities |                      | $       | 14,661      |  |   | $       | 15,687 | 
|                                                  |                                      |                      |         |             |  |   |         |       

During the first quarter of fiscal 2004, net cash
provided by operating activities was $14.7 million compared
to $15.7 million of cash provided by operating activities
during the first quarter of fiscal 2003. The most significant
component of the change relates to an increase in cash used to
support working capital requirements resulting primarily from
higher accounts receivable balances and lower accrued interest
balances during the first quarter of fiscal 2004 relative to the
first quarter of fiscal 2003. This was partially offset by an

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increase of $5.4 million in net income. Cash
used for inventory increases (net of accounts payable) in
support of our spring selling season was relatively consistent
year over year.


Net cash used in investing activities totaled
$5.2 million for the first quarter of fiscal 2004, compared
to $1.5 million used during the comparable period of fiscal
2003. Capital expenditures during the first quarter of fiscal
2004 were $3.7 million higher than in the first quarter of
fiscal 2003 as a result of investments made to support new store
growth and additional capital upgrades to existing stores.

Net cash used in financing activities totaled
$3.2 million in fiscal 2004 compared to $14.9 million
used in financing activities in the comparable period of fiscal
2003. This decrease primarily relates to lower payments on our
senior credit facility, where there were no net payments made
during fiscal 2004 compared to $12.0 million in net
payments made during fiscal 2003. In addition, during the first
quarter of fiscal 2004 we paid $0.9 million of debt
issuance costs relating to our refinancing completed in January
2004.

Store Closures

On an on-going basis, store locations are
reviewed and analyzed based on several factors including market
saturation, store profitability, and store size and format. In
addition, we analyze sales trends and geographical and
competitive factors to determine the viability and future
profitability of our store locations. If a store location does
not meet our required performance, it is considered for closure.
As a result of past acquisitions, we have closed numerous
locations due to store overlap with previously existing store
locations.

We account for the costs of closed stores in
accordance with SFAS No. 146, Accounting for
Costs Associated with Exit or Disposal Activities. Under
SFAS No. 146, costs of operating lease commitments for
a closed store are recognized as expense at fair value at the
time we cease operating the store. Fair value of the liability
is determined as the present value of future cash flows
discounted using a credit-adjusted risk free rate. Accretion
expense represents interest on our recorded closed store
liabilities at the same credit adjusted risk free rate used to
discount the cash flows. In addition, SFAS No. 146
also requires that the amount of remaining lease payments owed
be reduced by estimated sublease income (but not to an amount
less than zero). Sublease income in excess of costs associated
with the lease is recognized as it is earned and included as a
reduction to operating and administrative expense in the
accompanying financial statements.

The allowance for store closing costs is included
in accrued expenses and other long term liabilities in the
accompanying financial statements and primarily represents the
discounted value of three future net cash outflows related to
closed stores: (1) future rents to be paid over the
remaining terms of the lease agreements for the stores (net of
estimated probable sublease income); (2) lease commissions
associated with the anticipated store subleases; and
(3) contractual expenses associated with the closed store
vacancy periods. Operating expenses, such as utilities and
repairs, are expensed as incurred and no provision is made for
employee termination costs. During the period that they remain
open for business, the rent and other operating expenses for the
stores to be closed continue to be reflected in normal operating
expenses.

As of May 2, 2004, we had a total of 161
store locations included in the allowance for store closing
costs. Of this total, 17 locations were vacant and
144 locations were subleased. In addition to these stores,
we had 56 service centers of which 3 were vacant and 53
were subleased. Future rental payments will be made through the
expiration of the non-cancelable leases, the longest of which
expires January 2018.

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Activity in the allowance for store closings and
the related payments for the first quarter of fiscal 2004 is as
follows ($ in thousands):

|                           |                                          |                          |        |        |        |  
|-------------------------- | ---------------------------------------- | ------------------------ | ------ | ------ | ------ | -
|Balance, beginning of year |                                          | $                        | 12,148 |       
|Store closing costs:       |                                          |                          |        |       
|                           | Provision for store closing costs        |                          |        | 29     |       
|                           | Revisions in estimates                   |                          |        | (4     | )     
|                           | Accretion                                |                          |        | 153    |       
|                           | Operating expenses and other             |                          |        | 148    |       
|                           |                                          |                          |        |       
|                           |                                          | Store closing costs, net |        |        | 326    |  
|Payments:                  |                                          |                          |        |       
|                           | Rent expense, net of sublease recoveries |                          |        | (806   | )     
|                           | Occupancy and other expenses             |                          |        | (223   | )     
|                           | Lease buyouts and sublease commissions   |                          |        | (1,211 | )     
|                           |                                          |                          |        |       
|                           |                                          | Total payments           |        |        | (2,240 | )
|                           |                                          |                          |        |       
|Balance as of May 2, 2004  |                                          | $                        | 10,234 |       
|                           |                                          |                          |        |       

We expect cash outflows for vacant stores,
sublease losses and lease buyouts of approximately
$6.0 million during fiscal 2004, with the remainder of cash
outflows relating to these items primarily occurring during
fiscal 2005 through 2007.

Factors Affecting Liquidity and Capital
Resources

Sales
Trends

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
enhance sales by causing auto parts to fail and sales of
seasonal product to increase.

Our same store sales increased 5% during the
first quarter of fiscal 2004. Since the beginning of the second
quarter of fiscal 2004, same store sales have been slightly
lower than expected, but still remain positive. We believe that
the lower sales are primarily the result of cooler West Coast
temperatures and that sales will begin to increase as the
temperatures begin to rise. As a result, we continue to forecast
full year same store sales increases of approximately 3.5% to 4%.

Inflation

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

Debt
Covenants

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 and a minimum interest coverage ratio. The
Consolidated Leverage Ratio is Consolidated Total Funded
Debt, as defined in the credit agreement, divided by
Consolidated

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EBITDA as defined in the credit agreement.
The Interest Coverage Ratio is Consolidated EBITDA,
as defined in the credit agreement, divided by cash
interest expense, as defined in the credit agreement. At
May 2, 2004 we were in compliance with the related
covenants. We anticipate meeting all required covenants under
our existing credit agreement in fiscal 2004.


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.

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.

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. On April 5, 2004, we entered into an interest
rate swap agreement which converted the interest payment
obligation on $100.0 million of our 7% senior
subordinated notes to a floating rate, set semi-annually in
arrears, equal to the 6 month LIBOR rate plus
283 basis points.

At May 2, 2004, including the
$100.0 million of senior subordinated notes that are
subject to the interest rate swap agreement, 70% of our
outstanding debt was at variable interest rates and 30% of our
outstanding debt was at fixed interest rates. With
$355.0 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 $3.6 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 fiscal 2003 Annual Report on
Form 10-K filed with the Securities and Exchange Commission
on April 15, 2004.

Recent Accounting Pronouncements

In January 2003, the Financial Accounting
Standards Board (FASB) issued Financial
Interpretation No. (FIN) 46,
Consolidation of Variable Interest Entities, which
addressed accounting for special-purpose and variable interest
entities. In December 2003, the FASB issued FIN 46R,
Consolidation of Variable Interest Entities, which
superseded FIN 46. The effective date of FIN 46R is
the end of the first reporting period that ends after
March 15, 2004, unless the entity is considered to be a
special-purpose entity. Companies that have adopted FIN 46
prior to the effective date of FIN 46R will either continue
to apply FIN 46 until the effective date of FIN 46R or
apply the provision of FIN 46R at an earlier date. As of
May 2, 2004, we have adopted FIN 46 and FIN 46R
with no impact on our financial statements.

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The FASB has released an Exposure Draft,
Share-Based Payment  An Amendment to FASB
Statements No. 123 and 95, which revises the rules
governing stock option accounting. The exposure draft requires
expense recognition of stock options and certain employee stock
purchase plans in the statements of operations. The comment
period ends June 30, 2004. The effective date of this
Statement is expected to be in fiscal 2005. The pro forma impact
on the first quarter of fiscal 2004 of expense recognition of
unvested stock options is calculated as required under Statement
of Financial Accounting Standards (SFAS)
No. 123, Accounting for Stock-Based
Compensation and disclosed in Note 7 of these
financial statements.

Forward-Looking Statements

The foregoing Managements Discussion and
Analysis of Financial Condition and Results of Operations
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 fiscal 2003 Annual
Report on Form 10-K, filed with the Securities and Exchange
Commission on April 15, 2004, 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 May 2, 2004, 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 May 2, 2004,
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

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

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through December 2002, when we changed our
business practices in this area to mitigate potential future tax
related liability.


We believe that we have a strong basis under
California law for disputing the payment of this assessment, and
in October 2003, timely filed a Petition for Redetermination
with the Board. In May 2004, we received a response from the
Board indicating that the district office that conducted the
audit upheld its position, and requesting confirmation of our
desire to proceed with the scheduling of an appeals conference
concerning this matter. We have responded affirmatively to the
Boards letter and anticipate that an appeals conference
before an appeals division attorney or auditor will be scheduled
to take place within the next few months. 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.

We currently and from time to time are involved
in other litigation incidental to the conduct of our business,
including asbestos and similar product liability claims, slip
and fall and other general liability claims, discrimination and
employment claims, vendor disputes, and miscellaneous
environmental and real estate claims. The damages claimed in
some of this litigation are substantial. Based on internal
review, we accrue reserves using our best estimate of the
probable and reasonably estimable contingent liabilities. We do
not currently believe that any of the legal claims, individually
or in the aggregate, will result in liabilities material to our
consolidated financial position, results of operations or cash
flows.






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

NONE






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

NONE






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

NONE






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

NONE






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

(a) Exhibits:

|       |  |                                                                                                                                                                                                                                                
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.01   |  | Restated Certificate of Incorporation of the
    Company, incorporated herein by reference to Exhibit 3.01
    of our Annual Report on Form 10-K, filed on May 4,
    1998 (File No. 001-13927).                                               
|3.02   |  | Certificate of Correction to the Restated
    Certificate of Incorporation of the Company, incorporated herein
    by reference to Exhibit 3.02 of our Annual Report on
    Form 10-K, filed on May 4, 1998 (File
    No. 001-13927).          
|3.02.1 |  | Certificate of Amendment to the Restated
    Certificate of Incorporation of CSK Auto Corporation,
    incorporated herein by reference to Exhibit 3.02.1 of our
    Report on Form 10-Q, filed on September 18, 2002 (File
    No. 001-13927).
|3.03   |  | Amended and Restated By-Laws of the Company,
    incorporated herein by reference to Exhibit 3.03 of our
    Annual Report on Form 10-K, filed on April 28, 1999
    (File No. 001-13927).                                                     

18



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##### Table of Contents



|     |        |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 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).                                                                                                                                                                                                                                                             
|     | 3.03.2 |                                                                                                                                                                                                | Second Amendment to Amended and Restated Bylaws
    of the Company, dated May 6, 2004.                                                                                                                                                                                                                                                                                                                                                                                   
|     | 4.01   |                                                                                                                                                                                                | Amended and Restated Credit Agreement dated as of
    January 16, 2004, by and among CSK Auto, Inc.,
    JPMorgan Chase Bank, as Administrative Agent, Credit Suisse
    First Boston, acting through its Cayman Islands branch, as
    Syndication Agent, and Bank of America, N.A., incorporated
    herein by reference to Exhibit 99.2 of our Current Report
    on form 8-K, filed January 20, 2004.                                                                
|     | 4.01.1 |                                                                                                                                                                                                | Amendment No. 1 to Amended and Restated
    Credit Agreement among CSK Auto, Inc and JPMorgan Chase Bank, as
    administrative agent for the Lenders, dated as of April 29,
    2004.                                                                                                                                                                                                                                                                                   
|     | 4.02   |                                                                                                                                                                                                | Form of Common Stock certificate, incorporated
    herein by reference to our Registration Statement on
    Form S-1 (File No. 333-43211).                                                                                                                                                                                                                                                                                                                               
|     | 4.03   |                                                                                                                                                                                                | 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.                                                  
|     | 4.04   |                                                                                                                                                                                                | 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.                                                                                                         
|     | 4.05   |                                                                                                                                                                                                | Purchase Agreement, dated January 9, 2004,
    by and among CSK Auto, Inc. as issuer; CSK Auto Corporation,
    Automotive Information Systems, Inc. and CSKAUTO.COM, Inc., as
    Guarantors; and Credit Suisse First Boston LLC, Lehman Brothers
    Inc., J.P. Morgan Securities Inc., Piper Jaffray &
    Co. and Banc of America Securities LLC, incorporated herein by
    reference to Exhibit 99.5 of our Current Report on
    Form 8-K, filed January 20, 2004.
|     | 4.06   |                                                                                                                                                                                                | Indenture dated as of January 16, 2004 by
    and among CSK Auto, Inc. (as Issuer), CSK Auto Corporation,
    Automotive Information Systems, Inc. and CSKAUTO.COM, Inc. (each
    a Guarantor) 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 20, 2004.                                                                                                               
|10.1 |        | Amended and Restated Supplemental Executive
    Retirement Plan Agreement between CSK Auto, Inc. and Maynard
    Jenkins, dated May 4, 2004.                                                  
|31.1 |        | Certification by the Chief Executive Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                   
|31.2 |        | Certification by the Chief Financial Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                   
|32.0 |        | 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 March 18, 2004 we filed a current report
on Form 8-K, to report under items 9 and 12 thereof,
the issuance of a press release announcing our operating results
for the fourth quarter and full year of fiscal 2003.

19



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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    
| | and Duly Authorized Officer

DATED: June 10, 2004

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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).                                                                                                                                                                                                                                                             
|        | 3.03.2 |             |  | Second Amendment to Amended and Restated By-laws
    of the Company, dated May 6, 2004.                                                                                                                                                                                                                                                                                                                                                                                  
|        | 4.01   |             |  | Amended and Restated Credit Agreement dated as of
    January 16, 2004, by and among CSK Auto, Inc., JPMorgan
    Chase Bank, as Administrative Agent, Credit Suisse First Boston,
    acting through its Cayman Islands branch, as Syndication Agent,
    and Bank of America, N.A., incorporated herein by reference to
    Exhibit 99.2 of our Current Report on form 8-K, filed
    January 20, 2004.                                                                
|        | 4.01.1 |             |  | Amendment No. 1 to Amended and Restated
    Credit Agreement among CSK Auto, Inc and JPMorgan Chase Bank, as
    administrative agent for the Lenders, dated as of April 29,
    2004.                                                                                                                                                                                                                                                                                   
|        | 4.02   |             |  | Form of Common Stock certificate, incorporated
    herein by reference to our Registration Statement on
    Form S-1 (File No. 333-43211).                                                                                                                                                                                                                                                                                                                               
|        | 4.03   |             |  | 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.                                                  
|        | 4.04   |             |  | 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.                                                                                                         
|        | 4.05   |             |  | Purchase Agreement, dated January 9, 2004,
    by and among CSK Auto, Inc. as issuer; CSK Auto Corporation,
    Automotive Information Systems, Inc. and CSKAUTO.COM, Inc., as
    Guarantors; and Credit Suisse First Boston LLC, Lehman Brothers
    Inc., J.P. Morgan Securities Inc., Piper Jaffray &
    Co. and Banc of America Securities LLC, incorporated herein by
    reference to Exhibit 99.5 of our Current Report on
    Form 8-K, filed January 20, 2004.
|        | 4.06   |             |  | Indenture dated as of January 16, 2004 by
    and among CSK Auto, Inc. (as Issuer), CSK Auto Corporation,
    Automotive Information Systems, Inc. and CSKAUTO.COM, Inc. (each
    a Guarantor) 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 20, 2004.                                                                                                               
|        | 10.1   |             |  | Amended and Restated Supplemental Executive
    Retirement Plan Agreement between CSK Auto, Inc. and Maynard
    Jenkins, dated May 4, 2004.                                                                                                                                                                                                                                                                                                                             
|        | 31.1   |             |  | Certification by the Chief Executive Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                              
|        | 31.2   |             |  | Certification by the Chief Financial Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                              
|        | 32.0   |             |  | 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.