SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




---

FORM 10-Q

(Mark One)



| |                                                        
| | -------------------------------------------------------
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended October 29, 2000

or

TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the transition period
from        to

Commission File Number 001-13927

CSK AUTO CORPORATION

(Exact name of registrant as specified in its
charter)


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

(602) 265-9200

(Registrants telephone number, including
area code)


N/ A

(Former name, former address and former fiscal
year,


if changed since last reports)


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

Yes  

  No  .

As of December 13, 2000, CSK Auto Corporation had
27,839,484 shares of common stock outstanding.



---






---



PART I

FINANCIAL INFORMATION

Item 1.  Financial Statements

CSK AUTO CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


|                                                                  |                                                                                                                                                                               |                                            |         |             |           |   |         |          |           | 
|----------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | ----------- | --------- | - | ------- | -------- | --------- | 
|                                                                  |                                                                                                                                                                               | October 29,                                |         | January 30,
|                                                                  |                                                                                                                                                                               | 2000                                       |         | 2000       
|                                                                  |                                                                                                                                                                               |                                            |         |            
|                                                                  |                                                                                                                                                                               | (Unaudited)                                |         |            
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|ASSETS                                                           
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Cash and cash equivalents                                         |                                                                                                                                                                               | $                                          | 12,858  |             |           | $ | 11,762  |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Receivables, net of allowances of $4,091 and $3,294, respectively |                                                                                                                                                                               |                                            | 85,234  |             |           |   | 69,129  |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Inventories                                                       |                                                                                                                                                                               |                                            | 620,414 |             |           |   | 625,480 |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Assets held for sale                                              |                                                                                                                                                                               |                                            | 3,257   |             |           |   | 4,745   |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Prepaid expenses and other current assets                         |                                                                                                                                                                               |                                            | 17,903  |             |           |   | 18,471  |         
|                                                                  |                                                                                                                                                                               |                                            |         |             |           |   |         |         
|                                                                  |                                                                                                                                                                               | Total current assets                       |         |             | 739,666   |   |         |          | 729,587   | 
|                                                                  |                                                                                                                                                                               |                                            |         |             |           |   |         |         
|Property and equipment, net                                       |                                                                                                                                                                               |                                            | 172,133 |             |           |   | 160,561 |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Leasehold interests, net                                          |                                                                                                                                                                               |                                            | 20,933  |             |           |   | 8,341   |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Investment in and advances to joint venture                       |                                                                                                                                                                               |                                            | 1,306   |             |           |   |        |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Goodwill, net                                                     |                                                                                                                                                                               |                                            | 131,738 |             |           |   | 124,750 |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Other assets, net                                                 |                                                                                                                                                                               |                                            | 11,479  |             |           |   | 12,413  |         
|                                                                  |                                                                                                                                                                               |                                            |         |             |           |   |         |         
|                                                                  |                                                                                                                                                                               | Total assets                               |         | $           | 1,077,255 |   |         | $        | 1,035,652 | 
|                                                                  |                                                                                                                                                                               |                                            |         |             |           |   |         |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|LIABILITIES AND STOCKHOLDERS EQUITY                             
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Accounts payable                                                  |                                                                                                                                                                               | $                                          | 205,994 |             |           | $ | 168,770 |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Accrued payroll and related expenses                              |                                                                                                                                                                               |                                            | 27,847  |             |           |   | 38,910  |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Accrued expenses and other current liabilities                    |                                                                                                                                                                               |                                            | 48,063  |             |           |   | 50,663  |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Current maturities of amounts due under Senior Credit Facility    |                                                                                                                                                                               |                                            | 28,990  |             |           |   | 3,340   |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Current maturities of capital lease obligations                   |                                                                                                                                                                               |                                            | 11,726  |             |           |   | 9,893   |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Deferred income taxes                                             |                                                                                                                                                                               |                                            | 2,261   |             |           |   | 1,417   |         
|                                                                  |                                                                                                                                                                               |                                            |         |             |           |   |         |         
|                                                                  |                                                                                                                                                                               | Total current liabilities                  |         |             | 324,881   |   |         |          | 272,993   | 
|                                                                  |                                                                                                                                                                               |                                            |         |             |           |   |         |         
|Amounts due under Senior Credit Facility                          |                                                                                                                                                                               |                                            | 478,160 |             |           |   | 505,480 |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Obligations under 11% Senior Subordinated Notes                   |                                                                                                                                                                               |                                            | 81,250  |             |           |   | 81,250  |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Obligations under capital leases                                  |                                                                                                                                                                               |                                            | 26,819  |             |           |   | 27,170  |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Deferred income taxes                                             |                                                                                                                                                                               |                                            | 10,600  |             |           |   | 5,801   |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Other                                                             |                                                                                                                                                                               |                                            | 10,894  |             |           |   | 8,411   |         
|                                                                  |                                                                                                                                                                               |                                            |         |             |           |   |         |         
|                                                                  |                                                                                                                                                                               | Total non-current liabilities              |         |             | 607,723   |   |         |          | 628,112   | 
|                                                                  |                                                                                                                                                                               |                                            |         |             |           |   |         |         
|Commitments and contingencies
	Stockholders equity:              |                                                                                                                                                                               |                                            |         |             |           |   |         |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Common stock, $0.01 par value, 50,000,000 shares authorized;
	27,839,484 and 27,834,574 shares issued and outstanding at
	October 29, 2000 and January 30, 2000, respectively |                                            |         | 278         |           |   |         | 278      |          
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Additional paid-in capital                                                                                                                                                    |                                            |         | 291,063     |           |   |         | 291,004  |          
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Stockholder receivable                                                                                                                                                        |                                            |         | (737        | )         |   |         | (584     | )        
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Deferred compensation                                                                                                                                                         |                                            |         | (198        | )         |   |         | (324     | )        
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Accumulated deficit                                                                                                                                                           |                                            |         | (145,755    | )         |   |         | (155,827 | )        
|                                                                  |                                                                                                                                                                               |                                            |         |             |           |   |         |         
|                                                                  |                                                                                                                                                                               | Total stockholders equity                 |         |             | 144,651   |   |         |          | 134,547   | 
|                                                                  |                                                                                                                                                                               |                                            |         |             |           |   |         |         
|                                                                  |                                                                                                                                                                               | Total liabilities and stockholders equity |         | $           | 1,077,255 |   |         | $        | 1,035,652 | 
|                                                                  |                                                                                                                                                                               |                                            |         |             |           |   |         |         

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

1



---



CSK AUTO CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


(in thousands, except share and per share data)


|                                                                                    |                                                                           |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |         |  
|----------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | -------------------- | ---------- | ----------------------- |  | ----------- | ---------- | ----------- |  | - | ---------- | ------- |  | - | ---------- | ------- | -
|                                                                                    |                                                                           |                      |            |                        
|                                                                                    |                                                                           | Thirteen Weeks Ended |            | Thirty-nine Weeks Ended
|                                                                                    |                                                                           |                      |            |                        
|                                                                                    |                                                                           | October 29,          |            | October 31,             |  | October 29, |            | October 31,
|                                                                                    |                                                                           | 2000                 |            | 1999                    |  | 2000        |            | 1999       
|                                                                                    |                                                                           |                      |            |                         |  |             |            |            
|Net sales                                                                           |                                                                           | $                    | 368,898    |                         |  | $           | 331,320    |             |  | $ | 1,100,054  |         |  | $ | 903,044    |        
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Cost of sales                                                                       |                                                                           |                      | 196,200    |                         |  |             | 170,946    |             |  |   | 580,359    |         |  |   | 469,790    |        
|                                                                                    |                                                                           |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|Gross profit                                                                        |                                                                           |                      | 172,698    |                         |  |             | 160,374    |             |  |   | 519,695    |         |  |   | 433,254    |        
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Other costs and expenses:                                                           |                                                                           |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Operating and administrative                                              |                      |            | 144,440                 |  |             |            | 125,661     |  |   |            | 423,193 |  |   |            | 344,420 |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Store closing costs                                                       |                      |            | 149                     |  |             |            | 234         |  |   |            | 6,012   |  |   |            | 1,445   |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Transition and integration expenses                                       |                      |            | 1,308                   |  |             |            | 3,551       |  |   |            | 23,818  |  |   |            | 4,170   |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Equity in loss of joint venture                                           |                      |            | 1,188                   |  |             |            |            |  |   |            | 1,904   |  |   |            |        |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Goodwill amortization                                                     |                      |            | 1,092                   |  |             |            | 432         |  |   |            | 3,620   |  |   |            | 719     |  
|                                                                                    |                                                                           |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|Operating profit                                                                    |                                                                           |                      | 24,521     |                         |  |             | 30,496     |             |  |   | 61,148     |         |  |   | 82,500     |        
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Interest expense, net                                                               |                                                                           |                      | 15,457     |                         |  |             | 11,524     |             |  |   | 45,278     |         |  |   | 27,016     |        
|                                                                                    |                                                                           |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|Income before income taxes and cumulative effect of change in
	accounting principle |                                                                           |                      | 9,064      |                         |  |             | 18,972     |             |  |   | 15,870     |         |  |   | 55,484     |        
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Income tax expense                                                                  |                                                                           |                      | 3,172      |                         |  |             | 7,304      |             |  |   | 5,798      |         |  |   | 21,261     |        
|                                                                                    |                                                                           |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|Income before cumulative effect of change in accounting principle                   |                                                                           |                      | 5,892      |                         |  |             | 11,668     |             |  |   | 10,072     |         |  |   | 34,223     |        
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Cumulative effect of change in accounting principle, net of $468
	of income taxes   |                                                                           |                      |           |                         |  |             |           |             |  |   |           |         |  |   | (741       | )      
|                                                                                    |                                                                           |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|Net income                                                                          |                                                                           | $                    | 5,892      |                         |  | $           | 11,668     |             |  | $ | 10,072     |         |  | $ | 33,482     |        
|                                                                                    |                                                                           |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|Basic earnings per share:                                                           |                                                                           |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Income before cumulative effect of change in accounting principle         |                      |            | 0.21                    |  |             |            | 0.42        |  |   |            | 0.36    |  |   |            | 1.23    |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Cumulative effect of change in accounting principle, net of
	income taxes |                      |            |                        |  |             |            |            |  |   |            |        |  |   |            | (0.03   | )
|                                                                                    |                                                                           |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|                                                                                    | Net income                                                                |                      | $          | 0.21                    |  |             | $          | 0.42        |  |   | $          | 0.36    |  |   | $          | 1.20    |  
|                                                                                    |                                                                           |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|Shares used in computing per share amounts                                          |                                                                           |                      | 27,839,484 |                         |  |             | 27,826,096 |             |  |   | 27,839,084 |         |  |   | 27,808,757 |        
|                                                                                    |                                                                           |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|Diluted earnings per share:                                                         |                                                                           |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Income before cumulative effect of change in accounting principle         |                      |            | 0.21                    |  |             |            | 0.41        |  |   |            | 0.36    |  |   |            | 1.19    |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Cumulative effect of change in accounting principle, net of
	income taxes |                      |            |                        |  |             |            |            |  |   |            |        |  |   |            | (0.02   | )
|                                                                                    |                                                                           |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|                                                                                    | Net income                                                                |                      | $          | 0.21                    |  |             | $          | 0.41        |  |   | $          | 0.36    |  |   | $          | 1.17    |  
|                                                                                    |                                                                           |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        
|Shares used in computing per share amounts                                          |                                                                           |                      | 27,839,484 |                         |  |             | 28,502,784 |             |  |   | 27,839,084 |         |  |   | 28,708,125 |        
|                                                                                    |                                                                           |                      |            |                         |  |             |            |             |  |   |            |         |  |   |            |        

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

2



---



CSK AUTO CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(in thousands, except share data)


|                                                  |  |              |            |            |  |             |     |            |  |              |         |         |  |        |      |   |  |   |      |   |  |   |          |   |  |   |         |  
|------------------------------------------------- |  | ------------ | ---------- | ---------- |  | ----------- | --- | ---------- |  | ------------ | ------- | ------- |  | ------ | ---- | - |  | - | ---- | - |  | - | -------- | - |  | - | ------- | -
|                                                  |  |              |            |            |  |             |     |            |  |              |         |        
|                                                  |  | Common Stock |            | Additional |  |             |     |            |  |              |         |        
|                                                  |  |              |            | Paid-in    |  | Stockholder |     | Deferred   |  | Accumulated  |         | Total  
|                                                  |  | Shares       |            | Amount     |  | Capital     |     | Receivable |  | Compensation |         | Deficit |  | Equity
|                                                  |  |              |            |            |  |             |     |            |  |              |         |         |  |       
|Balances at January 30, 2000                      |  |              | 27,834,574 |            |  | $           | 278 |            |  | $            | 291,004 |         |  | $      | (584 | ) |  | $ | (324 | ) |  | $ | (155,827 | ) |  | $ | 134,547 |  
|                                                 
|                                                 
|                                                 
|                                                 
|Amortization of deferred compensation (unaudited) |  |              |           |            |  |             |    |            |  |              |        |         |  |        |     |   |  |   | 126  |   |  |   |         |   |  |   | 126     |  
|                                                 
|                                                 
|                                                 
|                                                 
|Advances to stockholders (unaudited)              |  |              |           |            |  |             |    |            |  |              |        |         |  |        | (181 | ) |  |   |     |   |  |   |         |   |  |   | (181    | )
|                                                 
|                                                 
|                                                 
|                                                 
|Recovery of stockholder receivable (unaudited)    |  |              |           |            |  |             |    |            |  |              |        |         |  |        | 28   |   |  |   |     |   |  |   |         |   |  |   | 28      |  
|                                                 
|                                                 
|                                                 
|                                                 
|Exercise of options (unaudited)                   |  |              | 4,910      |            |  |             |    |            |  |              | 59      |         |  |        |     |   |  |   |     |   |  |   |         |   |  |   | 59      |  
|                                                 
|                                                 
|                                                 
|                                                 
|Net income (unaudited)                            |  |              |           |            |  |             |    |            |  |              |        |         |  |        |     |   |  |   |     |   |  |   | 10,072   |   |  |   | 10,072  |  
|                                                  |  |              |            |            |  |             |     |            |  |              |         |         |  |        |      |   |  |   |      |   |  |   |          |   |  |   |         |  
|Balances at October 29, 2000 (unaudited)          |  |              | 27,839,484 |            |  | $           | 278 |            |  | $            | 291,063 |         |  | $      | (737 | ) |  | $ | (198 | ) |  | $ | (145,755 | ) |  | $ | 144,651 |  
|                                                  |  |              |            |            |  |             |     |            |  |              |         |         |  |        |      |   |  |   |      |   |  |   |          |   |  |   |         |  

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

3



---



CSK AUTO CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


(in thousands)


|                                                       |                                                                                              |                                                                              |                                                                 |             |         |         |        |          |         |          |  
|------------------------------------------------------ | -------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | --------------------------------------------------------------- | ----------- | ------- | ------- | ------ | -------- | ------- | -------- | -
|                                                       |                                                                                              |                                                                             
|                                                       |                                                                                              | Thirty-nine Weeks Ended                                                     
|                                                       |                                                                                              |                                                                             
|                                                       |                                                                                              | October 29,                                                                  |                                                                 | October 31,
|                                                       |                                                                                              | 2000                                                                         |                                                                 | 1999       
|                                                       |                                                                                              |                                                                              |                                                                 |            
|Cash flows provided by (used in) operating activities: |                                                                                              |                                                                              |                                                                 |             |         |         |        |         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Net income                                                                                   |                                                                              | $                                                               | 10,072      |         |         | $      | 33,482   |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Adjustments to reconcile net income to net cash provided by
	(used in) operating activities: |                                                                              |                                                                 |             |         |         |        |          |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                              | Depreciation and amortization of property and equipment                      |                                                                 |             | 24,235  |         |        |          | 18,271  |         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                              | Amortization of goodwill                                                     |                                                                 |             | 3,620   |         |        |          | 719     |         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                              | Amortization of leasehold interests                                          |                                                                 |             | 1,384   |         |        |          | 588     |         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                              | Amortization of deferred financing costs                                     |                                                                 |             | 1,585   |         |        |          | 892     |         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                              | Amortization of other deferred charges                                       |                                                                 |             | 674     |         |        |          | 321     |         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                              | Tax benefit relating to stock option exercises                               |                                                                 |             |        |         |        |          | 393     |         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                              | Equity in loss of joint venture                                              |                                                                 |             | 1,904   |         |        |          |        |         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                              | Cumulative effect of change in accounting principle, net of
	income taxes    |                                                                 |             |        |         |        |          | 741     |         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                              | Deferred income taxes                                                        |                                                                 |             | 5,643   |         |        |          | 4,784   |         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                              | Change in operating assets and liabilities, net of effects of
	acquisitions: |                                                                 |             |         |         |        |          |         |         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                              |                                                                              | Receivables                                                     |             |         | (19,427 | )      |          |         | (7,387   | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                              |                                                                              | Inventories                                                     |             |         | (7,057  | )      |          |         | (79,300  | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                              |                                                                              | Prepaid expenses and other current assets                       |             |         | 1,083   |        |          |         | 2,643    |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                              |                                                                              | Accounts payable                                                |             |         | 31,683  |        |          |         | (3,514   | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                              |                                                                              | Accrued payroll, accrued expenses and other current liabilities |             |         | (17,818 | )      |          |         | 17,353   |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                              |                                                                              | Other operating activities                                      |             |         | 5,210   |        |          |         | (4,429   | )
|                                                       |                                                                                              |                                                                              |                                                                 |             |         |         |        |         
|                                                       |                                                                                              | Net cash provided by (used in) operating activities                          |                                                                 |             | 42,791  |         |        |          | (14,443 | )       
|                                                       |                                                                                              |                                                                              |                                                                 |             |         |         |        |         
|Cash flows provided by (used in) investing activities: |                                                                                              |                                                                              |                                                                 |             |         |         |        |         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Business acquisitions, net of cash acquired                                                  |                                                                              |                                                                 | (1,185      | )       |         |        | (215,784 | )      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Capital expenditures                                                                         |                                                                              |                                                                 | (24,477     | )       |         |        | (31,729  | )      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Expenditures for assets held for sale                                                        |                                                                              |                                                                 | (103        | )       |         |        | (4,618   | )      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Proceeds from sale of property and equipment and assets held for
	sale                       |                                                                              |                                                                 | 3,814       |         |         |        | 6,139    |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Investment in joint venture                                                                  |                                                                              |                                                                 | (3,103      | )       |         |        |         |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Other investing activities                                                                   |                                                                              |                                                                 | (1,363      | )       |         |        | (79      | )      
|                                                       |                                                                                              |                                                                              |                                                                 |             |         |         |        |         
|                                                       |                                                                                              |                                                                              | Net cash used in investing activities                           |             |         | (26,417 | )      |          |         | (246,071 | )
|                                                       |                                                                                              |                                                                              |                                                                 |             |         |         |        |         
|Cash flows provided by (used in) financing activities: |                                                                                              |                                                                              |                                                                 |             |         |         |        |         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Borrowings under Senior Credit Facility                                                      |                                                                              |                                                                 | 199,000     |         |         |        | 451,000  |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Payments under Senior Credit Facility                                                        |                                                                              |                                                                 | (200,670    | )       |         |        | (172,420 | )      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Payment of debt issuance costs                                                               |                                                                              |                                                                 |            |         |         |        | (4,533   | )      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Payments on capital lease obligations                                                        |                                                                              |                                                                 | (10,608     | )       |         |        | (8,047   | )      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Advances to stockholders                                                                     |                                                                              |                                                                 | (181        | )       |         |        |         |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Recovery of stockholder receivable                                                           |                                                                              |                                                                 | 28          |         |         |        | 403      |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Exercise of options                                                                          |                                                                              |                                                                 | 59          |         |         |        | 700      |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Other financing activities                                                                   |                                                                              |                                                                 | (2,906      | )       |         |        | (503     | )      
|                                                       |                                                                                              |                                                                              |                                                                 |             |         |         |        |         
|                                                       |                                                                                              | Net cash provided by (used in) financing activities                          |                                                                 |             | (15,278 | )       |        |          | 266,600 |         
|                                                       |                                                                                              |                                                                              |                                                                 |             |         |         |        |         
|                                                       |                                                                                              | Net increase in cash and cash equivalents                                    |                                                                 |             | 1,096   |         |        |          | 6,086   |         
|                                                      
|                                                      
|                                                      
|                                                      
|Cash and cash equivalents, beginning of period         |                                                                                              |                                                                              | 11,762                                                          |             |         |         | 7,490  |         
|                                                       |                                                                                              |                                                                              |                                                                 |             |         |         |        |         
|Cash and cash equivalents, end of period               |                                                                                              | $                                                                            | 12,858                                                          |             |         | $       | 13,576 |         
|                                                       |                                                                                              |                                                                              |                                                                 |             |         |         |        |         

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

4



---



CSK AUTO CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Thirteen and Thirty-nine Weeks Ended October 29, 2000


CSK Auto Corporation is a holding company. At October 29,
2000, CSK Auto Corporation had no business activity other than
its investment in CSK Auto, Inc., a wholly-owned subsidiary
(Auto). On a consolidated basis, CSK Auto
Corporation and Auto are referred to herein as the
Company.

Auto is a specialty retailer of automotive aftermarket parts and
accessories. At October 29, 2000, the Company operated
1,147 stores in 19 Western and Northern Plains states as a
fully integrated company under three brand names: Checker Auto
Parts, founded in 1969 and operating in the Southwestern, Rocky
Mountain and Northern Plains states; Schucks Auto Supply,
founded in 1917 and operating in the Pacific Northwest; and
Kragen Auto Parts, founded in 1947 and operating primarily in
California.

Note 1  Basis of Presentation

The unaudited consolidated financial statements included herein
were prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission, but do
not include all information and footnotes required by generally
accepted accounting principles. In the opinion of management,
the condensed consolidated financial statements reflect all
adjustments, which are of a normal recurring nature, necessary
for a fair presentation of the Companys financial position
and the results of its operations. The accompanying consolidated
financial statements should be read in conjunction with the
consolidated financial statements and related notes thereto for
the fiscal year ended January 30, 2000, as included in the
Companys Annual Report on Form 10-K filed on
April 28, 2000.

Note 2  Inventories

Inventories are valued at the lower of cost or market, cost
being determined utilizing the last-in, first-out (LIFO)
method. An actual valuation of inventory under the LIFO method
can only be calculated at the end of a fiscal year based upon
the inventory levels and costs at that time. Accordingly,
interim LIFO calculations reflected herein are based upon
managements estimates of year-end inventory levels and
costs. The replacement cost of inventories approximated $539
million and $548 million at October 29, 2000 and
January 30, 2000, respectively.

Note 3  Earnings Per Share

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

|                                             |                     |                      |            |                         |  |             |            |             |  |  |            |            |  |  |            |            | 
|-------------------------------------------- | ------------------- | -------------------- | ---------- | ----------------------- |  | ----------- | ---------- | ----------- |  |  | ---------- | ---------- |  |  | ---------- | ---------- | 
|                                             |                     |                      |            |                        
|                                             |                     | Thirteen Weeks Ended |            | Thirty-nine Weeks Ended
|                                             |                     |                      |            |                        
|                                             |                     | October 29,          |            | October 31,             |  | October 29, |            | October 31,
|                                             |                     | 2000                 |            | 1999                    |  | 2000        |            | 1999       
|                                             |                     |                      |            |                         |  |             |            |            
|Common stock outstanding:                    |                     |                      |            |                         |  |             |            |             |  |  |            |            |  |  |            |           
|                                            
|                                            
|                                            
|                                            
|                                             | Beginning of period |                      |            | 27,839,484              |  |             |            | 27,824,619  |  |  |            | 27,834,574 |  |  |            | 27,768,832 | 
|                                             |                     |                      |            |                         |  |             |            |             |  |  |            |            |  |  |            |           
|                                             | End of period       |                      |            | 27,839,484              |  |             |            | 27,827,057  |  |  |            | 27,839,484 |  |  |            | 27,827,057 | 
|                                             |                     |                      |            |                         |  |             |            |             |  |  |            |            |  |  |            |           
|Issued during the period                     |                     |                      |           |                         |  |             | 2,438      |             |  |  | 4,910      |            |  |  | 58,225     |           
|                                             |                     |                      |            |                         |  |             |            |             |  |  |            |            |  |  |            |           
|Weighted average number of shares (Basic)    |                     |                      | 27,839,484 |                         |  |             | 27,826,096 |             |  |  | 27,839,084 |            |  |  | 27,808,757 |           
|                                            
|                                            
|                                            
|                                            
|Effects of dilutive securities               |                     |                      |           |                         |  |             | 676,688    |             |  |  |           |            |  |  | 899,368    |           
|                                             |                     |                      |            |                         |  |             |            |             |  |  |            |            |  |  |            |           
|Weighted average number of shares (Dilutive) |                     |                      | 27,839,484 |                         |  |             | 28,502,784 |             |  |  | 27,839,084 |            |  |  | 28,708,125 |           
|                                             |                     |                      |            |                         |  |             |            |             |  |  |            |            |  |  |            |           

5



---



CSK AUTO CORPORATION AND SUBSIDIARY


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

Note 4  Recent Accounting Pronouncements

In December 1999, the staff of the Securities and Exchange
Commission issued Staff Accounting Bulletin No. 101 (SAB
101), Revenue Recognition in Financial Statements.
SAB 101 summarizes some of the staffs interpretations
of the application of generally accepted accounting principles
to revenue recognition. In June 2000, the SEC staff issued
SAB 101B which delays the implementation date of SAB 101
until no later than the fourth fiscal quarter of fiscal years
beginning after December 15, 1999. The Company does not
anticipate that the pronouncement will have a material impact on
its financial position or the results of operations.

In March 2000, the FASB issued FASB Interpretation
No. 44, Accounting for Certain Transactions Involving
Stock Compensation: An Interpretation of APB Opinion
No. 25. The interpretation became effective
July 1, 2000. The adoption of the pronouncement did not
have a material impact on the Companys financial position
or the results of operations.

Note 5  Investment in Joint Venture

On March 1, 2000, the Company participated in the formation
of a new joint venture, PartsAmerica.com (PA), with
Advance Auto Parts (Advance) and Sequoia Capital. PA
engages in the sale of automotive parts and accessories via
e-commerce. PA operates independently from its partners and
utilizes both Autos and Advances existing logistic
systems to support its web-based operations.

In exchange for approximately 37% of the outstanding equity of
PA, the Company has contributed assets and incurred costs of
approximately $3.1 million, which include associated transaction
costs. The Company is accounting for its investment in PA under
the equity method and, accordingly, recognizes its proportionate
share of PAs net income or loss. Through the thirty-nine
weeks of fiscal 2000, the Company has recognized approximately
$1.9 million of PAs development stage and operating losses
and included such amount as equity in loss of joint venture in
the accompanying consolidated statement of operations. As of
October 29, 2000, the investment in and advances to joint
venture in the accompanying consolidated balance sheets includes
the remaining investment in PA of $1.2 million and $0.1 million
of advances. Auto is not obligated to support PA financially
beyond the extent of its original investment.

Note 6  Store Acquisition

On April 27, 2000, the Company acquired substantially all
of the assets of All-Car Distributors, Inc.
(AllCar), an operator of 22 stores in Wisconsin
and Michigan. Under the terms of the agreement, the Company paid
approximately $711,000 in cash, which includes associated
transaction costs, for the assets of AllCar and assumed vendor
accounts payable and certain indebtedness and accrued expenses.
In August 2000, the Company made a payment of approximately
$206,000 pursuant to a purchase price adjustment formula
contained in the original agreement. In addition, the Company is
subject to an additional payment of approximately $215,000 upon
the satisfaction of certain conditions. The AllCar acquisition
was accounted for under the purchase method of accounting.
Accordingly, the results of operations of these stores are
included in the consolidated operating results of the Company
from April 28, 2000, the first day of operations subsequent
to the acquisition. The financial statements reflect the
preliminary allocation of the purchase price, based on estimated
fair values at the date of acquisition, pending final
determination of certain acquired balances, principally
inventories.

The AllCar stores are serviced out of the Companys
Minneapolis Distribution Center and have been converted to the
Checker name and store format and integrated into the
Companys operations. In connection with the integration of
the AllCar stores, the Company incurred one-time transition and
integration expenses of approximately $3.6 million, consisting
primarily of grand opening advertising, training and
re-merchandising costs. In addition, the Company expects to
incur capital expenditures estimated to be $2.0 million,

6



---



CSK AUTO CORPORATION AND SUBSIDIARY


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

consisting primarily of expenditures related to equipment, store
fixtures, signage and the installation of the Companys
store-level information systems in the AllCar stores.
Approximately $1.5 million of these expenditures were incurred
through the third quarter of fiscal 2000 with the balance
expected to be incurred during the fourth quarter of
fiscal 2000.

Note 7  Purchase Accounting Adjustments

On October 1, 1999, the Company acquired the common stock
of Als and Grand Auto Supply, Inc. (AGA),
formerly known as PACCAR Automotive, Inc., which operated
194 stores under the trade names of Als Auto Supply
and Grand Auto Supply (collectively, the AGA stores)
in Washington, California, Idaho, Oregon, Nevada, and Alaska. On
June 30, 1999, the Company acquired substantially all of
the assets of Apsco Products Company dba Big Wheel/ Rossi
(Big Wheel), a leading retailer of auto parts in the
Northern Plains states. Big Wheel operated 86 stores in
Minnesota, North Dakota and Wisconsin along with a distribution
center in Minnesota. These acquisitions were accounted for under
the purchase method of accounting. Prior financial statements
reflected the preliminary allocation of the purchase prices,
based on estimated fair values at the date of the respective
acquisition. During the first half of fiscal 2000, the
Company made adjustments to reflect the final determination of
certain acquired balances. The preliminary and final allocations
of the fair value of the assets and liabilities recorded as a
result of the above described acquisitions are as follows (in
thousands):

|                              |                           |             |         |            |  |        |         |         |  |   |         |   | 
|----------------------------- | ------------------------- | ----------- | ------- | ---------- |  | ------ | ------- | ------- |  | - | ------- | - | 
|                              |                           | Preliminary |         | Final      |  |       
|                              |                           | Allocation  |         | Allocation |  | Change
|                              |                           |             |         |            |  |       
|Cash and cash equivalents     |                           | $           | 319     |            |  | $      | 68      |         |  | $ | (251    | )
|                             
|                             
|                             
|                             
|Receivables                   |                           |             | 3,863   |            |  |        | 2,574   |         |  |   | (1,289  | )
|                             
|                             
|                             
|                             
|Inventories                   |                           |             | 117,433 |            |  |        | 102,965 |         |  |   | (14,468 | )
|                             
|                             
|                             
|                             
|Assets held for sale          |                           |             | 3,238   |            |  |        | 3,238   |         |  |   |        |  
|                             
|                             
|                             
|                             
|Property and equipment        |                           |             | 29,651  |            |  |        | 29,651  |         |  |   |        |  
|                             
|                             
|                             
|                             
|Goodwill                      |                           |             | 117,287 |            |  |        | 123,288 |         |  |   | 6,001   |  
|                             
|                             
|                             
|                             
|Leasehold interests           |                           |             |        |            |  |        | 14,655  |         |  |   | 14,655  |  
|                             
|                             
|                             
|                             
|Prepaids and other assets     |                           |             | 2,079   |            |  |        | 2,079   |         |  |   |        |  
|                             
|                             
|                             
|                             
|Deferred income taxes         |                           |             | 2,493   |            |  |        | 2,493   |         |  |   |        |  
|                             
|                             
|                             
|                             
|Accounts payable              |                           |             | (35,056 | )          |  |        | (36,644 | )       |  |   | (1,588  | )
|                             
|                             
|                             
|                             
|Accrued liabilities and other |                           |             | (28,848 | )          |  |        | (29,164 | )       |  |   | (316    | )
|                             
|                             
|                             
|                             
|Closed store reserves         |                           |             | (4,178  | )          |  |        | (6,922  | )       |  |   | (2,744  | )
|                              |                           |             |         |            |  |        |         |         |  |   |         |  
|                              | Total cash purchase price |             | $       | 208,281    |  |        | $       | 208,281 |  |   | $       |  | 
|                              |                           |             |         |            |  |        |         |         |  |   |         |  

Significant changes in the allocation of acquired balances
include: (1) a lower accounts receivable valuation
primarily relating to acquired accounts payable debit balances
for vendors with which the Company does not conduct business;
(2) a revised inventory allocation representing (a) a
lower inventory valuation on core and warranty returns as a
result of excessive acquired inventory levels; and (b) a
lower valuation on non-returnable inventory lines not carried by
the Company; (3) a leasehold rights allocation representing
the discounted net present value of the excess of the fair
market rental value over the respective contractual rent of
stores under operating leases acquired; (4) an accounts
payable adjustment as a result of an adjustment to acquired bank
overdrafts; and (5) a revised closed store reserve
reflecting the final costs of closing or relocating previously
identified stores.

7



---



CSK AUTO CORPORATION AND SUBSIDIARY


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

Note 8  Legal Matters

As previously disclosed, on May 4, 1998, a lawsuit was
filed against the Company in the Superior Court in San Diego,
California. The case was brought by two former store managers
and a former senior assistant manager. It purports to be a class
action for all present and former California store managers and
senior assistant managers and seeks overtime pay for a period
beginning in May 1995 as well as injunctive relief
requiring overtime pay in the future. The Company has also been
served with two other lawsuits purporting to be class actions
filed in California state courts in Orange and Fresno Counties
by thirteen other former and current employees. These lawsuits
include similar claims to the San Diego lawsuit, except that
they also include claims for unfair business practices which
seek overtime from October 1994. The Company has entered
into an agreement to settle these class action lawsuits. The
maximum settlement amount is $11 million (which includes
plaintiffs attorneys fees and costs), but may be
lower depending upon the number of potential class members that
submit claims. The settlement agreement has been tentatively
approved by the court in which the lawsuits are pending. The
settlement will not be final until the claims process is
completed and the court grants final approval of the settlement,
which is anticipated in January 2001. The Company will
record a charge to earnings when the final settlement amount can
be reasonably estimated.

The Company was served on March 8, 2000 with a complaint
filed in Federal Court in the Eastern District of New York by
the Coalition for a Level Playing Field, L.L.C. and 179
individual auto parts dealers alleging that the Company and
seven other auto parts dealers (AutoZone, Inc., Wal-Mart Stores,
Inc., Advance Stores Company, Inc., Discount Auto, Inc., The Pep
Boys  Manny, Moe and Jack, Inc., OReilly
Automotive, Inc., and Keystone Automotive Operations, Inc.)
violated the Robinson-Patman Act. Only 14 of the individual
plaintiffs asserted claims against the Company, and three of
those have voluntarily dismissed their claims without prejudice.
The complaint alleges that the Company and other defendants
knowingly either induced or received discriminatory prices from
large suppliers, allegedly in violation of Section 2(a) and
2(f) of the Robinson-Patman Act, as well as receiving
compensation from large suppliers for services not performed for
those suppliers, allegedly in violation of Section 2(c) of
the Robinson-Patman Act. The complaint seeks injunctive relief
against all defendants and seeks treble damages on behalf of the
individual auto parts dealers who are plaintiffs, plus
attorneys fees. The complaint alleges that the estimated
average damage amount per plaintiff is $1,000,000 (and more for
those plaintiffs that are wholesale distributors and not simply
jobbers) before trebling. The Company believes the suit is
without merit and plans to vigorously defend it. The Company,
with other defendants, has filed a motion to dismiss and certain
other procedural motions. A decision on these motions is not
anticipated until the second quarter of fiscal 2001.

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

Note 9  Store Closing Costs

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

8



---



CSK AUTO CORPORATION AND SUBSIDIARY


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

Activity in the provision for store closings and the related
store closing costs for the thirty-nine weeks ended
October 29, 2000, is as follows (in thousands):

|                                |                                 |                           |        |       |       | 
|------------------------------- | ------------------------------- | ------------------------- | ------ | ----- | ----- | 
|                               
|                               
|                               
|                               
|Balance, at January 30, 2000    |                                 | $                         | 4,802  |      
|                               
|                               
|                               
|                               
|Store closings costs:           |                                 |                           |        |      
|                               
|                               
|                               
|                               
|                                | Store closings costs, gross     |                           |        | 6,053 |      
|                               
|                               
|                               
|                               
|                                | Adjustments to prior year plans |                           |        | (41   | )    
|                                |                                 |                           |        |      
|                                |                                 | Store closings costs, net |        |       | 6,012 | 
|                               
|                               
|                               
|                               
|Purchase accounting adjustment: |                                 |                           |        |      
|                               
|                               
|                               
|                               
|                                | Als and Grand Auto Supply      |                           |        | 2,744 |      
|                               
|                               
|                               
|                               
|Payments                        |                                 |                           | (9,581 | )    
|                                |                                 |                           |        |      
|Balance, at October 29, 2000    |                                 | $                         | 3,977  |      
|                                |                                 |                           |        |      

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

Included in store closing costs is a charge of $3.7 million for
store closing costs that were incurred due to overlap of certain
CSK stores with more favorably sized or situated AGA stores.
Adjustments to prior plans relate to costs for store closures
that were accrued in prior periods but withdrawn from the
Companys store closure plan in the period of adjustment.
Such withdrawals are due to subsequent improvements in the
underlying economics of the stores performance or (in the
case of store relocation) because the Company was unable to
secure a previously identified site upon acceptable lease terms.
Further significant changes to the strategic plan are not
considered likely. All relocations and store closings are
anticipated to be completed within twelve months of accrual and
only after costs can be estimated.

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

|                                         |  |                               |    |        |  |            |    |        |  |            |     |   |  |  |     |   |  |  |    | 
|---------------------------------------- |  | ----------------------------- | -- | ------ |  | ---------- | -- | ------ |  | ---------- | --- | - |  |  | --- | - |  |  | -- | 
|                                         |  |                               |    |       
|                                         |  | Number of Stores to be Closed |    |       
|                                         |  |                               |    |       
|                                         |  | Beginning                     |    | Stores |  | Plan       |    | Stores |  | Balance to
|Period                                   |  | Balance                       |    | Added  |  | Amendments |    | Closed |  | be Closed 
|                                         |  |                               |    |        |  |            |    |        |  |           
|Fiscal 1998                              |  |                               | 48 |        |  |            | 24 |        |  |            | (10 | ) |  |  | (33 | ) |  |  | 29 | 
|                                        
|                                        
|                                        
|                                        
|Fiscal 1999                              |  |                               | 29 |        |  |            | 87 |        |  |            | (11 | ) |  |  | (77 | ) |  |  | 28 | 
|                                        
|                                        
|                                        
|                                        
|Thirty-nine weeks ended October 29, 2000 |  |                               | 28 |        |  |            | 17 |        |  |            | (1  | ) |  |  | (36 | ) |  |  | 8  | 

At October 29, 2000, there were 8 stores remaining to be
closed under the Companys store closing plans, comprised
of the following:

|            |  |              |    |            |  |        |     |            |  |  |     |   |  |  |   | 
|----------- |  | ------------ | -- | ---------- |  | ------ | --- | ---------- |  |  | --- | - |  |  | - | 
|            |  | Stores in    |    | Plan       |  | Stores |     | Balance to
|Fiscal Year |  | Closing Plan |    | Amendments |  | Closed |     | be Closed 
|            |  |              |    |            |  |        |     |           
|1996        |  |              | 91 |            |  |        | (17 | )          |  |  | (74 | ) |  |  |  | 
|           
|           
|           
|           
|1997        |  |              | 36 |            |  |        | (13 | )          |  |  | (22 | ) |  |  | 1 | 
|           
|           
|           
|           
|1998        |  |              | 24 |            |  |        | (5  | )          |  |  | (19 | ) |  |  |  | 
|           
|           
|           
|           
|1999        |  |              | 87 |            |  |        | (2  | )          |  |  | (82 | ) |  |  | 3 | 
|           
|           
|           
|           
|2000        |  |              | 17 |            |  |        |    |            |  |  | (13 | ) |  |  | 4 | 
|            |  |              |    |            |  |        |     |            |  |  |     |   |  |  | 8 | 

The store that remains from the 1997 fiscal year plan will be
closed prior to the end of fiscal 2000.

9



---



CSK AUTO CORPORATION AND SUBSIDIARY


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)



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

of Operations


Overview

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

Results of Operations

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

|                                                                                    |  |                |       |                   |  |             |       |             |  |  |       |   |  |  |       |  
|----------------------------------------------------------------------------------- |  | -------------- | ----- | ----------------- |  | ----------- | ----- | ----------- |  |  | ----- | - |  |  | ----- | -
|                                                                                    |  |                |       |                  
|                                                                                    |  | Thirteen Weeks |       | Thirty-nine Weeks
|                                                                                    |  | Ended          |       | Ended            
|                                                                                    |  |                |       |                  
|                                                                                    |  | October 29,    |       | October 31,       |  | October 29, |       | October 31,
|                                                                                    |  | 2000           |       | 1999              |  | 2000        |       | 1999       
|                                                                                    |  |                |       |                   |  |             |       |            
|Net sales                                                                           |  |                | 100.0 | %                 |  |             | 100.0 | %           |  |  | 100.0 | % |  |  | 100.0 | %
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Cost of sales                                                                       |  |                | 53.2  |                   |  |             | 51.6  |             |  |  | 52.8  |   |  |  | 52.0  |  
|                                                                                    |  |                |       |                   |  |             |       |             |  |  |       |   |  |  |       |  
|Gross profit                                                                        |  |                | 46.8  |                   |  |             | 48.4  |             |  |  | 47.2  |   |  |  | 48.0  |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Operating and administrative                                                        |  |                | 39.2  |                   |  |             | 37.9  |             |  |  | 38.5  |   |  |  | 38.1  |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Store closing costs                                                                 |  |                |      |                   |  |             | 0.1   |             |  |  | 0.5   |   |  |  | 0.2   |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Transition and integration expenses                                                 |  |                | 0.4   |                   |  |             | 1.1   |             |  |  | 2.1   |   |  |  | 0.5   |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Equity in loss on joint venture                                                     |  |                | 0.3   |                   |  |             |      |             |  |  | 0.2   |   |  |  |      |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Goodwill amortization                                                               |  |                | 0.3   |                   |  |             | 0.1   |             |  |  | 0.3   |   |  |  | 0.1   |  
|                                                                                    |  |                |       |                   |  |             |       |             |  |  |       |   |  |  |       |  
|Operating profit                                                                    |  |                | 6.6   |                   |  |             | 9.2   |             |  |  | 5.6   |   |  |  | 9.1   |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Interest expense, net                                                               |  |                | 4.2   |                   |  |             | 3.5   |             |  |  | 4.1   |   |  |  | 3.0   |  
|                                                                                    |  |                |       |                   |  |             |       |             |  |  |       |   |  |  |       |  
|Income before income taxes and cumulative effect of change in
	accounting principle |  |                | 2.4   |                   |  |             | 5.7   |             |  |  | 1.5   |   |  |  | 6.1   |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Income tax expense                                                                  |  |                | 0.9   |                   |  |             | 2.2   |             |  |  | 0.5   |   |  |  | 2.3   |  
|                                                                                    |  |                |       |                   |  |             |       |             |  |  |       |   |  |  |       |  
|Income before cumulative effect of change in accounting principle                   |  |                | 1.5   |                   |  |             | 3.5   |             |  |  | 1.0   |   |  |  | 3.8   |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Cumulative effect of change in accounting principle, net of
	income taxes           |  |                |      |                   |  |             |      |             |  |  |      |   |  |  | (0.1  | )
|                                                                                    |  |                |       |                   |  |             |       |             |  |  |       |   |  |  |       |  
|Net income                                                                          |  |                | 1.5   | %                 |  |             | 3.5   | %           |  |  | 1.0   | % |  |  | 3.7   | %
|                                                                                    |  |                |       |                   |  |             |       |             |  |  |       |   |  |  |       |  

Thirteen Weeks Ended October 29, 2000
Compared to Thirteen Weeks Ended October 31, 1999

Net sales for the thirteen weeks ended October 29, 2000
(the third quarter of fiscal 2000) increased $37.6
million, or 11.3%, over net sales for the thirteen week period
ended October 31, 1999 (the third quarter of fiscal
1999). This increase reflects both a comparable store
sales increase of 2% and an increase in the number of stores
operated. During the third quarter of fiscal 2000, we opened
8 stores, relocated 7 stores, expanded 3 stores,
and closed 4 stores in addition to stores closed due to
relocation. At October 29, 2000, we had 1,147 stores in
operation compared to 1,120 stores at the end of the third
quarter of fiscal 1999.

Gross profit for the third quarter of fiscal 2000 was $172.7
million, or 46.8% of net sales, compared to $160.4 million, or
48.4% of net sales, for the third quarter of fiscal 1999. The
decrease in gross profit percentage primarily resulted from the
loss of purchase allowances due to the assimilation of acquired
inventories without customary purchase allowances.

10



---



Operating and administrative expenses increased by $18.8 million
to $144.4 million, or 39.2% of net sales, for the third quarter
of fiscal 2000 from $125.7 million, or 37.9% of net sales, for
the comparable 1999 period. The dollar increase is primarily the
result of the operating costs of new stores. The increase as a
percent of sales resulted from our inability to leverage the
additional fixed costs of new and acquired stores over a larger
sales base.

Operating profit decreased to $24.5 million, or 6.6% of net
sales, for the third quarter of fiscal 2000 from $30.5 million,
or 9.2% of net sales, for the comparable 1999 period, due to the
factors cited above. In addition, during the third quarter of
fiscal 2000, we incurred the following costs and charges:
(1) $1.3 million of non-recurring expenses primarily
associated with the transition and integration of the AllCar
Distributors (AllCar) stores that were acquired in
the first quarter of fiscal 2000, compared to $3.6 million
during the 1999 period relating to the transition and
integration of the Big Wheel/ Rossi (BWR) and
Als Auto Supply and Grand Auto Supply (AGA)
stores (collectively the 1999 Acquisitions);
(2) goodwill amortization charges associated with our
acquisitions of $1.1 million compared to $0.4 million during the
1999 period; (3) net store closing costs of $0.1 million
compared to $0.2 million during the 1999 period;
(4) pre-tax operating losses associated with the winding
down of acquired automobile service centers of $0.6 million (see
Liquidity and Capital Resources) compared to $0.2 million during
the 1999 period; and (5) $1.2 million relating to our
proportionate equity share of the loss of our joint venture (see
Note 5 to the Consolidated Financial Statements).

Net interest expense for the third quarter of fiscal 2000
totaled $15.5 million compared to $11.5 million for the third
quarter of fiscal 1999. The net expense increased primarily as a
result of the additional indebtedness incurred to fund the 1999
Acquisitions and higher variable interest rates. An additional
component of the increase in interest expense is the
amortization of debt issuance costs, of which $0.5 million was
incurred during the third quarter of fiscal 2000, compared to
$0.4 million during the comparable 1999 period.

Income tax expense for the third quarter of fiscal 2000 was $3.2
million, compared to $7.3 million for the comparable period of
fiscal 1999. Our effective tax rate decreased during the 2000
period to approximately 35.0% of pre-tax income from
approximately 38.5% in the comparable 1999 period as a result of
certain tax credits that were realized in the current period
which were not available in the prior period.

As a result of the above factors, we produced net income of $5.9
million, or $0.21 per diluted common share, for the third
quarter of fiscal 2000, compared to net income of $11.7 million,
or $0.41 per diluted common share, for the third quarter of
fiscal 1999. Excluding non-recurring charges and the
PartsAmerica.com charge, net income for the third quarter of
fiscal 2000 totaled approximately $7.9 million, or $0.29 per
diluted common share.

Thirty-nine Weeks Ended October 29,
2000 Compared to Thirty-nine Weeks Ended October 31,
1999

Net sales for the thirty-nine weeks ended October 29, 2000
increased $197.0 million, or 21.8%, over net sales for the
thirty-nine week period ended October 31, 1999. This
increase reflects both a comparable store sales increase of 2%
and an increase in the number of stores operated. During the
thirty-nine weeks of fiscal 2000, we opened 28 stores,
relocated 12 stores, expanded 6 stores, acquired
23 stores, and closed 24 stores in addition to stores
closed due to relocation. The operating results of the Big Wheel
stores are reflected for only seventeen weeks in the thirty-nine
weeks of fiscal 1999 and the operating results of the AGA stores
are reflected for only four weeks in the same period. Both
acquisitions are reflected for the full thirty-nine weeks of
fiscal 2000.

Gross profit for the thirty-nine weeks ended October 29,
2000 was $519.7 million, or 47.2% of net sales, compared to
$433.3 million, or 48.0% of net sales, for the comparable 1999
period.

Operating and administrative expenses increased by $78.8 million
to $423.2 million, or 38.5% of net sales, for the thirty-nine
week period of fiscal 2000 from $344.4 million, or 38.1% of net
sales, for the comparable 1999 period. The dollar increase is
primarily the result of the operating costs of new stores.

11



---



Operating profit decreased to $61.1 million, or 5.6% of net
sales, for the thirty-nine week period of fiscal 2000 from $82.5
million, or 9.1% of net sales, for the comparable 1999 period,
due to the factors cited above. In addition, during the
thirty-nine weeks of fiscal 2000, we incurred the following
costs and charges: (1) $23.8 million of non-recurring
expenses associated with the transition and integration of the
1999 acquisitions and the AllCar acquisition compared to $4.2
million during the 1999 period; (2) goodwill amortization
charges associated with our acquisitions of $3.6 million
compared to $0.7 million during the 1999 period; (3) net
store closing costs of $6.0 million compared to $1.4 million
during the 1999 period; (4) pre-tax operating losses
associated with the winding down of acquired automobile service
centers of $2.6 million (see Liquidity and Capital Resources)
compared to $0.2 million during the 1999 period; and
(5) $1.9 million relating to our proportionate equity share
of the loss of our joint venture (see Note 5 to the Consolidated
Financial Statements).

Net interest expense for the thirty-nine weeks of fiscal 2000
totaled $45.3 million compared to $27.0 million for the
comparable period of fiscal 1999. The net expense increased
primarily as a result of the additional indebtedness incurred to
fund the 1999 Acquisitions and higher variable interest rates.
An additional component of the increase in interest expense is
the amortization of debt issuance costs, of which $1.6 million
was incurred during the thirty-nine weeks of fiscal 2000,
compared to $0.9 million during the comparable 1999 period.

Income tax expense for the thirty-nine weeks of fiscal 2000 was
$5.8 million compared to income tax expense of $21.3 million for
the comparable 1999 period. Our effective tax rate decreased
during the 2000 period to approximately 36.5% of pre-tax income
from approximately 38.3% in the comparable 1999 period as a
result of certain tax credits that were realized in the current
period which were not available in the prior period.

As a result of the above factors, net income decreased to $10.1
million, or $0.36 per diluted common share, for the thirty-nine
week period of fiscal 2000, compared to net income of $33.5
million, or $1.17 per diluted common share, for the comparable
1999 period. Excluding non-recurring charges and the
PartsAmerica.com charge, net income for the thirty-nine weeks of
fiscal 2000 totaled approximately $30.4 million, or $1.09 per
diluted common share.

Liquidity and Capital Resources

Overview

Our primary cash requirements include working capital (primarily
inventory), debt service obligations and capital expenditures.
We finance our cash requirements with cash flow from operations,
funds from our leasing facility and borrowings under our
revolving credit facility. At October 29, 2000, we had net
working capital of approximately $414.8 million and total
liquidity (cash plus availability under our revolving credit
facility) of approximately $44.5 million. Under off-balance
sheet operating lease facilities that are used to finance new
store construction, we have $109.4 million of available funding
for the acquisition and development of new stores through
December 31, 2000. Of the available funding, $10.4 million
has been committed to fund previously identified sites.

We believe that cash flow from operations combined with the
availability of funds under our leasing facility and the
revolving credit facility will be sufficient to support our
operations and liquidity requirements for the foreseeable
future. However, if sales trends were weaker than forecast, it
could negatively impact our liquidity and capital resources in
the foreseeable future.

For the thirty-nine weeks of fiscal 2000, net cash provided by
operating activities was $42.8 million compared to $14.4 million
of cash used in operating activities during the comparable 1999
period. The largest component of the change in cash flows from
operating activities relates to our investment in inventories,
where $7.1 million of cash was used during fiscal 2000 compared
to $79.3 million used for such purposes during the 1999 period.
The reduced investment in inventories reflects the
rationalization of inventories purchased in connection with our
1999 Acquisitions and a stabilization of inventory levels in
support of our commercial

12



---





Net cash used in investing activities totaled $26.4 million for
the thirty-nine weeks of fiscal 2000, compared to $246.1 million
during the comparable 1999 period. The decrease in cash used in
investing activities was primarily the result of $1.2 million of
cash used for business acquisitions during the fiscal 2000
period, compared to $215.8 million used to finance the Big Wheel
and AGA acquisitions during the comparable 1999 period.

Net cash used in financing activities totaled $15.3 million in
the thirty-nine weeks of fiscal 2000 compared to $266.6 million
of net cash provided by financing activities in the comparable
period of fiscal 1999. In the thirty-nine weeks of fiscal 2000,
we used $1.7 million to repay loans under the Senior Credit
Facility, used $0.2 million to finance loans to CSK executives
to purchase CSK common stock, made payments of $10.6 million on
capital lease obligations, and paid $2.9 million in connection
with other financing activities. In the comparable 1999 period,
we used $278.6 million of net borrowings under the Senior Credit
Facility primarily relating to the Big Wheel, AGA and AIS
acquisitions, made payments of $8.0 million on capital lease
obligations, incurred $4.5 million of debt issuance costs,
received $0.4 million of stockholder receivables, received $0.7
million in proceeds from stock option exercises, and paid $0.5
million in connection with other financing activities.

Store Activity

On April 27, 2000, we acquired substantially all of the
assets of All-Car Distributors, Inc. (AllCar), an
operator of 22 stores in Wisconsin and Michigan. Under the
terms of the agreement, we paid approximately $711,000 in cash,
which includes associated transaction costs, for the assets of
AllCar and assumed vendor accounts payable and certain
indebtedness and accrued expenses. In August 2000, we made
a payment of approximately $206,000 pursuant to a purchase price
adjustment formula contained in the original agreement. In
addition, we may be required to make an additional payment of
approximately $215,000 upon the satisfaction of certain
conditions. The AllCar acquisition was accounted for under the
purchase method of accounting. Accordingly, the results of
operations of these stores are included in our consolidated
operating results from April 28, 2000, the first day of
operations subsequent to the acquisition. The financial
statements reflect the preliminary allocation of the purchase
price, based on estimated fair values at the date of
acquisition, pending final determination of certain acquired
balances, principally inventories.

The AllCar stores are serviced out of our Minneapolis
Distribution Center and have been converted to the Checker name
and store format and integrated into our operations. In
connection with the integration of the AllCar stores, we
incurred one-time transition and integration expenses of
approximately $3.6 million, consisting primarily of grand
opening advertising, training and re-merchandising costs. In
addition, we expect to incur capital expenditures estimated to
be $2.0 million, consisting primarily of expenditures related to
equipment, store fixtures, signage and the installation of our
store-level information systems in the AllCar stores.
Approximately $1.5 million of these expenditures were incurred
through the third quarter of fiscal 2000 with the balance
expected to be incurred during the fourth quarter of fiscal 2000.

In connection with our acquisitions, including the acquisition
of the AllCar stores, we incurred one-time transition and
integration expenses of approximately $23.8 million during the
thirty-nine weeks of fiscal 2000, consisting primarily of grand
opening advertising, training and re-merchandising costs. In
addition, during the thirty-nine weeks of fiscal 2000, we
incurred $8.2 million of capital expenditures, consisting
primarily of expenditures related to equipment, store fixtures,
signage and the installation of our store-level information
systems in these stores.

During the thirty-nine weeks of fiscal 2000, we acquired 23
stores, opened 28 new stores, relocated 12 stores, expanded 6
stores, and closed 24 stores in addition to stores closed due to
relocation. We anticipate that the majority of new, relocated or
expanded stores will be financed under arrangements structured
as operating leases that require limited capital expenditures by
us except for fixtures and store equipment.

13



---



Store Closing Costs

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

Activity in the provision for store closings and the related
store closing costs for the thirty-nine weeks ended
October 29, 2000, is as follows (in thousands):

|                                |                                 |                            |        |       |       | 
|------------------------------- | ------------------------------- | -------------------------- | ------ | ----- | ----- | 
|                               
|                               
|                               
|                               
|Balance, at January 30, 2000    |                                 | $                          | 4,802  |      
|                               
|                               
|                               
|                               
|Store closings costs:           |                                 |                            |        |      
|                               
|                               
|                               
|                               
|                                | Store closings costs, gross     |                            |        | 6,053 |      
|                               
|                               
|                               
|                               
|                                | Adjustments to prior year plans |                            |        | (41   | )    
|                                |                                 |                            |        |      
|                                |                                 | Store closings costs, net  |        |       | 6,012 | 
|                               
|                               
|                               
|                               
|Purchase accounting adjustment: |                                 |                            |        |      
|                               
|                               
|                               
|                               
|                                |                                 | Als and Grand Auto Supply |        |       | 2,744 | 
|                               
|                               
|                               
|                               
|Payments                        |                                 |                            | (9,581 | )    
|                                |                                 |                            |        |      
|Balance, at October 29, 2000    |                                 | $                          | 3,977  |      
|                                |                                 |                            |        |      

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

Included in store closing costs is a charge of $3.7 million for
store closing costs that were incurred due to overlap of certain
CSK stores with more favorably sized or situated AGA stores.
Adjustments to prior plans relate to costs for store closures
that were accrued in prior periods but withdrawn from our store
closure plan in the period of adjustment. Such withdrawals are
due to subsequent improvements in the underlying economics of
the stores performance or (in the case of store
relocation) because we were unable to secure a previously
identified site upon acceptable lease terms. Further significant
changes to the strategic plan are not considered likely. All
relocations and store closings are anticipated to be completed
within twelve months of accrual and only after costs can be
estimated.

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

|                                         |  |                               |    |        |  |            |    |        |  |            |     |   |  |  |     |   |  |  |    | 
|---------------------------------------- |  | ----------------------------- | -- | ------ |  | ---------- | -- | ------ |  | ---------- | --- | - |  |  | --- | - |  |  | -- | 
|                                         |  |                               |    |       
|                                         |  | Number of Stores to be Closed |    |       
|                                         |  |                               |    |       
|                                         |  | Beginning                     |    | Stores |  | Plan       |    | Stores |  | Balance to
|Period                                   |  | Balance                       |    | Added  |  | Amendments |    | Closed |  | be Closed 
|                                         |  |                               |    |        |  |            |    |        |  |           
|Fiscal 1998                              |  |                               | 48 |        |  |            | 24 |        |  |            | (10 | ) |  |  | (33 | ) |  |  | 29 | 
|                                        
|                                        
|                                        
|                                        
|Fiscal 1999                              |  |                               | 29 |        |  |            | 87 |        |  |            | (11 | ) |  |  | (77 | ) |  |  | 28 | 
|                                        
|                                        
|                                        
|                                        
|Thirty-nine weeks ended October 29, 2000 |  |                               | 28 |        |  |            | 17 |        |  |            | (1  | ) |  |  | (36 | ) |  |  | 8  | 

14



---



At October 29, 2000, there were 8 stores remaining to
be closed under the Companys store closing plans,
comprised of the following:

|            |  |              |    |            |  |        |     |            |  |  |     |   |  |  |   | 
|----------- |  | ------------ | -- | ---------- |  | ------ | --- | ---------- |  |  | --- | - |  |  | - | 
|            |  | Stores in    |    | Plan       |  | Stores |     | Balance to
|Fiscal Year |  | Closing Plan |    | Amendments |  | Closed |     | be Closed 
|            |  |              |    |            |  |        |     |           
|1996        |  |              | 91 |            |  |        | (17 | )          |  |  | (74 | ) |  |  |  | 
|           
|           
|           
|           
|1997        |  |              | 36 |            |  |        | (13 | )          |  |  | (22 | ) |  |  | 1 | 
|           
|           
|           
|           
|1998        |  |              | 24 |            |  |        | (5  | )          |  |  | (19 | ) |  |  |  | 
|           
|           
|           
|           
|1999        |  |              | 87 |            |  |        | (2  | )          |  |  | (82 | ) |  |  | 3 | 
|           
|           
|           
|           
|2000        |  |              | 17 |            |  |        |    |            |  |  | (13 | ) |  |  | 4 | 
|            |  |              |    |            |  |        |     |            |  |  |     |   |  |  | 8 | 

The store that remains from the 1997 fiscal year plan will be
closed prior to the end of fiscal 2000.

Service Centers

As a result of our 1999 Acquisitions and the AllCar acquisition
in the first quarter of fiscal 2000, we acquired 84 automobile
service centers (of which 12 were closed during fiscal
1999). These centers are attached to existing retail stores and
perform automotive maintenance as well as tire sales and
service. We are in the process of exiting the service center
business as it: (1) requires management experience that is
not consistent with our core business operations;
(2) requires human and financial resources better utilized
in our retail operations; and (3) does not allow us
sufficient economies of scale to achieve required profitability.

In conjunction with our plan, during the thirty-nine weeks of
fiscal 2000, we sublet 37 centers, closed 17 centers
and have tentative agreements for the sub-lease of several
additional centers. The remaining centers are expected to be
subleased or closed during the fourth quarter of fiscal 2000.

As of October 29, 2000, we had 18 service centers in
operation, compared to 72 centers as of January 30,
2000. During the third quarter of fiscal 2000, these centers
generated net revenues of approximately $1.1 million and pre-tax
operating losses of approximately $0.6 million. During the
thirty-nine weeks of fiscal 2000, these centers generated net
revenues of approximately $7.5 million and pre-tax operating
losses of approximately $2.6 million. We anticipate continued
operating losses on the remaining service centers until all
facilities are sub-leased or otherwise disposed.

Forward-looking Statements

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

15



---



PART II

OTHER INFORMATION

Item 1.  Legal Proceedings

As previously disclosed, on May 4, 1998, a lawsuit was
filed against us in the Superior Court in San Diego, California.
The case was brought by two former store managers and a former
senior assistant manager. It purports to be a class action for
all present and former California store managers and senior
assistant managers and seeks overtime pay for a period beginning
in May 1995 as well as injunctive relief requiring overtime
pay in the future. We have also been served with two other
lawsuits purporting to be class actions filed in California
state courts in Orange and Fresno Counties by thirteen other
former and current employees. These lawsuits include similar
claims to the San Diego lawsuit, except that they also include
claims for unfair business practices which seek overtime from
October 1994. We have entered into an agreement to settle
these class action lawsuits. The maximum settlement amount is
$11 million (which includes plaintiffs attorneys
fees and costs), but may be lower depending upon the number of
potential class members that submit claims. The settlement
agreement has been tentatively approved by the court in which
the lawsuits are pending. The settlement will not be final until
the claims process is completed and the court grants final
approval of the settlement, which is anticipated in
January 2001. We will record a charge to earnings when the
final settlement amount can be reasonably estimated.

We were served on March 8, 2000 with a complaint filed in
Federal Court in the Eastern District of New York by the
Coalition for a Level Playing Field, L.L.C. and 179 individual
auto parts dealers alleging that we and seven other auto parts
dealers (AutoZone, Inc., Wal-Mart Stores, Inc., Advance Stores
Company, Inc., Discount Auto, Inc., The Pep Boys 
Manny, Moe and Jack, Inc., OReilly Automotive, Inc., and
Keystone Automotive Operations, Inc.) violated the
Robinson-Patman Act. Only 14 of the individual plaintiffs
asserted claims against us, and three of those have voluntarily
dismissed their claims without prejudice. The complaint alleges
that we and other defendants knowingly either induced or
received discriminatory prices from large suppliers, allegedly
in violation of Section 2(a) and 2(f) of the
Robinson-Patman Act, as well as receiving compensation from
large suppliers for services not performed for those suppliers,
allegedly in violation of Section 2(c) of the
Robinson-Patman Act. The complaint seeks injunctive relief
against all defendants and seeks treble damages on behalf of the
individual auto parts dealers who are plaintiffs, plus
attorneys fees. The complaint alleges that the estimated
average damage amount per plaintiff is $1,000,000 (and more for
those plaintiffs that are wholesale distributors and not simply
jobbers) before trebling. We believe the suit is without merit
and plan to vigorously defend it. We, with other defendants,
have filed a motion to dismiss and certain other procedural
motions. A decision on these motions is not anticipated until
the second quarter of fiscal 2001.

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

Item 2.  Changes in Securities and Use of
Proceeds

NONE

Item 3.  Defaults upon Senior
Securities

NONE

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

NONE

16



---



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 the
	Companys annual report on Form 10-K, filed on
	May 4, 1998 (File No. 001-13927).                                                                                                                                                                                          
|3.02  |  | Certificate of Correction of the Company, incorporated herein by
	reference to Exhibit 3.02 of the Companys annual
	report on Form 10-K, filed on May 4, 1998 (File
	No.  001-13927).                                                                                                                                                                                                     
|3.03  |  | Amended and Restated By-Laws of the Company, incorporated herein
	by reference to Exhibit 3.03 of the Companys annual
	report on Form 10-K, filed on April 28, 1999
	(File No. 00113927).                                                                                                                                                                                                 
|4.01  |  | Third Amended and Restated Credit Agreement, dated as of
	September 30, 1999, among CSK Auto, Inc., The Chase
	Manhattan Bank, DLJ Capital Funding, Inc., Lehman
	Commercial Paper Inc. and the lenders from time to time parties
	thereto, incorporated herein by reference to Exhibit 4.01
	of the Companys current report on Form 8-K, filed on
	October 15, 1999 (File No. 001-13927).
|27.01 |  | Financial Data Schedule                                                                                                                                                                                                                                                                                                                                                                    

(b)  Reports on Form 8-K:

NONE

17



---



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



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



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

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

DATED: December 13, 2000

18



---



Exhibit Index

|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                            
|------- | ----- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |            
|Number  |       | Description
|        |       |            
|        | 3.01  |             |  | Restated Certificate of Incorporation of the Company,
	incorporated herein by reference to Exhibit 3.01 of the
	Companys annual report on Form 10-K, filed on
	May 4, 1998 (File No. 001-13927).                                                                                                                                                                                          
|        | 3.02  |             |  | Certificate of Correction of the Company, incorporated herein by
	reference to Exhibit 3.02 of the Companys annual
	report on Form 10-K, filed on May 4, 1998 (File
	No.  001-13927).                                                                                                                                                                                                     
|        | 3.03  |             |  | Amended and Restated By-Laws of the Company, incorporated herein
	by reference to Exhibit 3.03 of the Companys annual
	report on Form 10-K, filed on April 28, 1999 (File
	No.  001-13927).                                                                                                                                                                                               
|        | 4.01  |             |  | Third Amended and Restated Credit Agreement, dated as of
	September 30, 1999, among CSK Auto, Inc., The Chase
	Manhattan Bank, DLJ Capital Funding, Inc., Lehman
	Commercial Paper Inc. and the lenders from time to time parties
	thereto, incorporated herein by reference to Exhibit 4.01
	of the Companys current report on Form 8-K, filed on
	October 15, 1999 (File No. 001-13927).
|        | 27.01 |             |  | Financial Data Schedule