##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K/A
 Amendment No. 1
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    February 4, 2007.o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file number
    001-13927
  CSK AUTO CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Delaware

86-0765798(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)645 E. Missouri
    Ave.Suite 400
    Phoenix, Arizona

85012(Address of principal executive
    offices)

(Zip Code)   Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which Registered:Common Stock, $.01 par value

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  o þ
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ




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##### 



TABLE OF
    CONTENTS
  PagePART IIItem 8.


Financial
    Statements and Supplementary Data


1PART IVItem 15.


Exhibits and
    Financial Statement Schedules


49EX-31.01EX-31.02EX-32.01      EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K/A) Form 10-K Form 10-K
  Form 10-K/A Form 10-K/A
  Form 10-K/A
  Note
    Concerning Forward-Looking Information
    and/or
 i




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ii




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PART II  Item 8.
    Financial
    Statements and Supplementary Data  Report of
    Independent Registered Public Accounting Firm
       Consolidated
    financial statements and financial statement schedules
      Internal
    control over financial reporting
  Internal Control  Integrated
    Framework
   1




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Control Environment:
    Accounting for Inventory
  Accounting for Vendor Allowances
 2




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Accounting for Certain Accrued Expenses
  Accounting for Store Fixtures and Supplies
  Resources, and Policies and Procedures to Ensure
    Proper and Consistent Application of GAAP:
  Accounting for Leases
  Allowance for Sales Returns
  Accounting for Certain Accrued Expenses
   3




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Internal Control  Integrated Framework Internal Control 
    Integrated Framework
  
   4




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CSK AUTO
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Fiscal Year EndedFebruary 4,


January 29,


January 30,2007


2006


2005(In thousands, except share and per share data)Net sales

$
1,907,776


$
1,651,285


$
1,604,991Cost of sales


1,011,712



864,674



839,564Gross profit


896,064



786,611



765,427Other costs and expenses:Operating and administrative


788,400



653,471



629,309Investigation and restatement costs


25,739







Store closing costs


1,487



2,903



2,229Operating profit


80,438



130,237



133,889Interest expense


48,767



33,599



33,851Loss on debt retirement


19,450



1,600



1,026Income before income taxes and
    cumulative effect of change in accounting principle


12,221



95,038



99,012Income tax expense


4,991



37,248



39,450Income before cumulative effect of
    change in accounting principle


7,230



57,790



59,562Cumulative effect of change in
    accounting principle, net of tax


966







Net income

$
6,264


$
57,790


$
59,562Basic earnings per share:Income before cumulative effect of
    change in accounting principle

$
0.16


$
1.30


$
1.30Cumulative effect of change in
    accounting principle


0.02







Net income per share

$
0.14


$
1.30


$
1.30Shares used in computing per share
    amounts


43,876,533



44,465,409



45,713,271Diluted earnings per share:Income before cumulative effect of
    change in accounting principle

$
0.16


$
1.29


$
1.29Cumulative effect of change in
    accounting principle


0.02







Net income per share

$
0.14


$
1.29


$
1.29Shares used in computing per share
    amounts


44,129,278



44,812,302



46,002,376    5




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CSK AUTO
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  February 4,


January 29,2007


2006(In thousands,except share data)ASSETSCash and cash equivalents

$
20,169


$
17,964Receivables, net of allowances of
    $393 and $436, respectively


43,898



29,861Inventories


502,787



508,507Deferred income taxes


46,500



37,806Prepaid expenses and other current
    assets


31,585



20,047Total current assets


644,939



614,185Property and equipment, net


174,409



174,112Intangibles, net


67,507



71,807Goodwill


224,937



223,507Deferred income taxes


4,200



20,845Other assets, net


35,770



35,578Total assets

$
1,151,762


$
1,140,034LIABILITIES AND
    STOCKHOLDERS EQUITYAccounts payable

$
260,146


$
208,507Accrued payroll and related
    expenses


60,306



48,483Accrued expenses and other current
    liabilities


81,569



89,141Current maturities of long-term
    debt


56,098



42,465Current maturities of capital
    lease obligations


8,761



9,500Total current liabilities


466,880



398,096Long-term debt


451,367



507,523Obligations under capital leases


15,275



18,106Other liabilities


46,730



60,152Total non-current liabilities


513,372



585,781Commitments and contingenciesStockholders equity:Common stock, $0.01 par
    value, 90,000,000 shares authorized, 43,950,751 and
    43,830,322 shares issued and outstanding at
    February 4, 2007 and January 29, 2006, respectively


440



438Deferred compensation






(1,735
)Additional paid-in capital


433,912



426,560Accumulated deficit


(262,842
)


(269,106
)Total stockholders equity


171,510



156,157Total liabilities and
    stockholders equity

$
1,151,762


$
1,140,034    6




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CSK AUTO
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Fiscal Year EndedFebruary 4,


January 29,


January 30,2007


2006


2005(In thousands)Cash flows provided by (used in)
    operating activities:Net income

$
6,264


$
57,790


$
59,562Adjustments:Depreciation and amortization on
    property and equipment


40,645



36,628



32,882Amortization of other items


7,585



4,231



4,209Amortization of debt discount and
    deferred financing costs


4,539



2,161



1,883Stock-based compensation expense


4,972



571



191Tax benefit relating to exercise of
    stock options






231



390Write downs on disposal of
    property, equipment and other assets


3,354



2,145



2,034Loss on debt retirement


8,496



1,600



131Deferred income taxes


3,771



36,008



38,078Changes in operating assets and
    liabilities:Receivables


(13,412
)


6,747



(3,557
)Inventories


3,652



(23,588
)


(11,710
)Prepaid expenses and other current
    assets


(11,538
)


7,616



5,286Accounts payable


51,639



17,329



(20,546
)Accrued payroll, accrued expenses,
    and other current liabilities


4,838



9,987



(4,222
)Other operating activities


(5,165
)


2,867



(1,154
)Net cash provided by operating
    activities


109,640



162,323



103,457Cash flows used in investing
    activities:Capital expenditures


(37,529
)


(36,775
)


(24,800
)Business acquisitions, net of cash
    acquired


(4,292
)


(177,658
)


Other investing activities


(1,778
)


(1,499
)


(3,424
)Net cash used in investing
    activities


(43,599
)


(215,932
)


(28,224
)Cash flows provided by (used in)
    financing activities:Borrowings under senior credit
    facility  term loan










20,600Payments under senior credit
    facility  term loan






(252,450
)


(23,150
)Borrowings under senior credit
    facility  line of credit


84,800



230,300



Payments under senior credit
    facility  line of credit


(126,800
)


(136,300
)


Borrowings under term loan facility


350,000







Payments under term loan facility


(875
)






Payment of debt issuance costs


(13,166
)


(9,612
)


(1,412
)Retirement of 12% senior notes










(14,910
)Proceeds from issuance of 4.625%
    exchangeable notes






100,000



Proceeds from issuance of 3.375%
    exchangeable notes






125,000



Retirement of 3.375% exchangeable
    notes


(125,000
)






Retirement of 7% senior notes


(225,000
)






Payments on capital lease
    obligations


(10,301
)


(10,893
)


(16,232
)Proceeds from seller financing
    arrangements


428



3,164



1,175Payments on seller financing
    arrangements


(484
)


(381
)


(214
)Proceeds from repayment of
    stockholder receivable






10



63Proceeds from exercise of stock
    options


1,196



1,130



2,074Purchase of common stock






(25,029
)


(23,726
)Net proceeds from termination of
    common stock call option and warrants


1,555







Premium on common stock call option






(26,992
)


Premium from common stock warrants






17,820



Other financing activities


(189
)


(423
)


(254
)Net cash (used in) provided by
    financing activities


(63,836
)


15,344



(55,986
)Net increase (decrease) in cash


2,205



(38,265
)


19,247Cash and cash equivalents,
    beginning of period


17,964



56,229



36,982Cash and cash equivalents, end of
    period

$
20,169


$
17,964


$
56,229    7




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CSK AUTO
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 SUPPLEMENTAL
    DISCLOSURES
  Fiscal Year EndedFebruary 4,


January 29,


January 30,2007


2006


2005(In thousands)Supplemental Disclosures of
    Cash Flow InformationCash paid during the year for:Interest

$
40,066


$
25,351


$
31,688Income taxes


56



98



1,878Non-cash investing and financing
    activities:Fixed assets acquired under
    capital leases

$
6,731


$
3,905


$
4,770Consideration received in business
    disposition










7,114  8




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CSK AUTO
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  AdditionalCommon Stock


Paid-in


Stockholder


Deferred


Accumulated


TotalShares


Amount


Capital


Receivable


Compensation


Deficit


Equity(In thousands, except share data)Balances at February 1,
    2004


46,497,936


$
465


$
467,563


$
(73
)

$



$
(386,458
)

$
81,497Repurchase and retirement of
    common stock


(1,574,956
)


(16
)


(23,710
)














(23,726
)Restricted stock


4,463







1,209







(1,164
)






45Amortization of deferred
    compensation


















146







146Recovery of stockholder receivable














63











63Exercise of options


188,858



2



2,072















2,074Tax benefit relating to stock
    option exercises










390















390Compensation expense, stock options










88















88Net income






















59,562



59,562Balances at January 30,
    2005


45,116,301



451



447,612



(10
)


(1,018
)


(326,896
)


120,139Repurchase and retirement of
    common stock


(1,409,300
)


(14
)


(25,015
)














(25,029
)Restricted stock


17,731







1,159







(1,288
)






(129
)Amortization of deferred
    compensation


















571







571Recovery of stockholder receivable














10











10Exercise of options


105,590



1



1,129















1,130Tax benefit relating to stock
    option exercises










231















231Compensation expense, stock options










7















7Warrants and call options, net of
    tax










1,437















1,437Net income






















57,790



57,790Balances at January 29,
    2006


43,830,322



438



426,560







(1,735
)


(269,106
)


156,157Restricted stock


28,466



1



(221
)














(220
)Adoption of
    SFAS No. 123R (Note 2)










(1,735
)






1,735







Exercise of options


91,963



1



1,195















1,196Compensation expense, stock-based
    awards










3,048















3,048Warrants and call options, net of
    tax










390















390Discount on senior exchangeable
    notes, net of tax










4,675















4,675Net income






















6,264



6,264Balances at February 4,
    2007


43,950,751


$
440


$
433,912


$



$



$
(262,842
)

$
171,510    9




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CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
        
    Checker Auto Parts, founded in 1969, with 467 stores in the
    Southwestern, Rocky Mountain and Northern Plains states and
    Hawaii;
    Schucks Auto Supply, founded in 1917, with 228 stores in
    the Pacific Northwest and Alaska;
    Kragen Auto Parts, founded in 1947, with 506 stores primarily in
    California; and
    Murrays Discount Auto Stores, founded in 1972, with 126
    stores in the Midwest.    Note 1 
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    
    Murrays Inc., an automotive parts and accessories
    retailer, from December 19, 2005 (the acquisition date)
    through February 4, 2007. The Murrays legal corporate
    entities were merged into Auto in fiscal 2006.
    Automotive Information Systems, Inc. (AIS), a
    provider of diagnostic vehicle repair information, for fiscal
    2004 through the date of the sale of all of our issued and
    outstanding capital stock of AIS on January 21, 2005 to
    Mobile Productivity, Inc., (MPI).    Basis
    of Presentation
   10




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CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Disclosures about Segments
    of Enterprises and Related Information,
  Fiscal
    Year
    Cash
    Equivalents
    Fair
    Value of Financial Instruments
    Derivative
    Financial Instruments
  Accounting for
    Derivative Instruments and Hedging Activities,
  Receivables
    Concentration
    of Credit Risk
      Inventory
    Valuation
  First-in,
 11




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CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    We reduce the FIFO carrying value of our inventory for estimated
    loss due to shrinkage since the most recent physical inventory.
    Our store shrinkage estimates are determined by dividing the
    shrinkage loss based on the most recent physical inventory by
    the sales for that store since its previous physical inventory.
    That percentage is multiplied by sales since the last physical
    inventory through period end. Our shrinkage expense for fiscal
    2006, 2005 and 2004 was approximately $31.6 million,
    $28.8 million and $20.8 million, respectively. While
    the shrinkage accrual is based on recent experience, there is a
    risk that actual losses may be higher or lower than expected.
    In certain instances, we retain the right to return obsolete and
    excess merchandise inventory to our vendors. In situations where
    we do not have a right to return, we record an allowance
    representing an estimated loss for the difference between the
    cost of any obsolete or excess inventory and the estimated
    retail selling price. Inventory levels and margins earned on all
    products are monitored monthly. Quarterly, we make an assessment
    if we expect to sell any significant amount of inventory below
    cost and, if so, estimate the amount of allowance to record.    February 4,


January 29,2007


2006FIFO cost

$
562,405


$
559,359Administrative and overhead costs


28,725



31,679Vendor allowances


(69,469
)


(67,959
)Shrinkage


(18,116
)


(12,488
)Obsolescence


(758
)


(2,084
)Net inventory

$
502,787


$
508,507   Property
    and Equipment
    Internal
    Software Development Costs
    Goodwill
    and Other Intangible Assets
  Goodwill and Other
    Intangible Assets,
 12




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Impairment
    of Other Long-Lived Assets
    Lease
    Obligations
    Self-Insurance
    Reserves
    Revenue
    Recognition
     13




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Vendor
    Allowances and Cost of Sales
  No. 02-16, Accounting by a Customer (including a Reseller) for Certain
    Consideration Received from a Vendor. No. 02-16,
  Warranty
      Fiscal Year EndedFebruary 4,


January 29,


January 30,2007


2006


2005Warranty reserves, beginning of
    period

$
2,580


$
2,918


$
3,269Provision for warranty


3,428



963



881Allowances from vendors


6,067



5,841



5,851Reserves utilized


(8,167
)


(7,142
)


(7,083
)Warranty reserves, end of period

$
3,908


$
2,580


$
2,918   Store
    Closing Costs
   14




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Advertising
  No. 02-16,
  Preopening
    Costs
    Income
    Taxes
    Earnings
    per Share
  Earnings Per Share
 15




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year EndedFebruary 4,


January 29,


January 30,2007


2006


2005Numerator for basic and diluted
    earnings per share:Net income

$
6,264


$
57,790


$
59,562Denominator for basic earnings
    per share:Weighted average shares
    outstanding (basic)


43,877



44,465



45,713Denominator for diluted
    earnings per share:Weighted average shares
    outstanding (basic)


43,877



44,465



45,713Effect of dilutive securities


252



347



289Weighted average shares
    outstanding (diluted)


44,129



44,812



46,002Shares excluded as a result of
    anti-dilution:Stock options


2,029



790



482   3 4
  Use of
    Estimates
    Legal
    Matters
      Note 2 
    Accounting
    Change for Share-Based Compensation  Share-Based Payment,
 16




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for Stock Issued to
    Employees
  Stock
    Options
    Accounting for Stock-Based
    Compensation Form S-8
    Fiscal Year2006

2005

2004Dividend yield

0%

0%

0%Risk free interest rate

4.45%

3.86% - 4.40%

3.07% - 3.82%Expected life of options

4.5 years

6 years

6 yearsExpected volatility

38.03%

25% - 33%

27% - 36%   Dividend Yield
  Risk-Free Interest Rate
  Expected Life Share Based Payment
  Expected Volatility
 17




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restricted
    Stock
    Long-Term
    Incentive Plan
  Accounting for Stock Appreciation Rights and Other Variable
    Stock Option or Award Plans
     18




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fiscal Year EndedJanuary 29,


January 30,2006


2005Net income  as reported

$
57,790


$
59,562Add: Stock-based employee
    compensation expense in reported net income, net of related
    income taxes


351



142Deduct: Total stock-based employee
    compensation expense determined under fair value based method
    for all awards, net of related income taxes


(4,535
)


(990
)Net income  pro forma

$
53,606


$
58,714Earnings per share 
    basic:As reported

$
1.30


$
1.30Pro forma

$
1.21


$
1.28Earnings per share 
    diluted:As reported

$
1.29


$
1.29Pro forma

$
1.20


$
1.28As reported sharesBasic


44,465



45,713Diluted


44,812



46,002Pro forma shares used in
    calculation:Basic


44,465



45,713Diluted


44,823



45,829     FAS 123R-3, Transition Election Related to Accounting for the Tax Effects
    of Share-Based Payment Awards paid-in-capital paid-in-capital
 19




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 3 
    Recent
    Accounting Pronouncements  Accounting for Certain Hybrid Financial
    Instruments  an amendment of FASB Statements
    No. 133 and 140 Accounting for Derivative Instruments
    and Hedging Activities Application of Statement 133 to Beneficial
    Interests in Securitized Financial Assets, Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of
    Liabilities  a Replacement of FASB Statement
    No. 125,
  Accounting for Servicing of Financial Assets  an
    amendment of FASB Statement No. 140 Accounting for Transfers and Servicing of Financial Assets
    and Extinguishments of Liabilities,
  Accounting for Uncertainty in Income Taxes Accounting for Income Taxes.
  Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements,
  Fair Value Measurements,
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities,
  Note 4 
    Business
    Acquisition   20




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3 4
  Business Combinations,
    Cash and cash equivalents

$
480Receivables


2,963Inventories


51,363Deferred income taxes


3,628Prepaids and other assets


2,87261,306Property and equipment


20,041Trade name and trademarks


49,400Customer relationships


370Leasehold interests


9,324Goodwill


104,541Other long-term assets


65Total assets acquired


245,047Accounts payable and accrued
    liabilities


36,494Unfavorable leasehold interests


7,482Deferred income taxes


19,320Other liabilities


804Total liabilities assumed


64,100Fair value of net assets acquired

$
180,947      21




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 5 
    Receivables    February 4,


January 29,2007


2006Amounts due under vendor allowance
    programs and cooperative advertising arrangements

$
24,122


$
10,587Trade receivables from commercial
    and other customers


17,175



14,614Landlord, subtenant receivables,
    and other


2,994



5,096Gross receivables


44,291



30,297Allowance for doubtful accounts


(393
)


(436
)Net accounts receivable

$
43,898


$
29,861     Note 6 
    Property
    and Equipment    February 4,


January 29,2007


2006


Estimated Useful LifeLand

$
348


$
348Buildings


15,251



14,198


15 - 25 yearsLeasehold improvements


159,070



146,690


Shorter of lease term or useful
    lifeFurniture, fixtures and equipment


168,845



164,745


3 - 10 yearsProperty under capital leases


97,974



94,220


5 - 15 years or life of leasePurchased software


10,829



9,141


5 years452,317



429,342Less: accumulated depreciation and
    amortization


(277,908
)


(255,230
)Property and equipment, net

$
174,409


$
174,112       Note 7 
    Goodwill
    and Other Intangible Assets     22




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Carrying











CarryingValue as of











Value as ofJanuary 29,











February 4,2006


Additions


Amortization


Adjustments


2007Amortized intangible
    assets:Leasehold interests

$
28,556


$



$



$
99


$
28,655Accumulated amortization


(10,111
)






(1,952
)


(99
)


(12,162
)18,445







(1,952
)






16,493License agreement


4,417















4,417Accumulated amortization


(631
)






(643
)






(1,274
)3,786







(643
)






3,143Tradenames and trademarks


49,400















49,400Accumulated amortization


(190
)






(1,668
)






(1,858
)49,210







(1,668
)






47,542Customer relationships


370















370Accumulated amortization


(4
)






(37
)






(41
)366







(37
)






329Amortized intangibles, net


71,807







(4,300
)






67,507Unamortized intangible
    assets:Goodwill


223,507



1,430











224,937Total intangible assets, net

$
295,314


$
1,430


$
(4,300
)

$



$
292,444  23




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal 2007

$
4,204Fiscal 2008


4,127Fiscal 2009


4,050Fiscal 2010


3,993Fiscal 2011


3,947$
20,321   Note 8 
    Long-Term
    Debt  Overview
    February 4,


January 29,2007


2006Term loan facility

$
349,125


$
Senior credit facility


52,000



94,00063/4% senior
    exchangeable notes, carrying balance decreased in fiscal 2006 by
    $6.9 million discount in accordance with EITF
    No. 06-6


93,061



100,0007% senior subordinated notes,
    carrying balance decreased in fiscal 2005 by $6.7 million
    relating to SFAS No. 133 hedge accounting adjustment






218,27933/8% senior
    exchangeable notes






125,000Seller financing arrangements


13,279



12,709Total debt


507,465



549,988Less: Current portion of term loan
    facility


3,478



Senior credit facility(1)


52,000



42,000Current maturities of seller
    financing arrangements


620



465Total debt (non-current)

$
451,367


$
507,523     (1)
    
    This portion of the revolving line of credit represents the
    expected paydown in the following
    12-month
    period.  Fiscal
    2006 Refinancing Transactions
  3 8 3 8 3 8 5 8 3 8
  Fiscal
    2005 Financing Transactions
  3 8
 24




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3 8 5 8 3 8 5 8
  Term
    Loan Facility
  3 8
    Senior
    Credit Facility
       25




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      45/8% Notes
    (Now
    63/4% Notes)
  5 8 5 8 5 8 5 8 3 4 1 2 3 4 3 4 3 4 No. 06-6, Debtors Accounting for a Modification (or Exchange) of
    Convertible Debt Instruments, 3 4 paid-in-capital
  3 4 3 4
 26




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3 4
  Terms


6
    3/4% NotesInterest Rate


6.75% per year until December 15,
    2010; 6.50% thereafterExchange Rate


60.6061 shares per $1,000
    principal (equivalent to an initial exchange price of
    approximately $16.50 per share)Maximum CSK shares exchangeable


6,060,610 common shares, subject
    to adjustment in certain circumstancesMaturity date


December 15, 2025Guaranteed by


CSK Auto Corporation and all of
    Autos present and future domestic subsidiaries, jointly
    and severally, on a senior basisDates that the noteholders may
    require Auto to repurchase some or all for cash at a repurchase
    price equal to 100% of the principal amount of the notes being
    repurchased, plus any accrued and unpaid interest


December 15, 2010, December 15,
    2015, and December 15, 2020 or following a fundamental change as
    described in the indentureIssuance costs being amortized
    over a
    5-year
    period, corresponding to the first date the noteholders could
    require repayment


$3.7 millionAuto will not be able to redeem
    notes


Prior to December 15, 2010Auto may redeem for cash some or
    all of the notes


On or after December 15, 2010,
    upon at least 35 calendar days noticeRedemption price


Equal to 100% of the principal
    amount plus any accrued and unpaid interest and additional
    interest, if any, to, but not including, the redemption date   3 4
  
    During any fiscal quarter (and only during that fiscal quarter)
    commencing after January 29, 2006, if the last reported
    sale price of our common stock is greater than or equal to 130%
    of the exchange price for at least 20 trading days in the period
    of 30 consecutive trading days ending on the last trading day of
    the preceding fiscal quarter;
    If the
    63/4% Notes
    have been called for redemption by Auto; or
    Upon the occurrence of specified corporate transactions, such as
    a change in control, as described in the indenture under which
    the
    63/4% Notes
    were issued.  3 4
  No. 00-19, Accounting for Derivative Financial Instruments Indexed to,
    and potentially Settled in, a Companys Own Stock, 3 4 No. 00-19 3 4
 27




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3 4 3 4 3 4 3 4 3 4
  7%
    Notes
        33/8% Notes
  3 8
  3 8 3 8
 28




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3 8
  Terms


3
    3/8% NotesInterest Rate


3.375% per year until August 15,
    2010; 3.125% thereafterExchange Rate


43.3125 shares per $1,000
    principal (equivalent to an initial exchange price of
    approximately $23.09 per share)Maximum CSK shares exchangeable


5,414,063 common shares, subject
    to adjustment in certain circumstancesMaturity date


August 15, 2025Guaranteed by


CSK Auto Corporation and all of
    Autos present and future domestic subsidiaries, jointly
    and severally, on a senior basisDates that the noteholders may
    require Auto to repurchase some or all for cash at a repurchase
    price equal to 100% of the principal amount of the notes being
    repurchased, plus any accrued and unpaid interest


August 15, 2010, August 15,
    2015, and August 15, 2020 or following a fundamental change
    as described in the indentureIssuance costs being amortized
    over a
    5-year
    period, corresponding to the first date the noteholders could
    require repayment


$4.8 millionAuto will not be able to redeem
    notes


Prior to August 15, 2010Auto may redeem for cash some or
    all of the notes


On or after August 15, 2010, upon
    at least 35 calendar days noticeRedemption price


Equal to 100% of the principal
    amount plus any accrued and unpaid interest and additional
    interest, if any, to, but not including, the redemption date   3 8
  
    During any fiscal quarter (and only during that fiscal quarter)
    commencing after January 29, 2006, if the last reported
    sale price of our common stock was greater than or equal to 130%
    of the exchange price for at least 20 trading days in the period
    of 30 consecutive trading days ending on the last trading day of
    the preceding fiscal quarter;
    If the
    33/8% Notes
    had been called for redemption by Auto; or
    Upon the occurrence of specified corporate transactions, such as
    a change in control, as described in the indentures under which
    the
    33/8% Notes
    were issued.  3 8
  3 8 3 8 3 8
 29




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3 8 No. 00-19, Accounting for Derivative Financial Instruments Indexed to,
    and Potentially Settled in, a Companys Own Stock.
  3 8 3 8 No. 00-19 3 8 3 8 3 8
  3 8 3 8 3 8 3 8 3 8
  Seller
    Financing Arrangements
  No. 97-10, The Effect of Lessee Involvement in Asset Construction.
  Debt
    Covenants
     30




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Form 10-Q 3 4 5 8 3 4 3 4 3 4 3 4 3 4
  3 4 3 4
  Restrictions
    on Paying Dividends and Movement of Funds
   31




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3 8
  Long-Term
    Debt Maturities
    Fiscal 2007

$
56,098Fiscal 2008


3,997Fiscal 2009


4,058Fiscal 2010


97,295Fiscal 2011


4,454Thereafter


341,563$
507,465   Note 9 
    Derivative
    Financial Instruments        Note 10 
    Leases
    and Other Commitments      Fiscal Year2006


2005


2004Minimum rentals

$
140,484


$
122,378


$
114,613Contingent rentals


802



1,068



1,125Sublease rentals


(7,955
)


(8,306
)


(8,907
)$
133,331


$
115,140


$
106,831  32




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Capital


Operating


SubleaseLeases


Leases


RentalsFiscal 2007

$
10,330


$
146,818


$
(6,723
)Fiscal 2008


7,226



127,336



(4,041
)Fiscal 2009


5,431



107,439



(2,365
)Fiscal 2010


2,983



91,106



(1,630
)Fiscal 2011


1,084



76,479



(1,003
)Thereafter


446



262,791



(1,188
)27,500


$
811,969


$
(16,950
)Less: amounts representing interest


(3,464
)Present value of obligations


24,036Less: current portion


(8,761
)Long-term obligation

$
15,275     Note 11 
    Employee
    Benefit Plans    Supplemental
    Retirement Plan Agreement
    Retirement
    Program
   33




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  management
    or highly compensated employees
  Long-Term
    Incentive Plan
    2004
    Stock and Incentive Plan
     34




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options
    Activity
    Weighted


Weighted





WeightedAverage


Average





Average


AggregateNumber of


Exercise


Fair


Options


Exercisable


IntrinsicShares


Price


Value


Exercisable


Price


ValueBalance at February 1, 2004


1,869,309


$
13.91







1,058,713


$
14.27Granted at market price


1,127,896



13.78



5.55Exercised


(188,858
)


10.97Cancelled


(161,515
)


16.22Balance at January 30, 2005


2,646,832



13.92







964,898


$
13.87


$
7,269,000Granted at market price


918,527



15.92



5.74Exercised


(105,590
)


10.70Cancelled


(252,360
)


17.94Balance at January 29, 2006


3,207,409



14.31







2,368,144


$
14.56


$
7,681,000Granted at market price


626,236



16.62



6.35Exercised


(91,963
)


13.05Cancelled


(461,161
)


19.02Balance at February 4, 2007


3,280,521


$
14.13







2,353,327


$
13.54


$
7,938,000     Options Outstanding


Options ExercisableWeighted








WeightedAverage


Weighted





Average


AggregateNumber


Remaining


Average





Exercisable


IntrinsicRange of Exercise Prices

Outstanding


Contractual Life


Exercise Price


Exercisable


Price


Value$2.75  $12.86


766,062



1.86


$
10.26



765,895


$
10.26$12.88  $13.32


765,603



4.55



13.32



520,438



13.32$13.40  $16.33


355,782



3.26



14.46



296,109



14.42$16.35  $16.35


663,716



4.67



16.35



663,716



16.35$16.42  $19.83


729,358



6.27



16.86



107,169



18.31$2.75  $19.83


3,280,521



4.19


$
14.13



2,353,327


$
13.54


$
6,873,000    35




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fiscal Year2006


2005


2004Cash received

$
1,196


$
1,130


$
2,074Tax benefits

$



$
231


$
390   Restricted
    Stock Activity
      WeightedAverageNumber of


Grant DateShares


Fair ValueNon-vested at January 29, 2006


137,779


$
14.72Granted


71,147



16.62Forfeited


(43,909
)


14.70Cancelled


(36,708
)


14.46Non-vested at February 4, 2007


128,309


$
15.86  36




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 12 
    Income
    Taxes    Fiscal Year2006


2005


2004CurrentFederal

$
596


$
1,156


$
1,362State






84



10596



1,240



1,372DeferredFederal


3,533



29,626



31,576State


862



6,382



6,5024,395



36,008



38,078Total

$
4,991


$
37,248


$
39,450     Fiscal Year2006


2005


2004Income before income taxes

$
12,221


$
95,038


$
99,012Federal income tax rate


35
%


35
%


35
%Expected provision (benefit) for
    income taxes


4,277



33,263



34,654Permanent wage add-back for
    federal tax credits


127



151



185Non-deductible executive
    compensation










251Permanent effect of stock based
    compensation


42







Other permanent differences


30



33



135State taxes, net of federal benefit


550



4,114



4,263Changes to tax reserves






1,096



Tax credits and other


(35
)


(1,409
)


(38
)Actual provision for income taxes

$
4,991


$
37,248


$
39,450  37




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    February 4,


January 29,2007


2006Current deferred income taxes:Store closing costs

$
999


$
1,196Accrued employee benefits


15,809



16,101Credits and other benefits






369Property taxes


(2,146
)


(2,146
)Provision for bad debts


155



171Tax loss carryforwards


7,861



5,267Inventory valuation differences


21,456



12,485Other


3,156



4,992Valuation allowance


(790
)


(629
)Total current deferred income tax
    asset (liability)


46,500



37,806Non-current deferred income taxes:Store closing costs


951



1,580Accrued employee benefits


2,490



Capital lease expenditures


(1,712
)


(1,478
)Deferred rent and incentives


10,939



7,626Credits and other benefits


11,697



10,608Depreciation and amortization


(48,004
)


(45,708
)Tax loss carryforwards


32,216



40,306Call options for convertible debt






10,610Discount on senior exchangeable
    notes


(2,727
)


Other


(688
)


(1,576
)Valuation allowance


(962
)


(1,123
)Total non-current deferred income
    tax asset (liability)


4,200



20,845Net deferred tax asset

$
50,700


$
58,651      38




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 13 
    Store
    Closing Costs    Accounting for Costs Associated with
    Exit or Disposal Activities.
        Fiscal Year EndedFebruary 4,


January 29,


January 30,2007


2006


2005Balance, beginning of year

$
7,033


$
7,774


$
12,001Store closing costs:Provision for store closing costs


258



246



285Other revisions in estimates


112



1,505



604Accretion


306



420



552Operating expenses and other


811



732



788Total store closing costs


1,487



2,903



2,229Purchase accounting
    adjustments  Murrays Discount Auto Stores






324



Payments:Rent expense, net of sublease
    recoveries


(2,279
)


(2,227
)


(2,895
)Occupancy and other expenses


(915
)


(740
)


(787
)Sublease commissions and buyouts


(415
)


(1,001
)


(2,774
)Total payments


(3,609
)


(3,968
)


(6,456
)Balance, end of year

$
4,911


$
7,033


$
7,774  39




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Note 14 
    Stock
    Repurchase Program    Note 15 
    Transactions
    and Relationships with Related Parties       40




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 16 
    Legal
    Matters  Audit
    Committee Investigation and Restatement of the Consolidated
    Financial Statements
  Overview
  10-K,
    
    recording of improper accounting entries as directed by certain
    personnel;
    inappropriate override of, or interference with, existing
    policies, procedures and internal controls;
    withholding of information from, and providing of improper
    explanations and supporting documentation to, the Companys
    Audit Committee and Board of Directors, as well as its internal
    auditors and independent registered public accountants; and
    discouraging employees from raising accounting related concerns
    and suppressing accounting related inquiries that were made.      Background
  Form 10-K 10-K), 10-K.
 41




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form 10-Qs
    follow-up follow-up 10-K.
      10-K
 42




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Securities
    Class Action Litigation
  Communications Workers of America Plan for Employees Pensions
    and Death Benefits v. CSK Auto Corporation, et al., 06-1503 (Communications Workers) Wilfred
    Fortier v. CSK Auto Corporation, et al., 06-1580 Communications Workers Rule 10b-5, Rule 10b-5,
  Shareholder
    Derivative Litigation
    SEC
    Investigation
   43




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
    Litigation
         44




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 17 
    Fair
    Value of Financial Instruments    February 4, 2007


January 29, 2006Carrying


Estimated


Carrying


EstimatedAmount


Fair Value


Amount


Fair ValueReceivables

$
43,898


$
43,898


$
29,861


$
29,861Amounts due under term loan
    facility

$
349,125


$
349,125


$



$
Amounts due under senior credit
    facility

$
52,000


$
52,000


$
94,000


$
94,000Obligations under
    63/4% senior
    exchangeable notes

$
93,061


$
124,211


$
100,000


$
105,325Obligations under 7% senior
    subordinated notes

$



$



$
218,279


$
183,403Obligations under
    33/8% senior
    exchangeable notes

$



$



$
125,000


$
118,281   Note 18 
    Guarantees  and/or and/or
       45




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 19 
    Subsequent
    Events    form 10-Q 3 4 5 8 3 4 3 4 3 4 3 4
  Note 20 
    Quarterly
    Results (unaudited)  Restated     46




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Year 2006(1)First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(Restated)


(Restated)(In thousands, except per share data)Results of operationsNet sales

$
463,768


$
488,742


$
483,075


$
472,191Gross profit

$
215,195


$
232,553


$
226,887


$
221,429Investigation and restatement costs

$
3,670


$
11,962


$
6,736


$
3,371Operating profit

$
29,213


$
20,463


$
18,731


$
12,031Interest expense

$
10,321


$
10,999


$
13,308


$
14,139Loss on debt retirement

$



$
19,336


$
90


$
24Income (loss) before cumulative
    effect of change in accounting principle, as previously
    reported(2)

$
18,892


$
(9,872
)

$
5,333


$
(2,132
)Income tax (expense) benefit
    previously recorded(2)


(7,735
)


4,055



(1,974
)


663Adjustment to income tax (expense)
    benefit(3)










(201
)


201Income (loss) before cumulative
    effect of change in accounting principle, as restated(2)(3)

$
11,157


$
(5,817
)

$
3,158


$
(1,268
)Cumulative effect of change in
    accounting principle, net of tax

$
966


$



$



$
Net income (loss)As previously reported

$
10,191


$
(5,817
)

$
3,359


$
(1,469
)Adjustment to income tax (expense)
    benefit(3)










(201
)


201As restated

$
10,191


$
(5,817
)

$
3,158


$
(1,268
)Basic earnings (loss) per share:Income (loss) before cumulative
    effect of change in accounting principleAs previously reported

$
0.25


$
(0.13
)

$
0.08


$
(0.03
)Adjustment to income tax (expense)
    benefit(3)










(0.01
)


0.00As restated

$
0.25


$
(0.13
)

$
0.07


$
(0.03
)Cumulative effect of change in
    accounting principle

$
0.02











Net income (loss) per shareAs previously reported

$
0.23


$
(0.13
)

$
0.08


$
(0.03
)Adjustment to income tax (expense)
    benefit(3)










(0.01
)


0.00As restated

$
0.23


$
(0.13
)

$
0.07


$
(0.03
)Diluted earnings (loss) per share:Income (loss) before cumulative
    effect of change in accounting principleAs previously reported

$
0.25


$
(0.13
)

$
0.08


$
(0.03
)Adjustment to income tax (expense)
    benefit(3)










(0.01
)


0.00As restated

$
0.25


$
(0.13
)

$
0.07


$
(0.03
)Cumulative effect of change in
    accounting principle

$
0.02











Net income (loss) per shareAs previously reported

$
0.23


$
(0.13
)

$
0.08


$
(0.03
)Adjustment to income tax (expense)
    benefit(3)










(0.01
)


0.00As restated

$
0.23


$
(0.13
)

$
0.07


$
(0.03
)Shares used in computing per share
    amountsBasic


43,844



43,855



43,867



43,937Diluted(4)


44,218



43,855



44,050



43,937  47




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Year 2005(1)First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(Restated)


(Restated)


(Restated)


(Restated)(In thousands, except per share data)Results of operationsNet sales

$
405,277


$
426,604


$
415,919


$
403,485Gross profit, as previously reported

$
188,540


$
199,298


$
195,302


$
203,471Adjustment to vendor allowances(5)


6,464



3,442



(275
)


(9,631
)Gross profit, as restated

$
195,004


$
202,740


$
195,027


$
193,840Operating profit, as previously
    reported

$
30,202


$
37,584


$
33,258


$
29,193Adjustment to vendor allowances(5)


6,464



3,442



(275
)


(9,631
)Operating profit, as restated

$
36,666


$
41,026


$
32,983


$
19,562Interest expense

$
8,726


$
8,439


$
7,554


$
8,880Loss on debt retirement

$



$
1,600


$



$
Net income, as previously reported

$
13,058


$
16,749


$
15,664


$
12,319Adjustment to vendor allowances(5)


6,464



3,442



(275
)


(9,631
)Adjustment to income tax (expense)
    benefit(5)


(2,540
)


(1,355
)


108



3,787Net income, as restated

$
16,982


$
18,836


$
15,497


$
6,475Basic earnings per share, as
    previously reported:

$
0.29


$
0.37


$
0.36


$
0.28Adjustment to vendor allowances(5)


0.14



0.08



(0.01
)


(0.22
)Adjustment to income tax (expense)
    benefit(5)


(0.05
)


(0.03
)


0.00



0.09Basic earnings per share, as
    restated

$
0.38


$
0.42


$
0.35


$
0.15Diluted earnings per share, as
    previously reported:

$
0.29


$
0.37


$
0.36


$
0.28Adjustment to vendor allowances(5)


0.14



0.07



(0.01
)


(0.22
)Adjustment to income tax (expense)
    benefit(5)


(0.06
)


(0.03
)


0.00



0.09Diluted earnings per share, as
    restated

$
0.37


$
0.41


$
0.35


$
0.15Shares used in computing per share
    amountsBasic


45,130



45,135



43,787



43,816Diluted


45,494



45,539



44,121



44,086     (1)
    
    Our fiscal year consists of 52 or 53 weeks, ends on Sunday
    nearest to January 31 and is named for the calendar year just
    ended. All fiscal years presented had 52 weeks except
    fiscal 2006, which contained 53 weeks. The additional week
    in fiscal 2006 is included in the fourth quarter.(2)
    
    In our Annual Report on
    Form 10-K
    for fiscal 2006 filed on July 9, 2007 (Original
    Annual Report), we inadvertently incorrectly reported the
    pretax balance in the Income (loss) before cumulative
    effect of change in accounting principle, as previously
    reported line for each interim period in fiscal 2006. In
    this amendment, we are replacing the balance with the correct
    after tax amount.(3)
    
    The income tax provisions recorded for the third and fourth
    quarters of fiscal 2006 have been restated for a clerical error
    which overstated net income in the third quarter of fiscal 2006
    and overstated net loss in the fourth quarter of fiscal 2006 by
    identical amounts. Annual results of operations are not affected.(4)
    
    In our Original Annual Report, we incorrectly reported diluted
    shares for the second and fourth quarters of fiscal 2006. Losses
    were reported for these periods. In the amendment, we are
    replacing the diluted shares with the basic shares outstanding.
    This had no impact on the diluted loss per share amounts
    reported for the second and fourth quarters of fiscal 2006.(5)
    
    We have restated the results of operations for each of the
    interim periods in fiscal 2005 to correct for an inadvertent
    error in the manner in which we recorded vendor allowances in
    interim periods and the resulting impact on income tax expense.
    The error only affected interim periods and not the annual
    results of operations for fiscal 2005. 48




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##### Table of Contents



PART IV  Item 15.
    Exhibit
    and Financial Statement Schedules  Form 10-K/A.
            Form 10-K/A.
    Form 10-K/A
 49




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##### Table of Contents



SIGNATURES
      By:   Chairman and Chief Executive Officer




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber31
.01*

Certification by the Chief
    Executive Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.31
.02*

Certification by the Chief
    Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.32
.01*

Certification of the Chief
    Executive Officer and Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith.