##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
   Form 10-K
   þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    February 3, 2008.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(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)   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
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





TABLE OF
    CONTENTS
   
 PagePART IItem 1.


Business


4Item 1A.


Risk Factors


17Item 1B.


Unresolved Staff Comments


24Item 2.


Properties


25Item 3.


Legal Proceedings


26Item 4.


Submission of Matters to a Vote of Security
    Holders


28PART IIItem 5.


Market for Registrants Common Equity and
    Related Stockholder Matters


28Item 6.


Selected Financial Data


30Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


32Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


62Item 8.


Financial Statements and Supplementary Data


63Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


118Item 9A.


Controls and Procedures


118Item 9B.


Other Information


126PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


126Item 11.


Executive Compensation


126Item 12.


Security Ownership of Certain Beneficial Owners
    and Management


127Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


127Item 14.


Principal Accountant Fees and Services


127PART IVItem 15.


Exhibits and Financial Statement Schedules


128EX-10.04.1EX-10.05EX-10.07.1EX-10.08EX-10.09.1EX-10.10EX-10.11.1EX-10.24EX-10.29.1EX-10.29.2EX-10.38.1EX-10.42EX-10.42.1EX-10.43EX-10.44EX-10.45EX-10.46EX-10.47EX-10.48EX-21.01EX-23.1EX-31.01EX-31.02EX-32.01      Form 10-K Form 10-Q Form 8-K www.cskauto.com
  Note
    Concerning Forward-Looking Information
   2




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and/or
   3




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PART I  Item 1.
    Business  Merger
    Agreement
        Hart-Scott-Rodino
    Hart-Scott-Rodino
 4




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3 4 3 4
  Term Loan
    Facility Financial Covenants
  3 4
  3 4
  General
     5




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
    Checker Auto Parts, founded in 1969, with 487 stores in the
    Southwestern, Rocky Mountain and Northern Plains states and
    Hawaii;
    Schucks Auto Supply, founded in 1917, with 222 stores in
    the Pacific Northwest states and Alaska;
    Kragen Auto Parts, founded in 1947, with 504 stores primarily in
    California; and
    Murrays Discount Auto Stores, founded in 1972, with 136
    stores in the Midwest.      Hard Parts


Maintenance Products


Accessory ProductsA/C Compressors
    Alternators
    Batteries & Accessories
    Brake Drums, Rotors, Shoes &  Pads
    Carburetors
    Clutches
    CV Axles
    Engines
    Fuel Pumps
    Mufflers
    Shock Absorbers & Struts
    Starters
    Water Pumps


Antifreeze & Windshield
    Washer Fluid
    Belts & Hoses
    Chemicals, including Brake &
      Power Steering Fluid, Oil &
      Fuel Additives
    Fuses
    Lighting
    Oil & Transmission Fluid
    Oil, Air, Fuel & Transmission
      Filters
    Oxygen Sensors
    Protectants & Cleaners
    Refrigerant & Accessories
    Sealants & Adhesives
    Spark Plugs & Wires, Wash &
      Wax, Windshield Wipers


Air Fresheners
    Cell Phone Accessories
    Drinks & Snacks
    Floor Mats
    Hand Cleaner
    Neon Lighting
    Mirrors
    Paint & Accessories
    Performance Products
    Seat Covers
    Steering Wheel Covers
    Stereos
    Tools   same-day same-day next-day
   6




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E-Commerce
  e-commerce partsamerica.com e-commerce cskproshop.com
  Industry
    Overview
    
    the number and age of automotive vehicles in use;
    the number of miles driven annually per vehicle;
    the number of licensed drivers;
    the percentage of the total light vehicle fleet represented by
    light trucks (including SUVs), which generate higher average
    aftermarket product purchases versus such purchases generated
    per car; and
    the existence of $53 billion per year of unperformed and
    underperformed maintenance by U.S. vehicle owners,
    according to the Automotive Aftermarket Suppliers Association.    Competitive
    Strengths and Strategies
    Leading Market Position in the Western United
    States.
   7




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Focus on Customer Service.
  
    Greet the customer
    Respond to the customers needs
    Expedite the customers transaction
    Ask the customer if we can be of further assistance
    Thank the customer  ®
    Efficient Store-Level Information and Distribution
    Systems.
   8




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Drive Customer Traffic and Increase Sales
    Base.
  Store
    Operations
      MurraysChecker

Schucks

Kragen

Discount

CompanyAuto Parts

Auto Supply

Auto Parts

Auto Stores

TotalCalifornia


1



2



485







488Washington






142











142Arizona


128















128Colorado


87















87Michigan














60



60Illinois














59



59Minnesota


57















57Utah


55















55Nevada


27







19







46Oregon






44











44New Mexico


34















34Idaho


9



24











33Wisconsin


27















27Texas


18















18Ohio














14



14Hawaii


11















11Wyoming


11















11Alaska






10











10Montana


10















10North Dakota


7















7South Dakota


5















5Indiana














3



3Total


487



222



504



136



1,349    9




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##### Table of Contents



Store
    Formats
      Number ofStore Size

Stores10,000 sq. ft. or greater


1848,000  9,999 sq. ft.


2496,000  7,999 sq. ft.


6525,000  5,999 sq. ft.


192Less than 5,000 sq. ft.


721,349       Growth
    Strategy
    
    stabilizing our current business and judiciously opening new
    stores;
    relocating under-performing stores with expiring leases to
    better locations;
    restoring top line sales growth in both the DIY and DIFM
    business through improved merchandising mix with a greater
    emphasis on hard parts depth; and
    improving top-of-mind awareness of our brands with our customer
    base.  Store
    Location Selections
   10




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Fiscal Year2007

2006

2005Beginning stores


1,332



1,277



1,134New stores (excluding relocated stores)


38



64



36Acquired stores










110Relocated stores


7



8



8Closed stores (including relocated stores)


(28
)


(17
)


(11
)Ending stores


1,349



1,332



1,277Total new, acquired and relocated stores


45



72



154     Store
    Merchandising
    Purchasing
    E-3 E-3
  Commercial
    Sales Program
   11




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Advertising
  ®
  Websites
    
    http://www.cskauto.com;
    http://www.cskautoparts.com;
    http://www.checkerauto.com;
    http://www.schucks.com;
    http://www.kragen.com;
    and
    http://www.murraysdiscount.com. 12




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Associates
      Competition
      Trade
    Names, Service Marks and Trademarks
    Warehouse
    and Distribution
   13




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International
    Trade
    Seasonality
    Environmental
    Matters
          Executive
    Officers
   14




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Name

Age

PositionLawrence N. Mondry


47


President, Chief Executive Officer and DirectorJames Constantine


55


Executive Vice President of Finance and Chief Financial OfficerDale Ward


58


Executive Vice President  OperationsBrian Woods


37


Executive Vice President  MerchandisingMichael Bryk


53


Senior Vice President of Finance and ControllerLarry Buresh


63


Senior Vice President and Chief Information OfficerLarry Ellis


53


Senior Vice President  LogisticsGreg Langdon


53


Senior Vice President  Store OperationsRandi V. Morrison


43


Senior Vice President, General Counsel and SecretaryJohn Saar


57


Senior Vice President  Real Estate and Human
    Resources   Lawrence N. Mondry multi-unit
  James Constantine
  Dale Ward
 15




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Brian Woods
  Michael Bryk
  Larry Buresh
  Larry Ellis
  Greg Langdon
  Randi V. Morrison
  John Saar
    Available
    Information and Exchange Certifications
  www.cskauto.com
 16




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1-800-SEC-0330.
     Item 1A.  Risk
    Factors    Risks
    Related to the Merger Agreement
  The
    failure of the Acquisition to close could have material adverse
    consequences for the Company.
  Our failure to Comply with
    the covenants contained in our Debt Agreements could have a
    material effect on us.
  Risks
    Related to Our Internal Controls
  We
    have identified material weaknesses in our internal control over
    financial reporting, which could continue to impact our ability
    to report our results of operations and financial condition
    accurately and in a timely manner.
   17




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The
    continuing existence of material weaknesses in our internal
    control over financial reporting and the frequency of our
    restatements of our financial statements may make it more
    difficult and expensive to refinance our capital
    structure.
    Risks
    Related to Our Fiscal 2006 Audit Committee-led Investigation and
    Prior Restatement of Historical Financial Statements
  Pending
    and future governmental inquiries may adversely affect us, the
    trading prices of our securities and our ability to access the
    capital markets.
   18




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We
    have been named as a defendant in a class action lawsuit that
    may adversely affect our financial condition, results of
    operations and cash flows.
    Potential
    indemnification obligations and limitations of our director and
    officer liability insurance could adversely affect
    us.
    Risks
    Related to our Industry and Business
  Our
    industry is highly competitive and we may not have the resources
    to compete effectively.
      
    national and regional retail automotive parts chains;
    wholesalers or jobber stores (including those associated with
    national parts distributors or associations, such as NAPA and
    CARQUEST);
    automobile dealers; and
    mass merchandisers and discounters that carry automotive
    replacement parts, maintenance items and accessories.  We may
    not be able to grow our number of stores in a profitable manner
    or achieve the synergies anticipated when acquisitions are
    made.
      
    locate and obtain acceptable store sites; 19




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
    negotiate favorable lease terms;
    complete the construction of new and relocated stores in a
    timely manner;
    hire, train and retain competent managers and associates;
    integrate new and acquired stores into our systems and
    operations; and
    achieve the anticipated synergies and operating results that are
    often built into the purchase price when existing stores or
    chains are acquired.      A
    decrease in vehicle miles driven, higher gasoline prices and
    mild summer or winter temperatures may negatively affect our
    revenues.
    
    weather conditions;
    increases in gasoline prices;
    changes in the economy; and
    changes in travel patterns.    A
    decrease in the demand for products we offer for sale could
    adversely affect our financial condition and results of
    operations.
    
    Improving or declining economic conditions 
    During periods of declining economic conditions, both DIY and
    DIFM customers may defer vehicle maintenance or repair. During
    periods of good economic conditions, more of our DIY customers
    may pay others to repair and maintain their cars instead of
    working on their own cars or consumers may opt to purchase new
    vehicles rather than service the vehicles they currently own.
    Declining vehicle ages and numbers and improving parts
    quality  A decline in the average age of
    vehicles, in the number of cars on the road or the continued
    increase in the quality of auto parts could result in a
    reduction in the demand for our product offerings.   20




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A
    decrease in the ability and willingness of our suppliers to
    supply products to us on favorable terms may have a negative
    impact on our business.
      Our
    operations are concentrated in the Western United States, and
    therefore our business is subject to fluctuations when adverse
    conditions occur in that region.
    War or
    acts of terrorism or the threat of either may have a negative
    impact on our financial condition, results of operations and
    cash flows.
  C-TPAT
 21




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Because
    we are involved in litigation from time to time, and are subject
    to numerous governmental laws and regulations, we could incur
    substantial judgments, fines, legal fees and other
    costs.
      We are
    subject to environmental laws and the cost of compliance with
    these laws could negatively impact our financial condition,
    results of operations and cash flows.
    Risks
    Related to our Financial Condition
  3 4
  Our
    substantial debt and increased interest payment obligations
    could adversely affect our financial health, undermine our
    ability to grow and operate profitably and prevent us from
    fulfilling our obligations under the Debt
    Agreements.
    
    it may be more difficult to meet our payment and other
    obligations;
    our ability to obtain additional financing for working capital,
    capital expenditures, acquisitions or general corporate purposes
    may be impaired in the future;
    a substantial portion of our cash flow from operations must be
    dedicated to the payment of principal and interest on our
    indebtedness, thereby reducing the funds available for other
    purposes; 22




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
    the majority of our indebtedness, including our Senior Credit
    Facility and Term Loan Facility, carries variable rates of
    interest, and our interest expense could increase if interest
    rates in general increase;
    we are substantially more leveraged than some of our
    competitors, which might place us at a competitive disadvantage
    to those competitors who have lower debt service obligations and
    significantly greater operating and financial flexibility than
    we do;
    we may not be able to adjust rapidly to changing market
    conditions;
    we may be more vulnerable in the event of a downturn in general
    economic conditions or in our business;
    our failure to comply with the financial and other restrictive
    covenants governing our other Debt Agreements, which, among
    other things, require us to maintain certain financial ratios
    and limit our ability to incur additional debt and sell assets,
    could result in an event of default that, if not cured or
    waived, could have a material adverse effect on our business or
    our prospects. See Item 7, Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations, under the heading Factors Affecting
    Liquidity and Capital Resources  Debt
    Covenants; and
    a credit rating downgrade may increase the cost of refinancing
    our existing debt or obtaining additional financing in the
    future.    Our
    failure to comply with the covenants contained in our Debt
    Agreements could have a material effect on us.
      Our
    Debt Agreements restrict or prohibit our ability to engage in or
    enter into some operating and financing arrangements, which may
    limit our ability to operate our business.
    
    incurring or guaranteeing additional indebtedness;
    making investments;
    creating liens on our assets; 23




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
    transferring or selling assets currently held by us;
    paying dividends;
    engaging in mergers, consolidations, or acquisitions; or
    engaging in other business activities.    3 4 3 4 3 4
  The
    market price for our common stock may be volatile.
    
    actual or anticipated fluctuations in our operating results;
    actual or anticipated changes in our growth rates or our
    competitors growth rates;
    changes in stock market analyst recommendations regarding our
    common stock, the common stock of companies that investors deems
    comparable to us or our industry generally;
    uncertainties created by our inability to timely file our
    periodic reports with the SEC;
    operating and stock price performance of other companies that
    investors deem comparable to us;
    changes in governmental regulations;
    geopolitical conditions, such as acts or threats of terrorism or
    military conflicts; and
    concentration of the ownership of our common stock and possible
    speculation as to our future as a stand-alone organization.      Item 1B.
    Unresolved
    Staff Comments   24




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Item 2.
    Properties    NumberSquare


of StoresFacility

Location

Area Served

Footage


ServedDistribution Centers:Distribution
    center(1)

Dixon, CA

California, Nevada, Washington, Oregon, Idaho, Alaska, Hawaii


325,500



544Distribution
    center(2)

Phoenix, AZ

Arizona, California, Colorado, Idaho, Montana, Nevada, New
    Mexico, Oregon, South Dakota, Texas, Utah, Wyoming


353,504



582Office, warehouse and distribution center

Mendota Heights, MN

Michigan, Minnesota, North Dakota, South Dakota, Wisconsin


124,783



94Office, warehouse and distribution
    center(3)

Belleville, MI

Illinois, Indiana, Michigan, Ohio


352,009



137Corporate Facilities:Corporate office

Phoenix, AZ

All


127,810



Corporate warehouse and mail center

Phoenix, AZ

Arizona, Colorado, Washington


52,087



Regional Distribution Centers:Regional distribution center

Auburn, WA

Washington, Oregon, Idaho, Alaska


81,761



192Regional distribution center

Aurora, CO

Colorado, Wyoming, South Dakota


34,800



88Regional distribution center

Clearfield, UT

Colorado, Utah, Idaho, Wyoming, Montana, Oregon


60,000



98Regional distribution center

Commerce, CA

California


75,000



205Return Centers:Returns center

Phoenix, AZ

Arizona, California, Colorado, Idaho, Montana, Nevada, New
    Mexico, Oregon, South Dakota, Texas, Utah, Wyoming


69,796



582Returns center

West Sacramento, CA

California, Nevada, Washington, Oregon, Idaho, Alaska, Hawaii


65,400



544     (1)
    
    Subject to time period and other restrictions, we have the
    ability to expand the Dixon distribution center by
    161,000 square feet should the need arise.(2)
    
    In fiscal 2007, we completed an approximately 80,000 square
    foot expansion of our Phoenix, Arizona distribution center
    (included in the square footage noted above).(3)
    
    The distribution center in Belleville is approximately
    285,000 square feet and currently services 137 stores. This
    distribution facility has the capacity to service approximately
    400 stores. 25




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Number ofYears

Stores2008  2009


722010  2011


432012  2013


672014  2020


3842021  2030


6112031  thereafter


1711,348     Item 3.
    Legal
    Proceedings  Securities
    Class Action Litigation
  No. CV-06-1503 No. CV-06-1580
  Rule 10b-5
   26




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Shareholder
    Derivative Litigation
    Governmental
    Investigations
    Other
    Litigation
     27




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##### Table of Contents



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

Votes for

WithheldLawrence N. Mondry


39,533,001



757,800James G. Bazlen


38,725,609



1,565,192Morton Godlas


38,777,688



1,513,113Terilyn A. Henderson


38,777,949



1,512,852Charles K. Marquis


39,481,549



809,252Charles J. Philippin


38,782,175



1,508,626William A. Shutzer


38,693,607



1,597,194       For: 38,891,131

Against: 1,388,750

Abstain: 10,920

Broker non-vote: 3,838,281     For: 33,921,318

Against: 3,355,777

Abstain: 212,932

Broker non-vote: 6,639,053  PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Price
      Price Range of Common StockHigh

LowFiscal 2007:First Quarter

$
17.83


$
16.27Second Quarter


19.14



12.42Third Quarter


13.95



10.03Fourth Quarter


10.72



3.96Fiscal 2006:First Quarter

$
16.84


$
12.23Second Quarter


13.29



10.71Third Quarter


15.90



10.62Fourth Quarter


17.27



15.17  28




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##### Table of Contents



Performance
    Graph
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
 Among CSK Auto, Inc., The S&P 500 Index
 And The S&P SmallCap Specialty Stores
  
  
  ©
  Source: Research Data Group, Inc.
  2/2/03



2/1/04



1/30/05



1/29/06



2/4/07



2/3/08CSK Auto, Inc.



100.00




196.28




154.73




159.96




165.59




90.34S&P 500



100.00




134.57




142.96




157.79




180.70




176.52S&P SmallCap Specialty Stores



100.00




191.32




191.27




199.52




229.87




144.64   Dividends
    3 4
 29




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Fiscal
    Year(1)2007


2006


2005


2004


2003(In thousands, except per share amounts and selected store
    data)Statement of Operations DataNet sales

$
1,851,647


$
1,907,776


$
1,651,285


$
1,604,991


$
1,606,731Cost of sales


984,649



1,011,712



864,674



839,564



904,090Gross profit


866,998



896,064



786,611



765,427



702,641Operating and administrative


804,265



788,400



653,471



629,309



624,557Investigation and restatement
    costs(2)


12,348



25,739











Securities class action
    settlement(8)


11,700















Store closing
    costs(3)


1,983



1,487



2,903



2,229



12,522Operating profit


36,702



80,438



130,237



133,889



65,562Interest expense


54,163



48,767



33,599



33,851



52,754Loss on debt
    retirement(4)






19,450



1,600



1,026



49,494Income (loss) before income taxes and cumulative effect of
    change in accounting principle


(17,461
)


12,221



95,038



99,012



(36,686
)Income tax expense (benefit)


(6,309
)


4,991



37,248



39,450



(14,738
)Income (loss) before cumulative effect of change in accounting
    principle


(11,152
)


7,230



57,790



59,562



(21,948
)Cumulative effect of change in accounting principle, net of
    tax(5)






(966
)










Net income (loss)

$
(11,152
)

$
6,264


$
57,790


$
59,562


$
(21,948
)Basic earnings (loss) per share:Income (loss) before cumulative effect of change in accounting
    principle

$
(0.25
)

$
0.16


$
1.30


$
1.30


$
(0.48
)Cumulative effect of change in accounting
    principle(5)






(0.02
)










Net income (loss) per share

$
(0.25
)

$
0.14


$
1.30


$
1.30


$
(0.48
)Diluted earnings (loss) per share:Income (loss) before cumulative effect of change in accounting
    principle

$
(0.25
)

$
0.16


$
1.29


$
1.29


$
(0.48
)Cumulative effect of change in accounting
    principle(5)






(0.02
)










Net income (loss) per share

$
(0.25
)

$
0.14


$
1.29


$
1.29


$
(0.48
)Shares used in computing basic per share amounts


43,971



43,877



44,465



45,713



45,658Shares used in computing diluted per share amounts


43,971



44,129



44,812



46,002



45,658 30




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##### Table of Contents



Fiscal
    Year(1)2007


2006


2005


2004


2003(In thousands, except per share amounts and selected store data)Other DataCommercial
    sales(6)

$
340,545


$
320,188


$
296,159


$
270,812


$
271,397Selected Store DataNumber of stores (end of period)


1,349



1,332



1,277



1,134



1,114Percentage increase (decrease) in comparable store net
    sales(7)


(3
)%


(1
)%



%


(1
)%


6
%Balance Sheet Data (end of period)Cash and cash equivalents

$
16,520


$
20,169


$
17,964


$
56,229


$
36,982Total assets


1,138,690



1,151,762



1,140,034



957,151



969,588Total debt (including current maturities)


519,188



531,501



577,594



508,877



534,654Stockholders equity


164,538



171,510



156,157



120,139



81,497     (1)
    
    Our fiscal year consists of 52 or 53 weeks, ends on the
    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 had 53 weeks.(2)
    
    As further discussed in Note 21  Legal Matters
    in the notes to the audited consolidated financial statements
    included in Item 8 of this Annual Report, we incurred
    approximately $12.3 million and $25.7 million in
    legal, accounting consultant and audit fees in fiscal 2007 and
    fiscal 2006, respectively, for matters related to the fiscal
    2006 Audit Committee-led investigation and the related
    restatement of our consolidated financial statements in our
    Annual Report on
    Form 10-K
    for the fiscal year ended January 29, 2006 filed
    May 1, 2007 and completion of our delinquent SEC filings
    for fiscal 2006.(3)
    
    Amounts relate to costs incurred in connection with the closure
    of existing stores. During fiscal 2003, we incurred
    $12.2 million associated with the reversal of the reserve
    established under Emerging Issues Task Force (EITF)
    No. 94-3
    and the establishment of a new closed store reserve on the basis
    of our change in exit strategy in accordance with Statement of
    Financial Accounting Standards (SFAS) No. 146,
    Accounting for Costs Associated with Exit or Disposal
    Activities.(4)
    
    In fiscal 2006, we purchased all of our 7% senior
    subordinated notes, repaid our
    33/8%
    exchangeable notes and made a payment on termination of an
    interest rate swap related to our 7% senior subordinated
    notes, which resulted in an aggregate loss on debt retirement of
    $19.5 million. The $1.6 million loss on debt
    retirement in fiscal 2005 resulted from the write-off of certain
    deferred financing fees associated with our former credit
    facility, which was repaid. During fiscal 2004, we recorded a
    loss on debt retirement of $1.0 million as a result of the
    redemption of the $15.0 million remaining balance of our
    12% senior notes. During fiscal 2003, we recorded a loss on
    debt retirement of $49.5 million primarily due to the early
    redemption of 94% of our 12% senior notes.(5)
    
    In December 2004, the Financial Accounting Standards Board
    issued SFAS No. 123R, Share-Based Payment.SFAS No. 123R sets accounting requirements for
    share-based compensation to employees and requires
    companies to recognize the grant-date fair value of stock
    options and other equity-based compensation in the income
    statement. The Company adopted SFAS No. 123R during
    fiscal 2006 using the modified prospective method. In addition
    to stock options and restricted stock, the Company granted
    incentive units in fiscal 2005 under a long-term incentive plan
    (the LTIP) for its senior executive officers, which
    are classified as liability awards, and as such, the transition
    rule under SFAS No. 123R requires that for an outstanding
    instrument that previously was classified as a liability and
    measured at intrinsic value, an entity should recognize the
    liability that would have been recorded under the fair value
    method at the date of adoption, net of any related tax effect,
    as the cumulative effect of a change in accounting principle. As
    of January 30, 2006, we recognized a cumulative effect of a
    change in accounting principle of approximately
    $1.0 million, net of $0.6 million tax benefit,
    associated with the LTIP.(6)
    
    Represents sales to commercial accounts, including sales from
    stores without commercial sales centers. 31




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##### Table of Contents



(7)
    
    Comparable store net sales data is calculated based on the
    change in net sales commencing after the time a new store has
    been open 12 months or an acquired store has been owned by
    the Company and open for 12 months. Therefore, sales for
    the first 12 months a new store is open or an acquired
    store has been owned are not included in the comparable store
    calculation. Stores that have been relocated are included in the
    comparable store sales calculations immediately.(8)
    
    Amount relates to the agreement in principle reached to settle a
    securities class action lawsuit. See Note 21 
    Legal Matters and Note 22  Subsequent Events in
    the notes to the audited consolidated financial statements
    included in Item 8 of this Annual Report.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis of financial condition
    and results of operations should be read in conjunction with
    Selected Financial Data, our consolidated historical
    financial statements and the notes to those statements that
    appear elsewhere in this report. Our discussion contains
    forward-looking statements based upon current expectations that
    involve risks and uncertainties, such as our plans, objectives,
    expectations and intentions. Actual results and the timing of
    events could differ materially from those anticipated in these
    forward-looking statements as a result of a number of factors,
    including those set forth under Note Concerning Forward
    Looking Information and Risk Factors elsewhere
    in this report.
  Merger
    Agreement
        Hart-Scott-Rodino
   32




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##### Table of Contents



Hart-Scott-Rodino
  3 4 3 4
  Term Loan
    Facility Financial Covenants
  3 4
   33




---



##### Table of Contents



3 4
  General
        
    Checker Auto Parts, founded in 1969, with 487 stores in the
    Southwestern, Rocky Mountain and Northern Plains states and
    Hawaii;
    Schucks Auto Supply, founded in 1917, with 222 stores in
    the Pacific Northwest and Alaska;
    Kragen Auto Parts, founded in 1947, with 504 stores primarily in
    California; and
    Murrays Discount Auto Stores, founded in 1972, with 136
    stores in the Midwest.          
    Fiscal 2007 refers to the 52 weeks ended February 3,
    2008;
    Fiscal 2006 refers to the 53 weeks ended February 4,
    2007; and
    Fiscal 2005 refers to the 52 weeks ended January 29,
    2006.  Strategic
    Review of the Business and Exploration of Strategic
    Alternatives
     34




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##### Table of Contents



Accounting for the Impairment of
    Disposal of
    Long-Lived
    Assets, non-cash
  Accounting for Costs Associated with
    Exit or Disposal Activities,
  non-sales
           35




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##### Table of Contents



Other
    Significant Events
  Unsolicited
    Proposal and Stockholder Rights Plan
          Management
    Changes
  Appointment of New President and Chief Executive Officer;
    Appointment of New Board Chairman 
  New Executive Vice President of Finance and Chief Financial
    Officer
  New Senior Vice President of Finance and
    Controller
 36




---



##### Table of Contents



New Executive Vice President 
    Merchandising 
  Securities
    Class Action Litigation
    Fiscal
    2006 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.   37




---



##### Table of Contents



Background
  10-K, 10-K.
  Form 10-Qs
    follow-up follow-up 10-K.
 38




---



##### Table of Contents



10-K
  Debt
    Refinancing
  3 8 3 8 3 8 5 8 5 8 5 8 3 4 3 4
  Senior
    Credit Facility Waivers
   39




---



##### Table of Contents



Term
    Loan Facility Amendments
           40




---



##### Table of Contents



Review of
    Operations
    Fiscal Year EndedFebruary 3,

February 4,

January 29,2008

2007

2006Net sales


100.0
%


100.0
%


100.0
%Cost of sales


53.2
%


53.0
%


52.4
%Gross profit


46.8
%


47.0
%


47.6
%Other costs and expenses:Operating and administrative


43.4
%


41.3
%


39.6
%Investigation and restatement costs


0.7
%


1.3
%


0.0
%Securities class action settlement


0.6
%


0.0
%


0.0
%Store closing costs


0.1
%


0.1
%


0.2
%Operating profit


2.0
%


4.3
%


7.8
%Interest expense


2.9
%


2.6
%


2.0
%Loss on debt retirement


0.0
%


1.0
%


0.1
%Income (loss) before income taxes and cumulative effect of
    change in accounting principle


(0.9
)%


0.7
%


5.7
%Income tax expense (benefit)


(0.3
)%


0.3
%


2.3
%Income (loss) before cumulative effect of change in accounting
    principle


(0.6
)%


0.4
%


3.4
%Cumulative effect of change in accounting principle, net of tax


0.0
%


(0.1
)%


0.0
%Net income (loss)


(0.6
)%


0.3
%


3.4
%   Fiscal
    2007 Compared with Fiscal 2006; Fiscal 2006 Compared with Fiscal
    2005
  Net
    Sales
    Net Sales and Sales DataFiscal Year EndedFebruary 3,


February 4,


January 29,2008


2007


2006Retail sales

$
1,511,102


$
1,587,588


$
1,355,126Commercial sales


340,545



320,188



296,159Total net sales

$
1,851,647


$
1,907,776


$
1,651,285Sales growth  retail sales


(4.8
)%


17.2
%


2.0
%Sales growth  commercial sales


6.4
%


8.1
%


9.4
%Sales growth  comparable retail stores


(4.4
)%


(3.4
)%


(1.6
)%Sales growth  comparable commercial stores


5.8
%


7.7
%


8.1
%Number of stores open (at end of fiscal year)


1,349



1,332



1,277  41




---



##### Table of Contents



42




---



##### Table of Contents



Gross
    Profit
        Operating
    and Administrative Expenses
     43




---



##### Table of Contents



Investigation
    and Restatement Costs
    Store
    Closing Costs
        Securities
    Class Action Settlement
    Interest
    Expense
      Loss
    on Debt Retirement
   44




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##### Table of Contents



Income
    Tax Expense (Benefit)
      Net
    Income (Loss)
      Cumulative
    Effect of Change in Accounting Principle
  Share-Based
    Payment.
  Liquidity
    and Capital Resources
   45




---



##### Table of Contents



3 4 3 4 3 4
    3 8 3 8 3 8 3 4 5 8 3 4
    Term
    Loan Facility
  3 8
   46




---



##### Table of Contents



Senior
    Credit Facility  Revolving Line of
    Credit
       47




---



##### Table of Contents



48




---



##### Table of Contents



63/4% Notes
  3 4 3 4 3 4 3 4
  Terms


63/4% 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     
    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. 49




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##### Table of Contents



3 4
  3 4 3 4 3 4 3 4 3 4 3 4
  3 4 3 4 3 4 paid-in-capital
  Analysis
    of Cash Flows
  Operating
    Activities
      Investing
    Activities
     50




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##### Table of Contents



Financing
    Activities
    3 8
  Off-Balance
    Sheet Arrangements and Contractual Obligations
        Payments Due by PeriodContractual Obligation

Total


Within 1 Year


1-3 Years


3-5 Years


After 5 YearsLong-term debt

$
502,971


$
50,551


$
103,043


$
338,004


$
11,373Interest on long-term debt


221,519



52,171



97,871



62,838



8,639Capital lease obligations


18,349



7,423



9,024



1,664



238Operating lease
    obligations(1)


896,697



152,431



256,748



196,492



291,026Other(2)


40,997



19,277



19,712



870



1,138Total contractual obligations

$
1,680,533


$
281,853


$
486,398


$
599,868


$
312,414     (1)
    
    Operating lease obligations are not reduced to reflect sublease
    income.(2)
    
    Includes service contracts and other obligations. 51




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##### Table of Contents



Accounting for Uncertainty in Income Taxes  an
    Interpretation of FASB Statement No, 109
    Factors
    Affecting Liquidity and Capital Resources
  Sales
    Trends
    Inflation
    Debt
    Covenants
     52




---



##### Table of Contents



3 4
    3 4
   53




---



##### Table of Contents



Credit
    Ratings
    Moodys Rating

Standard & PoorsCorporate

B+1

B−Term Loan Facility

Ba3

B−63/4% Notes

B3

CCC       Interest
    Rates
      Critical
    Accounting Matters
   54




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##### Table of Contents



Inventory
    Valuation
  First-in,
  
    We reduce the FIFO cost of our inventory for estimated loss due
    to shrink since the most recent physical inventory. Shrink
    estimates for each store are determined by dividing the shrink
    loss based on the most recent physical inventory by the sales
    for that store since its previous physical inventory. The
    resulting percentage for each store is multiplied by the sales
    for that store since the last physical inventory through
    reporting period end. Shrink allowances for each parts depot and
    distribution center are determined in a similar manner. The
    shrink amount, based on the most recent physical inventory at
    the parts depot or distribution center, is divided by the
    inventory receipts at the location since the previous physical
    inventory. The resulting percentage for each parts depot or
    distribution center is multiplied by the receipts for that
    location since the last physical inventory through the reporting
    period end. We adjust shrink expense for differences between
    physical counts and our accrual rates throughout the year in the
    period the physical inventory adjustment is determined. Shrink
    expense for the fiscal years ended 2007, 2006 and 2005 was
    approximately $23.8 million, $31.6 million and
    $28.8 million, respectively. As a percentage of cost of
    goods sold, shrink expense for fiscal 2007, 2006, and 2005 was
    2.4%, 3.1% and 3.3%, respectively. While the shrink accrual is
    based on recent experience, it is an estimate and thus it is
    probable that actual losses will be higher or lower than
    estimated. Included in the shrink expense amounts above were
    physical count accrual adjustments which increased (decreased)
    shrink expense by approximately ($4.1) million,
    $1.0 million and $1.2 million for fiscal 2007, 2006
    and 2005, respectively. The decrease in physical count accrual
    adjustments in fiscal 2007 resulted primarily from lower than
    expected shrink expense in the Companys Phoenix
    distribution center and the Murrays distribution center
    acquired in December 2005. The distribution center accrual
    adjustments were recorded in the fourth quarter of fiscal 2007
    when the physical inventories were taken.
    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 gross margins earned
    on all products are monitored monthly. On a quarterly basis, we
    assess whether we expect to sell a significant amount of
    inventory below cost and, if so, estimate and record an
    allowance. The allowance for excess and obsolete inventory was
    $2.2 million and $0.8 million at February 3, 2008
    and February 4, 2007, respectively. It is reasonably likely
    that market and other factors relative to the valuation of
    inventory may change in the future, which could result in
    increases or decreases to gross margins on the sale of
    inventory.  Vendor
    Allowances
  02-16, Accounting by a Customer (including a Reseller) for Certain
    Consideration Received from a Vendor No. 02-16,
 55




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##### Table of Contents



Warranty
      Fiscal Year EndedFebruary 3,


February 4,


January 29,2008


2007


2006Warranty reserves, beginning of period

$
3,908


$
2,580


$
2,918Provision for warranty


6,233



3,428



963Allowances from vendors


5,006



6,067



5,841Reserves utilized


(10,555
)


(8,167
)


(7,142
)Warranty reserves, end of period

$
4,592


$
3,908


$
2,580  56




---



##### Table of Contents



Income
    Taxes
          Legal
    Matters
   57




---



##### Table of Contents



Self-Insurance
    Reserves
      Store
    Closing Costs
    Accounting for Costs Associated with
    Exit or Disposal Activities.
   58




---



##### Table of Contents



Fiscal Year EndedFebruary 3,


February 4,


January 29,2008


2007


2006SFAS No. 146 liability balance, beginning of year

$
4,911


$
7,033


$
7,774SFAS No. 146 provision for contractual obligations,
    net of estimated sublease income for stores closed during the
    period


1,754



258



246Revisions in SFAS No. 146 estimates


(474
)


112



1,505Accretion


231



306



420SFAS No. 146 store closing costs expensed in the period


1,511



676



2,171Purchase accounting adjustments  Murrays
    Discount Auto Stores










324Payments:Contractual obligations, net of sublease recoveries


(2,333
)


(2,383
)


(2,235
)Sublease commissions and buyouts


(1,062
)


(415
)


(1,001
)Total payments


(3,395
)


(2,798
)


(3,236
)SFAS No. 146 liability balance, end of year

$
3,027


$
4,911


$
7,033     Fiscal Year EndedFebruary 3,


February 4,


January 29,2008


2007


2006SFAS No. 146 store closing costs expensed in the period

$
1,511


$
676


$
2,171Period costs related to closed stores


472



811



732Total store closing costs

$
1,983


$
1,487


$
2,903    59




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##### Table of Contents



Future contractual commitments for rent and occupancy expenses

$
19,938Estimated sublease income, net of sublease commissions


(16,458
)Accretion expense to be recognized in future periods


(453
)Total liability for store closing costs

$
3,027     Valuation
    of Long-lived Assets
    Goodwill
    Impairment
  Goodwill and Other Intangible
    Assets
 60




---



##### Table of Contents



Recent
    Accounting Pronouncements
  Accounting for
    Uncertainty in Income Taxes Accounting for Income Taxes.
  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
  06-3, How
    Taxes Collected from Customers and Remitted to Governmental
    Authorities Should be Presented in the Income Statement (That
    Is, Gross versus Net Presentation)
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Business Combinations
 61




---



##### Table of Contents



Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Share-Based Payment Share-Based Payment
  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk      Average

Fixed orBalance


Interest Rate

VariableTerm loan facility  matures June 2011

$
345,647


11.63%

VariableSenior credit facility  matures July 2010


46,500


5.30%

Variable63/4% senior
    exchangeable notes  mature December2025  $94,635 carrying value


100,000


6.75%

FixedDiscount on
    63/4% senior
    exchangeable notes (EITFNo. 06-6
    accounting adjustment)


(5,365
)



FixedSeller financing arrangements


16,189


Various

FixedCapital leases


16,217


Various

FixedTotal debt

$
519,188    62




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  Report of
    Independent Registered Public Accounting Firm
        63




---



##### Table of Contents



64




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Fiscal Year EndedFebruary 3,


February 4,


January 29,2008


2007


2006(In thousands, except share and per share data)Net sales

$
1,851,647


$
1,907,776


$
1,651,285Cost of sales


984,649



1,011,712



864,674Gross profit


866,998



896,064



786,611Other costs and expenses:Operating and administrative


804,265



788,400



653,471Investigation and restatement costs


12,348



25,739



Securities class action settlement


11,700







Store closing costs


1,983



1,487



2,903Operating profit


36,702



80,438



130,237Interest expense


54,163



48,767



33,599Loss on debt retirement






19,450



1,600Income (loss) before income taxes and cumulative effect of
    change in accounting principle


(17,461
)


12,221



95,038Income tax expense (benefit)


(6,309
)


4,991



37,248Income (loss) before cumulative effect of change in accounting
    principle


(11,152
)


7,230



57,790Cumulative effect of change in accounting principle, net of tax






(966
)


Net income (loss)

$
(11,152
)

$
6,264


$
57,790Basic earnings (loss) per share:Income (loss) before cumulative effect of change in accounting
    principle

$
(0.25
)

$
0.16


$
1.30Cumulative effect of change in accounting principle






(0.02
)


Net income (loss) per share

$
(0.25
)

$
0.14


$
1.30Shares used in computing per share amounts


43,971,417



43,876,533



44,465,409Diluted earnings (loss) per share:Income (loss) before cumulative effect of change in accounting
    principle

$
(0.25
)

$
0.16


$
1.29Cumulative effect of change in accounting principle






(0.02
)


Net income (loss) per share

$
(0.25
)

$
0.14


$
1.29Shares used in computing per share amounts


43,971,417



44,129,278



44,812,302    65




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  February 3,


February 4,2008


2007(In thousands, exceptshare data)ASSETSCash and cash equivalents

$
16,520


$
20,169Receivables, net


37,322



43,898Inventories


494,651



502,787Deferred income taxes


50,649



46,500Prepaid expenses and other current assets


35,842



31,585Total current assets


634,984



644,939Property and equipment, net


165,115



174,409Intangibles, net


63,020



67,507Goodwill


224,937



224,937Deferred income taxes


15,380



4,200Other assets, net


35,254



35,770Total assets

$
1,138,690


$
1,151,762LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable

$
236,879


$
260,146Accrued payroll and related expenses


57,593



60,306Accrued expenses and other current liabilities


107,211



81,569Current maturities of long-term debt


50,551



56,098Current maturities of capital lease obligations


6,351



8,761Total current liabilities


458,585



466,880Long-term debt


452,420



451,367Obligations under capital leases


9,866



15,275Other liabilities


53,281



46,730Total non-current liabilities


515,567



513,372Commitments and contingenciesStockholders equity:Common stock, $0.01 par value, 90,000,000 shares
    authorized, 44,030,644 and 43,950,751 shares issued and
    outstanding at February 3, 2008 and February 4, 2007,
    respectively


440



440Additional paid-in capital


438,092



433,912Accumulated deficit


(273,994
)


(262,842
)Total stockholders equity


164,538



171,510Total liabilities and stockholders equity

$
1,138,690


$
1,151,762    66




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Fiscal Year EndedFebruary 3,


February 4,


January 29,2008


2007


2006(In thousands)Cash flows provided by (used in) operating activities:Net income (loss)

$
(11,152
)

$
6,264


$
57,790Adjustments:Depreciation and amortization on property and equipment


40,668



40,645



36,628Amortization of other items


5,513



7,585



4,231Amortization of debt discount and deferred financing costs


5,701



4,539



2,161Stock-based compensation expense


2,779



4,972



571Tax benefit relating to exercise of stock options










231Write downs of property, equipment and other assets


4,459



3,354



2,145Loss on debt retirement






8,496



1,600Deferred income taxes


(6,593
)


3,771



36,008Changes in operating assets and liabilities:Receivables


8,126



(13,412
)


6,747Inventories


8,136



3,652



(23,588
)Prepaid expenses and other current assets


(4,257
)


(11,538
)


7,616Accounts payable


(23,267
)


51,639



17,329Accrued payroll, accrued expenses and other current liabilities


23,816



4,838



9,987Other operating activities


185



(5,165
)


2,867Net cash provided by operating activities


54,114



109,640



162,323Cash flows used in investing activities:Capital expenditures


(34,772
)


(37,529
)


(36,775
)Business acquisitions, net of cash acquired






(4,292
)


(177,658
)Other investing activities


(1,623
)


(1,778
)


(1,499
)Net cash used in investing activities


(36,395
)


(43,599
)


(215,932
)Cash flows provided by (used in) financing activities:Payments under senior credit facility  term loan










(252,450
)Borrowings under senior credit facility  line of
    credit


258,300



84,800



230,300Payments under senior credit facility  line of credit


(263,800
)


(126,800
)


(136,300
)Borrowings under term loan facility






350,000



Payments under term loan facility


(3,478
)


(875
)


Payment of debt financing costs


(5,376
)


(13,166
)


(9,612
)Proceeds from issuance of 4.625% exchangeable notes










100,000Proceeds from issuance of 3.375% exchangeable notes










125,000Retirement of 3.375% exchangeable notes






(125,000
)


Retirement of 7% senior notes






(225,000
)


Payments on capital lease obligations


(8,513
)


(10,301
)


(10,893
)Proceeds from seller financing arrangements


2,145



428



3,164Payments on seller financing arrangements


(685
)


(484
)


(381
)Proceeds from repayment of stockholder receivable










10Proceeds from exercise of stock options


443



1,196



1,130Purchase of common stock










(25,029
)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










17,820Other financing activities


(404
)


(189
)


(423
)Net cash (used in) provided by financing activities


(21,368
)


(63,836
)


15,344Net increase (decrease) in cash


(3,649
)


2,205



(38,265
)Cash and cash equivalents, beginning of period


20,169



17,964



56,229Cash and cash equivalents, end of period

$
16,520


$
20,169


$
17,964    67




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 SUPPLEMENTAL
    DISCLOSURES
  Fiscal Year EndedFebruary 3,

February 4,

January 29,2008

2007

2006(In thousands)Supplemental Disclosures of Cash Flow InformationCash paid during the year for:Interest

$
48,426


$
40,066


$
25,351Income taxes


2,987



56



98Non-cash investing and financing activities:Fixed assets acquired under capital leases

$
1,326


$
6,731


$
3,905    68




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##### Table of Contents



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 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










(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
)


171,510Restricted stock


34,010







(221
)














(221
)Exercise of options


45,883







443















443Compensation expense, stock-based awards










3,958















3,958Net loss






















(11,152
)


(11,152
)Balances at February 3, 2008


44,030,644


$
440


$
438,092


$



$



$
(273,994
)

$
164,538     69




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
      
    Checker Auto Parts, founded in 1969, with 487 stores in the
    Southwestern, Rocky Mountain and Northern Plains states and
    Hawaii;
    Schucks Auto Supply, founded in 1917, with 222 stores in
    the Pacific Northwest and Alaska;
    Kragen Auto Parts, founded in 1947, with 504 stores primarily in
    California; and
    Murrays Discount Auto Stores, founded in 1972, with 136
    stores in the Midwest.    Note 1 
    Merger
    Agreement and Matters Related to the Companys
    Indebtedness  Merger
    Agreement
         70




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Hart-Scott-Rodino
    Hart-Scott-Rodino
  3 4 3 4
  Term
    Loan Facility Financial Covenants
  3 4
 71




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3 4
  Note 2 
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
      Basis
    of Presentation
    Disclosures about Segments
    of Enterprises and Related Information
  Fiscal
    Year
    
    Fiscal 2007 refers to the 52 weeks ended February 3,
    2008;
    Fiscal 2006 refers to the 53 weeks ended February 4,
    2007; and
    Fiscal 2005 refers to the 52 weeks ended January 29,
    2006.  Cash
    Equivalents
   72




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Value of Financial Instruments
    Derivative
    Financial Instruments
  Accounting for Derivative Instruments
    and Hedging Activities
  Receivables
    Concentration
    of Credit Risk
      Inventory
    Valuation
  First-in,
     73




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Vendor Allowances.
  Property
    and Equipment
    Internal
    Software Development Costs
    Goodwill
    and Other Intangible Assets
  Goodwill and Other
    Intangible Assets
  Impairment
    of Other Long-Lived Assets
    Lease
    Obligations
   74




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Self-Insurance
    Reserves
    Revenue
    Recognition
       75




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cost
    of Sales and Operating and Administrative Expenses
    Cost of Sales


Operating and Administrative Expenses Total cost of merchandise sold including:   Freight expenses associated with moving merchandise inventories from the Companys vendors to its distribution centers and warehouses;
 Vendor allowances;
 Cash discounts on payments to vendors;
 Inventory shrinkage;
 Warranty costs;
 Costs associated with purchasing and operating the distribution centers and warehouses, including payroll and benefit costs, occupancy costs and depreciation; and
 Freight expenses associated with moving merchandise inventories from the distribution centers to the Companys retail stores.


 Payroll and benefit costs for retail and corporate employees, including share-based compensation;
 Occupancy costs of retail and corporate facilities;
 Depreciation related to retail and corporate assets;
 Advertising;
 Self-insurance costs, excluding those related to the distribution network;
 Professional services; and
 Other administrative costs, such as data processing, credit card service fees and supplies.   Vendor
    Allowances
  No. 02-16, Accounting by a Customer (including a Reseller) for Certain
    Consideration Received from a Vendor. No. 02-16,
     76




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Warranty
      Fiscal Year EndedFebruary 3,


February 4,


January 29,2008


2007


2006Warranty reserves, beginning of period

$
3,908


$
2,580


$
2,918Provision for warranty


6,233



3,428



963Allowances from vendors


5,006



6,067



5,841Reserves utilized


(10,555
)


(8,167
)


(7,142
)Warranty reserves, end of period

$
4,592


$
3,908


$
2,580      77




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Store
    Closing Costs
        Stock-Based
    Compensation
  Share-Based Payment Accounting for Stock Issued to Employees
  Stock
    Options
  Accounting for Stock-Based
    Compensation
 78




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form S-8
    Fiscal Year2007

2006

2005Dividend yield


0%



0%



0%Risk free interest rate


4.03% - 5.13%



4.45%



3.86% - 4.40%Expected life of options


4.5 years



4.5 years



6 yearsExpected volatility


31% - 38%



38.03%



25% - 33%   Dividend Yield
  Risk-Free Interest Rate
  Expected Life Share Based Payment
  Expected Volatility
    Restricted
    Stock
   79




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Long-Term
    Incentive Plan
  Accounting for Stock Appreciation Rights and
    Other Variable Stock Option or Award Plans
       80




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Net income  as reported

$
57,790Add: Stock-based employee compensation expense in reported net
    income, net of related income taxes


351Deduct: Total stock-based employee compensation expense
    determined under fair value based method for all awards, net of
    related income taxes


(4,535
)Net income  pro forma

$
53,606Earnings per share  basic:As reported

$
1.30Pro forma

$
1.21Earnings per share  diluted:As reported

$
1.29Pro forma

$
1.20As reported shares:Basic


44,465Diluted


44,812Pro forma shares used in calculation:Basic


44,465Diluted


44,823     FAS No. 123R-3, Transition Election Related to Accounting for the Tax Effects
    of Share-Based Payment Awards paid-in-capital paid-in-capital
  Advertising
  No. 02-16,
 81




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Preopening
    Costs
    Income
    Taxes
    Accounting for Uncertainty in Income Taxes  an
    Interpretation of FASB Statement No. 109 Accounting for Income Taxes
  Use of
    Estimates
    Legal
    Matters
     82




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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 Uncertainty in Income Taxes Accounting for Income Taxes.
  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
  Issue No. 06-3, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should be Presented in the Income
    Statement (That Is, Gross versus Net Presentation)
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Business Combinations
 83




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Share-Based Payment Share-Based Payment
  Note 4 
    Receivables    February 3,


February 4,2008


2007Amounts due under vendor allowance programs

$
14,660


$
24,122Trade receivables from commercial and other customers


19,618



17,175Landlord, subtenant receivables and other


3,422



2,994Gross receivables


37,700



44,291Allowance for doubtful accounts


(378
)


(393
)Accounts receivable, net

$
37,322


$
43,898     Note 5 
    Inventories  First-in,
  
    The Company reduces the FIFO carrying value of its inventory for
    estimated loss due to shrinkage since the most recent physical
    inventory. Shrinkage expense for fiscal 2007, 2006 and 2005 was
    approximately $23.8 million, $31.6 million and
    $28.8 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, the Company retains the right to return
    obsolete and excess merchandise inventory to its vendors. In
    situations where the Company does not have a right to return,
    the Company records an allowance representing an estimated loss
    for the difference between the cost of any obsolete or excess
    inventory and the 84




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  estimated retail selling price. Inventory levels and margins
    earned on all products are monitored monthly. On a quarterly
    basis, the Company assesses whether it expects to sell any
    significant amount of inventory below cost and, if so, estimates
    and records an allowance.    February 3,


February 4,2008


2007FIFO Cost

$
540,094


$
562,405Overhead costs


29,848



28,725Vendor allowances


(60,067
)


(69,469
)Shrinkage


(13,030
)


(18,116
)Obsolescence


(2,194
)


(758
)Inventory, net

$
494,651


$
502,787   Note 6 
    Property
    and Equipment    February 3,


February 4,2008


2007


Estimated Useful LifeLand

$
348


$
348Buildings


18,221



15,251



15 - 25 yearsLeasehold improvements


165,380



159,070



Shorter of lease term or useful lifeFurniture, fixtures and equipment


182,172



168,845



3 - 10 yearsProperty under capital leases


55,417



97,974



5 - 15 years or life of leasePurchased software


12,725



10,829



5 years434,263



452,317Less: accumulated depreciation and amortization


(269,148
)


(277,908
)Property and equipment, net

$
165,115


$
174,409      85




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 7 
    Business
    Acquisition  3 4
  Business Combinations
 86




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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       Note 8 
    Goodwill
    and Other Intangible Assets       87




---



##### Table of Contents



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











CarryingValue as of











Value as ofFebruary 4,











February 3,2007


Additions


Amortization


Adjustments


2008Amortized intangible assets:Leasehold interests

$
28,655


$



$



$
(1,772
)

$
26,883Accumulated amortization


(12,162
)






(1,877
)


1,471



(12,568
)16,493







(1,877
)


(301
)


14,315License agreement


4,417















4,417Accumulated amortization


(1,274
)






(631
)






(1,905
)3,143







(631
)






2,512Trade names and trademarks


49,400















49,400Accumulated amortization


(1,858
)






(1,642
)






(3,500
)47,542







(1,642
)






45,900Customer relationships


370















370Accumulated amortization


(41
)






(37
)






(78
)329







(37
)






292Amortized intangibles, net


67,507







(4,186
)


(301
)


63,020Unamortized intangible assets:Goodwill


224,937















224,937Total intangible assets, net

$
292,444


$



$
(4,186
)

$
(301
)

$
287,957       Fiscal 2008

$
3,993Fiscal 2009


3,800Fiscal 2010


3,666Fiscal 2011


3,521Fiscal 2012


2,729Thereafter


45,311$
63,020  88




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 9 
    Store
    Closing Costs    Accounting for Costs
    Associated with Exit or Disposal Activities
      Fiscal Year EndedFebruary 3,


February 4,


January 29,2008


2007


2006SFAS No. 146 liability balance, beginning of year

$
4,911


$
7,033


$
7,774SFAS No. 146 provision for contractual obligations,
    net of estimated sublease income for stores closed during the
    period


1,754



258



246Revisions in SFAS No. 146 estimates


(474
)


112



1,505Accretion


231



306



420SFAS No. 146 store closing costs expensed in the period


1,511



676



2,171Purchase accounting adjustments  Murrays
    Discount Auto Stores










324Payments:Contractual obligations, net of sublease recoveries


(2,333
)


(2,383
)


(2,235
)Sublease commissions and buyouts


(1,062
)


(415
)


(1,001
)Total payments


(3,395
)


(2,798
)


(3,236
)SFAS No. 146 liability balance, end of year

$
3,027


$
4,911


$
7,033  89




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year EndedFebruary 3,


February 4,


January 29,2008


2007


2006SFAS No. 146 store closing costs expensed in the period

$
1,511


$
676


$
2,171Period costs related to closed stores


472



811



732Total store closing costs

$
1,983


$
1,487


$
2,903             Future contractual commitments for rent and occupancy expenses

$
19,938Estimated sublease income, net of sublease commissions


(16,458
)Accretion expense to be recognized in future periods


(453
)Total liability for store closing costs

$
3,027    90




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fiscal Year EndedFebruary 3,

February 4,

January 29,2008

2007

2006Number of closed locations, beginning of period


175



183



195Locations added during the period


7



9



5Locations removed during the period


(34
)


(17
)


(17
)Net locations added (removed) during the period


(27
)


(8
)


(12
)Number of closed locations, end of period


148



175



183     Note 10 
    Long-Term
    Debt  Overview
    February 3,


February 4,2008


2007Term loan facility

$
345,647


$
349,125Senior credit facility


46,500



52,00063/4% senior
    exchangeable
    notes(1)


94,635



93,061Seller financing arrangements


16,189



13,279Total debt


502,971



507,465Less: Current portion of term loan facility


3,444



3,478Senior credit facility


46,500



52,000Current maturities of seller
    financing arrangements


607



620Total debt (non-current)

$
452,420


$
451,367     (1)
    
    Carrying balance reduced by discount of $5.4 million and
    $6.9 million at February 3, 2008 and February 4, 2007,
    respectively, in accordance with EITF
    No. 06-6.  Term
    Loan Facility
   91




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           92




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Senior
    Credit Facility  Revolving Line of
    Credit
          63/4% Notes
  3 4 3 4 5 8 5 8 5 8 5 8 5 8
 93




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3 4 1 2 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
 94




---



##### Table of Contents



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


63/4% 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 the Companys 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 95




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    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, for Derivative Financial Instruments Indexed to,
    and Potentially Settled in, a Companys Own Stock 3 4 No. 00-19 3 4 3 4 3 4
  3 4 3 4 3 4 3 4 3 4 3 4
  33/8% Notes
    and 7% Notes
  3 8 3 8 3 8
  3 8 3 8 5 8 3 8
 96




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5 8 on-hand
  3 8 3 8 3 8 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
  Seller
    Financing Arrangements
  No. 97-10, The Effect of Lessee Involvement in Asset Construction
 97




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Debt
    Covenants
               98




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restrictions
    on Paying Dividends and Movement of Funds
    Long-Term
    Debt Maturities
    Fiscal
    2008(1)

$
50,551Fiscal 2009


4,111Fiscal 2010


98,932Fiscal 2011


4,528Fiscal 2012


333,476Thereafter


11,373$
502,971     (1)
    
    Includes the $46.5 million currently borrowed under the
    Senior Credit Facility.  Note 11 
    Derivative
    Financial Instruments     99




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 12 
    Leases
    and Other Commitments      Fiscal Year2007


2006


2005Minimum rentals

$
147,911


$
140,484


$
122,378Contingent rentals


744



802



1,068Sublease rentals


(7,503
)


(7,955
)


(8,306
)$
141,152


$
133,331


$
115,140     Capital


Operating


SubleaseLeases


Leases


RentalsFiscal 2008

$
7,423


$
152,431


$
(5,249
)Fiscal 2009


5,723



136,347



(3,285
)Fiscal 2010


3,301



120,401



(2,253
)Fiscal 2011


1,340



106,493



(1,655
)Fiscal 2012


324



89,999



(807
)Thereafter


238



291,026



(1,005
)$
18,349


$
896,697


$
(14,254
)Less: amounts representing interest


(2,133
)Present value of obligations


16,216Less: current portion


(6,351
)Long-term obligation

$
9,865    100




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 13 
    Income
    Taxes  Accounting for Income
    Taxes
    Balance at February 5, 2007

$
5,428Additions for tax positions in prior periods


4,052Additions for tax positions in current period


315Balance at February 3, 2008

$
9,795          101




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year2007


2006


2005CurrentFederal

$
44


$
596


$
1,156State


240







84284



596



1,240DeferredFederal


(7,024
)


3,533



29,626State


431



862



6,382(6,593
)


4,395



36,008Total

$
(6,309
)

$
4,991


$
37,248     Fiscal Year2007


2006


2005Income (loss) before income taxes

$
(17,461
)

$
12,221


$
95,038Federal income tax rate


35
%


35
%


35
%Expected provision (benefit) for income taxes


(6,111
)


4,277



33,263Permanent wage add-back for federal tax credits


304



127



151Permanent effect of stock based compensation


95



42



Other permanent differences including change in valuation
    allowance


675



359



(944
)State taxes, net of federal benefit


(590
)


550



4,114Changes to tax reserves


77







1,096Tax credits


(759
)


(364
)


(433
)Actual provision (benefit) for income taxes

$
(6,309
)

$
4,991


$
37,247  102




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    February 3,


February 4,2008


2007Current deferred income taxes:Store closing costs

$
714


$
999Self-insurance reserves


9,648



8,489Accrued employee benefits


6,842



7,320Property taxes






(2,146
)Provision for bad debts


148



155Tax loss carryforwards


1,400



7,861Inventory valuation differences


15,619



21,456Securities class action settlement


4,579



Other accrued expenses


11,685



3,402Other


60



(246
)Valuation allowance


(46
)


(790
)Total current deferred income tax asset


50,649



46,500Non-current deferred income taxes:Store closing costs


471



951Accrued employee benefits


3,467



2,490Capital lease expenditures


(1,674
)


(1,712
)Deferred rent and incentives


15,093



10,939Credits and other benefits


10,415



11,697Depreciation and amortization


(49,403
)


(48,004
)Tax loss carryforwards


36,061



32,216Discount on exchangeable notes


(2,100
)


(2,727
)Other


3,111



(688
)Valuation allowance


(61
)


(962
)Total non-current deferred income tax asset


15,380



4,200Net deferred tax asset

$
66,029


$
50,700      103




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 14 
    Stock-Based
    Compensation and Other Employee Benefit Plans  Share-Based Payment Accounting for Stock Issued to Employees
    Long-Term
    Incentive Plan
    2004
    Stock and Incentive Plan
   104




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##### Table of Contents



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


WeightedWeighted


Average


Remaining





WeightedAverage


Grant


Contractual





Average


AggregateNumber of


Exercise


Date Fair


Term


Options


Exercisable


IntrinsicShares


Price


Value


(Years)


Exercisable


Price


Value(1)Balance 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


$
14.12











2,353,327


$
13.54


$
7,938,000Granted at market price


1,677,604


$
12.13


$
3.91Exercised


(46,213
)

$
9.60Cancelled


(1,076,120
)

$
12.69Balance at February 3, 2008


3,835,792


$
13.70







4.58



2,010,169


$
14.35


$
70,500Ending Vested and Expected to Vest


3,329,097


$
13.79







4.29










$
70,500Ending Exercisable


2,010,169


$
14.35







2.82










$
70,500     (1)
    
    Based on the Companys closing stock price of $8.98 on
    February 1, 2008. 105




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##### Table of Contents



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


Options ExercisableWeightedAverage


Weighted





WeightedRemaining


Average





Average


AggregateNumber


Contractual


Exercise





Exercisable


IntrinsicRange of Exercise Prices

Outstanding


Life


Price


Exercisable


Price


Value$ 5.73 - $10.15


304,343



4.05


$
9.56



144,343


$
9.04$10.53 - $10.80


1,063,249



6.70


$
10.79



4,950


$
10.69$10.93 - $13.32


868,201



2.26


$
12.96



868,201


$
12.96$13.46 - $16.62


1,215,480



4.20


$
16.26



908,156


$
16.16$16.62 - $19.83


384,519



5.57


$
18.62



84,519


$
18.50$ 5.73 - $19.83


3,835,792



4.58


$
13.70



2,010,169


$
14.35


$
70,500           Fiscal Year2007


2006


2005Cash received

$
443


$
1,196


$
1,130Tax benefits

$



$



$
231   Restricted
    Stock Activity
   106




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##### Table of Contents



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


Remaining


AggregateNumber of


Average Grant


Contractual


IntrinsicShares


Date Fair Value


Term (Years)


Value(1)Non-vested at February 4, 2007


128,309


$
15.86






$
Granted


262,686


$
12.27Released


(34,002
)

$
15.34Cancelled


(75,372
)

$
12.81Non-vested at February 3, 2008


281,621


$
13.23



2.40


$
     (1)
    
    Based on the Companys closing stock price of $8.98 on
    February 1, 2008.  Retirement
    Program
    management or highly compensated employees
  Supplemental
    Retirement Plan Agreement
   107




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 15 
    Earnings
    per Share  Earnings Per Share
  Fiscal Year EndedFebruary 3,


February 4,


January 29,2008


2007


2006Numerator for basic and diluted earnings per share:Net income (loss)

$
(11,152
)

$
6,264


$
57,790Denominator for basic earnings per share:Weighted average shares outstanding (basic)


43,971



43,877



44,465Denominator for diluted earnings per share:Weighted average shares outstanding (basic)


43,971



43,877



44,465Effect of dilutive securities






252



347Weighted average shares outstanding (diluted)


43,971



44,129



44,812Shares excluded as a result of anti-dilution:Stock options


2,519



2,029



790   3 4
  Note 16 
    Stock
    Repurchase Program   108




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 17 
    Fair
    Value of Financial Instruments    February 3, 2008

February 4, 2007Carrying

Estimated

Carrying

EstimatedAmount

Fair Value

Amount

Fair ValueReceivables

$
37,322


$
37,322


$
43,898


$
43,898Amounts due under term loan facility

$
345,647


$
345,647


$
349,125


$
349,125Amounts due under senior credit facility

$
46,500


$
46,500


$
52,000


$
52,000Obligations under
    63/4% senior
    exchangeable notes

$
94,635


$
92,065


$
93,061


$
124,211   Note 18 
    Employee
    Severance and Store Asset Impairment Charges  Accounting for the Impairment of Disposal of Long-Lived
    Assets
    Accounting for Costs Associated
    with Exit or Disposal Activities
  Note 19 
    Guarantees  and/or
 109




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
        Note 20 
    Transactions
    and Relationships with Related Parties     110




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 21 
    Legal
    Matters  Fiscal
    2006 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.
 111




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Form 10-Qs
    follow-up follow-up 10-K.
   112




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        10-K
  Securities
    Class Action Litigation
  No. CV-06-1503 No. CV-06-1580
  Rule 10b-5
 113




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Shareholder
    Derivative Litigation
    Governmental
    Investigations
    Other
    Litigation
     114




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 22 
    Subsequent
    Events  Merger Agreement
  Stockholder Rights Plan
      Securities Class Action Litigation
    Settlement
  Note 21-Legal
 115




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 23 
    Quarterly
    Results (unaudited)      Fiscal Year
    2007(1)First

Second

Third

FourthQuarter

Quarter

Quarter

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

$
473,035


$
480,227


$
471,386


$
426,999Gross profit

$
220,598


$
230,380


$
214,563


$
201,457Investigation and restatement costs

$
4,564


$
3,771


$
2,288


$
1,725Securities class action settlement

$



$



$



$
11,700Operating profit (loss)

$
16,094


$
21,899


$
4,267


$
(5,558
)Interest expense

$
13,322


$
13,164


$
13,186


$
14,491Income (loss) before income taxes

$
2,772


$
8,735


$
(8,919
)

$
(20,049
)Income tax expense (benefit)

$
1,102


$
3,436


$
(3,096
)

$
(7,751
)Net income (loss)

$
1,670


$
5,299


$
(5,823
)

$
(12,298
)Basic earnings (loss) per share

$
0.04


$
0.12


$
(0.13
)

$
(0.28
)Diluted earnings (loss) per share

$
0.04


$
0.12


$
(0.13
)

$
(0.28
)Shares used in computing per share amounts:Basic


43,951



43,955



43,962



44,019Diluted


44,697



44,844



43,962



44,019   116




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##### 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(In thousands, except share and 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 income taxes and cumulative effect of
    change in accounting principle

$
18,892


$
(9,872
)

$
5,333


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

$
7,735


$
(4,055
)

$
2,175


$
(864
)Income (loss) before cumulative effect of change in accounting
    principle

$
11,157


$
(5,817
)

$
3,158


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

$
(966
)

$



$



$
Net income (loss)

$
10,191


$
(5,817
)

$
3,158


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

$
0.25


$
(0.13
)

$
0.07


$
(0.03
)Cumulative effect of change in accounting principle


(0.02
)










Net income (loss) per share

$
0.23


$
(0.13
)

$
0.07


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

$
0.25


$
(0.13
)

$
0.07


$
(0.03
)Cumulative effect of change in accounting principle


(0.02
)










Net income (loss) per share

$
0.23


$
(0.13
)

$
0.07


$
(0.03
)Shares used in computing per share amounts:Basic


43,844



43,855



43,867



43,937Diluted


44,218



43,855



44,050



43,937     (1)
    
    The Companys fiscal year consists of 52 or 53 weeks,
    ends on the Sunday nearest to January 31, and is named for
    the calendar year just ended.  Fiscal 2007 and fiscal 2006 had
    52 and 53 weeks, respectively. The additional week in fiscal
    2006 is included in the fourth quarter. 117




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  DISCLOSURE
    CONTROLS AND PROCEDURES
  Rule 13a-15(e)
    MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Rules 13a-15(f) 15d-15(f)
          Internal Control-Integrated Framework
 118




---



##### Table of Contents



1) Resources, and Policies and Procedures to Ensure
    Proper and Consistent Application
    of GAAP 
  a) Financial Reporting
    2) Accounting for Inventory
  3) Accounting for Vendor Allowances
  4) Accounting for Certain Accrued
    Expenses
 119




---



##### Table of Contents



Form 10-K
  Internal Control 
    Integrated Framework
    PLAN FOR
    REMEDIATION OF MATERIAL WEAKNESSES
  Remediation
    Initiatives
      Resources, and Policies and Procedures to Ensure Proper and
    Consistent Application of GAAP
    Financial Reporting
 120




---



##### Table of Contents



Accounting for Inventory on-hand
  Accounting for Vendor Allowances
  Accounting for Certain Accrued Expenses period-end
  Interim
    Measures Pending Completion of Remediation
    Initiatives
    
    Additional planning, analysis and procedures, and management
    reviews have been performed to ensure the accuracy of financial
    reporting contained in this Annual Report. 121




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##### Table of Contents




    Where the Company identified the existence of a material
    weakness, the Company has performed extensive substantive
    procedures to ensure that affected amounts are fairly stated for
    all periods presented in this Annual Report.
    The Company retained experienced accounting consultants, other
    than the Companys independent registered public accounting
    firm, with relevant accounting experience, skills and knowledge,
    working under the supervision and direction of the
    Companys management, to assist with the fiscal
    2007 year-end reporting process.
    The Company conducted a detailed and extensive review of account
    reconciliations, non-routine transactions and agreements,
    financial statement classifications, spreadsheets, and journal
    entries and related substantiation for accuracy and conformance
    with GAAP.  Control
    deficiencies not constituting material weaknesses
    Managements
    conclusions
      Remediation
    of fiscal 2006 Material Weaknesses
  10-K Form 10-Q
  Control Environment
 122




---



##### Table of Contents




    Since the third quarter of 2006, personnel changes have been
    made, which have improved the overall tone within the
    organization and represented the first and most critical step in
    establishing an environment conducive to maintaining an adequate
    control environment.
    The hiring of key management positions such as a new Chief
    Executive Officer in the Companys second fiscal quarter of
    fiscal 2007, a Senior Vice President and Controller in the third
    quarter of fiscal 2007, and an Executive Vice President of
    Finance and Chief Financial Officer in the fourth quarter of
    fiscal 2007, as well as other finance personnel throughout
    fiscal 2007.
    Development of a customized hotline and awareness training that
    reinforced the Companys code of business conduct and
    ethics, new procedures and controls that limit the ability of
    employees or managers to override accounting events and that
    establish an environment of personal accountability in the
    fourth quarter of fiscal 2007.    Accounting for Inventory
    
    Company personnel were required to adhere to policies that
    physical inventory adjustments be determined and recorded on a
    timely basis and shrink accrual rates be adjusted to actual
    experience by location on a timely basis.
    We enhanced business system security to restrict the authority
    to record adjustments to product costs to a limited number of
    individuals.
    The process of adjusting inventory costs based on vendor
    invoices was enhanced to require a more rigorous management
    review and approval.
    We adjusted system produced balances of in-transit inventory to
    our estimates each quarter in fiscal 2007 to prevent
    inappropriate and inaccurate accumulations of inventory balances
    in in-transit accounts.
    We established policies and procedures for capitalizing
    overheads into inventory and developed and implemented a process
    to estimate liabilities for warranty returns from customers. 123




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##### Table of Contents



Accounting for Vendor Allowances
    
    The policies and procedures pertaining to vendor contract
    development and the earning and recognition of vendor allowances
    have been formalized. Vendor contracts require extensive
    management review prior to entering into a new contract or a
    contract modification.
    These policies were supported by training of merchandising,
    legal, and finance staff members in fiscal 2007 relative to
    vendor arrangements.
    We have assigned one manager in the Companys accounting
    department the responsibility for monitoring compliance with the
    policies to increase accountability over the completeness and
    accuracy of the Companys accounting for vendor allowances.    Accounting for Certain Accrued
    Expenses
    
    Actuarial studies of workers compensation were performed
    twice in fiscal 2007 and the Companys recorded liabilities
    are adjusted to actuarys estimates.
    The appropriate GAAP pertaining to incentive compensation
    expenses has been determined and applied appropriately in fiscal
    2007.
    Controls over preparation, review and approval of journal
    entries has been enhanced.   124




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##### Table of Contents



Accounting for Store Fixtures and
    Supplies on-hand
    
    Management has closed the fixture warehouse and moved all usable
    fixtures and supplies to the distribution center where it is
    under perpetual inventory controls and has scrapped unusable
    items.
    The Company now performs an annual physical inventory and
    usability review of these items in the distribution center. The
    valuation of fixtures is monitored quarterly.
    Store supplies balances have been adjusted and adherence to the
    Company policy of valuation is monitored quarterly.    Resources, and Policies and Procedures to Ensure
    Proper and Consistent Application of GAAP
      Accounting for Leases
      Allowance for Sales Returns
 125




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##### Table of Contents



Accounting for Certain Accrued Expenses
      CHANGES
    IN INTERNAL CONTROL OVER FINANCIAL REPORTING
    
    We hired an Executive Vice President of Finance and Chief
    Financial Officer.
    We initiated an on-line ethics training pilot which
    was required to be taken by a selection of 1,000 general and
    administrative employees (i.e. employees at the corporate
    office) to ensure their familiarity with the key policies
    included in the code of business conduct and ethics.  Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation   126




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   127




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##### Table of Contents



PART IV  Item 15.
    Exhibit
    and Financial Statement Schedules    Consolidated Statements of Operations  Fiscal Years
    Ended February 3, 2008, February 4, 2007 and
    January 29, 2006

65Consolidated Balance Sheets  February 3, 2008
    and February 4, 2007

66Consolidated Statements of Cash Flows  Fiscal Years
    Ended February 3, 2008, February 4, 2007 and
    January 29, 2006

67Consolidated Statements of Stockholders Equity 
    Fiscal Years Ended February 3, 2008, February 4, 2007
    and January 29, 2006

69Notes to Consolidated Financial Statements

70   Form 10-K,
     128




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##### Table of Contents



Schedule I
  CSK AUTO
    CORPORATION
    (Parent Company Only)
  BALANCE SHEETS
  February 3,


February 4,2008


2007(In thousands, exceptshare data)ASSETSInvestment in subsidiaries

$
164,538


$
171,510Total assets

$
164,538


$
171,510LIABILITIES AND STOCKHOLDERS EQUITYStockholders equity:Common stock, $0.01 par value, 90,000,000 shares
    authorized, 44,030,644 and 43,950,751 shares issued and
    outstanding at February 3, 2008 and February 4, 2007,
    respectively

$
440


$
440Additional paid-in capital


438,092



433,912Accumulated deficit


(273,994
)


(262,842
)Total stockholders equity


164,538



171,510Total liabilities and stockholders equity

$
164,538


$
171,510    129




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##### Table of Contents



Schedule I
  CSK AUTO
    CORPORATION
    (Parent Company Only)
  STATEMENTS OF OPERATIONS
  Fiscal Year EndedFebruary 3,


February 4,


January 29,2008


2007


2006($ in thousands, except share and per share data)Equity interest in net income (loss) from subsidiaries

$
(11,152
)

$
6,264


$
57,790Income (loss) before income taxes and cumulative effect of
    change in accounting principle


(17,461
)


12,221



95,038Income tax expense (benefit)


(6,309
)


4,991



37,248Income (loss) before cumulative effect of change in accounting
    principle


(11,152
)


7,230



57,790Cumulative effect of change in accounting principle, net of tax






(966
)


Net income (loss)

$
(11,152
)

$
6,264


$
57,790Basic earnings (loss) per share:Income (loss) before cumulative effect of change in accounting
    principle

$
(0.25
)

$
0.16


$
1.30Cumulative effect of change in accounting principle






(0.02
)


Net income (loss) per share

$
(0.25
)

$
0.14


$
1.30Shares used in computing per share amounts


43,971,417



43,876,533



44,465,409Diluted earnings (loss) per share:Income (loss) before cumulative effect of change in accounting
    principle

$
(0.25
)

$
0.16


$
1.29Cumulative effect of change in accounting principle






(0.02
)


Net income (loss) per share

$
(0.25
)

$
0.14


$
1.29Shares used in computing per share amounts


43,971,417



44,129,278



44,812,302    130




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##### Table of Contents



Schedule I
  CSK AUTO
    CORPORATION
    (Parent Company Only)
  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 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










(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
)


171,510Restricted stock


34,010







(221
)














(221
)Exercise of options


45,883







443















443Compensation expense, stock-based awards










3,958















3,958Net loss






















(11,152
)


(11,152
)Balances at February 3, 2008


44,030,644


$
440


$
438,092


$



$



$
(273,994
)

$
164,538    131




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##### Table of Contents



Schedule I
  CSK AUTO
    CORPORATION
    (Parent Company Only)
  STATEMENTS OF CASH FLOWS
  Fiscal Year EndedFebruary 3,


February 4,


January 29,2008


2007


2006($ in thousands)Cash flows provided by operating activities:Net income (loss)

$
(11,152
)

$
6,264


$
57,790Adjustments to reconcile net income to net cash provided by
    operating activities:Equity interest in net income (loss) from subsidiaries


11,152



(6,264
)


(57,790
)Net cash provided by operating activities










Net increase in cash and cash equivalents










Cash and cash equivalents, beginning of period










Cash and cash equivalents, end of period

$



$



$
    132




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##### Table of Contents



Schedule I
  CSK AUTO
    CORPORATION
    (Parent Company Only)
  NOTE TO FINANCIAL STATEMENT SCHEDULE
     133




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  SCHEDULE II
    VALUATION AND QUALIFYING ACCOUNTS
    For the Fiscal Years 2007, 2006 and 2005
    ($ in thousands)
  Balance at

Charged to

Purchase



Balance atBeginning of

Costs and

Accounting



End ofPeriod

Expenses

Adjustments

Deductions

PeriodAllowance for Bad Debts:Year Ended January 29, 2006

$
569



2,674



49



(2,856
)

$
436Year Ended February 4, 2007

$
436



105







(148
)

$
393Year Ended February 3, 2008

$
393



664







(679
)

$
378Allowance for Closed Stores:Year Ended January 29, 2006

$
7,774



2,903



324



(3,968
)

$
7,033Year Ended February 4, 2007

$
7,033



1,487







(3,609
)

$
4,911Year Ended February 3, 2008

$
4,911



1,983







(3,867
)

$
3,027Allowance for Inventory Shrink:Year Ended January 29, 2006

$
13,079



28,780



658



(30,029
)

$
12,488Year Ended February 4, 2007

$
12,488



31,605







(25,977
)

$
18,116Year Ended February 3, 2008

$
18,116



23,797







(28,883
)

$
13,030Allowance for Inventory Obsolescence:Year Ended January 29, 2006

$
1,469



(462
)


1,127



(50
)

$
2,084Year Ended February 4, 2007

$
2,084











(1,326
)

$
758Year Ended February 3, 2008

$
758



2,452







(1,016
)

$
2,194Allowance for Deferred Tax Assets:Year Ended January 29, 2006

$
1,752














$
1,752Year Ended February 4, 2007

$
1,752














$
1,752Year Ended February 3, 2008

$
1,752











(1,645
)

$
107Allowance for Sales Returns:Year Ended January 29, 2006

$
13,286



14,411



1,844



(13,286
)

$
16,255Year Ended February 4, 2007

$
16,255



16,460







(15,085
)

$
17,630Year Ended February 3, 2008

$
17,630



18,597







(18,329
)

$
17,898  134




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##### Table of Contents



SIGNATURES
      By:
    /s/  Lawrence
    N. Mondry   President and Chief Executive Officer
  By:
    /s/  James
    D. Constantine   Executive Vice President of Finance and Chief Financial
    Officer
  POWER OF
    ATTORNEY
  Form 10-K
    /s/  CHARLES
    K. MARQUISCharles
    K. Marquis

Chairman of the Board/s/  JAMES
    G. BAZLENJames
    G. Bazlen

Director/s/  MORTON
    GODLASMorton
    Godlas

Director 135




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##### Table of Contents



/s/  TERILYN
    A. HENDERSONTerilyn
    A. Henderson

Director/s/  LAWRENCE
    N. MONDRYLawrence
    N. Mondry

Director,
    President and Chief Executive Officer 
    (Principal Executive Officer)/s/  CHARLES
    J. PHILIPPINCharles
    J. Philippin

Director/s/  WILLIAM
    A. SHUTZERWilliam
    A. Shutzer

Director/s/  JAMES
    D. CONSTANTINEJames
    D. Constantine

Executive Vice President and 
    Chief Financial Officer 
    (Principal Financial Officer )/s/  MICHAEL
    D. BRYKMichael
    D. Bryk

Senior Vice President and 
    Controller 
    (Principal Accounting Officer)  136




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##### Table of Contents



Exhibit Index
  ExhibitNumber

Description of Exhibits2
.01

Agreement and Plan of Merger, dated as of November 30,
    2005, among CSK Auto Corporation, Fastlane Merger Corp.,
    Murrays, Inc., the sellers named therein, and J.W. Childs
    Associates, L.P., as seller representative, incorporated herein
    by reference to Exhibit 2.1 of our Current Report on
    Form 8-K,
    filed on December 1, 2005. (File
    No. 001-13927).2
.02

Agreement and Plan of Merger among OReilly Automotive,
    Inc., OC Acquisition Company, and CSK Auto Corporation, dated
    April 1, 2008 incorporated herein by reference to
    Exhibit 2.1 of our Current Report on Form 8-K, filed
    on April 7, 2008 (File
    No. 001-13927).3
.01

Restated Certificate of Incorporation of the Company,
    incorporated herein by reference to Exhibit 3.01 of our
    Annual Report on
    Form 10-K,
    filed on May 4, 1998 (File
    No. 001-13927).3
.02

Certificate of Correction to the Restated Certificate of
    Incorporation of the Company, incorporated herein by reference
    to Exhibit 3.02 of our Annual Report on
    Form 10-K,
    filed on May 4, 1998 (File
    No. 001-13927).3
.03

Certificate of Amendment to the Restated Certificate of
    Incorporation of CSK Auto Corporation, incorporated herein by
    reference to Exhibit 3.2.1 of our Quarterly Report on
    Form 10-Q,
    filed on September 18, 2002 (File
    No. 001-13927).3
.04

Second Certificate of Amendment of the Restated Certificate of
    Incorporation of CSK Auto Corporation, incorporated herein by
    reference to Exhibit 3.04 of our Quarterly Report on
    Form 10-Q,
    filed on December 9, 2005 (File
    No. 001-13927).3
.05

Amended and Restated By-laws of the Company, incorporated herein
    by reference to Exhibit 3.03 of our Annual Report on
    Form 10-K,
    filed on April 28, 1999 (File
    No. 001-13927).3
.05.1

First Amendment to Amended and Restated By-laws of the Company,
    incorporated herein by reference to Exhibit 3.03.1 of our
    annual report on
    Form 10-K,
    filed on May 1, 2001. (File No
    001-13927).3
.05.2

Second Amendment to Amended and Restated By-laws of the Company,
    incorporated herein by reference to Exhibit 3.03.2 of our
    Quarterly Report on
    Form 10-Q,
    filed on June 14, 2004 (File
    No. 001-13927).3
.05.3

Third Amendment to Amended and Restated By-Laws of CSK Auto
    Corporation, incorporated herein by reference to
    Exhibit 3.1 to our Current Report on
    Form 8-K,
    filed on August 16, 2007 (File
    No. 001-13927).3
.06.4

Fourth Amendment to Amended and Restated By-Laws of CSK Auto
    Corporation, incorporated herein by reference to
    Exhibit 3.1 to our Current Report on
    Form 8-K,
    filed on September 5, 2007 (File
    No. 001-13927).4
.01

Form of Common Stock certificate, incorporated herein by
    reference to Exhibit 4.05 of our Registration Statement on
    Form S-1/A,
    filed on March 3, 1998 (File
    No. 333-43211).4
.02

Indenture, dated as of December 19, 2005, among CSK Auto,
    Inc., CSK Auto Corporation, CSKAUTO.COM, Inc. as guarantors, and
    the Bank of New York Trust Company, N.A., as Trustee,
    incorporated herein by reference to Exhibit 4.1 of our
    Current Report on
    Form 8-K,
    filed on December 20, 2005 (File
    No. 001-13927).4
.03

Second Supplemental Indenture, dated as of July 27, 2006,
    among CSK Auto, Inc., CSK Auto Corporation, CSKAUTO.COM, Inc.,
    and The Bank of New York Trust Company, N.A., as Trustee,
    incorporated herein by reference to Exhibit 4.1 of our
    Current Report on
    Form 8-K,
    filed on July 31, 2006 (File
    No. 001-13927).4
.04

Rights Agreement dated as of February 4, 2008 by and
    between CSK Auto Corporation and Mellon Investor Services LLC,
    as Rights Agent, filed as Exhibit 1 to the Registration
    Statement on
    Form 8-A
    of CSK Auto Corporation and incorporated herein by reference
    (File
    No. 001-13927).10
.01

Amended and Restated Employment Agreement, dated as of
    June 12, 1998, between CSK Auto, Inc. and Maynard Jenkins,
    incorporated herein by reference to Exhibit 10.02 of our
    Quarterly Report on
    Form 10-Q,
    filed on September 11, 1998 (File
    No. 001-13927).10
.01.1

Form of Amendment to Employment Agreement, by and between CSK
    Auto, Inc. and Maynard Jenkins, incorporated herein by reference
    to Exhibit 10.2 of our Current Report on
    Form 8-K,
    filed on March 3, 2006 (File
    No. 001-13927). 137




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##### Table of Contents



ExhibitNumber

Description of Exhibits10
.01.2

Form of Amendment to Employment Agreement, by and between CSK
    Auto, Inc. and Maynard Jenkins, incorporated herein by reference
    to Exhibit 10.1 of our Current Report on
    Form 8-K,
    filed on April 18, 2007 (File
    No. 001-13927).10
.02

Stock Option Agreement, dated March 9, 1998, between the
    Company and Maynard Jenkins, incorporated herein by reference to
    Exhibit 10.26 of our Registration Statement on
    Form S-1/A,
    filed on March 10, 1998 (File
    No. 333-43211).10
.03

Form of Letter Agreement between CSK Auto Corporation and
    Maynard Jenkins amending March 17, 1998 Stock Option Grant,
    incorporated herein by reference to Exhibit 10.2 of our
    Current Report on
    Form 8-K,
    filed on April 18, 2007 (File
    No. 001-13927).10
.04

Restated 1996 Associate Stock Option Plan, dated as of
    June 5, 1998, incorporated herein by reference to
    Exhibit 10.11 of our Registration Statement on
    Form S-1,
    filed on November 13, 1998 (File
    No. 333-67231).10
.04.1*

First Amendment to the Restated 1996 Associate Stock Option
    Plan.10
.05*

Form of Non-Qualified Stock Option Contract previously used in
    connection with the 1996 Associate Stock Option Plan.10
.06

Amended and Restated Supplemental Executive Retirement Plan
    Agreement, effective January 1, 2005, between CSK Auto,
    Inc. and Maynard Jenkins, incorporated herein by reference to
    Exhibit 10.1 of our Current Report on
    Form 8-K,
    filed on December 21, 2004 (File
    No. 001-13927).10
.06.1

Form of First Amendment to Amended and Restated Supplemental
    Executive Retirement Plan Agreement, dated as of January 1,
    2005, between CSK Auto, Inc. and Maynard Jenkins, incorporated
    herein by reference to Exhibit 10.1 of our Current Report
    on
    Form 8-K,
    filed on March 3, 2006 (File
    No. 001-13927).10
.07

Restated 1996 Executive Stock Option Plan (Amended and Restated
    June 8, 1999), incorporated herein by reference to
    Appendix B of our definitive Proxy Statement, filed on
    May 11, 1999 (File
    No. 001-13927).10
.07.1*

First Amendment to the Restated 1996 Executive Stock Option
    Plan.10
.08*

Form of Non-Qualified Stock Option Contract previously used in
    connection with the 1996 Executive Stock Option Plan.10
.09

1999 Employee Stock Option Plan, incorporated by reference to
    Appendix C of our definitive Proxy Statement, filed on
    May 11, 1999 (File
    No. 001-13927).10
.09.1*

First Amendment to the 1999 Employee Stock Option
    Plan.10
.10*

Form of Non-Qualified Stock Option Contract previously used in
    connection with the 1999 Employee Stock Option Plan.10
.11

2004 Stock and Incentive Plan (as amended and restated effective
    as of November 8, 2007), incorporated herein by reference
    to Appendix A of our amended definitive Proxy Statement,
    filed on November 1, 2007 (File
    No. 001-13927).10
.11.1*

First Amendment to the 2004 Stock and Incentive Plan (as amended
    and restated effective as of November 8, 2007).10
.12

Form of Non-Qualified Stock Option Contract (Employee Form) to
    be used in connection with our 2004 Stock and Incentive Plan,
    incorporated herein by reference to Exhibit 99.1 of our
    Current Report on
    Form 8-K,
    filed on October 20, 2004 (File
    No. 001-13927).10
.13

Form of Non-Qualified Stock Option Contract (Director Form) to
    be used in connection with our 2004 Stock and Incentive Plan,
    incorporated herein by reference to Exhibit 99.2 of our
    Current Report on
    Form 8-K,
    filed on October 20, 2004 (File
    No. 001-13927).10
.14

Form of Restricted Stock Agreement to be used in connection with
    our 2004 Stock and Incentive Plan, incorporated herein by
    reference to Exhibit 99.3 of our Current Report on
    Form 8-K,
    filed on October 20, 2004 (File
    No. 001-13927). 138




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##### Table of Contents



ExhibitNumber

Description of Exhibits10
.15

Amended and Restated Lease, dated October 23, 1989 (the
    Missouri Falls Lease), between CSK Auto, Inc. (formerly known as
    Northern Automotive Corporation) and Missouri Falls Associates
    Limited Partnership, incorporated herein by reference to
    Exhibit 10.10 of CSK Auto, Incs Registration
    Statement on
    Form S-4,
    filed on February 28, 1997 (File
    No. 333-22511).10
.16

First Amendment to the Missouri Falls Lease, dated
    November 22, 1991, between CSK Auto, Inc. (formerly known
    as Northern Automotive Corporation) and Missouri Falls
    Associates Limited Partnership, incorporated herein by reference
    to Exhibit 10.11 of CSK Auto, Incs Registration
    Statement on
    Form S-4,
    filed on February 28, 1997 (File
    No. 333-22511).10
.17

Amendment to Leases, dated October 30, 1996, by and between
    Missouri Falls Associates Limited Partnership and CSK Auto, Inc.
    (formerly known as Northern Automotive Corporation),
    incorporated herein by reference to Exhibit 10.12 of CSK
    Auto, Incs Registration Statement on
    Form S-4,
    filed February on 28, 1997 (File
    No. 333-22511).10
.18

Lease, dated July 31, 1997, between Missouri Falls Partners
    and CSK Auto, Inc.; First Amendment to Lease, dated
    April 1, 2000, incorporated herein by reference to
    Exhibit 10.15 of our Annual Report on
    Form 10-K,
    filed on May 1, 2001 (File
    No. 001-13927).10
.19

Lease, dated April 20, 2000, between Missouri Falls
    Partners and CSK Auto, Inc.; First Amendment to Lease, dated
    February 23, 2001, incorporated herein by reference to
    Exhibit 10.16 of our Annual Report on
    Form 10-K,
    filed on May 1, 2001 (File
    No. 001-13927).10
.20

Lease, dated April 20, 2000, between Missouri Falls
    Partners and CSK Auto, Inc.; First Amendment to Lease dated
    August 20, 2000, incorporated herein by reference to
    Exhibit 10.17 of our Annual Report on
    Form 10-K,
    filed on May 1, 2001 (File
    No. 001-13927).10
.21

Amendment to all CSK Auto, Inc. Leases at Missouri Falls, dated
    December 6, 2001, between Missouri Falls Partners and MFP
    Holdings, LLC and CSK Auto, Inc., incorporated herein by
    reference to Exhibit 10.24 of our Registration Statement on
    Form S-4,
    filed on February 11, 2002 (File
    No. 333-82492).10
.22

Form of Indemnity Agreement, between CSK Auto Corporation and
    each Director, incorporated herein by reference to
    Exhibit 10.21 of our Annual Report on
    Form 10-K,
    filed on May 2, 2005 (File
    No. 001-13927).10
.23

Severance and Retention Agreement, between CSK Auto, Inc. and
    James B. Riley, dated October 24, 2005, incorporated herein
    by reference to Exhibit 10.05 to our Quarterly Report on
    Form 10-Q,
    filed on December 9, 2005 (File
    No. 001-13927).10
.24*

Form of Amended and Restated Severance and Retention Agreement
    between CSK Auto, Inc. and each of its then senior executive
    officers (other than Lawrence Mondry).10
.25

Indicative Callable Swap Term Sheet, effective as of
    April 5, 2004, between Lehman Brothers and CSK Auto, Inc.,
    incorporated herein by reference to Exhibit 10.57 of our
    Annual Report on
    Form 10-K,
    filed on April 15, 2004 (File
    No. 001-13927).10
.26

Amended and Restated Registration Rights Agreement, dated as of
    May 16, 2002, by and among CSK Auto Corporation, LBI Group
    Inc. and Investcorp CSK Holdings L.P., incorporated herein by
    reference to Exhibit 4.05.01 to our Registration Statement
    on
    Form S-3/A,
    filed on May 17, 2002 (File
    No. 333-77008).10
.27

Employment Agreement, dated March 30, 2000, between CSK
    Auto, Inc. and James Bazlen, incorporated herein by reference to
    Exhibit 10.47 of our Annual Report on
    Form 10-K,
    filed on May 5, 2003 (File
    No. 001-13927).10
.27.1

First Amendment to March 30, 2000 Employment Agreement,
    between CSK Auto, Inc. and James Bazlen, effective as of
    June 11, 2003, incorporated herein by reference to
    Exhibit 10.01 of our Quarterly Report on
    Form 10-Q,
    filed on September 17, 2003 (File
    No. 001-13927).10
.27.2

Second Amendment to March 30, 2000 Employment Agreement,
    between CSK Auto, Inc. and James Bazlen, effective as of
    October 15, 2004, incorporated herein by reference to
    Exhibit 99.4 of our Current Report on
    Form 8-K,
    filed on October 20, 2004 (File
    No. 001-13927). 139




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##### Table of Contents



ExhibitNumber

Description of Exhibits10
.28

Stock Purchase Agreement relating to Automotive Information
    Systems, Inc., dated January 21, 2005, by and between CSK
    Auto, Inc. and Mobile Productivity, Inc., incorporated herein by
    reference to Exhibit 10.1 of our Current Report on
    Form 8-K,
    filed on January 27, 2005 (File
    No. 001-13927).10
.29

Amended and Restated Outside Director Compensation Policy,
    incorporated herein by reference to our Current Report on
    Form 8-K,
    filed on May 18, 2005 (File
    No. 001-13927).10
.29.1*

First Amendment to Amended and Restated Outside Director
    Compensation Policy, effective as of August 15, 2007.10
.29.2*

Second Amendment to Amended and Restated Outside Director
    Compensation Policy, effective as of March 7, 2008.10
.30

Long-Term Incentive Plan, incorporated herein by reference to
    Exhibit 10.1 of our Current Report on
    Form 8-K,
    filed on July 1, 2005 (File
    No. 001-13927).10
.31

Form of Incentive Bonus Unit Award Agreement, incorporated
    herein by reference to Exhibit 10.2 of our Current Report
    on
    Form 8-K,
    filed on July 1, 2005 (File
    No. 001-13927).10
.32

Second Amended and Restated Credit Agreement, dated as of
    July 25, 2005, among CSK Auto, Inc., the Lenders party
    thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and
    J.P. Morgan Securities, Inc., as Sole Bookrunner and Sole
    Lead Arranger, incorporated herein by reference to
    Exhibit 10.1 of our Current Report on
    Form 8-K,
    filed on July 29, 2005 (File
    No. 001-13927).10
.32.1

First Amendment to Second Amended and Restated Credit Agreement,
    dated as of December 16, 2005, among CSK Auto, Inc., the
    several lenders from time to time parties thereto, JPMorgan
    Chase Bank N.A., as administrative agent, and the co-syndication
    agents and co-documentation agents party thereto, incorporated
    herein by reference to Exhibit 10.1 of our Current Report
    on
    Form 8-K,
    filed on December 20, 2005 (File
    No. 001-13927).10
.33

Term Credit Agreement, dated as of June 30, 2006, among CSK
    Auto, Inc., the Lenders party thereto, JPMorgan Chase Bank,
    N.A., as Administrative Agent, and Lehman Commercial Paper Inc.
    and Wachovia Bank, N.A., as Co-Syndication Agents, incorporated
    herein by reference to Exhibit 10.1 of our Current Report
    on
    Form 8-K,
    filed on July 7, 2006 (File
    No. 001-13927).10
.33.1

Amendment, dated as of August 3, 2006, to the Credit
    Agreement dated as of June 30, 2006, among CSK Auto, Inc.,
    the Lenders party thereto, JPMorgan Chase Bank, N.A., as
    Administrative Agent, and Lehman Commercial Paper Inc. and
    Wachovia Bank, National Association, as Co-Syndication Agents,
    incorporated by reference to Exhibit 10.50.1 of our Annual
    Report on
    Form 10-K,
    filed on May 1, 2007 (File
    No. 001-13927).10
.33.2

Second Amendment, dated as of April 27, 2007, to the Credit
    Agreement dated as of June 30, 2006, among CSK Auto, Inc.,
    the Lenders party thereto, JPMorgan Chase Bank, N.A., as
    Administrative Agent, and Lehman Commercial Paper Inc. and
    Wachovia Bank, National Association, as
    Co-Syndication
    Agents, incorporated by reference to Exhibit 10.50.2 of our
    Annual Report on
    Form 10-K,
    filed on May 1, 2007 (File
    No. 001-13927).10
.33.3

Third Amendment, dated as of October 10, 2007, to the
    Credit Agreement dated as of June 30, 2006 among CSK Auto,
    Inc., the Lenders party thereto, and JPMorgan Chase Bank, N.A.,
    as Administrative Agent, and Lehman Commercial Paper Inc. and
    Wachovia Bank, National Association, as
    Co-Syndication
    Agents, incorporated herein by reference to Exhibit 10.1 to
    our Current Report on
    Form 8-K,
    filed on October 15, 2007 (File
    No. 001-13927).10
.33.4

Fourth Amendment, dated as of December 18, 2007, to the
    Credit Agreement dated as of June 30, 2006 among CSK Auto,
    Inc., the Lenders party thereto, and JPMorgan Chase Bank, N.A.,
    as Administrative Agent, and Lehman Commercial Paper Inc. and
    Wachovia Bank, National Association, as
    Co-Syndication
    Agents, incorporated herein by reference to Exhibit 10.1 to
    our Current Report on
    Form 8-K,
    filed on December 26, 2007 (File
    No. 001-13927).10
.34

Form of Letter Agreement between CSK Auto Corporation and
    Maynard Jenkins amending March 18, 1999 Stock Option Grant,
    incorporated herein by reference to Exhibit 10.3 of our
    Current Report on
    Form 8-K,
    filed on April 18, 2007 (File
    No. 001-13927). 140




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##### Table of Contents



ExhibitNumber

Description of Exhibits10
.35

Form of Letter Agreement between CSK Auto Corporation and
    Maynard Jenkins amending December 21, 1999 Stock Option
    Grant, incorporated herein by reference to Exhibit 10.4 of
    our Current Report on
    Form 8-K,
    filed on April 18, 2007 (File
    No. 001-13927).10
.36

Form of Letter Agreement between CSK Auto Corporation and
    Maynard Jenkins amending April 5, 2002 Stock Option Grant,
    incorporated herein by reference to Exhibit 10.5 of our
    Current Report on
    Form 8-K,
    filed on April 18, 2007 (File
    No. 001-13927).10
.37

Form of Election Agreement between Optionee and CSK Auto
    Corporation, incorporated by reference to Exhibit 10.1 of
    our Current Report on
    Form 8-K
    filed on December 22, 2006 (File
    No. 001-13927).10
.38

Employment Agreement, dated as of June 8, 2007, by and
    between CSK Auto, Inc., and Lawrence N. Mondry, which includes
    the Form of Nonqualified Stock Option Contract between the
    Company and Lawrence N. Mondry regarding the June 13, 2007
    Inducement Award and the Form of Restricted Stock Unit Agreement
    between the Company and Lawrence N. Mondry regarding the
    June 13, 2007 Inducement Award, incorporated by reference
    to Exhibit 10.1 of our Current Report on
    Form 8-K,
    filed on June 13, 2007 (File
    No. 001-13927).10
.38.1*

First Amendment to Employment Agreement, dated as of
    June 8, 2007, by and between CSK Auto, Inc., and Lawrence
    N. Mondry.10
.39

Form of Contract for October 20, 2007 Stock Option Award to
    Lawrence Mondry, incorporated herein by reference to
    Exhibit 10.1 to our Current Report on
    Form 8-K,
    filed on October 24, 2007 (File
    No. 001-13927).10
.40

Form of Interim Executive Services Agreement between CSK Auto,
    Inc. and Tatum, LLC, incorporated by reference to
    Exhibit 10.1 of our Current Report on
    Form 8-K,
    filed on June 26, 2007 (File
    No. 001-13927).10
.41

Form of Indemnification Agreement for Interim Executive among
    CSK Auto Corporation, CSK Auto, Inc., CSKAUTO.COM, Inc. and
    Steven L. Korby, incorporated by reference to Exhibit 10.2
    of our Current Report on
    Form 8-K,
    filed on June 26, 2007 (File
    No. 001-13927).10
.42*

2008
    Cash-In-Lieu
    Bonus Plan.10
.42.1*

Form of Notice of Participation in 2008 Cash in Lieu Bonus
    Plan.10
.43*

Side Letter between CSK Auto, Inc., CSK Auto Corporation and
    Michael Bryk, dated March 31, 2008, regarding reimbursement
    for travel and temporary living expenses.10
.44*

Side Letter between CSK Auto, Inc., CSK Auto Corporation and
    James Constantine, dated March 31, 2008, regarding
    reimbursement for travel and temporary living expenses.10
.45*

Side Letter between CSK Auto, Inc., CSK Auto Corporation and
    Randi Morrison, dated March 31, 2008, regarding
    reimbursement for travel and temporary living expenses.10
.46*

Side Letter between CSK Auto, Inc., CSK Auto Corporation and
    Brian Woods, dated March 31, 2008, regarding reimbursement
    for travel, temporary living expenses, and relocation
    costs.10
.47*

2008 General and Administrative Staff Incentive Plan.10
.48*

2008 Executive Incentive Plan for Lawrence N. Mondry.21
.01*

Subsidiaries of the Company.23
.1*

Consent of PricewaterhouseCoopers LLP, Independent Registered
    Public Accounting Firm.24
.01*

Power of Attorney (included on signature page to this Annual
    Report).31
.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 2002.99
.01

Waiver, dated as of May 4, 2006, to Second Amended and
    Restated Credit Agreement, dated as of July 25, 2005, among
    CSK Auto, Inc., the lenders party thereto and JPMorgan Chase
    Bank, N.A., as administrative agent, incorporated herein by
    reference to Exhibit 99.2 of our Current Report on
    Form 8-K,
    filed on May 23, 2006 (File
    No. 001-13927). 141




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##### Table of Contents



ExhibitNumber

Description of Exhibits99
.01.1

Second Waiver, dated as of June 16, 2006, to the Second
    Amended and Restated Credit Agreement, dated as of July 25,
    2005, among CSK Auto, Inc., the Lenders party thereto, the
    Co-Syndication Agents and the Co-Documentation Agents party
    thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent,
    incorporated herein by reference to Exhibit 99.3 of our
    Current Report on
    Form 8-K,
    filed on June 19, 2006 (File
    No. 001-13927).99
.01.2

Third Waiver, dated as of June 11, 2007, to the Second
    Amended and Restated Credit Agreement, dated as of July 25,
    2005, among CSK Auto, Inc., the Lenders party thereto, the
    Co-Syndication Agents and the Co-Documentation Agents party
    thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent,
    incorporated herein by reference to Exhibit 99.1 of our
    Current Report on
    Form 8-K,
    filed on June 13, 2007 (File
    No. 001-13927).99
.01.3

Fourth Waiver, dated as of August 10, 2007, to the Second
    Amended and Restated Credit Agreement, dated as of July 25,
    2005, among CSK Auto, Inc., the Lenders party thereto, the
    Co-Syndication Agents and the Co-Documentation Agents party
    thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent,
    incorporated herein by reference to Exhibit 99.1 to our
    Current Report on
    Form 8-K,
    filed on August 13, 2007 (File
    No. 001-13927).     *
    
    Filed herewith.
    
    Executive compensation plans or arrangements. 142