##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, 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
    January 29, 2006.o

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

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

(I.R.S. Employer Identification
    No.)645 E. Missouri Ave.
    Suite 400
    Phoenix, Arizona(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
  o þ
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ




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##### 



TABLE OF
    CONTENTS
  PagePART IItem 1.


Business


7Item 1A.


Risk
    Factors


17Item 1B.


Unresolved Staff
    Comments


24Item 2.


Properties


24Item 3.


Legal
    Proceedings


26Item 4.


Submission of
    Matters to a Vote of Security Holders


28PART IIItem 5.


Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


28Item 6.


Selected Financial
    Data


30Item 7.


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


33Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


59Item 8.


Financial
    Statements and Supplementary Data


61Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


115Item 9A.


Controls and
    Procedures


115Item 9B.


Other
    Information


124PART IIIItem 10.


Directors and
    Executive Officers of the Registrant


124Item 11.


Executive
    Compensation


127Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


132Item 13.


Certain
    Relationships and Related Transactions


135Item 14.


Principal
    Accountant Fees and Services


135PART IVItem 15.


Exhibits and
    Financial Statement Schedules


137EX-10.29EX-10.50.1EX-10.50.2EX-21.1EX-31.1EX-31.2EX-32.1      Explanatory
    Note
  Form 10-Q. Form 10-K
 1




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Form 10-K Form 10-Q Form 10-K Form 10-Q
  Note Concerning
    Forward-Looking Information
    and/or
   2




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PART
    I
  Significant
    Events
    Audit
    Committee Investigation and Restatement of Consolidated
    Financial Statements
  Overview
    
    recording of improper accounting entries as directed by certain
    personnel;
    inappropriate override of, or interference with, existing
    policies, procedures and internal controls;
    withholding 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
 3




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Form 10-Qs
    follow-up follow-up
     4




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##### Table of Contents



Thirty-NineWeeks














CumulativeEnded














EffectOct. 30,


Fiscal Year


Through2005


2004


2003


2002


2001


FY2000(1)


Total(1)Net income (loss), as previously
    reported

$
31,620


$
36,881


$
(9,555
)

$
2,396


$
(33,189
)Change in net sales(1)

$
23,233


$
27,531


$
28,675


$
25,530


$
25,410Change in inventory and cost of
    sales


(11,726
)


(14,689
)


(25,296
)


(33,426
)


(57,887
)

$
(80,467
)

$
(93,112
)Change in vendor allowance
    recognition


10,445



18,725



(17,842
)


(21,615
)


(6,214
)


(11,915
)


(28,416
)Other adjustments


1,133



6,194



(4,478
)


3,608



(1,552
)


(13,394
)


(8,489
)Interest expense adjustments


(264
)


(391
)


(336
)


(122
)


(59
)






(1,172
)Total restatement adjustments


22,821



37,370



(19,277
)


(26,025
)


(40,302
)


(105,776
)


(131,189
)Income tax provision (benefit)


8,970



14,689



(6,884
)


(10,136
)


(15,331
)


(41,129
)


(49,821
)Impact of restatement items, net of
    taxes

$
13,851


$
22,681


$
(12,393
)

$
(15,889
)

$
(24,971
)

$
(64,647
)

$
(81,368
)Net income (loss), as restated

$
45,471


$
59,562


$
(21,948
)

$
(13,493
)

$
(58,160
)Earnings (loss) per share:Basic, as previously reported

$
0.71


$
0.81


$
(0.21
)

$
0.06


$
(1.17
)Impact of restatement items, net of
    taxes


0.31



0.49



(0.27
)


(0.39
)


(0.88
)Basic, as restated

$
1.02


$
1.30


$
(0.48
)

$
(0.33
)

$
(2.05
)Diluted, as previously reported

$
0.70


$
0.80


$
(0.21
)

$
0.06


$
(1.17
)Impact of restatement items, net of
    taxes


0.31



0.49



(0.27
)


(0.39
)


(0.88
)Diluted, as restated

$
1.01


$
1.29


$
(0.48
)

$
(0.33
)

$
(2.05
)    (1)
    It is not practical to determine
    the cumulative effect for net sales adjustments and the
    corresponding cost of sales amounts for reclassification
    adjustments for prior periods and they are also excluded from
    the total amounts presented, as they have no effect on net
    income (loss) or stockholders equity. 5




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Search
    for a New Chief Executive Officer
      Securities
    Class Action, Litigation, Shareholder Derivative Litigation
    and SEC Investigation
    Debt
    Financing
  Fiscal
    2005 Transactions
  3 8 3 8 3 8 5 8 5 8 3 8 5 8
  Fiscal
    2006 Refinancing
  3 8 3 8 5 8 5 8 3 4
 6




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##### Table of Contents



Amendment
    to Term Loan Facility
    Item 1.
    Business  General
      
    Checker Auto Parts, founded in 1969, with 442 stores in the
    Southwestern, Rocky Mountain and Northern Plains states and
    Hawaii;
    Schucks Auto Supply, founded in 1917, with 226 stores in
    the Pacific Northwest states and Alaska;
    Kragen Auto Parts, founded in 1947, with 493 stores primarily in
    California; and
    Murrays Discount Auto Stores, founded in 1972, with 112
    stores in the Midwest.     7




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same-day same-day next-day
    e-commerce e-commerce
  Form 10-Q Form 8-K www.cskauto.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 number of light vehicles coming off warranty, particularly
    leased vehicles, which we believe are often under-maintained
    and, therefore, may require higher than average maintenance and
    repair expenditures in the post-warranty period. 8




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Competitive
    Strengths and Strategies
    Leading Market Position in the Western United
    States.
    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    Sophisticated Store-Level Information and Distribution
    Systems.
 9




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Drive Customer Traffic and Increase Sales
    Base.
  Store
    Operations
   10




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##### Table of Contents



MurraysChecker


Schucks


Kragen


Discount


CompanyAuto Parts


Auto Supply


Auto Parts


Auto Parts


TotalCalifornia


1



2



475







478Washington






144











144Arizona


117















117Colorado


73















73Minnesota


57















57Michigan


1











51



52Utah


47















47Oregon






46











46Illinois














44



44Nevada


25







18







43Idaho


8



23











31New Mexico


28















28Wisconsin


28















28Texas


15















15Ohio














14



14Alaska






11











11Hawaii


11















11Montana


10















10Wyoming


10















10North Dakota


7















7South Dakota


4















4Indiana














3



3Total


442



226



493



112



1,273     Store
    Formats
   11




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##### Table of Contents



NumberStore Size

of Stores10,000 sq. ft. or greater


1798,000 
    9,999 sq. ft.


2406,000 
    7,999 sq. ft.


5845,000 
    5,999 sq. ft.


197Less than
    5,000 sq. ft.


771,277       Growth
    and Expansion Strategy
    
    opening new stores;
    relocating under-performing stores with expiring leases to
    better locations;
    expanding selected stores; and
    acquiring existing stores in new markets.   12




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Fiscal Year2005


2004


2003Beginning stores


1,134



1,114



1,109New stores


36



28



18Acquired stores


110







Relocated stores


8



9



7Closed stores (including relocated
    stores)


(11
)


(17
)


(20
)Ending stores


1,277



1,134



1,114Total new, acquired and relocated
    stores


154



37



25     Store
    Merchandising
    Purchasing
    E-3 E-3
  Commercial
    Sales Program
   13




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Advertising
  ®
  
    http://www.cskauto.com;
    http://www.checkerauto.com;
    http://www.schucks.com;
    http://www.kragen.com; and
    http://www.murraysdiscount.com.  Associates
      Competition
   14




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Trade
    Names, Service Marks and Trademarks
    Warehouse
    and Distribution
  put-to-light
  Seasonality
    Environmental
    Matters
   15




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##### Table of Contents



Executive
    Officers
      Name

Age

PositionMaynard Jenkins


64


Chairman, Chief Executive Officer
    and DirectorDale Ward


57


Executive Vice PresidentLarry Buresh


62


Senior Vice President and Chief
    Information OfficerLarry Ellis


52


Senior Vice President 
    LogisticsRandi V. Morrison


42


Senior Vice President, General
    Counsel and SecretaryJames B. Riley


55


Senior Vice President and Chief
    Financial OfficerJohn Saar


56


Senior Vice President of
    Commercial Sales   Dale Ward
 16




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##### Table of Contents



Larry Buresh
  Larry Ellis
  Randi V. Morrison
  James B. Riley
  John Saar
    Item 1A.
    Risk
    Factors    Risks
    Related to Our Internal Controls
  We
    have identified numerous 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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We
    have extensive work remaining to remedy the material weaknesses
    in our internal control over
    financial reporting.
    The
    continuing existence of numerous 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 Restatement of Financial Statements and
    Accounting Investigation
  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 and other
    lawsuits that may adversely affect our financial condition,
    results of operations and cash flows.
    Continuing
    negative publicity may adversely affect our
    business.
    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 (some of which are associated with
    national parts distributors or associations);
    automobile dealers; and
    mass merchandisers and discounters that carry automotive
    replacement parts, maintenance items and accessories. 19




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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;
    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 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.
    During 20




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periods of declining economic conditions, both DIY and DIFM
    customers may defer vehicle maintenance or repair.  
    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.    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.
   21




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##### Table of Contents



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 5 8 3 4
  Our
    failure to file our SEC reports by the deadlines contained in
    our borrowing agreements could have a material adverse effect on
    our financial condition and our ability to meet our debt
    obligations.
  3 4
 22




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##### Table of Contents



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 meeting 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;
    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; and
    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.    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;
    transferring or selling assets currently held by us;
    paying dividends;
    engaging in mergers, consolidations, or acquisitions; or
    engaging in other business activities.    3 4
 23




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##### Table of Contents



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 fiscal
    2006 and first quarter of fiscal 2007 periodic reports with the
    SEC, including the possibility our common stock will be delisted
    from trading on the New York Stock Exchange;
    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    Item 2.
    Properties    NumberofSquare


StoresFacility

Location

Area Served

Footage


ServedDistribution Centers:Distribution center(1)

Dixon, CA

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


325,500



524Distribution center(2)

Phoenix, AZ

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


273,520



545Office, warehouse and
    distribution center

Mendota Heights, MN

Michigan, Minnesota, North Dakota,
    South Dakota, Wisconsin


124,783



92Office, warehouse and
    distribution center(3)

Belleville, MI

Illinois, Indiana, Michigan, Ohio


352,009



112 24




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##### Table of Contents



NumberofSquare


StoresFacility

Location

Area Served

Footage


ServedWarehouse(4)

Phoenix, AZ

Arizona


69,388



4Corporate Facilities:Corporate office

Phoenix, AZ

All


117,276



Corporate Warehouse and
    mail center

Phoenix, AZ

Arizona, Colorado, Washington


52,087



Regional Distribution
    Centers:Regional distribution center(5)

Auburn, WA

Washington, Oregon, Idaho, Alaska


160,087



215Regional distribution center

Aurora, CO

Colorado, Wyoming, South Dakota


34,800



87Regional distribution center

Clearfield, UT

Colorado, Utah, Idaho, Wyoming,
    Montana, Oregon


60,000



75Regional distribution center

Commerce, CA

California


75,000



208Returns Centers:Returns center(6)

Phoenix, AZ

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


69,796



545Returns center

West Sacramento, CA

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


65,400



513     (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)
    
    We are nearly finished with an 80,000 square foot expansion
    of our Phoenix, Arizona distribution center. We expect this
    expansion to be completed during Spring 2007.(3)
    
    The distribution center in Belleville is approximately
    285,000 square feet and currently services 112 stores. This
    distribution facility has the capacity to service approximately
    400 stores.(4)
    
    The lease on this warehouse was terminated in November 2006.(5)
    
    The lease on this regional distribution center expires in
    December 2007. This facility will relocate in January 2008 to a
    new 81,761 square foot facility also located in Auburn, WA.(6)
    
    Expanded to current square footage in September 2005 from
    20,400 square feet.    Number ofYears

Stores2006 - 2007


302008 - 2009


682010 - 2011


432012 - 2020


4572021 - 2030


5832031 - thereafter


951,276    25




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##### Table of Contents



Item 3.
    Legal
    Proceedings  Securities
    Class Action Litigation
  Communications Workers of America Plan for Employees Pensions
    and Death Benefits v. CSK Auto Corporation,
    et al. 06-1503 Communications Workers Wilfred
    Fortier v. CSK Auto Corporation, et al. 06-1580 Communications Workers Rule 10b-5,
  Shareholder
    Derivative Litigation
    SEC
    Investigation
   26




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Other
    Litigation
         27




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Item 4.
    Submission
    of Matters to a Vote of Security Holders       PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Price and Dividends
      Price Range ofCommon StockHigh


LowFiscal 2006:First Quarter

$
16.84


$
12.23Second Quarter


13.29



10.71Third Quarter


15.90



10.62Fourth Quarter


17.27



15.17Fiscal 2005:First Quarter

$
17.65


$
15.26Second Quarter


18.85



15.31Third Quarter


19.20



13.96Fourth Quarter


15.95



14.11Fiscal 2004:First Quarter

$
20.10


$
16.10Second Quarter


19.00



13.51Third Quarter


15.00



11.42Fourth Quarter


16.90



14.58    28




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3 4
   29




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Fiscal Year(1)2005


2004


2003


2002


2001(In thousands, except per share amounts and selected store
    data)(Restated) (2)Statement of Operations
    DataNet sales

$
1,651,285


$
1,604,991


$
1,606,731


$
1,532,176


$
1,463,995Cost of sales(3)(4)


864,674



839,564



904,090



890,339



877,549Gross profit


786,611



765,427



702,641



641,837



586,446Operating and administrative(4)


653,471



629,309



624,557



591,090



584,139Store closing costs(5)


2,903



2,229



12,522



5,026



22,392Legal settlement


















2,000Goodwill amortization(6)


















4,807Operating profit (loss)


130,237



133,889



65,562



45,721



(26,892
)Interest expense


33,599



33,851



52,754



63,666



62,871Loss on debt retirement(7)


1,600



1,026



49,494



6,008



5,101Income (loss) before income taxes


95,038



99,012



(36,686
)


(23,953
)


(94,864
)Income tax expense (benefit)


37,248



39,450



(14,738
)


(10,460
)


(36,704
)Net income (loss)

$
57,790


$
59,562


$
(21,948
)

$
(13,493
)

$
(58,160
)Basic earnings (loss) per share

$
1.30


$
1.30


$
(0.48
)

$
(0.33
)

$
(2.05
)Diluted earnings (loss) per share

$
1.29


$
1.29


$
(0.48
)

$
(0.33
)

$
(2.05
)Shares used in computing basic per
    share amounts


44,465



45,713



45,658



40,635



28,391Shares used in computing diluted
    per share amounts


44,812



46,002



45,658



40,752



28,391Other DataCommercial sales(8)

$
296,159


$
270,812


$
271,397


$
272,208


$
268,577Selected Store DataNumber of stores (end of period)


1,277



1,134



1,114



1,109



1,130Percentage increase (decrease) in
    comparable store net sales(9)



%


−1
%


6
%


7
%


1
%Balance Sheet Data (end of
    period)Cash and cash equivalents

$
17,964


$
56,229


$
36,982


$
15,273


$
16,084Total assets


1,140,034



957,151



969,588



941,691



950,640Total debt (including current
    maturities)


577,594



508,877



534,654



536,332



678,816Stockholders equity (deficit)


156,157



120,139



81,497



84,759



(27,864
)    30




---



##### Table of Contents



Notes to
    Selected Financial Data
  (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.(2)
    
    As set forth below, we have restated our previously reported
    annual financial statements to correct certain errors and
    irregularities in our accounting for net sales, inventory and
    cost of sales, vendor allowances and other items as discussed in
    Item 7, Managements Discussion and Analysis of
    Financial Condition and Results of Operations and in
    Note 1  Restatement of Consolidated Financial
    Statements to our consolidated financial statements included in
    Item 8 in this Annual Report.  Fiscal Year2004


2003


2002


2001(In thousands, except per share amounts)Statement of Operations
    DataNet sales, as previously reported

$
1,577,460


$
1,578,056


$
1,506,646


$
1,438,585Adjustment to net sales for core
    returns


32,894



32,829



31,348



29,935Reclassification to net sales for
    rebates


(5,368
)


(4,567
)


(5,200
)


(4,650
)Adjustment to net sales for sales
    returns


5



413



(618
)


125Net sales, as restated

$
1,604,991


$
1,606,731


$
1,532,176


$
1,463,995Cost of sales, as previously
    reported

$
843,600


$
860,952


$
835,298


$
813,448Change in inventory and cost of
    sales


14,689



25,296



33,426



57,887Change in vendor allowance
    recognition


(18,725
)


17,842



21,615



6,214Cost of sales, as restated

$
839,564


$
904,090


$
890,339


$
877,549Gross profit, as previously reported

$
733,860


$
717,104


$
671,348


$
625,137Change in net sales, inventory and
    cost of sales


12,842



3,379



(7,896
)


(32,477
)Change in vendor allowance
    recognition


18,725



(17,842
)


(21,615
)


(6,214
)Gross profit, as restated

$
765,427


$
702,641


$
641,837


$
586,446Operating profit, as previously
    reported

$
96,128


$
84,503


$
71,624


$
13,351Change in net sales, inventory and
    cost of sales


12,610



2,756



(8,124
)


(33,105
)Change in vendor allowance
    recognition


18,725



(17,842
)


(21,615
)


(6,214
)Other adjustments


6,426



(3,855
)


3,836



(924
)Operating profit (loss), as restated

$
133,889


$
65,562


$
45,721


$
(26,892
)Interest expense, as previously
    reported

$
33,460


$
52,418


$
63,544


$
62,812Other adjustments


391



336



122



59Interest expense, as restated

$
33,851


$
52,754


$
63,666


$
62,871Net income (loss), as previously
    reported

$
36,881


$
(9,555
)

$
2,396


$
(33,189
)Change in net sales, inventory and
    cost of sales, net of tax


7,386



1,772


$
(4,960
)


(20,512
)Change in vendor allowance
    recognition, net of tax


10,968



(11,471
)

$
(13,197
)


(3,850
)Other adjustments, net of tax


4,327



(2,694
)


2,268



(609
)Net income (loss), as restated

$
59,562


$
(21,948
)

$
(13,493
)

$
(58,160
)Earnings (loss) per share:Basic, as previously reported

$
0.81


$
(0.21
)

$
0.06


$
(1.17
)Change in net sales, inventory and
    cost of sales, net of tax


0.16



0.04



(0.12
)


(0.72
)Change in vendor allowance
    recognition, net of tax


0.24



(0.25
)


(0.33
)


(0.14
)Other adjustments, net of tax


0.09



(0.06
)


0.06



(0.02
)Basic, as restated

$
1.30


$
(0.48
)

$
(0.33
)

$
(2.05
) 31




---



##### Table of Contents



Fiscal Year2004


2003


2002


2001(In thousands, except per share amounts)Diluted, as previously reported

$
0.80


$
(0.21
)

$
0.06


$
(1.17
)Change in net sales, inventory and
    cost of sales, net of tax


0.16



0.04



(0.12
)


(0.72
)Change in vendor allowance
    recognition, net of tax


0.24



(0.25
)


(0.33
)


(0.14
)Other adjustments, net of tax


0.09



(0.06
)


0.06



(0.02
)Diluted, as restated

$
1.29


$
(0.48
)

$
(0.33
)

$
(2.05
)Balance Sheet
    DataTotal cash and cash equivalents, as
    previously reported

$
56,548


$
37,221


$
15,519


$
16,084Other adjustments


(319
)


(239
)


(246
)


Total cash and cash equivalents, as
    restated

$
56,229


$
36,982


$
15,273


$
16,084Total assets, as previously reported

$
1,042,118


$
1,047,992


$
1,015,503


$
1,012,303Change in inventory and cost of
    sales


(99,587
)


(100,301
)


(104,037
)


(96,952
)Change in vendor allowance
    recognition


(36,374
)


(52,004
)


(34,342
)


(15,497
)Other adjustments


50,994



73,901



64,567



50,786Total assets, as restated

$
957,151


$
969,588


$
941,691


$
950,640Total debt, as previously reported

$
497,313


$
526,726


$
530,453


$
676,414Other adjustments


11,564



7,928



5,879



2,402Total debt, as restated

$
508,877


$
534,654


$
536,332


$
678,816Total stockholders equity, as
    previously reported

$
214,284


$
198,411


$
189,387


$
60,907Change in inventory


(106,332
)


(118,940
)


(121,696
)


(113,572
)Change in vendor allowance
    recognition


(38,860
)


(57,586
)


(39,744
)


(18,129
)Other adjustments


(7,548
)


(13,672
)


(9,588
)


(13,528
)Income tax benefit


58,595



73,284



66,400



56,458Total stockholders equity
    (deficit), as restated

$
120,139


$
81,497


$
84,759


$
(27,864
)   (3)
    
    In July 2001, we implemented a Profitability Enhancement Program
    (PEP) to reduce costs, improve operating
    efficiencies and close under-performing stores. In fiscal 2001,
    we incurred $23.1 million of charges to cost of sales to
    review and dispose of excess inventories identified during our
    PEP.(4)
    
    In March 2003, the Emerging Issues Task Force (EITF)
    of the Financial Accounting Standards Board (FASB)
    reached consensus on certain matters discussed in EITF
    No. 02-16,
    Accounting by a Customer (including a Reseller) for Certain
    Consideration Received from a Vendor.  EITF
    No. 02-16 states
    that allowances provided by vendors are presumed to be a
    reduction in the costs of purchasing inventories (to be
    recognized in inventory and cost of sales), except for that
    portion that is a reimbursement for costs incurred to sell the
    vendors products. In order to qualify as a reimbursement,
    the costs must be specific, identifiable and incremental, to be
    recognized as a reduction to operating and administrative
    expenses. Under previous accounting guidance, we accounted for
    all non-performance based vendor allowances as a reduction of
    inventory cost and allocated performance-based vendor allowances
    as a reduction of advertising expense or cost of goods sold, as
    appropriate, in the period the expense was incurred. During the
    first quarter of fiscal 2003, we adopted the provisions of EITF
    No. 02-16
    and implemented a policy of recognizing all cooperative
    advertising arrangements and other vendor allowances as
    reductions of product costs, unless we are specifically required
    to substantiate costs incurred to the vendor and do so in the
    normal course of business. For fiscal 2002 and 2001 vendor
    allowances totaling approximately $19.2 million and
    $20.0 million, respectively, were classified as a reduction
    to advertising expense (in operating and administrative expense)
    rather than as a reduction to cost of sales as currently
    required by EITF No.
    02-16.(5)
    
    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
    EITF 94-3
    and the establishment of a new closed store reserve on the basis
    of our change in exit strategy in accordance with the guidance
    in SFAS No. 146. See discussion under Store Closures
    in Item 7, Managements Discussion and 32




---



##### Table of Contents



Analysis of Financial Condition and Results of Operations.
    During fiscal 2001, we incurred $21.5 million of charges
    related to our PEP.(6)
    
    Consistent with our adoption of Statement of Financial
    Accounting Standard (SFAS) No. 142, Goodwill
    and Other Intangible Assets, we no longer incur any goodwill
    amortization for fiscal years subsequent to fiscal 2001.(7)
    
    The $1.6 million loss on debt retirement resulted from the
    write-off in the second quarter of 2005 of certain deferred
    financing fees associated with our former credit facility, which
    was repaid in full as part of a refinancing completed in August
    2005. 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. During fiscal 2002, we sold shares
    of our common stock in an underwritten public offering and used
    proceeds from the sale of those shares to retire approximately
    $71.7 million of our 11% senior subordinated notes,
    resulting in a loss on debt retirement of $6.0 million.
    During fiscal 2001, we recorded a loss on debt retirement of
    $5.1 million, which reflected the write-off of unamortized
    deferred financing costs associated with a previously existing
    senior credit facility. See discussions in Item 7,
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations  Liquidity and
    Capital Resources.(8)
    
    Represents sales to commercial accounts, including sales from
    stores without commercial sales centers. Amounts presented for
    years prior to fiscal 2005 were restated to reflect the impact
    of restatement adjustments on commercial sales. Amounts were
    increased by year as follows: fiscal 2004, $10.0 million;
    fiscal 2003, $10.6 million; fiscal 2002, $9.4 million;
    and fiscal 2001, $9.5 million.(9)
    
    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. Therefore, sales for the first 12 months a
    new store is open are not included in the comparable store
    calculation. Relocations are included in comparable store net
    sales from the date of opening.  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.
  General
       33




---



##### Table of Contents




    Fiscal 2005 means the 52 weeks ended January 29, 2006;
    Fiscal 2004 means the 52 weeks ended January 30,
    2005; and
    Fiscal 2003 means the 52 weeks ended February 1, 2004.    
    Checker Auto Parts, founded in 1969, with 442 stores in the
    Southwestern, Rocky Mountain and Northern Plains states and
    Hawaii;
    Schucks Auto Supply, founded in 1917, with 226 stores in
    the Pacific Northwest and Alaska;
    Kragen Auto Parts, founded in 1947, with 493 stores primarily in
    California; and
    Murrays Discount Auto Stores, founded in 1972, with 112
    stores in the Midwest.      Significant
    Events
    Audit
    Committee Investigation and Restatement of the Consolidated
    Financial Statements
  Overview
   34




---



##### Table of Contents




    recording of improper accounting entries as directed by certain
    personnel;
    inappropriate override of, or interference with, existing
    policies, procedures and internal controls;
    withholding 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-Qs
 35




---



##### Table of Contents



follow-up follow-up
         36




---



##### Table of Contents



Thirty-NineWeeks














CumulativeEnded














EffectOct. 30,


Fiscal Year


Through2005


2004


2003


2002


2001


FY2000(1)


Total(1)Net income (loss), as previously
    reported

$
31,620


$
36,881


$
(9,555
)

$
2,396


$
(33,189
)Change in net sales(1)

$
23,233


$
27,531


$
28,675


$
25,530


$
25,410Change in inventory and cost of
    sales


(11,726
)


(14,689
)


(25,296
)


(33,426
)


(57,887
)

$
(80,467
)

$
(93,112
)Change in vendor allowance
    recognition


10,445



18,725



(17,842
)


(21,615
)


(6,214
)


(11,915
)


(28,416
)Other adjustments


1,133



6,194



(4,478
)


3,608



(1,552
)


(13,394
)


(8,489
)Interest expense adjustments


(264
)


(391
)


(336
)


(122
)


(59
)






(1,172
)Total restatement adjustments


22,821



37,370



(19,277
)


(26,025
)


(40,302
)


(105,776
)


(131,189
)Income tax provision (benefit)


8,970



14,689



(6,884
)


(10,136
)


(15,331
)


(41,129
)


(49,821
)Impact of restatement items, net of
    taxes

$
13,851


$
22,681


$
(12,393
)

$
(15,889
)

$
(24,971
)

$
(64,647
)

$
(81,368
)Net income (loss), as restated

$
45,471


$
59,562


$
(21,948
)

$
(13,493
)

$
(58,160
)Earnings (loss) per share:Basic, as previously reported

$
0.71


$
0.81


$
(0.21
)

$
0.06


$
(1.17
)Impact of restatement items, net of
    taxes


0.31



0.49



(0.27
)


(0.39
)


(0.88
)Basic, as restated

$
1.02


$
1.30


$
(0.48
)

$
(0.33
)

$
(2.05
)Diluted, as previously reported

$
0.70


$
0.80


$
(0.21
)

$
0.06


$
(1.17
)Impact of restatement items, net of
    taxes


0.31



0.49



(0.27
)


(0.39
)


(0.88
)Diluted, as restated

$
1.01


$
1.29


$
(0.48
)

$
(0.33
)

$
(2.05
)     (1)
    
    It is not practical to determine
    the cumulative effect for net sales adjustments and the
    corresponding cost of sales amounts for reclassification
    adjustments for prior periods and they are also excluded from
    the total amounts presented, as they have no effect on net
    income (loss) or stockholders equity.    Net
    sales restatement adjustments
   37




---



##### Table of Contents



Thirty-NineWeeks














CumulativeEnded














EffectOct. 30,


Fiscal Year


Through2005


2004


2003


2002


2001


FY2000(1)


Total(1)Net sales
    adjustments(1)Core returns from customers

$
25,885


$
32,894


$
32,829


$
31,348


$
29,935Rebates to customers


(2,469
)


(5,368
)


(4,567
)


(5,200
)


(4,650
)Allowance for sales returns


(183
)


5



413



(618
)


125Change in net sales

$
23,233


$
27,531


$
28,675


$
25,530


$
25,410Cost of sales related to net
    sales adjustmentsCore returns from customers

$
(25,885
)

$
(32,894
)

$
(32,829
)

$
(31,348
)

$
(29,935
)Rebates to customers


2,469



5,368



4,567



5,200



4,650Allowance for sales returns


(146
)


(48
)


(285
)


310



27


$
(5,924
)

$
(5,349
)Change in cost of sales related to
    net sales adjustments


(23,562
)


(27,574
)


(28,547
)


(25,838
)


(25,258
)


(5,924
)


(5,349
)     (1)
    
    Cumulative effect excludes net
    sales adjustments and the corresponding cost of sales amounts
    for reclassification adjustments for prior periods as it is not
    practical to determine it and it has no effect on
    stockholders equity.  38




---



##### Table of Contents



Thirty-NineWeeks














CumulativeEnded














EffectOct. 30,


Fiscal Year


Through2005


2004


2003


2002


2001


FY2000


TotalOther cost of sales adjustmentsShrink adjustments


17



9,648



9,637



3,255



(18,523
)


(13,180
)


(9,146
)In-transit inventory


551



31



(460
)


(4,347
)


(3,180
)


(21,042
)


(28,447
)General ledger adjustments


1,960



2,418



(3,185
)


(1,926
)


(5,015
)


(7,922
)


(13,340
)Warranty cost adjustments


6,027



2,291



1,041



(3,858
)


(7,419
)


(11,081
)


(12,999
)Overhead cost capitalization


1,764



1,788



(302
)


(725
)


1,631



(18,260
)


(14,434
)Other


1,517



(3,291
)


(3,480
)


13



(123
)


(3,058
)


(9,397
)Change in cost of sales

$
(11,726
)

$
(14,689
)

$
(25,296
)

$
(33,426
)

$
(57,887
)

$
(80,467
)

$
(93,112
)   Inventory
    and cost of sales restatement adjustments
      Vendor
    allowance restatement adjustments
   39




---



##### Table of Contents



Thirty-NineWeeks














CumulativeEnded














EffectOct. 30,


Fiscal Year


Through2005


2004


2003


2002


2001


FY2000


TotalChange in vendor allowance
    recognition

$
10,445


$
18,725


$
(17,842
)

$
(21,615
)

$
(6,214
)

$
(11,915
)

$
(28,416
)   Other
    restatement adjustments
    Thirty-NineWeeks














CumulativeEnded














EffectOct. 30,


Fiscal Year


Through2005


2004


2003


2002


2001


FY2000


TotalOperating lease expense

$
3,119


$
1,900


$
1,403


$
611


$
(214
)

$
(238
)

$
6,581Depreciation expense


(1,856
)


(1,892
)


(1,215
)


(663
)


(71
)






(5,697
)Store fixtures and supplies


(167
)


(825
)


117



428



(1,175
)


(4,805
)


(6,427
)Employee compensation and benefits


(713
)


7,162



(5,230
)


242



(1,758
)


(881
)


(1,178
)Casualty insurance expense






524



752



3,537



2,101



(7,166
)


(252
)Other


750



(675
)


(305
)


(547
)


(435
)


(304
)


(1,516
)Total

$
1,133


$
6,194


$
(4,478
)

$
3,608


$
(1,552
)

$
(13,394
)

$
(8,489
)Capital lease interest expense


(467
)


(609
)


(427
)


(291
)


(59
)






(1,853
)Other interest expense


203



218



91



169











681Total

$
(264
)

$
(391
)

$
(336
)

$
(122
)

$
(59
)

$



$
(1,172
)   Overview
    of Operations
  Fiscal
    2005 Financing Transactions
  3 8 3 8 5 8
 40




---



##### Table of Contents



3 8 5 8
  Fiscal
    2006 Refinancing
  3 8 5 8 5 8 3 4
    Review of
    Operations
    Fiscal Year EndedJanuary 29,


January 30,


February 1,2006


2005


2004(Restated)


(Restated)Net sales


100.0
%


100.0
%


100.0
%Cost of sales


52.4
%


52.3
%


56.3
%Gross profit


47.6
%


47.7
%


43.7
%Other costs and expenses:Operating and administrative


39.6
%


39.2
%


38.9
%Store closing costs


0.2
%


0.1
%


0.8
%Operating profit


7.9
%


8.3
%


4.1
%Interest expense


2.0
%


2.1
%


3.3
%Loss on debt retirement


0.1
%


0.1
%


3.1
%Income (loss) before income taxes


5.8
%


6.2
%


(2.3
)%Income tax expense (benefit)


2.3
%


2.5
%


(0.9
)%Net income (loss)


3.5
%


3.7
%


(1.4
)%   Preliminary
    Fiscal 2006 Results
   41




---



##### Table of Contents



Fiscal
    2005 Compared with Fiscal 2004; Fiscal 2004 Compared with Fiscal
    2003
    Net
    Sales
    Net Sales and Sales DataFiscal Year EndedJanuary 29,


January 30,


February 1,2006


2005


2004(Restated)


(Restated)Retail sales

$
1,355,126


$
1,328,312


$
1,329,477Commercial sales


296,159



270,812



271,397Other sales






5,867



5,857Total net sales

$
1,651,285


$
1,604,991


$
1,606,731Sales growth  retail
    sales


0.2
%


0.0
%


5.9
%Sales growth 
    commercial sales


9.4
%


0.0
%


(0.7
)%Sales growth 
    comparable retail stores


(1.6
)%


(1.2
)%


6.0
%Sales growth 
    comparable commercial stores


8.1
%


1.8
%


4.8
%Number of stores open (at end of
    fiscal year)


1,277



1,134



1,114    42




---



##### Table of Contents



Gross
    Profit
        Operating
    and Administrative Expenses
   43




---



##### Table of Contents



Store
    Closing Costs
      EITF 94-3
  Interest
    Expense
      Loss
    on Debt Retirement
        Income
    Tax Expense
   44




---



##### Table of Contents



Liquidity
    and Capital Resources
    3 4
  Fiscal
    2005 Transactions
  3 8 3 8 5 8 3 8 5 8
  33/8% Notes
  3 8 3 8 3 8 3 8
 45




---



##### Table of Contents



3 8 3 8
  Terms


33/8% NotesInterest Rate


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


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


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


August 15, 2025Guaranteed by


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


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


$4.8 millionAuto will not be able to redeem
    notes


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


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


Equal to 100% of the principal
    amount plus any accrued and unpaid interest and additional
    interest, if any, to, but not including, the redemption date   Recent
    Events:
    33/8% Notes
  3 8 3 8 3 8 3 8 3 8
  Senior
    Credit Facility
   46




---



##### Table of Contents



Recent
    Events: Senior Credit Facility
    45/8% Notes
  5 8 5 8
  5 8 5 8 5 8
  Terms


45/8% NotesInterest Rate


4.625% per year until
    December 15, 2010; 4.375% thereafterExchange Rate


49.8473 shares per $1,000
    principal (equivalent to an initial exchange price of
    approximately $20.06 per share)Maximum CSK shares exchangeable


4,984,730 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 basis  47




---



##### Table of Contents



Terms


45/8% NotesDates 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   5 8
  
    During any fiscal quarter (and only during that fiscal quarter)
    commencing after January 29, 2006, if the last reported
    sale price of our common stock 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
    45/8% 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
    45/8% Notes
    were issued.  5 8 5 8 5 8 5 8
  5 8
  Recent
    Events:
    45/8% Notes
  5 8 5 8 5 8 5 8 3 4 5 8 3 4 5 8
 48




---



##### Table of Contents



paid-in-capital
  Recent
    Events: 7% Notes and Term Loan Facility
    3 8
    Analysis
    of Cash Flows
  Operating
    Activities
     49




---



##### Table of Contents



Investing
    Activities
        Financing
    Activities
  3 8 5 8
    Off-Balance
    Sheet Arrangements and Contractual Obligations
   50




---



##### Table of Contents



Recent
    Events
  3 8 5 8 5 8
  As of





As ofJanuary 29, 2006

Borrowings

Paydowns

February 4, 2007Long-term debt

$
549,988


$
350,000


$
(385,584
)

$
514,404     Payments Due by Fiscal YearTotal

2007-2008

2009-2010

ThereafterLong-term debt(1)

$
514,404



$8,096


$
160,292


$
346,016Interest on long-term debt(2)


219,950



88,002



82,959



48,989     (1)
    
    Fiscal 2007 and thereafter reflect payments due on our long-term
    debt outstanding at the end of fiscal 2006. Our
    $350.0 million balance on our Term Loan Facility requires
    quarterly installments of 0.25% of the aggregate principal
    amount of the Term Loans beginning December 31, 2006 with
    the balance due on June 30, 2012. The $52.0 million
    balance on our Senior Credit Facility at the end of fiscal 2006
    was assumed to be outstanding until the facility maturity date
    in July 2010. Our
    63/4%
    Notes were assumed to be redeemed on December 15, 2010,
    which is the first date the note holders can require us to
    repurchase them.(2)
    
    Fiscal 2007 and thereafter reflect interest payments on our
    long-term debt outstanding as of the end of fiscal 2006.
    Interest on our
    63/4% Notes
    was calculated at the amended interest rate of
    63/4%
    plus 50 basis points of additional interest we are
    currently paying to December 23, 2007. Interest on the
    Senior Credit Facility balance was calculated at the actual rate
    of 6.875% at the end of fiscal 2006. Interest on the Term
    Loan Facility was calculated at the actual rate of 8.375%
    at the end of fiscal 2006.    Payments Due by Fiscal Year2007-


2009-Contractual Obligation

Total


2006


2008


2010


ThereafterCapital lease obligations

$
31,669


$
11,617


$
14,127


$
5,123


$
802Operating lease obligations(3)


761,396



138,350



229,951



150,692



242,403Other(4)


77,383



18,735



37,470



21,178



Total contractual obligations

$
870,448


$
168,702


$
281,548


$
176,993


$
243,205   (3)
    
    Operating lease obligations are not reduced to reflect sublease
    income.(4)
    
    Includes a service contract and other obligations.  Store
    Closures
   51




---



##### Table of Contents



Accounting for Costs Associated with
    Exit or Disposal Activities.
        Fiscal Year EndedJanuary 29,


January 30,


February 1,2006


2005


2004(Restated)


(Restated)Balance, beginning of year

$
7,774


$
12,001


$
4,422Store closing costs:Adjustment of allowance to reflect
    change in exit strategy under SFAS No. 146










12,203Provision for store closing costs


246



285



5Other revisions in estimates


1,505



604



314Accretion


420



552



Operating expenses and other


732



788



Store closing costs


2,903



2,229



12,522Purchase accounting adjustments:Murrays Discount Auto Stores


324







Payments:Rent expense, net of sublease
    recoveries


(2,227
)


(2,895
)


(3,303
)Occupancy and other expenses


(740
)


(787
)


(859
)Sublease commissions and buyouts


(1,001
)


(2,774
)


(781
)Total payments


(3,968
)


(6,456
)


(4,943
)Balance, end of year

$
7,033


$
7,774


$
12,001  52




---



##### Table of Contents



No. 94-3, Liability Recognition for Certain Employee Termination
    Benefits and Other Costs to Exit an Activity (Including Certain
    Costs Incurred in a Restructuring),
  EITF 94-3.
    Factors
    Affecting Liquidity and Capital Resources
  Sales
    Trends
    Inflation
    Debt
    Covenants
   53




---



##### Table of Contents



3 4
  Credit
    Ratings
    Description of Debt

Moodys Rating

Standard & PoorsSenior Credit Facility






Term Loan Facility


Ba3



B+63/4% Notes


Ba3



B−       Interest
    Rates
  3 8 5 8 5 8
   54




---



##### Table of Contents



Critical
    Accounting Matters
  and/or
  Inventory
    Valuation
  First-in,
  
    We reduce the FIFO carrying value of our inventory for estimated
    loss due to shrinkage since the most recent physical inventory.
    Our store shrinkage estimates are determined by dividing the
    shrinkage loss based on the most recent physical inventory by
    the sales for that store since its previous physical inventory.
    That percentage is multiplied by sales since the last physical
    inventory through period end. Our shrinkage expense for fiscal
    2005, 2004 and 2003 was approximately $28.8 million,
    $20.8 million (restated) and $32.7 million (restated),
    respectively. While the shrinkage accrual is based on recent
    experience, there is a risk that actual losses will be higher or
    lower than expected.
    In certain instances, we retain the right to return obsolete and
    excess merchandise inventory to our vendors. In situations where
    we do not have a right to return, we record an allowance
    representing an estimated loss for the difference between the
    cost of any obsolete or excess inventory and the estimated
    retail selling price. Inventory levels and margins earned on all
    products are monitored monthly. Quarterly, we make an assessment
    if we expect to sell any significant amount of inventory below
    cost and, if so, estimate the amount of allowance to record.  Warranty
   55




---



##### Table of Contents



Fiscal Year EndedJanuary 29,


January 30,


February 1,2006


2005


2004(Restated)


(Restated)Warranty reserves, beginning of
    period

$
2,918


$
3,269


$
2,666Provision for warranty


2,765



3,234



4,143Warranty allowances from vendors


(2,305
)


(2,309
)


(2,651
)Reserves utilized


(798
)


(1,276
)


(889
)Warranty reserves, end of period

$
2,580


$
2,918


$
3,269   Deferred
    Tax Assets
    Legal
    Matters
      Self-Insurance
    Reserves
   56




---



##### Table of Contents



Store
    Closing Costs
        Valuation
    of Long-lived Assets
    Goodwill
    Impairment
  Goodwill and Other Intangible Assets
  Recent
    Accounting Pronouncements
  Accounting
    Changes and Error Corrections Accounting
    Changes Reporting Accounting
    Changes in Interim Financial
    Statements.
 57




---



##### Table of Contents



Accounting for Conditional Asset Retirement Obligations Accounting for Asset Retirement
    Obligations and/or
  Share-Based
    Payment. Accounting for Stock
    Issued to Employees as amended
       58




---



##### Table of Contents



Inventory Costs  an amendment of ARB No. 43,
    Chapter 4
  Accounting for Uncertainty in Income Taxes Accounting for Income Taxes.
  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk        AverageInterest


Fixed orDebt Facility

Balance


Rate


Variable(in U.S. dollars)Senior credit facility 
    matures July 2010

$
94,000



4.7
%

Variable7% senior subordinated
    notes  matures January 2014 - $217,514 fair value


225,000



7.1
%*

Fixed/
    VariableFair market value of rate swap on
    $100.0 million of 7% senior subordinated notes
    (SFAS No. 133 hedge accounting adjustment)**


(6,721
)





Variable3.375% senior exchangeable
    notes  matures August 2025


125,000



3.375
%

Fixed4.625% senior exchangeable
    notes  matures December 2025


100,000



4.625
%

FixedSeller financing arrangements


12,709



Various


FixedTotal debt (excludes capital
    leases)

$
549,988     *
    
    The coupon rate of these notes is 7%; however the effective
    interest rate is 7.1% due to the increase in interest expense
    resulting from the interest rate swap. 59




---



##### Table of Contents



**
    
    This interest rate swap agreement was terminated in fiscal 2006
    for a payment of $11.1 million, $10.4 million of which
    represented a fair value liability and $0.7 million of
    which represented accrued interest.  3 8 5 8 3 4
 60




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data    Report of
    Independent Registered Public Accounting Firm
   
    Consolidated
    financial statements and financial statement
    schedules
      Internal
    control over financial reporting
  Internal Control  Integrated
    Framework
   61




---



##### Table of Contents



1)
    Control Environment:  The Company did
    not maintain an effective control environment based on the
    criteria established in the COSO framework. The Company failed
    to design controls to prevent or detect instances of
    inappropriate override of, or interference with, existing
    policies, procedures and internal controls. The Company did not
    establish and maintain a proper tone as to internal control over
    financial reporting. More specifically, senior management failed
    to emphasize, through consistent communication and behavior, the
    importance of internal control over financial reporting and
    adherence to the Companys code of business conduct and
    ethics, which, among other things, resulted in information being
    withheld from, and improper explanations and inadequate
    supporting documentation being provided to, the Companys
    Audit Committee, its Board of Directors, its internal auditors
    and independent registered public accountants. In addition,
    certain members of senior management created an environment that
    discouraged employees from raising accounting related concerns
    and suppressed accounting related inquiries that were made.    a)
    Accounting for Inventory  The
    Companys lack of effective controls did not prevent or
    detect the inappropriate override of established procedures
    regarding the adjustment of inventories for the results of
    annual physical inventory counts at each of the Companys
    distribution centers, warehouses and stores. In addition, the
    Companys lack of effective controls did not prevent or
    detect inappropriate and inaccurate accumulations of inventory
    balances in in-transit accounts (i.e., store returns to
    warehouses, distribution centers and return centers; and to
    vendors), which was known or should have been known to several
    members of the Finance organization. The lack of effective
    controls permitted (i) errors in inventory balances to be
    inappropriately systematically amortized to cost of sales in
    improper periods; (ii) instances where improper adjustments
    were made to certain product costs within the perpetual
    inventory system that, together with improper journal entries to
    the general ledger, resulted in the overstatement of inventory
    and cost of sales being recognized in incorrect periods; and
    (iii) the inappropriate 62




---



##### Table of Contents



capitalization of inventory overheads (purchasing, warehousing
    and distribution costs) and vendor allowance receivables.
    Additionally, Company personnel did not properly oversee the
    processes for accounting for inventory warranties and did not
    establish adequate accrued liabilities for warranty returns from
    customers.  b)
    Accounting for Vendor Allowances  The
    Companys lack of effective controls did not detect or
    prevent the inappropriate override of established procedures
    related to: (i) the review and approval process for initial
    vendor allowance agreements; (ii) the monitoring of
    modifications to existing vendor allowance agreements; and
    (iii) the accuracy of recording of various vendor allowance
    transactions, including applicable cash collections and
    estimates. Furthermore, as a result of the lack of a sufficient
    complement of personnel with the requisite level of accounting
    knowledge, experience and training in GAAP, as discussed below,
    the Company did not identify that provisions in certain
    agreements were required to be accounted for differently. The
    Audit Committee-led investigation revealed that improper debits
    were issued and applied to accounts payable for amounts the
    Company was not entitled to receive. These amounts were
    subsequently repaid to those vendors through direct cash
    payments, the foregoing of future cash discounts, the acceptance
    of increased prices on future purchases and paybacks through the
    warranty account. This material weakness resulted in errors in
    vendor allowance receivables, inventory, accounts payable and
    costs of sales accounts.c)
    Accounting for Certain Accrued
    Expenses  The Companys lack of
    effective controls did not prevent or detect the inappropriate
    override of established procedures to adjust workers
    compensation liabilities to amounts determined by independent
    actuaries. Errors in timing of incentive compensation accruals
    resulted from inadvertent misapplication of GAAP as well as lack
    of effective controls which permitted override of established
    procedures. In addition, the Company identified improper and
    unsupported journal entries to the general ledger that resulted
    in the misstatement of certain accrued expense accounts and
    related operating and administrative expenses. This material
    weakness resulted in errors in certain accrued expenses and
    related operating and administrative expenses, including
    workers compensation liabilities and incentive
    compensation costs.d)
    Accounting for Store Fixtures and Supplies The Companys lack of effective controls did not
    prevent or detect the override of established procedures for
    periodic physical inspections and usability evaluations of store
    fixtures held for future use in a warehouse. Specifically, the
    Company did not detect that certain of these assets were
    impaired or did not exist and that, as a result, their recorded
    cost was overstated. In addition, the Companys controls
    failed to detect an inappropriate accumulation of costs related
    to store fixtures and supplies in general ledger accounts and
    the Companys overstatement of supplies on hand in each
    store. This material weakness resulted in errors in its store
    fixtures (fixed assets) and supplies accounts (other current
    assets) and related operating and administrative expenses.  2)
    Resources, and Policies and Procedures to Ensure Proper
    and Consistent Application of GAAP:  The
    Company did not maintain effective controls over the application
    of GAAP. Specifically the Company failed to have a sufficient
    complement of personnel with a level of accounting knowledge,
    experience and training in the application of GAAP commensurate
    with the Companys financial reporting requirements. This
    material weakness in the Companys resources and policies
    contributed to the following additional material weaknesses:  a)
    Accounting for Leases  The Company did
    not maintain effective controls over the completeness and
    accuracy of its accounting for lease related fixed assets and
    debt, related operating and administrative expenses and interest
    expense, and financial statement disclosures. Specifically, the
    Company did not detect that a vehicle master leasing arrangement
    was not properly evaluated under GAAP.b)
    Allowance for Sales Returns  The
    Company did not maintain effective controls over the
    completeness of its allowance for sales returns and the related
    net sales, cost of sales, accrued 63




---



##### Table of Contents



liabilities and other current assets accounts. Specifically, the
    Company did not detect that it had inappropriately excluded an
    estimate for certain returns that were incorrectly classified as
    warranty and core returns in the Companys methodology for
    determining an allowance for sales returns.  c)
    Accounting for Certain Accrued
    Expenses  The Company did not maintain
    effective controls over the completeness, valuation and
    reporting in the proper period of certain of its accrued expense
    accounts and related operating and administrative expenses. The
    Company identified numerous instances of errors in accrual
    accounts, including transactions not accounted for in accordance
    with GAAP, that were attributable to the Companys lack of
    a sufficient complement of experienced personnel and written
    accounting policies and procedures in certain areas.      Internal Control  Integrated Framework Internal Control  Integrated
    Framework .
   
 
 64




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Fiscal Year EndedJanuary 29,


January 30,


February 1,2006


2005


2004(Restated)


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

$
1,651,285


$
1,604,991


$
1,606,731Cost of sales


864,674



839,564



904,090Gross profit


786,611



765,427



702,641Other costs and expenses:Operating and administrative


653,471



629,309



624,557Store closing costs


2,903



2,229



12,522Operating profit


130,237



133,889



65,562Interest expense


33,599



33,851



52,754Loss on debt retirement


1,600



1,026



49,494Income (loss) before income taxes


95,038



99,012



(36,686
)Income tax expense (benefit)


37,248



39,450



(14,738
)Net income (loss)

$
57,790


$
59,562


$
(21,948
)Basic earnings per share:Net income (loss) per share

$
1.30


$
1.30


$
(0.48
)Shares used in computing per share
    amounts


44,465,409



45,713,271



45,657,710Diluted earnings per share:Net income (loss) per share

$
1.29


$
1.29


$
(0.48
)Shares used in computing per share
    amounts


44,812,302



46,002,376



45,657,710    65




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  January 29,


January 30,2006


2005(Restated)(In thousands, except share data)ASSETSCash and cash equivalents

$
17,964


$
56,229Receivables, net of allowances of
    $436 and $569, respectively


29,861



31,109Inventories


508,507



433,993Deferred income taxes


37,806



66,404Prepaid expenses and other current
    assets


20,047



24,792Total current assets


614,185



612,527Property and equipment, net


174,112



146,739Intangibles, net


71,807



14,810Goodwill


223,507



118,966Deferred income taxes


20,845



33,008Other assets, net


35,578



31,101Total assets

$
1,140,034


$
957,151LIABILITIES AND
    STOCKHOLDERS EQUITYAccounts payable

$
208,507


$
165,665Accrued payroll and related
    expenses


48,483



46,426Accrued expenses and other current
    liabilities


89,141



66,731Current maturities of long-term
    debt


42,465



2,818Current maturities of capital
    lease obligations


9,500



10,156Total current liabilities


398,096



291,796Long-term debt


507,523



477,568Obligations under capital leases


18,106



18,335Deferred income taxes






Other liabilities


60,152



49,313Total non-current liabilities


585,781



545,216Commitments and contingenciesStockholders equity:Common stock, $0.01 par
    value, 90,000,000 shares authorized, 43,830,322 and
    45,116,301 shares issued and outstanding at
    January 29, 2006 and January 30, 2005, respectively


438



451Deferred compensation


(1,735
)


(1,018
)Additional paid-in capital


426,560



447,612Stockholder receivable






(10
)Accumulated deficit


(269,106
)


(326,896
)Total stockholders equity


156,157



120,139Total liabilities and
    stockholders equity

$
1,140,034


$
957,151    66




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Fiscal Year EndedJanuary 29,


January 30,


February 1,2006


2005


2004(Restated)


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

$
57,790


$
59,562


$
(21,948
)Adjustments:Depreciation and amortization on
    property and equipment


36,628



32,882



35,838Amortization of other items


4,802



4,400



4,049Amortization of deferred financing
    costs


2,161



1,883



3,634Write downs on disposal of
    property, equipment and other assets


2,145



2,034



971Loss on debt retirement


1,600



131



10,318Tax benefit relating to exercise of
    stock options


231



390



2,333Deferred income taxes


36,008



35,078



(14,867
)Proceeds from interest rate swap
    termination










6,031Changes in operating assets and
    liabilities:Receivables


6,747



(3,557
)


3,513Inventories


(23,588
)


(11,710
)


4,351Prepaid expenses and other current
    assets


7,616



5,286



(6,199
)Accounts payable


17,329



(20,546
)


4,164Accrued payroll, accrued expenses,
    andother current liabilities


9,987



(4,222
)


17,442Other operating activities


2,867



(1,154
)


4,044Net cash provided by operating
    activities


162,323



103,457



53,674Cash flows used in investing
    activities:Capital expenditures


(36,775
)


(24,800
)


(18,156
)Business acquisitions, net of cash
    acquired


(177,658
)






Proceeds from sale of assets


13



23



26Other investing activities


(1,512
)


(3,447
)


(3,187
)Net cash used in investing
    activities:


(215,932
)


(28,224
)


(21,317
)Cash flows provided by (used in)
    financing activities:Borrowings under senior credit
    facility  term loan






20,600



561,000Payments under senior credit
    facility  term loan


(252,450
)


(23,150
)


(508,000
)Borrowings under senior credit
    facility  line of credit


230,300







Payments under senior credit
    facility  line of credit


(136,300
)






Payment of debt issuance costs


(9,612
)


(1,412
)


(12,905
)Retirement of 12% senior notes






(14,910
)


(265,090
)Proceeds from issuance of 4.625%
    exchangeable notes


100,000







Proceeds from issuance of 3.375%
    exchangeable notes


125,000







Proceeds from issuance of 7% senior
    subordinated notes










225,000Partial retirement of 11% senior
    subordinate notes










(9,547
)Payments on capital lease
    obligations


(10,893
)


(16,232
)


(18,076
)Proceeds from seller financing
    arrangements


3,164



1,175



1,120Payments on seller financing
    arrangements


(381
)


(214
)


(150
)Proceeds from repayment of
    stockholder receivable


10



63



269Proceeds from exercise of stock
    options


1,130



2,074



15,955Purchase of common stock


(25,029
)


(23,726
)


Premium on common stock call option


(26,992
)






Premium from common stock warrants


17,820







Other financing activities


(423
)


(254
)


(224
)Net cash provided by (used in)
    financing activities:


15,344



(55,986
)


(10,648
)Net (decrease) increase in cash


(38,265
)


19,247



21,709Cash and cash equivalents,
    beginning of period (restated)


56,229



36,982



15,273Cash and cash equivalents, end of
    period

$
17,964


$
56,229


$
36,982    67




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 SUPPLEMENTAL
    DISCLOSURES
  Fiscal Year EndedJanuary 29,


January 30,


February 1,2006


2005


2004(Restated)


(Restated)($ in thousands)Supplemental Disclosures of
    Cash Flow InformationCash paid during the year for:Interest

$
25,351


$
31,688


$
53,008Income taxes


98



1,878



2,166Non-cash investing and financing
    activities:Fixed assets acquired under
    capital leases

$
3,905


$
4,770


$
13,021Consideration received in business
    disposition






7,114



  68




---



##### Table of Contents



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


Additional Paid-


Stockholder


Deferred


AccumulatedShares


Amount


in Capital


Receivable


Compensation


Deficit


Total Equity(In thousands, except share data)Balances at February 2,
    2003
    (As Previously Reported)


45,148,230


$
452


$
448,279


$
(342
)

$



$
(259,002
)

$
189,387Adjustments (see Note 1)










880











(105,508
)


(104,628
)Balances at February 2,
    2003 (Restated)


45,148,230



452



449,159



(342
)






(364,510
)


84,759Exercise of options


1,348,279



13



15,942















15,955Tax benefit relating to stock
    option exercises










2,333















2,333Recovery of stockholder receivable














269











269Restricted stock


1,427







22















22Compensation expense, stock options
    (restated)










107















107Net loss (restated)






















(21,948
)


(21,948
)Balances at February 1,
    2004 (Restated)


46,497,936



465



467,563



(73
)






(386,458
)


81,497Repurchase and retirement of common
    stock


(1,574,956
)


(16
)


(23,710
)














(23,726
)Restricted stock


4,463







1,209







(1,164
)






45Amortization of deferred
    compensation


















146







146Recovery of stockholder receivable














63











63Exercise of options


188,858



2



2,072















2,074Tax benefit relating to stock
    option exercises










390















390Compensation expense, stock options
    (restated)










88















88Net income (restated)






















59,562



59,562Balances at January 30,
    2005 (Restated)


45,116,301



451



447,612



(10
)


(1,018
)


(326,896
)


120,139Exercise of options


105,590



1



1,129















1,130Tax benefit relating to stock
    option exercises










231















231Recovery of stockholder receivable














10











10Restricted stock


17,731







1,159







(1,288
)






(129
)Amortization of deferred
    compensation


















571







571Warrants and call options, net of
    tax










1,437















1,437Purchase and retirement of common
    stock


(1,409,300
)


(14
)


(25,015
)














(25,029
)Compensation expense, stock options










7















7Net income






















57,790



57,790Balances at January 29,
    2006


43,830,322


$
438


$
426,560


$



$
(1,735
)

$
(269,106
)

$
156,157    69




---



##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
        
    Checker Auto Parts, founded in 1969, with 442 stores in the
    Southwestern, Rocky Mountain and Northern Plains states and
    Hawaii;
    Schucks Auto Supply, founded in 1917, with 226 stores in
    the Pacific Northwest and Alaska;
    Kragen Auto Parts, founded in 1947, with 493 stores primarily in
    California; and
    Murrays Discount Auto Stores, founded in 1972, with 112
    stores in the Midwest.    Note 1 
    Restatement of Consolidated Financial Statements
  Audit
    Committee Investigation and Restatement of the Consolidated
    Financial Statements
  Overview
   70




---



##### Table of Contents




    recording of improper accounting entries as directed by certain
    personnel;
    inappropriate override of, or interference with, existing
    policies, procedures and internal controls;
    withholding 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
  Form 10-Qs
 71




---



##### Table of Contents



follow-up follow-up
       72




---



##### Table of Contents



CumulativeEffectFiscal Year


Through2004


2003


FY2002(1)Net income (loss), as previously
    reported

$
36,881


$
(9,555
)Change in net sales


27,531



28,675Change in inventory and cost of
    sales


(14,689
)


(25,296
)

$
(120,841
)Change in vendor allowance
    recognition


18,725



(17,842
)


(39,744
)Other adjustments


6,194



(4,478
)


(11,338
)Interest expense adjustments


(391
)


(336
)


(181
)Total restatement adjustments


37,370



(19,277
)


(172,104
)Income tax provision (benefit)


14,689



6,884



(66,596
)Impact of restatement items, net
    of taxes

$
22,681


$
(12,393
)

$
(105,508
)Net income (loss), as restated

$
59,562


$
(21,948
)Earnings (loss) per share:Basic, as previously reported

$
0.81


$
(0.21
)Impact of restatement items, net
    of taxes


0.49



(0.27
)Basic, as restated

$
1.30


$
(0.48
)Diluted, as previously reported

$
0.80


$
(0.21
)Impact of restatement items, net
    of taxes


0.49



(0.27
)Diluted, as restated

$
1.29


$
(0.48
)     (1)
    
    Cumulative effect excludes net
    sales adjustments and the corresponding cost of sales amounts
    for reclassification adjustments for prior periods as it is not
    practical to determine it and it has no effect on
    stockholders equity.  Net
    sales restatement adjustments
     73




---



##### Table of Contents



CumulativeEffectFiscal Year


Through2004


2003


FY2002(1)Net sales adjustmentsCore returns from customers

$
32,894


$
32,829Rebates to customers


(5,368
)


(4,567
)Allowance for sales returns


5



413Change in net sales

$
27,531


$
28,675Cost of sales related to net
    sales adjustmentsCore returns from customers

$
(32,894
)

$
(32,829
)Rebates to customers


5,368



4,567Allowance for sales returns(2)


(48
)


(285
)

$
(6,080
)Change in cost of sales related to
    net sales adjustments


(27,574
)


(28,547
)


(6,080
)Other cost of sales
    adjustmentsShrink adjustments


9,648



9,637



(28,448
)In-transit inventory


31



(460
)


(28,569
)General ledger adjustments


2,418



(3,185
)


(15,240
)Warranty cost adjustments


2,291



1,041



(22,358
)Overhead cost capitalization


1,788



(302
)


(16,977
)Other


(3,291
)


(3,480
)


(3,169
)Change in cost of sales

$
(14,689
)

$
(25,296
)

$
(120,841
)     (1)
    
    Cumulative effect excludes net
    sales adjustments and the corresponding cost of sales amounts
    for reclassification adjustments for prior periods as it is not
    practical to determine it and it has no effect on
    stockholders equity.(2)
    
    Cumulative effect through fiscal
    2002 represents the net impact on net sales and cost of sales in
    prior periods of establishing a sales return allowance.  Inventory
    and cost of sales restatement adjustments
     74




---



##### Table of Contents



Vendor
    allowance restatement adjustments
    CumulativeEffectFiscal Year


Through2004


2003


FY2002Change in vendor allowance
    recognition

$
18,725


$
(17,842
)

$
(39,744
)   Other
    restatement adjustments
   75




---



##### Table of Contents



CumulativeEffectFiscal Year


Through2004


2003


FY2002Operating lease expense

$
1,900


$
1,403


$
159Depreciation expense


(1,892
)


(1,215
)


(734
)Store fixtures and supplies


(825
)


117



(5,552
)Employee compensation and benefits


7,162



(5,230
)


(2,397
)Casualty insurance expense


524



752



(1,528
)Other


(675
)


(305
)


(1,286
)Total

$
6,194


$
(4,478
)

$
(11,338
)Capital lease interest expense


(609
)


(427
)


(350
)Other interest expense


218



91



169Total

$
(391
)

$
(336
)

$
(181
)  76




---



##### Table of Contents



CONSOLIDATED
    BALANCE SHEET
    As of January 30, 2005
  As


Net Sales,





Other andPreviously


Inventory and


Vendor


Income Tax


AsReported


Cost of Sales


Allowances


Effect


RestatedASSETSCash and cash equivalents

$
56,548


$



$



$
(319
)

$
56,229Receivables, net of allowances


73,106



(3,991
)


(37,445
)


(561
)


31,109Inventories


531,751



(98,829
)


1,071







433,993Deferred income taxes


46,263











20,141



66,404Prepaid expenses and other assets


27,260



6,189







(8,657
)


24,792Total Current Assets


734,928



(96,631
)


(36,374
)


10,604



612,527Property and equipment, net


139,357











7,382



146,739Leasehold interests, net


14,810















14,810Goodwill


118,966















118,966Non current deferred income taxes














33,008



33,008Other assets, net


34,057



(2,956
)










31,101Total assets

$
1,042,118


$
(99,587
)

$
(36,374
)

$
50,994


$
957,151LIABILITIES AND
    STOCKHOLDERS EQUITYAccounts payable

$
178,444


$
(10,538
)

$
2,486


$
(4,727
)

$
165,665Accrued payroll and related
    expenses


51,396











(4,970
)


46,426Accrued expenses and other current
    liabilities


47,982



17,283







1,466



66,731Current maturities of long-term
    debt


2,818















2,818Current maturities of capital
    lease obligations


6,490











3,666



10,156Total current liabilities


287,130



6,745



2,486



(4,565
)


291,796Long-term debt


477,568















477,568Obligations under capital leases


10,437











7,898



18,335Deferred income taxes


6,341











(6,341
)


Other liabiltiies


46,358











2,955



49,313Total liabilities


827,834



6,745



2,486



(53
)


837,012Common Stock


451















451Deferred compensation


(1,018
)














(1,018
)Additional paid-in capital


446,537











1,075



447,612Stockholder receivable


(10
)














(10
)Accumulated deficit


(231,676
)


(106,332
)


(38,860
)


49,972



(326,896
)Total stockholders equity


214,284



(106,332
)


(38,860
)


51,047



120,139Total liabilities and
    stockholders equity

$
1,042,118


$
(99,587
)

$
(36,374
)

$
50,994


$
957,151  77




---



##### Table of Contents



CONSOLIDATED
    STATEMENT OF OPERATIONS
    For the Fiscal Year Ended January 30, 2005
  As


Net Sales,Previously


Inventory and


Vendor





AsReported


Cost of Sales


Allowances


Other


RestatedNet sales

$
1,577,460


$
27,531


$



$



$
1,604,991Cost of sales


843,600



14,689



(18,725
)






839,564Gross profit


733,860



12,842



18,725







765,427Operating and administrative


635,541



232







(6,464
)


629,309Store closing costs


2,191











38



2,229Operating profit


96,128



12,610



18,725



6,426



133,889Interest expense


33,460











391



33,851Loss on debt retirement


1,026















1,026Income before income taxes


61,642



12,610



18,725



6,035



99,012Income tax expense


24,761



5,224



7,757



1,708



39,450Net income

$
36,881


$
7,386


$
10,968


$
4,327


$
59,562Basic earnings per
    share:Net income per share

$
0.81


$
0.16


$
0.24


$
0.09


$
1.30Shares used in computing per share
    amounts


45,713















45,713Diluted earnings per
    share:Net income per share

$
0.80


$
0.16


$
0.24


$
0.09


$
1.29Shares used in computing per share
    amounts


46,002















46,002  78




---



##### Table of Contents



CONSOLIDATED
    STATEMENT OF OPERATIONS
    For the Fiscal Year Ended February 1, 2004
  As


Net sales,Previously


Inventory and


Vendor





AsReported


Cost of Sales


Allowances


Other


RestatedNet sales

$
1,578,056


$
28,675


$



$



$
1,606,731Cost of sales


860,952



25,296



17,842







904,090Gross profit


717,104



3,379



(17,842
)






702,641Operating and administrative


619,932



623







4,002



624,557Store closing costs


12,669











(147
)


12,522Operating profit


84,503



2,756



(17,842
)


(3,855
)


65,562Interest expense


52,418











336



52,754Loss on debt retirement


49,494















49,494Income (loss) before income taxes


(17,409
)


2,756



(17,842
)


(4,191
)


(36,686
)Income tax expense (benefit)


(7,854
)


984



(6,371
)


(1,497
)


(14,738
)Net income (loss)

$
(9,555
)

$
1,772


$
(11,471
)

$
(2,694
)

$
(21,948
)Basic earnings per
    share:Net income (loss) per share

$
(0.21
)

$
0.04


$
(0.25
)

$
(0.06
)

$
(0.48
)Shares used in computing per share
    amounts


45,658















45,658Diluted earnings per
    share:Net income (loss) per share

$
(0.21
)

$
0.04


$
(0.25
)

$
(0.06
)

$
(0.48
)Shares used in computing per share
    amounts


45,658















45,658  79




---



##### Table of Contents



CONSOLIDATED
    STATEMENT OF CASH FLOWS
    For the Year Ended January 30, 2005
  Net Sales,As Previously


Inventory and


Vendor





AsReported


Cost of Sales


Allowances


Other


RestatedCash flows (used in) provided by
    operating activities:Net Income (loss)

$
36,881


$
7,386


$
10,968


$
4,327


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


31,081











1,801



32,882Amortization of other items


4,313











87



4,400Amortization of deferred financing
    costs


1,883















1,883Write downs on disposal of
    property, equipment and other assets


726











1,308



2,034Loss on debt retirement


131















131Tax benefit relating to exercise of
    stock options


390















390Deferred income taxes


24,602



5,224



7,757



495



38,078Changes in operating assets and
    liabilities:Receivables


19,644



2,496



(25,626
)


(71
)


(3,557
)Inventories


(20,960
)


(745
)


9,995







(11,710
)Prepaid expenses and other current
    assets


307



246







4,733



5,286Accounts payable


(1,024
)


(11,701
)


(3,094
)


(4,727
)


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


3,745



(195
)






(7,772
)


(4,222
)Other operating activities


217



(2,711
)






1,340



(1,154
)Net cash provided by operating
    activities


101,936











1,521



103,457Cash flows (used in) provided by
    investing activities:Capital expenditures


(26,331
)










1,531



(24,800
)Proceeds from sale of assets


23















23Other investing activities


(3,447
)














(3,447
)Net cash used in investing
    activities:


(29,755
)










1,531



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


20,600















20,600Payments under senior credit
    facility


(23,150
)














(23,150
)Payment of debt issuance costs


(1,412
)














(1,412
)Retirement of 12% senior notes


(14,910
)














(14,910
)Payments on capital lease
    obligations


(13,100
)










(3,132
)


(16,232
)Proceeds from seller financing
    arrangements


1,175















1,175Payments on seller financing
    arrangements


(214
)














(214
)Proceeds from repayment of
    stockholder receivable


63















63Proceeds from exercise of stock
    options


2,074















2,074Repurchase of common stock


(23,726
)














(23,726
)Other financing activities


(254
)














(254
)Net cash used in financing
    activities:


(52,854
)










(3,132
)


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


19,327











(80
)


19,247Cash and cash equivalents,
    beginning of period (restated)


37,221











(239
)


36,982Cash and cash equivalents, end of
    period

$
56,548


$



$



$
(319
)

$
56,229  80




---



##### Table of Contents



CONSOLIDATED
    STATEMENT OF CASH FLOWS
    For the Year Ended February 1, 2004
  Net Sales,As Previously


Inventory and


Vendor





AsReported


Cost of Sales


Allowances


Other


RestatedCash flows provided by operating
    activities:Net income (loss)

$
(9,555
)

$
1,772


$
(11,471
)

$
(2,694
)

$
(21,948
)Adjustments:Depreciation and amortization on
    property and equipment


34,623











1,215



35,838Amortization of other items


3,943











106



4,049Amortization of deferred financing
    costs


3,634















3,634Write downs on disposal of
    property, equipment and other assets


791











180



971Loss on debt retirement


10,318















10,318Tax benefit relating to exercise of
    stock options


2,333















2,333Deferred income taxes


(10,316
)


984



(6,371
)


(836
)


(14,867
)Proceeds from interest rate swap
    termination


6,031















6,031Changes in operating assets and
    liabilities:Receivables


(8,406
)


1,495



10,566



(142
)


3,513Inventories


8,390



(11,135
)


7,096







4,351Prepaid expenses and other current
    assets


(6,252
)


237







(184
)


(6,199
)Accounts payable


3,393



337



180



254



4,164Accrued payroll, accrued expenses,
    and other current liabilities


13,266



642







3,534



17,442Other operating activities


385



5,668







(2,009
)


4,044Net cash provided by operating
    activities


52,578











1,096



53,674Cash flows used in investing
    activities:Capital expenditures


(18,990
)










834



(18,156
)Proceeds from sale of assets


26















26Other investing activities


(3,187
)














(3,187
)Net cash used in investing
    activities:


(22,151
)










834



(21,317
)Cash flows (used in) provided by
    financing activities:Borrowings under senior credit
    facility


561,000















561,000Payments under senior credit
    facility


(508,000
)














(508,000
)Payment of debt issuance costs


(12,905
)














(12,905
)Retirement of 12% senior notes


(265,090
)














(265,090
)Proceeds from issuance of
    7% senior subordinated notes


225,000















225,000Partial retirement of
    11% senior subordinate notes


(9,547
)














(9,547
)Payments on capital lease
    obligations


(16,153
)










(1,923
)


(18,076
)Proceeds from seller financing
    arrangements


1,120















1,120Payments on seller financing
    arrangements


(150
)














(150
)Proceeds from repayment of
    stockholder receivable


269















269Proceeds from exercise of stock
    options


15,955















15,955Other financing activities


(224
)














(224
)Net cash used in financing
    activities:


(8,725
)










(1,923
)


(10,648
)Net increase in cash


21,702











7



21,709Cash and cash equivalents,
    beginning of period (restated)


15,519











(246
)


15,273Cash and cash equivalents, end of
    period

$
37,221


$



$



$
(239
)

$
36,982  81




---



##### Table of Contents



Note 2 
    Summary of Significant Accounting Policies
  Principles
    of Consolidation
    
    Murrays Inc., an automotive parts and accessories
    retailer, from December 19, 2005 (the acquisition date)
    through January 29, 2006. Murrays was merged into
    Auto in fiscal 2006.
    Automotive Information Systems, Inc. (AIS), a
    provider of diagnostic vehicle repair information, for fiscal
    2003 and fiscal 2004 through the date of the sale of all of our
    issued and outstanding capital stock of AIS on January 21,
    2005 to Mobile Productivity, Inc., (MPI).    Basis
    of Presentation
    Disclosures about Segments
    of Enterprises and Related Information
    Fiscal
    Year
    Cash
    Equivalents
    Fair
    Value of Financial Instruments
    Derivative
    Financial Instruments
  Accounting for
    Derivative Instruments and Hedging Activities
 82




---



##### Table of Contents



Receivables
    Concentration
    of Credit Risk
      Inventory
    Valuation
  First-in,
  
    We reduce the FIFO carrying value of our inventory for estimated
    loss due to shrinkage since the most recent physical inventory.
    Our store shrinkage estimates are determined by dividing the
    shrinkage loss based on the most recent physical inventory by
    the sales for that store since its previous physical inventory.
    That percentage is multiplied by sales since the last physical
    inventory through period end. Our shrinkage expense for fiscal
    2005, 2004 and 2003 was approximately $28.8 million,
    $20.8 million (restated) and $32.7 million (restated),
    respectively. While the shrinkage accrual is based on recent
    experience, there is a risk that actual losses will be higher or
    lower than expected.
    In certain instances, we retain the right to return obsolete and
    excess merchandise inventory to our vendors. In situations where
    we do not have a right to return, we record an allowance
    representing an estimated loss for the difference between the
    cost of any obsolete or excess inventory and the estimated
    retail selling price. Inventory levels and margins earned on all
    products are monitored monthly. Quarterly, we make an assessment
    if we expect to sell any significant amount of inventory below
    cost and, if so, estimate the amount of allowance to record.    January 29,


January 30,2006


2005(Restated)FIFO Cost

$
559,359


$
480,328Administrative and overhead costs


31,679



27,266Vendor allowances


(67,959
)


(59,053
)Shrinkage


(12,488
)


(13,079
)Obsolescence


(2,084
)


(1,469
)Net inventory

$
508,507


$
433,993  83




---



##### Table of Contents



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
    Self-Insurance
    Reserves
   84




---



##### Table of Contents



Revenue
    Recognition
    Vendor
    Allowances and Cost of Sales
  No. 02-16, Accounting by a Customer (including a Reseller) for Certain
    Consideration Received from a Vendor. No. 02-16 states No. 02-16
  Warranty
      Fiscal Year EndedJanuary 29,


January 30,


February 1,2006


2005


2004(Restated)


(Restated)Warranty reserves, beginning of
    period

$
2,918


$
3,269


$
2,666Provision for warranty


2,765



3,234



4,143Warranty allowances from vendors


(2,305
)


(2,309
)


(2,651
)Reserves utilized


(798
)


(1,276
)


(889
)Warranty reserves, end of period

$
2,580


$
2,918


$
3,269   Store
    Closing Costs
   85




---



##### Table of Contents



Advertising
  No. 02-16
  Preopening
    Costs
    Income
    Taxes
    Stock-Based
    Compensation
  Accounting for Stock
    Issued to Employees,
 86




---



##### Table of Contents



Accounting
    for Stock-Based Compensation
  Fiscal Year EndedJanuary 29,


January 30,


February 1,2006


2005


2004(Restated)


(Restated)Net income (loss)  as
    reported

$
57,790


$
59,562


$
(21,948
)Add (Deduct): Stock-based employee
    compensation expense in reported net income, net of related
    income taxes


351



142



(64
)(Deduct) Add: Total stock-based
    employee compensation expense determined under fair value based
    method for all awards, net of related income taxes


(4,535
)


(990
)


725Net income (loss)  pro
    forma

$
53,606


$
58,714


$
(22,609
)Earnings (loss) per
    share  basic:As reported

$
1.30


$
1.30


$
(0.48
)Pro forma

$
1.21


$
1.28


$
(0.49
)Earnings (loss) per
    share  diluted:As reported

$
1.29


$
1.29


$
(0.48
)Pro forma

$
1.20


$
1.28


$
(0.49
)As reported sharesBasic


44,465



45,713



45,658Diluted


44,812



46,002



45,658Pro forma shares used in
    calculation:Basic


44,465



45,713



45,658Diluted


44,823



45,829



45,658     Fiscal Year2005

2004

2003Dividend yield

0%

0%

0%Risk free interest rate

3.86%-4.40%

3.07%-3.82%

2.54%-3.25%Expected life of options

6 years

6 years

6 yearsExpected volatility

25%-33%

27%-36%

22%-32%   Share-Based Payment
   87




---



##### Table of Contents



Earnings
    (Loss) per Share
  Earnings Per Share
  Fiscal Year EndedJanuary 29,


January 30,


February 1,2006


2005


2004(Restated)


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

$
57,790


$
59,562


$
(21,948
)Denominator for basic earnings
    per share:Weighted average shares
    outstanding (basic)


44,465



45,713



45,658Denominator for diluted
    earnings per share:Weighted average shares
    outstanding (basic)


44,465



45,713



45,658Effect of dilutive securities


347



289



Weighted average shares
    outstanding (diluted)


44,812



46,002



45,658Shares excluded as a result of
    anit-dilution:Stock options


790



482



423   3 8 3 8 5 8 5 8 3 8 3 8 5 8
  Use of
    Estimates
   88




---



##### Table of Contents



Legal
    Matters
      Note 3 
    Recent Accounting Pronouncements
  Accounting
    Changes and Error Corrections Accounting Changes Reporting Accounting Changes in Interim
    Financial Statements.
  Accounting for Conditional Asset Retirement Obligations Accounting for Asset Retirement
    Obligations and/or
   89




---



##### Table of Contents



Inventory Costs  an amendment of ARB No. 43,
    Chapter 4
  Accounting for Uncertainty in Income Taxes Accounting for Income Taxes.
  Note 4 
    Business Acquisition
  5 8
  Business Combinations
 90




---



##### Table of Contents



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    91




---



##### Table of Contents



Note 5 
    Receivables
    January 29,


January 30,2006


2005(Restated)Amounts due under vendor allowance
    programs and cooperative advertising arrangements

$
10,587


$
16,192Trade receivables from commercial
    and other customers


14,614



13,856Landlord and subtenant receivables


3,960



1,413Other


1,136



217Gross receivables


30,297



31,678Allowance for doubtful accounts


(436
)


(569
)Net accounts receivable

$
29,861


$
31,109     Note 6 
    Property and Equipment
    January 29,


January 30,2006


2005


Estimated Useful Life(Restated)Land

$
348


$
348Buildings


14,198



8,553


15 - 25 yearsLeasehold improvements


146,690



133,812


Shorter of lease term or useful
    lifeFurniture, fixtures and equipment


164,745



136,538


3 - 10 yearsProperty under capital leases


94,220



87,640


5 - 15 years or
    life of leasePurchased software


9,141



9,015


5 years429,342



375,906Less: accumulated depreciation and
    amortization


(255,230
)


(229,167
)Property and equipment, net

$
174,112


$
146,739       Note 7 
    Goodwill and Other Intangible Assets
     92




---



##### Table of Contents



Carrying











CarryingValue as of











Value as ofJanuary 30,











January 29,2005


Additions


Amortization


Adjustments


2006Amortized intangible
    assets:Leasehold interest

$
21,633



9,324







(2,401
)

$
28,556Accumulated amortization


(11,240
)






(1,277
)


2,406



(10,111
)10,393



9,324



(1,277
)


5
(a)


18,445License agreement


4,417















4,417Accumulated amortization










(631
)






(631
)4,417







(631
)






3,786Tradenames and trademarks






49,400











49,400Accumulated amortization










(190
)






(190
)



49,400



(190
)






49,210Customer relationships






370











370Accumulated amortization










(4
)






(4
)



370



(4
)






366Amortized intangibles, net


14,810



59,094



(2,102
)


5



71,807Unamortized intangible
    assets:Goodwill


118,966



104,541











223,507Total intangible assets, net

$
133,776


$
163,635


$
(2,102
)

$
5


$
295,314     (a)
    
    Represents write-offs for closed stores net of accumulated
    amortization.    Fiscal 2006

$
4,193Fiscal 2007


4,100Fiscal 2008


3,874Fiscal 2009


3,781Fiscal 2010


3,676$
19,624  93




---



##### Table of Contents



Note 8 
    Long-Term Debt
  Overview
  3 8 3 8 5 8 3 8 5 8
    January 29,


January 30,2006


2005Senior credit facility 
    term loan

$



$
252,450Senior credit facility 
    revolving line of credit


94,000



7% senior subordinated notes,
    carrying balance decreased by$6.7 million and
    $4.5 million, respectively, relating to SFASNo. 133 hedge accounting
    adjustment


218,279



220,5193.375% senior exchangeable
    notes


125,000



4.625% senior exchangeable
    notes


100,000



Seller financing arrangements


12,709



7,417Total debt


549,988



480,386Less: Current portion of senior
    credit facility term loan






2,550Current maturities of seller
    financing arrangements


465



268Revolving line of credit(1)


42,000



Total debt (non-current)

$
507,523


$
477,568     (1)
    
    This portion of the revolving line
    of credit balance outstanding at January 29, 2006 was
    repaid at the end of fiscal 2006.    Fiscal 2006

$
42,465Fiscal 2007


593Fiscal 2008


523Fiscal 2009


611Fiscal 2010


277,814Thereafter


227,982$
549,988    94




---



##### Table of Contents



95




---



##### Table of Contents



33/8% Notes
    and
    45/8% Notes
  3 8 5 8
  Terms


33/8% Notes


45/8% NotesInterest Rate


3.375% per year until
    August 15, 2010; 3.125% thereafter


4.625% per year until
    December 15, 2010; 4.375% thereafterExchange Rate


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


49.8473 shares per $1,000
    principal (equivalent to an initial exchange price of
    approximately $20.06 per share)Maximum CSK shares exchangeable,
    subject to adjustment in certain circumstances


5,414,063 common shares


4,984,730 common sharesMaturity date


August 15, 2025


December 15, 2025Guaranteed by


CSK Auto Corporation and all of
    Autos present and future domestic subsidiaries, jointly
    and severally, on a senior basis


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


August 15, 2010,
    August 15, 2015, and August 15, 2020 or following a
    fundamental change as described in the indenture


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


$4.8 million


$3.7 millionAuto will not be able to redeem
    notes


Prior to August 15, 2010


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


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


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


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 96




---



##### Table of Contents



trading days in the period of 30 consecutive trading days ending
    on the last trading day of the preceding fiscal quarter;  
    If the Senior 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 indentures under which
    the Senior Notes were issued.  3 8 3 8 3 8 five-year 3 8 No. 00-19, Accounting for Derivative Financial Instruments Indexed to,
    and Potentially Settled in, a Companys Own Stock.
  EITF No. 00-19 3 8 No. 00-19 3 8
      Senior
    Credit Facility  Revolving Line of
    Credit
   97




---



##### Table of Contents



7% Notes
   98




---



##### Table of Contents



Seller
    Financing Arrangements
  No. 97-10, The Effect of Lessee Involvement in Asset Construction.
  Note 9 
    Derivative Financial Instruments
        Note 10 
    Leases and Other Commitments
      Fiscal Year2005


2004


2003Restated


RestatedMinimum rentals

$
122,378


$
114,613


$
115,668Contingent rentals


1,068



1,125



1,301Sublease rentals


(8,306
)


(8,907
)


(9,838
)$
115,140


$
106,831


$
107,131  99




---



##### Table of Contents



Capital


Operating


SubleaseLeases


Leases


RentalsFiscal 2006

$
11,617


$
138,350


$
(7,405
)Fiscal 2007


8,616



125,608



(5,422
)Fiscal 2008


5.511



104,343



(3,099
)Fiscal 2009


3,716



83,306



(1,524
)Fiscal 2010


1,407



67,386



(883
)Thereafter


802



242,403



(1,560
)31,669


$
761,396


$
(19,893
)Less: amounts representing interest


(4,063
)Present value of obligations


27,606Less: current portion


(9,500
)Long-term obligation

$
18,106     Note 11 
    Employee Benefit Plans
    Supplemental
    Retirement Plan Agreement
    Retirement
    Program
   100




---



##### Table of Contents



management
    or highly compensated employees
  Long-Term
    Incentive Plan
    Accounting for Stock Appreciation Rights and Other Variable
    Stock Option or Award Plans
     101




---



##### Table of Contents



2004
    Stock and Incentive Plan
         102




---



##### Table of Contents



Options
    Activity
    Weighted


Weighted





WeightedNumber


Average


Average





Averageof


Exercise


Fair


Options


ExercisableShares


Price


Value


Exercisable


PriceBalance at February 2, 2003


3,215,817


$
13.04







2,255,424


$
13.13Granted at market price


190,746



13.54



4.39Exercised


(1,348,279
)


11.83Cancelled


(188,975
)


13.54Balance at February 1, 2004


1,869,309



13.91







1,058,713


$
14.27Granted at market price


1,127,896



13.78



5.55Exercised


(188,858
)


10.97Cancelled


(161,515
)


16.22Balance at January 30, 2005


2,646,832



13.92







964,898


$
13.87Granted 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     Options Outstanding


Options ExercisableWeighted








WeightedAverage


Weighted





AverageRange of


Number


Remaining


Average





ExercisableExercise Prices


Outstanding


Contractual Life


Exercise Price


Exercisable


Price$
2.75 - $ 9.87



305,643



2.95


$
8.85



297,627


$
8.84$
9.97 - $12.34



484,792



3.04



11.03



481,960



11.03$
12.35 - $13.32



950,010



5.68



13.31



358,218



13.30$
13.34 - $14.40



372,461



3.89



14.15



192,476



14.00$
14.41 - $16.35



792,729



6.26



16.22



736,889



16.30$
16.42 - $36.53



301,774



2.32



23.44



300,974



23.46$
2.75 - $36.53



3,207,409



4.64


$
14.31



2,368,144


$
14.56      103




---



##### Table of Contents



Note 12 
    Income Taxes
    Fiscal Year2005


2004


2003(Restated)


(Restated)CurrentFederal

$
1,156


$
1,362


$
23State


84



10



1061,240



1,372



129DeferredFederal


29,626



31,576



(13,274
)State


6,382



6,502



(1,593
)36,008



38,078



(14,867
)Total

$
37,248


$
39,450


$
(14,738
)     Fiscal Year2005


2004


2003(Restated)


(Restated)Income (loss) before income taxes

$
95,038


$
99,012


$
(36,686
)Federal income tax rate


35
%


35
%


35
%Expected provision (benefit) for
    income taxes


33,263



34,654



(12,840
)Permanent wage add-back for
    federal tax credits


151



185



151Non-deductible executive
    compensation






251



Non-deductible offering costs










94Other permanent differences


33



135



77State taxes, net of federal benefit


4,114



4,263



(886
)Changes to tax reserves


1,096







(800
)Tax credits and other


(1,409
)


(38
)


(534
)Actual provision (benefit) for
    income taxes

$
37,248


$
39,450


$
(14,738
)  104




---



##### Table of Contents



January 29,


January 30,2006


2005(Restated)Current deferred income taxes:Store closing costs

$
1,196


$
1,007Accrued employee benefits


16,101



14,590Credits and other benefits


369



2,500Property taxes


(2,146
)


(2,444
)Provision for bad debts


171



224Tax loss carryforwards


5,267



23,458Inventory valuation differences


12,485



12,439Vendor allowances






12,080Other


4,992



3,436Valuation allowance


(629
)


(886
)Total current deferred income tax
    asset (liability)


37,806



66,404Non-current deferred income taxes:Store closing costs


1,580



2,048Capital lease expenditures


(1,478
)


(134
)Deferred rent and incentives


7,626



14,961Credits and other benefits


10,608



8,193Depreciation and amortization


(45,708
)


(26,942
)Tax loss carryforwards


40,306



39,181Call warrants for convertible debt


10,610



Other


(1,576
)


(3,433
)Valuation allowance


(1,123
)


(866
)Total non-current deferred income
    tax asset (liability)


20,845



33,008Net deferred tax asset

$
58,651


$
99,412       Note 13 
    Store Closing Costs
   105




---



##### Table of Contents



Accounting for Costs Associated with
    Exit or Disposal Activities.
        Fiscal Year EndedJanuary 29,


January 30,


February 1,2006


2005


2004(Restated)


(Restated)Balance, beginning of year

$
7,774


$
12,001


$
4,422Store closing costs:Adjustment of allowance to reflect
    change in exit strategy under SFAS No. 146










12,203Provision for store closing costs


246



285



5Other revisions in estimates


1,505



604



314Accretion


420



552



Operating expenses and other


732



788



Store closing costs


2,903



2,229



12,522Purchase accounting adjustments:Murrays Discount Auto Stores


324







Payments:Rent expense, net of sublease
    recoveries


(2,227
)


(2,895
)


(3,303
)Occupancy and other expenses


(740
)


(787
)


(859
)Sublease commissions and buyouts


(1,001
)


(2,774
)


(781
)Total payments


(3,968
)


(6,456
)


(4,943
)Balance, end of year

$
7,033


$
7,774


$
12,001  106




---



##### Table of Contents



No. 94-3, Liability Recognition for Certain Employee Termination
    Benefits and Other Costs to Exit an Activity (Including Certain
    Costs Incurred in a Restructuring),
  EITF 94-3.
    Note 14 
    Stockholders
    Equity  Stock
    Repurchase Program
    Note 15 
    Transactions
    and Relationships with Related Parties   107




---



##### Table of Contents



Note 16 
    Legal
    Matters  Securities
    Class Action Litigation
  Communications Workers of America Plan for Employees Pensions
    and Death Benefits v. CSK Auto Corporation,
    et al. 06-1503 Communications Workers Wilfred
    Fortier v. CSK Auto Corporation, et al. 06-1580 Communications Workers Rule 10b-5,
  Shareholder
    Derivative Litigation
   108




---



##### Table of Contents



SEC
    Investigation
    Other
    Litigation
       109




---



##### Table of Contents



Note 17 
    Fair
    Value of Financial Instruments    January 29, 2006


January 30, 2005Carrying


Estimated


Carrying


EstimatedAmount


Fair Value


Amount


Fair ValueReceivables

$
29,861


$
29,861


$
31,109


$
31,109Amounts due under senior credit
    facility

$
94,000


$
94,000


$
252,450


$
252,450Obligations under
    3.375% senior exchangeable notes

$
125,000


$
118,281


$



$
Obligations under
    4.625% senior exchangeable notes

$
100,000


$
105,325


$



$
Obligations under 7% senior
    subordinated notes

$
218,279


$
183,403


$
220,519


$
213,769   Note 18 
    Guarantees  and/or and/or
     110




---



##### Table of Contents



Note 19 
    Subsequent
    Events  3 8 5 8 3 8
  5 8 5 8 5 8 5 8 3 4 1 2 5 8 3 4 5 8 paid-in-capital
  3 8 3 8
  3 8
 111




---



##### Table of Contents



3 4
  Note 20 
    Quarterly
    Results (unaudited)     112




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##### Table of Contents



Fiscal Year 2005First Quarter


Second Quarter


Third Quarter


Fourth Quarter(Restated)


(Restated)


(Restated)


(a)(In thousands, except per share amounts)Results of operationsNet sales, as previously reported

$
397,201


$
419,048


$
408,318Adjustment to net sales for core
    returns


8,433



8,659



8,793Reclassification to net sales for
    rebates


(342
)


(1,006
)


(1,121
)Adjustment to net sales for sales
    returns


(16
)


(97
)


(71
)Net sales, as restated

$
405,277


$
426,604


$
415,919


$
403,485Gross profit, as previously
    reported

$
179,983


$
192,966


$
188,239Change in inventory and cost of
    sales


6,257



4,956



295Change in vendor allowance
    recognition


2,300



1,377



6,769Gross profit, as restated

$
188,540


$
199,298


$
195,302


$
203,471Operating profit, as previously
    reported

$
21,785


$
31,365


$
24,808Change in inventory


5,440



4,987



520Change in vendor allowance
    recognition


2,300



1,377



6,769Other adjustments


677



(144
)


1,161Operating profit, as restated

$
30,202


$
37,584


$
33,258


$
29,193Interest expense, as previously
    reported

$
8,570


$
8,300


$
7,585Other adjustments


156



139



(31
)Interest expense, as restated

$
8,726


$
8,439


$
7,554


$
8,880Net income, as previously reported

$
8,045


$
13,058


$
10,517Restatement adjustments, net of tax


5,013



3,691



5,147Net income, as restated

$
13,058


$
16,749


$
15,664


$
12,319Earnings per share:Basic, as previously reported

$
0.18


$
0.29


$
0.24Restatement adjustments, net of tax


0.11



0.33



(0.13
)Basic, as restated

$
0.29


$
0.62


$
0.11


$
0.28Diluted, as previously reported

$
0.18


$
0.29


$
0.24Restatement adjustments, net of tax


0.11



0.32



(0.14
)Diluted, as restated

$
0.29


$
0.61


$
0.10


$
0.28     (a)
    
    Amounts and per share amounts for
    the fourth quarter of fiscal 2005 have not been previously
    reported and, accordingly, amounts as shown represent currently
    reported amounts.  113




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##### Table of Contents



Fiscal Year 2004First Quarter


Second Quarter


Third Quarter


Fourth Quarter(Restated)


(Restated)


(Restated)


(Restated)Results of operationsNet sales, as previously reported

$
397,054


$
409,057


$
401,457


$
369,892Adjustment to net sales for core
    returns


8,260



8,216



8,630



7,787Reclassification to net sales for
    rebates


(1,621
)


(1,444
)


(1,154
)


(1,149
)Adjustment to net sales for sales
    returns


(164
)


79



70



20Net sales, as restated

$
403,529


$
415,908


$
409,003


$
376,551Gross profit, as previously
    reported

$
188,695


$
194,068


$
187,906


$
163,191Change in inventory and cost of
    sales


(4,884
)


2,353



5,562



9,811Change in vendor allowance
    recognition


(5,267
)


3,690



1,907



18,395Other adjustments














Gross profit, as restated

$
178,544


$
200,111


$
195,375


$
191,397Operating profit, as previously
    reported

$
29,657


$
33,009


$
28,306


$
5,156Change in inventory and cost of
    sales


(4,506
)


2,381



5,566



9,169Change in vendor allowance
    recognition


(5,267
)


3,690



1,907



18,395Other adjustments


1,856



2,100



835



1,635Operating profit, as restated

$
21,740


$
41,180


$
36,613


$
34,356Interest expense, as previously
    reported

$
8,614


$
7,966


$
8,217


$
8,663Other adjustments


103



93



117



78Interest expense, as restated

$
8,717


$
8,059


$
8,334


$
8,741Net income, as previously reported

$
12,815


$
15,264


$
12,227


$
(3,425
)Restatement adjustments, net of tax


(4,867
)


4,903



4,971



17,674Net income, as restated

$
7,948


$
20,167


$
17,198


$
14,249Earnings (loss) per share:Basic, as previously reported

$
0.28


$
0.34


$
0.27


$
(0.07
)Restatement adjustments, net of tax


(0.11
)


0.10



0.11



0.39Basic, as restated

$
0.17


$
0.44


$
0.38


$
0.32Diluted, as previously reported

$
0.28


$
0.34


$
0.26


$
(0.07
)Restatement adjustments, net of tax


(0.11
)


0.09



0.12



0.38Diluted, as restated

$
0.17


$
0.43


$
0.38


$
0.31  114




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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  AUDIT
    COMMITTEE INVESTIGATION AND RESTATEMENT OF THE CONSOLIDATED
    FINANCIAL STATEMENTS
  Overview
      
    recording of improper accounting entries as directed by certain
    personnel;
    inappropriate override of, or interference with, existing
    policies, procedures and internal controls;
    withholding 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
   115




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##### Table of Contents



Form 10-Qs
  Committee-led
  Committee-led follow-up follow-up
       116




---



##### Table of Contents



DISCLOSURE
    CONTROLS AND PROCEDURES
  Rule 13a-15(e)
    MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Rules 13a-15(f) 15d-15(f)
  (i)
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the Company;(ii)
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with GAAP, and that receipts and expenditures of the
    Company are being made only in accordance with authorizations of
    management and directors of the Company; and(iii)
    provide reasonable assurance regarding prevention, or timely
    detection, of unauthorized acquisition, use or disposition of
    the Companys assets that could have a material effect on
    the financial statements. 117




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##### Table of Contents



Control Environment:
    a) Accounting for Inventory
 118




---



##### Table of Contents



b) Accounting for Vendor
    Allowances
  c) Accounting for Certain Accrued
    Expenses
  d) Accounting for Store Fixtures and
    Supplies 
  Resources, and Policies and Procedures to Ensure
    Proper and Consistent Application of
    GAAP:
  a) Accounting for Leases
  b) Allowance for Sales Returns
  c) Accounting for Certain Accrued
    Expenses
 119




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##### Table of Contents



PLAN FOR
    REMEDIATION OF MATERIAL WEAKNESSES
  Remediation
    Initiatives
  Committee-led
    Control Environment:
  General
   120




---



##### Table of Contents



sub-certification
    Accounting for Inventory
  Accounting for Vendor Allowances
  
    The Company has enhanced its review and approval processes to
    ensure review by appropriate members of management of critical
    information necessary to assess vendor allowance collections and
    the proper recognition of vendor allowances in the appropriate
    periods.
    The Company plans to reevaluate and enhance its contract review
    process, including training of merchandising, finance and legal
    staffs, as well as formalizing the communication process among
    the three groups, to better provide for timely identification of
    potential issues and accurate accounting treatment. The Company
    also plans to implement enhanced processes and procedures so
    that its merchandising, finance and legal staffs have adequate
    information to conduct their review and provide meaningful input
    and communication during the contract negotiation process to
    allow for accurate accounting treatment for both standard and
    non-standard contracts. 121




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##### Table of Contents




    The Company plans to conduct training for its merchandising,
    finance and legal staffs relative to vendor arrangements,
    including contract provisions and construction, the impact of
    amendments and side and ancillary agreements and accounting
    treatment of related vendor allowances.
    The Company has consolidated the oversight and accounting for
    all vendor allowance financial transactions under one senior
    accounting manager to provide for consistent application with
    respect to the accounting for vendor allowances.  Accounting for Certain Accrued
    Expenses
  Accounting for Store Fixtures and
    Supplies 
  Resources and, Policies and Procedures to Ensure
    Proper and Consistent Application of
    GAAP:
  General
     122




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##### Table of Contents



Accounting for Leases
  Allowance for Sales Returns
  Interim
    Measures Pending Completion of Remediation
    Initiatives
    
    The fiscal 2005 year-end reporting process was extended
    significantly, allowing the Company to conduct additional
    analyses and procedures and make additional adjustments as
    necessary to ensure the accuracy of financial reporting through
    fiscal 2005.
    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, on an interim basis, numerous 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 2005 year-end reporting process.
    The Company conducted a thorough review of substantially all of
    its vendor allowance contracts for fiscal 2001 through 2005 and
    reconstructed amounts earned.
    The Company performed enhanced reconciliations and reviews of
    inventory accounts and reconstructed appropriate balances where
    necessary. For example, the Company reconstructed the amount of
    shrink expense and related accruals for fiscal 2000 through 2005
    by reviewing physical inventory reconciliations for each of its
    distribution centers, warehouses and stores and recording
    adjustments in the proper periods and using the correct history
    to estimate period end shrink accruals by location based on that
    locations shrink experience. The Company also analyzed
    inventory for obsolescence and potential impairment.
    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
   123




---



##### Table of Contents



Managements
    conclusions
      CHANGES
    IN INTERNAL CONTROL OVER FINANCIAL REPORTING
     Item 9B.
    Other
    Information    PART III   Item 10.
    Directors
    and Executive Officers of the Registrant  Directors
      Name

Age

PositionMaynard Jenkins


64


Chairman of the Board and Chief
    Executive OfficerJames G. Bazlen


57


DirectorMorton Godlas


84


DirectorTerilyn A. Henderson


49


DirectorCharles K. Marquis


64


DirectorCharles J. Philippin


56


DirectorWilliam A. Shutzer


60


Director  124




---



##### Table of Contents



Maynard Jenkins
  James Bazlen day-to-day
  Morton Godlas
  Terilyn A. Henderson
  Charles K. Marquis
  Charles J. Philippin
  William A. Shutzer
 125




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##### Table of Contents



Director
    Independence
    Presiding
    Director of Executive Sessions of Non-Management
    Directors
    Audit
    Committee
  Rule 10A-3. Regulation S-K
  Corporate
    Governance Guidelines and Committee Charters
    www.cskauto.com
  Communications
    with the Board of Directors
  e-mail boardofdirectors@cskauto.com. www.cskauto.com.
  Codes of
    Business Conduct and Ethics
   126




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##### Table of Contents



www.cskauto.com and/or
  Section 16(a)
    Beneficial Ownership Reporting Compliance
      Annual
    Certifications
    Item 11.
    Executive
    Compensation      Summary
    Compensation Table
  Long-Term CompensationAwardsSecuritiesAnnual Compensation


Restricted


Underlying


All OtherFiscal


Salary





Stock


Options/ SARs


CompensationName and Principal Position

Year


($)


Bonus ($)(1)


Awards ($)(2)


(#)(3)


($)Maynard Jenkins


2005



860,994



0







1,183,673



46,431
(4)(5)Chairman, Chief


2004



794,228



0







242,424



42,662
(4)(5)Executive Officer


2003



768,360



1,265,607











13,171
(4)(5)Martin Fraser


2005



438,462



0



173,899



564,286



25,109
(6)President, Chief


2004



382,693



0



154,598



84,848



21,464
(6)Operating Officer(11)


2003



316,918



496,879











6,684
(6)Dale Ward


2005



296,968



92,100



77,581



278,676



6,355
(7)Senior Vice President


2004



292,837



44,272



74,580



40,934



6,036
(7)Merchandising and Marketing


2003



282,786



239,525











5,270
(7)Don Watson


2005



295,385



0



75,799



278,022



30,315
(9)Senior Vice President


2004



275,385



42,000



70,752



38,835



24,890
(9)Chief Administrative


2003



253,498



268,400











6,962
(9)Officer(8)(11) 127




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##### Table of Contents



Long-Term CompensationAwardsSecuritiesAnnual Compensation


Restricted


Underlying


All OtherFiscal


Salary





Stock


Options/ SARs


CompensationName and Principal Position

Year


($)


Bonus ($)(1)


Awards ($)(2)


(#)(3)


($)Larry Buresh


2005



290,385



95,000



74,540



277,555



8,807
(10)Senior Vice President


2004



271,540



41,250



69,498



38,141



8,560
(10)Chief Information Officer


2003



254,616



218,404











7,360
(10)     (1)
    
    Fiscal 2004 and 2005 amounts represent discretionary bonuses
    paid in fiscal 2005 and 2006, respectively, in recognition of
    the achievement of individual performance goals previously
    established by the Compensation Committee. Fiscal 2003 amounts
    represent bonuses paid in 2004 in recognition of the
    Companys improved financial performance and achievement of
    its EPS targets in fiscal 2003, as well as achievement of
    individual performance goals previously established by the
    Compensation Committee, and amounts awarded by the Compensation
    Committee in recognition of the Companys successful
    completion of a significant refinancing upon better than
    anticipated terms.(2)
    
    The fiscal 2005 restricted stock grant was valued at the
    high-low average of the price of our common stock on the New
    York Stock Exchange, and the fiscal 2004 restricted stock grant
    was valued at the closing price of our common stock on the New
    York Stock Exchange, on the respective grant dates. On
    June 28, 2005, Messrs. Fraser, Ward, Watson and Buresh
    were awarded shares of restricted stock totaling 10,636, 4,745,
    4,636 and 4,559, respectively. Subject to the forfeiture of
    unvested shares upon termination of employment under
    circumstances as described in the governing stock plan, such
    shares vest as to
    331/3%
    on each of the first, second and third anniversaries of the
    grant date. The value of these awards on January 29, 2006
    for Messrs. Fraser, Ward, Watson and Buresh was $169,112,
    $75,446, $73,712 and $72,488, respectively. On October 18,
    2004, Messrs. Fraser, Ward, Watson and Buresh were awarded
    shares of restricted stock totaling 11,712, 5,650, 5,360 and
    5,265, respectively. Subject to the forfeiture of unvested
    shares upon termination of employment under the circumstances
    described in the governing stock plan, such shares vest as to
    331/3%
    on each of the first, second and third year anniversaries of the
    grant date, the first
    331/3%
    having vested on October 18, 2005. The value of these
    awards on January 29, 2006 for Messrs. Fraser, Ward,
    Watson and Buresh was $186,221, $89,835, $85,224 and $83,714,
    respectively. Other than the shares granted in conjunction with
    the fiscal 2004 and 2005 awards, the Named Executive Officers
    held no restricted shares as of January 29, 2006. The
    Company does not currently pay dividends on shares of its common
    stock.(3)
    
    The numbers in this column represent (a) a general stock
    option grant pursuant to the 2004 Stock and Incentive Plan and
    (b) a grant of incentive bonus units to the Companys
    then senior officers, including the Named Executive Officers,
    pursuant to the LTIP discussed above in Item 8,
    Financial Statements and Supplementary Data, under
    Note 11  Employee Benefit Plans. These incentive
    bonus units are considered for accounting purposes to be service
    based, cash settled stock appreciation rights. For more
    information regarding the incentive bonus units granted, see the
    Option/SAR Grants in Last Fiscal Year table below.(4)
    
    Mr. Jenkins has a supplemental retirement agreement with
    the Company that provides for supplemental retirement benefits
    for a period of 10 years beginning 30 days after the
    effective date of termination of his employment. The benefit
    amount payable to Mr. Jenkins under this agreement is based
    on the percentage of the benefit vested as of the date of
    termination of his employment, not to exceed $600,000 per
    annum. See Employment Agreements below.(5)
    
    Amounts represent: (a) employer contributions to a 401(k)
    Plan of $5,585, $3,762 and $3,799 for fiscal 2005, 2004 and
    2003, respectively; (b) life insurance premiums of $5,925
    for each of fiscal 2005 and 2004, respectively and $5,685 for
    fiscal 2003; (c) car allowance of $30,720 and $28,774 for
    fiscal 2005 and 2004, respectively  (including tax gross up);
    and (d) other imputed income consisting of group-term life
    insurance over $50,000 in the amount of $4,201 for each of
    fiscal 2005 and 2004, respectively and $3,687 for fiscal 2003.(6)
    
    Amounts represent: (a) employer contributions to a 401(k)
    Plan of $5,123, $4,885 and $4,678 for fiscal 2005, 2004 and
    2003, respectively; (b) life insurance premiums of $900 for
    each of fiscal 2005 and 2004, respectively (including tax gross
    up), and $660 for fiscal 2003; (c) car allowance of $17,476
    and $14,273 128




---



##### Table of Contents



for fiscal 2005 and 2004, respectively; and (d) other
    imputed income consisting of group-term life insurance over
    $50,000 in the amount of $1,610, $1,406 and $1,346 for fiscal
    2005, 2004 and 2003, respectively.(7)
    
    Amounts represent: (a) employer contributions to a 401(k)
    Plan of $4,123, $3,894 and $3,368 for fiscal 2005, 2004 and
    2003, respectively; (b) life insurance premiums of $900 for
    each of fiscal 2005 and 2004, respectively, and $660 for fiscal
    2003; and (c) other imputed income consisting of group-term
    life insurance over $50,000 in the amount of $1,332 for fiscal
    2005 and $1,242 for each of fiscal 2004 and 2003, respectively.(8)
    
    Mr. Watson served as the Companys Chief Financial
    Officer until October 24, 2005. He served the remainder of
    fiscal 2005 as the Chief Administrative Officer.(9)
    
    Amounts represent: (a) employer contributions to a 401(k)
    Plan of $4,974, $4,858 and $4,684 for fiscal 2005, 2004 and
    2003, respectively; (b) life insurance premiums of $900 for
    each of fiscal 2005 and 2004, respectively, and $660 for fiscal
    2003; (c) car allowance of $22,655 and $17,422 for fiscal
    2005 and 2004, respectively (including tax gross up); and
    (d) other imputed income consisting of group-term life
    insurance over $50,000 in the amount of $1,786, $1,710 and
    $1,618 for fiscal 2005, 2004 and 2003, respectively.(10)
    
    Amounts represent: (a) employer contributions to a 401(k)
    Plan of $4,219, $3,992 and $3,225 for fiscal 2005, 2004 and
    2003, respectively; (b) life insurance premiums of $900 for
    each of fiscal 2005 and 2004, respectively, and $660 for fiscal
    2003; and (c) other imputed income consisting of group-term
    life insurance over $50,000 in the amount of $3,688, $3,669 and
    $3,475 for fiscal 2005, 2004 and 2003, respectively.(11)
    
    As discussed above in Item 1, Business, under
    the caption Executive Officers, as of September
    2006, Messrs. Fraser and Watson were no longer employed
    with the Company.    Option/SAR
    Grants in Last Fiscal Year
  Individual GrantsNumber of


% of TotalSecurities


Options/SARsUnderlying


Granted to








Grant Date PresentOptions/SARs


Employees in Fiscal


Exercise or Base





ValueName

Granted (#)


Year


Price ($/Sh)


Expiration Date


($)Maynard Jenkins


183,673



20.0
%

$
16.35



June 28, 2012


$
1,093,718
(1)1,000,000



36.7
%

$
20.00



May 15, 2010
(2)

$
0
(3)Martin Fraser


64,286



7.0
%

$
16.35



June 28, 2012


$
382,804
(1)500,000



18.3
%

$
20.00



May 15, 2010
(2)

$
0
(3)Dale Ward


28,676



3.1
%

$
16.35



June 28, 2012


$
170,757
(1)250,000



9.2
%

$
20.00



May 15, 2010
(2)

$
0
(3)Don Watson


28,022



3.1
%

$
16.35



June 28, 2012


$
166,863
(1)250,000



9.2
%

$
20.00



May 15, 2010
(2)

$
0
(3)Larry Buresh


27,555



3.0
%

$
16.35



June 28, 2012


$
164,082
(1)250,000



9.2
%

$
20.00



May 15, 2010
(2)

$
0
(3)     (1)
    
    The deemed grant date present values for the stock option grants
    are based on the Black-Scholes option pricing model. Based on
    assumed (i) interest rate of 3.86%, (ii) stock price
    volatility of 29.15%, (iii) no dividend yield and
    (iv) option exercises occurring after six years, the model
    produces a per option share value of $5.95.(2)
    
    Subject to specific exceptions (e.g., retirement) as set forth
    in the LTIP, each LTIP participant will be entitled to receive a
    distribution of cash on May 15 of each of the calendar years
    2007, 2008, 2009 and 2010 (each date being a Payment
    Date) equal in value to the amount by which the average of
    the per share closing prices of the Companys common stock
    over a specified period of time (after release of the fiscal
    year earnings for the immediately preceding fiscal year) exceeds
    the base value of $20.00 (which is subject to adjustment in the
    event of a change in the Companys capitalization)
    multiplied by 25% of the LTIP participants aggregate
    number of 129




---



##### Table of Contents



incentive bonus units, so long as LTIP participant remains
    continuously employed by the Company through the applicable
    Payment Date. In the event the formula described above results
    in no payment to the LTIP participant on a Payment Date, then
    the incentive bonus units vesting on such date will be forfeited
    without consideration.(3)
    
    Because the Companys stock price did not exceed $20 at any
    time the initial grant date of June 28, 2005 through the
    end of fiscal 2005, no compensation cost was recognized and no
    pro-forma expense for this award is reflected in the
    SFAS No. 123 disclosures. See Note 11 
    Employee Benefit Plans to our consolidated financial statements
    included in Item 8 of this Annual Report for the relevant
    assumptions used to determine the valuation of our incentive
    bonus unit awards. As a liability based instrument, the LTIP
    will be remeasured at each balance sheet date, such that the net
    compensation expense recorded over the full four year vesting
    period of the incentive bonus units will equal the cash
    payments, if any, made by the Company to the LTIP participants.    Aggregated
    Option/SAR Exercises in Last Fiscal Year and Fiscal Year End
    Option/SAR Values
  Number of SecuritiesUnderlying Unexercised


Value of UnexercisedShares


Value


Options/SARs at


In-the-Money
    Options/SARs atAcquired on


Realized


Fiscal Year End (#)(1)


Fiscal Year End ($)(2)Name

Exercise (#)


($)


Exercisable


Unexercisable(3)


Exercisable


UnexercisableMaynard Jenkins





$




639,616



1,161,616


$
1,992,697


$
416,969Martin Fraser





$




131,198



564,286


$
300,883


$
145,939Dale Ward





$




55,595



277,291


$
77,462


$
70,407Don Watson





$




90,629



265,077


$
216,088


$
66,794Larry Buresh





$




105,169



275,427


$
337,485


$
65,603     (1)
    
    On January 29, 2006, the last day of fiscal 2005, the
    Company accelerated the vesting of all stock option grants with
    an exercise price greater than $15.90 per share. In connection
    with the accelerated vesting, the Company imposed certain
    restrictions on sales of shares acquired under the accelerated
    options prior to the initial vesting dates.(2)
    
    Values are calculated by subtracting the exercise price from the
    fair market value of the underlying common stock. For purposes
    of this table, fair market value is deemed to be $15.90, which
    was the closing price of our common stock reported by the NYSE
    on January 27, 2006.(3)
    
    The incentive bonus units granted pursuant to the LTIP discussed
    above under Note 11  Employee Benefit Plans to
    our consolidated financial statements included in Item 8 of this
    Annual Report cannot be exercised by the LTIP participant.
    Rather, each LTIP participant will be entitled to receive a
    distribution of cash on May 15 of each of the calendar years
    2007, 2008, 2009 and 2010 (each date being a Payment
    Date) equal in value to the amount by which the average of
    the per share closing prices of the Companys common stock
    over a specified period of time after release of the annual
    earnings exceeds the base value of $20.00 (which is subject to
    adjustment in the event of a change in the Companys
    capitalization) multiplied by 25% of the LTIP participants
    aggregate number of incentive bonus units, so long as LTIP
    participant remains continuously employed by the Company through
    the applicable Payment Date. In the event the formula described
    above results in no payment to the LTIP participant on a Payment
    Date, then the incentive bonus units vesting on such date will
    be forfeited without consideration.  Employment
    Agreements
   130




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and/or out-of-pocket
    Compensation
    of Directors
   131




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Compensation
    Committee Interlocks and Insider Participation
    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Number of


Total VotingName

Shares


Power (%)*OppenheimerFunds, Inc.(1)


5,596,820



12.61Karsch Capital Management LP(2)


4,096,830



9.40GLG Partners LP(3)


3,891,447



8.88Blue Harbour Group(4)


3,350,300



7.65Viking Global Performance LLC(5)


2,219,700



5.10James Bazlen(6)(7)


358,357



**Morton Godlas(7)(8)


28,521



**Terilyn A. Henderson(7)


21,012



**Charles K. Marquis(7)


70,000



** 132




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##### Table of Contents



Number of


Total VotingName

Shares


Power (%)*Charles J. Philippin(7)


35,601



**William A. Shutzer(7)(9)


33,671



**Maynard Jenkins(7)(10)


743,524



1.69Larry Buresh(7)(11)


155,617



**Dale Ward(7)(11)


85,921



**Martin Fraser(7)(12)


164,249



**Don Watson(7)(13)


110,353



**All directors and executive
    officers as a group (13 persons)(6)-(11)


1,806,826



4.11     *
    
    As of the Ownership Date, 43,950,751 shares of common stock
    were issued and outstanding.**
    
    Less than 1%.(1)
    
    OppenheimerFunds, Inc. (OFI) is an investment
    adviser and manager of Oppenheimer Capital Income Fund
    (OCIF), a registered investment company. OFI has
    beneficial ownership of 5,596,820 shares and OCIF has
    beneficial ownership of 5,417,320 shares. OFI has shared
    voting and dispositive power with respect to
    5,596,820 shares and OCIF has shared voting and dispositive
    power with respect to 5,417,320 shares. The address for OFI
    is Two World Financial Center, 225 Liberty Street,
    11th Floor, New York, New York
    10281-1008.
    The address for OCIF is 6803 S. Tucson Way,
    Centennial, Colorado 80112. The information with respect to OFI
    and OCIF is as of December 29, 2006, and was obtained from
    the Schedule 13G/A filed with the SEC on their behalf on
    February 6, 2007.(2)
    
    Karsch Management GP, LLC (Karsch GP) is the general
    partner of Karsch Capital Management, LP, an investment adviser.
    (Karsch Management) Michael A. Karsch is the
    managing member of Karsch GP. Each of Karsch GP, Karsch
    Management and Michael A. Karsch has shared voting power and
    shared dispositive power with respect to all 4,096,830 of such
    shares. The business address of each of the reporting entities
    is 110 East 59th Street, 22nd Floor, New York, NY
    10022. The information with respect to Karsch GP, Karsch
    Management and Michael A. Karsch is as of February 20, 2007
    and was obtained from the Schedule 13D/A filed with the SEC
    on their behalf on February 21, 2007.(3)
    
    GLG Partners Limited (the General Partner) is the
    general partner of GLG Partners LP. Each of Noam Gottesman,
    Pierre Lagrange, and Emmanuel Roman is a managing director of
    the General Partner (the Managing Directors). Each
    of GLG Partners LP, the General Partner, and the Managing
    Directors has shared voting and dispositive power with respect
    to all 3,891,447 of such shares. The business address of each of
    the reporting entities is c/o GLG Partners LP, 1 Curzon
    Street, London W1J BHB, United Kingdom. The information with
    respect to the General Partner, GLG Partners LP and the Managing
    Directors is as of December 31, 2006 and was obtained from
    the Schedule 13G/A filed with the SEC on their behalf on
    February 14, 2007.(4)
    
    Blue Harbour Group, LP (Blue Harbor) provides
    investment advisory and investment management services to Blue
    Harbour Strategic Value Partners Master Fund, LP, which
    beneficially owns and has shared voting and dispositive power
    with respect to 2,788,150 shares, and Blue Harbor
    Institutional Partners Master Fund, L.P., which beneficially
    owns and has shared voting and dispositive power with respect to
    562,150 shares (collectively, the Funds), and,
    among other things, exercises all voting and other powers and
    privileges attributable to any securities held for the
    Funds account. Blue Harbour GP, LLC is a general partner
    of the Funds. Blue Harbour Holdings, LLC is a general partner of
    Blue Harbour (each of Blue Harbor GP, LLC, Blue Harbor Holdings,
    LLC and Blue Harbor are collectively referred to as the
    Blue Harbor Entities). Clifton S. Robbins is Chief
    Executive Officer of Blue Harbour. All of the securities held by
    the Funds are deemed beneficially owned by the Blue Harbor
    Entities and Mr. Robbins and each of the Blue Harbour
    Entities and Mr. Robbins has shared voting and dispositive
    power with respect to all 3,350,300 of such shares. The address
    of each of the Funds, the Blue Harbour Entities and
    Mr. Robbins is 240 Greenwich Avenue, Third Floor,
    Greenwich, Connecticut, 06830. The foregoing information is as
    of July 13, 2006 and was obtained from the
    Schedule 13D filed with the SEC on behalf of the Blue
    Harbor Entities on July 17, 2006.(5)
    
    Viking Global Performance LLC (VGP) is the general
    partner of Viking Global Equities LP (VGE). Viking
    Global Investors LP (VGI) is an affiliate of VGP
    that provides managerial services to VGE. VGE 133




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##### Table of Contents



beneficially owns and has shared voting and dispositive power
    with respect to 917,600 shares. VGP and VGI may be deemed
    to beneficially own all shares owned by VGE. O. Andreas
    Halvorsen and David C. Ott are Managing Directors of VGI and
    Members of VGP (the Managing Directors). Each of
    VGP, CGI and the Managing Directors has shared voting and
    dispositive power with respect to all 2,219,700 shares. The
    business address for each of the reporting entities is 55
    Railroad Avenue, Greenwich, CT 06830. The foregoing information
    is as of December 31, 2006 and was obtained from the
    Schedule 13G/A filed with the SEC on their behalf on
    February 14, 2007.(6)
    
    Includes 259,857 shares of common stock held by a revocable
    family trust and 2,000 shares of common stock owned by
    Mr. Bazlens children.(7)
    
    Includes the following shares of our common stock that the
    following individuals have the right to acquire within
    60 days after April 16, 2007, through the exercise of
    options: James Bazlen (96,500); Morton Godlas (20,000); Terilyn
    A. Henderson (20,000); Charles K. Marquis (20,000); Charles J.
    Philippin (20,000); William A. Shutzer (20,000); Maynard Jenkins
    (719,924); Larry Buresh (117,882); Dale Ward (69,240); Martin
    Fraser (131,198); Don Watson (90,629); (and all directors and
    executive officers as a group (1,215,642).(8)
    
    Consists of 8,521 shares of common stock held in a
    revocable family trust.(9)
    
    Includes 2,000 shares of common stock held by a Defined
    Benefit Plan.(10)
    
    Includes 23,600 shares of common stock held in revocable
    family trusts.(11)
    
    Includes shares of restricted stock awarded to our executive
    officers, net of a portion of the restricted stock that has
    already vested as well as shares that were surrendered back to
    the Company to satisfy tax obligations arising from these
    vestings (total net shares as of April 16, 2007 are shown
    in parentheses after each named individual): Dale Ward (11,368),
    Larry Buresh (9,860), and all executive officers as a group
    (48,408). Such shares vest as to
    331/3%
    on each of the first, second and third year anniversaries of the
    grant date and confer the holders with the entire beneficial
    ownership interest in, and all rights and privileges of a
    stockholder as to, such restricted shares, including voting
    rights.(12)
    
    As discussed above in Item 1, Business, as of
    September 2006, Mr. Fraser was no longer employed by the
    Company. The number of shares owned by Mr. Fraser is as of
    September 27, 2006.(13)
    
    As discussed above in Item 1, Business, as of
    September 2006, Mr. Watson was no longer employed by the
    Company. The number of shares owned by Mr. Watson is as of
    September 27, 2006.    Equity
    Compensation Plan Information
  Number of Securities





Number of Securitiesto be Issued upon


Weighted-average


Remaining Available forExercise of


Exercise Price of


Future Issuance underOutstanding Options,


Outstanding Options,


Equity CompensationPlan Category

Warrants and Rights


Warrants and Rights


Plans(1)Equity compensation plans approved
    by security holders


2,151,509


$
14.92



2,009,427Equity compensation plans not
    approved by security holders(2)


216,635


$
11.00



Total


2,368,144


$
14.56



2,009,427     (1)
    
    Excludes the securities to be issued upon exercise of
    outstanding options, warrants and rights. Availability for
    future issuance under our 2004 Stock and Incentive Plan has been
    reduced based on previously issued restricted stock awards
    weighted as set forth in such plan.(2)
    
    Consists of stock options awarded to our Chief Executive Officer
    under the terms of his employment agreement approved by the
    Board of Directors effective concurrent with the Companys
    initial public offering in 1998. 134




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##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions    and/or
    Item 14.
    Principal
    Accountant Fees and Services  Audit
    Committee Pre-Approval Policies
  Rule 2-01 Regulation S-X, Rule 2-01 Regulation S-X.
    2005


2004Audit Fees(1)

$
5,750,975


$
2,459,800Audit-Related Fees(2)


134,513



61,616Tax Fees(3)


328,059



295,020All Other Fees(4)






$
6,213,547


$
2,816,436  135




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##### Table of Contents



(1)
    
    The audit fees for fiscal 2005 and fiscal 2004, respectively,
    were for professional services rendered for the fiscal 2005
    integrated audit (including services pertaining to SOX
    404) and fiscal 2004 audit (including services pertaining
    to implementation of SOX 404) of the consolidated financial
    statements of the Company, the issuance of consents and comfort
    letters in connection with Company financings, the review of
    additional documents filed with the SEC and consultations with
    respect to the application and adoption of new accounting
    pronouncements. The audit fees for fiscal 2005 were
    substantially higher in fiscal 2005 due to the complexity of the
    matters addressed in the restatement of our previously reported
    consolidated financial statements and the length of time it took
    to complete the Audit Committee-led investigation, restatement
    and evaluation of the Companys internal control over
    financial reporting. The audit fees for fiscal 2005 include
    amounts billed through April 15, 2007 related to the
    restatement and completion of our Annual Report on
    Form 10-K
    for fiscal 2005.(2)
    
    The audit-related fees for fiscal 2005 were for professional
    services rendered relative to the Companys acquisition of
    Murrays Inc. and for audit services relative to certain of
    the Companys employee benefit plans. Audit-related fees
    for fiscal 2004 were for professional services rendered relative
    to the Companys planning for evaluating internal controls
    over financial reporting, an assessment of certain of the
    Companys accounting policies and procedures, and audit
    services relative to certain of the Companys employee
    benefit plans.(3)
    
    Tax fees for fiscal 2005 and 2004, respectively, were for
    services related to tax compliance (including reviewing tax
    returns) and tax advice. For fiscal 2005, fees for tax
    compliance totaled $88,800 and fees for tax advice totaled
    $239,259. For fiscal 2004, fees for tax compliance totaled
    $51,000 and fees for tax advice totaled $244,020.(4)
    
    There were no fees billed to the Company during fiscal 2005 or
    2004 for services other than those described above.   136




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##### Table of Contents



PART IV  Item 15.
    Exhibit
    and Financial Statement Schedules              Form 10-K,
    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).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).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 January 16,
    2004, by and among CSK Auto, Inc., CSK Auto Corporation,
    Automotive Information Systems, Inc. and CSKAUTO.COM, Inc. as
    guarantors, and the Bank of New York, as Trustee, incorporated
    herein by reference to Exhibit 99.3 of our Current Report
    on
    Form 8-K,
    filed on January 20, 2004 (File
    No. 001-13927). 137




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##### Table of Contents



ExhibitNumber

Description of Exhibits4
.03

Indenture, dated as of
    July 29, 2005, among CSK Auto, Inc., CSK Auto Corporation,
    CSKAUTO.COM, Inc. and the Bank of New York Trust Company, N.A.,
    as Trustee (including form of note), incorporated herein by
    reference to Exhibit 4.1 of our Current Report on
    Form 8-K,
    filed on July 29, 2005 (File
    No. 001-13927).4
.04

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
.05

Third Supplemental Indenture,
    dated as of June 30, 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 7, 2006 (File
    No. 001-13927).4
.06

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).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

Amendment to Employment Agreement,
    dated as of September 24, 1999, between CSK Auto, Inc. and
    Maynard Jenkins, incorporated herein by reference to
    Exhibit 10.03.1 of our Annual Report on
    Form 10-K,
    filed on April 28, 2000 (File
    No. 001-13927).10
.01.2

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).10
.01.3

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

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

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
.04.1

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
.05

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
.06

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
.07

2004 Stock and Incentive Plan (as
    amended and restated effective as of January 1, 2005),
    incorporated herein by reference to Exhibit 10.7 of our
    Current Report on
    Form 8-K,
    filed on September 26, 2005 (File
    No. 001-13927). 138




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##### Table of Contents



ExhibitNumber

Description of Exhibits10
.08

Form of Restricted Stock Agreement
    pursuant to the CSK Auto Corporation Directors Stock Plan,
    incorporated herein by reference to Exhibit 10.14 of our
    Annual Report on
    Form 10-K,
    filed on April 28, 2000 (File
    No. 001-13927).10
.09

CSK Auto Corporation 2000 Senior
    Executive Stock Loan Plan, incorporated herein by reference to
    Exhibit 10.11 of our Annual Report on
    Form 10-K,
    filed on May 1, 2001 (File
    No. 001-13927).10
.10

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
.11

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
.12

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
.13

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
.14

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
.15

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
.16

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
.17

Employment Agreement, dated
    October 13, 1995, between CSK Auto, Inc. (formerly known as
    Northern Automotive Corporation) and Don Watson, incorporated
    herein by reference to Exhibit 10.21 of our Annual Report
    on
    Form 10-K,
    filed on May 1, 2001 (File
    No. 001-13927)..10
.18

Employment Agreement, between CSK
    Auto, Inc. (formerly known as Northern Automotive Corporation)
    and Lon B. Novatt, incorporated herein by reference to
    Exhibit 10.22 of our Annual Report on
    Form 10-K,
    filed on May 1, 2001 (File
    No. 001-13927).10
.19

Employment Agreement, dated
    February 25, 1997, between CSK Auto, Inc. and Dale E. Ward,
    incorporated herein by reference to Exhibit 10.23 of our
    Annual Report on
    Form 10-K,
    filed on May 1, 2001 (File
    No. 001-13927).10
.20

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
.21

Amended and Restated Severance and
    Retention Agreement, between CSK Auto, Inc. and Lon Novatt,
    dated February 14, 2002, incorporated herein by reference
    to Exhibit 10.31 of our Annual Report on
    Form 10-K,
    filed on April 23, 2002 (File
    No. 001-13927).10
.22

Amended and Restated Severance and
    Retention Agreement, between CSK Auto, Inc. and Dale Ward, dated
    February 14, 2002, incorporated herein by reference to
    Exhibit 10.32 of our Annual Report on
    Form 10-K,
    filed on April 23, 2002 (File
    No. 001-13927).10
.23

Amended and Restated Severance and
    Retention Agreement, between CSK Auto, Inc. and Don Watson,
    dated February 14, 2002, incorporated herein by reference
    to Exhibit 10.33 of our Annual Report on
    Form 10-K,
    filed on April 23, 2002 (File
    No. 001-13927). 139




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##### Table of Contents



ExhibitNumber

Description of Exhibits10
.24

Amended and Restated Severance and
    Retention Agreement, between CSK Auto, Inc. and Martin Fraser,
    dated February 14, 2002, incorporated herein by reference
    to Exhibit 10.34 of our Annual Report on
    Form 10-K,
    filed on April 23, 2002 (File
    No. 001-13927).10
.25

Amended and Restated Severance and
    Retention Agreement, between CSK Auto, Inc. and Larry Ellis,
    dated February 14, 2002, incorporated herein by reference
    to Exhibit 10.35 of our Annual Report on
    Form 10-K,
    filed on April 23, 2002 (File
    No. 001-13927).10
.26

Amended and Restated Severance and
    Retention Agreement, between CSK Auto, Inc. and Larry Buresh,
    dated February 14, 2002, incorporated herein by reference
    to Exhibit 10.36 of our Annual Report on
    Form 10-K,
    filed on April 23, 2002 (File
    No. 001-13927).10
.27

Amended and Restated Severance and
    Retention Agreement, between CSK Auto, Inc. and Bill Evans,
    dated February 14, 2002, incorporated herein by reference
    to Exhibit 10.37 of our Annual Report on
    Form 10-K,
    filed on April 23, 2002 (File
    No. 001-13927).10
.28

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
.29*

Amended and Restated Severance and
    Retention Agreement, between CSK Auto, Inc. and Louis Mancini,
    dated December 20, 2005.10
.30

Form of First Amendment to
    Severance and Retention Agreements, between CSK Auto, Inc. and
    each of its then senior executive officers (other than Maynard
    Jenkins), incorporated herein by reference to our Current Report
    on
    Form 8-K,
    filed on March 3, 2006 (File
    No. 001-13927).10
.31

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
.32

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
.33

Registration Rights Agreement,
    dated July 29, 2005, among CSK Auto, Inc., CSK Auto
    Corporation, CSKAUTO.COM, Inc. and the initial purchasers listed
    therein, incorporated herein by reference to Exhibit 10.3
    to our Current Report on
    Form 8-K,
    filed on July 29, 2005 (File
    No. 001-13927).10
.34

Registration Rights Agreement,
    dated December 19, 2005, among CSK Auto, Inc., CSK Auto
    Corporation, CSKAUTO.COM, Inc. and JPMorgan Securities Inc.,
    incorporated herein by reference to Exhibit 10.2 to our
    Current Report on
    Form 8-K,
    filed on December 20, 2005 (File
    No. 001-13927).10
.35

Employment Agreement, dated
    March 30, 2000, between CSK Auto, Inc. and Jim 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
.35.1

Amendment to Employment Agreement
    with James Bazlen, effective 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).10
.36

Form of Non-Qualified Stock Option
    Agreement 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
.37

Form of Non-Qualified Stock Option
    Agreement 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
.38

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).10
.39

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). 140




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##### Table of Contents



ExhibitNumber

Description of Exhibits10
.40

Summary of Executive Compensation
    Agreements, incorporated herein by reference to
    Exhibit 10.36 of our Annual Report on
    Form 10-K,
    filed on May 2, 2005 (File
    No. 001-13927).10
.41

Waiver, dated as of May 1,
    2005, to the Amended and Restated Credit Agreement, dated as of
    January 16, 2004, among CSK AUTO, INC., the several banks
    and other financial institutions or entities from time to time
    party thereto (the Lenders), the Syndication Agent
    and the Co-Documentation Agents named therein, and JPMorgan
    Chase Bank, as administrative agent for the Lenders,
    incorporated herein by reference to Exhibit 10.37 of our
    Annual Report on
    Form 10-K,
    filed on May 2, 2005 (File
    No. 001-13927).10
.42

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
.43

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
.44

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
.45

Amended and Restated Credit
    Agreement, dated as of January 16, 2004, among CSK Auto,
    Inc., the several lenders from time to time party thereto,
    JPMorgan Chase Bank, as administrative agent for the Lenders,
    and the syndication agent and co-documentation agents parties
    thereto, incorporated herein by reference to Exhibit 99.2
    of our Current Report on
    Form 8-K,
    filed on January 20, 2004 (File
    No. 001-13927).10
.46

Amendment No. 1 to the
    Amended and Restated Credit Agreement, dated as of
    January 16, 2004, among CSK Auto, Inc., the several lenders
    from time to time parties thereto, JPMorgan Chase Bank, as
    administrative agent for the Lenders, and the syndication agent
    and co-documentation agents party thereto, dated as of
    April 29, 2004, incorporated herein by reference to
    Exhibit 4.01.1 of our Quarterly Report on
    Form 10-Q,
    filed on June 14, 2004 (File
    No. 001-13927).10
.47

Amendment No. 2 to the
    Amended and Restated Credit Agreement, dated as of
    January 16, 2004, among CSK Auto, Inc., the several lenders
    from time to time parties thereto, JPMorgan Chase Bank, as
    administrative agent for the Lenders, and the syndication agent
    and co-documentation agents party thereto, dated as of
    August 10, 2004, incorporated herein by reference to
    Exhibit 99.1 of our Current Report on
    Form 8-K,
    filed on August 12, 2004 (File
    No. 001-13927).10
.48

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
.48.1

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
.49

Amended and Restated Guarantee and
    Collateral Agreement, dated as of July 29, 2005, among CSK
    Auto, Inc., CSKAUTO.COM, Inc., CSK Auto Corporation, and
    JPMorgan Chase Bank, N.A., as administrative agent, incorporated
    herein by reference to Exhibit 10.2 of our Current Report
    on
    Form 8-K,
    filed on July 29, 2005 (File
    No. 001-13927).10
.50

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
.50.1*

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.10
.50.2*

Second Amendment, dated as of
    April 27, 2007, 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. 141




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##### Table of Contents



ExhibitNumber

Description of Exhibits10
.51

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
.52

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).10
.53

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
.54

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
.55

Form of Election Agreement between
    Optionee and CSK Auto Corporation, incorporated by reference to
    our Current Report on
    Form 8-K
    filed on December 22, 2006 (File
    No. 001-13927).10
.56

Form of Second Amended and
    Restated Severance and Retention Agreement between CSK Auto,
    Inc. and each of its then senior executive officers (other than
    Maynard Jenkins), incorporated by reference to our Current
    Report on
    Form 8-K
    filed on February 27, 2007 (File
    No. 001-13927).21
.01*

Subsidiaries of the Company.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).99
.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).     *
    
    Filed herewith.
    
    Executive compensation plans or arrangements. 142




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##### Table of Contents



Schedule I
  CSK AUTO
    CORPORATION
    (Parent Company Only)
  BALANCE
    SHEETS
  January 29,


January 30,2006


2005(Restated)(In thousands,except share data)ASSETSInvestment in subsidiaries

$
156,157


$
120,139Total assets

$
156,157


$
120,139LIABILITIES AND
    STOCKHOLDERS EQUITYStockholders equity:Common stock, $0.01 par
    value, 90,000,000 shares authorized, 43,830,322 and
    45,116,301 shares issued and outstanding at
    January 29, 2006 and January 30, 2005, respectively

$
438


$
451Deferred compensation


(1,735
)


(1,018
)Additional paid-in capital


426,560



447,612Stockholder receivable






(10
)Accumulated deficit


(269,106
)


(326,896
)Total stockholders equity


156,157



120,139Total liabilities and
    stockholders equity

$
156,157


$
(120,139
)    143




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##### Table of Contents



Schedule I
  CSK AUTO
    CORPORATION
    (Parent Company Only)
  STATEMENTS
    OF OPERATIONS
  Fiscal Year EndedJanuary 29,


January 30,


February 1,2006


2005


2004(Restated)


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

$
57,790


$
59,562


$
(21,948
)Income (loss) before income taxes


95,038



99,012



(36,686
)Income tax expense (benefit)


37,248



39,450



(14,738
)Net income (loss)

$
57,790


$
59,562


$
(21,948
)Basic earnings per share:Net income (loss) per share

$
1.30


$
1.30


$
(0.48
)Shares used in computing per share
    amounts


44,465,409



45,713,271



45,657,710Diluted earnings per share:Net income (loss) per share

$
1.29


$
1.29


$
(0.48
)Shares used in computing per share
    amounts


44,812,302



46,002,376



45,657,710    144




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##### Table of Contents



Schedule I
    CSK AUTO CORPORATION
    (Parent Company Only)
    STATEMENTS OF STOCKHOLDERS EQUITY
  Common Stock


Additional Paid-


Stockholder


Deferred


AccumulatedShares


Amount


in Capital


Receivable


Compensation


Deficit


Total Equity(In thousands, except share data)Balances at February 2,
    2003 (As Previously Reported)


45,148,230


$
452


$
448,279


$
(342
)

$



$
(259,002
)

$
189,387Adjustments (see Note 1)










880











(105,508
)


(104,628
)Balances at February 2,
    2003 (Restated)


45,148,230



452



449,159



(342
)






(364,510
)


84,759Exercise of options


1,348,279



13



15,942















15,955Tax benefit relating to stock
    option exercises










2,333















2,333Recovery of stockholder receivable














269











269Restricted stock


1,427







22















22Compensation expense, stock options
    (restated)










107















107Net loss (restated)






















(21,948
)


(21,948
)Balances at February 1,
    2004 (Restated)


46,497,936



465



467,563



(73
)






(386,458
)


81,497Repurchase and retirement of common
    stock


(1,574,956
)


(16
)


(23,710
)














(23,726
)Restricted stock


4,463







1,209







(1,164
)






45Amortization of deferred
    compensation


















146







146Recovery of stockholder receivable














63











63Exercise of options


188,858



2



2,072















2,074Tax benefit relating to stock
    option exercises










390















390Compensation expense, stock options
    (restated)










88















88Net income (restated)






















59,562



59,562Balances at January 30,
    2005 (Restated)


45,116,301



451



447,612



(10
)


(1,018
)


(326,896
)


120,139Exercise of options


105,590



1



1,129















1,130Tax benefit relating to stock
    option exercises










231















231Recovery of stockholder receivable














10











10Restricted stock


17,731







1,159







(1,288
)






(129
)Amortization of deferred
    compensation


















571







571Warrants and call options, net of
    tax










1,437















1,437Purchase and retirement of common
    stock


(1,409,300
)


(14
)


(25,015
)














(25,029
)Compensation expense, stock options










7















7Net income






















57,790



57,790Balances at January 29,
    2006


43,830,322


$
438


$
426,560


$



$
(1,735
)

$
(269,106
)

$
156,157    145




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##### Table of Contents



Schedule I
  CSK AUTO
    CORPORATION
    (Parent Company Only)
  STATEMENTS
    OF CASH FLOWS
  Fiscal Year EndedJanuary 29,


January 30,


February 1,2006


2005


2004(Restated)


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

$
57,790


$
59,562


$
(21,948
)Adjustments to reconcile net
    income to net cash provided by operating activities:Equity interest in net income from
    subsidiaries


(57,790
)


(59,562
)


21,948Net 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

$



$



$
    146




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##### Table of Contents



Schedule I
  CSK AUTO
    CORPORATION
    (Parent Company Only)
  NOTE TO
    FINANCIAL STATEMENT SCHEDULE
     147




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##### Table of Contents



CSK AUTO
    CORPORATION AND SUBSIDIARIES
    SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
    For the Fiscal Years 2005, 2004, and 2003
    ($ In Thousands)
  Balance at


Charged to


Purchase





Balance atBeginning


Costs and


Accounting





EndDescription

of Period


Expenses


Adjustments


Deductions


of PeriodAllowance for Bad
    Debts:Year Ended February 1, 2004

$
2,736



5,032







(6,242
)

$
1,526Year Ended January 30, 2005

$
1,526



6,579







(7,536
)

$
569Year Ended January 29, 2006

$
569



2,674



49



(2,856
)

$
436Allowance for Closed
    Stores:Year Ended February 1, 2004

$
4,422



12,522







(4,943
)

$
12,001Year Ended January 30, 2005

$
12,001



2,229







(6,456
)

$
7,774Year Ended January 29, 2006

$
7,774



2,903



324



(3,968
)

$
7,033Allowance for Inventory
    Shrink:Year Ended February 1, 2004
    (Restated)(1)

$
21,516



32,688







(34,580
)

$
19,624Year Ended January 30, 2005
    (Restated)(1)

$
19,624



20,840







(27,385
)

$
13,079Year Ended January 29, 2006

$
13,079



28,780



658



(30,029
)

$
12,488Allowance for Inventory
    Obsolescence:Year Ended February 1, 2004

$
















Year Ended January 30, 2005

$




1,469










$
1,469Year Ended January 29, 2006

$
1,469



(462
)


255



(50
)

$
1,212Allowance for Deferred Tax
    Asset:Year Ended February 1, 2004
    (Restated)(1)

$
1,752














$
1,752Year Ended January 30, 2005
    (Restated)(1)

$
1,752














$
1,752Year Ended January 29, 2006

$
1,752














$
1,752     (1)
    
    See Note 1  Restatement of Consolidated
    Financial Statements to the consolidated financial statements
    included in Item 8 of this Annual Report. 148




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##### Table of Contents



SIGNATURES
      By:
    /s/  MAYNARD
    L. JENKINS, JR.   Chairman and Chief Executive Officer
  POWER OF
    ATTORNEY
  attorney-in-fact attorney-in-fact Form 10-K attorney-in-fact
    /s/  MAYNARD
    L. JENKINS
    JR.Maynard
    L. Jenkins Jr.

Chairman of the Board and
    Chief Executive Officer
    (Principal Executive Officer)/s/  JAMES
    G. BAZLENJames
    G. Bazlen

Director/s/  MORTON
    GODLASMorton
    Godlas

Director/s/  TERILYN
    A.
    HENDERSONTerilyn
    A. Henderson

Director/s/  CHARLES
    K. MARQUISCharles
    K. Marquis

Director 149




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##### Table of Contents



/s/  CHARLES
    J.
    PHILIPPINCharles
    J. Philippin

Director/s/  WILLIAM
    A. SHUTZERWilliam
    A. Shutzer

Director/s/  JAMES
    B. RILEYJames
    B. Riley

Senior Vice President and
    Chief Financial Officer
    (Principal Financial Officer and
    Principal Accounting Officer)  150




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##### Table of Contents



Exhibit
    Index
  ExhibitNumber10
.29*

Amended and Restated Severance and
    Retention Agreement, between CSK Auto, Inc. and Louis Mancini,
    dated December 20, 2005.10
.50.1*

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.10
.50.2*

Second Amendment, dated as of
    April 27, 2007, 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.21
.01*

Subsidiaries of the Company.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.     *
    
    Filed herewith.