CSK AUTO CORP, 10-Q, 1998-12-16

CSK AUTO CORP
10-Q, 1998-12-16
AUTO & HOME SUPPLY STORES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q

(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 1, 1998

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 001-13927

CSK AUTO CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
DELAWARE 86-0765798
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>

<TABLE>
<S> <C>
645 E. MISSOURI AVE. SUITE 400, PHOENIX, 85012
ARIZONA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>

(602) 265-9200
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

N/A
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)

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

[X] Yes [ ] No

As of December 11, 1998, CSK Auto Corporation had 27,760,613 shares of
common stock outstanding.

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<PAGE> 2

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CSK AUTO CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
(UNAUDITED)
NOVEMBER 1, FEBRUARY 1,
1998 1998
----------- -----------
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 6,748 $ 4,852
Receivables, net of allowances of $2,377 and $2,403,
respectively.............................................. 49,377 37,566
Inventories................................................. 400,811 367,366
Assets held for sale........................................ 357 2,418
Prepaid expenses and other current assets................... 20,345 14,143
--------- ---------
Total current assets.............................. 477,638 426,345
--------- ---------
Property and equipment, net................................. 102,687 85,940
Leasehold interests, net.................................... 9,867 10,934
Deferred income taxes....................................... 15,181 22,021
Other assets, net........................................... 7,524 18,011
--------- ---------
Total assets...................................... $ 612,897 $ 563,251
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable............................................ $ 106,790 $ 109,962
Outstanding checks.......................................... 16,226 4,308
Accrued payroll and related expenses........................ 22,622 20,869
Accrued expenses and other current liabilities.............. 42,874 40,818
Due to affiliates........................................... -- 1,000
Current maturities of amounts due under Senior Credit
Facility.................................................. 840 1,000
Current maturities of capital lease obligations............. 8,734 8,671
Deferred income taxes....................................... 4,066 4,066
--------- ---------
Total current liabilities......................... 202,152 190,694
--------- ---------
Amounts due under Senior Credit Facility.................... 204,740 239,050
Obligations under 11% Senior Subordinated Notes............. 81,250 125,000
Obligations under 12% Subordinated Notes.................... -- 50,000
Obligations under capital leases............................ 18,816 16,241
Other....................................................... 9,687 17,321
--------- ---------
Total non-current liabilities..................... 314,493 447,612
--------- ---------
Commitments and contingencies
Stockholders' equity (deficit):
Common stock, $0.01 par value, 50,000,000 shares
authorized (fiscal 1998) and 41,666,752 shares
authorized (fiscal 1997), 27,742,022 shares at November
1, 1998 and 19,113,388 shares at February 1, 1998
issued and outstanding................................. 277 191
Additional paid-in capital................................ 289,094 130,513
Stockholder receivable.................................... (1,018) (1,168)
Deferred compensation..................................... (535) (675)
Accumulated deficit....................................... (191,566) (203,916)
--------- ---------
Total stockholders' equity (deficit).............. 96,252 (75,055)
--------- ---------
Total liabilities and stockholders' equity
(deficit)....................................... $ 612,897 $ 563,251
========= =========
</TABLE>

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

1
<PAGE> 3

CSK AUTO CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
------------------------- -------------------------
NOVEMBER 1, NOVEMBER 2, NOVEMBER 1, NOVEMBER 2,
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales.................................... $ 263,142 $ 216,908 $ 756,266 $ 636,465
Cost of sales................................ 136,111 116,671 403,857 358,917
---------- ---------- ---------- ----------
Gross Profit................................. 127,031 100,237 352,409 277,548
Other costs and expenses:
Operating and administrative............... 103,521 83,129 291,966 241,324
Transition and integration expenses........ -- -- 3,075 --
Write-off of unamortized management fee.... -- -- 3,643 --
---------- ---------- ---------- ----------
Operating profit............................. 23,510 17,108 53,725 36,224
Interest expense............................. 6,924 10,101 23,532 29,815
---------- ---------- ---------- ----------
Income before income taxes and extraordinary
loss....................................... 16,586 7,007 30,193 6,409
Income tax expense........................... 6,059 2,687 11,076 2,471
---------- ---------- ---------- ----------
Income before extraordinary loss............. 10,527 4,320 19,117 3,938
Extraordinary loss, net of $4,236 of income
taxes...................................... -- -- (6,767) --
---------- ---------- ---------- ----------
Net income................................... $ 10,527 $ 4,320 $ 12,350 $ 3,938
========== ========== ========== ==========
Basic earnings per share:
Income before extraordinary loss........... $ 0.38 $ 0.25 $ 0.73 $ 0.23
Extraordinary loss, net of income taxes.... -- -- (0.26) --
---------- ---------- ---------- ----------
Net income................................. $ 0.38 $ 0.25 $ 0.47 $ 0.23
========== ========== ========== ==========
Shares used in computing per share amounts... 27,738,468 17,105,000 26,348,305 17,105,000
========== ========== ========== ==========
Diluted earnings per share:
Income before extraordinary loss........... $ 0.37 $ 0.25 $ 0.70 $ 0.23
Extraordinary loss, net of income taxes.... -- -- (0.25) --
---------- ---------- ---------- ----------
Net income................................. $ 0.37 $ 0.25 $ 0.45 $ 0.23
========== ========== ========== ==========
Shares used in computing per share amounts... 28,579,609 17,105,000 27,253,660 17,105,000
========== ========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE> 4

CSK AUTO CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
------------------- PAID-IN ACCUMULATED STOCKHOLDER DEFERRED TOTAL EQUITY
SHARES AMOUNT CAPITAL DEFICIT RECEIVABLE COMPENSATION (DEFICIT)
---------- ------ ---------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at February 1, 1998..... 19,113,388 $191 $130,513 $(203,916) $(1,168) $(675) $(75,055)
Amortization of deferred
compensation (unaudited).... -- -- -- -- -- 140 140
Recovery of shareholder
receivable (unaudited)...... -- -- -- -- 150 -- 150
Exercise of options
(unaudited)................. 3,634 -- 44 -- -- -- 44
Issuance of common stock in
initial public offering, net
of transaction costs
(unaudited)................. 8,625,000 86 158,537 -- -- -- 158,623
Net income (unaudited)........ -- -- -- 12,350 -- -- 12,350
---------- ---- -------- --------- ------- ----- --------
Balance at November 1, 1998
(unaudited)................... 27,742,022 $277 $289,094 $(191,566) $(1,018) $(535) $ 96,252
========== ==== ======== ========= ======= ===== ========
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE> 5

CSK AUTO CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
THIRTY-NINE WEEKS ENDED
------------------------------------
NOVEMBER 1, 1998 NOVEMBER 2, 1997
---------------- ----------------
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net income................................................ $ 12,350 $ 3,938
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization of property and
equipment............................................ 15,706 13,235
Amortization of leasehold interests.................... 703 938
Amortization of other deferred charges................. 447 693
Amortization of deferred financing costs............... 778 1,627
Extraordinary loss on early retirement of debt, net of
income taxes......................................... 6,767 --
Write-off of unamortized deferred charge............... 3,643 --
Deferred income taxes.................................. 11,076 2,470
Change in operating assets and liabilities:
Receivables.......................................... (11,767) (7,136)
Inventories.......................................... (33,445) (36,593)
Prepaid expenses and other current assets............ (6,361) (2,380)
Accounts payable..................................... (3,172) (5,736)
Outstanding checks................................... 11,918 4,484
Accrued payroll, accrued expenses and other current
liabilities....................................... 3,938 12,540
Other operating activities............................. (3,705) (4,219)
-------- --------
Net cash provided by (used in) operating activities.... 8,876 (16,139)
-------- --------
Cash flows used in investing activities:
Capital expenditures................................... (29,884) (12,468)
Expenditures for assets held for sale.................. (14,446) (9,160)
Proceeds from sale of property and equipment and assets
held for sale........................................ 19,915 7,384
Due to affiliate....................................... (1,000) --
Other investing activities............................. (358) (53)
-------- --------
Net cash used in investing activities.................. (25,773) (14,297)
-------- --------
Cash flows provided by financing activities:
Borrowings under Senior Credit Facility................ 85,000 56,500
Payments of debt....................................... (65,645) (21,000)
Issuance of common stock in initial public offering.... 172,482 --
Underwriters' discount and other costs of initial
public offering...................................... (13,859) --
Premiums paid upon early retirement of debt............ (4,875) --
Retirement of 11% Senior Subordinated Notes............ (43,750) --
Retirement of 12% Subordinated Notes................... (50,000) --
Payment of Senior Credit Facility with public offering
proceeds............................................. (53,825) --
Payments on capital lease obligations.................. (6,636) (5,484)
Recovery of stockholder receivable..................... 150 5,966
Other financing activities............................. (249) (4,453)
-------- --------
Net cash provided by financing activities................... 18,793 31,529
-------- --------
Net increase in cash and cash equivalents................... 1,896 1,093
Cash and cash equivalents, beginning of period.............. 4,852 5,223
-------- --------
Cash and cash equivalents, end of period.................... $ 6,748 $ 6,316
======== ========
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE> 6

CSK AUTO CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THIRTEEN AND THIRTY-NINE WEEKS ENDED NOVEMBER 1, 1998

CSK Auto Corporation is a holding company. At November 1, 1998, CSK Auto
Corporation had no business activity other than its investment in CSK Auto,
Inc., a wholly-owned subsidiary ("Auto"). On a consolidated basis, CSK Auto
Corporation and CSK Auto, Inc. are referred to herein as the "Company".

CSK Auto, Inc. is a specialty retailer of automotive aftermarket parts and
accessories. At November 1, 1998, the Company operated 773 stores in 12 Western
states. The Company operates as a fully integrated chain under three brand
names: Checker Auto Parts, founded in 1968 and operating in the Southwest and
Rocky Mountain states; Schuck's Auto Supply, founded in 1917 and operating in
the Pacific Northwest; and Kragen Auto Parts, founded in 1947 and operating
primarily in California.

1. BASIS OF PRESENTATION

The unaudited condensed consolidated financial statements included herein
were prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission (the"SEC"), but do not include all
information and footnotes required by generally accepted accounting principles.
In the opinion of management, the condensed consolidated financial statements
reflect all adjustments, which are of a normal recurring nature, necessary for a
fair presentation of the Company's financial position and the results of its
operations. The accompanying condensed consolidated financial statements should
be read in conjunction with the financial statements and related notes thereto
for the fiscal year ended February 1, 1998, as included in the Company's Annual
Report on Form 10-K.

2. INVENTORIES

Inventories are valued at the lower of cost or market, cost being
determined utilizing the last-in, first-out (LIFO) method. An actual valuation
of inventory under the LIFO method can only be calculated at the end of a fiscal
year based upon the inventory levels and costs at that time. Accordingly,
interim LIFO calculations reflected herein are based upon management's estimates
of year-end inventory levels and costs. The replacement cost of inventories
approximated $344.1 million and $316.2 million at November 1, 1998 and February
1, 1998, respectively.

3. INITIAL PUBLIC OFFERING OF COMMON STOCK

On March 17, 1998, the Company completed an initial public offering of
8,625,000 shares of its common stock. The initial public offering generated net
proceeds of approximately $159.1 million which were used to reduce outstanding
debt of the Company as follows (in millions):

<TABLE>
<S> <C>
12% Subordinated Notes.......................... $ 50.0
11% Senior Subordinated Notes................... 43.8
Senior Credit Facility.......................... 53.8
Premiums on retirement.......................... 4.9
Accrued interest................................ 6.6
------
Total................................... $159.1
======
</TABLE>

Upon the retirement of the Company's 12% Subordinated Notes, all of Auto's
outstanding preferred stock was cancelled. Upon the consummation of the initial
public offering, the Company recorded an extraordinary loss of $6.8 million, net
of taxes. Such extraordinary loss consisted primarily of the premiums paid in
connection with the redemption of indebtedness and the write-off of a portion of
deferred debt issuance costs.

In connection with the initial public offering, the Company's Board of
Directors approved a 17.105 to 1 stock split. Accordingly, all share information
herein has been adjusted to give retroactive effect to such stock

5
<PAGE> 7
CSK AUTO CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THIRTEEN AND THIRTY-NINE WEEKS ENDED NOVEMBER 1, 1998 -- (CONTINUED)

split. In addition, under the terms of the Company's restated Certificate of
Incorporation in effect at the time of the initial public offering, each share
of each class of outstanding capital stock of the Company automatically
converted to common stock upon the consummation of the initial public offering
on March 17, 1998.

In March 1998, the Company amended its Certificate of Incorporation to
increase the total common stock authorization to 50 million shares.

4. EARNINGS PER SHARE

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, Earnings per Share ("FAS 128"). FAS
128 establishes standards for computing and presenting earnings per share
("EPS") and supercedes APB Opinion No. 15, Earnings per Share ("APB 15"). FAS
128 replaces the presentation of primary EPS with a presentation of basic EPS
which excludes dilution and is computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding during
the period. This statement also requires dual presentation of basic EPS and
diluted EPS on the face of the income statement for all periods presented.
Diluted EPS is calculated similarly to fully diluted EPS pursuant to APB 15,
with some modifications. FAS 128 is effective for financial statements issued
for periods ending after December 15, 1997, including interim periods. The
statement requires restatement of all prior-period EPS data presented after the
effective date. Consequently, the Company adopted FAS 128 effective as of fiscal
1997 and has restated all prior period EPS data presented within these financial
statements. Calculation of shares used in computing per share amounts under the
provisions of FAS 128 and SEC Staff Accounting Bulletin No. 98 is summarized as
follows: (unaudited)

<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
----------------------------------- -----------------------------------
NOVEMBER 1, 1998 NOVEMBER 2, 1997 NOVEMBER 1, 1998 NOVEMBER 2, 1997
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Common stock outstanding:
Beginning of period..... 27,738,388 17,105,000 19,113,388 17,105,000
End of period........... 27,742,022 17,105,000 27,742,022 17,105,000
Issued during the
period............... 3,634 -- 8,628,634 --
Weighted average shares... 27,738,468 17,105,000 26,348,305 17,105,000
</TABLE>

Weighted average shares issuable under employee stock options, totaling
841,141 and 905,355 are included in the shares used in computing diluted per
share amounts for the thirteen weeks and thirty-nine weeks ended November 1,
1998, respectively.

5. WRITE-OFF OF UNAMORTIZED MANAGEMENT FEE

In connection with the Acquisition and Financings that occurred in October
1996 (See the Company's Annual Report on Form 10-K), the Company pre-paid a fee
of $5.0 million to its then majority shareholder in connection with a management
advisory and consulting services agreement (the "Management Agreement"). The
term of the Management Agreement was 5 years unless earlier terminated as a
result of the occurrence of certain events, including the initial public
offering of a class of equity securities. Upon the consummation of the initial
public offering in March 1998, the Management Agreement terminated and the
remaining unamortized portion of the pre-paid fee ($3.6 million) was expensed.

6. LEGAL MATTERS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THIRTEEN AND THIRTY-NINE WEEKS ENDED NOVEMBER 1, 1998 -- (CONTINUED)

be a class action for all present and former California store managers and
senior assistant managers and seeks overtime pay for a period beginning in May
of 1995 as well as injunctive relief requiring overtime pay in the future. This
case is in early stages of discovery. The Company has recently been served with
two other lawsuits purporting to be class actions filed in California state
courts in Orange County and Fresno, California by thirteen other former and
current employees. These lawsuits include similar claims to the San Diego
lawsuit, except that they also include claims for unfair business practices, and
the Orange County lawsuit includes a claim for punitive damages based on an
unlawful conversion theory. If these cases are permitted by the courts to
proceed as a class action and are decided adversely, the Company's aggregate
potential exposure could be material to its results of operations for the year
in which the cases are ultimately decided. The Company does not believe,
however, that such an adverse outcome, if it were to happen, would materially
affect its financial position or its operations in subsequent periods. Although
at this early stage in the litigation it is difficult to predict their outcomes
with any certainty, the Company believes it has meritorious defenses to all of
these cases and intends to defend them vigorously.

7. SUBSEQUENT EVENT

On November 13, 1998, the Company filed a registration statement with the
Securities and Exchange Commission for a secondary public offering of seven
million shares of common stock. All of the shares included in the offering were
sold by existing stockholders. The offering was successfully completed on
December 14, 1998.

7
<PAGE> 9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

The Company's business is seasonal in nature, with the highest sales
occurring in the summer months of June through August. The Company's business is
also affected by weather conditions because unusually severe or inclement
weather tends to reduce sales as elective maintenance is postponed during such
periods. However, extremely hot or cold temperatures can enhance sales by
causing auto parts to fail and by increasing demand for seasonal products.

On December 8, 1997, the Company acquired 82 stores located in the Los
Angeles market from Trak Auto Corporation (the "Trak West" stores). During the
first quarter of fiscal 1998, the Company completed the integration of these
stores into its operations.

On March 17, 1998, the Company completed an initial public offering of
approximately 8.6 million shares of its common stock and utilized the net
proceeds thereof (approximately $159.1 million) to reduce outstanding debt.

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
-------------------------- --------------------------
NOVEMBER 1, NOVEMBER 2, NOVEMBER 1, NOVEMBER 2,
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales.......................... 100.0% 100.0% 100.0% 100.0%
Cost of sales...................... 51.7% 53.8% 53.4% 56.4%
------ ------ ------ ------
Gross profit....................... 48.3% 46.2% 46.6% 43.6%
Other costs and expenses:
Operating and administrative..... 39.4% 38.3% 38.6% 37.9%
Transition and integration
expenses...................... -- -- 0.4% --
Write-off of unamortized
management fee................ -- -- 0.5% --
------ ------ ------ ------
Operating profit................... 8.9% 7.9% 7.1% 5.7%
Interest expense................... 2.6% 4.7% 3.1% 4.7%
------ ------ ------ ------
Income before income taxes and
extraordinary loss............... 6.3% 3.2% 4.0% 1.0%
Income tax expense................. 2.3% 1.2% 1.5% 0.4%
------ ------ ------ ------
Income before extraordinary loss... 4.0% 2.0% 2.5% 0.6%
Extraordinary loss, net of tax..... -- -- (0.9%) --
------ ------ ------ ------
Net income......................... 4.0% 2.0% 1.6% 0.6%
====== ====== ====== ======
</TABLE>

THIRTEEN WEEKS ENDED NOVEMBER 1, 1998 COMPARED TO THIRTEEN WEEKS ENDED
NOVEMBER 2, 1997

Net sales for the thirteen weeks ended November 1, 1998 (the "third quarter
of fiscal 1998") increased $46.2 million, or 21.3%, over net sales for the
thirteen weeks ended November 2, 1997, primarily reflecting an increase in the
number of stores operated. As a result of the acquisition of 82 Trak West stores
in December 1997 and new store openings during the past 12 months, the Company
operated 773 stores at the end of the third quarter of fiscal 1998 compared to
606 stores at the end of the third quarter of fiscal 1997. Comparable store
sales for the third quarter of fiscal 1998 increased by 3%. During the third
quarter of fiscal 1998, the Company opened 27 new stores, relocated 5 stores,
expanded 2 stores and closed 1 store in addition to those relocated.

Gross profit for the third quarter of fiscal 1998 was $127.0 million, or
48.3% of net sales, compared to $100.2 million, or 46.2% of net sales, for the
comparable period of fiscal 1997. The increase in gross profit
8
<PAGE> 10

percentage primarily resulted from the Company's ability to obtain generally
better pricing and more favorable terms and support from its vendors as a result
of the Company's improving operating results and financial condition.

Operating and administrative expenses increased by $20.4 million to $103.5
million, or 39.4% of net sales, for the third quarter of fiscal 1998 from $83.1
million, or 38.3% of net sales, for the comparable period of fiscal 1997. The
increase in expenses is primarily the result of the operating costs of new
stores that are in the early stages of maturation and the operating costs of the
acquired Trak West stores, which exceed the Company average as a percent of
sales.

Operating profit increased to $23.5 million, or 8.9% of net sales, for the
third quarter of fiscal 1998 compared to $17.1 million, or 7.9% of net sales,
for the comparable period of fiscal 1997, due to the factors cited above.

Interest expense for the third quarter of fiscal 1998 totaled $6.9 million
compared to $10.1 million for the third quarter of fiscal 1997. The decrease in
expense is the result of the early retirement of debt with the proceeds of the
initial public offering.

As a result of the above factors, net income increased to $10.5 million, or
$0.37 per diluted common share, for the third quarter of fiscal 1998, compared
to net income of $4.3 million, or $0.25 per diluted common share, for the third
quarter of fiscal 1997.

Earnings before interest, taxes, depreciation and amortization ("EBITDA")
increased by $6.5 million to $29.0 million in the third quarter of fiscal 1998,
compared to $22.5 million for the third quarter of fiscal 1997. EBITDA is used
by the Company for the purpose of analyzing operating performance, leverage and
liquidity. Additionally, the Company's $300.0 million Senior Credit Facility
contains various financial covenants that are based upon EBITDA as it is defined
in the Senior Credit Facility. EBITDA is not a measure of financial performance
under generally accepted accounting principles and should not be considered as
an alternative to net income as a measure of the Company's operating
performance.

THIRTY-NINE WEEKS ENDED NOVEMBER 1, 1998 COMPARED TO THIRTY-NINE WEEKS ENDED
NOVEMBER 2, 1997

Net sales for the thirty-nine weeks ended November 1, 1998 increased $119.8
million, or 18.8% over net sales for the thirty-nine weeks ended November 2,
1997, primarily reflecting an increase in the number of stores operated.
Comparable store sales for the thirty-nine weeks ended November 1, 1998
increased by 1% and was affected by unseasonably cooler temperatures and rain in
many of the Company's key markets during the first and second quarters. As a
result of the acquisition of 82 Trak West stores in December 1997 and new store
openings, the Company operated 773 stores at the end of the third quarter of
fiscal 1998 compared to 606 stores at the end of the third quarter of fiscal
1997. During the first thirty-nine weeks of fiscal 1998, the Company opened 60
new stores, expanded 4 stores, relocated 24 stores and closed 5 stores in
addition to those closed due to relocations.

Gross profit for the thirty-nine weeks ended November 1, 1998 was $352.4
million, or 46.6 % of net sales, compared to $277.5 million, or 43.6% of net
sales, for the comparable period of fiscal 1997. The increase in gross profit
percentage primarily resulted from the Company's ability to obtain generally
better pricing and more favorable terms and support from its vendors as a result
of the Company's improving operating results and financial condition.

Operating and administrative expenses increased by $50.6 million to $292.0
million, or 38.6% of net sales, for the thirty-nine week period of fiscal 1998
from $241.3 million, or 37.9% of net sales, for the comparable period of fiscal
1997. The increase in expense is primarily the result of the operating costs of
new stores that are in the early stages of maturation and the operating costs of
the former Trak West stores, which exceed the Company average as a percent of
sales. In addition, the Company incurred $3.1 million of one-time expense during
the first quarter of fiscal 1998 to complete the integration of the former Trak
West stores into the Company's operations and a $3.6 million non-cash charge to
write off the remaining unamortized balance of a pre-paid management consulting
and advisory services agreement that terminated by its terms upon the
consummation of the initial public offering.
9
<PAGE> 11

Operating profit increased to $53.7 million, or 7.1% of net sales, for the
thirty-nine week period of fiscal 1998 compared to $36.2 million, or 5.7% of net
sales, for the comparable period of fiscal 1997, due to the factors cited above.

Interest expense for the thirty-nine week period of fiscal 1998 totaled
$23.5 million compared to $29.8 million for the comparable period of fiscal
1997. The decrease in expense is primarily the result of the early retirement of
approximately $147.6 million of outstanding debt with the proceeds of the
initial public offering. As a result of such retirement of debt, the Company
incurred an extraordinary loss of $6.8 million, net of tax, which consisted
primarily of the premiums paid in connection with the retirement of such
indebtedness and the write-off of a portion of deferred debt issuance costs.

As a result of the above factors, net income increased to $12.4 million, or
$0.45 per diluted common share, for the first thirty-nine weeks of fiscal 1998,
compared to $3.9 million, or $0.23 per diluted common share, for the comparable
period of fiscal 1997. Pro forma net income for the first thirty-nine weeks of
fiscal 1998 was approximately $24.1 million, or $0.84 per diluted common share,
assuming that the initial public offering and related retirement of indebtedness
had occurred on the first day of fiscal 1998 and adjusting for the extraordinary
loss and other non-recurring items discussed above.

As a result of the factors cited above, EBITDA increased by $25.6 million
to $77.3 million in the thirty-nine weeks ended November 1, 1998, compared to
$51.7 million for the comparable period of fiscal 1997.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary cash needs have been for the funding of working
capital requirements (primarily inventory) and store fixtures and leasehold
improvements associated with its store expansion and relocation program, the
expansion of its sales to commercial customers and the increase in the number of
hard parts SKU's in its stores. Historically, the Company has financed its
growth and infrastructure requirements through internally generated funds, funds
borrowed under its various credit agreements, funds obtained from an affiliate
of a shareholder through sales-leaseback and other transactions, and lease
arrangements with third parties.

The Company believes that it has sufficient liquidity to fund its debt
service obligations and to continue to implement its growth strategy. In
addition to its operating cash flow and borrowing capacity under the $300.0
million Senior Credit Facility ($66.0 million of unused capacity is available at
November 1, 1998), the Company has access to an off-balance sheet leasing
facility that will provide for the acquisition and development of approximately
100 to 125 new stores over the period of February 1, 1998 through May 31, 1999.
The facility calls for up to $125 million of funding to be provided for
acquisition and development costs with the stores to be leased to the Company
under operating lease arrangements upon the completion of their construction. As
of November 1, 1998, approximately $33.8 million of this $125.0 million leasing
facility had been committed.

For the thirty-nine week period ended November 1, 1998, net cash provided
by operating activities was $8.9 million compared to $16.1 million of cash used
in operating activities during the comparable period of fiscal 1997. Net cash
provided by operating activities has increased as a result of the cash flow
generated by the increasing profitability of the Company's operations. Net cash
used in investing activities totaled $25.8 million in the thirty-nine weeks
ended November 1, 1998, compared to $14.3 million in the comparable period of
fiscal 1997. The increase in cash used in investing activities was the result of
generally larger disbursements for capital expenditures and assets held for sale
under the Company's new store development program. Net cash provided by
financing activities totaled $18.8 million in the thirty-nine week period of
fiscal 1998 compared to $31.5 million in the comparable period of fiscal 1997.
In the 1998 period, net cash provided by financing activities consisted of $85.0
million of revolving credit facility borrowings, payments of debt of $65.6
million, $6.6 million of payments on capital lease obligations and receipt of
$0.2 million of stockholder receivables. In addition, the Company received gross
proceeds of $172.5 million in connection with the initial public offering. Such
proceeds were applied as follows: $13.9 million to pay underwriters' discounts
and other transaction costs; $50.0 million to retire all outstanding 12%
Subordinated Notes; $43.8 million to retire certain of the 11% Senior
Subordinated Notes; $53.8 million to pay certain outstanding balances under the
10
<PAGE> 12

Senior Credit Facility; $4.9 million to pay premiums in connection with the
retirement of certain of the aforementioned debt instruments and the balance to
pay accrued interest and for general corporate purposes. In the 1997 period, the
Company borrowed $56.5 million under the Senior Credit Facility, made payments
of capital lease obligations of $5.5 million, made payments of debt of $21.0
million, received $6.0 million of stockholder receivables and paid $4.5 million
in connection with other financing activities.

YEAR 2000 CONVERSION

Historically, certain computerized systems have used two digits rather than
four to define the applicable year. Computer equipment and software and devices
with embedded technology that are time-sensitive may recognize a date using "00"
as the year 1900 rather than the year 2000, resulting in system failures or
miscalculations. This problem is generally referred to as "the Year 2000 issue."

Although we anticipate minimal business disruption will occur in our
systems as a result of the Year 2000 issue, possible consequences include a loss
of communications links with certain store locations, and the inability to
process transactions, send purchase orders, or engage in similar normal business
activities. We presently believe that with modifications to existing software
and conversions to new software, the risk of our Year 2000 conversion can be
mitigated. However, if we do not make the necessary modifications and
conversions, or do not complete them in a timely manner, it could have a
material adverse effect on our operations.

During fiscal 1997, we began a comprehensive review of our systems and
applications for Year 2000 compliance. We also engaged an independent advisor to
perform a status study of our Year 2000 program. To date, we have substantially
completed the identification and assessment phases of our Year 2000 conversion.
We have included both information technology, such as purchased software and
point-of-sale computer systems, and non-information technology equipment, such
as warehouse conveyor systems, in our evaluations. In addition, we have
identified our key third-party business partners and we are coordinating with
them to address potential Year 2000 issues. These issues include data exchange
with us as well as their shipping and warehousing processes.

We currently anticipate that our Year 2000 identification, assessment,
remediation and testing efforts, will be completed by July 31, 1999. To date, we
have incurred and expensed approximately $1.1 million related to the assessment
of and preliminary efforts in connection with our Year 2000 conversion project.
To date, we have also capitalized approximately $2.2 million in connection with
the replacement of certain hardware and software applications.

We estimate the total remaining cost of our Year 2000 conversion to be $6.0
million, which is being funded with lease financing and operating cash flows. Of
the total project cost, we attribute approximately $2.9 million to the purchase
of new hardware and software which will be capitalized. We will expense the
remaining $3.1 million as incurred over the next two fiscal years.

We have begun, but not yet completed, a comprehensive analysis of the
operational problems and costs (including loss of revenues) that would be
reasonably likely to result from our failure and the failure of certain third
parties to complete efforts necessary to achieve Year 2000 compliance on a
timely basis. We are developing a contingency plan to address Year 2000
failures.

The costs of the Year 2000 Conversion and the date on which we plan to
complete the project are based upon our management's best estimates, which were
derived utilizing numerous assumptions of future events. We cannot guarantee
that we will achieve these estimates. Specific factors that could cause material
differences between our actual results and our estimates include: (1) the
availability and cost of personnel trained in this area; (2) the success of
third parties in their Year 2000 conversion plans and (3) the ability to locate
and correct all relevant computer codes and similar uncertainties.

FORWARD-LOOKING STATEMENTS

The foregoing Management's Discussion and Analysis contains certain
forward-looking statements about the future performance of the Company that are
based on management's assumptions and beliefs in light of
11
<PAGE> 13

the information currently available. These forward-looking statements are
subject to uncertainties and other factors that could cause actual results to
differ materially from those statements. Factors that may cause differences are
identified in the Company's Annual Report on Form 10-K, and are incorporated
herein by reference.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company was served with a lawsuit that was filed in the Superior Court
in San Diego, California on May 4, 1998. The case is brought by two former store
managers and a former assistant manager. It purports to be a class action for
all present and former California store managers and senior assistant managers
and seeks overtime pay for a period beginning in May of 1995 as well as
injunctive relief requiring overtime pay in the future. This case is in early
stages of discovery. The Company has recently been served with two other
lawsuits purporting to be class actions filed in California state courts in
Orange County and Fresno, California by thirteen other former and current
employees. These lawsuits include similar claims to the San Diego lawsuit,
except that they also include claims for unfair business practices, and the
Orange County lawsuit includes a claim for punitive damages based on an unlawful
conversion theory. If these cases are permitted by the courts to proceed as a
class action and are decided adversely, the Company's aggregate potential
exposure could be material to its results of operations for the year in which
the cases are ultimately decided. The Company does not believe, however, that
such an adverse outcome, if it were to happen, would materially affect its
financial position or its operations in subsequent periods. Although at this
early stage in the litigation it is difficult to predict their outcomes with any
certainty, the Company believes it has meritorious defenses to all of these
cases and intends to defend them vigorously.

ITEM 2. CHANGES IN SECURITIES. NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES. NONE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. NONE

ITEM 5. OTHER INFORMATION. NONE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits:

<TABLE>
<C> <S>
3.01* Amended and Restated Articles of Incorporation of the
Company.
3.02* Certificate of Correction of the Company.
3.03 Amended and Restated By-laws of the Company.
27.01 Financial Data Schedule.
</TABLE>

(b) Reports on Form 8-K: None
- ---------------
* Incorporated herein by reference to the Company's annual report on Form 10-K,
dated May 4, 1998.

12
<PAGE> 14

SIGNATURE

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

CSK Auto Corporation

By: /s/ DON W. WATSON

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

DATED: December 14, 1998

13
<PAGE> 15

Exhibits Index

- ---------------
* Incorporated herein by reference to the Company's annual report on Form 10-K,
dated May 4, 1998.

<PAGE> 1
EXHIBIT 3.03

AMENDED AND RESTATED

BY - LAWS

-of-

CSK AUTO CORPORATION

(A Delaware Corporation)

(As adopted by the Board of Directors
of the Corporation as of June 12, 1998)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the
Corporation shall be at 1013 Centre Road, City of Wilmington, County of Castle,
State of Delaware, and the name of the registered agent in charge thereof shall
be The Prentice-Hall Corporation System, Inc.

Section 2. Other Offices. The Corporation may also have
offices at such other places within and without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
Corporation may require.

ARTICLE II

STOCKHOLDER MEETINGS

Section 1. Annual Meeting. The annual meeting of stockholders
of the Corporation shall be held on the date and at the time fixed, from time to
time, by the Board of Directors, provided, that the first annual meeting shall
be held on a date within thirteen months after the organization of the
Corporation, and each successive annual meeting shall be held on a date within
thirteen months after the date of the preceding annual meeting, for the purpose
of electing directors and for the transaction of such other business as may
properly be brought before the meeting.

If the election of directors shall not be held on the day
designated for the annual meeting or at any adjournment thereof, the Board of
Directors shall cause such election to be held at a special meeting of
stockholders as soon thereafter as convenient. At such meeting the stockholders
may elect directors and transact other business with the same force and effect
as at an annual meeting duly called and held.

Section 2. Special Meeting. Special meetings of the
stockholders, for any purpose or purposes, shall be held whenever called by the
Board of Directors, either by written instrument or by the vote of a majority,
and shall be called whenever stockholders owning one-
<PAGE> 2
fourth of the capital stock issued and outstanding shall, in writing, make
application therefor to the President, stating the object of such meeting.

Section 3. Place and Time. Annual meetings and special
meetings shall be held at such place, within or without the State of Delaware,
and such time as the Board of Directors may, from time to time, fix. Whenever
the Board of Directors or the officer of the Corporation calling a meeting shall
fail to fix such place or time, the meeting shall be held at the registered
office of the Corporation in the State of Delaware at four o'clock in the
afternoon.

Section 4. Notice. Notice of all meetings shall be in writing
and shall state the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called and to
which its business will be limited. The notice for a special meeting shall also
indicate that it is being issued by or at the direction of the person or persons
calling the meeting. A copy of the notice of any meeting shall be given,
personally or by mail, not less than 10 days nor more than 60 days before the
date of the meeting, to each stockholder entitled thereto. If mailed, such
notice shall be deemed given when deposited in a United States post office or
letter box with first class postage thereon prepaid, directed to the stockholder
at his record address or at such other address for the mailing of notices as he
may have furnished in writing to the Secretary of the Corporation. Notice of a
meeting need not be given to any stockholder who attends such meeting, in person
or by proxy, without protesting prior to the conclusion of the meeting the lack
of notice of such meeting, or who submits a signed waiver of notice in person or
by proxy, before or after the meeting.

Section 5. Adjourned Meeting. No notice need be given of any
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken, except that if the adjournment is for more than
30 days, or if a new record date is fixed for the adjourned meeting, notice of
the adjourned meeting shall be given to each stockholder of record on the new
record date entitled thereto. At any adjourned meeting, the Corporation may
transact any business which might have been transacted on the original date of
the meeting.

Section 6. Conduct of Meetings. Meetings of the stockholders
shall be presided over by the Chairman of the Board, if any, or, in his absence,
by the President, if present, or, in the absence of both, by a Vice President
or, if none of the foregoing is in office and present and acting, by a chairman
to be chosen by the stockholders. The Secretary of the Corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present, the chairman of the
meeting shall appoint a Secretary of the meeting. The order of business at all
meetings of the stockholders shall be determined by the chairman of the meeting.

Section 7. Appointment of Inspectors. The Board of Directors,
in advance of any meeting, may, but need not, appoint one or more inspectors,
who need not be stockholders, to act at the meeting or any adjournment thereof.
If an inspector or inspectors are not appointed, the person presiding at the
meeting may, but need not, appoint one or more inspectors. In case any person
who may be appointed as an inspector fails to appear or act, the vacancy may be
filled by appointment made at the meeting by the person presiding thereat. Each
inspector, if any, before

2
<PAGE> 3
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting or any stockholder, the inspector or inspectors, if any, shall make
a report in writing of any challenge, question or matter determined by him or
them and execute a certificate of any fact found by him or them.

Section 8. List of Stockholders. The Secretary or such other
officer of the Corporation having charge of the stock ledger of the Corporation
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten days prior to the meeting, either at a place
within the city or other municipality or community where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

Section 9. Quorum. Except as otherwise provided by statute or
by the Certificate of Incorporation, the presence, in person or by proxy, of the
holders of a majority of the issued and outstanding shares of stock of the
Corporation entitled to vote thereat shall constitute a quorum at a meeting of
stockholders for the transaction of any business. When a quorum is once present
to organize a meeting, it is not broken by the subsequent withdrawal of any
stockholders. The stockholders present may adjourn a meeting despite the absence
of a quorum.

Section 10. Proxy Representation. Any stockholder may
authorize another person or persons to act for him by proxy in all matters in
which a stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally.

Section 11. Voting. Except as otherwise provided by statute or
by the Certificate of Incorporation, each holder of record of shares of stock of
the Corporation having voting rights shall be entitled at each meeting of
stockholders to one vote for each share of stock of the

3
<PAGE> 4
Corporation standing in his name on the records of the Corporation on the date
fixed as the record date for the determination of the stockholders entitled to
notice of and to vote at such meeting. Except as otherwise provided herein, by
statute, or by the Certificate of Incorporation, any corporate action (including
the election of directors) to be taken by vote of the stockholders shall require
the approval of the holders of a majority of the issued and outstanding shares
of stock of the Corporation entitled to vote on such action. No vote need be by
ballot, but in case of a vote by ballot, each ballot shall be signed by the
voting stockholder or his proxy and shall state the number of shares of stock
voted.

Section 12. Stockholder Action Without Meeting. Any action
required by the General Corporation Law of the State of Delaware to be taken at
any annual or special meeting of stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. Powers; Qualifications and Number. The property,
business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors of the Corporation, except as may be
otherwise provided by statute or the Certificate of Incorporation. A director
need not be a stockholder, a citizen of the United States, or a resident of the
State of Delaware. The number of directors constituting the entire Board of
Directors shall, upon the effectiveness of these Amended and Restated By-Laws,
be set at twelve directors. The number of directors constituting the entire
Board of Directors may be increased of decreased from time to time by resolution
of the Board of Directors, or by the vote of the holders of a majority of the
issued and outstanding shares of stock of the Corporation entitled to vote on
such action. No decrease in the number of directors shall became effective until
the next annual meeting of stockholders if its effectiveness would shorten the
term of any incumbent director.

Section 2. Election. Term and Vacancies. Except as otherwise
provided by statute or by the Certificate of Incorporation, directors shall be
elected at each annual meeting of stockholders. Such directors and directors who
are elected in the interim prior to such a meeting to fill newly created
directorships shall hold office until the next annual meeting of stockholders
and until their respective successors have been elected and qualified or until
their earlier resignation or removal. In the interim prior to a meeting of
stockholders for the election of directors, newly created directorships and any
vacancies in the Board of Directors, including vacancies resulting from the
removal of directors, may be filled only by the vote of a majority of the
directors that the Corporation would have if there were no vacancies.

4
<PAGE> 5
Section 3. Resignation and Removal. Any director may resign at
any time by giving written notice of his resignation to the Board of Directors,
the Chairman of the Board, the President or the Secretary. Any such resignation
shall take effect at the time specified therein or, if no time is specified,
immediately upon receipt; unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective. Any or all of the
directors may be removed with or without cause by the stockholders at a special
meeting therefor and, except as otherwise provided by statute or by the
Certificate of Incorporation, may be removed for cause by the Board of
Directors.

Section 4. Executive Committee. Whenever there shall be more
than three directors, the Board of Directors may, by resolution adapted by a
majority of the directors that the Corporation would have if there were no
vacancies, designate from among its members three or more directors to
constitute an Executive Committee that, to the extent conferred by the
resolution designating it and except as otherwise provided by statute, shall
have and may exercise all the authority of the Board of Directors. Whenever the
Board of Directors is not in session or whenever a quorum fails to attend any
regular, stated or special meeting of the Board of Directors, such committee
shall advise and aid the officers of the Corporation in all matters concerning
the management of its business and affairs and generally, except as limited
above, perform such duties and exercise such powers as may be performed and
exercised by the Board of Directors from time to time, including the power to
authorize the seal of the Corporation to be affixed to all papers that may
require it. Unless the Board of Directors shall provide otherwise, a majority of
the members of the Executive Committee may fix the time and place of and shall
constitute a quorum for transaction of business at any meeting of such
committee, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of such committee. The Executive
Committee shall keep written minutes of its proceedings, reporting such minutes
to the Board of Directors, and may make rules for the conduct of its business
and appoint any subcommittees and assistants it considers necessary. The Board
of Directors shall have the power at any time to fill vacancies in, change the
membership of or dissolve such committees each on a majority vote.

Section 5. Other Committees. The Board of Directors may, by
resolution adopted by a majority of the directors that the Corporation would
have if there were no vacancies, designate from among its members two or more
directors to constitute committees, other than the Executive Committee, which
committees, to the extent conferred by the resolutions designating such
committees and except as otherwise provided by statute, shall have and may
exercise the authority of the Board of Directors. Unless the Board of Directors
shall provide otherwise, a majority of the members of any such committee may fix
the time and place of its meetings and determine its action. The Board of
Directors shall have the power at any time to fill vacancies in, change the
membership of, or dissolve any such committee. Nothing herein shall be deemed to
prevent the Board of Directors from appointing committees consisting in whole or
in part of persons who are not directors of the Corporation, provided, however,
that no such committee shall have or may exercise any authority of the Board of
Directors.

Section 6. Compensation of Directors. The Board of Directors
shall have authority to fix the compensation of directors for services to the
Corporation in any capacity,

5
<PAGE> 6
including a fixed sum and reimbursement of expenses for attendance at meetings
of the Board of Directors and committees thereof. Nothing herein contained shall
be construed to preclude any director from serving the Corporation, its
subsidiaries or affiliates in any capacity and receiving compensation therefor.

ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Place; Time; Call and Notice. Meetings of the Board
of Directors shall be held at such time and at such place, within or without the
State of Delaware, as the Board of Directors may from time to time fix or as
shall be specified in the notice of any such meeting, except that the first
meeting of a newly elected Board of Directors for the election or appointment of
officers and the transaction of other business shall be held as soon after its
election as the directors may conveniently assemble and, if possible, at the
place at which the annual meeting of stockholders which elected them was held.
No call or notice shall be required for regular or stated meetings for which the
time and place have been fixed, and no notice shall be required for any first
meeting of a newly elected Board of Directors which is held immediately
following an annual meeting of stockholders at the same place as such meeting.
If any day fixed for a regular or stated meeting shall be a legal holiday at the
place where the meeting is to be held, such meeting shall be held at the
scheduled hour on the next business day not a legal holiday. Special meetings
may be called by or at the direction of the Chairman of the Board, the President
or a majority of the directors of the Corporation, and notice of the time and
place thereof and of any first meeting of a newly elected Board of Directors
which is not held immediately following an annual meeting of stockholders at the
same place as such meeting shall be given by the Secretary of the Corporation to
each director by mail, depositing such notice in a sealed wrapper addressed to
such director in a United States post office or letter box, with first-class
postage thereon prepaid, at least two days before the day on which such meeting
is to be held, or by telegraph, telecopier, cable or wireless addressed to such
director or delivered to him personally or by telephone at least 24 hours before
the time at which such meeting is to be held. The notice of any meeting need not
specify the purpose thereof. Any requirement of furnishing a notice shall be
waived by any director who submits a signed waiver of notice before or after the
meeting or who attends the meeting without protesting, prior thereto or at its
commencement, that such meeting is not lawfully called or convened.

Section 2. Quorum and Action. A majority of the directors
which Corporation would have if there were no vacancies shall constitute a
quorum, except that when a vacancy or vacancies prevent such a majority, a
majority of the directors then in office shall constitute a quorum provided such
majority shall constitute at least one-third of the directors which the
Corporation would have if there were no vacancies. A majority of the directors
present, whether or not a quorum, may adjourn a meeting to another time and
place. Notice of any such adjournment shall be given to any directors who were
not present and, unless announced at the meeting, to the other directors. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting originally

6
<PAGE> 7
scheduled. The vote of a majority of the directors which the Corporation would
have if there were no vacancies shall be the act of the Board of Directors as to
all matters.

Section 3. Conduct of Meetings. The Chairman of the Board, if
any and if present, shall preside at all meetings. Otherwise, the President or
any other director chosen by the Board of Directors shall preside. The Secretary
of the Corporation, if a director and present, shall act as secretary of the
meeting and keep the minutes thereof. Otherwise, a director appointed by the
chairman of the meeting shall act as secretary and keep the minutes thereof.

Section 4. Informal Action. Any member or members of the Board
of Directors or of any committee designated by the Board of Directors may
participate in a meeting of the Board of Directors or any such committee, as the
case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if
all members of the Board of Directors or such committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of the proceedings of the Board of Directors or such committee.

ARTICLE V

INDEMNIFICATION

Section 1. The Corporation shall indemnify any person who was
or is a party, or is threatened to be made a party, to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, limited liability company or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or on his behalf in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceed, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

Section 2. The Corporation shall indemnify any person who was
or is a party, or is threatened to be made a party, to any threatened, pending
or completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, limited liability company or
other enterprise against expenses (including

7
<PAGE> 8
attorneys' fees) actually and reasonably incurred by him or on his behalf in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interest of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery of the State of Delaware or such other court shall deem proper.

Section 3. To the extent that any person described in Sections
1 and 2 of this Article V has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in said Sections, or in
defense or any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

Section 4. Any indemnification under Sections 1 and 2 of this
Article V (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of any
person described in said Sections is proper in the circumstances because he has
met the applicable standard of conduct set forth in said Sections. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders of the Corporation.

Section 5. Expenses (including attorneys' fees) incurred by
any person or on such person's behalf in defending any action, suit or
proceeding, if authorized by the Board of Directors in the manner provided for
in Section 4 of this Article V, shall be paid by the Corporation in advance of
the final disposition of such Proceeding, within 10 days after receipt by the
Corporation of the written request of such person for such advance. The Board of
Directors may condition such advance upon the receipt of the written undertaking
of such person or on such person's behalf to repay such amount if it shall
ultimately be determined that the person is not entitled to be indemnified by
the Corporation. Such undertaking shall not be required to be guaranteed by any
other person or collateralized, and shall be accepted by the Corporation without
regard to the financial ability of the person providing such undertaking to make
such repayment.

Section 6. The indemnification provided by this Article V
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent of the Corporation,
and shall inure to the benefit of the heirs, executors and administrators of
such a person.

8
<PAGE> 9
ARTICLE VI

OFFICERS

Section 1. Number; Election and Vacancies. The Board of
Directors at its first meeting after the election of directors in each year
shall elect or appoint a President, a Secretary and a Treasurer and may elect or
appoint a Chairman of the Board and one or more Vice Presidents. The Board of
Directors may at any time and from time to time elect or appoint a Controller
and such Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers,
Assistant Controllers and other officers, agents and employees as it may deem
desirable. Any number of offices may be held by the same person. The election or
appointment of an officer shall not of itself create any contract rights. A
vacancy in any office may be filled for the unexpired term by the Board of
Directors at any meeting.

Section 2. Term of Office; Resignation and Removal. Unless
otherwise prescribed by the Board of Directors, each officer of the Corporation
shall hold office until the meeting of the Board Directors following the next
annual meeting of stockholders and until his successor has been elected and
qualified or until his earlier resignation or removal. Any officer may resign at
any time by giving written notice of his resignation to the Board of Directors,
the Chairman of the Board, if any, the President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if no time is
specified, immediately upon receipt; unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. Any
officer may be removed by the Board of Directors with cause or without cause.

Section 3. Security. The Board of Directors may require any
officer, agent or employee of the Corporation to post a bond or give other
security for the faithful performance of his duties.

Section 4. Chairman of the Board. The Chairman of the Board
shall be the chief executive officer of the Corporation and shall have the
general and active management of the business of the Corporation and general and
active supervision and direction over the other officers, agents and employees
and shall see that their duties are properly performed. He shall, if present,
preside at each meeting of the stockholders and of the Board and shall be an ex
officio member of all committees of the Board. He shall perform all duties
incident to the office of the Chairman of the Board or chief executive officer
and such other duties as may from time to time be assigned to him by the Board.

Section 5. President. The President shall be the chief
operating officer of the Corporation and in the absence or non-election of the
Chairman of the Board, the chief executive officer, and subject to the control
of the Board of Directors, shall direct the business and affairs of the
Corporation.

Section 6. Vice Presidents. Each Vice President shall have
such designation as the Board of Directors may determine and such designation as
the Board of Directors may determine and such powers and duties as the Board of
Directors or, subject to the control of the Board of Directors, as the President
may from time to time assign to him.

9
<PAGE> 10
Section 7. Secretary. The Secretary shall, if present, act as
the secretary of and keep the minutes of all meetings and actions in writing of
the stockholders and, if a director, of the Board of Directors, and shall be
responsible for the giving of notice of all meetings of the stockholders and of
the Board of Directors. He shall be custodian of the seal of the Corporation,
which he shall affix to any instrument requiring it whose execution has been
authorized, and of the corporate records (except accounting records), and shall
have such other powers and duties as generally pertain to his office and as the
Board of Directors or, subject to the control of the Board of Directors, as the
Chairman of the Board, if any, or the President may from time to time assign to
him.

Section 8. Treasurer. The Treasurer, subject to the direction
of the Board of Directors, shall have charge of the funds, securities, receipts
and disbursements of the Corporation. He shall keep full and accurate accounts
of such receipts and disbursements, shall be responsible for deposits in and
withdrawals from the depositories of the Corporation, shall disburse the funds
of the Corporation as directed by the Board of Directors or, subject to the
control of the Board of Directors, the Chairman of the Board, if any, or the
President, shall render an account of the financial condition of the Corporation
and of his transactions as Treasurer whenever requested by the Board of
Directors, the Chairman of the Board, if any, or the President, and shall have
such other powers and duties as generally pertain to his office and as the Board
of Directors or, subject to the control of the Board of Directors, the Chairman
of the Board, if any, or the President may from time to time assign to him.

Section 9. Other Officers; Absence and Disability. The other
officers of the Corporation shall have such powers and duties as generally
pertain to their respective offices and as the Board of Directors or, subject to
the control of the Board of Directors, the Chairman of the Board, if any, or the
President may from time to time assign to them. The Assistant Vice Presidents,
the Assistant Secretaries, the Assistant Treasurers and the Assistant
Controllers, if any, shall, in the order of their respective seniorities, in
case of the absence or disability of a Vice President, the Secretary, the
Treasurer or the Controller, respectively, perform the duties of such officer
and have such powers and other duties as the Board of Directors or the Chairman
of the Board, if any, or President may from time to time prescribe. In case of
the absence or disability of any officer of the Corporation and of any person
herein authorized to act in his place, the Board of Directors may from time to
time delegate the powers and duties of such officer to any other officer or any
person whom it may select.

Section 10. Compensation of Officers. The Board of Directors
shall have authority to fix the salary and other compensation, if any, of any
officer of the Corporation or to appoint a committee for such purpose. Nothing
herein contained shall be construed to preclude any officer from receiving a
salary or other compensation by reason of the fact that he is also a director of
the Corporation, but any such officer who is also a director shall not have any
vote in the determination of the salary or other compensation to be paid to him.

10
<PAGE> 11
ARTICLE VII

CORPORATE RECORDS; BANK ACCOUNTS

Section 1. Form of Records. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account and minute books, may be kept on or be in the form of punch
cards, magnetic tape, photographs, microphotographs or any other information
storage device, provided that the records so kept can be converted into clearly
legible written form within a reasonable time. The Corporation shall so convert
any records so kept upon the request of any person entitled by statute to
inspect the same.

Section 2. Examination of Books by Stockholders. The books,
accounts and records of the Corporation may be kept at such place or places as
the Board of Directors may from time to time determine. The Board of Directors
shall determine whether and to what extent the books, accounts and records of
the Corporation, or any of them, shall be open to the inspection of
stockholders, and no stockholder shall have any right to inspect any book,
account or record of the Corporation except as provided by statute or by
resolution of the Board of Directors.

Section 3. Bank Accounts. The Board of Directors may from time
to time authorize the opening and maintenance of general and special bank
accounts with such banks, trust companies or other depositories as the Board of
Directors may designate or as may be designated by any officers of the
Corporation to whom such power of designation may from time to time be delegated
by the Board of Directors. The Board of Directors may make such special rules
and regulations with respect to such bank accounts, not inconsistent with the
provisions of these By-Laws, as it may deem expedient.

ARTICLE VIII

SHARES OF STOCK

Section 1. Certificates Representing Stock. Every holder of
stock in the Corporation shall be entitled to have a certificate signed, or in
the name of the Corporation, by the Chairman of the Board of Directors, if any,
or by the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Corporation
certifying the number of shares owned by him in the Corporation. Any and all
signatures on any such certificate may be facsimiles. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue.

Whenever the Corporation shall be authorized to issue more
than one class of stock or more than one series of any class of stock, and
whenever the Corporation shall issue any shares of its stock as partly paid
stock, the certificates representing shares of any such class or series or of
any such partly paid stock shall set forth thereon the statements prescribed by
the

11
<PAGE> 12
General Corporation Law of the State of Delaware. Any restrictions on the
transfer or registration of transfer of any shares of stock of any class or
series shall be noted conspicuously on the certificate representing such shares.

The Corporation may issue a new certificate of stock in place
of any certificate theretofore issued by it, alleged to have been lost, stolen,
or destroyed, and the Board of Directors may require the owner of any lost,
stolen, or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of any such new certificate.

Section 2. Stock Transfers. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
transfers or registration of transfers of shares of stock of the Corporation
shall be made only on the stock ledger of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the Corporation or with a transfer
agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares of stock properly endorsed and the payment of all
taxes due thereon.

Section 3. Record Date For Stockholders. For the purpose of
determining the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or the allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion, or exchange of stock
or for the purpose of any other lawful action, the directors may fix, in
advance, a record date, which shall not be more than sixty days nor less than
ten days before the date of such meeting, nor more than sixty days prior to any
other action. If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; the record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting, when no prior action by the Board of Directors is necessary, shall be
the day on which the first written consent is expressed; and the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or to
vote at any meeting of stockholders shall apply to any adjournment of the
meeting provided, however, that the Board of Directors may fix a new record date
for the adjourned meeting.

Section 4. Transfer Agents and Registrars. The Board of
Directors may appoint one or more transfer agents and one or more registrars,
whose respective duties shall be defined by the Board of Directors. The duties
of transfer agent and registrar may be combined. No certificate for shares of
stock shall be valid unless countersigned by a transfer agent, if the
Corporation has a transfer agent, or by a registrar, if the Corporation has a
registrar. The signature of a transfer agent or a registrar may be a facsimile.

12
<PAGE> 13
ARTICLE IX

CORPORATE SEAL

The corporate seal, if any, shall be in such form as the Board
of Directors shall prescribe. The corporate seal on any corporate bond or other
obligation for the payment of money may be a facsimile, engraved or printed.

ARTICLE X

FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year
or such other fiscal year as the Board of Directors may from time to time fix.

ARTICLE XI

VOTING OF SHARES OF STOCK IN OTHER CORPORATIONS

Shares of stock in other corporations which are held by the
Corporation shall be voted by the Chairman or President (or in their absence,
Vice President) of the Corporation, or by a proxy or proxies appointed by one of
them, provided, however, that the Board of Directors may in its discretion
appoint some other person to vote such shares of stock.

ARTICLE XII

AMENDMENT OF BY-LAWS

The power to amend, alter and repeal these By-Laws and to
adopt new By-Laws shall be vested in the Board of Directors, provided that the
Board of Directors may delegate such power, in whole or in part, to the
stockholders, and further provided that any By-Laws which provides for the
election of directors by classes for staggered terms shall be adopted by the
stockholders.

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS, CONDENSED CONSOLIDATED BALANCE SHEET AND
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THIRTY-NINE WEEKS
ENDED NOVEMBER 1, 1998.
</LEGEND>
<CIK> 0001051848
<NAME> CSK AUTO CORPORATION
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-START> FEB-02-1998
<PERIOD-END> NOV-01-1998
<CASH> 6,748
<SECURITIES> 0
<RECEIVABLES> 51,754
<ALLOWANCES> (2,377)
<INVENTORY> 400,811
<CURRENT-ASSETS> 477,638
<PP&E> 192,062
<DEPRECIATION> (89,375)
<TOTAL-ASSETS> 612,897
<CURRENT-LIABILITIES> 202,152
<BONDS> 81,250
0
0
<COMMON> 277
<OTHER-SE> 95,975
<TOTAL-LIABILITY-AND-EQUITY> 612,897
<SALES> 756,266
<TOTAL-REVENUES> 756,266
<CGS> 403,857
<TOTAL-COSTS> 702,541
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,532
<INCOME-PRETAX> 30,193
<INCOME-TAX> 11,076
<INCOME-CONTINUING> 19,117
<DISCONTINUED> 0
<EXTRAORDINARY> (6,767)
<CHANGES> 0
<NET-INCOME> 12,350
<EPS-PRIMARY> 0.47
<EPS-DILUTED> 0.45

</TABLE>