<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999.
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
COMMISSION FILE NUMBER 001-13927
(A) FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM
THAT OF THE ISSUER NAME BELOW.
CSK AUTO, INC. RETIREMENT PROGRAM
(B) NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE
ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
CSK AUTO CORPORATION
645 EAST MISSOURI AVENUE, SUITE 400
PHOENIX, ARIZONA 85012
REQUIRED INFORMATION
(a) FINANCIAL STATEMENTS. FILED AS PART OF THIS REPORT ON FORM 11-K ARE THE
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO OF THE CSK AUTO, INC.
RETIREMENT PROGRAM AS REQUIRED BY FORM 11-K, TOGETHER WITH THE REPORT
THEREON OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT AUDITORS, DATED JUNE
13, 2000.
(b) EXHIBITS. A CONSENT OF PRICEWATERHOUSECOOPERS LLP IS BEING FILED AS
EXHIBIT A TO THIS REPORT.
<PAGE> 2
CSK AUTO, INC. RETIREMENT PROGRAM
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
<TABLE>
<CAPTION>
Page
<S> <C>
REPORT OF INDEPENDENT ACCOUNTANTS............................................... 1
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits
with Fund Information at December 31, 1999 and 1998........................ 2
Statement of Changes in Net Assets Available for Benefits with
Fund Information for the year ended December 31, 1999 ..................... 3
Notes to Financial Statements..............................................4-8
SUPPLEMENTAL SCHEDULES:
Schedule of Assets Held for Investment Purposes as of December 31, 1999.... 9
Schedule of Nonexempt Transactions for the year ended December 31,1999..... 10
</TABLE>
Supplemental schedules other than the above are omitted because they are not
applicable.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
CSK AUTO, INC. RETIREMENT PROGRAM
/s/ Don W. Watson
Don W. Watson
Chief Financial Officer
Dated : June 27, 2000
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and the Retirement Committee
of CSK Auto, Inc. Retirement Program
In our opinion, the accompanying statements of net assets available for benefits
with fund information and the related statements of changes in net assets
available for benefits present fairly, in all material respects, the net assets
available for benefits of the CSK Auto, Inc. Retirement Program (the "Plan") at
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the year ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
as of December 31, 1999 and Nonexempt Transactions for the year ended December
31, 1999 are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PRICEWATERHOUSECOOPERS LLP
Phoenix, Arizona
June 13, 2000
1
<PAGE> 5
CSK AUTO, INC. RETIREMENT PROGRAM
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
As of December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
Assets:
Investments at fair value:
<S> <C> <C>
Columbia Growth Fund $14,923,719 $12,487,230
Dodge & Cox Balanced Fund 8,625,128 7,517,949
Benham GNMA Fund 4,353,986 4,386,652
American Century Ultra Fund 10,976,904 6,776,702
Benham Premium Capital Reserve Fund 3,436,861 2,631,897
American Century Value Fund 2,520,571 2,699,849
Twentieth Century International Growth Fund 3,449,560 2,053,795
CSK Auto Stock Fund 485,072 --
Loan Fund 1,820,015 1,597,831
----------- -----------
50,591,816 40,151,905
Contribution receivable:
Employee 125,980 --
Employer 54,521 --
----------- -----------
Net assets available for benefits $50,772,317 $40,151,905
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 6
CSK AUTO, INC. RETIREMENT PROGRAM
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the year ended December 31, 1999
<TABLE>
<CAPTION>
COLUMBIA DODGE & BENHAM AMERICAN BENHAM
GROWTH COX GNMA CENTURY PREMIUM CAPITAL
FUND BALANCED FUND FUND ULTRA FUND RESERVE FUND
------------ ------------- ------------ ------------ ------------
Additions to net assets attributed to:
Investment income:
<S> <C> <C> <C> <C> <C>
Interest, dividends and capital gains $ 1,385,329 $ 874,061 $ 268,279 $ 320,538 $ 190,119
Net appreciation (depreciation)
in the fair value of investments 1,251,175 38,935 (226,524) 2,773,806 --
Contributions:
Employee 1,085,410 771,474 299,177 1,139,845 290,753
Employer 253,920 182,064 82,152 250,006 75,317
------------ ------------ ------------ ------------ ------------
Total additions (reductions) 3,975,834 1,866,534 423,084 4,484,195 556,189
------------ ------------ ------------ ------------ ------------
Deductions from net assets attributed to:
Benefits paid to participants 693,869 941,794 324,156 420,959 294,247
Management fees paid 2,637 1,588 820 2,545 1,012
------------ ------------ ------------ ------------ ------------
Total deductions 696,506 943,382 324,976 423,504 295,259
Interfund transfers:
Participant directed (750,553) 227,782 (131,378) 274,140 578,704
Loan origination (284,744) (168,992) (68,869) (284,699) (94,260)
Repayment of loans 247,691 157,158 85,589 190,697 72,305
------------ ------------ ------------ ------------ ------------
Total interfund transfers (787,606) 215,948 (114,658) 180,138 556,749
------------ ------------ ------------ ------------ ------------
Net increase (decrease) in net assets 2,491,722 1,139,100 (16,550) 4,240,829 817,679
Net assets available for benefits:
Beginning of year 12,487,230 7,517,949 4,386,652 6,776,702 2,631,897
------------ ------------ ------------ ------------ ------------
End of year $ 14,978,952 $ 8,657,049 $ 4,370,102 $ 11,017,531 $ 3,449,576
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
AMERICAN TWENTIETH
CENTURY CENTURY
VALUE INTERNATIONAL CSK AUTO LOAN
FUND GROWTH FUND STOCK FUND FUND TOTAL
----------- ----------- ----------- ----------- -----------
Additions to net assets attributed to:
Investment income:
<S> <C> <C> <C> <C> <C>
Interest, dividends and capital gains $ 223,907 $ 156,477 $ -- $ 155,036 $ 3,573,746
Net appreciation (depreciation)
in the fair value of investments (232,989) 1,179,560 (113,964) -- 4,669,999
Contributions:
Employee 432,570 336,780 62,887 -- 4,418,896
Employer 100,367 70,992 8,643 -- 1,023,461
----------- ----------- ----------- ----------- -----------
Total additions (reductions) 523,855 1,743,809 (42,434) 155,036 13,686,102
----------- ----------- ----------- ----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants 155,205 141,340 1,745 82,236 3,055,551
Management fees paid 853 684 -- -- 10,139
----------- ----------- ----------- ----------- -----------
Total deductions 156,058 142,024 1,745 82,236 3,065,690
Interfund transfers:
Participant directed (532,547) (192,726) 526,578 -- --
Loan origination (65,225) (65,105) -- 1,031,894 --
Repayment of loans 60,026 64,577 4,467 (882,510) --
----------- ----------- ----------- ----------- -----------
Total interfund transfers (537,746) (193,254) 531,045 149,384 --
----------- ----------- ----------- ----------- -----------
Net increase (decrease) in net assets (169,949) 1,408,531 486,866 222,184 10,620,412
Net assets available for benefits:
Beginning of year 2,699,849 2,053,795 -- 1,597,831 40,151,905
----------- ----------- ----------- ----------- -----------
End of year $ 2,529,900 $ 3,462,326 $ 486,866 $ 1,820,015 $50,772,317
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 7
CSK AUTO, INC. RETIREMENT PROGRAM
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION:
The following is only a general description of the CSK Auto, Inc.
Retirement Program (the "Plan"). Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
GENERAL
On July 1, 1987, Northern Automotive Corporation, the predecessor
entity to CSK Auto, Inc. (the "Company" or "Plan Sponsor"), established the
Plan for all employees of the Company who have met certain eligibility
requirements. The Plan is a defined contribution plan subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). The Plan provides for employee and matching employer
contributions in accordance with section 401(k) of the Internal Revenue
Code. On October 1, 1997, the Plan's name was changed from the Northern
Automotive Corporation Retirement Program to the CSK Auto, Inc. Retirement
Program.
The Plan has engaged American Century Services Corporation (the
"Custodian") to provide recordkeeping, custodial services and
administrative services to the Plan. Eight different fund choices are made
available to Plan participants and all assets within the Plan are held in
trust with UMB Bank, N.A. (the "Trustee"). Effective May 1, 1999, the
Company's Board of Directors amended and restated the Plan to allow for the
purchase of the common stock of CSK Auto Corporation, the parent company of
CSK Auto, Inc. CSK Auto Corporation is a holding company and has no
business activity other than its investment in CSK Auto, Inc. Eligible
employees may direct up to 15% of employee and employer contributions to
purchase CSK Auto Corporation common stock at fair market value as
determined on the date funds are received by the custodian.
Plan assets are invested as directed by the participants. A
description of the various fund choices as of December 31, 1999 follows:
COLUMBIA GROWTH FUND
Represents investments made in the Columbia Growth Fund, which is
described by the fund as a diversified portfolio of domestic and
international common stocks that are believed to offer above-average
earnings and growth.
DODGE & COX BALANCED FUND
Represents investments made in the Dodge & Cox Balanced Fund, which is
described by the fund as a diversified portfolio of stocks, fixed
income and short term investments.
BENHAM GNMA FUND
Represents investments made in the Benham GNMA Fund, which is described
by the fund as a portfolio of mortgage-backed securities issued by the
Governmental National Mortgage Association ("GNMA").
AMERICAN CENTURY ULTRA FUND
Represents investments made in the American Century Ultra Fund, which
is described by the fund as a diversified portfolio of stocks of
companies with accelerating earnings and revenue.
BENHAM PREMIUM CAPITAL RESERVE FUND
Represents investments made in the Benham Premium Capital Reserve Fund,
which is described by the fund as a portfolio of U.S.
dollar-denominated money market instruments and other short-term
obligations of banks, governments and corporations.
4
<PAGE> 8
CSK AUTO, INC. RETIREMENT PROGRAM
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1. PLAN DESCRIPTION: (CONTINUED)
GENERAL (CONTINUED)
AMERICAN CENTURY VALUE FUND
Represents investments made in the American Century Value Fund, which
is described by the fund as a portfolio that seeks long term capital
growth by investing in the stocks of medium to large-sized companies
that meet certain objectives established by the fund.
TWENTIETH CENTURY INTERNATIONAL GROWTH FUND
Represents investments made in the Twentieth Century International
Growth Fund, which is described by the fund as a portfolio of common
stocks of foreign companies.
CSK AUTO STOCK FUND
Represents investments made in the common stock of CSK Auto
Corporation, the parent company of CSK Auto, Inc.
ELIGIBILITY
Employees are eligible to participate in the Plan (as more fully
described in the Plan document) upon meeting the following criteria: (1)
21 years of age; (2) one year of service; and (3) not a member of a
collective bargaining unit for which retirement benefits have been the
subject of good faith bargaining unless the respective bargaining
agreement provides otherwise. Employees of acquired companies, who meet
the eligibility requirements of the Plan, may participate immediately upon
acquisition.
CONTRIBUTIONS
Eligible employees of the Company can contribute 1% to 15% of their
gross pay to the 401(k) portion of the Plan, with a maximum employee
contribution as determined by restrictions established by the Internal
Revenue Service. The Company matches 40% of the employee contribution for
employees with one to five years of service, 50% of the employee
contribution for employees with five to ten years of service and 60% of
the employee contribution for employees with more than ten years of
service to a maximum match of 4% of base salary. Employee contributions
and employer matching contributions made on behalf of highly compensated
employees may be limited pursuant to non-discrimination rules set forth in
the plan document and the Internal Revenue Code.
VESTING
Participants in the Plan are always fully vested in their own
contributions as well as the Company's matching 401(k) contributions.
5
<PAGE> 9
CSK AUTO, INC. RETIREMENT PROGRAM
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1. PLAN DESCRIPTION: (CONTINUED)
ADMINISTRATION
The Plan is sponsored by the Company and administered by the Retirement
Committee, composed of 5 employees of the Company, who are appointed by the
Board of Directors.
Expenses incurred in the administration of the Plan and the trust are
paid by the Company or from Plan assets when authorized by the Retirement
Committee.
DISTRIBUTIONS
Distributions from the Plan are available upon any of the following:
(1) termination of employment with the Company; (2) retirement and
in-service distributions upon or following age 59 1/2; and (3) disability
or death. The participant (or the beneficiary) will receive a lump-sum
distribution of the value of the account. Distributions from the Plan will
normally be taxed as ordinary income for income tax purposes, unless the
participants elect to rollover their distributions into an Individual
Retirement Account or another qualified employer plan or elect or qualify
for favorable tax treatment.
LOANS TO PARTICIPANTS
The Plan allows participants to obtain loans of their vested account
balances, the amounts of which are subject to specific limitations set
forth in the plan document and the Internal Revenue Code. Participant loans
at December 31, 1999 and 1998 represent the aggregate amount of principal
and accrued interest outstanding on such loans at each year end. At
December 31, 1999, participant loans carried interest rates ranging from
9.75% to 11%, with maturities of five years or less. Principal and interest
is paid ratably through payroll deductions.
AMENDMENT AND TERMINATION OF THE PLAN
The Company anticipates that the Plan will continue without
interruption but reserves the right to amend or terminate the Plan. No
amendment may deprive any person of rights accrued prior to the enactment
of such an amendment. No amendment shall permit any part of the assets of
the Plan to revert to the Company or be used for or diverted for purposes
other than for the exclusive benefit of the participants.
2. SIGNIFICANT ACCOUNTING POLICIES:
METHOD OF PRESENTATION
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting
principles. Accordingly, income is recognized when earned and expenses are
recorded when incurred. The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at December 31, 1999 and 1998 and the reported amounts of
additions to and deductions from net assets for the year ended December 31,
1999. Actual results could differ from those estimates.
6
<PAGE> 10
CSK AUTO, INC. RETIREMENT PROGRAM
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
CONCENTRATION OF CREDIT RISK
Each investment fund is diversified through a portfolio containing a
wide variety of investments that fit the particular investment strategy and
targeted composition. Further diversification is available to participants
through participation in more than one fund.
INVESTMENT VALUATION
The Plan's investments are stated at fair market value. Investments in
the various investment funds are reported at fair value as measured by
American Century Services Corporation at December 31, 1999 and 1998 based
on quoted market prices.
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE
The Plan presents in the Statement of Changes in Net Assets Available
for Benefits with Fund Information the net appreciation (depreciation) in
the fair value of its investments which consists of the realized gains or
losses and the unrealized appreciation (depreciation) on those investments.
3. EXCESS EMPLOYEE DEFERRALS:
The Plan failed to meet non-discrimination tests, in accordance with
IRS regulations, and it was determined certain participants would be
refunded a portion of their contributions. These amounts are $162,622 and
$88,798 at December 31, 1999 and 1998, respectively.
4. TAX STATUS OF THE PLAN:
The Plan received its latest determination letter on November 1, 1995
in which the Internal Revenue Service stated the Plan, as then designed, is
in compliance with applicable requirements of the Internal Revenue Code.
The Plan has been amended since receiving the determination letter.
However, the Plan Sponsor and legal counsel believes that the Plan is
currently designed and being operated in compliance with the requirements
of the Internal Revenue Code.
5. PARTIES IN INTEREST
Certain investments of the Plan are shares of funds managed by American
Century Services Corporation (the "Custodian"), which provides
recordkeeping, custodial services and administrative services to the Plan.
In addition, the Plan holds stock of CSK Auto Corporation, the parent
company of CSK Auto, Inc., the Plan sponsor. These transactions are
considered exempt party-in-interest transactions.
6. DELINQUENT PAYMENTS
As a result of a computer system conversion for payroll processing,
employee contributions for several pay periods during 1999 were
inadvertently not remitted to the Plan by the Company on a timely basis, as
required by the Department of Labor Regulations. The Company has recognized
that these employee contributions were made late and is currently in the
7
<PAGE> 11
CSK AUTO, INC. RETIREMENT PROGRAM
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
process of calculating any lost earnings of affected Plan participants. As
of December 31, 1999, the Company has estimated that it owes Plan
participants approximately $25,000. Such amount is reflected as a
contribution receivable from the employer in the accompanying financial
statements. The Company will also pay the excise tax associated with these
employee contributions as required.
7. RECONCILIATION TO FORM 5500:
The following is a reconciliation of net assets available for benefits
between the financial statements and the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1999 1998
------------ ------------
<S> <C> <C>
Net assets available for benefits as shown in the accompanying financial
statements $ 50,772,317 $ 40,151,905
Less: Excess employee deferrals at year end (Note 3) (162,622) (88,798)
------------ ------------
Net assets available for benefits as shown in the Form 5500 $ 50,609,695 $ 40,063,107
============ ============
</TABLE>
The following is a reconciliation of benefits paid to participants
between the financial statements and the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1999 1998
---------- ----------
<S> <C> <C>
Benefits paid to participants as shown in the accompanying financial
statements $3,055,551 $2,371,277
Add: Excess employee deferrals at year end (Note 3) 162,622 88,798
---------- ----------
Benefits paid to participants as shown in the Form 5500 $3,218,173 $2,460,075
========== ==========
</TABLE>
Amounts currently payable to or for participants, dependents, and
beneficiaries are recorded on the Form 5500 for benefit claims that have been
processed and approved for payment prior to December 31, but not yet paid as of
that date.
8
<PAGE> 12
CSK AUTO, INC. RETIREMENT PROGRAM
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1999
<TABLE>
<CAPTION>
(a) (b) Identity of Issuer, (c) Description of Investment, including Maturity Date, (d) Cost (e) Current
Borrower, Lessor, Rate of Interest, Collateral, Par, or Maturity Value Value
or Similar Party
<S> <C> <C>
Columbia Trust Company Columbia Growth Fund $12,459,151 $14,923,719
Dodge & Cox Dodge & Cox Balanced Fund 9,098,216 8,625,128
* American Century Benham GNMA Fund 4,551,089 4,353,986
* American Century American Century Ultra Fund 8,319,526 10,976,904
* American Century Benham Premium Capital Reserve Fund 3,436,861 3,436,861
* American Century American Century Value Fund 3,218,235 2,520,571
* American Century Twentieth Century International Growth Fund 2,341,092 3,449,560
American Century CSK Auto Stock Fund (1) 596,588 485,072
Participant Loans Various rates of interest ranging from 9.75% to 11%,
maturing between 6 months and 5 years and
collateralized by the participant's account balance - 1,820,015
----------- -----------
$44,020,758 $50,591,816
=========== ===========
</TABLE>
* A Custodian for the Plan and, therefore, a party-in-interest for which a
statutory exemption exists.
(1) Investment qualifies as a party-in-interest for the Plan and consists solely
of CSK Auto Corporation common stock.
See Report of Independent Accountants
9
<PAGE> 13
CSK AUTO, INC. RETIREMENT PROGRAM
SCHEDULE OF NONEXEMPT TRANSACTIONS
For the Year Ended December 31, 1999
<TABLE>
<CAPTION>
(c) Description of transactions
(b) Relationship to plan, including maturity date,
(a) Identity of employer or other rate of interest, collateral, (d) Purchase (e) Selling (f) Lease/
Party Involved party-in-interest par or maturity value Price Price Rents
<S> <C> <C> <C> <C> <C>
CSK Auto Inc. Plan Sponsor Employee deferrals were delinquent - - -
beyond the Department of Labor's
requirements for the following pay
dates during 1999: August 6, August 13,
August 20, August 27, and September 3,
due to a payroll systems conversion.
</TABLE>
<TABLE>
<CAPTION>
(g) Expense
(a) Identity of Incurred with (h) Cost of (i) Current Value (j) Net
Party Involved Transaction Asset of Asset Gain (Loss)
<S> <C> <C> <C> <C>
CSK Auto Inc. - - - -
</TABLE>
See Report of Independent Accountants
10
<PAGE> 14
Exhibit A
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-86069) of CSK Auto Corporation of our report
dated June 13, 2000 relating to the financial statements of CSK Auto Inc.
Retirement Program, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Phoenix, AZ
June 27, 2000
11
