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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)

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

645 E. MISSOURI AVE. SUITE 400, PHOENIX, 85012
ARIZONA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(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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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)

(UNAUDITED)
NOVEMBER 1, FEBRUARY 1,
1998 1998
----------- -----------

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
========= =========

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

1
3

CSK AUTO CORPORATION AND SUBSIDIARY

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

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
------------------------- -------------------------
NOVEMBER 1, NOVEMBER 2, NOVEMBER 1, NOVEMBER 2,
1998 1997 1998 1997
----------- ----------- ----------- -----------

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
========== ========== ========== ==========

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

CSK AUTO CORPORATION AND SUBSIDIARY

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

COMMON STOCK ADDITIONAL
------------------- PAID-IN ACCUMULATED STOCKHOLDER DEFERRED TOTAL EQUITY
SHARES AMOUNT CAPITAL DEFICIT RECEIVABLE COMPENSATION (DEFICIT)
---------- ------ ---------- ----------- ----------- ------------ ------------

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
========== ==== ======== ========= ======= ===== ========

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

CSK AUTO CORPORATION AND SUBSIDIARY

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

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

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
======== ========

The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
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):

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
======

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
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)

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
----------------------------------- -----------------------------------
NOVEMBER 1, 1998 NOVEMBER 2, 1997 NOVEMBER 1, 1998 NOVEMBER 2, 1997
---------------- ---------------- ---------------- ----------------

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

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
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:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
-------------------------- --------------------------
NOVEMBER 1, NOVEMBER 2, NOVEMBER 1, NOVEMBER 2,
1998 1997 1998 1997
----------- ----------- ----------- -----------

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%
====== ====== ====== ======

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
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
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
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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
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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:

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.

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

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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

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Exhibits Index

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.

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