FORM 10−K CSK AUTO CORP − CAO Filed: May 01, 2007 (period: January 29, 2006) Annual report which provides a comprehensive overview of the company for the past year Table of Contents PART I Item 1. Business 7 PART I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Submission of Matters to a Vote of Security Holders PART II Item 5. Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of E Item 6. Selected Financial Data Item 7. Management s Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures about Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Directors and Executive Officers of the Registrant Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matt Item 13. Certain Relationships and Related Transactions Item 14. Principal Accountant Fees and Services PART IV Item 15. Exhibit and Financial Statement Schedules SIGNATURES Exhibit Index EX−10.29 (EX−10.29) EX−10.50.1 (EX−10.50.1) EX−10.50.2 (EX−10.50.2) EX−21.1 (EX−21.1) EX−31.1 (EX−31.1) EX−31.2 (EX−31.2) EX−32.1 (EX−32.1) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10−K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 29, 2006. o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001−13927 CSK AUTO CORPORATION (Exact name of registrant as specified in its charter) Delaware 86−0765798 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 645 E. Missouri Ave. Suite 400 85012 Phoenix, Arizona (Zip Code) (Address of principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Name of Each Title Exchange of on Each Which Class Registered: Common Stock, $.01 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well−known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ Indicate by check mark if the registrant is not required to file reports pursuant to section 13 or 15(d) of the Act. Yes o No þ 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. Yes o No þ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S−K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10−K or any amendment to this Form 10−K. þ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non−accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b−2 of the Exchange Act. Large accelerated filer þ Accelerated filer o Non−accelerated filer o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b−2 of the Act). Yes o No þ As of July 31, 2005 and July 30, 2006, the aggregate market value of our voting and non−voting common stock held by non−affiliates was approximately $811.6 million and approximately $527.9 million, respectively. For purposes of the above statement only, all directors and executive officers of the registrant are assumed to be affiliates. Source: CSK AUTO CORP, 10−K, May 01, 2007 As of April 16, 2007, there were 43,950,751 shares of our common stock outstanding. Source: CSK AUTO CORP, 10−K, May 01, 2007 TABLE OF CONTENTS Page PART I Item 1. Business 7 Item 1A. Risk Factors 17 Item 1B. Unresolved Staff Comments 24 Item 2. Properties 24 Item 3. Legal Proceedings 26 Item 4. Submission of Matters to a Vote of Security Holders 28 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 28 Item 6. Selected Financial Data 30 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 33 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 59 Item 8. Financial Statements and Supplementary Data 61 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 115 Item 9A. Controls and Procedures 115 Item 9B. Other Information 124 PART III Item 10. Directors and Executive Officers of the Registrant 124 Item 11. Executive Compensation 127 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 132 Item 13. Certain Relationships and Related Transactions 135 Item 14. Principal Accountant Fees and Services 135 PART IV Item 15. Exhibits and Financial Statement Schedules 137 EX−10.29 EX−10.50.1 EX−10.50.2 EX−21.1 EX−31.1 EX−31.2 EX−32.1 As used herein, the terms “CSK,” “CSK Auto,” “the Company,” “we,” “us,” and “our” refer to CSK Auto Corporation and its subsidiaries, including its operating subsidiary, CSK Auto, Inc. and its subsidiaries. The term “Auto” as used herein refers to our operating subsidiary, CSK Auto, Inc., and its subsidiaries. Explanatory Note The Company has restated its consolidated balance sheet at January 30, 2005 and its consolidated statements of operations, consolidated statements of stockholders’ equity, and consolidated statements of cash flows for its fiscal years ended February 1, 2004 (“fiscal 2003”) and January 30, 2005 (“fiscal 2004”). In addition, certain restatement adjustments affected interim financial information for its fiscal year ended January 29, 2006 (“fiscal 2005”) and fiscal 2004 previously filed on Form 10−Q. Such restatement adjustments are reflected in the unaudited selected quarterly financial data as disclosed in Note 20 — Quarterly Results to the consolidated financial statements included in Item 8, “Consolidated Financial Statements and Supplementary Data,” of this Annual Report on Form 10−K (this “Annual Report”). The Company also restated selected consolidated statement of operations and balance sheet data as reflected in Item 6, “Selected Consolidated Financial Data,” for its fiscal years ended February 3, 2002 (“fiscal 2001”) and February 2, 2003 (“fiscal 2002”). Certain restatement adjustments affected periods prior to fiscal 2001; however, the Company has not restated its financial statements or financial information 1 Source: CSK AUTO CORP, 10−K, May 01, 2007 Table of Contents for periods prior to fiscal 2001. The cumulative effect of those restatement adjustments was reflected as an adjustment to the balance of retained earnings as of the beginning of fiscal 2001. The restatement adjustments reflect the correction of errors made in the application of generally accepted accounting principles (“GAAP”), as well as irregularities in the application of our historical accounting policies. For a discussion of the significant restatement adjustments and the background leading to the adjustments, see Note 1 — Restatement of Consolidated Financial Statements to the consolidated financial statements included in Item 8 of this Annual Report. The Company has not amended its prior Annual Reports on Form 10−K or Quarterly Reports on Form 10−Q for the periods affected by the restatement adjustments. The financial statements and related financial information contained in such reports is superseded by the information in this Annual Report and the financial statements and related financial information contained in such previously filed reports should not be relied upon. The Company expects that as soon as practical after the filing of this Annual Report, it will file its Annual Report on Form 10−K for its fiscal year ended February 4, 2007 (“fiscal 2006”) as well as its Quarterly Reports on Form 10−Q for the first, second and third quarters of fiscal 2006. While the Company is working diligently to complete the filings referred to in the preceding sentence, there can be no assurance as to the date the Company will become current in its financial reporting obligations. Note Concerning Forward−Looking Information Certain statements contained in this Annual Report are forward−looking statements and are usually identified by words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “continue,” “could,” “should” or other similar expressions. We intend forward−looking statements to be covered by the safe harbor provisions for forward−looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward−looking statements reflect current views about our plans, strategies and prospects and speak only as of the date of this Annual Report. We believe that it is important to communicate our future expectations to our investors. However, forward−looking statements are subject to risks, uncertainties and assumptions often beyond our control, including, but not limited to, competitive pressures, the overall condition of the national and regional economies, factors affecting import of products, factors impacting consumer spending and driving habits such as high gas prices, war and terrorism, natural disasters and/or extended periods of inclement weather, consumer debt levels and inflation, demand for our products, integration and management of any current and future acquisitions, conditions affecting new store development, relationships with vendors, risks related to compliance with Section 404 of the Sarbanes−Oxley Act of 2002 (“SOX” and such Section, “SOX 404”) and litigation and regulatory matters.