UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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þ
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For the fiscal year ended December 31, 2007.
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o
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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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)
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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 registered
public accounting firm, dated June 30, 2008
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CSK Auto, Inc. Retirement Program
Index to Financial Statements and Supplemental Schedule
TABLE OF CONTENTS
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Page
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1
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FINANCIAL STATEMENTS:
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2
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3
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4
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SUPPLEMENTAL SCHEDULE*:
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10
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EXHIBIT A
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Exhibit A
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*
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Other schedules required by the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted because they are not
applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Retirement Committee
(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.
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CSK AUTO, INC. RETIREMENT PROGRAM
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/s/ James D. Constantine
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Dated: June 30, 2008
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James D. Constantine
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Chief Financial Officer
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Report of Independent Registered Public Accounting Firm
To the Participants and the Retirement Committee
of the CSK Auto, Inc. Retirement Program:
In our opinion, the accompanying statements of net assets available for benefits 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, 2007 and December 31, 2006, and the changes in net assets available for
benefits for the year ended December 31, 2007 in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the responsibility of the
Plans 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 the standards of the
Public Company Accounting Oversight Board (United States). Those standards 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 our opinion.
As
described in Note 1, effective as of the close of business on
December 31, 2006, the Murrays Discount Auto Store, Inc.
401(k) Profit Sharing Plan was merged into the Plan. As described in
Note 10, CSK Auto Corporation has entered into a merger
agreement with OReilly Automotive, Inc.
(OReilly), which, if consummated, would result in
CSK Auto Corporation becoming a wholly-owned subsidiary of
OReilly.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31,
2007 is presented for the purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
Phoenix, AZ
June 30, 2008
- 1 -
CSK Auto, Inc. Retirement Program
Statement of Net Assets Available for Benefits
As of December 31, 2007 and 2006
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2007
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2006
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Assets:
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Investments, at fair value
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$
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106,116,838
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$
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92,948,893
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Participant loans
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4,227,260
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3,120,131
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Total investments
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110,344,098
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96,069,024
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Cash from plan merger (Note 1)
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9,274,089
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Contributions receivable:
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Participants
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246,102
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90,631
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Employer
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72,945
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27,625
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Participant loans receivable from plan merger (Note
1)
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978,202
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Total Assets
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110,663,145
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106,439,571
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Liabilities:
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Contributions refundable to employees
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(332,029
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(305,112
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Net assets available for benefits, at fair value
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110,331,116
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106,134,459
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Adjustment from fair value to contract value
for fully benefit-responsive investment
contracts (Note 2)
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394,585
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149,359
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Net assets available for benefits
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$
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110,725,701
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$
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106,283,818
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The accompanying notes are an integral part of these financial statements.
- 2 -
CSK Auto, Inc. Retirement Program
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2007
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Additions to net assets attributed to:
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Investment income:
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Net appreciation in fair value of investments
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$
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6,255,237
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Interest and dividends
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360,847
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6,616,084
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Contributions:
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Participants contributions
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6,794,993
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Employer contributions
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2,010,312
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Total contributions
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8,805,305
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Total net additions
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15,421,389
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Deductions from net assets attributed to:
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Benefits paid to participants
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10,959,428
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Administrative expenses
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20,078
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Total deductions
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10,979,506
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Increase in net assets available for benefits
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4,441,883
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Net assets available for benefits
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Beginning of year
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106,283,818
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End of year
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$
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110,725,701
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The accompanying notes are an integral part of these financial statements.
- 3 -
CSK Auto, Inc. Retirement Program
Notes to Financial Statements
1. Plan Description
General
The CSK Auto, Inc. Retirement Program (the Plan) is a defined contribution plan established
for the benefit of all employees of CSK Auto, Inc. (the Company) who have met certain eligibility
requirements. The Plan is 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 (IRC). A brief description of the Plan is
included in the following paragraphs. Participants should refer to the Plan document for a more
complete description of the Plans provisions.
Effective May 1, 1999, the Companys 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 the Company.
CSK Auto Corporation is a holding company and has no business activity other than its investment in
the Company. 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. JP Morgan Retirement Plan Services (the Custodian or the Trustee)
provides record keeping, custodial services and administrative services for the Plan. As of
December 31, 2007, twenty-one different fund choices are made available to Plan participants and
all assets within the Plan are held in trust with the Trustee. The fund choices are composed of a
variety of mutual funds, each with a unique strategy, and the CSK Auto Stock Fund.
The Murrays Discount Auto Stores, Inc. 401(k) Profit Sharing Plan (the Murrays Plan)
merged into the Plan effective as of the close of business on December 31, 2006 (Plan Merger
Date) resulting in a transfer of net assets of $17,316,888 into the Plan. At December 31, 2006,
(i) shares representing $7,064,597 had been transferred into Plan investments for those investment
options that were identical in the Plan and the Murrays Plan; (ii) cash of $9,274,089 was held by
the Trustee pending reinvestment in Plan investment options for those investment options in the
Murrays Plan that were not offered by the Plan; and (iii) participant loans of $978,202 related to
the Murrays Plan were received by the Trustee on January 3, 2007 and reflected as a receivable on
the Plans Statement of Net Assets at December 31, 2006. Effective January 1, 2007, participants of
the Murrays Plan became eligible to participate in the Plan.
Eligibility
Employees are eligible to participate in the Plan upon meeting the following criteria: (1) 21
years of age; (2) one year of service; (3) completion of 1,000 hours of service in one year; and
(4) 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 who were eligible to participate in another qualified plan, the assets of which are
transferred directly to the Plan, are also eligible to participate in the Plan. Effective January
1, 2007, the Plan was amended to remove the one year of service and completion of 1,000 hours of
service in the one year requirements. The Plan was further amended to allow any Murrays Plan
participant age 18-20 as of the Plan Merger Date to continue to participate in the Plan.
Contributions
Plan participants may contribute up to 50% of their gross pay to the Plan, with a maximum
annual employee contribution of $15,500 in 2007 as determined by restrictions established by the Internal Revenue Service
(IRS). Participants who will reach the age of 50 at any time within a calendar year may make
elective deferrals beyond normally applicable deferral limits. The
Company provides a maximum match of four percent of each participants base salary based on 40 cents for
each dollar invested for zero to five years of service, 50 cents for each dollar invested for five
to ten years of service and 60 cents for each dollar invested for participants with more than ten
years of service. Participant 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 IRC. Additional profit sharing amounts may be contributed at the option of
the Company, and allocations thereof shall be according to the ratio of the participants
compensation for the plan year to the total compensation of all participants.
Vesting
Effective January 1, 2007, the Plan was amended to include a one year vesting
period for the Company contributions for new participants.
Subject to the vesting period for Company contributions, participants in the Plan are always
fully vested in their own contributions as well as the Companys matching 401(k) contributions and
earnings thereon.
Forfeited Accounts
If a participant terminates employment prior to being fully vested in the Companys
contributions, the participants Company contributions shall be forfeited. Forfeitures shall be
used to reduce the amount of the contributions that would otherwise be required with respect to the
Company, or shall be used to pay Plan expenses. Forfeitures for the years ended December 31, 2007
and 2006, respectively, were $3,110 and $0.
- 4 -
CSK Auto, Inc. Retirement Program
Notes to Financial Statements
Administration
The Plan is sponsored by the Company and administered by the Retirement Committee, which is
composed of not less than three employees of the Company who are appointed by the Companys 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.
Benefit Payments
Benefit payments 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. Benefit payments 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. Participant benefit payments are on a lump-sum basis.
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 IRC. Interest is
charged at a fixed rate based on the prime rate plus 200 basis points. Participant loans as of
December 31, 2007 and 2006 represent the aggregate amount of principal and accrued interest
outstanding on such loans at each year-end. As of December 31, 2007, participant loans carried
interest rates ranging from 5.25% to 11.50%, with maturities of five years or less. Principal and
interest is paid ratably through payroll deductions. Loans are secured by the Participants
previous contributions to the Plan. Effective January 1, 2007 the Plan was amended to allow those
participants in the Murrays Plan with up to two loans, as of the Plan Merger Date, to maintain
their existing loans. The Plan otherwise only permitted one loan.
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 participant 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 or diverted for purposes other than for the exclusive
benefit of the participants.
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants would become fully vested in the Companys
contributions.
Participants Accounts
Individual accounts are maintained for each participant. Each participants account is
credited with participant contributions, related employer contributions, and the participants
share of the income or loss. Income or loss is allocated to each participant based on the income or
loss earned on each participants fund account balance.
2. Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of accounting in
accordance with accounting principles generally accepted in the United States of America.
Accordingly, income is recognized when earned and expenses are recorded when incurred.
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities and disclosure of contingent assets and
liabilities at December 31, 2007 and 2006 and the reported amounts of additions to and deductions
from net assets for the year ended December 31, 2007. Actual results could differ from those
estimates.
As described in the Financial Accounting Standards Board Staff Position (FSP), FSP AAG INV-1
and Statement of Position No. 94-4-1,
Reporting of Fully Benefit-Responsive Investment Contracts
Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans
, investment contracts held by a
defined-contribution plan are required to be reported at fair value. However, contract value is the
relevant measurement attribute for that portion of the net assets available for benefits of a
defined-contribution plan attributable to fully benefit-responsive investment contracts because
contract value is the amount participants would receive if they were to initiate permitted
transactions under the terms of the plan. The Plan invests in investment contracts through a
collective trust. As required by the FSP, the Statement of Net Assets Available for Benefits
presents the fair value of the investment in the collective trust as well as the adjustment of the
fully benefit responsive investment in the collective trust from fair value to contract value. The
Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
- 5 -
CSK Auto, Inc. Retirement Program
Notes to Financial Statements
Investment Valuation
The Plans investments are stated at fair market value. CSK Auto
Corporation common stock is traded on a national securities exchange and is valued at the closing
price on the last day of the year. Investments in shares of mutual funds are valued as measured by
the Custodian based on the net asset values of the shares held by the Plan on the valuation date.
Participant loans are valued at their outstanding balances, which approximate fair value. Purchases
and sales of securities are recorded on a trade-date basis. Dividends are recorded on the
ex-dividend date.
The
JP Morgan Stable Asset Fund and the American Century Stable Asset Fund are collective
trusts that are valued at fair value based on information reported by the investment advisor using
the financial statements of the collective trust at year end. The investments in the fully
benefit-response investment contracts are also stated at contract value which is equal to principal
balance plus accrued interest.
Net Appreciation (Depreciation) in Fair Value
The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net
appreciation in the fair value of its investments, which consists of the realized gains or losses
and the unrealized appreciation (depreciation) on those investments.
Benefit Payments
Benefit payments are recorded when paid.
3. Investments
The following presents investments that represent 5% or more of the Plans net assets at
December 31:
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2007
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2006
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American Funds Growth Fund of America
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$
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23,830,882
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$
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20,774,126
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JP Morgan Stable Asset Fund
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10,766,266
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JP Morgan Government Bond Fund
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9,301,941
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8,285,618
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American Century Trust Stable Asset Fund
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7,948,005
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American Century Value Fund
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6,872,582
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7,754,111
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Dodge and Cox International Stock Fund
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5,629,400
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7,156,567
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Neuberger Berman Genesis (Trust)
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6,707,393
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5,526,439
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Dodge and Cox Stock Fund
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9,069,746
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5,158,744
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Each of
the above funds is a mutual fund except for the JP Morgan Stable Asset Fund and the
American Century Stable Asset Fund, which are common collective trusts.
During 2007, the Plans investments (including gains and losses on investments bought and sold, as
well as held during the year) appreciated (depreciated) in value as follows:
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Mutual funds
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$
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7,696,711
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CSK Auto Stock Fund
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(1,441,474
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Total
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$
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6,255,237
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- 6 -
CSK Auto, Inc. Retirement Program
Notes to Financial Statements
4. Excess Employee Deferrals
The Plan failed to meet non-discrimination tests for 2007 and 2006 in accordance with IRS
regulations. It was determined that certain participants would be refunded a portion of their
contributions. These amounts are $332,029 and $305,112 at December 31, 2007 and 2006, respectively,
and are reflected as reductions to net assets available for benefits.
5. Tax Status of the Plan
The Plan received its latest determination letter on December 18, 2001 in which the IRS stated
that the Plan and related trust, as then designed, is in compliance with applicable requirements of
the IRC. The Plan has been amended since receiving the determination letter. However, the Plan
Sponsor and Company legal counsel believe that the Plan is currently designed and being operated in
compliance with the requirements of the IRC.
6. Related Party Transactions
Certain investments of the Plan are funds managed by an affiliate of the Custodian which
provides recordkeeping, custodial services, and administrative services to the Plan. In addition,
the Plan holds stock of CSK Auto Corporation, the parent company of the Plan Sponsor. These certain
plan investments qualify as parties-in-interest transactions for which a statutory exemption
exists. The following represents investments held by related parties:
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December 31,
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December 31,
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2007
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2006
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American Century Stable Asset Fund
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$
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$
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7,948,005
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American Century Value Fund
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6,872,582
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7,754,111
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JP Morgan Government Bond Fund
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9,301,941
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8,285,618
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JP Morgan Stable Asset Fund
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10,766,266
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JP Morgan Equity Index Fund
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1,188,350
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341,194
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CSK Auto Common Stock
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913,256
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2,095,471
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Purchases and sales within the Plan of CSK Auto Corporation common stock for the year ended
December 31, 2007 and 2006 as follows:
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Shares
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Cost
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Balance as of December 31, 2005
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127,125
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$
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1,335,882
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Purchases
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17,156
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233,518
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Sales
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(22,096
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(258,048
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Balance as of December 31, 2006
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122,185
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1,311,352
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Purchases
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72,140
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405,769
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Sales
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(12,038
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(146,510
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Balance as of December 31, 2007
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182,287
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$
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1,570,611
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7. Risks and Uncertainties
The Plan invests in various investment securities. The Plan provides participants the
opportunity to invest in a variety of mutual funds and CSK Auto Corporation common stock. Each
investment alternative is exposed to various risks such as interest rate, market and credit risks.
Due to the level of risk associated with certain investment securities, it is at least reasonably
possible that changes in the values of investment securities will occur in the near term and that
such changes could materially affect participants account balances and the amounts reported in the
Statement of Net Assets Available for Benefits. Market values of investments may decline for a
number of reasons, including changes in prevailing market and interest rates, increases in defaults
and credit rating downgrades.
During
2006 and 2007, CSK Auto Corporation was at times not current with its filing of its
periodic reports and accompanying financial statements with the
Securities and Exchange Commission (SEC). On December 13, 2006, the
Retirement Committee gave notice to Plan participants that participants purchases (either by
payroll contributions or transfer of funds) within the CSK Auto Stock Fund would be temporarily
suspended effective December 20, 2006 until CSK Auto Corporation was current with its financial
reporting obligations. Participants who had contribution elections directed to the CSK Auto Stock
Fund could change this election at any time in accordance with the
- 7 -
CSK Auto, Inc. Retirement Program
Notes to Financial Statements
usual Plan procedures; however, unless and until such a change in election occurred, all
contributions directed to the CSK Auto Stock Fund were instead allocated to the Fidelity Income
Fund investment option in the Plan and would remain in that Fund until the participant directed
otherwise. During the suspension, participants, except for directors, executive officers and other
members of the CSK Auto Corporation Insider Group, were permitted to transfer balances in the CSK
Auto Stock Fund into other investment alternatives offered by the Plan. CSK became current in its
required filings with the SEC on October 12, 2007 and the suspension of purchases in the CSK Auto
Stock Fund was lifted on October 16, 2007.
On April 14, 2006, CSK Auto Corporation announced a delay in filing its consolidated financial
statements for fiscal 2005 with the SEC pending completion
of an investigation led by the Audit Committee of its Board of Directors into certain accounting
errors and irregularities, which were determined to require CSK Auto Corporation to restate its
historical financial statements. The Audit Committee-led investigation was completed during fiscal
year 2006 and CSK Auto Corporations Annual Report on Form 10-K for the fiscal year ending January
29, 2006 was filed with the SEC on May 1, 2007. CSK became current in its required filings with the
SEC on October 12, 2007. The Plan Sponsor does not believe the matters identified in the
investigation have affected or could affect the Plans accounting or processes for preparing its
financial statements.
8. New Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board issued Statement on Financial
Accounting Standards (SFAS) No. 157,
Fair Value Measurements
. This standard establishes a single
authoritative definition of fair value, sets out a framework for measuring fair value and requires
additional disclosures about fair value measurements. SFAS No. 157 applies to fair value
measurements already required and permitted by existing standards. SFAS No. 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007 and interim periods
within those fiscal years. The changes to current generally accepted accounting principals from the
application of this Statement relate to the definition of fair value, the method used to measure
fair value, and the expanded disclosures about fair value measurements. As of December 31, 2007,
the Plan Sponsor does not believe the adoption of SFAS No. 157 will impact the financial statement
amounts; however, additional disclosures may be required about the inputs used to develop the
measurements and the effect of certain of the measurements on changes in net assets for the period.
In July 2006, the Financial Accounting Standards Board issued Interpretation No. 48,
Accounting for
Uncertainty in Income Taxes
, an Interpretation of SFAS No. 109 (FIN 48), which clarifies the
accounting for uncertainty in income taxes recognized in the financial statements in accordance
with SFAS No. 109,
Accounting for Income Taxes
. FIN 48 requires recording uncertain tax positions
that exist in the Plans financial statements. FIN 48 was effective for the Plan as of January 1,
2007. Plan management has determined there are no uncertain tax positions and believes there is no
FIN 48 impact requiring adjustment or disclosure in the Plans financial statements.
9. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of the investment income from the financial statements to
the Form 5500:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
Total investment income reported herein
|
|
$
|
6,616,084
|
|
|
$
|
8,178,087
|
|
Less: Adjustment from contract value to fair
value for fully benefit-responsive investment
contracts
|
|
|
245,226
|
|
|
|
149,359
|
|
|
|
|
|
|
|
|
Total investment income reported on Form 5500
|
|
$
|
6,370,858
|
|
|
$
|
8,028,728
|
|
|
|
|
|
|
|
|
The following reconciles net assets available for benefit from the financial statements to the
Form 5500:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits reported herein
|
|
$
|
110,725,701
|
|
|
$
|
106,283,818
|
|
Less: Adjustment from contract value to fair
value for fully benefit-responsive investment
contracts
|
|
|
394,585
|
|
|
|
149,359
|
|
|
|
|
|
|
|
|
Net assets available for benefits reported on
Form 5500
|
|
$
|
110,331,116
|
|
|
$
|
106,134,459
|
|
|
|
|
|
|
|
|
The Plan adopted Financial Accounting Standards Board Staff Position AAG INV -1 and SOP
94-4-1,
Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company and Defined-Contribution Health and Welfare and
Pension Plans
as required for annual periods after December 15, 2006.
- 8 -
CSK Auto, Inc. Retirement Program
Notes to Financial Statements
10. Subsequent Event
On April 1, 2008, CSK Auto Corporation entered into an Agreement and Plan of Merger (the
Merger Agreement) with OReilly Automotive, Inc. (OReilly) and OC Acquisition Company, a newly
formed indirect wholly-owned subsidiary of OReilly pursuant to which CSK Auto Corporation is
expected to become a wholly-owned subsidiary of OReilly (the Acquisition). On June 11, 2008,
OReilly, through OC Acquisition Company, commenced an Exchange Offer in order to effectuate the
Acquisition. For each share of CSK common stock, OReilly has
offered $1.00 in cash (subject to possible reduction under certain
circumstances) and between
0.3673 and 0.4285 of a share of common stock of OReilly depending on the reported closing sale
prices of OReilly common stock for the five consecutive trading days ending on and including the
second trading day prior to consummation of the offer. The Exchange Offer is described in detail
in Part 1 Item 1 of CSKs Quarterly Report on Form 10-Q for the quarterly period ended May 4, 2008
in the notes to the unaudited consolidated financial statements. The Exchange Offer is currently
scheduled to expire at 12:00 midnight, EDT, on July 10, 2008, but, pursuant to the terms of the
Merger Agreement, the expiration date may be extended under certain circumstances. Assuming the
Exchange Offer is completed July 10, 2008, the Acquisition is expected to close in CSK Auto
Corporations second fiscal quarter of 2008. Notwithstanding the Acquisition, the Plan
administrator expects the Plan to continue, provided that the Plan may be amended or merged with
another qualified plan of OReilly in the future.
- 9 -
CSK AUTO, INC. RETIREMENT PROGRAM
SCHEDULE H LINE 4i-
SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
As of December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) Description of
|
|
|
|
|
|
|
|
(b) Identity of Issue,
|
|
Investment, Including
|
|
|
|
|
|
|
|
Borrower, Lessor or
|
|
Maturity Date, Collateral, Par
|
|
|
|
(e) Current
|
|
(a)
|
|
Similar Party
|
|
Or Maturity Value
|
|
(d) Cost **
|
|
Value
|
|
*
|
|
JP MORGAN STABLE ASSET FUND
|
|
Common Collective Trust
|
|
|
|
$
|
10,766,266
|
|
*
|
|
AMERICAN CENTURY VALUE FUND
|
|
Mutual Fund
|
|
|
|
|
6,872,582
|
|
|
|
COLUMBIA SMALL CAP VALUE FUND
|
|
Mutual Fund
|
|
|
|
|
576,102
|
|
|
|
NEUBERGER BERMAN GENESIS (Trust)
|
|
Mutual Fund
|
|
|
|
|
6,707,393
|
|
|
|
VANGUARD EXPLORER FUND
|
|
Mutual Fund
|
|
|
|
|
1,736,537
|
|
|
|
DODGE & COX STOCK FUND
|
|
Mutual Fund
|
|
|
|
|
9,069,746
|
|
|
|
DODGE & COX INTERNATIONAL STOCK
|
|
|
|
|
|
|
|
|
|
|
FUND
|
|
Mutual Fund
|
|
|
|
|
5,629,400
|
|
|
|
DREYFUS MID CAP INDEX FUND
|
|
Mutual Fund
|
|
|
|
|
1,305,875
|
|
*
|
|
JP MORGAN GOVT BOND FUND
|
|
Mutual Fund
|
|
|
|
|
9,301,941
|
|
|
|
FIDELITY FREEDOM INCOME
|
|
Mutual Fund
|
|
|
|
|
1,307,775
|
|
|
|
FIDELITY FREEDOM 2010
|
|
Mutual Fund
|
|
|
|
|
4,167,026
|
|
|
|
FIDELITY FREEDOM 2015
|
|
Mutual Fund
|
|
|
|
|
2,742,775
|
|
|
|
FIDELITY FREEDOM 2020
|
|
Mutual Fund
|
|
|
|
|
4,759,002
|
|
|
|
FIDELITY FREEDOM 2025
|
|
Mutual Fund
|
|
|
|
|
4,742,821
|
|
|
|
FIDELITY FREEDOM 2030
|
|
Mutual Fund
|
|
|
|
|
4,051,852
|
|
|
|
FIDELITY FREEDOM 2035
|
|
Mutual Fund
|
|
|
|
|
1,711,250
|
|
|
|
FIDELITY FREEDOM 2040
|
|
Mutual Fund
|
|
|
|
|
2,050,412
|
|
|
|
AMERICAN FUNDS GROWTH FUND OF
|
|
|
|
|
|
|
|
|
|
|
AMERICA
|
|
Mutual Fund
|
|
|
|
|
23,830,882
|
|
*
|
|
JP MORGAN EQUITY INDEX
|
|
Mutual Fund
|
|
|
|
|
1,188,350
|
|
|
|
BUFFALO MID CAP
|
|
Mutual Fund
|
|
|
|
|
2,190,959
|
|
|
|
UBS LARGE CAP EQUITY
|
|
Mutual Fund
|
|
|
|
|
494,636
|
|
*
|
|
CSK AUTO STOCK FUND
|
|
Common Stock
|
|
|
|
|
913,256
|
|
|
|
PARTICIPANT LOANS
|
|
Various rates of interest ranging from 5.25% to 11.5%, maturities ranging from 6 months to 5 years
|
|
|
|
|
4,227,260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
110,344,098
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
A party-in-interest for which a statutory exemption exists.
|
|
**
|
|
All investments are participant directed. Therefore, disclosure of cost is not required.
|
See Report of Independent Registered Public Accounting Firm.
- 10 -
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