##### Table of Contents





FORM 10-K
  (Mark One)[ x ] Annual Report Pursuant to Section 13
    or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: January 29,
    2011
    or[  ] Transition Report Pursuant to
    Section 13 or 15(d) of the Securities Exchange Act of 1934
    For the transition period from
    
    to     
  PACIFIC SUNWEAR OF CALIFORNIA,
    INC.
   California
    (State of incorporation)

95-3759463
    (I.R.S. Employer Identification No.)3450 E. Miraloma Ave., Anaheim, CA
    (Principal executive offices)

92806
    (Zip Code)    (714) 414-4000
    Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, par value $0.01 per share

The NASDAQ Stock Market LLC (Nasdaq Global Select Market)   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 [ ] No [X]
    Indicate by check mark if the registrant is not required to file
    reports pursuant to Section 13 or 15(d) of the Act.
    Yes [ ] No [X]
    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 [X] No [ ]
    Indicate by check mark whether the registrant has submitted
    electronically and posted on its corporate Web site, if any,
    every Interactive Data File required to be submitted and posted
    pursuant to Rule 405 of
    Regulation S-T
    (§ 232.405 of this chapter) during the preceding
    12 months (or for such shorter period that the registrant
    was required to submit and post such files).
    Yes [ ] No [ ]
    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. [X]
    Indicate by check mark whether the registrant is a large
    accelerated filer, an accelerated filer, a non-accelerated
    filer, or a smaller reporting company. See the definitions of
    large accelerated filer, accelerated
    filer and smaller reporting company in
    Rule 12b-2
    of the Exchange Act. (Check one):  Large accelerated
    filer [ ]
    Accelerated
    filer [X]
    Non-accelerated
    filer [ ]
    Smaller reporting
    company [ ]   
    Indicate by check mark whether the registrant is a shell company
    (as defined in
    Rule 12b-2
    of the Exchange Act). Yes [ ] No [X]      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---



##### 





PACIFIC SUNWEAR
    OF CALIFORNIA, INC.FORM 10-K
    For the Fiscal Year Ended January 29, 2011
    Index
  Page #PART IItem 1.


Business


2Item 1A.


Risk Factors


8Item 1B.


Unresolved Staff Comments


14Item 2.


Properties


14Item 3.


Legal Proceedings


14Item 4.


Removed and Reserved


15PART IIItem 5.


Market For Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


16Item 6.


Selected Financial Data


18Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


19Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


30Item 8.


Financial Statements and Supplementary Data


30Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


30Item 9A.


Controls and Procedures


30Item 9B.


Other Information


33PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


33Item 11.


Executive Compensation


33Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


33Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


33Item 14.


Principal Accounting Fees and Services


33PART IVItem 15.


Exhibits and Financial Statement Schedules


33Signatures


34EX-10.19EX-10.20EX-21.1EX-23.1EX-31.1EX-32.1




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##### Table of Contents



PART I ITEM 1. BUSINESS    (714) 414-4000; www.pacsun.com . Form 10-K, Form 10-Q, Form 8-K,
    Fiscal Year

Year-End Date

# of Weeks2011

January 28, 2012

522010

January 29, 2011

522009

January 30, 2010

522008

January 31, 2009

522007

February 2, 2008

522006

February 3, 2007

53   Our Mission and
    Strategies
    Strong Emphasis on Brands. up-and-coming, ® ® ® ® ® ® ®
     2     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




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##### Table of Contents



New Strategic Marketing Initiatives.
  Localized Assortment Planning.
  Merchandising
  Merchandise.
  Fiscal Year2010

2009

2008Mens Apparel

49%

45%

41%Womens Apparel

38%

43%

42%Accessories and Footwear

13%

12%

17%Total

100%

100%

100%   ®
   Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     3




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##### Table of Contents



Heritage Brands. up-and-coming
  Proprietary Brands. ® ® ® ® ®
  Vendor and Contract Manufacturer Relationships.
    Merchandising, Planning, Allocation and Distribution.
     4     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




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##### Table of Contents



E-commerce. www.pacsun.com.
  Stores
  Locations.
  Real Estate Strategy. and/or
  Store Operations.
  Competition
    Trademarks and
    Service Marks
  ® ® ® ® ® ® ® ®
   Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     5




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##### Table of Contents



Information
    Technology
  open-to-buy, point-of-sale look-up
  Seasonality
    Working Capital
    Concentration
    Employees
    Executive Officers.
  Executive Officer

Age

TitleGary H. Schoenfeld


48


President, Chief Executive Officer and DirectorCharles Mescher


37


Sr. Vice President, Mens MerchandisingChristine Lee


40


Sr. Vice President, Womens MerchandisingPaula M. Lentini


47


Sr. Vice President, RetailMichael L. Henry


40


Sr. Vice President, Chief Financial OfficerJonathan Brewer


56


Sr. Vice President, Product Development and Supply ChainCraig E. Gosselin


51


Sr. Vice President, General Counsel, Human Resources and
    Secretary   Gary H. Schoenfeld tm
  Charles Mescher
   6     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




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##### Table of Contents



Christine Lee
  Paula M. Lentini T-Mobile
  Michael L. Henry
  Jonathan Brewer
  Craig E. Gosselin
   Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     7




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##### Table of Contents



ITEM 1A.
    RISK
    FACTORS  Cautionary Note
    Regarding Forward-Looking Statements
  This report on
    Form 10-K
    contains forward-looking statements within the
    meaning of Section 27A of the Securities Act of 1933, as
    amended, and Section 21E of the Exchange Act, and we intend
    that such forward-looking statements be subject to the safe
    harbors created thereby. We are providing cautionary statements
    identifying important factors that could cause our actual
    results to differ materially from those projected in the
    forward-looking statements contained herein. Any statements that
    express, or involve discussions as to, expectations, beliefs,
    plans, objectives, assumptions, future events or performance
    (often, but not always identifiable by the use of words or
    phrases such as will result, expects to,
    will continue, anticipates,
    plans, intends, estimated,
    projects and outlook) are not historical
    facts and may be forward-looking and, accordingly, such
    statements involve estimates, assumptions and uncertainties
    which could cause actual results to differ materially from those
    expressed in the forward-looking statements. Examples of
    forward-looking statements in this report include, but are not
    limited to, the following categories of expectations about:
  
    our branding and merchandising strategies,
    our localization strategies, including our belief
    that redefining our merchandise assortment planning strategies
    could improve both our sales and merchandise margin performance
    for fiscal 2011,
    the sufficiency of working capital, operating cash flows and
    available credit to meet our operating and capital expenditure
    requirements,
    our capital expenditure plans for fiscal 2011,
    forecasts of future store closures, expansions, relocations
    and store refreshes, during fiscal 2011,
    future borrowings and repayments under our credit facility,
    and
    future increases in occupancy expenses.  All forward-looking statements included in this report are
    based on information available to us as of the date hereof, and
    are subject to risks and uncertainties that could cause actual
    results to differ materially from those expressed in the
    forward-looking statements. We assume no obligation to update or
    revise any such forward-looking statements to reflect events or
    circumstances that occur after such statements are made.
  We face significant competition from both
    vertically-integrated and brand-based competitors which could
    have a material adverse effect on our business.
  Our failure to identify and respond appropriately to changing
    consumer preferences and fashion trends in a timely manner could
    have a material adverse impact on our business and
    profitability.
   8     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




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##### Table of Contents



We face increasing product costs from our manufacturing
    partners in fiscal 2011, which could result in significant
    margin erosion. year-over-year,
  Our failure to reverse declining sales
    and/or
    further gross margin declines would have a material adverse
    impact on our business, profitability and liquidity.
  Our net sales, operating income and inventory levels
    fluctuate on a seasonal basis. back-to-school back-to-school
  Our comparable store net sales results fluctuate
    significantly, which can cause volatility in our operating
    performance and stock price.
  Our inability to reduce occupancy costs or close
    underperforming stores in the future may have a material adverse
    effect on our business and financial results.
   Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     9




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##### Table of Contents



Our customers may not prefer our proprietary brand
    merchandise, which may negatively impact our profitability.
  We have previously changed certain of our merchandising
    strategies with the goal of improving our operating results. We
    may continue to modify our strategies going forward and we
    cannot be certain that our existing or modified strategies will
    be successful in improving our store productivity or
    profitability.
  Our foreign sources of production may not always be reliable,
    which may result in a disruption in the flow of new merchandise
    to our stores.
   10     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




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##### Table of Contents



Our business could suffer if a manufacturer fails to conform
    to applicable domestic or international labor standards.
  The loss of key personnel could have a material adverse
    effect on our business at any time.
    We operate our business from one corporate headquarters
    facility and one distribution facility which exposes us to
    significant operational risks.
  Any material failure, interruption or security breach of our
    computer systems or information technology may adversely affect
    the operation of our business and our financial results.
  and/or
   Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     11




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##### Table of Contents



and/or
  The continued volatility in the U.S. economy and
    potential inflationary economic conditions may adversely affect
    consumer spending in the future, which could negatively impact
    our business, operating results and stock price.
  A significant decrease in mall traffic would negatively
    impact our business and operating results.
  Any reinvestment in our existing store base may not result in
    improved operating performance. Conversely, the lack of any
    reinvestment may cause many of our stores to appear less
    attractive to customers.
  The effects of terrorism or war could significantly impact
    consumer spending and our operational performance.
  Adverse outcomes of litigation matters or failure to comply
    with federal or state regulations could adversely affect us.
   12     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




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##### Table of Contents



Our inability or failure to protect our intellectual property
    or our infringement of others intellectual property could
    adversely affect us.
  Selling merchandise over the Internet carries particular
    risks that can have a negative impact on our business.
  Our stock price can fluctuate significantly due to a variety
    of factors, which can negatively impact our total market
    value.
    We caution that the risk factors described above could cause
    actual results or outcomes to differ materially from those
    expressed in any forward-looking statements made by us or on
    behalf of the Company. Further, we cannot assess the impact of
    each such factor on our business or the extent to which any
    factor, or combination of factors, may cause actual results to
    differ materially from those contained in any forward-looking
    statements.
   Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     13




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##### Table of Contents



ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES        Alabama


4Alaska


3Arizona


17Arkansas


4California


110Colorado


20Connecticut


9Delaware


4Florida


66Georgia


15Hawaii


8Idaho


4Illinois


26Indiana


17Iowa


8Kansas


7Kentucky


7Louisiana


9Maine


6Maryland


19Massachusetts


21Michigan


26Minnesota


15Mississippi


5Missouri


14Montana


4Nebraska


4Nevada


10New Hampshire


7New Jersey


24New Mexico


6New York


35North Carolina


20North Dakota


4Ohio


32Oklahoma


8Oregon


13Pennsylvania


44Rhode Island


2South Carolina


11South Dakota


2Tennessee


14Texas


66Utah


10Vermont


4Virginia


23Washington


25West Virginia


6Wisconsin


18Wyoming


2Puerto Rico


14   ITEM 3.
    LEGAL
    PROCEEDINGS  Ned Nelson, as an individual and on behalf of others
    similarly situated, vs. Pacific Sunwear of California, Inc., Los
    Angeles Superior Court, Case No. BC 436947.
  Charles Pfeiffer, individually and on behalf of other
    aggrieved employees vs. Pacific Sunwear of California, Inc. and
    Pacific Sunwear Stores Corp., Superior Court of California,
    County of Riverside, Case No. 1100527.
   14     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




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##### Table of Contents



Phillip Gleason, on behalf of himself and others similarly
    situated vs. Pacific Sunwear of California, Inc., Superior Court
    of California, County of Los Angeles, Case No. 457654.
  Tamara Beeney, individually and on behalf of other members of
    the general public similarly situated vs. Pacific Sunwear of
    California, Inc. and Pacific Sunwear Stores Corporation,
    Superior Court of California, County of Orange, Case
    No. 30-2011-00459346-CU-OE-CXC.
    ITEM 4.
    REMOVED
    AND RESERVED   Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     15




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    Fiscal 2010


Fiscal 2009High


Low


High


Low1st Quarter

$
6.12


$
3.51


$
4.63


$
1.082nd Quarter


5.45



2.98



4.88



2.853rd Quarter


6.18



3.76



7.25



3.264th Quarter

$
6.80


$
4.27


$
6.19


$
3.15     Common Stock Repurchase and Retirement
   16     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




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##### Table of Contents



PERFORMANCE
    GRAPH
    COMPARISON OF
    5 YEAR CUMULATIVE TOTAL
    RETURN(1)
    
  Calculated
    Returns(1)

01/28/06

02/03/07

02/02/08

01/31/09

01/30/10

01/29/11Pacific Sunwear

100

83

49

5

15

18NASDAQ Composite Index

100

109

107

66

97

123NASDAQ Retail Trade Index

100

103

111

75

127

168      Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     17




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    Fiscal Year2010


2009


2008


2007


2006Consolidated Statement of Operations Data:Net sales

$
930


$
1,027


$
1,255


$
1,306


$
1,241Gross margin (after buying, distribution and occupancy costs)


205



259



320



414



407Operating (loss)/income from continuing operations


(95
)


(81
)


(61
)


70



101(Loss)/income from continuing operations


(97
)


(70
)


(39
)


46



65(Loss)/income from continuing operations per common share,
    diluted

$
(1.46
)

$
(1.07
)

$
(0.59
)

$
0.65


$
0.91Consolidated Operating Data:Comparable store net sales
    +/(-)(1)


(8.0
)%


(20.0
)%


(5.2
)%


3.4
%


(4.2
)%Average net sales($)/square
    foot(2)

$
258


$
275


$
339


$
350


$
347Average net sales($)/store
    (000s)(2)

$
1,001


$
1,062


$
1,298


$
1,334


$
1,263Stores open at end of period


852



894



932



954



965Capital expenditures

$
17


$
23


$
81


$
106


$
158Consolidated Balance Sheet Data:Merchandise inventories

$
96


$
90


$
107


$
170


$
205Working capital

$
93


$
117


$
98


$
187


$
195Total assets

$
401


$
477


$
570


$
752


$
773Long-term debt

$
29


$



$



$



$
Shareholders
    equity(3)

$
214


$
307


$
372


$
483


$
503           18     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K. Form 10-K).
 Executive
    Overview
    Comparable (or same store) sales
  Net merchandise margins
  Operating margin
  Store sales trends
  Cash flow and liquidity (working capital)
  Critical
    Accounting Policies
     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     19




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##### Table of Contents



Form 10-K.
  Recognition of Revenue
  Valuation of Inventories and/or
  Store Operating Lease Accounting
  Evaluation of Long-Lived Assets
     20     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




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##### Table of Contents



Stock-Based Compensation Expense Form 10-K
  Evaluation of Income Taxes
    Results of
    Operations
   Fiscal Year2010


2009


2008Net sales


100.0
%


100.0
%


100.0
%Cost of goods sold (including buying, distribution and occupancy
    costs)


77.9



74.8



74.5Gross margin


22.1



25.2



25.5Selling, general and administrative expenses


32.3



33.1



30.4Operating loss from continuing operations


(10.2
)


(7.9
)


(4.9
)Other expense/(income), net


0.1







(0.2
)Loss from continuing operations before income tax expense


(10.3
)


(7.9
)


(4.7
)Income tax expense/(benefit)


0.1



(1.1
)


(1.5
)Loss from continuing operations


(10.4
)%


(6.8
)%


(3.2
)%Number of stores open at end of period


852



894



932Total square footage (in 000s)


3,312



3,457



3,588    Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     21




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##### Table of Contents



Fiscal 2010 Compared to Fiscal 2009
  Net
    Sales
    $millions

Attributable to$
(72
)

8% decline in comparable store net sales in fiscal 2010 compared
    to fiscal 2009.  The decline was due to a decrease in total
    transactions of 12%, partially offset by an increase in the
    average sale transaction of 4%.(27
)

Store closures.(3
)

Decrease in net sales attributable to e-commerce.5


Increase due to non-comparable sales from new, expanded or
    relocated stores not yet included in the comparable store base.$
(97
)

Total     Gross
    Margin
    %


Attributable to(1.6
)

Deleverage of occupancy costs as a result of the 8% same-store
    sales decline for fiscal 2010. Occupancy costs as a percentage
    of net sales were 20.4% ($189 million) in fiscal 2010 compared
    to 18.8% ($193 million) in fiscal 2009.(1.4
)

Decrease in merchandise margin to 46.7% ($434 million) in fiscal
    2010 from 48.1% ($494 million) in fiscal 2009, primarily due to
    a decrease in initial markups and an increase in markdowns in
    fiscal 2010 compared to fiscal 2009.(0.1
)

Increase in buying and distribution costs as a percentage of
    sales to 4.2% in fiscal 2010 compared to 4.1% in fiscal 2009.
    Buying and distribution costs decreased $4 million to $39
    million in fiscal 2010 from $43 million in fiscal 2009.(3.1
)

Total   Selling, General
    and Administrative Expenses
     22     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




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##### Table of Contents



%


Attributable to(0.9
)

Decrease in depreciation expense as a percentage of sales. Total
    depreciation was $54 million in fiscal 2010 compared to $68
    million in fiscal 2009.(0.9
)

Decrease in asset impairment charges in the current year to $16
    million compared to $27 million in fiscal 2009.0.2


Increase in store payroll and payroll-related expenses as a
    percentage of net sales due to the deleveraging of these
    expenses against the 8% same store sales decline in fiscal 2010.
    Payroll expense decreased $15 million to $166 million in fiscal
    2010 from $181 million in fiscal 2009.0.8


Increase in all other SG&A expenses as a percentage of
    sales.  Other SG&A increased $2 million to $65 million in
    fiscal 2010 from $63 million in fiscal 2009, primarily due to
    advertising expenses.(0.8
)

Total     Other
    Expense/(Income), net
    Income
    Taxes
    Net Loss and Net
    Loss per Share
    About
    Non-GAAP Financial Measures
     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     23




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##### Table of Contents



Fiscal 2009
    Compared to Fiscal 2008
  Net
    Sales
    $millions


Attributable to$
(230
)

20% decline in comparable store net sales in fiscal 2009
    compared to fiscal 2008.  Total transactions declined 13% and
    the average sale declined 8%. Average unit retail declined 9%.(13
)

Store closures.8


Increase due to non-comparable sales from new, expanded or
    relocated stores not yet included in the comparable store base.7


Increase in net sales attributable to e-commerce.$
(228
)

Total     Gross
    Margin
     24     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




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##### Table of Contents



%


Attributable to(3.3
)

Deleverage of occupancy costs as a result of the 20% same-store
    sales decline for fiscal 2009. Occupancy charges as a percentage
    of net sales were 18.8% ($193 million) in fiscal 2009 compared
    to 15.5% ($194 million) in fiscal 2008.2.7


Increase in merchandise margin to 48.1% ($494 million) in fiscal
    2009 from 45.4% ($570 million) in fiscal 2008, primarily due to
    a decrease in markdown and promotional activity in 2009 compared
    to 2008.0.3


Decrease in buying and distribution costs.(0.3
)

Total     Selling, General
    and Administrative Expenses
    %


Attributable to1.6


Increase in store payroll and payroll-related expenses as a
    percentage of net sales, due to the deleveraging of these
    expenses against the 20% same store sales decline in fiscal
    2009. In dollars, payroll expense decreased $21 million.0.9


Increase in depreciation expense as a percentage of sales,
    primarily due to the deleveraging of these expenses against the
    20% same store sales decline in fiscal 2009. Total depreciation
    was $68 million, or 6.6% of net sales, in fiscal 2009 compared
    to $72 million, or 5.7% of net sales, in fiscal 2008.(0.1
)

Decrease in asset impairment charges in the current year to $27
    million compared to $35 million in fiscal 2008.0.3


Increase in all other SG&A expenses as a percentage of
    sales.2.7


Total     Other
    Expense/(Income), net
     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     25




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##### Table of Contents



Income
    Taxes
  Form 10-K,
  Net Loss and Net
    Loss per Share
    About
    Non-GAAP Financial Measures
      Liquidity and
    Capital Resources
      26     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




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##### Table of Contents



Fiscal Year Ended

January 29,


January 30,


January 31,(In thousands)

2011


2010


2009Net cash (used in)/provided by operating activities


$(40,885
)


$87,451



$33,915Net cash used in investing activities


(17,159
)


(19,759
)


(55,659
)Net cash provided by/(used in) financing activities


28,663



623



(51,067
)NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS


$(29,381
)


$68,315



$(72,811
)   Operating Cash
    Flows
        Working
    Capital
    $millions

Description$117

Working capital at January 30, 2010(29)

Decrease in cash and cash equivalents primarily due to our
    operating losses.4

Increase in inventories, net of accounts payable.1

Other.$93

Working capital at January 29, 2011   Investing Cash
    Flows
     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     27




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##### Table of Contents



Financing Cash
    Flows
    Credit
    Facility
    Mortgage
    Transactions
    Contractual
    Obligations
    Payments Due by PeriodContractual Obligations



Less than

1-3

3-5

More than(In $millions)

Total

1 year

years

years

5 yearsOperating lease obligations

$504

$94

$160

$121

$129Mortgage debt

30

1

1

1

27Letters of credit

15

15





Guaranteed minimum royalties

5

1

3

1

ASC 740 (FIN 48) obligations including interest and
    penalties

<1

<1





Capital lease obligations

<1

<1

<1



Total

$555

$112

$164

$123

$156        28     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




---



##### Table of Contents



Operating Leases
      Indemnifications
      Off-Balance Sheet
    Arrangements
    Recent Accounting
    Pronouncements
     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     29




---



##### Table of Contents



Inflation
    Seasonality and
    Quarterly Results
  back-to-school
  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  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
  Rule 13a-15(e) 15d-15(e)
   30     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




---



##### Table of Contents



Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f). Internal Control 
    Integrated Framework Internal
    Control  Integrated Framework
  Form 10-K,
    Changes in
    Internal Control Over Financial Reporting
     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     31




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Internal Control 
    Integrated Framework Managements Report on
    Internal Control over Financial Reporting
        Internal Control  Integrated Framework
     Costa Mesa, California
 March 31, 2011
   32     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




---



##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Form 10-K.
  ITEM 11.
    EXECUTIVE
    COMPENSATION  Form 10-K.
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Form 10-K.
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Form 10-K.
  ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES  Form 10-K.
 PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  (a) 1.
    The Financial Statements listed in the Index to
    Consolidated Financial Statements at
    page F-1
    are filed as a part of this Annual Report on Form 10-K.  2.
    Financial statement schedules are omitted because they are not
    applicable or the required information is shown in the
    Consolidated Financial Statements or notes thereto.3.
    Exhibits included or incorporated herein: See Index to
    Exhibits at the end of the Consolidated Financial
    Statements.   Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     33




---



##### Table of Contents



SIGNATURES      By:
    /s/  Gary
    H. Schoenfeld     Date: March 31, 2011
    Signature

Title

Date/s/  Gary
    H. SchoenfeldGary
    H. Schoenfeld

President, Chief Executive Officer and Director
    (Principal Executive Officer)

March 31, 2011/s/  Michael
    L. HenryMichael
    L. Henry

Senior Vice President, Chief Financial Officer
    (Principal Financial and Accounting Officer)

March 31, 2011/s/  Peter
    StarrettPeter
    Starrett

Non-Employee Chairman of the Board

March 31, 2011/s/  Brett
    BrewerBrett
    Brewer

Non-Employee Director

March 31, 2011/s/  William
    C. CobbWilliam
    C. Cobb

Non-Employee Director

March 31, 2011/s/  Michael
    GoldsteinMichael
    Goldstein

Non-Employee Director

March 31, 2011/s/  George
    R. MrkonicGeorge
    R. Mrkonic

Non-Employee Director

March 31, 2011/s/  Thomas
    M. MurnaneThomas
    M. Murnane

Non-Employee Director

March 31, 2011/s/  Grace
    NicholsGrace
    Nichols

Non-Employee Director

March 31, 2011    34     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




---



##### Table of Contents



PACIFIC SUNWEAR
    OF CALIFORNIA, INC.
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  CONSOLIDATED
    FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED:
  JANUARY 29, 2011 (Fiscal
    2010)
 JANUARY 30, 2010 (Fiscal
    2009)
 JANUARY 31, 2009 (Fiscal
    2008)
  Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    January 29, 2011 and January 30, 2010


F-3Consolidated Statements of Operations and
    Comprehensive Operations for each of the three fiscal years in
    the period ended January 29, 2011


F-4Consolidated Statements of Shareholders
    Equity for each of the three fiscal years in the period ended
    January 29, 2011


F-5Consolidated Statements of Cash Flows for each of
    the three fiscal years in the period ended January 29,
    2011


F-6Notes to Consolidated Financial Statements


F-7    Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Internal Control  Integrated Framework
       F-2     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




---



##### Table of Contents



PACIFIC SUNWEAR
    OF CALIFORNIA, INC.
 CONSOLIDATED
    BALANCE SHEETS   January 29,


January 30,(In thousands, except share and per share amounts)

2011


2010ASSETSCURRENT ASSETS:Cash and cash equivalents

$
63,710


$
93,091Merchandise inventories


95,701



89,665Prepaid expenses


11,669



10,801Other current assets


4,773



5,365Total current assets


175,853



198,922PROPERTY AND EQUIPMENT, NET:Gross property and equipment


619,478



641,127Less: Accumulated depreciation and amortization


(426,298
)


(392,127
)Total property and equipment, net


193,180



249,000Deferred income taxes


6,243



4,024Other assets


26,000



25,272TOTAL ASSETS

$
401,276


$
477,218LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
41,028


$
38,481Other current liabilities


42,186



43,742Total current liabilities


83,214



82,223LONG-TERM LIABILITIES:Deferred lease incentives


28,553



39,207Deferred rent


19,786



21,396Mortgage debt, long-term portion


29,093



Other long-term liabilities


26,296



27,714Total long-term liabilities


103,728



88,317Commitments and contingencies (Note 10)SHAREHOLDERS EQUITY:Preferred stock, $.01 par value; 5,000,000 shares
    authorized; none issued






Common stock, $.01 par value; 170,859,375 shares
    authorized; 66,173,397 and 65,748,069 shares issued and
    outstanding, respectively


662



657Additional paid-in capital


11,593



7,294Retained earnings


202,079



298,727Total shareholders equity


214,334



306,678TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
401,276


$
477,218   See notes to consolidated
    financial statements.
   Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     F-3




---



##### Table of Contents



PACIFIC SUNWEAR
    OF CALIFORNIA, INC.
 CONSOLIDATED
    STATEMENTS OF OPERATIONS AND COMPREHENSIVE OPERATIONS   (In thousands, except share and per share amounts)

January 29,


January 30,


January 31,FISCAL YEAR ENDED

2011


2010


2009Net sales

$
929,506


$
1,027,101


$
1,254,886Cost of goods sold, including buying, distribution and occupancy
    costs


724,120



768,498



934,779Gross margin


205,386



258,603



320,107Selling, general and administrative expenses


300,530



339,728



381,008Operating loss from continuing operations


(95,144
)


(81,125
)


(60,901
)Other expense/(income), net


930



276



(2,369
)Loss from continuing operations before income tax
    (benefit)/expense


(96,074
)


(81,401
)


(58,532
)Income tax expense/(benefit)


574



(11,099
)


(19,287
)Loss from continuing operations


(96,648
)


(70,302
)


(39,245
)Loss from discontinued operations, net of tax effects










(24,577
)Net loss

$
(96,648
)

$
(70,302
)

$
(63,822
)Comprehensive loss

$
(96,648
)

$
(70,302
)

$
(63,822
)Loss from continuing operations per share:Basic and Diluted

$
(1.46
)

$
(1.07
)

$
(0.59
)Net loss per share:Basic and Diluted

$
(1.46
)

$
(1.07
)

$
(0.96
)Weighted average shares outstanding:Basic and Diluted


65,988,550



65,442,887



66,652,088   See notes to consolidated
    financial statements.
   F-4     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




---



##### Table of Contents



PACIFIC SUNWEAR
    OF CALIFORNIA, INC.
 CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY  Common





AdditionalStock


Common


Paid-in


Retained(In thousands, except share amounts)

Shares


Stock


Capital


Earnings


TotalBALANCE, February 2, 2008


70,026,510


$
700


$
16,761


$
465,884


$
483,345Repurchase and retirement of common stock


(5,347,544
)


(53
)


(52,858
)






(52,911
)Employee stock plans


495,178



5



1,799







1,804Stock-based compensation










5,167







5,167Tax benefit deficiencies related to exercise of stock options










(1,596
)






(1,596
)Reclassify negative additional paid-in capital to retained
    earnings(1)










33,033



(33,033
)


Net loss














(63,822
)


(63,822
)BALANCE, January 31, 2009


65,174,144


$
652


$
2,306


$
369,029


$
371,987Employee stock plans


573,925



5



662







667Stock-based compensation










6,370







6,370Tax benefit deficiencies related to exercise of stock options










(2,044
)






(2,044
)Net loss














(70,302
)


(70,302
)BALANCE, January 30, 2010


65,748,069


$
657


$
7,294


$
298,727


$
306,678Employee stock plans


425,328



5



331







336Stock-based compensation










3,968







3,968Net loss














(96,648
)


(96,648
)BALANCE, January 29, 2011


66,173,397


$
662


$
11,593


$
202,079


$
214,334     See notes to consolidated
    financial statements.
   Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     F-5




---



##### Table of Contents



PACIFIC SUNWEAR
    OF CALIFORNIA, INC.
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  (In thousands)

January 29,


January 30,


January 31,FISCAL YEAR ENDED

2011


2010


2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(96,648
)

$
(70,302
)

$
(63,822
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization


55,647



70,367



76,433Asset impairment (including goodwill)


15,611



27,012



35,348Stock-based compensation


3,968



6,370



5,167Loss on disposal of equipment


862



968



4,668Gain on sale of Anaheim distribution center










(10,768
)Tax benefit deficiencies related to stock-based compensation






(2,044
)


(1,596
)Excess tax benefits related to stock-based compensation










(5
)Change in operating assets and liabilities:Merchandise inventories


(6,270
)


17,540



62,977Other current assets


777



43,043



(6,125
)Other assets


(1,958
)


22,680



(2,738
)Accounts payable


2,547



(6,782
)


(17,086
)Other current liabilities


(1,854
)


(4,413
)


(17,887
)Deferred lease incentives


(10,654
)


(13,106
)


(21,699
)Deferred rent


(1,610
)


(1,612
)


(4,661
)Other long-term liabilities


(1,303
)


(2,270
)


(4,291
)Net cash (used in)/provided by operating activities


(40,885
)


87,451



33,915CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment


(17,159
)


(23,498
)


(80,934
)Proceeds from sale of property and equipment






3,739



275Proceeds from sale of Anaheim distribution center










25,000Net cash used in investing activities


(17,159
)


(19,759
)


(55,659
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from mortgage borrowings


29,800







Proceeds from employee stock purchase plan and exercise of stock
    options


542



727



1,850Payments for mortgage borrowings costs


(1,154
)






Principal payments under capital lease


(323
)


(104
)


(11
)Principal payments under mortgage borrowings


(202
)






Borrowings under credit facility










235,689Principal payments under credit facility










(235,689
)Repurchase and retirement of common stock










(52,911
)Excess tax benefits related to stock-based compensation










5Net cash provided by/(used in) financing activities


28,663



623



(51,067
)NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS


(29,381
)


68,315



(72,811
)CASH AND CASH EQUIVALENTS, beginning of fiscal year


93,091



24,776



97,587CASH AND CASH EQUIVALENTS, end of fiscal year

$
63,710


$
93,091


$
24,776SUPPLEMENTAL DISCLOSURES OF CASH
    FLOW INFORMATION:Cash paid for interest

$
963


$
3


$
601Cash refunded for income taxes

$
(203
)

$
(54,072
)

$
(14,937
)SUPPLEMENTAL DISCLOSURES OF
    NON-CASH TRANSACTIONS:Property and equipment purchases accrued at end of period

$
1,298


$
1,802


$
1,737Capital lease transactions for property and equipment

$
299


$
730



20   See notes to consolidated
    financial statements.
   F-6     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




---



##### Table of Contents



PACIFIC SUNWEAR
    OF CALIFORNIA, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (all amounts in thousands, except share and per share
    amounts, unless otherwise indicated)
  1.
    NATURE OF
    BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES  Nature of Business
      Fiscal Year

Year-End Date

# of Weeks2011

January 28, 2012

522010

January 29, 2011

522009

January 30, 2010

522008

January 31, 2009

52   Principles of Consolidation
  Basis of Presentation
  Use of Estimates
  Fair Value of Financial Instruments
  Cash and Cash Equivalents
   Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     F-7




---



##### Table of Contents



Merchandise Inventories and/or
  Property and Equipment
  Property Category

Depreciation TermBuildings

39 yearsBuilding improvements

Lesser of remaining estimated useful life of the building or
    estimated useful life of the improvementLeasehold improvements

Lesser of remaining lease term (at inception, generally
    10 years) or estimated useful life of the improvementFurniture, fixtures and equipment

Generally 5 years (ranging from 3 to 15 years),
    depending on the nature of the asset   Other Long-Lived Assets
  Goodwill
  Income Taxes
     F-8     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




---



##### Table of Contents



Insurance Reserves
  Revenue Recognition
  Fiscal Year(in $000s)

2010


2009


2008Beginning balance

$
511


$
436


$
722Provisions


18,908



20,440



24,144Usage


(18,960
)


(20,365
)


(24,430
)Ending balance

$
459


$
511


$
436   E-commerce
    Shipping and Handling Revenues and Expenses
  Customer Loyalty Programs
  Cost of Goods Sold, including Buying, Distribution and
    Occupancy Costs
   Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     F-9




---



##### Table of Contents



Vendor Allowances
  Straight-Line Rent
  Deferred Lease Incentives
  Selling, General and Administrative Expenses
  Advertising Costs
  Stock-Based Compensation
  Fiscal Year(in $000s)

2010


2009


2008Stock-based compensation expense included in cost of goods sold

$
1,228


$
4,024


$
1,972Stock-based compensation expense included in selling, general
    and administrative expenses


2,740



2,346



3,195Total stock-based compensation expense

$
3,968


$
6,370


$
5,167   Earnings Per Share
  Fiscal Year2010


2009


2008Anti-dilutive options and non-vested shares


2,928,067



2,311,974



2,564,554   Vendor and Merchandise Concentrations
   F-10     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




---



##### Table of Contents



Fiscal Year2010


2009


2008Mens Apparel


49
%


45
%


41
%Womens Apparel


38
%


43
%


42
%Accessories and Footwear


13
%


12
%


17
%Total


100
%


100
%


100
%   Recent Accounting Pronouncements 2010-28, Intangibles  Goodwill and Other (Topic 350): When
    to Perform Step 2 of the Goodwill Impairment Test for Reporting
    Units with Zero or Negative Carrying Amounts
  2010-29, Business Combinations 2010-29
  2.
    PROPERTY AND
    EQUIPMENT, NET    January 29,


January 30,2011


2010Leasehold improvements

$
280,900


$
302,339Furniture, fixtures and equipment


286,961



287,224Buildings and building improvements


40,389



40,336Land


11,228



11,228Total gross property and equipment


619,478



641,127Less accumulated depreciation


(426,298
)


(392,127
)Property and equipment, net

$
193,180


$
249,000   3.
    IMPAIRMENT OF
    LONG-LIVED ASSETS     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     F-11




---



##### Table of Contents



January 29,


January 30,


January 31,2011


2010


2009Carrying value of assessed long-lived assets

$
23


$
38


$
37Less: Impairment charge


(16
)


(27
)


(29
)Fair value of assessed long-lived assets

$
7


$
11


$
8   4.
    MORTGAGE
    DEBT  25-year
  25-year
   F-12     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




---



##### Table of Contents



Fiscal year ending:January 28, 2012

$
506February 2, 2013


539February 1, 2014


576January 31, 2015


614January 30, 2016


655Thereafter


26,70929,599Less current portion


506Mortgage debt, long-term portion

$
29,093     5.
    INDUSTRIAL
    REVENUE BOND TRANSACTION  OLATHE, KANSAS    10-year
  6.
    CREDIT
    FACILITY     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     F-13




---



##### Table of Contents



7.
    OTHER CURRENT
    LIABILITIES    January 29,


January 30,2011


2010Accrued gift cards

$
12,046


$
12,617Accrued compensation and benefits


10,036



12,362Sales taxes payable


4,120



4,444Deferred tax liability


2,147



Accrued capital expenditures


1,298



1,802Other current liabilities


12,539



12,517Total other current liabilities

$
42,186


$
43,742   8.
    INCOME
    TAXES    2010


2009


2008Current income taxes:Federal

$
452


$
(28,665
)

$
(34,309
)State


409



824



(254
)Total current


861



(27,841
)


(34,563
)Deferred income taxes:Federal






10,566



13,554State


(287
)


6,176



1,722Total deferred


(287
)


16,742



15,276Total income tax expense/(benefit)

$
574


$
(11,099
)

$
(19,287
)      F-14     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




---



##### Table of Contents



2010


2009


2008Benefit for income taxes at statutory rate

$
(33,626
)

$
(28,490
)

$
(20,486
)State income taxes,net of federal income tax benefit


(2,156
)


(2,238
)


(775
)Valuation allowance


36,426



20,129



1,727Other


(70
)


(500
)


247Total income tax expense/(benefit)

$
574


$
(11,099
)

$
(19,287
)     January 29,


January 30,2011


2010Current net deferred tax asset

$
3,669


$
2,348Long-term net deferred tax asset


65,077



28,28968,746



30,637Valuation allowance


(64,435
)


(26,613
)Total net deferred tax asset

$
4,311


$
4,024Deferred tax assets:Net operating loss and tax credit carryforwards

$
59,574


$
31,207Deferred lease incentives


11,950



16,445Deferred rent


7,378



7,413Deferred and stock-based compensation


3,006



2,425Inventory cost capitalization


2,638



2,582Sublease loss reserves


240



195Other


3,724



2,36288,510



62,629Deferred tax liabilities:Depreciation and amortization

$
(15,715
)

$
(28,085
)Prepaid expenses


(2,541
)


(2,500
)State income taxes


(1,508
)


(1,407
)(19,764
)


(31,992
)Net deferred taxes before valuation allowance


68,746



30,637Less valuation allowance


(64,435
)


(26,613
)Total net deferred tax asset

$
4,311


$
4,024        Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     F-15




---



##### Table of Contents



January 29,


January 30,


January 31,2011


2010


2009Unrecognized tax benefits, opening balance

$
839


$
1,199


$
1,652Gross increases  tax positions in prior period


489



44



78Gross decreases  tax positions in prior period


(644
)


(270
)


(432
)Gross increases  tax positions in current period










1Settlements


(120
)






Lapse of statute of limitations


(71
)


(134
)


(100
)Unrecognized tax benefits, ending balance

$
493


$
839


$
1,199       9.
    STOCK
    COMPENSATION     F-16     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




---



##### Table of Contents



Fiscal Year2010

2009

2008Stock Options

ESPP

Stock Options

ESPP

Stock Options

ESPPExpected Option Life

4 years

0.5 years

4 years

0.5 years

4 years

0.5 yearsExpected Stock Volatility

79.4% - 81.7%

59.5% - 97.2%

69.4% - 78.3%

97.2% - 130.0%

40.3% - 63.5%

45.4% - 57.0%Risk-free Interest Rates

1.0% - 2.0%

.29% - .38%

1.5% - 2.0%

.33% - .48%

1.2% - 3.0%

2.1% - 3.2%Expected Dividends

None

None

None

None

None

None   Stock Options
        Weighted-Weighted-

Average

AggregateAverage

Remaining

IntrinsicExercise

Contractual

ValueStock Options

Shares


Price

Term (Yrs.)

($000s)Outstanding at January 30, 2010


3,783,728


$
9.54Granted


536,500



4.91Exercised


(6,500
)


1.64Forfeited or expired


(1,060,174
)


14.65Outstanding at January 29, 2011


3,253,554


$
7.12

5.10

$1,868Vested and expected to vest at January 29, 2011


2,654,373


$
7.83

4.90

$1,553Exercisable at January 29, 2011


938,804


$
14.71

3.47

$175    Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     F-17




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##### Table of Contents



Options Outstanding

Options ExercisableWeighted

Weighted



WeightedAverage

Average



AverageNumber

Remaining

Exercise

Number

ExerciseRange of Exercise
    Prices

Outstanding

Contractual Life

Price

Exercisable

Price$1.20  $3.68

546,800

5.31

$
1.91

24,350

$
1.533.84  4.05

1,600,000

5.75


3.89

262,500


3.854.05  9.49

453,344

6.05


5.96

65,244


8.999.49  24.11

502,101

2.99


18.46

435,401


18.9624.30  27.08

151,309

1.64


25.95

151,309


25.95$1.20  $27.08

3,253,554

5.10

$
7.12

938,804

$
14.71   Non-vested Shares
  Weighted-AverageGrant-DateNon-vested Shares

Shares


Fair ValueOutstanding at January 30, 2010


481,540


$
10.23Granted


297,250



4.90Vested


(162,218
)


11.98Forfeited or expired


(182,317
)


8.72Outstanding at January 29, 2011


434,255


$
6.56   Non-vested Share Units
  Weighted-Average


AggregateRemaining


IntrinsicContractual


ValueNon-vested Share Units

Shares


Term (Yrs.)


($000s)Outstanding at January 30, 2010


286,480Granted


175,000Released


(286,480
)Forfeited


Outstanding at January 29, 2011


175,000



0.34


$
746Vested and expected to vest at January 29, 2011


162,243



0.34


$
691     Employee Stock Purchase Plan
    (ESPP)
   F-18     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




---



##### Table of Contents



10.
    COMMITMENTS AND
    CONTINGENCIES  Operating Leases
    Fiscal year
    ending:January 28, 2012

$
94,455February 2, 2013


85,833February 1, 2014


74,546January 31, 2015


65,482January 30, 2016


55,306Thereafter


129,097Total future operating lease commitments

$
504,719     Litigation Ned Nelson, as an individual
    and on behalf of others similarly situated, vs. Pacific Sunwear
    of California, Inc., Los Angeles Superior Court, Case
    No. BC 436947.
  Charles Pfeiffer, individually and on behalf of other
    aggrieved employees vs. Pacific Sunwear of California, Inc. and
    Pacific Sunwear Stores Corp., Superior Court of California,
    County of Riverside, Case No. 1100527.
   Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     F-19




---



##### Table of Contents



Phillip Gleason, on behalf of himself and others similarly
    situated vs. Pacific Sunwear of California, Inc., Superior Court
    of California, County of Los Angeles, Case No. 457654.
  Tamara Beeney, individually and on behalf of other members of
    the general public similarly situated vs. Pacific Sunwear of
    California, Inc. and Pacific Sunwear Stores Corporation,
    Superior Court of California, County of Orange, Case
    No. 30-2011-00459346-CU-OE-CXC.
    Indemnities, Commitments, and Guarantees
  Letters of Credit
  11.
    RETIREMENT
    PLANS       F-20     Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010




---



##### Table of Contents



12.
    SEGMENT
    REPORTING    13.
    DISCONTINUED
    OPERATIONS    14.
    QUARTERLY
    FINANCIAL DATA (UNAUDITED)    First


Second


Third


FourthFISCAL YEAR ENDED JANUARY 29, 2011:

Quarter


Quarter


Quarter


QuarterNet sales

$
190,308


$
218,336


$
257,904


$
262,958Gross margin


42,466



50,758



64,377



47,786Operating loss


(30,688
)


(23,187
)


(6,716
)


(34,553
)Net loss


(31,028
)


(23,465
)


(6,963
)


(35,192
)Loss per share


(0.47
)


(0.36
)


(0.11
)


(0.53
)Weighted average shares outstanding


65,837,928



65,950,825



66,056,822



66,107,769FISCAL YEAR ENDED JANUARY 30,
    2010:Net sales

$
223,465


$
242,794


$
268,280


$
292,562Gross margin


61,274



57,708



73,441



66,180Operating loss


(15,495
)


(21,635
)


(15,924
)


(28,071
)Net loss


(8,743
)


(14,155
)


(10,905
)


(36,499
)Loss per share


(0.13
)


(0.22
)


(0.17
)


(0.56
)Weighted average shares outstanding


65,207,991



65,370,465



65,563,721



65,629,371      Pacific
    Sunwear of California, Inc.
    Form 10-K
    2010     F-21




---



##### Table of Contents



INDEX TO
    EXHIBITS
  Incorporated byReferenceExhibit #

Exhibit Description

Form

Filing Date3
.1

Third Amended and Restated Articles of Incorporation of the
    Company


10-Q



8/31/043
.2

Certificate of Determination of Preferences of Series A
    Junior Participating Preferred Stock of the Company


8-K



12/24/983
.3

Fifth Amended and Restated Bylaws of the Company


8-K



4/3/094
.1

Specimen stock certificate


S-1



2/4/9310
.1*

Form of Indemnity Agreement between the Company and each of its
    executive officers and directors


S-1



2/4/9310
.2*

Pacific Sunwear of California, Inc. Executive Deferred
    Compensation Plan and Trust Agreement


10-K



3/17/9510
.3*

Pacific Sunwear of California, Inc. Executive Deferred
    Compensation Plan, as amended and restated effective
    May 30, 2001


10-K



4/1/0910
.4*

Pacific Sunwear of California, Inc. Executive Deferred
    Compensation Plan, as amended and restated effective
    December 31, 2008 (subject to section 409A deferrals)


10-K



4/1/0910
.5*

Amended and Restated Pacific Sunwear of California, Inc. 1999
    Stock Award Plan dated March 24, 2004


10-Q



5/21/0410
.6*

Pacific Sunwear of California, Inc. 2005 Performance Incentive
    Plan


8-K



5/24/0510
.7*

Amended and Restated Pacific Sunwear of California, Inc.
    Employee Stock Purchase Plan dated November 17, 2004


10-Q



12/9/0410
.8*

Form of Performance-Based Bonus Award Agreement


10-Q



12/9/0410
.9*

Form of Notice of Director Stock Appreciation Right Award
    Agreement


8-K



5/23/0610
.10*

Form of Notice of Employee Stock Appreciation Right Award
    Agreement


8-K



5/23/0610
.11*

Form of Notice of Employee Restricted Stock Award Agreement


8-K



5/23/0610
.12*

Pacific Sunwear of California, Inc. Executive Severance Plan, as
    amended and restated as of November 20, 2008


10-K



4/1/0910
.13*

Employment Agreement, dated as of May 22, 2007, between the
    Company and Sally Frame Kasaks


8-K



5/23/0710
.14*

Amendment No. 1, effective December 31, 2008, to the
    Employment Agreement and Restricted Stock Unit Award Agreement
    between the Company and Sally Frame Kasaks


10-K



4/1/0910
.15*

Form of Stock Appreciation Rights Agreement between the Company
    and Sally Frame Kasaks


8-K



5/23/0710
.16*

Form of Restricted Stock Unit Award Agreement between the
    Company and Sally Frame Kasaks


8-K



5/23/0710
.17*

Employment Agreement, dated as of June 16, 2009, between
    the Company and Gary H. Schoenfeld


8-K



6/17/0910
.18*

Letter Agreement, dated as of June 16, 2009 between the
    Company and Sally Frame Kasaks


8-K



6/17/0910
.19*+

Summary of Board of Directors Compensation for fiscal 201110
.20*+

Summary of Named Executive Officers Annual Compensation for
    fiscal 201110
.21

Credit Agreement, dated as of April 29, 2008, with JPMorgan
    Chase Bank, N.A., as Administrative Agent, Bank of America,
    N.A., as Syndication Agent, BB&T Company, U.S. Bank
    National Association and Wells Fargo Foothill, Inc., as
    Co-Documentation Agents, and J.P. Morgan Securities Inc.
    and Banc of America Securities LLC, as Joint Book runners and
    Joint Lead Arrangers, and a syndicate of other lenders


8-K



5/2/0810
.22

Security Agreement, dated as of April 29, 2008, by the
    Company, Pacific Sunwear Stores Corp., Miraloma Corp., and
    certain future subsidiaries of the Company, and JPMorgan Chase
    Bank, N.A., as Administrative Agent


8-K



5/2/0810
.23

First Amendment to Credit Agreement, dated as of August 1,
    2008, with JPMorgan Chase Bank, N.A., as Administrative Agent,
    and a syndicate of other lenders


10-Q



8/29/08




---



##### Table of Contents



Incorporated byReferenceExhibit #

Exhibit Description

Form

Filing Date10
.24

Trust Indenture, dated as of July 17, 2007, between
    the City of Olathe, Kansas and U.S. Bank National Association,
    as Trustee


8-K



7/23/0710
.25

Lease Agreement, dated as of July 17, 2007, between the
    City of Olathe, Kansas and Pacific Sunwear Stores Corp.


8-K



7/23/0710
.26

Promissory Note Secured by a Deed of Trust, dated
    August 20, 2010, executed by Miraloma Borrower Corporation
    in favor of American National Insurance Company


8-K



8/24/1010
.27

Deed of Trust, Assignment of Rents and Security Agreement, dated
    August 20, 2010, executed by Miraloma Borrower Corporation
    in favor of American National Insurance Company


8-K



8/24/1010
.28

Promissory Note, dated August 20, 2010, executed by Pacific
    Sunwear Stores Corp. in favor of American National Insurance
    Company


8-K



8/24/1010
.29

Mortgage Security Agreement, Financing Statement and Fixture
    Filing, dated August 20, 2010, executed by Pacific Sunwear
    Stores Corp. in favor of American National Insurance Company


8-K



8/24/1010
.30

Absolute, Unconditional Guaranty, dated August 20, 2010,
    executed by Pacific Sunwear of California, Inc. in favor of
    American National Insurance Company


8-K



8/24/1021
.1+

Subsidiaries of the Registrant23
.1+

Consent of Independent Registered Public Accounting Firm31
.1+

Written statements of Gary H. Schoenfeld and Michael L. Henry
    pursuant to section 302 of the Sarbanes-Oxley Act of 200232
.1+

Written statement of Gary H. Schoenfeld and Michael L. Henry
    pursuant to section 906 of the Sarbanes-Oxley Act of 2002