##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
   Form 10-K/A (Amendment No. 1)
 R
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended January 2, 2005or£
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the
transition period from        to        .
 Commission File Number: 0-25123   P.F. Changs China Bistro, Inc. (Exact name of registrant as specified in its charter)
 Delaware
    
    86-0815086(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)15210 N. Scottsdale Rd., Ste. 300
    
    85254Scottsdale, AZ
    
    (Zip Code)(Address of principal executive offices)
 Registrants telephone number, including area code: (602) 957-8986 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value 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 report(s), and (2) has been
subject to such filing requirements for the past 90 days. Yes R 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 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. R Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). Yes R No £ The aggregate market value of the registrants common stock as of the last day of the second
fiscal quarter, June 27, 2004, is $607,524,070. On March 14, 2005 there were outstanding 26,127,793 shares of the registrants Common Stock. Documents Incorporated by Reference
(to the extent indicated herein) Specified portions of the registrants Proxy Statement with respect to the Annual Meeting of
Stockholders to be held May 6, 2005 are incorporated by reference into Part III of this Report.




---



##### Table of Contents



Explanatory Note This Amendment No. 1 to P.F. Changs, Inc. Annual Report on Form 10-K for the year ended
January 2, 2005, which was filed with the Securities and Exchange Commission on April 1, 2005, is
being filed to correct typographical printing errors in Item 9A
Controls and Procedures (misstaked to misstated), Report of Independent Registered
Public Accounting Firm on Internal Control over Financial Reporting (date change from March 31,
2005 to March 25, 2005 at the end of their Report and misstaked
to misstated) and Exhibit 23.1 Consent of Ernst & Young, LLP,
Independent Registered Public Accounting Firm (date change from March 30, 2005 to March 31, 2005).
This Form 10-K/A does not amend, modify or update any other information. 2




---



TABLE OF CONTENTS  Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 15. Exhibits, Financial Statement SchedulesSIGNATURESEX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
 Item 9. Changes in
and Disagreements with Accountants on Accounting and Financial
Disclosure None. 
 Item 9A. Controls
and Procedures Disclosure
Controls and ProceduresWe maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the Companys reports under the
Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed,
summarized and reported within the time periods specified in the SECs rules and forms, and that
such information is accumulated and communicated to management, including our Chief Executive
Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objectives, as the Companys
are designed to do, and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. In connection with the preparation of this Annual Report on Form 10-K, as of January 2, 2005,
an evaluation was performed under the supervision and with the participation of our management,
including the CEO and CFO, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). In performing this
evaluation, management reviewed our lease accounting practices in light
of recent guidance from the SEC on such accounting practices. As a result of this review, we
concluded that our previously established lease accounting practices
were not appropriate and determined that our occupancy expense,
depreciation and amortization expense, property and equipment, and
lease obligations over the last
several years had been misstated. Accordingly, as described below, we have decided to restate
certain of our previously issued financial statements to reflect the correction in our lease
accounting practices. Based on that evaluation, our CEO and CFO
concluded that our disclosure controls and procedures were not effective as of January 2, 2005. Managements Annual Report on Internal Control over Financial ReportingOur management is
responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rule 13a-15(f) under the Exchange Act. Our internal control system is designed to
provide reasonable assurance to the Companys management and Board of Directors regarding the
preparation and fair presentation of published financial statements. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those systems determined to
be effective can provide only reasonable assurance with respect to financial statement preparation
and presentation. Our management has assessed the effectiveness of our internal control over financial reporting
as of January 2, 2005. In making its assessment of internal control over financial reporting,
management used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the
Treadway Commission in Internal ControlIntegrated Framework. In performing this assessment, management reviewed the Companys lease accounting practices in light of recent guidance from the SEC on such accounting
practices. As a result of this review, management concluded that our controls over the selection
and monitoring of appropriate assumptions and factors affecting lease accounting practices were insufficient, and, as a result, management has determined that our
occupancy expense, depreciation and amortization expense, property
and equipment, and lease obligations over the last several years had been misstated. On March 15,
2005, the Audit Committee of the Board of Directors (the Committee) and management determined to
restate certain of our previously issued financial statements to reflect the correction in our
lease accounting practices. Management evaluated the impact of this restatement on its assessment of our
internal control over financial reporting and has concluded that the control deficiency that resulted in the incorrect lease
accounting practices represented a material weakness. A material
weakness in internal control over financial reporting is a control deficiency (within the meaning
of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2), or combination
of control deficiencies, that results in there being more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented or detected. PCAOB
Auditing Standard No. 2 identifies a number of circumstances that, because of their likely
significant negative effect on internal control over financial reporting, are to be regarded as at
least significant deficiencies as well as strong indicators that a material weakness exists,
including the restatement of previously issued financial statements to reflect the correction of a
misstatement. As a result of this material weakness, management has concluded that, as of January
2, 2005, our internal control over financial reporting was not effective based on the criteria set
forth by COSO in Internal ControlIntegrated Framework. 3




---



##### Table of Contents



Our independent registered public accounting firm, Ernst & Young LLP, has issued an
attestation report on managements assessment of our internal control over financial reporting.
This report appears below. Remediation Steps to Address Material WeaknessTo remediate the material weakness in our

internal control over financial reporting, we have implemented additional review procedures over
the selection and monitoring of appropriate assumptions and factors
affecting lease accounting practices. Change in Internal Control Over Financial ReportingThere were no changes in our internal
control over financial reporting that occurred during our last fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control over financial
reporting. Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting The Board of Directors and Shareholders of
P.F. Changs China Bistro, Inc. We have audited
managements assessment, included in the accompanying
Managements Annual Report on Internal Control over Financial Reporting that P.F. Changs China
Bistro, Inc. (the Company) did not maintain effective internal control over financial reporting as of
January 2, 2005, based on criteria established in Internal ControlIntegrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The
Companys management is responsible for maintaining effective internal control over financial
reporting.
Our responsibility is to express an opinion on managements assessment and an opinion on the
effectiveness of the companys internal control over financial reporting based on our audit. We conducted our audit 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 effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion. A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. A material weakness is a control deficiency, or combination of control deficiencies, that results
in more than a remote likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected. The following material weakness has been identified
and included in managements assessment. As of January 2, 2005, management identified deficiencies
in the Companys internal control over financial reporting regarding the selection, monitoring, and
review of assumptions and factors affecting lease accounting practices, due to an error in the Companys interpretation of U.S. generally accepted accounting
principles. As a result of this material weakness in internal control
over financial reporting, the Company determined its previously
reported occupancy expense, depreciation and amortization expense,
property and equipment, and lease obligations had been misstated and
that previously issued financial statements should be restated. This material weakness was considered in
determining the nature, timing, and extent of audit tests 4




---



##### Table of Contents



applied in our audit of the 2004 consolidated financial statements, and this report does not affect
our report dated March 25, 2005 on those financial statements. In our opinion, managements assessment that P.F. Changs China Bistro, Inc. did not maintain
effective internal control over financial reporting as of January 2, 2005 is fairly stated, in all
material respects, based on the COSO control criteria. Also, in our opinion, because of the effect
of the material weakness described above on the achievement of the objectives of the control
criteria, P.F. Changs China Bistro, Inc. has not maintained effective internal control over
financial reporting as of January 2, 2005, based on the COSO control criteria. /s/ Ernst & Young LLP Phoenix, Arizona
March 25, 2005 
 Item 15. Exhibits,
Financial Statement Schedules                   All financial statement schedules have been omitted because they are either inapplicable or
the information required is provided in the Companys Consolidated Financial Statements and Notes
thereto, included in Part II, Item 8 of this Annual Report on Form 10-K. 5




---



##### Table of Contents



3. Index to Exhibits ExhibitNumber
    
    
    

Description
Document3.1
    (1)
    
    
    
    Amended and Restated Certificate of Incorporation.3.2
    (2)
    
    
    
    Amended and Restated By-laws.4.1
    (3)
    
    
    
    Specimen Common Stock Certificate.4.2
    (3)
    
    
    
    Amended and Restated Registration Rights Agreement dated May 1, 1997.  10.1
    (3)
    
    
    
    Form of Indemnification Agreement for directors and executive officers.  10.2
    (3)
    
    
    
    1998 Stock Option Plan and forms of agreement thereunder.  10.3
    (3)
    
    
    
    1997 Restaurant Manager Stock Option Plan and forms of Agreement thereunder.  10.4
    (3)
    
    
    
    1996 Stock Option Plan and forms of Agreement thereunder.  10.5
    (3)
    
    
    
    1998 Employee Stock Purchase Plan.  10.6
    (3)
    
    
    
    Employment Agreement between Paul M. Fleming and the Company dated January 1, 1996, as amended September 2, 1998.10.11
    (4)
    
    
    
    Office Lease between the Company and PHXAZ-Kierland Commons, LLC, dated September 17, 1999.10.13
    (5)
    
    
    
    1999 Nonstatutory Stock Option Plan.10.15
    (6)
    
    
    
    First Amendment to Office Lease between the Company and PHXAZ-Kierland Commons, LLC, dated August 22, 2001.10.16
    (7)
    
    
    
    Common Stock Purchase Agreement dated January 11, 2001. 10.17
    (6)
    
    
    
    Pei Wei Asian Diner, Inc. 2001 Stock Option Plan. 10.18
    (8)
    
    
    
    Employment Agreement between Richard L. Federico and the Company dated August 3, 2002. 10.19
    (8)
    
    
    
    Employment Agreement between Robert T. Vivian and the Company dated August 2, 2002. 10.20
    (8)
    
    
    
    Employment Agreement by and among Russell Owens, Pei Wei Asian Diner, Inc. and the Company dated August 6, 2002.10.21
    (9)
    
    
    
    Second Amendment to office lease between the Company and PHXAZ-Kierland Commons, LLC, dated November 12, 2002.10.22
    (9)
    
    
    
    Line of Credit Agreement between the Company and Bank of America dated December 20, 2002. 10.23
    (10)
    
    
    
    Key Employee Stock Purchase Plan and forms of Agreement thereunder.21.1
    
    
    
    
    List of Subsidiaries.23.1
    
    
    
    
    Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm.31.1
    
    
    
    
    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 302 of the  Sarbanes-Oxley  Act of 2002 for Richard L. Federico.31.2
    
    
    
    
    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 302 of the  Sarbanes-Oxley  Act of 2002 for Kristina K. Cashman.
 6




---



##### Table of Contents



ExhibitNumber
    
    
    

Description
Document32.1
    
    
    
    
    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002 for Richard L. Federico.32.2
    
    
    
    
    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002 for Kristina K. Cashman.
   
    
    Management Contract or Compensatory Plan(1)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q dated April 25,
2002.(2)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q dated October 24,
2001.(3)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1 (File No.
333-59749).(4)
    
    Incorporated by reference to the Registrants Form 10-K dated March 3, 2000.(5)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K dated March 6, 2001.(6)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K dated February 19,
2002.(7)
    
    Incorporated by reference to the Registrants Form 10-Q, dated April 1, 2001.(8)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q dated October 23,
2002.(9)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K dated February 12,
2003.(10)
    
    Incorporated by reference to the Registrants Form S-8 dated January 31, 2005 7




---



##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on April 18, 2005. P.F. CHANGS CHINA BISTRO, INC.By:
    
    /s/ RICHARD L. FEDERICORichard L. FedericoChairman and Chief Executive Officer
 8