##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  þ


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal
    Year Ended January 3,
    2010oro


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
    incorporation or organization)

(I.R.S. Employer
    Identification No.)7676 East Pinnacle Peak Road
    Scottsdale, AZ

85255(Zip Code)(Address of principal executive
    offices)   Registrants telephone number, including area code:
 (480) 888-3000
 Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $0.001 par Value

NASDAQ Global Select Market   Securities registered pursuant to Section 12(g) of the
    Act:
 NONE
  o þ
  o þ
  þ o
  Regulation S-T o þ
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o

Smaller reporting company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
    (to the extent indicated herein)




---



##### 





TABLE OF
    CONTENTS
   
 Item



PagePART I1.


Business


31A.


Risk Factors


71B.


Unresolved Staff Comments


142.


Properties


153.


Legal Proceedings


164.


Submission of Matters to a Vote of Security
    Holders


16PART II5.


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


176.


Selected Financial Data


197.


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


207A.


Quantitative and Qualitative Disclosures About
    Market Risk


408.


Financial Statements and Supplementary Data


429.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


799A.


Controls and Procedures


799B.


Other Information


79PART III10.


Directors, Executive Officers and Corporate
    Governance


8111.


Executive Compensation


8112.


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


8113.


Certain Relationships and Related Transactions,
    and Director Independence


8114.


Principal Accounting Fees and Services


81PART IV15.


Exhibits, Financial Statement Schedules


81EX-10.5EX-10.33EX-21.1EX-23.1EX-31.1EX-31.2EX-31.3EX-32.1EX-32.2EX-32.3   2




---



##### Table of Contents



PART I  Item 1.
    Business  General
        Concept
    and Strategy
    Menu
  Bistro
  fan tsai, Fan tsai
 3




---



##### Table of Contents



Pei
    Wei
  made-to-order
    Operations
  Bistro
  day-to-day
     4




---



##### Table of Contents



Pei
    Wei
  day-to-day
        Global
    Brand Development
  International
    Retail
    Marketing
  word-of-mouth word-of-mouth
   5




---



##### Table of Contents



Management
    Information Systems
  point-of-sale point-of-sale point-of-sale
  Supply
    Chain Management
      Competition
      Employees
   6




---



##### Table of Contents



Unit
    Economics
  www.pfcb.com.
  Access to
    Information
  www.pfcb.com. Form 10-K, Form 10-Q, Form 8-K,
  Item 1A.
    Risk
    Factors  The
    failure of our existing or new restaurants to achieve expected
    results could have a negative impact on our revenues and
    financial results, including potential impairment of the
    long-lived assets of our restaurants, and could negatively
    impact our stock price.
      
    lower customer traffic or average guest check, which negatively
    impacts comparable store sales, net revenues, operating income,
    operating margins and earnings per share, due to:  
    the impact of initiatives by competitors and increased
    competition generally;
    lack of customer acceptance of new menu items or potential price
    increases necessary to cover higher input costs;
    unfavorable general economic conditions in the markets in which
    we operate, including, but not limited to, downturns in the
    housing market, higher interest rates, higher unemployment
    rates, lower disposable income due to higher energy or other
    consumer costs, lower consumer confidence, and other events or
    factors that adversely affect consumer spending;
    customers trading down to lower priced items
    and/or
    shifting to competitors with lower priced products; or
    changes in consumer preferences or declines in general consumer
    demand for Asian menu items  
    cost increases that are either wholly or partially beyond our
    control, such as:  
    costs for commodities that we do not or cannot effectively hedge;
    labor costs such as increased health care costs, general market
    wage levels and workers compensation insurance costs;
    operating expenses, such as utilities and other expenses that
    are impacted by energy price fluctuations;
    fair value fluctuations related to our cash-settled share-based
    compensation awards; 7




---



##### Table of Contents




    litigation against the Company, particularly class action
    litigation;
    construction costs associated with new store openings;
    information technology costs and other logistical resources
    necessary to maintain and support the global growth of our
    business; and
    material interruptions in our supply chain, such as a material
    interruption of ingredient supply due to the failures of
    third-party suppliers, or interruptions in service by common
    carriers that ship goods within our distribution channels    Changes
    in general economic and political conditions could affect
    consumer spending and may harm our revenues, operating results
    or liquidity.
    Changes
    in government legislation may increase our labor costs and have
    a material adverse effect on our business and financial
    results.
     8




---



##### Table of Contents



We are
    dependent on sales concentrated in certain geographic areas as
    well as sales generated by corporate spending.
      Intense
    competition in the restaurant industry could prevent us from
    increasing or sustaining our revenues and
    profitability.
      Global
    Brand Development initiatives could negatively impact our
    brand.
   9




---



##### Table of Contents



Damage
    to our brands or reputation could negatively impact our
    business.
  Restaurants &
    Institutions
  multi-unit
  Litigation
    could have a material adverse effect on our
    business.
      Adverse
    public or medical opinions about the health effects of consuming
    our products or new information or attitudes regarding diet and
    health could result in changes in regulations and consumer
    eating habits that could adversely affect our
    business.
  Multi-unit multi-unit
 10




---



##### Table of Contents



Our
    failure to comply with governmental regulations could harm our
    business and our reputation.
    
    the environment;
    building construction;
    zoning requirements;
    the preparation and sale of food and alcoholic beverages;
    employment; and
    integrity and security of data.           11




---



##### Table of Contents



Changes
    in food costs could negatively impact our revenues and results
    of operations.
    Our
    inability to retain key personnel could negatively impact our
    business.
    Development
    is critical to our long-term success.
    
    identification and availability of suitable locations;
    competition for restaurant sites;
    negotiation of favorable lease arrangements;
    timely development of commercial, residential, street or highway
    construction near our restaurants;
    management of the costs of construction and development of new
    restaurants;
    securing required governmental approvals and permits;
    recruitment of qualified operating personnel, particularly
    managers and chefs;
    weather conditions;
    competition in new markets; and
    general economic conditions, including those arising from the
    current economic crisis described above.   12




---



##### Table of Contents



Federal,
    state and local tax rules can adversely impact our results of
    operations and financial position.
        Fluctuating
    insurance requirements and costs could negatively impact our
    profitability and projections.
      Our
    marketing programs may not be successful.
    Potential
    labor shortages may delay planned openings or damage customer
    relations.
    The
    inability to develop and construct our restaurants within
    projected budgets and time periods could adversely affect our
    business and financial condition.
    
    landlord delays;
    labor disputes;
    shortages of materials and skilled labor;
    weather interference;
    unforeseen engineering problems;
    environmental problems; 13




---



##### Table of Contents




    construction or zoning problems;
    local government regulations;
    modifications in design to the size and scope of the
    projects; and
    other unanticipated increases in costs, any of which could give
    rise to delays or cost overruns.    The
    seasonality of our business could result in fluctuations in our
    financial performance
  quarter-to-quarter
  Special
    Note Regarding Forward-Looking Statements
  Form 10-K Form 10-K,
  Item 1B.
    Unresolved
    Staff Comments   14




---



##### Table of Contents



Item 2.
    Properties    State

Bistro


Pei Wei


TotalAlabama


2







2Arizona


9



19



28Arkansas


2



1



3California


37



14



51Colorado


7



6



13Connecticut


2







2Florida


14



18



32Georgia


5







5Idaho


1







1Illinois


5







5Indiana


2







2Iowa


1







1Kansas


1



3



4Kentucky


2







2Louisiana


2







2Massachusetts


6







6Maryland


6



2



8Michigan


5



7



12Minnesota


2



3



5Mississippi


1







1Missouri


3



2



5Nebraska


1







1Nevada


5



3



8New Jersey


6



2



8New Mexico


1



2



3New York


5







5North Carolina


6



4



10Ohio


8



3



11Oklahoma


2



6



8Oregon


4







4Pennsylvania


6



2



8South Carolina


2







2Tennessee


5



7



12Texas


17



53



70Utah


2



4



6Virginia


5



5



10Washington


5







5Wisconsin


2







2197



166



363  15




---



##### Table of Contents



Expansion
    Strategy and Site Selection
    Form 10-K,
       Item 3.  Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   16




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities      Quarter Ended

High


LowMarch 30, 2008

$
32.48


$
20.41June 29, 2008

$
33.00


$
22.30September 28, 2008

$
30.00


$
21.15December 28, 2008

$
24.14


$
14.51March 29, 2009

$
25.49


$
16.51June 28, 2009

$
34.49


$
21.73September 27, 2009

$
36.98


$
29.56January 3, 2010

$
39.57


$
29.18       Issuer
    Purchases of Equity Securities
  Rule 10b5-1
      Total Number ofTotal





Shares Purchased


Maximum Dollar Value ofNumber of


Average


as Part of Publicly


Shares that May Yet BeShares


Price Paid


Announced


Purchased Under thePeriod

Purchased


per Share


Programs


ProgramsSeptember 28, 2009  November 1, 2009


112,409


$
33.76



112,409


$
7,040,833November 2, 2009  November 29, 2009


93,450


$
31.25



93,450


$
4,120,520November 30, 2009  January 3, 2010(1)


104,600


$
35.95



104,600


$
100,000,000Total


310,459







310,459


$
100,000,000     (1)
    
    Our previous share repurchase program expired on
    December 31, 2009. Prior to program expiration, we
    repurchased an additional 6,900 shares at an average price
    of $38.71; however, these shares did not settle until after
    January 3, 2010 and thus are not included in the amounts
    shown for the December purchases period. The maximum dollar
    value of shares that may yet be purchased under the programs
    reflects our new share repurchase program, which was authorized
    in December 2009. 17




---



##### Table of Contents



Performance
    Graph
    Comparison
    of Cumulative Total Return from January 2, 2005 through
    January 3, 2010
  
 18




---



##### Table of Contents



Item 6.
    Selected
    Financial Data    Fiscal Year(1)2009


2008


2007


2006


2005(In thousands, except per share amounts)Statement of Income Data:Revenues

$
1,228,179


$
1,198,124


$
1,084,193


$
932,116


$
806,838Costs and expenses:Cost of sales


326,421



325,630



297,242



254,923



223,966Labor


401,583



396,911



364,074



307,573



265,274Operating


203,859



198,967



172,147



145,309



121,849Occupancy


70,635



69,809



62,164



51,958



42,586General and administrative


82,749



77,488



66,968



56,030



41,117Depreciation and amortization


74,429



68,711



55,988



44,378



36,782Preopening expense


3,919



8,457



14,310



11,922



9,102Partner investment expense


(629
)


(354
)


(2,012
)


4,371



4,800Total costs and expenses


1,162,966



1,145,619



1,030,881



876,464



745,476Income from operations


65,213



52,505



53,312



55,652



61,362Interest and other income (expense), net


(1,637
)


(3,362
)


(100
)


1,315



1,841Income from continuing operations before taxes


63,576



49,143



53,212



56,967



63,203Provision for income taxes


(18,492
)


(12,193
)


(12,420
)


(14,078
)


(17,033
)Income from continuing operations, net of tax


45,084



36,950



40,792



42,889



46,170Loss from discontinued operations, net of tax(2)(3)


(479
)


(7,591
)


(4,560
)


(1,520
)


(147
)Net income


44,605



29,359



36,232



41,369



46,023Less: Net income attributable to noncontrolling interests


1,408



1,933



4,169



8,116



8,227Net income attributable to PFCB

$
43,197


$
27,426


$
32,063


$
33,253


$
37,796Income from continuing operations attributable to PFCB common
    stockholders per share:Basic

$
1.90


$
1.47


$
1.44


$
1.33


$
1.44Diluted

$
1.87


$
1.45


$
1.41


$
1.30


$
1.41Weighted average shares used in computation:Basic


22,986



23,776



25,473



26,075



26,271Diluted


23,413



24,080



25,899



26,737



27,000Amounts attributable to PFCB:Income from continuing operations, net of tax

$
43,676


$
35,017


$
36,623


$
34,773


$
37,943Loss from discontinued operations, net of tax


(479
)


(7,591
)


(4,560
)


(1,520
)


(147
)Net income attributable to PFCB

$
43,197


$
27,426


$
32,063


$
33,253


$
37,796   19




---



##### Table of Contents



As of


As of


As of


As of


As ofJanuary 3,


December 28,


December 30,


December 31,


January 1,2010


2008


2007


2006


2006(In thousands)Balance Sheet Data:Cash and cash equivalents

$
63,499


$
40,951


$
24,055


$
31,589


$
31,948Short-term investments (including restricted short-term
    investments)


















42,410Total assets


652,150



667,363



622,630



514,045



474,859Long-term debt


1,212



82,496



90,828



13,723



5,360Total PFCB common stockholders equity


335,349



320,826



293,887



289,525



293,898     (1)
    
    We operate on a 52/53-week year, with the fiscal year ending on
    the Sunday closest to December 31. Fiscal year 2009 was
    comprised of 53 weeks. Fiscal years 2008, 2007, 2006, and
    2005 each were comprised of 52 weeks.(2)
    
    As a result of our decision to exit operations of Taneko, the
    results of Taneko (including a related asset impairment charge
    recognized during fiscal 2007) were classified as a
    discontinued operation for all periods presented as discussed
    further in Note 2 to our consolidated financial statements.(3)
    
    As a result of our decision to close 10 Pei Wei stores in fiscal
    2008, the results of those 10 Pei Wei stores (including related
    asset impairment, lease termination and severance charges
    recognized during fiscal 2009 and 2008) were classified as
    discontinued operations for all periods presented as discussed
    further in Note 2 to our consolidated financial statements.    Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
    Restaurants
    Bistro
    Pei
    Wei
   20




---



##### Table of Contents



Global
    Brand Development
  International
          Retail
    Other
    Ventures
    Our
    strategy
     21




---



##### Table of Contents



Our
    challenges
    value-to-price
      Our
    2009 Financial Results
      
    Consolidated revenue growth of 2.5 percent to
    $1.2 billion, driven primarily by new restaurant openings
    and the benefit of an extra week in fiscal 2009, partially
    offset by a decline in sales at Bistro restaurants open longer
    than 18 months;
    An increase in income from continuing operations of
    24.7 percent to $43.7 million primarily due to
    operational efficiencies in cost of sales and labor and lower
    preopening costs;
    An increase in diluted income per share from continuing
    operations attributable to PFCB of 29.0 percent to $1.87
    due to a 24.7 percent increase in income from continuing
    operations combined with the benefit of lower diluted shares
    outstanding principally resulting from share repurchases;
    Eight new Bistro openings and seven new Pei Wei openings. 22




---



##### Table of Contents



2010
    Outlook
            2010
    Development
  Bistro
    Pei
    Wei
    Operating
    Statistics
    
    Average weekly sales represents an average sales amount per
    restaurant and helps gauge the changes in traffic, pricing and
    brand development. New restaurants are included in our average
    weekly sales comparison at the start of their thirteenth month
    of operation. It is not uncommon in the casual dining industry
    for new restaurant locations to open with an initial honeymoon
    period of higher than normal sales volumes and then experience a
    drop-off in sales after initial customer trials. 23




---



##### Table of Contents




    Total revenues by class year helps assess the sales performance
    of our new and existing restaurants as well as the growth of
    each concept as we continue our expansion strategy.
    Return on invested capital is a key profitability measure that
    provides an indication of the long-term health of our concepts.
    This metric is based on a comparison of operating profit to the
    average capital invested in our restaurants. We believe return
    on invested capital is a critical indicator in evaluating our
    ability to create long-term value for our shareholders.    Revenues


Average Weekly SalesYear of Unit Opening

Units


2009


2008


2007


2009


2008


2007BistroPre-2002


64



350,057



365,577



379,013



103,201



110,213



113,8862002


14



66,106



68,872



69,390



89,092



94,603



95,3162003


18



91,914



95,740



98,101



96,346



102,287



104,8092004


18



75,539



78,853



81,263



79,181



84,245



86,8172005


18



76,653



79,875



83,259



80,349



85,337



88,9532006


20



87,267



90,702



96,792



82,327



87,214



93,0692007


20



91,726



98,756



41,687



86,534



94,958



108,2792008


17



72,868



41,369







80,875



94,019



2009


8



13,152











98,887







Total Bistro


197


$
925,282


$
919,744


$
849,505


$
91,161


$
98,127


$
102,486Pei Wei(1)Pre-2002


5



10,479



10,529



11,209



39,543



40,497



43,1112002


11



21,460



21,475



23,168



36,810



37,543



40,5032003


17



34,342



33,982



36,021



38,115



38,440



40,7482004


19



39,583



39,357



40,525



39,307



39,836



41,0172005


23



43,761



42,598



43,458



35,899



35,618



36,3372006


27



51,555



49,197



50,383



36,028



35,041



35,8852007


32



54,179



52,792



29,673



31,945



31,726



34,9092008


25



40,841



28,231







30,824



34,053



2009


7



6,479











36,198







Total Pei Wei


166


$
302,679


$
278,161


$
234,437


$
35,171


$
35,675


$
38,095     (1)
    
    Reflects revenues and average weekly sales for Pei Wei
    continuing operations only.    Critical
    Accounting Policies
    Share-Based
    Compensation
   24




---



##### Table of Contents



Impairment
    of Long-Lived Assets
        Income
    Taxes
        Lease
    Obligations
     25




---



##### Table of Contents



and/or
  Self
    Insurance
    Partnership
    Structure
     26




---



##### Table of Contents



Results
    of Operations
    Fiscal
    2009 compared to Fiscal 2008
    Fiscal Year2009


% of Revenues


2008


% of Revenues


Change


% ChangeRevenues

$
1,228,179



100.0
%

$
1,198,124



100.0
%

$
30,055



2.5
%Costs and expenses:Cost of sales


326,421



26.6
%


325,630



27.2
%


791



0.2
%Labor


401,583



32.7
%


396,911



33.1
%


4,672



1.2
%Operating


203,859



16.6
%


198,967



16.6
%


4,892



2.5
%Occupancy


70,635



5.8
%


69,809



5.8
%


826



1.2
%General and administrative


82,749



6.7
%


77,488



6.5
%


5,261



6.8
%Depreciation and amortization


74,429



6.1
%


68,711



5.7
%


5,718



8.3
%Preopening expense


3,919



0.3
%


8,457



0.7
%


(4,538
)


(53.7
)%Partner investment expense


(629
)


(0.1
)%


(354
)


0.0
%


(275
)


77.7
%Total costs and expenses


1,162,966



94.7
%


1,145,619



95.6
%


17,347



1.5
%Income from operations


65,213



5.3
%


52,505



4.4
%


12,708



24.2
%Interest and other income (expense), net


(1,637
)


(0.1
)%


(3,362
)


(0.3
)%


1,725



(51.3
)%Income from continuing operations before taxes


63,576



5.2
%


49,143



4.1
%


14,433



29.4
%Provision for income taxes


(18,492
)


(1.5
)%


(12,193
)


(1.0
)%


(6,299
)


51.7
%Income from continuing operations, net of tax


45,084



3.7
%


36,950



3.1
%


8,134



22.0
%Loss from discontinued operations, net of tax


(479
)


0.0
%


(7,591
)


(0.6
)%


7,112



(93.7
)%Net income


44,605



3.6
%


29,359



2.5
%


15,246



51.9
%Less: Net income attributable to noncontrolling interests


1,408



0.1
%


1,933



0.2
%


(525
)


(27.2
)%Net income attributable to PFCB

$
43,197



3.5
%

$
27,426



2.3
%

$
15,771



57.5
%  27




---



##### Table of Contents



Fiscal Year% of





% of2009


Revenues


2008


Revenues


Change


% ChangeRevenues

$
925,321



100.0
%

$
919,963



100.0
%

$
5,358



0.6
%Costs and expenses:Cost of sales


244,816



26.5
%


249,911



27.2
%


(5,095
)


(2.0
)%Labor


300,775



32.5
%


301,967



32.8
%


(1,192
)


(0.4
)%Operating


150,883



16.3
%


149,083



16.2
%


1,800



1.2
%Occupancy


50,186



5.4
%


50,670



5.5
%


(484
)


(1.0
)%Depreciation and amortization


54,521



5.9
%


51,091



5.6
%


3,430



6.7
%Preopening expense


2,835



0.3
%


5,677



0.6
%


(2,842
)


(50.1
)%Partner investment expense


(236
)


0.0
%


(1,066
)


(0.1
)%


830



(77.9
)%Net income attributable to noncontrolling interests


538



0.1
%


1,361



0.1
%


(823
)


(60.5
)%     Fiscal Year% of





% of2009


Revenues


2008


Revenues


Change


% ChangeRevenues

$
302,724



100.0
%

$
278,161



100.0
%

$
24,563



8.8
%Costs and expenses:Cost of sales


81,605



27.0
%


75,719



27.2
%


5,886



7.8
%Labor


100,808



33.3
%


94,944



34.1
%


5,864



6.2
%Operating


52,976



17.5
%


49,884



17.9
%


3,092



6.2
%Occupancy


20,449



6.8
%


19,139



6.9
%


1,310



6.8
%Depreciation and amortization


18,103



6.0
%


16,158



5.8
%


1,945



12.0
%Preopening expense


1,084



0.4
%


2,780



1.0
%


(1,696
)


(61.0
)%Partner investment expense


(393
)


(0.1
)%


712



0.3
%


(1,105
)


Net income attributable to noncontrolling interests


870



0.3
%


572



0.2
%


298



52.1
%     Revenues
    Bistro:
  Pei Wei:
 28




---



##### Table of Contents



Costs and
    Expenses
  Cost of
    Sales
    Labor
    Bistro:
  Pei Wei:
  Operating
    Bistro:
  Pei Wei:
  Occupancy
    Bistro:
 29




---



##### Table of Contents



Pei Wei:
  General
    and Administrative
      Depreciation
    and Amortization
      Preopening
    Expense
    Bistro:
  Pei Wei:
  Partner
    Investment Expense
   30




---



##### Table of Contents



Bistro:
  Pei Wei:
  Interest
    and Other Income (Expense), Net
      Provision
    for Income Taxes
      Loss
    from Discontinued Operations, Net of Tax
  Loss from Discontinued Operations, Net of Tax
  Net
    Income Attributable to Noncontrolling Interests
   31




---



##### Table of Contents



Bistro:
  Pei Wei:
  Fiscal
    2008 compared to Fiscal 2007
    Fiscal Year% of





% of2008


Revenues


2007


Revenues


Change


% ChangeRevenues

$
1,198,124



100.0
%

$
1,084,193



100.0
%

$
113,931



10.5
%Costs and expenses:Cost of sales


325,630



27.2
%


297,242



27.4
%


28,388



9.6
%Labor


396,911



33.1
%


364,074



33.6
%


32,837



9.0
%Operating


198,967



16.6
%


172,147



15.9
%


26,820



15.6
%Occupancy


69,809



5.8
%


62,164



5.7
%


7,645



12.3
%General and administrative


77,488



6.5
%


66,968



6.2
%


10,520



15.7
%Depreciation and amortization


68,711



5.7
%


55,988



5.2
%


12,723



22.7
%Preopening expense


8,457



0.7
%


14,310



1.3
%


(5,853
)


(40.9
)%Partner investment expense


(354
)


0.0
%


(2,012
)


(0.2
)%


1,658



(82.4
)%Total costs and expenses


1,145,619



95.6
%


1,030,881



95.1
%


114,738



11.1
%Income from operations


52,505



4.4
%


53,312



4.9
%


(807
)


(1.5
)%Interest and other income (expense), net


(3,362
)


(0.3
)%


(100
)


0.0
%


(3,262
)


Income from continuing operations before taxes


49,143



4.1
%


53,212



4.9
%


(4,069
)


(7.6
)%Provision for income taxes


(12,193
)


(1.0
)%


(12,420
)


(1.1
)%


227



(1.8
)%Income from continuing operations, net of tax


36,950



3.1
%


40,792



3.8
%


(3,842
)


(9.4
)%Loss from discontinued operations, net of tax


(7,591
)


(0.6
)%


(4,560
)


(0.4
)%


(3,031
)


66.5
%Net income


29,359



2.5
%


36,232



3.3
%


(6,873
)


(19.0
)%Less: Net income attributable to noncontrolling interests


1,933



0.2
%


4,169



0.4
%


(2,236
)


(53.6
)%Net income attributable to PFCB

$
27,426



2.3
%

$
32,063



3.0
%

$
(4,637
)


(14.5
)%    32




---



##### Table of Contents



Fiscal Year% of





% of2008


Revenues


2007


Revenues


Change


% ChangeRevenues

$
919,963



100.0
%

$
849,743



100.0
%

$
70,220



8.3
%Costs and expenses:Cost of sales


249,911



27.2
%


232,578



27.4
%


17,333



7.5
%Labor


301,967



32.8
%


282,919



33.3
%


19,048



6.7
%Operating


149,083



16.2
%


131,863



15.5
%


17,220



13.1
%Occupancy


50,670



5.5
%


47,059



5.5
%


3,611



7.7
%Depreciation and amortization


51,091



5.6
%


42,294



5.0
%


8,797



20.8
%Preopening expense


5,677



0.6
%


9,012



1.1
%


(3,335
)


(37.0
)%Partner investment expense


(1,066
)


(0.1
)%


(3,358
)


(0.4
)%


2,292



(68.3
)%Net income attributable to noncontrolling interests


1,361



0.1
%


3,351



0.4
%


(1,990
)


(59.4
)%     Fiscal Year% of





% of2008


Revenues


2007


Revenues


Change


% ChangeRevenues

$
278,161



100.0
%

$
234,450



100.0
%

$
43,711



18.6
%Costs and expenses:Cost of sales


75,719



27.2
%


64,664



27.6
%


11,055



17.1
%Labor


94,944



34.1
%


81,155



34.6
%


13,789



17.0
%Operating


49,884



17.9
%


40,284



17.2
%


9,600



23.8
%Occupancy


19,139



6.9
%


15,105



6.4
%


4,034



26.7
%Depreciation and amortization


16,158



5.8
%


12,278



5.2
%


3,880



31.6
%Preopening expense


2,780



1.0
%


5,298



2.3
%


(2,518
)


(47.5
)%Partner investment expense


712



0.3
%


1,346



0.6
%


(634
)


(47.1
)%Net income attributable to noncontrolling interests


572



0.2
%


818



0.3
%


(246
)


(30.1
)%   Revenues
    Bistro:
  Pei Wei:
 33




---



##### Table of Contents



Costs and
    Expenses
  Cost of
    Sales
    Labor
    Bistro:
  Pei Wei:
  Operating
    Bistro:
  Pei Wei:
  Occupancy
    Bistro:
  Pei Wei:
  General
    and Administrative
   34




---



##### Table of Contents



Depreciation
    and Amortization
    Bistro:
  Pei Wei:
  Preopening
    Expense
    Bistro:
  Pei Wei:
  Partner
    Investment Expense
    Bistro:
  Pei Wei:
  Interest
    and Other Income (Expense), Net
   35




---



##### Table of Contents



Provision
    for Income Taxes
      Loss
    from Discontinued Operations, Net of Tax
        Net
    Income Attributable to Noncontrolling Interests
    Bistro:
  Pei Wei:
 36




---



##### Table of Contents



Quarterly
    Results
    Fiscal 2009


Fiscal 2008First


Second


Third


Fourth


First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Quarter


Quarter


Quarter


QuarterRevenues, in thousands

$
309,837


$
301,360


$
290,329


$
326,653


$
305,917


$
301,533


$
295,877


$
294,797Costs and expenses:Cost of sales


26.8
%


26.4
%


26.3
%


26.7
%


27.3
%


27.2
%


27.2
%


27.0
%Labor


32.5



32.6



33.0



32.8



33.8



33.2



33.1



32.4Operating


16.4



16.2



17.5



16.4



15.7



16.4



17.6



16.7Occupancy


5.6



5.8



6.1



5.6



5.8



5.8



5.8



5.9General and administrative


6.4



6.8



7.0



6.7



6.1



6.3



6.1



7.4Depreciation and amortization


6.0



6.2



6.6



5.6



5.4



5.7



5.8



6.1Preopening expense


0.2



0.2



0.5



0.4



0.9



0.6



0.5



0.8Partner investment expense


(0.1
)


0.0



0.0



0.0



0.1



(0.2
)


0.0



(0.1
)Total costs and expenses


93.7



94.1



97.0



94.2



95.0



95.0



96.3



96.1Income from operations


6.3



5.9



3.0



5.8



5.0



5.0



3.7



3.9Interest and other income (expense), net


(0.3
)


(0.1
)


0.0



(0.1
)


(0.3
)


(0.3
)


(0.3
)


(0.2
)Income from continuing operations before taxes


6.0



5.8



3.1



5.7



4.7



4.6



3.4



3.7Provision for income taxes


(1.6
)


(1.7
)


(0.9
)


(1.8
)


(1.2
)


(1.2
)


(0.7
)


(1.0
)Income from continuing operations, net of tax


4.4



4.1



2.2



3.8



3.5



3.4



2.7



2.7Loss from discontinued operations, net of tax


0.0



(0.2
)


0.0



0.0



(0.1
)


(0.2
)


(1.6
)


(0.7
)Net income


4.4
%


3.9
%


2.2
%


3.9
%


3.4
%


3.3
%


1.1
%


2.0
%Less: Net income attributable to noncontrolling interests


0.1



0.1



0.1



0.2



0.2



0.2



0.1



0.1Net income attributable to PFCB


4.3
%


3.9
%


2.1
%


3.7
%


3.2
%


3.1
%


1.0
%


1.8
%     Liquidity
    and Capital Resources
   37




---



##### Table of Contents



2009


2008


2007Net cash provided by operating activities

$
160,419


$
139,753


$
137,920Net cash used in investing activities


(50,118
)


(87,886
)


(153,344
)Net cash (used in) provided by financing activities


(87,753
)


(34,971
)


7,890Net increase (decrease) in cash and cash equivalents

$
22,548


$
16,896


$
(7,534
)   Operating
    Activities
    Investing
    Activities
      Financing
    Activities
    Future
    Capital Requirements
     38




---



##### Table of Contents



Credit
    Facility
      Share
    Repurchase Program
      Cash
    Dividends
    Partnership
    Activities
   39




---



##### Table of Contents



Purchase
    Commitments
    Payments Due by PeriodLess








GreaterThan


1-3


3-5


ThanTotal


1 Year


Years


Years


5 YearsLong-term debt

$
42,957


$
41,236


$
126


$
128


$
1,467Operating leases


341,414



49,635



96,184



82,841



112,754Capital leases


3,343



416



832



832



1,263Purchase obligations


205,030



116,142



78,851



10,037



Total

$
592,744


$
207,429


$
175,993


$
93,838


$
115,484     Other
    Commitments
    New
    Accounting Standards
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Interest
    Rates
    1-month
 40




---



##### Table of Contents



Commodities
    Prices
    Cash-settled
    Awards
   41




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  P.F.
    CHANGS CHINA BISTRO, INC.
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageConsolidated Financial Statements:Report of Independent Registered Public
    Accounting Firm


43Consolidated Balance Sheets at January 3,
    2010 and December 28, 2008


44Consolidated Statements of Income for the Years
    Ended January 3, 2010, December 28, 2008 and
    December 30, 2007


45Consolidated Statements of Equity for the Years
    Ended January 3, 2010, December 28, 2008 and
    December 30, 2007


46Consolidated Statements of Cash Flows for the
    Years Ended January 3, 2010, December 28, 2008 and
    December 30, 2007


47Notes to Consolidated Financial Statements


48   42




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm             Internal Control  Integrated Framework
      43




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  CONSOLIDATED
    BALANCE SHEETS
 (In
    thousands)
  January 3,


December 28,2010


2008ASSETSCurrent assets:Cash and cash equivalents

$
63,499


$
40,951Inventories


5,291



4,930Other current assets


38,449



51,643Total current assets


107,239



97,524Property and equipment, net


497,928



524,004Goodwill


6,819



6,819Intangible assets, net


22,241



24,270Other assets


17,923



14,746Total assets

$
652,150


$
667,363LIABILITIES AND EQUITYCurrent liabilities:Accounts payable

$
19,825


$
15,203Construction payable


1,600



4,358Accrued expenses


77,088



71,162Unearned revenue


35,844



31,115Current portion of long-term debt, including $976 and $3,502 due
    to related parties at January 3, 2010 and December 28,
    2008, respectively


41,236



5,753Total current liabilities


175,593



127,591Lease obligations


116,547



113,178Long-term debt, including $0 and $1,073 due to related parties
    at January 3, 2010 and December 28, 2008, respectively


1,212



82,496Other liabilities


18,488



14,691Total liabilities


311,840



337,956Commitments and contingencies (Note 18)






Equity:PFCB common stockholders equity:Common stock, $0.001 par value, 40,000,000 shares
    authorized: 22,911,054 shares and 24,114,107 shares
    issued and outstanding at January 3, 2010 and
    December 28, 2008, respectively


28



27Additional paid-in capital


217,181



206,667Treasury stock, at cost, 5,064,733 shares and
    3,634,979 shares at January 3, 2010 and
    December 28, 2008, respectively


(146,022
)


(106,372
)Accumulated other comprehensive loss


(294
)


(755
)Retained earnings


264,456



221,259Total PFCB common stockholders equity


335,349



320,826Noncontrolling interests


4,961



8,581Total equity


340,310



329,407Total liabilities and equity

$
652,150


$
667,363    44




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  CONSOLIDATED
    STATEMENTS OF INCOME
 (In
    thousands, except per share amounts)
  Year EndedJanuary 3,


December 28,


December 30,2010


2008


2007Revenues

$
1,228,179


$
1,198,124


$
1,084,193Costs and expenses:Cost of sales


326,421



325,630



297,242Labor


401,583



396,911



364,074Operating


203,859



198,967



172,147Occupancy


70,635



69,809



62,164General and administrative


82,749



77,488



66,968Depreciation and amortization


74,429



68,711



55,988Preopening expense


3,919



8,457



14,310Partner investment expense


(629
)


(354
)


(2,012
)Total costs and expenses


1,162,966



1,145,619



1,030,881Income from operations


65,213



52,505



53,312Interest and other income (expense), net


(1,637
)


(3,362
)


(100
)Income from continuing operations before taxes


63,576



49,143



53,212Provision for income taxes


(18,492
)


(12,193
)


(12,420
)Income from continuing operations, net of tax


45,084



36,950



40,792Loss from discontinued operations, net of tax


(479
)


(7,591
)


(4,560
)Net income


44,605



29,359



36,232Less: Net income attributable to noncontrolling interests


1,408



1,933



4,169Net income attributable to PFCB

$
43,197


$
27,426


$
32,063Basic income per share:Income from continuing operations attributable to PFCB common
    stockholders

$
1.90


$
1.47


$
1.44Loss from discontinued operations, net of tax, attributable to
    PFCB common stockholders


(0.02
)


(0.32
)


(0.18
)Net income attributable to PFCB common stockholders

$
1.88


$
1.15


$
1.26Diluted income per share:Income from continuing operations attributable to PFCB common
    stockholders

$
1.87


$
1.45


$
1.41Loss from discontinued operations, net of tax, attributable to
    PFCB common stockholders


(0.02
)


(0.31
)


(0.17
)Net income attributable to PFCB common stockholders

$
1.85


$
1.14


$
1.24Weighted average shares used in computation:Basic


22,986



23,776



25,473Diluted


23,413



24,080



25,899Amounts attributable to PFCB:Income from continuing operations, net of tax

$
43,676


$
35,017


$
36,623Loss from discontinued operations, net of tax


(479
)


(7,591
)


(4,560
)Net income attributable to PFCB

$
43,197


$
27,426


$
32,063    45




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  CONSOLIDATED
    STATEMENTS OF EQUITY
 (In
    thousands)
  PFCB Common StockholdersAccumulatedAdditional





OtherCommon Stock


Paid-In


Treasury


Comprehensive


Retained


NoncontrollingShares


Amount


Capital


Stock


Loss


Earnings


Interests


TotalBalances, December 31, 2006


25,373


$
27


$
174,101


$
(46,373
)

$



$
161,770


$
33,315


$
322,840Issuance of common stock under stock option plans


439







5,617



















5,617Issuance of common stock under employee stock purchase plan


83







2,174



















2,174Issuance of restricted shares under incentive plans, net of
    forfeitures


101



























Purchases of treasury stock


(1,844
)










(49,985
)














(49,985
)Share-based compensation expense(1)










10,512



















10,512Tax benefit from share-based compensation, net










3,981



















3,981Distributions to noncontrolling interest partners


























(6,365
)


(6,365
)Contributions from noncontrolling interest partners


























387



387Purchases of noncontrolling interests


























(13,699
)


(13,699
)Partner investment expense


























(2,012
)


(2,012
)Partner bonus expense, imputed


























1,374



1,374Net income






















32,063



4,169



36,232Balances, December 30, 2007


24,152



27



196,385



(96,358
)






193,833



17,169



311,056Issuance of common stock under stock option plans


31







284



















284Issuance of common stock under employee stock purchase plan


31







774



















774Issuance of restricted shares under incentive plans, net of
    forfeitures


294



























Purchases of treasury stock


(394
)










(10,014
)














(10,014
)Share-based compensation expense(1)










9,715



















9,715Tax shortfall from share-based compensation, net










(491
)


















(491
)Unrealized loss on derivatives


















(755
)










(755
)Distributions to noncontrolling interest partners


























(3,323
)


(3,323
)Contributions from noncontrolling interest partners


























245



245Purchases of noncontrolling interests


























(8,002
)


(8,002
)Partner investment expense


























(354
)


(354
)Partner bonus expense, imputed


























913



913Net income






















27,426



1,933



29,359Balances, December 28, 2008


24,114



27



206,667



(106,372
)


(755
)


221,259



8,581



329,407Issuance of common stock under stock option plans


241



1



2,891



















2,892Issuance of common stock under employee stock purchase plan


34







774



















774Shares withheld for taxes on restricted stock, net of forfeitures


(48
)






(673
)


















(673
)Purchases of treasury stock


(1,430
)










(39,650
)














(39,650
)Share-based compensation expense(1)










7,700



















7,700Tax benefit from share-based compensation, net










1,348



















1,348Unrealized gain on derivatives


















461











461Distributions to noncontrolling interest partners


























(1,749
)


(1,749
)Contributions from noncontrolling interest partners


























50



50Purchases of noncontrolling interests










(1,526
)














(3,184
)


(4,710
)Partner investment expense


























(629
)


(629
)Partner bonus expense, imputed


























484



484Net income






















43,197



1,408



44,605Balances, January 3, 2010


22,911


$
28


$
217,181


$
(146,022
)

$
(294
)

$
264,456


$
4,961


$
340,310     (1)
    
    Share-based compensation expense includes equity-settled awards
    only.   46




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 (In
    thousands)
  Year EndedJanuary 3,


December 28,


December 30,2010


2008


2007Operating Activities:Net income

$
44,605


$
29,359


$
36,232Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


74,429



69,661



57,251Share-based compensation


11,552



9,715



10,512Non-cash asset impairment and lease termination charges in
    discontinued operations


611



9,889



3,125Deferred income taxes


(4,354
)


5,381



4,767Partner bonus expense, imputed


484



913



1,374Other


63



143



167Partner investment expense


(629
)


(354
)


(2,012
)Tax (benefit) shortfall from share-based compensation, net


(1,348
)


491



(3,981
)Changes in operating assets and liabilities:Inventories


(361
)


(281
)


(417
)Other current assets


17,640



(18,406
)


(786
)Other assets


(1,398
)


(434
)


(3,937
)Accounts payable


4,622



(2,542
)


2,490Accrued expenses


4,015



9,524



3,411Unearned revenue


4,729



5,769



7,120Lease obligations


4,382



19,914



21,911Other liabilities


1,377



1,011



693Net cash provided by operating activities


160,419



139,753



137,920Investing Activities:Capital expenditures


(49,865
)


(87,178
)


(151,553
)Capitalized interest


(253
)


(708
)


(1,791
)Net cash used in investing activities


(50,118
)


(87,886
)


(153,344
)Financing Activities:Repayments of long-term debt


(45,850
)


(12,512
)


(30,475
)Purchases of treasury stock


(39,650
)


(10,014
)


(49,985
)Purchases of noncontrolling interests


(4,710
)


(9,763
)


(13,032
)Distributions to noncontrolling interest partners


(1,749
)


(3,323
)


(6,365
)Payments of capital lease obligation


(185
)


(171
)


(158
)Borrowings on credit facility










96,000Debt issuance costs










(254
)Contributions from noncontrolling interest partners


50



245



387Tax benefit (shortfall) from share-based compensation, net


1,348



(491
)


3,981Proceeds from stock options exercised and employee stock
    purchases


2,993



1,058



7,791Net cash provided by (used in) financing activities


(87,753
)


(34,971
)


7,890Net increase (decrease) in cash and cash equivalents


22,548



16,896



(7,534
)Cash and cash equivalents at the beginning of the period


40,951



24,055



31,589Cash and cash equivalents at the end of the period

$
63,499


$
40,951


$
24,055Supplemental Disclosure of Cash Flow Information:Cash paid for interest

$
3,478


$
5,442


$
1,907Cash paid for income taxes, net of refunds

$
11,782


$
9,842


$
4,615Supplemental Disclosure of Non-Cash Items:Purchases of noncontrolling interests through issuance of
    long-term-debt

$



$
2,693


$
11,732Change in construction payable

$
(2,758
)

$
(6,961
)

$
2,244    47




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 January 3, 2010
  1.
    Summary
    of Significant Accounting Policies  Organization
    and Nature of Operations
    Fiscal
    Year
    Use of
    Estimates
    Principles
    of Consolidation and Presentation
    Reclassifications
    Cash
    and Cash Equivalents
    Receivables
    Inventories
  first-in,
 48




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property
    and Equipment
        Goodwill
    and Intangible Assets
    Goodwill
    Intangible
    Assets
   49




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Impairment
    of Long-Lived Assets
        Other
    Assets
    Accrued
    Insurance
   50




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Lease
    Obligations
        Other
    Liabilities
      Unearned
    Revenue
    Revenue
    Recognition
     51




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Advertising
    Partner
    Bonus Expense, Imputed
    Preopening
    Expense
    Partner
    Investment Expense
     52




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Taxes
          Share-Based
    Compensation
    Income
    from Continuing Operations Attributable to PFCB per
    Share
      Year EndedJanuary 3,


December 28,


December 30,2010


2008


2007Numerator:Income from continuing operations attributable to PFCB common
    stockholders, net of tax

$
43,676


$
35,017


$
36,623Denominator:Basic: Weighted-average shares outstanding during the year


22,986



23,776



25,473Add: Dilutive effect of equity awards


427



304



426Diluted


23,413



24,080



25,899Income from continuing operations attributable to PFCB common
    stockholders per share:Basic

$
1.90


$
1.47


$
1.44Diluted

$
1.87


$
1.45


$
1.41  53




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Fair
    Value of Financial Instruments
    Concentrations
    of Credit Risk
    Derivatives
        Recent
    Accounting Literature
  Financial
    Accounting Standards Board (FASB) Accounting
    Standards Codification
  (Accounting
    Standards Update (ASU)
    2009-01)
   54




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Subsequent
    Events
  (Included
    in Accounting Standards Codification (ASC) 855
    Subsequent Events, previously SFAS No. 165
    Subsequent Events)
    Determination
    of the Useful Life of Intangible Assets
  (Included
    in ASC 350 Intangibles  Goodwill and
    Other, previously FSP SFAS
    No. 142-3
    Determination of the Useful Lives of Intangible
    Assets)
  SFAS No. 142-3 SFAS No. 142-3 SFAS No. 142-3
  Noncontrolling
    Interests
  (Included
    in ASC 810 Consolidation, previously
    SFAS No. 160 Noncontrolling Interests in
    Consolidated Financial Statements an amendment of ARB
    No. 51)
   55




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Consolidation
    of Variable Interest Entities  Amended
  (Included
    in ASC 810 Consolidation, SFAS No. 167
    Amendments to FASB Interpretation
    No. 46(R))
    2.
    Discontinued
    Operations    Pei
    Wei
     56




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  sub-tenant Form 10-K.
    January 3,


December 28,2010


2008Beginning Balance

$
2,379


$
Cash payments


(2,402
)


(197
)Charges


1,439



2,576Ending Balance

$
1,416


$
2,379         Taneko
   57




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Loss
    from Discontinued Operations
    Year EndedJanuary 3,


December 28,


December 30,2010


2008


2007Revenues

$



$
9,597


$
11,089Lease termination charges


1,439



2,576



Severance charges






93



Loss from discontinued operations before income tax benefit(1)


(786
)


(4,932
)


(3,951
)Income tax benefit


307



1,923



1,444Loss from discontinued operations, net of tax, before asset
    impairment charges


(479
)


(3,009
)


(2,507
)Asset impairment charges, net of tax






(4,582
)


(2,053
)Loss from discontinued operations, net of tax

$
(479
)

$
(7,591
)

$
(4,560
)     (1)
    
    Includes lease termination charges, deferred rent write-offs
    upon lease termination and deferred rent amortization  3.
    Other
    Current Assets    January 3,


December 28,2010


2008Receivables

$
15,752


$
24,867Current portion of deferred tax asset


11,036



8,344Prepaid rent


5,508



5,180Income taxes receivable


2,388



9,960Other


3,765



3,292Total other current assets

$
38,449


$
51,643     4.
    Property
    and Equipment    January 3,


December 28,2010


2008Land

$
3,681


$
3,681Building and improvements


15,357



15,337Leasehold improvements


600,798



576,861Furniture, fixtures and equipment


182,970



167,153China and smallwares


17,883



17,169820,689



780,201Less: accumulated depreciation and amortization


(325,108
)


(262,775
)495,581



517,426Add: Construction in progress


2,347



6,578Property and equipment, net

$
497,928


$
524,004  58




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Intangible
    Assets    January 3,


December 28,2010


2008Intangible assets, gross

$
29,863


$
29,863Accumulated amortization


(7,622
)


(5,593
)Intangible assets, net

$
22,241


$
24,270       2010

$
2,2402011


2,2402012


2,2252013


2,2152014


2,127Thereafter


11,194Total

$
22,241   6.
    Other
    Assets    January 3,


December 28,2010


2008Software, net

$
5,459


$
4,581Liquor licenses, net


6,836



6,632Deferred compensation


3,454



1,272Deposits


1,411



1,898Other assets, net


763



363Total other assets

$
17,923


$
14,746   7.
    Accrued
    Expenses    January 3,


December 28,2010


2008Accrued payroll

$
26,262


$
25,409Accrued insurance


17,426



16,130Sales and use tax payable


7,104



5,026Property tax payable


3,638



4,151Accrued rent


3,730



4,315Derivative Liability(1)


471



Other accrued expenses


18,457



16,131Total accrued expenses

$
77,088


$
71,162     (1)
    
    Derivative Liability was reclassified from other liabilities
    during fiscal year 2009 59




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Credit
    Facility      Interest
    Rate Swap
    1-month
   60




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   9.  
    Long-Term Debt
    January 3,


December 28,2010


2008Credit line borrowings (see Note 8)

$
40,000


$
80,000Unsecured promissory notes  related parties, maturing
    February 2010 through November 2010


976



4,575Unsecured promissory notes  non-related parties, maturing
    March 2010 through May 2010


197



2,126Other


1,275



1,548Total debt


42,448



88,249Less: current portion


41,236



5,753Total long-term debt

$
1,212


$
82,496       2010

$
41,2362011


632012


632013


642014


64Thereafter


1,467Total


42,957Less: debt discount


(509
)Total debt

$
42,448   Note:
 61




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   10.
    Fair
    Value Measurements    Quoted Prices in


SignificantActive Markets for


Other


SignificantIdentical


Observable


UnobservableJanuary 3,


Assets/Liabilities


Inputs


Inputs


Valuation2010


(Level 1)


(Level 2)


(Level 3)


TechniqueMoney Markets

$
54,655


$



$
54,655


$



market approachRestoration Plan investments


3,454







3,454






market approachInterest rate swap liability


(471
)






(471
)





income approachTotal

$
57,638


$



$
57,638


$
         11.
    Leases      January 3,


December 28,2010


2008Capital lease assets, gross

$
4,494


$
4,494Accumulated amortization


(2,507
)


(2,278
)Capital lease assets, net

$
1,987


$
2,216  62




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    January 3,


December 28,2010


2008Building

$
2,062


$
2,246Land


1,050



1,050Capital lease obligations

$
3,112


$
3,296       Year EndedJanuary 3,


December 28,


December 30,2010


2008


2007Minimum rent

$
37,215


$
35,052


$
30,511Contingent rent


8,873



10,127



9,626Total rent expense

$
46,088


$
45,179


$
40,137     OperatingCapital Leases


Leases


Total2010

$
416


$
49,635


$
50,0512011


416



48,774



49,1902012


416



47,410



47,8262013


416



44,008



44,4242014


416



38,833



39,249Thereafter


1,263



112,754



114,017Total minimum lease payments


3,343


$
341,414


$
344,757Less: Amount representing interest


1,346Present value of minimum lease payments

$
1,997    63




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Other
    Liabilities    January 3,


December 28,2010


2008Deferred income tax liability

$
9,436


$
10,399Deferred compensation


3,653



1,423Performance units


2,402



Cash-settled awards


1,453



Derivative liability(1)






1,227Other


1,544



1,642Total other liabilities

$
18,488


$
14,691     (1)
    
    Derivative liability was reclassified to accrued expenses during
    fiscal year 2009  13.
    Preferred
    Stock and PFCB Common Stockholders Equity  Preferred
    Stock
    Stock
    Option Plans
  1996 and
    1997 Plans
    1998
    Plan
   64




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1999
    Plan
    2006
    Plan
    Share-Based
    Compensation
    Equity-Classified
    Awards
  Option
    valuation
   65




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended(1)December 28,

December 30,2008

2007Weighted average risk-free interest rate


3.1
%


4.7
%Expected life of options (years)


5.5



5.5Expected stock volatility


35.0
%


35.0
%Expected dividend yield


0.0
%


0.0
%     (1)
    
    There were no stock options granted during the year ended
    January 3, 2010.    Year EndedJanuary 3,

December 28,

December 30,2010

2008

2007Weighted average fair value of stock options granted

$



$
11.89


$
14.24Intrinsic value of stock options exercised

$
4,386


$
590


$
13,208Tax (shortfall) benefit from share-based compensation

$
1,348


$
(491
)

$
3,981   Option
    activity
    Outstanding OptionsWeighted-AverageRemaining


AggregateWeighted-


Contractual


IntrinsicAverage Exercise


Term


Value(1)Shares


Price (per share)


(In years)


(In thousands)Options outstanding at December 31, 2006


3,333,780


$
35.01Granted


308,251



34.94Exercised


(439,924
)


12.78Forfeited (canceled)


(185,299
)


43.55Options outstanding at December 30, 2007


3,016,808


$
37.72Granted


10,842



31.42Exercised


(30,732
)


9.27Forfeited (canceled)


(209,595
)


46.45Options outstanding at December 28, 2008


2,787,323


$
37.36Granted






Exercised


(240,754
)


12.04Forfeited (canceled)


(123,792
)


47.45Options outstanding at January 3, 2010


2,422,777


$
39.36



4.5


$
11,246Options exercisable at January 3, 2010


2,140,934


$
39.68



4.2


$
9,984     (1)
    
    The aggregate intrinsic value of stock options represents the
    closing market price on the last trading day of the quarter less
    the exercise price of each option multiplied by the number of
    in-the-money
    stock options. 66




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Options OutstandingWeighted-



Options ExercisableAverage

Weighted-



Weighted-Number

Remaining

Average

Number

AverageRange of Exercise Prices

Outstanding

Contractual Life

Exercise Price

Exercisable

Exercise Price$ 1.20 - $10.00


9,746


3.6 years

$
7.18



9,746


$
7.18$10.01 - $15.00


57,500


0.5 years


15.00



57,500



15.00$15.01 - $20.00


219,328


1.3 years


18.76



219,328



18.76$20.01 - $25.00


2,068


2.0 years


24.39



2,068



24.39$25.01 - $30.00


7,738


2.7 years


29.03



7,738



29.03$30.01 - $35.00


827,798


5.1 years


31.50



623,048



31.42$35.01 - $40.00


110,614


5.2 years


38.44



106,780



38.50$40.01 - $45.00


339,068


5.0 years


43.69



317,817



43.72$45.01 - $50.00


253,975


4.0 years


46.28



241,643



46.28$50.01 - $59.11


594,942


5.2 years


55.69



555,266



55.58   Restricted
    stock activity
      Restricted StockAwards and RSUsWeighted-AverageGrant-DateFair ValueShares


(per share)Outstanding at December 31, 2006


96,400


$
30.46Granted


128,922



33.84Vested






Forfeited (canceled)


(27,420
)


30.97Outstanding at December 30, 2007


197,902


$
32.59Granted


355,231



18.26Vested






Forfeited (canceled)


(42,439
)


31.47Outstanding at December 28, 2008


510,694


$
22.72Granted






Vested


(60,780
)


30.61Forfeited (canceled)


(31,405
)


24.81Outstanding at January 3, 2010(1)


418,509


$
21.41     (1)
    
    Outstanding includes 15,426 RSUs that vested during fiscal 2009
    but have yet not settled. 67




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Liability-Classified
    Awards
  Performance
    Units
        Cash-Settled
    Awards
        Year Ended(1)January 3, 2010RCUs

SARsWeighted average risk-free interest rate


1.5
%


2.4
%Expected life of cash-settled awards (years)


3.0



4.5Expected stock volatility


51.5
%


44.3
%Expected dividend yield


0.0
%


0.0
%  68




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    There were no liability-classified awards granted during the
    years ended December 28, 2008 and December 30, 2007      RCUs


SARsWeighted-





Weighted-Average





AverageGrant-Date





Grant-DateFair Value





Fair ValueUnits


(per unit)


Units


(per unit)Outstanding at December 28, 2008





$







$
Granted


162,115



50.96



13,276



14.96Vested














Forfeited (canceled)


(4,645
)


50.46







Outstanding at January 3, 2010


157,470


$
50.98



13,276


$
14.96   Share-based
    compensation expense
    Year EndedJanuary 3,


December 28,


December 30,2010


2008


2007Equity-classified awards:Labor

$
313


$
529


$
906General and administrative


7,387



9,143



9,473Liability-classified awards:General and administrative


3,852







Total share-based compensation


11,552



9,672



10,379Less: tax benefit


(3,431
)


(2,495
)


(2,626
)Total share-based compensation, net of tax

$
8,121


$
7,177


$
7,753      69




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Non-Vested
    Share-Based Compensation Expense
    Equity-Classified Awards


Liability-Classified Awards(1)Restricted


Performance


RCUs andOptions


Stock


Units


SARs


Total2010

$
2,681


$
2,212


$
2,723


$
2,385


$
10,0012011


1,148



1,379



2,723



2,069



7,3192012


332











1,188



1,5202013


8















8Total

$
4,169


$
3,591


$
5,446


$
5,642


$
18,848     (1)
    
    Liability-classified awards are based on current fair value,
    which is updated each reporting period.    Employee
    Stock Purchase Plan
      Share
    Repurchase Program
     70




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    14.
    Benefit
    Plans  401(k)
    Plan
    Restoration
    Plan
      15.
    Employment
    Agreements  Co-Chief
 71




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      16.
    Partnership
    Structure         72




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    January 3,


December 28,2010


2008Total number of partners


40



58Partnership interests purchased during the year


96



149Purchase price of partnership interests purchased (in thousands):Cash

$
4,710


$
9,763Debt






2,693Total

$
4,710


$
12,456   17.
    Income
    Taxes    Year EndedJanuary 3,


December 28,


December 30,2010


2008


2007Federal:Current

$
19,023


$
4,258


$
5,475Deferred


(3,682
)


5,762



5,668Total Federal

$
15,341


$
10,020


$
11,143State:Current

$
4,166


$
1,592


$
1,588Deferred


(1,015
)


581



(311
)Total State

$
3,151


$
2,173


$
1,277Total income tax expense

$
18,492


$
12,193


$
12,420     Year EndedJanuary 3,


December 28,


December 30,2010


2008


2007Income tax expense at federal statutory rate


35.0
%


35.0
%


35.0
%State taxes, net of federal expense


5.8
%


4.9
%


2.6
%Share-based compensation expense


0.0
%


0.1
%


0.0
%FICA tip credit


(10.7
)%


(13.5
)%


(11.6
)%Other, net


(0.4
)%


(0.5
)%


(0.7
)%Total effective rate


29.7
%


25.8
%


25.3
%  73




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    January 3,


December 28,2010


2008Deferred tax assets:Share-based compensation

$
11,560


$
9,456Insurance


5,880



2,397Goodwill and intangibles


8,770



8,855Unearned compensation


3,963



2,732Deferred rent


4,520



4,108Deferred revenue


3,960



2,908FICA and AMT credit carryforwards


348



1,781State credit carryforwards


1,586



1,049Other


1,438



1,881Total deferred tax assets

$
42,025


$
35,167Deferred tax liabilities:Depreciation on property and equipment

$
39,928


$
36,976Net deferred tax assets (liabilities) before valuation allowance

$
2,097


$
(1,809
)Less: valuation allowance


(497
)


(247
)Net deferred tax assets (liabilities)

$
1,600


$
(2,056
)        74




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedJanuary 3,


December 28,


December 30,2010


2008


2007Beginning balance

$
1,259


$
1,175


$
1,411Increases (decreases) attributable to tax positions taken during
    prior periods


261



66



(94
)Increases attributable to tax positions taken during the current
    period


98



187



155Decreases related to settlements with taxing authorities


(402
)


(106
)


(104
)Decreases resulting from a lapse of applicable statutes of
    limitations






(63
)


(193
)Ending balance

$
1,216


$
1,259


$
1,175       18.
    Commitments
    and Contingencies  Purchase
    Obligations
  12-month
  Litigation
    and other
    Loan
    Facility
   75




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    19.
    Segment
    Reporting      Shared ServicesTotal

and Other

Bistro

Pei WeiFiscal Year 2009Revenues

$
1,228,179


$
134


$
925,321


$
302,724Segment profit


149,844



(1,671
)


123,602



27,913Capital expenditures


49,865



2,748



36,180



10,937Depreciation and amortization


74,429



1,805



54,521



18,103Total assets


652,150



20,293



522,940



108,917Goodwill


6,819







6,566



253Fiscal Year 2008Revenues

$
1,198,124


$



$
919,963


$
278,161Segment profit


136,163



(1,462
)


115,880



21,745Capital expenditures


87,178



2,450



65,546



19,182Depreciation and amortization


68,711



1,462



51,091



16,158Total assets


667,363



20,478



534,224



112,661Goodwill


6,819







6,566



253Fiscal Year 2007Revenues

$
1,084,193


$



$
849,743


$
234,450Segment profit


128,409



(1,416
)


109,679



20,146Capital expenditures


151,553



157



111,248



40,148Depreciation and amortization


55,988



1,416



42,294



12,278    76




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reconciliation of Non-GAAP Financial Information to GAAP
    measures (in thousands):
  Fiscal Year2009


2008


2007Segment profit

$
149,844


$
136,163


$
128,409Less: General and administrative


(82,749
)


(77,488
)


(66,968
)Less: Preopening expense


(3,919
)


(8,457
)


(14,310
)Less: Partner investment expense


629



354



2,012Less: Interest & other income (expense), net


(1,637
)


(3,362
)


(100
)Add: Net income attributable to noncontrolling interests


1,408



1,933



4,169Income from continuing operations before taxes

$
63,576


$
49,143


$
53,212   20.
    Interim
    Financial Results (Unaudited)    Fiscal 2009


Fiscal 2008First


Second


Third


Fourth


First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Quarter


Quarter


Quarter


QuarterRevenues

$
309,837


$
301,360


$
290,329


$
326,653


$
305,917


$
301,533


$
295,877


$
294,797Income from continuing operations(1)


13,392



12,079



6,225



11,980



9,978



9,895



7,655



7,489Net income(2)


13,349



11,605



6,208



12,035



9,649



9,370



2,962



5,445Basic income from continuing operations per share


0.57



0.52



0.27



0.53



0.42



0.41



0.33



0.32Basic net income per share


0.57



0.50



0.27



0.53



0.40



0.39



0.13



0.23Diluted income from continuing operations per share


0.56



0.51



0.27



0.52



0.41



0.41



0.32



0.31Diluted net income per share


0.56



0.49



0.27



0.52



0.40



0.39



0.12



0.23Basic weighted average shares outstanding


23,442



23,057



22,810



22,633



23,972



23,898



23,613



23,623Diluted weighted average shares outstanding


23,795



23,526



23,285



23,045



24,295



24,247



23,927



23,851     (1)
    
    Income from continuing operations refers to income from
    continuing operations, net of tax, attributable to PFCB common
    stockholders.(2)
    
    Net income refers to Net income attributable to PFCB common
    stockholders.  quarter-to-quarter
 77




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   21.
    Subsequent
    Events  Cash
    Dividends
    Global
    Brand Development
   78




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure Controls and Procedures
  Form 10-K, Rule 13a-15(e)
  Managements Annual Report on Internal Control over
    Financial Reporting Rule 13a-15(f)
  Internal Control 
    Integrated Framework. Internal Control 
    Integrated Framework.
    Change in Internal Control Over Financial
    Reporting
  Item 9B.
    Other
    Information   79




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  
                  80




---



##### Table of Contents



PART III Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules    Form 10-K:
                Form 10-K.
 81




---



##### Table of Contents



ExhibitNumber

Description Document3(i)(1)


Amended and Restated Certificate of Incorporation.3(ii)(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

Amended and Restated 1998 Employee Stock Purchase Plan,
    effective November 1, 2009.10
.13(4)

1999 Nonstatutory Stock Option Plan.10
.16(5)

Common Stock Purchase Agreement dated January 11, 2001.10
.17(6)

Pei Wei Asian Diner, Inc. 2001 Stock Option Plan.10
.23(7)

Key Employee Stock Purchase Plan and forms of Agreement
    thereunder.10
.25(8)

2006 Equity Incentive Plan.10
.26(8)

Amended and Restated 1998 Stock Option Plan.10
.27(9)

2007 Credit Agreement dated August 31, 2007.10
.28(10)(11)

Amended and Restated Executive Employment Agreement between the
    Company and Richard L. Federico, as amended, dated May 21,
    2008. First Amendment to Amended and Restated Employment
    Agreement dated February 18, 2009.10
.29(10)(11)

Amended and Restated Executive Employment Agreement between the
    Company and Robert T. Vivian, as amended, dated May 21,
    2008. First Amendment to Amended and Restated Employment
    Agreement dated February 18, 2009.10
.30(10)

Amended and Restated Executive Employment Agreement between the
    Company and Russell Owens, as amended, dated May 21, 2008.10
.31(10)

Amended and Restated Executive Employment Agreement between the
    Company and R. Michael Welborn, as amended, dated May 21,
    2008.10
.32(10)

Amended and Restated Executive Employment Agreement between the
    Company and Mark Mumford, as amended, dated May 21, 2008.10
.33

Amended and Restated Non-Employee Director Compensation Plan,
    effective April 22, 2010.10
.34(14)

Separation Agreement between the Company and Russell Owens,
    dated December 18, 2008.10
.35(12)

First Amendment to 2007 Credit Agreement dated December 31,
    2008.10
.36(12)

Second Amendment to 2007 Credit Agreement dated June 23,
    2009.10
.37(13)

Third Amendment to 2007 Credit Agreement dated December 15,
    2009.21
.1

List of Subsidiaries.23
.1

Consent of KPMG 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 Robert T. Vivian.31
.3

Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002 for Mark D. Mumford.32
.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 Robert T. Vivian.32
.3

Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002 for Mark D. Mumford.     
    
    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
    Form 8-K
    filed on October 25, 2007.(3)
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-1
    (File
    No. 333-59749). 82




---



##### Table of Contents



(4)
    
    Incorporated by reference to the Registrants Annual Report
    on Form 10-K
    dated March 6, 2001.(5)
    
    Incorporated by reference to the Registrants
    Form 10-Q,
    dated April 1, 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 S-8
    dated January 31, 2005.(8)
    
    Incorporated by reference to the Registrants
    Form 8-K
    dated May 4, 2006.(9)
    
    Incorporated by reference to the Registrants
    Form 10-Q,
    dated October 26, 2007.(10)
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    filed on July 23, 2008.(11)
    
    Incorporated by reference to the Registrants
    Form 8-K
    filed on February 20, 2009.(12)
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    filed on July 22, 2009.(13)
    
    Incorporated by reference to the Registrants
    Form 8-K
    filed on December 17, 2009.(14)
    
    Incorporated by reference to the Registrants
    Form 10-K
    filed on February , 2009. 83




---



##### Table of Contents



SIGNATURES
      By:
    /s/  RICHARD
    L. FEDERICO   Chairman and Co-Chief Executive Officer
  By:
    /s/  ROBERT
    T. VIVIAN   Co-Chief Executive Officer
  By:
    /s/  MARK
    D. MUMFORD   Chief Financial Officer
  POWER OF
    ATTORNEY
      Signature

Title

DateBy:

/s/  KERRII
    ANDERSONKerrii
    Anderson

Director

February 17, 2010By:

/s/  RICHARD
    L. FEDERICORichard
    L. Federico

Chairman, Co-Chief Executive Officer and Director (Principal
    Executive
    Officer)

February 17, 2010By:

/s/  LESLEY
    H. HOWELesley
    H. HOWE

Director

February 17, 2010By:

/s/  KENNETH
    A. MAYKenneth
    A. May

Director

February 17, 2010 84




---



##### Table of Contents



Signature

Title

DateBy:

/s/  MARK
    D. MUMFORDMark
    D. Mumford

Chief Financial Officer (Principal Financial and Accounting
    Officer)

February 17, 2010By:

/s/  M.
    ANN RHOADESM.
    Ann Rhoades

Director

February 17, 2010By:

/s/  JAMES
    G. SHENNAN, JR.James
    G. Shennan, Jr.

Director

February 17, 2010By:

/s/  ROBERT
    T. VIVIANRobert
    T. Vivian

Co-Chief Executive Officer and Director (Principal Executive
    Officer)

February 17, 2010By:

/s/  R.
    MICHAEL WELBORNR.
    Michael Welborn

Executive Vice President and Director

February 17, 2010By:

/s/  KENNETH
    J. WESSELSKenneth
    J. Wessels

Director

February 17, 2010  85




---



##### Table of Contents



EXHIBIT
    INDEX
  ExhibitNumber

Description Document3(i)(1)


Amended and Restated Certificate of Incorporation.3(ii)(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

Amended and Restated 1998 Employee Stock Purchase Plan,
    effective November 1, 2009.10
.13(4)

1999 Nonstatutory Stock Option Plan.10
.16(5)

Common Stock Purchase Agreement dated January 11, 2001.10
.17(6)

Pei Wei Asian Diner, Inc. 2001 Stock Option Plan.10
.23(7)

Key Employee Stock Purchase Plan and forms of Agreement
    thereunder.10
.25(8)

2006 Equity Incentive Plan.10
.26(8)

Amended and Restated 1998 Stock Option Plan.10
.27(9)

2007 Credit Agreement dated August 31, 2007.10
.28(10)(11)

Amended and Restated Executive Employment Agreement between the
    Company and Richard L. Federico, as amended, dated May 21,
    2008. First Amendment to Amended and Restated Employment
    Agreement dated February 18, 2009.10
.29(10)(11)

Amended and Restated Executive Employment Agreement between the
    Company and Robert T. Vivian, as amended, dated May 21,
    2008. First Amendment to Amended and Restated Employment
    Agreement dated February 18, 2009.10
.30(10)

Employment Agreement between the Company and Russell Owens, as
    amended, dated May 21, 2008.10
.31(10)

Employment Agreement between the Company and R. Michael Welborn,
    as amended, dated May 21, 2008.10
.32(10)

Employment Agreement between the Company and Mark Mumford, as
    amended, dated May 21, 2008.10
.33

Amended and Restated Non-Employee Director Compensation Plan,
    effective April 22, 2010.10
.34

Separation Agreement between the Company and Russell Owens,
    dated December 18, 2008.10
.35(12)

First Amendment to 2007 Credit Agreement dated December 31,
    2008.10
.36(12)

Second Amendment to 2007 Credit Agreement dated June 23,
    2009.10
.37(13)

Third Amendment to 2007 Credit Agreement dated December 15,
    2009.21
.1

List of Subsidiaries.23
.1

Consent of KPMG 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 Robert T. Vivian.31
.3

Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002 for Mark D Mumford.32
.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 Robert T. Vivian.32
.3

Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002 for Mark D Mumford.     
    
    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
    Form 8-K
    filed on October 25, 2007.(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 Annual Report
    on Form 10-K
    dated March 6, 2001. 86




---



##### Table of Contents



(5)
    
    Incorporated by reference to the Registrants
    Form 10-Q,
    dated April 1, 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 S-8
    dated January 31, 2005.(8)
    
    Incorporated by reference to the Registrants
    Form 8-K
    dated May 4, 2006.(9)
    
    Incorporated by reference to the Registrants
    Form 10-Q,
    dated October 26, 2007.(10)
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    filed on July 23, 2008.(11)
    
    Incorporated by reference to the Registrants
    Form 8-K
    filed on February 20, 2009.(12)
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    filed on July 22, 2009.(13)
    
    Incorporated by reference to the Registrants
    Form 8-K
    filed on December 17, 2009. 87