##### Table of Contents





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


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended
    December 30, 2007oro


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
  þ o
  o o
  þ o
  Regulation S-K Form 10-K Form 10-K. o
    Large accelerated
    filer þ

Accelerated
    filer o

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


122.

Properties


133.

Legal Proceedings


144.

Submission of Matters to a Vote of Security
    Holders


14PART II5.

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


156.

Selected Financial Data


167.

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


177A.

Quantitative and Qualitative Disclosures About
    Market Risk


388.

Financial Statements and Supplementary Data


399.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


729A.

Controls and Procedures


729B.

Other Information


72PART III10.

Directors and Executive Officers of the
    Registrant


7411.

Executive Compensation


7412.

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


7413.

Certain Relationships and Related Transactions


7514.

Principal Accounting Fees and Services


75PART IV15.

Exhibits, Financial Statement Schedules


75EX-21.1EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



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




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##### Table of Contents



Pei
    Wei
      Operations
  Bistro
       4




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##### Table of Contents



Pei
    Wei
        Partnership
    Structure
      Marketing
     5




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##### Table of Contents



Management
    Information Systems
    Supply
    Chain Management
      Competition
      Employees
   6




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##### Table of Contents



Unit
    Economics
    Access to
    Information
  www.pfcb.com. Form 10-K, Form 10-Q, Form 8-K
  Item 1A.  Risk
    Factors
  Failure
    of our existing or new restaurants to achieve predicted results
    could have a negative impact on our revenues and performance
    results.
    Changes
    in general economic and political conditions affect consumer
    spending and may harm our revenues and operating
    results.
    The
    inability to develop and construct our restaurants within
    projected budgets and time periods will adversely affect our
    business and financial condition.
    
    landlord delays;
    labor disputes;
    shortages of materials and skilled labor;
    weather interference;
    unforeseen engineering problems;
    environmental problems;
    construction or zoning problems;
    local government regulations; 7




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
    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.    Development
    is critical to our 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.    Our
    inability to retain key personnel could negatively impact our
    business.
    Potential
    labor shortages may delay planned openings or damage customer
    relations.
   8




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Increases
    in the minimum wage may have a material adverse effect on our
    business and financial results.
    Intense
    competition in the restaurant industry could prevent us from
    increasing or sustaining our revenues and
    profitability.
      Implementing
    our growth strategy may strain our management resources and
    negatively impact our competitive position.
    Changes
    in food costs could negatively impact our revenues and results
    of operations.
   9




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Litigation
    could have a material adverse effect on our
    business.
      Our
    federal, state and local tax returns may, from time to time, be
    selected for audit by the taxing authorities, which may result
    in tax assessments or penalties that could have a material
    adverse impact on our results of operations and financial
    position.
    Fluctuating
    insurance requirements and costs could negatively impact our
    profitability and projections.
      Our
    operating expenses may increase in the future and may negatively
    impact our profitability.
    Fluctuations
    in operating results may negatively impact our stock
    price.
    
    general economic conditions;
    consumer confidence in the economy;
    changes in consumer preferences;
    competitive factors;
    weather conditions; 10




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
    timing of new restaurant openings and related expenses;
    revenues contributed by new restaurants; and
    increases or decreases in comparable restaurant revenues.    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; and
    employment.       11




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Our financial results may also fluctuate significantly as
    a result of our accounting for certain aspects of our
    partnership program.
      Special
    Note Regarding Forward-Looking Statements
  Form 10-K Form 10-K,
  Item 1B.
    Unresolved
    Staff Comments   12




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Item 2.
    Properties    State

Bistro


Pei Wei


TotalAlabama


1







1Arizona


7



18



25Arkansas


2



1



3California


33



17



50Colorado


7



6



13Connecticut


1







1Florida


14



10



24Georgia


4







4Idaho


1







1Illinois


5







5Indiana


2







2Iowa


1







1Kansas


1



2



3Kentucky


2







2Louisiana


2







2Massachusetts


2







2Maryland


3



2



5Michigan


4



3



7Minnesota


2



4



6Mississippi


1







1Missouri


3



2



5Nebraska


1







1Nevada


5



4



9New Jersey


6







6New Mexico


1



2



3New York


4







4North Carolina


5



4



9Ohio


7



2



9Oklahoma


2



5



7Oregon


4







4Pennsylvania


3



2



5Rhode Island






1



1South Carolina


1







1Tennessee


5



5



10Texas


17



48



65Utah


2



3



5Virginia


5



3



8Washington


4







4Wisconsin


2







2172



144



316  13




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##### 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   14




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

High


LowApril 2, 2006

$
54.93


$
46.25July 2, 2006

$
49.58


$
36.17October 1, 2006

$
38.81


$
28.09December 31, 2006

$
43.32


$
34.00April 1, 2007

$
47.10


$
36.52July 1, 2007

$
44.57


$
34.69September 30, 2007

$
38.38


$
29.55December 30, 2007

$
30.67


$
22.60       Issuer
    Purchases of Equity Securities
        (c) Total Number of


(d) Maximum Dollar(a) Total





Shares Purchased as


Value of SharesNumber of


(b) Average


Part of Publicly


that May Yet BeShares


Price Paid


Announced


Purchased Under thePeriod

Purchased


per Share


Programs


ProgramsOctober 1, 2007  November 4, 2007


124,845


$
28.40



124,845


$
96,454,402November 5, 2007  December 2, 2007


1,718,837


$
27.02



1,718,837


$
50,011,426December 3, 2007  December 30, 2007





$







$
50,011,426Total


1,843,682







1,843,682


$
50,011,426  15




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Fiscal Year(1)2007


2006


2005


2004


2003(In thousands, except per share amounts)Statement of Income Data:Revenues

$
1,092,722


$
936,864


$
809,153


$
706,941


$
539,917Costs and expenses:Cost of sales


299,713



256,259



224,634



200,736



152,788Labor


368,059



309,774



266,243



231,930



175,256Operating


173,993



146,247



122,247



99,231



73,403Occupancy


63,111



52,408



42,793



37,693



28,914General and administrative


66,968



56,030



41,117



36,369



30,166Depreciation and amortization


56,832



44,793



36,950



29,155



21,817Preopening expense


14,983



12,286



9,245



7,980



8,745Partner investment expense(2)


(2,012
)


4,371



4,800



17,671



4,196Total costs and expenses


1,041,647



882,168



748,029



660,765



495,285Income from operations


51,075



54,696



61,124



46,176



44,632Interest and other income (expense), net


(100
)


1,315



1,841



612



466Income before minority interest and provision for income taxes


50,975



56,011



62,965



46,788



45,098Minority interest


(4,169
)


(8,116
)


(8,227
)


(10,078
)


(7,887
)Income before provision for income taxes


46,806



47,895



54,738



36,710



37,211Provision for income taxes


(11,563
)


(13,712
)


(16,942
)


(10,656
)


(12,424
)Income from continuing operations


35,243



34,183



37,796



26,054



24,787Loss from discontinued operations, net of tax(3)


(3,180
)


(930
)










Net Income

$
32,063


$
33,253


$
37,796


$
26,054


$
24,787Income from continuing operations per share:Basic

$
1.38


$
1.31


$
1.44


$
1.01


$
0.98Diluted

$
1.36


$
1.28


$
1.40


$
0.98


$
0.94Weighted average shares used in computation:Basic


25,473



26,075



26,271



25,727



25,345Diluted


25,899



26,737



27,000



26,575



26,250   16




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##### Table of Contents



As of


As of


As of


As of


As ofDecember 30,


December 31,


January 1,


January 2,


December 28,2007


2006


2006


2005


2003(In thousands)Balance Sheet Data:Cash and cash equivalents

$
24,055


$
31,589


$
31,948


$
66,409


$
45,478Short-term investments (including
    restricted short-term investments)










42,410



5,000



5,000Total assets


622,630



514,045



474,859



390,492



306,109Long-term debt


90,828



13,723



5,360



545



136Common stockholders equity


293,887



289,525



293,898



244,957



204,332     (1)
    
    We operate on a 52/53-week year, with the fiscal year ending on
    the Sunday closest to December 31. Fiscal years 2007, 2006,
    2005 and 2003 each were comprised of 52 weeks. Fiscal year
    2004 was comprised of 53 weeks.(2)
    
    Partner investment expense increased during 2004 as a result of
    a $12.5 million modification of certain partnership
    agreements.(3)
    
    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.    Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
    Our
    restaurants
         17




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Our
    strategy
      Our
    challenges
        Our
    2007 Financial Results
      
    Consolidated revenue growth of $155.9 million or
    17 percent to $1.1 billion, driven primarily by new
    restaurant openings, offset by a decline in comparable store
    sales at the Bistro and flat comparable store sales at Pei Wei; 18




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
    Income from continuing operations increase of $1.1 million
    or 3 percent to $35.2 million and an increase in
    diluted income per share from continuing operations of $0.08 or
    6 percent to $1.36;
    Loss from discontinued operations (net of tax) of
    $3.2 million, including the impact of a $3.1 million
    pretax asset impairment charge related to the planned sale of
    Tanekos long-lived assets;
    Repurchase of 1.8 million of our common shares for
    $50.0 million at an average price of $27.11; and
    20 new Bistro openings and 37 new Pei Wei openings.    2008
    Development
  Bistro
    Pei
    Wei
       19




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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 and therefore, growth in average weekly sales
    includes the effect of newer restaurants that are not yet
    included in the comparable store sales base. We have grown our
    business over time and as a result, our older restaurants
    typically tend to operate at higher sales volumes than our newer
    restaurants. Alternatively, 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.
    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 which
    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


2007


2006


2005


2007


2006


2005BistroPre-2000


35


$
213,318


$
215,760


$
214,878


$
117,208


$
118,942


$
119,2442000


16



92,832



95,136



96,205



111,577



114,346



115,6312001


13



72,863



74,457



74,781



107,786



110,143



110,6222002


14



69,390



71,201



70,625



95,316



97,803



97,0132003


18



98,101



98,844



97,722



104,809



105,602



104,4042004


18



81,263



81,705



83,301



86,817



87,292



88,9972005


18



83,259



86,164



37,692



88,953



92,056



105,8772006


20



96,792



33,272







93,069



101,132



2007


20



41,687











108,279







Total Bistro


172


$
849,505


$
756,539


$
675,204


$
102,486


$
105,265


$
107,757Pei Wei2000


1


$
2,902


$
3,089


$
3,359


$
55,803


$
59,406


$
64,6052001


4



8,307



8,701



9,139



39,938



41,830



43,9352002


11



23,168



24,081



24,299



40,503



42,099



42,4822003


17



36,021



36,049



36,822



40,748



40,780



41,6542004


20



41,917



41,478



42,485



40,305



39,882



40,8512005


24



44,854



43,492



17,845



35,941



34,850



37,5662006


30



53,274



23,340







34,150



35,526



2007


37



32,518











32,649







Total Pei Wei


144


$
242,960


$
180,230


$
133,949


$
37,037


$
38,668


$
41,457    20




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Critical
    Accounting Policies
    Partnership
    Structure
          Lease
    Obligation
   21




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##### Table of Contents



No. 13-1, Accounting for Rental Costs Incurred During a Construction
    Period.
      and/or
  Share-Based
    Compensation
  Share-Based Payment
  Impairment
    of Long-Lived Assets
   22




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Self
    Insurance
    Income
    Taxes
          Results
    of Operations
   23




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##### Table of Contents



Fiscal
    2007 compared to Fiscal 2006
    Fiscal Year2007


% of Revenues


2006


% of Revenues


Change


% ChangeRevenues

$
1,092,722



100.0
%

$
936,864



100.0
%

$
155,858



16.6
%Costs and expenses:Cost of sales


299,713



27.4
%


256,259



27.4
%


43,454



17.0
%Labor


368,059



33.7
%


309,774



33.1
%


58,285



18.8
%Operating


173,993



15.9
%


146,247



15.6
%


27,746



19.0
%Occupancy


63,111



5.8
%


52,408



5.6
%


10,703



20.4
%General and administrative


66,968



6.1
%


56,030



6.0
%


10,938



19.5
%Depreciation and amortization


56,832



5.2
%


44,793



4.8
%


12,039



26.9
%Preopening expense


14,983



1.4
%


12,286



1.3
%


2,697



22.0
%Partner investment expense


(2,012
)


(0.2
)%


4,371



0.5
%


(6,383
)


0.0
%Total costs and expenses


1,041,647



95.3
%


882,168



94.2
%


159,479



18.1
%Income from operations


51,075



4.7
%


54,696



5.8
%


(3,621
)


(6.6
)%Interest and other income (expense), net


(100
)


(0.0
)%


1,315



0.1
%


(1,415
)


0.0
%Minority interest


(4,169
)


(0.4
)%


(8,116
)


(0.9
)%


3,947



(48.6
)%Income before provision for income taxes


46,806



4.3
%


47,895



5.1
%


(1,089
)


(2.3
)%Provision for income taxes


(11,563
)


(1.1
)%


(13,712
)


(1.5
)%


2,149



(15.7
)%Income from continuing operations


35,243



3.2
%


34,183



3.6
%


1,060



3.1
%Loss from discontinued operations, net of tax


(3,180
)


(0.3
)%


(930
)


(0.1
)%


(2,250
)


241.9
%Net Income

$
32,063



2.9
%

$
33,253



3.5
%

$
(1,190
)


(3.6
)%    24




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##### Table of Contents



Fiscal Year% of2007


% of Revenues


2006


Revenues


Change


% ChangeRevenues

$
849,743



100.0
%

$
756,634



100.0
%

$
93,109



12.3
%Costs and expenses:Cost of sales


232,578



27.4
%


206,567



27.3
%


26,011



12.6
%Labor


282,919



33.3
%


247,097



32.7
%


35,822



14.5
%Operating


131,863



15.5
%


115,465



15.3
%


16,398



14.2
%Occupancy


47,059



5.5
%


40,683



5.4
%


6,376



15.7
%General and administrative


23,768



2.8
%


20,503



2.7
%


3,265



15.9
%Depreciation and amortization


42,294



5.0
%


34,451



4.6
%


7,843



22.8
%Preopening expense


9,012



1.1
%


8,004



1.1
%


1,008



12.6
%Partner investment expense


(3,358
)


(0.4
)%


3,475



0.5
%


(6,833
)


(196.6
)%Total costs and expenses


766,135



90.2
%


676,245



89.4
%


89,890



13.3
%Income from operations


83,608



9.8
%


80,389



10.6
%


3,219



4.0
%Interest and other income (expense), net


(20
)


(0.0
)%


(255
)


(0.0
)%


235



(92.2
)%Minority interest


(3,351
)


(0.4
)%


(6,993
)


(0.9
)%


3,642



(52.1
)%Income before provision for income taxes

$
80,237



9.4
%

$
73,141



9.7
%

$
7,096



9.7
%       Fiscal Year% of





% of2007


Revenues


2006


Revenues


Change


% ChangeRevenues

$
242,979



100.0
%

$
180,230



100.0
%

$
62,749



34.8
%Costs and expenses:Cost of sales


67,135



27.6
%


49,692



27.6
%


17,443



35.1
%Labor


85,140



35.0
%


62,677



34.8
%


22,463



35.8
%Operating


42,130



17.3
%


30,782



17.1
%


11,348



36.9
%Occupancy


16,052



6.6
%


11,725



6.5
%


4,327



36.9
%General and administrative


12,299



5.1
%


9,387



5.2
%


2,912



31.0
%Depreciation and amortization


13,122



5.4
%


9,205



5.1
%


3,917



42.6
%Preopening expense


5,971



2.5
%


4,283



2.4
%


1,688



39.4
%Partner investment expense


1,346



0.6
%


896



0.5
%


450



50.2
%Total costs and expenses


243,195



100.1
%


178,647



99.1
%


64,548



36.1
%Income from operations


(216
)


(0.1
)%


1,583



0.9
%


(1,799
)


(113.6
)%Interest and other income (expense), net


(39
)


(0.0
)%


(15
)


(0.0
)%


(24
)


160.0
%Minority interest


(818
)


(0.3
)%


(1,123
)


(0.6
)%


305



(27.2
)%Income before provision for income taxes

$
(1,073
)


(0.4
)%

$
445



0.2
%

$
(1,518
)


(341.1
)%    25




---



##### Table of Contents



Revenues
    Bistro:
  Pei Wei:
  Costs
    and Expenses
  Cost of
    Sales
    Bistro:
  Pei Wei:
  Labor
    Bistro:
  Pei Wei:
  Operating
   26




---



##### Table of Contents



Bistro:
  Pei Wei:
  Occupancy
    Bistro:
  Pei Wei:
  General
    and Administrative
    Bistro:
  Pei Wei:
  Shared Services and Other:
 27




---



##### Table of Contents



Depreciation
    and Amortization
    Bistro:
  Pei Wei:
  Preopening
    Expense
    Bistro:
  Pei Wei:
  Partner
    Investment Expense
    Bistro:
  Pei Wei:
 28




---



##### Table of Contents



Interest
    and Other Income (Expense), Net
      Minority
    Interest
    Bistro:
  Pei Wei:
  Provision
    for Income Taxes
  Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    No. 109.
  Loss
    on Discontinued Operations, Net of Tax
     29




---



##### Table of Contents



Fiscal
    2006 compared to Fiscal 2005
    Fiscal Year% of





% of2006


Revenues


2005


Revenues


Change


% ChangeRevenues

$
936,864



100.0
%

$
809,153



100.0
%

$
127,711



15.8
%Costs and expenses:Cost of sales


256,259



27.4
%


224,634



27.8
%


31,625



14.1
%Labor


309,774



33.1
%


266,243



32.9
%


43,531



16.4
%Operating


146,247



15.6
%


122,247



15.1
%


24,000



19.6
%Occupancy


52,408



5.6
%


42,793



5.3
%


9,615



22.5
%General and administrative


56,030



6.0
%


41,117



5.1
%


14,913



36.3
%Depreciation and amortization


44,793



4.8
%


36,950



4.6
%


7,843



21.2
%Preopening expense


12,286



1.3
%


9,245



1.1
%


3,041



32.9
%Partner investment expense


4,371



0.5
%


4,800



0.6
%


(429
)


(8.9
)%Total costs and expenses


882,168



94.2
%


748,029



92.4
%


134,139



17.9
%Income from operations


54,696



5.8
%


61,124



7.6
%


(6,428
)


(10.5
)%Interest and other income (expense), net


1,315



0.1
%


1,841



0.2
%


(526
)


(28.6
)%Minority interest


(8,116
)


(0.9
)%


(8,227
)


(1.0
)%


111



(1.3
)%Income before provision for income taxes


47,895



5.1
%


54,738



6.8
%


(6,843
)


(12.5
)%Provision for income taxes


(13,712
)


(1.5
)%


(16,942
)


(2.1
)%


3,230



(19.1
)%Income from continuing operations


34,183



3.6
%


37,796



4.7
%


(3,613
)


(9.6
)%Loss from discontinued operations, net of tax


(930
)


(0.1
)%






0.0
%


(930
)


0.0
%Net Income

$
33,253



3.5
%

$
37,796



4.7
%

$
(4,543
)


(12.0
)%    30




---



##### Table of Contents



Fiscal Year% of





% of2006


Revenues


2005


Revenues


Change


% ChangeRevenues

$
756,634



100.0
%

$
675,204



100.0
%

$
81,430



12.1
%Costs and expenses:Cost of sales


206,567



27.3
%


187,073



27.7
%


19,494



10.4
%Labor


247,097



32.7
%


221,126



32.7
%


25,971



11.7
%Operating


115,465



15.3
%


100,199



14.8
%


15,266



15.2
%Occupancy


40,683



5.4
%


34,700



5.1
%


5,983



17.2
%General and administrative


20,503



2.7
%


15,512



2.3
%


4,991



32.2
%Depreciation and amortization


34,451



4.6
%


30,093



4.5
%


4,358



14.5
%Preopening expense


8,004



1.1
%


6,028



0.9
%


1,976



32.8
%Partner investment expense


3,475



0.5
%


3,526



0.5
%


(51
)


(1.4
)%Total costs and expenses


676,245



89.4
%


598,257



88.6
%


77,988



13.0
%Income from operations


80,389



10.6
%


76,947



11.4
%


3,442



4.5
%Interest and other income (expense), net


(255
)


(0.0
)%


251



0.0
%


(506
)


(201.6
)%Minority interest


(6,993
)


(0.9
)%


(7,118
)


(1.1
)%


125



(1.8
)%Income before provision for income taxes

$
73,141



9.7
%

$
70,080



10.4
%

$
3,061



4.4
%       Fiscal Year% of





% of2006


Revenues


2005


Revenues


Change


% ChangeRevenues

$
180,230



100.0
%

$
133,949



100.0
%

$
46,281



34.6
%Costs and expenses:Cost of sales


49,692



27.6
%


37,561



28.0
%


12,131



32.3
%Labor


62,677



34.8
%


45,117



33.7
%


17,560



38.9
%Operating


30,782



17.1
%


22,048



16.5
%


8,734



39.6
%Occupancy


11,725



6.5
%


8,093



6.0
%


3,632



44.9
%General and administrative


9,387



5.2
%


6,907



5.2
%


2,480



35.9
%Depreciation and amortization


9,205



5.1
%


5,977



4.5
%


3,228



54.0
%Preopening expense


4,283



2.4
%


3,217



2.4
%


1,066



33.1
%Partner investment expense


896



0.5
%


1,274



1.0
%


(378
)


(29.7
)%Total costs and expenses


178,647



99.1
%


130,194



97.2
%


48,453



37.2
%Income from operations


1,583



0.9
%


3,755



2.8
%


(2,172
)


(57.8
)%Interest and other income (expense), net


(15
)


(0.0
)%


15



0.0
%


(30
)


(200.0
)%Minority interest


(1,123
)


(0.6
)%


(1,109
)


(0.8
)%


(14
)


1.3
%Income before provision for income taxes

$
445



0.2
%

$
2,661



2.0
%

$
(2,216
)


(83.3
)%    31




---



##### Table of Contents



Revenues
    Bistro:
  Pei Wei:
  Costs
    and Expenses
  Cost of
    Sales
    Bistro:
  Pei Wei:
  Labor
    Bistro:
  Pei Wei:
  Operating
    Bistro:
  Pei Wei:
 32




---



##### Table of Contents



Occupancy
    Bistro:
  Pei Wei:
  General
    and Administrative
    Bistro:
  Pei Wei:
  Shared Services and Other:
  Depreciation
    and Amortization
    Bistro:
  Pei Wei:
 33




---



##### Table of Contents



Preopening
    Expense
    Bistro:
  Pei Wei:
  Partner
    Investment Expense
    Bistro:
  Pei Wei:
  Interest
    and Other Income (Expense), Net
    Minority
    Interest
    Bistro:
  Pei Wei:
  Provision
    for Income Taxes
  Interim Financial Reporting
 34




---



##### Table of Contents



Quarterly
    Results
    Fiscal 2007


Fiscal 2006First


Second


Third


Fourth


First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Quarter


Quarter


Quarter


QuarterRevenues, in thousands

$
263,684


$
266,823


$
270,282


$
291,933


$
228,613


$
225,981


$
231,024


$
251,246Costs and expenses:Cost of sales


27.5
%


27.3
%


27.3
%


27.6
%


27.7
%


27.1
%


27.2
%


27.3
%Labor


33.7



33.8



34.0



33.3



33.7



33.4



33.0



32.3Operating


15.6



15.8



16.2



16.1



15.2



16.0



15.7



15.4Occupancy


5.6



5.8



5.9



5.7



5.5



5.6



5.8



5.5General and administrative


6.3



5.9



6.4



6.0



5.7



6.1



6.2



5.9Depreciation and amortization


4.8



5.1



5.5



5.5



4.5



4.7



5.0



4.9Preopening expense


1.0



1.2



1.8



1.4



0.7



1.2



1.5



1.7Partner investment expense


(0.5
)


(0.2
)


(0.0
)


(0.0
)


0.1



0.4



0.6



0.7Total costs and expenses


93.9



94.8



97.0



95.5



93.2



94.5



95.2



93.8Income from operations


6.1



5.2



3.0



4.5



6.8



5.5



4.8



6.2Interest and other income (expense), net


0.1



0.1



(0.0
)


(0.2
)


0.2



0.3



0.1



(0.0
)Minority interest


(0.6
)


(0.4
)


(0.3
)


(0.2
)


(0.9
)


(0.9
)


(0.8
)


(0.8
)Income before provision for income taxes


5.6



4.9



2.7



4.0



6.2



4.8



4.1



5.3Provision for income taxes


(1.5
)


(1.3
)


(0.6
)


(0.9
)


(1.8
)


(1.2
)


(1.1
)


(1.7
)Income from continuing operations


4.1
%


3.6
%


2.1
%


3.2
%


4.4
%


3.7
%


3.0
%


3.6
%Loss from discontinued operations, net of tax


(0.1
)


(0.1
)


(0.1
)


(0.8
)


(0.1
)


(0.1
)


(0.1
)


(0.1
)Net Income


4.0
%


3.5
%


2.0
%


2.4
%


4.3
%


3.6
%


2.9
%


3.5
%     Liquidity
    and Capital Resources
   35




---



##### Table of Contents



2007


2006


2005Net cash provided by operating activities

$
137,920


$
123,404


$
108,517Net cash used in investing activities


(166,376
)


(75,065
)


(140,683
)Net cash provided by (used in) financing activities


20,922



(48,698
)


(2,295
)Net decrease in cash and cash equivalents

$
(7,534
)

$
(359
)

$
(34,461
)   Operating
    Activities
    Investing
    Activities
      Financing
    Activities
    Future
    Capital Requirements
   36




---



##### Table of Contents



Credit
    Facility
          Share
    Repurchase Program
      Partnership
    Activities
     37




---



##### Table of Contents



Minority
    Interest Purchase
    Purchase
    Commitments
    Payments Due by PeriodLess








GreaterThan


1-3


3-5


ThanTotal


1 Year


Years


Years


5 YearsLong-term debt

$
98,364


$
6,932


$
4,713


$
126


$
86,593Operating leases


385,982



42,242



87,255



85,781



170,704Capital leases


4,230



416



832



832



2,150Purchase obligations


86,221



83,007



3,214







Total

$
574,797


$
132,597


$
96,014


$
86,739


$
259,447     New
    Accounting Standards
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk       38




---



##### 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:Reports of Independent Registered Public
    Accounting Firms


40Consolidated Balance Sheets at December 30,
    2007 and December 31, 2006


42Consolidated Statements of Income for the Years
    Ended December 30, 2007, December 31, 2006 and
    January 1, 2006


43Consolidated Statements of Common
    Stockholders Equity for the Years Ended December 30,
    2007, December 31, 2006 and January 1, 2006


44Consolidated Statements of Cash Flows for the
    Years Ended December 30, 2007, December 31, 2006 and
    January 1, 2006


45Notes to Consolidated Financial Statements


46  39




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm           Share-Based Payment
  Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109.
  Internal Control  Integrated Framework
      40




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
           
    41




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.



CONSOLIDATED BALANCE SHEETS  December 30,


December 31,2007


2006(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
24,055


$
31,589Inventories


4,649



4,232Prepaids and other current assets


32,552



28,995Total current assets


61,256



64,816Property and equipment, net


520,145



421,770Goodwill


6,819



6,819Intangible assets, net


22,004



12,644Other assets


12,406



7,996Total assets

$
622,630


$
514,045LIABILITIES AND COMMON STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
17,745


$
15,255Construction payable


11,319



9,075Accrued expenses


59,259



55,848Unearned revenue


25,346



18,226Current portion of long-term debt, including $3,507 and $3,542
    due to related parties at December 30, 2007 and
    December 31, 2006, respectively


6,932



5,487Total current liabilities


120,601



103,891Long-term debt, including $3,002 and $588 due to related parties
    at December 30, 2007 and December 31, 2006,
    respectively


90,828



13,723Lease obligations


93,435



71,682Other liabilities


6,710



1,909Minority interests


17,169



33,315Commitments and contingencies (Note 15)






Common stockholders equity:Common stock, $0.001 par value, 40,000,000 shares
    authorized: 24,151,888 shares and 25,373,019 shares
    issued and outstanding at December 30, 2007 and
    December 31, 2006, respectively


27



27Additional paid-in capital


196,385



174,101Treasury stock, at cost, 3,240,943 shares and
    1,397,261 shares outstanding at December 30, 2007 and
    December 31, 2006, respectively


(96,358
)


(46,373
)Retained earnings


193,833



161,770Total common stockholders equity


293,887



289,525Total liabilities and common stockholders equity

$
622,630


$
514,045    42




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.



CONSOLIDATED STATEMENTS OF INCOME  Year EndedDecember 30,


December 31,


January 1,2007


2006


2006(In thousands, except per share amounts)Revenues

$
1,092,722


$
936,864


$
809,153Costs and expenses:Cost of sales


299,713



256,259



224,634Labor


368,059



309,774



266,243Operating


173,993



146,247



122,247Occupancy


63,111



52,408



42,793General and administrative


66,968



56,030



41,117Depreciation and amortization


56,832



44,793



36,950Preopening expense


14,983



12,286



9,245Partner investment expense


(2,012
)


4,371



4,800Total costs and expenses


1,041,647



882,168



748,029Income from operations


51,075



54,696



61,124Interest and other income (expense), net


(100
)


1,315



1,841Income before minority interest and provision for income taxes


50,975



56,011



62,965Minority interest


(4,169
)


(8,116
)


(8,227
)Income from continuing operations before provision for income
    taxes


46,806



47,895



54,738Provision for income taxes


(11,563
)


(13,712
)


(16,942
)Income from continuing operations


35,243



34,183



37,796Loss from discontinued operations, net of tax


(3,180
)


(930
)


Net Income

$
32,063


$
33,253


$
37,796Basic income per share:Income from continuing operations

$
1.38


$
1.31


$
1.44Loss from discontinued operations, net of tax


(0.12
)


(0.03
)


Net Income

$
1.26


$
1.28


$
1.44Diluted income per share:Income from continuing operations

$
1.36


$
1.28


$
1.40Loss from discontinued operations, net of tax


(0.12
)


(0.04
)


Net Income

$
1.24


$
1.24


$
1.40Weighted average shares used in computation:Basic


25,473



26,075



26,271Diluted


25,899



26,737



27,000    43




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  CONSOLIDATED
    STATEMENTS OF COMMON STOCKHOLDERS EQUITY
  AdditionalCommon Stock


Paid-In


Treasury


RetainedShares


Amount


Ca pital


Stock


Earnings


Total(In thousands)Balances, January 2, 2005


26,068



26



154,210







90,721



244,957Issuance of common stock under stock option plans


285







6,075











6,075Issuance of common stock under employee stock purchase plan


44







1,891











1,891Tax benefit from disqualifying stock option dispositions










3,179











3,179Net income


















37,796



37,796Balances, January 1, 2006


26,397



26



165,355







128,517



293,898Issuance of common stock under stock option plans


210



1



3,071











3,072Issuance of common stock under employee stock purchase plan


67







2,142











2,142Issuance of restricted shares under incentive plans, net of
    forfeitures


96



















Purchase of treasury stock


(1,397
)










(46,373
)






(46,373
)Purchase of subsidiary stock










(7,345
)










(7,345
)Share-based compensation expense










8,941











8,941Tax benefit from disqualifying stock option dispositions










1,937











1,937Net income


















33,253



33,253Balances, December 31, 2006


25,373



27



174,101



(46,373
)


161,770



289,525Issuance 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



















Purchase of treasury stock


(1,844
)










(49,985
)






(49,985
)Share-based compensation expense










10,512











10,512Tax benefit from disqualifying stock option dispositions










3,981











3,981Net income


















32,063



32,063Balances, December 30, 2007


24,152



27



196,385



(96,358
)


193,833



293,887    44




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year EndedDecember 30,


December 31,


January 1,2007


2006


2006(In thousands)Operating Activities:Net income

$
32,063


$
33,253


$
37,796Adjustments to reconcile net income to net cash provided byoperating activities:Depreciation and amortization


57,251



44,863



36,950Share-based compensation


10,512



8,941



Deferred income taxes


4,767



(6,175
)


1,817Minority interest


4,169



8,116



8,227Tax benefit from disqualifying stock option dispositions
    credited to equity


(3,981
)


(1,937
)


3,179Asset impairment charge in discontinued operations


3,125







Partner investment expense


(2,012
)


4,371



4,800Partner bonus expense, imputed


1,374



1,999



1,808Other


167



294



Changes in operating assets and liabilities:Inventories


(417
)


(771
)


(510
)Prepaids and other current assets


(786
)


(2,257
)


(6,186
)Other assets


(3,937
)


(2,464
)


(1,042
)Accounts payable


2,490



1,405



(163
)Accrued expenses


3,411



14,984



8,566Lease obligation


21,911



15,837



10,453Unearned revenue


7,120



2,945



2,822Other long-term liabilities


693







Net cash provided by operating activities


137,920



123,404



108,517Investing Activities:Capital expenditures


(151,553
)


(114,330
)


(93,792
)Purchase of minority interests


(13,032
)


(2,142
)


(6,085
)Capitalized interest


(1,791
)


(1,003
)


(3,396
)Purchase of short-term investments






(12,660
)


(48,180
)Sale of short-term investments






55,070



10,770Net cash used in investing activities


(166,376
)


(75,065
)


(140,683
)Financing Activities:Borrowings on credit facility


96,000



12,000



Purchases of treasury stock


(49,985
)


(46,373
)


Repayments of long-term debt


(30,475
)


(5,110
)


(672
)Proceeds from stock options exercised and employee stock
    purchases


7,791



5,214



7,966Distributions to minority members and partners


(6,365
)


(10,080
)


(10,774
)Tax benefit from disqualifying stock option dispositions
    credited to equity


3,981



1,937



Proceeds from minority investors contributions


387



1,205



1,320Debt issuance costs


(254
)






Payments of capital lease obligation


(158
)


(146
)


(135
)Purchase of subsidiary common stock






(7,345
)


Net cash provided by (used in) financing activities


20,922



(48,698
)


(2,295
)Net decrease in cash and cash equivalents


(7,534
)


(359
)


(34,461
)Cash and cash equivalents at the beginning of the period


31,589



31,948



66,409Cash and cash equivalents at the end of the period

$
24,055


$
31,589


$
31,948Supplemental Disclosure of Cash Flow Information:Cash paid for interest

$
1,907


$
915


$
429Cash paid for income taxes, net of refunds

$
4,615


$
12,616


$
15,116Supplemental Disclosure of Non-Cash Items:Purchase of minority interests through issuance of
    long-term-debt and conversion to members capital

$
11,732


$
1,851


$
3,756Change in construction payable

$
2,244


$
2,612


$
2,564Capital lease adjustment

$



$



$
1,737     45




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS

December 30,
    2007  1.
    Summary
    of Significant Accounting Policies  Organization
    and Nature of Operations
      Fiscal
    Year
    Use of
    Estimates
    Principles
    of Consolidation and Presentation
    Cash
    and Cash Equivalents
    Receivables
    Inventories
  first-in,
 46




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##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property
    and Equipment
            Goodwill
    and Intangibles Assets
    Goodwill
   47




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Intangible
    Assets
      Other
    Assets
    Accrued
    Insurance
    Lease
    Obligations
       48




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 13-1, Accounting for Rental Costs Incurred During a Construction
    Period.
  Other
    Liabilities
  Accounting for Conditional Asset Retirement Obligations.
    Unearned
    Revenue
    Revenue
    Recognition
     49




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Advertising
    Partner
    Bonus Expense, Imputed
    Preopening
    Expense
  No. 13-1, Accounting for Rental Costs Incurred During a Construction
    Period
  Partner
    Investment Expense
     50




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##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Taxes
  Accounting for
    Income Taxes.
        Share-Based
    Compensation
  Accounting for
    Stock Issued to Employees
  Share-Based Payment Share-Based Payment
 51




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for Stock-Based Compensation
  Year EndedJanuary 1,2006Net income, as reported

$
37,796Deduct: Fair value based compensation expense, net of related
    tax effects


(6,160
)Pro forma net income

$
31,636Net income per share:Basic, as reported

$
1.44Basic, pro forma

$
1.20Diluted, as reported

$
1.40Diluted, pro forma

$
1.17Weighted average shares used in computation:Basic


26,271Diluted


27,000     Year EndedDecember 30,


December 31,


January 1,2007


2006


2006Weighted average risk-free interest rate


4.7
%


4.9
%


4.1
%Expected life of options (years)


5.5



5.6



5.0Expected stock volatility


35.0
%


35.0
%


38.9
%Expected dividend yield


0.0
%


0.0
%


0.0
%     Transition Election Related to Accounting
    for the Tax Effects of Share-Based Payment Awards
  Income
    from Continuing Operations per Share
  Earnings per Share.
 52




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year EndedDecember 30,


December 31,


January 1,2007


2006


2006Numerator:Income from continuing operations

$
35,243


$
34,183


$
37,796Denominator:Basic: Weighted-average shares outstanding during the year


25,473



26,075



26,271Add: Dilutive effect of employee and director stock options


426



662



729Diluted


25,899



26,737



27,000Income from continuing operations per share:Basic

$
1.38


$
1.31


$
1.44Diluted

$
1.36


$
1.28


$
1.40   Fair
    Value of Financial Instruments
    Concentrations
    of Credit Risk
    Recent
    Accounting Pronouncements
  Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    No. 109
  Business Combinations
 53




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##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Noncontrolling Interests in Consolidated Financial
    Statements, an amendment of ARB No. 51
  No. FIN 48-1, Definition of Settlement in FASB Interpretation No. 48
  Fair Value Measurements FAS 157-b,
  2.
    Discontinued
    Operations       54




---



##### Table of Contents



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


Year EndedDecember 30,


December 31,2007


2006Revenues

$
2,560


$
742Loss from discontinued operations before income tax benefit


(1,714
)


(1,509
)Income tax benefit


587



579Loss from discontinued operations, net of tax, before asset
    impairment charge


(1,127
)


(930
)Asset impairment charge, net of tax


(2,053
)


Loss from discontinued operations, net of tax

$
(3,180
)

$
(930
)   3.
    Prepaids
    and Other Current Assets    December 30,


December 31,2007


2006Receivables

$
15,758


$
14,457Current portion of deferred tax asset


7,659



8,868Income taxes receivable


2,704



Prepaid rent


4,396



3,623Other


2,035



2,047Total prepaids and other current assets

$
32,552


$
28,995     4.
    Property
    and Equipment    December 30,


December 31,2007


2006Land

$
3,681


$
3,681Building and improvements


15,263



15,237Leasehold improvements


509,431



413,529Furniture, fixtures and equipment


146,344



116,867China and smallwares


15,287



11,326690,006



560,640Less: accumulated depreciation and amortization


(206,219
)


(159,288
)483,787



401,352Add: Construction in progress


36,358



20,418Property and equipment, net

$
520,145


$
421,770  55




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Intangible
    Assets    December 30,


December 31,2007


2006Intangible assets, gross

$
25,408


$
14,343Accumulated amortization


(3,404
)


(1,699
)Intangible assets, net

$
22,004


$
12,644       2008

$
1,9292009


1,9292010


1,9292011


1,9292012


1,914Thereafter


12,374Total

$
22,004   6.
    Accrued
    Expenses    December 30,


December 31,2007


2006Accrued payroll

$
20,100


$
18,099Sales and use tax payable


6,215



6,531Property tax payable


3,635



3,159Accrued insurance


13,831



13,701Accrued rent


4,136



3,708Other accrued expenses


11,342



10,650Total accrued expenses

$
59,259


$
55,848   7.
    Credit
    Facility   56




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          8.
    Long-Term
    Debt    December 30,


December 31,2007


2006Credit line borrowings (see Note 7)

$
85,000


$
12,000Unsecured promissory notes  related parties, maturing
    January 2007 through December 2009


6,509



4,130Unsecured promissory notes  non-related parties,
    maturing January 2007 through November 2009


4,947



3,010Other


1,304



70Total debt


97,760



19,210Less: current portion


6,932



5,487Total long-term debt

$
90,828


$
13,723    57




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008

$
6,9322009


4,6502010


632011


632012


63Thereafter


86,593Total


98,364Less: debt discount


(604
)Total debt

$
97,760   Note:
  9.
    Leases      December 30,


December 31,2007


2006Capital lease assets, gross

$
4,494


$
4,494Accumulated amortization


(2,048
)


(1,810
)Capital lease assets, net

$
2,446


$
2,684     December 30,


December 31,2007


2006Building

$
2,416


$
2,643Land


1,050



1,050Capital lease obligations

$
3,466


$
3,693    58




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 30,


December 31,


January 1,2007


2006


2006Minimum rent

$
31,285


$
25,680



20,819Contingent rent


9,626



8,886



8,193Total rent expense

$
40,911


$
34,566


$
29,012     OperatingCapital Leases


Leases


Total2008

$
416


$
42,242


$
42,6582009


416



43,479



43,8952010


416



43,776



44,1922011


416



43,319



43,7352012


416



42,462



42,878Thereafter


2,150



170,704



172,854Total minimum lease payments


4,230


$
385,982


$
390,212Less: Amount representing interest


1,847Present value of minimum lease payments

$
2,383       10.
    Preferred
    Stock and Common Stockholders Equity  Preferred
    Stock
    Stock
    Option Plans
  1996
    and 1997 Plans
   59




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##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1998
    Plan
    1999
    Plan
    2006
    Plan
   60




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Option
    valuation
    Year EndedDecember 30,


December 31,


January 1,2007


2006


2006Weighted average fair value of stock options granted

$
14.24


$
13.77


$
22.54Intrinsic value of stock options exercised

$
13,208


$
6,322


$
10,216Tax deductions for non-qualified stock option exercises

$
3,981


$
1,937


$
3,179   Option
    activity
    Outstanding OptionsWeighted-AverageWeighted-


Remaining


AggregateAverage Exercise


Contractual


IntrinsicShares


Price (per share)


Term


Value(1)(In thousands)(In years)Outstanding at January 2, 2005


2,471,230


$
29.92Granted


876,550



55.66Exercised


(285,269
)


21.30Forfeited (canceled)


(94,394
)


46.06Outstanding at January 1, 2006


2,968,117


$
37.84Granted


509,010



33.11Converted Pei Wei options


306,782



5.06Exercised


(211,318
)


14.54Forfeited (canceled)


(238,811
)


46.70Outstanding at December 31, 2006


3,333,780


$
35.01Granted


308,251



34.94Exercised


(439,924
)


12.78Forfeited (canceled)


(185,299
)


43.55Outstanding at December 30, 2007


3,016,808


$
37.72



6.3


$
4,765Options exercisable at December 30, 2007


1,975,114


$
36.03



5.4


$
4,674     (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. 61




---



##### Table of Contents



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


Options ExercisableWeighted- Average


Weighted-





Weighted-Number


Remaining


Average


Number


AverageRange of Exercise Prices

Outstanding


Contractual Life


Exercise Price


Exercisable


Exercise Price$ 1.20 - $10.00


144,865



3.1 years


$
5.61



141,997


$
5.57$10.01 - $15.00


140,047



2.2 years



13.16



133,792



13.08$15.01 - $20.00


246,251



3.3 years



18.72



246,251



18.72$20.01 - $25.00


2,168



4.0 years



24.39



2,168



24.39$25.01 - $30.00


11,430



4.4 years



29.10



11,430



29.10$30.01 - $35.00


872,256



7.6 years



31.50



360,665



31.19$35.01 - $40.00


142,980



6.9 years



38.43



112,476



38.59$40.01 - $45.00


406,836



6.8 years



43.73



258,965



43.75$45.01 - $50.00


328,951



5.8 years



46.47



250,305



46.40$50.01 - $59.11


721,024



7.1 years



55.62



457,065



54.89   Restricted
    stock activity
      Restricted Share AwardsWeighted-AverageGrant-DateFair ValueShares


(per share)Restricted share awards outstanding at January 1, 2006





$
Granted


102,700



30.43Vested






Forfeited (canceled)


(6,300
)


30.05Restricted share awards outstanding at December 31, 2006


96,400



30.46Granted


128,922



33.84Vested






Forfeited (canceled)


(27,420
)


30.97Restricted share awards outstanding at December 30, 2007


197,902


$
32.59     Share-based
    compensation expense
   62




---



##### Table of Contents



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


Year EndedDecember 30,


December 31,2007


2006Labor

$
906


$
956General and administrative


9,606



7,985Total share-based compensation


10,512



8,941Less: tax benefit


(2,481
)


(2,562
)Total share-based compensation, net of tax

$
8,031


$
6,379     2001
    Pei Wei Plan and minority interest purchase
    Key
    Employee Stock Purchase Plan
    Employee
    Stock Purchase Plan
   63




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Share
    Repurchase Program
      11.
    Benefit
    Plans  401(k)
    Plan
    401(k)
    Restoration Plan
   64




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. 97-14, Accounting for Deferred Compensation Arrangements Where
    Amounts Are Held in a Rabbi Trust and Invested,
  12.
    Employment
    Agreements      13.
    Partnership
    Structure   65




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          December 30,


December 31,2007


2006Total number of partners


112



223Partnership interests purchased during the year


256



44Purchase price of partnership interests purchased (in thousands):Cash

$
13,032


$
3,342Debt


11,732



1,875Total

$
24,764


$
5,217  66




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    Income
    Taxes    Year EndedDecember 30,


December 31,


January 1,2007


2006


2006Federal:Current

$
4,506


$
16,075


$
12,230Deferred


5,853



(5,173
)


1,538Total Federal

$
10,359


$
10,902


$
13,768State:Current

$
1,498


$
3,593


$
2,895Deferred


(294
)


(783
)


279Total State

$
1,204


$
2,810


$
3,174Total income tax expense

$
11,563


$
13,712


$
16,942     Year EndedDecember 30,


December 31,


January 1,2007


2006


2006Income tax expense at federal statutory rate


35.0
%


35.0
%


35.0
%State taxes, net of federal expense


2.6
%


3.8
%


3.8
%Share-based compensation expense


(0.1
)%


0.5
%


0.0
%FICA tip credit


(12.1
)%


(9.9
)%


(7.7
)%Other, net


(0.7
)%


(0.8
)%


(0.1
)%Total effective rate


24.7
%


28.6
%


31.0
%  67




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 30,


December 31,2007


2006Deferred tax assets:Preopening expenses

$
2,750


$
1,842FICA and AMT credit carryforwards


335



3,398Goodwill and intangibles


8,391



8,342Unearned compensation


3,921



5,193Insurance


5,289



5,249Share-based compensation expense


6,387



3,102Other


3,081



1,024Straight line rent


1,360



814Total deferred tax assets

$
31,514


$
28,964Deferred tax liabilities:Depreciation on property and equipment

$
28,067


$
20,851Net deferred tax assets before valuation allowance

$
3,447


$
8,113Less: valuation allowance


(101
)


Net deferred tax assets

$
3,346


$
8,113        68




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Beginning balance on January 1, 2007

$
1,411Decreases attributable to tax positions taken during prior
    periods


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


155Decreases related to settlements with taxing authorities


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


(193
)Ending balance on December 30, 2007

$
1,175       15.
    Commitments
    and Contingencies  Purchase
    Obligations
  12-month
  Litigation
    and other
    16.
    Segment
    Reporting   69




---



##### Table of Contents



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


Shared Services


Bistro


Pei WeiFiscal Year 2007Revenues

$
1,092,722


$



$
849,743


$
242,979Income (loss) from continuing operations before provision for
    income taxes


46,806



(32,358
)


80,237



(1,073
)Capital expenditures


151,553



157



111,248



40,148Depreciation and amortization


56,832



1,416



42,294



13,122Total assets


622,630



36,813



467,659



118,158Goodwill


6,819







6,566



253Fiscal Year 2006Revenues

$
936,864


$



$
756,634


$
180,230Income (loss) from continuing operations before provision for
    income taxes


47,895



(25,691
)


73,141



445Capital expenditures


114,330



3,848



76,853



33,629Depreciation and amortization


44,793



1,137



34,451



9,205Total assets


514,045



29,755



395,263



89,027Goodwill


6,819







6,566



253Fiscal Year 2005Revenues

$
809,153


$



$
675,204


$
133,949Income (loss) from continuing operations before provision for
    income taxes


54,738



(18,003
)


70,080



2,661Capital expenditures


93,792



5,897



65,251



22,644Depreciation and amortization


36,950



880



30,093



5,977   17.
    Interim
    Financial Results (Unaudited)    Fiscal 2007


Fiscal 2006First


Second


Third


Fourth


First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Quarter


Quarter


Quarter


QuarterRevenues

$
263,684


$
266,823


$
270,282


$
291,933


$
228,613


$
225,981


$
231,024


$
251,246Income before provision for income taxes


14,756



13,037



7,221



11,792



14,113



10,905



9,495



13,382Income from continuing operations


10,758



9,630



5,603



9,252



9,962



8,294



6,891



9,036Loss from discontinued operations, net of tax


(293
)


(353
)


(328
)


(2,206
)


(149
)


(205
)


(305
)


(271
)Net income


10,465



9,277



5,275



7,046



9,813



8,089



6,586



8,765Basic income from continuing operations per share


0.42



0.37



0.22



0.37



0.38



0.31



0.27



0.36 70




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal 2007


Fiscal 2006First


Second


Third


Fourth


First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Quarter


Quarter


Quarter


QuarterBasic net income per share


0.41



0.36



0.20



0.28



0.37



0.30



0.25



0.35Diluted income from continuing operations per share


0.41



0.37



0.21



0.37



0.37



0.30



0.26



0.35Diluted net income per share


0.40



0.36



0.20



0.28



0.36



0.30



0.25



0.34Basic weighted average shares outstanding


25,488



25,708



25,773



24,923



26,485



26,546



26,000



25,269Diluted weighted average shares outstanding


26,046



26,129



26,105



25,257



27,239



27,258



26,558



25,893  71




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosures    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  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.
  Internal Control 
    Integrated Framework. Internal Control  Integrated
    Framework.
    Change in Internal Control Over Financial
    Reporting
  Item 9B.
    Other
    Information   72




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##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework,
         73




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##### 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
  Securities Authorized for Issuance Under Equity Compensation
    Plans.
  Number of SharesRemainingAvailable forNumber of Shares


Weighted


Future Issuanceto Be Issued


Average Exercise


Under EquityUpon Exercise


Price of


Compensationof Outstanding


Outstanding


PlansPlan Category

Options


Options


(1)Equity compensation plans approved by shareholders(a)


2,829,563


$
38.16



1,395,708
(c)Equity compensation plans not approved by shareholders(b)


187,245


$
31.18



35,603Total


3,016,808







1,431,311     (a)
    
    Consists of five P.F. Changs stock plans: 1996 Stock
    Option Plan, 1997 Restaurant Management Stock Option Plan,
    Second Amended and Restated 1998 Stock Option Plan, 1998
    Employee Stock Purchase Plan and 2006 Equity Incentive Plan.(b)
    
    Consists of P.F. Changs China Bistro 1999 Nonstatutory
    Stock Option Plan (the 1999 Plan), which provides
    for discretionary grants of nonqualified stock options to the
    Companys employees. The 1999 Plan prohibits grants to
    officers or directors. A total of 800,000 shares of common
    stock have been reserved for issuance under the 1999 Plan. The
    option price per share may not be less than 100 percent of
    the fair market value of a share of common stock on the grant
    date. The Companys Compensation Committee has the
    authority to, among other things, determine the vesting schedule
    for each option granted. All options expire within
    10 years. See Notes to Consolidated Financial
    Statements, Note 10  Stock Option Plans.(c)
    
    Includes 355,731 shares reserved for issuance under the
    1998 Employee Stock Purchase Plan.    2007


2006


2005Net grants during the period as a % of outstanding shares


0.5
%


1.1
%


3.0
%Grants to named executive officers* as a % of total options
    granted


42.1
%


68.1
%


23.8
%Grants to named executive officers* as a % of outstanding shares


0.5
%


1.4
%


0.8
%Cumulative options held by named executive officers* as a % of
    total options outstanding


41.6
%


40.3
%


37.8
%  74




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##### Table of Contents



*
    
    Named executive officers are defined by the SEC for inclusion in
    the Proxy Statement. Named executive officers include our Chief
    Executive Officer (CEO), our Chief Financial Officer and each of
    the three other most highly compensated executive officers
    serving at the end of the fiscal year ended December 30,
    2007. Fiscal 2006 includes our CEO, our Chief Financial Officer
    and each of the three other most highly compensated executive
    officers and one additional individual for whom disclosure would
    have been provided but for the fact that she was not serving as
    an executive officer at the end of fiscal 2006. Fiscal 2005
    includes our CEO and each of the four other most highly
    compensated executive officers and one additional individual for
    whom disclosure would have been provided but for the fact that
    he was not serving as an executive officer at the end of fiscal
    2005.  Regulation S-K
  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.
 75




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##### 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(3)

1998 Employee Stock Purchase Plan.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
.18(7)

Employment Agreement between Richard L. Federico and the
    Company, as amended, dated June 30, 2005.10
.19(7)

Employment Agreement between Robert T. Vivian and the Company,
    as amended, dated June 30, 2005.10
.20(7)

Employment Agreement by and among Russell Owens, Pei Wei Asian
    Diner, Inc. and the Company, as amended, dated June 30, 2005.10
.21(7)

Employment Agreement between R. Michael Welborn and the Company
    dated June 30, 2005.10
.23(8)

Key Employee Stock Purchase Plan and forms of Agreement
    thereunder.10
.24(9)

Employment Agreement between Mark Mumford and the Company dated
    May 5, 2006.10
.25(9)

2006 Equity Incentive Plan.10
.26(9)

Amended and Restated 1998 Stock Option Plan.10
.27(11)

2007 Credit Agreement dated August 31, 2007.16 (10)


Letter regarding change in certifying accountant.21
.1

List of Subsidiaries.23
.1

Consent of KPMG LLP, Independent Registered Public Accounting
    Firm.23
.2

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 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 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.(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 8-K
    dated June 30, 2005.(8)
    
    Incorporated by reference to the Registrants
    Form S-8
    dated January 31, 2005.(9)
    
    Incorporated by reference to the Registrants
    Form 8-K
    dated May 4, 2006.(10)
    
    Incorporated by reference to the Registrants
    Form 8-K
    dated June 16, 2006.(11)
    
    Incorporated by reference to the Registrants
    Form 10-Q,
    dated October 26, 2007. 76




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##### Table of Contents



SIGNATURES
      By:
    /s/  RICHARD
    L. FEDERICO   Chairman and Chief Executive Officer
  POWER OF
    ATTORNEY
      Signature

Title

DateBy:

/s/  RICHARD
    L. FEDERICORichard
    L. Federico

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

February 15, 2008By:

/s/  MARK
    D. MUMFORDMark
    D. Mumford

Chief Financial Officer (Principal Financial and Accounting
    Officer)

February 15, 2008By:

/s/  KENNETH
    J. WESSELSKenneth
    J. Wessels

Director

February 15, 2008By:

/s/  R.
    MICHAEL WELBORNR.
    Michael Welborn

Executive Vice President, Chief Administrative Officer and
    Director

February 15, 2008By:

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

Director

February 15, 2008By:

/s/  F.
    LANE CARDWELL, JR.F.
    Lane Cardwell, Jr.

Director

February 15, 2008By:

/s/  M.
    ANN RHOADESM.
    Ann Rhoades

Director

February 15, 2008 77




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##### Table of Contents



Signature

Title

DateBy:

/s/  LESLEY
    H. HOWELesley
    H. Howe

Director

February 15, 2008By:

/s/  KENNETH
    A. MAYKenneth
    A. May

Director

February 15, 2008  78




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##### 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(3)

1998 Employee Stock Purchase Plan.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
.18(7)

Employment Agreement between Richard L. Federico and the
    Company, as amended, dated June 30, 2005.10
.19(7)

Employment Agreement between Robert T. Vivian and the Company,
    as amended, dated June 30, 2005.10
.20(7)

Employment Agreement by and among Russell Owens, Pei Wei Asian
    Diner, Inc. and the Company, as amended, dated June 30, 2005.10
.21(7)

Employment Agreement between R. Michael Welborn and the Company
    dated June 30, 2005.10
.23(8)

Key Employee Stock Purchase Plan and forms of Agreement
    thereunder.10
.24(9)

Employment Agreement between Mark Mumford and the Company dated
    May 5, 2006.10
.25(9)

2006 Equity Incentive Plan.10
.26(9)

Amended and Restated 1998 Stock Option Plan.10
.27(11)

2007 Credit Agreement dated August 31, 2007.16(10)


Letter regarding change in certifying accountant.21
.1

List of Subsidiaries.23
.1

Consent of KPMG LLP, Independent Registered Public Accounting
    Firm.23
.2

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 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 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.(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 8-K
    dated June 30, 2005.(8)
    
    Incorporated by reference to the Registrants
    Form S-8
    dated January 31, 2005.(9)
    
    Incorporated by reference to the Registrants
    Form 8-K
    dated May 4, 2006.(10)
    
    Incorporated by reference to the Registrants
    Form 8-K
    dated June 16, 2006.(11)
    
    Incorporated by reference to the Registrants
    Form 10-Q,
    dated October 26, 2007. 79