##### 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 2, 2011oro


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission File Number: 0-25123
  P.F. Changs China Bistro,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

86-0815086(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification No.)7676 East Pinnacle Peak Road

85255Scottsdale, AZ

(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 o
  *
    
    The registrant has not yet been phased into the interactive data
    requirements.  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   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.


Removed and Reserved


16PART II5.


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


176.


Selected Financial Data


187.


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


197A.


Quantitative and Qualitative Disclosures About
    Market Risk


438.


Financial Statements and Supplementary Data


459.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


839A.


Controls and Procedures


839B.


Other Information


83PART III10.


Directors, Executive Officers and Corporate
    Governance


8511.


Executive Compensation


8512.


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


8513.


Certain Relationships and Related Transactions,
    and Director Independence


8514.


Principal Accounting Fees and Services


85PART IV15.


Exhibits, Financial Statement Schedules


85EX-21.1EX-23.1EX-31.1EX-31.2EX-31.3EX-32.1EX-32.2EX-32.3   2




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##### Table of Contents



PART I  Item 1.
    Business  General
          Concept
    and Strategy
     3




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##### Table of Contents



Menu
  Bistro
  fan tsai, Fan tsai
        Pei
    Wei
  made-to-order
     4




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Operations
  Bistro
  day-to-day
        Pei
    Wei
  day-to-day
        Global
    Brand Development
  International
     5




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##### Table of Contents



Retail
    Marketing
  word-of-mouth word-of-mouth
    Management
    Information Systems
  point-of-sale point-of-sale point-of-sale
  Supply
    Chain Management
       6




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##### Table of Contents



Competition
      Employees
    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 growth and stock price.
   7




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
    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:  
    unfavorable general economic conditions in the markets in which
    we operate, including, but not limited to, higher unemployment
    rates, downturns in the housing market, lower disposable income
    due to general price inflation, lower consumer confidence,
    higher interest rates, and other events or factors that
    adversely affect consumer spending;
    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;
    customers trading down to lower priced items
    and/or
    shifting to competitors with lower priced products;
    changes in consumer preferences or declines in general consumer
    demand for Asian menu items; and
    unsuccessful marketing programs.  
    expense fluctuations that are either wholly or partially beyond
    our control, such as:  
    costs for commodities;
    material interruptions in our supply chain, such as a material
    interruption of ingredient supply due to the failure of
    third-party suppliers, or interruptions in service by common
    carriers that ship goods within our distribution channels;
    labor costs such as increased healthcare costs and general
    market wage levels;
    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;
    costs of opening, closing or relocating our restaurants;
    litigation against the Company, particularly class action
    lawsuits;
    information technology costs and other logistical resources
    necessary to maintain and support the global growth of our
    business; and
    increased employee training costs due to turnover.    Damage
    to our brands or reputation could negatively impact our
    business.
   8




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##### Table of Contents



multi-unit
    Development
    is critical to our long-term success.
    
    identification and availability of suitable locations;
    competition for restaurant sites in new and existing markets;
    timely negotiation of favorable lease arrangements;
    management of the costs of construction and development of new
    restaurants, including materials and skilled labor;
    securing required governmental construction, zoning or other
    approvals and permits;
    management of modifications in design to the size and scope of
    the projects or other unforeseen engineering problems;
    recruitment of qualified operating personnel, including
    managers, chefs, kitchen staff and wait staff;
    timely development of commercial, residential, street or highway
    construction near our restaurants;
    timely opening and continuing operations of other tenants at
    retail centers in which we are located;
    weather conditions; and
    general economic conditions, including those arising from the
    current economic down turn.    We are
    impacted by changes in general economic conditions and are
    dependent on sales concentrated in certain geographic
    areas.
   9




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Intense
    competition in the restaurant industry could prevent us from
    increasing or sustaining our revenues and
    profitability.
      and/or
  Changes
    in government legislation may increase our labor costs and have
    a material adverse effect on our business and financial
    results.
     10




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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
 11




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Our
    failure to comply with governmental regulations could harm our
    business and our reputation.
              and/or
   12




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Changes
    in food costs or availability could negatively impact our
    revenues and results of operations.
    Our
    inability to retain key personnel could negatively impact our
    business.
      Federal,
    state and local tax rules can adversely impact our results of
    operations and financial position.
       13




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Fluctuating
    insurance requirements and costs could negatively impact our
    profitability and projections.
      The
    seasonality of our business could result in fluctuations in our
    financial performance.
    We
    could be adversely impacted if our information technology and
    computer systems do not perform properly.
  point-of-sale
  Special
    Note Regarding Forward-Looking Statements
  Form 10-K Form 10-K,
  Item 1B.
    Unresolved
    Staff Comments   14




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Item 2.
    Properties    State

Bistro


Pei Wei


TotalAlabama


2







2Arizona


9



19



28Arkansas


2



1



3California


37



14



51Colorado


7



6



13Connecticut


2







2Florida


15



19



34Georgia


5







5Idaho


1







1Illinois


5



1



6Indiana


2







2Iowa


1







1Kansas


1



3



4Kentucky


2







2Louisiana


2







2Massachusetts


6







6Maryland


7



2



9Michigan


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


18



53



71Utah


2



4



6Virginia


6



5



11Washington


5







5Wisconsin


2







2201



168



369  15




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##### Table of Contents



Expansion
    Strategy and Site Selection
    Form 10-K,
        Item 3.
    Legal
    Proceedings    Item 4.
    Removed
    and Reserved 16




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##### Table of Contents



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

High

Low

DeclaredMarch 29, 2009

$
25.49


$
16.51



June 28, 2009

$
34.49


$
21.73



September 27, 2009

$
36.98


$
29.56



January 3, 2010

$
39.57


$
29.18



April 4, 2010

$
45.30


$
35.50


$
0.17July 4, 2010

$
48.43


$
38.51


$
0.25October 3, 2010

$
48.37


$
37.36


$
0.21January 2, 2011

$
53.39


$
44.55


$
0.29       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


ProgramsOctober 4, 2010  November 7, 2010


128,100


$
47.34



128,100


$
68,001,713November 8, 2010  December 5, 2010


95,900


$
48.09



95,900


$
63,389,882December 6, 2010  January 2, 2011


82,400


$
51.20



82,400


$
59,171,002Total


306,400







306,400


$
59,171,002  17




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Fiscal Year(1)2010


2009


2008


2007


2006(In thousands, except per share amounts)Statement of Income Data:Revenues

$
1,242,799


$
1,228,179


$
1,198,124


$
1,084,193


$
932,116Costs and expenses:Cost of sales


324,731



326,421



325,630



297,242



254,923Labor


410,000



401,583



396,911



364,074



307,573Operating


208,294



203,859



198,967



172,147



145,309Occupancy


73,707



70,635



69,809



62,164



51,958General and administrative


81,883



82,749



77,488



66,968



56,030Depreciation and amortization


77,486



74,429



68,711



55,988



44,378Preopening expense


1,976



3,919



8,457



14,310



11,922Partner investment expense


(318
)


(629
)


(354
)


(2,012
)


4,371Total costs and expenses


1,177,759



1,162,966



1,145,619



1,030,881



876,464Income from operations


65,040



65,213



52,505



53,312



55,652Interest and other income (expense), net


(572
)


(1,637
)


(3,362
)


(100
)


1,315Income from continuing operations before taxes


64,468



63,576



49,143



53,212



56,967Provision for income taxes


(17,122
)


(18,492
)


(12,193
)


(12,420
)


(14,078
)Income from continuing operations, net of tax


47,346



45,084



36,950



40,792



42,889Income (loss) from discontinued operations, net of tax(2)(3)


46



(479
)


(7,591
)


(4,560
)


(1,520
)Net income


47,392



44,605



29,359



36,232



41,369Less net income attributable to noncontrolling interests


784



1,408



1,933



4,169



8,116Net income attributable to PFCB

$
46,608


$
43,197


$
27,426


$
32,063


$
33,253Income from continuing operations attributable to PFCB common
    stockholders per share:Basic

$
2.05


$
1.90


$
1.47


$
1.44


$
1.33Diluted

$
2.01


$
1.87


$
1.45


$
1.41


$
1.30Weighted average shares used in computation:Basic


22,689



22,986



23,776



25,473



26,075Diluted


23,115



23,413



24,080



25,899



26,737Cash dividends declared per share

$
0.92


$



$



$



$
Amounts attributable to PFCB:Income from continuing operations, net of tax

$
46,562


$
43,676


$
35,017


$
36,623


$
34,773Income (loss) from discontinued operations, net of tax


46



(479
)


(7,591
)


(4,560
)


(1,520
)Net income attributable to PFCB

$
46,608


$
43,197


$
27,426


$
32,063


$
33,253   18




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##### Table of Contents



As of

As of

As of

As of

As ofJanuary 2,

January 3,

December 28,

December 30,

December 31,2011

2010

2008

2007

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

$
71,452


$
63,499


$
40,951


$
24,055


$
31,589Total assets


634,689



652,150



667,363



622,630



514,045Long-term debt


1,195



1,212



82,496



90,828



13,723Total PFCB common stockholders equity


359,494



335,349



320,826



293,887



289,525     (1)
    
    We operate on a 52/53-week year, with the fiscal year ending on
    the Sunday closest to December 31. Fiscal years 2010, 2008,
    2007, and 2006 each were comprised of 52 weeks. Fiscal year
    2009 was comprised of 53 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.(3)
    
    As a result of our decision to close ten Pei Wei stores in
    fiscal 2008, the results of those ten Pei Wei stores (including
    related asset impairment, lease termination and severance
    charges recognized during fiscal 2010, 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
   19




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Global
    Brand Development
    International
    and Other Venues
      Retail
    Other
    Ventures
    Our
    Strategy
       20




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##### Table of Contents



Our
    Challenges
    value-to-price
      Our
    2010 Financial Results
  
    Consolidated revenue growth of 1.2 percent to
    $1.2 billion, primarily due to sales from new restaurant
    openings, an increase in the average ticket at Pei Wei
    restaurants and an increase in guest traffic at both Bistro and
    Pei Wei restaurants, partially offset by the impact of one fewer
    operating week in fiscal 2010;
    A 1.4 percent decline in consolidated operating margins
    resulting from a decline at the Bistro due to labor
    inefficiencies from the happy hour menu roll-out partially
    offset by a slight increase at Pei Wei primarily due to labor
    efficiencies;
    A 6.6 percent increase in income from continuing
    operations, net of tax, to $46.6 million primarily due to
    lower preopening expense, lower cost of sales and the net
    benefit of discrete items in income tax expense;
    A 7.5 percent increase in diluted income per share from
    continuing operations attributable to PFCB to $2.01 due to a
    6.6 percent increase in income from continuing operations,
    net of tax, combined with the benefit of lower diluted shares
    outstanding, principally resulting from share
    repurchases; and
    Four new Bistro openings and two new Pei Wei openings.  Our
    2011 Outlook
   21




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##### Table of Contents



2011
    Development
  Bistro
    Pei
    Wei
    Global
    Brand Development
    Operating
    Statistics
    
    Average weekly sales represent an average sales amount per
    restaurant and helps gauge the changes in traffic, pricing and
    brand development. 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 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 22




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##### Table of Contents



restaurants. We believe return on invested capital is a critical
    indicator in evaluating our ability to create long-term value
    for our shareholders.    Revenues(1)


Average Weekly SalesYear of Unit Opening

Units


2010


2009


2008


2010


2009


2008BistroPre-2002


64


$
337,558


$
350,057


$
365,577


$
101,430


$
103,201


$
110,2132002


14



64,559



66,106



68,872



88,681



89,092



94,6032003


18



90,234



91,914



95,740



96,404



96,346



102,2872004


18



74,745



75,539



78,853



79,856



79,181



84,2452005


18



74,966



76,653



79,875



80,092



80,349



85,3372006


20



86,487



87,267



90,702



83,160



82,327



87,2142007


20



90,008



91,726



98,756



86,546



86,534



94,9582008


17



68,518



72,868



41,369



77,509



80,875



94,0192009


8



34,170



13,152







82,139



98,887



2010


4



7,982











97,337







Total Bistro


201


$
929,227


$
925,282


$
919,744


$
89,989


$
91,161


$
98,127Pei Wei(2)Pre-2002


5


$
10,447


$
10,479


$
10,529


$
40,179


$
39,543


$
40,4972002


11



21,010



21,460



21,475



36,731



36,810



37,5432003


17



33,979



34,342



33,982



38,437



38,115



38,4402004


19



38,983



39,583



39,357



39,456



39,307



39,8362005


23



43,802



43,761



42,598



36,624



35,899



35,6182006


27



51,867



51,555



49,197



36,942



36,028



35,0412007


32



54,383



54,179



52,792



32,682



31,945



31,7262008


25



40,984



40,841



28,231



31,526



30,824



34,0532009


7



11,922



6,479







32,754



36,198



2010


2



2,695











38,505







Total Pei Wei


168


$
310,072


$
302,679


$
278,161


$
35,632


$
35,171


$
35,675     (1)
    
    Fiscal 2010 and 2008 were each comprised of 52 weeks, and
    fiscal 2009 was comprised of 53 weeks.(2)
    
    Reflects revenues and average weekly sales for Pei Wei
    continuing operations only.    Critical
    Accounting Policies
    Share-Based
    Compensation
     23




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Impairment
    of Long-Lived Assets
        Income
    Taxes
   24




---



##### Table of Contents



Lease
    Obligations
          Self
    Insurance
   25




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##### Table of Contents



Partnership
    Structure
        multi-unit
  Results
    of Operations
    and/or
 26




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##### Table of Contents



Fiscal
    2010 compared to Fiscal 2009
    Fiscal Year2010


% of Revenues


2009


% of Revenues


Change


% ChangeRevenues

$
1,242,799



100.0
%

$
1,228,179



100.0
%

$
14,620



1.2
%Costs and expenses:Cost of sales


324,731



26.1
%


326,421



26.6
%


(1,690
)


(0.5
)%Labor


410,000



33.0
%


401,583



32.7
%


8,417



2.1
%Operating


208,294



16.8
%


203,859



16.6
%


4,435



2.2
%Occupancy


73,707



5.9
%


70,635



5.8
%


3,072



4.3
%General and administrative


81,883



6.6
%


82,749



6.7
%


(866
)


(1.0
)%Depreciation and amortization


77,486



6.2
%


74,429



6.1
%


3,057



4.1
%Preopening expense


1,976



0.2
%


3,919



0.3
%


(1,943
)


(49.6
)%Partner investment expense


(318
)


(0.0
)%


(629
)


(0.1
)%


311



(49.4
)%Total costs and expenses


1,177,759



94.8
%


1,162,966



94.7
%


14,793



1.3
%Income from operations


65,040



5.2
%


65,213



5.3
%


(173
)


(0.3
)%Interest and other income (expense), net


(572
)


(0.0
)%


(1,637
)


(0.1
)%


1,065



(65.1
)%Income from continuing operations before taxes


64,468



5.2
%


63,576



5.2
%


892



1.4
%Provision for income taxes


(17,122
)


(1.4
)%


(18,492
)


(1.5
)%


1,370



(7.4
)%Income from continuing operations, net of tax


47,346



3.8
%


45,084



3.7
%


2,262



5.0
%Income (loss) from discontinued operations, net of tax


46



0.0
%


(479
)


0.0
%


525



Net income


47,392



3.8
%


44,605



3.6
%


2,787



6.2
%Less net income attributable to noncontrolling interests


784



0.1
%


1,408



0.1
%


(624
)


(44.3
)%Net income attributable to PFCB

$
46,608



3.8
%

$
43,197



3.5
%

$
3,411



7.9
%       Fiscal Year% of



% of2010

Revenues

2009

Revenues

Change

% ChangeRevenues

$
929,372



100.0
%

$
925,321



100.0
%

$
4,051



0.4
%Costs and expenses:Cost of sales


241,768



26.0
%


244,816



26.5
%


(3,048
)


(1.2
)%Labor


308,161



33.2
%


300,775



32.5
%


7,386



2.5
%Operating


153,087



16.5
%


150,883



16.3
%


2,204



1.5
%Occupancy


52,504



5.6
%


50,186



5.4
%


2,318



4.6
%Depreciation and amortization


56,434



6.1
%


54,521



5.9
%


1,913



3.5
%Preopening expense


1,467



0.2
%


2,835



0.3
%


(1,368
)


(48.3
)%Partner investment expense










(236
)


0.0
%


236



(100.0
)%Net income attributable to noncontrolling interests


296



0.0
%


538



0.1
%


(242
)


(45.0
)%  27




---



##### Table of Contents



Fiscal Year% of



% of2010

Revenues

2009

Revenues

Change

% ChangeRevenues

$
310,131



100.0
%

$
302,724



100.0
%

$
7,407



2.4
%Costs and expenses:Cost of sales


82,963



26.8
%


81,605



27.0
%


1,358



1.7
%Labor


101,839



32.8
%


100,808



33.3
%


1,031



1.0
%Operating


55,207



17.8
%


52,976



17.5
%


2,231



4.2
%Occupancy


21,203



6.8
%


20,449



6.8
%


754



3.7
%Depreciation and amortization


18,942



6.1
%


18,103



6.0
%


839



4.6
%Preopening expense


509



0.2
%


1,084



0.4
%


(575
)


(53.0
)%Partner investment expense


(318
)


(0.1
)%


(393
)


(0.1
)%


75



(19.1
)%Net income attributable to noncontrolling interests


488



0.2
%


870



0.3
%


(382
)


(43.9
)%   Revenues
    Bistro:
  Pei Wei:
  Costs and
    Expenses
  Cost of
    Sales
    Bistro:
  Pei Wei:
  Labor
   28




---



##### Table of Contents



Bistro:
    Pei Wei:
    Operating
    Bistro:
    Pei Wei:
    Occupancy
    Bistro:
   29




---



##### Table of Contents



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




---



##### Table of Contents



Bistro:
  Pei Wei:
  Partner
    Investment Expense
    Bistro:
  Pei Wei:
  Interest
    and Other Income (Expense), Net
      Provision
    for Income Taxes
     31




---



##### Table of Contents



Income
    (Loss) from Discontinued Operations, Net of Tax
  Loss from
    Discontinued Operations, Net of Tax
  Net
    Income Attributable to Noncontrolling Interests
    Bistro:
  Pei Wei:
 32




---



##### Table of Contents



Fiscal
    2009 compared to Fiscal 2008
    Fiscal Year% of





% of2009


Revenues


2008


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
%    33




---



##### 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:
 34




---



##### Table of Contents



Costs and
    Expenses
  Cost of
    Sales
    Bistro:
  Pei Wei:
  Labor
    Bistro:
    Pei Wei:
    Operating
    Bistro:
   35




---



##### Table of Contents



Pei Wei:
    Occupancy
    Bistro:
    Pei Wei:
    General
    and Administrative
    Depreciation
    and Amortization
    Bistro:
 36




---



##### Table of Contents



Pei Wei:
    Preopening
    Expense
    Bistro:
  Pei Wei:
  Partner
    Investment Expense
    Bistro:
  Pei Wei:
  Interest
    and Other Income (Expense), Net
    Provision
    for Income Taxes
     37




---



##### Table of Contents



Loss
    from Discontinued Operations, Net of Tax
        Net
    Income Attributable to Noncontrolling Interests
    Bistro:
  Pei Wei:
 38




---



##### Table of Contents



Quarterly
    Results
    Fiscal 2010(1)


Fiscal 2009(1)First


Second


Third


Fourth


First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Quarter


Quarter


Quarter


QuarterRevenues, in thousands

$
310,371


$
312,838


$
308,410


$
311,180


$
309,837


$
301,360


$
290,329


$
326,653Costs and expenses:Cost of sales


27.1
%


26.1
%


25.4
%


25.9
%


26.8
%


26.4
%


26.3
%


26.7
%Labor


33.7



32.7



32.9



32.7



32.5



32.6



33.0



32.8Operating


17.0



16.5



16.9



16.7



16.4



16.2



17.5



16.4Occupancy


5.7



5.9



6.0



6.0



5.6



5.8



6.1



5.6General and administrative


6.1



6.3



7.5



6.4



6.4



6.8



7.0



6.7Depreciation and amortization


6.1



6.2



6.3



6.4



6.0



6.2



6.6



5.6Preopening expense


0.0



0.3



0.2



0.1



0.2



0.2



0.5



0.4Partner investment expense


0.0



0.0



0.0



(0.0
)


(0.1
)


0.0



0.0



0.0Total costs and expenses


95.8



94.0



95.2



94.1



93.7



94.1



97.0



94.2Income from operations


4.2



6.0



4.8



5.9



6.3



5.9



3.0



5.8Interest and other income (expense), net


(0.1
)


(0.2
)


0.1



0.1



(0.3
)


(0.1
)


0.0



(0.1
)Income from continuing operations before taxes


4.1



5.8



4.9



6.0



6.0



5.8



3.1



5.7Provision for income taxes


(1.2
)


(1.6
)


(1.4
)


(1.2
)


(1.6
)


(1.7
)


(0.9
)


(1.8
)Income from continuing operations, net of tax


2.9



4.2



3.4



4.8



4.4



4.1



2.2



3.8Income (loss) from discontinued operations, net of tax


0.0



0.0



0.0



0.0



0.0



(0.2
)


0.0



0.0Net income


2.9



4.2



3.4



4.8



4.4



3.9



2.2



3.9Less net income attributable to noncontrolling interests


0.1



0.1



0.1



0.1



0.1



0.1



0.1



0.2Net income attributable to PFCB


2.8
%


4.1
%


3.4
%


4.7
%


4.3
%


3.9
%


2.1
%


3.7
%      39




---



##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    Flow
      2010


2009


2008Net cash provided by operating activities

$
122,222


$
160,419


$
139,753Net cash used in investing activities


(42,348
)


(50,118
)


(87,886
)Net cash used in financing activities


(71,921
)


(87,753
)


(34,971
)Net increase in cash and cash equivalents

$
7,953


$
22,548


$
16,896   Operating
    Activities
    Investing
    Activities
   40




---



##### Table of Contents



SharedServices andTotal


Other


Bistro


Pei WeiFiscal 2010New company restaurants

$
14,044


$



$
11,440


$
2,604Existing company restaurants and support


23,047



2,788



14,476



5,783Total capital expenditures

$
37,091


$
2,788


$
25,916


$
8,387Repairs and maintenance expense

$
15,444


$
21


$
12,136


$
3,287Fiscal 2009New company restaurants

$
24,692


$



$
19,633


$
5,059Existing company restaurants and support


25,173



2,748



16,547



5,878Total capital expenditures

$
49,865


$
2,748


$
36,180


$
10,937Repairs and maintenance expense

$
15,372


$
28


$
12,142


$
3,202Fiscal 2008New company restaurants

$
65,427


$



$
48,165


$
17,262Existing company restaurants and support


21,751



2,450



17,381



1,920Total capital expenditures

$
87,178


$
2,450


$
65,546


$
19,182Repairs and maintenance expense

$
12,718


$
21


$
10,363


$
2,334     Financing
    Activities
   41




---



##### Table of Contents



Future
    Capital Requirements
      Credit
    Facility
      Share
    Repurchase Program
      Cash
    Dividends
     42




---



##### Table of Contents



Partnership
    Activities
      Purchase
    Commitments
    Payments Due by PeriodLess








GreaterThan


1-3


3-5


ThanTotal


1 Year


Years


Years


5 YearsLong-term debt

$
1,720


$
63


$
126


$
128


$
1,403Operating leases


317,174



50,398



96,343



78,385



92,048Capital leases


2,913



416



832



832



833Purchase obligations


259,659



162,612



96,955



92



Total

$
581,466


$
213,489


$
194,256


$
79,437


$
94,284     Other
    Commitments
    New
    Accounting Standards
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Commodities
    Prices
   43




---



##### Table of Contents



Cash-Settled
    Awards
   44




---



##### 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


46Consolidated Balance Sheets at January 2,
    2011 and January 3, 2010


47Consolidated Statements of Income for the Years
    Ended January 2, 2011, January 3, 2010 and
    December 28, 2008


48Consolidated Statements of Equity for the Years
    Ended January 2, 2011, January 3, 2010 and
    December 28, 2008


49Consolidated Statements of Cash Flows for the
    Years Ended January 2, 2011, January 3, 2010 and
    December 28, 2008


50Notes to Consolidated Financial Statements


51  45




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm             Internal Control  Integrated Framework
      46




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.CONSOLIDATED BALANCE SHEETS(In thousands)
  January 2,


January 3,2011


2010ASSETSCurrent assets:Cash and cash equivalents

$
71,452


$
63,499Inventories


5,542



5,291Other current assets


46,613



38,449Total current assets


123,607



107,239Property and equipment, net


459,469



497,928Goodwill


6,819



6,819Intangible assets, net


19,957



22,241Other assets


24,837



17,923Total assets

$
634,689


$
652,150LIABILITIES AND EQUITYCurrent liabilities:Accounts payable

$
20,611


$
19,825Construction payable


1,562



1,600Accrued expenses


71,714



77,088Unearned revenue


38,371



35,844Current portion of long-term debt, including $976 due to related
    parties at January 3, 2010


63



41,236Total current liabilities


132,321



175,593Lease obligations


113,977



116,547Long-term debt


1,195



1,212Other liabilities


24,753



18,488Total liabilities


272,246



311,840Commitments and contingencies (Note 18)






Equity:PFCB common stockholders equity:Common stock, $0.001 par value, 40,000,000 shares
    authorized: 22,833,165 shares and 22,911,054 shares
    issued and outstanding at January 2, 2011 and
    January 3, 2010, respectively


23



28Additional paid-in capital


250,019



217,181Treasury stock, at cost, 5,973,623 shares and
    5,064,733 shares at January 2, 2011 and
    January 3, 2010, respectively


(187,112
)


(146,022
)Accumulated other comprehensive loss






(294
)Retained earnings


296,564



264,456Total PFCB common stockholders equity


359,494



335,349Noncontrolling interests


2,949



4,961Total equity


362,443



340,310Total liabilities and equity

$
634,689


$
652,150    47




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.CONSOLIDATED STATEMENTS OF INCOME(In thousands, except per share
    amounts)
  Year EndedJanuary 2,


January 3,


December 28,2011


2010


2008Revenues

$
1,242,799


$
1,228,179


$
1,198,124Costs and expenses:Cost of sales


324,731



326,421



325,630Labor


410,000



401,583



396,911Operating


208,294



203,859



198,967Occupancy


73,707



70,635



69,809General and administrative


81,883



82,749



77,488Depreciation and amortization


77,486



74,429



68,711Preopening expense


1,976



3,919



8,457Partner investment expense


(318
)


(629
)


(354
)Total costs and expenses


1,177,759



1,162,966



1,145,619Income from operations


65,040



65,213



52,505Interest and other income (expense), net


(572
)


(1,637
)


(3,362
)Income from continuing operations before taxes


64,468



63,576



49,143Provision for income taxes


(17,122
)


(18,492
)


(12,193
)Income from continuing operations, net of tax


47,346



45,084



36,950Income (loss) from discontinued operations, net of tax


46



(479
)


(7,591
)Net income


47,392



44,605



29,359Less net income attributable to noncontrolling interests


784



1,408



1,933Net income attributable to PFCB

$
46,608


$
43,197


$
27,426Basic income per share:Income from continuing operations attributable to PFCB common
    stockholders

$
2.05


$
1.90


$
1.47Income (loss) from discontinued operations, net of tax,
    attributable to PFCB common stockholders






(0.02
)


(0.32
)Net income attributable to PFCB common stockholders

$
2.05


$
1.88


$
1.15Diluted income per share:Income from continuing operations attributable to PFCB common
    stockholders

$
2.01


$
1.87


$
1.45Income (loss) from discontinued operations, net of tax,
    attributable to PFCB common stockholders


0.01



(0.02
)


(0.31
)Net income attributable to PFCB common stockholders

$
2.02


$
1.85


$
1.14Weighted average shares used in computation:Basic


22,689



22,986



23,776Diluted


23,115



23,413



24,080Cash dividends declared per share

$
0.92


$



$
Amounts attributable to PFCB:Income from continuing operations, net of tax

$
46,562


$
43,676


$
35,017Income (loss) from discontinued operations, net of tax


46



(479
)


(7,591
)Net income attributable to PFCB

$
46,608


$
43,197


$
27,426    48




---



##### 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 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, net of tax benefit










(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



340,310Issuance of common stock under stock option plans


816







24,189



















24,189Issuance of common stock under employee stock purchase plan


71







2,826



















2,826Shares withheld for taxes on restricted stock, net of forfeitures


(56
)






(1,169
)


















(1,169
)Purchases of treasury stock


(909
)


(5
)






(41,090
)














(41,095
)Share-based compensation expense(1)










5,155



















5,155Tax benefit from share-based compensation, net










2,247



















2,247Unrealized gain on derivatives


















294











294Distributions to noncontrolling interest partners


























(1,230
)


(1,230
)Contributions from noncontrolling interest partners


























10



10Purchases of noncontrolling interests, net of tax benefit










(432
)














(1,629
)


(2,061
)Partner investment expense


























(318
)


(318
)Partner bonus expense, imputed


























371



371Cash dividends paid










22











(14,500
)






(14,478
)Net income






















46,608



784



47,392Balances, January 2, 2011


22,833


$
23


$
250,019


$
(187,112
)

$



$
296,564


$
2,949


$
362,443     (1)
    
    Share-based compensation expense includes equity-classified
    awards only.   49




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)
  Year EndedJanuary 2,


January 3,


December 28,2011


2010


2008Operating Activities:Net income

$
47,392


$
44,605


$
29,359Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


77,486



74,429



69,661Share-based compensation


11,777



11,552



9,715Non-cash asset impairment and net lease termination charges in
    discontinued operations


(15
)


611



9,889Partner investment expense


(318
)


(629
)


(354
)Partner bonus expense, imputed


371



484



913Deferred income taxes


(4,248
)


(4,354
)


5,381Tax (benefit) shortfall from share-based compensation, net


(2,523
)


(1,348
)


491Other


129



63



143Changes in operating assets and liabilities:Inventories


(251
)


(361
)


(281
)Other current assets


(4,903
)


17,640



(18,406
)Other assets


(946
)


(1,398
)


(434
)Accounts payable


786



4,622



(2,542
)Accrued expenses


(3,490
)


4,015



9,524Unearned revenue


2,527



4,729



5,769Lease obligations


(2,370
)


4,382



19,914Other liabilities


818



1,377



1,011Net cash provided by operating activities


122,222



160,419



139,753Investing Activities:Capital expenditures


(37,091
)


(49,865
)


(87,178
)Receivable under loan facility (Note 18)


(5,193
)






Capitalized interest


(64
)


(253
)


(708
)Net cash used in investing activities


(42,348
)


(50,118
)


(87,886
)Financing Activities:Repayments of long-term debt


(41,236
)


(45,850
)


(12,512
)Proceeds from net share issuances


25,846



2,993



1,058Purchases of treasury stock


(41,095
)


(39,650
)


(10,014
)Payments of cash dividends


(14,478
)






Distributions to noncontrolling interest partners


(1,230
)


(1,749
)


(3,323
)Purchases of noncontrolling interests, net of tax benefit


(2,061
)


(4,710
)


(9,763
)Payments of capital lease obligations


(200
)


(185
)


(171
)Contributions from noncontrolling interest partners


10



50



245Tax benefit (shortfall) from share-based compensation, net


2,523



1,348



(491
)Net cash used in financing activities


(71,921
)


(87,753
)


(34,971
)Net increase in cash and cash equivalents


7,953



22,548



16,896Cash and cash equivalents at the beginning of the period


63,499



40,951



24,055Cash and cash equivalents at the end of the period

$
71,452


$
63,499


$
40,951Supplemental Disclosure of Cash Flow Information:Cash paid for income taxes, net of refunds

$
27,919


$
11,782


$
9,842Cash paid for interest

$
1,769


$
3,478


$
5,442Supplemental Disclosure of Non-Cash ItemsChange in construction payable

$
(38
)

$
(2,758
)

$
(6,961
)Purchases of noncontrolling interests through issuance of
    long-term debt

$



$



$
2,693    50




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 January 2, 2011
  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
    Other
    Current Assets
    Inventories
  first-in,
 51




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property
    and Equipment
    Depreciation
    and Amortization
      Goodwill
    and Intangible Assets
    Goodwill
    Intangible
    Assets
    Impairment
    of Long-Lived Assets
   52




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Other
    Assets
    Accrued
    Insurance
   53




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Lease
    Obligations
        Other
    Liabilities
      Unearned
    Revenue
    Revenue
    Recognition
     54




---



##### 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
     55




---



##### 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
   56




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedJanuary 2,


January 3,


December 28,2011


2010


2008Numerator:Income from continuing operations attributable to PFCB common
    stockholders, net of tax

$
46,562


$
43,676


$
35,017Denominator:Basic: Weighted-average shares outstanding during the year


22,689



22,986



23,776Add dilutive effect of equity awards


426



427



304Diluted


23,115



23,413



24,080Income from continuing operations attributable to PFCB common
    stockholders per share:Basic

$
2.05


$
1.90


$
1.47Diluted

$
2.01


$
1.87


$
1.45     Fair
    Value of Financial Instruments
    Concentrations
    of Credit Risk
    Derivatives
   57




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Recent
    Accounting Literature
  Improvements
    to Financial Reporting by Enterprises Involved with Variable
    Interest Entities (ASU
    No. 2009-17)
  (Included
    in ASC 810 Consolidations)
  No. 2009-17 2009-17 2009-17
  Improving
    Disclosures about Fair Value Measurements (ASU
    No. 2010-06)
  (Included
    in ASC 820 Fair Value Measurements and
    Disclosures)
  No. 2010-06 2010-06 2010-06
 58




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2.
    Discontinued
    Operations    Pei
    Wei
    Form 10-K, sub-tenant
    Year EndedJanuary 2,


January 3,2011


2010Beginning Balance

$
1,416


$
2,379Cash payments


(399
)


(2,402
)Net charges


(15
)


1,439Ending Balance

$
1,002


$
1,416      59




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    (Loss) from Discontinued Operations
    Year EndedJanuary 2,


January 3,


December 28,2011


2010


2008Revenues

$



$



$
9,597Lease termination charges


(15
)


1,439



2,576Severance charges










93Income (loss) from discontinued operations before income taxes(1)

$
76


$
(786
)

$
(4,932
)Income tax (expense) benefit


(30
)


307



1,923Income (loss) from discontinued operations, net of tax, before
    asset impairment charges


46



(479
)


(3,009
)Asset impairment charges, net of tax










(4,582
)Income (loss) from discontinued operations, net of tax

$
46


$
(479
)

$
(7,591
)     (1)
    
    Includes net lease termination charges, deferred rent write-offs
    upon lease settlement and deferred rent amortization.  3.
    Other
    Current Assets    January 2,


January 3,2011


2010Receivables

$
14,300


$
15,752Current portion of deferred tax asset


11,774



11,036Income taxes receivable


10,427



2,388Prepaid rent


5,730



5,508Other


4,382



3,765Total other current assets

$
46,613


$
38,449      60




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Property
    and Equipment    January 2,


January 3,2011


2010Land

$
3,681


$
3,681Building and improvements


15,574



15,357Leasehold improvements


614,203



600,798Furniture, fixtures and equipment


193,632



182,970China and smallwares


18,205



17,883845,295



820,689Less accumulated depreciation and amortization


(390,483
)


(325,108
)454,812



495,581Construction in progress


4,657



2,347Property and equipment, net

$
459,469


$
497,928     5.
    Intangible
    Assets    January 2,


January 3,2011


2010Intangible assets, gross

$
29,863






$
29,863Accumulated amortization


(9,906
)






(7,622
)Intangible assets, net

$
19,957






$
22,241       2011

$
2,2992012


2,2842013


2,1922014


2,1042015


2,080Thereafter


8,998Total

$
19,957  61




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Other
    Assets    January 2,


January 3,2011


2010Liquor licenses, net

$
6,707


$
6,836Software, net


6,007



5,459Receivable under loan facility(1)


5,193



Restoration Plan investments


5,087



3,454Deposits


1,305



1,411Other assets, net


538



763Total other assets

$
24,837


$
17,923     (1)
    
    See Note 18 for further details on the receivable under the
    loan facility.  7.
    Accrued
    Expenses    January 2,


January 3,2011


2010Accrued payroll

$
24,748


$
26,262Accrued insurance


17,909



17,426Sales and use tax payable


7,138



7,104Accrued rent


3,749



3,730Property tax payable


3,739



3,638Interest rate swap liability






471Other accrued expenses(1)


14,431



18,457Total accrued expenses

$
71,714


$
77,088     (1)
    
    Lease termination accrual, included in other accrued expenses
    during fiscal 2009, was reclassified to other liabilities during
    fiscal 2010. See Note 2 for further discussion of the
    reclassification.  8.
    Credit
    Facility     62




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Interest
    Rate Swap
      9.
    Long-Term
    Debt    January 2,


January 3,2011


2010Credit facility borrowings (see Note 8)

$



$
40,000Unsecured promissory notes  related parties, matured
    November 2010






976Unsecured promissory notes  non-related parties,
    matured May 2010






197Other


1,258



1,275Total debt


1,258



42,448Less current portion


63



41,236Total long-term debt

$
1,195


$
1,212       2011

$
632012


632013


632014


642015


64Thereafter


1,403Total


1,720Less debt discount


(462
)Total debt

$
1,258  63




---



##### 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 2,


Assets/Liabilities


Inputs


Inputs


Valuation2011


(Level 1)


(Level 2)


(Level 3)


TechniqueMoney markets

$
63,990


$



$
63,990


$




market approachRestoration Plan investments


5,087







5,087







market approachRestoration Plan liabilities


(5,517
)






(5,517
)






market approachTotal

$
63,560


$



$
63,560


$
   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 approachRestoration Plan liabilities


(3,653
)






(3,653
)






market approachInterest rate swap liability


(471
)






(471
)






income approachTotal

$
53,985


$



$
53,985


$
          64




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Leases      January 2,


January 3,2011


2010Capital lease assets, gross

$
4,494


$
4,494Accumulated depreciation


(2,737
)


(2,507
)Capital lease assets, net

$
1,757


$
1,987     January 2,


January 3,2011


2010Building

$
1,863


$
2,062Land


1,050



1,050Capital lease obligations

$
2,913


$
3,112       Year EndedJanuary 2,


January 3,


December 28,2011


2010


2008Minimum rent

$
38,706


$
37,215


$
35,052Contingent rent


8,862



8,873



10,127Total rent expense

$
47,568


$
46,088


$
45,179  65




---



##### Table of Contents



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


Operating Leases


Total2011

$
416


$
50,398


$
50,8142012


416



49,774



50,1902013


416



46,569



46,9852014


416



41,589



42,0052015


416



36,796



37,212Thereafter


833



92,048



92,881Total minimum lease payments

$
2,913


$
317,174


$
320,087Less amount representing interest


1,118Present value of minimum lease payments

$
1,795     12.
    Other
    Liabilities    January 2,


January 3,2011


2010Deferred income tax liability

$
6,378


$
9,436Performance units


5,763



2,402Restoration Plan liabilities


5,517



3,653Cash-settled awards


4,562



1,453Other(1)


2,533



1,544Total other liabilities

$
24,753


$
18,488     (1)
    
    Lease termination accrual, included in other, was reclassified
    from accrued expenses during fiscal 2010. See Note 2 for
    further discussion of the reclassification.  13.
    Preferred
    Stock and PFCB Common Stockholders Equity  Preferred
    Stock
   66




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock
    Option Plans
  1996 and
    1997 Plans
    1998
    Plan
    1999
    Plan
    2006
    Plan
   67




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Share-Based
    Compensation
    Equity-Classified
    Awards
  Options
      Year Ended(1)December 28,2008Weighted average risk-free interest rate


3.1
%Expected life of options (years)


5.5Expected stock volatility


35.0
%Expected dividend yield


0.0
%     (1)
    
    There were no stock options granted during the years ended
    January 2, 2011 and January 3, 2010.    Year EndedJanuary 2,


January 3,


December 28,2011


2010


2008Weighted average fair value of stock options granted

$



$



$
11.89Intrinsic value of stock options exercised

$
12,842


$
4,386


$
590Tax benefit (shortfall) from share-based compensation

$
2,247


$
1,348


$
(491
)  68




---



##### Table of Contents



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


AggregateWeighted


Contractual


IntrinsicAverage Exercise


Term


Value(1)Shares


Price (per share)


(In years)


(In thousands)Options 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


$
39.36Granted






Exercised


(816,068
)


29.63Forfeited (canceled)


(48,450
)


47.78Options outstanding at January 2, 2011


1,558,259


$
44.19



4.2


$
10,758Options exercisable at January 2, 2011


1,454,519


$
44.97



4.1


$
9,178     (1)
    
    The aggregate intrinsic value of stock options represents the
    closing market price on the last trading day of the reporting
    period less the exercise price of each option multiplied by the
    number of
    in-the-money
    stock options.    Options OutstandingWeighted




Options ExercisableAverage

Weighted





WeightedNumber


Remaining

Average


Number


AverageRange of Exercise Prices

Outstanding


Contractual Life

Exercise Price


Exercisable


Exercise Price$ 8.31 - $15.00


2,718


2.8

$
8.31



2,718


$
8.31$15.01 - $20.00


21,472


0.5


19.09



21,472



19.09$20.01 - $25.00


1,567


1.0


24.39



1,567



24.39$25.01 - $30.00


3,485


1.8


29.03



3,485



29.03$30.01 - $35.00


445,153


5.2


31.42



351,165



31.24$35.01 - $40.00


87,988


3.9


38.73



87,988



38.73$40.01 - $45.00


211,304


3.9


43.83



205,053



43.85$45.01 - $50.00


218,096


3.1


46.30



214,595



46.32$50.01 - $59.11


566,476


4.3


55.66



566,476



55.66   Restricted
    Stock and RSUs
  he/she
 69




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Restricted Stockand RSUsWeightedAverageGrant DateFair ValueShares


(per share)Outstanding 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


$
21.41Granted


20,754



47.29Vested


(83,384
)


33.92Forfeited (canceled)


(33,589
)


22.42Outstanding at January 2, 2011(1)


322,290


$
19.74     (1)
    
    Outstanding includes 15,426 RSUs that vested during fiscal 2009
    but have not yet settled as of the end of fiscal 2010.    Liability-Classified
    Awards
  Performance
    Units
     70




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Cash-Settled
    Awards
  he/she
      Year Ended January 2, 2011

Year Ended January 3, 2010RCUs

SARs

RCUs

SARsWeighted average risk-free interest rate


0.6
%


1.3
%


1.5
%


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


2.0



3.6



3.0



4.5Expected stock volatility


40.2
%


47.1
%


51.5
%


44.3
%Expected dividend yield(1)


0.0
%


0.0
%


0.0
%


0.0
%     (1)
    
    Unvested SARs and RCUs are eligible to receive
    dividend-equivalents in the form of cash or additional awards
    during the vesting period, and as such, no expected dividend
    yield is included in the fair value assumptions for these awards. 71




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##### Table of Contents



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


SARsWeighted





WeightedAverage





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


$
14.96Granted


108,571



63.16



985



20.02Vested


(3,346
)


47.41







Forfeited (canceled)


(21,209
)


57.60







Outstanding at January 2, 2011


241,486


$
59.74



14,261


$
17.37     Share-Based
    Compensation Expense
    Year EndedJanuary 2,


January 3,


December 28,2011


2010


2008Equity-classified awards:Labor

$
107


$
313


$
529General and administrative


5,048



7,387



9,143Liability-classified awards:General and administrative


6,622



3,852



Total share-based compensation


11,777



11,552



9,672Less tax benefit


(3,167
)


(3,431
)


(2,495
)Total share-based compensation, net of tax

$
8,610


$
8,121


$
7,177      72




---



##### Table of Contents



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


Liability-Classified Awards(1)Stock and


Performance


RCUs andOptions


RSUs


Units


SARs


Total2011

$
1,055


$
1,619


$
3,063


$
3,834


$
9,5712012


298











2,917



3,2152013


8











1,005



1,013Total

$
1,361


$
1,619


$
3,063


$
7,756


$
13,799     (1)
    
    Liability-classified awards are based on current fair value,
    which is updated each reporting period, and may not correspond
    to the ultimate expense incurred and payments made by the
    Company.    Employee
    Stock Purchase Plan
  24-month
  Share
    Repurchase Program
      14.
    Benefit
    Plans  401(k)
    Plan
   73




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restoration
    Plan
      15.
    Employment
    Agreements   74




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      16.
    Partnership
    Structure            January 2,

January 3,2011

2010Total number of partners


25



40Partnership interests purchased during the year


61



96Purchase price of partnership interests purchased in cash

$
2,061


$
4,710  75




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  17.
    Income
    Taxes    Year EndedJanuary 2,


January 3,


December 28,2011


2010


2008Federal:Current

$
19,010


$
19,023


$
4,258Deferred


(3,902
)


(3,682
)


5,762Total federal

$
15,108


$
15,341


$
10,020State:Current

$
2,546


$
4,166


$
1,592Deferred


(532
)


(1,015
)


581Total state

$
2,014


$
3,151


$
2,173Total income tax expense

$
17,122


$
18,492


$
12,193     Year EndedJanuary 2,


January 3,


December 28,2011


2010


2008Income tax expense at federal statutory rate


35.0
%


35.0
%


35.0
%State taxes, net of federal expense


5.3
%


5.8
%


4.9
%Share-based compensation expense


0.0
%


0.0
%


(0.1
)%FICA tip credit


(10.7
)%


(10.7
)%


(13.5
)%Other, net


(2.7
)%


(0.4
)%


(0.5
)%Total effective rate


26.9
%


29.7
%


25.8
%  76




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##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    January 2,


January 3,2011


2010Deferred tax assets:Share-based compensation

$
9,401


$
11,560Insurance


6,120



5,880Goodwill and intangibles


7,787



8,770Unearned compensation


6,264



3,963Deferred rent


4,490



4,520Deferred revenue


4,081



3,960Foreign tax and AMT credit carryforwards


438



348State credit carryforwards


1,845



1,586Other


1,409



1,438Total deferred tax assets

$
41,835


$
42,025Deferred tax liabilities:Depreciation on property and equipment

$
35,724


$
39,928Net deferred tax assets before valuation allowance

$
6,111


$
2,097Less valuation allowance


(715
)


(497
)Net deferred tax assets

$
5,396


$
1,600          77




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##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year EndedJanuary 2,


January 3,


December 28,2011


2010


2008Beginning balance

$
1,216


$
1,259


$
1,175Increases attributable to tax positions taken during prior
    periods


63



261



66Increases attributable to tax positions taken during the current
    period






98



187Decreases related to settlements with taxing authorities


(473
)


(402
)


(106
)Decreases resulting from a lapse of applicable statutes of
    limitations


(18
)






(63
)Ending balance

$
788


$
1,216


$
1,259       Internal
    Revenue Service Audit
    18.
    Commitments
    and Contingencies  Purchase
    Obligations
    Litigation
    and Other
   78




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##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Loan
    Facility
    day-to-day
    19.
    Segment
    Reporting   79




---



##### Table of Contents



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

and Other

Bistro

Pei WeiFiscal 2010Revenues

$
1,242,799


$
3,296


$
929,372


$
310,131Segment profit


147,797



1,186



117,122



29,489Capital expenditures


37,091



2,788



25,916



8,387Depreciation and amortization


77,486



2,110



56,434



18,942Total assets


634,689



21,195



515,927



97,567Goodwill


6,819







6,566



253Fiscal 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 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



16,158    80




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reconciliation of segment profit to income from continuing
    operations before taxes (in thousands):
  Fiscal Year2010


2009


2008Segment profit

$
147,797


$
149,844


$
136,163Less general and administrative


(81,883
)


(82,749
)


(77,488
)Less preopening expense


(1,976
)


(3,919
)


(8,457
)Less partner investment expense


318



629



354Less interest & other income (expense), net


(572
)


(1,637
)


(3,362
)Add net income attributable to noncontrolling interests


784



1,408



1,933Income from continuing operations before taxes

$
64,468


$
63,576


$
49,143   20.
    Interim
    Financial Results (Unaudited)    Fiscal 2010


Fiscal 2009First


Second


Third


Fourth


First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Quarter


Quarter


Quarter


QuarterRevenues

$
310,371


$
312,838


$
308,410


$
311,180


$
309,837


$
301,360


$
290,329


$
326,653Income from continuing operations(1)


8,685



12,773



10,465



14,639



13,392



12,079



6,225



11,980Net income(2)


8,691



12,773



10,465



14,679



13,349



11,605



6,208



12,035Basic income from continuing operations per share


0.38



0.56



0.46



0.65



0.57



0.52



0.27



0.53Basic net income per share


0.38



0.56



0.46



0.65



0.57



0.50



0.27



0.53Diluted income from continuing operations per share


0.38



0.55



0.45



0.64



0.56



0.51



0.27



0.52Diluted net income per share


0.38



0.55



0.45



0.64



0.56



0.49



0.27



0.52Basic weighted average shares outstanding


22,631



22,828



22,697



22,599



23,442



23,057



22,810



22,633Diluted weighted average shares outstanding


23,104



23,277



23,070



23,011



23,795



23,526



23,285



23,045     (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
 81




---



##### Table of Contents



P.F.
    CHANGS CHINA BISTRO, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  21.
    Subsequent
    Events  Cash
    Dividends
     82




---



##### 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   83




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                     84




---



##### 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.
 85




---



##### 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 Management Stock Option Plan and forms of
    Agreement thereunder.10
.4(3)

1996 Stock Option Plan and forms of Agreement thereunder.10
.5(14)

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
.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.10
.38(15)

Amended and Restated Non-Employee Director Compensation Plan,
    effective April 22, 2010.21
.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 August 14, 2009.(3)
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-1
    (File
    No. 333-59749). 86




---



##### 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 17, 2010.(15)
    
    Incorporated by reference to the Registrants
    Form 10-Q,
    dated April 28, 2010. 87




---



##### 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
    B. ANDERSONKerrii
    B. Anderson

Director

February 16, 2011By:

/s/  DAWN
    E. HUDSONDawn
    E. Hudson

Director

February 16, 2011By:

/s/  RICHARD
    L. FEDERICORichard
    L. Federico

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

February 16, 2011By:

/s/  LESLEY
    H. HOWELesley
    H. HOWE

Director

February 16, 2011 88




---



##### Table of Contents



Signature

Title

DateBy:

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

Director

February 16, 2011By:

/s/  MARK
    D. MUMFORDMark
    D. Mumford

Chief Financial Officer (Principal
    Financial and Accounting Officer)

February 16, 2011By:

/s/  M.
    ANN RHOADESM.
    Ann Rhoades

Director

February 16, 2011By:

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

Director

February 16, 2011By:

/s/  ROBERT
    T. VIVIANRobert
    T. Vivian

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

February 16, 2011By:

/s/  R.
    MICHAEL WELBORNR.
    Michael Welborn

Executive Vice President and Director

February 16, 2011By:

/s/  KENNETH
    J. WESSELSKenneth
    J. Wessels

Director

February 16, 2011  89




---



##### 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 Management Stock Option Plan and forms of
    Agreement thereunder.10
.4(3)

1996 Stock Option Plan and forms of Agreement thereunder.10
.5(14)

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
.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.10
.38(15)

Amended and Restated Non-Employee Director Compensation Plan,
    effective April 22, 2010.21
.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 August 14, 2009.(3)
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-1
    (File
    No. 333-59749). 90




---



##### 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 17, 2010.(15)
    
    Incorporated by reference to the Registrants
    Form 10-Q,
    dated April 28, 2010. 91