8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2007

PANERA BREAD COMPANY

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation) 000-19253
(Commission File Number) 04-2723701
(IRS Employer Identification No.)

6710 Clayton Road
Richmond Heights, MO
(Address of principal executive offices) 63117
(Zip Code)

314-633-7100
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02.     Results of Operations and Financial Condition
	Item 9.01.      Financial Statements and Exhibits
SIGNATURES
Exhibit Index
Press Release

Item 2.02.     Results of Operations and Financial Condition

     Attached as Exhibit 99.1, and incorporated herein by reference, is a copy of the Company’s press release dated October 3, 2007 announcing certain information related to its results of operation, including revenues and comparable bakery-cafe sales, and updating its earnings per share target for the third quarter ended September 25, 2007.

     The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.      Financial Statements and Exhibits

     (d) Exhibits

     The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit No.	Exhibit
99.1	Press Release, dated October 3, 2007

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PANERA BREAD COMPANY
By:	/s/ Jeffrey W. Kip
	Name:	Jeffrey W. Kip
	Title:	Senior Vice President, Chief Financial Officer
Date: October 3, 2007

Exhibit Index

Exhibit No.	Exhibit
99.1	Press Release, dated October 3, 2007

EX-99.1

Exhibit 99.1

PRESS RELEASE

Contact: Jeff Kip
Senior Vice President, Chief Financial Officer (314-633-7289)

Panera Bread Reports Third Quarter Revenues Increased 35% and System-Wide Comparable
Bakery-Cafe Sales Increased 0.8% For the Four Weeks Ended September 25, 2007,
and Adjusts Third Quarter Earnings Target to $0.35 to $0.37

St. Louis, MO, October 3, 2007 — Panera Bread Company (Nasdaq: PNRA) today reported revenue increased 35% to $276 million for the third quarter ended September 25, 2007 from $205 million in the third quarter of 2006. Bakery-cafe sales accounted for $232 million of consolidated revenues while franchise royalties and fees and fresh dough sales to franchisees accounted for $44 million of consolidated revenues for the third quarter of 2007.

System-wide comparable bakery-cafe sales increased 0.8% for the four weeks ended September 25, 2007. The breakdown between Company-owned and franchise-operated bakery-cafes is as follows for the periods indicated:

	For the 4 weeks ended			For the 13 weeks ended			Year-to-date through
	September 25, 2007			September 25, 2007			September 25, 2007
Company-owned		1.5	%		3.4	%		1.6	%
Franchise-operated		0.3	%		2.1	%		1.6	%
Total System		0.8	%		2.6	%		1.6	%

Company-owned comparable bakery-cafe sales percentages are based on sales from bakery-cafes that have been in operation and Company-owned for at least 18 months. Franchise-operated comparable bakery-cafe sales percentages are based on sales from franchised bakery-cafes that have been in operation and franchise-operated for at least 18 months. Both Company-owned and franchise-operated comparable bakery-cafe sales exclude closed locations. Supplemental sales and bakery-cafe information is included in Schedule I.

During the third quarter of 2007, 35 new bakery-cafes were opened (19 Company-owned and 16 franchise-operated) and two bakery-cafes were closed (one Company-owned and one franchise-operated).

As a result of progress on its margin improvement initiatives and the strength of its Company-owned comparable bakery-cafe sales, the Company today is adjusting its third quarter 2007 earnings per diluted share target to $0.35 to $0.37 from the previous target of $0.32 to $0.38 per share.

The Company plans to report third quarter 2007 earnings after the market close on Tuesday, October 23, 2007. The Company will discuss third quarter results in a call that will be broadcast on the Internet at 8:30 A.M. Eastern Daylight Time on Wednesday, October 24, 2007. Go to http://www.panerabread.com/investor to access the call or view the release (when issued). Access to the call and the release will be archived for one year.

Included above are franchise-operated and system-wide comparable bakery-cafe sales percentages. System-wide sales is a non-GAAP financial measure which includes sales at all Company-owned bakery-cafes and franchise-operated bakery-cafes, as reported by franchisees. Management uses system-wide sales information internally in connection with store development decisions, planning, and budgeting analyses. Management believes system-wide sales information is useful in assessing consumer acceptance of the Company’s brand and facilitates an understanding of financial performance as the Company’s franchisees pay royalties and contribute to advertising pools based on a percentage of their sales.

Panera Bread Company owns and franchises 1,115 bakery-cafes under the Panera Bread^® and Saint Louis Bread Co.^® names as of September 25, 2007. With its identity rooted in handcrafted, fresh-baked, artisan bread, Panera Bread is committed to providing great tasting, quality food that people can trust. Highlighted by antibiotic free chicken, whole grain bread, select organic and all-natural ingredients and a menu free of man-made trans fat, Panera’s bakery-cafe selection offers flavorful, wholesome offerings. The menu includes a wide variety of year-round favorites, complemented by new items introduced seasonally with the goal of creating new standards in everyday food choices. In neighborhoods across the country, guests are enjoying Panera’s warm and welcoming environment featuring comfortable gathering areas, relaxing decor, and free internet access provided through a managed WiFi network. At the close of each day, Panera Bread bakery-cafes donate bread and baked goods to community organizations in need. Additional information is available on the Company’s website, panerabread.com. Panera also holds a 51% interest in Paradise Bakery & Café, Inc.^®, owner and franchisor of 53 bakery-cafes as of September 25, 2007.

Matters discussed in this news release, including any discussion or impact, express or implied, on the Company’s anticipated growth, operating results, and future earnings per share, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are often identified by the words “believe”, “positioned”, “estimate”, “project”, “target”, “continue”, “intend”, “expect”, “future”, “anticipates”, and similar expressions. All forward-looking statements included in this release are made only as of the date of this release, and we do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that occur or which we hereafter become aware, after that date. Forward-looking information expresses management’s present belief, expectations, or intentions regarding the Company’s future performance. The Company’s actual results could differ materially from those set forth in the forward-looking statements due to known and unknown risks and uncertainties and could be negatively impacted by a number of factors. These factors include, but are not limited to, the following: inability to execute our growth strategy, including, among other things, variations in the number, timing, and successful nature of Company-owned and franchise-operated bakery-cafe openings and continued successful operation of bakery-cafes; failure to comply with government regulations; loss of a member of senior management; inability to recruit qualified personnel; failure or inability to protect our brand, trademarks, or other proprietary rights; competition; rising insurance costs; disruption in our supply chain or increases in ingredient, product, or other supply costs; disruptions or supply issues in our fresh dough facilities; health concerns about the consumption of certain products; complaints and litigation; risks associated with the acquisition of franchise-operated bakery-cafes; other factors, some of which may be beyond our control, effecting our operating results; and other factors that may affect restaurant owners or retailers in general. These and other risks are discussed from time to time in the Company’s SEC reports, including its Form 10-K for the year ended December 26, 2006 and its quarterly reports on Form 10-Q.

PANERA BREAD COMPANY

Schedule I — Supplemental Sales and Bakery-Cafe Information

	Historical System-Wide AWS
	2006		2005		2004		2003		2002		2001
AWS	$	39,150	$	38,318	$	36,008	$	35,617	$	35,388	$	33,608

	2007 System-Wide AWS By Year Opened
					2005 Opens
	2007 Opens		2006 Opens		& Prior		Total
Bakery-Cafes		106		160		902		1,168
Q1 07	$	37,213	$	33,265	$	39,284	$	38,359
Q2 07	$	35,171	$	32,981	$	39,388	$	38,273
Q3 07	$	34,258	$	33,716	$	39,185	$	38,051
Q4 07
2007 YTD	$	34,863	$	33,320	$	39,286	$	38,224

	Year-Over-Year Change in System-Wide AWS and Comp Sales
						2005 Opens
	2007 Opens		2006 Opens (a)			& Prior			AWS Total			Comp Sales Total
Q1 07		N/A		–25.9	%		–0.5	%		–2.9	%		0.0	%
Q2 07		N/A		–9.8	%		1.7	%		–0.9	%		2.1	%
Q3 07		N/A		–2.8	%		2.0	%		–0.1	%		2.6	%
Q4 07		N/A
2007 YTD		N/A		–7.3	%		1.1	%		–1.3	%		1.6	%

(a) Change in system-wide AWS in 2007 from 2006 compares 160 bakery-cafes in 2007 against 22, 65 and 103 bakery-cafes at the end of the first, second and third quarters of 2006, respectively.

	2007 Sales Metrics for Company-Owned Bakery-Cafes
	Bakery-Cafe Sales		Operating				Year-Over-Year Change
	($ in 000's)		Weeks		AWS		AWS			Comp Sales
Q1 07	$	197,118		5,351	$	36,839		–3.2	%		–0.6	%
Q2 07	$	209,626		5,658	$	37,050		–0.5	%		1.7	%
Q3 07	$	232,244		6,254	$	37,136		0.6	%		3.4	%
Q4 07
2007 YTD	$	638,988		17,263	$	37,016		–1.0	%		1.6	%

	2007 Sales Metrics for Franchise-Operated Bakery-Cafes
	Bakery-Cafe Sales		Operating				Year-Over-Year Change
	($ in 000’s)		Weeks		AWS		AWS			Comp Sales
Q1 07	$	334,942		8,520	$	39,313		–2.5	%		0.2	%
Q2 07	$	345,329		8,842	$	39,056		–0.8	%		2.3	%
Q3 07	$	335,900		8,677	$	38,711		–0.1	%		2.1	%
Q4 07
2007 YTD	$	1,016,171		26,039	$	39,025		–1.1	%		1.6	%

	Bakery-Cafe Openings
	Company		Franchise		Total				Company		Franchise		Total
Q1 07		14		17		31		Q1 06		9		13	22
Q2 07		17		22		39		Q2 06		18		25	43
Q3 07		19		16		35		Q3 06		17		21	38
Q4 07								Q4 06		26		26	52
2007 YTD		50		55		105	2006 YTD			70		85	155

Note: Bakery-cafe sales, operating weeks, AWS and bakery-cafe openings metrics include activity for Paradise Bakery & Café, Inc.^® prospectively from the acquisition date of February 1, 2007. The 2007 bakery-cafe openings do not include one Paradise franchise-operated bakery-cafe which opened in January 2007.

AWS — average weekly sales for the time periods indicated.

Comp Sales — comparable bakery-cafe sales increases for the time period indicated, which exclude closed locations and are based on sales for bakery-cafes that have been in operation and owned for at least 18 months.