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CABELAS INC

SEC Form 10-Q filed 2010-07-30 for the period ending 2010-07-03

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Selected tables from the SEC filing

Table 0

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		Page
PART I FINANCIAL INFORMATION		3

Item 1.	Financial Statements	3

	Condensed Consolidated Statements of Income	3

	Condensed Consolidated Balance Sheets	4

	Condensed Consolidated Statements of Cash Flows	5

	Condensed Consolidated Statements of Stockholders Equity	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Managements Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	69

Item 4.	Controls and Procedures	71

PART II OTHER INFORMATION		72

Item 1.	Legal Proceedings	72

Item 1A.	Risk Factors	72

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	74

Item 3.	Defaults Upon Senior Securities	74

Item 4.	(Removed and Reserved)	74

Item 5.	Other Information	74

Item 6.	Exhibits	74

SIGNATURES		75

INDEX TO EXHIBITS		76

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Row 7
    [1..1)   [1..1] (stub): 'Condensed Consolidated Balance Sheets'
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Row 11
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    [2..2)   [2..2] ( num): '6'
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Row 13
    [1..1)   [1..1] (stub): 'Notes to Condensed Consolidated Financial Statements'
    [2..2)   [2..2] ( num): '7'
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Row 15
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      Attributes: num=>2 [0..0]  
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    [2..2)   [2..2] ( num): '32'
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Row 17
    [0..0)   [0..0] (stub): 'Item 3.'
      Attributes: num=>3 [0..0]  
    [1..1)   [1..1] (stub): 'Quantitative and Qualitative Disclosures About Market Risk'
    [2..2)   [2..2] ( num): '69'
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Row 19
    [0..0)   [0..0] (stub): 'Item 4.'
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Row 21
    [0..1)   [0..1] (stub): 'PART II OTHER INFORMATION'
    [2..2)   [2..2] ( num): '72'
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Row 23
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Row 25
    [0..0)   [0..0] (stub): 'Item 1A.'
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Row 29
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    [1..1)   [1..1] (stub): 'Defaults Upon Senior Securities'
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Row 31
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    [1..1)   [1..1] (stub): '(Removed and Reserved)'
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Row 35
    [0..0)   [0..0] (stub): 'Item 6.'
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    [1..1)   [1..1] (stub): 'Exhibits'
    [2..2)   [2..2] ( num): '74'
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Row 37
    [0..1)   [0..1] (stub): 'SIGNATURES'
    [2..2)   [2..2] ( num): '75'
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Row 39
    [0..1)   [0..1] (stub): 'INDEX TO EXHIBITS'
    [2..2)   [2..2] ( num): '76'
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Table attributes: balancesheet,incomestatement,cash

Table 1

Financial table in standard format

Table of Contents

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

CABELA'S INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands Except Earnings Per Share)
(Unaudited)


	Three Months Ended						Six Months Ended
	July 3,			June 27,			July 3,			June 27,
	2010			2009			2010			2009
Revenue:
Merchandise sales	$	465,491		$	501,145		$	959,527		$	1,002,023
Financial services revenue		56,488			44,129			116,472			78,023
Other revenue		3,991			3,962			9,581			8,730
Total revenue		525,970			549,236			1,085,580			1,088,776

Total cost of revenue (exclusive of depreciation and amortization)		299,649			326,060			629,084			652,374
Selling, distribution, and administrative expenses		193,818			192,536			408,054			391,758
Impairment and restructuring charges		1,834			11,692			1,834			13,370

Operating income		30,669			18,948			46,608			31,274

Interest expense, net		(5,671	)		(6,054	)		(11,125	)		(11,888	)
Other non-operating income, net		1,786			1,654			3,524			3,700
Income before provision for income taxes		26,784			14,548			39,007			23,086
Provision for income taxes		8,760			5,425			12,892			8,835

Net income	$	18,024		$	9,123		$	26,115		$	14,251

Basic earnings per share	$	0.27		$	0.14		$	0.39		$	0.21
Diluted earnings per share	$	0.26		$	0.14		$	0.38		$	0.21

Basic weighted average shares outstanding		67,792,832			67,030,452			67,615,069			66,804,333
Diluted weighted average shares outstanding		68,798,021			67,570,398			68,814,997			67,030,985


Refer to notes to unaudited condensed consolidated financial statements.

CABELAS INC CIK:1267130
	2010-04-03 to 2010-07-03 (3-months)	2009-03-27 to 2009-06-27 (3-months)	2010-01-03 to 2010-07-03 (6-months)	2008-12-27 to 2009-06-27 (6-months)
Revenue:
Merchandise sales	$465,491	$501,145	$959,527	$1,002,023
Financial services revenue	56,488	44,129	116,472	78,023
Other revenue	3,991	3,962	9,581	8,730
Total revenue	525,970	549,236	1,085,580	1,088,776
Total cost of revenue (exclusive of depreciation and amortization)	299,649	326,060	629,084	652,374
Selling, distribution, and administrative expenses	193,818	192,536	408,054	391,758
Impairment and restructuring charges	1,834	11,692	1,834	13,370
Operating income	30,669	18,948	46,608	31,274
Interest expense, net	(5,671)	(6,054)	(11,125)	(11,888)
Other non-operating income, net	1,786	1,654	3,524	3,700
Income before provision for income taxes	26,784	14,548	39,007	23,086
Provision for income taxes	8,760	5,425	12,892	8,835
Net income	$18,024	$9,123	$26,115	$14,251
Basic earnings per share	$0.27	$0.14	$0.39	$0.21
Diluted earnings per share	$0.26	$0.14	$0.38	$0.21
Basic weighted average shares outstanding	67,792,832	67,030,452	67,615,069	66,804,333
Diluted weighted average shares outstanding	68,798,021	67,570,398	68,814,997	67,030,985
Refer to notes to unaudited condensed consolidated financial statements.

Row "Refer to notes to unaudited condensed consolidated financial statements.": Multi-column field in a numeric row

Table 2

Financial table in standard format

Table of Contents


CABELA'S INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands Except Par Values)
(Unaudited)


ASSETS	July 3,			January 2,		June 27,
ASSETS	2010			2010		2009
CURRENT
Cash and cash equivalents	$	274,440		$	582,185	$	480,756
Held-to-maturity investment securities		224,905			-		-
Accounts receivable, net of allowance for doubtful accounts of $1,186, $1,364 and $1,802		18,615			31,925		34,364
Credit card loans, net of allowance for loan losses of $1,374 and $1,193		-			135,935		138,896
Credit card loans (includes restricted credit card loans of the Trust of $2,412,135), net of allowance for loan losses of $96,000		2,329,491			-		-
Inventories		512,739			440,134		586,613
Prepaid expenses and other current assets (includes restricted cash of the Trust of $25,882 at July 3, 2010)		165,088			150,913		145,468
Income taxes receivable and deferred income taxes		8,936			-		-
Total current assets		3,534,214			1,341,092		1,386,097
Property and equipment, net		812,409			811,765		864,501
Land held for sale or development		29,917			30,772		37,550
Retained interests in securitized loans, including asset-backed securities		-			176,034		121,465
Economic development bonds		107,397			108,491		115,650
Other assets		20,039			23,731		25,411
Total assets	$	4,503,976		$	2,491,885	$	2,550,674

LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT
Accounts payable, including unpresented checks of $16,778, $44,394 and $30,560	$	196,039		$	215,229	$	163,143
Gift instruments, and credit card and loyalty rewards programs		176,881			183,915		164,857
Accrued expenses		117,448			145,797		99,270
Time deposits		114,031			120,384		184,711
Current maturities of secured long-term obligations of the Trust		749,500			-		-
Current maturities of long-term debt		224			3,101		222
Income taxes payable and deferred income taxes		-			53,312		13,227
Total current liabilities		1,354,123			721,738		625,430
Long-term time deposits		383,018			356,280		398,662
Secured long-term obligations of the Trust, less current maturities		1,378,400			-		-
Long-term debt, less current maturities		383,271			345,178		490,130
Deferred income taxes		11,509			20,824		40,935
Other long-term liabilities		65,262			63,444		60,136

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS EQUITY
Preferred stock, $0.01 par value; Authorized 10,000,000 shares;Issued none		-			-		-
Common stock, $0.01 par value:
Class A Voting, Authorized245,000,000 shares;Issued 67,853,898, 67,287,575 and 67,063,457 shares		679			673		671
Class B Non-voting,Authorized245,000,000 shares;Issued none		-			-		-
Additional paid-in capital		295,581			285,490		277,980
Retained earnings		634,250			697,293		661,927
Accumulated other comprehensive income (loss)		(2,117	)		965		(5,197	)
Total stockholders equity		928,393			984,421		935,381
Total liabilities and stockholders equity	$	4,503,976		$	2,491,885	$	2,550,674

Refer to notes to unaudited condensed consolidated financial statements.

CABELAS INC CIK:1267130
	2010-07-03	2010-01-02	2009-06-27
CURRENT
Cash and cash equivalents	$274,440	$582,185	$480,756
Held-to-maturity investment securities	224,905
Accounts receivable, net of allowance for doubtful accounts of $1,186, $1,364 and $1,802	18,615	31,925	34,364
Credit card loans, net of allowance for loan losses of $1,374 and $1,193		135,935	138,896
Credit card loans (includes restricted credit card loans of the Trust of $2,412,135), net of allowance for loan losses of $96,000	2,329,491
Inventories	512,739	440,134	586,613
Prepaid expenses and other current assets (includes restricted cash of the Trust of $25,882 at July 3, 2010)	165,088	150,913	145,468
Income taxes receivable and deferred income taxes	8,936
Total current assets	3,534,214	1,341,092	1,386,097
Property and equipment, net	812,409	811,765	864,501
Land held for sale or development	29,917	30,772	37,550
Retained interests in securitized loans, including asset-backed securities		176,034	121,465
Economic development bonds	107,397	108,491	115,650
Other assets	20,039	23,731	25,411
Total assets	$4,503,976	$2,491,885	$2,550,674
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT
Accounts payable, including unpresented checks of $16,778, $44,394 and $30,560	$196,039	$215,229	$163,143
Gift instruments, and credit card and loyalty rewards programs	176,881	183,915	164,857
Accrued expenses	117,448	145,797	99,270
Time deposits	114,031	120,384	184,711
Current maturities of secured long-term obligations of the Trust	749,500
Current maturities of long-term debt	224	3,101	222
Income taxes payable and deferred income taxes		53,312	13,227
Total current liabilities	1,354,123	721,738	625,430
Long-term time deposits	383,018	356,280	398,662
Secured long-term obligations of the Trust, less current maturities	1,378,400
Long-term debt, less current maturities	383,271	345,178	490,130
Deferred income taxes	11,509	20,824	40,935
Other long-term liabilities	65,262	63,444	60,136
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS EQUITY
Preferred stock, $0.01 par value; Authorized 10,000,000 shares;Issued none
Common stock, $0.01 par value:
Class A Voting, Authorized245,000,000 shares;Issued 67,853,898, 67,287,575 and 67,063,457 shares	679	673	671
Class B Non-voting,Authorized245,000,000 shares;Issued none
Additional paid-in capital	295,581	285,490	277,980
Retained earnings	634,250	697,293	661,927
Accumulated other comprehensive income (loss)	(2,117)	965	(5,197)
Total stockholders equity	928,393	984,421	935,381
Total liabilities and stockholders equity	$4,503,976	$2,491,885	$2,550,674
Refer to notes to unaudited condensed consolidated financial statements.

Row "Refer to notes to unaudited condensed consolidated financial statements.": Multi-column field in a numeric row

Table 3

Financial table in standard format

Table of Contents
CABELAS INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
(Unaudited)
The following table shows our opening consolidated balance sheet on January 3, 2010, including the assets and liabilities of the Trust, pursuant to the adoption of ASC Topics 810 and 860:

				Effect of			January 3,
				Adopting			2010
	January 3,			ASC Topics			After
	2010			810 and 860			Adoption
ASSETS
Cash and cash equivalents	$	582,185		$	-		$	582,185
Accounts receivable and inventories, net		472,059			-			472,059
Restricted credit card loans		-			2,545,080			2,545,080
Unrestricted credit card loans		137,309			(120,655	)		16,654
Allowance for loan losses on credit cards		(1,374	)		(114,573	)		(115,947	)
Credit card loans, net		135,935			2,309,852			2,445,787
Prepaid expenses and other current assets		150,913			20,722			171,635
Total current assets		1,341,092			2,330,574			3,671,666
Property, equipment, and land held for sale, net		842,537			-			842,537
Retained interests in securitized loans		176,034			(176,034	)		-
Economic development bonds and other assets		132,222			-			132,222
Total assets	$	2,491,885		$	2,154,540		$	4,646,425

LIABILITIES AND STOCKHOLDERS EQUITY
Accruals and other current liabilities	$	665,325		$	9,703		$	675,028
Secured variable funding obligations of the Trust		-			400,000			400,000
Current maturities of secured long-term obligations of the Trust		-			749,500			749,500
Current maturities of long-term debt		3,101			-			3,101
Income taxes payable and deferred income taxes		53,312			(26,358	)		26,954
Total current liabilities		721,738			1,132,845			1,854,583
Secured long-term obligations of the Trust, less current maturities		-			1,123,400			1,123,400
Long-term debt, less current maturities		345,178			-			345,178
Other long-term liabilities and deferred income taxes		440,548			(8,897	)		431,651
Total liabilities		1,507,464			2,247,348			3,754,812
Common stock and additional paid-in capital		286,163			-			286,163
Retained earnings		697,293			(89,158	)		608,135
Accumulated other comprehensive income (loss)		965			(3,650	)		(2,685	)
Total stockholders equity		984,421			(92,808	)		891,613
Total liabilities and stockholders equity	$	2,491,885		$	2,154,540		$	4,646,425

CABELAS INC CIK:1267130
	2010-01-03		2010-01-03
ASSETS
Cash and cash equivalents	$582,185		$582,185
Accounts receivable and inventories, net	472,059		472,059
Restricted credit card loans		2,545,080	2,545,080
Unrestricted credit card loans	137,309	(120,655)	16,654
Allowance for loan losses on credit cards	(1,374)	(114,573)	(115,947)
Credit card loans, net	135,935	2,309,852	2,445,787
Prepaid expenses and other current assets	150,913	20,722	171,635
Total current assets	1,341,092	2,330,574	3,671,666
Property, equipment, and land held for sale, net	842,537		842,537
Retained interests in securitized loans	176,034	(176,034)
Economic development bonds and other assets	132,222		132,222
Total assets	$2,491,885	$2,154,540	$4,646,425
LIABILITIES AND STOCKHOLDERS EQUITY
Accruals and other current liabilities	$665,325	$9,703	$675,028
Secured variable funding obligations of the Trust		400,000	400,000
Current maturities of secured long-term obligations of the Trust		749,500	749,500
Current maturities of long-term debt	3,101		3,101
Income taxes payable and deferred income taxes	53,312	(26,358)	26,954
Total current liabilities	721,738	1,132,845	1,854,583
Secured long-term obligations of the Trust, less current maturities		1,123,400	1,123,400
Long-term debt, less current maturities	345,178		345,178
Other long-term liabilities and deferred income taxes	440,548	(8,897)	431,651
Total liabilities	1,507,464	2,247,348	3,754,812
Common stock and additional paid-in capital	286,163		286,163
Retained earnings	697,293	(89,158)	608,135
Accumulated other comprehensive income (loss)	965	(3,650)	(2,685)
Total stockholders equity	984,421	(92,808)	891,613
Total liabilities and stockholders equity	$2,491,885	$2,154,540	$4,646,425

Data column 2: Unable to interpret date in column header

Table 4

Financial table in standard format

4.
CREDIT CARD LOANS AND SECURITIZATION PRIOR TO CONSOLIDATION OF THE TRUST
Prior to the adoption of ASC Topics 810 and 860 and the consolidation of the Trust on January 3, 2010, the securitizations qualified as sales under GAAP, therefore, the Trust was excluded from the condensed consolidated financial statements in accordance with GAAP. Accordingly, the credit card loans equal to the investor interest and the securitization notes were excluded from the condensed consolidated financial statements.As of January 3, 2010, the Trust was included in the condensed consolidated financial statements.See Note 2 for additional information on the consolidation of the Trust.
Prior to the consolidation of the Trust, the Companys condensed consolidated balance sheet reflected retained interests in credit card asset securitizations, which included a transferors interest, asset-backed securities, accrued interest receivable on securitized credit card receivables, cash accounts, servicing rights, the interest-only strip, cash reserve accounts, and other retained interests. WFBs retained interests were subject to credit, payment, and interest rate risks on the transferred credit card receivables. The transferors interest was represented by security certificates and was reported in credit card loans held for sale. WFBs transferors interest ranked
pari passu
with investors interests in the securitization trusts. The remaining retained interests were subordinate to certain investors interests and, as such, may not have been realized by WFB if needed to absorb deficiencies in cash flows that were allocated to the investors of the trusts.As contractually required, WFB established certain cash accounts to be used as collateral for the benefit of investors. There were no amounts in the cash accounts at January 2, 2010, and June 27, 2009, and none were required. In addition, WFB owned asset-backed securities from some of its securitizations, which may have been subordinated to other notes issued.WFB maintained responsibility for servicing the securitized loans and received a servicing fee based on the average outstanding loans in the Trust. Servicing fees were paid monthly and were reflected in other non-interest income in Financial Services revenue.
WFBs retained interests, including asset-backed securities, and related receivableswere comprised of the following components prior to the consolidation of the Trust as of the dates indicated:

	January 2,		June 27,
	2010		2009
Asset-backed trading securities	$	68,752	$	20,125

Asset-backed available-for-sale securities (amortized cost of $76,984 and $76,943)		82,705		75,123
Interest-only strip, cashreserve accounts, and cash accounts		24,577		26,217
Transferor's interest		126,328		131,278

Other assets- accrued interest receivable and amounts due from the Trust		38,278		34,589
Total	$	340,640	$	287,332

CABELAS INC CIK:1267130
	2010-01-02	2009-06-27
Asset-backed trading securities	$68,752	$20,125
Asset-backed available-for-sale securities (amortized cost of $76,984 and $76,943)	82,705	75,123
Interest-only strip, cashreserve accounts, and cash accounts	24,577	26,217
Transferor's interest	126,328	131,278
Other assets- accrued interest receivable and amounts due from the Trust	38,278	34,589
Total	$340,640	$287,332

Table 5

Table column format standardization was unsuccessful.

Table of Contents
CABELAS INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
(Unaudited)
11.
STOCK AWARD PLANS
We recognized share-based compensation expense of $3,350 and $5,616 for the three and six months ended July 3, 2010, respectively, and $2,404 and $4,285 for the three andsix months ended June 27, 2009, respectively.Compensation expense related to our share-based payment awards is recognized in selling, distribution, and administrative expenses in the condensed consolidated statements of income. At July 3, 2010, the total unrecognized deferred share-based compensation balance for all equity awards issued, net of expected forfeitures, was $12,592, net of tax, which is expected to be amortized over a weighted average period of 2.1 years.
Employee Stock Options
During the six months ended July 3, 2010, there were 318,700 options granted to employees under the Cabelas Incorporated 2004 Stock Plan (the 2004 Plan) at a weighted average exercise price of $16.28 per share and 15,000 options granted to non-employee directors at an exercise price of $19.47 per share.These options have an eight-year term and vest over three years for employees and one year for non-employee directors.At July 3, 2010, there were 6,393,861 shares subject to options and 2,959,239 additional shares available for grant under the 2004 Plan.
At July 3, 2010, under our 1997 Stock Option Plan (the 1997 Plan), there were 389,762 shares subject to options with no shares available for grant.Options issued expire on the fifth or the tenth anniversary of the date of the grant under the 1997 Plan.
During the six months ended July 3, 2010, there were 588,747 options exercised.The aggregate intrinsic value of awards exercised during the six months ended July 3, 2010 was $7,246 compared to $693 during the six months ended June 27, 2009.Based on our closing stock price of $13.42 at July 3, 2010, the total number of in-the-money awards exercisable at July 3, 2010, was 895,424.
Nonvested Stock and Stock Unit Awards -
During the six months ended July 3, 2010, we issued 614,540 units of nonvested stock
under the 2004 Plan
to employees at a weighted average fair value of $16.26 per unit. These nonvested stock units vest evenly over three years on the grant date anniversary based on the passage of time.On March 2, 2010, we also issued 97,000 performance-based restricted stock units
under the 2004 Plan
to certain executives at a fair value of $16.18 per unit.These performance-based restricted stock units are subject to a performance criteria vesting condition for fiscal 2010 and will begin vesting in three equal installments on March 2, 2011, if the performance criteria is met.
Employee Stock Purchase Plan
The maximum number of shares of common stock available for issuance under our Employee Stock Purchase Plan is 1,835,000.During the six months ended July 3, 2010, there were 69,920 shares issued.At July 3, 2010, there were
911,029
shares authorized and available for issuance.

12.	STOCKHOLDERS EQUITY AND DIVIDEND RESTRICTIONS

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Table 6

Financial table in standard format

Level 1 Quoted market prices in active markets for identical assets or liabilities.
Level 2 Observable inputs other than quoted market prices.
Level 3 Unobservable inputs corroborated by little, if any, market data.
Level 3 is comprised of financial instruments whose fair value is estimated based on internally developed models or methodologies utilizing significant inputs that are primarily unobservable from objective sources. In determining the appropriate hierarchy levels, we performed an analysis of the assets and liabilities that are subject to ASC 820 and determined that at July 3, 2010, all applicable financial instruments carried on our condensed consolidated balance sheets are classified as Level 3. The following table summarizes the valuation of our recurring financial instruments at the periods ended:

	Fair Value at
	July 3,		January 2,		June 27,
Assets - Level 3	2010		2010		2009

Economic development bonds	$	107,397	$	108,491	$	115,650
Interest-only strip, cash reserve accounts, and cash accounts		-		24,577		26,217
Asset-backed trading securities		-		68,752		20,125
Asset-backed available-for-sale securities		-		82,705		75,123
	$	107,397	$	284,525	$	237,115

CABELAS INC CIK:1267130
	2010-07-03	2010-01-02	2009-06-27
Economic development bonds	$107,397	$108,491	$115,650
Interest-only strip, cash reserve accounts, and cash accounts		24,577	26,217
Asset-backed trading securities		68,752	20,125
Asset-backed available-for-sale securities		82,705	75,123
	$107,397	$284,525	$237,115

Table 7

Financial table in standard format

Table of Contents
CABELAS INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
(Unaudited)
In connection with the preparation of our condensed consolidated financial statements during the three and six months ended July 3, 2010, and June 27, 2009, we evaluated the recoverability of certain property and equipment and land held for sale.This evaluation included our existing store locations and future retail store sites.In accordance with the provisions of ASC Topic 360,
Property, Plant, and Equipment,
we recognized impairment charges totaling $1,834 in the three months ended July 3, 2010, as certain land held for sale with a total net carrying amount of $9,054 was written down to its fair value of $7,220.In the three and six months ended June 27, 2009, land held for sale and property and equipment with a total net carrying amount of $31,692 was written down to its fair value of $20,000, resulting in a total impairment charge of $11,692 ($10,160 relating to land held for sale and $1,532 relating to property and equipment). Known trends and management projections could change undiscounted cash flows in future periods which could trigger possible future write downs.
The carrying amounts of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, gift instruments (including credit card and loyalty rewards programs), accrued expenses, and income taxes payable included in the condensed consolidated balance sheets approximate fair value given the short-term nature of these financial instruments.The secured variable funding obligations of the Trust, which include variable rates of interest that adjust daily, can fluctuate daily based on the short-term operational needs of WFB with advances and pay downs at par value. Therefore, the carrying value of the secured variable funding obligations of the Trust approximates fair value.The estimated fair value for held-to-maturity securities are based on prices obtained from independent brokers which are estimated using pricing models that incorporate market data.
Credit card loans are originated with variable rates of interest that adjust with changing market interest rates. Thus, the carrying value of the credit card loans less the allowance for loan losses approximates fair value. This valuation does not include the value that relates to estimated cash flows generated from new loans over the life of the cardholder relationship. Accordingly, the aggregate fair value of the credit card loans does not represent the underlying value of the established cardholder relationship.
Time deposits are pooled in homogeneous groups, and the future cash flows of those groups are discounted using current market rates offered for similar products for purposes of estimating fair value.The estimated fair value of secured long-term obligations of the Trust and long-term debt is based on future cash flows associated with e ach type of debt discounted using current borrowing rates for similar types of debt of comparable maturity.
The following table provides the estimated fair values of financial instruments not carried at fair value at the periods ended:

	July 3,				January 2,
	2010				2010
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial Assets
Credit card loans, net	$	2,329,491	$	2,329,491	$	135,935	$	140,199
Held-to-maturity investment securities		224,905		224,965		-		-

Financial Liabilities
Time deposits		497,049		524,239		476,664		499,838
Secured long-term obligations of the Trust		2,127,900		2,141,823		-		-
Long-term debt		383,495		379,187		348,279		343,108

CABELAS INC CIK:1267130
	2010-07-03	2010-07-03	2010-01-02	2010-01-02
Carrying Value
Financial Assets
Credit card loans, net	$2,329,491	$2,329,491	$135,935	$140,199
Held-to-maturity investment securities	224,905	224,965
Financial Liabilities
Time deposits	497,049	524,239	476,664	499,838
Secured long-term obligations of the Trust	2,127,900	2,141,823
Long-term debt	383,495	379,187	348,279	343,108

Table 8

Financial table in standard format

Table of Contents
On January 21, 2010, the Office of the Comptroller of the Currency, the FDIC, the Office of Thrift Supervision, and the Federal Reserve (collectively, the federal agencies) issued final rules entitled
Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance; Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues
relating to changes to regulatory capital as a result of ASC Topics 810 and 860. The final rule provides an optional two-quarter delay and subsequent two-quarter phase-in (for a maximum of one year) for the effect on risk-based capital relating to the assets that must be consolidated as a result of the change i n accounting principles.WFB elected the optional two-quarter delay and subsequent two-quarter phase-in provision.WFBs required regulatory capital was increased due to the consolidation of the assets and liabilities of the Trust on WFBs balance sheet under ASC Topics 810 and 860.As a result, Cabelas invested $75 million into WFB in the first quarter of 2010 in order for WFB to satisfy the requirements for the well-capitalized classification and will make an additional investment of approximately $125 million by the end of 2010. We had sufficient liquidity at July 3, 2010, to make the necessary investment in WFB.If WFB fails to satisfy the requirements for the well-capitalized classification under the regulatory framework for prompt corrective action, WFB would become subject to regulatory restrictions and WFBs ability to issue certificates of deposit could be affected.Effective December 11, 2009, we amended the terms of ou r credit agreement to allow us to invest up to $225 million into WFB in 2010 plus up to $25 million per year through June 30, 2012, when this credit agreement expires.
Operations Review
The three months ended July 3, 2010, and June 27, 2009, each consisted of 13 weeks, and the six months ended July 3, 2010, and June 27, 2009, each consisted of 26 weeks. Our operating results expressed as a percentage of revenue were as follows for the periods presented.

	Three Months Ended						Six Months Ended
	July 3,			June 27,			July 3,			June 27,
	2010			2009			2010			2009

Revenue		100.00	%		100.00	%		100.00	%		100.00	%
Cost of revenue		56.97			59.37			57.95			59.92
Gross profit (exclusive of depreciation and amortization)		43.03			40.63			42.05			40.08
Selling, distribution, and administrative expenses		36.85			35.06			37.59			35.98
Impairment and restructuring charges		0.35			2.13			0.17			1.23
Operating income		5.83			3.44			4.29			2.87
Other income (expense):
Interest expense, net		(1.07	)		(1.10	)		(1.02	)		(1.09	)
Other income, net		0.34			0.30			0.32			0.34
Total other income (expense), net		(0.73	)		(0.80	)		(0.70	)		(0.75	)
Income before provision for income taxes		5.10			2.64			3.59			2.12
Provision for income taxes		1.67			0.98			1.19			0.81
Net income		3.43	%		1.66	%		2.40	%		1.31	%

CABELAS INC CIK:1267130
	2010-04-03 to 2010-07-03 (3-months)	2009-03-27 to 2009-06-27 (3-months)	2010-01-03 to 2010-07-03 (6-months)	2008-12-27 to 2009-06-27 (6-months)
Revenue	100.00	100.00	100.00	100.00
Cost of revenue	56.97	59.37	57.95	59.92
Gross profit (exclusive of depreciation and amortization)	43.03	40.63	42.05	40.08
Selling, distribution, and administrative expenses	36.85	35.06	37.59	35.98
Impairment and restructuring charges	0.35	2.13	0.17	1.23
Operating income	5.83	3.44	4.29	2.87
Other income (expense):
Interest expense, net	(1.07)	(1.10)	(1.02)	(1.09)
Other income, net	0.34	0.30	0.32	0.34
Total other income (expense), net	(0.73)	(0.80)	(0.70)	(0.75)
Income before provision for income taxes	5.10	2.64	3.59	2.12
Provision for income taxes	1.67	0.98	1.19	0.81
Net income	3.43	1.66	2.40	1.31

Table 9

Financial table in standard format

Table of Contents
The following chart shows the activity in our allowance for loan losses and charge off activity for the periods presented:

	Three Months Ended						Six Months Ended
	July 3,			June 27,			July 3,			June 27,
	2010			2009			2010			2009
	(Dollars in Thousands)

Balance, beginning of period	$	104,850		$	1,180		$	1,374		$	1,507
Change in allowance for loan losses upon adoption of ASC Topics 810 and 860		-			-			114,573			-
		104,850			1,180			115,947			1,507
Provision for loan losses		16,609			324			31,756			343

Charge-offs		(29,422	)		(357	)		(59,404	)		(745	)
Recoveries		3,963			46			7,701			88
Net charge-offs		(25,459	)		(311	)		(51,703	)		(657	)
Balance, end of period	$	96,000		$	1,193		$	96,000		$	1,193

Net charge-offs on securitized credit card loans	$	-		$	(25,010	)	$	-		$	(47,278	)
Net charge-offs on credit card loans on consolidated balance sheet		(25,459	)		(311	)		(51,703	)		(657	)
Charge-offs of accrued interest and fees (recorded as a reduction in interest and fee income)		(3,397	)		(4,096	)		(7,159	)		(7,897	)
Total net charge-offs including accrued interest and fees	$	(28,856	)	$	(29,417	)	$	(58,862	)	$	(55,832	)


Net charge-offs including accrued interest and fees as a percentage of average managed credit card loans		4.78	%		5.24	%		4.87	%		4.98	%

CABELAS INC CIK:1267130
	2010-04-03 to 2010-07-03 (3-months)	2009-03-27 to 2009-06-27 (3-months)	2010-01-03 to 2010-07-03 (6-months)	2008-12-27 to 2009-06-27 (6-months)
(Dollars in Thousands)
Balance, beginning of period	$104,850	$1,180	$1,374	$1,507
Change in allowance for loan losses upon adoption of ASC Topics 810 and 860			114,573
	104,850	1,180	115,947	1,507
Provision for loan losses	16,609	324	31,756	343
Charge-offs	(29,422)	(357)	(59,404)	(745)
Recoveries	3,963	46	7,701	88
Net charge-offs	(25,459)	(311)	(51,703)	(657)
Balance, end of period	$96,000	$1,193	$96,000	$1,193
Net charge-offs on securitized credit card loans		$(25,010)		$(47,278)
Net charge-offs on credit card loans on consolidated balance sheet	(25,459)	(311)	(51,703)	(657)
Charge-offs of accrued interest and fees (recorded as a reduction in interest and fee income)	(3,397)	(4,096)	(7,159)	(7,897)
Total net charge-offs including accrued interest and fees	$(28,856)	$(29,417)	$(58,862)	$(55,832)
Net charge-offs including accrued interest and fees as a percentage of average managed credit card loans	4.78	5.24	4.87	4.98

Row "(Dollars in Thousands)": Multi-column field in a numeric row

Original filing from SEC EDGAR system.