** **

**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K**

 

**(**Mark One**)**

 

x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACTOF 1934

 

For the fiscal year ended December 30, 2006

 

o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACTOF 1934

 

**Commission file number  333-127864-01**

 

**TARGET CREDIT CARD MASTER TRUST**

(Issuing Entity for the Certificates)

 

**TARGET CREDIT CARD OWNER TRUST2005-1**

(Issuing Entity for the Notes)

(Exact name of registrant as specified in its charter)

 

**TARGET RECEIVABLES CORPORATION**

(Depositor into the Issuing Entity for the Certificates)

 

| Minnesota                          |   | 41-1812153                            |
|------------------------------------|--------|---------------------------------------|
| (State or Other  Jurisdiction      |   | (I.R.S. Employer  Identification No.) |
| of Incorporation or  Organization) |   |                                  |

 

| Target Receivables Corporation              |   |       |
|---------------------------------------------|--------|------------|
| 1000 Nicollet Mall, 31st Floor, Suite  3136 |   |       |
| Minneapolis, Minnesota                      |   | 55403      |
| (Address of Principal  Executive Offices)   |   | (Zip Code) |

 

Registrant’s telephonenumber, including area code:  612/696-3102

Securities registeredpursuant to Section 12(b) of the Act:       None

Securities registeredpursuant to Section 12(g) of the Act:

 

Floating Rate Class A Asset Backed Notes, Series 2005-1

(Title of Class)

 

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes   o      No   x

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or 15(d) of the Act.

Yes   o      No   x

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the last 90 days:

Yes   x      No   o

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendments tothis Form 10-K.

NOT APPLICABLE

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer andlarge accelerated filer” in Rule 12b-2 of the Exchange Act.             (Checkone):

Large accelerated filer       o              Acceleratedfiler       o              Non-acceleratedfiler       x

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   o      No   x

 

State the aggregate market value of the voting and non-votingcommon equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked prices ofsuch common equity, as of the last business day of the registrant’s mostrecently completed second fiscal quarter.

 

The registrant has no voting or non-voting commonequity outstanding as of the date of this report.

 

 

DOCUMENTS INCORPORATED BYREFERENCE

 

None

 

 

**PART I**

 

**Item 1.****                                                          ****Business.**

 

Target Credit Card Master Trust (the “Trust”) wasformed pursuant to a Pooling and Servicing Agreement dated as of September 13,1995 (as amended, modified or supplemented, the “Pooling and ServicingAgreement”), by and among Target National Bank, as servicer (the “Servicer”),Target Receivables Corporation, as transferor (the “Transferor”), and WellsFargo Bank, National Association, as trustee (the “Trustee”).  The Trust’s only business is to act as apassive conduit to permit investments in a pool of the Transferor’s consumerreceivables generated by open-end credit card accounts owned by the Servicer.

 

Target Credit Card Owner Trust (the “Owner Trust”) wasformed as a statutory trust under the laws of the State of Delaware pursuant toan Amended and Restated Trust Agreement, dated as of November 4, 2005 (asamended, modified or supplemented, the “Trust Agreement”), by and betweenTarget Receivables Corporation, as depositor (the “Depositor”) and WilmingtonTrust Company, as owner trustee (the “Owner Trustee”).  The Owner Trust’s only business is to act asa passive conduit to permit investments in its assets which are comprisedprimarily of a collateral certificate representing an interest in the assets ofthe Trust.

 

Target Receivables Corporation was formed in Minnesotaon May 15, 1995 and is a wholly-owned subsidiary of a corporation that iswholly-owned by Target Corporation. Target Receivables Corporation is the Transferor of the receivables tothe Trust, the Depositor of the collateral certificate into the Owner Trust,and the administrator of the Owner Trust.

 

**Item 1A.****                                                 ****Risk Factors.**

 

Not applicable.

 

**Item 1B.****                                                 ****Unresolved Staff Comments.**

 

None.

 

**Item 2.****                                                          ****Properties.**

 

The assets of the Owner Trust (the “Owner Trust Assets”)include the collateral certificate, representing an interest in the assets ofthe Trust, and the Note distribution account.

 

The assets of the Trust (the “Trust Assets”) include aportfolio of receivables (the “Receivables”) generated from time to time in aportfolio of consumer open-end credit card accounts (the “Accounts”), fundscollected or to be collected in respect of the Receivables, monies on depositin certain accounts of the Trust, any participation interests included in theTrust, funds collected or to be collected with respect to such participationinterests and any enhancement with respect to a 

 

 

particular series or class.  The Trust Assets are expected to change overthe life of the Trust as receivables in consumer open-end credit card accountsand other open-end credit accounts and related assets are included in the Trustand as Receivables in Accounts included in the Trust are charged-off orremoved.

 

Exhibit 99.2 tothis Report sets forth certain information relating to the Transferor’s fiscalyear ended December 30, 2006.  Suchinformation, which was derived from the monthly settlement statements relatingto such period as delivered to the Trustee pursuant to the Pooling andServicing Agreement, is incorporated herein by reference.

 

**Item 3.****                                                          ****Legal Proceedings.**

 

None.

 

**Item 4.****                                                          ****Submission of Matters to a Voteof Security Holders.**

 

Not applicable.

 

**PART II**

 

**Item 5.****                   ****Market for Registrant’s CommonEquity, Related Stockholder Matters and Issuer Purchases of Equity Securities.**

 

In September 2006, the Trust issued Class A AssetBacked Variable Funding Certificates, Series 2006-1 in a private transaction(the “Series 2006-1 Certificates”).  Theprincipal amount of the Series 2006-1 Certificates fluctuates and did notexceed $500 million.

 

In July 2002, the Trust issued $750,000,000 of fiveyear floating rate Class A Certificates to the public (the “Series 2002-1Certificates”).  In November 2005, theTrust issued a $1,153,846,154 Collateral Certificate (the “Series 2005-1Collateral Certificate”) which was transferred to the Owner Trust and the OwnerTrust issued $900,000,000 of five year floating rate Class A Notes to thepublic (the “Series 2005-1 Notes”).

 

Although they trade in the over-the-counter market toa limited extent, there is currently no established public trading market forthe Series 2005-1 Notes.  The Series 2005-1Notes are held and delivered in book-entry form through the facilities of TheDepository Trust Company (“DTC”), a “clearing agency” registered pursuant tothe provisions of Section 17A of the Securities Exchange Act of 1934, asamended.  The definitive Series 2005-1 Notesare held by Cede & Co., the nominee of DTC.

 

The undivided subordinated interests in the Owner Trust,other than those represented by the Series 2005-1 Notes, are owned by the Transferor and the Servicer.

 

 

**Item 6.****                                                          ****Selected Financial Data.**

 

Not applicable.

 

**Item 7.****                                                          ****Management’s Discussion and Analysisof Financial Condition and Results of Operations.**

 

Not applicable.

 

**Item7A.****                                                 ****Quantitative andQualitative Disclosures About Market Risk.**

 

Not applicable.

 

**Item 8.****                                                          ****Financial Statements andSupplementary Data.**

 

Not applicable.

 

**Item 9.****                                                          ****Changes in and Disagreements withAccountants on Accounting and Financial Disclosure.**

 

None.

 

**Item9A.****                                                 ****Controls and Procedures.**

 

Not applicable.

 

**Item 9B.****                                                 ****Other Information.**

 

Not applicable.

 

**PART III**

 

**Item 10.****                                                   ****Directors and Executive Officersof the Registrant.**

 

Not applicable.

 

**Item 11.****                                                   ****Executive Compensation.**

 

Not applicable.

 

**Item 12.****                                                   ****Security Ownership of CertainBeneficial Owners and Management and Related Stockholder Matters.**

 

Not applicable.

 

**Item 13.****                                                   ****Certain Relationships and RelatedTransactions.**

 

Not applicable.

 

 

**Item14.****                                                   ****Principal AccountantFees and Services.**

 

Not applicable.

 

 

 

**PART IV**

 

**Item 15.****                                                   ****Exhibits and Financial StatementSchedules.**

 

a.                                       The following documents are filed as partof this Report.

 

**3.****                                     ****Exhibits**

 

31.1         Certification.

 

99.1         Annual Servicer’s Certificate for the year ended December30, 2006.

 

99.2         Annual Collateral Certificateholders’ Statement forthe year ended December 30, 2006, Series 2005-1.

 

99.3         Report of Independent Registered Public AccountingFirm.

 

99.4         Report of Management on Compliance.

 

99.5         Annual Statement of Compliance.

 

 

**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned, thereunto duly authorized.

 
|                             | TARGET RECEIVABLES CORPORATION |
|----------------------------------|--------------------------------|
|                             |                           |   |
|                             |                           |   |
| Dated:  March 21, 2007 |                           | By:  /s/ Douglas A. Scovanner        |
|                             |                           | Douglas A. Scovanner, |
|                             |                           | President and Director |

 

Pursuant to the requirements of the Securities Exchange Act of 1934,this report has been signed below by the following persons on behalf of TargetReceivables Corporation and in the capacities and on the dates indicated.

 
| **Signature**                                                                                                                                            | **Title**                                                                                              | **Date**                                                                       |
|----------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------|
|  

 

/s/ Douglas A.  Scovanner         

Douglas A. Scovanner                                    |  

 

 

 

President and Director  (Principal Accounting  Officer)                |  

 

 

 

March 21, 2007                                 |
|  

 

 

/s/ Corey L. Haaland             

Corey L. Haaland             |  

 

 

 

Vice President, Treasurer  and Director (Principal  Financial Officer) |  

 

 

 

March 21, 2007                                 |
|  

 

 

 

/s/ Terrence J. Scully             

Terrence J. Scully |  

 

 

 

 

Vice President and  Director                                   |  

 

 

 

 

March 21, 2007

 

 

  |

# ** **

# **EXHIBIT INDEX**

 

** **
| **Exhibit  No.**                                               | **Exhibit**                                                                                                                                                                                                                                                             |
|----------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  

31.1

 

99.1

                              |  

Certification

 

Annual Servicer’s Certificate for the year ended December  30, 2006.                                                                                                                                                                |
| 99.2

 

 

99.3

 

99.4

 

99.5

  | Annual Collateral Certificateholders’ Statement for  the year ended December 30, 2006, Series 2005-1

 

Report of Independent Registered Public Accounting  Firm

 

Report of Management on Compliance

 

Annual Statement of Compliance

  |