**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K**

 

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

 

x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

 

For the fiscalyear ended December 30, 2006

 

o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

 

**Commissionfile number  333-127864-02**

 

**TARGETCREDIT CARD MASTER TRUST**

(Issuing Entityfor the Certificates)

(Exact name ofregistrant as specified in its charter)

 

**TARGETRECEIVABLES CORPORATION**

(Depositor intothe 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 telephone  number, including area code: 612/696-3102 |
| Securities registered  pursuant to Section 12(b) of the Act: None           |
| Securities registered  pursuant to Section 12(g) of the Act:                |

 

Floating RateClass A Asset Backed Certificates, Series 2002-1Asset Backed Collateral Certificate, Series 2005-1(Title of Class)

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act.

Yes   **o**       No  x

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or 15(d)of the Act.

Yes   **o**       No  x

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thelast 90 days:

Yes   x      No   **o**

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of the registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendments to this Form 10-K.

NOT APPLICABLE

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act.                                               (Checkone):

 
| Large accelerated filer     **o** | Accelerated  filer     **o** | Non-accelerated  filer     x |
|-------------------------------------------------------|--------------------------------------------------|--------------------------------------------------|

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).

Yes   **o**       No  x

 

State the aggregatemarket value of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold, orthe average bid and asked prices of such common equity, as of the last businessday of the registrant’s most recently completed second fiscal quarter.

 

The registrant has novoting or non-voting common equity outstanding as of the date of this report.

 

 

DOCUMENTSINCORPORATED BY REFERENCE

 

None

 

 

**PART I**

 

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

 

Target Credit Card MasterTrust (the “Trust”) was formed pursuant to a Pooling and Servicing Agreementdated as of September 13, 1995 (as amended, modified or supplemented, the “Poolingand Servicing Agreement”), 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 onlybusiness is to act as a passive conduit to permit investments in a pool of theTransferor’s consumer receivables generated by open-end credit card accountsowned by the Servicer.

 

Target ReceivablesCorporation was formed in Minnesota on May 15, 1995 and is a wholly-ownedsubsidiary of a corporation that is wholly-owned by Target Corporation. TargetReceivables Corporation is the Transferor of the receivables to the Trust, theDepositor of the collateral certificate into the Target Credit Card Owner Trust2005-1 (the “Owner Trust”), and the administrator of the Owner Trust.

 

**Item 1A.****                                                  RiskFactors.**

 

Not applicable.

 

**Item 1B.****                                                  UnresolvedStaff Comments.**

 

None.

 

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

 

The assets of the Trust(the “Trust Assets”) include a portfolio of receivables (the “Receivables”)generated from time to time in a portfolio of consumer open-end credit cardaccounts (the “Accounts”), funds collected or to be collected in respect of theReceivables, monies on deposit in certain accounts of the Trust, anyparticipation interests included in the Trust, funds collected or to becollected with respect to such participation interests and any enhancement withrespect to a particular series or class. The Trust Assets are expected tochange over the life of the Trust as receivables in consumer open-end creditcard accounts and other open-end credit accounts and related assets areincluded in the Trust and as Receivables in Accounts included in the Trust arecharged-off or removed.

 

Exhibits 99.2 and 99.3 to this Report set forthcertain information relating to the Transferor’s fiscal year ended December 30,2006. Such information, which was derived from the monthly settlementstatements relating to such period as delivered to the Trustee pursuant to thePooling and Servicing Agreement, is incorporated herein by reference.

 

 
| **Item 3.** | **Legal Proceedings.** |
|-------------|------------------------|

 

None.

 
| **Item 4.** | **Submission of Matters to a Vote  of Security Holders.** |
|-------------|-----------------------------------------------------------|

 

Not applicable.

 

**PART II**

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

 

In September 2006, theTrust issued Class A Asset Backed Variable Funding Certificates, Series 2006-1in a private transaction (the “Series 2006-1 Certificates”). The principalamount of the Series 2006-1 Certificates fluctuates and did not exceed $500million.

 

In July 2002, the Trustissued $750,000,000 of five year floating rate Class A Certificates to thepublic (the “Series 2002-1 Certificates”). In November 2005, the Trust issued a$1,153,846,154 Collateral Certificate (the “Series 2005-1 CollateralCertificate”) and Target Receivables Corporation transferred the CollateralCertificate to the Owner Trust.

 

Although they trade inthe over-the-counter market to a limited extent, there is currently noestablished public trading market for the Series 2002-1 Certificates. TheSeries 2002-1 Certificates are held and delivered in book-entry form throughthe facilities of The Depository Trust Company (“DTC”), a “clearing agency”registered pursuant to the provisions of Section 17A of the Securities ExchangeAct of 1934, as amended. The definitive Series 2002-1 Certificates are held byCede & Co., the nominee of DTC.

 

The undivided interestsin the Trust, other than those represented by the Series  2002-1 Certificates, the Series 2005-1Collateral Certificate and the Series 2006-1 Certificates, are owned by theTransferor and the Servicer.

 
| **Item 6.** | **Selected Financial Data.** |
|-------------|------------------------------|

 

Not applicable.

 
| **Item 7.** | **Management’s Discussion and  Analysis of Financial Condition and Results of Operations.** |
|-------------|--------------------------------------------------------------------------------------------------|

 

Not applicable.

 
| **Item  7A.** | **Quantitative  and Qualitative Disclosures About Market Risk.** |
|---------------|------------------------------------------------------------------|

 

Not applicable.

 

 

**Item 8.****                                                           FinancialStatements and Supplementary Data.**

 

Not applicable.

 

**Item 9.****                                                           Changesin and Disagreements with Accountants on Accounting and Financial Disclosure.**

 

None.

 

**Item 9A.****                                                  Controlsand Procedures.**

 

Not applicable.

 

**Item 9B.****                                                  OtherInformation.**

 

Not applicable.

 

**PART III**

 

**Item 10.****                                                    Directorsand Executive Officers of the Registrant.**

 

Not applicable.

 

**Item 11.****                                                    ExecutiveCompensation.**

 

Not applicable.

 

**Item 12.****                                                    SecurityOwnership of Certain Beneficial Owners and Management and Related StockholderMatters.**

 

Notapplicable.

 

**Item 13.****                                                    CertainRelationships and Related Transactions.**

 

Not applicable.

 

**Item 14.****                                                    PrincipalAccountant Fees and Services.**

 

Not applicable.

 

 

**PART IV**

 
| **Item 15.** | **Exhibits and Financial  Statement Schedules.** |
|--------------|--------------------------------------------------|
|         |                                             |   |
|         | a.                                               | The following documents  are filed as part of this Report. |
|         |                                             |   |
| ** **   | ** **                                       | **3.** | **Exhibits** |
|         |                                             |   |   |
|         |                                             |   | 31.1 | Certification. |
|         |                                             |   |   |   |
|         |                                             |   | 99.1 | Annual Servicer’s Certificate  for the year ended December 30, 2006. |
|         |                                             |   |   |   |
|         |                                             |   | 99.2 | Annual  Certificateholders’ Statement for the year ended December 30, 2006, Series  2002-1. |
|         |                                             |   |   |   |
|         |                                             |   | 99.3 | Annual Collateral  Certificateholders’ Statement for the year ended December 30, 2006, Series 2005-1. |
|         |                                             |   |   |   |
|         |                                             |   | 99.4 | Report of Independent  Registered Public Accounting Firm. |
|         |                                             |   |   |   |
|         |                                             |   | 99.5 | Report of Management on  Compliance. |

 

 

**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

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

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of Target ReceivablesCorporation and in the capacities and on the dates indicated.

 
| **Signature**             |   | **Title**                                                               |   | **Date**       |
|---------------------------|--------|-------------------------------------------------------------------------|--------|----------------|
|                      |   |                                                                    |   |           |
|                      |   |                                                                    |   |           |
| /s/ Douglas A.  Scovanner |   |                                                                    |   |           |
| Douglas A. Scovanner      |   | President and Director                                                  |   | March 21, 2007 |
|                      |   | (Principal Accounting                                                   |   |           |
|                      |   | Officer)                                                                |   |           |
|                      |   |                                                                    |   |           |
|                      |   |                                                                    |   |           |
| /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            |       | Certification                                                                                              |
|            |       |                                                                                                       |
| 99.1            |       | Annual Servicer’s  Certificate for the year ended December 30, 2006                                   |
|            |       |                                                                                                       |
| 99.2            |       | Annual  Certificateholders’ Statement for the year ended December 30, 2006, Series  2002-1            |
|            |       |                                                                                                       |
| 99.3            |       | Annual Collateral  Certificateholders’ Statement for the year ended December 30, 2006, Series  2005-1 |
|            |       |                                                                                                       |
| 99.4            |       | Report of Independent  Registered Public Accounting Firm                                                   |
|            |       |                                                                                                       |
| 99.5            |       | Report of Management on  Compliance                                                                        |