** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K**

 

| **ý****ANNUAL REPORT PURSUANT TO SECTION 13  OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
|----------------------------------------------------------------------------------------------------------------|
|                                                                                                           |
| **For the fiscal year ended December 31, 2005**                                                           |
|                                                                                                           |
| **o****TRANSITION REPORT PURSUANT TO SECTION 13  OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934**  |

 

**Commission file number  333-127864-02**

 

**TARGET RECEIVABLES CORPORATION**

(Depositor into the Issuing Entity for the Certificates)

 

**TARGET CREDIT CARD MASTER TRUST**

(Issuing Entity for the Certificates)

(Exact name of registrant as specified in its charter)

 

| **Minnesota**            | ** ** | **41-1812153**           |
|--------------------------|------------|--------------------------|
| (State of Incorporation) |       | (I.R.S. Employer ID No.) |

 

| **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) ofthe Act: **None**

Securities registered pursuant to Section 12(g) ofthe Act:

 

**Floating Rate Class A Asset BackedCertificates, Series 2002-1**

**Asset Backed Collateral Certificate, Series 2005-1**

(Title of Class)

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.

Yes  **o**     No  ý

 

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

Yes  **o**     No  ý

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the last 90 days:

Yes  **ý**     No  o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof the registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendments to this Form 10-K.

NOT APPLICABLE

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the Exchange Act.                                               (Checkone):

 

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

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).

Yes  **o**     No  ý

 

Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates of the registrants. The aggregate value shall be computed byreference to the price at which the common equity was sold, or the average bidand asked prices of such common equity, as of a specified date within 60 daysprior to the date of filing.

 

Theregistrant has no voting or non-voting common equity outstanding as of the dateof this report.

 

 

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DOCUMENTS INCORPORATED BY REFERENCE

 

1. The sections of the registrant’s Post-EffectiveAmendment to the Registration Statement (Registration No. 333-127864)filed on November 3, 2005 set forth below:

 

a.                                       “RiskFactors” on pages S-13 through S-21 of the prospectus supplement;

 

b.                                      “TargetNational Bank’s Credit Card Business” on pages S-22 through S-26 of theprospectus supplement; and

 

c.                                       theprospectus.

 

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**PART I**

 

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

 

TargetCredit Card Master Trust (the “Trust”) was formed pursuant to a Pooling andServicing Agreement dated as of September 13, 1995 (as amended, modifiedor supplemented, the “Pooling and Servicing Agreement”), by and among TargetNational Bank, as servicer (the “Servicer”), Target Receivables Corporation, astransferor (the “Transferor”), and Wells Fargo Bank, National Association, astrustee (the “Trustee”). The Trust’s only business is to act as a passiveconduit to permit investments in a pool of the Transferor’s consumerreceivables generated by open-end credit card accounts owned by the Servicer.

 

TargetReceivables Corporation was formed in Minnesota on May 15, 1995 and is awholly-owned subsidiary of a corporation that is wholly-owned by TargetCorporation. Target Receivables Corporation is the Transferor of the receivablesto the Trust, the Depositor of the collateral certificate into the TargetCredit Card Owner Trust 2005-1 (the “Owner Trust”), and the administrator ofthe Owner Trust.

 

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

 

Notapplicable.

 

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

 

None.

 

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

 

Theassets of the Trust (the “Trust Assets”) include a portfolio of receivables(the “Receivables”) generated from time to time in a portfolio of consumeropen-end credit card accounts (the “Accounts”), funds collected or to becollected in respect of the Receivables, monies on deposit in certain accountsof the Trust, any participation interests included in the Trust, fundscollected or to be collected with respect to such participation interests andany enhancement with respect to a particular series or class. The TrustAssets are expected to change over the life of the Trust as receivables inconsumer open-end credit card accounts and other open-end credit accounts andrelated assets are included in the Trust and as Receivables in Accountsincluded in the Trust are charged-off or removed.

 

Exhibits99.2 and 99.3 to this Report set forth certain information relating to theTransferor’s fiscal year ended December 31, 2005. Such information, whichwas derived from the monthly settlement statements relating to such period asdelivered to the Trustee pursuant to the Pooling and Servicing Agreement, isincorporated herein by reference.

 

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**Item 3.****                                                           LegalProceedings.**

 

None.

 

**Item 4.****                                                           Submissionof Matters to a Vote of Security Holders.**

 

Notapplicable.

 

**PART II**

 

**Item 5.****                                                           Marketfor Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities.**

 

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

 

Althoughthey trade in the over-the-counter market to a limited extent, there iscurrently no established public trading market for the Series 2002-1Certificates. The Series 2002-1 Certificates are held and delivered inbook-entry form through the facilities of The Depository Trust Company (“DTC”),a “clearing agency” registered pursuant to the provisions of Section 17Aof the Securities Exchange Act of 1934, as amended. The definitive Series 2002-1Certificates are held by Cede & Co., the nominee of DTC.

 

Theundivided interests in the Trust, other than those represented by the Series 2002-1 Certificates and the Series 2005-1 Collateral Certificate, areowned by the Transferor and the Servicer.

 

**Item 6.****                                                           SelectedFinancial Data.**

 

Notapplicable.

 

**Item 7.****                                                           Management’sDiscussion and Analysis of Financial Condition and Results of Operations.**

 

Notapplicable.

 

**Item 7A.****                                                  Quantitativeand Qualitative Disclosures About Market Risk.**

 

Notapplicable.

 

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

 

Notapplicable.

 

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

 

None.

 

**Item9A.****                                                  Controlsand Procedures.**

 

Notapplicable.

 

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

 

Notapplicable.

 

**PART III**

 

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

 

Notapplicable.

 

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

 

Notapplicable.

 

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

 

Not applicable.

 

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

 

Notapplicable.

 

**Item14.****                                                    PrincipalAccountant Fees and Services.**

 

Notapplicable.

 

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**PART IV**

 

**Item 15.****                                                    Exhibitsand Financial Statement Schedules.**

 

a.                                       Thefollowing documents are filed as part of this Report.

 

**3.****                                      Exhibits**

 

31.1                           Certification.

 

99.1                           AnnualServicer’s Certificate for the year ended December 31, 2005.

 

99.2                           AnnualCertificateholders’ Statement for the year ended December 31, 2005, Series 2002-1.

 

99.3                           AnnualCollateral Certificateholders’ Statement for the year ended December 31,2005, Series 2005-1.

 

99.4                           Reportof Independent Registered Public Accounting Firm.

 

99.5                           Reportof Management on Compliance.

 

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 
|                        | TARGET  RECEIVABLES CORPORATION |
|-----------------------------|---------------------------------|
|                        |                            |
|                        |                            |
| Dated: March 31,  2006 | By:                             | /s/ Douglas A.  Scovanner |   |
|                        | Douglas A.  Scovanner,          |
|                        | President and  Director         |
|                             |                                 |  |  |  |

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has been signedbelow by the following persons on behalf of Target Receivables Corporation andin the capacities and on the dates indicated.

 
| **Signature**             | ** ** | **Title**                                                               | ** ** | **Date**             |
|---------------------------|------------|-------------------------------------------------------------------------|------------|----------------------|
| ** **                | ** ** | ** **                                                              | ** ** | ** **           |
| ** **                | ** ** | ** **                                                              | ** ** | ** **           |
| /s/ Douglas A.  Scovanner |       |                                                                    |       |                 |   |
| Douglas A.  Scovanner     |       | President and  Director  (Principal Accounting  Officer)                |       | March 31,  2006 |
|                      |       |                                                                    |       |                 |
|                      |       |                                                                    |       |                 |
| /s/ Sara J. Ross          |       |                                                                    |       |                 |   |
| Sara J. Ross              |       | Vice President,  Treasurer  and Director (Principal  Financial Officer) |       | March 31,  2006 |
|                      |       |                                                                    |       |                 |
|                      |       |                                                                    |       |                 |
| /s/ Terrence J.  Scully   |       |                                                                    |       |                 |   |
| Terrence J.  Scully       |       | Vice President  and Director                                            |       | March 31,  2006 |
|                           |            |                                                                         |            |                      |  |  |  |

 

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# **EXHIBIT INDEX**

# ** **

| **Exhibit No.** | ** ** | **Exhibit**                                                                                                          |
|----------------------|------------|----------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                 |
| 31.1                 |       | Certification                                                                                                        |
|                 |       |                                                                                                                 |
| 99.1                 |       | Annual Servicer’s  Certificate for the year ended December 31, 2005                                        |
|                 |       |                                                                                                                 |
| 99.2                 |       | Annual  Certificateholders’ Statement for the year ended December 31, 2005, Series 2002-1             |
|                 |       |                                                                                                                 |
| 99.3                 |       | Annual  Collateral Certificateholders’ Statement for the year ended December 31,  2005, Series 2005-1 |
|                 |       |                                                                                                                 |
| 99.4                 |       | Report of  Independent Registered Public Accounting Firm                                                             |
|                 |       |                                                                                                                 |
| 99.5                 |       | Report of Management  on Compliance                                                                                  |

 

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