**UNITEDSTATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K**

 

ANNUAL REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIESEXCHANGE ACT OF 1934

 

For the fiscalyear ended January 1, 2005

 

**Commissionfile number  0-26930**

 

**TARGET CREDITCARD MASTER TRUST**

(Issuer of theCertificates)

 

**TARGETRECEIVABLES CORPORATION**

(Originator ofthe Trust Described Herein)

(Exact name ofRegistrant as Specified in its Charter)

 

| Minnesota                                   |   | 41-1812153               |
|---------------------------------------------|--------|--------------------------|
| (State of Incorporation)                    |   | (I.R.S. Employer ID No.) |
|                                        |   |                     |
| 1000 Nicollet Mall, 31st Floor,  Suite 3136 |   |                     |
| Minneapolis, Minnesota                      |   | 55403                    |
| (Address of principal executive offices)    |   | (Zip Code)               |

 

Registrant’s telephone number, including areacode:  612/696-3102

Securities registered pursuant to Section12(b) of the Act:    None

Securities registered pursuant to Section12(g) of the Act:

 

Floating RateClass A Asset Backed Certificates, Series 2001-1

Floating RateClass A Asset Backed Certificates, Series 2002-1

(Title ofClass)

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be 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 to suchfiling requirements for the past 90 days. Yes X  No __

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Exchange Act Rule 12b-2). Yes __  No X

 

The registrant has no voting stock or non-voting common equity held bynon-affiliates and meets the conditions set forth in General InstructionI(1)(a) and (b) of Form 10-K.  Disclosurepursuant to Item 405 of Regulation S-K is not required.

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

1.  The sections of the Registrant’s RegistrationStatement (Registration No. 333-103371) filed on February 21, 2003 set forthbelow:

 

a.  “Risk Factors” on pages S-13through S-20 of the prospectus supplement;

b.  “Retailers National Bank’s Credit CardBusiness” on pages S-21 through S-24 of the prospectus supplement; and

c.  the prospectus.

 

 

**PART I**

 

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

 

Target Credit Card Master Trust (the “Trust”) was formed pursuant to aPooling and Servicing Agreement dated as of September 13, 1995 (as amended,modified or supplemented, the “Pooling and Servicing Agreement”), by and amongTarget National Bank (formerly known as Retailers National Bank), as servicer (“Servicer”),Target Receivables Corporation, as transferor (“Transferor”), and Wells FargoBank, National Association (successor by merger to Wells Fargo Bank, NationalAssociation), as trustee (“Trustee”). The Trust’s only business is to act as a passive conduit to permitinvestments in a pool of the Transferor’s consumer receivables generated byopen-end credit card accounts owned by Servicer.  The Transferor is a wholly-owned subsidiaryof a corporation that is wholly-owned by Target Corporation.

 

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

 

The assets of the Trust (the “Trust Assets”) include a portfolio ofreceivables (the “Receivables”) generated from time to time in a portfolio ofconsumer open-end credit card accounts (the “Accounts”), funds collected or tobe collected in respect of the Receivables, monies on deposit in certainaccounts of 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 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.

 

Exhibits 99.2 and 99.3 to this Report set forthcertain information relating to the Transferor’s fiscal year ended January 1,2005.  Such information, which wasderived from the monthly settlement statements relating to such period asdelivered to the Trustee pursuant to the Pooling and Servicing Agreement, isincorporated herein by reference.

 

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

 

None.

 

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

 

Not applicable.

 

 

**PART II**

 

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

 

In August 2001, the Trust issued $750,000,000 of seven year floatingrate Class A Certificates to the public (the “Series 2001 Certificates”).  The Series 2001 Certificates were repaid infull and cancelled in July 2004.  In July2002, the Trust issued $750,000,000 of five year floating rate Class ACertificates to the public (the “Series 2002-1 Certificates”).

 

Although they trade in the over-the-counter market to a limited extent,there is currently no established public trading market for the Series 2002Certificates.  The Series 2002Certificates are held and delivered in book-entry form through the facilitiesof The Depository Trust Company (“DTC”), a “clearing agency” registeredpursuant to the provisions of Section 17A of the Securities Exchange Act of1934, as amended.  The definitive Series2002 Certificates are held by Cede & Co., the nominee of DTC.

 

The undivided interests in the Trust, other than those represented bythe Series 2002 Certificates, are owned by the Transferor and the Servicer.

 

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

 

Not applicable.

 

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

 

Not applicable.

 

**Item 7A.****                                                  Quantitativeand 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.****                                                  Controland 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.**

 

Not applicable.

 

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

 

Not applicable.

 

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

 

Not applicable.

 

**PART IV**

 

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

 

a.             The followingdocuments are filed as part of this Report.

 

**3.****             Exhibits**

 

31.1                 Certification.

 

99.1                 Annual Servicer’sCertificate for the year ended January 1, 2005, Series 2001-1 and Series2002-1.

 

99.2                 AnnualCertificateholders’ Statement for the year ended January 1, 2005, Series2001-1.

 

99.3                 AnnualCertificateholders’ Statement for the year ended January 1, 2005, Series2002-1.

 

99.4                 Report ofIndependent Accountants.

 

99.5                 Report ofManagement on 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 28, 2005 |   |                           | 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 28, 2005 |
|                                           |                                                                   |           |
|                                           |                                                                   |           |
| /s/ Stephen C. Kowalke  Stephen C. Kowalke     | Vice President, Treasurer  and Director (Principal  Financial Officer) | March 28, 2005 |
|                                           |                                                                   |           |
|                                           |                                                                   |           |
| /s/ Terrence J. Scully  Terrence J. Scully     | Vice President and Director                                            | March 28, 2005 |

 

 

# **EXHIBIT INDEX**

 
| **Exhibit No.** |   | **Exhibit**                                                                                              |
|-----------------|--------|----------------------------------------------------------------------------------------------------------|
|            |   |                                                                                                     |
| 31.1            |   | Certification                                                                                            |
|            |   |                                                                                                     |
| 99.1            |   | Annual Servicer’s Certificate for the year  ended January 1, 2005, Series 2001-1, and Series 2002-1 |
|            |   |                                                                                                     |
| 99.2            |   | Annual Certificateholders’ Statement for  the year ended January 1, 2005, Series 2001-1             |
|            |   |                                                                                                     |
| 99.3            |   | Annual Certificateholders’ Statement for  the year ended January 1, 2005, Series 2002-1             |
|            |   |                                                                                                     |
| 99.4            |   | Report of Independent Accountants                                                                        |
|            |   |                                                                                                     |
| 99.5            |   | Report of Management on Compliance                                                                       |