** **

**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM10-K**

 

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

**SECURITIES EXCHANGE ACT OF1934**

 

**For thefiscal year ended December 31, 2005**

 

**o****  ****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE**

**SECURITIES EXCHANGE ACT OF1934**

 

**Commissionfile number  333-127864-01**

 

**TARGETRECEIVABLES CORPORATION**

(Depositor intothe Issuing Entity for the Certificates)

 

**TARGET CREDITCARD MASTER TRUST**

(Issuing Entityfor the Certificates)

 

**TARGETCREDIT CARD OWNER TRUST 2005-1**

(Issuing Entityfor the Notes)

(Exact name ofregistrant 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’stelephone number, including area code:  **612/696-3102**

Securitiesregistered pursuant to Section 12(b) of the Act:  **None**

Securitiesregistered pursuant to Section 12(g) of the Act:

 

**FloatingRate Class A Asset Backed Notes, 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 | ý |
|-----|---|--------|----|--------|

 

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 | ý |
|-----|---|--------|----|--------|

 

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 the last90 days:

 

| Yes | ý |   | 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  registrant’s knowledge, in definitive proxyor information statements incorporated by reference in Part III of this Form10-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 large acceleratedfiler” in Rule 12b-2 of the Exchange Act.                (Checkone):

 

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

 

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

 

| Yes | o |   | No | ý |
|-----|---|--------|----|--------|

 

State the aggregatemarket value of the voting and non-voting common equity held by non-affiliates ofthe registrants. The aggregate value shall be computed by reference to theprice at which the common equity was sold, or the average bid and asked pricesof such common equity, as of a specified date within 60 days prior to the dateof filing.

 

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

 

 

----

 

DOCUMENTSINCORPORATED BY REFERENCE

 

1. Thesections of the registrant’s Post-Effective Amendment to the RegistrationStatement (Registration No. 333-127864) filed on November 3, 2005 set forthbelow:

 

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.

 

2

----

 

**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 accounts ownedby the Servicer.

 

Target Credit Card OwnerTrust (the “Owner Trust”) was formed as a statutory trust under the laws of theState of Delaware pursuant to an Amended and Restated Trust Agreement, dated asof November 4, 2005 (as amended, modified or supplemented, the “Trust Agreement”),by and between Target Receivables Corporation, as depositor (the “Depositor”)and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). The OwnerTrust’s only business is to act as a passive conduit to permit investments inits assets which are comprised primarily of a collateral certificaterepresenting an interest in the assets of the Trust.

 

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 Owner Trust, and theadministrator of the Owner Trust.

 

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

 

Not applicable.

 

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

 

None.

 

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

 

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

 

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 

 

3

----

 

particular series orclass. The Trust Assets are expected to change over the life of the Trust asreceivables in consumer open-end credit card accounts and other open-end creditaccounts and related assets are included in the Trust and as Receivables inAccounts included in the Trust are charged-off or removed.

 

Exhibit 99.2 to this Report sets forth certaininformation relating to the Transferor’s fiscal year ended December 31, 2005. 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.****                    LegalProceedings.**

 

None.

 

**Item 4.****                    Submissionof****Mattersto a Vote of Security Holders.**

 

Not applicable.

 

**PART II**

 

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

 

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”) which was transferred to the Owner Trust and the Owner Trustissued $900,000,000 of five year floating rate Class A Notes to the public (the“Series 2005-1 Notes”).

 

Although they trade inthe over-the-counter market to a limited extent, there is currently noestablished public trading market for the 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 Notes are held by Cede & Co., thenominee of DTC.

 

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

 

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

 

Not applicable.

 

4

----

 

**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.****                 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.

 

5

----

 

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

 

99.3    Reportof Independent Registered Public Accounting Firm.

 

99.4    Reportof Management on Compliance.

 

99.5    AnnualStatement of Compliance.

 

6

----

 

**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 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 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 31, 2006 |
|                      |       | (Principal Accounting        |       |           |
|                      |       | Officer)                     |       |           |
|                      |       |                         |       |           |
|                      |       |                         |       |           |
| /s/ Sara J. Ross          |       |                         |       |           |   |
| Sara J. Ross              |       | Vice President,  Treasurer   |       | March 31, 2006 |
|                      |       | and Director (Principal      |       |           |
|                      |       | Financial Officer)           |       |           |
|                      |       |                         |       |           |
|                      |       |                         |       |           |
| /s/ Terrence J. Scully    |       |                         |       |           |   |
| Terrence J. Scully        |       | Vice President and  Director |       | March 31, 2006 |
|                           |            |                              |            |                |  |  |  |

 

7

----

 

# **EXHIBIT INDEX**

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

 

8

----