**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C.  20549**

 

**FORM 10-K**

 

| **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934  (NO  FEE REQUIRED)** |
|------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                   |   |   |
| **For the period from January 1, 2002 to December 31, 2002.**                                                          |
|                                                                                                                   |   |   |
| **Commission file number   333-85463, 333-998**                                                                   |

** **

| **World Financial Network National Bank****,  on behalf of** |
|--------------------------------------------------------------|
| **World Financial Network Credit Card Master Trust**         |
| (Exact  name of registrant as specified in its charter)      |

 

| **United States**                                               |   | **34-1610866**                        |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State  or other jurisdiction)of incorporation or organization) |   | (I.R.S.  employer identification no.) |

 

| **800 TechCenter Drive**                  |
|-------------------------------------------|
| **Gahanna, Ohio 43230**                   |
| (Address  of principal executive offices) |
|                                      |
| **(614) 729-4000**                        |
| (Phone  number)                           |

 

Indicate by check mark if disclosureof delinquent filers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in PartIII of this Form 10-K or any amendment to this Form10-K                   (NotApplicable)

 

Indicate by check mark whether the registrantis an accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes  o   No ý

 

Securities registered pursuant toSection 12(b) of the Act:          **None**

 

Securities registered pursuant toSection 12(g) of the Act: **Series 1996-B,Class A, Class B**.

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(c) of the Securities Exchange Act 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.

Yes ý  No o

 

Aggregate market value of votingstock held by nonaffiliates of the registrant. **$  0**

 

No documents have been incorporatedby reference in this Form 10-K.

 

 

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**PARTI**

 

In no action letters issued to avariety of issuers of pass-through securities representing ownership interestsin trusts established by financial and retailing institutions, whose principalassets are receivables generated under consumer credit accounts owned by suchinstitutions and transferred to such trusts, the Division of CorporationFinance has stated that it would not raise any objection if the servicer of thetrust, on behalf of the trust, files its Annual Report on Form 10-K inaccordance with a specified format. See, e.g., Sears Credit Account Master Trust II (August 24, 1995),Mercantile Credit Card Master Trust (August 23, 1995); Banc One Credit CardMaster Trust (May 26, 1995); Household Affinity Credit Card Master Trust I(April 29, 1994); Sears Credit Account Master Trust I (December 23, 1993);First Deposit Master Trust (December 23, 1993); Discover Card Trust 1993 B(April 9, 1993); Prime Credit Master Trust (January 29, 1993); Private LabelCredit Card Master Trust (May 20, 1992); and Chase Manhattan Credit Card Trust1990-A (March 22, 1991).

 

The World Financial Network CreditCard Master Trust (the “Trust”) was formed pursuant to a Pooling and Servicing Agreementdated as of January 17, 1996, first amended and restated as of September 17,1999, and restated a second time as of August 1, 2001 (the “PoolingAgreement”), between WFN Credit Company, LLC as transferor (“WFNCC”), WorldFinancial Network National Bank, as servicer (“WFNNB” or the “Bank”), and BNYMidwest Trust Company, as Trustee.  TheTrust was formed for the purpose of acquiring certain trust assets and issuingasset-backed certificates under the Pooling Agreement and one or moresupplements thereto.  The property ofthe Trust includes receivables arising under private label credit card programsfor a number of national retail and catalogue entities.

 

2

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On May 9, 1996, the Trust issued:$445,500,000 6.70% Class A Asset Backed Certificates, Series 1996-A;  $46,750,000 7.00% Class B Asset BackedCertificates, Series 1996-A; $283,500,000 6.95% Class A Asset BackedCertificates, Series 1996-B, and $29,750,000 7.20% Class B Asset BackedCertificates, Series 1996-B.  OnSeptember 17, 1999, the Trust issued $473,400,000 1 Month Libor plus 0.33%variable rate Class A Asset Backed Certificates.  All of the above Certificates are registered pursuant to Section12(g) of the Securities Exchange Act of 1934, as amended.

 

WFNNB, on behalf of the Trust, hasprepared and filed this Annual Report on Form 10-K in substantially the form towhich the Division of Corporation Finance, in the no action letters referred toabove, has stated that it would not object.

 
| **ITEM 1.** | **BUSINESS** |
|-------------|--------------|

 

The Trust acquires credit cardreceivables (the “Receivables”) originated through a number of private labelcredit card programs of national retail and catalogue entities.  The Receivables are originated or acquiredby the Servicer and subsequently sold to the Transferor, which in turntransfers the Receivables to the Trust pursuant to the Pooling Agreement forthe purpose of issuing asset backed certificates.

 

The Trust has issued fourseries of certificates - Series 1996-A, Series 1996-B, Series 1996-VFC, andSeries 1999-A.  The Series 1996-Acertificates matured and were paid off in 2001 and the Series 1999-Acertificates matured and were paid off in 2002.  The Series 1996-B Class A Certificates, Series 1996-B Class BCertificates and Series 1999-A Class A Certificates were publicly issued.  The Series 1996-B, Class D certificates weresold to Alliance Data Systems Corporation, which is the parent company to theBank.  The Series 1996-VFC Certificatesand Series 1999-A, Class B Certificates have been privately placed.  The Series 1996-VFC certificates were paidoff in 2003.  Each outstanding Seriesincludes one or more classes of certificates as well as certain CollateralInterests.  In addition, the Trust hasissued to WFNCC the World Financial Network Master Trust Collateral Certificate(the “Collateral Certificate”), which represents an undivided interest in theReceivables.  WFNCC subsequentlytransferred the Collateral Certificate to the World Financial Network CreditCard Master Note Trust pursuant to a transfer and servicing agreement.  The Transferor is required under the PoolingAgreement to maintain a minimum 4% interest in the Trust Portfolio (6% Novemberthrough January) (the “Transferor’s Interest”).

 

The Bank services thereceivables pursuant to the Pooling Agreement and is compensated for acting asthe servicer.

 
| **ITEM 2.** | **PROPERTIES** |
|-------------|----------------|

 

There is nothing to report withregard to this item.

 
| **ITEM 3.** | **LEGAL PROCEEDINGS** |
|-------------|-----------------------|

 

There is nothing to report withregard to this item.

 
| **ITEM 4.** | **SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS** |
|-------------|---------------------------------------------------------|

 

There is nothing to report withregard to this item.

 

3

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**PARTII**

 
| **ITEM 5.** | **MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS** |
|-------------|--------------------------------------------------------------------------------|

 

To the knowledge of the Bank and theTrust, there is an over the counter market in the Trust’s Series 1996-B, ClassA and Class B Certificates.  Thefrequency of such transactions varies from year to year.

 
| **ITEM 6.** | **SELECTED FINANCIAL DATA** |
|-------------|-----------------------------|

 

The selected financial data hasbeen omitted since the required information is included in the financialstatements.

 
| **ITEM 7.** | **MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND  RESULTS OF OPERATIONS** |
|-------------|-------------------------------------------------------------------------------------------------|

 

The Pooling and Servicing Agreementwas amended and restated a second time as of August 1, 2001, between WFN CreditCompany, LLC as transferor (the “Transferor”), World Financial Network NationalBank as servicer (the “Servicer”), and BNY Midwest Trust Company as trustee(the “Trustee”).  As of August 1, 2001,the Trust issued the World Financial Network Credit Card Master TrustCollateral Certificate (the “Collateral Certificate”) to WFN Credit Company,LLC, which in turn assigned the Collateral Certificate to the World FinancialNetwork Master Note Trust.  The WorldFinancial Network Master Note Trust subsequently issued certain asset backednotes.

 

The Trust has sold four seriesof certificates representing an undivided interest in the Trust Portfolio.  In addition, the Trust has sold certainCollateral Interests in the Trust Portfolio as well as the CollateralCertificate.  The Transferor is requiredunder the Pooling Agreement to maintain a minimum 4% interest in the TrustPortfolio (6% November through January). The following series of certificates have been issued by the Trust andare outstanding as of December 31, 2002 (dollars in thousands):

 
| **Description**        |   | **$****Issued** |    | **% of Trust  Portfolio** |   |
|------------------------|--------|-----------------|---------|---------------------------|--------|
|                   |   |            |    |                      |   |
| Series 1996-B, Class A |   | $               | 283,500 |                      | 11.4   | % |
| Series 1996-B, Class B |   | 29,750          |    | 1.2                       | %      |
| Series 1996-B, Class D |   | 8,861           |    | 0.4                       | %      |
| Series 1996-VFC        |   | 261,000         |    | 10.5                      | %      |
| Collateral Certificate |   | 1,730,058       |    | 69.4                      | %      |
|                        |        |                 |         |                           |        |  |

 

4

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The Series 1996-B, Class A and ClassB certificates have been distributed to the public under prospectuses datedApril 9, 1996.

 

The Bank is the originator ofthe receivables, continues to service the receivables for the Trust andreceives a fee for providing such servicing. Under the Pooling Agreement, new receivables generated under the specifiedproprietary credit card programs are required to be sold to the Trust on adaily basis.  If there are insufficientnew receivables to maintain the required minimum receivables level in theTrust, principal collections are retained by the Trust for the benefit of thecertificateholders or until new receivables are available for purchase.

 
| **ITEM 7A.** | **QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK** |
|--------------|----------------------------------------------------------------|

 

To manage our direct risk from marketinterest rates, we actively monitor the interest rates to minimize the impactthat changes in interest rates have on the fair value of assets and cashflow.  To achieve this objective, wemanage our exposure to fluctuations in market interest rates through the use offixed rate debt instruments to the extent that reasonably favorable rates are obtainablewith such arrangements.  In addition, wehave entered into derivative financial instruments, interest rate swaps, tomitigate our interest rate risk and to effectively lock the interest rate on aportion of our variable rate debt. However, at December 31, 2002 all derivative instruments had beenterminated in conjunction with the 2002 maturity and pay out of the relatedSeries 1999-A certificates.

 
| **ITEM 8.** | **FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA** |
|-------------|-------------------------------------------------|

 

CrossReference Sheet

 
| **Caption**                                                                                                         |
|---------------------------------------------------------------------------------------------------------------------|
|                                                                                                                |
| Independent Auditors’  Report                                                                                  |
|                                                                                                                |
| Statements  of Assets and Liabilities Arising from Cash Transactions as of December 31,  2002 and December 31, 2001 |
|                                                                                                                |
| Statements  of Distributable Income Arising From Cash Transactions for the years ended  December 31, 2002 and 2001  |
|                                                                                                                |
| Notes to Financial Statements                                                                                       |

 

5

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**INDEPENDENTAUDITORS’ REPORT**

 

To the World Financial Network CreditCard Master Trust

 

We have audited the accompanyingstatements of assets and liabilities arising from cash transactions of theWorld Financial Network Credit Card Master Trust (the “Trust”) as of December31, 2002 and 2001, and the related statements of distributable income arisingfrom cash transactions for the years then ended.  These financial statements are the responsibility of the managementof the Trust.  Our responsibility is toexpress an opinion on these financial statements based on our audits.

 

We conducted our audits in accordancewith auditing standards generally accepted in the United States ofAmerica.  Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement.  An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing theaccounting principles used and significant estimates made by management, aswell as evaluating the overall financial statement presentation.  We believe that our audits provide areasonable basis for our opinion.

 

As described in Note 1 to thefinancial statements, these financial statements were prepared on the basis ofcash receipts and disbursements, which is a comprehensive basis of accountingother than accounting principles generally accepted in the United States ofAmerica.

 

In our opinion, such financialstatements present fairly, in all material respects, the assets and liabilitiesarising from cash transactions of the Trust as of December 31, 2002 and 2001,and its distributable income arising from cash transactions for the years thenended on the basis of accounting described in Note 1.

 

 
| By:    | /s/ Deloitte  & Touche LLP |   |
|--------|--------------------------------|--------|
|   | Deloitte & Touche LLP      |
|   | Columbus, Ohio                 |
|   | March 28, 2003                 |

 

6

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**WORLD FINANCIAL NETWORK CREDIT CARD MASTER TRUST**

 

**STATEMENTS OF ASSETS AND LIABILITIES ARISING FROM CASHTRANSACTIONS**

(inthousands of dollars)

 
|                            |   | **December 31,** |      |
|---------------------------------|--------|------------------|-----------|
|                            |   | **2002**         |      | **2001** |   |
| Assets                          |   |             |      |   |   |
| Cash Available for Distribution |   | $                | 458,920   |   | $ | 373,914 |   |
|                            |   |             |      |   |   |
| Credit Card Receivables         |   | 2,492,387        |      | 2,275,302 |   |
|                            |   |             |      |   |   |
| Total Assets                    |   | $                | 2,951,307 |   | $ | 2,649,216 |   |
|                            |   |             |      |   |   |
| Liabilities                     |   |             |      |   |   |
|                            |   |             |      |   |   |
| Income to be Distributed        |   | $                | 458,920   |   | $ | 373,914 |   |
|                            |   |             |      |   |   |
| Asset-backed Certificates:      |   |             |      |   |   |
| Series 1996-B                   |   | 322,111          |      | 322,111 |   |
| Series 1996-VFC                 |   | 261,000          |      | 286,000 |   |
| Series 1999-A                   |   | —           |      | 525,000 |   |
| Collateral Certificate          |   | 1,730,058        |      | 900,000 |   |
| Collateral Interest             |   | 75,750           |      | 150,750 |   |
| Transferor’s Interest      |   | 103,468          |      | 91,441 |   |
|                            |   |             |      |   |   |
| Total Liabilities               |   | $                | 2,951,307 |   | $ | 2,649,216 |   |

 

See accompanying Notes to FinancialStatements.

 

7

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**WORLD FINANCIAL NETWORK CREDIT CARD MASTER TRUST**

 

**STATEMENTSOF DISTRIBUTABLE INCOME ARISING FROM CASH TRANSACTIONS**

(in thousands of dollars)

 
|                                                                                                                      |   | **For The  Year Ended  December 31, 2002** |      | **For The  Year Ended  December 31, 2001** |   |
|---------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------|-----------|--------------------------------------------|--------|
| Distributable Income                                                                                                      |   |                                       |      |                                       |   |
| Allocable to Principal                                                                                                    |   | $                                          | 4,439,344 |                                       | $      | 3,771,493 |   |
| Allocable to Interest                                                                                                     |   | 613,129                                    |      | 543,204                                    |   |
|                                                                                                                      |   |                                       |      |                                       |   |
| Total Distributable Income                                                                                                |   | $                                          | 5,052,473 |                                       | $      | 4,314,697 |   |
|                                                                                                                      |   |                                       |      |                                       |   |
| Income Distributed                                                                                                        |   |                                       |      |                                       |   |
| Distribution of Principal to  Purchase New Receivables                                                                    |   | $                                          | 4,029,963 |                                       | $      | 3,440,858 |   |
| Interest Paid on Asset Backed Certificates                                                                                |   | 113,047                                    |      | 122,846                                    |   |
| Servicing Fees                                                                                                            |   | 42,761                                     |      | 39,238                                     |   |
| Distribution to Purchase New Receivables  for Amounts Previously Written-off                                              |   | 216,141                                    |      | 207,228                                    |   |
| Distribution on Transferor’s Interest                                                                                |   | 191,641                                    |      | 130,613                                    |   |
|                                                                                                                      |   |                                       |      |                                       |   |
| Income Distributed                                                                                                        |   | $                                          | 4,593,553 |                                       | $      | 3,940,783 |   |
|                                                                                                                      |   |                                       |      |                                       |   |
| Excess of Distributable Income over Income  Distributed (Distributed January 15, 2003  and January 15, 2002 respectively) |   | $                                          | 458,920   |                                       | $      | 373,914 |   |

 

See accompanying Notes to FinancialStatements.

 

8

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**WORLD FINANCIAL NETWORK CREDIT CARD MASTERTRUST**

 

**NOTESTO FINANCIAL STATEMENTS**

 

**NOTE 1.         GeneralInformation and Accounting Policies**

 

The World Financial Network CreditCard Master Trust (the “Trust”) was formed pursuant to a Pooling and ServicingAgreement, dated as of January 17,1996, first amended and restated as ofSeptember 17, 1999, and restated a second time as of August 1, 2001 (the“Pooling Agreement”) between WFN Credit Company, LLC, (“WFNCC”) as transferor(the “Transferor”) and World Financial Network National Bank (the “Bank”), asservicer (the “Servicer”) of receivables (the “Receivables”) arising from aportfolio of consumer open end credit card accounts (the “Trust Portfolio”) andBNY Midwest Trust Company, as trustee (the “Trustee”).  The Trust Portfolio includes the private labelcredit card programs of a number of national retail and catalogue entities.

 

The Bank services the receivablespursuant to the Pooling Agreement and is compensated for acting as theServicer.  In order to facilitate itsservicing functions and minimize administrative burdens and expenses, the Bankretains physical possession of the documents relating to the receivables ascustodian for the Trustee.  The Trusthas no employees.

 

The financial statements of the Trustare prepared on a cash basis of accounting which differs from financial statementsprepared in accordance with accounting principles generally accepted in theUnited States of America in that interest income and the related assets arerecognized when received rather than when earned and distributions tocertificateholders are recognized when paid rather than when the obligation isincurred.  The statement of assets andliabilities arising from cash transactions as of December 31, 2002 reflects theamounts to be distributed on January 15, 2003, which represents thedistribution of income received by the Trust for the period December 1 throughDecember 31, 2002.

 

**NOTE 2.         Saleof Certificates**

 

The Trust may issue from time to timeasset-backed certificates in one or more Series, which will consist of one ormore classes of certificates, representing an undivided ownership interest inthe Receivables.  As of December 31,2002 the Trust had issued and had outstanding the following certificates,representing the indicated undivided interest in the Trust Portfolio:

 

| **Description**        |   | **$****Issued** |    | **% of Trust  Portfolio** |   |
|------------------------|--------|-----------------|---------|---------------------------|--------|
|                   |   |            |    |                      |   |
| Series 1996-B, Class A |   | $               | 283,500 |                      | 11.4   | % |
| Series 1996-B, Class B |   | 29,750          |    | 1.2                       | %      |
| Series 1996-B, Class D |   | 8,861           |    | 0.4                       | %      |
| Series 1996-VFC        |   | 261,000         |    | 10.5                      | %      |
| Collateral Certificate |   | 1,730,058       |    | 69.4                      | %      |
|                        |        |                 |         |                           |        |  |

 

The Series 1996-B Class A and Class BCertificates were publicly issued pursuant to a Prospectus dated April 9,1996.  The Series 1996-VFC

 

9

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Certificates have been purchased bythree conduit banks.  The CollateralCertificate is held by World Financial Network Master Note Trust.  Collectively, holders of all Series arereferred to as “Certificateholders.”

 

In addition, certain CollateralInterests were issued by the Trust, representing a 3.0% interest in the TrustPortfolio.  Such Collateral Interestswere held by two banks as of December 31, 2002 (the “CollateralInterestholders”).  The Transferor isrequired to maintain a minimum 4% (6% November through January) interest in theTrust Portfolio (the “Transferor’s Interest”). The rights of the Collateral Interestholders to receive distributionsare subordinate to the rights of the Class A and Class B Certificateholders andthe Transferor’s Interest.

 

**NOTE 3.         Principaland Interest Payment to Certificateholders**

 

Collections of principal are used bythe Trust to make principal distributions with respect to certain series, torestore certain reserve and cash collateral accounts and to purchase new chargecard receivables on a daily basis.

 

Collections of finance charges, whichincludes late fees, non-sufficient funds check fees and recoveries of amountspreviously written-off, are used to pay interest to the Certificateholders, payservicing fees and to purchase new charge card receivables equal to amountswritten-off during the month.  Excessfinance charge collections, if any, are distributed to the Transferor.

 

The distribution date is the 15th dayof each month (or, if such day is not a business day, the next followingbusiness day).

 

**NOTE 4.         FederalIncome Taxes**

 

The Trust is not taxable as acorporation for Federal income tax purposes. Accordingly, no provision for income taxes is reflected in theaccompanying financial statements.

 

10

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**NOTE 5.         SupplementaryFinancial Data (unaudited)**

 

The following is a summary ofdistributable income for 2002 and 2001 arising from cash transactions (inthousands of dollars):

 
| **2002**                             |   | **Principal** |      | **Interest** |   | **Servicing  Fees** |   | **Defaulted  Receivables** |   | **Transferor’s  Interest** |   | **Total** |   |
|--------------------------------------|--------|---------------|-----------|--------------|--------|---------------------|--------|----------------------------|--------|---------------------------------|--------|-----------|--------|
|                                 |   |          |      |         |   |                |   |                       |   |                            |   |      |   |
| Undistributed at   December 31, 2001 |   | $             | 330,636   |         | $      | 9,397               |   | $                          | 3,489  |                            | $      | 18,384    |   | $ | 12,008 |   | $ | 373,914 |   |
|                                 |   |          |      |         |   |                |   |                       |   |                            |   |      |   |
| Quarter Ended:                       |   |          |      |         |   |                |   |                       |   |                            |   |      |   |
| March 31, 2002                       |   | 1,049,091     |      | 28,401       |   | 10,329              |   | 55,359                     |   | 53,168                          |   | 1,196,348 |   |
| June 30, 2002                        |   | 1,002,556     |      | 29,224       |   | 10,426              |   | 55,223                     |   | 40,838                          |   | 1,138,267 |   |
| September 30, 2002                   |   | 978,914       |      | 29,086       |   | 11,511              |   | 50,293                     |   | 52,955                          |   | 1,122,759 |   |
| December 31, 2002                    |   | 1,078,147     |      | 25,861       |   | 10,804              |   | 56,253                     |   | 50,120                          |   | 1,221,185 |   |
|                                 |   |          |      |         |   |                |   |                       |   |                            |   |      |   |
| Total                                |   | $             | 4,439,344 |         | $      | 121,969             |   | $                          | 46,559 |                            | $      | 235,512   |   | $ | 209,089 |   | $ | 5,052,473 |   |

 
| **2001**                             |   | **Principal** |      | **Interest** |   | **Servicing  Fees** |   | **Defaulted  Receivables** | ** ** | **Transferor’s  Interest** | ** ** | **Total** |   |
|--------------------------------------|--------|---------------|-----------|--------------|--------|---------------------|--------|----------------------------|------------|---------------------------------|------------|-----------|--------|
|                                 |   |          |      |         |   |                |   |                       |       |                            |       |      |   |
| Undistributed at   December 31, 2000 |   | $             | 270,521   |         | $      | 12,351              |   | $                          | 3,399      |                            | $          | 16,169    |   | $ | 8,220 |   | $ | 310,660 |   |
|                                 |   |          |      |         |   |                |   |                       |       |                            |       |      |   |
| Quarter Ended:                       |   |          |      |         |   |                |   |                       |       |                            |       |      |   |
| March 31, 2001                       |   | 896,275       |      | 33,057       |   | 9,981               |   | 50,423                     |       | 41,093                          |       | 1,030,829 |   |
| June 30, 2001                        |   | 828,408       |      | 29,918       |   | 9,860               |   | 51,597                     |       | 30,004                          |       | 949,787   |   |
| September 30, 2001                   |   | 869,189       |      | 27,959       |   | 9,545               |   | 52,409                     |       | 35,518                          |       | 994,620   |   |
| December 31, 2001                    |   | 907,100       |      | 28,959       |   | 9,941               |   | 55,014                     |       | 27,787                          |       | 1,028,801 |   |
|                                 |   |          |      |         |   |                |   |                       |       |                            |       |      |   |
| Total                                |   | $             | 3,771,493 |         | $      | 132,244             |   | $                          | 42,726     |                            | $          | 225,612   |   | $ | 142,622 |   | $ | 4,314,697 |   |

 

**NOTE 6:         FairValue of Financial Instruments**

 

The fair value of the Trust’s creditcard receivables approximate their carrying value due to the short maturity andaverage interest rates that approximate current market rates.

 

The fair value of the asset-backedcertificates is estimated to be $2,391,926,922 (carrying value of$2,388,918,563) as of December 31, 2002 and $2,193,837,010 (carrying value of$2,183,860,760) as of December 31, 2001, based on quoted market prices orcurrent market rates for similar securities with similar remaining maturitiesand interest rates.  (See also Note 7)

 

11

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**NOTE 7:         INTERESTSWAPS**

 

In September 1999, the Trustentered into two interest rate swap agreements with the JPMorgan Chase Bank(“Morgan”) with a notional amount of $525 million.  The interest rate swaps effectively changed the Trust’s interestrate exposure on $473.4 million and $51.6 million of securitized accountsreceivable to a fixed rate of approximately 6.40% and 6.41% respectively.  The notional amount of swaps, $525 millionas of December 31, 2001 decreased during 2002, and were terminated, with thecorresponding scheduled amortization and payoff of the 1999-A Certificates.

 

**NOTE 8:         PubliclyIssued Certificates**

 

On May 9, 1996, the Trust issued:$445,500,000 6.70% Class A Asset Backed Certificates, Series 1996-A;  $46,750,000 7.00% Class B Asset BackedCertificates, Series 1996-A; $283,500,000 6.95% Class A Asset BackedCertificates, Series 1996-B, and $29,750,000 7.20% Class B Asset Backed Certificates,Series 1996-B.  The Series 1996-Acertificates matured and were fully paid out in 2001, the Series 1996-Bcertificates remain outstanding as of December 31, 2002.  On September 17, 1999, the Trust issued$473,400,000 1 Month Libor plus 0.33% variable rate Class A Asset BackedCertificates.  The Series 1999-Acertificates matured and were fully paid out during 2002.  All of the above Certificates are registeredpursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 
| **ITEM 9.** | **CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND  FINANCIAL DISCLOSURE** |
|-------------|----------------------------------------------------------------------------------------|

 

There is nothing to report withregard to this item.

 

**PARTIII**

 
| **ITEM 10.** | **DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT** |
|--------------|--------------------------------------------------------|

 

Thereis nothing to report with regard to this item.

 
| **ITEM 11.** | **EXECUTIVE COMPENSATION** |
|--------------|----------------------------|

 

There is nothing to report withregard to this item.

 
| **ITEM 12.** | **SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT** |
|--------------|--------------------------------------------------------------------|

 

There is nothing to report withregard to this item.

 
| **ITEM 13.** | **CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS** |
|--------------|----------------------------------------------------|

 

There is nothing to report withregard to this item.

 

12

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**PART IV**

 

**ITEM14.               CONTROLS AND PROCEDURES**

 

Not applicable.  The Registrant is an Asset Backed Issuer (asdefined in Exchange Act Rules 13a - 14 (g) and 15d - 14 (g)) and is thereforenot required to disclose information under Item 307 of Regulation S-K.  See paragraph (c) of Item 307 of RegulationS-K.

** **

**ITEM15.               EXHIBITS, FINANCIALSTATEMENT SCHEDULES AND REPORTS ON FORM 8-K**

 

a)     Listed below are the documents filed aspart of this report:

 

(1)                      The following exhibits are filed as part of this Annual Report.

 
| **Exhibit No.** |   | **Description**                                                                               |
|-----------------|--------|-----------------------------------------------------------------------------------------------|
|            |   |                                                                                          |
| 99.1            |   | Annual Servicer’s Certificate                                                            |
| 99.2            |   | Certificate of Chief Executive  Officer of World Financial Network National Bank, as Servicer |
| 99.3            |   | Certificate of Chief Financial  Officer of World Financial Network National Bank, as Servicer |

 

b)    Reports on Form 8-K:

 

Thefollowing current reports on Form 8-K were filed for the fourth

quarterof 2001:

 
| **Monthly Report** |   | **Date  of Report** |
|--------------------|--------|---------------------|
|               |   |                |
| October 2002       |   | November 15, 2002   |
| November 2002      |   | December 16, 2002   |
| December 2002      |   | January 15, 2003    |

 

c)     Omitted

 

d)    Omitted

 

**SIGNATURES**

 

 

Pursuant to the requirements ofSection 13 or 15(d) of the Securities Exchange Act of 1934, the Bank, on behalfof the Trust, has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|                |   |                                |
|---------------------|--------|-------------------------------------|
|                | By:    | World Financial Network Credit Card |
|                |   | Master Trust (Registrant)           |
|                |   | World Financial Network National    |
|                |   | Bank, as Servicer                   |
|                |   |                                |
|                |   | /s/ Daniel T.  Groomes              |
| Date:  3/28/03 | By:    | Daniel T. Groomes                   |
|                |   | President                           |

 

13

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**CERTIFICATION OF**

**CHIEF EXECUTIVEOFFICER**

**OF**

**WORLD FINANCIALNETWORK NATIONAL BANK, AS SERVICER OF**

**WORLD FINANCIALNETWORK CREDIT CARD MASTER TRUST**

 

 

I, Ivan Szeftel, certify that:

 

1.             I have reviewedthis annual report on Form 10-K, and all reports on Form 8-K containingdistribution or servicing reports filed in respect of periods included in the yearcovered by this annual report, of World Financial Network Credit Card MasterTrust;

 

2.             Based on myknowledge, the information in these reports, taken as a whole, does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading as of the last day of theperiod covered by this annual report;

 

3.             Based on myknowledge, the distribution or servicing information required to be provided tothe trustee by the servicer under the pooling and servicing, or similar,agreement, for inclusion in these reports is included in these reports;

 

4.             I am responsiblefor reviewing the activities performed by the servicer under the pooling andservicing, or similar, agreement and based upon my knowledge and the annualcompliance review required under that agreement, and except as disclosed in thereports, the servicer has fulfilled its obligations under that agreement; and

 

5.             The reportsdisclose all significant deficiencies relating to the servicer’s compliancewith the minimum servicing standards based upon the report provided by anindependent public accountant, after conducting a review in compliance with theUniform Single Attestation Program for Mortgage Bankers or similar procedure,as set forth in the pooling and servicing, or similar, agreement, that isincluded in these reports.

 
| Date: 3/28/03           |
|-------------------------|
|                    |
|  /s/  Ivan Szeftel |   |
|                    |
| Ivan Szeftel            |
| Chief Executive Officer |

** **

**14**

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** **

**CERTIFICATION OF**

**CHIEF FINANCIALOFFICER**

**OF**

**WORLD FINANCIALNETWORK NATIONAL BANK, AS SERVICER OF**

**WORLD FINANCIALNETWORK CREDIT CARD MASTER TRUST**

 

 

I, Daniel T. Groomes, certify that:

 

1.     Ihave reviewed this annual report on Form 10-K, and all reports on Form 8-Kcontaining distribution or servicing reports filed in respect of periodsincluded in the year covered by this annual report, of World Financial NetworkNational Bank on behalf of World Financial Network Credit Card Master Trust;

 

2.     Basedon my knowledge, the information in these reports, taken as a whole, does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading as of the last day of theperiod covered by this annual report;

 

3.     Basedon my knowledge, the distribution or servicing information required to beprovided to the trustee by the servicer under the pooling and servicing, orsimilar, agreement, for inclusion in these reports is included in thesereports;

 

4.     Iam responsible for reviewing the activities performed by the servicer under thepooling and servicing, or similar, agreement and based upon my knowledge andthe annual compliance review required under that agreement, and except asdisclosed in the reports, the servicer has fulfilled its obligations under thatagreement; and

 

5.     Thereports disclose all significant deficiencies relating to the servicer’scompliance with the minimum servicing standards based upon the report providedby an independent public accountant, after conducting a review in compliancewith the Uniform Single Attestation Program for Mortgage Bankers or similarprocedure, as set forth in the pooling and servicing, or similar, agreement,that is included in these reports.

 
|                         |
|------------------------------|
| Date: 3/28/03                |
|                         |
|  /s/  Daniel T. Groomes |   |
|                         |   |
| Daniel T. Groomes            |
| Chief Financial Officer      |

 

15

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