**SECURITIES AND EXCHANGECOMMISSION**

**WASHINGTON, D.C.   20549**

 

**FORM 10-K**

 

| **(Mark One)** |   |                                                                                                            |
|----------------|--------|-----------------------------------------------------------------------------------------------------------------|
| **ý**     |   | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934**                       |
|           |   |                                                                                                            |
|           |   | **For the fiscal year  ended December 31, 2003**                                                           |
|           |   |                                                                                                            |
|           |   | **or**                                                                                                          |
|           |   |                                                                                                            |
| o              |   | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)** |

 

**For the period fromJanuary 1, 2003 to December 31, 2003.**

 

**Commission filenumber  333-85463, 333-998**

 

**World Financial NetworkNational Bank, on behalfof World Financial Network Credit Card Master Trust**

(Exact name of registrant as specified inits charter)

 
| **United States**                                                                |   | **34-1610866**                       |
|----------------------------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction)of incorporation or organization)                   |   | (I.R.S. employer identification no.) |
|                                                                             |   |                                 |
| **800 TechCenter Drive,  Gahanna, Ohio**(Address of principal executive offices) |   | **43230**(Zip Code)                  |

 

**(614) 729-4000**

(Phone number)

 

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 registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K  o (Not Applicable)

 

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

 

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

 

Indicateby check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(c) of the Securities Exchange Act 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

Yes  ý    No  o

 

Indicated bycheck mark whether the registrant is an accelerated filer (as defined in 12b-2of the Act). Yes  o    No  ý

 

Aggregatemarket value of voting stock held by nonaffiliates of the registrant.  $  0

 

Nodocuments have been incorporated by reference in this Form 10-K.

 

 

----

 

 

#### **PARTI**

 

Inno action letters issued to a variety of issuers of pass-through securitiesrepresenting ownership interests in trusts established by financial andretailing institutions, whose principal assets are receivables generated underconsumer credit accounts owned by such institutions and transferred to suchtrusts, the Division of Corporation Finance has stated that it would not raiseany objection if the servicer of the trust, on behalf of the trust, files itsAnnual Report on Form 10-K in accordance with a specified format.  See, e.g., Sears Credit Account Master TrustII (August 24, 1995), Mercantile Credit Card Master Trust (August 23, 1995);Banc One Credit Card Master Trust (May 26, 1995); Household Affinity CreditCard Master Trust I (April 29, 1994); Sears Credit Account Master Trust I (December23, 1993); First Deposit Master Trust (December 23, 1993); Discover Card Trust1993 B (April 9, 1993); Prime Credit Master Trust (January 29, 1993); PrivateLabel Credit Card Master Trust (May 20, 1992); and Chase Manhattan Credit CardTrust 1990-A (March 22, 1991).

 

TheWorld Financial Network Credit Card Master Trust (the “Trust”) was formedpursuant to a Pooling and Servicing Agreement dated as of January 17, 1996,first amended and restated as of September 17, 1999, and restated a second timeas of August 1, 2001 (the “Pooling Agreement”), between WFN Credit Company, LLCas transferor (“WFNCC”), World Financial Network National Bank, as servicer(“WFNNB” or the “Bank”), and BNY Midwest Trust Company, as Trustee.  The Trust was formed for the purpose ofacquiring certain trust assets and issuing asset-backed certificates under thePooling Agreement and one or more supplements thereto.  The property of the Trust includesreceivables arising under private label credit card programs for a number ofnational 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.

 

WFNNB,on behalf of the Trust, has prepared and filed this Annual Report on Form 10-Kin substantially the form to which the Division of Corporation Finance, in theno action letters referred to above, has stated that it would not object.

 

### **ITEM 1.**          BUSINESS

 

TheTrust acquires credit card receivables (the “Receivables”) originated through anumber of private label credit card programs of national retail and catalogueentities.  The Receivables areoriginated or acquired by the Servicer and subsequently sold to the Transferor,which in turn transfers the Receivables to the Trust pursuant to the PoolingAgreement for the purpose of issuing asset backed certificates.

 

TheTrust has issued several series of certificates to investors in registeredpublic transactions and private placements. All of these certificates have matured and been fully paid. In addition,the Trust has issued to WFNCC the World Financial Network Master TrustCollateral Certificate (the “Collateral Certificate”), which represents anundivided interest in the Receivables. WFNCC subsequently transferred the Collateral Certificate to the WorldFinancial Network Credit Card Master Note Trust pursuant to a transfer andservicing agreement.  The Transferor isrequired under the Pooling Agreement to maintain a minimum 4% interest in theTrust Portfolio (6% November through January) (the “Transferor’s Interest”).

 

TheBank services the receivables pursuant to the Pooling Agreement and iscompensated for acting as the servicer.

 

### **ITEM 2.**          PROPERTIES

 

Thereis nothing to report with regard to this item.

 

### **ITEM 3.**          LEGAL PROCEEDINGS

 

Thereis nothing to report with regard to this item.

 

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

### ** **

Thereis nothing to report with regard to this item.

 

### **PARTII**

 

### **ITEM 5.**          MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDERMATTERS

 

Allpublicly issued certificates have matured and been fully paid.

 

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

 

Theselected financial data has been omitted since the required information isincluded in the financial statements.

** **

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

 

ThePooling and Servicing Agreement was amended and restated a second time as ofAugust 1, 2001, between WFN Credit Company, LLC as transferor (the“Transferor”), World Financial Network National Bank as servicer (the“Servicer”), and BNY Midwest Trust Company as trustee (the “Trustee”).  As of August 1, 2001, the Trust issued theWorld Financial Network Credit Card Master Trust Collateral Certificate (the“Collateral Certificate”) to WFN Credit Company, LLC, which in turn assignedthe Collateral Certificate to the World Financial Network Master Note Trust.  The World Financial Network Master NoteTrust subsequently issued certain asset backed notes.

 

TheTrust has sold four series of certificates representing an undivided interestin the Trust Portfolio.  All of thecertificates, except the Collateral Certificate issued to the WFN CreditCompany, LLC, and Collateral Interests have matured and been paid in full as ofDecember 31, 2003.  The Transferor wasrequired under the Pooling Agreement to maintain a minimum 4% interest in theTrust Portfolio (6% November through January).

 

| **Description**        |   | **$ Issued** |   | **% of Trust  Portfolio** |   |
|------------------------|--------|--------------|--------|---------------------------|--------|
|                   |   |         |   |                      |   |
| Collateral Certificate |   | 2,423,699    |   | 100.0                     | %      |

 

4

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TheBank is the originator of the receivables, continues to service the receivablesfor the Trust and receives a fee for providing such servicing.  Under the Pooling Agreement, new receivablesgenerated under the specified proprietary credit card programs are required tobe sold to the Trust on a daily basis. If there are insufficient new receivables to maintain the requiredminimum receivables level in the Trust, principal collections are retained bythe Trust for the benefit of the certificateholders or until new receivablesare available for purchase.

 

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

 

Tomanage our direct risk from market interest rates, we actively monitor theinterest rates to minimize the impact that changes in interest rates have onthe fair value of assets and cash flow. To achieve this objective, we manage our exposure to fluctuations inmarket interest rates through the use of fixed rate debt instruments to theextent that reasonably favorable rates are obtainable with sucharrangements.  In addition, we haveentered into derivative financial instruments, interest rate swaps, to mitigateour interest rate risk and to effectively lock the interest rate on a portionof our variable rate debt.  However, atDecember 31, 2003 all derivative instruments had been terminated in conjunctionwith the 2002 maturity and pay out of the related Series 1999-A certificates.

### ** **

### **ITEM 8.**          FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Cross Reference Sheet

 
| **Caption**                                                                                                        |   |
|--------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                               |   |
| Independent Auditors’ Report                                                                                  |   |
|                                                                                                               |   |
| Statements of Assets and Liabilities  Arising from Cash Transactions as of December 31, 2003 and December 31, 2002 |   |
|                                                                                                               |   |
| Statements of Distributable Income Arising  From Cash Transactions for the years ended December 31, 2003 and 2002  |   |
|                                                                                                               |   |
| Notes to Financial Statements                                                                                      |   |

 

5

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### **INDEPENDENT AUDITORS’ REPORT**

 

Tothe World Financial Network Credit Card Master Trust

 

Wehave audited the accompanying statements of assets and liabilities arising fromcash transactions of the World Financial Network Credit Card Master Trust (the“Trust”) as of December 31, 2003 and 2002, and the related statements ofdistributable income arising from cash transactions for the years thenended.  These financial statements arethe responsibility of the management of the Trust.  Our responsibility is to express an opinion on these financialstatements based on our audits.

 

Weconducted our audits in accordance with auditing standards generally acceptedin the United States of America.  Thosestandards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement.  An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements.  An audit alsoincludes assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statementpresentation.  We believe that ouraudits provide a reasonable basis for our opinion.

 

Asdescribed in Note 1 to the financial statements, these financial statementswere prepared on the basis of cash receipts and disbursements, which is acomprehensive basis of accounting other than accounting principles generallyaccepted in the United States of America.

 

Inour opinion, such financial statements present fairly, in all materialrespects, the assets and liabilities arising from cash transactions of theTrust as of December 31, 2003 and 2002, and its distributable income arisingfrom cash transactions for the years then ended, on the basis of accountingdescribed in Note 1.

 

 
|   |                           |
|--------|--------------------------------|
| By:    | /s/ Deloitte  & Touche LLP |   |
|   | Deloitte  & Touche LLP     |
|   | Columbus,  Ohio                |
|   | March  24, 2004                |

 

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**WORLD FINANCIAL NETWORKCREDIT CARD MASTER TRUST**

 

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

(in thousands of dollars)

 
|                            |   | **December  31,** |      |
|---------------------------------|--------|-------------------|-----------|
|                            |   | **2003**          |      | **2002** |   |
| Assets                          |   |              |      |   |   |
| Cash Available for Distribution |   | $                 | 414,078   |   | $ | 458,920 |   |
|                            |   |              |      |   |   |
| Credit Card Receivables         |   | 2,543,851         |      | 2,492,387 |   |
|                            |   |              |      |   |   |
| Total Assets                    |   | $                 | 2,957,929 |   | $ | 2,951,307 |   |
|                            |   |              |      |   |   |
| Liabilities                     |   |              |      |   |   |
|                            |   |              |      |   |   |
| Income to be Distributed        |   | $                 | 414,078   |   | $ | 458,920 |   |
|                            |   |              |      |   |   |
| Asset-backed Certificates:      |   |              |      |   |   |
| Series 1996-B                   |   | —            |      | 322,111 |   |
| Series 1996-VFC                 |   | —            |      | 261,000 |   |
| Series 1999-A                   |   | —            |      | — |   |
| Collateral Certificate          |   | 2,423,699         |      | 1,730,058 |   |
| Collateral Interest             |   | —            |      | 75,750 |   |
| Transferor’s Interest      |   | 120,152           |      | 103,468 |   |
|                            |   |              |      |   |   |
| Total Liabilities               |   | $                 | 2,957,929 |   | $ | 2,951,307 |   |

 

Seeaccompanying Notes to Financial Statements.

 

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**WORLD FINANCIAL NETWORKCREDIT CARD MASTER TRUST**

 

**STATEMENTSOF DISTRIBUTABLE INCOME ARISING FROM CASH TRANSACTIONS**

**(in thousands of dollars)**

** **
|                                                                                                                     |   | **For The  Year Ended  December 31, 2003** |      | **For The  Year Ended  December 31, 2002** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------|-----------|--------------------------------------------|------------|
| Distributable Income                                                                                                     |   |                                       |      |                                       |       |
| Allocable to Principal                                                                                                   |   | $                                          | 4,886,011 |                                       | $          | 4,439,344 |   |
| Allocable to Interest                                                                                                    |   | 681,463                                    |      | 613,129                                    |       |
|                                                                                                                     |   |                                       |      |                                       |       |
| Total Distributable Income                                                                                               |   | $                                          | 5,567,474 |                                       | $          | 5,052,473 |   |
|                                                                                                                     |   |                                       |      |                                       |       |
| Income Distributed                                                                                                       |   |                                       |      |                                       |       |
| Distribution of Principal to Purchase New  Receivables                                                                   |   | $                                          | 4,521,009 |                                       | $          | 4,029,963 |   |
| Interest Paid on Asset Backed Certificates                                                                               |   | 103,750                                    |      | 113,047                                    |       |
| Servicing Fees                                                                                                           |   | 44,122                                     |      | 42,761                                     |       |
| Distribution to Purchase New Receivables  for Amounts Previously Written-off                                             |   | 222,381                                    |      | 216,141                                    |       |
| Distribution on Transferor’s Interest                                                                               |   | 262,134                                    |      | 191,641                                    |       |
|                                                                                                                     |   |                                       |      |                                       |       |
| Income Distributed                                                                                                       |   | $                                          | 5,153,396 |                                       | $          | 4,593,553 |   |
|                                                                                                                     |   |                                       |      |                                       |       |
| Excess of Distributable Income over Income  Distributed (Distributed January 15, 2004 and January 15, 2003 respectively) |   | $                                          | 414,078   |                                       | $          | 458,920 |   |

 

Seeaccompanying Notes to Financial Statements.

 

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## **WORLDFINANCIAL NETWORK CREDIT CARD MASTER TRUST**

 

# **NOTES TOFINANCIAL STATEMENTS**

 

### **NOTE 1.**        General Information and Accounting Policies

 

TheWorld Financial Network Credit Card Master Trust (the “Trust”) was formedpursuant to a Pooling and Servicing Agreement, dated as of January 17,1996,first amended and restated as of September 17, 1999, and restated a second timeas of August 1, 2001 (the “Pooling Agreement”) between WFN Credit Company, LLC,(“WFNCC”) as transferor (the “Transferor”) and World Financial Network NationalBank (the “Bank”), as servicer (the “Servicer”) of receivables (the“Receivables”) arising from a portfolio of consumer open end credit cardaccounts (the “Trust Portfolio”) and BNY Midwest Trust Company, as trustee (the“Trustee”).  The Trust Portfolioincludes the private label credit card programs of a number of national retailand catalogue entities.

 

TheBank services the receivables pursuant to the Pooling Agreement and iscompensated for acting as the Servicer. In order to facilitate its servicing functions and minimizeadministrative burdens and expenses, the Bank retains physical possession ofthe documents relating to the receivables as custodian for the Trustee.  The Trust has no employees.

 

Thefinancial statements of the Trust are prepared on a cash basis of accountingwhich differs from financial statements prepared in accordance with accountingprinciples generally accepted in the United States of America in that interestincome and the related assets are recognized when received rather than whenearned and distributions to certificateholders are recognized when paid ratherthan when the obligation is incurred. The statement of assets and liabilities arising from cash transactionsas of December 31, 2003 reflects the amounts to be distributed on January 15,2004, which represents the distribution of income received by the Trust for theperiod December 1 through December 31, 2003.

 

### **NOTE 2.**        Sale of Certificates

 

TheTrust may issue from time to time asset-backed certificates in one or moreSeries, which will consist of one or more classes of certificates, representingan undivided ownership interest in the Receivables.  As of December 31, 2003 the Trust had issued and had outstandingthe following certificates, representing the indicated undivided interest inthe Trust Portfolio:

 

| **Description**        |   | **$ Issued** |   | **% of Trust  Portfolio** |   |
|------------------------|--------|--------------|--------|---------------------------|--------|
|                   |   |         |   |                      |   |
| Collateral Certificate |   | 2,423,699    |   | 100.0                     | %      |

 

TheCollateral Certificate is held by World Financial Network Master NoteTrust.  Collectively, holders of allSeries are referred to as “Certificateholders.”

 

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### **NOTE 3.**        Principal and Interest Payment to Certificateholders

 

Collectionsof principal are used by the Trust to make principal distributions with respectto certain series, to restore certain reserve and cash collateral accounts andto purchase new charge card receivables on a daily basis.

 

Collectionsof finance charges, which includes late fees, non-sufficient funds check feesand recoveries of amounts previously written-off, are used to pay interest tothe Certificateholders, pay servicing fees and to purchase new charge cardreceivables equal to amounts written-off during the month.  Excess finance charge collections, if any,are distributed to the Transferor.

 

Thedistribution date is the 15th day of each month (or, if such day is not abusiness day, the next following business day).

 

### **NOTE 4.**        Federal Income Taxes

 

TheTrust is not taxable as a corporation for Federal income tax purposes.  Accordingly, no provision for income taxesis reflected in the accompanying financial statements.

 

II-5

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### **NOTE 5.**        Supplementary Financial Data (unaudited)

 

Thefollowing is a summary of distributable income for 2003 and 2002 arising fromcash transactions (in thousands of dollars):

 
| **2003**                           |   | **Principal** |      | **Interest** |   | **Servicing  Fees** |   | **Defaulted  Receivables** |   | **Transferor’s  Interest** |   | **Total** |   |
|------------------------------------|--------|---------------|-----------|--------------|--------|---------------------|--------|----------------------------|--------|---------------------------------|--------|-----------|--------|
|                               |   |          |      |         |   |                |   |                       |   |                            |   |      |   |
| Undistributed at December 31, 2002 |   | $             | 409,381   |         | $      | 8,923               |   | $                          | 3,798  |                            | $      | 19,370    |   | $ | 17,448 |   | $ | 458,920 |   |
|                               |   |          |      |         |   |                |   |                       |   |                            |   |      |   |
| Quarter Ended:                     |   |          |      |         |   |                |   |                       |   |                            |   |      |   |
| March 31, 2003                     |   | 1,218,232     |      | 26,344       |   | 11,286              |   | 55,194                     |   | 75,351                          |   | 1,386,407 |   |
| June 30, 2003                      |   | 1,082,967     |      | 23,888       |   | 11,101              |   | 57,080                     |   | 61,191                          |   | 1,236,227 |   |
| September 30, 2003                 |   | 1,084,277     |      | 26,485       |   | 10,750              |   | 52,995                     |   | 66,191                          |   | 1,240,698 |   |
| December 31, 2003                  |   | 1,091,154     |      | 27,551       |   | 11,046              |   | 56,513                     |   | 58,959                          |   | 1,245,223 |   |
|                               |   |          |      |         |   |                |   |                       |   |                            |   |      |   |
| Total                              |   | $             | 4,886,011 |         | $      | 113,191             |   | $                          | 47,981 |                            | $      | 241,152   |   | $ | 279,140 |   | $ | 5,567,475 |   |

 
| **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 |   |

 

### **NOTE 6:**        Fair Value of Financial Instruments

 

Thefair value of the Trust’s credit card receivables approximate their carryingvalue due to the short maturity and average interest rates that approximatecurrent market rates.

 

Thefair value of the asset-backed certificates is $2,431 million (carrying valueof $2,424 million) as of December 31, 2003 and $2,392 million (carrying valueof $2,389 million) as of December 31, 2002, based on quoted market prices orcurrent market rates for similar securities with similar remaining maturitiesand interest rates.  (See also Note 7)

 

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### **NOTE 7:**        Publicly Issued Certificates

 

OnMay 9, 1996, the Trust issued: $445,500,000 6.70% Class A Asset BackedCertificates, Series 1996-A; $46,750,000 7.00% Class B Asset Backed Certificates, Series 1996-A;$283,500,000 6.95% Class A Asset Backed Certificates, Series 1996-B, and$29,750,000 7.20% Class B Asset Backed Certificates, Series 1996-B.  The Series 1996-A certificates matured andwere fully paid out in 2001, the Series 1996-B certificates matured and werefully paid out in 2003.  On September17, 1999, the Trust issued $473,400,000 1 Month Libor plus 0.33% variable rateClass A Asset Backed Certificates.  TheSeries 1999-A certificates 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 ANDFINANCIAL DISCLOSURE

 

Thereis nothing to report with regard to this item.

 

### **PART III**

 

### **ITEM 10.**       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

 

Thereis nothing to report with regard to this item.

 

### **ITEM 11.**       EXECUTIVE COMPENSATION

 

Thereis nothing to report with regard to this item.

 

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

 

Thereis nothing to report with regard to this item.

 

### **ITEM 13.**       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Thereis nothing to report with regard to this item.

### ** **

### **ITEM 14.**       PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Noresponse required pursuant to Instruction to Item 14.

 

II-7

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**PART IV**

 

### **ITEM 15.**       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

 

a)              Listedbelow are the documents filed as part of this report:

 

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

 
| **Exhibit No.** |   | **Description**                          |
|-----------------|--------|------------------------------------------|
|            |   |                                     |
| 31.1            |   | Rule  13a-14(a)/15d-14(a) Certifications |
| 31.2            |   | Rule  13a-14(a)/15d-14(a) Certifications |
| 32.1            |   | Rule  13a-14(b)/15d-14(b) Certifications |
| 32.2            |   | Rule  13a-14(b)/15d-14(b) Certifications |
| 99.1            |   | Annual  Servicer’s Certificate      |

 

b)             Reports onForm 8-K:

 

Thefollowing current reports on Form 8-K were filed for the fourth quarter of 2001:

 
| **Monthly Report** |   | **Date of  Report** | ** ** |
|--------------------|--------|---------------------|------------|
|               |   |                |       |
| October 2003       |   | November 17, 2003   |       |
| November 2003      |   | December 15, 2003   |       |
| December 2003      |   | January 15, 2004    |       |

 

c)              Omitted

 

d)             Omitted

 

## **SIGNATURES**

 

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Bank, on behalf of the Trust, has duly caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.

 
|                  | By:    | World  Financial Network Credit Card  Master Trust  |
|-----------------------|--------|-----------------------------------------------------|
|                  |   | World  Financial Network National Bank, as Servicer |
|                  |   |                                                |
|                  |   |                                                |
| Date:  March 30, 2004 | By:    | Daniel  T. Groomes                                  |
|                  |   | President                                           |

 

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