**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C.  20549**

 

**FORM 10-K**

 

**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES**

**EXCHANGE ACT OF 1934 (NO FEE REQUIRED)**

 

**For the period from January 1, 2001 to December 31, 2001.**

 

**Commission file number    333-85463, 333-998**

 

**World Financial Network National Bank, on behalf**

**of World Financial Network Credit Card Master Trust**

(Exactname of registrant as specified in its charter)

 

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

 

 

 

| **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 Form 10-K         (Not Applicable)

 

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

 

Securities registered pursuant toSection 12(g) of the Act: Series 1996-A, Class A, Class B; Series 1996-B, ClassA, Class B; and Series 1999-A Class A.

 

Indicate by check mark whether theregistrant (1) has filed all reports required to be filed by Section 13 or15(c) of the Securities Exchange Act 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.

Yes ý    No o

 

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

 

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

 

 

#### **PART I**

 

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 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 as transferor (“WFNCC”),World Financial Network National Bank, as servicer (“WFNNB”), and BNY MidwestTrust Company, as Trustee.  The Trustwas 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.

 

 

### **ITEM1.**                             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 four series ofcertificates - Series 1996-A, Series 1996-B, Series 1996-VFC, and Series1999-A.  The Series 1996-A certificatesmatured and were paid off in 2001.  TheSeries 1996-B Class A Certificates, Series 1996-B Class B Certificates andSeries 1999-A Class A Certificates were publicly issued.  The Series 1996-B Class D Certificates areheld by WFNCC.  The Series 1996-VFC Certificatesand Series 1999-A, Class B Certificates have been privately placed.  Each outstanding Series includes one or moreclasses of certificates as well as certain Collateral Interests.  In addition, the Trust has issued to WFNCCthe 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 and 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.

 

 

### **ITEM2.**                             PROPERTIES

 

There is nothing to report withregard to this item.

 

 

### **ITEM3.**                             LEGAL PROCEEDINGS

 

There is nothing to report withregard to this item.

 

 

### **ITEM4.**                             SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

### ** **

There is nothing to report withregard to this item.

 

 

3

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**PART II**

 

### **ITEM5.**                             MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDERMATTERS

 

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, and Series 1999-A, Class A Certificates.  The frequency of such transactions variesfrom year to year.

 

 

### **ITEM6.**                             SELECTED FINANCIAL DATA

 

The selected financialdata has been omitted since the required information is included in thefinancial statements.

** **

** **
| **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 fourseries of certificates representing an undivided interest in the TrustPortfolio.  In addition, the Trust hassold certain Collateral Interests in the Trust Portfolio as well as theCollateral Certificate.  The Transferoris required under the Pooling Agreement to maintain a minimum 4% interest inthe Trust Portfolio (6% November through January).  The following series of certificates have been issued by theTrust and are outstanding as of December 31, 2001 (dollars in thousands):

 

 
|   |                   |   |         |    | **% of Trust** |   |
|--------|------------------------|--------|--------------|---------|----------------|--------|
|   | **Description**        |   | **$ Issued** |    | **Portfolio**  |   |
|   | Series 1996-B, Class A |   | $            | 283,500 |           | 12.5   | % |
|   | Series 1996-B, Class B |   | 29,750       |    | 1.3            | %      |
|   | Series 1996-B, Class D |   | 8,861        |    | 0.4            | %      |
|   | Series 1996-VFC        |   | 286,000      |    | 12.6           | %      |
|   | Series 1999-A, Class A |   | 473,400      |    | 20.8           | %      |
|   | Series 1999-A, Class B |   | 51,600       |    | 2.3            | %      |
|   | Collateral Certificate |   | 900,000      |    | 39.6           | %      |
|   |                   |   |         |    |           |   |
|        |                        |        |              |         |                |        |  |

 

 

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 Series 1999-A, ClassA certificates have been distributed to the public under a prospectus datedSeptember 3, 1999.

 

The Bank is theoriginator and puchaser of the receivables, continues to service thereceivables for 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.

 

 

### **ITEM7A.**                    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, net income andcash flow.  To achieve this objective,we manage our exposure to fluctuations in market interest rates through the useof fixed rate debt instruments to the extent that reasonably favorable ratesare obtainable with such arrangements. In addition, we have entered into derivative financial instruments,interest rate swaps, to mitigate our interest rate risk and to effectively lockthe interest rate on a portion of our variable rate debt.

### ** **

 

### **ITEM8.**                             FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

 

CrossReference Sheet

 
| **Caption**                                                                                                                                       |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                              |   |
| Independent Auditors’  Report                                                                                                                |   |
|                                                                                                                                              |   |
| Statements  of Assets and Liabilities Arising from Cash Transactions as of December 31,  2001 and December 31, 2000                               |   |
|                                                                                                                                              |   |
| Statements  of Distributable Income Arising From Cash Transactions for the  year ended December 31, 2001 and for the year ended December 31, 2000 |   |
|                                                                                                                                              |   |
| Notes to Financial  Statements                                                                                                                    |   |

 

 

5

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### **II-1**

### ** **

### **INDEPENDENT AUDITORS’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, 2001 and 2000, and the related statements of distributable income arisingfrom cash transactions for the years then ended.  These financial statements are the responsibility of themanagement of the Trust.  Ourresponsibility is to express an opinion on these financial statements based onour 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 financialstatements.  An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statementpresentation.  We believe that ouraudits provide a reasonable 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, 2001 and 2000,and its distributable income arising from cash transactions for the years thenended on the basis of accounting described in Note 1.

 

 

 

 
| By:    |                      |
|--------|---------------------------|
|   |                      |   |
|   | Deloitte & Touche LLP |
|   | Columbus, Ohio            |
|   | March 26, 2002            |

 

 

6

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**II-2**

 

 

**WORLD FINANCIAL NETWORKCREDIT CARD MASTER TRUST**

 

 

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

 
|                             |   | **Year Ended December 31,** |                           |
|----------------------------------|--------|-----------------------------|--------------------------------|
|                             |   |                        | **2001**                       |   | **2000** |   |
| Assets                           |   |                        | **(in  thousands of dollars)** |   |
| Cash Available for  Distribution |   | $                           | 373,914                        |   | $ | 310,660 |   |
|                             |   |                        |                           |   |   |
| Credit Card Receivables          |   | 2,275,302                   |                           | 2,202,444 |   |
|                             |   |                        |                           |   |   |
| Total Assets                     |   | $                           | 2,649,216                      |   | $ | 2,513,104 |   |
|                             |   |                        |                           |   |   |
|                             |   |                        |                           |   |   |
|                             |   |                        |                           |   |   |   |
| Liabilities                      |   |                        |                           |   |   |   |
| Income to be Distributed         |   | $                           | 373,914                        |   | $ | 310,660 |   |
|                             |   |                        |                           |   |   |
| Asset-backed  Certificates:      |   |                        |                           |   |   |
| Series 1996-A                    |   | —                      |                           | 506,174 |   |
| Series 1996-B                    |   | 322,111                     |                           | 322,111 |   |
| Series 1996-VFC                  |   | 286,000                     |                           | 512,500 |   |
| Series 1999-A                    |   | 525,000                     |                           | 525,000 |   |
| Collateral Certificate           |   | 900,000                     |                           | — |   |
| Collateral Interest              |   | 150,750                     |                           | 236,096 |   |
| Transferor’s Interest       |   | 91,441                      |                           | 100,563 |   |
|                             |   |                        |                           |   |   |
| Total Liabilities                |   | $                           | 2,649,216                      |   | $ | 2,513,104 |   |
|                             |   |                        |                           |   |   |

 

See accompanying Notes to FinancialStatements.

 

 

7

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**II-3**

 

 

**WORLD FINANCIAL NETWORK CREDIT CARD MASTER TRUST**

 

**STATEMENTSOF DISTRIBUTABLE INCOME ARISING FROM CASH TRANSACTIONS**

 

 
|                                                                                                                      |   | **For The**                    |      | **For The**           |   |
|---------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------|-----------|-----------------------|--------|
|                                                                                                                      |   | **Year Ended**                 |      | **Year Ended**        |   |
|                                                                                                                      |   | **December 31, 2001**          |      | **December 31, 2000** |   |
|                                                                                                                      |   | **(in  thousands of dollars)** |      |
| Distributable Income                                                                                                      |   |                           |      |                  |   |
| Allocable to Principal                                                                                                    |   | $                              | 3,771,493 |                  | $      | 3,622,309 |   |
| Allocable to Interest                                                                                                     |   | 543,204                        |      | 520,412               |   |
|                                                                                                                      |   |                           |      |                  |   |
| Total Distributable  Income                                                                                               |   | $                              | 4,314,697 |                  | $      | 4,142,721 |   |
|                                                                                                                      |   |                           |      |                  |   |
| Income Distributed                                                                                                        |   |                           |      |                  |   |
| Distribution of Principal  to Purchase New Receivables                                                                    |   | $                              | 3,440,858 |                  | $      | 3,351,788 |   |
| Interest Paid on Asset  Backed Certificates                                                                               |   | 122,846                        |      | 131,356               |   |
| Servicing Fees                                                                                                            |   | 39,238                         |      | 38,096                |   |
| Distribution to Purchase  New Receivables for Amounts Previously Written-off                                              |   | 207,228                        |      | 166,281               |   |
| Distribution on  Transferor’s Interest                                                                               |   | 130,613                        |      | 144,540               |   |
|                                                                                                                      |   |                           |      |                  |   |
| Income Distributed                                                                                                        |   | $                              | 3,940,783 |                  | $      | 3,832,061 |   |
|                                                                                                                      |   |                           |      |                  |   |
| Excess of Distributable  Income over Income Distributed (Distributed January 15, 2002 and January 16,  2001 respectively) |   | $                              | 373,914   |                  | $      | 310,660 |   |
|                                                                                                                      |   |                           |      |                  |   |

See accompanying Notes to FinancialStatements.

 

 

8

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## **II-4**

 

## **WORLD FINANCIAL NETWORK CREDIT CARD MASTERTRUST**

 

 

 

# **NOTES TOFINANCIAL STATEMENTS**

 

 

### **NOTE1.**                         General Information 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 in aportfolio of consumer open end credit card accounts (the “Trust Portfolio”) andBNY Midwest Trust Company, as trustee (the “Trustee”).  The Trust Portfolio includes the privatelabel credit card programs of a number of national retail and catalogueentities.

 

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 as custodianfor the Trustee.  The Trust has noemployees.

 

The financial statements of the Trustare prepared on a cash basis of accounting which differs from financialstatements prepared in accordance with accounting principles generally acceptedin the United States of America in that interest income and the related assetsare recognized 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, 2001 reflects theamounts to be distributed on January 15, 2002, which represents thedistribution of income received by the Trust for the period December 1 throughDecember 31, 2001.

 

 

### **NOTE2.**                         Sale of 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, 2001the Trust had issued and had outstanding the following certificates,representing the indicated undivided interest in the Trust Portfolio:
|                   |   |         |    |           |   |
|------------------------|--------|--------------|---------|----------------|--------|
|                   |   |         |    | **% of Trust** |   |
| **Description**        |   | **$ Issued** |    | **Portfolio**  |   |
| Series 1996-B, Class A |   | $            | 283,500 |           | 12.5   | % |
| Series 1996-B, Class B |   | 29,750       |    | 1.3            | %      |
| Series 1996-B, Class D |   | 8,861        |    | 0.4            | %      |
| Series 1996-VFC        |   | 286,000      |    | 12.6           | %      |
| Series 1999-A, Class A |   | 473,400      |    | 20.8           | %      |
| Series 1999-A, Class B |   | 51,600       |    | 2.3            | %      |
| Collateral Certificate |   | 900,000      |    | 39.6           | %      |
|                   |   |         |    |           |   |
|                        |        |              |         |                |        |  |

 

 

9

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The Series 1996-B Class A and Class BCertificates were publicly issued pursuant to a Prospectus dated April 9,1996.  The Series 1999-A, Class ACertificates were distributed to the public pursuant to a Prospectus datedSeptember 3, 1999.  The Series 1996-B,Class D Certificate is held by the Transferor WFN Credit Company, LLC.  The Series 1999-A, Class B Certificates wereprivately placed, and the Series 1996-VFC 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 6.6% interest in the TrustPortfolio.  Such Collateral Interestswere held by three banks as of December 31, 2001 (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.

### ** **

### ** **

### **NOTE3.**                         Principal and 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).

 

 

### **NOTE4.**                         Federal Income 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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### **NOTE5.**                         Supplementary Financial Data (unaudited)

 

The following is a summary ofdistributable income for 2001 and 2000 arising from cash transactions (inthousands of dollars):

 
|                                |   |          |       |         |       | **Servicing** |       | **Defaulted**   |       | **Transferor’s** |       |       |       |
|-------------------------------------|--------|---------------|------------|--------------|------------|---------------|------------|-----------------|------------|-----------------------|------------|------------|------------|
| **2001**                            |   | **Principal** |       | **Interest** |       | **Fees**      |       | **Receivables** |       | **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 |       |
|                                |   |          |       |         |       |          |       |            |       |                  |       |       |       |
|                                |   |          |       |         | ** ** | **Servicing** |       | **Defaulted**   | ** ** | **Transferor’s** | ** ** |       | ** ** |
| **2000**                            |   | **Principal** | ** ** | **Interest** | ** ** | **Fees**      | ** ** | **Receivables** | ** ** | **Interest**          | ** ** | **Total**  | ** ** |
| Undistributed at December  31, 1999 |   | $258,364      |       | $12,045      |       | $3,250        |       | $13,723         |       | $5,004                |       | $292,386   |       |
|                                |   |          |       |         |       |          |       |            |       |                  |       |       |       |
| Quarter Ended:                      |   |          |       |         |       |          |       |            |       |                  |       |       |       |
| March 31, 2000                      |   | 902,181       |       | 31,749       |       | 9,576         |       | 42,110          |       | 42,874                |       | 1,028,490  |       |
| June 30, 2000                       |   | 833,561       |       | 32,706       |       | 9,460         |       | 40,649          |       | 34,929                |       | 951,305    |       |
| September 30, 2000                  |   | 809,598       |       | 32,711       |       | 9,437         |       | 39,934          |       | 37,801                |       | 929,481    |       |
| December 31, 2000                   |   | 818,605       |       | 34,496       |       | 9,771         |       | 45,229          |       | 32,958                |       | 941,059    |       |
|                                |   |          |       |         |       |          |       |            |       |                  |       |       |       |
| Total                               |   | $3,622,309    |       | $143,707     |       | $41,494       |       | $181,645        |       | $153,566              |       | $4,142,721 |       |
|                                |   |          |       |         |       |          |       |            |       |                  |       |       |       |

 

### ** **

### **NOTE6:**                        Fair Value 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 $2,285,277,843 (carrying value of$2,275,301,593) as of December 31, 2001 and $2,211,026,987 (carrying value of$2,202,444,268) as of December 31, 2000, 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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### **NOTE7: INTEREST SWAPS**

 

In September 1999, the Trust enteredinto two interest rate swap agreements with the JPMorgan Chase Bank (“Morgan”)with a notional amount of $525 million. Management believes the counterparty will be able to perform under theterms of the interest rate swap agreements. The interest rate swaps effectively change the Trust’s interest rateexposure on $473.4 million and $51.6 million of securitized acounts receivableto a fixed rate of approximately 6.40% and 6.41% respectively.  The notional amount of swaps, $525 millionas of December 31, 2001 will decrease with a corresponding decrease of therelated securitized receivables.  Thefair value of the interest rate swaps was estimated based on the monies theTrust would pay if they terminated the agreements.

 
| **Notional**   |   |            |                                      |              |          |           |   | **Fair**       |   |
|----------------|--------|-----------------|-------------------------------------------|-------------------|---------------|----------------|--------|----------------|--------|
| **Amount**     |   |            |                                      | **Variable Rate** |          | **Fixed Rate** |   | **Value**      |   |
| **(Millions)** |   | **Swap Period** |                                      | **Received**      |          | **Paid**       |   | **(Millions)** |   |
| $              | 473.4  |            | September 17, 1999  through July 17, 2006 |              | USD-LIBOR-BBA |           | 6.395  | %              | $      | (15.4 | ) |
|           |   |            |                                      |              |          |           |   |           |   |
| $              | 51.6   |            | September 17, 1999  through July 17, 2006 |              | USD-LIBOR-BBA |           | 6.410  | %              | $      | (1.8 | ) |

 

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

 

There is nothing to report withregard to this item.

 

 

 

### **PARTIII**

 

 

### **ITEM10.**                      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

 

There is nothing to report withregard to this item.

 

 

### **ITEM11.**                      EXECUTIVE COMPENSATION

 

There is nothing to report withregard to this item.

 

 

### ** **

### **ITEM12.**                      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

### **      **                                                           MANAGEMENT

 

There is nothing to report with regardto this item.

 

 

### **ITEM13.**                      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

There is nothing to report withregard to this item.

 

 

 

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### **PARTIV**

 

 

### **ITEM14.**                      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

 

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

 

                Ommitted

 

b)    Reports on Form 8-K:

 

                The following current reports onForm 8-K were filed for the fourthquarterof 2001:

 
| **Monthly  Report** |   | **Date  of Report** |   |
|---------------------|--------|---------------------|--------|
| October 2001        |   | November 15, 2001   |   |
| November 2001       |   | December 17, 2001   |   |
| December 2001       |   | January 15, 2002    |   |

 

 

c)     Omitted

 

d)    Omitted

 

 

## **SIGNATURES**

 

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theBank, on behalf of the Trust, has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 
|   |           | By:    | World Financial Network Credit Card |
|--------|----------------|--------|-------------------------------------|
|   |           |   | Master Trust                        |
|   |           |   | World Financial Network National    |
|   |           |   | Bank, as Servicer                   |
|   |           |   |                                |
| Date:  | March 29, 2002 |   | By:                                 | Daniel T. Groomes |
|   |           |   | President                           |
|        |                |        |                                     |  |

 

 

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