10-K 1 a2106044z10-k.htm FORM 10-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 4, 2003

Commission file number 0-26930

TARGET CREDIT CARD MASTER TRUST
(Issuer of the Certificates)

TARGET RECEIVABLES CORPORATION
(Originator of the Trust Described Herein)
(Exact name of Registrant as Specified in its Charter)

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

Registrant's telephone number, including area code: 612/696-3102
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

6.25% Class A Asset Backed Certificates, Series 1997-1
5.90% Class A Asset Backed Certificates, Series 1998-1
Floating Rate Class A Asset Backed Certificates, Series 2001-1
Floating Rate Class A Asset Backed Certificates, Series 2002-1
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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 X No

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

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

DOCUMENTS INCORPORATED BY REFERENCE

1. The sections of the Registrant's Registration Statement (Registration No. 333-103371) filed on February 21, 2003 set forth below:

a.: "Risk Factors" on pages S-13 through S-20 of the prospectus supplement;
b.: "Retailers National Bank's Credit Card Business" on pages S-21 through S-24 of the prospectus supplement; and
c.: the prospectus

PART I

Item 1. Business.

Target Credit Card Master Trust (the "Trust") was formed pursuant to a Pooling and Servicing Agreement dated as of September 13, 1995 (as amended, modified or supplemented, the "Pooling and Servicing Agreement"), by and among Retailers National Bank, as servicer ("Servicer"), Target Receivables Corporation, as transferor ("Transferor"), and Wells Fargo Bank Minnesota, National Association, as trustee ("Trustee"). The Trust's only business is to act as a passive conduit to permit investments in a pool of Transferor's consumer accounts receivable. The Transferor is a wholly-owned subsidiary of a corporation that is wholly-owned by Target Corporation.

Item 2. Properties.

The assets of the Trust (the "Trust Assets") include a portfolio of receivables (the "Receivables") generated from time to time in a portfolio of consumer open-end credit card accounts (the "Accounts"), funds collected or to be collected in respect of the Receivables, monies on deposit in certain accounts of the Trust, any participation interests included in the Trust, funds collected or to be collected with respect to such participation interests and any enhancement with respect to a particular series or class. The Trust Assets are expected to change over the life of the Trust as receivables in consumer open-end credit card accounts and other open-end credit accounts and related assets are included in the Trust and as Receivables in Accounts included in the Trust are charged-off or removed.

Exhibits 99.02, 99.03, 99.04, and 99.05 to this Report set forth certain information relating to the Transferor's fiscal year ended January 4, 2003. Such information, which was derived from the monthly settlement statements relating to such period as delivered to the Trustee pursuant to the Pooling and Servicing Agreement, is incorporated herein by reference.

Item 3. Legal Proceedings.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

In August 1996, the Trust issued Series 1996-1 Class A Variable Funding Certificates in a private transaction (the "Series 1996 Certificates"). The principal amount of the Series 1996 Certificates fluctuates and currently may not exceed $100 million. In October 1997, the Trust issued $400,000,000 of five year 6.25% Class A Certificates to the public (the "Series 1997 Certificates"). The Series 1997 Certificates were repaid in full and canceled in October 2002 and are no longer outstanding. In August 1998, the Trust issued $400,000,000 of five year 5.90% Class A Certificates to the public (the "Series 1998 Certificates"). In July 2001, the Trust issued $750,000,000 of seven year floating rate Class A Certificates to the public (the "Series 2001 Certificates"). In July 2002, the Trust issued $750,000,000 of five year floating rate Class A Certificates to the public (the "Series 2002-1 Certificates").

Although they trade in the over-the-counter market to a limited extent, there is currently no established public trading market for the Series 1998 Certificates, the Series 2001 Certificates, or the Series 2002 Certificates. The Series 1998 Certificates, the Series 2001 Certificates, and the Series 2002 Certificates are held and delivered in book-entry form through the facilities of The Depository Trust Company ("DTC"), a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. The definitive Series 1998 Certificates, the Series 2001 Certificates, and the Series 2002 Certificates are held by Cede & Co., the nominee of DTC.

The undivided interests in the Trust, other than those represented by the Series 1996 Certificates, the Series 1998 Certificates, the Series 2001 Certificates, and the Series 2002 Certificates are owned by the Transferor and the Servicer.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Not applicable.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8. Financial Statements and Supplementary Data.

Not applicable.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

PART III

Item 10. Directors and Executive Officers of the Registrant.

Not applicable.

Item 11. Executive Compensation.

Not applicable.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Not applicable.

Item 13. Certain Relationships and Related Transactions.

Not applicable.

Item 14. Controls and Procedures.

Not applicable.

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

a.

The following documents are filed as part of this Report.

3.: Exhibits

		99.01		Annual Servicer's Certificate for the year ended January 4, 2003, Series 1997-1, Series 1998-1, Series 2001-1, and Series 2002-1.

		99.02		Annual Certificateholders' Statement for the year ended January 4, 2003, Series 1997-1.
		99.03		Annual Certificateholders' Statement for the year ended January 4, 2003, Series 1998-1.
		99.04		Annual Certificateholders' Statement for the year ended January 4, 2003, Series 2001-1.
		99.05		Annual Certificateholders' Statement for the year ended January 4, 2003, Series 2002-1.
		99.06		Report of Independent Accountants.
		99.07		Report of Independent Accountants on the Monthly Certificateholders' Statements, Series 1997-1.
		99.08		Report of Independent Accountants on the Monthly Certificateholders' Statements, Series 1998-1.
		99.09		Report of Independent Accountants on the Monthly Certificateholders' Statements, Series 2001-1.
		99.10		Report of Independent Accountants on the Monthly Certificateholders' Statements, Series 2002-1.

b.: Reports on Form 8-K and Form 8 filed with respect to fiscal 2002.

Each month the Transferor files a Current Report on Form 8-K which includes, as exhibits, copies of the Monthly Servicer's Certificates and the Monthly Certificateholders' Statements relating to the preceding monthly period, which certificates are required to be delivered to the Trustee under the terms of the Pooling and Servicing Agreement.

SIGNATURES

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Target Receivables Corporation and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Douglas A. Scovanner Douglas A. Scovanner	President and Director (Principal Accounting Officer)	March 20, 2003
/s/ Stephen C. Kowalke Stephen C. Kowalke	Vice President, Treasurer and Director (Principal Financial Officer)	March 20, 2003
/s/ Terrence J. Scully Terrence J. Scully	Vice President and Director	March 20, 2003

CERTIFICATION

I, Terrence J. Scully, certify that:

1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Target Receivables Corporation;

2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;

3. Based on my knowledge, the distribution or servicing information required to be provided to the 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 responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under that agreement; and

5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.

Dated:	March 20, 2003	By	/s/ Terrence J. Scully
			Terrence J. Scully,
			Vice President and Director

EXHIBIT INDEX

Exhibit No.		Exhibit
99.01		Annual Servicer's Certificate for the year ended January 4, 2003, Series 1997-1, Series 1998-1, Series 2001-1, and Series 2002-1
99.02		Annual Certificateholders' Statement for the year ended January 4, 2003, Series 1997-1
99.03		Annual Certificateholders' Statement for the year ended January 4, 2003, Series 1998-1
99.04		Annual Certificateholders' Statement for the year ended January 4, 2003, Series 2001-1
99.05		Annual Certificateholders' Statement for the year ended January 4, 2003, Series 2002-1
99.06		Report of Independent Accountants
99.07		Report of Independent Accountants on the Monthly Certificateholders' Statements, Series 1997-1
99.08		Report of Independent Accountants on the Monthly Certificateholders' Statements, Series 1998-1
99.09		Report of Independent Accountants on the Monthly Certificateholders' Statements, Series 2001-1
99.10		Report of Independent Accountants on the Monthly Certificateholders' Statements, Series 2002-1

TARGET RECEIVABLES CORPORATION

March 20, 2003

/s/ Douglas A. Scovanner

Douglas A. Scovanner,

President and Director