UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K





(Mark One)

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

For fiscal year ended December 31, 2016

OR



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|- | -------------------------------------------------------------------

| | EXCHANGE ACT OF 1934
| | --------------------

For the transition period from
 to

Commission File Number of Issuing Entity: 333-190096-01

Central Index Key of Issuing Entity: 0001396730





FIRST
NATIONAL MASTER NOTE TRUST

(Exact name of Issuing Entity as specified in its charter)





Commission File Number of Depositor: 333-190096

Central Index Key of Depositor: 0001171040





FIRST
NATIONAL FUNDING LLC

(Exact name of Depositor as specified in its charter)





Central Index Key of Sponsor: 0000036644





FIRST
NATIONAL BANK OF OMAHA

(Exact name of Sponsor as specified in its charter)







|                                                                                 |  |                                                    
|-------------------------------------------------------------------------------- |  | ---------------------------------------------------
|Nebraska                                                                         |  | Not Applicable                                     
|(State or other jurisdiction of
incorporation or organization of Issuing Entity) |  | (IRS Employer
Identification No. of Issuing Entity)
|                                                                                 | 
|1620 Dodge Street, Stop Code 3271, Omaha, Nebraska                               |  | 68197                                              
|(Address of principal executive offices of Issuing Entity)                       |  | (Zip Code)                                         

(402) 341-0500

(Issuing Entitys telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

None

Securities
Registered Pursuant to Section 12(g) of the Act:

None

Title of Each Class





Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES  ☐    NO  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    YES  ☐    NO  ☒

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  ☒    NO  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).    YES  ☒    NO  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.    ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  | ☐                                                |  | Accelerated filer         |  | ☐
|                        |  |                                                  | 
|Non-accelerated filer   |  | ☒  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    YES  ☐    NO  ☒

State the aggregate market value of the
voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants
most recently completed second fiscal quarter.

Registrant does not have any voting or non-voting common equity held by non-affiliates as
of the date of this report, has not been involved in bankruptcy proceedings during the past five years and is not a corporate registrant.

DOCUMENTS INCORPORATED BY REFERENCE

No documents have been incorporated by reference into this Form 10-K.









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PART I

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:



|    |  |          |  |                  
|--- |  | -------- |  | -----------------
|(A) |  | Item 1:  |  | Business         
|(B) |  | Item 1A: |  | Risk Factors     
|(C) |  | Item 2:  |  | Properties       
|(D) |  | Item 3:  |  | Legal Proceedings



|Item 1B. | Unresolved Staff Comments.
|-------- | --------------------------

Not Applicable.



|Item 4. | Mine Safety Disclosures
|------- | -----------------------

Not Applicable.

PART II

THE FOLLOWING ITEMS HAVE BEEN
OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:



|     |  |          |  |                                                                                                                 
|---- |  | -------- |  | ----------------------------------------------------------------------------------------------------------------
|(F)  |  | Item 5:  |  | Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|(G)  |  | Item 6:  |  | Selected Financial Data                                                                                         
|(H): |  | Item 7:  |  | Managements Discussion and Analysis of Financial Condition and Results of Operation                            
|(I)  |  | Item 7A: |  | Quantitative and Qualitative Disclosures About Market Risk                                                      
|(J)  |  | Item 8:  |  | Financial Statements and Supplementary Data                                                                     
|(K)  |  | Item 9:  |  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                            
|(L)  |  | Item 9A: |  | Controls and Procedures                                                                                         



|Item 9B. | Other Information.
|-------- | ------------------

None.

PART III

THE FOLLOWING ITEMS HAVE
BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:



|    |  |          |  |                                                                                               
|--- |  | -------- |  | ----------------------------------------------------------------------------------------------
|(M) |  | Item 10: |  | Directors, Executive Officers and Corporate Governance                                        
|(N) |  | Item 11: |  | Executive Compensation                                                                        
|(O) |  | Item 12: |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|(P) |  | Item 13: |  | Certain Relationships and Related Transactions, and Director Independence                     
|(Q) |  | Item 14: |  | Principal Accountant Fees and Services                                                        



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PART IV

Item 15. Exhibits and Financial Statement Schedules.



| | a) | Listed below are the documents filed as part of this report:
| | -- | ------------------------------------------------------------



| | 1) | Financial Statements. None. In accordance with General Instruction J to Form 10-K, the Financial Statements required by Item 8 of Form
10-K have been omitted.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2) | Financial Schedules. None. In accordance with General Instruction J to Form 10-K, any Financial Schedules required by Item 8 of Form
10-K have been omitted.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3) | Exhibits. See Item 15(b) below.
| | -- | -------------------------------



| | b) | The exhibits listed on the Exhibit Index are filed as part of, or incorporated by reference into, this report on Form 10-K.
| | -- | ---------------------------------------------------------------------------------------------------------------------------



| | c) | See Item 15(a) above.
| | -- | ---------------------

Item 16. Form 10K Summary

None.

SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH
GENERAL INSTRUCTION J TO FORM 10-K:

Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).

Not applicable.

Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial Information Regarding
Significant Enhancement Providers).

Not applicable.

Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).

Not applicable.



2



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Item 1117 of Regulation AB.Legal Proceedings.

In re: Payment Card Fee and Merchant Discount Antitrust Litigation

Beginning in June 2005, several retail merchants filed lawsuits in federal courts, claiming to represent a class of similarly situated
merchants, and alleging that MasterCard and VISA USA, together with their members, conspired to charge retailers excessive interchange in violation of federal antitrust laws. In October 2005, these suits were consolidated in In re: Payment Card Fee
and Merchant Discount Antitrust Litigation, and venued in the United States District Court for the Eastern District of New York. The plaintiffs seek unspecified treble damages, injunctive relief, attorneys fees and costs.

On April 24, 2006, plaintiffs filed a first consolidated and amended complaint, naming First National Bank of Omaha (the
Bank) and others as defendants. The plaintiffs realleged the claims in their original complaints and further claimed that defendants violated federal and California antitrust laws by combining to impose certain fees and to adopt rules
and practices of VISA USA and MasterCard that the plaintiffs contend constitute unlawful restraints of trade. In July 2007, the Bank entered into judgment and loss sharing agreements (the sharing agreements) with VISA USA and certain financial
institutions to apportion financial responsibilities arising from any potential adverse judgment or settlement. In 2010, the Bank entered into additional contracts among the defendants relating to the apportionment of financial responsibilities
which may arise from any potential adverse judgment or settlement. In June 2015, the Bank and other defendants signed amendments to the above-referenced agreements to clarify and further define the scope of coverage for potential adverse judgments
or settlements.

On October 19, 2012, the parties entered into a settlement agreement to resolve these claims. The terms of the
settlement agreement include: (a) a comprehensive release from class members for liability arising out of the claims asserted in the litigation; (b) certain settlement payments; (c) distribution to class merchants of a portion of
interchange across all credit rate categories for a period of eight consecutive months; and (d) certain modifications to the networks rules. The court granted preliminary approval of the settlement agreement on November 9, 2012 and
on December 13, 2013 the court granted final approval of the settlement agreement. The court entered the formal Class Settlement Order and Final Judgment on January 14, 2014 (the Order). A series of appeals were filed in
response to the Order and on June 30, 2016, the U.S. Court of Appeals for the Second Circuit reversed the Order and vacated the lower courts certification of the merchant class. On November 23, 2016 Class Plaintiffs filed a Petition
for Writ of Certiorari with the U.S. Supreme Court seeking a review of the Second Circuits decision. However, until the all appeals process is completed, are finally resolved, no assurance can be provided that the defendants will be able to
resolve the claims as contemplated by the settlement agreement.

Pursuant to accounting guidance on guarantees, the Bank, as part of the
contingent litigation accrual, has recorded on its books the fair value of its potential obligations under the additional contracts it entered into in 2010, as amended and referred to above. This liability is subject to significant estimation risk
and may materially change. Furthermore, management cannot predict with any degree of certainty how the final outcome of this litigation may impact the broader credit card industry, and in this regard, the Bank.



3



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Other Litigation Concerning the Credit Card Industry

Other antitrust lawsuits have been filed against VISA and MasterCard from time to time. The Bank has not been a party to any material suits;
however, the Bank is a member of the MasterCard and VISA USA associations and these suits have been covered in the sharing agreements referred to above. In each of these covered matters settled by VISA to date, settlement payments have been made
from the escrow created by VISAs stock offerings. The Bank has not had any direct liability with respect to such settlements.

U.S.
Bank National Association, in its capacity as Indenture Trustee, has provided the following information for the purposes of complying with the requirements of Regulation AB:

Since 2014 various plaintiffs or groups of plaintiffs, primarily investors, have filed claims against U.S. Bank National Association
(U.S. Bank) in its capacity as trustee or successor trustee (as the case may be) under certain residential mortgage backed securities (RMBS) trusts. The plaintiffs or plaintiff groups have filed substantially similar
complaints against other RMBS trustees, including Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and Wells Fargo. The complaints against U.S. Bank allege the trustee caused losses to investors as a result of alleged failure by the sponsors,
mortgage loan sellers and servicers for these RMBS trusts and assert causes of action based upon the trustees purported failure to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties
concerning loan quality. The complaints also assert that the trustee failed to notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and that the trustee purportedly
failed to abide by a heightened standard of care following alleged events of default.

Currently U.S. Bank is a defendant in multiple
actions alleging individual or class action claims against the trustee with respect to multiple trusts as described above with the most substantial case being: BlackRock Balanced Capital Portfolio et al v. U.S. Bank National Association,
No. 605204/2015 (N.Y. Sup. Ct.) (class action alleging claims with respect to approximately 794 trusts) and its companion case BlackRock Core Bond Portfolio et al v. U.S. Bank National Association, No. 14-cv-9401 (S.D.N.Y.). Some of the
trusts implicated in the aforementioned Blackrock cases, as well as other trusts, are involved in actions brought by separate groups of plaintiffs related to no more than 100 trusts per case.

U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS
trusts. However, U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors and that it has meritorious defenses, and it intends to
contest the plaintiffsclaims vigorously.



4



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Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.

Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction
to Item 1119. This information has been provided previously in Registration Statement Nos. 333- 209738 and 333- 209738-01, filed by First National Master Note Trust (the Trust) and
First National Funding LLC on February 26, 2016, as amended by pre-effective amendments filed on June 17, 2016, July 21, 2016 and August 12, 2016, and declared effective on August 24, 2016.

Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.

Each of FNBO and U.S. Bank National Association (the Trustee) (each, a Servicing Participant), has been identified by
the registrant as a party participating in the servicing function during the reporting period with respect to more than 5% of the pool assets held by the Trust. Each of the Servicing Participants has completed a report on an assessment of compliance
with the servicing criteria applicable to such Servicing Participant (each, a Report on Assessment) during the Trusts fiscal year ending December 31, 2016, which Reports on Assessment are attached as exhibits to this Form
10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an Attestation Report) by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report
is attached as an exhibit to this Form 10-K. Neither the Reports on Assessment nor the Attestation Reports have identified any material instances of noncompliance with the servicing criteria applicable to the
Servicing Participants.

Item 1123 of Regulation AB. Servicer Compliance Statement.

FNBO has been identified by the registrant as a servicer during the reporting period with respect to the pool assets held by the Trust. FNBO
has provided a Servicer Compliance Statement, signed by an authorized officer, and such Servicer Compliance Statement is attached as an exhibit to this Form 10-K.



5



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SIGNATURES

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



|                      |  |  |  |                                  |  |     |  |                                                
|--------------------- |  |  |  | -------------------------------- |  | --- |  | -----------------------------------------------
|Dated: March 30, 2017 |  |  |  | FIRST NATIONAL MASTER NOTE TRUST
|                      |  |  |  |                                 
|                      |  |  |  |                                  |  | By: |  | First National Bank of Omaha,                  
|                      |  |  |  |                                  |  |     |  | As Servicer of First National Master Note Trust
|                      |  |  |  |                                 
|                      |  |  |  |                                  |  | By: |  | /s/ Timothy D. Hart                            
|                      |  |  |  |                                  |  |     |  | Timothy D. Hart, Senior Vice President         



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SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE
ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

No annual report, proxy statement, form of
proxy or other proxy soliciting material has been sent to Noteholders during the period covered by this Annual Report on Form 10-K and the registrant does not intend to furnish such materials to Noteholders subsequent to the filing of this report.



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EXHIBIT INDEX



|Exhibit 3.1 | Articles of Organization of First National Funding LLC*
|----------- | -------------------------------------------------------



|Exhibit 3.2 | Operating Agreement of First National Funding LLC, dated as of October 24, 2002*
|----------- | --------------------------------------------------------------------------------



|Exhibit 4.1 | Second Amended and Restated Master Indenture, dated as of September 23, 2016, between First National Master Note Trust and U.S. Bank National Association ****
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



|Exhibit 4.2 | Omnibus Instrument of Appointment and Acceptance of U.S. Bank National Association As Successor Indenture Trustee, dated as of June 18, 2013, among U.S. Bank National Association, The Bank of New York Mellon Trust
Company, N.A. and First National Master Note Trust and acknowledged and accepted by First National Funding LLC and First National Bank of Omaha**
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Exhibit 4.3 | Series 2013-2 Indenture Supplement dated as of October 24, 2013 between First National Master Note Trust and U.S. Bank National Association, as indenture trustee***
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Exhibit 4.4 | Series 2015-1 Indenture Supplement dated as of September 17, 2015 between First National Master Note Trust and U.S. Bank National Association, as indenture trustee*****
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Exhibit 4.5 | Form of Indenture Supplement, including form of Notes****
|----------- | ---------------------------------------------------------



|Exhibit 4.6 | Second Amended and Restated Transfer and Servicing Agreement, dated as of September 23, 2016, among First National Funding LLC, First National Bank of Omaha and First National Master Note Trust ****
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Exhibit 4.7 | Second Amended and Restated Trust Agreement of First National Master Note Trust, dated as of September 23, 2016, between First National Funding LLC and Wilmington Trust Company ****
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Exhibit 4.8 | Second Amended and Restated Administration Agreement, dated as of September 23, 2016, between First National Master Note Trust and First National Bank of Omaha ****
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Exhibit 4.9 | Second Amended and Restated Receivables Purchase Agreement, dated as of September 23, 2016, between First National Bank of Omaha and First National Funding LLC ****
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



|* | Incorporated by reference from registrants Form S-3 filed on January 29, 2007, file no. 333-140273
|- | ---------------------------------------------------------------------------------------------------

|** | Incorporated by reference from registrants Form S-3 filed on July 24, 2013, file no. 333-190096
|-- | ------------------------------------------------------------------------------------------------

|*** | Incorporated by reference from registrants Form 8-K filed on October 24, 2013, file no. 333-190096
|--- | ---------------------------------------------------------------------------------------------------

|**** | Incorporated by reference from registrants Form 8-K filed on September 28, 2016, file no. 333-209738
|---- | -----------------------------------------------------------------------------------------------------

|***** | Incorporated by reference from registrants Form 8-K filed on September 18, 2015, file no. 333-190096
|----- | -----------------------------------------------------------------------------------------------------



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|Exhibit 4.9 | Asset Representations Review Agreement among First National Bank of Omaha, First National Funding LLC, First National Master Note Trust and FTI Consulting, Inc.****
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Exhibit 23.1 | Consent of Independent Registered Public Accounting Firm.
|------------ | ---------------------------------------------------------



|Exhibit 31.1 | Certification pursuant to Rule 13a-14(a)/ 15d14(a) of the Securities Exchange Act of 1934 (Section 302 Certification).
|------------ | -----------------------------------------------------------------------------------------------------------------------



|Exhibit 33.1 | Report on Assessment of Compliance with Servicing Criteria (pursuant to Item 1122 of Regulation AB) concerning servicing activities of FNBO for the year ended December 31, 2016.
|------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Exhibit 33.2 | Report on Assessment of Compliance with Servicing Criteria (pursuant to Item 1122 of Regulation AB) concerning servicing activities of the Trustee for the year ended December 31, 2016.
|------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Exhibit 34.1 | Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of FNBO for the year ended December 31, 2016.
|------------ | ----------------------------------------------------------------------------------------------------------------------------------------------



|Exhibit 34.2 | Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of the Trustee for the year ended December 31, 2016.
|------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------



|Exhibit 35.1 | Servicer Compliance Statement (pursuant to Item 1123 of Regulation AB) of FNBO for the year ended December 31, 2016.
|------------ | --------------------------------------------------------------------------------------------------------------------