UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, DC 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, 2010





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 000-24776





CITIBANK OMNI-S MASTER TRUST


(Exact name of registrant as specified in its charter)





New York

Not Applicable(State or Other Jurisdiction

of Incorporation or Organization)

(I.R.S. Employer

Identification No.)




c/o Citi Omni-S Finance LLC

701 East 60th Street, North

P.O. Box 6034, MC 1251, Room A

Sioux Falls, South Dakota

57117(Address of Principal Executive Offices)

(Zip Code)








Registrant's telephone number, including area code: (605) 331-2671





Securities registered pursuant to Section 12(b) of the Act:  None.





Securities registered pursuant to Section 12(g) of the Act:








Floating Rate Class A Series 2002-3 Master Trust Certificates


(Title of 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  ý





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  ý





















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  ý*No   ̈





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes  ý     No   ̈





[Rule 405 of Regulation S-T is not applicable.]





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.  ý





[Item 405 of Regulation S-K is not applicable.]





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.





Large accelerated filer   ̈


Accelerated filer   ̈


Non-accelerated filer  ý  (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 Act).Yes   ̈     No  ý





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.  Not Applicable.











* On August 24, 1995, Sears Receivables Financing Group, Inc. (subsequently known as SRFG, Inc. (predecessor to Citi Omni-S Finance LLC)), as originator of Sears Credit Account Master Trust II (currently known as Citibank Omni-S Master Trust), was issued a no-action letter ("No-Action Letter") by the Securities and Exchange Commission with respect to certain of the registrant's reporting requirements pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  This Form 10-K has been prepared in accordance with the terms of the No-Action Letter.















2


PART I





Item 1.    Business.





Citibank Omni-S Master Trust (formerly known as Sears Credit Account Master Trust II) (the "Trust") was formed pursuant to a Pooling and Servicing Agreement, dated as of July 31, 1994 (as amended and supplemented, the "Pooling and Servicing Agreement"), by and among Citibank (South Dakota), National Association ("CBSD," as successor to Sears, Roebuck and Co. ("Sears")), as Servicer, Citi Omni-S Finance LLC ("Citi Omni-S," as successor to SRFG, Inc. ("SRFG")), as Seller (the "Seller"), and The Bank of New York Mellon (formerly known as The Bank of New York (as successor to Bank One, National Association (formerly known as The First National Bank of Chicago))), as trustee (the "Trustee").





Pursuant to Section 12.04 of the Pooling and Servicing Agreement, the Seller elected to effect a Defeasance (as defined in the Pooling and Servicing Agreement) with respect to Series 2002-3 by entering into the Defeasance Trust Agreement Series 2002-3 (as amended, the "Defeasance Trust Agreement"), by and among the Seller, the Servicer, the Trustee and The Bank of New York Mellon (formerly known as The Bank of New York (as successor to Bank One, National Association (formerly known as The First National Bank of Chicago))), as securities intermediary (in such capacity, the "Securities Intermediary") and as paying agent (in such capacity, the "Paying Agent"), and dated as of December 6, 2005 and establishing certain principal funding accounts and interest funding accounts and crediting certain property and amounts to such accounts.





Item 1A. Risk Factors.





Not Applicable.





Item 1B. Unresolved Staff Comments.





Not Applicable.





Item 2.    Properties.





Prior to the Defeasance described above, the property of the Trust included a portfolio of receivables (the "Receivables") arising in selected accounts under selected credit plans (the "Accounts") of Citibank USA, National Association ("Citibank") and all monies received in payment of the Receivables.  Following the Defeasance described above (i) all of the receivables held by the Trustee for the Citibank Omni-S Master Trust were removed from the Citibank Omni-S Master Trust and (ii) all other assets held by the Trustee pursuant to the Pooling and Servicing Agreement (other than assets held by the Trustee in connection with any Defeasance described above) were returned to the Seller.  The property of the Trust includes the Defeasance Collateral described in the Defeasance Trust Agreement (the "Defeasance Collateral").  Information related to the payments to Investor Certificateholders that occurred in 2010 is set forth in the Annual Statement filed as Exhibit 20.1 to this Annual Report on Form 10-K.  Capitalized terms not defined herein have the meaning assigned to them in the Pooling and Servicing Agreement and the Defeasance Trust Agreement, as applicable.















3





Item 3.    Legal Proceedings.





The registrant knows of no material pending legal proceedings involving the Trust, Citi Omni-S, CBSD (in its capacity as servicer), or the Trustee (in its capacity as such), other than routine litigation incidental to the business of the Trust, Citi Omni-S, CBSD (in its capacity as servicer), the Trustee (in its capacity as such), the Securities Intermediary (in its capacity as such) or the Paying Agent (in its capacity as such).





Item 4.    (Removed and Reserved).








PART II







Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.







To the best knowledge of the registrant, there is no established public trading market for the investor certificates.





The Trust's Series 2002-3 Class A investor certificates were delivered and are held 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 Trust's Series 2002-3 Class A investor certificates are represented by one or more certificates registered in the name of Cede & Co. ("Cede"), the nominee of DTC.





Item 6.    Selected Financial Data.





Omitted pursuant to the No-Action Letter.





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





Omitted pursuant to the No-Action Letter.





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





Omitted pursuant to the No-Action Letter.





Item 8.    Financial Statements and Supplementary Data.





Omitted pursuant to the No-Action Letter.





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





None.













4


Item 9A. Controls and Procedures.





Not applicable.





Item 9B. Other Information.





None.





PART III





Item 10. Directors, Executive Officers and Corporate Governance.





Omitted pursuant to the No-Action Letter.





Item 11. Executive Compensation.





Omitted pursuant to the No-Action Letter.





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





The Series 2002-3 Class A investor certificates are represented by one or more certificates registered in the name of Cede, the nominee of DTC, and an investor holding an interest in such class of investor certificates is not entitled to receive a certificate representing such interest except in limited circumstances set forth in the Pooling and Servicing Agreement.  Accordingly, Cede is the sole holder of record of such investor certificates, which it holds on behalf of brokers, dealers, banks, and other direct participants in the DTC system.  Such direct participants may hold the investor certificates for their own accounts or for the accounts of their customers.  The name and address of Cede is Cede & Co., c/o The Depository Trust Company, 55 Water Street, New York, NY 10041.





Citi Omni-S owns 100% of the Seller Certificate, which represents beneficial ownership of a residual interest in the assets of the Trust.





Item 13. Certain Relationships and Related Transactions, and Director Independence.





There have not been, and there is not currently proposed, to the best knowledge of the registrant, any transaction or series of transactions, to which the Trust, Citi Omni-S, as seller, CBSD, as servicer, the Trustee, the Securities Intermediary or the Paying Agent, on behalf of the Trust, is a party with any certificateholder who owns of record or beneficially more than five percent of the investor certificates.





The Trust does not have any directors.





Item 14. Principal Accounting Fees and Services.





Not applicable.














5


PART IV





Item 15. Exhibits, Financial Statement Schedules.





(a)(1)      Omitted pursuant to the No-Action Letter.


(a)(2)      Omitted pursuant to the No-Action Letter.


(a)(3)      Omitted pursuant to the No-Action Letter.





(b)           Exhibits:





20.1
2010 Series 2002-3 Annual Statement prepared by the Servicer.





31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the Securities and Exchange Commission.





99.1
Annual Independent Accountants' Report pursuant to Sections 7(c)(i) and 7(c)(ii) of the Defeasance Trust Agreement.





99.2
Annual Statement of Compliance from the Servicer from January 1, 2010 through December 31, 2010 pursuant to the Defeasance Trust Agreement.





(c)
Omitted pursuant to the No-Action Letter.













6


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.





Citibank Omni-S Master Trust(Registrant)By:     Citi Omni-S Finance LLC,as SellerBy:     /s/ Douglas C. MorrisonName:       Douglas C. MorrisonTitle:         President(senior officer in charge of securitization)Dated: March 28, 2011



















7


EXHIBIT INDEX





Exhibit No.





20.1
2010 Series 2002-3 Annual Statement prepared by the Servicer.





31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the Securities and Exchange Commission.





99.1
Annual Independent Accountants' Report pursuant to Sections 7(c)(i) and 7(c)(ii) of the Defeasance Trust Agreement.





99.2
Annual Statement of Compliance from the Servicer from January 1, 2010 through December 31, 2010 pursuant to the Defeasance Trust Agreement.