CITIBANK OMNI-S MASTER TRUST
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 (as successor trustee 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 1996-5, Series 2000-4, Series 2001-1, Series 2001-3, Series 2002-2, Series 2002-3 and Series 2002-5 by entering into the Defeasance Trust Agreement Series 1996-5, the Defeasance Trust Agreement Series 2000-4, the Defeasance Trust Agreement Series 2001-1, the Defeasance Trust Agreement Series 2001-3, the Defeasance Trust Agreement Series 2002-2, the Defeasance Trust Agreement Series 2002-3 and the Defeasance Trust Agreement Series 2002-5 (collectively, the "Defeasance Trust Agreements"), each by and among the Seller, the Servicer, the Trustee and The Bank of New York as securities intermediary (in such capacity, the “Securities Intermediary”) and as paying agent (in such capacity, the “Paying Agent”) and each 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.
Risk Factors.     Not Applicable.
Unresolved Staff Comments.     Not Applicable.
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.  Information related to the performance of the Accounts in respect of the Due Periods related to the Distribution Dates occurring in the months of January through November of 2005 is set forth in the Annual Statements filed as Exhibits 20.1 (a) to (k) to this Annual Report on Form 10-K.  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.  As of December 6, 2005, the property of the Trust applicable to each Series of Investor Certificateholders includes the Defeasance Collateral, as applicable, described in each of  the Defeasance Trust Agreements (collectively,         the “Defeasance Collateral”).  Information related to the payments to Investor Certificateholders in respect of the Due Periods relating to the twelve Distribution Dates which occurred in 2005 is set forth in the Annual Statements filed as Exhibits 20.1(a) to (k) 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 Agreements, as applicable.
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).
Submission of Matters to a Vote of Security Holders.     None.   PART II
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.   Each publicly-offered class of the Trust’s investor certificates is delivered and 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.  Each publicly-offered class of the Trust’s investor certificates is represented by one or more certificates registered in the name of Cede & Co. ("Cede"), the nominee of DTC.
Selected Financial Data.     Omitted pursuant to the No-Action Letter.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.     Omitted pursuant to the No-Action Letter.
Quantitative and Qualitative Disclosures About Market Risk.     Omitted pursuant to the No-Action Letter.
Financial Statements and Supplementary Data.     Omitted pursuant to the No-Action Letter.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.     None.
Controls and Procedures.     Not applicable.
Other Information.     None.   PART III
Directors and Executive Officers of the Registrant.     Omitted pursuant to the No-Action Letter.
Executive Compensation.     Omitted pursuant to the No-Action Letter.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.     Each publicly-offered class of investor certificates is 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.
Certain Relationships and Related Transactions.     There have not been, and there are 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.
Principal Accountant Fees and Services.                     Not applicable.            PART IV
Exhibits and Financial Statement Schedules.        (a)   Exhibits:            20.1   2005 Annual Statements prepared by the Servicer.            (a)   Series 1999-1             (b)   Series 1999-3             (c)   Series 2000-2             (d)   Series 2000-4             (e)   Series 2001-1             (f)   Series 2001-3             (g)   Series 2002-1             (h)   Series 2002-2             (i)   Series 2002-3             (j)   Series 2002-4             (k)   Series 2002-5                  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 relating to compliance with certain sections of the Pooling and Servicing Agreement pursuant to Section 3.06 of the Pooling and Servicing Agreement.            99.2   Annual Independent Accountants’ Report pursuant to Section 7(c)(i) of each Defeasance Trust Agreement.            99.3   Annual Statement of Compliance from the Servicer from January 1, 2005 to December 5, 2005 pursuant to the Pooling and Servicing Agreement.            99.4   Annual Statement of Compliance from the Servicer from December 6, 2005 through December 31, 2005 pursuant to each Defeasance Trust Agreement.        (b)   Omitted pursuant to the No-Action Letter.               (c)   Omitted pursuant to the No-Action Letter.                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 Seller                  By:  /s/ Douglas C. Morrison             Name:  Douglas C. Morrison     Title:  President     Dated: March 29, 2006              EXHIBIT INDEX                         Exhibit No.      20.1   2005 Annual Statements prepared by the Servicer.        (a)   Series 1999-1     (b)   Series 1999-3     (c)   Series 2000-2     (d)   Series 2000-4     (e)   Series 2001-1     (f)   Series 2001-3     (g)   Series 2002-1     (h)   Series 2002-2     (i)   Series 2002-3     (j)   Series 2002-4     (k)   Series 2002-5        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 relating to compliance with certain sections of the Pooling and Servicing Agreement pursuant to Section 3.06 of the Pooling and Servicing Agreement.               99.2   Annual Independent Accountants’ Report pursuant to Section 7(c)(i) of each Defeasance Trust Agreement.               99.3   Annual Statement of Compliance from the Servicer from January 1, 2005 through December 5, 2005 pursuant to the Pooling and Servicing Agreement.               99.4   Annual Statement of Compliance from the Servicer from December 6, 2005 through December 31, 2005 pursuant to each Defeasance Trust Agreement.                              EX-20.1(A) 2 exhibit20-1a.htm 2005 ANNUAL STATEMENT SERIES 1999-1         EXHIBIT 20.1(a)   CITIBANK OMNI-S MASTER TRUST (formerly known as Sears Credit Account Master Trust II) SERIES 1999-1   2005 ANNUAL STATEMENT   Pursuant to the terms of the letter issued by the Securities and Exchange Commission dated August 24, 1995 (granting relief to the Trust from certain reporting requirements of the Securities Exchange Act of 1934, as amended), aggregated information regarding the performance of Accounts and payments to Investor Certificateholders in respect of the Due Periods related to the six Distribution Dates which occurred in 2005 is set forth below.        1)   The total amount of the distribution to Investor Certificateholders during 2005, per $1,000 interest.             Class A   $126.18         Class B   $1,000.00         Class C   $260.54          2)   The amount of the distribution set forth in paragraph 1 above in respect of interest on the Investor Certificates, per $1,000 interest.             Class A   $1.18         Class B   $0.00         Class C   $0.00          3)   The amount of the distribution set forth in paragraph 1 above in respect of principal on the Investor Certificates, per $1,000 interest.             Class A   $125.00         Class B   $1,000.00         Class C   $260.54          4)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods.   $8,148,255,647.66          5)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods.     $1,733,212,223.39          6)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $5,973,534,356.84                       7)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $1,271,022,918.20          8)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $83,364,299.52          9)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $2,174,721,290.82          10)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.     $462,189,305.19          11)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $0.00          12)   The excess of the Investor Charge-Off Amount over the sum of (i) payments in respect of the Available Subordinated Amount and (ii) Excess Servicing, if any (an "Investor Loss"), per $1,000 interest.   $0.00          13)   The aggregate amount of Investor Losses in the Trust during 2005, per $1,000 interest.   $0.00          14)   The total reimbursed to the Trust from the sum of the Available subordinated Amount and Excess Servicing, if any, in respect of Investor Losses, per $1,000 interest.   $0.00          15)   The amount of the Investor Monthly Servicing Fee payable by the Trust to the Servicer.   $130,097,314.26          16)   The Class A and Class B Controlled Amortization Amount Shortfall, as of the end of the reportable year.   $0.00                        EX-20.1(B) 3 exhibit20-1b.htm 2005 ANNUAL STATEMENT SERIES 1999-3         EXHIBIT 20.1(b)   CITIBANK OMNI-S MASTER TRUST (formerly known as Sears Credit Account Master Trust II) SERIES 1999-3   2005 ANNUAL STATEMENT   Pursuant to the terms of the letter issued by the Securities and Exchange Commission dated August 24, 1995 (granting relief to the Trust from certain reporting requirements of the Securities Exchange Act of 1934, as amended), aggregated information regarding the performance of Accounts and payments to Investor Certificateholders in respect of the Due Periods related to the eleven Distribution Dates which occurred in 2005 is set forth below.        1)   The total amount of the distribution to Investor Certificateholders during 2005, per $1,000 interest.             Class A   $473.11         Class B   $0.00         Class C   $194.59          2)   The amount of the distribution set forth in paragraph 1 above in respect of interest on the Investor Certificates, per $1,000 interest.             Class A   $14.78         Class B   $0.00         Class C   $0.00          3)   The amount of the distribution set forth in paragraph 1 above in respect of principal on the Investor Certificates, per $1,000 interest.             Class A   $458.33         Class B   $0.00         Class C   $194.59          4)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods.   $8,148,255,647.66          5)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods.   $1,733,212,223.39          6)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $5,973,534,356.84                         7)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $1,271,022,918.20          8)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Investor Certificates.    $83,364,299.52          9)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $2,174,721,290.82          10)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $462,189,305.19          11)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $0.00          12)   The excess of the Investor Charge-Off Amount over the sum of (i) payments in respect of the Available Subordinated Amount and (ii) Excess Servicing, if any (an "Investor Loss"), per $1,000 interest.   $0.00          13)   The aggregate amount of Investor Losses in the Trust during 2005, per $1,000 interest.   $0.00          14)   The total reimbursed to the Trust from the sum of the Available subordinated Amount and Excess Servicing, if any, in respect of Investor Losses, per $1,000 interest.   $0.00         15)   The amount of the Investor Monthly Servicing Fee payable by the Trust to the Servicer.   $130,097,314.26                  16)   The Class A and Class B Controlled Amortization Amount Shortfall, as of the end of the reportable year.   $0.00                          EX-20.1(C) 4 exhibit20-1c.htm 2005 ANNUAL STATEMENT SERIES 2000-2         EXHIBIT 20.1(c)     CITIBANK OMNI-S MASTER TRUST (formerly known as Sears Credit Account Master Trust II) SERIES 2000-2   2005 ANNUAL STATEMENT   Pursuant to the terms of the letter issued by the Securities and Exchange Commission dated August 24, 1995 (granting relief to the Trust from certain reporting requirements of the Securities Exchange Act of 1934, as amended), aggregated information regarding the performance of Accounts and payments to Investor Certificateholders in respect of the Due Periods related to the eleven Distribution Dates which occurred in 2005 is set forth below.        1)   The total amount of the distribution to Investor Certificateholders during 2005, per $1,000 interest.             Class A   $1,050.63         Class B   $1,058.33         Class C   $500.00          2)   The amount of the distribution set forth in paragraph 1 above in respect of interest on the Investor Certificates, per $1,000 interest.             Class A   $50.63         Class B   $58.33         Class C   $0.00          3)   The amount of the distribution set forth in paragraph 1 above in respect of principal on the Investor Certificates, per $1,000 interest.             Class A   $1,000.00         Class B   $1,000.00         Class C   $500.00          4)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods.   $8,148,255,647.66          5)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods.   $1,733,212,223.39          6)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $5,973,534,356.84                     7)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $1,271,022,918.20          8)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $83,364,299.52          9)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $2,174,721,290.82          10)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $462,189,305.19          11)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $0.00          12)   The excess of the Investor Charge-Off Amount over the sum of (i) payments in respect of the Available Subordinated Amount and (ii) Excess Servicing, if any (an "Investor Loss"), per $1,000 interest.   $0.00          13)   The aggregate amount of Investor Losses in the Trust during 2005, per $1,000 interest.   $0.00          14)   The total reimbursed to the Trust from the sum of the Available subordinated Amount and Excess Servicing, if any, in respect of Investor Losses, per $1,000 interest.   $0.00          15)   The amount of the Investor Monthly Servicing Fee payable by the Trust to the Servicer.   $130,097,314.26          16)   The Class A and Class B Controlled Amortization Amount Shortfall, as of the end of the reportable year.   $0.00                        EX-20.1(D) 5 exhibit20-1d.htm 2005 ANNUAL STATEMENT SERIES 2000-4         EXHIBIT 20.1(d)   CITIBANK OMNI-S MASTER TRUST (formerly known as Sears Credit Account Master Trust II) SERIES 2000-4   2005 ANNUAL STATEMENT Pursuant to the terms of the letter issued by the Securities and Exchange Commission dated August 24, 1995 (granting relief to the Trust from certain reporting requirements of the Securities Exchange Act of 1934, as amended), aggregated information regarding the performance of Accounts in respect of the Due Periods related to the eleven Distribution Dates in 2005 which occurred prior to the Defeasance and payments to Investor Certificateholders in respect of the Due Periods related to the twelve Distribution Dates which occurred in 2005 is set forth below.        1)   The total amount of the distribution to Investor Certificateholders during 2005, per $1,000 interest. *         Class A   $34.94         Class B   $33.91         Class C   $0.00          2)   The amount of the distribution set forth in paragraph 1 above in respect of interest on the Investor Certificates, per $1,000 interest.  *         Class A   $34.94         Class B   $33.91         Class C   $0.00          3)   The amount of the distribution set forth in paragraph 1 above in respect of principal on the Investor Certificates, per $1,000 interest.  *         Class A   $0.00         Class B   $0.00         Class C   $0.00          4)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods.   $8,148,255,647.66          5)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods.   $1,733,212,223.39          6)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $5,973,534,356.84          *  The information in this item was prepared for and is applicable only to investor certificates that were not cancelled by the Trustee pursuant to  Section 6.16 of the Pooling and Servicing Agreement during the calendar year 2005.                7)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $1,271,022,918.20          8)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $83,364,299.52          9)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $2,174,721,290.82          10)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $462,189,305.19          11)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $0.00          12)   The excess of the Investor Charge-Off Amount over the sum of (i) payments in respect of the Available Subordinated Amount and (ii) Excess Servicing, if any (an "Investor Loss"), per $1,000 interest.   $0.00          13)   The aggregate amount of Investor Losses in the Trust during 2005, per $1,000 interest.   $0.00          14)   The total reimbursed to the Trust from the sum of the Available subordinated Amount and Excess Servicing, if any, in respect of Investor Losses, per $1,000 interest.   $0.00          15)   The amount of the Investor Monthly Servicing Fee payable by the Trust to the Servicer.   $130,097,314.26          16)   The Class A and Class B Controlled Amortization Amount Shortfall, as of the end of the reportable year.   $0.00                        EX-20.1(E) 6 exhibit20-1e.htm 2005 ANNUAL STATEMENT 2001-1         EXHIBIT 20.1(e)   CITIBANK OMNI-S MASTER TRUST (formerly known as Sears Credit Account Master Trust II) SERIES 2001-1   2005 ANNUAL STATEMENT   Pursuant to the terms of the letter issued by the Securities and Exchange Commission dated August 24, 1995 (granting relief to the Trust from certain reporting requirements of the Securities Exchange Act of 1934, as amended),  aggregated information regarding the performance of Accounts in respect of the Due Periods related to the eleven Distribution Dates in 2005 which occurred prior to the Defeasance and payments to Investor Certificateholders in respect of the Due Periods related to the twelve Distribution Dates which occurred in 2005 is set forth below.        1)   The total amount of the distribution to Investor Certificateholders during 2005, per $1,000 interest. *             Class A   $34.23         Class B   $32.93         Class C   $0.00          2)   The amount of the distribution set forth in paragraph 1 above in respect of interest on the Investor Certificates, per $1,000 interest.  *             Class A   $34.23         Class B   $32.93         Class C   $0.00          3)   The amount of the distribution set forth in paragraph 1 above in respect of principal on the Investor Certificates, per $1,000 interest.  *             Class A   $0.00         Class B   $0.00         Class C   $0.00          4)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods.   $8,148,255,647.66          5)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods.   $1,733,212,223.39          6)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $5,973,534,356.84        *   The information in this item was prepared for and is applicable only to investor certificates that were not cancelled by the Trustee pursuant to Section 6.16 of the Pooling and Servicing Agreement during the calendar year 2005.                   7)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $1,271,022,918.20          8)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $83,364,299.52          9)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $2,174,721,290.82          10)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $462,189,305.19          11)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $0.00          12)   The excess of the Investor Charge-Off Amount over the sum of (i) payments in respect of the Available Subordinated Amount and (ii) Excess Servicing, if any (an "Investor Loss"), per $1,000 interest.   $0.00          13)   The aggregate amount of Investor Losses in the Trust during 2005, per $1,000 interest.   $0.00          14)   The total reimbursed to the Trust from the sum of the Available subordinated Amount and Excess Servicing, if any, in respect of Investor Losses, per $1,000 interest.   $0.00          15)   The amount of the Investor Monthly Servicing Fee payable by the Trust to the Servicer.   $130,097,314.26          16)   The Class A and Class B Controlled Amortization Amount Shortfall, as of the end of the reportable year.   $0.00                        EX-20.1(F) 7 exhibit20-1f.htm 2005 ANNUAL STATEMENT 2001-3         EXHIBIT 20.1(f)   CITIBANK OMNI-S MASTER TRUST (formerly known as Sears Credit Account Master Trust II) SERIES 2001-3   2005 ANNUAL STATEMENT   Pursuant to the terms of the letter issued by the Securities and Exchange Commission dated August 24, 1995 (granting relief to the Trust from certain reporting requirements of the Securities Exchange Act of 1934, as amended), aggregated information regarding the performance of Accounts in respect of the Due Periods related to the eleven Distribution Dates in 2005 which occured prior to the Defeasance and payments to Investor Certificateholders in respect of the Due Periods related to the twelve Distribution Dates which occurred in 2005 is set forth below.      1)   The total amount of the distribution to Investor Certificateholders  during 2005, per $1,000 interest. *         Class A   $34.94         Class B   $37.88         Class C   $0.00        2)   The amount of the distribution set forth in paragraph 1 above in  respect of interest on the Investor Certificates, per $1,000 interest.  *         Class A   $34.94         Class B   $37.88         Class C   $0.00        3)   The amount of the distribution set forth in paragraph 1 above in  respect of principal on the Investor Certificates, per $1,000 interest.  *         Class A   $0.00         Class B   $0.00         Class C   $0.00        4)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods.   $8,148,255,647.66        5)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods.   $1,733,212,223.39        6)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $5,973,534,356.84        *   The information in this item was prepared for and is applicable only to investor certificates that were not cancelled by the Trustee pursuant to Section 6.16 of the Pooling and Servicing Agreement during the calendar year 2005.                     7)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $1,271,022,918.20        8)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $83,364,299.52        9)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $2,174,721,290.82        10)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $462,189,305.19        11)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $0.00        12)   The excess of the Investor Charge-Off Amount over the sum of (i) payments in respect of the Available Subordinated Amount and (ii) Excess Servicing, if any (an "Investor Loss"), per $1,000 interest.   $0.00        13)   The aggregate amount of Investor Losses in the Trust during 2005, per $1,000 interest.   $0.00        14)   The total reimbursed to the Trust from the sum of the Available subordinated Amount and Excess Servicing, if any, in respect of Investor Losses, per $1,000 interest.   $0.00        15)   The amount of the Investor Monthly Servicing Fee payable by the Trust to the Servicer.   $130,097,314.26        16)   The Class A and Class B Controlled Amortization Amount Shortfall, as of the end of the reportable year.   $0.00                          EX-20.1(G) 8 exhibit20-1g.htm 2005 ANNUAL STATEMENT SERIES 2002-1         EXHIBIT 20.1(g)   CITIBANK OMNI-S MASTER TRUST (formerly known as Sears Credit Account Master Trust II) SERIES 2002-1   2005 ANNUAL STATEMENT   Pursuant to the terms of the letter issued by the Securities and Exchange Commission dated August 24, 1995 (granting relief to the Trust from certain reporting requirements of the Securities Exchange Act of 1934, as amended), aggregated information regarding the performance of Accounts and payments to Investor Certificateholders in respect of the Due Periods related to the five Distribution Dates which occurred in 2005 is set forth below.        1)   The total amount of the distribution to Investor Certificateholders during 2005, per $1,000 interest.             Class A   $1,004.37         Class B   $1,007.14         Class C   $1,000.00          2)   The amount of the distribution set forth in paragraph 1 above in respect of interest on the Investor Certificates, per $1,000 interest.             Class A   $4.37         Class B   $7.14         Class C   $0.00        3)   The amount of the distribution set forth in paragraph 1 above in respect of principal on the Investor Certificates, per $1,000 interest.             Class A   $1,000.00         Class B   $1,000.00         Class C   $1,000.00          4)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods.   $8,148,255,647.66          5)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods.   $1,733,212,223.39          6)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $5,973,534,356.84                     7)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $1,271,022,918.20          8)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $83,364,299.52          9)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $2,174,721,290.82          10)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $462,189,305.19          11)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $0.00          12)   The excess of the Investor Charge-Off Amount over the sum of (i) payments in respect of the Available Subordinated Amount and (ii) Excess Servicing, if any (an "Investor Loss"), per $1,000 interest.   $0.00          13)   The aggregate amount of Investor Losses in the Trust during 2005, per $1,000 interest.   $0.00          14)   The total reimbursed to the Trust from the sum of the Available subordinated Amount and Excess Servicing, if any, in respect of Investor Losses, per $1,000 interest.   $0.00          15)   The amount of the Investor Monthly Servicing Fee payable by the Trust to the Servicer.   $130,097,314.26          16)   The Class A and Class B Controlled Amortization Amount Shortfall, as of the end of the reportable year.   $0.00                          EX-20.1(H) 9 exhibit20-1h.htm 2005 ANNUAL STATEMENT SERIES 2002-2         EXHIBIT 20.1(h)   CITIBANK OMNI-S MASTER TRUST (formerly known as Sears Credit Account Master Trust II) SERIES 2002-2   2005 ANNUAL STATEMENT   Pursuant to the terms of the letter issued by the Securities and Exchange Commission dated August 24, 1995 (granting relief to the Trust from certain reporting requirements of the Securities Exchange Act of 1934, as amended), aggregated information regarding the performance of Accounts in respect of the Due Periods related to the eleven Distribution Dates in 2005 which occurred prior to the Defeasance and payments to Investor Certificateholders in respect of the Due Periods related to the twelve Distribution Dates which occurred in 2005 is set forth below.        1)   The total amount of the distribution to Investor Certificateholders during 2005, per $1,000 interest. *               Class A   $34.64         Class B   $33.72         Class C   $0.00          2)   The amount of the distribution set forth in paragraph 1 above in respect of interest on the Investor Certificates, per $1,000 interest.  *             Class A   $34.64         Class B   $33.72         Class C   $0.00          3)   The amount of the distribution set forth in paragraph 1 above in respect of principal on the Investor Certificates, per $1,000 interest.  *             Class A   $0.00         Class B   $0.00         Class C   $0.00          4)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods.   $8,148,255,647.66          5)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods.   $1,733,212,223.39          6)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $5,973,534,356.84          *   The information in this item was prepared for and is applicable only to investor certificates that were not cancelled by the Trustee pursuant to Section 6.16 of the Pooling and Servicing Agreement during the calendar year 2005.                     7)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $1,271,022,918.20          8)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $83,364,299.52        9)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $2,174,721,290.82          10)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $462,189,305.19          11)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $0.00          12)   The excess of the Investor Charge-Off Amount over the sum of (i) payments in respect of the Available Subordinated Amount and (ii) Excess Servicing, if any (an "Investor Loss"), per $1,000 interest.   $0.00          13)   The aggregate amount of Investor Losses in the Trust during 2005, per $1,000 interest.   $0.00          14)   The total reimbursed to the Trust from the sum of the Available subordinated Amount and Excess Servicing, if any, in respect of Investor Losses, per $1,000 interest.   $0.00        15)   The amount of the Investor Monthly Servicing Fee payable by the Trust to the Servicer.   $130,097,314.26          16)   The Class A and Class B Controlled Amortization Amount Shortfall, as of the end of the reportable year.   $0.00                        EX-20.1(I) 10 exhibit20-1i.htm 2005 ANNUAL STATEMENT SERIES 2002-3         EXHIBIT 20.1(i)   CITIBANK OMNI-S MASTER TRUST (formerly known as Sears Credit Account Master Trust II) SERIES 2002-3   2005 ANNUAL STATEMENT   Pursuant to the terms of the letter issued by the Securities and Exchange Commission dated August 24, 1995 (granting relief to the Trust from certain reporting requirements of the Securities Exchange Act of 1934, as amended), aggregated information regarding the performance of Accounts in respect of the Due Periods related to the eleven Distribution Dates in 2005 which occurred prior to the Defeasance and payments to Investor Certificateholders in respect of the Due Periods related to the twelve Distribution Dates which occurred in 2005 is set forth below.        1)   The total amount of the distribution to Investor Certificateholders during 2005, per $1,000 interest.  *             Class A   $35.35         Class B   $32.51         Class C   $0.00          2)   The amount of the distribution set forth in paragraph 1 above in respect of interest on the Investor Certificates, per $1,000 interest.  *             Class A   $35.35         Class B   $32.51         Class C   $0.00          3)   The amount of the distribution set forth in paragraph 1 above in respect of principal on the Investor Certificates, per $1,000 interest.  *             Class A   $0.00         Class B   $0.00         Class C   $0.00          4)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods.   $8,148,255,647.66        5)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods.   $1,733,212,223.39          6)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $5,973,534,356.84          *   The information in this item was prepared for and is applicable only to investor certificates that were not cancelled by the Trustee pursuant to Section 6.16 of the Pooling and Servicing Agreement during the calendar year 2005.                     7)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $1,271,022,918.20          8)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $83,364,299.52          9)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $2,174,721,290.82          10)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $462,189,305.19          11)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $0.00          12)   The excess of the Investor Charge-Off Amount over the sum of (i) payments in respect of the Available Subordinated Amount and (ii) Excess Servicing, if any (an "Investor Loss"), per $1,000 interest.   $0.00          13)   The aggregate amount of Investor Losses in the Trust during 2005, per $1,000 interest.   $0.00          14)   The total reimbursed to the Trust from the sum of the Available subordinated Amount and Excess Servicing, if any, in respect of Investor Losses, per $1,000 interest.   $0.00          15)   The amount of the Investor Monthly Servicing Fee payable by the Trust to the Servicer.   $130,097,314.26          16)   The Class A and Class B Controlled Amortization Amount Shortfall, as of the end of the reportable year.   $0.00                        EX-20.1(J) 11 exhibit20-1j.htm 2005 ANNUAL STATEMENT 2002-4         EXHIBIT 20.1(j)   CITIBANK OMNI-S MASTER TRUST (formerly known as Sears Credit Account Master Trust II) SERIES 2002-4   2005 ANNUAL STATEMENT   Pursuant to the terms of the letter issued by the Securities and Exchange Commission dated August 24, 1995 (granting relief to the Trust from certain reporting requirements of the Securities Exchange Act of 1934, as amended), aggregated information regarding the performance of Accounts and payments to Investor Certificateholders in respect of the Due Periods related to the eleven Distribution Dates which occurred in 2005 is set forth below.    1)   The total amount of the distribution to Investor Certificateholders during 2005, per $1,000 interest.             Class A   $1,020.23         Class B   $1,025.66         Class C   $1,000.00                   2)   The amount of the distribution set forth in paragraph 1 above in respect of interest on the Investor Certificates, per $1,000 interest.             Class A   $20.23         Class B   $25.66         Class C   $0.00                   3)   The amount of the distribution set forth in paragraph 1 above in respect of principal on the Investor Certificates, per $1,000 interest.             Class A   $1,000.00         Class B   $1,000.00         Class C   $1,000.00                   4)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods.   $8,148,255,647.66                   5)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods.   $1,733,212,223.39                   6)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $5,973,534,356.84                                     7)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $1,271,022,918.20                   8)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $83,364,299.52                   9)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $2,174,721,290.82                   10)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $462,189,305.19                   11)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $0.00                   12)   The excess of the Investor Charge-Off Amount over the sum of) payments in respect of the Available Subordinated Amount and (ii) Excess Servicing, if any (an "Investor Loss"), per $1,000 interest.   $0.00                   13)   The aggregate amount of Investor Losses in the Trust during 2005, per $1,000 interest.   $0.00                   14)   The total reimbursed to the Trust from the sum of the Available subordinated Amount and Excess Servicing, if any, in respect of Investor Losses, per $1,000 interest.   $0.00                   15)   The amount of the Investor Monthly Servicing Fee payable by the Trust to the Servicer.   $130,097,314.26                   16)   The Class A and Class B Controlled Amortization Amount Shortfall, as of the end of the reportable year.   $0.00                        EX-20.1(K) 12 exhibit20-1k.htm 2005 ANNUAL STATEMENT 2002-5         EXHIBIT 20.1(k)     CITIBANK OMNI-S MASTER TRUST (formerly known as Sears Credit Account Master Trust II) SERIES 2002-5   2005 ANNUAL STATEMENT   Pursuant to the terms of the letter issued by the Securities and Exchange Commission dated August 24, 1995 (granting relief to the Trust from certain reporting requirements of the Securities Exchange Act of 1934, as amended), aggregated information regarding the performance of Accounts in respect of the Due Periods related to the eleven Distribution Dates in 2005 which occured prior to the Defeasance and payments to Investor Certificateholders in respect of the Due Periods related to the twelve Distribution Dates which occurred in 2005 is set forth below.        1)   The total amount of the distribution to Investor Certificateholders during 2005, per $1,000 interest.  *             Class A   $1,032.51         Class B   $1,045.08         Class C   $0.00          2)   The amount of the distribution set forth in paragraph 1 above in respect of interest on the Investor Certificates, per $1,000 interest.  *             Class A   $32.51         Class B   $45.08         Class C    $0.00          3)   The amount of the distribution set forth in paragraph 1 above in respect of principal on the Investor Certificates, per $1,000 interest.  *             Class A   $1,000.00         Class B   $1,000.00            Class C   $0.00          4)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods.   $8,148,255,647.66          5)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods.   $1,733,212,223.39          6)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $5,973,534,356.84        *   The information in this item was prepared for and is applicable only to investor certificates that were not cancelled by the Trustee pursuant to Section 6.16 of the Pooling and Servicing Agreement during the calendar year 2005.                     7)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $1,271,022,918.20          8)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Investor Certificates.   $83,364,299.52          9)   The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $2,174,721,290.82          10)   The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $462,189,305.19          11)   The aggregate amount of Additional Allocable Amounts processed during the related Due Periods which were allocated in respect of the Seller Certificates.   $0.00          12)   The excess of the Investor Charge-Off Amount over the sum of (i) payments in respect of the Available Subordinated Amount and (ii) Excess Servicing, if any (an "Investor Loss"), per $1,000 interest.   $0.00          13)   The aggregate amount of Investor Losses in the Trust during 2005, per $1,000 interest.   $0.00          14)    The total reimbursed to the Trust from the sum of the Available subordinated Amount and Excess Servicing, if any, in respect of Investor Losses, per $1,000 interest.   $0.00          15)   The amount of the Investor Monthly Servicing Fee payable by the Trust to the Servicer.   $130,097,314.26          16)   The Class A and Class B Controlled Amortization Amount Shortfall, as of the end of the reportable year.   $0.00                        EX-31.1 13 exhibit31-1.htm CERTIFICATION         EXHIBIT 31.1   CERTIFICATION   I, Douglas C. Morrison, 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 Citibank Omni-S Master Trust;        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.   Based on my knowledge and upon the annual compliance statement included in the annual report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing, or similar, 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.     Date: March 29, 2006     /s/ Douglas C. Morrison        Douglas C. Morrison President  Citi Omni-S Finance LLC                      EX-99.1 14 exhibit99-1.htm ACCOUNTANTS' REPORT         EXHIBIT 99.1   Attestation Report of Independent Registered Public Accounting Firm   Citibank Omni-S Master Trust c/o The Bank of New York, as successor to Bank One National Association (formerly The First National Bank of Chicago), as Trustee   Citi Omni-S Finance LLC, as successor to SRFG, Inc. (formerly Sears Receivables Financing   Group, Inc.), as Seller   Citibank (South Dakota), National Association, as Servicer   We have examined the accompanying assertion made by management on Citibank (South Dakota), National Association’s (“CBSD”) compliance, as Servicer, with the servicing requirements in Sections 3.02, 4.03, 4.04, 4.05, 4.06 and 8.07 of the Pooling and Servicing Agreement, dated as of July 31, 1994, as amended, for the Citibank Omni-S Master Trust (formerly known as the Sears Credit Account Master Trust II), between Citi Omni-S Finance LLC, as successor to SRFG, Inc. (formerly Sears Receivables Financing Group, Inc.), as Seller, CBSD, as successor to Sears, Roebuck and Co., as Servicer and The Bank of New York, as successor to Bank One National Association (formerly The First National Bank of Chicago), as Trustee (the “Agreement”) and the provisions relating to servicing or the allocation and payment of Collections in any Series Supplements during the pre-defeasance period from January 1, 2005 to December 6, 2005.  Management is responsible for CBSD’s compliance with the aforementioned sections of the Agreement.  Our responsibility is to express an opinion based on our examination.   Our examination was conducted in accordance with attestation standards established by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence supporting management’s assertion and performing such other procedures as we considered necessary in the circumstances.  We believe that our examination provides a reasonable basis for our opinion.     In our opinion, management’s assertion referred to above is fairly stated, in all material respects, based upon the stated criteria in the Agreement.   This report is intended solely for the information and use of the Trustee, the Seller and CBSD and is not intended to be and should not be used by anyone other than these specified parties.    /s/ KPMG LLP      New York, New York March 24, 2006            Management Report on Citibank (South Dakota), National Association’s Compliance, as Servicer, with the Servicing Requirements of the Pooling and Servicing Agreement   Management of Citibank (South Dakota), National Association (“CBSD”), as Servicer, is responsible for compliance with the servicing requirements in Sections 3.02, 4.03, 4.04, 4.05, 4.06 and 8.07 of the Pooling and Servicing Agreement, dated as of July 31, 1994, as amended, for the Citibank Omni-S Master Trust (formerly known as the Sears Credit Account Master Trust II), between Citi Omni-S Finance LLC, as successor to SRFG, Inc. (formerly Sears Receivables Financing Group, Inc.), as Seller, CBSD, as successor to Sears, Roebuck and Co., as Servicer and The Bank of New York, as successor to Bank One National Association (formerly The First National Bank of Chicago), as Trustee (the “Agreement”) and the provisions relating to servicing or the allocation and payment of Collections in any Series Supplements during the pre-defeasance period from January 1, 2005 to December 6, 2005.   Management has performed an evaluation of CBSD’s compliance with the aforementioned sections of the Agreement during the pre-defeasance period from January 1, 2005 to December 6, 2005.  Based upon this evaluation, management believes that during the pre-defeasance period from January 1, 2005 to December 6, 2005, CBSD, as Servicer, was materially in compliance with the aforementioned sections of the Agreement.     /s/ Kendall Stork      Kendall Stork President    March 24, 2006              EX-99.2 15 exhibit99-2.htm ACCOUNTANTS' REPORT         EXHIBIT 99.2     Independent Accountants’ Report On Applying Agreed-Upon Procedures     Citibank (South Dakota), National Association 701 East 60th Street, North Sioux Falls, SD  57117   Citi Omni-S Finance LLC 701 East 60th Street, North Sioux Falls, SD  57117   Ladies and Gentlemen:   At your request, we have performed the agreed-upon procedures enumerated below, which were agreed to by the addressees, solely to assist you in connection with the Defeasance Trust Agreements, each dated as of December 6, 2005 and each among Citibank (South Dakota), National Association, as Servicer (the “Servicer”), Citi Omni-S Finance LLC, as Seller (the “Seller”) and The Bank of New York, as Trustee (in such capacity, the “Trustee”) and as Securities Intermediary and Paying Agent, for all outstanding series and classes of certificates within the Citibank Omni-S Master Trust (Post Defeasance) (the “Trust”).  This engagement to apply agreed-upon procedures was performed in accordance with attestation standards established by the Public Company Accounting Oversight Board (United States).  The sufficiency of the procedures is solely the responsibility of addressees of this report.  Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.   We are independent certified public accountants with respect to the Servicer, the Seller and the Trust within the meaning of the Securities Acts administered by the Securities and Exchange Commission and the requirements of the Independence Standards Board.   For purposes of presenting our procedures and related findings in this letter, the term “compared” means compared to and found to be in agreement with, unless otherwise noted.  Such compared amounts and percentages are deemed to be in agreement if differences are attributable to rounding.  The term “rounding” means that dollar amounts and percentages are within $1, 1 or 0.01%, respectively.  The term “confirmed” means supported or validated the accuracy of certain data, unless otherwise noted, related to the Trust with the Trustee.   For purposes of this report, we have received the written instructions dated December 13, 2005 detailing, with respect to the December 2005 distribution date, each distribution to be made pursuant to Section 6(a) of the Defeasance Trust Agreements (the “Payment Instructions”), the Defeasance Trust System IFA and PFA Due Period Balance Reports for all outstanding series and classes of certificates within the Trust included as an attachment to the Payment Instructions and the Monthly Servicer Certificates for the December 15, 2005 distribution date prepared pursuant to Section 7 of the Defeasance Trust Agreements,        which were prepared by Servicing Officers of the Servicer.  The Servicer’s management is responsible for the accuracy of the Defeasance Trust Agreements, the Payment Instructions, Defeasance Trust System IFA and PFA Due Period Balance Reports and Monthly Servicer Certificates.     Our procedures and associated findings are as follows:      1.   We obtained a copy of the Defeasance Trust Agreement Series 1996-5 dated as of December 6, 2005, which was provided by management of the Servicer and performed the following procedures:              •   Confirmed with the Trustee that it received written instructions (which may be in electronic form) from the Servicer on the second business day preceding the December 15, 2005 distribution date detailing each distribution to be made pursuant to Section 6(a) of the Defeasance Trust Agreement Series 1996-5.          •   Confirmed with the Trustee that it received a certificate of a servicing officer substantially in the form of Exhibit A to Defeasance Trust Agreement Series 1996-5 no later than 12:00 p.m. Chicago time on the second business day following the December 15, 2005 distribution date, pursuant to Section 7 of the Defeasance Trust Agreement Series 1996-5.         2.   We obtained a copy of the Defeasance Trust Agreement Series 2000-4 dated as of December 6, 2005, which was provided by management of the Servicer and performed the following procedures:            •   Confirmed with the Trustee that it received written instructions (which may be in electronic form) from the Servicer on the second business day preceding the December 15, 2005 distribution date detailing each distribution to be made pursuant to Section 6(a) of the Defeasance Trust Agreement Series 2000-4.          •   Confirmed with the Trustee that it received a certificate of a servicing officer substantially in the form of Exhibit A to Defeasance Trust Agreement Series 2000-4 no later than 12:00 p.m. Chicago time on the second business day following the December 15, 2005 distribution date, pursuant to Section 7 of the Defeasance Trust Agreement Series 2000-4.        3.   We obtained a copy of the Defeasance Trust Agreement Series 2001-1 dated as of December 6, 2005, which was provided by management of the Servicer and performed the following procedures:            •   Confirmed with the Trustee that it received written instructions (which may be in electronic form) from the Servicer on the second business day preceding the December 15, 2005 distribution date detailing each distribution to be made pursuant to Section 6(a) of the Defeasance Trust Agreement Series 2001-1.          •   Confirmed with the Trustee that it received a certificate of a servicing officer substantially in the form of Exhibit A to Defeasance Trust Agreement Series 2001-1 no later than 12:00 p.m. Chicago time on the second business day following the December 15, 2005 distribution date, pursuant to Section 7 of the Defeasance Trust Agreement Series 2001-1.                 4.   We obtained a copy of the Defeasance Trust Agreement Series 2001-3 dated as of December 6, 2005, which was provided by management of the Servicer and performed the following procedures:            •   Confirmed with the Trustee that it received written instructions (which may be in electronic form) from the Servicer on the second business day preceding the December 15, 2005 distribution date detailing each distribution to be made pursuant to Section 6(a) of the Defeasance Trust Agreement Series 2001-3.          •   Confirmed with the Trustee that it received a certificate of a servicing officer substantially in the form of Exhibit A to Defeasance Trust Agreement Series 2001-3 no later than 12:00 p.m. Chicago time on the second business day following the December 15, 2005 distribution date, pursuant to Section 7 of the Defeasance Trust Agreement Series 2001-3.      5.   We obtained a copy of the Defeasance Trust Agreement Series 2002-2 dated as of December 6, 2005, which was provided by management of the Servicer and performed the following procedures:            •   Confirmed with the Trustee that it received written instructions (which may be in electronic form) from the Servicer on the second business day preceding the December 15, 2005 distribution date detailing each distribution to be made pursuant to Section 6(a) of the Defeasance Trust Agreement Series 2002-2.          •   Confirmed with the Trustee that it received a certificate of a servicing officer substantially in the form of Exhibit A to Defeasance Trust Agreement Series 2002-2 no later than 12:00 p.m. Chicago time on the second business day following the December 15, 2005 distribution date, pursuant to Section 7 of the Defeasance Trust Agreement Series 2002-2.      6.   We obtained a copy of the Defeasance Trust Agreement Series 2002-3 dated as of December 6, 2005, which was provided by management of the Servicer and performed the following procedures:            •   Confirmed with the Trustee that it received written instructions (which may be in electronic form) from the Servicer on the second business day preceding the December 15, 2005 distribution date detailing each distribution to be made pursuant to Section 6(a) of the Defeasance Trust Agreement Series 2002-3.          •   Confirmed with the Trustee that it received a certificate of a servicing officer substantially in the form of Exhibit A to Defeasance Trust Agreement Series 2002-3 no later than 12:00 p.m. Chicago time on the second business day following the December 15, 2005 distribution date, pursuant to Section 7 of the Defeasance Trust Agreement Series 2002-3.      7.   We obtained a copy of the Defeasance Trust Agreement Series 2002-5 dated as of December 6, 2005, which was provided by management of the Servicer and performed the following procedures:            •   Confirmed with the Trustee that it received written instructions (which may be in electronic form) from the Servicer on the second business day preceding the December 15, 2005 distribution date detailing each distribution to be made pursuant to Section 6(a) of the Defeasance Trust Agreement Series 2002-5.                  •   Confirmed with the Trustee that it received a certificate of a servicing officer substantially in the form of Exhibit A to Defeasance Trust Agreement Series 2002-5 no later than 12:00 p.m. Chicago time on the second business day following the December 15, 2005 distribution date, pursuant to Section 7 of the Defeasance Trust Agreement Series 2002-5.      8.   We obtained a copy of the Payment Instructions, Defeasance Trust System IFA and PFA Due Period Balance Reports dated December 15, 2005 for the Series 1996-5 Class A, Series 1996-5 Class B, Series 2000-4 Class A, Series 2001-1 Class A, Series 2001-3 Class A, Series 2001-3 Class B, Series 2002-2 Class A, Series 2002-3 Class A and Series 2002-5 Class B certificates and the Monthly Servicer Certificates for the December 15, 2005 distribution date, which were prepared by Servicing Officers of the Servicer and performed the following procedures:            •   Compared the amount shown for “ABS Interest Payment” within the Series 1996-5 Class A Defeasance Trust System IFA and PFA Due Period Balance Report to the amount shown for “Class A” under the caption entitled “Interest” within Section 1 of the Series 1996-5 (Post-Defeasance) Monthly Servicer Certificate.            •   Compared the amount shown for “ABS Principal Payment” within the Series 1996-5 Class A Defeasance Trust System IFA and PFA Due Period Balance Report to the amount shown for “Class A” under the caption entitled “Principal” within Section 1 of the Series 1996-5 (Post-Defeasance) Monthly Servicer Certificate.          •   Compared the amount shown for “ABS Interest Payment” within the Series 1996-5 Class B Defeasance Trust System IFA and PFA Due Period Balance Report to the amount shown for “Class B” under the caption entitled “Interest” within Section 1 of the Series 1996-5 (Post-Defeasance) Monthly Servicer Certificate.            •   Compared the amount shown for “ABS Principal Payment” within the Series 1996-5 Class B Defeasance Trust System IFA and PFA Due Period Balance Report to the amount shown for “Class B” under the caption entitled “Principal” within Section 1 of the Series 1996-5 (Post-Defeasance) Monthly Servicer Certificate.          •   Compared the amount shown for “ABS Interest Payment” within the Series 2000-4 Class A Defeasance Trust System IFA and PFA Due Period Balance Report to the amount shown for “Class A” under the caption entitled “Interest” within Section 1 of the Series 2000-4 (Post-Defeasance) Monthly Servicer Certificate.            •   Compared the amount shown for “ABS Principal Payment” within the Series 2000-4 Class A Defeasance Trust System IFA and PFA Due Period Balance Report to the amount shown for “Class A” under the caption entitled “Principal” within Section 1 of the Series 2000-4 (Post-Defeasance) Monthly Servicer Certificate.          •   Compared the amount shown for “ABS Interest Payment” within the Series 2001-1 Class A Defeasance Trust System IFA and PFA Due Period Balance Report to the amount shown for “Class A” under the caption entitled “Interest” within Section 1 of the Series 2001-1 (Post-Defeasance) Monthly Servicer Certificate.                       •   Compared the amount shown for “ABS Principal Payment” within the Series 2001-1 Class A Defeasance Trust System IFA and PFA Due Period Balance Report to the amount shown for “Class A” under the caption entitled “Principal” within Section 1 of the Series 2001-1 (Post-Defeasance) Monthly Servicer Certificate.          •   Compared the amount shown for “ABS Interest Payment” within the Series 2001-3 Class A Defeasance Trust System IFA and PFA Due Period Balance Report to the amount shown for “Class A” under the caption entitled “Interest” within Section 1 of the Series 2001-3 (Post-Defeasance) Monthly Servicer Certificate.            •   Compared the amount shown for “ABS Principal Payment” within the Series 2001-3 Class A Defeasance Trust System IFA and PFA Due Period Balance Report to the amount shown for “Class A” under the caption entitled “Principal” within Section 1 of the Series 2001-3 (Post-Defeasance) Monthly Servicer Certificate.          •   Compared the amount shown for “ABS Interest Payment” within the Series 2001-3 Class B Defeasance Trust System IFA and PFA Due Period Balance Report to the amount shown for “Class B” under the caption entitled “Interest” within Section 1 of the Series 2001-3 (Post-Defeasance) Monthly Servicer Certificate.            •   Compared the amount shown for “ABS Principal Payment” within the Series 2001-3 Class B Defeasance Trust System IFA and PFA Due Period Balance Report to the amount shown for “Class B” under the caption entitled “Principal” within Section 1 of the Series 2001-3 (Post-Defeasance) Monthly Servicer Certificate.          •   Compared the amount shown for “ABS Interest Payment” within the Series 2002-2 Class A Defeasance Trust System IFA and PFA Due Period Balance Report to the amount shown for “Class A” under the caption entitled “Interest” within Section 1 of the Series 2002-2 (Post-Defeasance) Monthly Servicer Certificate.            •   Compared the amount shown for “ABS Principal Payment” within the Series 2002-2 Class A Defeasance Trust System IFA and PFA Due Period Balance Report to the amount shown for “Class A” under the caption entitled “Principal” within Section 1 of the Series 2002-2 (Post-Defeasance) Monthly Servicer Certificate.          •   Compared the amount shown for “ABS Interest Payment” within the Series 2002-3 Class A Defeasance Trust System IFA and PFA Due Period Balance Report to the amount shown for “Class A” under the caption entitled “Interest” within Section 1 of the Series 2002-3 (Post-Defeasance) Monthly Servicer Certificate.            •   Compared the amount shown for “ABS Principal Payment” within the Series 2002-3 Class A Defeasance Trust System IFA and PFA Due Period Balance Report to the amount shown for “Class A” under the caption entitled “Principal” within Section 1 of the Series 2002-3 (Post-Defeasance) Monthly Servicer Certificate.          •   Compared the amount shown for “ABS Interest Payment” within the Series 2002-5 Class B Defeasance Trust System IFA and PFA Due Period Balance Report to the amount shown for “Class B” under the caption entitled “Interest” within Section 1 of the Series 2002-5 (Post-Defeasance) Monthly Servicer Certificate.                       •   Compared the amount shown for “ABS Principal Payment” within the Series 2002-5 Class B Defeasance Trust System IFA and PFA Due Period Balance Report to the amount shown for “Class B” under the caption entitled “Principal” within Section 1 of the Series 2002-5 (Post-Defeasance) Monthly Servicer Certificate.        9.   Confirmed with the Trustee the amounts shown for the interest payment and principal payment within the Payment Instructions furnished by the Servicer in connection with the December 15, 2005 distribution date.  Compared the interest payment and principal payment amounts confirmed by the Trustee to the amounts shown for “Class A” or “Class B” under the captions “Interest” and Principal,” respectively, of each respective Series (Post-Defeasance) Monthly Servicer Certificate.     We were not engaged to, and did not, perform an audit, the objective of which would be the expression of an opinion on the Defeasance Trust Agreements, Defeasance Trust System IFA and PFA Due Period Balance Reports, Payment Instructions and/or Monthly Servicer Reports prepared by the Servicer’s management.  Accordingly, we do not express such an opinion.  Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.   This report is intended solely for the information and use of the addressees of this report and is not intended to be and should not be used by those who have not agreed to the procedures and taken responsibility for the sufficiency of the procedures for their purposes.   Very truly yours,    /s/ KPMG LLP       March 24, 2006                        EX-99.3 16 exhibit99-3.htm ANNUAL STATEMENT OF COMPLIANCE         EXHIBIT 99.3   CITIBANK OMNI-S MASTER TRUST SERVICER'S CERTIFICATE   The undersigned, a duly authorized representative of Citibank (South Dakota), National Association ("CBSD") as Servicer pursuant to the Pooling and Servicing Agreement dated as of July 31, 1994, as amended, by and among CBSD (as successor to Sears, Roebuck and Co.), as Servicer, Citi Omni-S Finance LLC (as successor to SRFG, Inc.), as Seller, and The Bank of New York (successor trustee to Bank One, National Association (formerly, The First National Bank of Chicago)), as Trustee, hereby certifies that:          1.    As of the close of business on December 5, 2005, CBSD was the Servicer under the Pooling and Servicing Agreement.                        2.    The undersigned is duly authorized pursuant to the Pooling and Servicing Agreement to execute and deliver this Certificate to the Trustee.                        3.    During the period from and including January 1, 2005 to and including December 5, 2005, in the course of my duties as a Servicing Officer of the Servicer, I would normally obtain knowledge of any Servicer Termination Event.                        4.    To the best of my knowledge, no Servicer Termination Event has occurred.                 IN WITNESS WHEREOF, the undersigned has duly executed this certificate as of the 22nd day of March, 2006.            By:  /s/ Andrew J. Lubliner                 Andrew J. Lubliner         Servicing Officer                          EX-99.4 17 exhibit99-4.htm ANNUAL STATEMENT OF COMPLIANCE         EXHIBIT 99.4   CITIBANK OMNI-S MASTER TRUST SERVICER'S CERTIFICATE   Defeasance Trust Agreements Series 1996-5, 2000-4, 2001-1, 2001-3, 2002-2, 2002-3 and 2002-5 relating to Citibank Omni-S Master Trust Series 1996-5, 2000-4, 2001-1, 2001-3, 2002-2, 2002-3 and 2002-5   The undersigned, a Servicing Officer of Citibank (South Dakota), National Association, a national banking association ("Citibank SD"), as Servicer (the “Servicer”) pursuant to the Defeasance Trust Agreement Series 1996-5 relating to Citibank Omni-S Master Trust Series 1996-5, the Defeasance Trust Agreement Series 2000-4 relating to Citibank Omni-S Master Trust Series 2000-4, the Defeasance Trust Agreement Series 2001-1 relating to Citibank Omni-S Master Trust Series 2001-1, the Defeasance Trust Agreement Series 2001-3 relating to Citibank Omni-S Master Trust Series 2001-3, the Defeasance Trust Agreement Series 2002-2 relating to Citibank Omni-S Master Trust Series 2002-2, the Defeasance Trust Agreement Series 2002-3 relating to Citibank Omni-S Master Trust Series 2002-3, the Defeasance Trust Agreement Series 2002-5 relating to Citibank Omni-S Master Trust Series 2002-5, each dated as of December 6, 2005 (each a "Trust Agreement" and collectively, the "Trust Agreements"), by and among Citi Omni-S Finance LLC, a Delaware limited liability company, as Seller (the “Seller”), The Bank of New York, a New York banking corporation, as Trustee (in such capacity, the “Trustee”), as Securities Intermediary (in such capacity, the “Securities Intermediary”) and as Paying Agent (in such capacity, the “Paying Agent”), hereby certifies that:        1.    Citibank SD is the Servicer under the Trust Agreements.                        2.    The undersigned is a Servicing Officer, duly authorized to execute and deliver this Certificate to the Trustee.                        3.    During the period from and including December 6, 2005 to and including December 31, 2005, in the course of my duties as a Servicing Officer, I would normally obtain knowledge of any breach by the Servicer of any of its duties under any Trust Agreement that is likely to have a material adverse effect on any investor certificateholder.                        4.    To the best of my knowledge, no breach by the Servicer of any of its duties under any Trust Agreement has occurred or is continuing that is likely to have a material adverse effect on any investor certificateholder.       IN WITNESS WHEREOF, the undersigned has duly executed this certificate this 22nd day of March, 2006.      By: /s/  Andrew J. Lubliner          Andrew J. Lubliner     Servicing Officer                            -----END PRIVACY-ENHANCED MESSAGE-----