UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10‑K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended:
  
Commission File Number:
December 31, 2024
  
001-32089
     
 
STRUCTURED PRODUCTS CORP.,
  
 
on behalf of
  
     
 
CorTS Trust For PECO Energy Capital Trust III
  
     
 
(Exact name of registrant as specified in its charter)
  

Delaware
  
13-3692801
  
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)
  
       
 
388 Greenwich Street
    
 
New York, New York 10013
    
 
(Address of principal executive offices) (zip code)
    
       
       
Registrant's telephone number including area code:
212-723-4070
  
       
       
Securities registered pursuant to Section 12(b) of the Act:
    
       
Title of Each Class
Trading
Symbols(s)
Name of Each Exchange on Which Registered
  
       
CorTS Trust For PECO Energy Capital Trust III, Corporate-Backed Trust Securities (CorTS) Certificates
KTH
New York Stock Exchange
  
       
Securities registered pursuant to Section 12(g) of the Act:
      
       
None
      
       
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  ☒
  
1

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 have filed 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 every Interactive Data File required to be submitted 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 such files).
 
Yes  ☒
No  ☐
 
[Rule 405 of Regulation S-T is not applicable.]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  ☐
Accelerated filer  ☐
Non-accelerated filer  ☒
Smaller reporting company  ☐
Emerging growth company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the 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.

Not Applicable.
As of the date of this report, all of the common stock of the Registrant is held by Citigroup Global Markets Holdings Inc.
Documents Incorporated by Reference
The distribution reports to security holders filed on Form 8-K during the fiscal year in lieu of reports on Form 10-Q, which includes the reports filed on Form 8-K listed in Item 15(b) hereto.
2

Introductory Note
Structured Products Corp. (the “Depositor”) is the depositor under the Base Trust Agreement, dated as of December 15, 2000, as supplemented by the CorTS Supplement 2001-1, dated as of January 19, 2001, by and between the Depositor and U.S. Bank Trust National Association, as Trustee (the “Trustee”), providing for the issuance of the CorTS Trust For PECO Energy Capital Trust III, Corporate-Backed Trust Securities (CorTS) Certificates (the “Certificates”) and is the depositor for the Certificates (the “Registrant”). The Certificates do not represent obligations of or interests in the Depositor or the Trustee.
The issuer(s) of the underlying securities, or guarantor thereof, or successor thereto, as applicable, is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For information on the issuer(s) of the underlying securities, or guarantor thereof, or successor thereto, as applicable, please see its periodic and current reports filed with the Securities and Exchange Commission (the “Commission”). Such reports and other information required to be filed pursuant to the Exchange Act, by the issuer(s) of the underlying securities, or guarantor thereof, or successor thereto, as applicable, may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a site on the World Wide Web at “http://www.sec.gov” at which users can view and download copies of reports, proxy and information statements and other information filed electronically through the Electronic Data Gathering, Analysis and Retrieval system, or “EDGAR.” Neither the Depositor nor the Trustee has participated in the preparation of such reporting documents, or made any due diligence investigation with respect to the information provided therein. Neither the Depositor nor the Trustee has verified the accuracy or completeness of such documents or reports. There can be no assurance that events affecting the issuer(s) of the underlying securities, or guarantor thereof, or successor thereto, as applicable, or the underlying securities have not occurred or have not yet been publicly disclosed that would affect the accuracy or completeness of the publicly available documents described above. The chart below lists each trust, the issuer(s) or guarantor, or successor thereto, of the related underlying security, and its respective Exchange Act file numbers, if applicable.
 
Underlying Securities Issuer(s) or
Guarantor, or successor thereto
 
Exchange Act File
Number
  
 
PECO Energy Company
000-16844
  


3
PART I
Item 1.
Business
   
 
None.
   
Item 1A.
Risk Factors
   
 
None.
   
Item 1B.
Unresolved Staff Comments
   
 
None.
   
Item 1C.
Cybersecurity
   
 
Not Applicable.
   
Item 2.
Properties
   
 
None.
   
Item 3.
Legal Proceedings
   
 
None.
   
Item 4.
Mine Safety Disclosures
   
 
None.
   

PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
   
 
The Certificates representing investors’ interest in the Trust are represented by one or more physical Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company.
   
 
The Certificates are listed on the New York Stock Exchange.
   
Item 6.
[Reserved]
   
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
   
 
Not Applicable.
   
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
   
 
None.
   
Item 8.
Financial Statements and Supplementary Data
   
 
None.
   
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.
   
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
   
 
Not Applicable

PART III
Item 10.
Directors, Executive Officers and Corporate Governance
   
 
None.
   
Item 11.
Executive Compensation
   
 
Not Applicable.
   
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
   
 
Information required by Item 201(d) of Regulation S-X:  Not applicable.
 
Information required by Item 403 of Regulation S-X:  None.
   
Item 13.
Certain Relationships and Related Transactions, and Director Independence
   
 
None.
   
Item 14.
Principal Accounting Fees and Services
   
 
Not Applicable.

PART IV
Item 15.
Exhibits, Financial Schedules and Reports on Form 8-K
     
(a)
The following documents are also filed as part of this Report:
     
 
3.
Exhibits:
       
   
31.1
Certification by President of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
   
97.1
Structured Products Corp. Dodd-Frank Clawback Provisions.
       
   
99.1
Annual Compliance Report by Trustee.
       
(b)
The following reports on Form 8-K were filed during the period covered by this report and are hereby incorporated by reference:

 
1.
Trustee’s Distribution Statement for the April 30, 2024 Distribution Date filed on Form 8-K on May 13, 2024.
 
2.
Trustee’s Distribution Statement for the October 31, 2024 Distribution Date filed on Form 8-K on November 13, 2024.
 
(c)
 
See item 15(a)(3) above.

Item 16.
Form 10-K Summary
   
 
None



5
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.

 
Structured Products Corp., as Depositor
   
Dated:  March 19, 2025
By:
/s/Jeffrey Kania                                    
 
Name:
Jeffrey Kania
 
Title:
President (senior officer in charge of securitization function of the Depositor)
     



6

EXHIBIT INDEX

Exhibit
  
Page
31.1
Certification by President of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
     
97.1
Structured Products Corp. Dodd-Frank Clawback Provisions.
  
     
99.1
Annual Compliance Report by Trustee pursuant to 15 U.S.C. Section 7241.
 
  






7


Exhibit 31.1
CERTIFICATION
I, Jeffrey Kania, 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 Structured Products Corp., on behalf of CorTS Trust For PECO Energy Capital Trust III;
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 depositor by the trustee under the pooling and servicing, or similar, agreement for inclusion in these reports is included in these reports; and
4. I am responsible for reviewing the activities performed by the depositor and the trustee under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the depositor and trustee have each fulfilled its obligations under that agreement.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: U.S. Bank Trust National Association.

   
 
By:
/s/Jeffrey Kania                                                 
 
Name:
Jeffrey Kania
 
Title:
President (senior officer in charge of securitization function of the Depositor)
 
Date:
March 19, 2025














Exhibit 97.1



The Dodd-Frank Clawback Provisions (the “policy”) were adopted by Structured Products Corporation (the “Depositor”), to the extent such a policy is required and in order to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Depositor has no employees, and does not award compensation to any employees.

_______________________________________________


Structured Products Corp.
Dodd-Frank Clawback Provisions


The Board of Directors (“Board”) of Structured Products Corp. (the “Company”) adopts these Dodd-Frank Clawback Provisions (these “Provisions”) in accordance with the applicable listing requirements of The New York Stock Exchange Listed Company Manual (the “Clawback Rules”), promulgated pursuant to the final rules adopted by the Securities and Exchange Commission enacting the clawback standards under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act in respect of CorTS Trust For PECO Energy Capital Trust III (NYSE:KTH; CIK-0001283464). Capitalized terms not otherwise defined in these Provisions have the meanings given to them under the Clawback Rules.

Recovery of Erroneously Awarded Incentive Compensation.  The Company shall comply with the Clawback Rules and reasonably promptly recover Erroneously Awarded Compensation Received by current or former Executive Officers of the Company (“Covered Individuals”) as required by the Clawback Rules.

Method of Recovery.  The Board shall determine, in its sole discretion, the manner in which any Erroneously Awarded Compensation shall be recovered. Methods of recovery may include, but are not limited to: (1) seeking direct repayment from the Covered Individual; (2) reducing (subject to applicable law and the terms and conditions of the applicable plan, program or arrangement pursuant to which the incentive-based compensation was paid) the amount that would otherwise be payable to the Covered Individual under any compensation, bonus, incentive, equity and other benefit plan, agreement, policy or arrangement maintained by the Company or any of its affiliates; (3) cancelling any award (whether cash- or equity-based) or portion thereof granted to the Covered Individual; or (4) any combination of the foregoing.

No-Fault Basis.  These Provisions apply on a no-fault basis, and Covered Individuals will be subject to recovery under these Provisions without regard to their personal culpability.

Other Company Arrangements.  These Provisions shall be in addition to, and not in lieu of, any other clawback, recovery or recoupment policy maintained by the Company from time to time, as well as any clawback, recovery or recoupment provision in any of the Company’s plans, awards or individual agreements (including the clawback, recovery and recoupment provisions in the Company’s equity award agreements) (collectively, “Other Company Arrangement”) and any other rights or remedies available to the Company, including termination of employment; provided, however, that there is no intention to, nor shall there be, any duplicative recoupment of the same compensation under more than one policy, plan, award or agreement. In addition, no Other Company Arrangement shall serve to restrict the scope or the recoverability of Erroneously Awarded Compensation under these Provisions or in any way limit recovery in compliance with the Clawback Rules.

No Indemnification or Insurance.  Notwithstanding anything to the contrary set forth in any policy, arrangement, bylaws, charter, certificate of incorporation or plan of the Company or any individual agreement between a Covered Individual and the Company or any of its affiliates, no Covered Individual shall be entitled to indemnification or insurance (or reimbursement for the cost thereof) from the Company or any of its affiliates for the amount that is or may be recovered by the Company pursuant to these Provisions; provided, however, that to the extent expense advancement or reimbursement is available to a Covered Individual, these Provisions shall not serve to prohibit such advancement or reimbursement.




Administration; Interpretation.  The Board shall interpret and construe these Provisions consistent with the Clawback Rules and applicable laws and regulation and shall make all determinations necessary, appropriate or advisable for the administration of these Provisions. Any determinations made by the Board shall be final, binding and conclusive on all affected individuals. As required by the Clawback Rules, the Company shall provide public disclosures related to these Provisions and any applicable recoveries of Erroneously Awarded Compensation. To the extent these Provisions conflict or are inconsistent with the Clawback Rules, the Clawback Rules shall govern. In no event are these Provisions intended to be broader than, or require recoupment in addition to, that required pursuant to the Clawback Rules.

Amendment or Termination of these Provisions. The Board reserves the right to amend these Provisions at any time and for any reason, subject to applicable law and the Clawback Rules. To the extent that the Clawback Rules cease to be in force or cease to apply to the Company, these Provisions shall also cease to be in force.

Approved and Adopted: as of November 2, 2023, Effective as of October 2, 2023



Exhibit 99.1
ANNUAL COMPLIANCE REPORT
The undersigned, being an officer of U.S. Bank Trust National Association, as trustee (the “Trustee”), with respect to CorTS Trust For PECO Energy Capital Trust III, on whose behalf Structured Products Corp. has prepared this annual report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”), certifies as follows:
1. The Trustee is the trustee under the trust agreement.
2. Based on my knowledge, for the periods included in the year covered by the Annual Report, the Trustee has fulfilled its obligations, including any servicing obligations, under the trust agreement.


 
  By: /s/ Janet P. O’Hara
 
Name:
Janet P. O’Hara
 
Title:
Vice President
 
Date:
February 5, 2025