UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
____
FORM 10-K
10‑K


(Mark One)
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20142017
or

¨☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number 001-31929


STRUCTURED OBLIGATIONS CORPORATION,

(Exact name of registrant as specified in its charter)

Delaware
13-3692801
(State or other jurisdiction of incorporation)(I.R.S. employer identification no.)
  
  
270 Park Avenue, New York, New York
10013
(Address of principal executive offices)(Zip Code)
  
Registrant’sRegistrant's telephone number, including area code: (212) 270-2353

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

Title of Each Class Name of Each Exchange on Which Registered
   
Select Notes Trust Long Term Certificates, Series 2003-5 American 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¨☐ Noý 
 
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¨☐ Noý 


1



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 file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
 Yes
ý1
 No¨☐ 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
 YesýNo¨☐
 [Rule 405 of Regulation S-T is not applicable.]
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-KS‑K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’sregistrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K10‑K or any amendment to this Form 10-K.10‑K.  ý
  
 [Item 405 of Regulation S-K is not applicable.]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definition of “accelerated"accelerated filer, large" "large accelerated filer," "smaller reporting company," and smaller reporting company”"emerging growth company" in Rule 12b-212b‑2 of the Exchange Act. (check one):
 
Large accelerated filer  ¨☐
Accelerated filer  ¨☐
Non-accelerated filer  ý
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 is a shell company (as defined in Rule 12b-2 of the Act).
 Yes¨☐ Noý 

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’sregistrant's most recently completed second fiscal quarter:

As of the date of this report, all of the common stock of the Registrant is held by J. P. Morgan Securities Holdings Inc.



 

1  Pursuant to staff administrative positions established in the no-action letter Corporate Asset Backed CorporatioCorporationn (“CABCO”("CABCO") (available August 9, 1995), the Depositor is not required to respond to various items of Form 10-K.  Such items are designated herein as “Not Applicable”"Not Applicable".

2


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.

Introductory Note

Structured Obligations Corporation (the “Trustor”"Trustor") is the Trustor under the Base Trust Agreement between the Trustor and U.S. Bank National Association, as Trustee (the “Trustee”"Trustee"), as supplemented by the Select Notes Trust Supplement LT 2003-5 by and between the Trustor and the Trustee, providing for the issuance of the Select Notes Trust Long Term Certificates Series 2003-5 (the “Certificates”"Certificates") and is the Trustor for the Certificates (the “Registrant”"Registrant").  The Certificates do not represent obligations of or interests in the Trustor or the Trustee.

Each issuer of an underlying security, or guarantor thereof, or successor thereto, as applicable, which represents ten percent (10%) or more of the trust is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For information on any such issuer of 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”"Commission"). Such reports and other information required to be filed pursuant to the Exchange Act, by such issuer of 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:"http://www.sec.gov”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.”"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 any such issuer of 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 such issuer or guarantor, or successor thereto, of the underlying securities, that reports and its respective Exchange Act file number.

 
Underlying Securities Issuer or Guarantor, or Successor thereto
Commission File Number
 
 The Dow Chemical CompanyDowDuPont Inc.001-03433001-38196 
 Verizon Communications Inc. (guarantor of the underlying securities issued by Verizon Global Funding Corp.)001-08606 
 Anadarko Petroleum Corporation001-8968 
 General Electric Company (guarantor/obligor of the underlying securities issued by General Electric Capital CorporationCorporation)001-06461001-00035 
 Credit Suisse Group AG (guarantor of the underlying securities issued by Credit Suisse First Boston (USA), Inc.)001-15244 
 The Boeing Company001-00442 
 The Goldman Sachs Group, Inc.001-14965 



3

PART I


Item 1.
Business
 Not Applicable
  
Item 1A.
Risk Factors
 Not Applicable
  
Item 1B.
Unresolved Staff Comments
 Not Applicable
  
Item 2.
Properties
 Not Applicable
  
Item 3.
Legal Proceedings
 The Registrant is not subject to any material pending legal proceedings.
  
Item 4.
Mine Safety Disclosures
 None



PART II

Item 5.
Market for Registrant’sRegistrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 The Certificates issued by and representing investors’investors' interest in the Select Notes Trust LT 2003-5 (the “Trust”"Trust") are represented by one or more physical Certificates registered in the name of “Cede"Cede & Co., the nominee of The Depository Trust Company.
  
The following Certificates are listed on the exchange identified below:

Title of Each Class
 
Name of Each Exchange on Which Registered
Select Notes Trust Long Term Certificates, Series 2003-5American Stock Exchange


  
Item 6.
Selected Financial Data
 Not Applicable
  
Item 7.
Management’s
Management's Discussion and Analysis of Financial Condition and Results of Operations
 Not Applicable
  
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
 Not Applicable


4



Item 8.
Financial Statements and Supplementary Data
 None
  
Item 9.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
 None
  
Item 9A.
Controls and Procedures.
 Not Applicable
  
Item 9B.
Other Information.
 None.

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 Statement Schedules
  

(a)  The following documents have been filed as part of this Report.

 1.  None
  
 2.  None
  
 3.  Exhibits:
  
 31.1 – Certification by the 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.


5



 99.1 – Annual Compliance Report by Trustee.
 
99.2 – Report of RubinBrown LLP

5


(b)  The Form 8-Ks of the Select Notes Trust LT 2003-5 (the “Trust”"Trust") which relate to periods covered by this annual report include (i) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on January 15, 201417, 2017 and filed on January 23, 2014,24, 2017, (ii) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on February 18, 201415, 2017 and filed on February 21, 2014,22, 2017, (iii) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on March 17, 201415, 2017 and filed on March 26, 2014,27, 2017, (iv) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on April 15, 201417, 2017 and filed on April 21, 2014,26, 2017, (v) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on May 15, 20142017 and filed on May 20, 2014,25, 2017, (vi) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on June 16, 201415, 2017 and filed on June 23, 2014,27, 2017, (vii) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on July 15, 201417, 2017 and filed on July 21, 2014,25, 2017, (viii) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on August 15, 20142017 and filed on August 20, 2014,28, 2017, (ix) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on September 15, 20142017 and filed on September 24, 2014,21, 2017, (x) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on October 15, 201416, 2017 and filed on October 28, 2014,23, 2017, (xi) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on November 17, 201415, 2017 and filed on November 20, 2014,22, 2017, and (xii) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on December 15, 20142017 and filed on December 23, 2014.22, 2017.
 
(c)  See Item 15(a) above.
 
Item 16.
Form 10-K Summary
None.

6


SIGNATURES

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


 STRUCTURED OBLIGATIONS CORPORATION,
 as trustor for the Trust Registrant
  
  
  
 By:
 /s/ Chadwick S. Parson
 Name:Chadwick S. Parson
 Title:Managing Director and President
 (senior officer in charge of securitization function of the Depositor)
  
  
Dated:  March 26, 201529, 2018 


7
7