SEC Info - Mills Music Trust - ‘10-K’ for 12/31/22

Mills Music Trust – ‘10-K’ for 12/31/22

Mills Music Trust – ‘10-K’ for 12/31/22

On: Friday, 3/31/23, at 12:08pm ET · For: 12/31/22 · Accession #: 1193125-23-87385 · File #: 0-02123

Previous ‘10-K’: ‘10-K’ on 3/31/22 for 12/31/21 · Next & Latest: ‘10-K’ on 4/1/24 for 12/31/23

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‘10-K’ — Annual Report

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This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

On: Friday, 3/31/23, at 12:08pm ET · For: 12/31/22 · Accession #: 1193125-23-87385 · File #: 0-02123

Previous ‘10-K’: ‘10-K’ on 3/31/22 for 12/31/21 · Next & Latest: ‘10-K’ on 4/1/24 for 12/31/23

Annual Report — Form 10-KFiling Table of Contents

‘10-K’ — Annual ReportDocument Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Annual Report — Form 10-K

Filing Table of Contents

‘10-K’ — Annual Report

Document Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Page	(sequential)		(alphabetic)	↑Top
		Alternative Formats (Word, et al.) Business Certain Relationships and Related Transactions and Director Independence Changes in and Disagreements With Accountants and Financial Disclosure Controls and Procedures Directors, Executive Officers and Corporate Governance Executive Compensation Exhibits, Financial Statement Schedules Financial Statements and Supplementary Data Form 10-K Summary Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Mine Safety Disclosures Notes to statements of cash receipts and disbursements -- years ended December 31, 2022 and 2021 Other Information Part I Part Ii Part Iii Part Iv Principal Accounting Fees and Services Properties Quantitative and Qualitative Disclosures About Market Risk Report of Independent Registered Public Accounting Firm Risk Factors Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Selected Financial Data Signatures Statements of cash receipts and disbursements -- years ended December 31, 2022 and 2021 Table of Contents Unresolved Staff Comments Years ended December 31, 2022 and 2021
1	1st Page – Filing Submission
"	Table of Contents
"	Part I
"	Item 1. Business
"	Item 1A. Risk Factors
"	Item 1B. Unresolved Staff Comments
"	Item 2. Properties
"	Item 3. Legal Proceedings
"	Item 4. Mine Safety Disclosures
"	Part Ii
"	Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
"	Item 6. Selected Financial Data
"	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 7A. Quantitative and Qualitative Disclosures About Market Risk
"	Item 8. Financial Statements and Supplementary Data
"	Report of Independent Registered Public Accounting Firm
"	Statements of cash receipts and disbursements -- years ended December 31, 2022 and 2021
"	Notes to statements of cash receipts and disbursements -- years ended December 31, 2022 and 2021
"	Item 9. Changes in and Disagreements With Accountants and Financial Disclosure
"	Item 9A. Controls and Procedures
"	Item 9B. Other Information
"	Part Iii
"	Item 10. Directors, Executive Officers and Corporate Governance
"	Item 11. Executive Compensation
"	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
"	Item 13. Certain Relationships and Related Transactions and Director Independence
"	Item 14. Principal Accounting Fees and Services
"	Part Iv
"	Item 15. Exhibits, Financial Statement Schedules
"	Item 16. Form 10-K Summary
"	Signatures

i false i FY i 0000066496 i NYIncludes the aggregate amount of $5,000 paid to Cornick, Garber & Sandler, LLP, the Trust’s former independent registered public accounting firm, for services rendered to the Trust 2020.Administrative expenses in the aggregate amount of $4,375 attributable to Corporate Trustee fees and Corporate Trustee Transfer Agent Registrar fees for the fourth quarter of 2022 were actually paid by the Trust in the first quarter of 2023.Includes amounts reserved for administrative expenses in the aggregate amount of $4,375 attributable to Corporate Trustee fees and Corporate Trustee Transfer Agent Registrar fees for the fourth quarter of 2022 which were actually paid in the first quarter of 2023. 0000066496 2016-01-01 2016-03-31 0000066496 2016-07-01 2016-09-30 0000066496 2017-01-01 2017-03-31 0000066496 2017-07-01 2017-09-30 0000066496 2018-01-01 2018-03-31 0000066496 2018-07-01 2018-09-30 0000066496 2019-01-01 2019-03-31 0000066496 2019-04-01 2019-06-30 0000066496 2019-07-01 2019-09-30 0000066496 2019-10-01 2019-12-31 0000066496 2020-01-01 2020-03-31 0000066496 2020-04-01 2020-06-30 0000066496 2020-07-01 2020-09-30 0000066496 2021-01-01 2021-03-31 0000066496 2021-04-01 2021-06-30 0000066496 2021-07-01 2021-09-30 0000066496 2021-10-01 2021-12-31 0000066496 2022-01-01 2022-12-31 0000066496 2022-01-01 2022-03-31 0000066496 2022-04-01 2022-06-30 0000066496 2022-07-01 2022-09-30 0000066496 2022-10-01 2022-12-31 0000066496 2022-12-31 0000066496 2021-01-01 2021-12-31 0000066496 2010-03-31 0000066496 2022-06-30 0000066496 2021-12-31 0000066496 2020-12-31 0000066496 mmtrs:TwoThousandTwentyTwoListingEMITopFiftyCatalogueMember 2022-01-01 2022-12-31 0000066496 srt:MaximumMember 2022-01-01 2022-12-31 0000066496 us-gaap:IndividualMember 2022-01-01 2022-12-31 0000066496 mmtrs:CorporateTrusteeMember 2022-01-01 2022-12-31 0000066496 mmtrs:CorporateTrusteeTransferAgentRegistrarFeesMember 2022-01-01 2022-12-31 0000066496 mmtrs:TwoThousandTwentyTwoListingEMITopFiftyCatalogueMember srt:MinimumMember 2022-01-01 2022-12-31 0000066496 mmtrs:TwoThousandTwentyTwoListingEMITopFiftyCatalogueMember srt:MaximumMember 2022-01-01 2022-12-31 0000066496 mmtrs:CornickGarberSandlerLlpMember 2022-01-01 2022-12-31 0000066496 us-gaap:IndividualMember 2021-01-01 2021-12-31 0000066496 mmtrs:CorporateTrusteeMember 2021-01-01 2021-12-31 0000066496 mmtrs:CorporateTrusteeTransferAgentRegistrarFeesMember 2021-01-01 2021-12-31 0000066496 srt:MinimumMember 2010-01-01 2010-03-31 0000066496 srt:MaximumMember 2010-01-01 2010-03-31 0000066496 us-gaap:SubsequentEventMember mmtrs:CorporateTrusteeFeesAndCorporateTrusteeTransferAgentRegistrarFeesMember 2023-01-01 2023-03-31 0000066496 mmtrs:CorporateTrusteeMember us-gaap:SubsequentEventMember 2023-01-01 2023-03-31 0000066496 mmtrs:CorporateTrusteeTransferAgentRegistrarFeesMember us-gaap:SubsequentEventMember 2023-01-01 2023-03-31 0000066496 mmtrs:CorporateTrusteeFeesAndCorporateTrusteeTransferAgentRegistrarFeesMember 2022-10-01 2022-12-31 0000066496 us-gaap:SubsequentEventMember 2023-03-27 iso4217:USD xbrli:shares xbrli:pure utr:Year mmtrs:Songs iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

i 10-K

i ☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended i i DECEMBER 31, i 2022 /

i ☐

TRANSITION REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from

Commission file number

i 000-02123

i MILLS MUSIC TRUST

(Exact name of registrant as specified in its charter)


i New York		i 13-6183792
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

i c/o HSBC BANK USA, N.A., Corporate Trust, Issuer Services i 452 Fifth Avenue, i New York, NY		i 10018
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code:

i 212- i 525-1349

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

Trust Units

(Title of class)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ i 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). ☒ i Yes ☐ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation

S-K

is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form

10-K

or any amendment to this Form

10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,

“non-accelerated

filer”, “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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. ☐

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

12-b-2

of the Act). ☐ Yes i ☒ No

The aggregate market value of Trust Units held by

non-affiliates

as of the last day of the registrant’s most recently completed second fiscal quarter was $ i 6,074,647.

Total Trust Units outstanding as of December 31, 2022 was i 277,712.


Auditor Firm ID: i 694		Auditor Name: i Hoberman & Lesser, CPA’s, LLC		Auditor Location: i New York, NY, USA

PART I

ITEM 1. BUSINESS

Organization and Background

Mills Music Trust (the “Trust”) was created by a Declaration of Trust, dated December 3, 1964 (the “Declaration of Trust”), for the purpose of acquiring from Mills Music, Inc. (“Old Mills”), the right to receive payment of a deferred contingent purchase price obligation (the “Contingent Portion”) payable to Old Mills. The obligation to pay the Contingent Portion arose as the result of the sale by Old Mills of its music and lyric copyright catalogue (the “Catalogue”) to a newly formed company pursuant to an asset purchase agreement dated December 5, 1964 (the “Asset Purchase Agreement”). Pursuant to the Asset Purchase Agreement, payment of the Contingent Portion to the Trust continues until the end of the year in which the last copyright in the Catalogue expires and cannot be renewed.

The Contingent Portion amounts are currently payable by EMI Mills Music Inc. (“EMI”), the owner of the copyrighted materials contained in the Catalogue. The Trust has been advised that Sony/ATV Music Publishing LLC (“Sony/ATV”) is the administrator and manager of EMI and the Catalogue.

HSBC Bank, USA, N.A. is the Corporate Trustee of the Trust (the “Corporate Trustee”), and Lee Eastman and Michael E. Reiss are the Individual Trustees of the Trust (the “Individual Trustees” and together with the Corporate Trustee, the “Trustees”).

Proceeds from Contingent Portion Payments

The Trust receives quarterly payments of the Contingent Portion from EMI and distributes the amounts it receives to the registered owners of Trust Certificates (the “Unit Holders”) representing interests in the Trust (the “Trust Units”), after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The Declaration of Trust provides that these are the Trust’s sole responsibilities and that the Trust is prohibited from engaging in any business activities.

Payments of the Contingent Portion to the Trust are based on royalty income which the Catalogue generates. The Trust does not own the Catalogue or any copyrights or other intellectual property rights and is not responsible for collecting royalties in connection with the Catalogue. As the current owner and administrator of the Catalogue, EMI is obligated under the Asset Purchase Agreement to use its best efforts to collect all royalties, domestic and foreign, in connection with the Catalogue and to remit a portion of its royalty income to the Trust as its Contingent Portion payment obligation, in accordance with the terms of the Asset Purchase Agreement.

Calculation of the Contingent Portion

The amount of each payment of the Contingent Portion is based on a formula set forth in the Asset Purchase Agreement. For information regarding the calculation of the Contingent Portion and a related dispute between EMI and the Trust see “Contingent Portion Payments” under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Cash Distributions to Unit Holders

The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust.

The Copyright Catalogue

The Catalogue is estimated to be composed of over 12,000 music titles (the “Copyrighted Songs”), of which approximately 1,430 produced royalty income in recent years. Based on information which EMI provided to the Trust, most of the royalty income generated by the Catalogue during recent years has been produced by a relatively small number of the Copyrighted Songs with copyrights established in or prior to 1960.

EMI has provided the Trust with a listing (the “Listing”) of the top 50 earning songs in the Catalogue during the 2022 calendar year (the “Top 50 Songs”). The totals contained in the right most column of the Listing represent gross royalty payments EMI received for each of the Top 50 Songs, before it made deductions in accordance with the Asset Purchase Agreement. The Listing also contains the following additional information for each song title: the writer(s), the original copyright date and copyright renewal date and the date on which each copyright enters the public domain in the United States.

The Listing is set forth below in the form that EMI provided to the Trust. There can be no assurance that the Listing is indicative of the future performance of the Copyrighted Songs or that EMI will be able to retain its rights to the Copyrighted Songs during their full term of copyright protection. As of the date of this report, the Trust has not undertaken an audit to confirm the accuracy of the information contained in the Listing, and there can be no assurance by the Trust that the information EMI provided in the Listing is correct.

Mills Music Top 50 Songs 2022


Rank	Song No.	Song Title	Writers	Orig ^© Date	Renewal Date	U.S. PD Year	Gross Rev.
1	2105974	SLEIGH RIDE (VOCAL) [WW + US Pre & Post ERT Options]	LEROY ANDERSON (50), MITCHELL PARISH (50)	10/24/1950	12/5/1977	2045		751,644.64
2	2166108	LITTLE DRUMMER BOY	KATHERINE K DAVIS (33.34), HENRY ONORATI (33.33), HARRY SIMEONE (33.33)	11/13/1958	5/12/1986	2053		727,761.30
3	2135459	STARDUST	HOAGY CARMICHAEL (50), MITCHELL PARISH (50)	1/5/1928	12/29/1955	2023		203,016.78
4	3323422	LOVESICK BLUES	CLIFF FRIEND (50), IRVING MILLS (50)	4/3/1949	4/4/1977	2044		168,609.70
5	755387	It Don’t Mean A Thing (If It Ain’t Got That Swing)	Duke Ellington (50), IRVING MILLS (50)	10/28/1932	10/28/1959	2027		106,210.90
6	3782568	EVERYBODY EATS WHEN THEY COME TO MY HOUSE	JEANNE BURNS (100)	11/26/1948	2/23/1976	2043		102,115.77
7	3150020	SLEIGH RIDE PROMENADE	LEROY ANDERSON (50), MITCHELL PARISH (50)	10/24/1950	12/5/1977	2045		89,338.30
8	3783971	HOLD ME, THRILL ME, KISS ME	HARRY NOBLE (100)	10/21/1952	9/29/1980	2047		83,012.18
9	3797340	STRAIGHTEN UP AND FLY RIGHT	NAT KING COLE (50), IRVING MILLS (50)	5/31/1944	3/17/1972	2039		80,317.16
10	2445029	MINNIE THE MOOCHER	CAB CALLOWAY (33.34), CLARENCE GASKILL (33.33), IRVING MILLS (33.33)	4/7/1931	3/27/1959	2026		71,536.98
11	755555	In A Sentimental Mood (Vocal)	Duke Ellington (50), MANNY KURTZ (25), IRVING MILLS (25)	11/29/1935	12/31/1962	2030		70,180.94
12	2395977	MOONGLOW	EDDIE DE LANGE (33.34), WILL HUDSON (33.34), IRVING MILLS (33.32)	12/31/1933	12/31/1960	2028		69,863.68
13	755507	Caravan—Vocal Version	Duke Ellington (25), IRVING MILLS (50), JUAN TIZOL (25)	4/19/1937	4/13/1965	2032		67,060.11
14	2109890	SLEIGH RIDE (INSTRUMENTAL) [WW + US Pre & Post ERT Options]	LEROY ANDERSON (100)	12/30/1948	2/23/1976	2043		64,685.65
15	2118980	THAT’S ALL	ROSETTA THARPE (100)	1948	1976	2043		49,356.18
16	3757034	SWEET LORRAINE	CLIFF BURWELL (50), MITCHELL PARISH (50)	12/31/1927	11/3/1954	2022		49,242.37
17	2104381	ST. JAMES INFIRMARY	IRVING MILLS (100)	3/4/1929	2/28/1957	2024		49,157.62
18	2452611	I CAN’T GIVE YOU ANYTHING BUT LOVE	DOROTHY FIELDS (50), JIMMY MC HUGH (50)	3/6/1928	2/28/1956	2023		42,073.16
19	2306473	STORMY WEATHER (KEEPS RAININ’ ALL THE TIME)	HAROLD ARLEN (50), TED KOEHLER (50)	4/13/1933	12/31/1959	2028		40,613.74
20	755540	Mood Indigo	BARNEY BIGARD (33.33), Duke Ellington (33.34), IRVING MILLS (33.33)	2/21/1931	12/31/1958	2029		40,183.59
21	2436326	AIN’T MISBEHAVIN’	HARRY BROOKS (25), ANDY RAZAF (50), FATS WALLER (25)	7/8/1929	7/9/1956	2024		39,430.85
22	795188	Solitude	EDDIE DE LANGE (33.34), Duke Ellington (33.34), IRVING MILLS (33.32)	9/21/1934	9/4/1962	2029		34,808.57
23	2340125	VIEILLE CANAILLE	JACQUES PLANTE (10), SAM THEARD (90)	12/12/1929	12/12/1957	2024		34,397.29
24	3785846	STARS FELL ON ALABAMA	MITCHELL PARISH (50), FRANK S PERKINS (50)	9/14/1934	9/4/1962	2029		31,667.67
25	2110059	TYPEWRITER	LEROY ANDERSON (100)	10/6/1953	8/31/1981	2048		29,444.02
26	755513	East St. Louis Toodle-Oo	Duke Ellington (50), Bub Miley (50)	2/10/1927	3/3/1954	2049		28,673.99
27	2364046	DONA DONA (HARGAIL VERSION)	ARTHUR KEVESS (12.5), TEDDI SCHWARTZ (12.5), SHELDON SECUNDA (12.5), SHOLOM ‘SAMUEL’ SECUNDA (50), AARON ZEITLIN (12.5)	10/1/1940	5/16/1968	2030		25,928.25
28	755550	Sophisticated Lady	Duke Ellington (50), IRVING MILLS (25), MITCHELL PARISH (25)	5/31/1933	5/31/1960	2028		24,538.76
29	2448372	CAROL OF THE DRUM	KATHERINE DAVIS (100)	5/2/1941	10/2/1968	2036		24,064.58
30	3564973	SCARLET RIBBONS (FOR HER HAIR)	EVELYN DANZIG (50), JACK SEGAL (50)	12/13/1949	12/30/1976	2044		22,874.64
31	2423783	YOU RASCAL YOU	SAM THEARD (100)	12/12/1929	12/12/1957	2024		22,221.88
32	2368245	YOU CAN’T LOSE A BROKEN HEART	JAMES JOHNSON (50), FLOURNOY E MILLER (50)	9/19/1949	12/30/1976	2044		21,430.01
33	3163503	FAREWELL BLUES	PAUL MARES (33.34), LEON RAPPOLO (33.33), ELMER SCHOEBEL (33.33)	3/15/1946	3/21/1973	2041		20,472.46
34	2005264	CORRINE CORRINA	BO CHATMAN (33.34), MITCHELL PARISH (33.32), J WILLIAMS (33.34)	12/5/1929	12/3/1957	2024		20,132.70
35	755386	In A Sentimental Mood (Instr.)	DUKE ELLINGTON (100)	11/29/1935	11/29/1962	2030		19,361.87
36	2049843	I’VE GOT THE WORLD ON A STRING	HAROLD ARLEN (50), TED KOEHLER (50)	3/10/1932	11/10/1959	2027		19,324.57
37	759836	Caravan— Instrumental Version	Duke Ellington (50), JUAN TIZOL (50)	4/19/1937	4/13/1965	2032		19,224.11
38	755541	Prelude To A Kiss	Duke Ellington (33.34), IRVING GORDON (33.33), IRVING MILLS (33.33)	9/29/1938	9/8/1966	2033		19,172.45
39	2102873	BUGLER’S HOLIDAY	LEROY ANDERSON (100)	7/8/1954	2/3/1982	2049		15,226.42
40	3763648	HOW’M I DOIN’	LEMUEL FOWLER (50), DON REDMAN (50)	5/26/1932	1970	2027		14,585.68
41	2378336	I’M GETTING SENTIMENTAL OVER YOU	GEORGE BASSMAN (50), NED WASHINGTON (50)	10/21/1932	10/21/1959	2045		14,251.09
42	3798731	AMERICAN SALUTE	MORTON GOULD (100)	3/31/1943	2/17/1971	2038		13,135.40
43	3563580	RED ROSES FOR A BLUE LADY	ROY C BENNETT (50), SID TEPPER (50)	12/30/1948	1/1/1976	2043		12,695.82
44	2108433	THAT JUNGLE JAMBOREE	HARRY BROOKS (25), ANDY RAZAF (50), FATS WALLER (25)	9/17/1929	9/17/1956	2024		12,313.84
45	755505	Black And Tan Fantasy	Duke Ellington (50), Bub Miley (50)	7/16/1927	7/16/1954	2022		10,745.75
46	755519	Azure	Duke Ellington (50), IRVING MILLS (50)	11/17/1937	11/16/1964	2032		10,492.71
47	2104145	I CAN’T BELIEVE THAT YOU’RE IN LOVE WITH ME	CLARENCE GASKILL (50), JIMMY MC HUGH (50)	12/31/1926	12/16/1954	2021		9,938.49
48	3559971	CHEMINEE DU ROI RENE-BUDDE	DARIUS MILHAUD (100)	1939	1967	2034		9,827.12
49	2255641	A CHRISTMAS FESTIVAL	LEROY ANDERSON (100)	11/6/1950	12/9/1977	2045		9,434.55
50	3795728	I SURRENDER, DEAR	HARRY BARRIS (50), GORDON CLIFFORD (50)	1/14/1931	12/29/1958	2026		9,407.27

Accounting Policies

EMI typically makes payments to the Trust of the Contingent Portion in March, June, September and December for the prior calendar quarter. The payments received are accounted for on a cash basis, as are expenses of the Trust. The Declaration of Trust provides for the distribution to the Unit Holders of the amounts received by the Trust in Contingent Portion payments after payment of, or withholdings in connection with, expenses and liabilities of the Trust.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Trust Units are traded on the over-the-counter market and quoted on the OTC Pink Marketplace under the symbol “MMTRS”.

Price Range of Trust Units

The following table sets forth the high and low bid amounts for the Trust Units (as reported by Yahoo! Finance) during each quarter of the two most recent calendar years. Quotations represent inter-dealers prices, without retail markup, markdown, or commission and may not necessarily represent actual transactions.


Calendar Period	High		Low
		$		$
2021
First Quarter		42.00		37.00
Second Quarter		42.00		39.90
Third Quarter		49.00		40.47
Fourth Quarter		66.00		42.00
2022
First Quarter		55.00		48.00
Second Quarter		50.00		40.00
Third Quarter		41.01		31.04
Fourth Quarter		43.00		36.25

Unit Holders

As of December 31, 2022 there were 106 Trust Unit holders of record. The Trust is unable to estimate the total number of persons that beneficially own Trust Units in “street name” through brokers or the other institutions which are the holders of record.

Dividends

The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust. See the table under Part II, Item 6, “Selected Financial Data” for information about cash disbursements made to Unit Holders.

Recent Sales of Unregistered Securities

None.

ITEM 6. SELECTED FINANCIAL DATA

The information set forth below for the five years ended December 31, 2022 is not necessarily indicative of results of future operations, and should be read in conjunction with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes thereto included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report to fully understand factors that may affect the comparability of the information presented below.


Year Ended December 31	Receipts From EMI		Cash Distributions to Unit Holders		Cash Distributions Per Unit*
2022	$	1,127,613	$	800,903	$	2.88
2021	$	1,061,519	$	830,151	$	2.99
2020	$	1,016,712	$	789,444	$	2.84
2019	$	2,058,976	$	1,805,109	$	6.50
2018	$	1,036,335	$	790,184	$	2.85

*	Based on 277,712 Trust Units outstanding

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Copyright Catalogue

The Catalogue is estimated to be composed of over 12,000 music titles, of which approximately 1,430 produced royalty income in recent years. Based on the Listing, the Trust derives its receipts principally from copyrights established in or prior to 1960 in the United States. The receipts fluctuate based on consumer interest in the nostalgia appeal of older songs and the overall popularity of the songs contained in the Catalogue. The Catalogue also generates royalty income in foreign countries in which copyright is claimed.

A number of factors create uncertainties with respect to the Catalogue’s ability to continue to generate royalty income on a continuing, long-term basis for the Trust. These factors include: (i) the effect that foreign and domestic copyright laws and any changes thereto have or will have on renewal rights (e.g., vesting of renewal term rights), (ii) the length of the term of copyright protection under foreign and domestic copyright laws, (iii) reversionary rights that may affect whether EMI is able to retain its rights to the Copyrighted Songs during certain renewal terms (e.g., statutory termination of transfers or “copyright recapture”) and (iv) ongoing disputes regarding the payment and calculation of the Contingent Portion.

The Trust does not own the Catalogue or any copyrights or other intellectual property rights and is not responsible for collecting royalties in connection with the Catalogue. As the current owner and administrator of the Catalogue, EMI is obligated under the Asset Purchase Agreement to use its best efforts to collect all royalties, domestic and foreign, in connection with the Catalogue and to remit a portion of its royalty income to the Trust in accordance with its Contingent Portion payment obligation.

The Trust’s income is dependent, in part, on EMI’s ability to maintain its rights in the Copyrighted Songs through copyright protection. Although Copyrighted Songs may continue to generate royalty revenue after their copyrights have expired, in general as the copyrights for the Copyrighted Songs expire, less royalty income will be generated, and the size of each payment of the Contingent Portion will be reduced accordingly.

Based on the Listing, most of the Top 50 Songs obtained copyright registration under the U.S. Copyright Act of 1909 (the “1909 Act”) between 1926 and 1958. For copyrighted works subject to the 1909 Act, copyright law generally provides for a possible 95 years of copyright protection, subject to certain factors, including the initial registration date of each copyright and compliance with certain statutory provisions including notice and renewal. The Copyright expiration dates for the Top 50 Songs range between 2021 and 2053, as set forth in the Listing.

The Copyrighted Songs are subject to statutory rights of termination of transfers, which may impact whether EMI is able to retain its ownership of the Copyrighted Songs during their respective terms of copyright protection. For copyrights governed by the 1909 Act, this termination right vests at the end of two different renewal terms, which vary for each Copyrighted Song. As the owner of the Catalogue, EMI (and not the Trust) is responsible for administrating the Catalogue and seeking renewals of the Copyrighted Songs. The Asset Purchase Agreement provides that EMI is obligated to use its best efforts to secure renewals.

Contingent Portion Payments

Payments of the Contingent Portion to the Trust are ordinarily made on a quarterly basis, approximately two to three months after a quarter ends. The Trust distributes the amounts it receives in Contingent Portion payments to the Unit Holders after payment of, or withholdings in connection with, expenses and liabilities of the Trust.

The amount of each payment of the Contingent Portion is based on a formula provided in the Asset Purchase Agreement. Prior to the first quarter of 2010, the Contingent Portion was calculated as an amount ranging from 65% to 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty expenses. In addition, the Contingent Portion was guaranteed to be at least a minimum of $167,500 per quarter (the “Minimum Payment Obligation”).

Beginning with the first quarter of 2010, the Asset Purchase Agreement provides for certain changes with respect to the calculation of the Contingent Portion. One such change is that the Minimum Payment Obligation is no longer in effect. The Trust is also of the view that the Contingent Portion payable to the Trust changed to a fixed 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty related expenses (the “New Calculation Method”). However, EMI has disputed that the New Calculation Method is the correct interpretation of the Asset Purchase Agreement. As a result of EMI not applying the New Calculation Method, EMI’s payments of the Contingent Portion have been deficient, in the Trust’s view, by the following amounts (the “Underpayments”):


Quarterly Payment Period	Amount of Deficiency
March 31, 2016	$	79,889
September 30, 2016		37,529
March 31, 2017		85,359
September 30, 2017		41,557
March 31, 2018		98,901
September 30, 2018		75,712
March 31, 2019		71,489
June 30, 2019		41,786
September 30, 2019		68,571
December 31, 2019		42,572
March 31, 2020		40,025
June 30, 2020		15,557
September 30, 2020		40,085
March 31, 2021		42,742
June 30, 2021		43,148
September 30, 2021		38,846
December 31, 2021		38,112
March 31, 2022		0
June 30, 2022		70,709
September 30, 2022		83,438
December 31, 2022		0

Total	$	1,056,027

As of the date hereof, the Trust has not received the Underpayments, and EMI has expressly disagreed with the Trust.

In addition, on October 1, 2020, the Trust engaged Citrin Cooperman & Company LLP, an accounting firm specializing in auditing royalty income (“ Citrin”), to conduct a special audit of the books and records of EMI administered by Sony/ATV to determine the areas and extent of underpayment, if any, of quarterly Contingent Portion payments payable to the Trust for the periods beginning January 1, 2016 and ended December 31, 2020 (the “Audit Period”). Citrin’s final report (the “Citrin Report”) was delivered to the Trustees on April 4, 2022. The Citrin Report identified multiple asserted royalty omissions and expense over-deductions from the Contingent Portion during the Audit Period in addition to the Underpayments. The Trust distributed the Citrin Report to EMI on or about April 13, 2022. EMI has disputed the findings of the Citrin Report. As part of an effort to settle any disagreement regarding the computation or payment of the Contingent Portion, including the Underpayments and the other amounts identified in the Citrin Report, on October 3, 2022, EMI and the Trust executed a Tolling Agreement pursuant to which the parties agreed to suspend, effective as of January 1, 2022, the running of any relevant statute of limitations applicable to any claim relating to the royalty omissions and expense over-deductions identified in the Citrin Report until June 1, 2023.

The Trust can offer no assurance that it will be able to recover any of the Underpayments or other amounts identified in the Citrin Report, or that it will resolve the dispute relating to the New Calculation Method with respect to future payments of the Contingent Portion.

Unit Holder Distributions and Trust Expenses

Recent Payments

During the year ended December 31, 2022, the Trust received a total of $1,127,613 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2022 calendar year. During the year ended December 31, 2021, the Trust received a total of $1,061,519 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2021 calendar year.

Recent Distributions

During the year ended December 31, 2022, the Trust made cash distributions to Unit Holders in the aggregate amount of $800,903 ($2.88 per Trust Unit), as compared to cash distributions to Unit Holders in the aggregate amount of $830,151 ($2.99 per Trust Unit) during the year ended December 31, 2021. For computation details regarding the distributions made during the year ended December 31, 2022, please refer to the Current Report on Form 8-K, which the Trust filed with the Securities and Exchange Commission on December 22, 2022.

Cash and Administrative Expenses

As of December 31, 2022 the Trust had an aggregate of $37,658 in unpaid administrative expenses for services rendered to the Trust. As of March 27, 2023, the Trust had received invoices for an aggregate of $87,981 in unpaid administrative expenses for services rendered to the Trust.

Inflation

The Trust does not believe that inflation has materially affected its activities.

Liquidity and Capital Resources

The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust. See the table headed “Statements of Cash Receipts and Disbursements” under Part II, Item 8, “Financial Statements and Supplementary Data” for information regarding cash disbursements made to Unit Holders for the years ended December 31, 2022 and 2021.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Trustees and Unit Holders of Mills Music Trust

Opinion on the Financial Statements

We have audited the accompanying statements of cash receipts and disbursements of Mills Music Trust (the “Trust”) for each of the years in the

two-year

period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the cash receipts and disbursements of the Trust for each of the years in the

two-year

period ended December 31, 2022, in conformity with the basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America, as described in Note 1 to the financial statements.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an

opinion

on the Trust’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial

statement

that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there were no critical audit matters.

Other Matter

Attention is directed to Note 1 to the financial statements for information concerning a dispute with respect to certain amounts believed to be owed to Mills Music Trust.

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We have served as the Trust’s auditor since 2020.

New York, New York

March 31, 2023


MGI Worldwide is a network of independent audit, tax, accounting and consulting firms. MGI Worldwide does not provide any services and its member firms are not an international partnership. Each member firm is a separate entity and neither MGI Worldwide nor any member firm accepts responsibility for the activities, work, opinions or services of any other member firm. For more information visit www.mgiworld.com/legal

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MILLS MUSIC TRUST

STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS

YEARS ENDED DECEMBER 31, 2022 AND 2021


	2022			2021
Receipts from EMI	$	i 1,127,613		$	i 1,061,519
Undistributed Cash at Beginning of Year		i 46			i 46
Disbursements – Administrative Expenses		( i 322,335	) (1) (2)		( i 231,368	)

Balance Available for Distribution		i 805,324			i 830,197
Cash Distributions to Unit Holders		i 800,903			i 830,151

Undistributed Cash at End of Year	$	i 4,421	(3)	$	i 46

Cash Distributions Per Unit (based on i i 277,712 / Trust Units Outstanding)	$	i 2.88		$	i 2.99

(1)	Includes the aggregate amount of $ i 5,000 paid to Cornick, Garber & Sandler, LLP, the Trust’s former independent registered public accounting firm, for services rendered to the Trust in 2020.

(2)	Administrative expenses in the aggregate amount of $ i 4,375 attributable to Corporate Trustee fees and Corporate Trustee Transfer Agent Registrar fees for the fourth quarter of 2022 were actually paid by the Trust in the first quarter of 2023.

(3)	Includes amounts reserved for administrative expenses in the aggregate amount of $ i 4,375 attributable to Corporate Trustee fees and Corporate Trustee Transfer Agent Registrar fees for the fourth quarter of 2022 which were actually paid in the first quarter of 2023.

See accompanying Notes to Statements of Cash Receipts and Disbursements.

The Trust does not prepare a balance sheet or a statement of cash flows.

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MILLS MUSIC TRUST

NOTES TO STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS

YEARS ENDED DECEMBER 31, 2022 AND 2021

NOTE 1. ACCOUNTING POLICIES AND GENERAL INFORMATION

Organization and Background

Mills Music Trust (the “

Trust

”) was created by a Declaration of Trust, dated i December 3, 1964 (the “

Declaration of Trust

”), for the purpose of acquiring from Mills Music, Inc. (“

Old Mills

”), the right to receive payment of a deferred contingent purchase price obligation (the “

Contingent Portion

”) payable to Old Mills. The obligation to pay the Contingent Portion arose as the result of the sale by Old Mills of its music and lyric copyright catalogue (the “

Catalogue

”) to a newly formed company pursuant to an asset purchase agreement dated December 5, 1964 (the “

Asset Purchase Agreement

”). Pursuant to the Asset Purchase Agreement, payment of the Contingent Portion to the Trust continues until the end of the year in which the last copyright in the Catalogue expires and cannot be renewed.

The Contingent Portion amounts are currently payable by EMI Mills Music Inc. (“

EMI

”), the owner of the copyrighted materials contained in the Catalogue. The Trust has been advised that Sony/ATV Music Publishing LLC (“

Sony/ATV

”) is the administrator and manager of EMI and the Catalogue.

HSBC Bank, USA, N.A. is the Corporate Trustee of the Trust (the “

Corporate Trustee

”), and Lee Eastman and Michael E. Reiss are the Individual Trustees of the Trust (the “

Individual Trustees

” and together with the Corporate Trustee, the “

Trustees

”).

/ i

Proceeds from Contingent Portion Payments

The Trust receives quarterly payments of the Contingent Portion from EMI and distributes the amounts it receives to the registered owners of Trust Certificates (the “

Unit Holders

”) representing interests in the Trust (the “

Trust Units

”), after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The Declaration of Trust provides that these are the Trust’s sole responsibilities and that the Trust is prohibited from engaging in any business activities.

Cash Distributions to Unit Holders

The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust.

Contingent Portion Payments

The amount of each payment of the Contingent Portion is based on a formula provided in the Asset Purchase Agreement. Prior to the first quarter of 2010, the Contingent Portion was calculated as an amount ranging from i 65% to i 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty expenses. In addition, the Contingent Portion was guaranteed to be at least a minimum of $ i 167,500 per quarter (the “

Minimum Payment Obligation

”).

/ /

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New Calculation Method

”). However, EMI has disputed that the New Calculation Method is the correct interpretation of the Asset Purchase Agreement. i As a result of EMI not applying the New Calculation Method, EMI’s payments of the Contingent Portion have been deficient, in the Trust’s view, by the following amounts (the “

Underpayments

”):


Quarterly Payment Period	Amount of Deficiency
March 31, 2016	$	i 79,889
September 30, 2016		i 37,529
March 31, 2017		i 85,359
September 30, 2017		i 41,557
March 31, 2018		i 98,901
September 30, 2018		i 75,712
March 31, 2019		i 71,489
June 30, 2019		i 41,786
September 30, 2019		i 68,571
December 31, 2019		i 42,572
March 31, 2020		i 40,025
June 30, 2020		i 15,557
September 30, 2020		i 40,085
March 31, 2021		i 42,742
June 30, 2021		i 43,148
September 30, 2021		i 38,846
December 31, 2021		i 38,112
March 31, 2022		i 0
June 30, 2022		i 70,709
September 30, 2022		i 83,438
December 31, 2022		i 0

Total	$	i 1,056,027

As of the date hereof, the Trust has not received the Underpayments, and EMI has expressly disagreed with the Trust.

In addition, on October 1, 2020, the Trust engaged Citrin Cooperman & Company LLP, an accounting firm specializing in auditing royalty income (“

Citrin

”), to conduct a special audit of the books and records of EMI administered by Sony/ATV to determine the areas and extent of underpayment, if any, of quarterly Contingent Portion payments payable to the Trust for the periods beginning January 1, 2016 and ended December 31, 2020 (the “

Audit Period

”). Citrin’s final report (the “

Citrin Report

”) was delivered to the Trustees on April 4, 2022. The Citrin Report identified multiple asserted royalty omissions and expense over-deductions from the Contingent Portion during the Audit Period in addition to the Underpayments. The Trust distributed the Citrin Report to EMI on or about April 13, 2022. EMI has disputed the findings of the Citrin Report. As part of an effort to settle any disagreement regarding the computation or payment of the Contingent Portion, including the Underpayments and the other amounts identified in the Citrin Report, on October 3, 2022, EMI and the Trust executed a Tolling Agreement pursuant to which the parties agreed to suspend, effective as of January 1, 2022, the running of any relevant statute of limitations applicable to any claim relating to the royalty omissions and expense over-deductions identified in the Citrin Report until June 1, 2023.

Unit Holder Distributions and Trust Expenses

Recent Payments

During the year ended December 31, 2022, the Trust received a total of $ i 1,127,613 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2022 calendar year. During the year ended December 31, 2021, the Trust received a total of $ i 1,061,519 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2021 calendar year.

Recent Distributions

During the year ended December 31, 2022, the Trust made cash distributions to Unit Holders in the aggregate amount of $ i 800,903 ($ i 2.88 per Trust Unit), as compared to cash distributions to Unit Holders in the aggregate amount of $ i 830,151 ($ i 2.99 per Trust Unit) during the year ended December 31, 2021. For computation details regarding the distributions made during the year ended December 31, 2022, please refer to the Current Report on Form

8-K,

which the Trust filed with the Securities and Exchange Commission on December 22, 2022.

Cash and Administrative Expenses

As of December 31, 2022 the Trust had an aggregate of $ i 37,658 in unpaid administrative expenses for services rendered to the Trust. As of March 27, 2023, the Trust had received invoices for an aggregate of $ i 89,981 in unpaid administrative expenses for services rendered to the Trust.

/ i

Accounting Policies

Payments from EMI to the Trust of the Contingent Portion are typically made in March, June, September and December for the prior calendar quarter. The payments received are accounted for on a cash basis, as are expenses. The Declaration of Trust provides for the distribution of all funds received by the Trust to the Unit Holders after expenses are paid.

The Trust’s financial statements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting, as contemplated by generally accepted accounting principles in the United States. The Trust does not prepare a balance sheet or a statement of cash flows.

NOTE 2. FEDERAL INCOME TAXES

i No provision for income taxes has been made since the liability thereof is that of the Unit Holders and not the Trust.

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NOTE 3. RELATED PARTY TRANSACTIONS

The Trustees are paid in accordance with the Declaration of Trust, which provides that each Trustee shall receive annual compensation of $ i 2,500, provided that such aggregate compensation to the Trustees as a group may not exceed i 3% of the Contingent Portion amounts received by the Trust in any year. The Declaration of Trust also provides for the reimbursement of expenses reasonably incurred in the performance of a Trustee’s duties to the Trust, including clerical and administrative services. Accordingly, the Trustees are entitled to receive annual compensation and reimbursement for services performed for the Trust, including the Corporate Trustee’s services as the Registrar and Transfer Agent of the certificates representing the Trust Units. No expense is being charged or paid by the Trust for the office space and office equipment of the Corporate Trustee that is being utilized for the Trust. The Declaration of Trust also provides that if a Trustee performs unusual or extraordinary services, reasonable compensation for such services shall be paid, subject to the terms and conditions of the Declaration of Trust.

Pursuant to the Declaration of Trust, disbursements were made as follows to the Trustees for the years ended December 31, 2022 and December 31, 2021:


Trustee Fees Paid by the Trust	2022			2021
Individual Trustee fees (1)	$	i 5,000		$	i 5,000
Corporate Trustee fees		i 1,875	(2)		i 2,500
Corporate Trustee Transfer Agent Registrar fees (3)		i 11,250	(2)		i 15,000

Totals	$	i 18,125	(2)	$	i 22,500

(1)	The Individual Trustees were elected on August 29, 2013.

(2)	Corporate Trustee Fees in the aggregate amount of $ i 625 and Transfer Agent Registrar Fees of $ i 3,750, in each case attributable to the fourth quarter of 2022, were actually paid in the first quarter of 2023.

(3)	These services are performed by the Corporate Trustee.

/ / i

NOTE 4. THE COPYRIGHT CATALOGUE

The Catalogue is estimated to be composed of over i 12,000 music titles, of which approximately i 1,430 produced royalty income in recent years. Based on the Listing, the Trust derives its receipts principally from copyrights established in or prior to 1960 in the Unites States. The receipts fluctuate based on consumer interest in the nostalgia appeal of older songs and the overall popularity of the songs contained in the Catalogue. The Catalogue also generates royalty income in foreign countries in which copyright is claimed.

Based on the Listing, most of the Top i 50 Songs obtained copyright registration under the U.S. Copyright Act of 1909 (the “

1909 Act

”) between 1926 and 1958. For copyrighted works subject to the 1909 Act, copyright law generally provides for a possible i 95 years of copyright protection, subject to certain factors, including the initial registration date of each copyright and compliance with certain statutory provisions including notice and renewal. The Copyright expiration dates for the Top 50 Songs range between i 2021 and i 2053, as set forth in the Listing.

/ i

NOTE 5. OTHER MATTERS

None.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in this report under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Trust’s management, which is comprised of the Trust Officer of the Corporate Trustee and the Chief Financial Individual providing accounting services to the Trust, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Trust’s management has evaluated the effectiveness of the design and operation of the Trust’s disclosure controls and procedures as of December 31, 2022. Based upon that evaluation and subject to the foregoing, the Trust’s management concluded that the design and operation of the Trust’s disclosure controls and procedures provided reasonable assurance that the disclosure controls and procedures are effective to accomplish their objectives.

Management’s Annual Report on Internal Control over Financial Reporting

Management of the Trust is responsible for establishing and maintaining adequate internal control over financial reporting for the Trust as defined in Rule 13a-15(f) under the Exchange Act. The Trust’s internal control over financial reporting is designed to provide reasonable assurance to management regarding the preparation and fair presentation of published financial statements and the reliability of financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework. Based on management’s assessment, the Trust believes that, as of December 31, 2022, the Trust’s internal control over financial reporting is effective based on those criteria.

This annual report does not include an attestation report of the Trust’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Trust’s independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Trust to provide only management’s report in this annual report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in the Trust’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act)

during the quarter ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Trust does not have, nor does the Declaration of Trust provide for, officers, a board of directors or any employees. HSBC Bank, USA, N.A. is the Corporate Trustee of the Trust, and Lee Eastman and Michael E. Reiss are the Individual Trustees of the Trust. Pursuant to the Declaration of Trust, Trustees of the Trust serve until their removal, resignation, incapacity, or in the case of Individual Trustees, their death.

HSBC Bank, USA, N.A.—The Corporate Trustee (or its predecessor, Marine Midland Bank) has been the Corporate Trustee of the Trust since February 1965 and is a national banking association organized under the laws of the United States.

Lee Eastman—Mr. Eastman is the principal lawyer at the firm of Eastman & Eastman. He is also responsible for the day to day operations of MPL Communications, Inc. and MPL Music Publishing, Inc. and is a principal of various music publishing interests. Mr. Eastman currently serves as a Trustee of Sesame Workshop. Mr. Eastman graduated from Stanford University in 1992 and from Stanford Law School in 1997. He has served on the Stanford Law School Board of Visitors and has been a guest speaker on the entertainment business at Stanford Law School.

Michael E. Reiss—Mr. Reiss has served on a number of civic, philanthropic and community boards, including the Hinsdale Central High School Foundation, the Chicago Chapter of the Cystic Fibrosis Foundation, the Discovery Science Center of Southern California and the Coach Care Medical Foundation. From 2006 until present, Mr. Reiss has been a Member of Buttonwood Tree Management, LLC and a general partner of Buttonwood Tree Value Partners, LLC, a California investment partnership with investments that include Trust Units of Mills Music Trust. From 2010 until present, Mr. Reiss has served as Trustee for the Peggy J. Wilson Declaration of Trust and the Peggy J. Wilson Irrevocable Life Insurance Trust. Mr. Reiss is responsible for fiduciary management of these trusts, including general operations, investment management and accounting oversight. From 1992 until present, Mr. Reiss has served as President of M.E. Reiss, Ltd. and Chief Administrator and Investment Advisor for the James M. Wilson and Peggy J. Wilson trusts. From 2002 until present, Mr. Reiss has been an investment member of the following companies: McHenry Ventures, LLC, McHenry IL, Lemont Ventures, LLC, Lemont, IL; Buffalo Grove Ventures, LLC, Buffalo, IL; and Green Trails Ventures, LLC, Lisle, IL. Mr. Reiss’s activities in connection with these roles include acquisition and management of commercial real estate investments in the greater Chicago area. Mr. Reiss attended Eastern Illinois University from 1982 until 1986, where he received a Bachelor of Arts degree. Prior to that, Mr. Reiss attended the University of San Diego from 1975 until 1977 and also attended the College of DuPage from 1973 until 1975, where he received an Associate’s Degree.

Code of Ethics

On December 23, 2014, the Trust adopted a code of ethics (as defined in Item 406 of Regulation S-K under the Securities Act of 1933) applicable to the Individual Trustees and the trust officers of the Corporate Trustee. A copy of the Code of Ethics will be provided to any person without charge upon written request to the Trust at its administrative office, c/o HSBC BANK USA, N.A., Corporate Trust, Issuer Services, 452 Fifth Avenue, New York, NY. In addition, the Trust relies on the Corporate Trustee to abide by HSBC Bank, USA, N.A.’s Statement of Business Principles and Code of Ethics, which is available on the Corporate Trustee’s website at https://www.hsbc.com/who-we-are/esg-and-responsible-business/our-conduct.

Audit Committee

The Trust is not a corporate entity and thus does not have an Audit Committee. The Trust has established a policy with regard to audit, audit-related and certain non-audit engagements of its independent auditors. Under this policy, the Trust annually approves certain limited, specified recurring services which may be provided by the Trust’s accountant or independent auditors. All other engagements for services to be performed by the Trust’s independent auditors must be separately pre-approved by the Trust. Joel Faden acts as Chief Financial Individual providing accounting services for the Trust.

ITEM 11. EXECUTIVE COMPENSATION

The Trust does not have, nor does the Declaration of Trust provide for, officers, a board of directors or any executives.

The Trustees are paid in accordance with the Declaration of Trust, which provides that each Trustee shall receive annual compensation of $2,500, provided that such aggregate compensation to the Trustees as a group may not exceed 3% of the Contingent Portion amounts received by the Trust in any year. The Declaration of Trust also provides for the reimbursement of expenses reasonably incurred in the performance of a Trustee’s duties to the Trust, including clerical and administrative services. Accordingly, the Trustees are entitled to receive annual compensation and reimbursement for services performed for the Trust, including the Corporate Trustee’s services as the Registrar and Transfer Agent of the certificates representing the Trust Units. The Declaration of Trust also provides that if a Trustee performs unusual or extraordinary services, reasonable compensation for such services shall be paid, subject to the terms and conditions of the Declaration of Trust. See Note 3, “Related Party Transactions” under Part II, Item 8, “Financial Statements and Supplementary Data” for information regarding payments by the Trust to the Trustees made in accordance with the Declaration of Trust.

The Declaration of Trust does not provide for any bonuses, stock awards, option awards, non-equity incentive plan compensation or nonqualified deferred compensation earnings. The Trust does not have severance agreements nor does it provide post-retirement benefits to any of the Trustees.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

To the best knowledge of the Corporate Trustee as of December 31, 2022, the only persons who beneficially owned more than 5% of the Trust Units are as follows:


Name and Address of Beneficial Owner	Number of Trust Units Owned		Percent of Trust Units Outstanding ⁽¹⁾
MPL Communications, Ltd.⁽²⁾ 41 West 54th Street New York, New York 10019		79,609		28.67	%
Michael Reiss⁽³⁾ 104 West Chestnut Suite 356 Hinsdale, IL 60521		18,385		6.62	%
First Eagle Investment Management, LLC⁽⁴⁾ 1345 Avenue of the Americas NY, NY 10018		31,592		11.38	%

(1)	Based on 277,712 Trust Units outstanding.

(2)	Lee Eastman, an Individual Trustee of the Trust, is responsible for the day to day operations of MPL Communications, Ltd.

(3)	Michael Reiss is an Individual Trustee of the Trust.

(4)	As reported on Schedule 13G/A filed with the SEC on January 30, 2015.

The Trust does not have, nor does the Declaration of Trust provide for, officers, a board of directors or any employees. There were no Trust Units owned or pledged by the Corporate Trustee as of December 31, 2022. The Trust does not have any compensation plans under which the Trust Units are authorized for issuance.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Trust does not have, nor does the Declaration of Trust provide for a board of directors. Pursuant to the Declaration of Trust, trustees of the Trust serve until their removal, resignation, incapacity, or in the case of individual trustees, their death. The Trustees are paid only in accordance with the Declaration of Trust. See Note 3, “Related Party Transactions” under Part II, Item 8, “Financial Statements and Supplementary Data” for information regarding payments by the Trust to the Trustees in accordance with the Declaration of Trust.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

Fees paid to Hoberman & Lesser, CPA’s, LLC for professional services rendered for the audit of the Trust’s annual statement of cash receipts and disbursements and the review of its interim quarterly financial statements included in its quarterly reports on Forms 10-Q aggregated to $31,250 in 2022 and $28,000 in 2021. In addition, in 2022 the Trust paid the aggregate amount of $5,000 to Cornick, Garber & Sandler, LLP, the Trust’s former independent registered public accounting firm, for services rendered to the Trust in 2020.

Audit-Related Fees

$25,250

Tax Fees

None.

All Other Fees—For Quarterly Reviews of Form 10Q

$11,000

Audit Committee

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES


	Page
1. FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm		9-10
Statements of cash receipts and disbursements – years ended December 31, 2022 and 2021		11
Notes to statements of cash receipts and disbursements – years ended December 31, 2022 and 2021		12
2. FINANCIAL STATEMENT SCHEDULES
3. EXHIBITS


Exhibit No.		Description

4(a)		Declaration of Trust dated as of December 3, 1964⁽¹⁾

4(b)		Asset Purchase Agreement dated December 5, 1964⁽²⁾

31.1		Certification by the Chief Financial Individual providing accounting services pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification by the Trust Officer of the Corporate Trustee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification by the Chief Financial Individual providing accounting services pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification by the Trust Officer for the Corporate Trustee Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL (eXtensible Business Reporting Language) Instance Document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1)	Incorporated by reference to Exhibit 4.1 to the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

(2)	Incorporated by reference to Exhibit 4.2 to the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

*	Furnished, not filed

ITEM 16. FORM 10-K SUMMARY

Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. The Trust has elected not to include such summary information.


March 31, 2023		Mills Music Trust
		(Registrant)

	By:	/s/ *Garfield Barrett*
		Garfield Barrett
		Trust Officer of the Corporate Trustee
		HSBC Bank USA, N.A.

This ‘10-K’ Filing	Date	Other Filings

	6/1/23
Filed on:	3/31/23
	3/27/23	8-K
For Period end:	12/31/22
	12/22/22	8-K
	10/3/22
	9/30/22	10-Q
	6/30/22	10-Q
	4/13/22
	4/4/22
	3/31/22	10-K, 10-Q
	1/1/22
	12/31/21	10-K
	9/30/21	10-Q
	6/30/21	10-Q
	3/31/21	10-K, 10-Q
	12/31/20	10-K
	10/1/20
	9/30/20	10-Q
	6/30/20	10-Q
	3/31/20	10-Q
	12/31/19	10-K
	9/30/19	10-Q
	6/30/19	10-Q
	3/31/19	10-Q
	9/30/18	10-Q
	3/31/18	10-Q
	9/30/17	10-Q
	3/31/17	10-K, 10-Q
	9/30/16	10-Q
	3/31/16	10-Q, 8-K
	1/1/16
	1/30/15	SC 13G/A
	12/23/14	8-K
	8/29/13	8-K, DEF 14C
	12/31/04	10-K, 10-K/A
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