2025-11-14T11:42:18-06:00 2024-12-31 135565207 KPMG LLP 8350 BROAD STREET SUITE 900 MCLEAN VA 22102 990 2024-01-01 760742496 SOUNDEXCHANGE INC SOUN 2026405858 733 10TH ST NW 10TH FL WASHINGTON DC 20001 ANJULA SINGH CFO & COO 2026405858 2025-11-12 1 0 BRIAN KEARNS P02061479 7032868000 2025-11-04 2024 2025-03-06 01:10:19Z MICHAEL J HUPPE 733 10TH ST NW 10TH FL WASHINGTON DC 20001 95229752 0 X WWW.SOUNDEXCHANGE.COM X 2003 DE SOUNDEXCHANGE IS THE PREMIER MUSIC TECH ORGANIZATION ON A MISSION TO POWER THE (SEE SCHEDULE O) 17 17 250 17 1015915 41621 0 0 72492989 66605595 23793586 26526821 2949090 2097336 99235665 95229752 0 29000 0 0 37409864 41208044 0 0 0 43977483 46173882 81387347 87410926 17848318 7818826 818772709 778089857 745527864 694095030 73244845 83994827 X SEE SCHEDULE O 0 0 SOUNDEXCHANGE PROVIDES A FULL SUITE OF INNOVATIVE TECHNOLOGY SOLUTIONS FOR THE ENTIRE MUSIC INDUSTRY, SERVING LABELS, ARTISTS, PRODUCERS, AND PUBLISHERS. INDEPENDENTLY FORMED IN 2003 TO BUILD A FAIRER, SIMPLER, AND MORE EFFICIENT MUSIC INDUSTRY, SOUNDEXCHANGE COLLECTS AND DISTRIBUTES DIGITAL PERFORMANCE ROYALTIES ON BEHALF OF MORE THAN 749,000 RECORDING ARTISTS AND SOUND RECORDING RIGHTS OWNERS AND GROWING. THROUGH PROPRIETARY MUSIC TECH SOLUTIONS, SOUNDEXCHANGE TRANSFORMS BILLIONS OF LINES OF MUSIC STREAMING DATA INTO ACCURATE AND TIMELY REVENUE, WITH 90% OF ROYALTIES PAID OUT WITHIN 45 DAYS OF RECEIPT. SOUNDEXCHANGE HAS PAID OUT MORE THAN $11 BILLION TO CREATORS SINCE ITS INCEPTION. 0 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 1 0 1 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 39447 0 1 250 1 1 1 1 UK CA 0 0 0 0 1 0 X 17 17 0 0 0 0 0 0 0 1 0 0 0 0 1 1 1 1 1 1 1 0 DC X ANJULA SINGH 2026405870 733 10TH STREET NW 10TH FL WASHINGTON DC 20001 AARON HARRISON DIRECTOR 1.00 0.00 X 0 0 0 ALASDAIR MCMULLAN DIRECTOR 1.00 0.00 X 0 0 0 DARIUS VAN ARMAN DIRECTOR 1.00 0.00 X 0 0 0 DAVID BYRNE DIRECTOR 1.00 0.00 X 0 0 0 DUNCAN CRABTREE-IRELAND DIRECTOR 1.00 0.00 X 0 0 0 JAY L COOPER DIRECTOR 1.00 0.00 X 0 0 0 JEFF WALKER DIRECTOR 1.00 0.00 X 0 0 0 JESSICA GOLDENBERG DIRECTOR 1.00 0.00 X 0 0 0 JON GLASS DIRECTOR 1.00 0.00 X 0 0 0 LAURIE SORIANO DIRECTOR 1.00 0.00 X 0 0 0 MARTHA REEVES DIRECTOR 1.00 0.00 X 0 0 0 MICHAEL HAUSMAN DIRECTOR 1.00 0.00 X 0 0 0 MITCH GLAZIER DIRECTOR 1.00 0.00 X 0 0 0 PATRICK RAINS DIRECTOR 1.00 0.00 X 0 0 0 RICHARD BURGESS DIRECTOR 1.00 0.00 X 0 0 0 TINO GAGLIARDI DIRECTOR 1.00 0.00 X 0 0 0 VICTOR ZARAYA DIRECTOR 1.00 0.00 X 0 0 0 MICHAEL J HUPPE PRESIDENT & CEO 40.00 1.00 X 1905327 0 55090 ANJULA SINGH CFO & COO 40.00 1.00 X 944352 0 32926 TIMOTHY A DADSON GENERAL COUNSEL 40.00 1.00 X 607313 0 53068 LUIS F HECTOR BONILLA CTO 40.00 1.00 X 654641 0 53068 KATHLEEN STROUSE SVP, OPERATIONS 40.00 1.00 X 484068 0 41243 EMILY A FULP SVP, EXEC. OFFICE & COMMUN 40.00 1.00 X 495182 0 53038 BRIEANNE E JACKSON DEPUTY GENERAL COUNSEL 40.00 1.00 X 411360 0 49931 PETER KARAFOTAS SVP, GOV. REL. & CLIENT ENGAGEMENT 40.00 1.00 X 439257 0 52814 PAUL GILLS SVP, OPS. & CLIENT ENGAGEMENT 40.00 1.00 X 415995 0 43314 6357495 0 434492 117 0 1 0 COMPASS LEXECON 16071 MELFORD BLVD STE 200 BOWIE MD 20175 LEGAL CONSULTING 6712250 MILBANK LLP 55 HUDSON YARDS NEW YORK NY 10001 LEGAL COUNSEL 5836933 AMAZON WEB SERVICES PO BOX 84023 SEATTLE WA 981248423 CLOUD COMPUTING SVC 3971617 SOLUTION STREET LLC 505 HUNTMAR PARK DRIVE STE 225 HERNDON VA 20170 IT CONSULTING 2758864 AAJ INTERACTIVE TECHNOLOGIES LLC 6625 BELLE CHASE COURT GAITHERSBURG MD 20882 IT CONSULTING 2115682 47 ROYALTY COLLECTION 900099 52592447 52592447 UNCLAIMED FUNDS 900099 10595779 10595779 BAD DEBT RECOVERY 900099 2021711 2021711 COST RECOVERY FEES 900099 1395658 1395658 66605595 26526821 168106 26358715 REIMBURSED SVCS INCOME 900099 1300336 1249527 50809 PLATFORM FEE 900099 795000 795000 MISCELLANEOUS INCOME 900099 2000 2000 2097336 95229752 67855122 1015915 26358715 29000 4305786 30251882 1347748 2834597 2468031 2758960 302003 313931 715595 4469348 394150 551780 11928249 3682977 1391024 920585 169669 12054637 922995 BAD DEBT EXPENSE 2021711 COST RECOVERY 1395658 BANK FEES 385500 UBTI TAX EXPENSE 6980 1788130 87410926 10165056 17736575 64426854 71771964 164682274 159247956 17807843 22147416 1959656 2160471 73860084 41990317 27536958 31869767 480279595 410955666 51914473 62200042 818772709 778089857 14158290 16148876 23198020 27691384 708171554 650254770 745527864 694095030 X 73244845 83994827 73244845 83994827 818772709 778089857 X 7818826 772543 2158613 X X 0 1 X 1 0 1692649 769574 923075 2119186 1379432 739754 70048249 39841311 30206938 31869767 INVESTMENTS IN SUBSIDIARIES 26574990 RIGHT OF USE (ROU-ASSET) 14589472 CAPITAL LICENSING COSTS, NET 20026618 457(B) RETIREMENT PLAN ASSET 910250 OTHER DEPOSITS 98712 62200042 358 FUNDS HELD IN AGENCY 616501387 RIGHT OF USE (ROU-LIABILITY) 17772809 DUE TO MEMBERS 10161882 LOANS FROM MEMBERS 4890218 457(B) RETIREMENT PAYABLE 910250 CAPITAL LEASES PAYABLE 17604 DUE TO AFFILIATES 262 650254770 X PART X, LINE 2: UNDER U.S GAAP, AN ORGANIZATION MUST RECOGNIZE AN INCOME TAX BENEFIT OR EXPENSE FOR INCOME TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN, ONLY WHEN IT IS DETERMINED THAT THE INCOME TAX POSITION WILL MORE-LIKELY-THAN-NOT BE SUSTAINED UPON EXAMINATION BY TAXING AUTHORITIES. THE ORGANIZATION ANALYZED TAX POSITIONS TAKEN FOR FILING WITH THE INTERNAL REVENUE SERVICE AND ALL STATE JURISDICTIONS WHERE IT OPERATES. THE ORGANIZATION BELIEVES THAT INCOME TAX FILING POSITIONS WILL BE SUSTAINED UPON EXAMINATION AND DOES NOT ANTICIPATE ANY ADJUSTMENTS THAT WOULD RESULT IN A MATERIAL ADVERSE EFFECT ON THE ORGANIZATION'S FINANCIAL CONDITION, RESULTS OF OPERATIONS OR CASH FLOWS. ACCORDINGLY, THE ORGANIZATION HAS NOT RECORDED ANY RESERVES, OR RELATED ACCRUALS FOR INTEREST AND PENALTIES FOR UNCERTAIN INCOME TAX POSITIONS AT DECEMBER 31, 2024 AND 2023. THE ORGANIZATION IS SUBJECT TO ROUTINE AUDITS BY TAXING JURISDICTIONS. THERE ARE CURRENTLY NO AUDITS FOR ANY TAX PERIODS. THE ORGANIZATION BELIEVES IT IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS FOR YEARS PRIOR TO 2021. PART X - FUNDS HELD IN AGENCY ROYALTIES PAYMENTS ARE DUE 45 DAYS AFTER THE END OF THE MONTH. A RECEIVABLE AND CORRESPONDING LIABILITY ARE RECORDED FOR ROYALTIES RELATING TO 2024, BUT COLLECTED AFTER DECEMBER 31, 2024. THE FUNDS HELD IN AGENCY BALANCE OF $616,501,387 AT DECEMBER 31, 2024 INCLUDED A $155,449,832 ACCRUAL FOR SUCH ROYALTIES. EUROPE 0 1 PROGRAM SERVICES CONF & MEETINGS 100539 NORTH AMERICA 0 0 PROGRAM SERVICES CONF & MEETINGS 12376 MIDDLE EAST AND NORTH AFRICA 0 0 PROGRAM SERVICES CONF & MEETINGS 37926 SUB-SAHARAN AFRICA 0 0 PROGRAM SERVICES CONF & MEETINGS 8583 0 1 0 0 0 1 159424 0 159424 0 0 1 0 0 0 0 MUSICARES 3030 OLYMPIC BOULEVARD SANTA MONICA CA 90404 954470909 501 (C)(3) 29000 0 EVENT SPONSORSHIP 1 0 X X X 1 1 X X X X 0 0 0 MICHAEL J HUPPE PRESIDENT & CEO 1867855 0 0 0 37472 0 17250 0 37840 0 1960417 0 0 0 ANJULA SINGH CFO & COO 736960 0 180000 0 27392 0 17250 0 15676 0 977278 0 0 0 LUIS F HECTOR BONILLA CTO 545249 0 105000 0 4392 0 17250 0 35818 0 707709 0 0 0 TIMOTHY A DADSON GENERAL COUNSEL 525921 0 77000 0 4392 0 17250 0 35818 0 660381 0 0 0 EMILY A FULP SVP, EXEC. OFFICE & COMMUN 411042 0 80000 0 4140 0 17250 0 35788 0 548220 0 0 0 KATHLEEN STROUSE SVP, OPERATIONS 408068 0 76000 0 0 0 17250 0 23993 0 525311 0 0 0 PETER KARAFOTAS SVP, GOV. REL. & CLIENT ENGAGEMENT 415657 0 20000 0 3600 0 17250 0 35564 0 492071 0 0 0 BRIEANNE E JACKSON DEPUTY GENERAL COUNSEL 362268 0 48300 0 792 0 17250 0 32681 0 461291 0 0 0 PAUL GILLS SVP, OPS. & CLIENT ENGAGEMENT 347279 0 68188 0 528 0 17250 0 26064 0 459309 0 0 0 SCHEDULE J PART I, LINE 1A: OUR POLICY IS NOT TO PROVIDE FOR FIRST CLASS TRAVEL; HOWEVER, SOME DOMESTIC AIRLINES CLASSIFY THEIR BUSINESS CLASS AS FIRST CLASS ON SHORTER FLIGHTS. IN 2024, A FEW FLIGHTS WERE CLASSIFIED UNDER FIRST CLASS OUR PRESIDENT AND CEO IS PERMITTED SPOUSAL COMPANION TRAVEL REIMBURSEMENT FOR REASONABLE TRAVEL COSTS ANNUALLY. WHERE APPLICABLE, FIRST CLASS TRAVEL AND SPOUSAL COMPANION TRAVEL WAS INCLUDED AS A TAXABLE BENEFIT, AND THE TAX ON THESE AMOUNTS WERE GROSSED UP FOR EMPLOYEES. WHERE APPLICABLE, THE TAX ON SHORT-TERM AND LONG-TERM DISABILITY IS GROSSED UP FOR EMPLOYEES. FORM 990 PART I, LINE 1: FUTURE OF MUSIC. IT WAS INDEPENDENTLY FORMED IN 2003 TO BUILD FAIRER, SIMPLER, AND MORE EFFICIENT MUSIC INDUSTRY THROUGH TECHNOLOGY, DATA, AND ADVOCACY. THE ONLY ORGANIZATION DESIGNATED BY THE U.S. GOVERNMENT TO ADMINISTER THE SECTION 114 SOUND RECORDING LICENSE, SOUNDEXCHANGE COLLECTS AND DISTRIBUTES DIGITAL PERFORMANCE ROYALTIES ON BEHALF OF 749,000 RECORDING ARTISTS AND SOUND RECORDING RIGHTS OWNERS AND GROWING. FORM 990, PART I, LINE 5: AS OF DECEMBER 31, 2024, SOUNDEXCHANGE HAD 222 EMPLOYEES. FORM 990 PART III, LINE 1: SOUNDEXCHANGE IS THE PREMIER MUSIC TECH ORGANIZATION ON A MISSION TO POWER THE FUTURE OF MUSIC. INDEPENDENTLY FORMED IN 2003, THE NON-PROFIT DEVELOPS AND IMPLEMENTS INNOVATIVE, EFFICIENT, AND TRUSTED FINANCIAL-TECH AND DATA MANAGEMENT SOLUTIONS FOR THE GLOBAL MUSIC MARKETPLACE, INCLUDING PROVIDING TECHNOLOGY AND ROYALTY SOLUTIONS FOR SOUND RECORDINGS AND MUSIC PUBLISHING, AND SERVING AS THE CRITICAL BACKBONE TO TODAY'S DIGITAL MUSIC INDUSTRY. THROUGH TECHNOLOGY, DATA AND ADVOCACY, SOUNDEXCHANGE ENDEAVORS TO MAKE THE BUSINESS OF MUSIC FAIRER, SIMPLER, AND MORE EFFICIENT. THE ORGANIZATION REPRESENTS APPROXIMATELY 749,000 RECORDING ARTISTS AND SOUND RECORDING RIGHTS OWNERS INCLUDING MAJOR AND INDEPENDENT RECORD LABELS, FOR THE COLLECTION AND DISTRIBUTION OF ROYALTIES FOR PUBLIC PERFORMANCE OF THEIR WORK ON NON-INTERACTIVE DIGITAL RADIO SERVICES. SOUNDEXCHANGE ALSO ADMINISTERS DIRECT NON-STATUTORY LICENSING ARRANGEMENTS BETWEEN SOUND RECORDING COPYRIGHT OWNERS AND SERVICES PERFORMING THEIR SOUND RECORDINGS AND COLLECTS, AND DISTRIBUTES ROYALTIES RECEIVED FROM FOREIGN COLLECTIVE MANAGEMENT ORGANIZATIONS ON BEHALF OF ITS MEMBERS. SOUNDEXCHANGE ALSO ADVOCATES FOR CREATORS' RIGHTS, SEEKING ROYALTY STRUCTURES THAT PROTECT THE VALUE OF MUSIC FOR ARTISTS, ENSURING THEY ARE PAID FAIRLY NO MATTER WHERE THEIR MUSIC IS PLAYED. THE LIBRARY OF CONGRESS HAS DESIGNATED SOUNDEXCHANGE TO ADMINISTER THE STATUTORY LICENSES FOR NON-INTERACTIVE DIGITAL RADIO SERVICES AND 3,000 OTHER DIGITAL MUSIC SERVICES. TO DATE, SOUNDEXCHANGE HAS DISTRIBUTED OVER $11 BILLION IN ROYALTIES, AND DISTRIBUTED OVER $1 BILLION IN 2024, THROUGH PROPRIETARY MUSIC TECH SOLUTIONS THAT TURN DATA INTO ACCURATE REVENUE. FORM 990, PART VI, SECTION A, LINE 8B SOUNDEXCHANGE DOES NOT KEEP WRITTEN MINUTES OF ALL OF ITS COMMITTEE MEETINGS. IN PARTICULAR, WE DO NOT KEEP MINUTES OF OUR LICENSING COMMITTEE OR FINANCE COMMITTEE MEETINGS DUE TO THE SENSITIVITY OF MATTERS DISCUSSED IN THOSE MEETINGS. OUR GOVERNING DOCUMENTS MAKE CLEAR THAT MINUTES ARE NOT MANDATORY. WE DO KEEP WRITTEN MINUTES OF ALL BOARD MEETINGS. FORM 990, PART VI, SECTION B, LINE 11B MANAGEMENT WILL REVIEW THE 990 PRIOR TO FILING. A COPY OF THE FILED 990 WILL BE PROVIDED TO THE FULL BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 12C THE SOUNDEXCHANGE GOVERNANCE MANUAL REQUIRES THE DISCLOSURE OF ANY POTENTIAL CONFLICTS OF INTEREST. IN ADDITION, THE MEMBERS OF THE BOARD OF DIRECTORS AND OFFICERS OF THE COMPANY COMPLETE AN ANNUAL QUESTIONAIRE THAT ASKS IF THERE HAVE BEEN ANY CONFLICTS OF INTEREST IN THE REPORTING YEAR. FORM 990, PART VI, SECTION B, LINE 15 THE COMPENSATION COMMITTEE, COMPRISING OF MEMBERS OF THE BOARD OF DIRECTORS, CONSIDERS EXTERNAL SALARY DATA, SCOPE AND COMPLEXITY OF THE RESPONSIBILITIES OF THE POSITION, IN DETERMINING, AND RECOMMENDING TO THE FULL BOARD FOR APPROVAL, THE PRESIDENT AND CEO'S EXECUTIVE COMPENSATION. THE PRESIDENT AND CEO ASSESSES COMPENSATION FOR THE OFFICERS AND OTHER EXECUTIVE TEAM MEMBERS BY UTILIZING RELEVANT EXTERNAL COMPARABLE SALARY DATA FOR LIKE RESPONSIBILITIES AT NOT-FOR-PROFIT ORGANIZATIONS, EXPERIENCE AND ANNUAL REVIEW PROCESS. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS ARE NOT MADE AVAILABLE TO THE PUBLIC. THE CONFLICT-OF-INTEREST DOCUMENTS ARE NOT MADE AVAILABLE TO THE PUBLIC. A NON-GAAP VERSION OF THE FINANCIAL STATEMENTS IS MADE AVAILABLE ON SOUNDEXCHANGE'S WEBSITE. FORM 990, PART XI, LINE 9: MEMBER CONTRIBUTION 2,158,613. PART XII, LINE 2C: OVERSIGHT OF AUDIT: THERE HAVE BEEN NO CHANGES DURING THE YEAR IN THE PROCESS FOR OVERSIGHT OF THE AUDIT OF THE FINANCIAL STATEMENTS. 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