2016-11-11T08:03:54-06:00 2015-12-31 BDO USA LLP 8401 GREENSBORO DRIVE SUITE 800 MCLEAN VA 22102 990 2015-01-01 760742496 SOUNDEXCHANGE INC % ANJULA SINGH SOUN 2026405858 733 10th Street NW 10th FL WASHINGTON DC 20001 ANJULA K SINGH CFO 2026405870 2016-11-10 true Joyce Underwood P00022361 7038930600 2016-11-10 2015 2017-02-10 21:41:12Z Michael J Huppe 733 10th Street NW 10th FL WASHINGTON DC 20001 47876057 false X WWW.SOUNDEXCHANGE.COM X 2003 DE SoundExchange's primary exempt purpose is to collect and distribute to collect and distribute royalties for sound recording copyright owners, featured artists, and non-featured artists. 18 18 179 18 0 0 0 41323975 46717589 1133345 1158468 0 0 42457320 47876057 0 0 0 0 15789627 18442264 0 0 0 26420511 27683297 42210138 46125561 247182 1750496 431620766 479947302 430564585 477054283 1056181 2893019 X SOUNDEXCHANGE IS THE NONPROFIT ORGANIZATION AT THE CENTER OF DIGITAL MUSIC, DEVELOPING SOLUTIONS TO BENEFIT THE ENTIRE MUSIC INDUSTRY. THE ORGANIZATION COLLECTS AND DISTRIBUTES DIGITAL PERFORMANCE ROYALTIES ON BEHALF OF MORE THAN 130,000 RECORDING ARTISTS AND MASTER RIGHTS OWNERS ACCOUNTS. TO DATE, SOUNDEXCHANGE HAS PAID OUT MORE THAN $3.5 BILLION IN ROYALTIES. ESTABLISHED IN THE DIGITAL AGE, SOUNDEXCHANGE USES TRUSTED INFORMATION AND INNOVATIVE SOLUTIONS THAT POWER THE MODERN GLOBAL MUSIC COMMUNITY SO WE CAN PAY CREATORS TRANSPARENTLY, ACCURATELY AND EFFICIENTLY. SOUNDEXCHANGE FIGHTS FOR ROYALTY STRUCTURES THAT RECOGNIZE THE VITAL ROLE THAT THE CREATORS OF MUSIC PLAY FOR DIGITAL SERVICES. THE LIBRARY OF CONGRESS HAS DESIGNATED SOUNDEXCHANGE TO ADMINISTER THE STATUTORY LICENSES THAT ALLOW DIGITAL MUSIC SERVICES INCLUDING PANDORA, SIRIUSXM AND MUSIC CHOICE AND 2,500 OTHER DIGITAL MUSIC SERVICES TO PLAY YOUR MUSIC. SOUNDEXCHANGE ALSO DEVELOPS TECHNOLOGY SOLUTIONS TO IMPROVE ALL ASPECTS O false false SOUNDEXCHANGE IS THE NONPROFIT ORGANIZATION AT THE CENTER OF DIGITAL MUSIC, DEVELOPING SOLUTIONS TO BENEFIT THE ENTIRE MUSIC INDUSTRY. THE ORGANIZATION COLLECTS AND DISTRIBUTES DIGITAL PERFORMANCE ROYALTIES ON BEHALF OF MORE THAN 130,000 RECORDING ARTISTS AND MASTER RIGHTS OWNERS ACCOUNTS. TO DATE, SOUNDEXCHANGE HAS PAID OUT MORE THAN $3.5 BILLION IN ROYALTIES. ESTABLISHED IN THE DIGITAL AGE, SOUNDEXCHANGE USES TRUSTED INFORMATION AND INNOVATIVE SOLUTIONS THAT POWER THE MODERN GLOBAL MUSIC COMMUNITY SO WE CAN PAY CREATORS TRANSPARENTLY, ACCURATELY AND EFFICIENTLY. SOUNDEXCHANGE FIGHTS FOR ROYALTY STRUCTURES THAT RECOGNIZE THE VITAL ROLE THAT THE CREATORS OF MUSIC PLAY FOR DIGITAL SERVICES. THE LIBRARY OF CONGRESS HAS DESIGNATED SOUNDEXCHANGE TO ADMINISTER THE STATUTORY LICENSES THAT ALLOW DIGITAL MUSIC SERVICES INCLUDING PANDORA, SIRIUSXM AND MUSIC CHOICE AND 2,500 OTHER DIGITAL MUSIC SERVICES TO PLAY YOUR MUSIC. SOUNDEXCHANGE ALSO DEVELOPS TECHNOLOGY SOLUTIONS TO IMPROVE ALL ASPECTS OF ROYALTY ADMINISTRATION TO ENSURE FAST AND ACCURATE PAYMENTS. THE ORGANIZATION REPRESENTS RECORDING ARTISTS - FROM UNSIGNED A CAPPELLA TO ACID ROCK TO MULTI-PLATINUM STARS AND MASTER RIGHTS OWNERS INCLUDING MAJOR AND INDEPENDENT RECORD LABELS. IT'S SOUNDEXCHANGE'S JOB TO ENSURE THAT ALL ARTISTS AND RIGHTS OWNERS ARE FAIRLY COMPENSATED WHEN THEIR WORK IS BROADCAST BY NON-INTERACTIVE DIGITAL RADIO. WE ARE COMMITTED TO ADVANCING CREATIVE GROWTH AND HAVE DELIVERED MORE THAN $3.5 BILLION IN DIGITAL ROYALTIES TO ARTISTS AND RIGHTS OWNERS. SOUNDEXCHANGE ALSO ADMINISTERS NON-STATUTORY LICENSING ARRANGEMENTS BETWEEN SOUND RECORDING COPYRIGHT OWNERS AND SERVICES PERFORMING THE WORKS OF THOSE SOUND RECORDING COPYRIGHT OWNERS AND COLLECTS AND DISTRIBUTES ROYALTIES RECEIVED FROM FOREIGN COLLECTIVE MANAGEMENT ORGANIZATIONS ON BEHALF OF ITS MEMBERS. BEING A TRUSTED RESOURCE, SOUNDEXCHANGE IS THE CENTER OF DIGITAL MUSIC AND IS COMMITTED TO DELIVERING EXCEPTIONAL SERVICE. SOUNDEXCHANGE'S ADVOCACY EFFORTS ARE FOCUSED ON PROTECTING THE LONG-TERM VALUE OF MUSIC AND THE RIGHTS OF THE CREATORS OF SOUND RECORDINGS, THE RECORDING ARTISTS WHO PERFORM THEM AND THE RECORD LABELS WHO INVEST IN THEM. WE BELIEVE EVERYONE INVOLVED IN THE CREATIVE PROCESS THAT BRINGS MUSIC TO LIFE DESERVES TO BE FAIRLY COMPENSATED. SOUNDEXCHANGES GUIDING PRINCIPLE IS SIMPLE: ALL CREATORS SHOULD RECEIVE FAIR PAY, ON ALL PLATFORMS, WHENEVER THEIR MUSIC IS USED. false false false false false false false false false true false false false true true true false false false false false false false false false false false false true false false false false false false false false false false false false false false true 28674 0 true 179 true false false false false false false X 18 18 false false false false false false false true false false false false true true true true false true true false DC X ANJULA SINGH 2026405870 733 10TH STREET NW 10TH FL WASHINGTON DC 20001 X DAVID BYRNE DIRECTOR 1.0 0.0 X 0 0 0 JAY L COOPER DIRECTOR 1.0 0.0 X 0 0 0 DUNCAN CRABTREE-IRELAND DIRECTOR 1.0 0.0 X 0 0 0 ANDREA FINKELSTEIN DIRECTOR 1.0 0.0 X 0 0 0 RAY HAIR DIRECTOR 1.0 0.0 X 0 0 0 JEFF HARLESTON DIRECTOR 1.0 0.0 X 0 0 0 MICHAEL HAUSMAN DIRECTOR 1.0 0.0 X 0 0 0 STEVEN MARKS DIRECTOR 1.0 0.0 X 0 0 0 WALTER MCDONOUGH FORMER DIRECTOR (Jan-Mar 2015) 1.0 0.0 X 0 0 0 KENDALL MINTER DIRECTOR 1.0 0.0 X 0 0 0 MOLLY NEUMAN FORMER DIRECTOR (Jan-Dec 2015) 1.0 0.0 X 0 0 0 PATRICK RAINS DIRECTOR 1.0 0.0 X 0 0 0 MARTHA REEVES DIRECTOR 1.0 0.0 X 0 0 0 PERRY RESNICK DIRECTOR 1.0 0.0 X 0 0 0 PAUL ROBINSON DIRECTOR 1.0 0.0 X 0 0 0 CARY SHERMAN DIRECTOR 1.0 0.0 X 0 0 0 DARIUS VAN ARMAN DIRECTOR 1.0 0.0 X 0 0 0 JEFF WALKER DIRECTOR 1.0 0.0 X 0 0 0 VICTOR ZARAYA DIRECTOR 1.0 0.0 X 0 0 0 MICHAEL J HUPPE PRESIDENT & CEO 40.0 0.0 X 1001053 0 35354 JONATHAN BENDER CHIEF OPERATING OFFICER 40.0 0.0 X 462768 0 34374 CHARLES COLIN RUSHING SENIOR VP & GENERAL COUNSEL 40.0 0.0 X 430937 0 34374 ANJULA SINGH CHIEF FINANCIAL OFFICER 40.0 0.0 X 363489 0 23269 SCOTT DAY CHIEF TECHNOLOGY OFFICER 40.0 0.0 X 400989 0 17255 MARK EISENBERG SR VP STRATEGIC INITIATIVES 40.0 0.0 X 367555 0 30013 JULIA MASSIMINO VICE PRES GLOBAL PUBLIC POLICY 40.0 0.0 X 315953 0 34317 BARRY LEVINE VICE PRES INDUSTRY RELATIONS 40.0 0.0 X 288289 0 12954 JACQUELINE PETERSON SENIOR VICE PRES COMMUNICATION 40.0 0.0 X 276102 0 13486 REID BADGETT SENIOR DIRECTOR IT 40.0 0.0 X 235391 0 27917 4142526 0 263313 47 false true false Munger Tolles Olson LLP 355 South Grand Avenue LOS ANGELES CA 90071 Legal 7934797 ACUMEN SOLUTIONS LLC 1660 INTERNATIONAL DRIVE 5TH FLOOR MCLEAN VA 22102 IT CONSULTING 2060801 TIGER TEAM CONSULTING LLC 11781 LEE JACKSON MEMORIAL HWY STE FAIRFAX VA 22033 IT CONSULTING 1933916 TEN MILE SQUARE TECHNOLOGIES LLC 803 WEST BROAD STREET SUITE 210 FALLS CHURCH VA 22046 IT CONSULTING 1460978 SOLUTION STREET LLC 505 HUNTMAR PARK DRIVE SUITE 225 HERNDON VA 20170 IT CONSULTING 1379065 36 0 ROYALTY COLLECTION 900099 33265576 33265576 UNCLAIMED FUNDS INCOME 900099 8613266 8613266 BAD DEBT RECOVERY 900099 2979853 2979853 COST RECOVERY FEES 900099 1858894 1858894 46717589 1158468 1158468 0 0 0 0 0 0 0 0 0 0 47876057 46717589 1158468 0 0 0 0 2774873 0 13180849 550058 930762 1005722 0 1305702 138442 276306 0 487756 1716703 170202 537845 6584996 0 2356801 1012309 0 340565 0 0 6645103 261944 BAD DEBT 2979853 COST RECOVERY 1858894 ALL OTHER EXPENSES 1009876 46125561 100 1925888 0 0 0 0 130229309 147578853 0 0 0 0 0 0 0 0 966498 1321689 30221757 13002612 14798887 17219145 269807880 288439011 0 0 0 0 0 0 15818092 23462716 431620766 479947302 5584012 4582699 0 0 3245602 3244515 0 0 0 0 0 0 0 0 0 0 421734971 469227069 430564585 477054283 X 1056181 2893019 0 0 0 0 1056181 2893019 431620766 479947302 1750496 86342 X X false true X true false 2987045 924543 2062502 3626126 2237989 1388137 23608586 9840080 13768506 17219145 0 CAPITAL LEASES PAYABLE 225897 FUNDS HELD IN AGENCY (PART XIII) 469001172 469227069 X 47962399 86342 86342 47876057 47876057 46125561 46125561 46125561 Part X, Line 2: Under ASC 740-10, Accounting for Uncertainty in Income Taxes, an organization must recognize income tax benefits 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, 2015 and 2014. The Organization is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any open tax periods. The Organization believes it is no longer subject to income tax examinations for years prior to 2012. 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 2015, but collected after December 31, 2015. The Funds Held In Agency balance of $469,001,172 at December 31, 2015 included a $145.2 million accrual for such royalties. X X X true true X X X X false false false MICHAEL J HUPPE PRESIDENT & CEO 796370 0 200000 0 4683 0 13250 0 22104 0 1036407 0 0 0 JONATHAN BENDER CHIEF OPERATING OFFICER 393313 0 65000 0 4455 0 13250 0 21124 0 497142 0 0 0 CHARLES COLIN RUSHING SENIOR VP & GENERAL COUNSEL 366254 0 60000 0 4683 0 13250 0 21124 0 465311 0 0 0 ANJULA SINGH CHIEF FINANCIAL OFFICER 303809 0 55000 0 4680 0 13250 0 10019 0 386758 0 0 0 SCOTT DAY CHIEF TECHNOLOGY OFFICER 326308 0 70000 0 4681 0 13250 0 4005 0 418244 0 0 0 MARK EISENBERG SR VP STRATEGIC INITIATIVES 346851 0 20000 0 704 0 13250 0 16763 0 397568 0 0 0 JULIA MASSIMINO VICE PRES GLOBAL PUBLIC POLICY 261497 0 40000 0 14456 0 13193 0 21124 0 350270 0 0 0 BARRY LEVINE VICE PRES INDUSTRY RELATIONS 252607 0 35000 0 682 0 12954 0 0 301243 0 0 0 JACQUELINE PETERSON SENIOR VICE PRES COMMUNICATION 223132 0 50000 0 2970 0 6673 0 6813 0 289588 0 0 0 REID BADGETT SENIOR DIRECTOR IT 212278 0 22500 0 613 0 7422 0 20495 0 263308 0 0 0 Part I, Line 1a: OUR POLICY IS NOT TO PROVIDE FOR FIRST CLASS TRAVEL, HOWEVER BASED ON EXTENUATING CIRCUMSTANCES WE DID PERMIT SUCH TRAVEL FOR A FEW INSTANCES IN 2015. Our President is permitted spousal companion travel reimbursement of up to $5,000 annually. Where applicable, the tax on short-term and long-term disability is grossed up. Form 990, Part I, line 5: As of December 31, 2015 SoundExchange had 161 employees. 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 11: Management will review the 990 prior to filing, and a draft is provided to the finance committee 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 and conflict of interest policy 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 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.