UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

 OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended DECEMBER 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO

 SECTION 13 OR 15(d) OF THE SECURITIES

 EXCHANGE ACT OF 1934

 For the transition period from

 to

.

 Commission file number 000-02123

 MILLS MUSIC TRUST

 (Exact name of registrant as specified in its charter)

 New York

 13-6183792

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 c/o HSBC BANK USA, N.A.,

 Corporate Trust, Issuer Services

 66 Hudson Boulevard East, New York, NY

 10001

 (Address of principal executive offices)

 (Zip code)

 Registrant's telephone number, including area code: 212 -
 525-134

 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 No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 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 No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
 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.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 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 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 $ 5,431,780.
 Total Trust Units outstanding as of December 31, 2023 was 277,712.

 Auditor Firm ID: 694

 Auditor Name: Hoberman & Lesser, CPA's, LLC

 Auditor Location: New York, NY, USA

 ITEM 1. BUSINESS

 ITEM 1A. RISK FACTORS

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 ITEM IC. CYBERSECURITY

 ITEM 2. PROPERTIES

 ITEM 3. LEGAL PROCEEDINGS

 ITEM 4. MINE SAFETY DISCLOSURES

 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

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

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B. OTHER INFORMATION

 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

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 ITEM 16. FORM 10-K SUMMARY

 SIGNATURES

 EX-31.1

 EX-31.2

 EX-32.1

 EX-32.2

 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 is the Individual Trustee of the Trust (the " Individual Trustee " 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 primarily 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 2023 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 2023

 Rank

 Song No.

 Song Title

 Writers

 Orig
 Date

 Renewal
 Date

 U.S.
PD
Year

 Gross
 Rev.

 2105974

 SLEIGH RIDE
(VOCAL) [WW + US
Pre & Post ERT
Options]

 LEROY ANDERSON (50), MITCHELL PARISH (50)

 10/24/1950

 12/5/1977

 2045

 1,086,223.41

 2166108

 LITTLE DRUMMER
BOY

 KATHERINE K DAVIS (33.34), HENRY ONORATI (33.33), HARRY SIMEONE (33.33)

 11/13/1958

 5/12/1986

 2053

 528,022.18

 2135459

 STARDUST

 HOAGY CARMICHAEL (50), MITCHELL PARISH (50)

 1/5/1928

 12/29/1955

 2023

 285,401.68

 3323422

 LOVESICK BLUES

 CLIFF FRIEND (50), IRVING MILLS (50)

 4/3/1949

 4/4/1977

 2044

 284,719.20

 759836

 Caravan - Instrumental
Version

 Duke Ellington (50), JUAN TIZOL (50)

 4/19/1937

 4/13/1965

 2032

 222,431.97

 3150020

 SLEIGH RIDE
 PROMENADE

 LEROY ANDERSON (50), MITCHELL PARISH (50)

 10/24/1950

 12/5/1977

 2046

 175,968.17

 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

 128,928.04

 2306473

 STORMY WEATHER
(KEEPS RAININ'
ALL THE TIME)

 HAROLD ARLEN (50), TED KOEHLER (50)

 4/13/1933

 12/31/1959

 2028

 123,505.94

 755507

 Caravan - Vocal
Version

 Duke Ellington (25), IRVING MILLS (50), JUAN TIZOL (25)

 4/19/1937

 4/13/1965

 2032

 105,484.94

 795188

 Solitude

 EDDIE DE LANGE (33.34), Duke Ellington (33.34), IRVING MILLS (33.32)

 9/21/1934

 9/4/1962

 2029

 98,570.69

 2109890

 SLEIGH RIDE
(INSTRUMENTAL)
[WW + US Pre & Post
ERT Options]

 LEROY ANDERSON (100)

 12/30/1948

 2/23/1976

 2043

 79,979.87

 755540

 Mood Indigo

 BARNEY BIGARD (33.33), Duke Ellington (33.34), IRVING MILLS (33.33)

 2/21/1931

 12/31/1958

 2029

 78,306.75

 3797340

 STRAIGHTEN UP
AND FLY RIGHT

 NAT KING COLE (50), IRVING MILLS (50)

 5/31/1944

 3/17/1972

 2039

 76,372.10

 2104381

 ST. JAMES
INFIRMARY

 IRVING MILLS (100)

 3/4/1929

 2/28/1957

 2024

 69,327.75

 2293738

 BLACK AND BLUE

 HARRY BROOKS (33.33), ANDY RAZAF (33.33), FATS WALLER (33.34)

 8/20/1929

 8/20/1959

 2024

 69,046.35

 755555

 In A Sentimental
Mood (Vocal)

 Duke Ellington (50), MANNY KURTZ (25), IRVING MILLS (25)

 11/29/1935

 12/31/1962

 2030

 63,498.24

 2445029

 MINNIE THE
MOOCHER

 CAB CALLOWAY (33.34), CLARENCE GASKILL (33.33), IRVING MILLS (33.33)

 4/7/1931

 3/27/1959

 2026

 60,398.09

 2395977

 MOONGLOW

 EDDIE DE LANGE (33.34), WILL HUDSON (33.34), IRVING MILLS (33.32)

 12/31/1933

 12/31/1960

 2028

 52,966.44

 3783971

 HOLD ME, THRILL
ME, KISS ME

 HARRY NOBLE (100)

 10/21/1952

 9/29/1980

 2047

 52,312.44

 2436326

 AIN'T
MISBEHAVIN'

 HARRY BROOKS (25), ANDY RAZAF (50), FATS WALLER (25)

 7/8/1929

 7/9/1956

 2024

 49,514.86

 2102873

 BUGLER'S
HOLIDAY

 LEROY ANDERSON (100)

 7/8/1954

 2/3/1982

 2049

 44,037.28

 2290245

 SHAKIN' ALL OVER

 FRED HEATH (100)

 7/8/1960

 1/11/1988

 2055

 40,785.00

 2049843

 I'VE GOT THE
WORLD ON A
STRING

 HAROLD ARLEN (50), TED KOEHLER (50)

 3/10/1932

 11/10/1959

 2027

 36,215.67

 2005264

 CORRINE CORRINA

 BO CHATMAN (33.34), MITCHELL PARISH (33.32), J WILLIAMS (33.34)

 12/5/1929

 12/3/1957

 2024

 32,294.56

 3757034

 SWEET LORRAINE

 CLIFF BURWELL (50), MITCHELL PARISH (50)

 12/31/1927

 11/3/1954

 2022

 31,983.12

 2011720

 SMOKE RINGS

 GENE GIFFORD (50), NED WASHINGTON (50)

 3/31/1933

 4/1/1960

 2028

 31,679.27

 755386

 In A Sentimental
Mood (Instr.)

 DUKE ELLINGTON (100)

 11/29/1935

 11/29/1962

 2030

 31,552.60

 3785846

 STARS FELL ON
ALABAMA

 MITCHELL PARISH (50), FRANK S PERKINS (50)

 9/14/1934

 9/4/1962

 2029

 31,536.30

 2423783

 YOU RASCAL YOU

 SAM THEARD (100)

 12/12/1929

 12/12/1957

 2024

 30,253.80

 2110059

 TYPEWRITER

 LEROY ANDERSON (100)

 10/6/1953

 8/31/1981

 2048

 29,559.34

 2452611

 I CAN'T GIVE YOU
ANYTHING BUT
LOVE

 DOROTHY FIELDS (50), JIMMY MC HUGH (50)

 3/6/1928

 2/28/1956

 2023

 29,323.46

 755399

 Rockin' In Rhythm

 HARRY CARNEY (33.33), Duke Ellington (33.33), IRVING MILLS (33.34)

 4/9/1931

 4/7/1959

 2026

 28,380.31

 6270872

 The Devil's Song
(contains sample of
MINNIE THE
MOOCHER)

 CAB CALLOWAY (16.67), CLARENCE GASKILL (16.66), IRVING MILLS (16.67), Ego Plum (17.5), Dave Wasson (32.5)

 2/18/2022

 N/A

 2118

 27,777.78

 3564973

 SCARLET RIBBONS
(FOR HER HAIR)

 EVELYN DANZIG (50), JACK SEGAL (50)

 12/13/1949

 12/30/1976

 2044

 25,023.88

 755550

 Sophisticated Lady

 Duke Ellington (50), IRVING MILLS (25), MITCHELL PARISH (25)

 5/31/1933

 5/31/1960

 2028

 23,593.99

 755541

 Prelude To A Kiss

 Duke Ellington (33.34), IRVING GORDON (33.33), IRVING MILLS (33.33)

 9/29/1938

 9/8/1966

 2033

 22,541.49

 3782568

 EVERYBODY EATS
WHEN THEY COME
TO MY HOUSE

 JEANNE BURNS (100)

 11/26/1948

 2/23/1976

 2043

 21,841.10

 2368245

 YOU CAN'T LOSE A
BROKEN HEART

 JAMES JOHNSON (50), FLOURNOY E MILLER (50)

 9/19/1949

 12/30/1976

 2044

 21,146.01

 2378336

 I'M GETTING
SENTIMENTAL
OVER YOU

 GEORGE BASSMAN (50), NED WASHINGTON (50)

 10/21/1932

 10/21/1959

 2045

 18,055.23

 2446959

 STRANGE THINGS
HAPPENING
EVERYDAY

 ROSETTA THARPE (100)

 12/23/1938

 12/22/1966

 2033

 17,579.33

 2118980

 THAT'S ALL

 ROSETTA THARPE (100)

 4/24/1905

 5/22/1905

 2039

 17,357.92

 2255641

 A CHRISTMAS
FESTIVAL

 LEROY ANDERSON (100)

 11/6/1950

 12/9/1977

 2045

 15,759.24

 3798731

 AMERICAN
SALUTE

 MORTON GOULD (100)

 3/31/1943

 2/17/1971

 2038

 15,229.79

 2448372

 CAROL OF THE
DRUM

 KATHERINE DAVIS (100)

 5/2/1941

 10/2/1968

 2036

 15,142.79

 3765005

 DANCE OF THE
LAME DUCK

 GENE GIFFORD (100)

 6/22/1933

 6/19/1961

 2028

 15,021.33

 3757027

 CABIN IN THE
COTTON

 MITCHELL PARISH (50), FRANK S PERKINS (50)

 4/15/1905

 6/10/1905

 2027

 15,012.29

 3559542

 JUNGLE MADNESS

 CHAPPIE WILLETT (100)

 5/25/1937

 5/24/1965

 2032

 15,000.57

 3324263

 DIZZY FINGERS

 EDWARD E CONFREY (100)

 11/17/1923

 11/14/1951

 2018

 14,145.01

 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

 13,934.52

 3739784

 JAMAICA SHOUT

 COLEMAN HAWKINS (50), HORACE HENDERSON (50)

 7/5/1934

 7/3/1962

 2029

 12,820.66

 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.
 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.
 ITEM 1A. RISK FACTORS
 The Trust is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item.
 ITEM 1B. UNRESOLVED STAFF COMMENTS
 None.
 ITEM 1C. CYBERSECURITY
 The Trust does not have any material internal operations of its own that face material cybersecurity threats and is not a regulated financial institution subject to mandatory cybersecurity compliance under New York law (including, without limitation, the New York Code, Rules and Regulations), and therefore has not adopted any cybersecurity risk management program or formal processes for assessing or monitoring cybersecurity risk. However, the Trust does depend on the digital technologies of the Corporate Trustee and third parties, including EMI, Sony/ATV and their respective affiliates' information systems, infrastructure and cloud applications and services. Any sophisticated and deliberate attacks on, or security breaches in, the systems, infrastructure or cloud that benefit the Trust, including those of the Corporate Trustee and third parties, could lead to corruption, misappropriation or miscalculation of the gross royalty income arising from the Catalogue (or calculation of the Contingent Portion related thereto) and/or the Trust's assets, proprietary information and sensitive or confidential data. Because of the Trust's reliance on the technologies of the Corporate Trustee and third parties including EMI, Sony/ATV, their respective affiliates, the Trust also depends upon the personnel and the processes of such parties to protect against cybersecurity threats arising from their own operations in the ordinary course of their respective businesses. The Trust does not employ any operating personnel and has not contracted for the development of processes of its own for the purpose of data security protections and as such may not adequately protect against, or investigate and/or remediate any vulnerability to, cyber incidents. To the best knowledge of the Trustees, as of December 31, 2023, risks from cybersecurity threats, including any previous cybersecurity incidents, have not materially affected the Trust, but it is possible that any of these occurrences, or a combination of them, could have material adverse consequences on the Trust, including its results of operations or financial condition.

 ITEM 2. PROPERTIES
 The Trust does not own any property. The administrative office of the Trust is located at the offices of the Corporate Trustee, HSBC Bank, USA, N.A., Corporate Trust Issuer Services, 66 Hudson Boulevard East, New York, New York 10001. Except for fees paid to the Corporate Trustee in accordance with the Declaration of Trust, 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. 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.
 ITEM 3. LEGAL PROCEEDINGS
 None.
 ITEM 4. MINE SAFETY DISCLOSURES
 Not applicable.

 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

 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

 2023

 First Quarter

 $

 45.00

 $

 38.50

 Second Quarter

 $

 41.25

 $

 36.31

 Third Quarter

 $

 40.00

 $

 33.57

 Fourth Quarter

 $

 36.50

 $

 34.00

 Unit Holders
 As of December 31, 2023 there were 104 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, 2023 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*

 2023

 $1,237,548

 $

 863,852

 $

 3.11

 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

 *

 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 1960. 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 2018 and 2118, 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

 June 30, 2022

 70,709

 September 30, 2022

 83,438

 December 31, 2022

 March 31, 2023

 44,908

 June 30, 2023

 37,491

 September 30, 2023

 131,213

 December 31, 2023

 40,761

 Total

 $

 1,310,400

 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. On or about May 17, 2023, EMI and the Trust agreed to extend the tolling period through November 30, 2023, and on November 7, 2023, the parties agreed to further extend the tolling period through May 31, 2024. As of the date hereof, the parties are in discussions to further extend the tolling period.
 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, 2023, the Trust received a total of $1,237,548 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2023 calendar year. 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.
 Recent Distributions
 During the year ended December 31, 2023, the Trust made cash distributions to Unit Holders in the aggregate amount of $863,852 ($3.11 per Trust Unit), as compared to cash distributions to Unit Holders in the aggregate amount of $800,903 ($2.88 per Trust Unit) during the year ended December 31, 2022. For computation details regarding the distributions made during the year ended December 31, 2023, please refer to the Current Report on Form 8-K, which the Trust filed with the Securities and Exchange Commission on December 22, 2023.
 Cash and Administrative Expenses
 As of December 31, 2023 the Trust had an aggregate of $16,605 in unpaid administrative expenses for services rendered to the Trust. As of March 15, 2024, the Trust had received invoices for an aggregate of $132,887 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, 2023 and 2022.
 Off-Balance Sheet Arrangements
 There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Trust's financial condition, changes in financial condition, revenues or expenses, results of operations or liquidity that is material to investors.
 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Not applicable.
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 Report of Independent Registered Public Accounting Firm and financial statements begin on page 9 of this report.

 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, 2023, 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, 2023, 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.

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

 New York, New York

 April 1, 2024

 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

 MILLS MUSIC TRUST

 STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS

 YEARS ENDED DECEMBER 31, 2023 AND 2022

 2023

 2022

 Receipts from EMI

 $

 1,237,548

 $

 1,127,613

 Undistributed Cash at Beginning of Year

 4,421

 (3)

 Disbursements – Administrative Expenses

 ( 378,071

)

 ( 322,335

) (1) (2)

 Balance Available for Distribution

 863,898

 805,324

 Cash Distributions to Unit Holders

 863,852

 800,903

 Undistributed Cash at End of Year

 $

 $

 4,421

 (3)

 Cash Distributions Per Unit (based on 277,712 Trust Units Outstanding)

 $

 3.11

 $

 2.88

 (1)

 Includes 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 in 2020.

 (2)

 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.

 (3)

 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.

 See accompanying Notes to Statements of Cash Receipts and Disbursements.

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

 MILLS MUSIC TRUST

 NOTES TO STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS

 YEARS ENDED DECEMBER 31, 2023 AND 2022

 NOTE 1. ACCOUNTING POLICIES AND GENERAL INFORMATION

 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 is the Individual
Trustee of the Trust (the " Individual Trustee
" 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.

 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

 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

 June 30, 2022

 70,709

 September 30, 2022

 83,438

 December 31, 2022

 March 31, 2023

 44,908

 June 30, 2023

 37,491

 September 30, 2023

 131,213

 December 31, 2023

 40,761

 Total

 $

 1,310,400

 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. On or about May 17, 2023, EMI and the Trust agreed to extend the tolling period through November 30, 2023, and on November 7, 2023, the parties agreed to further extend the tolling period through May 31, 2024. As of the date hereof, the parties are in discussions to further extend the tolling period.
 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, 2023, the Trust received a total of $ 1,237,548 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2023 calendar year. 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.

 Recent Distributions

 During the year ended December 31, 2023, the Trust made cash distributions to Unit Holders in the aggregate amount of $ 863,852 ($ 3.11 per Trust Unit), as compared to cash distributions to Unit Holders in the aggregate amount of $ 800,903 ($ 2.88 per Trust Unit) during the year ended December 31, 2022. For computation details regarding the distributions made during the year ended December 31, 2023, please refer to the Current Report on Form 8-K,
 which the Trust filed with the Securities and Exchange Commission on December 22, 2023.
 Cash and Administrative Expenses

 As of December 31, 2023 the Trust had an aggregate of $ 16,605 in unpaid administrative expenses for services rendered to the Trust. As of March 15, 2024, the Trust had received invoices for an aggregate of $ 132,887 in unpaid administrative expenses for services rendered to the Trust.
 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 a ccepte
d accounting principl es in t
he United States. The Trust does not prepare a balance sheet or a statement of cash flows.

 NOTE 2. FEDERAL INCOME TAXES

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

 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 $ 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. 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, 2023 and December 31, 2022:

 Trustee Fees Paid by the Trust

 2023

 2022

 Individual Trustee fee
 s
 (1)

 $

 5,000

 $

 5,000

 Corporate Trustee fees

 3,125

 (2)

 1,875

 (2)

 Corporate Trustee Transfer Agent Registrar fees (3)

 18,750

 (2)

 11,250

 (2)

 Totals

 $

 26,875

 (2)

 $

 18,125

 (2)

 (1)

 The Individual Trustees were elected on August 29, 2013.

 ( 2
)

 Corporate Trustee Fees in the aggregate amount of $ 625 and Transfer Agent Registrar Fees of $ 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.

 NOTE 4. 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 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.

 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 1960. 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 2018 and 2118, 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.

 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, 2023. 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, 2023. 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, 2023, 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, 2023 that materially affected, or are reasonably likely to materially affect, the Trust's internal control over financial reporting.
 ITEM 9B. OTHER INFORMATION
 None.

 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 is the Individual Trustee of the Trust. Pursuant to the Declaration of Trust, Trustees of the Trust serve until their removal or resignation, or in the case of Individual Trustees, their incapacity or death. Michael Reiss resigned as an Individual Trustee of the Trust effective as of March 15, 2024, and his Individual Trustee seat is vacant as of April 1, 2024. For more information regarding his resignation please refer to the Current Report on Form 8-K, which the Trust filed with the Securities and Exchange Commission on March 21, 2024.
 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.
 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, 66 Hudson Boulevard East, New York, NY 10001. 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
 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, 2023, 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 was an an Individual Trustee of the Trust as of December 31, 2023. He resigned as an Individual Trustee effective as of March 15, 2024. For more information regarding his resignation please refer to the Current Report on Form 8-K, which the Trust filed with the Securities and Exchange Commission on March 21, 2024.

 (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, 2023. 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 or resignation, or in the case of individual trustees, their incapacity or 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 $30,500 in 2023 and $31,250 in 2022. 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
 $22,000
 Tax Fees
 $0
 All Other Fees—For Quarterly Reviews of Form 10Q
 $8,500
 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 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 Page

 1. FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 694)

 Statements of cash receipts and disbursements – years ended December 31, 2023 and 2022

 Notes to statements of cash receipts and disbursements – years ended December 31, 2023 and 2022

 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

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 (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.

 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.

 April 1, 2024

 Mills Music Trust

 (Registrant)

 By:

 /s/ Garfield Barrett

 Garfield Barrett

 Trust Officer of the Corporate Trustee

 HSBC Bank USA, N.A.