##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from           to    Commission File
    No. 000-17436
   CKX,
    INC.
 (Exact name of Registrant as
    specified in its charter)
   Delaware

27-0118168(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification Number)   650
    Madison Avenue
    New York, New York 10022 (Address
    of Principal Executive Offices and Zip Code)
  Registrants Telephone Number, Including Area Code:
    (212) 838-3100
  Securities Registered Pursuant
    to Section 12(b) of the Act: None
  Securities Registered Pursuant
    to Section 12(g) of the Act:
  Common Stock, Par Value
    $0.01 Per Share
   o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated filer  o

Accelerated filer  þ

Non-accelerated filer  o

Smaller reporting company
    o(Do not check if a smaller reporting company)   Rule 12b-2 o þ




---



##### 



CKX,
    Inc.
    Annual Report on
    Form 10-K
    December 31, 2008
  PagePART IItem 1.


Business


2Item 1A.


Risk Factors


15Item 1B.


Unresolved Staff Comments


21Item 2.


Properties


22Item 3.


Legal Proceedings


23Item 4.


Submission of Matters to a Vote of Security
    Holders


23PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchase of Equity
    Securities


25Item 6.


Selected Financial Data


26Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


28Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


50Item 8.


Financial Statements and Supplementary Data


52Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


83Item 9A.


Controls and Procedures


83Item 9B.


Other Information


83PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


84Item 11.


Executive Compensation


84Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


84Item 13.


Certain Relationships, Related Transactions, and
    Director Independence


84Item 14.


Principal Accounting Fees and Services


84PART IVItem 15.


Exhibits and Financial Statement Schedules


85EX-3.2: AMENDED AND RESTATED BYLAWSEX-4.5: FORM OF PROMISSORY TERM NOTEEX-10.32: TERMINATION, SETTLEMENT AND RELEASE AGREEMENTEX-21.1: LIST OF SUBSIDIARIESEX-23.1: CONSENT OF DELOITTE & TOUCHE LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS  Form 10-K
  Overview
  IDOLS American
    Idol IDOLS American Idol
  19
    Entertainment
  Overview
  IDOLS American Idol IDOLS
  IDOLS
    Brand
  IDOLS Pop Idol American Idol American Idol IDOLS IDOLS American Idol and/or
  IDOLS IDOLS
  IDOLS
  
    owns two-thirds of the IDOLSbrand and co-produces the
    show in the United States with its partner, FremantleMedia,
    which owns the other one-third of the IDOLSbrand. 2




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
    receives certain fees and revenues relating to the sublicensing
    of the brand and production and marketing of the shows based on
    the IDOLS brand around the world, including licensing and
    producer fees.
    shares a percentage of the revenues FremantleMedia derives from
    on-air and off-air sponsorships and sales of IDOLSbranded merchandise.
    has the exclusive right to sign recording contracts with the
    finalists from the American Idolseries in the United
    States.
    has the exclusive right to manage the finalists.
    has the exclusive right to produce IDOLStours.
    has the exclusive licensing and merchandising rights for the
    IDOLStours in the United States.  19
    Entertainment/FremantleMedia Agreement
  IDOLS IDOLS American Idol American Idol
  IDOLS IDOLS IDOLS IDOLS
  
    a percentage of the Format Fee, which is a
    percentage of the gross fees received by a local production
    company from a local broadcaster for production and transmission
    of the IDOLSseries;
    a percentage of revenues derived from distribution of IDOLSseries and programs after a deduction of a percentage of
    gross revenues and other deductions;
    a percentage of the net revenue derived from program sponsorship
    and program merchandising; and
    a percentage of the net revenue derived from local merchandising
    and management deals (outside the United States and the United
    Kingdom). 19 Entertainment and its affiliates retain 100% of
    artist management and artist merchandising income from the
    United States and the United Kingdom.  Television
  IDOLS and/or
  American
    Idol - Fox Agreement
  American Idol non-scripted American Idol American Idol American Idol American
    Idol American Idol 8
 3




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##### Table of Contents



American Idol American Idol 5
  American Idol 18-49
  So You
    Think You Can Dance
  So You Think You Can Dance American Idol
  So You Think You Can Dance So You Think You Can Dance.
  Other
    Television Shows
  IDOLS So You Think You Can Dance The Next Great American
    Band Superstars of Dance Little Britain USA
    Recorded
    Music
  IDOLS IDOLS IDOLS
 4




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Artist

Idol SeasonKelly Clarkson

American Idol 1 - WinnerRuben Studdard

American Idol 2 - WinnerClay Aiken

American Idol 2 -
    Runner-UpFantasia Barrino

American Idol 3 - WinnerCarrie Underwood

American Idol 4 - WinnerChris Daughtry

American Idol 5 - FinalistKellie Pickler

American Idol 5 - FinalistJordin Sparks.

American Idol 6 - WinnerDavid Cook

American Idol 7 - WinnerDavid Archuleta

American Idol 7 -
    Runner-UpWill Young

Pop Idol 1 - Winner   American Idol Pop Idol
  IDOLS American Idol American Idol American Idol 4
  American Idol American Idol 4 American
    Idol 9
  and/or and/or
  American Idol American Idol
  American Idol 7 American Idol iTunes Store iTunes American Idol
    8
  Internet
    and Telephony
  American Idol American Idol 10
 5




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American Idol 10
  Sponsorship/Merchandising/Marketing
  IDOLS American Idol IDOLS
  American Idol runners-up. American Idol
    
    In 2008, 19 Entertainment formed a joint venture with Tim
    Lovejoy, a well known UK sports personality, for the development
    and launch of Channel Bee, an online television and content
    service featuring a mix of long and short-form video content
    produced exclusively for channelbee.com.
    In early 2009, 19 Entertainment announced that it was working
    with the creators of the Now, Thats What I Call
    Music music compilation series on a television project
    designed as a hits driven musical show that is also intended to
    serve as a development platform for new artists.
    In July 2006, 19 Entertainment formed and obtained a 50%
    interest in 1966 Entertainment Limited, a sports-based talent
    management company which has an agreement to manage the
    commercial interest for Team England Football and its players,
    including full representation of the squad, and the management
    of the players program and relationship with the Football
    Association and its commercial partners.
    In September 2006, the company announced the formation of 19 RM
    Limited, a joint venture with internationally renowned designer
    Roland Mouret. Mr. Mouret has an employment agreement with
    19 RM Limited with an initial term of five years. All designs
    created by Mr. Mouret during this five year period will be
    exclusively owned, marketed and sold by 19 RM Limited.  Touring
  IDOLS American Idol American
    Idol American Idol
  So You Think You Can
    Dance
  Disney
    Attraction and Agreements
  American Idol American Idol
 6




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American Idol
  Artist
    Management
  IDOLS
  No. 4-ranked
  Beckham
    Relationship
        Spice
    Girls
    Seasonality
  American Idol So You Think You Can Dance American Idol
  Presley
    Business
  and/or and/or
 7




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® ®
    Licensing
    and Intellectual Property
  Music
    Rights
    ,
  Elvis
    Presley Christmas Duets
  Name,
    Image and Likeness
      Television/Video
  two-hour four-hour
 8




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two-hour
  Motion
    Pictures
      Licensing
    Graceland
    Operations
  Graceland
    90-year
      270-unit
 9




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Elvis
    Presleys Heartbreak Hotel
    Graceland
    Expansion
  and/or
  Elvis.com
  e-cards,
  Seasonality
    Partnership
    with Cirque du Soleil
  Global
    Projects
    
    Touring shows that will be produced by Cirque du Soleil and
    incorporate the name, image, likeness and music of Elvis Presley.
    Permanent shows at fixed locations that will be produced by
    Cirque du Soleil and incorporate the name, image, likeness and
    music of Elvis Presley.
    Multimedia interactive entertainment Elvis
    Experiences that incorporate the music, memorabilia,
    audiovisual works, and the life and times of Elvis Presley.   10




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Las
    Vegas Show
            Ali
    Business
        MBST
    ® ® ® ® ® Arthur, Good Morning Vietnam, The Vanishing, The
    Greatest Game Ever Played, Match Point Vicky Cristina
    Barcelona. Vicky Christina Barcelona
 11




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Little
    Britain USA
  Terminated
    License Agreements with FXRE
    and/or
    Terminated
    Merger Agreement
      International
    Operations
   12




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Segment
    Information
    Regulation
    Intellectual
    Property
    American Idol
    American Idol
 13




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##### Table of Contents



Employees
    Company
    Organization
  (212) 838-3100.
  Available
    Information
  1-800-SEC-0330 http://www.sec.gov.
  Form 10-KSB Form 10-K, Form 10-QSB Form 10-Q, Form 8-K
 14




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##### Table of Contents



ITEM 1A.
    RISK
    FACTORS    Risks
    Related to Our Business
  Current
    economic conditions and the global financial crisis may have an
    impact on our business and financial condition in ways that we
    currently cannot predict.
          We are
    dependent upon a limited number of properties which may, over
    time, decline in popularity.
  IDOLS American Idol IDOLS American Idol IDOLS IDOLS
  
 15




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Our
    success depends, to a significant degree, on our relationships
    with third parties, including our co-producers, television
    broadcasters, and record companies.
  American Idol IDOLS IDOLS
  If we
    are unable to complete or integrate future acquisitions, our
    business strategy and stock price may be negatively
    affected.
      
    incurrence of unanticipated liabilities or contingencies from
    such acquisitions;
    incurrence of potential operating losses from such acquisitions;
    engagement in competition with a larger universe of companies;
    incurrence of costs relating to possible additional regulatory
    requirements and compliance costs;
    issuance of more capital stock, which may dilute our
    stockholders percentage ownership in our company;
    incurrence of additional amounts of debt; and/or
    amortization of additional intangible assets.    
    the diversion of managements time and attention away from
    operating our business to acquisition and integration challenges;
    our entry into markets and geographic areas where we have
    limited or no experience;
    the potential loss of key employees, artists or customers of the
    acquired businesses;
    the potential need to implement or remediate controls,
    procedures and policies appropriate for a public company at
    businesses that prior to the acquisition lacked these controls,
    procedures and policies;
    the integration of culturally diverse employees; and 16




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
    the need to integrate each business accounting,
    information management, human resources, contract and
    intellectual property management and other administrative
    systems to permit effective management.    We may
    not be able to manage our expected growth, which could adversely
    affect our operating results.
    Certain
    affiliates, minority interests and third parties have the right
    to exploit our intellectual property for commercial purposes and
    may exercise those rights in a manner that negatively affects
    our business.
    Our
    intellectual property rights may be inadequate to protect our
    business.
       17




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The
    departure of or failure to recruit key personnel could have a
    detrimental effect on us.
    We may
    not be able to obtain additional debt or equity financing on
    favorable terms, or at all.
        
    the markets perception of our then-current performance and
    growth potential;
    our then-current debt levels;
    our then-current and expected future earnings;
    our cash flow; and
    the market price per share of our common stock.   18




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To the
    extent we maintain international operations and generate revenue
    in foreign currencies, and currency exchange rates become
    unfavorable, our results of operations may be adversely
    affected.
  IDOLS
  
    Hedging programs are inherently risky and we could lose money as
    a result of poor trades; and
    We may be unable to hedge currency risk for some transactions
    because of a high level of uncertainty or the inability to
    reasonably estimate our foreign exchange exposures.  We
    depend upon distributions from our operating subsidiaries to
    fund our operations and may be subordinate to the rights of
    their existing and future creditors.
    The
    concentration of ownership of our capital stock with our
    executive officers and non-independent directors and their
    affiliates will limit your ability to influence corporate
    matters.
    We are
    subject to extensive governmental regulation, and our failure to
    comply with regulations could adversely affect our results of
    operations, financial condition and business.
   19




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
    defamation;
    invasion of privacy;
    copyright infringement;
    actions for royalties and accountings;
    trademark misappropriation;
    trade secret misappropriation;
    breach of contract;
    negligence; and/or
    other claims based on the nature and content of the materials
    distributed.    Risks
    Related to Our Common Stock
  We do
    not anticipate paying cash dividends on our common stock in the
    foreseeable future, and the lack of cash dividends may have a
    negative effect on our stock price.
    Certain
    provisions of Delaware law and our charter documents could
    discourage a takeover that stockholders may consider
    favorable.
    
    Our board of directors has the right to elect directors to fill
    a vacancy created by the expansion of the board of directors or
    the resignation, death or removal of a director, subject to the
    right of the stockholders to elect a successor at the next
    annual or special meeting of stockholders, which limits the
    ability of stockholders to fill vacancies on our board of
    directors.
    Our stockholders may not call a special meeting of stockholders,
    which would limit their ability to call a meeting for the
    purpose of, among other things, voting on acquisition proposals.
    Our by-laws may be amended by our board of directors without
    stockholder approval, provided that stockholders may repeal or
    amend any such amended by-law at a special or annual meeting of
    stockholders.
    Our by-laws also provide that any action required or permitted
    to be taken by our stockholders at an annual meeting or special
    meeting of stockholders may not be taken by written action in
    lieu of a meeting. 20




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
    Our certificate of incorporation does not provide for cumulative
    voting in the election of directors, which could limit the
    ability of minority stockholders to elect director candidates.
    Stockholders must provide advance notice to nominate individuals
    for election to the board of directors or to propose matters
    that can be acted upon at a stockholders meeting. These
    provisions may discourage or deter a potential acquirer from
    conducting a solicitation of proxies to elect the
    acquirers own slate of directors or otherwise attempting
    to obtain control of our company.
    Our board of directors may authorize and issue, without
    stockholder approval, shares of preferred stock with voting or
    other rights or preferences that could impede the success of any
    attempt to acquire our company.    
    Prior to the date of the transaction, the board of directors of
    the corporation approved either the business combination or the
    transaction which resulted in the stockholder becoming an
    interested stockholder;
    Upon completion of the transaction that resulted in the
    stockholder becoming an interested stockholder, the interested
    stockholder owned at least 85% of the voting stock of the
    corporation outstanding at the time such transaction commenced,
    excluding, for purposes of determining the number of shares
    outstanding, (1) shares owned by persons who are directors
    and also officers of the corporation and (2) shares owned
    by employee stock plans in which employee participants do not
    have the right to determine confidentially whether shares held
    subject to the plan will be tendered in a tender or exchange
    offer; or
    On or subsequent to the date of the transaction, the business
    combination is approved by the board of directors of the
    corporation and authorized at an annual or special meeting of
    stockholders by the affirmative vote of at least
    662/3%
    of the outstanding voting stock which is not owned by the
    interested stockholder.       ITEM 1B. UNRESOLVED
    STAFF COMMENTS   21




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ITEM 2.
    PROPERTIES    Location

Name of Property

Type/Use of Property

Approximate Size

Owned or LeasedMemphis, TN

Graceland

Museum/Home

13.53 acres

Lease expires in 2095Memphis, TN

Presley Business Headquarters/Retail/ Parking/Ancillary Use

Parking Lot/
    Airplane Museum/ Retail/EPE Corporate Office/Ancillary Use

38.60 acres

OwnedMemphis, TN

Heartbreak Hotel

Hotel

2.66 acres

OwnedMemphis, TN

Meadow Oaks Apartments

Apartment Complex

10.70 acres

OwnedMemphis, TN

Memphis-Graceland RV
    Park & Campground

RV Park

18.9 acres

OwnedMemphis, TN

Commercial Property

Land and Building

3.23 acres

OwnedMemphis, TN

Commercial Property

Land and Building

0.80 acres

OwnedMemphis, TN

Residential Property

Land

9.50 acres

OwnedMemphis, TN

Craft Manor

Land/former Apartment Complex

16.1 acres

OwnedMemphis, TN

Commercial Property

Land

5.17 acres

OwnedMemphis, TN

Boulevard Souvenirs

Land/leased retail space

0.34 acres

OwnedMemphis, TN

Memphis Restaurant Property (1)

Restaurant/Nightclub

0.83 acres

Lease expires in 2017Memphis, TN

Presley Business Office
    and Warehouses

Office and Warehouses

75,425 square feet

Leases expire in 2009Memphis, TN

Presley Business Offices

Offices

3,500 square feet

Lease expires in 2023New York, NY

Corporate Headquarters

Offices

16,200 square feet

Lease expires in 2013New York, NY

19 Entertainment Administrative Offices

Offices

3,000 square feet

Lease expires in 2012London, England

19 Entertainment Headquarters

Offices

22,768 square feet

Lease expires in 2010Los Angeles, CA

19 Entertainment Administrative Offices

Offices

21,852 square feet

Lease expires in 2014Paris, France

19 Entertainment Administrative Offices

Offices

900 square feet

Lease expires in 2010Nashville, TN

19 Entertainment Administrative Offices

Offices

5,693 square feet

Lease expires in 2014Los Angeles, CA

MBST Executive and Administrative Offices

Offices

11,910 square feet

Lease expires in 2010Berrien Springs, MI

Ali Business Executive
    and Administrative
    Offices

Offices

4,420 square feet

Lease expires in 2009     (1)
    
    We closed the restaurant effective September 2003 and in 2006
    negotiated a sublease of the entire space through 2017. In 2008,
    there was an early termination of the sublease and we are
    currently seeking a new tenant. 22




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ITEM 3. LEGAL
    PROCEEDINGS                 ITEM 4. SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS     23




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##### Table of Contents



Proposal 1 
    Election of Directors
  Number of


Number ofShares Voted for


Shares WithheldRobert F.X. Sillerman


80,428,835



754,037Simon Fuller


80,726,083



456,789Mitchell J. Slater


80,551,387



631,485Howard J. Tytel


78,849,637



2,333,235Edwin M. Banks


80,770,984



411,888Edward Bleier


80,770,098



412,774Jerry L. Cohen


80,770,098



412,774Carl D. Harnick


80,770,898



411,974Jack Langer


80,585,686



597,186John D. Miller


80,770,665



412,207   Proposal 2 
    Ratification of the Appointment of Deloitte & Touche
    LLP to serve as the Companys Independent Registered Public
    Accounting Firm for its fiscal year ending December 31,
    2008
  For81,091,236
    Against61,801
    Abstain29,835    24




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
  ® ®
  2008High


LowThe NASDAQ Global
    Market®Quarters EndedDecember 31, 2008

$
5.95


$
2.49September 30, 2008

$
8.64


$
5.72June 30, 2008

$
10.57


$
8.30March 31, 2008

$
11.32


$
8.21   2007High


LowQuarters EndedDecember 31, 2007

$
12.60


$
10.62September 30, 2007

$
14.25


$
10.33June 30, 2007

$
14.65


$
10.20March 31, 2007

$
14.00


$
11.10     Dividend
    Policy
      Securities
    Authorized for Issuance Under Equity Compensation
    Plans
  Form 10-K
   25




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ITEM 6.SELECTED
    FINANCIAL DATA        Predecessor CompanyCKX, Inc.


January 1-


Year Ended(Amounts in thousands,

Year Ended December 31,


February 7,


December 31,except per share and share information)

2008


2007


2006


2005


2005


2004Statement of Operations Data:Revenue

$
288,128


$
266,777


$
210,153


$
120,605


$
3,442


$
41,658Operating expenses (excluding depreciation and amortization) (1)


230,027



201,468



169,717



108,547



2,854



30,558Impairment charges


35,661



















Depreciation and amortization


21,161



22,551



20,541



14,910



126



1,201Operating income (loss)


36,940



42,758



19,895



(2,852
)


462



9,899Interest income (expense), net


(3,823
)


(3,946
)


240



(2,820
)


(115
)


(1,327
)Other income (expense)






2,181



(3,323
)


2,970







Income (loss) before income taxes, equity in earnings of
    affiliates and minority interest


33,117



40,993



16,812



(4,596
)


347



8,572Income tax expense


14,430



19,432



6,178



855



152



833Equity in earnings of affiliates


2,521



1,566



686



843







Minority interest


(2,257
)


(2,553
)


(2,127
)


(1,296
)






Income (loss) from continuing operations


18,951



20,574



9,193



(5,904
)


195



7,739Loss from discontinued operations






(8,430
)














(246
)Net income (loss)


18,951



12,144



9,193



(5,904
)


195



7,493Dividends on preferred stock


(1,824
)


(1,824
)


(1,824
)


(1,632
)






Accretion of beneficial conversion feature














(17,762
)






Net income (loss) applicable to common shareholders

$
17,127


$
10,320


$
7,369


$
(25,298
)

$
195


$
7,493Basic income (loss) per common share

$
0.18


$
0.11


$
0.08


$
(0.35
)Diluted income (loss) per common share

$
0.18


$
0.11


$
0.08


$
(0.35
)Average number of basic common shares outstanding


96,674,706



96,901,172



92,529,152



71,429,858Average number of diluted common shares outstanding


96,684,377



96,991,441



93,555,201



71,429,858     (1)
    
    Operating expenses in 2008 and 2007 include $(5.8) million
    and $5.3 million, respectively, of merger and
    distribution-related costs (recoveries), net. Operating expenses
    in 2008 includes $15.9 million of foreign exchange gains
    resulting from the strength of the U.S. dollar compared to the
    U.K. pound. Operating expenses in 2007 and 2006 include
    $0.3 million and $2.7 million, respectively, of
    foreign exchange losses. 26




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PredecessorCKX, Inc.


Company as ofAs of December 31,


December 31,(Amounts in thousands)

2008


2007


2006


2005


2004Balance Sheet Data:Cash and cash equivalents

$
101,895


$
50,947


$
36,610


$
36,979


$
201Marketable securities














42,625



Other current assets


52,407



58,127



36,088



26,495



6,912Total assets


476,061



525,455



489,117



444,600



36,032Current liabilities (excluding current portion of debt)


78,292



59,845



39,432



33,937



8,978Debt


101,918



103,070



3,701



3,500



23,582Total liabilities


210,319



207,992



91,153



94,365



34,615Redeemable restricted common stock


23,002



23,002



23,002



23,002



Stockholders equity/net assets


237,461



289,704



371,009



323,432



1,417   FORWARD
    LOOKING STATEMENTS
  Form 10-K
 27




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  The following managements discussion and analysis of
    financial condition and results of operations of the Company
    (and its predecessor) should be read in conjunction with the
    historical financial statements and footnotes of the Presley
    Business, and the Companys historical consolidated
    financial statements and notes thereto included elsewhere in
    this Annual Report. Our future results of operations may change
    materially from the historical results of operations reflected
    in our historical financial statements.
  Overview
  IDOLS American Idol IDOLS
    Terminated
    Merger Agreement
      Transactions
    Involving FX Real Estate and Entertainment Inc. and FX Luxury
    Realty, LLC
  Investments
    in FX Luxury Realty and FX Real Estate and Entertainment Inc.
    and Distributions to CKX Stockholders
    
 28




---



##### Table of Contents



Accounting
    for the Investment and Distributions
    Terminated
    License Agreements
    and/or
   29




---



##### Table of Contents



CKX
    Loan to FXRE
    Affiliated
    Elements of Transactions
      Approval
    Process
    Shared
    Services Agreement
       30




---



##### Table of Contents



19
    Entertainment
    IDOLS IDOLS IDOLS IDOLS IDOLS IDOLS
  IDOLS American Idol 1 American Idol 4 American Idol 4 IDOLS
  American Idol IDOLS
  American Idol American Idol
 31




---



##### Table of Contents



American Idol American Idol American Idol
  American Idol So You Think You Can Dance IDOLS So You Think You Can Dance
    Presley
    Business
  and/or and/or
          and/or
 32




---



##### Table of Contents



Ali
    Business
        Other
        Use of
    OIBDAN
     33




---



##### Table of Contents



Consolidated
    Operating Results Year Ended December 31, 2008
 Compared to Year Ended December 31, 2007
  Year Ended


Year EndedDecember 31,


December 31,2008


2007


Variance(Amounts in thousands)Revenue

$
288,128


$
266,777


$
21,351Operating expenses


251,188



224,019



27,169Other operating income (expense)


15,910



(308
)


16,218Operating income


36,940



42,758



(5,818
)Income tax expense


14,430



19,432



(5,002
)Net income


18,951



12,144



6,807Operating income

$
36,940


$
42,758


$
(5,818
)Impairment charges


35,661







35,661Depreciation and amortization


21,161



22,551



(1,390
)Non-cash compensation


2,954



1,325



1,629OIBDAN

$
96,716


$
66,634


$
30,082   American Idol, So You Think You Can
    Dance So You Think
    You Can Dance
  19
    Entertainment
      Year Ended December 31, 2008

Revenue


Cost of Sales(Amounts in thousands)American Idol(including television production, foreign
    syndication, sponsorship, merchandise and touring)

$
96,028


$
(22,455
)

$
73,573Other IDOLStelevision programs (including license fees
    and sponsorship)


15,349



(482
)


14,867So You Think You Can Danceand other television
    productions


63,690



(55,403
)


8,287Recorded music, management clients and other


48,558



(29,429
)


19,129$
223,625


$
(107,769
)

$
115,856Selling, general and administrative expenses, excluding non-cash
    compensation










(39,461
)Other operating income










16,062OIBDAN









$
92,457OIBDAN









$
92,457Depreciation and amortization










(15,352
)Non-cash compensation










(2,002
)Operating income









$
75,103  34




---



##### Table of Contents



Year Ended December 31, 2007

Revenue


Cost of Sales(Amounts in thousands)American Idol(including television production, foreign
    syndication, sponsorship, merchandise and touring)

$
83,859


$
(20,647
)

$
63,212Other IDOLStelevision programs (including license fees
    and sponsorship)


15,837



(385
)


15,452So You Think You Can Danceand other television
    productions


54,154



(45,352
)


8,802Recorded music, management clients and other


39,112



(12,056
)


27,056$
192,962


$
(78,440
)

$
114,522Selling, general and administrative expenses, excluding non-cash
    compensation










(46,797
)Other operating expense










(308
)OIBDAN









$
67,417OIBDAN









$
67,417Depreciation and amortization










(16,916
)Non-cash compensation










(247
)Operating income









$
50,254   American Idol 7 American Idol 6 American
    Idol IDOLS IDOLS
  So You Think You Can Dance Little Britain USA
  American Idol American Idol
  So You Think You Can
    Dance Little Britain USA iTunes
 35




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##### Table of Contents



Presley
    Business  Royalties and Licensing
    Year Ended


Year EndedDecember 31,


December 31,2008


2007


Variance(Amounts in thousands)Revenue

$
18,186


$
21,883


$
(3,697
)Cost of sales


(2,364
)


(2,211
)


(153
)Selling, general and administrative expense, excluding non-cash
    compensation


(5,330
)


(7,691
)


2,361OIBDAN

$
10,492


$
11,981


$
(1,489
)OIBDAN

$
10,492


$
11,981


$
(1,489
)Depreciation and amortization


(2,582
)


(2,582
)


Non-cash compensation


(39
)


(35
)


(4
)Operating income

$
7,871


$
9,364


$
(1,493
)     Presley
    Business  Graceland Operations
    Year Ended


Year EndedDecember 31,


December 31,2008


2007


Variance(Amounts in thousands)Revenue

$
36,713


$
40,879


$
(4,166
)Cost of sales


(5,674
)


(7,487
)


1,813Selling, general and administrative expense, excluding non-cash
    compensation


(24,835
)


(26,220
)


1,385OIBDAN

$
6,204


$
7,172


$
(968
)OIBDAN

$
6,204


$
7,172


$
(968
)Depreciation and amortization


(2,251
)


(2,089
)


(162
)Non-cash compensation


(79
)


(64
)


(15
)Operating income

$
3,874


$
5,019


$
(1,145
)   
 36




---



##### Table of Contents



Ali
    Business
    Corporate
    and Other
  MBST
  Little Britain
    USA
  Corporate
    Expenses and Other Costs
       37




---



##### Table of Contents



Impairment
    Charges
    Interest
    Income/Expense, net
    Other
    Income
    Income
    Taxes
          Business Combinations
   38




---



##### Table of Contents



Accounting for Uncertainty in Income Taxes
        Equity
    in Earnings of Affiliates
    Minority
    Interest
    Consolidated
    Operating Results Year Ended December 31, 2007
 Compared to Year Ended December 31, 2006
  Year Ended


Year EndedDecember 31,


December 31,2007


2006


Variance(Amounts in thousands)Revenue

$
266,777


$
210,153


$
56,624Operating expenses


224,019



190,258



33,761Operating income


42,758



19,895



22,863Income tax expense


19,432



6,178



13,254Net income


12,144



9,193



2,951Operating income

$
42,758


$
19,895


$
22,863Depreciation and amortization


22,551



20,541



2,010Non-cash compensation


1,325



1,052



273OIBDAN

$
66,634


$
41,488


$
25,146   American Idol So
    You Think You Can Dance
 39




---



##### Table of Contents



19
    Entertainment
      Year Ended December 31, 2007




Revenue


Cost of Sales(Amounts in thousands)American Idol(including television production, foreign
    syndication, sponsorship, merchandise and touring)





$
83,859


$
(20,647
)

$
63,212Other IDOLStelevision programs (including license fees
    and sponsorship)






15,837



(385
)


15,452So You Think You Can Danceand other television
    productions






54,154



(45,352
)


8,802Recorded music, management clients and other






39,112



(12,056
)


27,056$
192,962


$
(78,440
)

$
114,522Selling, general and administrative expenses, excluding non-cash
    compensation














(46,797
)Other costs














(308
)OIBDAN













$
67,417OIBDAN













$
67,417Depreciation and amortization














(16,916
)Non-cash compensation














(247
)Operating income













$
50,254   Year Ended December 31, 2006

Revenue


Cost of Sales(Amounts in thousands)American Idol(including television production, foreign
    syndication, sponsorship, merchandise and touring)

$
67,710


$
(20,499
)

$
47,211Other IDOLStelevision programs (including license fees
    and sponsorship)


8,605



(77
)


8,528So You Think You Can Danceand other television
    productions


38,240



(31,335
)


6,905Recorded music, management clients and other


36,663



(18,432
)


18,231$
151,218


$
(70,343
)

$
80,875Selling, general and administrative expenses, excluding non-cash
    compensation










(34,730
)Other costs










(2,669
)OIBDAN









$
43,476OIBDAN









$
43,476Depreciation and amortization










(15,195
)Non-cash compensation










(220
)Operating income









$
28,061   American Idol So You Think You Can Dance. American Idol American Idol 5 American Idol So You Think You Can Dance
  So You Think You Can Dance
 40




---



##### Table of Contents



Presley
    Business  Royalties and Licensing
    Year Ended


Year EndedDecember 31,


December 31,2007


2006


Variance(Amounts in thousands)Revenue

$
21,883


$
13,699


$
8,184Cost of sales


(2,211
)


(476
)


(1,735
)Selling, general and administrative expense, excluding non-cash
    compensation


(7,691
)


(4,326
)


(3,365
)OIBDAN

$
11,981


$
8,897


$
3,084OIBDAN

$
11,981


$
8,897


$
3,084Depreciation and amortization


(2,582
)


(2,582
)


Non-cash compensation


(35
)


(15
)


(20
)Operating income

$
9,364


$
6,300


$
3,064     Presley
    Business  Graceland Operations
    Year Ended


Year EndedDecember 31,


December 31,2007


2006


Variance(Amounts in thousands)Revenue

$
40,879


$
35,081


$
5,798Cost of sales


(7,487
)


(7,258
)


(229
)Selling, general and administrative expense, excluding non-cash
    compensation


(26,220
)


(23,569
)


(2,651
)OIBDAN

$
7,172


$
4,254


$
2,918OIBDAN

$
7,172


$
4,254


$
2,918Depreciation and amortization


(2,089
)


(1,823
)


(266
)Non-cash compensation


(64
)


(40
)


(24
)Operating income

$
5,019


$
2,391


$
2,628    41




---



##### Table of Contents



Elvis the
    Concert
  Elvis the Concert
  Ali
    Business
    Corporate
    and Other
  MBST
    Corporate
    Expenses and Other Costs
        Interest
    Income/Expense, net
    Other
    Income (Expense)
     42




---



##### Table of Contents



Income
    Taxes
                Equity
    in Earnings of Affiliates
    Minority
    Interest
    Discontinued
    Operations
  Accounting for Non-monetary
    Transactions Accounting for Impairment or Disposal
    of Long-Lived Assets
 43




---



##### Table of Contents



Liquidity
    and Capital Resources
  50-125 basis 150-225 basis
    Cash Flow
    for the Years Ended December 31, 2008, 2007 and
    2006
  Operating
    Activities
        Investing
    Activities
      
 44




---



##### Table of Contents



Financing
    Activities
        Uses of
    Capital
      Capital
    Expenditures
      Dividends
  
 45




---



##### Table of Contents



Commitments
    and Contingencies
          2009


2010


2011


2012


2013


Thereafter


Total(In thousands)Debt (including interest at current rates)

$
3,943


$
3,880


$
101,882


$
482


$



$



$
110,187Non-cancelable operating leases


4,343



3,645



2,891



2,946



2,185



3,509



19,519Employment contracts


14,976



4,802



1,944



560



560



607



23,449Guaranteed minimum distributions


1,700



1,700



1,700



1,700



1,700




(a)


8,50019 Entertainment put right







(b)


22,039















22,039Series B convertible preferred stock dividend


1,826



1,826



1,826



1,826



1,826




(c)


9,130MBST contingent consideration























(d)


MAE contingent consideration























(e)


Total

$
26,788


$
15,853


$
132,282


$
7,514


$
6,271


$
4,116


$
192,824  46




---



##### Table of Contents



(a)
    
    We are required to make guaranteed minimum distributions to the
    minority interest shareholder of at least $1.2 million
    annually for as long as the minority interest shareholder
    continues to own 15% of the Presley Business. We are also
    required to make guaranteed minimum distributions to the
    minority interest shareholder of at least $0.5 million
    annually for as long as the minority interest shareholder
    continues to own 20% of the Ali Business.(b)
    
    We have granted to the former holders of capital stock of 19
    Entertainment the right, during a period of 20 business days
    beginning March 17, 2011, to cause us to purchase up to
    1.7 million shares of common stock from them at a price of
    $13.18 per share, which is reflected in the table above.(c)
    
    We are required to pay an annual dividend of $1.8 million
    per year in quarterly installments on our outstanding
    Series B Convertible Preferred Stock issued in the
    acquisition of the Presley Business.(d)
    
    The sellers of MBST may receive up to 150,000 additional
    restricted shares of common stock upon satisfaction of certain
    performance thresholds during the period ending August 9,
    2010.(e)
    
    The Ali Trust has the right to receive an additional 5%
    membership interest in the Ali Business effective as of the end
    of the calendar year in which the total compound internal rate
    of return to the Company on its initial $50 million
    investment equals or exceeds (i) 30% on a cumulative basis
    during the period ending April 10, 2011 or (ii) 25% on
    a cumulative basis for any period commencing on the acquisition
    date and ending at any time after April 10, 2011. The Ali
    Trust also has the right to require the Company to purchase all
    of its remaining ownership interest in the Ali Business
    beginning on the fifth anniversary of the acquisition at a price
    based on the then current fair market value.  Future
    Acquisitions
      Inflation
    Application
    of Critical Accounting Policies
   47




---



##### Table of Contents



Television
    Production Costs
  No. 00-2, Accounting by Producers or Distributors of Films (SOP 00-2).
  SOP 00-2,
  Artist
    Advances and Recoupable Recording Costs
  Financial Reporting in the Record and Music
    Industry artist-by-artist
  Goodwill
    and Other Intangible Assets
  Business Combinations
  Goodwill and Other
    Intangible Assets
    
 48




---



##### Table of Contents



Income
    Taxes
          Share-Based
    Payments
  Share-Based Payment
 49




---



##### Table of Contents



Impact of
    Recently Issued Accounting Standards
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Business Combinations Noncontrolling Interests in Consolidated Financial
    Statements
  Off
    Balance Sheet Arrangements
  Regulation S-K.
 ITEM 7A. QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    Interest
    Rate Risk
     50




---



##### Table of Contents



Foreign
    Exchange Risk
        19
    Entertainment Put Option
   51




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Table of
    Contents to Financial Statements
  PageCKX, Inc.Reports of Independent Registered Public Accounting Firms


53Consolidated Balance Sheets at December 31, 2008 and 2007


55Consolidated Statements of Operations for the years ended
    December 31, 2008, 2007, and 2006


56Consolidated Statements of Cash Flows for the years ended
    December 31, 2008, 2007, and 2006


57Consolidated Statement of Stockholders Equity for the
    years ended December 31, 2008, 2007 and 2006


59Notes to Consolidated Financial Statements


60  52




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              Internal Control  Integrated Framework
  Deloitte &
    Touche LLP
     53




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        Internal Control  Integrated Framework
        Internal Control  Integrated Framework
    Deloitte &
    Touche LLP
     54




---



##### Table of Contents



CKX,
    INC.
  CONSOLIDATED
    BALANCE SHEETS
 (amounts in thousands, except share data)
  December 31,


December 31,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
101,895


$
50,947Receivables, net of allowance for doubtful accounts of $803 at
    December 31, 2008 and
    $832 at December 31, 2007


37,085



42,231Due from related party


274



999Inventories, net of allowance for obsolescence of $649 at
    December 31, 2008 and $627 at December 31, 2007


1,988



2,092Prepaid expenses and other current assets


8,119



5,337Investment in FXRE






6,175Deferred tax assets


4,941



1,293Total current assets


154,302



109,074Property and equipment  net


47,818



43,989Receivables


3,267



1,607Loans to related parties


1,765



7,931Deferred production costs


7,339



635Other assets


19,458



19,223Goodwill


108,771



160,454Other intangible assets  net


127,403



181,872Deferred tax assets


5,938



670TOTAL ASSETS

$
476,061


$
525,455LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
19,648


$
14,987Accrued expenses


22,373



20,448Accrued dividend






6,175Current portion of long-term debt


489



652Income taxes payable


5,526



6,226Deferred revenue


30,745



12,009Total current liabilities


78,781



60,497Long-term liabilities:Long-term debt


101,429



102,418Deferred revenue


3,515



2,778Other long-term liabilities


2,850



4,216Deferred tax liabilities


23,744



38,083Total liabilities


210,319



207,992Minority interest


5,279



4,757Redeemable restricted common stock 
    1,672,170 shares outstanding at December 31,
    2008 and 2007


23,002



23,002Commitments and contingenciesStockholders equity:Preferred stock, $.01 par value, authorized
    75,000,000 shares:Series B - 1,491,817 shares outstanding at
    December 31, 2008 and 2007


22,825



22,825Series C - 1 share outstanding at
    December 31, 2008 and 2007






Common stock, $0.01 par value: authorized
    200,000,000 shares, 95,634,685 shares issued
    at December 31, 2008 and 95,402,757 issued and outstanding
    at December 31, 2007


956



954Additional
    paid-in-capital


377,617



374,665Accumulated deficit


(106,619
)


(123,746
)Common stock in treasury of 3,339,350 shares at
    December 31, 2008 and none at
    December 31, 2007


(7,647
)


Accumulated other comprehensive income (loss)


(49,671
)


15,006Total stockholders equity


237,461



289,704TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
476,061


$
525,455    55




---



##### Table of Contents



CKX,
    INC.
  CONSOLIDATED STATEMENTS OF OPERATIONS
 (amounts in thousands, except  share and per share
    information)
  Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,2008


2007


2006Revenue

$
288,128


$
266,777


$
210,153Operating expenses:Cost of sales


117,358



90,073



79,893Selling, general and administrative expenses


78,354



87,672



68,760Corporate expenses


18,065



18,156



15,236Impairment charges


35,661







Depreciation and amortization


21,161



22,551



20,541Merger and distribution-related costs (recoveries), net


(5,768
)


5,259



Acquisition-related costs


2,267







3,159Other (income) expense


(15,910
)


308



2,669Total operating expenses


251,188



224,019



190,258Operating income


36,940



42,758



19,895Interest income


1,778



1,644



1,406Interest expense


(5,601
)


(5,590
)


(1,166
)Other income (expense)






2,181



(3,323
)Income before income taxes, equity in earnings of affiliates and
    minority interest


33,117



40,993



16,812Income tax expense


14,430



19,432



6,178Income before equity in earnings of affiliates and minority
    interest


18,687



21,561



10,634Equity in earnings of affiliates


2,521



1,566



686Minority interest


(2,257
)


(2,553
)


(2,127
)Income from continuing operations


18,951



20,574



9,193Loss from discontinued operations






(8,430
)


Net income


18,951



12,144



9,193Dividends on preferred stock


(1,824
)


(1,824
)


(1,824
)Net income available to common shareholders

$
17,127


$
10,320


$
7,369Basic income per share:Income from continuing operations

$
0.20


$
0.21


$
0.10Discontinued operations






(0.08
)


Dividends on preferred stock


(0.02
)


(0.02
)


(0.02
)Basic income per share

$
0.18


$
0.11


$
0.08Diluted income per share:Income from continuing operations

$
0.20


$
0.21


$
0.10Discontinued operations






(0.08
)


Dividends on preferred stock


(0.02
)


(0.02
)


(0.02
)Diluted income per share

$
0.18


$
0.11


$
0.08Average number of common shares outstanding:Basic


96,674,706



96,901,172



92,529,152Diluted


96,684,377



96,991,441



93,555,201    56




---



##### Table of Contents



CKX,
    INC.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 (amounts in thousands)
  Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,2008


2007


2006Cash flows from operating activities:Net income

$
18,951


$
12,144


$
9,193Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


21,161



22,551



20,541Impairment charges


35,661







Impact on cash of discontinued operations






8,430



Unrealized foreign currency gains and losses


(11,833
)


308



3,996Share-based payments


2,954



1,325



1,052Minority interest


2,257



2,553



2,127Equity in earnings of affiliates, net of cash received


264



482



(988
)Merger termination recoveries, net of cash received


(7,647
)






Gain on distribution






(2,225
)


Deferred income taxes


(15,923
)


(1,802
)


(2,009
)Non-cash interest expense


666



654



390Provision for accounts receivable allowance


814



588



450Provision for inventory allowance


114



32



242Changes in operating assets and liabilities:Receivables


83



(21,005
)


(1,677
)Inventory


(10
)


68



662Prepaid expenses


(2,782
)


(2,579
)


1,210Prepaid income taxes






7,014



(5,512
)Other assets


(7,144
)


364



(1,416
)Accounts payable and accrued expenses


5,215



7,456



4,376Deferred revenue


19,473



(271
)


(3,388
)Income taxes payable


(700
)


4,736



(768
)Other


(1,347
)


(143
)


1,447Net cash provided by operating activities


60,227



40,680



29,928Cash flows from investing activities:Additions to property and equipment


(7,838
)


(11,354
)


(10,684
)Loan repayment from FXRE


6,345







Loan to minority interest shareholder


(500
)






Repayment of loan to minority interest shareholder


500







Investment in and loan to FXRE






(109,691
)


Loan to related party






(1,750
)


Purchases of businesses, net of cash acquired










(64,921
)Proceeds from sale of marketable securities










42,625Net cash used in investing activities


(1,493
)


(122,795
)


(32,980
)Cash flows from financing activities:Distributions to minority interest shareholders


(1,700
)


(1,750
)


(1,967
)Principal payments on debt


(1,152
)


(631
)


(759
)Borrowing under revolving credit facility






100,000



Proceeds from exercise of warrants






244



Debt issuance costs






(94
)


(3,158
)Issuance of common stock










6,911Dividends paid on preferred stock


(1,824
)


(1,824
)


(1,824
)Net cash (used in) provided by financing activities


(4,676
)


95,945



(797
)Effect of exchange rate changes on cash


(3,110
)


507



3,480Net increase (decrease) in cash and equivalents


50,948



14,337



(369
)Cash and cash equivalents, beginning of period


50,947



36,610



36,979Cash and cash equivalents, end of period

$
101,895


$
50,947


$
36,610Supplemental cash flow data (in thousands):Cash paid during the period for:Interest

$
5,266


$
4,535


$
514Income taxes


30,106



11,033



15,118  57




---



##### Table of Contents



Supplemental
    Cash Flow Information:
    Shares received in merger termination

$
7,647Distribution of final 2% ownership interest in FXRE


6,175Accrued but unpaid Series B Convertible Preferred Stock
    Dividends


456     Dividend of CKXs interests in FXRE to the Distribution
    Trusts (as defined)

$
91,259Accrued dividend of CKXs interests in FXRE to the
    Distribution Trusts (as defined)


6,175Accrued but unpaid Series B Convertible Preferred Stock
    Dividends


456     Issuance of note in connection with the acquisition of certain
    assets of Elvis-themed museum

$
750Common stock issued in connection with acquisitions


2,387Accrued but unpaid Series B Convertible Preferred Stock
    Dividends


456    58




---



##### Table of Contents



CKX,
    INC.
  CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
 (IN THOUSANDS, EXCEPT SHARE INFORMATION)
  AccumulatedOtherPreferred Stock








Additional





Common Stock


ComprehensiveSeries B


Series C


Common Stock


Paid-In


Accumulated


in Treasury


IncomeShares


Amount


Shares


Amount


Shares


Amount


Capital


Deficit


Shares


Amount


(Loss)


TotalBalance at January 1, 2006


1,491,817


$
22,825



1


$




90,528,818


$
905


$
362,833


$
(43,931
)





$



$
(19,200
)

$
323,432Warrant exercises


















3,455,219



35



6,876



















6,911Shares issued for acquisitions


















221,683



2



2,385



















2,387Shares issued to independent directors


















16,355







576



















576Restricted shares issued to employees


















15,000







70



















70Stock option expense


























375



















375Series B preferred dividends






























(1,824
)














(1,824
)Net income






























9,193















9,193Other comprehensive income










































29,889



29,889Balance at December 31, 2006


1,491,817


$
22,825



1


$




94,237,075


$
942


$
373,115


$
(36,562
)





$



$
10,689


$
371,009Fin 48 adjustment






























(70
)














(70
)Warrant exercises


















1,081,889



11



233



















244Shares issued to independent directors


















28,293







656



















656Restricted shares issued to employees


















55,500



1



189



















190Stock option expense


























472



















472Series B preferred dividends






























(1,824
)














(1,824
)Distribution of FXRE






























(97,434
)














(97,434
)Net income






























12,144















12,144Other comprehensive income










































4,317



4,317Balance at December 31, 2007


1,491,817


$
22,825



1


$




95,402,757


$
954


$
374,665


$
(123,746
)





$



$
15,006


$
289,704Shares issued to independent directors


















38,628







475



















475Restricted shares issued to employees


















200,000



2



1,904



















1,906Restricted shares forfeited by employees


















(6,700
)


























Shares received upon merger termination


















(3,339,350
)














3,339,350



(7,647
)






(7,647
)Stock option expense


























573



















573Series B preferred dividends






























(1,824
)














(1,824
)Net income






























18,951















18,951Other comprehensive loss










































(64,677
)


(64,677
)Balance at December 31, 2008


1,491,817


$
22,825



1


$




92,295,335


$
956


$
377,617


$
(106,619
)


3,339,350


$
(7,647
)

$
(49,671
)

$
237,461    59




---



##### Table of Contents



CKX,
    INC.
  NOTES TO
    FINANCIAL STATEMENTS
  1.
    Overview  IDOLS American Idol IDOLS American Idol
  and/or
  IDOLS
      2.
    Terminated
    Merger Agreement        3. Transactions
    Involving FX Real Estate and Entertainment Inc. and FX Luxury
    Realty, LLC
   60




---



##### Table of Contents



Investments
    in FX Luxury Realty and FX Real Estate and Entertainment Inc.
    and Distributions to CKX Stockholders
              Terminated
    License Agreements
   61




---



##### Table of Contents



and/or
  Discontinued
    Operations
  Accounting for Non-monetary Transactions, Accounting for
    Impairment or Disposal of Long-Lived Assets
  Period fromJune 1, 2007 toSeptember 30,2007Revenue

$
1,346Total costs and expenses, net of minority interest share


(6,802
)Equity in losses of unconsolidated subsidiaries


(2,974
)Income taxes


Loss from discontinued operations, net of income taxes

$
(8,430
)   CKX
    Loan to FXRE
    Shared
    Services Agreement
     62




---



##### Table of Contents



4.
    Summary
    of Significant Accounting Policies and Basis of
    Presentation  Principles
    of Consolidation
    Consolidation
    of Variable Interest Entities
  Use of
    Estimates
   63




---



##### Table of Contents



Investment
    in FXRE
  Consolidated Financial
    Statements
  Cash
    and Cash Equivalents
      Inventory
  first-in,
  Property
    and Equipment, net
      December 31, 2008


December 31, 2007


Useful Lives(In thousands)


(In thousands)Land

$
27,681


$
25,285



n/aBuildings and improvements


21,082



18,425



5-20Equipment, furniture and fixtures


7,859



7,530



3-756,622



51,240Less: accumulated depreciation and amortization


(8,804
)


(7,251
)$
47,818


$
43,989   Revenue
    Recognition
  Merchandising/Name,
    Image and Likeness Licensing Revenue:
  
 64




---



##### Table of Contents



Royalty
    Income:
  Financial Reporting
    in the Record and Music Industry
    Television
    Revenue:
  00-2, Accounting by Producers or Distributors of Films (SOP 00-2). SOP 00-2:
  Sponsorship
    Revenue:
    Management
    and Production Services Revenue:
    Other
    Revenue:
   65




---



##### Table of Contents



Television
    Production Costs
  SOP 00-2.
  SOP 00-2,
  Artist
    Advances and Recoupable Recording Costs
    Advertising
    Expense
    Website
    Development Costs
    Income
    Taxes
  Accounting for Income
    Taxes
  Accounting for Uncertainty in Income Taxes
 66




---



##### Table of Contents



Foreign
    Currency
      Goodwill
    and Other Intangible Assets
  Goodwill and Other
    Intangible Assets
      Equity
    Investments
        Share-Based
    Payments
   67




---



##### Table of Contents



Impact
    of Recently Issued Accounting Standards
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Business Combinations Noncontrolling Interests in Consolidated Financial
    Statements
  5.
    Capital
    Structure  Redeemable
    Restricted Common Stock
    Series B
    Convertible Preferred Stock
     68




---



##### Table of Contents



Series C
    Convertible Preferred Stock
  pari passu
  Common
    Stock
    6.
    Comprehensive
    Income (Loss)    Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,2008


2007


2006Net income

$
18,951


$
12,144


$
9,193Other comprehensive income (loss):Foreign currency translation adjustments


(64,677
)


4,317



29,889Comprehensive income (loss)

$
(45,726
)

$
16,461


$
39,082    69




---



##### Table of Contents



7.
    Earnings
    Per Share/Common Shares Outstanding  Earnings Per Share
    Year Ended December 31,2008


2007


2006Weighted average basic common shares outstanding (including
    redeemable restricted common stock)


96,674,706



96,901,172



92,529,152Incremental shares for assumed exercise of warrants and stock
    options


9,671



90,269



1,026,049Weighted average diluted common shares outstanding (including
    redeemable restricted common stock)


96,684,377



96,991,441



93,555,201   8.
    Intangible
    Assets and Goodwill          2008ForeignBalance at


Currency








Balance atDecember 31,


Translation


Impairment


Other


December 31,2007


Adjustment


Charges


Adjustments


2008Presley royalties and licensing

$
14,413


$



$



$



$
14,413Presley Graceland operations


10,166















10,16619 Entertainment


121,328



(33,114
)






(7,307
)


80,907MBST


10,097







(7,922
)






2,175Ali Business


4,450







(3,340
)






1,110Total

$
160,454


$
(33,114
)

$
(11,262
)

$
(7,307
)

$
108,771    70




---



##### Table of Contents



Balance at





Balance atDecember 31,


Impairment


December 31,2007


Charge


2008Trademarks, publicity rights and other intellectual property:Presley Business

$
38,165


$



$
38,165Ali Business


52,599



(24,399
)


28,200$
90,764


$
(24,399
)

$
66,365     WeightedAverage


Gross





NetRemaining


Carrying


Accumulated


CarryingUseful Life


Amount


Amortization


AmountDefinite Lived Intangible Assets:Presley record, music publishing, film and video rights


11.1 years


$
28,900


$
(7,353
)

$
21,547Other Presley intangible assets


13.2 years



13,622



(5,265
)


8,35719 Entertainment IDOLS television programming, merchandising and
    sponsorship relationships


3.3 years



58,644



(30,948
)


27,69619 Entertainment other artist management, recording,
    merchandising, and sponsorship relationships


0.7 years



12,252



(10,538
)


1,714MBST artist contracts, profit participation rights and other
    intangible assets


3.0 years



4,270



(2,546
)


1,724$
117,688


$
(56,650
)

$
61,038       Gross





NetCarrying


Accumulated


CarryingAmount


Amortization


AmountDefinite Lived Intangible Assets:Presley record, music publishing, film and video rights

$
28,900


$
(5,408
)

$
23,492Other Presley intangible assets


13,622



(3,990
)


9,63219 Entertainment IDOLS television programming, merchandising and
    sponsorship relationships


80,879



(30,930
)


49,94919 Entertainment other artist management, recording,
    merchandising, and sponsorship relationships


16,898



(11,347
)


5,551MBST artist contracts, profit participation rights and other
    intangible assets


4,270



(1,786
)


2,484$
144,569


$
(53,461
)

$
91,108     Years Ending December 31,

(In thousands)2009

$
16,1002010


15,3002011


14,2002012


5,5002013


2,800  71




---



##### Table of Contents



9.
    Debt            Years Ending December 31,

(In thousands)2009

$
4892010


4732011


100,4982012


4582013


Thereafter


$
101,918   10.
    Stockholders
    Equity      11.
    Share-Based
    Payments    Restricted
    Stock Grants
  
 72




---



##### Table of Contents



Stock
    Option Grants
          2008


2007


2006Risk-free average interest rate


3.1
%


4.5
%


5.0
%Volatility


37.0
%


39.0
%


38.0
%Expected life (years)


6.5



6.5



7.5Dividend yield


0.0
%


0.0
%


0.0
%Weighted average grant date fair value

$
3.54


$
5.71


$
5.75       2008



2007



2006Weighted






Weighted






WeightedAverage






Average






AverageOptions


Exercise Price



Options


Exercise Price



Options


Exercise PriceBalance outstanding at beginning of year


515,000


$
12.75




440,000


$
12.97




259,500


$
12.20Granted


223,500


$
8.28




124,500


$
12.02




218,000


$
13.88Exercised
























Forfeited


(26,400
)

$
10.92




(49,500
)

$
12.85




(37,500
)

$
12.87Balance outstanding at end of year


712,100


$
11.42




515,000


$
12.75




440,000


$
12.97Balance exercisable at end of year


89,530


$
12.24Balance expected to vest in future years


531,095


$
11.44      73




---



##### Table of Contents



12.
    Income
    Taxes    Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in thousands)

2008


2007


2006Domestic operations

$
(4,785
)

$
(394
)

$
(9,692
)Foreign operations


37,902



41,387



26,504Income before income taxes, equity in earnings of affiliates and
    minority interest

$
33,117


$
40,993


$
16,812     Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in thousands)

2008


2007


2006Current provision (benefit)Federal

$
9,369


$
3,448


$
2,089Foreign


17,509



15,134



5,030State


3,475



2,652



1,06830,353



21,234



8,187Deferred provision (benefit)Federal


(10,226
)


2,474



(368
)Foreign


(3,951
)


(4,253
)


(1,484
)State


(1,746
)


(23
)


(157
)(15,923
)


(1,802
)


(2,009
)Total income tax expense

$
14,430


$
19,432


$
6,178     Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in thousands)

2008


2007


2006Income tax expense at statutory federal rate

$
11,591


$
14,346


$
5,884Effect of state and local income taxes


1,124



1,350



1,002Foreign earnings


(1,226
)


932



686Valuation allowance










(2,947
)Income taxed directly to minority interests


(314
)


(558
)


(378
)Intercompany transactions










1,154Transaction related costs


(792
)


1,586



MBST impairment charge


2,773







Other permanently non-deductible related items


1,274



1,776



777Income tax expense

$
14,430


$
19,432


$
6,178    74




---



##### Table of Contents



December 31,


December 31,(in thousands)

2008


2007Deferred income tax assets:CurrentInventory

$
340


$
332Accounts receivable


779



659Deferred revenue


3,822



302Current deferred income tax assets


4,941



1,293Non-currentFuture foreign tax credit carryforwards


19,707



23,116Net operating loss carryforwards/unremitted earnings


(32
)


(111
)Deferred revenue


723



618Other


1,349



163Less: valuation allowance


(15,809
)


(23,116
)Non-current deferred income tax assets


5,938



670Total deferred income tax assets, net


10,879



1,963Deferred tax liabilities:Intangible asset basis difference


(23,735
)


(38,483
)Property and equipment


(46
)


(186
)Other


37



586Total deferred income tax liabilities


(23,744
)


(38,083
)Total deferred income tax assets (liabilities), net

$
(12,865
)

$
(36,120
)   EITF 93-7, Uncertainties Related to Income Taxes in a Purchase Business
    Combination
         75




---



##### Table of Contents



(in thousands)Balance at January 1, 2008

$
193Increases/(decreases) related to prior period positions


Increases/(decreases) related to current period positions


Decreases due to settlements with taxing authorities


Decreases due to lapse of statute of limitations


Balance at December 31, 2008

$
193   (in thousands)Balance at January 1, 2007

$
Increases related to adoption of FIN 48


120Increases/(decreases) related to prior period positions


73Increases/(decreases) related to current period positions


Decreases due to settlements with taxing authorities


Decreases due to lapse of statute of limitations


Balance at December 31, 2007

$
193         13.
    Segment
    Information       76




---



##### Table of Contents



Presley Business








CorporateRoyalties and


Graceland


19


Ali


andSegment Information

Licensing


Operations


Entertainment


Business (2)


Other (1)(2)


Total(Amounts in thousands)Year ended December 31, 2008:Revenue

$
18,186


$
36,713


$
223,625


$
4,028


$
5,576


$
288,128Operating income (loss)

$
7,870


$
3,875


$
75,103


$
(26,805
)

$
(23,103
)

$
36,940Depreciation and amortization

$
2,582


$
2,251


$
15,352


$
59


$
917


$
21,161OIBDAN

$
10,491


$
6,205


$
92,457


$
1,008


$
(13,445
)

$
96,716Year ended December 31, 2007:Revenue

$
21,883


$
40,879


$
192,962


$
6,151


$
4,902


$
266,777Operating income (loss)

$
9,364


$
5,019


$
50,254


$
2,718


$
(24,597
)

$
42,758Depreciation and amortization

$
2,582


$
2,089


$
16,916


$
51


$
913


$
22,551OIBDAN

$
11,981


$
7,172


$
67,417


$
2,784


$
(22,720
)

$
66,634Year ended December 31, 2006:Revenue

$
13,699


$
35,081


$
151,218


$
4,065


$
6,090


$
210,153Operating income (loss)

$
6,300


$
2,391


$
28,061


$
1,404


$
(18,261
)

$
19,895Depreciation and amortization

$
2,582


$
1,823


$
15,195


$
67


$
874


$
20,541OIBDAN

$
8,897


$
4,254


$
43,476


$
1,481


$
(16,620
)

$
41,488     (1)
    
    The operating losses in 2008 and 2007 include
    $(5.8) million and $5.3 million, respectively, of
    merger and distribution-related costs (recoveries), net. The
    operating losses in 2008 and 2006 include $2.3 million and
    $3.2 million of acquisition-related costs.(2)
    
    The 2008 operating losses for the Ali Business and Corporate and
    Other segments include $27.8 million and $7.9 million,
    respectively, of intangible asset impairment charges.  Presley Business








CorporateRoyalties and


Graceland


19


Ali


andLicensing


Operations


Entertainment


Business


Other


Total(Amounts in thousands)Asset Information:Segment assets at December 31, 2008

$
84,437


$
74,359


$
148,548


$
31,362


$
137,355


$
476,061Segment assets at December 31, 2007

$
83,324


$
72,846


$
230,696


$
60,053


$
78,536


$
525,455Investment in affiliates at December 31, 2008

$
3,113


$



$
1,047


$



$



$
4,160Investment in affiliates at December 31, 2007

$



$



$
1,311


$



$
6,175


$
7,486Purchase of property and equipment for year ended
    December 31, 2008

$



$
4,562


$
3,217


$
4


$
55


$
7,838Purchase of property and equipment for year ended
    December 31, 2007

$



$
9,776


$
1,511


$
5


$
62


$
11,354Purchase of property and equipment for year ended
    December 31, 2006

$



$
8,748


$
1,690


$
11


$
235


$
10,684  77




---



##### Table of Contents



Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(Amounts in thousands)

2008


2007


2006OIBDAN

$
96,716


$
66,634


$
41,488Impairment charges


(35,661
)






Depreciation and amortization


(21,161
)


(22,551
)


(20,541
)Non-cash compensation


(2,954
)


(1,325
)


(1,052
)Interest income


1,778



1,644



1,406Interest expense


(5,601
)


(5,590
)


(1,166
)Equity in earnings of affiliates


2,521



1,566



686Other income (expense)






2,181



(3,323
)Income tax expense


(14,430
)


(19,432
)


(6,178
)Minority interest


(2,257
)


(2,553
)


(2,127
)Loss from discontinued operations






(8,430
)


Net income

$
18,951


$
12,144


$
9,193       14.
    Commitments
    and Contingencies  Commitments
    (In thousands)Year Ending December 31,2009

$
4,3432010


3,6452011


2,8912012


2,9462013


2,185Thereafter


3,509$
19,519      78




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##### Table of Contents



(In thousands)Year Ending December 31,2009

$
14,9762010


4,8022011


1,9442012


5602013


560Thereafter


607$
23,449         Contingencies
           79




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##### Table of Contents



15.
    Related
    Party Transactions               80




---



##### Table of Contents



16.
    Retirement
    Plan    17.
    Unaudited
    Quarterly Financial Information      For The Year Ended

First


Second


Third


FourthDecember 31, 2008

Quarter


Quarter


Quarter


Quarter


TotalRevenue

$
65,237


$
88,510


$
96,977


$
37,404


$
288,128Depreciation and amortization


5,632



5,457



5,322



4,750



21,161Impairment charges














35,661



35,661Other operating (income) expense


(217
)


58



(5,631
)


(10,120
)


(15,910
)Operating income (loss)


20,059



25,233



22,708



(31,060
)


36,940Income tax expense (benefit)


8,365



11,515



12,152



(17,602
)


14,430Equity in earnings of affiliates


1,212



445



299



565



2,521Minority interest


(397
)


(678
)


(688
)


(494
)


(2,257
)Net income (loss)


11,670



12,388



9,144



(14,251
)


18,951Dividends on preferred stock


(456
)


(456
)


(456
)


(456
)


(1,824
)Net income (loss) available to common shareholders


11,214



11,932



8,688



(14,707
)


17,127Basic income (loss) per common share

$
0.12


$
0.12


$
0.09


$
(0.15
)

$
0.18Diluted income (loss) per common share

$
0.12


$
0.12


$
0.09


$
(0.15
)

$
0.18Weighted average basic common shares outstanding


97,080,778



97,045,279



97,054,680



95,579,940



96,674,706Weighted average diluted common shares outstanding


97,083,350



97,090,538



97,060,937



95,579,940



96,684,377   For The Year Ended

First


Second


Third


FourthDecember 31, 2007

Quarter


Quarter


Quarter


Quarter


TotalRevenue

$
49,598


$
72,331


$
99,069


$
45,779


$
266,777Depreciation and amortization


5,572



5,526



5,658



5,795



22,551Operating income


8,120



13,570



20,205



863



42,758Other income (expense)


2



(388
)


(8
)


2,575



2,181Income tax expense (benefit)


4,809



9,105



4,256



1,262



19,432Equity in earnings (losses) of affiliates


377



(2,236
)


514



2,911



1,566Minority interest


(208
)


1,531



(1,032
)


(2,844
)


(2,553
)Net income


3,356



1,912



6,433



443



12,144Dividends on preferred stock


(456
)


(456
)


(456
)


(456
)


(1,824
)Net income (loss) available to common shareholders


2,900



1,456



5,977



(13
)


10,320Basic and diluted income (loss) per common share

$
0.03


$
0.01


$
0.06


$



$
0.11Weighted average basic common shares outstanding


96,737,982



96,857,748



96,985,517



97,019,427



96,901,172Weighted average diluted common shares outstanding


96,947,282



96,949,853



97,087,081



97,019,427



96,991,441  81




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##### Table of Contents



18.
    Subsequent
    Events  and/or
 82




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A. CONTROLS
    AND PROCEDURES  Disclosure
    Controls
    Rules 13a-15(e)
  Managements
    Annual Report on Internal Controls Over Financial
    Reporting
  Rules 13a-15(f)
        Rules 13a-15(f) 15d-15(f)
  Form 10-K.
  ITEM 9B.
    OTHER
    INFORMATION   83




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##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Form 10-K
    ITEM 11.
    EXECUTIVE
    COMPENSATION  Form 10-K
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Form 10-K
  ITEM 13.
    CERTAIN
    RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Form 10-K
  ITEM 14. PRINCIPAL
    ACCOUNTING FEES AND SERVICES
  Form 10-K
 84




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##### Table of Contents



PART IV ITEM 15. EXHIBITS,
    FINANCIAL STATEMENTS AND SCHEDULES  Financial
    Statements
    Financial
    Statement Schedule
   85




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##### Table of Contents



Financial
    Statement Schedule
  SCHEDULE II
  CKX,
    Inc.
  VALUATION
    AND QUALIFYING ACCOUNTS
    YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
    (DOLLARS IN THOUSANDS)
  Balance at


Additions ChargedBeginning of


(Credited) to Costs


Additions Charged





Balance atDescription

Period


and Expenses


to Other Accounts


Deductions


End of Period2008Accounts receivableAllowance for doubtful accounts

$
832


$
814


$



$
(843
)

$
803Inventory allowance for obsolescence


627



114







(92
)


649Deferred taxes valuation allowance


23,116







(7,307
)






15,809Total

$
24,575


$
928


$
(7,307
)

$
(935
)

$
17,2612007Accounts receivableAllowance for doubtful accounts

$
457


$
588


$



$
(213
)

$
832Inventory allowance for obsolescence


636



32







(41
)


627Deferred taxes valuation allowance


28,583



(479
)


(4,988
)






23,116Total

$
29,676


$
141


$
(4,988
)

$
(254
)

$
24,5752006Accounts receivableAllowance for doubtful accounts

$
7


$
251


$
227


$
(28
)

$
457Inventory allowance for obsolescence


394



296







(54
)


636Deferred taxes valuation allowance


31,405



(2,947
)


125







28,583Total

$
31,806


$
(2,400
)

$
352


$
(82
)

$
29,676  86




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##### Table of Contents



Exhibits
    Exhibit No.

Description2
.1

Agreement and Plan of Merger, dated as of June 1, 2007, by
    and among 19X, Inc., 19 Acquisition Corp. and CKX, Inc.
    (Previously filed as Exhibit 2.1 to the
    Form 8-K
    filed June 1, 2007, and incorporated herein by reference)
    (Pursuant to Item 601(b)(2) of
    Regulation S-K,
    the Company agrees to furnish, supplementally, a copy of any
    exhibit or schedule omitted from the Merger Agreement to the SEC
    upon request.)2
.2

Amendment No. 1, dated as of August 1, 2007, to the
    Agreement and Plan of Merger, dated as of June 1, 2007, by
    and among 19X, Inc., 19X Acquisition Corp. and CKX, Inc.
    (Previously filed as Exhibit 2.1 to the
    Form 8-K
    filed August 1, 2007, and incorporated herein by reference.)2
.3

Amendment No. 2, dated as of September 27, 2007, to
    the Agreement and Plan of Merger, dated as of June 1, 2007
    and amended as of August 1, 2007, by and among 19X, Inc.,
    19 Acquisition Corp. and CKX, Inc. (Previously filed as
    Exhibit 2.1 to the
    Form 8-K
    filed September 28, 2007, and incorporated herein by
    reference.)2
.4

Amendment No. 3, dated as of January 23, 2008, to the
    Agreement and Plan of Merger, dated as of June 1, 2007 and
    amended as of September 27, 2007 and August 1, 2007,
    by and among 19X, Inc., 19 Acquisition Corp. and CKX, Inc.
    (Previously filed as Exhibit 2.1 to the
    Form 8-K
    filed January 24, 2008, and incorporated herein by
    reference.)2
.5

Amendment No. 4, dated as of May 27, 2008, to the
    Agreement and Plan of Merger, dated as of June 1, 2007 and
    amended as of January 23, 2008, September 27, 2007 and
    August 1, 2007, by and among 19X, Inc., 19 Acquisition
    Corp. and CKX, Inc. (Previously filed as Exhibit 2.1 to the
    Form 8-K
    filed May 29, 2008, and incorporated herein by reference.)2
.6

Management Cooperation Agreement, dated as of June 1, 2007,
    by and among CKX, Inc. and each of the stockholders set forth on
    Schedule I thereto (Previously filed as Exhibit 2.2 to
    the
    Form 8-K
    filed June 1, 2007, and incorporated herein by reference.)2
.7

Amendment, dated July 18, 2007, to the Management
    Cooperation Agreement, dated June 1, 2007, by and among
    CKX, Inc. and each of the stockholders set forth on
    Schedule I to the Management Cooperation Agreement
    (Previously filed as Exhibit 2.3 to the
    Form 10-Q
    for the quarterly period ended June 30, 2007, and
    incorporated herein by reference.)2
.8

Amendment No. 2, dated as of September 27, 2007, to
    the Management Cooperation Agreement dated as of June 1,
    2007 and amended as of July 18, 2007 (Previously filed as
    Exhibit 2.2 to the
    form 8-K
    filed September 28, 2007, and incorporated herein by
    reference.)2
.9

Amendment No. 3, dated as of May 27, 2008, to the
    Management Cooperation Agreement dated as of June 1, 2007
    and amended as of July 18, 2007 and September 27, 2007
    (Previously filed as Exhibit 2.2 to the
    Form 8-K
    filed May 29, 2007, and incorporated herein by reference.)3
.1

Certificate of Incorporation (Previously filed as
    Exhibit 3.1 to the
    Form 10-KSB
    filed March 31, 2005, and incorporated herein by reference).3
.2

Amended and Restated Bylaws (Filed herewith).4
.1

Registration Rights Agreement, dated February 7, 2005
    between the Company and The Huff Alternative Fund, L.P.
    (Previously filed as Exhibit 4.4 to the
    Form 8-K/A
    filed February 11, 2005, and incorporated herein by
    reference).4
.2

Registration Rights Agreement, dated February 7, 2005
    between the Company and The Promenade Trust (Previously filed as
    Exhibit 4.5 to the
    Form 8-K/A
    filed February 11, 2005, and incorporated herein by
    reference).4
.3

Registration Rights Agreement, dated March 17, 2005, by and
    among the Company, Simon Robert Fuller and Fuller Nominees
    Limited (Previously filed as Exhibit 4.2 to the
    Form 10-QSB
    for the quarterly period ended March 31, 2005, and
    incorporated herein by reference).4
.4

Form of Common Stock Purchase Warrant, dated as of
    February 7, 2005, to purchase shares of common stock of the
    Company (Previously filed as Exhibit 4.6 to the
    Form 8-K/A
    filed February 11, 2005, and incorporated herein by
    reference).4
.5

Form of Promissory Term Note made on December 15, 2008,
    payable to Priscilla Presley (Filed herewith).4
.6

Letter Agreement, dated June 6, 2005 among the Company, The
    Huff Alternative Fund, L.P. and The Huff Alternative Parallel
    Fund, L.P. (Previously filed as Exhibit 4.9 to Amendment
    No. 3 to
    Form S-1/A
    (Registration Statement
    No. 333-123995)
    filed June 21, 2005, and incorporated herein by reference).10
.1

Lease Agreement, dated as of February 7, 2005, by and
    between The Promenade Trust and the Company with respect to the
    Graceland property (Previously filed as Exhibit 10.9 to the
    Form 8-K/A
    filed February 11, 2005, and incorporated herein by
    reference).10
.2

Elvis Presley Enterprises, Inc. Shareholders Agreement, dated as
    of February 7, 2005 (Previously filed as Exhibit 10.10
    to the
    Form 8-K/A
    filed February 11, 2005, and incorporated herein by
    reference).10
.3

Amended and Restated Operating Agreement of Elvis Presley
    Enterprises, LLC, dated as of February 7, 2005 (Previously
    filed as Exhibit 10.11 to the
    Form 8-K/A
    filed February 11, 2005, and incorporated herein by
    reference). 87




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##### Table of Contents



Exhibit No.

Description10
.4

Bridge Loan Credit Agreement dated as of February 7, 2005
    among the Company, EPE Holding Corporation, certain financial
    institutions or entities from time to time, Bear,
    Stearns & Co., Inc., as sole lead arranger, and Bear
    Stearns Corporate Lending Inc., as administrative agent
    (Previously filed as Exhibit 10.12 to the
    Form 8-K/A
    filed February 11, 2005, and incorporated herein by
    reference).10
.6

Agreement for the sale and purchase of the entire issued share
    capital of 19 Entertainment Limited, dated March 17, 2005
    among Simon Robert Fuller, Fuller Nominees LTD, Ingenious
    Ventures LTD, the Company and CKX UK Holdings Limited
    (Previously filed as Exhibit 10.21 to the
    Form 10-QSB
    for the quarterly period ended March 31, 2005, and
    incorporated herein by reference).10
.7

Amended and Restated Bridge Loan Credit Agreement, dated as of
    March 17, 2005, among the Company, EPE Holding Corporation,
    the several banks and other financial institutions or entities
    from time to time, Bear, Stearns & Co. Inc., as sole
    lead arranger, and Bear Stearns Corporate Lending Inc., as
    administrative agent (Previously filed as Exhibit 10.13 to
    the
    Form 10-QSB
    for the quarterly period ended March 31, 2005, and
    incorporated herein by reference).10
.8

Agreement (the Fox Letter Agreement) between 19 TV
    Limited, FremantleMedia North America, Inc. and Fox Broadcasting
    Company, dated as of April 22, 2002 (Previously filed as
    Exhibit 10.15 to Amendment No. 3 to
    Form S-1/A
    (Registration Statement
    No. 333-123995)
    filed June 21, 2005, and incorporated herein by reference).10
.9

Letter Agreement, between Pearson Television Operations BV,
    (predecessor in interest to FremantleMedia North America, Inc.)
    and 19 TV Limited, dated July 6, 2001 (Previously filed as
    Exhibit 10.16 to Amendment No. 3 to
    Form S-1/A
    (Registration Statement
    No. 333-123995)
    filed June 21, 2005, and incorporated herein by reference).10
.10

Agreement (the SonyBMG Agreement), between 19
    Recordings Limited and Ronagold Limited, dated February 8,
    2002, as amended (Previously filed as Exhibit 10.17 to
    Amendment No. 3 to
    Form S-1/A
    (Registration Statement
    No. 333-123995)
    filed June 21, 2005, and incorporated herein by reference).10
.9

Agreement, between 19 TV Limited, FremantleMedia North America,
    Inc. and Fox Broadcasting Company, amending the Fox Letter
    Agreement, dated as of May 15, 2003 (Previously filed as
    Exhibit 10.23 to Amendment No. 3 to
    Form S-1/A
    (Registration Statement
    No. 333-123995)
    filed June 21, 2005, and incorporated herein by reference).10
.10

Letter Agreement between 19 Recordings Limited and Ronagold
    Limited, amending the SonyBMG Agreement, dated October 14,
    2004 (Previously filed as Exhibit 10.24 to Amendment
    No. 3 to
    Form S-1/A
    (Registration Statement
    No. 333-123995)
    filed June 21, 2005, and incorporated herein by reference).10
.11

Amended and Restated Employment Agreement between the Company
    and Robert F.X. Sillerman (Previously filed as Exhibit 10.1
    to the
    Form 8-K
    filed January 7, 2009, and incorporated herein by
    reference).10
.12

Amended and Restated Employment Agreement between the Company
    and Mitchell J. Slater (Previously filed as Exhibit 10.2 to
    the
    Form 8-K
    filed January 7, 2009, and incorporated herein by
    reference).10
.13

Amended and Restated Employment Agreement between the Company
    and Howard J. Tytel (Previously filed as Exhibit 10.3 to
    the
    Form 8-K
    filed January 7, 2009, and incorporated herein by
    reference).10
.14

Amended and Restated Employment Agreement between the Company
    and Thomas P. Benson (Previously filed as Exhibit 10;4 to
    the
    Form 8-K
    filed January 7, 2009, and incorporated herein by
    reference).10
.15

Employment Agreement between the Company and Michael G. Ferrel
    (Previously filed as Exhibit 10.27 to Amendment No. 1
    to
    Form S-1/A
    (Registration Statement
    No. 333-123995)
    filed May 19, 2005, and incorporated herein by reference).10
.16

Directors Service Agreement, dated March 17, 2005
    between 19 Entertainment Limited and Simon Robert Fuller
    (Previously filed as Exhibit 10.19 to the
    Form 10-QSB
    for the quarterly period ended March 31, 2005, and
    incorporated herein by reference).10
.17

Confidentiality, Non-Competition, Non-Solicitation, and
    Non-Recruitment Agreement, dated as of March 17, 2005 by
    and between Simon Robert Fuller, the Company and CKX UK Holdings
    Limited (Previously filed as Exhibit 10.20 to the
    Form 10-QSB
    for the quarterly period ended March 31, 2005, and
    incorporated herein by reference).10
.18

Shareholders Agreement dated June 22, 2004 between 19
    Merchandising Limited, David Beckham, Victoria Beckham and
    Beckham Brand Limited (Previously filed as Exhibit 10.28 to
    Amendment No. 1 to
    Form S-1/A
    (Registration Statement
    No. 333-123995)
    filed May 19, 2005, and incorporated herein by reference).10
.19

Revolving Credit Facility Commitment Letter, dated June 2,
    2005, among the Company, Bear, Stearns & Co. Inc.,
    Bear Stearns Corporate Lending Inc., Credit Suisse, Lehman
    Commercial Paper Inc. and The Bank of New York (Previously filed
    as Exhibit 10.29 to Amendment No. 2 to
    Form S-1/A
    (Registration Statement
    No. 333-123995)
    filed June 6, 2005, and incorporated herein by reference.10
.20

Agreement among 19 Recordings Limited, 19 TV Limited, Simco
    Limited, CKX UK Holdings Limited, 19 Entertainment Limited and
    Sony Music Entertainment (UK) Limited, dated November 28,
    2005 (Previously filed as Exhibit 10.31 to the
    Form 10-K
    filed March 14, 2006, and incorporated herein by
    reference). 88




---



##### Table of Contents



Exhibit No.

Description10
.21

Agreement between 19 Recordings Limited and Ronagold Limited,
    dated November 28, 2005, amending the terms of the SonyBMG
    Agreement (Previously filed as Exhibit 10.32 to the
    Form 10-K
    filed March 14, 2006, and incorporated herein by reference).10
.22

Binding Heads of Terms among Fox Broadcasting Company,
    FremantleMedia North America Inc. and 19 TV Limited regarding
    the American Idoltelevision series (Previously filed as
    Exhibit 10.33 to the
    Form 10-K
    filed March 14, 2006, and incorporated herein by reference).10
.23

Revolving Credit Agreement, dated as of May 24, 2006, among
    the Company, the several banks and other financial institutions
    or entities from time to time parties thereto, Bear,
    Stearns & Co. Inc., as exclusive advisor, sole lead
    arranger and sole bookrunner, UBS Securities LLC and The Bank of
    New York, as co-syndication agents, Lehman Commercial Paper,
    Inc. and Credit Suisse, as codocumentation agents and Bear
    Stearns Corporate Lending Inc., as administrative agent
    (Previously filed as Exhibit 10.1 to the
    Form 10-Q
    for the quarterly period ended June 30, 2006, and
    incorporated herein by reference).10
.24

First Amendment and Waiver dated as of February 20, 2007 to
    the Credit Agreement, dated as of May 24, 2006 (Previously
    filed as Exhibit 10.2 to the
    form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated herein by reference.).10
.25

Second Amendment dated as of June 1, 2007 to the Credit
    Agreement, dated as of May 24, 2006 as amended
    February 20,2007 (Previously filed as Exhibit 10.2 to
    the
    Form 10-Q
    for the quarterly period September 30, 2007 and
    incorporated herein by reference.)10
.26

Third Amendment dated as of September 27, 2007 to the
    Credit Agreement, dated as of May 24, 2006 as amended
    February 20,2007 and June 1, 2007. (Previously filed
    as Exhibit 10.1 to the
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated herein by reference.)10
.27

Letter Agreement, dated April 10, 2006, among the Company,
    CKX G.O.A.T. Holding Corp. (formerly GOAT Acquisition, Inc.)
    Muhammad Ali Enterprises LLC (formerly G.O.A.T. LLC), G.O.A.T.,
    Inc. and Muhammad Ali and Yolanda E. Ali, each individually and
    as trustees of the Muhammad Ali Family Trust, dated
    October 22, 2002 (Previously filed at Exhibit 10.2 to
    the
    Form 10-Q
    for the quarterly period ended June 30, 2006, and
    incorporated herein by reference).10
.28

License Agreement between Elvis Presley Enterprises, Inc. and FX
    Luxury Realty, LLC, dated as of June 1, 2007 (Previously
    filed as Exhibit 10.1 to the
    Form 10-Q
    for the quarterly period ended June 30, 2007, and
    incorporated herein by reference).10
.29

Amendment No. 1, dated November 16, 2007, to the
    License Agreement between Elvis Presley Enterprises, Inc. and FX
    Luxury Realty, LLC, dated as of June 1, 2007 (Previously
    filed as Exhibit 10.29 to the
    Form 10-K
    filed March 4, 2008, and incorporated herein by reference.)10
.30

License Agreement between Muhammad Ali Enterprises LLC and FX
    Luxury Realty, LLC, dated as of June 1, 2007 (Previously
    filed as Exhibit 10.2 to the
    Form 10-Q
    for the quarterly period ended June 30, 2007, and
    incorporated herein by reference).10
.31

Amendment No. 1, dated November 16, 2007, to the
    License Agreement between Muhammad Ali Enterprises LLC and FX
    Luxury Realty, LLC, dated as of June 1, 2007 (Previously
    filed as Exhibit 10.31 to the
    Form 10-K
    filed March 4, 2008, and incorporated herein by reference.)10
.32

Termination, Settlement and Release Agreement, dated
    March 9, 2009, by and among FX Luxury, LLC, FX Real Estate
    and Entertainment Inc., Elvis Presley Enterprises, Inc. and
    Muhammad Ali Enterprises, LLC (Filed herewith).14
.1

Code of Ethics (Previously filed as Exhibit 14.1 to the
    Form 8-K/A
    filed February 11, 2005, and incorporated herein by
    reference).21
.1

List of Subsidiaries (Filed herewith).23
.1

Consent of Deloitte & Touche LLP31
.1

Certification of Principal Executive Officer (Filed herewith).31
.2

Certification of Principal Financial Officer (Filed herewith).32
.1

Section 1350 Certification of Principal Executive Officer
    (Filed herewith).32
.2

Section 1350 Certification of Principal Financial Officer
    (Filed herewith).  89




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##### Table of Contents



SIGNATURES
    CKX,
    Inc.
  By:

/s/  ROBERT
    F.X. SILLERMANRobert
    F.X. Sillerman
    Chief Executive Officer and Chairman of the Board

March 10, 2009By:

/s/  THOMAS
    P. BENSONThomas
    P. Benson
    Chief Financial Officer, Executive Vice President and
    Treasurer

March 10, 2009     By:

/s/  ROBERT
    F.X. SILLERMANRobert
    F.X. Sillerman, Chairman of the Board

March 10, 2009By:

/s/  MITCHELL
    J. SLATERMitchell
    J. Slater, Director

March 10, 2009By:

/s/  HOWARD
    J. TYTELHoward
    J. Tytel, Director

March 10, 2009By:

/s/  EDWIN
    M. BANKSEdwin
    M. Banks, Director

March 10, 2009By:

/s/  EDWARD
    BLEIEREdward
    Bleier, Director

March 10, 2009By:

/s/  JERRY
    L. COHENJerry
    L. Cohen, Director

March 10, 2009By:

/s/  SIMON
    FULLERSimon
    Fuller, Director

March 10, 2009By:

/s/  CARL
    D. HARNICKCarl
    D. Harnick, Director

March 10, 2009By:

/s/  JACK
    LANGERJack
    Langer, Director

March 10, 2009By:

/s/  PRISCILLA
    PRESLEYPriscilla
    Presley, Director

March 10, 2009  90




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##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit No.

Description3
.2

Amended and Restated Bylaws4
.5

Form of Promissory Term Note made on December 15, 2008,
    payable to Priscilla Presley10
.32

Termination, Settlement and Release Agreement, dated
    March 9, 2009, by and among FX Luxury, LLC, FX Real Estate
    and Entertainment Inc., Elvis Presley Enterprises, Inc. and
    Muhammad Ali Enterprises, LLC (Filed herewith).21
.1

List of Subsidiaries23
.1

Consent of Deloitte & Touche LLP31
.1

Certification of Principal Executive Officer31
.2

Certification of Principal Financial Officer32
.1

Section 1350 Certification of Principal Executive Officer32
.2

Section 1350 Certification of Principal Financial Officer  91