##### Table of Contents





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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 30,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    No. 1-34794
  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
   þ o
  Regulation S-T o o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




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##### 





TABLE OF
    CONTENTS
   
 PART I


FINANCIAL INFORMATIONItem 1


Financial StatementsCondensed Consolidated Balance Sheets at
    September 30, 2010 (Unaudited) and December 31,
    2009


3Condensed Consolidated Statements of Operations
    (Unaudited) for the three months ended September 30, 2010
    and 2009


4Condensed Consolidated Statements of Operations
    (Unaudited) for the nine months ended September 30, 2010
    and 2009


5Condensed Consolidated Statements of Cash Flows
    (Unaudited) for the nine months ended September 30, 2010
    and 2009


6Notes to Condensed Consolidated Financial
    Statements (Unaudited)


8Item 2


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


23Item 3


Quantitative and Qualitative Disclosures About
    Market Risk


44Item 4


Controls and Procedures


45PART II


OTHER INFORMATIONItem 1


Legal Proceedings


46Item 6


Exhibits


46EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



CKX,
    INC.
  CONDENSED CONSOLIDATED BALANCE
    SHEETS
 (amounts in thousands, except share data)
  December 31,September 30,
    2010


2009(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
94,761


$
66,587Receivables, net of allowance for doubtful accounts of $750 at
    September 30, 2010 and $742 at December 31, 2009


57,484



52,252Inventories, net of allowance for obsolescence of $721 at
    September 30, 2010 and $661 at December 31, 2009


1,613



1,977Prepaid expenses and other current assets


23,799



26,092Prepaid income taxes


8,422



4,610Deferred tax assets


4,085



3,551Total current assets


190,164



155,069Property and equipment  net


44,974



49,590Receivables


2,061



2,693Loans to related parties


2,226



2,221Other assets


40,886



49,453Goodwill


114,659



116,873Other intangible assets  net


108,382



119,809Deferred tax assets


2,796



3,974TOTAL ASSETS

$
506,148


$
499,682LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
37,576


$
39,144Accrued expenses


36,696



25,689Current portion of long-term debt


100,515



482Deferred revenue


10,571



12,885Total current liabilities


185,358



78,200Long-term liabilities:Long-term debt


131



100,647Deferred revenue


2,566



2,850Other long-term liabilities


2,775



2,828Deferred tax liabilities


20,795



22,835Total liabilities


211,625



207,360Redeemable restricted common stock 
    534,082 shares outstanding at September 30, 2010 and
    December 31, 2009


7,347



7,347Commitments and contingencies (see note 15)CKX, Inc. stockholders equity:Preferred stock, $0.01 par value, authorized
    75,000,000 shares:Series B  1,491,817 shares outstanding


22,825



22,825Series C  1 share outstanding






Common stock, $0.01 par value: authorized
    200,000,000 shares, 96,880,107 shares issued at
    September 30, 2010 and 96,831,149 issued at
    December 31, 2009


969



968Additional
    paid-in-capital


398,097



394,839Accumulated deficit


(84,715
)


(83,857
)Common stock in treasury  4,477,438 shares at
    September 30, 2010 and December 31, 2009


(22,647
)


(22,647
)Accumulated other comprehensive loss


(33,301
)


(33,394
)CKX, Inc. stockholders equity


281,228



278,734Noncontrolling interests


5,948



6,241Total equity


287,176



284,975TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
506,148


$
499,682    3




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##### Table of Contents



CKX,
    INC.
  CONDENSED CONSOLIDATED
    STATEMENTS OF OPERATIONS (UNAUDITED)
 (amounts in thousands, except share and per share
    data)
  Three Months


Three MonthsEnded


EndedSeptember 30, 2010


September 30, 2009Revenue

$
80,137


$
87,395Operating expenses:Cost of sales


43,896



49,718Selling, general and administrative expenses


16,591



18,115Corporate expenses


4,581



4,911Depreciation and amortization


4,068



5,033Provision for severance and other restructuring-related costs


8,253



Executive separation costs


874



Merger-related and advisory costs


750



Acquisition-related costs






309Other income


(406
)


(1,697
)Total operating expenses


78,607



76,389Operating income


1,530



11,006Interest income


62



53Interest expense


(635
)


(697
)Income before income taxes and equity in earnings of affiliates


957



10,362Income tax expense (benefit)


2,654



(1,781
)Income (loss) before equity in earnings of affiliates


(1,697
)


12,143Equity in earnings of affiliates


339



97Net income (loss)


(1,358
)


12,240Dividends on preferred stock


(456
)


(456
)Net income (loss) available to CKX, Inc.


(1,814
)


11,784Less: Net income attributable to noncontrolling interests


(582
)


(591
)Net income (loss) attributable to CKX, Inc.

$
(2,396
)

$
11,193Income (loss) per share:Basic and diluted income (loss) per share

$
(0.03
)

$
0.12Average number of common shares outstanding:Basic


92,915,518



92,850,007Diluted


92,915,518



93,011,869    4




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##### Table of Contents



CKX,
    INC.
  CONDENSED CONSOLIDATED
    STATEMENTS OF OPERATIONS (UNAUDITED)
 (amounts in thousands, except share and per share
    data)
  Nine Months


Nine MonthsEnded


EndedSeptember 30, 2010


September 30, 2009Revenue

$
236,223


$
248,434Operating expenses:Cost of sales


113,049



110,932Selling, general and administrative expenses


53,471



54,249Corporate expenses


14,568



14,820Impairment charges


4,853



Depreciation and amortization


14,383



14,031Provision for severance and other restructuring-related costs


18,165



1,418Executive separation costs


7,655



Merger-related and advisory costs


1,730



525Acquisition-related costs






2,542Other expense


1,014



4,143Total operating expenses


228,888



202,660Operating income


7,335



45,774Interest income


163



256Interest expense


(2,083
)


(2,653
)Income before income taxes and equity in earnings (losses) of
    affiliates


5,415



43,377Income tax expense


4,174



12,548Income before equity in earnings (losses) of affiliates


1,241



30,829Equity in earnings (losses) of affiliates


265



(162
)Net income


1,506



30,667Dividends on preferred stock


(1,368
)


(1,368
)Net income available to CKX, Inc.


138



29,299Less: Net income attributable to noncontrolling interests


(996
)


(2,035
)Net income (loss) attributable to CKX, Inc.

$
(858
)

$
27,264Basic and diluted income (loss) per share:Income attributable to CKX, Inc. before preferred dividends

$
0.00


$
0.31Dividends on preferred stock


(0.01
)


(0.01
)Basic and diluted income per share

$
(0.01
)

$
0.30Average number of common shares outstanding:Basic


92,896,980



93,446,186Diluted


92,896,980



93,498,202    5




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##### Table of Contents



CKX,
    INC
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (UNAUDITED)
 (amounts in thousands)
  Nine Months


Nine MonthsEnded


EndedSeptember 30, 2010


September 30, 2009Cash flows from operating activities:Net income

$
1,506


$
30,667Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


14,383



14,031Impairment charges


4,853



Non-cash provision for severance and other restructuring-related
    costs and executive separation costs


1,849



Write-off of deferred costs






874Unrealized foreign currency losses


785



3,278Share-based payments


1,436



1,156Equity in earnings (losses) of affiliates, net of cash received


(265
)


162Deferred income taxes


(1,396
)


3,585Amortization of deferred financing fees


572



534Provision for inventory and accounts receivable allowance


162



358Changes in operating assets and liabilities:Receivables


(4,625
)


(10,572
)Prepaid expenses and other current assets


3,066



(17,026
)Prepaid income taxes


(3,812
)


(4,186
)Other assets


8,188



(12,592
)Accounts payable and accrued expenses


9,439



15,340Deferred revenue


(2,598
)


(20,573
)Income taxes payable






(5,526
)Other


(603
)


521Net cash provided by operating activities


32,940



31Cash flows from investing activities:Purchases of property and equipment


(2,790
)


(6,207
)Purchase of 51% interest in business, net of cash acquired of
    $936






(4,314
)Proceeds from sale of businesses and assets


1,257



Investment in Cirque du Soleil partnership


(992
)


(6,050
)Return of capital from Cirque du Soleil partnership


1,065



Net cash used in investing activities


(1,460
)


(16,571
)Cash flows from financing activities:Purchase of redeemable restricted common stock






(15,000
)Distributions to noncontrolling interest shareholders


(1,275
)


(2,175
)Principal payments on debt


(483
)


(774
)Dividends paid on preferred stock


(1,368
)


(1,368
)Net cash used in financing activities


(3,126
)


(19,317
)Effect of exchange rate changes on cash and cash equivalents


(180
)


906Net increase (decrease) in cash and cash equivalents


28,174



(34,951
)Cash and cash equivalents  beginning of period


66,587



101,895Cash and cash equivalents  end of period

$
94,761


$
66,944Supplemental cash flow data:Cash paid during the period for:Interest

$
1,423


$
2,352Income taxes


9,842



19,923   6




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##### Table of Contents



Supplemental Cash Flow InformationThe Company had the following non-cash investing and financing
    activities in the nine months ended September 30, 2010 (in
    thousands):Accrued but unpaid Series B Convertible Preferred Stock
    Dividends

$
456Accrued but unpaid investment in Cirque du Soleil partnership


3,923Note receivable for sale of businesses and assets


2,525The Company had the following non-cash investing and financing
    activities in the nine months ended September 30, 2009 (in
    thousands):Accrued but unpaid Series B Convertible Preferred Stock
    Dividends

$
456Accrued but unpaid investment in Cirque du Soleil partnership


3,757    7




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##### Table of Contents



CKX,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
 FINANCIAL
    STATEMENTS
  1.
    Overview  General
    
    19 Entertainment Limited (19 Entertainment), which
    owns proprietary rights to the IDOLS and So You Think
    You Can Dancetelevision brands, both of which air in the
    United States and, together with local adaptations of the
    formats, around the world;
    An 85% ownership interest in Elvis Presley Enterprises (the
    Presley Business or EPE), which owns the
    rights to the name, image and likeness of Elvis Presley, certain
    music and other intellectual property created by or related to
    Elvis, and the operations of Graceland; and has partnered with
    Cirque du Soleil for the recently opened Viva ELVISshow
    in Las Vegas, Nevada; and
    An 80% ownership interest in Muhammad Ali Enterprises (the
    Ali Business), which owns the rights to the name,
    image and likeness of, as well as certain trademarks and other
    intellectual property related to Muhammad Ali.    Form 10-K
  2.
    Accounting
    Policies  Form 10-K
  Recently
    Issued Accounting Standards
  2009-13 2009-13
  3.
    Transactions
    with Simon Fuller and Restructuring of 19
    Entertainment   8




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##### Table of Contents



IDOLS So You Think You Can Dance If I Can Dream American Idol So You Think You Can Dance
    IDOLS So You
    Think You Can Dance If I Can Dream
  and/or and/or
    If I Can Dream
 9




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##### Table of Contents



Payments/Writeoffs/VestingProvision for the


During the NineNine Months Ended


Months Ended


Liability as ofSeptember 30, 2010


September 30, 2010


September 30, 2010Severance and other employee-related termination costs

$
6,759


$
(2,540
)

$
4,219Costs associated with transaction with Simon Fuller


5,564



(5,564
)


Costs associated with termination of leases related to office
    closures


2,698



(1,591
)


1,107Costs associated with termination of projects and ventures


1,930



(891
)


1,039Other


1,214



(1,159
)


55$
18,165


$
(11,745
)

$
6,420     4.
    Executive
    Separation Costs     10




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##### Table of Contents



and/or
    Payments/VestingProvision for the


During the NineNine Months Ended


Months Ended


Liability as ofSeptember 30, 2010


September 30, 2010


September 30, 2010Severance and other one-time costs

$
3,813


$
(396
)

$
3,417Consulting costs


1,824



(417
)


1,407Share-based compensation costs due to acceleration of stock
    options


1,297



(1,297
)


Office and other administrative costs


500



(150
)


350Health insurance costs


221



(8
)


213$
7,655


$
(2,268
)

$
5,387   5.
    Transactions
    Involving FX Real Estate and Entertainment Inc.  About
    FXRE
  Form 10-K.
  Terminated
    License Agreements
       11




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##### Table of Contents



6.
    Elvis
    Cirque du Soleil Show  Viva ELVIS
    Viva ELVIS
  7.
    Comprehensive
    Income (Loss)    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2010


2009


2010


2009Net income (loss)

$
(1,358
)

$
12,240


$
1,506


$
30,667Foreign currency translation adjustments


277



(4,459
)


93



15,973(1,081
)


7,781



1,599



46,640Net income attributable to noncontrolling interests


(582
)


(591
)


(996
)


(2,035
)Comprehensive income (loss)

$
(1,663
)

$
7,190


$
603


$
44,605  12




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##### Table of Contents



Change
    in Functional Currency
  Foreign Currency Matters Form 10-K.
    8.
    Earnings
    Per Share/Common Shares Outstanding      Three Months Ended


Nine Months EndedSeptember 30,


September 30,2009


2009Basic common shares outstanding (including redeemable restricted
    common stock)


92,850,007



93,446,186Incremental shares for assumed exercise of Series C
    preferred stock and stock options


161,862



52,016Diluted common shares outstanding (including redeemable
    restricted common stock)


93,011,869



93,498,202   9.
    Intangible
    Assets and Goodwill    Presley and Ali trademarks, publicity rights and other
    intellectual property

$
66,365  13




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##### Table of Contents



WeightedAverage


Gross





NetRemaining


Carrying


Accumulated


CarryingUseful Life


Amount


Amortization


AmountPresley record, music publishing, film and video rights


9.3


$
28,900


$
(10,756
)

$
18,144Other Presley intangible assets


11.4



13,622



(7,493
)


6,12919 Entertainment IDOLS television programming, merchandising and
    sponsorship relationships


1.5



64,517



(50,454
)


14,06319 Entertainment other artist management, recording,
    merchandising, sponsorship and model relationships


1.8



18,053



(14,874
)


3,179MBST artist contracts, profit participation rights and other
    intangible assets


4.8



4,270



(3,768
)


502$
129,362


$
(87,345
)

$
42,017       Gross





NetCarrying


Accumulated


CarryingAmount


Amortization


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

$
28,900


$
(9,298
)

$
19,602Other Presley intangible assets


13,622



(6,538
)


7,08419 Entertainment IDOLS television programming, merchandising and
    sponsorship relationships


64,517



(43,423
)


21,09419 Entertainment other artist management, recording,
    merchandising, sponsorship and model relationships


18,087



(13,387
)


4,700MBST artist contracts, profit participation rights and other
    intangible assets


4,270



(3,306
)


964$
129,396


$
(75,952
)

$
53,444     For the three months ending December 31, 2010

$
3,677For the years ending December 31,2011


13,7792012


5,7382013


3,1242014


2,981  14




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##### Table of Contents



Balance at





Balance atDecember 31,





September 30,2009


Impairment


2010Presley royalties and licensing

$
14,413


$



$
14,413Presley Graceland operations


10,166







10,16619 Entertainment


89,009



(2,214
)


86,795MBST


2,175







2,175Ali Business


1,110







1,110Total

$
116,873


$
(2,214
)

$
114,659   IDOLS So You
    Think You Can Dance If I Can Dream
  U.K.-based
  10.
    Debt       15




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##### Table of Contents



11.
    Equity    NoncontrollingCKX, Inc.


Interests


TotalBalance at January 1, 2010

$
278,734


$
6,241


$
284,975Net income


510



996



1,506Distributions/distributions payable to noncontrolling interest
    shareholders






(1,275
)


(1,275
)Series B preferred dividends


(1,368
)






(1,368
)Other comprehensive income


93







93Share-based payments and other


3,259



(14
)


3,245Balance at September 30, 2010

$
281,228


$
5,948


$
287,176   NoncontrollingCKX, Inc.


Interests


TotalBalance at January 1, 2009

$
237,461


$
5,279


$
242,740Net income


28,632



2,035



30,667Distributions/distributions payable to noncontrolling interest
    shareholders






(2,300
)


(2,300
)Series B preferred dividends


(1,368
)






(1,368
)Other comprehensive income


15,973







15,973Purchase of 51% interest in business






2,471



2,471Share-based payments and other


1,721



(42
)


1,679Balance at September 30, 2009

$
282,419


$
7,443


$
289,862   Stockholder
    Rights Plan
       16




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##### Table of Contents



12.
    Share-Based
    Payments      Weighted average risk-free average interest rate


3.1
%Volatility


41.9
%Expected life (years)


6.5Dividend yield


0.0
%     13.
    Income
    Taxes         17




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##### Table of Contents



14.
    Property
    and Equipment Impairment    15.
    Commitments
    and Contingencies  Elvis
    Cirque du Soleil Show
  Viva ELVIS
  Redeemable
    Restricted Common Stock
     18




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##### Table of Contents



Ryan
    Seacrest Agreement
  American Idol American Idol American Idol
  American Idol
  Simon
    Fuller Transaction
    Executive
    Separation Costs
    Television
    Development Agreement
    MBST
    Contingencies
   19




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##### Table of Contents



16.
    Segment
    Information      Presley BusinessRoyalties and


Graceland


19Segment Information

Licensing


Operations


Entertainment


Ali Business


Corporate


Total(Amounts in thousands)Three months ended September 30, 2010:Revenue

$
3,737


$
12,130


$
63,268


$
1,002


$



$
80,137Operating income (loss)

$
727


$
3,085


$
2,928


$
630


$
(5,840
)

$
1,530Depreciation and amortization

$
642


$
590


$
3,192


$
9


$
(365
)

$
4,068OIBDAN

$
1,377


$
3,703


$
6,226


$
639


$
(5,960
)

$
5,985Three months ended September 30, 2009:Revenue

$
2,302


$
12,416


$
71,396


$
1,281


$



$
87,395Operating income (loss)

$
644


$
3,728


$
11,195


$
804


$
(5,365
)

$
11,006Depreciation and amortization

$
645


$
594


$
3,640


$
9


$
145


$
5,033OIBDAN

$
1,294


$
4,352


$
14,971


$
813


$
(4,987
)

$
16,443Nine months ended September 30, 2010:Revenue

$
15,549


$
29,071


$
189,007


$
2,596


$



$
236,223Operating income (loss)

$
6,792


$
495


$
22,440


$
1,493


$
(23,885
)

$
7,335Depreciation and amortization

$
1,926


$
1,835


$
10,664


$
26


$
(68
)

$
14,383OIBDAN

$
8,757


$
5,041


$
36,218


$
1,519


$
(21,679
)

$
29,856Nine months ended September 30, 2009Revenue

$
18,714


$
29,157


$
197,303


$
3,260


$



$
248,434Operating income (loss)

$
12,807


$
4,768


$
45,905


$
484


$
(18,190
)

$
45,774Depreciation and amortization

$
1,936


$
1,773


$
9,980


$
39


$
303


$
14,031OIBDAN

$
14,769


$
6,618


$
56,262


$
528


$
(17,216
)

$
60,961Asset Information:Segment assets at September 30, 2010

$
99,659


$
71,311


$
188,220


$
31,494


$
115,464


$
506,148Segment assets at December 31, 2009

$
98,662


$
73,379


$
211,911


$
31,262


$
84,468


$
499,682  20




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##### Table of Contents



Three Months Ended


Nine Months EndedSeptember 30,


September 30,2010


2009


2010


2009(Amounts in thousands)OIBDAN

$
5,985


$
16,443


$
29,856


$
60,961Depreciation and amortization


(4,068
)


(5,033
)


(14,383
)


(14,031
)Impairment charges










(4,853
)


Non-cash compensation included in severance and other
    restructuring-related costs and executive separation costs










(1,849
)


Non-cash compensation


(387
)


(404
)


(1,436
)


(1,156
)Interest income


62



53



163



256Interest expense


(635
)


(697
)


(2,083
)


(2,653
)Equity in earnings (losses) of affiliates


339



97



265



(162
)Income tax (expense) benefit


(2,654
)


1,781



(4,174
)


(12,548
)Net income (loss)

$
(1,358
)

$
12,240


$
1,506


$
30,667   17.
    Related
    Party Transactions                 21




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##### Table of Contents



18.
    Subsequent
    Events       FORWARD
    LOOKING STATEMENTS
  In addition to historical information, this
    Form 10-Q
    (this Quarterly Report) contains forward-looking
    statements within the meaning of Section 27A of the
    Securities Act of 1933, as amended, and Section 21E of the
    Securities Exchange Act of 1934, as amended. Forward-looking
    statements are those that predict or describe future events or
    trends and that do not relate solely to historical matters. You
    can generally identify forward-looking statements as statements
    containing the words believe, expect,
    will, anticipate, intend,
    estimate, project, assume or
    other similar expressions, although not all forward-looking
    statements contain these identifying words. All statements in
    this Quarterly Report regarding our future strategy, future
    operations, projected financial position, estimated future
    revenue, projected costs, future prospects, and results that
    might be obtained by pursuing managements current plans
    and objectives are forward-looking statements. You should not
    place undue reliance on our forward-looking statements because
    the matters they describe are subject to known and unknown
    risks, uncertainties and other unpredictable factors, many of
    which are beyond our control. Our forward-looking statements are
    based on the information currently available to us and speak
    only as of the date on which this Quarterly Report was filed
    with the Securities and Exchange Commission (SEC).
    We expressly disclaim any obligation to issue any updates or
    revisions to our forward-looking statements, even if subsequent
    events cause our expectations to change regarding the matters
    discussed in those statements. Over time, our actual results,
    performance or achievements will likely differ from the
    anticipated results, performance or achievements that are
    expressed or implied by our forward-looking statements, and such
    difference might be significant and materially adverse to our
    stockholders.
 22




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Managements discussion and analysis of financial
    condition and results of operations should be read in
    conjunction with the historical financial statements and
    footnotes of the registrant included in its Annual Report on
    Form 10-K
    for the year ended December 31, 2009. Our future results of
    operations may change materially from the historical results of
    operations reflected in our historical financial statements.
  General
    
    19 Entertainment Limited, which owns proprietary rights to the
    IDOLSand So You Think You Can Dancetelevision
    brands, both of which air in the United States, and, together
    with local adaptations of the format, around the world;
    An 85% ownership interest in Elvis Presley Enterprises, which
    owns the rights to the name, image and likeness of Elvis
    Presley, certain music and other intellectual property created
    by or related to Elvis Presley and the operations of Graceland
    and has partnered with Cirque du Soleil for the recently opened
    Viva ELVISshow in Las Vegas, Nevada; and
    An 80% ownership interest in Muhammad Ali Enterprises, which
    owns the rights to the name, image and likeness of, as well as
    certain trademarks and other intellectual property related to
    Muhammad Ali.      Restructuring
    Program
    American Idol So You Think
    You Can Dance
      IDOLS So You Think You Can Dance
   23




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##### Table of Contents



IDOLS So You Think You Can Dance
  Transactions
    with Simon Fuller and Restructuring of 19
    Entertainment
  IDOLS So You Think You Can Dance If I Can Dream American Idol So You Think You Can Dance
    IDOLS So You
    Think You Can Dance If I Can Dream
   24




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##### Table of Contents



and/or and/or
    Executive
    Separation Costs
      and/or
 25




---



##### Table of Contents



Transactions
    Involving FX Real Estate and Entertainment Inc.
  About
    FXRE
    Terminated
    License Agreements
        19
    Entertainment
    IDOLS IDOLS IDOLS IDOLS IDOLS IDOLS
  IDOLS American Idol 1 American Idol 4 American Idol 4 American
    Idol 9 American Idol 10 IDOLS
  American Idol IDOLS
 26




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##### Table of Contents



IDOLS American Idol IDOLS American Idol American Idol American Idol American Idol
  American Idol American Idol American Idol
  American Idol
  American Idol So You Think You Can Dance So You Think You Can
    Dance Superstars of Dance
     27




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##### Table of Contents



Presley
    Business
  and/or and/or
      Viva ELVIS
      Viva ELVIS
 28




---



##### Table of Contents



and/or
  Ali
    Business
        Change in
    Functional Currency
  Foreign Currency Matters Form 10-K.
   29




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##### Table of Contents



Use of
    OIBDAN
      Consolidated
    Operating Results Three Months Ended September 30,
    2010
  Compared to Three Months Ended September 30, 2009
  Three Months


Three MonthsEnded


EndedSeptember 30, 2010


September 30, 2009


Variance(In thousands)Revenue

$
80,137


$
87,395


$
(7,258
)Operating expenses


78,607



76,389



2,218Other income


(406
)


(1,697
)


1,291Operating income


1,530



11,006



(9,476
)Income tax expense (benefit)


2,654



(1,781
)


4,435Net income (loss) attributable to CKX, Inc.


(2,396
)


11,193



(13,589
)Operating income

$
1,530


$
11,006


$
(9,476
)Depreciation and amortization


4,068



5,033



(965
)Non-cash compensation


387



404



(17
)OIBDAN

$
5,985


$
16,443


$
(10,458
)   So
    You Think You Can Dance
 30




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##### Table of Contents



19
    Entertainment
    Three Months Ended September 30, 2010

Revenue


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

$
20,165


$
(9,183
)

$
10,982Other IDOLStelevision programs (including license fees
    and sponsorship)


4,000



(464
)


3,536So You Think You Can Dance


29,110



(24,029
)


5,081Other television productions


1,493



(2,644
)


(1,151
)Music and artist management


5,551



(3,077
)


2,474Other


2,949



(1,604
)


1,345$
63,268


$
(41,001
)

$
22,267Selling, general and administrative expenses, excluding non-cash
    compensation










(8,199
)Provision for severance and other restructuring-related costs










(8,253
)Other income










411OIBDAN









$
6,226OIBDAN









$
6,226Depreciation and amortization










(3,192
)Non-cash compensation










(106
)Operating income









$
2,928   Three Months Ended September 30, 2009

Revenue


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

$
21,289


$
(9,728
)

$
11,561Other IDOLStelevision programs (including license fees
    and sponsorship)


3,158



(121
)


3,037So You Think You Can Dance


36,038



(28,993
)


7,045Other television productions


831



(124
)


707Music and artist management


4,580



(1,913
)


2,667Other


5,500



(6,584
)


(1,084
)$
71,396


$
(47,463
)

$
23,933Selling, general and administrative expenses, excluding non-cash
    compensation










(10,634
)Other income










1,672OIBDAN









$
14,971OIBDAN









$
14,971Depreciation and amortization










(3,640
)Non-cash compensation










(136
)Operating income









$
11,195  31




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##### Table of Contents



So You Think You
    Can Dance
  American Idol American Idol
  IDOLS
  So You Think You Can Dance
  If I Can Dream If I Can Dream If I Can Dream
  American Idol
        Presley
    Business  Royalties and Licensing
    Three Months


Three MonthsEnded


EndedSeptember 30,


September 30,2010


2009


Variance(In thousands)Revenue

$
3,737


$
2,302


$
1,435Cost of sales


(882
)


(50
)


(832
)Selling, general and administrative expense, excluding non-cash
    compensation


(1,478
)


(958
)


(520
)OIBDAN

$
1,377


$
1,294


$
83OIBDAN

$
1,377


$
1,294



83Depreciation and amortization


(642
)


(645
)


3Non-cash compensation


(8
)


(5
)


(3
)Operating income

$
727


$
644


$
83  32




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##### Table of Contents



Viva ELVIS Viva ELVIS
  Presley
    Business  Graceland Operations
    Three Months


Three MonthsEnded


EndedSeptember 30,


September 30,2010


2009


Variance(In thousands)Revenue

$
12,130


$
12,416


$
(286
)Cost of sales


(1,861
)


(1,901
)


40Selling, general and administrative expense, excluding non-cash
    compensation


(6,566
)


(6,163
)


(403
)OIBDAN

$
3,703


$
4,352


$
(649
)OIBDAN

$
3,703


$
4,352


$
(649
)Depreciation and amortization


(590
)


(594
)


4Non-cash compensation


(28
)


(30
)


2Operating income

$
3,085


$
3,728


$
(643
)       Ali
    Business
   33




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##### Table of Contents



Corporate
    and Other
  Corporate
    Expenses and Other Costs
          Interest
    Income/Expense
    Income
    Taxes
             34




---



##### Table of Contents



Equity
    in Earnings of Affiliates
  Viva
    ELVIS
  Noncontrolling
    Interests
    Consolidated
    Operating Results Nine Months Ended September 30,
    2010
  Compared to Nine Months Ended September 30, 2009
  Nine Months


Nine MonthsEnded


EndedSeptember 30, 2010


September 30, 2009


Variance(In thousands)Revenue

$
236,223


$
248,434


$
(12,211
)Operating expenses


228,888



202,660



26,228Other expense


1,014



4,143



(3,129
)Operating income


7,335



45,774



(38,439
)Income tax expense


4,174



12,548



(8,374
)Net income (loss) attributable to CKX, Inc.


(858
)


27,264



(28,122
)Operating income

$
7,335


$
45,774


$
(38,439
)Impairment charge


4,853







4,853Depreciation and amortization


14,383



14,031



352Non-cash provision for severance and other restructuring-related
    costs


552







552Non-cash executive separation costs


1,297







1,297Non-cash compensation


1,436



1,156



280OIBDAN

$
29,856


$
60,961


$
(31,105
)   Superstars of Dance, So You
    Think You Can Dance American Idol Viva ELVIS So You Think You Can Dance
 35




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##### Table of Contents



19
    Entertainment
    Nine Months Ended September 30, 2010

Revenue


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

$
87,379


$
(31,140
)

$
56,239Other IDOLStelevision programs (including license fees
    and sponsorship)


11,300



(1,374
)


9,926So You Think You Can Dance


52,908



(43,889
)


9,019Other television productions


4,918



(9,357
)


(4,439
)Music and artist management


21,389



(10,779
)


10,610Other


11,113



(8,583
)


2,530$
189,007


$
(105,122
)

$
83,885Selling, general and administrative expenses, excluding non-cash
    compensation










(29,053
)Provision for severance and other restructuring-related costs
    (excluding non-cash compensation for accelerated vesting)










(17,613
)Other expense










(1,001
)OIBDAN









$
36,218OIBDAN









$
36,218Impairment charge










(2,214
)Depreciation and amortization










(10,664
)Non-cash provision for severance and other restructuring-related
    costs










(552
)Non-cash compensation










(348
)Operating income









$
22,440   Nine Months Ended September 30, 2009

Revenue


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

$
77,269


$
(17,689
)

$
59,580Other IDOLStelevision programs (including license fees
    and sponsorship)


8,695



(359
)


8,336So You Think You Can Dance


62,637



(50,279
)


12,358Other television productions


12,941



(14,582
)


(1,641
)Music and artist management


25,346



(11,297
)


14,049Other


10,415



(11,189
)


(774
)$
197,303


$
(105,395
)

$
91,908Selling, general and administrative expenses, excluding non-cash
    compensation










(31,478
)Other expense










(4,168
)OIBDAN









$
56,262OIBDAN









$
56,262Depreciation and amortization










(9,980
)Non-cash compensation










(377
)Operating income









$
45,905   Superstars of Dance So You Think You Can Dance
 36




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##### Table of Contents



So You Think You Can Dance
  American Idol 9 American
    Idol 8 American Idol American Idol American Idol
  IDOLS
  So You Think You Can Dance
  Superstars of Dance If I Can
    Dream Superstars of Dance If I Can Dream If I
    Can Dream
  American Idol American Idol
         37




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##### Table of Contents



Presley
    Business  Royalties and Licensing
    Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2010


2009


Variance(In thousands)Revenue

$
15,549


$
18,714


$
(3,165
)Cost of sales


(2,983
)


(720
)


(2,263
)Selling, general and administrative expense, excluding non-cash
    compensation


(3,809
)


(3,225
)


(584
)OIBDAN

$
8,757


$
14,769


$
(6,012
)OIBDAN

$
8,757


$
14,769


$
(6,012
)Depreciation and amortization


(1,926
)


(1,936
)


10Non-cash compensation


(39
)


(26
)


(13
)Operating income

$
6,792


$
12,807


$
(6,015
)   Viva ELVIS Viva
    ELVIS
  Presley
    Business  Graceland Operations
    Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2010


2009


Variance(In thousands)Revenue

$
29,071


$
29,157


$
(86
)Cost of sales


(4,618
)


(4,358
)


(260
)Selling, general and administrative expense, excluding non-cash
    compensation


(19,412
)


(18,181
)


(1,231
)OIBDAN

$
5,041


$
6,618


$
(1,577
)OIBDAN

$
5,041


$
6,618


$
(1,577
)Impairment charge


(2,639
)






(2,639
)Depreciation and amortization


(1,835
)


(1,773
)


(62
)Non-cash compensation


(72
)


(77
)


5Operating income

$
495


$
4,768


$
(4,273
)  38




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##### Table of Contents



Ali
    Business
    Corporate
    and Other
  Corporate
    Expenses and Other Costs
         39




---



##### Table of Contents



Impairment
    Charges
    Interest
    Income/Expense
    Income
    Taxes
          Equity
    in Earnings (Losses) of Affiliates
  Viva ELVIS
  Viva ELVIS
 40




---



##### Table of Contents



Noncontrolling
    Interests
    Cash Flow
    for the nine months ended September 30, 2010 and
    2009
  Operating
    Activities
  American Idol So You Think You Can Dance
  American Idol
  Investing
    Activities
      Financing
    Activities
      Uses
    of Capital
     41




---



##### Table of Contents



Capital
    Expenditures
  Viva ELVIS
    Dividends
      Commitments
    and Contingencies
   42




---



##### Table of Contents



Ryan
    Seacrest Agreement
  American Idol American Idol American Idol American Idol American Idol
  Simon
    Fuller Transaction
  American
    Idol So You Think You Can Dance If I Can
    Dream American Idol So You Think You Can Dance
  Television
    Development Agreement
    Annual
    Impairment Review
      Critical
    Accounting Policies
  Form 10-K
 43




---



##### Table of Contents



Impact
    of Recently Issued Accounting Standards
  2009-13 2009-13
  Off
    Balance Sheet Arrangements
  Regulation S-K.
  Item 3.
    Quantitative
    and Qualitative Disclosure About Market Risk    Interest
    Rate Risk
      Foreign
    Exchange Risk
        19
    Entertainment Put Option
   44




---



##### Table of Contents



Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15 15d-15
  Changes
    in Internal Controls over Financial Reporting
    Restructuring
    of 19 Entertainment
   45




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##### Table of Contents



Part II 
    Other Information
  Item 1.
    Legal
    Proceedings    Item 6.
    Exhibits  ExhibitNo.

Description31
.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).  46




---



##### Table of Contents



SIGNATURES
      BY:
    /s/  Michael
    G. Ferrel  Name:
    Michael G. Ferrel Chief Executive Officer and
 Chairman of the Board
 (Principal Executive Officer)
  BY:
    /s/  Thomas
    P. Benson  Name:
    Thomas P. Benson Chief Financial Officer, Executive
 Vice President and Treasurer
 (Principal Accounting Officer)
   47




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNo.

Description31
.1

Certification of Principal Executive Officer.31
.2

Certification of Principal Financial Officer.32
.1

Section 1350 Certification of Principal Executive Officer.32
.2

Section 1350 Certification of Principal Financial Officer.  48