##### 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
    March 31,
    2011ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    No. 001-34794
  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
   þ o
   Regulation S-T o o
   12b-2
   Large accelerated filer

o



Accelerated filer

þNon-accelerated filer

o

(Do not check if a smaller reporting company)

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
    March 31, 2011 (Unaudited) and December 31, 2010


3Condensed Consolidated Statements of Operations
    (Unaudited) for the three months ended March 31, 2011 and
    2010


4Condensed Consolidated Statements of Cash Flows
    (Unaudited) for the three months ended March 31, 2011 and
    2010


5Notes to Condensed Consolidated Financial
    Statements (Unaudited)


6Item 2


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


19Item 3


Quantitative and Qualitative Disclosures About
    Market Risk


31Item 4


Controls and Procedures


32PART II


OTHER INFORMATIONItem 1


Legal Proceedings


33Item 6


Exhibits


33EX-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)
  March 31,


December 31,2011


2010(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
98,034


$
109,457Receivables, net of allowance for doubtful accounts of $1,215 at
    March 31, 2011 and $1,102 at December 31, 2010


46,635



32,335Inventories, net of allowance for obsolescence of $603 at
    March 31, 2011 and $590 at December 31, 2010


1,680



1,689Prepaid expenses and other current assets


22,687



25,282Deferred tax assets


2,195



2,477Total current assets


171,231



171,240Property and equipment  net


46,419



45,035Receivables


986



2,074Other assets


35,909



37,881Goodwill


111,374



111,374Other intangible assets  net


84,537



88,136Deferred tax assets


5,165



5,093TOTAL ASSETS

$
455,621


$
460,833LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
21,278


$
22,174Accrued expenses


19,494



25,615Current portion of long-term debt


100,132



100,515Income tax payable


1,324



741Deferred revenue


15,937



13,138Total current liabilities


158,165



162,183Long-term liabilities:Long-term debt






131Deferred revenue


1,590



2,062Other long-term liabilities


2,524



2,502Deferred tax liabilities


13,151



13,856Total liabilities


175,430



180,734Redeemable restricted common stock 
    537,208 shares outstanding at December 31, 2010






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, 97,453,529 shares issued at
    March 31, 2011 and 96,898,206 issued at December 31,
    2010


975



969Additional
    paid-in-capital


405,894



398,257Accumulated deficit


(92,384
)


(99,573
)Common stock in treasury  5,014,646 shares at
    March 31, 2011 and 4,477,438 shares at
    December 31, 2010


(29,727
)


(22,647
)Accumulated other comprehensive loss


(32,796
)


(32,968
)CKX, Inc. stockholders equity


274,787



266,863Noncontrolling interests


5,404



5,889Total equity


280,191



272,752TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
455,621


$
460,833    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


EndedMarch 31, 2011


March 31, 2010Revenue

$
53,292


$
66,647Operating expenses:Cost of sales


25,267



29,621Selling, general and administrative expenses


10,258



18,331Corporate expenses


4,487



5,333Depreciation and amortization


4,331



5,143Impairment charges






4,853Provision for severance and other restructuring-related costs






6,118Other (income) expense


(83
)


538Total operating expenses


44,260



69,937Operating income (loss)


9,032



(3,290
)Interest income


31



50Interest expense


(644
)


(867
)Income (loss) before income taxes and equity in losses of
    affiliates


8,419



(4,107
)Income tax expense


757



636Income (loss) before equity in losses of affiliates


7,662



(4,743
)Equity in losses of affiliates


(88
)


(12
)Net income (loss)


7,574



(4,755
)Dividends on preferred stock


(456
)


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


7,118



(5,211
)Net loss attributable to noncontrolling interests


71



178Net income (loss) attributable to CKX, Inc.

$
7,189


$
(5,033
)Income (loss) per share:Basic income (loss) per share

$
0.08


$
(0.05
)Diluted income (loss) per share

$
0.08


$
(0.05
)Average number of common shares outstanding:Basic


92,922,323



92,882,596Diluted


92,922,324



92,882,596    4




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


Three MonthsEnded


EndedMarch 31, 2011


March 31, 2010Cash flows from operating activities:Net income (loss)

$
7,574


$
(4,755
)Adjustments to reconcile net income (loss) to net cash used in
    operating activities:Depreciation and amortization


4,331



5,143Impairment charges






4,853Non-cash provision for severance and other restructuring-related
    costs






552Unrealized foreign currency losses (gains)


(49
)


292Share-based payments


293



564Equity in losses of affiliates, net of cash received


88



12Deferred income taxes


(517
)


(439
)Amortization of deferred financing fees


178



359Provision for accounts receivable allowance


122



(3
)Provision for inventory allowance


21



22Changes in operating assets and liabilities:Receivables


(11,833
)


(9,536
)Prepaid income taxes






(2,136
)Other assets


205



10,918Accounts payable and accrued expenses


(7,017
)


(15,990
)Deferred revenue


2,327



1,787Income taxes payable


583



Other


2,605



(1,222
)Net cash used in operating activities


(1,089
)


(9,579
)Cash flows from investing activities:Purchases of property and equipment


(1,951
)


(659
)Net cash used in investing activities


(1,951
)


(659
)Cash flows from financing activities:Purchase of redeemable restricted common stock


(7,081
)


Distributions to noncontrolling interest shareholders


(425
)


(425
)Principal payments on debt


(515
)


(483
)Dividends paid on preferred stock


(456
)


Net cash used in financing activities


(8,477
)


(908
)Effect of exchange rate changes on cash and cash equivalents


94



(389
)Net decrease in cash and cash equivalents


(11,423
)


(11,535
)Cash and cash equivalents  beginning of period


109,457



66,587Cash and cash equivalents  end of period

$
98,034


$
55,052Supplemental cash flow data:Cash paid during the period for:Interest

$
482


$
561Income taxes, net of refunds received


1,024



3,094Supplemental Cash Flow InformationThe Company had the following non-cash investing and financing
    activities:Accrued but unpaid Series B Convertible Preferred Stock
    Dividends

$
456


$
456Accrued but unpaid deferred financing fees


936



    5




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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
    format, 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 Presley and the operations of Graceland and has partnered
    with Cirque du Soleil for the 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
  First
    Quarter 2010 Adjustment
  American Idol
  2.
    Accounting
    Policies  Form 10-K
 6




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##### Table of Contents



Recently
    Issued Accounting Standards
  2009-13 2009-13
  3.
    Transactions
    with Simon Fuller and Restructuring of 19
    Entertainment    IDOLS So You Think
    You Can Dance American
    Idol So You
    Think You Can Dance
  IDOLS So You
    Think You Can Dance
   7




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##### Table of Contents



Payments/VestingProvision for the


During the ThreeThree Months Ended


Months Ended


Net Liability as ofMarch 31, 2010


March 31, 2010


March 31, 2010Severance and other employee-related termination costs

$
1,369


$
(68
)

$
1,301Costs associated with transaction with Simon Fuller


4,417



(4,794
)


(377
)Costs associated with termination of leases related to office
    closures


129







129Other


203



(126
)


77$
6,118


$
(4,988
)

$
1,130     Payments/AdjustmentsLiability as of


During the ThreeYear Ended


Months Ended


Net Liability as ofJanuary 1, 2011


March 31, 2011


March 31, 2011Severance and other employee-related termination costs

$
406


$
103


$
509Costs associated with termination of leases related to office
    closures


1,522



(631
)


891Costs associated with termination of projects and ventures


151



(107
)


44Other


97



(74
)


23$
2,176


$
(709
)

$
1,467   4.
    Exercise
    of Amended Put Option     8




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##### Table of Contents



5.
    Executive
    Separation Costs        PaymentsDuring the ThreeLiability as of


Months Ended


Liability as ofJanuary 1, 2011


March 31, 2011


March 31, 2011Consulting costs

$
1,153


$
(338
)

$
815Office and other administrative costs


300



(75
)


225Health insurance costs


186



(8
)


178$
1,639


$
(421
)

$
1,218   6.
    Elvis
    Presley Cirque du Soleil Show  Viva ELVIS
    Viva ELVIS
 9




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7.
    Comprehensive
    Income (Loss)    Three Months EndedMarch 31,2011


2010Net income (loss)

$
7,574


$
(4,755
)Foreign currency translation adjustments


172



(200
)7,746



(4,955
)Net loss attributable to noncontrolling interests


71



178Comprehensive income (loss)

$
7,817


$
(4,777
)     8.
    Earnings
    Per Share/Common Shares Outstanding      Weighted average basic common shares outstanding


92,922,323Incremental shares for assumed exercise of Series C
    preferred stock, restricted stock and stock options


1Weighted average diluted common shares outstanding


92,922,324  10




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9.
    Intangible
    Assets and Goodwill    Presley trademarks, publicity rights and other intellectual
    property

$
38,165Ali trademarks, publicity rights and other intellectual property


11,700$
49,865     WeightedAverageRemaining


Gross





NetUseful Life


Carrying


Accumulated


Carrying(in years)


Amount


Amortization


AmountPresley record, music publishing, film and video rights


8.8


$
28,900


$
(11,728
)

$
17,172Other Presley intangible assets


10.9



13,622



(8,128
)


5,49419 Entertainment IDOLS television programming, merchandising and
    sponsorship relationships


1.0



64,517



(55,141
)


9,37619 Entertainment other artist management, recording,
    merchandising, sponsorship and model relationships


1.3



18,116



(15,883
)


2,233MBST artist contracts, profit participation rights and other
    intangible assets


2.4



4,270



(3,873
)


397$
129,425


$
(94,753
)

$
34,672       Gross





NetCarrying


Accumulated


CarryingAmount


Amortization


AmountPresley record, music publishing, film and video rights

$
28,900


$
(11,242
)

$
17,658Other Presley intangible assets


13,622



(7,812
)


5,81019 Entertainment IDOLS television programming, merchandising and
    sponsorship relationships


64,517



(52,798
)


11,71919 Entertainment other artist management, recording,
    merchandising, sponsorship and model relationships


17,954



(15,313
)


2,641MBST artist contracts, profit participation rights and other
    intangible assets


4,270



(3,827
)


443$
129,263


$
(90,992
)

$
38,271    11




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For the nine months ending December 31, 2011

$
10,200For the years ending December 31, 2012


5,8002013


3,1002014


2,9002015


2,100     Presley royalties and licensing

$
14,413Presley Graceland operations


10,16619 Entertainment


86,795Total

$
111,374   IDOLS So You Think You Can Dance
  10.
    Debt        Amended
    Credit Facility
   12




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##### Table of Contents



11.
    Equity    NoncontrollingCKX, Inc.


Interests


TotalBalance at January 1, 2011

$
266,863


$
5,889


$
272,752Net income (loss)


7,645



(71
)


7,574Distributions to noncontrolling interest shareholders






(425
)


(425
)Series B preferred dividends


(456
)






(456
)Other comprehensive income


172







172Non-cash compensation and other


563



11



574Balance at March 31, 2011

$
274,787


$
5,404


$
280,191   NoncontrollingCKX, Inc.


Interests


TotalBalance at January 1, 2010

$
278,734


$
6,241


$
284,975Net loss


(4,577
)


(178
)


(4,755
)Distributions/distributions payable to noncontrolling interest
    shareholders






(425
)


(425
)Series B preferred dividends


(456
)






(456
)Other comprehensive loss


(200
)






(200
)Non-cash compensation and other


1,083



(36
)


1,047Balance at March 31, 2010

$
274,584


$
5,602


$
280,186   12.
    Share-Based
    Payments     13




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##### Table of Contents



Weighted average risk-free average interest rate


2.7
%Volatility


46.6
%Expected life (years)


6.5Dividend yield


0.0
%     13.
    Income
    Taxes    U.S.-U.K.
           14




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##### Table of Contents



14.
    Property
    and Equipment Impairment    15.
    Commitments
    and Contingencies  Ryan
    Seacrest Agreement
  American Idol American Idol
    Simon
    Fuller Transaction
    Executive
    Separation Costs
    Television
    Development Agreement
    MBST
    Contingencies
   15




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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 March 31, 2011:Revenue

$
4,441


$
5,151


$
42,843


$
857


$



$
53,292Operating income (loss)

$
1,334


$
(1,743
)

$
13,775


$
349


$
(4,683
)

$
9,032Depreciation and amortization

$
642


$
593


$
3,021


$
10


$
65


$
4,331EBITDA

$
1,990


$
(1,133
)

$
16,854


$
359


$
(4,414
)

$
13,656Three months ended March 31, 2010:Revenue

$
5,714


$
6,611


$
53,440


$
882


$



$
66,647Operating income (loss)

$
2,940


$
(4,120
)

$
2,841


$
530


$
(5,481
)

$
(3,290
)Depreciation and amortization

$
645


$
592


$
3,749


$
9


$
148


$
5,143EBITDA

$
3,601


$
(870
)

$
9,479


$
539


$
(4,927
)

$
7,822Asset Information:Segment assets at March 31, 2011

$
94,297


$
72,982


$
161,357


$
13,386


$
113,599


$
455,621Segment assets at December 31, 2010

$
96,703


$
71,295


$
158,727


$
13,739


$
120,369


$
460,833  16




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##### Table of Contents



Three Months EndedMarch 31,2011


2010(Amounts in thousands)EBITDA

$
13,656


$
7,822Depreciation and amortization


(4,331
)


(5,143
)Impairment charges






(4,853
)Non-cash compensation included in severance and other
    restructuring-related costs






(552
)Non-cash compensation


(293
)


(564
)Interest income


31



50Interest expense


(644
)


(867
)Equity in losses of affiliates


(88
)


(12
)Income tax expense


(757
)


(636
)Net income (loss)

$
7,574


$
(4,755
)   17.
    Related
    Party Transactions          18.
    Subsequent
    Events       17




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##### Table of Contents



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.
 18




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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, 2010. 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, among other properties,
    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 creation of
    Elvis Presley-themed shows and projects around the world,
    including the recently opened Viva ELVISin 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.      19
    Entertainment
    IDOLS IDOLS IDOLS IDOLS IDOLS IDOLS
  IDOLS American Idol 1 American Idol 4 American Idol 4 American Idol 9 American Idol IDOLS
  American Idol IDOLS
  IDOLS American Idol IDOLS
 19




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##### Table of Contents



American Idol American Idol American Idol American Idol American Idol
  American Idol So You Think You Can Dance
    Presley
    Business
  and/or and/or
      Viva ELVIS
 20




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##### Table of Contents



Viva ELVIS
      and/or
  Ali
    Business
       21




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##### Table of Contents



Transactions
    with Simon Fuller and Restructuring of 19
    Entertainment
    IDOLS So You Think
    You Can Dance American
    Idol So You
    Think You Can Dance
  IDOLS So You
    Think You Can Dance
    Exercise
    of Amended Put Option
      Executive
    Separation Costs
   22




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##### Table of Contents



Use of
    EBITDA
      Consolidated
    Operating Results Three Months Ended March 31,
    2011
 Compared to Three Months Ended March 31, 2010
  Three Months


Three MonthsEnded


EndedMarch 31, 2011


March 31, 2010


Variance(In thousands)Revenue

$
53,292


$
66,647


$
(13,355
)Operating expenses


44,260



69,937



(25,677
)Operating income (loss)


9,032



(3,290
)


12,322Income tax expense


757



636



121Net income (loss) attributable to CKX, Inc.


7,189



(5,033
)


12,222Operating income (loss)

$
9,032


$
(3,290
)

$
12,322Impairment charge






4,853



(4,853
)Depreciation and amortization


4,331



5,143



(812
)Non-cash provision for severance and other restructuring-related
    costs






552



(552
)Non-cash compensation


293



564



(271
)EBITDA

$
13,656


$
7,822


$
5,834    23




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##### Table of Contents



19
    Entertainment
    Three Months Ended March 31, 2011

Revenue


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

$
28,432


$
(14,843
)

$
13,589Other IDOLStelevision programs (including license fees
    and sponsorship)


4,878



(503
)


4,375So You Think You Can Dance


1,674



(1,163
)


511Music and artist management


7,794



(6,268
)


1,526Other television productions


65



(747
)


(682
)$
42,843


$
(23,524
)

$
19,319Selling, general and administrative expenses, excluding non-cash
    compensation










(2,679
)Other income










214EBITDA









$
16,854EBITDA









$
16,854Depreciation and amortization










(3,021
)Non-cash compensation










(58
)Operating income









$
13,775   Three Months Ended March 31, 2010

Revenue


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

$
29,100


$
(12,663
)

$
16,437Other IDOLStelevision programs (including license fees
    and sponsorship)


4,140



(485
)


3,655So You Think You Can Dance


1,621



(1,354
)


267Music and artist management


12,994



(5,036
)


7,958Other television productions


1,052



(826
)


226Businesses divested or shut down


4,533



(6,977
)


(2,444
)$
53,440


$
(27,341
)

$
26,099Selling, general and administrative expenses, excluding non-cash
    compensation










(10,520
)Provision for severance and other restructuring-related costs
    (excluding non-cash compensation for accelerated vesting)










(5,566
)Other expense










(534
)EBITDA









$
9,479EBITDA









$
9,479Impairment charge










(2,214
)Depreciation and amortization










(3,749
)Non-cash provision for severance and restructuring-related
    charges










(552
)Non-cash compensation










(123
)Operating income









$
2,841  24




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##### Table of Contents



American Idol
  American Idol 10 American Idol 9 American Idol American Idol
  IDOLS
  So You Think You Can Dance
  American Idol American Idol
       25




---



##### Table of Contents



Presley
    Business  Royalties and Licensing
    Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2011


2010


Variance(In thousands)Revenue

$
4,441


$
5,714


$
(1,273
)Cost of sales


(829
)


(902
)


73Selling, general and administrative expense, excluding non-cash
    compensation


(1,622
)


(1,211
)


(411
)EBITDA

$
1,990


$
3,601


$
(1,611
)EBITDA

$
1,990


$
3,601


$
(1,611
)Depreciation and amortization


(642
)


(645
)


3Non-cash compensation


(14
)


(16
)


2Operating income

$
1,334


$
2,940


$
(1,606
)   Viva
    ELVIS Viva ELVIS
  Presley
    Business  Graceland Operations
    Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2011


2010


Variance(In thousands)Revenue

$
5,151


$
6,611


$
(1,460
)Cost of sales


(774
)


(1,274
)


500Selling, general and administrative expense, excluding non-cash
    compensation


(5,510
)


(6,207
)


697EBITDA

$
(1,133
)

$
(870
)

$
(263
)EBITDA

$
(1,133
)

$
(870
)

$
(263
)Impairment charge






(2,639
)


2,639Depreciation and amortization


(593
)


(592
)


(1
)Non-cash compensation


(17
)


(19
)


2Operating income

$
(1,743
)

$
(4,120
)

$
2,377    26




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##### Table of Contents



Ali
    Business
    Corporate
    and Other
  Corporate
    Expenses and Other Costs
    Impairment
    Charges
    Interest
    Income/Expense
    Income
    Taxes
   27




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##### Table of Contents



Equity
    in Losses of Affiliates
  Viva ELVIS
  VIVA ELVIS
  Noncontrolling
    Interests
    Cash Flow
    for the three months ended March 31, 2011 and
    2010
  Operating
    Activities
  American Idol So You Think You Can Dance
  American Idol So You Think You Can Dance
 28




---



##### Table of Contents



Investing
    Activities
      Financing
    Activities
      Uses
    of Capital
        Amended
    Credit Facility
     29




---



##### Table of Contents



Capital
    Expenditures
      Dividends
      Commitments
    and Contingencies
    Ryan
    Seacrest Agreement
  American Idol American Idol
 30




---



##### Table of Contents



Simon
    Fuller Transaction
  American Idol So You Think You Can Dance American
    Idol So You
    Think You Can Dance
  Television
    Development Agreement
    Critical
    Accounting Policies
  Form 10-K
  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
     31




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##### 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
      Rule 13a-15
 32




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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).  33




---



##### 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 Financial and Accounting
 Officer)
   34




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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.  35