##### 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,
    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. 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
   þ o
  Regulation S-T o o
  Rule 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
    March 31, 2010 (Unaudited) and December 31, 2009


3Condensed Consolidated Statements of Operations
    (Unaudited) for the three months ended March 31, 2010 and
    2009


4Condensed Consolidated Statements of Cash Flows
    (Unaudited) for the three months ended March 31, 2010 and
    2009


5Notes to Condensed Consolidated Financial
    Statements (Unaudited)


7Item 2


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


21Item 3


Quantitative and Qualitative Disclosures About
    Market Risk


35Item 4


Controls and Procedures


36PART II


OTHER INFORMATIONItem 1


Legal Proceedings


37Item 6


Exhibits


37EX-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 31,2010


2009(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
55,052


$
66,587Receivables, net of allowance for doubtful accounts of $730 at
    March 31, 2010 and $742 at December 31, 2009


62,333



52,252Inventories, net of allowance for obsolescence of $670 at
    March 31, 2010 and $661 at December 31, 2009


1,850



1,977Prepaid expenses and other current assets


27,290



26,092Prepaid income taxes


6,746



4,610Deferred tax assets


3,419



3,551Total current assets


156,690



155,069Property and equipment  net


46,334



49,590Receivables


2,151



2,693Loans to related parties


1,766



2,221Other assets


38,165



49,453Goodwill


114,659



116,873Other intangible assets  net


115,768



119,809Deferred tax assets


3,676



3,974TOTAL ASSETS

$
479,209


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

$
28,440


$
39,144Accrued expenses


20,403



25,689Current portion of long-term debt


515



482Deferred revenue


14,332



12,885Total current liabilities


63,690



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


100,131



100,647Deferred revenue


3,190



2,850Other long-term liabilities


2,699



2,828Deferred tax liabilities


21,966



22,835Total liabilities


191,676



207,360Redeemable restricted common stock 
    534,082 shares outstanding at March 31, 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, 96,844,763 shares issued at
    March 31, 2010 and 96,831,149 issued at December 31,
    2009


968



968Additional
    paid-in-capital


395,922



394,839Accumulated deficit


(88,890
)


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


(22,647
)


(22,647
)Accumulated other comprehensive loss


(33,594
)


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


274,584



278,734Noncontrolling interests


5,602



6,241Total equity


280,186



284,975TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
479,209


$
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


EndedMarch 31, 2010


March 31, 2009Revenue

$
66,647


$
81,506Operating expenses:Cost of sales


29,621



28,310Selling, general and administrative expenses


18,331



17,924Corporate expenses


5,333



4,175Impairment charges


4,853



Depreciation and amortization


5,143



4,438Acquisition-related costs






1,537Provision for severance and other restructuring-related costs


6,118



1,418Other expense


538



128Total operating expenses


69,937



57,930Operating income (loss)


(3,290
)


23,576Interest income


50



103Interest expense


(867
)


(1,050
)Income (loss) before income taxes and equity in earnings
    (losses) of affiliates


(4,107
)


22,629Income tax expense


636



9,294Income (loss) before equity in earnings (losses) of affiliates


(4,743
)


13,335Equity in earnings (losses) of affiliates


(12
)


62Net income (loss)


(4,755
)


13,397Dividends on preferred stock


(456
)


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


(5,211
)


12,941Less: Net (income) loss attributable to noncontrolling interests


178



(878
)Net income (loss) attributable to CKX, Inc.

$
(5,033
)

$
12,063Income (loss) per share:Basic income (loss) per share

$
(0.05
)

$
0.13Diluted income (loss) per share

$
(0.05
)

$
0.13Average number of common shares outstanding:Basic


92,882,596



93,798,843Diluted


92,882,596



93,954,400    4




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


Three MonthsEnded


EndedMarch 31, 2010


March 31, 2009Cash flows from operating activities:Net income (loss)

$
(4,755
)

$
13,397Adjustments to reconcile net income to net cash used in
    operating activities:Depreciation and amortization


5,143



4,438Impairment charges


4,853



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


552



Write-off of deferred costs






874Unrealized foreign currency losses (gains)


292



448Share-based payments


564



342Equity in losses (earnings) of affiliates, net of cash received


12



(62
)Deferred income taxes


(439
)


278Non-cash interest expense


359



231Provision for inventory and accounts receivable allowance


19



112Changes in operating assets and liabilities:Receivables


(9,536
)


(12,431
)Prepaid income taxes


(2,136
)


Other assets


10,918



(2,076
)Accounts payable and accrued expenses


(15,990
)


(6,357
)Deferred revenue


1,787



(14,945
)Income taxes payable






1,698Other


(1,222
)


6,150Net cash used in operating activities


(9,579
)


(7,903
)Cash flows from investing activities:Purchases of property and equipment


(659
)


(3,912
)Net cash used in investing activities


(659
)


(3,912
)Cash flows from financing activities:Distributions to noncontrolling interest shareholders


(425
)


(1,324
)Principal payments on debt


(483
)


(489
)Dividends paid on preferred stock






(456
)Net cash used in financing activities


(908
)


(2,269
)Effect of exchange rate changes on cash and cash equivalents


(389
)


(151
)Net decrease in cash and cash equivalents


(11,535
)


(14,235
)Cash and cash equivalents  beginning of period


66,587



101,895Cash and cash equivalents  end of period

$
55,052


$
87,660Supplemental cash flow data:Cash paid during the period for:Interest

$
561


$
519Income taxes


3,104



6,515   5




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##### Table of Contents



Supplemental Cash Flow InformationThe Company had the following non-cash investing and financing
    activities in the three months ended March 31, 2010 (in
    thousands):Accrued but unpaid Series B Convertible Preferred Stock
    Dividends

$
456The Company had the following non-cash investing and financing
    activities in the three months ended March 31, 2009 (in
    thousands):Accrued but unpaid Series B Convertible Preferred Stock
    Dividends

$
456    6




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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, 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 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 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 (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
  Accounting for
    Transfers of Financial Assets  an amendment of FASB
    No. 140, Accounting for Transfers and Servicing of
    Financial Assets and Extinguishments of Liabilities
  Amendments to FASB Interpretation No. 46(R)
 7




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##### Table of Contents



2009-13 2009-13
  3.
    Transaction
    with Simon Fuller  IDOLS So You Think You Can Dance If I Can Dream American Idol So You Think
    You Can Dance
    4.
    Provision
    for Severance and Other Restructuring-Related Costs  IDOLS So You Think You Can Dance If I Can Dream
 8




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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     5.
    Transactions
    Involving FX Real Estate and Entertainment Inc.  About
    FXRE
  Form 10-K.
  Terminated
    License Agreements
     9




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##### Table of Contents



6.
    Elvis
    Cirque du Soleil Show  Viva ELVIS
    Viva ELVIS
 10




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##### Table of Contents



7.
    Comprehensive
    Income (Loss)    Three Months EndedMarch 31,2010


2009Net income (loss)

$
(4,755
)

$
13,397Foreign currency translation adjustments


(200
)


(2,427
)(4,955
)


10,970Net (income) loss attributable to noncontrolling interests


178



(878
)Comprehensive income (loss)

$
(4,777
)

$
10,092     Change
    in Functional Currency
  Foreign Currency Matters Form 10-K.
  8.
    Earnings
    Per Share/Common Shares Outstanding   11




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##### Table of Contents



Basic common shares outstanding (including redeemable restricted
    common stock)


93,798,843Incremental shares for assumed exercise of Series C
    preferred stock, restricted stock and stock options


155,557Diluted common shares outstanding (including redeemable
    restricted common stock)


93,954,400   9.
    Intangible
    Assets and Goodwill    Presley and Ali trademarks, publicity rights and other
    intellectual property

$
66,365     WeightedAverage


Gross





NetRemaining


Carrying


Accumulated


CarryingUseful Life


Amount


Amortization


AmountPresley record, music publishing, film and video rights


9.8 years


$
28,900


$
(9,784
)

$
19,116Other Presley intangible assets


11.9 years



13,622



(6,856
)


6,76619 Entertainment IDOLS television programming, merchandising and
    sponsorship relationships


2.0 years



64,517



(45,766
)


18,75119 Entertainment other artist management, recording,
    merchandising, sponsorship and model relationships


2.1 years



17,838



(13,841
)


3,997MBST artist contracts, profit participation rights and other
    intangible assets


1.6 years



4,270



(3,497
)


773$
129,147


$
(79,744
)

$
49,403    12




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##### Table of Contents



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 nine months ending December 31, 2010

$
10,631For the years ending December 31, 2011


13,7882012


5,7432013


3,1262014


2,983     Balance at





Balance atDecember 31,





March 31,2009


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
 13




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10.
    Debt             14




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##### Table of Contents



11.
    Equity    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 income


(200
)






(200
)Other


1,083



(36
)


1,047Balance at March 31, 2010

$
274,584


$
5,602


$
280,186   NoncontrollingCKX, Inc.


Interests


TotalBalance at January 1, 2009

$
237,461


$
5,279


$
242,740Net income


12,519



878



13,397Distributions to noncontrolling interest shareholders






(1,324
)


(1,324
)Series B preferred dividends


(456
)






(456
)Other comprehensive loss


(2,427
)






(2,427
)Other


350







350Balance at March 31, 2009

$
247,447


$
4,833


$
252,280   12.
    Share-Based
    Payments      Weighted average risk-free average interest rate


3.1
%Volatility


41.9
%Expected life (years)


6.5Dividend yield


0.0
%    15




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##### Table of Contents



13.
    Income
    Taxes                  14.
    Property
    and Equipment Impairment    15.
    Commitments
    and Contingencies  Elvis
    Cirque du Soleil Show
  Viva Elvis
  Redeemable
    Restricted Common Stock
   16




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##### Table of Contents



Ryan
    Seacrest Agreement
  American Idol American Idol American Idol
  American Idol
  Simon
    Fuller Transaction
    Television
    Development Agreement
    MBST
    Contingencies
   17




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16.
    Segment
    Information      Presley BusinessRoyalties and


Graceland


19Segment Information

Licensing


Operations


Entertainment


Ali Business


Corporate


Total(Amounts in thousands)Three 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


$
5,143OIBDAN

$
3,601


$
(870
)

$
9,479


$
539


$
(4,927
)

$
7,822Three months ended March 31, 2009:Revenue

$
12,463


$
6,126


$
61,289


$
1,628


$



$
81,506Operating income (loss)

$
10,570


$
(1,557
)

$
20,608


$
(321
)

$
(5,724
)

$
23,576Depreciation and amortization

$
645


$
563


$
3,197


$
21


$
12


$
4,438OIBDAN

$
11,227


$
(973
)

$
23,910


$
(296
)

$
(5,512
)

$
28,356Asset Information:Segment assets at March 31, 2010

$
97,772


$
72,035


$
204,325


$
31,248


$
73,829


$
479,209Segment assets at December 31, 2009

$
98,662


$
73,379


$
211,911


$
31,262


$
84,468


$
499,682  18




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Three Months EndedMarch 31,2010


2009(Amounts in thousands)OIBDAN

$
7,822


$
28,356Depreciation and amortization


(5,143
)


(4,438
)Impairment charges


(4,853
)


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


(552
)


Non-cash compensation


(564
)


(342
)Interest income


50



103Interest expense


(867
)


(1,050
)Equity in earnings (losses) of affiliates


(12
)


62Income tax expense


(636
)


(9,294
)Net income (loss)

$
(4,755
)

$
13,397   17.
    Related
    Party Transactions                 19




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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.
 20




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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, 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.      Transaction
    with Simon Fuller
  IDOLS So You Think You Can Dance If I Can Dream American Idol So You Think
    You Can Dance
   21




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##### Table of Contents



Provision
    for Severance and Other Restructuring-Related Costs
  IDOLS So You Think You Can Dance If I Can Dream
      Transactions
    Involving FX Real Estate and Entertainment Inc.
  About
    FXRE
    Terminated
    License Agreements
   22




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##### 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
  IDOLS American Idol IDOLS American Idol Idol Gives Back American Idol American Idol American Idol
 23




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##### Table of Contents



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
    Presley
    Business
  and/or and/or
      Viva ELVIS
 24




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##### Table of Contents



Viva ELVIS
      and/or
  Ali
    Business
        Change in
    Functional Currency
   25




---



##### Table of Contents



Foreign
    Currency Matters Form 10-K.
    Use of
    OIBDAN
      Consolidated
    Operating Results Three Months Ended March 31,
    2010
  Compared to Three Months Ended March 31, 2009
  Three Months


Three MonthsEnded


EndedMarch 31, 2010


March 31, 2009


Variance(In thousands)Revenue

$
66,647


$
81,506


$
(14,859
)Operating expenses


69,937



57,930



12,007Other expense


538



128



410Operating income (loss)


(3,290
)


23,576



(26,866
)Income tax expense


636



9,294



(8,658
)Net income attributable to CKX, Inc.


(5,033
)


12,063



(17,096
)Operating income (loss)

$
(3,290
)

$
23,576


$
(26,866
)Impairment charge


4,853







4,853Depreciation and amortization


5,143



4,438



705Non-cash provision for severance and other restructuring-related
    costs


552







552Non-cash compensation


564



342



222OIBDAN

$
7,822


$
28,356


$
(20,534
)  26




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##### Table of Contents



Superstars of Dance American Idol Superstars
    of Dance
  19
    Entertainment
    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
)


267If I Can Dreamand other television productions


1,924



(4,235
)


(2,311
)U.S. music and artist management


11,781



(4,527
)


7,254Other


4,874



(4,077
)


797$
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
)OIBDAN









$
9,479OIBDAN









$
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  27




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##### Table of Contents



Three Months Ended March 31, 2009

Revenue


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

$
24,655


$
(4,125
)

$
20,530Other IDOLStelevision programs (including license fees
    and sponsorship)


3,749



(131
)


3,618So You Think You Can Dance


3,566



(2,483
)


1,083If I Can Dreamand other television productions


11,658



(12,713
)


(1,055
)U.S. music and artist management


14,568



(5,767
)


8,801Other


3,093



(1,854
)


1,239$
61,289


$
(27,073
)

$
34,216Selling, general and administrative expenses, excluding non-cash
    compensation










(10,178
)Other expense










(128
)OIBDAN









$
23,910OIBDAN









$
23,910Depreciation and amortization










(3,197
)Non-cash compensation










(105
)Operating income









$
20,608   Superstars of Dance American Idol
  American Idol 9 American Idol 8 American Idol American Idol
  IDOLS
  So You Think You Can Dance So You Think You Can
    Dance So You Think You Can Dance
  If I Can Dream Superstars of Dance Superstars of Dance If I Can
    Dream
  American Idol
   28




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##### Table of Contents



Presley
    Business  Royalties and Licensing
    Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2010


2009


Variance(In thousands)Revenue

$
5,714


$
12,463


$
(6,749
)Cost of sales


(902
)


(234
)


(668
)Selling, general and administrative expense, excluding non-cash
    compensation


(1,211
)


(1,002
)


(209
)OIBDAN

$
3,601


$
11,227


$
(7,626
)OIBDAN

$
3,601


$
11,227



(7,626
)Depreciation and amortization


(645
)


(645
)


Non-cash compensation


(16
)


(12
)


(4
)Operating income

$
2,940


$
10,570


$
(7,630
)   Viva ELVIS Viva
    ELVIS
 29




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##### Table of Contents



Presley
    Business  Graceland Operations
    Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2010


2009


Variance(In thousands)Revenue

$
6,611


$
6,126


$
485Cost of sales


(1,274
)


(885
)


(389
)Selling, general and administrative expense, excluding non-cash
    compensation


(6,207
)


(6,214
)


7OIBDAN

$
(870
)

$
(973
)

$
103OIBDAN

$
(870
)

$
(973
)


103Impairment charge


(2,639
)






(2,639
)Depreciation and amortization


(592
)


(563
)


(29
)Non-cash compensation


(19
)


(21
)


2Operating income

$
(4,120
)

$
(1,557
)

$
(2,563
)       Ali
    Business
   30




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##### Table of Contents



Corporate
    and Other
  Corporate
    Expenses and Other Costs
      Impairment
    Charges
    Interest
    Income/Expense
    Income
    Taxes
           31




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##### Table of Contents



Equity
    in Earnings (Losses) of Affiliates
  Viva ELVIS
  Viva Elvis
  Noncontrolling
    Interests
    Cash Flow
    for the three months ended March 31, 2010 and
    2009
  Operating
    Activities
  American Idol So You Think You Can Dance
  So You Think You Can
    Dance American Idol Superstars of Dance
  Investing
    Activities
   32




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##### Table of Contents



Financing
    Activities
      Uses
    of Capital
        Capital
    Expenditures
  Viva ELVIS
    Future
    Acquisitions
   33




---



##### Table of Contents



Dividends
      Commitments
    and Contingencies
    Ryan
    Seacrest Agreement
  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
   34




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##### Table of Contents



Annual
    Impairment Review
      Critical
    Accounting Policies
  Form 10-K
  Impact
    of Recently Issued Accounting Standards
  Accounting for Transfers of Financial Assets  an
    amendment of FASB No. 140, Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of
    Liabilities
  Amendments to FASB Interpretation No. 46(R)
  2009-13 2009-13
  Off
    Balance Sheet Arrangements
  Regulation S-K.
  Item 3.
    Quantitative
    and Qualitative Disclosure About Market Risk   35




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##### Table of Contents



Interest
    Rate Risk
      Foreign
    Exchange Risk
        19
    Entertainment Put Option
    Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15 15d-15
  Changes
    in Internal Controls over Financial Reporting
   36




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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).  37




---



##### Table of Contents



SIGNATURES
      BY:
    /s/  Howard
    J. Tytel  Name:
    Howard J. Tytel Senior Executive Vice President, Director
 of Legal and Governmental Affairs and
 Member of the Office of the Chairman
 (Principal Executive Officer)
  BY:
    /s/  Thomas
    P. Benson  Name:
    Thomas P. Benson Chief Financial Officer, Executive
 Vice President and Treasurer
 (Principal Accounting Officer)
   38




---



##### 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.  39