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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    001-34176
 ASCENT MEDIA
    CORPORATION
 (Exact name of Registrant as
    specified in its charter)
  State of Delaware(State or other jurisdiction
    of
    incorporation or organization)

26-2735737(I.R.S. Employer
    Identification No.)12300 Liberty Boulevard
    Englewood, Colorado(Address of principal
    executive offices)

80112(Zip Code)   Registrants telephone number, including area code:
 (720) 875-6672
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each class

Name of Exchange on Which RegisteredSeries A Common Stock, par value $.01 per share

The Nasdaq Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 Series B Common Stock, par value $.01 per share
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o

Smaller reporting company o(Do not check if a smaller reporting company).   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





ASCENT
    MEDIA CORPORATION2010 ANNUAL REPORT ON
    FORM 10-K
    Table of Contents
   
 PagePART IItem 1.


Business


3Item 1A.


Risk Factors


14Item 1B.


Unresolved Staff Comments


23Item 2.


Properties


23Item 3.


Legal Proceedings


24Item 4.


(Removed and Reserved)


24PART IIItem 5.


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


25Item 6.


Selected Financial Data


27Item 7.


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


27Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


40Item 8.


Financial Statements and Supplementary Data


41Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


41Item 9A.


Controls and Procedures


41Item 9B.


Other Information


42PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


80Item 11.


Executive Compensation


80Item 12.


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


80Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


80Item 14.


Principal Accounting Fees and Services


80PART IVItem 15.


Exhibits and Financial Statement Schedules


80Signatures


83EX-21EX-23EX-24EX-31.1EX-31.2EX-32   2




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ITEM 1.
    BUSINESS  (a)
    General
    Development of Business      and/or
        Form 10-K
 3




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Form 10-K
  Recent
    Developments
      Form 10-K
    
    general economic and business conditions and industry trends;
    the regulatory and competitive environment of the industries in
    which we, and the entities in which we have interests, operate;
    uncertainties inherent in the development of new business lines
    and business strategies, including market acceptance;
    integration of acquired businesses;
    rapid technological changes;
    the availability and terms of capital;
    the outcome of any pending or threatened litigation;
    availability of qualified personnel;
    changes in the nature of key strategic relationships; and 4




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
    competitor and overall market response to our products and
    services including acceptance of the pricing of such products
    and services.    
    Monitronics high degree of leverage and the restrictive
    covenants governing its indebtedness;
    Monitronics anticipated growth strategies;
    Monitronics ability to acquire and integrate additional
    accounts, including competition for dealers with other alarm
    monitoring companies;
    the operating performance of Monitronics network of
    independent alarm systems dealers;
    changes in the nature of strategic relationships with original
    equipment manufacturers, dealers and other Monitronics business
    partners;
    changes in Monitronics expected rate of subscriber
    attrition;
    Monitronics ability to continue to control costs and
    maintain quality;
    the impact of false alarm ordinances and other
    potential changes in regulations or standards;
    changes in technology that may make Monitronics services
    less attractive or obsolete, or require significant expenditures
    to upgrade;
    the development of new services or service innovations by
    competitors;
    potential liability for failure to respond adequately to alarm
    activations;
    the potential for system failure as a result of a catastrophic
    event or natural disaster, including potential failure of
    back-up
    arrangements.
    the trend away from the use of public switched telephone network
    lines.
    the ability of Monitronics to obtain additional funds to grow
    its business, including the terms of any additional financing
    with respect thereto; and
    the ability of Monitronics to refinance its existing debt on
    attractive terms.    (b)
    Financial
    Information About Reportable Segments      (c)
    Narrative
    Description of Business  (720) 875-6672.
 5




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Form 10-K Form 8-K/A
  and/or
    Content
    Services
      The
    Content Distribution Business
    Network origination, playout and master
    control. pay-per-view cut-to-clock multi-language
 6




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Transport and connectivity. direct-to-home
  The
    Systems Integration Business
    Monitronics
    International, Inc.
    Operations
      month-to-month
 7




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
    lien searches and background checks on the dealer; and
    a review of the dealers licensing status and
    creditworthiness.      2.
    Dealer installs the alarm system, which is monitored by
    Monitronics central monitoring center, trains the customer on
    its use, and receives a signed three to five year contract for
    monitoring services.              
    Subscriber credit score reviews;
    Telephone surveys to confirm satisfaction with the installation
    and security systems;
    An individual review of each alarm monitoring contract;
    Confirmation that the customer is a homeowner; and
    Confirmation that each security system has been programmed to
    Monitronics central monitoring station prior to purchase.     8




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24-hour back-up back-up
    follow-up
    Intellectual
    Property
    Sales
    and Marketing
  General.
 9




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Dealer Network Development.
    Dealer Marketing Support.
  
    sales brochures and flyers;
    yard signs;
    window decals;
    customer forms and agreements;
    sales presentation binders;
    door hangers;
    lead boxes;
    vehicle graphics;
    trade show booths; and
    clothing bearing the Monitronics brand name.      Customer Integration and Marketing.
 10




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Negotiated Account Acquisitions.
  Strategy
  Corporate
    Strategy
      
    financial characteristics, including recurring revenue streams
    and free cash flow;
    growth potential;
    potential return on investment incorporating appropriate
    financial leverage, including the targets existing
    indebtedness and opportunities to restructure some or all of
    that indebtedness;
    risk profile of business; and
    strong management team in place.      Monitronics
    Strategy
    Maximize Subscriber Retention.
  
    Maintain the high quality of our subscriber base by continuing
    to implement our highly disciplined account acquisition program;
    Continue to incentivize our dealers to sell us only high-quality
    accounts through quality incentives built into the purchase
    price and by having a performance guarantee on each account from
    the dealer; 11




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
    Provide superior customer service on the telephone and in the
    field; and
    Actively identify subscribers who are relocating, the number one
    reason for account cancellations, and target retention of such
    subscribers.  Maximize Economics of Business Model.
  Expand Our Network of Dealers.
  
    We provide our dealers with a full range of services designed to
    assist them in all aspects of their business, including sales
    leads, sales training, technical training, comprehensive on-line
    account access, detailed weekly account summaries, sales support
    materials and discounts on security system hardware purchased
    through our strategic alliances with security system
    manufacturers;
    Individual dealers retain local name recognition and
    responsibility for
    day-to-day
    sales and installation efforts, thereby supporting the
    entrepreneurial culture at the dealer level and allowing us to
    capitalize on the considerable local market knowledge, goodwill
    and name recognition of our dealers; and
    We are a reliable purchaser of accounts at competitive rates.    Industry;
    Competition
    
    ADT Security Services, Inc., a subsidiary of Tyco International,
    Ltd (ADT);
    Protection One, Inc.; and
    Stanley Security Solutions, a subsidiary of The Stanley Works.      Seasonality
   12




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Regulatory
    Matters
      
    subjecting alarm monitoring companies to fines or penalties for
    false alarms;
    imposing fines on alarm subscribers for false alarms;
    imposing limitations on the number of times the police will
    respond to false alarms at a particular location;
    requiring additional verification of intrusion alarms by calling
    two different phone numbers prior to dispatch (Enhanced Call
    Verification); and
    requiring visual verification of an actual emergency at the
    premise before the police will respond to an alarm signal
    (Verified Response).      Employees
    (d)
    Financial
    Information About Geographic Areas    (e)
    Available
    Information  Form 10-Ks, Form 10-Qs Form 8-Ks,
   13




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(720) 875-6672.
    ITEM 1A.
    RISK
    FACTORS  The risks described below and elsewhere in this Annual Report
    are not the only ones that relate to our businesses or our
    common stock. The risks described below are considered to be the
    most material. However, there may be other unknown or
    unpredictable economic, business, competitive, regulatory or
    other factors that also could have material adverse effects on
    our businesses. If any of the events described below were to
    occur, our businesses, prospects, financial condition, results
    of operations
    and/or cash
    flows could be materially adversely affected.
  Factors
    Relating to Our Corporate Strategy
  We
    have substantially changed the businesses in which our
    subsidiaries operate. Accordingly, it may be difficult to
    evaluate our performance based on our operating
    history.
  Form 10-K Form 8-K/A
  
    the audited consolidated financial statements of Monitronics
    International, Inc., for the years ended June 30, 2010,
    2009 and 2008;
    the unaudited consolidated financial statements of Monitronics
    International, Inc., including the balance sheet as of
    September 30, 2010 and the statements of operations,
    shareholders net capital (deficiency) and cash flows for the
    three months ended September 30, 2010 and 2009;
    the unaudited pro forma condensed combined balance sheet of
    Ascent Media Corporation as of September 30, 2010, giving
    effect to the acquisition of Monitronics and the dispositions of
    the
    Creative/Media
    and Content Distributions businesses, on a pro forma basis, as
    if such transactions had occurred on that date; and
    the unaudited pro forma condensed combined statements of
    operations of Ascent Media Corporation for the nine months ended
    September 30, 2010 and the year ended December 31,
    2009, giving effect to the acquisition of Monitronics and the
    dispositions of the Creative/Media and Content Distributions
    businesses, on a pro forma basis, as if such transactions had
    occurred on January 1, 2009.    Our
    acquisition strategy may not be successful.
   14




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
    failure to identify attractive acquisition candidates on
    acceptable terms;
    competition from other bidders;
    inability to raise any required financing; and
    antitrust or other regulatory restrictions, including any
    requirements that may be imposed by government agencies as a
    condition to any required regulatory approval.    We are
    a holding company and derive substantially all of our revenue
    and cash flow from our subsidiaries.
    An
    inability to access capital markets at attractive rates could
    materially increase our expenses.
    Disruptions
    in worldwide credit markets may increase the risk of default by
    the issuers of instruments in which we invest cash and other
    financial institutions. The failure of any banking institution
    in which we deposit funds or the failure of banking institutions
    to operate in the ordinary course could have a material adverse
    effect on our financial position and operating
    results.
   15




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Factors
    Relating to our Common Stock
  We
    have a history of losses and may incur losses in the future,
    which could materially and adversely affect the market price of
    our common stock.
    Our
    stock price may fluctuate significantly.
    
    actual or anticipated fluctuations in our operating results;
    changes in earnings estimated by securities analysts or our
    ability to meet those estimates;
    the operating and stock price performance of comparable
    companies; and
    domestic and foreign economic conditions.  It may
    be difficult for a third party to acquire us, even if doing so
    may be beneficial to our shareholders.
    
    a capital structure with multiple series of common stock: a
    Series B that entitles the holders to ten votes per share,
    a Series A that entitles the holders to one vote per share,
    and a Series C that, except in such limited circumstances
    as may be required by applicable law, entitles the holders to no
    voting rights;
    authorizing the issuance of blank check preferred
    stock, which could be issued by our board of directors to
    increase the number of outstanding shares and thwart a takeover
    attempt;
    classifying our board of directors with staggered three-year
    terms, which may lengthen the time required to gain control of
    our board of directors through a proxy contest or exercise of
    voting rights;
    limiting who may call special meetings of shareholders;
    prohibiting shareholder action by written consent (subject to
    certain exceptions), thereby requiring shareholder action to be
    taken at a meeting of the shareholders;
    establishing advance notice requirements for nominations of
    candidates for election to our board of directors or for
    proposing matters that can be acted upon by shareholders at
    shareholder meetings;
    requiring shareholder approval by holders of at least 80% of our
    voting power or the approval by at least 75% of our board of
    directors with respect to certain extraordinary matters, such as
    a merger or consolidation of our company, a sale of all or
    substantially all of our assets or an amendment to our
    certificate of incorporation;
    requiring the consent of the holders of at least 75% of the
    outstanding Series B common stock (voting as a separate
    class) to certain share distributions and other corporate
    actions in which the voting power of the Series B common
    stock would be diluted, for example by issuing shares having
    multiple votes per share as a dividend to holders of
    Series A common stock; and
    the existence of authorized and unissued stock which would allow
    our board of directors to issue shares to persons friendly to
    current management, thereby protecting the continuity of its
    management, or which could be used to dilute the stock ownership
    of persons seeking to obtain control of us. 16




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We
    have adopted a shareholder rights plan in order to encourage
    anyone seeking to acquire our company to negotiate with our
    board of directors prior to attempting a takeover.
    Holders
    of a single series of our common stock may not have any remedies
    if an action by our directors or officers has an adverse effect
    on only that series of our common stock.
    Our
    Series B common stock trades on the OTC
    Bulletin Board, which is often characterized by volatility
    and illiquidity.
    Other
    Factors Relating to Ascent Media Corporation
  We may
    have substantial indemnification obligations under certain
    inter-company agreements we entered into in connection with the
    spin-off of Ascent Media from DHC.
   17




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If we
    are unable to satisfy the requirements of Section 404 of
    the Sarbanes-Oxley Act of 2002, or our internal control over
    financial reporting is not effective, the reliability of our
    financial statements may be questioned and our stock price may
    suffer.
    Factors
    relating to Monitronics
  Monitronics
    has a substantial amount of indebtedness, which could have a
    material adverse effect on its financial condition and
    operations.
    
    make it more difficult for it to satisfy its debt obligations;
    increase its vulnerability to general adverse economic and
    industry conditions;
    limit its ability to fund future subscriber account purchases,
    working capital, capital expenditures and other general
    corporate requirements;
    require a substantial portion of its cash flow from operations
    for debt payments;
    limit its flexibility to plan for, or react to, changes in its
    business and the industry in which it operates;
    place it at a competitive disadvantage compared to its
    competitors that have less debt; and
    limit its ability to borrow additional funds.  and/or
  Monitronics
    credit facility and securitization indebtedness impose many
    restrictions on it.
    
    incur additional indebtedness;
    pay dividends and make distributions; 18




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
    issue common and preferred stock of any future subsidiaries;
    make certain investments;
    create liens;
    enter into transactions with affiliates;
    merge or consolidate; and
    transfer and sell assets.    The
    terms of Monitronics securitization facility limit its
    access to the cash generated by a substantial portion of its
    alarm monitoring contracts.
  out-of-pocket
  If we
    do not refinance or repay the existing Monitronics
    securitization facility by July 2012, our borrowing costs under
    that facility will increase substantially.
   19




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We may
    be unable to obtain additional funds to grow Monitronics
    business.
    Monitronics
    relies on our authorized dealers to generate subscriber
    growth.
    Monitronics
    may be unable to manage its growth effectively.
    Monitronics
    faces risks in acquiring and integrating subscriber
    accounts.
    The
    high level of competition in Monitronics industry could
    adversely affect its business.
   20




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Monitronics
    relies on a significant number of its subscribers remaining with
    it as subscribers for long periods of time.
    Monitronics
    relies on technology that may become obsolete, which could
    require significant expenditures.
    Shifts
    in customer selection of telecommunications services could
    increase attrition rates and could adversely impact
    Monitronics earnings and cash flow.
  and/or
  Monitronics
    depends on its relationships with alarm system manufacturers and
    suppliers. If it is not able to maintain or renew these
    strategic alliances, or enter into new alliances, it may be
    unable to fully implement its growth strategy, which could
    negatively impact its revenues.
    
    provide important introductions to prospective dealers, which
    helps it in the dealer recruiting process; 21




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
    provide an additional source of prospective subscriber
    accounts; and
    enhance its existing dealer relationships.    False
    alarm ordinances could adversely affect Monitronics
    operations.
    
    subjecting alarm monitoring companies to fines or penalties for
    transmitting false alarms;
    imposing fines on alarm subscribers for false alarms;
    imposing limitations on the number of times the police will
    respond to false alarms at a particular location; and
    requiring further verification of an alarm signal, such as
    visual verification or verification to two different phone
    numbers, before the police will respond.    Future
    government regulations could adversely affect Monitronics
    operations.
  and/or
  Monitronics
    business operates in a regulated industry.
   22




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Risks
    of liability from Monitronics operations are
    significant.
    An
    interruption to its monitoring facilities from a disaster could
    adversely affect Monitronics business.
  back-up back-up back-up
  Monitronics
    is dependent upon its experienced senior management, who would
    be difficult to replace.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    back-up
 23




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ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    (REMOVED
    AND RESERVED) 24




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

Low2010First quarter


28.43



24.66Second quarter


30.53



25.26Third quarter


28.85



25.27Fourth quarter


39.12



26.732009First quarter


26.75



22.58Second quarter


29.65



25.66Third quarter


28.51



24.52Fourth quarter


26.54



22.37   Holders
    Dividends
    Securities
    Authorized for Issuance Under Equity Compensation
    Plans
   25




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Stock
    Performance Graph
        
  9/18/08


12/31/08


12/31/09


12/31/10ASCMA Series A

$
100.00


$
80.37


$
93.83


$
142.45S&P Media Index

$
100.00


$
71.29


$
96.43


$
116.88NASDAQ Stock Market Index

$
100.00


$
71.71


$
103.19


$
120.63   Purchases
    of Equity Securities By the Issuer
    Total Number of Shares


Average PricePeriod

Purchased (Surrendered)


Paid Per Share10/01/10 - 10/31/10






11/01/10 - 11/30/10






12/01/10 - 12/31/10


3,092(a
)

$
34.62Total


3,092(a
)

$
34.62     (a)
    
    Represents 2,409 shares withheld from Mr. Fitzgerald
    and 683 shares withheld from Mr. Orr. 26




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ITEM 6.
    SELECTED
    FINANCIAL DATA    December 31,2010


2009


2008


2007


2006Amounts in thousandsSummary Balance Sheet Data:Current assets

$
240,686



416,891



490,042



362,725



316,381Property and Equipment, net

$
140,158



123,294



138,166



166,871



167,879Total assets

$
1,652,025



682,987



745,304



830,986



952,919Current liabilities

$
96,815



70,872



91,202



119,571



114,229Long-term debt

$
896,733















Stockholders equity

$
551,974



582,596



625,310



686,896



814,696   Years Ended December 31,2010


2009


2008


2007


2006Amounts in thousands, except per share amountsSummary Statement of Operations Data:Net revenue

$
139,462



154,471



260,225



228,314



218,446Operating loss(a)

$
(23,045
)


(27,764
)


(15,667
)


(185,829
)


(25,553
)Net loss from continuing operations(a)

$
(26,395
)


(52,225
)


(6,913
)


(147,953
)


(15,523
)Net loss(a),(b)

$
(34,260
)


(52,897
)


(64,619
)


(132,331
)


(83,007
)Basic and diluted loss per common share(c)

$
(2.41
)


(3.76
)


(4.60
)


(9.41
)


(5.90
)     (a)
    
    Includes impairment of goodwill of $165,347,000 for the year
    ended December 31, 2007. This impairment charge relates to
    the Content Services group.(b)
    
    Includes impairment of goodwill of $95,069,000 and $93,402,000
    for the years ended December 31, 2008 and 2006,
    respectively. These impairment charges relates to the
    Creative/Media business which was included in discontinued
    operations for all periods presented.(c)
    
    Basic and diluted net earnings (loss) per common share is based
    on (1) the actual number of basic and diluted shares for
    all periods subsequent to the spin off and
    (2) 14,061,618 shares, which is the number of shares
    issued in the spin off, for all years prior to 2008.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Overview
    Content
    Services Group
   27




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pay-per-view
        
    increased by a net working capital adjustment of $180,000;
    reduced by a cash deferred revenue adjustment of
    $4.1 million;
    reduced by a net capital expenditure/added investment adjustment
    of $4.5 million; and
    reduced by a credit of $1 million, which will be paid to us
    by Encompass upon the transfer of fee title to certain owned
    real property.  Form 10-K
  Monitronics
   28




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12-month
   29




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Twelve Months EndedDecember 31,2010


2009Beginning balance of accounts Content Services group


621,592



560,871Accounts purchased


126,619



134,841Accounts cancelled(a)


(71,403
)


(68,818
)Accounts guaranteed to be refunded from holdback


(5,854
)


(5,302
)Ending balance of accounts


670,954



621,592Monthly weighted average accounts


643,625



589,176Attrition rate


(11.1
)%


(11.6
)%     (a)
    
    Net of canceled accounts that are contractually guaranteed by
    the dealer.      Year Ended December 30,2010


2009Amounts in thousandsPro-forma revenue

$
411,648



408,208Pro-forma net loss(a)

$
(73,569
)


(81,634
)Pro-forma basic and diluted loss per share

$
(5.18
)


(5.80
)     (a)
    
    The 2010 amount includes the following non-recurring amounts:
    restructuring charges of $5.7 million, gain on sale of
    operating assets of $2.7 million, transaction costs related
    to the Monitronics acquisition of $14.9 million and a
    $1.2 million charge for a lump-sum payment related to the
    death benefit of the Companys chief operating officer
    under the terms of his employment contract. The 2009 amount
    includes the following non-recurring amounts: restructuring
    charges of $4.8 million and a credit for the reduction in
    the fair value of a participating residual interest liability of
    $4.1 million.  Sale of
    Creative and Media Businesses
   30




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##### Table of Contents



Adjusted
    OIBDA
    Results
    of Operations
    Years Ended December 31,2010


2009


2008Amounts in thousandsConsolidated Results of OperationsNet revenue

$
139,462



154,471



260,225Loss from continuing operations before income taxes

$
(24,908
)


(24,535
)


(8,035
)Net loss

$
(34,260
)


(52,897
)


(64,619
)Segment Results of OperationsRevenueContent Services group

$
127,286



154,471



260,225Monitronics business

$
12,176







Adjusted OIBDAContent Services group

$
25,384



23,556



31,401Monitronics business

$
8,624







Total segment adjusted OIBDA

$
34,008



23,556



31,401Corporate general and administrative expenses

$
(20,167
)


(19,625
)


(21,812
)Total adjusted OIBDA(a)

$
13,841



3,931



9,589Segment Adjusted OIBDA as a Percentage of RevenueContent Services group


19.9
%


15.2
%


12.1
%Monitronics business


70.8
%






     (a)
    
    See reconciliation to loss from continuing operations before
    income taxes below. 31




---



##### Table of Contents



Revenue.
    Cost of Services.
      Selling, General and Administrative.
  Years Ended December 31,2010


2009


2008Amounts in thousandsSG&A(a)

$
43,220



42,600



48,690Stock-based and long-term incentive compensation


4,182



2,401



2,764Accretion expense on asset retirement obligations


190



220



225Participating residual interest change in fair value


(134
)


(4,092
)


Total SG&A

$
47,458



41,129



51,679     (a)
    
    SG&A includes corporate G&A expenses of $20,167,000,
    $19,625,000 and $21,812,000 for the years ended
    December 31, 2010, 2009 and 2008, respectively, which are
    not included in total segment adjusted OIBDA. 32




---



##### Table of Contents



Stock-based and Long-term Incentive
    Compensation.
  Participating Residual Interest Change in Fair
    Value.
  Restructuring Charges.
     33




---



##### Table of Contents



Opening








EndingBalance


Additions


Deductions(a)


BalanceAmounts in thousands2010 Restructuring PlanSeverance and retention

$




4,434



(638
)


3,796
(b)2008 Restructuring PlanSeverance

$
1,310



2,157



(2,486
)


981Excess facility costs


(92
)


1,100



(948
)


60December 31, 2008

$
1,218



3,257



(3,434
)


1,041Severance


981



1,919



(2,364
)


536Excess facility costs


60



2,926



(20
)


2,966December 31, 2009

$
1,041



4,845



(2,384
)


3,502Severance


536



1,119



(1,646
)


9
(b)Excess facility costs


2,966



160



(1,631
)


1,495
(b)December 31, 2010

$
3,502



1,279



(3,277
)


1,504     (a)
    
    Primarily represents cash payments.(b)
    
    Substantially all of this amount is expected to be paid in 2011.  Gain on Sale of Operating Assets, net.
  Depreciation and Amortization.
  Amortization of Subscriber Accounts and Dealer
    Network.
  Income Taxes from Continuing Operations.
   34




---



##### Table of Contents



Earnings from Discontinued Operations, Net of Income
    Taxes.
  Adjusted OIBDA.
  Year Ended December 31,2010


2009


2008Amounts in thousandsTotal adjusted OIBDA

$
13,841



3,931



9,589Stock-based and long-term incentive compensation


(4,182
)


(2,401
)


(2,764
)Restructuring and other charges


(5,713
)


(4,845
)


(3,257
)Depreciation and amortization


(29,655
)


(28,340
)


(28,442
)Gain on sale of operating assets, net


2,720



19



9,433Participating residual interest change in fair value


134



4,092



Interest income


3,639



2,660



6,579Interest expense


(2,953
)


(410
)


(399
)Unrealized loss on derivatives


(1,682
)






Other, net(a)


(1,057
)


759



1,226Loss from continuing operations before income taxes

$
(24,908
)


(24,535
)


(8,035
)     (a)
    
    The year ended December 31, 2010 amount includes an expense
    of approximately $1.2 million for a lump-sum payment
    related to the death benefit of the Companys chief
    operating officer under the terms of his employment contract.           35




---



##### Table of Contents



Discontinued
    Operations
    Creative/Media
    GMX
    Chiswick
    Park
    AccentHealth
    Palm
    Bay
    Visiontext
   36




---



##### Table of Contents



Liquidity
    and Capital Resources
    Form 10-K.
       37




---



##### Table of Contents



Class A-1
  out-of-pocket
     38




---



##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodLess than








After 51 Year


1-3 Years


3-5 Years


Years


TotalAmounts in thousandsOperating leases

$
14,595



12,748



6,723



6,906



40,972Capital lease


1,080



2,160











3,240Long-term debt(a)


20,000



86,300







838,000



944,300Other


10,166



28



324



1,128



11,646Total contractual obligations

$
45,841



101,236



7,047



846,034



1,000,158     (a)
    
    Amounts reflect principal amounts owed and therefore excludes
    discount of $27,567,000. Amounts also exclude interest payments
    which are based on variable interest rates.    Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies and Estimates
  Valuation of Subscriber Accounts. 10-year
  10-year
   39




---



##### Table of Contents



Valuation of Long-lived Assets and Amortizable Other
    Intangible Assets.
  Valuation of Trade Receivables.
  Valuation of Deferred Tax Assets.
  Valuation of Goodwill.
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Foreign
    Currency Risk
   40




---



##### Table of Contents



Interest
    Rate Risk
    Tabular
    Presentation of Interest Rate Risk
    Year of Maturity

Swaps(a)


Variable Rate Debt


TotalAmounts in thousands2011

$




20,000



20,0002012


42,935



40,000



82,9352013






46,300



46,3002014


21,810







21,8102015










Thereafter






838,000



838,000Total

$
64,745



944,300



1,009,045Fair Value

$
64,745


$
916,733


$
981,478     (a)
    
    The average interest rate paid on the Swaps is 6.48% and the
    average interest rate received is the
    1-month
    LIBOR rate plus 0.9%.  ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Regulation S-X Form 10-K.
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Rules 13a-15 15d-15,
 41




---



##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
      Internal
    Control  Integrated Framework
      Form 10-K Form 10-K.
  ITEM 9B.
    OTHER
    INFORMATION   42




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm     Internal Control 
    Integrated Framework
        Internal Control  Integrated
    Framework
      KPMG
    LLP
     43




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
           Internal Control  Integrated
    Framework
  KPMG
    LLP
     44




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Consolidated
    Balance Sheets
 December 31,
    2010 and 2009
  2010


2009Amounts in thousands, except share amountsASSETSCurrent assets:Cash and cash equivalents

$
149,857



292,914Restricted cash (note 3)


28,915



Trade receivables, net of allowance of $825 (2010) and
    $1,305 (2009)


32,318



23,535Deferred income tax assets, net (note 13)


9,083



562Assets of discontinued operations (note 5)


533



78,773Income taxes receivable


9,018



17,793Prepaid and other current assets


10,962



3,314Total current assets


240,686



416,891Restricted cash (note 3)


35,000



Investments in marketable securities (note 8)






56,197Property and equipment, net (note 6)


140,158



123,294Subscriber accounts, net (note 3)


829,540



Dealer network, net (note 3)


49,980



Goodwill


349,674



Deferred income tax assets, net (note 13)






1,098Assets of discontinued operations (note 5)






83,153Other assets, net (note 3)


6,987



2,354Total assets

$
1,652,025



682,987LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt

$
20,000



Accounts payable


15,327



8,054Accrued payroll and related liabilities


11,932



6,558Other accrued liabilities


23,039



14,337Deferred revenue


14,206



7,076Purchase holdbacks


10,154



Liabilities related to assets of discontinued operations
    (note 5)


2,157



34,847Total current liabilities


96,815



70,872Non-current liabilities:Long-term debt


896,733



Derivative financial instruments


64,745



Deferred income tax liability, net (note 13)


14,261



Other liabilities


27,497



17,328Liabilities related to assets of discontinued operations
    (note 5)






12,191Total liabilities


1,100,051



100,391Commitments and contingencies (note 17)Stockholders Equity:Preferred stock, $.01 par value. Authorized
    5,000,000 shares; no shares issued






Series A common stock, $.01 par value. Authorized
    45,000,000 shares; issued and outstanding
    13,553,251 shares at December 31, 2010


136



134Series B common stock, $.01 par value. Authorized
    5,000,000 shares; issued and outstanding
    733,599 shares at December 31, 2010


7



7Series C common stock, $.01 par value. Authorized
    45,000,000 shares; no shares issued






Additional paid-in capital


1,467,757



1,464,925Accumulated deficit


(913,113
)


(878,853
)Accumulated other comprehensive loss


(2,813
)


(3,617
)Total stockholders equity


551,974



582,596Total liabilities and stockholders equity

$
1,652,025



682,987    45




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Consolidated
    Statements of Operations and Comprehensive Loss
 Years
    ended December 31, 2010, 2009 and 2008
  2010


2009


2008Amounts in thousands, exceptper share amountsNet revenue

$
139,462



154,471



260,225Operating expenses:Cost of services


82,401



107,940



201,947Amortization of subscriber accounts and dealer network


4,793







Selling, general, and administrative, including stock-based and
    long-term compensation (note 14)


47,458



41,129



51,679Restructuring charges (note 12)


5,713



4,845



3,257Gain on sale of operating assets, net


(2,720
)


(19
)


(9,433
)Depreciation and amortization


24,862



28,340



28,442162,507



182,235



275,892Operating loss


(23,045
)


(27,764
)


(15,667
)Other income:Interest income


3,639



2,660



6,579Interest expense


(2,953
)


(410
)


(399
)Unrealized loss on derivative financial instruments


(1,682
)






Other (expense) income, net


(867
)


979



1,452(1,863
)


3,229



7,632Loss from continuing operations before income taxes


(24,908
)


(24,535
)


(8,035
)Income tax (expense) benefit from continuing operations
    (note 13)


(1,487
)


(27,690
)


1,122Net loss from continuing operations


(26,395
)


(52,225
)


(6,913
)Discontinued operations:Loss from discontinued operations


(16,165
)


(9,231
)


(23,539
)Income tax (expense) benefit from discontinued operations


8,300



8,559



(34,167
)Loss from discontinued operations, net of income taxes


(7,865
)


(672
)


(57,706
)Net loss

$
(34,260
)


(52,897
)


(64,619
)Other comprehensive earnings (loss) (note 15):Foreign currency translation adjustments


4,026



4,693



(18,603
)Unrealized holding gain (loss), net of income tax


(1,352
)


1,352



Pension liability adjustment


(1,870
)


(1,709
)


(63
)Other comprehensive earnings (loss)


804



4,336



(18,666
)Comprehensive loss

$
(33,456
)


(48,561
)


(83,285
)Basic and diluted loss per share (note 3)Continuing operations

$
(1.86
)


(3.71
)


(0.49
)Discontinued operations


(0.55
)


(0.05
)


(4.11
)Net loss

$
(2.41
)


(3.76
)


(4.60
)    46




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Consolidated
    Statements of Cash Flows
 Years
    ended December 31, 2010, 2009 and 2008
  2010


2009


2008Amounts in thousands(See Note 3)Cash flows from operating activities:Net loss

$
(34,260
)


(52,897
)


(64,619
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Loss from discontinued operations, net of income tax


7,865



672



57,706Depreciation and amortization


24,862



28,340



28,442Amortization of subscriber accounts and dealer network


4,793







Stock-based compensation


3,148



2,443



293Gain on sale of assets, net


(2,720
)


(19
)


(9,433
)Deferred income tax expense


3,854



19,362



6,211Other non-cash credits, net


(1,101
)


(2,646
)


(11,246
)Changes in assets and liabilities, net of acquisitions:Trade receivables


4,115



26,735



(2,460
)Prepaid expenses and other assets


4,705



(3,964
)


(9,379
)Payables and other liabilities


4,657



(15,738
)


(12,213
)Operating activities from discontinued operations, net


30,382



33,686



37,739Net cash provided by operating activities


50,300



35,974



21,041Cash flows from investing activities:Capital expenditures


(20,492
)


(12,862
)


(12,293
)Cash paid for acquisitions, net of cash acquired


(388,401
)






Purchases of marketable securities


(41,757
)


(68,126
)


Proceeds from sales of marketable securities


96,685



16,309



23,545Proceeds from the sale of discontinued operations


92,121







127,831Proceeds from the sale of operating assets


6,201



310



17,592Purchases of subscriber accounts


(4,214
)






Increase in restricted cash


(13,318
)






Other investing activities, net


54







(93
)Investing activities from discontinued operations, net


(17,200
)


(20,519
)


(35,252
)Net cash provided by (used in) investing activities


(290,321
)


(84,888
)


121,330Cash flows from financing activities:Proceeds from long-term debt


110,300







Payments of long-term debt


(9,000
)






Payment of deferred financing costs


(2,388
)






Stock option exercises






2,121



Other


(813
)


(752
)


(2,487
)Financing activities from discontinued operations, net


(1,135
)


(1,058
)


Net cash provided by (used in) financing activities


96,964



311



(2,487
)Net increase (decrease) in cash and cash equivalents


(143,057
)


(48,603
)


139,884Cash and cash equivalents at beginning of year


292,914



341,517



201,633Cash and cash equivalents at end of year

$
149,857



292,914



341,517    47




---



##### Table of Contents





ASCENT
    MEDIA CORPORATION AND SUBSIDIARIESConsolidated Statements of
    Stockholders EquityYears ended December 31, 2010, 2009 and
    2008
  AccumulatedAdditional








Other


TotalPreferred


Common Stock


Paid-in


Parents


Accumulated


Comprehensive


StockholdersStock


Series A


Series B


Series C


Capital


Investment


Deficit


Earnings (Loss)


EquityAmounts in thousandsBalance at December 31, 2007






















1,437,520



(761,337
)


10,713



686,896Net loss


























(64,619
)






(64,619
)Other comprehensive loss






























(18,666
)


(18,666
)Contribution of net operating losses from DHC


















(553
)


23,694











23,141Stock-based compensation


















293















293Net cash transfers to parent






















(1,735
)










(1,735
)Change in capitalization in connection with Ascent Media Spin
    Off (note 2)






134



7







1,459,338



(1,459,479
)










Balance at December 31, 2008






134



7







1,459,078







(825,956
)


(7,953
)


625,310Net loss


























(52,897
)






(52,897
)Other comprehensive earnings






























4,336



4,336Stock-based compensation


















2,443















2,443Stock option exercises (note 14)


















2,121















2,121Shares withheld for tax liability


















(263
)














(263
)Other


















1,546















1,546Balance at December 31, 2009






134



7







1,464,925







(878,853
)


(3,617
)


582,596Net loss


























(34,260
)






(34,260
)Other comprehensive earnings






























804



804Stock-based compensation






2











3,146















3,148Shares withheld for tax liability


















(314
)














(314
)Balance at December 31, 2010

$




136



7







1,467,757







(913,113
)


(2,813
)


551,974     48




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes
    to Consolidated Financial Statements
 December 31, 2010, 2009 and 2008
  (1)
    Basis of
    Presentation        (2)
    Ascent
    Media Spin-Off Transaction       49




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (3)
    Summary
    of Significant Accounting Policies  Cash
    and Cash Equivalents
    Restricted
    Cash
    Trade
    Receivables
   50




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Balance








BalanceBeginning


Charged


Write-Offs


End ofof Year


to Expense


and Other


YearAmounts in thousands2010

$
1,305



233



(713
)


8252009

$
1,192



246



(133
)


1,3052008

$
1,553



1,446



(1,807
)


1,192   Concentration
    of Credit Risk and Significant Customers
    Fair
    Value of Financial Instruments
    Investments
  available-for-sale
  Property
    and Equipment
    Buildings

20 yearsLeasehold improvements

15 years or lease term, if shorterMachinery and equipment

5 - 7 yearsComputer sytems and software (included in Machinery and
    Equipment in Note 6)

3 - 5 years     Subscriber
    Accounts
   51




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  10-year
    Dealer
    Networks
    Goodwill
    Other
    Intangible Assets
    Long-Lived
    Assets
    Purchase
    Holdbacks
   52




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Deferred
    Financing Costs
    Derivative
    Financial Instruments
    Foreign
    Currency Translation
    Revenue
    Recognition
      Income
    Taxes
     53




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Advertising
    Costs
    Stock-Based
    Compensation
      Basic
    and Diluted Earnings (Loss) Per Common Share 
    Series A and Series B
    Year Ended December 31,2010

2009

2008Weighted average Series A and Series B shares


14,200,417



14,086,075



14,061,921   Indemnifications
     54




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Estimates
    Supplemental
    Cash Flow Information
    (4)
    Acquisitions    10-year
 55




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Amounts in thousandsEstimated fair value of assets acquired and liabilities assumed:Restricted cash

$
43,597Accounts receivable


10,694Subscriber accounts


829,700Property and equipment


20,802Dealer network


50,400Other current and non-current assets


14,419Goodwill


349,674Purchase holdbacks


(10,290
)Long-term debt


(814,653
)Derivative instruments


(64,623
)Deferred income tax liability


(4,057
)Other current and noncurrent liabilities


(29,787
)Cash consideration paid

$
395,876       Year Ended December 30,2010


2009Amounts in thousandsPro-forma revenue

$
411,648



408,208Pro-forma net loss(a)

$
(73,569
)


(81,634
)Pro-forma basic and diluted loss per share

$
(5.18
)


(5.80
)     (a)
    
    The 2010 amount includes the following non-recurring amounts:
    restructuring charges of $5.7 million, gain on sale of
    operating assets of $2.7 million, transaction costs related
    to the Monitronics acquisition of $14.9 million and a
    $1.2 million charge for a lump-sum payment related to the
    death benefit of the Companys chief operating officer
    under the terms of his employment contract. The 2009 amount
    includes the following non-recurring amounts: restructuring
    charges of $4.8 million and a credit for the reduction in
    the fair value of a participating residual interest liability of
    $4.1 million. 56




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (5)
    Dispositions               57




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Year Ended December 30,2010


2009


2008Amounts in thousandsRevenue

$
299,010



317,577



370,781Loss before income taxes(a)

$
(16,165
)


(9,231
)


(23,539
)     (a)
    
    The 2010 amount includes the loss on the sale of the
    Creative/Media businesses of $(27,110,000), a $25,498,000 gain
    on the sale of the Chiswick Park facility and a charge of
    $(1,838,000) related to the shutdown of the GMX business. The
    2008 amount includes a $63,929,000 gain on the sale of
    AccentHealth, a $3,370,000 gain on the sale of Palm Bay and a
    $1,777,000 gain on the sale of Visiontext.  (6)
    Property
    and Equipment    2010


2009Amounts in thousandsProperty and equipment, net:Land

$
34,901



37,055Buildings


103,454



103,246Machinery and equipment


32,943



11,760171,298



152,061Accumulated depreciation


(31,140
)


(28,767
)$
140,158



123,294   (7)
    Goodwill    GoodwillBalance at December 31, 2008

$
Balance at December 31, 2009


Acquisition of Monitronics


349,674Balance at December 31, 2010

$
349,674  58




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (8)
    Investments
    in Marketable Securities  available-for-sale
  Year Ended December 31,2010


2009Amounts in thousandsBeginning Balance

$
56,197



Purchases


41,757



68,126Sales (at cost)(a)


(95,624
)


(14,259
)Unrealized gain (loss)


(2,330
)


2,330Ending Balance

$




56,197     (a)
    
    For the year ended December 31, 2010, total proceeds from
    the sales were $96,685,000 which included a pre-tax gain of
    $1,061,000. For the year ended December 31, 2009, total
    proceeds from the sales were $16,309,000 which included a
    pre-tax gain of $2,050,000.    Years Ended December 31,2010


2009Amounts in thousandsAccumulated other comprehensive incomeBeginning Balance

$
1,352



Gains (losses), net of tax(a)


(291
)


2,542Losses (gains) recognized into earnings, net of tax(b)


(1,061
)


(1,190
)Ending Balance

$




1,352     (a)
    
    The 2010 amount is net of tax of $0 and the 2009 amount is net
    of tax of $1,838,000.(b)
    
    The 2010 amount is net of tax of $0 and the 2009 amount is net
    of tax of $860,000. 59




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##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (9)
    Long-Term
    Debt    Amounts inthousandsClass A-1a
    Term Notes (matures July 2027), LIBOR plus 1.8%(a)

$
338,478Class A-1b
    Term Notes (matures July 2027), LIBOR plus 1.7%(a)


96,551Class A-2
    Term Notes (matures July 2037), LIBOR plus 2.2%(a)


97,338Class A-3
    Variable Funding Note (matures July 2037), LIBOR plus 1.8%(a)


251,032Class A-4
    Variable Funding Note (matures July 2037), LIBOR plus 1.8%(a)


27,034Term Loan (matures June 30, 2012)(b)


60,000$115 million revolving credit facility (matures
    December 17, 2013), LIBOR plus 4%


46,300916,733Less current portion of long  term debt


(20,000
)Long-term debt

$
896,733     (a)
    
    The interest rate on the Term Notes and VFNs include 1.0% of
    other fees.(b)
    
    The interest rate on the Term Loan is LIBOR plus 3.50% until
    July 1, 2011, then LIBOR plus 4.00% until January 1,
    2012, then LIBOR plus 4.50% thereafter. The term loan matures on
    June 30, 2012, and requires principal installments of
    $20,000,000 on December 31, 2011 and March 31, 2012.
    Ascent Media has guaranteed $30 million of this Term Loan.  Securitization
    Debt
    PrincipalAmounts inthousandsClass A-1a
    Term Notes

$
350,000Class A-1b
    Term Notes


100,000Class A-2
    Term Notes


100,000Class A-3
    Variable Funding Note


260,000Class A-4
    Variable Funding Note


28,000   Class A-1 Class A-2 Class A-3 Class A-4
   60




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##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Class A-1a Class A-1b Class A-2
  Class A-3 Class A-4
    Credit
    Facility
   61




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
        2011

$
20,0002012


40,0002013


46,3002014


2015


Thereafter


838,000Total principal payments


944,300Less: discount


(27,567
)Total debt on balance sheet

$
916,733   (10)
    Derivatives       62




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  and/or
      Notional

Rate Paid


Rate Received$350,000,000


6.56
%

1 mo. USD-LIBOR-BBA plus 0.85%100,000,000


6.06
%

1 mo. USD-LIBOR-BBA plus 0.75%100,000,000


6.64
%

1 mo. USD-LIBOR-BBA plus 1.25%     (11)
    Fair
    Value Measurements    
    Level 1  Quoted prices for identical instruments
    in active markets.
    Level 2  Quoted prices for similar instruments
    in active or inactive markets and valuations derived from models
    where all significant inputs are observable in active markets.
    Level 3  Valuations derived from valuation
    techniques in which one or more significant inputs are
    unobservable in any market.    Level 1


Level 2


Level 3


Total2009Money market funds(a)

$
272,143











272,143Investments in marketable securities(b)


56,197











56,197Other liabilities










(134
)


(134
)Total

$
328,340







(134
)


328,2062010Derivative financial instruments  assets

$




447







447Derivative financial instruments  liabilities






(21,810
)


(42,935
)


(64,745
)Total

$




(21,363



(42,935
)


(64,298
)     (a)
    
    Included in cash and cash equivalents on the consolidated
    balance sheet.(b)
    
    Investments consist entirely of diversified corporate bond funds
    and are all classified as
    available-for-sale
    securities.   63




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##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Years Ended December 31,2010


2009Amounts in thousandsDerivative financial instruments  liabilitiesBeginning Balance

$




Derivatives acquired in the acquisition of Monitronics


(43,116
)


Unrealized loss


181



Ending Balance

$
42,935



Other liabilitiesBeginning Balance

$
(134
)


(4,226
)Contingent consideration






Settlements paid in cash






Amounts credited to income(a)


134



4,092Ending Balance

$




(134
)     (a)
    
    Amount consisted of a participating residual interest change in
    fair value. This amount was recorded in SG&A on the
    consolidated statements of operations.      (12)
    Restructuring
    Charges   64




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Opening








EndingBalance


Additions


Deductions(a)


BalanceAmounts in thousands2010 Restructuring PlanSeverance and retention

$




4,434



(638
)


3,796
(b)2008 Restructuring PlanSeverance

$
1,310



2,157



(2,486
)


981Excess facility costs


(92
)


1,100



(948
)


60December 31, 2008

$
1,218



3,257



(3,434
)


1,041Severance


981



1,919



(2,364
)


536Excess facility costs


60



2,926



(20
)


2,966December 31, 2009

$
1,041



4,845



(2,384
)


3,502Severance


536



1,119



(1,646
)


9
(b)Excess facility costs


2,966



160



(1,631
)


1,495
(b)December 31, 2010

$
3,502



1,279



(3,277
)


1,504     (a)
    
    Primarily represents cash payments.(b)
    
    Substantially all of this amount is expected to be paid in 2011. 65




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##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (13)
    Income
    Taxes    Years Ended December 31,2010


2009


2008Amounts in thousandsCurrentFederal

$
(2,230
)


10,132



1,459State


(200
)


(257
)


122Foreign


2,136



(126
)


185(294
)


9,749



1,766DeferredFederal


(233
)


(24,668
)


(1,064
)State


0



(13,058
)


(455
)Foreign


(960
)


287



875(1,193
)


(37,439
)


(644
)Total tax (expense) benefit

$
(1,487
)


(27,690
)


1,122     Years Ended December 31,2010


2009


2008Amounts in thousandsDomestic

$
(17,162
)


(9,404
)


12,076Foreign


(7,746
)


(15,131
)


(20,111
)$
(24,908
)


(24,535
)


(8,035
)     Years Ended December 31,2010


2009


2008Amounts in thousandsComputed expected tax benefit

$
8,718



8,587



2,812State and local income taxes, net of federal income taxes


2,270



2,170



653Change in valuation allowance affecting tax expense


(7,487
)


(32,507
)


(949
)U.S. taxes on foreign income










(1,512
)Non-deductible expenses


(386
)


(1,860
)


(922
)Dividend paid related to Chiswick park sale


(4,662
)






Foreign tax credit










2,501Other, net


60



(4,080
)


(1,461
)Income tax (expense) benefit

$
(1,487
)


(27,690
)


1,122  66




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##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2010


2009Amounts in thousandsCurrent assets:Accounts receivable reserves

$
802


$
1,338Accrued liabilities


11,988



8,577Other






2,550Total current deferred tax assets


12,790



12,465Valuation allowance


(3,707
)


(10,447
)9,083



2,018Noncurrent assets:Net operating loss carryforwards


37,803



2,427Intangible assets


28,727



13,699Derivative financial instruments


22,525



Deferred financing costs


9,527



Other


3,688



2,631Total noncurrent deferred tax assets


102,270



18,757Valuation allowance


(29,640
)


(13,600
)72,630



5,157Deferred tax assets, net


81,713



7,175Current liabilities:Other






(325
)Noncurrent liabilities:Subscriber accounts


(72,381
)


Long-term debt


(9,657
)


Property, plant and equipment


(3,976
)


(2,527
)Marketable securities






(978
)Other


(877
)


(1,685
)(86,891
)


(5,190
)Total deferred tax liabilities


(86,891
)


(5,515
)Net deferred tax assets (liabilities)

$
(5,178
)

$
1,660     December 31,2010


2009Amounts in thousandsCurrent deferred tax assets, net

$
9,083



562Long-term deferred tax assets, net






1,098Long-term deferred tax liabilities, net


(14,261
)


Net deferred tax assets (liabilities)

$
(5,178
)


1,660  67




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##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
            Amounts inthousandsBalance at January 1, 2010

$
304Increase related to acquisitions


116Increases for the tax positions of prior years


73Reductions for tax positions of prior years


(190
)Foreign currency exchange adjustments


(11
)Balance at December 31, 2010

$
292      68




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##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (14)
    Stock-based
    and Long-Term Compensation  2006
    Ascent Media Group Long-Term Incentive Plan
          Ascent
    Media Corporation 2008 Incentive Plan
   69




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Ascent
    Media Corporation 2008 Non-Employee Director Incentive
    Plan
    Other
    Grants
    of Stock-based Awards
  2010
    2009
      2008
   70




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
          Series Acommon stock


WAEPOutstanding at January 1, 2010


618,688


$
22.73Grants





$
Exercises





$
Forfeitures


(3,125
)

$
26.33Outstanding at December 31, 2010


615,563


$
22.72Exercisable at December 31, 2010


318,471


$
22.84     (15)
    Stockholders
    Equity  Preferred
    Stock
    Common
    Stock
   71




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Series A


Series Bcommon stock


common stockDistributed on Spin Off date


13,401,886



659,732Issuance of restricted stock


129,681



Balance at December 31, 2008


13,531,567



659,732Conversion from Series B to Series A shares


1,815



(1,815
)Issuance of restricted stock


15,923



Restricted stock cancelled for tax withholding


(10,351
)


Stock option exercises


11,722



76,210Balance at December 31, 2009


13,550,676



734,127Issuance of restricted stock


12,766



Conversion from Series B to Series A shares


528



(528
)Restricted stock cancelled for tax withholding


(10,719
)


Balance at December 31, 2010


13,553,251



733,599     Other
    Comprehensive Earnings (Loss)
      AccumulatedForeign


Unrealized





OtherCurrency


Holding





ComprehensiveTranslation


Gains, net


Pension


Earnings (Loss),Adjustments(a)


of income tax(b)


Adjustments(c)


Net of TaxesAmounts in thousandsBalance at December 31, 2007

$
12,624







(1,911
)


10,713Other comprehensive loss


(18,603
)






(63
)


(18,666
)Balance at December 31, 2008


(5,979
)






(1,974
)


(7,953
)Other comprehensive income


4,693



1,352



(1,709
)


4,336Balance at December 31, 2009


(1,286
)


1,352



(3,683
)


(3,617
)Other comprehensive income


4,026



(1,352
)


(1,870
)


804Balance at December 31, 2010

$
2,740







(5,553
)


(2,813
)     (a)
    
    No income taxes were recorded on foreign currency translation
    amounts for 2010, 2009 and 2008 since no undistributed earnings
    were remitted to the United States.(b)
    
    Net of income tax benefit of $978,000 for 2010 and income tax
    expense of $978,000 for 2009.(c)
    
    No income taxes were recorded on the pension adjustment amounts
    for 2010, 2009 and 2008. 72




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##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (16)
    Employee
    Benefit Plans  Defined
    Contribution Plan
    Management
    Incentive Plan and Discretionary Bonuses
    Defined
    Benefit Plans
     73




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended2010


2009Amounts in thousandsChange in Benefit Obligation:Benefit Obligation  beginning of year

$
10,070



7,460Service cost


68



49Interest cost


562



514Actuarial loss


2,478



1,596Settlements


(333
)


(81
)Benefits paid


(213
)


(231
)Member contributions


14



16Foreign currency exchange rate changes


(289
)


747Benefit Obligation  end of year


12,357



10,070Change in Plan Assets:Fair Value of plan assets  beginning of year


7,536



6,215Actual return on assets


965



166Settlements


(436
)


(99
)Employer contributions


842



847Member contributions


14



16Benefits paid


(213
)


(231
)Foreign currency exchange rate changes


(217
)


622Fair Value of plan assets  end of year


8,491



7,536Unfunded Status

$
(3,866
)


(2,534
)       2010


2009Assumptions:Discount rate


4.20
%


5.75
%Long-term return on plan assets


4.20
%


5.23
%Price inflation


3.60
%


3.80
%Asset Category Allocations:Debt securities


41
%


44
%Equity securities


42
%


33
%Other


17
%


23
%  74




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Year Ended December 30,2010


2009


2008Amounts in thousandsService cost

$
68



49



104Interest cost


543



506



540Expected return on plan assets


(411
)


(341
)


(419
)Amortization of net loss


373



141



130$
573



355



355     Level 1


Level 2


Level 3


TotalCash and cash equivalents

$
146











146Pooled investment funds


3,945











3,945Debt investments






1,638







1,638Insurance policies






2,762







2,762Total

$
4,091



4,400







8,491     (17)
    Commitments
    and Contingencies    Year ended December 31:2011

$
14,5952012

$
8,7302013

$
4,0182014

$
3,9652015

$
2,757Thereafter

$
6,906  75




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
        (18)
    Related
    Party Transactions    (19)
    Information
    About Reportable Segments       76




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
         77




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Reportable SegmentsContentServices


MonitronicsGroup


Business(b)


Subtotal


Other(a)


TotalAmounts in thousandsYear ended December 31, 2010Revenue from external customers

$
127,286



12,176



139,462







139,462Adjusted OIBDA

$
25,384



8,624



34,008



(20,167
)


13,841Capital expenditures

$
20,292



86



20,378



114



20,492Depreciation and amortization

$
22,297



4,992



27,289



2,366



29,655Total assets

$
85,190



1,321,531



1,406,721



245,304



1,652,025Year ended December 31, 2009Revenue from external customers

$
154,471







154,471







154,471Adjusted OIBDA

$
23,556







23,556



(19,625
)


3,931Capital expenditures

$
10,795







10,795



2,067



12,862Depreciation and amortization

$
24,082







24,082



4,258



28,340Total assets

$
88,489







88,489



594,498



682,987Year ended December 31, 2008Revenue from external customers

$
260,225







260,225







260,225Adjusted OIBDA

$
31,401







31,401



(21,812
)


9,589Capital expenditures

$
10,622







10,622



1,671



12,293Depreciation and amortization

$
23,099







23,099



5,343



28,442Total assets

$
128,395







128,395



616,909



745,304     (a)
    
    Amounts shown in Other provide a reconciliation of total
    reportable segments to the Companys consolidated total.
    Included in other is (i) corporate SG&A expenses and
    capital expenditures incurred at a corporate level and
    (ii) assets held at a corporate level mainly comprised of
    all cash and cash equivalents, investments in marketable
    securities and deferred income tax assets and the assets of
    discontinued operations.(b)
    
    The results of operations for Monitronics are included from
    December 17, 2010, which was the date of acquisition.    Year Ended December 31,2010


2009


2008Amounts in thousandsTotal adjusted OIBDA

$
13,841



3,931



9,589Stock-based and long-term incentive compensation


(4,182
)


(2,401
)


(2,764
)Restructuring and other charges


(5,713
)


(4,845
)


(3,257
)Depreciation and amortization


(29,655
)


(28,340
)


(28,442
)Gain on sale of operating assets, net


2,720



19



9,433Participating residual interest change in fair value


134



4,092



Interest income


3,639



2,660



6,579Interest expense


(2,953
)


(410
)


(399
)Unrealized loss on derivatives


(1,682
)






Other, net(a)


(1,057
)


759



1,226Loss from continuing operations before income taxes

$
(24,908
)


(24,535
)


(8,035
)  78




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (a)
    
    The year ended December 31, 2010 amount includes an expense
    of approximately $1.2 million for a lump-sum payment
    related to the death benefit of the Companys chief
    operating officer under the terms of his employment contract.    Years Ended December 31,2010


2009


2008Amounts in thousandsRevenueUnited States

$
98,897



114,916



205,187United Kingdom


17,556



17,436



32,358Other countries


23,009



22,119



22,680$
139,462



154,471



260,225Property and equipment, netUnited States

$
108,371



94,533United Kingdom


14,997



14,096Other countries


16,790



14,665$
140,158



123,294   (21)
    Quarterly
    Financial Information  (Unaudited)  1st


2nd


3rd


4thQuarter


Quarter


Quarter


QuarterAmounts in thousands,except per share amounts2010:Revenue

$
31,305



31,909



32,775



43,473Operating loss

$
(6,996
)


(7,357
)


(6,508
)


(2,184
)Net income (loss)

$
9,910



(16,138
)


(9,846
)


(18,186
)Basic and diluted net earnings (loss) per common share

$
0.70



(1.14
)


(0.69
)


(1.28
)Diluted net earnings (loss) per common share

$
0.69



(1.14
)


(0.69
)


(1.28
)2009:Revenue

$
44,159



40,781



34,509



35,022Operating loss

$
(6,232
)


(7,047
)


(8,458
)


(6,027
)Net loss

$
(6,448
)


(7,204
)


(6,414
)


(32,831
)Basic and diluted net loss per common share

$
(0.46
)


(0.51
)


(0.46
)


(2.33
)  79




---



##### 



PART III.    ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  ITEM 11.
    EXECUTIVE
    COMPENSATION  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE  ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   PART IV.  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Financial Statements
       
 PageNo.Reports of Independent Registered Public
    Accounting Firm


43-44Consolidated Balance Sheets, December 31,
    2010 and 2009


45Consolidated Statements of Operations and
    Comprehensive Loss, Years ended December 31, 2010, 2009 and
    2008


46Consolidated Statements of Cash Flows, Years
    Ended December 31, 2010, 2009 and 2008


47Consolidated Statements of Stockholders
    Equity, Years ended December 31, 2010, 2009 and 2008


48Notes to Consolidated Financial Statements,
    December 31, 2010, 2009 and 2008


49    Financial Statement Schedules
    Exhibits
  Regulation S-K):
  2
.1

Reorganization Agreement, dated as of June 4, 2008, among
    Discovery Holding Company, Discovery Communications, Inc.,
    Ascent Media Corporation, Ascent Media Group, LLC, and Ascent
    Media Creative Sound Services, Inc. (incorporated by reference
    to Exhibit 2.1 to Ascent Media Corporations
    Registration Statement on Form 10 (File
    No. 000-53280),
    filed with the Commission on June 13, 2008).2
.2

Purchase Agreement, dated as of August 8, 2008, by and
    among Ascent Media Corporation, Ascent Media CANS, LLC and
    AccentHealth Holdings, LLC (incorporated by reference to
    Exhibit 2.2 to Amendment No. 3 to Ascent Media
    Corporations Registration Statement on Form 10 (File
    No. 000-53280),
    filed with the Commission on August 12, 2008).2
.3

Purchase and Sale Agreement dated November 24, 2010,
    between Ascent Media Corporation and Deluxe Entertainment
    Services Group, Inc. (incorporated by reference to
    Exhibit 2.1 to Ascent Media Corporations
    Form 8-K
    (file
    No. 001-34176),
    filed with the Commission on January 5, 2011). 80




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##### Table of Contents



2
.4

Purchase and Sale Agreement dated December 2, 2010, between
    Ascent Media Corporation and Encompass Digital Media, Inc.
    (incorporated by reference to Annex B to Ascent Media
    Corporations definitive proxy statement (file
    No. 001-34176),
    filed with the Commission on January 25, 2011).2
.5

Agreement and Plan of Merger dated December 17, 2010,
    between Ascent Media Corporation and Monitronics International,
    Inc. (incorporated by reference to Exhibit 2.1 to Ascent
    Media Corporations
    Form 8-K
    (file
    No. 001-34176),
    filed with the Commission on December 23, 2010).3
.1

Amended and Restated Certificate of Incorporation of Ascent
    Media Corporation (incorporated by reference to Exhibit 3.1
    to Ascent Media Corporations Registration Statement on
    Form 10
    (File No. 000-53280),
    filed with the Commission on June 13, 2008).3
.2

Bylaws of Ascent Media Corporation (incorporated by reference to
    Exhibit 3.2 to Ascent Media Corporations Registration
    Statement on Form 10 (File
    No. 000-53280),
    filed with the Commission on June 13, 2008).4
.1

Specimen Certificate for shares of Series A common stock,
    par value $.01 per share, of Ascent Media Corporation
    (incorporated by reference to Exhibit 4.1 to Ascent Media
    Corporations Registration Statement on Form 10 (File
    No. 000-53280),
    filed with the Commission on June 13, 2008).4
.2

Specimen Certificate for shares of Series B common stock,
    par value $.01 per share, of Ascent Media Corporation
    (incorporated by reference to Exhibit 4.2 to Ascent Media
    Corporations Registration Statement on Form 10 (File
    No. 000-53280),
    filed with the Commission on June 13, 2008).4
.3

Rights Agreement between Ascent Media Corporation and
    Computershare Trust Company, N.A. (incorporated by
    reference to Exhibit 4.3 to Amendment No. 1 to Ascent
    Media Corporations Registration Statement on Form 10
    (File
    No. 000-53280),
    filed with the Commission on July 23, 2008).4
.4

Form of Amendment No. 1 to Rights Agreement by and between
    Ascent Media Corporation and Computershare Trust Company,
    N.A. (incorporated by reference to Exhibit 4.1 to Ascent
    Media Corporations Current Report on
    Form 8-K
    (File
    No. 001-34176),
    filed with the Commission on September 17, 2009).10
.1

Services Agreement, dated September 16, 2008, between
    Ascent Media Group, LLC and CSS Studios, LLC (incorporated by
    reference to Exhibit 10.1 to Amendment No. 8 to Ascent
    Media Corporations Registration Statement on Form 10
    (File
    No. 001-34176),
    filed with the Commission on September 17, 2008).10
.2

Tax Sharing Agreement, dated as of September 17, 2008, by
    and among Discovery Holding Company, Discovery Communications,
    Inc., Ascent Media Corporation, Ascent Media Group, LLC and CSS
    Studios, LLC (incorporated by reference to Exhibit 10.2 to
    Amendment No. 8 to Ascent Media Corporations
    Registration Statement on Form 10 (File
    No. 001-34176),
    filed with the Commission on September 17, 2008).10
.3

Ascent Media Group, LLC 2006 Long-Term Incentive Plan (As
    Amended and Restated Effective September 9, 2008)
    (incorporated by reference to Exhibit 10.3 to Amendment
    No. 7 to Ascent Media Corporations Registration
    Statement on Form 10 (File
    No. 000-53280),
    filed with the Commission on September 10, 2008).10
.4

Ascent Media Group, LLC 2007 Management Incentive Plan
    (incorporated by reference to Exhibit 10.4 to Amendment
    No. 1 to Ascent Media Corporations Registration
    Statement on Form 10
    (File No. 000-53280),
    filed with the Commission on July 23, 2008).10
.5

Ascent Media Corporation 2008 Incentive Plan (incorporated by
    reference to Exhibit 4.4 to Ascent Media Corporations
    Registration Statement on
    Form S-8
    (File
    No. 333-156231),
    filed with the Commission on December 17, 2008).10
.6

Services Agreement, dated as of July 21, 2005, by and
    between Discovery Holding Company and Liberty Media Corporation
    (incorporated by reference to Exhibit 10 to the Quarterly
    Report on
    Form 10-Q
    of Discovery Holding Company filed on August 10, 2005).10
.7

Form of Indemnification Agreement between the Registrant and its
    Directors and Executive Officers (incorporated by reference to
    Exhibit 10.7 to Amendment No. 1 to Ascent Media
    Corporations Registration Statement on Form 10 (File
    No. 000-53280),
    filed with the Commission on July 23, 2008). 81




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##### Table of Contents



10
.8

Employment Agreement, dated as of September 1, 2006, by and
    between Ascent Media Group, LLC and William E. Niles
    (incorporated by reference to Exhibit 10.8 to Amendment
    No. 1 to Ascent Media Corporations Registration
    Statement on Form 10 (File
    No. 000-53280),
    filed with the Commission on July 23, 2008).10
.9

Employment Agreement, dated as of September 1, 2006, by and
    between Ascent Media Group, LLC and George C. Platisa
    (incorporated by reference to Exhibit 10.9 to Amendment
    No. 1 to Ascent Media Corporations Registration
    Statement on Form 10 (File
    No. 000-53280),
    filed with the Commission on July 23, 2008).10
.10

Ascent Media Corporation 2008 Non-Employee Director Incentive
    Plan (incorporated by reference to Exhibit 10.13 to
    Amendment No. 8 to Ascent Media Corporations
    Registration Statement on Form 10
    (File No. 001-34176),
    filed with the Commission on September 17, 2008).10
.11

Amendment, dated December 31, 2008, to Employment
    Agreement, dated as of September 1, 2006, by and between
    Ascent Media Group, LLC and William E. Niles (incorporated by
    reference to Exhibit 10.14 to Ascent Media
    Corporations Annual Report on
    Form 10-K
    (File
    No. 001-34176),
    filed with the Commission on March 31, 2009).10
.12

Amendment, dated December 31, 2008, to Employment
    Agreement, dated as of September 1, 2006, by and between
    Ascent Media Group, LLC and George C. Platisa (incorporated by
    reference to Exhibit 10.15 to Ascent Media
    Corporations Annual Report on
    Form 10-K
    (File
    No. 001-34176),
    filed with the Commission on March 31, 2009).10
.13

Employment Agreement, dated February 9, 2009, by and
    between Ascent Media Corporation and William R. Fitzgerald
    (incorporated by reference to Exhibit 10.16 to Ascent Media
    Corporations Annual Report on
    Form 10-K
    (File
    No. 001-34176),
    filed with the Commission on March 31, 2009).10
.14

Employment Agreement, dated as of April 13, 2009, between
    Ascent Media Corporation and John A. Orr (incorporated by
    reference to Exhibit 10.1 to Ascent Media
    Corporations Quarterly Report on
    Form 10-Q
    (File
    No. 001-34176),
    filed with the Commission on August 13, 2009).10
.15

Asset Purchase Agreement, dated February 17, 2010, between
    Ascent Media Network Services Europe Limited, Ascent Media Group
    LLC and Discovery Communications Europe Limited (incorporated by
    reference to Exhibit 2.1 to Ascent Media Corporations
    Current Report on
    Form 8-K
    (File
    No. 001-34176),
    filed with the Commission on February 23, 2010).21


List of Subsidiaries of Ascent Media Corporation.*23


Consent of KPMG LLP, independent registered public accounting
    firm.*24


Power of Attorney dated March 14, 2011.*31
.1

Rule 13a-14(a)/15d-14(a)
    Certification.*31
.2

Rule 13a-14(a)/15d-14(a)
    Certification.*32


Section 1350 Certification.*     *
    
    Filed herewith. 82




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##### Table of Contents



SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the
    Securities Exchange Act of 1934, the Registrant has duly caused
    this report to be signed on its behalf by the undersigned,
    thereunto duly authorized.



ASCENT MEDIA CORPORATION By
    /s/  William
    R. Fitzgerald         Signature

Title

Date/s/  William
    R. FitzgeraldWilliam
    R. Fitzgerald

Chairman of the Board, Director
    and Chief Executive Officer

March 14, 2011/s/  Philip
    J. HolthousePhilip
    J. Holthouse

Director

March 14, 2011John
    C. Malone

Director

March 14, 2011/s/  Brian
    C. MulliganBrian
    C. Mulligan

Director

March 14, 2011/s/  Michael
    J. PohlMichael
    J. Pohl

Director

March 14, 2011/s/  Carl
    E. VogelCarl
    E. Vogel

Director

March 14, 2011/s/  George
    C. PlatisaGeorge
    C. Platisa

Executive Vice President, Chief Financial Officer and
    Treasurer
    (Principal Accounting Officer)

March 14, 2011  83




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##### Table of Contents



EXHIBIT INDEX
  Regulation S-K):
  2
.1

Reorganization Agreement, dated as of June 4, 2008, among
    Discovery Holding Company, Discovery Communications, Inc.,
    Ascent Media Corporation, Ascent Media Group, LLC, and Ascent
    Media Creative Sound Services, Inc. (incorporated by reference
    to Exhibit 2.1 to Ascent Media Corporations
    Registration Statement on Form 10 (File
    No. 000-53280),
    filed with the Commission on June 13, 2008).2
.2

Purchase Agreement, dated as of August 8, 2008, by and
    among Ascent Media Corporation, Ascent Media CANS, LLC and
    AccentHealth Holdings, LLC (incorporated by reference to
    Exhibit 2.2 to Amendment No. 3 to Ascent Media
    Corporations Registration Statement on Form 10 (File
    No. 000-53280),
    filed with the Commission on August 12, 2008).2
.3

Purchase and Sale Agreement dated November 24, 2010,
    between Ascent Media Corporation and Deluxe Entertainment
    Services Group, Inc. (incorporated by reference to
    Exhibit 2.1 to Ascent Media Corporations
    Form 8-K
    (file
    No. 001-34176),
    filed with the Commission on January 5, 2011).2
.4

Purchase and Sale Agreement dated December 2, 2010, between
    Ascent Media Corporation and Encompass Digital Media, Inc.
    (incorporated by reference to Annex B to Ascent Media
    Corporations definitive proxy statement (file
    No. 001-34176),
    filed with the Commission on January 25, 2011).2
.5

Agreement and Plan of Merger dated December 17, 2010,
    between Ascent Media Corporation and Monitronics International,
    Inc. (incorporated by reference to Exhibit 2.1 to Ascent
    Media Corporations
    Form 8-K
    (file
    No. 001-34176),
    filed with the Commission on December 23, 2010).3
.1

Amended and Restated Certificate of Incorporation of Ascent
    Media Corporation (incorporated by reference to Exhibit 3.1
    to Ascent Media Corporations Registration Statement on
    Form 10
    (File No. 000-53280),
    filed with the Commission on June 13, 2008).3
.2

Bylaws of Ascent Media Corporation (incorporated by reference to
    Exhibit 3.2 to Ascent Media Corporations Registration
    Statement on Form 10 (File
    No. 000-53280),
    filed with the Commission on June 13, 2008).4
.1

Specimen Certificate for shares of Series A common stock,
    par value $.01 per share, of Ascent Media Corporation
    (incorporated by reference to Exhibit 4.1 to Ascent Media
    Corporations Registration Statement on Form 10 (File
    No. 000-53280),
    filed with the Commission on June 13, 2008).4
.2

Specimen Certificate for shares of Series B common stock,
    par value $.01 per share, of Ascent Media Corporation
    (incorporated by reference to Exhibit 4.2 to Ascent Media
    Corporations Registration Statement on Form 10 (File
    No. 000-53280),
    filed with the Commission on June 13, 2008).4
.3

Rights Agreement between Ascent Media Corporation and
    Computershare Trust Company, N.A. (incorporated by
    reference to Exhibit 4.3 to Amendment No. 1 to Ascent
    Media Corporations Registration Statement on Form 10
    (File
    No. 000-53280),
    filed with the Commission on July 23, 2008).4
.4

Form of Amendment No. 1 to Rights Agreement by and between
    Ascent Media Corporation and Computershare Trust Company,
    N.A. (incorporated by reference to Exhibit 4.1 to Ascent
    Media Corporations Current Report on
    Form 8-K
    (File
    No. 001-34176),
    filed with the Commission on September 17, 2009).10
.1

Services Agreement, dated September 16, 2008, between
    Ascent Media Group, LLC and CSS Studios, LLC (incorporated by
    reference to Exhibit 10.1 to Amendment No. 8 to Ascent
    Media Corporations Registration Statement on Form 10
    (File
    No. 001-34176),
    filed with the Commission on September 17, 2008).10
.2

Tax Sharing Agreement, dated as of September 17, 2008, by
    and among Discovery Holding Company, Discovery Communications,
    Inc., Ascent Media Corporation, Ascent Media Group, LLC and CSS
    Studios, LLC (incorporated by reference to Exhibit 10.2 to
    Amendment No. 8 to Ascent Media Corporations
    Registration Statement on Form 10 (File
    No. 001-34176),
    filed with the Commission on September 17, 2008).10
.3

Ascent Media Group, LLC 2006 Long-Term Incentive Plan (As
    Amended and Restated Effective September 9, 2008)
    (incorporated by reference to Exhibit 10.3 to Amendment
    No. 7 to Ascent Media Corporations Registration
    Statement on Form 10 (File
    No. 000-53280),
    filed with the Commission on September 10, 2008).10
.4

Ascent Media Group, LLC 2007 Management Incentive Plan
    (incorporated by reference to Exhibit 10.4 to Amendment
    No. 1 to Ascent Media Corporations Registration
    Statement on Form 10
    (File No. 000-53280),
    filed with the Commission on July 23, 2008).




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##### Table of Contents



10
.5

Ascent Media Corporation 2008 Incentive Plan (incorporated by
    reference to Exhibit 4.4 to Ascent Media Corporations
    Registration Statement on
    Form S-8
    (File
    No. 333-156231),
    filed with the Commission on December 17, 2008).10
.6

Services Agreement, dated as of July 21, 2005, by and
    between Discovery Holding Company and Liberty Media Corporation
    (incorporated by reference to Exhibit 10 to the Quarterly
    Report on
    Form 10-Q
    of Discovery Holding Company filed on August 10, 2005).10
.7

Form of Indemnification Agreement between the Registrant and its
    Directors and Executive Officers (incorporated by reference to
    Exhibit 10.7 to Amendment No. 1 to Ascent Media
    Corporations Registration Statement on Form 10 (File
    No. 000-53280),
    filed with the Commission on July 23, 2008).10
.8

Employment Agreement, dated as of September 1, 2006, by and
    between Ascent Media Group, LLC and William E. Niles
    (incorporated by reference to Exhibit 10.8 to Amendment
    No. 1 to Ascent Media Corporations Registration
    Statement on Form 10 (File
    No. 000-53280),
    filed with the Commission on July 23, 2008).10
.9

Employment Agreement, dated as of September 1, 2006, by and
    between Ascent Media Group, LLC and George C. Platisa
    (incorporated by reference to Exhibit 10.9 to Amendment
    No. 1 to Ascent Media Corporations Registration
    Statement on Form 10 (File
    No. 000-53280),
    filed with the Commission on July 23, 2008).10
.10

Ascent Media Corporation 2008 Non-Employee Director Incentive
    Plan (incorporated by reference to Exhibit 10.13 to
    Amendment No. 8 to Ascent Media Corporations
    Registration Statement on Form 10
    (File No. 001-34176),
    filed with the Commission on September 17, 2008).10
.11

Amendment, dated December 31, 2008, to Employment
    Agreement, dated as of September 1, 2006, by and between
    Ascent Media Group, LLC and William E. Niles (incorporated by
    reference to Exhibit 10.14 to Ascent Media
    Corporations Annual Report on
    Form 10-K
    (File
    No. 001-34176),
    filed with the Commission on March 31, 2009).10
.12

Amendment, dated December 31, 2008, to Employment
    Agreement, dated as of September 1, 2006, by and between
    Ascent Media Group, LLC and George C. Platisa (incorporated by
    reference to Exhibit 10.15 to Ascent Media
    Corporations Annual Report on
    Form 10-K
    (File
    No. 001-34176),
    filed with the Commission on March 31, 2009).10
.13

Employment Agreement, dated February 9, 2009, by and
    between Ascent Media Corporation and William R. Fitzgerald
    (incorporated by reference to Exhibit 10.16 to Ascent Media
    Corporations Annual Report on
    Form 10-K
    (File
    No. 001-34176),
    filed with the Commission on March 31, 2009).10
.14

Employment Agreement, dated as of April 13, 2009, between
    Ascent Media Corporation and John A. Orr (incorporated by
    reference to Exhibit 10.1 to Ascent Media
    Corporations Quarterly Report on
    Form 10-Q
    (File
    No. 001-34176),
    filed with the Commission on August 13, 2009).10
.15

Asset Purchase Agreement, dated February 17, 2010, between
    Ascent Media Network Services Europe Limited, Ascent Media Group
    LLC and Discovery Communications Europe Limited (incorporated by
    reference to Exhibit 2.1 to Ascent Media Corporations
    Current Report on
    Form 8-K
    (File
    No. 001-34176),
    filed with the Commission on February 23, 2010).21


List of Subsidiaries of Ascent Media Corporation.*23


Consent of KPMG LLP, independent registered public accounting
    firm.*24


Power of Attorney dated March 14, 2011.*31
.1

Rule 13a-14(a)/15d-14(a)
    Certification.*31
.2

Rule 13a-14(a)/15d-14(a)
    Certification.*32


Section 1350 Certification.*     *
    
    Filed herewith.